UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 
 FORM S-3
 REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933
 
 CMS Energy
    
    CMS Energy
    
    CMS Energy
    
    Consumers EnergyCorporation
    
    Trust IV
    
    Trust V
    
    Company(Exact name of registrant as specified in its charter)
 Michigan
    
    Delaware
    
    Delaware
    
    Michigan(State or other
jurisdiction of incorporation or organization)38-2726431
    
    52-7191266
    
    38-6776930
    
    38-0442310
  One Energy Plaza

Jackson, Michigan 49201

(517) 788-0550
 
  Thomas J. Webb

Executive Vice President and Chief Financial Officer

CMS Energy Corporation

One Energy Plaza

Jackson, Michigan 49201

(517) 788-0351
 
  It is respectfully requested that the Commission send copies of all notices, orders and communications to:
 Shelley J. Ruckman, Esq.

Assistant General Counsel

CMS Energy Corporation

One Energy Plaza

Jackson, Michigan 49201

(517) 788-0305
  o
 þ
 o
 o
 þ
 o
  CMS Energy Corporation: þ o o o
 CMS Energy Trust IV: o o þ o
 CMS Energy Trust V: o o þ o
 Consumers Energy Company: o o þ o
 CALCULATION OF REGISTRATION FEE(1)(2)
 Proposed
    
    
    Proposedmaximum
    
    
    maximumoffering
    
    
    aggregate
    
    
    Amount ofAmount to be
    
    
    price per
    
    
    offering
    
    
    registrationTitle of each class of securities to be registered
    
    
    registered
    
    
    share
    
    
    price
    
    
    feeCommon stock, par value $0.01 per share,
of CMS Energy CorporationPreferred Stock, par value $0.01 per share, of CMS Energy
CorporationSenior Debt Securities of CMS Energy CorporationSenior Convertible Debt Securities of CMS Energy CorporationSubordinated Debt Securities of CMS Energy Corporation(3)Stock Purchase Contracts of CMS Energy CorporationStock Purchase Units of CMS Energy Corporation(4)Trust Preferred Securities of CMS Energy Trust IVTrust Preferred Securities of CMS Energy Trust VGuarantee of CMS Energy Corporation with respect to Trust Preferred
Securities of CMS Energy Trust IV and CMS Energy Trust V(5)Senior Notes of Consumers Energy CompanyFirst Mortgage Bonds of Consumers Energy Company
 
 (1)
    
    There are being registered hereunder such presently indeterminate and unspecified number,
principal amount or liquidation amount of (a) (i) Common Stock, Preferred Stock, Senior Debt
Securities, Senior Convertible Debt Securities, Subordinated Debt Securities (which may
include convertible Subordinated Debt Securities), Stock Purchase Contracts and Stock Purchase
Units that may be issued from time to time at indeterminate prices by CMS Energy Corporation,
(ii) Trust Preferred Securities that may be issued from time to time at indeterminate prices
by CMS Energy Trust IV and CMS Energy Trust V and that will be guaranteed as set forth in the
prospectus included in this registration statement by CMS Energy Corporation and (iii) Senior
Notes and First Mortgage Bonds that may be issued from time to time at indeterminate prices by
Consumers Energy Company and (b) Common Stock, Preferred Stock, Senior Debt Securities,
Senior Convertible Debt Securities, Subordinated Debt Securities (which may include
convertible Subordinated Debt Securities), Stock Purchase Contracts and Stock Purchase Units
of CMS Energy Corporation and Senior Notes and First Mortgage Bonds of Consumers Energy
Company that may be issued upon exercise, settlement, exchange or conversion of securities
offered hereunder. Separate consideration may or may not be received for securities that are
issuable upon exercise, settlement, exchange or conversion of other securities or that are
issued in units.(2)
    
    In reliance on and in accordance with Rules 456(b) and 457(r) under the Securities Act of
1933, the registrants are deferring payment of all of the registration fee.(3)
    
