UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 
þx QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2011
OR
 For the quarterly period ended March 31, 2012

OR

o¨  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fromto
   For the transition period fromto

Commission
File Number		 Registrant; State of Incorporation;
IRS Employer
  File NumberAddress; and Telephone Number IRS Employer
Identification No.
1-9513 
1-9513 CMS ENERGY CORPORATION 38-2726431
 (A Michigan Corporation) 
 One Energy Plaza, Jackson, Michigan 49201 
 (517) 788-0550 
 
1-5611 
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:  Yesþx    Noo¨Consumers Energy Company:  Yesþx    Noo¨

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:  Yesþx    Noo¨Consumers Energy Company:  Yesþx    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.

CMS Energy Corporation:

Large accelerated filer x  Accelerated filer ¨  Non-Accelerated filer ¨ Smaller reporting company ¨

(Do not check if a smaller reporting company)

Large accelerated filerþ

Accelerated fileroNon-Accelerated fileroSmaller reporting companyo
(Do not check if a smaller reporting company)
Consumers Energy Company:
Large accelerated fileroAccelerated fileroNon-Accelerated filerþSmaller reporting companyo
(Do not check if a smaller reporting company)

Large accelerated filer ¨  Accelerated filer ¨  Non-Accelerated filer x Smaller reporting company ¨

(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:  Yeso¨    NoþxConsumers Energy Company:  Yeso¨    Noþx

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

April 13, 2012:

CMS Energy Corporation:

CMS Energy Corporation:

CMS Energy Common Stock, $0.01 par value

(including 1,568,1451,296,406 shares owned by Consumers Energy Company)

   253,560,753261,598,685  

Consumers Energy Company:

  

Consumers Energy Common Stock, $10 par value, privately held by CMS Energy Corporation

   84,108,789  

CMS Energy Corporation

Consumers Energy Company

Quarterly Reports on Form 10-Q to the Securities and Exchange Commission for the Period Ended
September 30, 2011

March 31, 2012

TABLE OF CONTENTS

   
   Page 

Glossary

   3  

Filing Format

   89  

Forward-Looking Statements and Information

   89  

PART I —- FINANCIAL INFORMATION

Item 1.

Consolidated Financial Statements (unaudited)
CMS Energy   30  
Item 1. Consolidated Financial Statements (unaudited)Consumers   38  
CMS EnergyNotes to the Unaudited Consolidated Financial Statements   3245  
Consumers

Item 2.

  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   7969  

Item 4.

Controls and Procedures   7969  

PART II —- OTHER INFORMATION

Item 1.

Legal Proceedings   70  

Item 1. Legal Proceedings1A.

Risk Factors   8070  

Item 1A. Risk Factors

2.

  80
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
   8070  

Item 3.

Defaults Upon Senior Securities   8170  

Item 4. Removed and Reserved

Mine Safety Disclosures   8170  

Item 5.

Other Information   8171  

Item 6.

Exhibits   8271  

Signatures

   8372  
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

1

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2

GLOSSARY

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

2008 Energy Law  Comprehensive energy reform package enacted in Michigan in October 2008
20102011 Form 10-K  Each of CMS Energy’s and Consumers’ Annual Report on Form 10-K for the year ended December 31, 20102011
ABATE  Association of Businesses Advocating Tariff Equity
ASUFinancial Accounting Standards Board Accounting Standards Update
Bay Harbor  A residential/commercial real estate area located near Petoskey, Michigan. In 2002,Michigan, in which CMS Energy sold its interest in Bay Harbor.2002
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

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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 GasCMS Oil and Gas Company, a former wholly owned subsidiary of CMS Enterprises
Consumers  Consumers Energy Company, a wholly owned subsidiary of CMS Energy
CSAPR  The Cross-State Air Pollution Rule, finalized in July 2011, which supersedeswould supersede the EPA’s proposed Clean Air Transport Rule and replacesreplace CAIR, was finalized in July 2011 and was stayed in December 2011 pending judicial review
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

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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
GWhGigawatt-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
IRSInternal Revenue Service
ISFSI  Independent spent fuel storage installation
kWh  Kilowatt-hour, a unit of energy equal to one thousand watt-hours
LIBORThe London Interbank Offered Rate
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
MBTMATS  Michigan Business TaxMercury and Air Toxic Standards, which limit mercury, acid gases, and other toxic pollution from coal-fueled and oil-fueled power plants
MCITMichigan Corporate Income Tax
MD&A  Management’s Discussion and Analysis of Financial Condition and Results of Operations
MDEQ  Michigan Department of Environmental Quality
MDL  A pending multi-district litigation case in Nevada

MGP  Manufactured gas plant

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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.
MothballTo place a generating unit into a state of extended reserve shutdown in which the unit is inactive and unavailable for service for a specified period, during which the unit can be brought back into service after receiving appropriate notification and completing any necessary maintenance or other work; generation owners in MISO must request approval to mothball a unit, and MISO then evaluates the request for reliability impacts
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, a permit system for regulating point sources of pollution under the Clean Water Act
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  The 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
PPAPower purchase agreement
PSCR  Power supply cost recovery
PSD  Prevention of Significant Deterioration
REC  Renewable energy credit established under the 2008 Energy Law

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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
Sherman ActSherman Antitrust Act, enacted in 1890
Smart Grid  Consumers’ grid modernization project, which includes the installation of smart meters that are capable of transmittingtransmit and receivingreceive 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.
Trust Preferred SecuritiesSecurities representing an undivided beneficial interest in the assets of statutory business trusts, the interests of which have a preference with respect to certain trust distributions over the interests of either CMS Energy or Consumers, as applicable, as owner of the common beneficial interests of the trusts

U.S.  United States
XBRL  eXtensible Business Reporting Language

7

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 20102011 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’ inabilitybut are not limited to, predict or control the following, all of which are potentially significant:

 •— 

the impact of regulation by the MPSC or FERC and other applicable governmental proceedings and regulations, including any associated impact on electric or gas rates or rate structures;

—

potentially adverse regulatory treatment or failure to receive timely regulatory orders affecting Consumers that are or could come before the MPSC, FERC, or other governmental authorities, including the treatment of Consumers’ pilot electric and gas revenue decoupling mechanisms;

—

changes in applicable laws, rules, regulations, principles, or practices, or in their interpretation, including those related to energy policy, the environment, regulation, health care reforms (including the Health Care Acts), taxes, accounting matters, and other business issues that could have an impact on CMS Energy’s or Consumers’ businesses or financial results, including potential effects of the Dodd-Frank Act and related regulations on CMS Energy, Consumers, or any of their affiliates;

—

potentially adverse regulatory or legal interpretations or decisions regarding environmental matters, or delayed regulatory treatment or permitting decisions that are or could come before the MDEQ and/or EPA, 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;

—

changes in energy markets, including availability of capacity and the timing and extent of changes in commodity prices and availability of coal, natural gas, natural gas liquids, electricity, oil, and certain related products;

—

the price of CMS Energy common stock, the credit ratings of CMS Energy and Consumers, 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,affiliates;

—

the investment performance of the assets of CMS Energy’s and Consumers’ pension and benefit plans and the energy industry;discount rates applicable to their plan obligations, and the resulting impact on future funding requirements;

 •— 

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;
• revenues, ability to collect accounts receivable from customers;
•customers, or 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;

8

 •— 

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;

9

•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

the availability, cost, coverage, and terms 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, andthe 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 material pricing, availability of qualified construction personnel, permitting, and government approvals;

 •— 

factors affecting operations, such as costs and availability of personnel, equipment, and materials, for operating and maintaining existing facilities;

10

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

 •— 

potential disruption orto, interruption of, or other impacts on facilities, utility infrastructure, or operations due to accidents, explosions, physical disasters, war, or terrorism, and the ability to obtain or maintain insurance coverage for these events;

 •— 

changes or disruption in fuel supply, including but not limited to rail or vessel transport of coal and pipeline transport of natural gas;

—

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-attackcyber 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;

 •— 

restrictions imposed by various financing arrangements and regulatory requirements on the ability of Consumers and other subsidiaries of CMS Energy to transfer funds to CMS Energy in the form of cash dividends, loans, or advances;

—

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;

•policies, including 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 Part I – Item 1. Consolidated Financial Statements (unaudited) – Notes to the “Outlook” section included in MD&A;Unaudited Consolidated Financial Statements – Note 3,3: Contingencies and Commitments;Commitments and Note 4,4: Regulatory Matters; Part I – Item 2. MD&A – Outlook; and Part II – Item 1A. Risk Factors.

11

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 approachstrategy has emphasized the key elements depicted below:

(GRAPHICS)

12

LOGO

Safe, Excellent OperationsSAFE, EXCELLENT OPERATIONS

The safety and security of employees, customers, and the general public remainremains 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 2010,2011, Consumers achieved a 6373 percent reduction in the annual number of recordable safety incidents.

Customer ValueCUSTOMER 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 and efficiency improvements and capital investments 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 InvestmentUTILITY INVESTMENT

Consumers expects to make capital investments of $6.6 billion from 2012 through 2016,2016. Consumers has limited its capital investment program to those investments it believes are needed to provide safe, reliable, and efficient service to its customers. Consumers’ capital investment program is expected to result in annual rate base growth of five to seven percent while allowing Consumers to maintain sustainable customer base rate increases (excluding PSCR and GCR charges) at or below the rate of inflation.

Among the key components of Consumers’ investment program are projects that will enhance customer value. Consumers’ planned distribution investments of $1.7 billion comprise $1.0 billion of electric utility projects to improve reliability and increase capacity and $0.7 billion of gas utility projects to increase capacity and deliverability and enhance pipeline integrity. Consumers also expects to spend $1.5 billion on environmental investments needed to comply with a key aspectstate and federal laws and regulations. An additional $1.2 billion of its strategy beingplanned reliability investments at Consumers are aimed at reducing outages and improving customer satisfaction; these investments comprise $0.8 billion at the balanced energy initiative. The balanced energy initiative is a comprehensive energy resource planelectric utility to meet Consumers’ projected short-termstrengthen circuits and long-term electric power requirements with energy efficiency, demand management, expanded use of renewable energy, development of new power plants, pursuit of additional PPAssubstations, replace poles, and upgrade the Ludington pumped-storage plant, and $0.4 billion at the gas utility to complement existing generating sources, potential retirement or mothballing of older generating units,replace mains and continued operation of other existing units.

enhance transmission and storage systems.

Renewable energy projects are aanother major component of Consumers’ planned capital investments. Consumers expects to spend $500 million$0.5 billion 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 reducesThis filing proposes to reduce 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$20 million, reflecting a reduction in 2013 and extend through 2019, is expected costs 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.
comply with renewable energy requirements.

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 havehas spent $160$140 million through 2011 on its Smart Grid program, and expects to spend an additional $260 million, following a phased approach, from 2012 through 2016.

13

REGULATION

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 importantImportant regulatory events and developments are summarized below.

 •— 

GasElectric Rate Cases:Case:In MayJune 2011, the MPSC approvedConsumers filed a settlement agreement in Consumers’ 2010 gasgeneral electric rate case authorizing a $31seeking an annual rate increase of $195 million, annual increase in gas rates, based on a 10.510.7 percent authorized return on equity. Consumers self-implemented an annual rate increase of $118 million in December 2011, subject to refund with interest. In March 2012, the administrative law judge recommended that the MPSC approve an annual rate increase of $43 million, based on a 10.25 percent return on equity.

—

Gas Rate Case: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 seekingself-implemented an annual rate increase of $195$23 million based on a 10.7 percent authorized return on equity.in March 2012, subject to refund with interest.

 •— 

Revenue Decoupling Mechanisms:In March 2011, Consumers filed its first reconciliation of thehas two electric revenue decoupling mechanism requesting recovery of $27 million from customers forreconciliations pending with the MPSC, covering 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 changesand requesting, in sales volumes resulting from the difference between the leveltotal, recovery of average sales per customer adopted in the order and actual average sales per customer, subject to certain conditions.$59 million.

In April 2012, the Michigan Court of Appeals ruled in an appeal filed by ABATE that disputed the MPSC’s decision to authorize an electric revenue decoupling mechanism for Detroit Edison. The Court concluded that the MPSC lacks statutory authority to approve or direct the use of a revenue decoupling mechanism for electric providers. Consumers cannot predict whether this decision will be appealed to the Michigan Supreme Court or the timing or outcome of any such appeal. As a result, Consumers determined that it no longer met the accounting criteria for recognition of a regulatory asset under an alternative revenue program, and wrote off its $59 million electric revenue decoupling mechanism regulatory asset at March 31, 2012. Although the case before the Court of Appeals related specifically to Detroit Edison, Consumers will continue to pursue all of its legal and regulatory avenues to recover its decoupling revenues, including participating in or supporting any appeal of the Detroit Edison decision.

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, 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.

 — 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 for $120 million 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.

The 2008 Energy Law limits alternative electric supply to ten percent of Consumers’ weather-adjusted retail sales of the preceding calendar year. At March 31, 2012, Consumers’ electric deliveries under the ROA program were at the ten percent limit. In March 2012, a bill was introduced to the Michigan Senate and House of Representatives that would revise the 2008 Energy Law and immediately allow customers on the ROA program waiting list to switch their service to an alternative electric supplier. Presently, the proportion of Consumers’ electric deliveries under the ROA program and on the ROA waiting list is 22 percent. The revision also proposes an increase in the cap of six percentage points per year from 2013 through 2015. Consumers is unable to predict the outcome of the proposed legislation.

Environmental regulation is another area of importance for CMS Energy and Consumers, and they are monitoring numerous legislative and regulatory initiatives, including 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

14

replaces CAIR. In December 2011, due to litigation surrounding CSAPR, the U.S. Court of Appeals for the D.C. Circuit issued a stay of CSAPR, stating that CAIR would remain in place while the court considers the issues.

Additionally, in February 2012, the EPA published its final MACT emission standards for electric generating units, based on Section 112 of the Clean Air Act, calling the final rule MATS. Although numerous parties, including the State of Michigan, and 26 other stateshave sought to improve air quality by reducing power plant emissions that allegedly contributeextend the deadline of MATS, it is expected to ground-level ozone and fine particle pollutiontake effect in other downwind states. This rule, which replaces CAIR, mandates emission reductions beginning in 2012.2015. 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 2011CSAPR and BeyondMATS.

FINANCIAL PERFORMANCEIN 2012AND BEYOND

For the three months ended September 30, 2011,March 31, 2012, CMS Energy’s net income available to common stockholders was $139$67 million, and diluted earnings per shareEPS were $0.53.$0.25. This compares with net income available to common stockholders of $134$135 million and diluted earnings per shareEPS of $0.53$0.52 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 theMarch 31, 2011. The two main factors contributing to CMS Energy’s improved performance for the nine months ended September 30, 2011decline in earnings in 2012 were benefits frommilder weather, which resulted in lower gas and electric deliveries to customers, 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 enactmentwrite-off of the MCIT in May 2011 was offset by the absence, in 2011, of an insurance settlement recovery recorded in 2010.

Consumers’ $59 million electric revenue decoupling mechanism regulatory asset, as discussed above.

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

CMS Energy believesand Consumers believe 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 thanabout 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 to2016. This outlook reflects growth in gas demand offset by 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.

15

RESULTS OF OPERATIONS

CMS Energy’s Consolidated Results of OperationsENERGY CONSOLIDATED RESULTSOF 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 
 

In Millions, Except Per Share Amounts   

 

 
     Three Months Ended March 31    2012     2011     Change   

 

 

Net Income Available to Common Stockholders

    $67      $135      $(68)  

Basic Earnings Per Share

    $0.26      $0.54      $(0.28)  

Diluted Earnings Per Share

    $    0.25      $    0.52      $  (0.27)  

 

 

 

In Millions  

 

 

 

     Three Months Ended March 31

     2012       2011       Change    

 

 

Electric utility

    $21      $65      $(44)  

Gas utility

     55       88       (33)  

Enterprises

     5       3       2   

Corporate interest and other

     (21)      (23)      2   

Discontinued operations

     7       2       5   

 

 

Net Income Available to Common Stockholders

    $67      $    135      $(68)  

 

 

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, 20112012 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 
 

16

2011:

In Millions  

 

     2012 better/(worse) than 2011        

 

Gas sales

              $  (37)  

Electric sales

      (21)  

Electric and gas rate orders

      30   

Other, including depreciation and property tax

      (13)          $  (41)
      

 

  

Charge to write off electric decoupling regulatory asset

        (36)

Higher subsidiary earnings of enterprises segment

        3 

Lower corporate fixed charges and other

        2 

Other, mainly the elimination of a liability related to a previously sold business

        4 

 

Total change

        $  (68)

 

CONSUMERS ELECTRIC UTILITY RESULTSOF OPERATIONS

In Millions   

 

 
     Three Months Ended March 31    2012     2011     Change   

 

 

Net Income Available to Common Stockholders

     $       21       $         65       $       (44)  

 

 

Reasons for the change

            

Electric deliveries and rate increases

             $       (57)  

Maintenance and other operating expenses

             (3)  

Depreciation and amortization

             (6)  

General taxes

             (1)  

Interest charges

             1   

Income taxes

             22   

 

 

Total change

             $       (44)  

 

 

Consumers’ Electric Utility Results of Operations

             
In Millions 
September 30 2011  2010  Change 
 
Net Income Available to CommonStockholders
          
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,March 31, 2012, electric delivery revenues increased $3decreased $57 million compared with 2010.2011. This variance wasdecrease reflected a $59 million charge to write off Consumers’ electric decoupling mechanism regulatory asset following a Court of Appeals ruling stating that the MPSC lacked statutory authority to adopt a revenue decoupling mechanism for electric utilities. In addition, a $19 million decrease in revenues due to additional revenues of $17 million resulting from a November 2010 rate increasemilder weather in 2012 and a $14$6 million increasedecrease in sales to Consumers’ industrial customers, offset partially by the impact of customers switching from demand rates to energy-only rates. These increasesother miscellaneous revenues were also offset largely by a $28$27 million decreaseincrease in surcharge revenues and related reserves. Overall, deliveriesfrom a December 2011 self-implemented rate increase. Deliveries to end-use customers were 10.49.2 billion kWh in 20112012 and 10.59.3 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.
2011.

Maintenance and other operating expenses:For the three months ended September 30, 2011,March 31, 2012, maintenance and other operating expenses increased $14$3 million compared with 2010.2011. This variance was due to $6��consisted of a $4 million increase in energy optimization program costs, the absence, in 2012, of higher service restoration costsa $3 million insurance refund recorded in 2011, and $14a $4 million of higher forestry andincrease in other operating expenses. These increases were offset partially by the absence,$8 million 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,lower plant maintenance and other operating expenses. These increases were offset partially by the absence,costs in 2011,

17

2012.

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,March 31, 2012, depreciation and amortization expense decreased $14increased $6 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 primarily to lower amortization expense on certain regulatory assets, offset partially by higher depreciation expense from increased plant in service.

GeneralIncome taxes:For the three months ended September 30, 2011, generalMarch 31, 2012, income taxes decreased $6$22 million compared with 2010,2011, 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 higherlower electric utility earnings in 2011.
2012.

Consumers’ Gas Utility Results of OperationsCONSUMERS GAS UTILITY RESULTSOF 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 
 

In Millions   

 

 
     Three Months Ended March 31    2012     2011     Change   

 

 

Net Income Available to Common Stockholders

     $     55       $     88       $     (33)  

 

 

Reasons for the change

            

Gas deliveries and rate increases

             $     (36)  

Maintenance and other operating expenses

             (9)  

Depreciation and amortization

             (4)  

General taxes

             (1)  

Interest charges

             1   

Income taxes

             16   

 

 

Total change

             $     (33)  

 

 

Gas deliveries and rate increases:For the three months ended September 30, 2011,March 31, 2012, gas delivery revenues increased $3decreased $36 million compared with 2010.2011. This increase wasdecrease reflected $59 million of lower customer deliveries, due primarily to themilder weather in 2012. The decrease was offset partially by additional revenues of $15 million from a May 2011 rate increase.increase and an $8 million increase in other miscellaneous revenues. Gas deliveries, including miscellaneous transportation to end-use customers, were 25.5106.4 bcf in 2011,2012, a decrease of 0.527.5 bcf, or 1.920.5 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.

18

Maintenance and other operating expenses:For the three months ended September 30, 2011, maintenance and other operating expenses increased $14 million compared with 2010, reflecting higher distribution operating expenses.
For the nine months ended September 30, 2011,March 31, 2012, maintenance and other operating expenses increased $9 million compared with 2010. The increase was2011, due primarily to $16 million of higher distribution operating expenses, offset partially by the absence,energy optimization program costs 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.
2012.

Depreciation and amortization:For the ninethree months ended September 30, 2011,March 31, 2012, depreciation and amortization expense increased $6$4 million compared with 2010,2011, due primarily 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,March 31, 2012, income taxes decreased $5$16 million compared with 2010,2011, 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.
2012.

Enterprises Results of OperationsENTERPRISES RESULTSOF 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)
 

In Millions   

 

 
     Three Months Ended March 31    2012     2011     Change   

 

 

Net Income Available to Common Stockholders

     $        5       $        3       $        2    

 

 

For the three months ended September 30, 2011,March 31, 2012, net income of the enterprises segment decreased $5increased $2 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.
Michigan Business Tax benefit.

Corporate Interest and Other Results of OperationsCORPORATE INTERESTAND OTHER RESULTSOF 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 
 

In Millions   

 

 
     Three Months Ended March 31    2012     2011     Change   

 

 

Net Loss Available to Common Stockholders

     $     (21)      $     (23)      $        2    

 

 

For the three months ended September 30, 2011,March 31, 2012, corporate interest and other net expenses decreased $14$2 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

19

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 wereinterest expense, reflecting 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.
interest rates.

Discontinued OperationsDISCONTINUED OPERATIONS

For the ninethree months ended September 30, 2011,March 31, 2012, income of $2 million was recorded from discontinued operations duewas $7 million, reflecting the elimination of a liability related to a legal settlement,prior asset sale, compared with a lossincome from discontinued operations of $17$2 million in 20102011 as a result of a favorable legal settlement related to prior asset sales.

20a previously sold business.

CASH POSITION, INVESTING, AND FINANCING

At September 30, 2011,March 31, 2012, CMS Energy had $623$387 million of consolidated cash and cash equivalents, andwhich included $29 million of restricted cash and cash equivalents. At September 30, 2011,equivalents, and Consumers had $373$201 million of consolidated cash and cash equivalents, andwhich included $28 million of restricted cash and cash equivalents.

Operating ActivitiesOPERATING ACTIVITIES

Presented in the following table are specific components of net cash provided by operating activities for the ninethree months ended September 30, 2011March 31, 2012 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.
2011:

In Millions  

 

 
     Three Months Ended March 31    2012     2011     Change  

 

 

CMS ENERGY,INCLUDING CONSUMERS

            

Net income

           $          67       $        135       $        (68)  

Non-cash transactions1

     280       296       (16)  
    

 

 

 
     $        347       $        431       $        (84)  

Postretirement benefits contributions

     (19)      (19)      -   

Decrease in core working capital2

     322       462       (140)  

Other changes in assets and liabilities, net

     (15)      (33)      18   

 

 

Net cash provided by operating activities

             $        635       $        841       $      (206)  

 

 

CONSUMERS

    

Net income

           $          76       $        153       $        (77)  

Non-cash transactions1

     256       256       -   
    

 

 

 
     $        332       $        409       $        (77)  

Postretirement benefits contributions

     (18)      (19)      1   

Decrease in core working capital2

     328       467       (139)  

Other changes in assets and liabilities, net

     39       10       29   

 

 

Net cash provided by operating activities

     $        681       $        867       $      (186)  

 

 

1

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

2

Changes in core working capital comprise changes in accounts receivable and accrued revenues, inventories, and accounts payable.

For the ninethree months ended September 30, 2011,March 31, 2012, net cash provided by operating activities at CMS Energy increased $197decreased $206 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, and net cash provided by operating activities at Consumers increased $345decreased $186 million compared with 2010.2011. The increase wasdecreases were due primarily to the absencelower gas sales and a smaller reduction in core working capital, reflecting lower usage of Pension Plan contributions in 2011, increased collections of accounts receivable, and the absence, in 2011, of refunds paid to customers in 2010.

21gas inventory.

INVESTING ACTIVITIES

Investing Activities
Presented in the following table are specific components of net cash used in investing activities for the ninethree months ended September 30, 2011March 31, 2012 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)
 
2011:

In Millions  

 

 
     Three Months Ended March 31    2012     2011     Change  

 

 

CMS ENERGY,INCLUDING CONSUMERS

            

Capital expenditures

     $         (294)       $     (191)       $     (103)  

Costs to retire property and other

     (19)       (37)       18   

 

 

Net cash used in investing activities

     $         (313)       $     (228)       $       (85)  

 

 

CONSUMERS

            

Capital expenditures

     $         (294)       $     (186)       $     (108)  

Costs to retire property and other

     (18)       (42)       24   

 

 

Net cash used in investing activities

     $         (312)       $     (228)       $       (84)  

 

 

For the ninethree months ended September 30, 2011,March 31, 2012, net cash used in investing activities increased $26 million at CMS Energy increased $85 million compared with 2010. This variance was due to an increase in capital expenditures2011, 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 increased $84 million compared with 2010.2011. The variance wasincreases were due primarily to an increaseincreases in asset retirement costs and other investing activities, including Consumers’ contribution of $20 million to its SERP fund.
capital expenditures.