    The Subordinated Debt Securities of CMS Energy Corporation may be purchased by, and
constitute assets of, CMS Energy Trust IV or CMS Energy Trust V and may later be distributed
under certain circumstances to holders of Trust Preferred Securities of CMS Energy Trust IV or
CMS Energy Trust V. Additionally, Common Stock of CMS Energy Corporation may be issued upon
conversion of any convertible Subordinated Debt Securities of CMS Energy Corporation.(4)
    
    Each Stock Purchase Unit consists of (a) a Stock Purchase Contract, under which the holder,
upon settlement, will purchase an indeterminate number of shares of Common Stock of CMS Energy
Corporation and (b) Senior Debt Securities, Subordinated Debt Securities, Preferred Stock or
Trust Preferred Securities or debt obligations of third parties, including U.S. Treasury
securities, securing such holders obligation to purchase such shares of Common Stock.(5)
    
    This registration statement is deemed to include the obligations of CMS Energy Corporation
under the Guarantee (as defined herein) and certain backup undertakings under (a) the
Subordinated Debt Indenture (as described herein) pursuant to which the Subordinated Debt
Securities of CMS Energy Corporation will be issued, (b) the Subordinated Debt Securities of
CMS Energy Corporation and (c) the Declaration of Trust of each of CMS Energy Trust IV and CMS
Energy Trust V, including CMS Energy Corporations obligations under the Subordinated Debt
Indenture to pay costs, expenses, debts and liabilities of CMS Energy Trust IV or CMS Energy
Trust V, as the case may be (other than with respect to the Trust Preferred Securities and the
Common Securities (as described herein) of CMS Energy Trust IV or CMS Energy Trust V, as the
case may be), which taken together provide a full and unconditional guarantee of amounts due
on such Trust Preferred Securities. No separate consideration will be received for the
Guarantee and such backup undertakings. The Guarantee is not traded separately.




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PROSPECTUS
 CMS ENERGY CORPORATION
Common Stock, Preferred Stock, Senior Debt Securities, Senior Convertible Debt Securities,
Subordinated Debt Securities, Stock Purchase Contracts, Stock Purchase Units and Guarantees
 CMS ENERGY TRUST IV
CMS ENERGY TRUST V
Trust Preferred Securities,
Guaranteed To The Extent Set Forth Herein By
CMS Energy Corporation
 CONSUMERS ENERGY COMPANY
Senior Notes and First Mortgage Bonds
 
  
    
    shares of its common stock, par value $0.01 per share (CMS Energy Common
Stock);
    
    shares of its preferred stock, par value $0.01 per share (Preferred Stock);
    
    unsecured senior or subordinated debt securities consisting of debentures,
convertible debentures, notes, convertible notes or other unsecured evidence of
indebtedness;
    
    stock purchase contracts to purchase CMS Energy Common Stock;
    
    stock purchase units, each consisting of a stock purchase contract and
unsecured senior debt securities, unsecured subordinated debt securities, Preferred
Stock or trust preferred securities or debt obligations of third parties, including
U.S. Treasury securities, securing the holders obligation to purchase the CMS Energy
Common Stock under the stock purchase contract, or any combination of the above; and
    
    guarantees of CMS Energy Corporation with respect to trust preferred securities
of CMS Energy Trust IV and CMS Energy Trust V.
     Investing in these securities involves risks. See Risk Factors on page 3.
  Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.




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TABLE OF CONTENTS   PROSPECTUS
 PageProspectus Summary
    
    
    3Risk Factors
    
    
    3Where You Can Find More Information
    
    
    3Documents Incorporated by Reference
    
    
    4Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
    
    
    5The Registrants
    
    
    5Use of Proceeds
    
    
    6Ratio of Earnings to Fixed Charges and Ratio of Earnings
to Combined Fixed Charges and Preferred Dividends
    
    
    6Description of Securities
    
    
    7Book-Entry System
    
    
    35Legal Opinions
    
    
    37Experts
    
    
    37
 2




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##### 



PROSPECTUS SUMMARY
   CMS Energy Trusts Consumers we us our Registrants
  
 RISK FACTORS
  
 WHERE YOU CAN FIND MORE INFORMATION
 SEC Registration Statement Securities Act
 Exchange Act
 3