Financing ActivitiesFINANCING ACTIVITIES

Presented in the following table are specific components of net cash (used in) provided by financing activities for the ninethree months ended September 30, 2011March 31, 2012 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)
 
2011:

In Millions  

 

 
     Three Months Ended March 31    2012     2011     Change  

 

 

CMS ENERGY,INCLUDING CONSUMERS

            

Issuance of FMBs, senior notes, and other debt

     $           405        $        13        $       392   

Retirement of debt and other debt maturity payments

     (459)       (13)       (446)  

Payments of common stock dividends

     (62)       (53)       (9)  

Other financing activities

     (9)       (8)       (1)  

 

 

Net cash used in financing activities

     $          (125)       $       (61)       $       (64)  

 

 

CONSUMERS

            

Retirement of debt and other debt maturity payments

     $          (310)       $         (9)       $     (301)  

Payments of common stock dividends

     (115)       (104)       (11)  

Stockholder contribution from CMS Energy

     150        125        25   

Other financing activities

     (6)       (9)       3   

 

 

Net cash (used in) provided by financing activities

     $          (281)       $          3        $     (284)  

 

 

For the ninethree months ended September 30, 2011,March 31, 2012, net cash used in financing activities at CMS Energy increased $404$64 million compared with 2011, due primarily to 2010. The change was due to a decreasean increase in net proceeds from borrowings and higher dividend payments in 2011.

22

debt retirements.

For the ninethree months ended September 30, 2011,March 31, 2012, net cash used in financing activities at Consumers increased $194$284 million compared with 2010. The change was2011, due primarily to an increase in net debt retirements, of debt, a lower stockholder’soffset partially by an increase in the stockholder contribution from CMS Energy, and higher dividend payments in 2011.
Energy.

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 beis restricted by certain terms included in its articles of incorporation and potentially 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 5,5: Financings “Dividend– Dividend Restrictions.” For the ninethree months ended September 30, 2011,March 31, 2012, Consumers paid $292$115 million in common stock dividends to CMS Energy.

In June 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 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. CMS Energy did not issue any common stock under this program during the three months ended March 31, 2012.

Consumers uses cash flows generated from operations and external financing transactions, as well as stockholder’sstockholder 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 
 
CMSEnergy
                    
Revolving credit facility1
 $550  $—  $3  $547  March 2016
 
Consumers
                    
Revolving credit facility2,3
 $500  $—  $1  $499  March 2016
Revolving credit facility3
  150   —   —   150  August 2013
Revolving credit facility3,4
  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.
2012:

In Millions  

 

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

 

CMS ENERGY

                    

Revolving credit facility1

         $  550           $        -               $        3           $  547      March 2016  

 

CONSUMERS

                    

Revolving credit facility2

         $  500           $        -               $        1           $  499      March 2016  

Revolving credit facility2,3

     150       -       -       150      August 2013  

Revolving credit facility2

     30       -       30       -      September 2014  

 

1

Obligations under this facility are secured by Consumers common stock.

2

Obligations under this facility are secured by FMBs of Consumers.

3

In April 2012, the expiration date was extended to April 2017.

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,March 31, 2012, $250 million of accounts receivable were eligible for transfer under this program.

23

Certain of CMS Energy’s and Consumers’ credit agreements and debt indentures contain covenants that require CMS Energy and Consumers to maintain certain financial ratios. CMS Energy’s $550 million revolving credit agreement specifiesand its $180 million unsecured term loan credit agreement specify a maximum debt-to-EBITDA ratio, as defined therein. Certain of CMS Energy’s senior notes indenture supplements and its $180 million term loan credit agreement specify a minimum interest coverage ratio, as defined therein. Consumers’ $500 million revolving credit agreements and its revolving accounts receivable purchase agreement specifiesspecify a maximum debt-to-capital ratio, as defined therein. At March 31, 2012, no events of default had occurred with respect to any debt covenants contained in CMS Energy and Consumers’ credit agreements or debt indentures. CMS Energy and Consumers were each in compliance with these limits as of September 30, 2011,March 31, 2012, as presented in the following table:

 
    
Ratio at
Revolving Credit Agreement or Facility    Description    Maximum Limit    September 30, 2011Ratio at  
March 31, 2012  		 
CMS Energy

 

CMS ENERGY

$550 million revolving credit agreement and $180 million term loan credit agreement

    Debt to EBITDA    £    6.0 to 1.06.05.0 to 1.0  

Senior notes indenture

Interest Coverage>    1.6 to 1.0     3.6 to 1.0  4.74

$180 million term loan credit agreement

Interest Coverage>    2.0 to 1.0    
Consumers
 3.6 to 1.0    

CONSUMERS

$500 million and $30 million revolving credit agreementagreements and $35 million and $68 million reimbursement agreements

    Debt to Capital    £0.65 to 1.0     0.490.46 to 1.0  

$150 million revolving credit agreement and $250 million accounts receivable purchase agreement

Debt to Capital£  0.70 to 1.00.46 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 20112012 and beyond.

Off-Balance-Sheet ArrangementsOFF-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.estimable; the maximum obligation under indemnities for which such amounts were estimable was $512 million at March 31, 2012. 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 3,3: Contingencies and Commitments “Guarantees.”

24

– Guarantees.

OUTLOOK

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��Part II – Item 1A. Risk Factors.
Consumers’ Electric Utility Business OutlookFactors; and UncertaintiesNote 3: Contingencies and Commitments.

CONSUMERS ELECTRIC UTILITY BUSINESS OUTLOOKAND UNCERTAINTIES

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

 •— 

energy efficiency;

 •— 

demand management;

 •— 

expanded use of renewable energy;

 •— 

development of new power plants;

 •— pursuit of additional PPAs

power or generating asset purchases to complement existing generating sources;

 •— 

continued operation or upgrade of existing units; and

 •— 

potential retirement or mothballing of older generating units.

In 2010,December 2011, Consumers announcedformally canceled its plans to defer the development of its proposedbuild an 830-MW coal-fueled plant at its Karn/Weadock generating complex. This decision reflects reduced customer usagepresent 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 otheranticipated market conditions, new environmental standards, 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 extensionConsumers’ expectations of the project’s air permit,generation sources that will provide the best energy value to customers. Consumers also plans to mothball seven of its smaller coal-fueled units in 2015. Consumers will continue to evaluate its options for the plants, 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.

include:

—

installing more environmental equipment on the units to reduce emissions further in order to meet new environmental standards and continue to operate the units;

—

converting the units to natural gas instead of coal;

—

decommissioning the units; and

—

a combination of these three options, depending on customer needs and market conditions.

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,March 31, 2012, the combination of these sources represented 84100 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,March 2012, 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 81,00083,000 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

25

for the construction of Lake Winds Energy Park. TheAlthough opposed by certain parties, 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 toAppeals and the Mason County Circuit Court. Construction of the Lake Winds Energy Park began in November 2011. 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.
Upon completion of the Lake Winds and Cross Winds Energy Parks, Consumers will have purchased or constructed 110 percent of the 2015 renewable capacity requirement.

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 in Michigan are improving, and expects weather-adjusted electric deliveries to increase in 20112012 by 1.5two percent compared with 2010.

2011.

Consumers expects average electric delivery growth of more thanabout 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,March 31, 2012, electric deliveries under the ROA program were at the ten percent limit and alternative electric suppliers were providing 792786 MW of generation service to ROA customers. Based on 20102011 weather-adjusted retail sales, Consumers expects 20112012 electric deliveries under the ROA program to be at a similar level to 2010.

2011.

In March 2012, a bill was introduced to the Michigan Senate and House of Representatives that would revise the 2008 Energy Law and immediately allow customers on the ROA program waiting list to switch their service to an alternative electric supplier. Presently, the proportion of Consumers’ electric deliveries under the ROA program and on the ROA waiting list is 22 percent. The revision also proposes an increase in the cap of six percentage points per year from 2013 through 2015. Consumers is unable to predict the outcome of the proposed legislation.

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 and FERC approved 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 JanuaryDecember 2011, Consumers, along with the Michigan Attorney General, ABATE, Detroit Edison, the Michigan Municipal Electric Association, and the Michigan Public Power Agency, filed a petition for review of FERC’s order with the U.S. Court of Appeals for the Seventh Circuit following FERC’s denial of their request for rehearing with FERC, opposing the allocation methodology in the MISO tariff revision. In October 2011, FERC deniedRegardless of the outcome of this request for rehearing.appeal, Consumers expects to continue to recover transmission expenses, including those associated with the MISO tariff revision, through the PSCR process.

26

Electric Rate Matters:Rate matters are critical to Consumers’ electric utility business. See Note 4, Regulatory Matters, “Consumers’ Electric Utility” forFor additional details on the followingConsumers’ 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.
matters, see Note 4: Regulatory Matters.

Electric Depreciation:In June 2011, the MPSC approved a settlement agreement in Consumers’ 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.

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$1.5 billion from 20112012 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 2627 other states to improve air quality by reducing power plant emissions that allegedly contribute to ground levelground-level ozone and fine particle pollution in other downwind states. This rule mandateshad mandated emission reductions beginning in 2012.2012, which CMS Energy and Consumers were prepared to meet through fuel blend changes. In December 2011, due to litigation surrounding CSAPR, the U.S. Court of Appeals for the D.C. Circuit issued a separatestay of CSAPR, stating that CAIR would remain in place while the court considers the issues. The court heard oral arguments in April 2012, but related regulatory action,there is no timeline for a decision or order from the court.

In February 2012, 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 proposedpublished its final MACT emission standards for electric generating units, based on Section 112 of the Clean Air Act.Act, calling the final rule MATS. Under the proposed rule, someMATS, all of Consumers’ existing coal-fueled and oil-fueled electric generating units would requireare required to add additional controls for hazardous air pollutants. ExistingGenerally, 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 CAIR, CSAPR, and with MACT emission standards for electric generating units in its proposed form,MATS involves the installation of state-of-the-art emission control equipment;equipment at some facilities and the suspension of operations at others; however, Consumers continues to evaluate CSAPR and MACT emission standards for electric generating unitsMATS in conjunction with other EPA rulemakings, litigation, and congressional action. These rulesThis evaluation 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, mothballing, or repowering with an alternative fuel of some or all of Consumers’ older, smaller generating units or the temporary suspension of their operations.units.

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

27

Clean Air Act, including NSR and Title V. Consumers responded to these allegations in December 2011. 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 In the recent past, there have been numerous legislative and regulatory initiatives at the state, regional, and national levels that involve the regulation of greenhouse gases. Consumers monitorscontinues to monitor and commentscomment 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 limits 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.SU.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,March 2012, 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 standardsreleased its proposed “Standards of Performance for greenhouse gases at new and modified power plantsGreenhouse Gas Emissions for New Stationary Sources: Electric Utility Generating Units” pursuant to Section 111(b)111 of the Clean Air Act. This proposed rule applies only to new fossil-fuel-fired steam electric generating units. The EPA didstandard would require that carbon dioxide emissions not meet the September 2011 deadline and has not yet announcedexceed those of a new schedule for issuancemodern, efficient natural gas combined-cycle plant, regardless of the standards.fuel type. Consumers is analyzing this newly proposed rule. 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 needbe required 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 andregarding any proposed regulations involving new source performance standards regulations.

standards.

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:CCBs: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 evaluatingcontinues to evaluate this proposed rule and its potential impacts on Consumers’ plants. A final rule is expected in July 2012.

Consumers also expects the EPA to propose new regulations in July 2012 for wastewater discharges from electric generating plants that will require physical and/or chemical treatment facilities for all wastewater. A final rule is expected in 2014.

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

28

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 containpotentially containing PCBs.
A proposal is expected in late 2012.

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

Consumers’ Gas Utility Business Outlook and UncertaintiesCONSUMERS GAS UTILITY BUSINESS OUTLOOKAND UNCERTAINTIES

Gas Deliveries:Consumers believes economic conditions in Michigan are improving, and expects weather-adjusted gas deliveries in 2012 to increase in 2011 by three percent compared with 2010.remain unchanged from 2011. Over the next five years, Consumers expects average gas deliveries to remain stable. This outlook reflects modest growth in gas demand offset by the predicted effects of energy efficiency and conservation. 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.impacts.

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 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. The mechanism does not provide rate adjustments for changes in sales volumes arising from weather fluctuations. This mechanism mitigatesis intended to mitigate the impacts of energy efficiency programs, conservation, and changes in economic conditions on Consumers’ gas utility revenue.

revenue, but does not provide rate adjustments for changes in sales volumes arising from weather fluctuations.

Gas Rate Matters:Rate matters are critical to Consumers’ gas utility business. See Note 4, Regulatory Matters, “Consumers’ Gas Utility” forFor additional details on Consumers’ gas rate case, GCR,matters, see Note 4: Regulatory Matters.

Pending Gas Rate Case: 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, in order to recover investments made to enhance safety, system reliability, and gas revenue decoupling mechanism.

operational efficiencies that improve service to customers. In February 2012, the MPSC Staff recommended an annual rate reduction of $22 million, based on a 9.95 percent return on equity. Also in February, Consumers filed testimony and exhibits with the MPSC in support of a self-implemented annual rate increase of $23 million, based on a 10.5 percent return on equity. The MPSC issued an order stating that it did not find good cause to prevent implementation and accordingly, Consumers self-implemented an annual rate increase of $23 million, subject to refund with interest, in March 2012.

Presented in the following table are the components of the rate reduction recommended by the MPSC Staff and Consumers’ self-implemented rate increase:

In Millions   

 

 
   Components of the Rate Increase  

Rate Reduction 

Recommended by the 

MPSC Staff 

   

Consumers’ 

Self-Implemented 

Increase 

   Difference   

 

 

   Investment in rate base

   $       17      $     22      $       (5)   

   Uncollectible accounts

   3      15      (12)   

   Cost of capital

   (11)     1      (12)   

   Gross margin

   (18)     (11)     (7)   

   Operating and maintenance costs

   (13)     (4)     (9)   

 

 

   Total

   $     (22)     $     23      $     (45)   

 

 

Gas Pipeline Safety:In response toJanuary 2012, President Obama signed the natural gasPipeline Safety, Regulatory Certainty, and Job Creation Act of 2011. The law reauthorizes existing federal pipeline explosion that occurred in San Bruno, California in September 2010safety programs of the Pipeline and other recent events, the U.S. House of RepresentativesHazardous Materials Safety Administration through 2015 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 containit contains provisions mandating:

 •— 

an increase in the installation of automatic shutoff equipment in high consequence areas;maximum fine for safety violations to $2 million;

 •— redefinition

an increase in the number of pipeline inspectors;

—

a study regarding application of integrity management requirements outside of “high consequence areas”;areas;”

 •— increased civil penalties;
•prescribed notification and on-site incident response times;
•

a survey regarding existing plans for safe management and replacement of cast iron pipelines;

 •— consideration of seismic activity;

prescribed notification and on-site incident response times;

 •— 

installation of automatic or remotely controlled shut-off valves on new or replaced pipelines where feasible;

—

verification of maximum allowable operating pressure of all pipelines;pipelines in populated areas; and

 •— certain disclosures to homeowners and regulatory agencies.

pressure testing (or equivalent) of previously untested pipelines.

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

29

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 3,3: Contingencies and Commitments “Consumers’– Consumers Gas Utility Contingencies —– Gas Environmental Matters.”

Consumers’ Other Outlook and UncertaintiesCONSUMERS OTHER OUTLOOKAND 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 installingplans to install communication modules on gas meters in areas where Consumers provides both electricity and natural gas to customers.

Enterprises Outlook and UncertaintiesENTERPRISES OUTLOOKAND 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;

 •— 

obligations related to a tax claim from the government of Equatorial Guinea;

—

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 3,3: Contingencies and Commitments.

Other Outlook and UncertaintiesOTHER OUTLOOKAND 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 onetwo percent of CMS Energy’s net assets at September 30, 2011,March 31, 2012, and twoseven percent of CMS Energy’s net income available to common stockholders for the ninethree months ended September 30, 2011.March 31, 2012. The carrying value of EnerBank’s loan portfolio was $439$477 million at September 30, 2011.March 31, 2012. Its loan portfolio was funded

primarily by deposit liabilities of $422$476 million. Twelve-month rolling average default rates on loans held by EnerBank have declined from 1.41.3 percent at DecemberMarch 31, 20102011 to 1.00.8 percent at September 30, 2011.March 31, 2012. CMS Energy is required both by law and by contract to provide financial support, including infusing additional capital, to ensure that EnerBank remains well capitalized.

30

satisfies mandated capital requirements and has sufficient liquidity to operate. Presently, EnerBank meets or exceeds all of its capital requirements.

Employee Separation Program: In April 2012, CMS Energy announced a voluntary separation program for its salaried employees. Under the program, an employee may elect to request separation, and management will decide whether to accept the request and approve the employee’s separation. The target separation date for employees who participate in the program is July 1, 2012. CMS Energy cannot presently predict the level of participation in the program.

Litigation:CMS Energy, Consumers, and certain of their subsidiaries are named as parties in various litigation matters, as well as in administrative proceedings before various courts and governmental agencies, arising in the ordinary course of business. For additional details regarding these and other legal matters, see Note 3,3: Contingencies and Commitments and Note 4,4: Regulatory Matters.

NEW ACCOUNTING STANDARDS

For details regarding the implementation of new accounting standards and new accounting standards issued that are not yet effective,during the three months ended March 31, 2012, see Note 1,1: New Accounting Standards.

31

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 
 

In Millions    

 

 
Three Months Ended March 31  2012     2011   

 

 

Operating Revenue

     $      1,743       $      2,055    

Operating Expenses

    

Fuel for electric generation

   130       152    

Purchased and interchange power

   317       300    

Purchased power – related parties

   22       21    

Cost of gas sold

   550       768    

Maintenance and other operating expenses

   295       279    

Depreciation and amortization

   172       162    

General taxes

   69       67    
  

 

 

 

Total operating expenses

   1,555       1,749    

 

 

Operating Income

   188       306    

Other Income (Expense)

    

Interest income

   1       2    

Allowance for equity funds used during construction

   2       1    

Income from equity method investees

   5       4    

Other income

   3       4    

Other expense

   (2)      (2)   
  

 

 

 

Total other income

   9       9    

 

 

Interest Charges

    

Interest on long-term debt

   94       100    

Other interest expense

   6       6    

Allowance for borrowed funds used during construction

   (1)      (1)   
  

 

 

 

Total interest charges

   99       105    

 

 

Income Before Income Taxes

   98       210    

Income Tax Expense

   38       77    
  

 

 

 

Income From Continuing Operations

   60       133    

Income From Discontinued Operations,

    

Net of Tax Expense of $4 and $1

   7       2    
  

 

 

 

Net Income Available to Common Stockholders

     $           67       $         135    

 

 

In Millions, Except Per Share Amounts   

 

 
Three Months Ended March 31  2012   2011   

 

 

Net Income Attributable to Common Stockholders

    

Amounts attributable to continuing operations

     $           60     $         133    

Amounts attributable to discontinued operations

   7     2    
  

 

 

 

Net income available to common stockholders

     $           67     $         135    
  

 

 

 

Basic Earnings Per Average Common Share

    

Basic earnings from continuing operations

     $        0.23     $        0.53    

Basic earnings from discontinued operations

   0.03     0.01    
  

 

 

 

Basic earnings attributable to common stock

     $        0.26     $        0.54    
  

 

 

 

Diluted Earnings Per Average Common Share

    

Diluted earnings from continuing operations

     $        0.22     $        0.51    

Diluted earnings from discontinued operations

   0.03     0.01    
  

 

 

 

Diluted earnings attributable to common stock

     $        0.25     $        0.52    
  

 

 

 

Dividends Declared Per Common Share

     $        0.24     $        0.21    

 

 

The accompanying notes are an integral part of these statements.

32

                 
  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 
 

33

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34

CMS Energy Corporation

Consolidated Statements of Cash Flows
Comprehensive Income

(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 
 

In Millions   

 

 
Three Months Ended March 31  2012   2011   

 

 

Net Income

     $            67     $          135    

Retirement benefits liability

    

Retirement benefits liability adjustments, net of tax of $ - in 2012 and 2011

   1     -    

Investments

    

Unrealized gain on investments, net of tax of $ - in 2012 and 2011

   1     -    
  

 

 

 

Other Comprehensive Income

   2     -    

 

 

Total Comprehensive Income

     $            69     $          135    

 

 

The accompanying notes are an integral part of these statements.

35

CMS Energy Corporation

Consolidated Balance Sheets
Statements of Cash Flows

(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 
 

In Millions   

 

 
Three Months Ended March 31  2012   2011   

 

 

Cash Flows from Operating Activities

    

Net income

     $          67      $        135    

Adjustments to reconcile net income to net cash provided by operating activities

    

Depreciation and amortization

   172      162    

Deferred income taxes and investment tax credit

   42      73    

Postretirement benefits expense

   47      40    

Other non-cash operating activities

   19      21    

Postretirement benefits contributions

   (19)     (19)   

Changes in other assets and liabilities:

    

Decrease in accounts receivable, notes receivable, and accrued revenue

   99      9    

Decrease in accrued power supply revenue

   -      15    

Decrease in inventories

   312      462    

Decrease in accounts payable

   (89)     (9)   

Decrease in accrued expenses

   (109)     (89)   

Decrease in other current and non-current assets

   113      29    

Increase (decrease) in other current and non-current liabilities

   (19)     12    
  

 

 

 

Net cash provided by operating activities

   635      841    

 

 

Cash Flows from Investing Activities

    

Capital expenditures (excludes assets placed under capital lease)

   (294)     (191)   

Cost to retire property

   (7)     (17)   

Other investing activities

   (12)     (20)   
  

 

 

 

Net cash used in investing activities

   (313)     (228)   

 

 

Cash Flows from Financing Activities

    

Proceeds from issuance of long-term debt

   390      -    

Proceeds from EnerBank notes, net

   15      13    

Retirement of long-term debt

   (459)     (13)   

Payment of common stock dividends

   (62)     (53)   

Payment of capital and finance lease obligations

   (6)     (6)   

Other financing costs

   (3)     (2)   
  

 

 

 

Net cash used in financing activities

   (125)     (61)   

 

 

Net Increase in Cash and Cash Equivalents, Including Assets Held for Sale

   197      552    

Decrease in Cash and Cash Equivalents Included in Assets Held for Sale

   -      2    
  

 

 

 

Net Increase in Cash and Cash Equivalents

   197      554    

Cash and Cash Equivalents, Beginning of Period

   161      247    
  

 

 

 

Cash and Cash Equivalents, End of Period

     $        358      $        801    

 

 

The accompanying notes are an integral part of these statements.

36

         
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 
 

37

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 
 

38

Balance Sheets

(Unaudited)

ASSETS

In Millions 

 

 
   March 31 
2012  		   December 31 
2011  		 

 

 

Current Assets

    

Cash and cash equivalents

     $             358       $             161    

Restricted cash and cash equivalents

   29       27    

Accounts receivable and accrued revenue, less allowances of $35 in 2012 and 2011

   750       869    

Notes receivable

   25       49    

Accounts receivable – related parties

   10       10    

Inventories at average cost

    

Gas in underground storage

   610       929    

Materials and supplies

   96       92    

Generating plant fuel stock

   182       166    

Deferred income taxes

   3       24    

Deferred property taxes

   155       187    

Regulatory assets

   -       1    

Prepayments and other current assets

   50       50    
  

 

 

 

Total current assets

   2,268       2,565    

 

 

Plant, Property, and Equipment

    

Plant, property, and equipment, gross

   14,864       14,751    

Less accumulated depreciation and amortization

   5,008       4,901    
  

 

 

 

Plant, property, and equipment, net

   9,856       9,850    

Construction work in progress

   899       783    
  

 

 

 

Total plant, property, and equipment

   10,755       10,633    

 

 

Other Non-current Assets

    

Regulatory assets

   2,362       2,466    

Accounts and notes receivable, less allowances of $5 in 2012 and 2011

   454       462    

Investments

   53       50    

Other

   268       276    
  

 

 

 

Total other non-current assets

   3,137       3,254    

 

 

Total Assets

     $        16,160       $        16,452    

 

 

                 
In Millions 
  Three Months Ended  Nine Months Ended 
September 30 2011  2010  2011  2010 
 
1 Disclosure of Comprehensive Income:
                
                 
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 
                 
Retirement benefits liability:                
Retirement benefits liability adjustments, net of tax of $1, $-, $1, and $1 respectively  —   —   1   2 
                 
Investments:                
Unrealized loss on investments, net of tax of $- , $- , $- , and $- respectively  (2)  —   (1)  — 
   
                 
Total Comprehensive Income $137  $145  $374  $317 
 

LIABILITIES AND EQUITY

In Millions 

 

 
   March 31
2012  		   December 31 
2011  		 

 

 

Current Liabilities

    

Current portion of long-term debt, capital and finance lease obligations

   $             837       $          1,057    

Accounts payable

   409       575    

Accounts payable – related parties

   8       9    

Accrued rate refunds

   34       30    

Accrued interest

   66       101    

Accrued taxes

   206       282    

Regulatory liabilities

   120       125    

Other current liabilities

   139       159    
  

 

 

 

Total current liabilities

   1,819       2,338    

 

 

Non-current Liabilities

    

Long-term debt

   6,193       6,040    

Non-current portion of capital and finance lease obligations

   162       167    

Regulatory liabilities

   1,919       1,875    

Postretirement benefits

   1,288       1,289    

Asset retirement obligations

   257       254    

Deferred investment tax credit

   45       46    

Deferred income taxes

   1,056       1,035    

Other non-current liabilities

   328       336    
  

 

 

 

Total non-current liabilities

   11,248       11,042    

 

 

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

    

Equity

    

Common stockholders equity

    

Common stock, authorized 350.0 shares; outstanding 257.4 shares in 2012 and 254.1 shares in 2011

   3       3    

Other paid-in capital

   4,641       4,627    

Accumulated other comprehensive loss

   (47)      (49)   

Accumulated deficit

   (1,548)      (1,553)   
  

 

 

 

Total common stockholders equity

   3,049       3,028    

Noncontrolling interests

   44       44    
  

 

 

 

Total equity

   3,093       3,072    

 

 

Total Liabilities and Equity

   $        16,160       $        16,452    

 

 

The accompanying notes are an integral part of these statements.