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##### 



www.sec.gov www.cmsenergy.com
   
 DOCUMENTS INCORPORATED BY REFERENCE
  CMS ENERGY
 
    
    Annual Report on Form 10-K for the year ended December 31, 2010
 
    
    Quarterly Report on Form 10-Q for the quarter ended March 31, 2011
 
    
    Current Reports on Form 8-K filed February 1, 2011, April 6, 2011, May 12,
2011, May 25, 2011 and May 31, 2011
 CONSUMERS
 
    
    Annual Report on Form 10-K for the year ended December 31, 2010
 
    
    Quarterly Report on Form 10-Q for the quarter ended March 31, 2011
 
    
    Current Reports on Form 8-K filed February 1, 2011, April 6, 2011, May 25, 2011
and May 31, 2011
 4




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SAFE HARBOR STATEMENT UNDER THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
   
 THE REGISTRANTS
 CMS ENERGY
 Enterprises
 5




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THE TRUSTS
 CMS Energy Trustees Trust Agreement Trust Indenture Act Common Securities Trust Securities
 
    
    issuing Trust Preferred Securities and Common Securities representing undivided
beneficial interests in the assets of the Trust;
 
    
    investing the gross proceeds of the Trust Securities in the Senior Debt
Securities or Subordinated Debt Securities of CMS Energy; and
 
    
    engaging in only those other activities necessary or incidental thereto.
 Each Trust has a term of approximately 30 years, but may terminate earlier as provided in the
Trust Agreement.
 CONSUMERS
  
 USE OF PROCEEDS
  
 RATIO OF EARNINGS TO FIXED CHARGES AND
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS
  6




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DESCRIPTION OF SECURITIES
 CMS ENERGY
 Introduction
 Senior Debt Securities Senior Convertible Debt Securities Subordinated
Debt Securities CMS Energy Debt Security CMS Energy Debt Securities Stock Purchase Contracts Stock Purchase Units Guarantee Guarantees Trust Preferred Securities CMS Energy Offered Securities
 
    
    in the case of CMS Energy Debt Securities, the designation, the aggregate
principal amount, the denomination, the maturity, the premium, if any, any exchange,
conversion, redemption or sinking fund provisions, the interest rate (which may be
fixed or variable), the time or method of calculating interest payments, the right of
CMS Energy, if any, to defer payment or interest on the CMS Energy Debt Securities and
the maximum length of such deferral, put options, if any, the public offering price,
the ranking, any listing on a securities exchange and other specific terms of the
offering and sale thereof;
 
    
    in the case of CMS Energy Common Stock, the number of shares, the public
offering price and other specific terms of the offering and sale thereof;
 
    
    in the case of Trust Preferred Securities, the designation,
the number of shares, the liquidation preference per security, the public offering price, any listing
on a securities exchange, the dividend rate (or method of calculation thereof), the
dates on which dividends shall be payable and the dates from which dividends shall
accrue, whether dividends on the Trust Preferred Securities would be deferred during
any deferral of interest payments on the CMS Energy Debt Securities and the maximum
length of such deferral, any voting rights, any redemption, exchange or sinking fund
provisions and any other rights, preferences, privileges, limitations or restrictions
relating to a specific series of the Trust Preferred Securities, including a
description of the Guarantee, as the case may be;
 
    
    in the case of Preferred Stock, the designation, the number of shares, the
liquidation preference per security, the public offering price, any listing on a
securities exchange, the dividend rate (or method of calculation thereof), the dates on
which dividends shall be payable and the dates from which dividends shall accrue, any
voting rights, any redemption, exchange, conversion or sinking fund provisions and any
other rights, preferences, privileges, limitations or restrictions relating to a
specific series of the Preferred Stock; and
 
    
    in the case of Stock Purchase Units, the specific terms of the Stock Purchase
Contracts and any Senior Debt Securities, Subordinated Debt Securities, Preferred
Stock, Trust Preferred Securities or debt obligations of third parties securing the
holders obligation to purchase CMS Energy Common Stock under the Stock Purchase
Contracts, and the terms of the offering and sale thereof.
 7