39

CMS Energy Corporation

Consumers Energy Company
Consolidated Statements of Income
Changes in Equity

(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 
 

In Millions   

 

 
Three Months Ended March 31  2012     2011   

 

 

Common Stock

    

At beginning of period

     $             3       $             2    

Common stock issued

   -       1    
  

 

 

 

At end of period

   3       3    

 

 

Other Paid-in Capital

    

At beginning of period

   4,627       4,588    

Common stock issued

   8       6    

Common stock reissued

   6       5    
  

 

 

 

At end of period

   4,641       4,599    

 

 

Accumulated Other Comprehensive Loss

    

Retirement benefits liability

    

At beginning of period

   (48)      (39)   

Retirement benefits liability adjustments

   1       -    
  

 

 

 

At end of period

   (47)      (39)   
  

 

 

 

Investments

    

At beginning of period

   -       -    

Unrealized gain on investments

   1       -    
  

 

 

 

At end of period

   1       -    
  

 

 

 

Derivative instruments

    

At beginning and end of period

   (1)      (1)   
  

 

 

 

At end of period

   (47)      (40)   

 

 

Accumulated Deficit

    

At beginning of period

   (1,553)      (1,757)   

Net income

   67       135    

Common stock dividends declared

   (62)      (53)   
  

 

 

 

At end of period

   (1,548)      (1,675)   

 

 

Noncontrolling Interests

    

At beginning and end of period

   44       44    

 

 

Total Equity

     $      3,093       $      2,931    

 

 

The accompanying notes are an integral part of these statements.

40

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Consumers Energy Company

Consolidated Statements of Cash Flows
Income

(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 
 

In Millions 

 

 
Three Months Ended March 31  2012     2011   

 

 

Operating Revenue

     $      1,675         $      1,988    

Operating Expenses

    

Fuel for electric generation

   106       129    

Purchased and interchange power

   313       293    

Purchased power – related parties

   21       21    

Cost of gas sold

   536       753    

Maintenance and other operating expenses

   277       265    

Depreciation and amortization

   171       161    

General taxes

   68       66    
  

 

 

 

Total operating expenses

   1,492       1,688    

 

 

Operating Income

   183       300    

Other Income (Expense)

    

Interest income

   1       2    

Allowance for equity funds used during construction

   2       1    

Other income

   8       8    

Other expense

   (2)      (2)   
  

 

 

 

Total other income

   9       9    

 

 

Interest Charges

    

Interest on long-term debt

   61       63    

Other interest expense

   4       4    

Allowance for borrowed funds used during construction

   (1)      (1)   
  

 

 

 

Total interest charges

   64       66    

 

 

Income Before Income Taxes

   128       243    

Income Tax Expense

   52       90    
  

 

 

 

Net Income Available to Common Stockholder

     $           76       $         153    

 

 

The accompanying notes are an integral part of these statements.

41

Consumers Energy Company

Consolidated Balance Sheets
Statements of Comprehensive Income

(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 
 

In Millions   

 

 
Three Months Ended March 31  2012     2011   

 

 

Net Income

     $            76       $        153    

Retirement benefits liability

    

Retirement benefits liability adjustments, net of tax of $- in 2012 and 2011

   1       1    

Investments

    

Unrealized loss on investments, net of tax benefit of $(2) in 2012 and $(1) in 2011

   (3)      (1)   
  

 

 

 

Other Comprehensive Loss

   (2)      -    

 

 

Total Comprehensive Income

     $            74       $        153    

 

 

The accompanying notes are an integral part of these statements.

42

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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 
 

43

Consumers Energy Company

Consolidated Statements of Changes in Equity
Cash Flows

(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 
 

In Millions   

 

 
Three Months Ended March 31  2012     2011   

 

 

Cash Flows from Operating Activities

    

Net income

     $          76       $        153    

Adjustments to reconcile net income to net cash provided by operating activities

    

Depreciation and amortization

   171       161    

Deferred income taxes and investment tax credit

   20       39    

Postretirement benefits expense

   46       39    

Other non-cash operating activities

   19       17    

Postretirement benefits contributions

   (18)      (19)   

Changes in other assets and liabilities:

    

Decrease in accounts receivable, notes receivable, and accrued revenue

   100       6    

Decrease in accrued power supply revenue

   -       15    

Decrease in inventories

   302       458    

Increase (decrease) in accounts payable

   (74)      3    

Decrease in accrued expenses

   (69)      (49)   

Decrease in other current and non-current assets

   112       30    

Increase (decrease) in other current and non-current liabilities

   (4)      14    
  

 

 

 

Net cash provided by operating activities

   681       867    

 

 

Cash Flows from Investing Activities

    

Capital expenditures (excludes assets placed under capital lease)

   (294)      (186)   

Cost to retire property

   (7)      (17)   

Other investing activities

   (11)      (25)   
  

 

 

 

Net cash used in investing activities

   (312)      (228)   

 

 

Cash Flows from Financing Activities

    

Retirement of long-term debt

   (310)      (9)   

Payment of common stock dividends

   (115)      (104)   

Stockholder’s contribution

   150       125    

Payment of capital and finance lease obligations

   (6)      (6)   

Other financing costs

   -       (3)   
  

 

 

 

Net cash (used in) provided by financing activities

   (281)      3    

 

 

Net Increase in Cash and Cash Equivalents

   88       642    

Cash and Cash Equivalents, Beginning of Period

   85       71    
  

 

 

 

Cash and Cash Equivalents, End of Period

     $        173       $        713    

 

 

The accompanying notes are an integral part of these statements.

44

Consumers Energy Company

Consolidated Balance Sheets

                 
In Millions 
  Three Months Ended  Nine Months Ended 
September 30 2011  2010  2011  2010 
 
                 
1 Disclosure of Comprehensive Income:
                
                 
Net income $155  $160  $400  $355 
                 
Retirement benefits liability:                
Retirement benefits liability adjustments, net of tax of $-, $- , $-, and $-, respectively  —   —   1   — 
                 
Investments:                
Unrealized gain (loss) on investments, net of tax benefit of $-, $(1) , $(1), and $(1), respectively  —   6   (1)  4 
   
                 
Total Comprehensive Income $155  $166  $400  $359 
 

45

(Unaudited)

ASSETS

In Millions 

 

 
   March 31 
2012  		   December 31 
2011  		 

 

 

Current Assets

    

Cash and cash equivalents

     $             173       $               85    

Restricted cash and cash equivalents

   28       26    

Accounts receivable and accrued revenue, less allowances of $33 in 2012 and 2011

   737       860    

Notes receivable

   -       23    

Accounts receivable – related parties

   1       1    

Inventories at average cost

    

Gas in underground storage

   607       929    

Materials and supplies

   93       88    

Generating plant fuel stock

   180       164    

Deferred property taxes

   155       187    

Regulatory assets

   -       1    

Prepayments and other current assets

   42       43    
  

 

 

 

Total current assets

   2,016       2,407    

 

 

Plant, Property, and Equipment

    

Plant, property, and equipment, gross

   14,733       14,621    

Less accumulated depreciation and amortization

   4,952       4,846    
  

 

 

 

Plant, property, and equipment, net

   9,781       9,775    

Construction work in progress

   899       782    
  

 

 

 

Total plant, property, and equipment

   10,680       10,557    

 

 

Other Non-current Assets

    

Regulatory assets

   2,362       2,466    

Accounts and notes receivable

   1       1    

Investments

   29       35    

Other

   179       196    
  

 

 

 

Total other non-current assets

   2,571       2,698    

 

 

Total Assets

     $        15,267       $        15,662    

 

 

LIABILITIES AND EQUITY

In Millions   

 

 
   March 31
2012 		   December 31 
2011  		 

 

 

Current Liabilities

    

Current portion of long-term debt, capital and finance lease obligations

     $               63      $             363    

Accounts payable

   396      561    

Accounts payable – related parties

   11      11    

Accrued rate refunds

   34      30    

Accrued interest

   39      73    

Accrued taxes

   250      287    

Deferred income taxes

   74      73    

Regulatory liabilities

   120      125    

Other current liabilities

   103      119    
  

 

 

 

Total current liabilities

   1,090      1,642    

 

 

Non-current Liabilities

    

Long-term debt

   3,977      3,987    

Non-current portion of capital and finance lease obligations

   162      167    

Regulatory liabilities

   1,919      1,875    

Postretirement benefits

   1,225      1,225    

Asset retirement obligations

   257      253    

Deferred investment tax credit

   45      46    

Deferred income taxes

   1,835      1,817    

Other non-current liabilities

   254      256    
  

 

 

 

Total non-current liabilities

   9,674      9,626    

 

 

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

    

Equity

    

Common stockholder equity

    

Common stock, authorized 125.0 shares; outstanding 84.1 shares for both periods

   841      841    

Other paid-in capital

   3,107      2,957    

Accumulated other comprehensive loss

   (4)     (2)   

Retained earnings

   515      554    
  

 

 

 

Total common stockholder equity

   4,459      4,350    

Preferred stock

   44      44    
  

 

 

 

Total equity

   4,503      4,394    

 

 

Total Liabilities and Equity

     $        15,267      $        15,662    

 

 

The accompanying notes are an integral part of these statements.

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46

Consumers Energy Company

Consolidated Statements of Changes in Equity

(Unaudited)

In Millions   

 

 
Three Months Ended March 31  2012    2011   

 

 

Common Stock

    

At beginning and end of period

     $         841        $         841    

 

 

Other Paid-in Capital

    

At beginning of period

   2,957      2,832    

Stockholder contribution

   150      125    
  

 

 

 

At end of period

   3,107      2,957    

 

 

Accumulated Other Comprehensive Loss

    

Retirement benefits liability

    

At beginning of period

   (19)     (16)   

Retirement benefits liability adjustments

   1      1    
  

 

 

 

At end of period

   (18)     (15)   
  

 

 

 

Investments

    

At beginning of period

   17      16    

Unrealized loss on investments

   (3)     (1)   
  

 

 

 

At end of period

   14      15    
  

 

 

 

At end of period

   (4)     -    

 

 

Retained Earnings

    

At beginning of period

   554      463    

Net income

   76      153    

Common stock dividends declared

   (115)     (104)   
  

 

 

 

At end of period

   515      512    

 

 

Preferred Stock

    

At beginning and end of period

   44      44    

 

 

Total Equity

     $      4,503        $      4,354    

 

 

The accompanying notes are an integral part of these statements.

CMS Energy Corporation

Consumers Energy Company

NOTES TO THE UNAUDITED 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 20102011 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

1: NEW ACCOUNTING STANDARDSIMPLEMENTATIONOF NEW ACCOUNTING STANDARDS

New Accounting Standards Not Yet Effective

ASU 2011-05, Presentation of Comprehensive Income:This standard, which became 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,Prior to the implementation of this standard, both CMS Energy and Consumers useused this option for their consolidated financial statements. Under the standard, entities will beare 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. CMS Energy and Consumers have chosen to present two separate consecutive statements. This standard will affectaffects only the presentation of comprehensive income inon 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, which became 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. This standard did not impact CMS Energy and Consumers are evaluating this standard,Energy’s or Consumers’ consolidated income, cash flows, or financial position, but they do not expect it to have a significant impact on their consolidated financial statements.

2: FAIR VALUE MEASUREMENTS
did require additional disclosures.

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.

47

 •— 

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 BasisASSETSAND LIABILITIES MEASUREDAT FAIR VALUEONA RECURRING BASIS

Presented in the following tabletables 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  $—  $— 
 

48

basis:

In Millions  

 

 
   March 31, 2012  Total   Level 1   Level 2   Level 3  

 

 

   CMS ENERGY,INCLUDING CONSUMERS

        

   Assets

        

Cash equivalents

   $     271     $     271     $         -     $         -   

Restricted cash equivalents

   14     14     -     -   

Nonqualified deferred compensation plan assets

   5     5     -     -   

SERP

        

Mutual funds

   126     126     -     -   

Derivative instruments

        

Commodity contracts

   3     1     1     1   

 

 

   Total

   $     419     $     417     $        1     $        1   

 

 

   Liabilities

        

Nonqualified deferred compensation plan liabilities

   $         5     $         5     $         -     $         -   

Derivative instruments

        

Commodity contracts

   7     -     5     2   

 

 

   Total

   $       12     $         5     $        5     $        2   

 

 

   CONSUMERS

        

   Assets

        

Cash equivalents

   $     122     $     122     $         -     $         -   

Restricted cash equivalents

   13     13     -     -   

CMS Energy common stock

   29     29     -     -   

Nonqualified deferred compensation plan assets

   3     3     -     -   

SERP

        

Mutual funds

   85     85     -     -   

Derivative instruments

        

Commodity contracts

   1     -     -     1   

 

 

   Total

   $     253     $     252     $         -     $        1   

 

 

   Liabilities

        

Nonqualified deferred compensation plan liabilities

   $         3     $         3     $         -     $         -   

 

 

   Total

   $         3     $         3     $         -     $         -   

 

 

In Millions  

 

 
   December 31, 2011  Total   Level 1   Level 2   Level 3  

 

 

   CMS ENERGY,INCLUDING CONSUMERS

        

   Assets

        

Cash equivalents

   $     109     $     109     $         -     $         -   

Restricted cash equivalents

   15     15     -     -   

Nonqualified deferred compensation plan assets

   4     4     -     -   

SERP

        

Cash equivalents

   1     1     -     -   

Mutual funds

   113     113     -     -   

Derivative instruments

        

Commodity contracts

   3     1     -     2   

 

 

   Total

   $     245     $     243     $         -     $        2   

 

 

   Liabilities

        

Nonqualified deferred compensation plan liabilities

   $         4     $         4     $         -     $         -   

Derivative instruments

        

Commodity contracts

   7     -     3     4   

 

 

   Total

   $       11     $         4     $        3     $        4   

 

 

   CONSUMERS

        

   Assets

        

Cash equivalents

   $       56     $       56     $         -     $         -   

Restricted cash equivalents

   14     14     -     -   

CMS Energy common stock

   35     35     -     -   

Nonqualified deferred compensation plan assets

   3     3     -     -   

SERP

        

Cash equivalents

   1     1     -     -   

Mutual funds

   74     74     -     -   

Derivative instruments

        

Commodity contracts

   2     -     -     2   

 

 

   Total

   $     185     $     183     $         -     $        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  $—  $— 
 

49

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.
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 December 31, 2010.
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’ The nonqualified deferred compensation plan assets are invested inconsist of various mutual funds.funds that are valued using a market approach. 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,mutual funds that hold primarily fixed-income mutual fund that holds a varietyinstruments of debt securities with average maturities of onevarying maturities. In order to three years. The fund invests primarily inmeet their investment objectives, the funds hold investment-grade debt securities, but, in order to achieve its investment objective, itand may invest a portion of itstheir assets in high-yield securities, foreign debt, and derivative instruments. The fairCMS Energy and Consumers value of the fund is determinedthese funds using the daily publishedquoted net asset value, which isvalues that are the basis for transactions to buy or sell shares in theeach fund.
The SERP state and municipal bonds are investment grade securities that are valued usingcash equivalents at December 31, 2011 consisted of 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 onmoney market movements normally considered by market participants when pricing such debt securities.fund with daily liquidity. 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 7,7: Financial Instruments.

Nonqualified Deferred Compensation Plan Liabilities:CMS Energy and Consumers value their non-qualifiednonqualified 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

50

markets, as well as derivatives valued using Level 2 inputs, including commodity marketforward 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 helda power option sold 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 heldThe power option sold by CMS ERM is valued using unobservable assumptions about price volatility 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 delivery point and the nearest active market in Ohio andmarket. Due to the delivery point in Michigan cannot be confirmed with observable market transactions. There is nolack of quoted pricing information, for FTRs held by Consumers. Consumers determines the fair value of its FTRs based on Consumers’ average historical settlements.

For fair values other than In valuing their derivative instruments not classified as Level 1, prices, CMS Energy and Consumers may incorporate adjustments for credit risk, or 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 forapply credit risk as warranted.adjustments, where appropriate, to the net receivable from or payable to each counterparty. For additional details about derivative contracts, see Note 8,8: 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

There were no significant 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.

51

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
CMS Energy and Consumers had no nonrecurring fair value measurements during the ninethree months ended September 30,March 31, 2012 and 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

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 ContingenciesENERGY 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.

52

 •— 

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 during the putative class period, January 1, 2000 through October 31, 2002, 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.law in connection with their natural gas reporting activities.

 •— 

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 1992.1992 in connection with their natural gas reporting activities. 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.entities that purchased natural gas between January 1, 2000 and October 31, 2002. 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.

The issues on appeal are whether the district court erred in dismissing the cases based on FERC preemption and denying the plaintiffs’ motions for leave to amend their complaints to add a federal Sherman Act antitrust claim. The plaintiffs did not appeal the dismissal of CMS Energy as a defendant in these cases, but other CMS Energy entities remain as defendants.

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.

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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 negotiationsreached a tentative agreement with the MDEQ to finalize an agreementin December 2011 that will identifyidentifies the remaining final remedies at the site. The EPA notified the MDEQ in March 2012 that it had no objections, and the parties are now in negotiations to finalize the agreement. 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.has commenced. 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.permits and seeking an injunction. A temporary restraining order was issued by the trial court. 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$225 million, which includes accretion expense. At September 30, 2011,March 31, 2012, CMS Energy had a recorded liability of $82$71 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$95 million. CMS Energy

expects to pay $8$16 million during the remainder of 2011, $18 million in 2012, $8 million in 2013, $5$4 million in 2014, $4 million in 2015, $5 million in 2016, 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;

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 •— delays in implementing

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

 •— 

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,January 2002, 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’ssold its oil, gas, and methanol projectsinvestments in Equatorial Guinea and the claim of theGuinea. The government of Equatorial Guinea claims that CMS Energy owes $142 million in taxes, plus interest, in connection with thatthe sale. CMS Energy has 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.merit. 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 requestvigorously contesting the claim, and cannot predict the financial impact or outcome of this matter.

Consumers’ Electric Utility ContingenciesPanhandle Tax Indemnification: CMS Energy recorded a liability in 2003 for an indemnification provided in conjunction with the sale of Panhandle. As of March 31, 2012, the statute of limitations had expired for this indemnification. Accordingly, CMS Energy eliminated the liability and recognized an after-tax benefit of $7 million in discontinued operations for the three months ended March 31, 2012.

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. Consumers estimates that its liability for NREPA sites will be between $1 million and $4 million. At September 30, 2011,March 31, 2012, Consumers had a recorded liability of $2$1 million, the minimum amount in the range of 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

55

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,March 31, 2012, 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.

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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, hashad not been successful in producing more specific relief for the DOE’s failure to accept the spent nuclear fuel. A number of court decisions supporthave supported 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 4,4: Regulatory Matters, “Consumers’ Electric Utility — Big Rock Decommissioning.”

Matters.

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 fuel 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 inon 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 case 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 ContingenciesCONSUMERS 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,March 31, 2012, Consumers estimatedhad a recorded liability of $128 million for its remaining obligations for these sites. This amount represents the present value of long-term projected costs, using a discount rate of 2.57 percent and an inflation rate of 2.5 percent. Consumers based the discount rate on the interest rate for 20-year U.S. Treasury securities at December 31, 2011. The undiscounted amount of the remaining obligation is $141 million. Consumers expects to incur remediation and other response activity costs to be between $28 millionduring the remainder of 2012 and $42 million. Generally, Consumers has been able to recover mostin each 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. four years as follows:

In Millions   

 

 
   2012   2013   2014   2015   2016   

 

 

CONSUMERS

          

Remediation and other response activity costs

   $    11     $    11     $    11     $    20     $    11    

 

 

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.

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Pursuant to orders issued by the MPSC, Consumers defers its MGP-related remediation costs and recovers them from its customers. At March 31, 2012, Consumers had a regulatory asset of $155 million related to the MGP sites.

CONSUMERS OTHER CONTINGENCIES

GuaranteesOther Environmental Matters: Consumers is initiating preliminary investigations during 2012 at a number of potentially contaminated sites it presently owns with the intent of determining whether any contamination exists and the extent of any identified contamination. The sites to be investigated include combustion turbine sites, generating sites, compressor stations, and remote storage tanks. As of March 31, 2012, no contamination had been confirmed at any of these sites, but it is reasonably possible that contamination exists. Consumers is unable to estimate a possible loss or range of loss at this stage of the investigations.

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  Date  Obligation  Amount 
 
CMS Energy, including Consumers
                
Indemnity obligations from asset sales and other agreements Various  Various through September 2029  $5121 $21 
Guarantees and put options2
 Various  Various through March 2021   63   1 
 
Consumers
                
Guarantees and indemnity obligations Various  Various through September 2029  $30  $1 
 
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.
March 31, 2012:

In Millions   

 

 
   Guarantee Description  

Issue

Date

  

Expiration

Date

  Maximum
Obligation		  Carrying  
Amount  		 

 

 

   CMS ENERGY,INCLUDING CONSUMERS

       

   Indemnity obligations from asset sales and other agreements

  Various  Various through September 2029    $     5121   $     16    

   Guarantees and put options2

  Various  Various through March 2021   60    1    

 

 

   CONSUMERS

       

   Indemnity obligations and other guarantees

  Various  Various through September 2029    $      30    $       1    

 

 

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 power purchase agreements, 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 March 31, 2012, 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 ConsumersENERGY,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

  
GuaranteesNormal operating activity

Nonperformance or non-payment by a

subsidiary under a related contract

Put options

  

Bay Harbor

remediation efforts

  
Put optionsBay Harbor remediation
efforts

Owners exercising put options requiring  

CMS Land to purchase property

ConsumersCONSUMERS

    

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

58

OTHER CONTINGENCIES

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 noteNote and Note 4,4: 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

4:REGULATORY MATTERS

Rate matters are critical to Consumers. The Michigan Attorney General, ABATE, the MPSC Staff, and certain other parties typically participate in MPSC proceedings concerning Consumers and often appeal significant MPSC orders. Depending upon the specific issues, the outcomes of rate cases and proceedings, including judicial proceedings challenging MPSC orders or other actions, 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:Case: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 authorityequity, in order to recover new investment in system reliability, environmental compliance, and technology enhancements. Presented

In November 2011, Consumers filed testimony and exhibits with the MPSC in support of a self-implemented annual rate increase of $147 million. In December 2011, the following table are the componentsMPSC issued an order stating that it found good cause to prevent implementation of the requestedany amount over $118 million. Accordingly, Consumers self-implemented an annual 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 $13of $118 million in 2012 dueDecember 2011, subject 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:refund with interest. 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.

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In October 2011,March 2012, the administrative law judge recommended that the MPSC approve an annual rate increase of $43 million, based on a 10.25 percent return on equity.

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

In 2010, the MPSC concluded that certain revenues collected during a statutory rate freeze from 2001 through 2003 should have been deposited in the Big Rock decommissioning trust fund and ordered Consumers to refund $85 million of revenue collected in excess of decommissioning costs plus interest. Consumers completed this refund in 2011. Consumers filed an appeal with the Michigan Court of Appeals in 2010 to dispute the MPSC’s conclusion that the collections received during the rate freeze should be subject to refund. In January 2012, the Michigan Court of Appeals rejected Consumers’ appeal. In March 2012, Consumers filed an appeal with the Michigan Supreme Court to dispute this decision.