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##### 



Capital Stock
 CMS Energy Articles of Incorporation CMS Energy Bylaws
  
    
    350 million shares of CMS Energy Common Stock; and
 
    
    10 million shares of Preferred Stock.
  Common Stock
 Dividend Rights and Policy; Restrictions on Dividends
     Senior Debt Indenture
 Senior Debt Indenture
 8




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##### 




    
    declare or pay any dividend or make any distribution on our capital stock to
the direct or indirect holders of our capital stock (except dividends or distributions
payable solely in our Non-Convertible Capital Stock (as defined in the Senior Debt
Indenture) or in options, warrants or other rights to purchase such Non-Convertible
Capital Stock and except dividends or other distributions payable to us or one of our
subsidiaries);
 
    
    purchase, redeem or otherwise acquire or retire for value any of our capital
stock; or
 
    
    purchase, repurchase, redeem, defease or otherwise acquire or retire for value,
prior to the scheduled maturity or scheduled repayment thereof, any of our Subordinated
Indebtedness (as defined in the Senior Debt Indenture) (each, for purposes of the
Senior Debt Indenture, a Restricted Payment),
  
    
    $100 million;
 
    
    100% of our Consolidated Net Income (as defined in the Senior Debt Indenture)
from May 6, 1997 to the end of the most recent fiscal quarter ending at least 45 days
prior to the date of the Restricted Payment (or, in the case of a deficit, minus 100%
of the deficit); and
 
    
    the aggregate Net Cash Proceeds (as defined in the Senior Debt Indenture) we
have received from any issuance or sale of, or contribution with respect to, our
capital stock subsequent to May 6, 1997.
 Trust Preferred Securities
 3 4 3 4 3 4
 Subordinated Debt Indenture 3 4 3 4
 
    
    an event has occurred, of which we have actual knowledge, that with the giving
of notice or the lapse of time, or both, would constitute an event of default and in
respect of which we have not taken reasonable steps to cure;
 
    
    we are in default with respect to the payment of any obligations under the
relevant guarantee agreement; or
 
    
    we have given notice of our election to defer payments of interest on the
securities issued under the Subordinated Debt Indenture by extending the interest
payment period as provided in any further supplemental indenture and have not rescinded
such notice, or such period (or any extension thereof) is continuing.
 9




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##### 



Dividend Restrictions Under Michigan Law
  Voting Rights
   Preemptive Rights
  Liquidation Rights
  10




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##### 



Subdivision or Combination
  Exchanges
  Transfer Agent and Registrar
  Preferred Stock
  Primary Source of Funds of CMS Energy; Restrictions on Sources of Dividends
   Consumers Articles of Incorporation
 11




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##### 




    
    $7.50 per share on all then outstanding shares of its preferred stock;
 
    
    in respect to its Class A Preferred Stock, 7.5% of the aggregate amount
established by its board of directors to be payable on the shares of each series
thereof in the event of involuntary liquidation of Consumers; and
 
    
    $7.50 per share on all then outstanding shares of all other stock over which
its preferred stock and Class A Preferred Stock do not have preference as to the
payment of dividends and as to assets.
  
    
    50% of net income available for the payment of dividends during the Base Period
(as defined below), if the ratio of common stock and surplus to total capitalization
and surplus for 12 consecutive calendar months within the 14 calendar months
immediately preceding the proposed dividend payment (the Base Period), adjusted to
reflect the proposed dividend, is less than 20%; and
 
    
    75% of net income available for the payment of dividends during the Base
Period, if the ratio of common stock and surplus to total capitalization and surplus
for the 12 consecutive calendar months immediately preceding the proposed dividend
payment, is at least 20% but less than 25%.
    CMS Energy Debt Securities
 CMS Energy Indenture CMS Energy Indentures
  12