Consumers has an $85 million regulatory asset recorded for $30 million it paid to Entergy to assume ownership responsibility for the Big Rock ISFSI and for $55 million of nuclear fuel storage costs it incurred as a result of the DOE’s failure to accept nuclear fuel. Consumers filed a complaint against the DOE in 2002 for this failure. In July 2011, PSCR Plan,Consumers entered into an agreement with minor exceptions.

the DOE to settle its claims for $120 million; Consumers recorded a $120 million regulatory liability related to this settlement. 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 pendingfiled an application with the MPSC:
PSCR YearDate FiledNet UnderrecoveryPSCR Cost of Power Sold
2010March 2011$15 million$1.7 billion
In June 2011,MPSC requesting authority to utilize $85 million of the 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 issued an order approving Consumers’ 2009 PSCR reconciliation, as modified byconcludes that Consumers may retain any portion of the order,remaining $12 million of the settlement amount, Consumers will recognize that amount in earnings. For further information, see Note 3: Contingencies and authorizedCommitments – Consumers to include an underrecovery of $31 million in its 2010 PSCR reconciliation.
Electric Utility Contingencies – Nuclear Matters.

Electric and Gas Revenue Decoupling Mechanism:Mechanisms: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, allowsallowed 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 theConsumers’ electric revenue 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

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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.

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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

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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 adjustmentsreconciliation of the electric revenue decoupling mechanism for the full amount of its request for the first year of operation of the decoupling mechanism. The matter remains pending before the MPSC. The MPSC Staff and intervenors oppose this recovery.

In March 2012, Consumers filed its second reconciliation of the electric revenue decoupling mechanism, requesting recovery of $32 million from customers for the period December 2010 through November 2011.

In April 2012, the Michigan Court of Appeals ruled in an appeal filed by ABATE that disputed the MPSC’s decision to authorize an electric revenue decoupling mechanism for Detroit Edison. The Court concluded that the MPSC lacks statutory authority to approve or direct the use of a revenue decoupling mechanism for electric providers. Consumers cannot predict whether this decision will be appealed to the Michigan Supreme Court or the timing or outcome of any such appeal. As a result, Consumers determined that it no longer met the accounting criteria for recognition of a regulatory asset under an

alternative revenue program, and wrote off its fixed-price purchase guidelines.

GCR Reconciliations: Presented$59 million electric revenue decoupling mechanism regulatory asset at March 31, 2012. Although the case before the Court of Appeals related specifically to Detroit Edison, Consumers will continue to pursue all of its legal and regulatory avenues to recover its decoupling revenues, including participating in or supporting any appeal of the following table are the GCR reconciliation filings pending with the MPSC:
GCR YearDate FiledNet OverrecoveryGCR Cost of Gas Sold
2009-2010June 2010$1 million$1.3 billion
2010-2011June 20116 million1.2 billion
Gas Revenue Decoupling Mechanism:Detroit Edison decision.

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,March 31, 2012, Consumers had a $16$28 million non-current regulatory asset recorded for gas revenue decoupling.

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If the MPSC were to reject all or a major portion of Consumers’ requested recovery from its gas revenue decoupling mechanism or if the recovery period were to be substantially delayed, Consumers could be required to write off all or portions of the related regulatory asset. An unfavorable outcome in this reconciliation also could impair Consumers’ ability to continue recording decoupling revenue as volume deficiencies occur, rather than waiting until the recovery period.

Renewable Energy Plan:In June 2011, Consumers filed with the MPSC its second annual report and reconciliation for its renewable energy plan, requesting approval of its plan costs for 2010. In March 2012, the MPSC approved Consumers’ renewable energy plan reconciliation.

In October 2011, Consumers filed an application for the biennial review and approval of its renewable energy plan. In March 2012, Consumers filed a settlement agreement with the MPSC, proposing to reduce the renewable energy surcharge by an annual amount of $3 million, to $20 million, reflecting a reduction in expected costs to comply with renewable energy requirements.

5: FINANCINGSEnergy Optimization Plan:
As one of the conditions to the continuation of the electric and gas revenue 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. The MPSC approved Consumers’ amended energy optimization plan in April 2012.

For exceeding savings targets under its gas and electric energy optimization plans during 2011, Consumers will request the MPSC’s approval to collect $15 million, the maximum incentive, in the energy optimization reconciliation to be filed in April 2012.

5:FINANCINGS

Presented in the following table is a summary of major long-term debt transactions during the ninethree 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
  68  Variable May 2011 April 2018
Tax-exempt bonds1
  35  Variable May 2011 April 2035
 
Total $353             
 
Debt Retirements
                
CMS Energy
                
Senior notes $146   8.5% April 2011 April 2011
Consumers
                
Nuclear fuel disposal liability2
  163  Variable July 2011  — 
Tax-exempt bonds1
  68  Variable May 2011 April 2018
Tax-exempt bonds1
  35  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.
March 31, 2012:

 

 
   Principal
(In Millions)		   Interest Rate   Issue/Retirement
Date		   Maturity Date   

 

 

  Debt Issuances

        

CMS ENERGY

        

Senior notes

      $300     5.05%     March 2012     March 2022    

Term loan facility1,3

   30     variable     February 2012     December 2016    

 

 

  Total

      $330        

 

 

  Debt Retirements

        

CMS ENERGY

        

Contingently convertible senior notes2

      $73     2.875%     January 2012     December 2024    

Trust Preferred Securities4

   29     7.75%     February 2012     July 2027    

CONSUMERS

        

FMB

   300     5.00%     February 2012     February 2012    

 

 

  Total

      $402        

 

 

1

In December 2011, CMS Energy entered into a $180 million term loan credit agreement that provides for delayed draws through July 20, 2012. Outstanding borrowings will bear interest at an annual interest rate of LIBOR plus 2.5 percent.

2

CMS Energy’s contingently convertible notes. See the “Contingently Convertible Securities” section in this Note for further discussion of the conversions.

3

CMS Energy used these proceeds to retire the 7.75 percent Trust Preferred Securities.

4

In January 2012, CMS Energy called all of its outstanding Trust Preferred Securities.

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, 20162, 3
 $500  $—  $1  $499 
August 9, 20133
  150   —   —   150 
September 9, 20143,4
  30   —   30   — 
 
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.
    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
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.

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2012:

               In Millions   

 

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

 

 

  CMS ENERGY

        

  March 31, 20161

      $550       $-                $3        $547    

 

 

  CONSUMERS

        

  March 31, 20162

      $500       $-                $1        $499    

  August 9, 20132,3

   150     -     -     150    

  September 9, 20142

   30     -     30     -    

 

 

1

Obligations under this facility are secured by Consumers common stock. CMS Energy’s average borrowings during the three months ended March 31, 2012 totaled $20 million, with a weighted-average annual interest rate of 2.28 percent, representing LIBOR plus 2.00 percent.

2

Obligations under this facility are secured by FMBs of Consumers.

3

In April 2012, the expiration date was extended to April 2017.

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,March 31, 2012, $250 million of

accounts receivable were eligible for transfer, and no accounts receivable had been transferred under the program. During the ninethree months ended September 30, 2011, Consumers had noMarch 31, 2012, Consumers’ average short-term borrowings under this program.

totaled $32 million, with a weighted average annual interest rate of 0.9 percent.

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 
 
March 31, 2012:

 

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

 

 

  2.875% senior notes

   2024         $153              $12.40        $14.88    

  5.50% senior notes

   2029     172     14.08     18.31    

 

 

During 20 of the last 30 trading days ended September 30, 2011,March 31, 2012, 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 securitynote holders for the three months ending December 31, 2011.

ended June 30, 2012.

Presented in the following table are details about conversions of contingently convertible securities during the ninethree 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 $4 $1,994.21  197,472 $4
March 31, 2012:

 

 
  Series  Conversion
Date		   Principal
Converted
(In Millions)		   Conversion Value
per $1,000 of
principal		   Shares of
Common
Stock Issued
on Settlement		   Cash Paid on  
Settlement  
(In Millions)  		 

 

 

  2.875% senior notes due 2024

   January 2012     73     1,738.99     2,464,138     73    

 

 

In March 2012, CMS Energy called all of its outstanding 2.875 percent contingently convertible senior notes. In April, holders tendered for conversion the remaining outstanding notes with a principal amount of $153 million. Notes settled as of April 25, 2012, with a principal amount of $102 million, had an average conversion value of $1,771.76 per $1,000 principal amount of convertible note. CMS Energy issued 3,584,558 shares of its common stock and paid $102 million cash on settlement of these conversions. The remaining tendered notes with a principal amount of $51 million will be settled in late April 2012.

Dividend Restrictions:Under provisions of CMS Energy’s senior notes indenture, at September 30, 2011,March 31, 2012, 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,March 31, 2012, Consumers had $510$454 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 ninethree months ended September 30, 2011,March 31, 2012, CMS Energy received $292$115 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.

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6:EARNINGS PER SHARE – CMS ENERGY

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 
 

In Millions, Except Per Share Amounts   

 

 
  Three Months Ended March 31      2012       2011   

 

 

  Income Available to Common Stockholders

    

  Income from Continuing Operations Available to Common Stockholders – Basic and Diluted

  $60    $133    

 

 

  Average Common Shares Outstanding

    

Weighted average shares – basic

   255.6     250.0    

Add dilutive contingently convertible securities

   10.4     10.7    

Add dilutive non-vested stock awards and options

   0.8     0.3    

Add dilutive convertible debentures

   -     0.7    

 

 

  Weighted average shares – diluted

   266.8     261.7    

 

 

  Income from Continuing Operations per Average Common Share Available to Common Stockholders

    

Basic

  $0.23    $0.53    

Diluted

   0.22     0.51    

 

 

Contingently Convertible SecuritiesCONTINGENTLY 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 WarrantsNON-VESTED STOCK AWARDS

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 DebenturesCONVERTIBLE DEBENTURES

For the ninethree months ended September 30, 2011 and the nine months ended September 30, 2010,March 31, 2012, CMS Energy’s 7.75 percent convertible subordinated debenturesTrust Preferred Securities would have increased diluted earnings

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per shareEPS 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

In Millions

  Three Months Ended March 31    2012  

  Increase to numerator from assumed reduction in interest expense

$1  

  Increase to denominator from assumed conversion of debentures into common shares

0.5  

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, by level within the fair value hierarchy, 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.
instruments. For additional details regarding the fair value hierarchy, see Note 2: Fair Value Measurements.

In Millions   

 

 
   March 31, 2012   December 31, 2011   

 

 
   Cost or   Fair Value   Cost or     
   Carrying
Amount		   Total   Level 1   Level 2   Level 3   Carrying
Amount		   Fair  
Value  		 

 

 

CMS ENERGY,INCLUDING CONSUMERS

              

Securities held to maturity

      $8    $9    $-    $9    $-    $7    $7    

Securities available for sale

   126     126     126     -     -     113     113    

Notes receivable1

   477     504     -     -     504     480     504    

Long-term debt2

   7,007     7,972     -     7,972     -     7,073     8,025    

 

 

CONSUMERS

              

Securities available for sale

      $90    $114    $114    $-    $-    $81    $109    

Long-term debt3

   4,016     4,576     -     4,576     -     4,326     4,882    

 

 

1

Includes current portion of notes receivable of $24 million at March 31, 2012 and $19 million at December 31, 2011.

2

Includes current portion of long-term debt of $814 million at March 31, 2012 and $1,033 million at December 31, 2011.

3

Includes current portion of long-term debt of $39 million at March 31, 2012 and $339 million at December 31, 2011.

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.

67

The effects of third-party credit enhancements are excluded from the fair value measurements of long-term debt. At September 30, 2011March 31, 2012 and December 31, 2010,2011, 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 
 

In Millions   

 

 
   March 31, 2012   December 31, 2011 

 

 
   Cost   Unrealized
Gains		   Unrealized
Losses		   Fair
Value		   Cost   Unrealized
Gains		   Unrealized
Losses		   Fair  
Value  		 

 

 

  CMS ENERGY,INCLUDING CONSUMERS

  

      

  Available for sale

                

SERP

                

Mutual funds

   $ 126     $      -     $      -     $ 126     $ 113     $      -     $      -     $ 113    

  Held to maturity

                

Debt securities

   8     1     -     9     7     -     -     7    

 

 

  CONSUMERS

                

  Available for sale

                

SERP

                

Mutual funds

   $   85     $      -     $      -     $   85     $   74     $      -     $      -     $   74    

CMS Energy common stock

   5     24     -     29     7     28     -     35    

 

 

The mutual fundfunds classified as available for sale is a short-term,are fixed-income fund.funds of varying maturities. During the ninethree months ended September 30, 2011,March 31, 2012, CMS Energy contributed $27$13 million to the SERP, which included a contribution of $20$9 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.funds. 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.

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8:DERIVATIVE INSTRUMENTS

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 howNeither CMS Energy andnor Consumers determine the fair value of theirenters into any derivatives see Note 2, Fair Value Measurements.
for trading purposes.

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.it purchases. 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.

69

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

The fair valuesvalue of CMS Energy’s commodity contracts not designated as hedging instruments and recorded in other assets was $3 million at March 31, 2012 and December 31, 2011. The fair value of 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     Assetscommodity contracts not designated as hedging instruments and liabilities are presented gross and exclude the impact of offsetting derivativerecorded in other assets and liabilities under master netting agreements, which was less than $1 million at September 30, 2011March 31, 2012 and $2 million at December 31, 2011. The fair value of CMS Energy’s commodity contracts not designated as hedging instruments and recorded in other liabilities was $7 million at March 31, 2012 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 million2011. Consumers did not have any contracts recorded as liabilities at September 30, 2011March 31, 2012 and December 31, 2010. CMS Energy presents these liabilities net of these impacts on its consolidated balance sheets.
2011.

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 
 

In Millions   

 

 
  Location of Gain (Loss) on Derivatives Recognized in Income  Amount of Gain (Loss) on Derivatives  
Recognized in Income  		 

 

 
  Three Months Ended March 31     2012     2011   

 

 

  CMS ENERGY

       

  Commodity contracts

       

Operating revenue

     $          4      $         1    

Fuel for electric generation

     (2)     -    

Purchased and interchange power

     (1)     -    

 

 

  Total CMS Energy

     $          1      $         1    

 

 

Consumers’ losses on FTRs deferred as regulatory assets were $1$2 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

70

March 31, 2012.

$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$3 million at September 30, 2011March 31, 2012 and were $1$4 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
2011.

9:NOTES RECEIVABLE

EnerBank provides unsecured consumer installment loans for financing home improvements. These loans totaled $439$477 million, net of an allowance for loan losses of $5 million, at September 30, 2011,March 31, 2012, and $386$480 million, net of an allowance for loan losses of $5 million, at December 31, 2010.2011. At September 30, 2011, $16March 31, 2012, $24 million of EnerBank’s loans were classified as current notes receivable and $423$453 million were classified as non-current notes receivable on CMS Energy’s consolidated balance sheets. At December 31, 2010, $112011, $19 million of EnerBank’s loans were classified as current notes receivable and $375$461 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 
 

71

In Millions   

 

 
  Three Months Ended March 31     2012         2011   

 

 

  Balance at beginning of period

     $        5           $        5     

  Charge-offs

     (1)          (1)    

  Recoveries

     -           -     

  Provision for loan losses

     1           1     

 

 

  Balance at end of period

     $        5           $        5     

 

 

Loans that are 30 days or more past due are considered delinquent. Presented in the following table is the delinquency status of EnerBank’s consumer loans:

In Millions   

 

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

 

 

  March 31, 2012

   $       1     $       -     $       1     $      2     $   475     $   477    

  December 31, 2011

   1     -     1     2     478     480    

 

 

At March 31, 2012 and December 31, 2011, $1 million of Enerbank’s loans at September 30, 2011:

                     
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 
 

72

had been modified as troubled debt restructurings.

10:RETIREMENT BENEFITS

10: RETIREMENT BENEFITS
CMS Energy and Consumers provide pension, OPEB, and other retirement benefits to employees.
employees under a number of different plans.

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.

In Millions   

 

 
  

Pension  

 
  Three Months Ended March 31    2012         2011   

 

 

  CMS ENERGY,INCLUDING CONSUMERS

       

  Net periodic pension cost

       

Service cost

    $      12           $      12     

Interest expense

    25           25     

Expected return on plan assets

    (31)          (28)    

Amortization of:

       

Net loss

    19           16     

Prior service cost

    1           1     

 

 

  Net periodic pension cost

    $      26           $      26     

 

 

  CONSUMERS

       

  Net periodic pension cost

       

Service cost

    $      12           $      12     

Interest expense

    24           24     

Expected return on plan assets

    (30)          (27)    

Amortization of:

       

Net loss

    18           15     

Prior service cost

    1           1     

 

 

  Net periodic pension cost

    $      25           $      25     

 

 

CMS Energy’s and Consumers’ expected long-term rate of return on Pension Plan assets is eight7.75 percent. For the twelve months ended September 30, 2011,March 31, 2012, the actual return on Pension Plan assets was 2.07.4 percent, and for the twelve months ended September 30, 2010,March 31, 2011, the actual return was 11.613.1 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.

73

In Millions   

 

 
  

OPEB

 
  Three Months Ended March 31    2012      2011   

 

 

  CMS ENERGY,INCLUDING CONSUMERS

       

  Net periodic OPEB cost

       

Service cost

    $          8        $          7     

Interest expense

    21          19     

Expected return on plan assets

    (17)       (17)    

Amortization of:

       

Net loss

    11        8     

Prior service credit

    (5)       (5)    

 

 

  Net periodic OPEB cost

    $        18        $        12     

 

 

  CONSUMERS

       

  Net periodic OPEB cost

       

Service cost

    $          8        $          6     

Interest expense

    20        18     

Expected return on plan assets

    (15)       (15)    

Amortization of:

       

Net loss

    11        8     

Prior service credit

    (5)       (5)    

 

 

  Net periodic OPEB cost

    $        19        $        12     

 

 

11:INCOME TAXES

                 
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 
 
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.
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%
 

74

 

 
  Three Months Ended March 31     2012             2011    

 

 

  CMS ENERGY,INCLUDING 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

     4.2          3.4     

Medicare Part D exempt income

     0.1          (1.2)    

Income tax credit amortization

     (0.5)         (0.6)    

Other, net

     -           0.1     

 

 

  Effective income tax rate

     38.8%       36.7%  

 

 

  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

     5.6          3.5     

Medicare Part D exempt income

     0.5          (0.9)    

Plant basis differences

     (0.8)         (0.2)    

Income tax credit amortization

     (0.4)         (0.4)    

Other, net

     0.7          0.2     

 

 

  Effective income tax rate

     40.6%       37.2%  

 

 

12:REPORTABLE SEGMENTS

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;

•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.

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

Consumers:

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

•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.

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

75Consumers:

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 
 

76

In Millions   

 

 
  Three Months Ended March 31        2012        2011   

 

 

  CMS ENERGY,INCLUDING CONSUMERS

   

  Operating Revenue

   

Electric utility

  $836   $897    

Gas utility

   839    1,091    

Enterprises

   54    55    

Other

   14    12    

 

 

  Total Operating Revenue – CMS Energy

  $1,743   $2,055    

 

 

  CONSUMERS

   

  Operating Revenue

   

Electric utility

  $836   $897    

Gas utility

   839    1,091    

 

 

  Total Operating Revenue – Consumers

  $1,675   $1,988    

 

 

  CMS ENERGY,INCLUDING CONSUMERS

   

  Net Income (Loss) Available to Common Stockholders

   

Electric utility

  $21   $65    

Gas utility

   55    88    

Enterprises

 �� 5    3    

Discontinued operations

   7    2    

Other

   (21)   (23)   

 

 

  Total Net Income Available to Common Stockholders – CMS Energy

  $67   $135    

 

 

  CONSUMERS

   

  Net Income Available to Common Stockholder

   

Electric utility

  $21   $65    

Gas utility

   55    88    

 

 

  Total Net Income Available to Common Stockholder – Consumers

  $76   $153    

 

 

In Millions   

 

 
   March 31, 2012   December 31, 2011   

 

 

  CMS ENERGY,INCLUDING CONSUMERS

    

  Plant, Property, and Equipment, Gross

    

Electric utility

   $   10,495     $   10,400    

Gas utility

   4,223     4,206    

Enterprises

   109     109    

Other

   37     36    

 

 

  Total Plant, Property, and Equipment, Gross – CMS Energy

   $   14,864     $   14,751    

 

 

  CONSUMERS

    

  Plant, Property, and Equipment, Gross

    

Electric utility

   $   10,495     $   10,400    

Gas utility

   4,223     4,206    

Other

   15     15    

 

 

  Total Plant, Property, and Equipment, Gross – Consumers

   $   14,733     $   14,621    

 

 

  CMS ENERGY,INCLUDING CONSUMERS

    

  Total Assets

    

Electric utility1

   $     9,966     $     9,938    

Gas utility1

   4,609     4,956    

Enterprises

   224     242    

Other

   1,361     1,316    

 

 

  Total Assets – CMS Energy

   $   16,160     $   16,452    

 

 

  CONSUMERS

    

  Total Assets

    

Electric utility1

   $     9,966     $     9,938    

Gas utility1

   4,609     4,956    

Other

   692     768    

 

 

  Total Assets – Consumers

   $   15,267     $   15,662    

 

 

1

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

         
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.

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78

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 20102011 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 ENERGYENERGY

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.

CONSUMERSCONSUMERS

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.

79

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 Part I – Item 3 of Part I of the 20102011 Form 10-K, see Part I – Item 1 – Note 3,3: Contingencies and Commitments, and Note 4,4: 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 20102011 Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF

PROCEEDS

(a) Unregistered Sales of Equity Securities

(a)None.Unregistered Sales of Equity Securities
(c) Issuer Repurchases 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,March 31, 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.

80

 

 
  Period Total Number
of Shares
Purchased1		  Average Price
Paid per Share		  Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs		  

Maximum Number of  

Shares that May Yet Be  
Purchased Under  
Publicly Announced  
Plans or Programs  

 

 

 

  January 1, 2012 to January 31, 2012

  27,774            $   21.48    -    -    

  February 1, 2012 to February 29, 2012

  178    22.03    -    -    

  March 1, 2011 to March 31, 2011

  -    -    -    -    

 

 

  Total

  27,952            $   21.48    -    -    

 

 

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 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. REMOVED AND RESERVEDMINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION
None.

81

None.

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

   
Exhibits

Description

4.1 — One Hundred SixteenthTwenty-Eighth Supplemental Indenture dated as of September 1, 2011March 12, 2012 between ConsumersCMS Energy and The Bank of New York Mellon, as Trustee
(Exhibit 4.1 to Form 8-K filed March 12, 2012 and incorporated herein by reference)
10.1 — Consumers and other2012 Form of Officer Separation Agreement
10.2—Form of Change in Control Agreement as of March 2012
10.3—CMS Incentive Compensation Plan for CMS Energy Companies Retired Executives Survivor Benefit Plan for Management/ Executive Employees, distributed July 1, 2011and its Subsidiaries, amended and restated effective as of March 16, 2012
10.4 — $150 million Third Amended and Restated Revolving Credit Agreement dated as of April 18, 2012 among Consumers, the Banks, Agent, Co-Syndication Agents, and Documentation Agent all as defined therein (Exhibit 10.1 to Form 8-K filed April 24, 2012 and incorporated herein by reference)
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.”

82

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.”

SIGNATURES

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiary.



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 

83

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84

EXHIBITS

CMS ENERGY’S AND CONSUMERS’ EXHIBIT INDEX
ExhibitsDescription
4.1—One Hundred Sixteenth Supplemental Indenture dated as of September 1, 2011 between Consumers and The Bank of New York Mellon, Trustee
    
10.1CMS ENERGY CORPORATION —Consumers and other CMS Energy Companies Retired Executives Survivor Benefit Plan for Management/ Executive Employees, distributed July 1, 2011
    (Registrant)
Dated: April 26, 2012By:

/s/ Thomas J. Webb

Thomas J. Webb
Executive Vice President and
Chief Financial Officer
CONSUMERS ENERGY COMPANY
(Registrant)
Dated: April 26, 2012By:

/s/ Thomas J. Webb

Thomas J. Webb
Executive Vice President and
Chief Financial Officer

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EXHIBITS

CMS ENERGY’S AND CONSUMERS’ EXHIBIT INDEX

Exhibits

Description

10.1—2012 Form of Officer Separation Agreement
10.2—Form of Change in Control Agreement as of March 2012
10.3—CMS Incentive Compensation Plan for CMS Energy and its Subsidiaries, amended and restated effective as of March 16, 2012
12.1 — Statement regarding computation of CMS Energy’s Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Dividends
12.2  —  
12.2— Statement regarding computation of Consumers’ Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Dividends
31.1  —  
31.1— CMS Energy’s certification of the CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2  —  
31.2— CMS Energy’s certification of the CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3  —  
31.3— Consumers’ certification of the CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.4  —  
31.4— Consumers’ certification of the CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1  —  
32.1— CMS Energy’s certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2  —  
32.2— Consumers’ certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS1  —  
101.INS1
— XBRL Instance Document
101.SCH1  —  
101.SCH1
— XBRL Taxonomy Extension Schema
101.CAL1  —  
101.CAL1
— XBRL Taxonomy Extension Calculation Linkbase
101.DEF1  —  
101.DEF1
— XBRL Taxonomy Extension Definition Linkbase
101.LAB1  —  
101.LAB1
— XBRL Taxonomy Extension Labels Linkbase
101.PRE1  —  
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.”

 

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.”