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##### 



General
     
    
    the title of the CMS Energy Debt Securities;
 
    
    whether the CMS Energy Debt Securities will be senior or subordinated debt;
 
    
    the total principal amount of the CMS Energy Debt Securities of such series
that may be issued;
 
    
    the percentage of the principal amount at which the CMS Energy Debt Securities
will be sold and, if applicable, the method of determining the price;
 
    
    the maturity date or dates;
 
    
    the interest rate or the method of computing the interest rate;
 
    
    the date or dates from which any interest will accrue, or how such date or
dates will be determined, and the interest payment date or dates and any related record
dates;
 
    
    the place or places where the principal of and any interest on such CMS Energy
Debt Securities of such series will be payable;
 
    
    any right of CMS Energy to redeem such CMS Energy Debt Securities of such
series and the terms and conditions of any such redemption;
 
    
    any obligation of CMS Energy to redeem, purchase or repay the CMS Energy Debt
Securities of such series at the option of a holder upon the happening of any event and
the terms and conditions of any such redemption, purchase or repayment;
 
    
    any obligation of CMS Energy to permit the conversion of such CMS Energy Debt
Securities of such series into CMS Energy Common Stock and the terms and conditions
upon which such conversion shall be effected;
 
    
    whether the CMS Energy Debt Securities of such series will be issued in
book-entry form and the terms and any conditions for exchanging the global security in
whole or in part for paper certificates;
 
    
    any material provisions of the applicable indenture described in this
prospectus that do not apply to the CMS Energy Debt Securities of such series;
 
    
    any additional amounts with respect to the CMS Energy Debt Securities of such
series that CMS Energy will pay to a non-United States person because of any tax,
assessment or governmental charge withheld or deducted and, if so, any option of CMS
Energy to redeem the CMS Energy Debt Securities of such series rather than paying these
additional amounts; and
 
    
    any other specific terms of the CMS Energy Debt Securities of such series.
  13




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##### 



Concerning the Trustees
  Exchange and Transfer
  Payment
  Events of Default
  
    
    failure to pay required interest on any CMS Energy Debt Security of such series
for 30 days;
 
    
    failure to pay principal on any CMS Energy Debt Security of such series when
due;
 
    
    failure to deposit any sinking fund when due in respect of the CMS Energy Debt
Securities of such series;
 
    
    failure to perform any other covenant in the relevant indenture other than a
covenant included in the relevant indenture solely for the benefit of a series of CMS
Energy Debt Securities other than such series for 60 days after written notice by the
trustee to CMS Energy or by the holders of at least 25% in aggregate principal amount
of the outstanding CMS Energy Debt Securities of all series affected thereby to CMS
Energy and the trustee as provided in the applicable CMS Energy Indenture;
 
    
    certain events of bankruptcy or insolvency, whether voluntary or not, of CMS
Energy;
 
    
    entry of final judgments against CMS Energy or Consumers for more than
$25,000,000 that remain undischarged or unbonded for 60 days; or
 
    
    a default resulting in the acceleration of indebtedness of CMS Energy of more
than $25,000,000, and the acceleration has not been rescinded or annulled within 10
days after written notice of such default by the trustee to CMS Energy or by the
holders of at least 10% in aggregate principal amount of the outstanding CMS Energy
Debt Securities of that series to CMS Energy and the trustee as provided in the
applicable CMS Energy Indenture.
   14




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##### 



Consolidation, Merger or Sale of Assets
  Modification of the Indenture
  
    
    to pledge assets as security for one or more series of CMS Energy Debt Securities;
 
    
    to provide for a successor to CMS Energy to assume the applicable CMS Energy
Indenture;
 
    
    to add covenants of CMS Energy for the benefit of the holders of any series of
CMS Energy Debt Securities;
 
    
    to cure any ambiguity or to correct or supplement any provision in the CMS
Energy Indenture or any supplemental indenture that may be defective or inconsistent
with any other provision contained in the CMS Energy Indenture or any supplemental
indenture, or to make such other provisions as CMS Energy may deem necessary or
desirable, with respect to matters arising under the CMS Energy Indenture, provided
that no such action shall adversely affect the interests of the holders of the CMS
Energy Debt Securities of any series appertaining thereto;
 
    
    to establish the form and terms of any series of securities under that CMS Energy Indenture;
and
    
    to provide for a successor trustee.
  
    
    change the time of payment of the principal of such CMS Energy Debt Security;
 15




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##### 




    
    reduce the principal amount or amount payable upon redemption, if any, of such
CMS Energy Debt Security;
 
    
    reduce the rate or change the time of payment of interest on such CMS Energy
Debt Security;
 
    
    change the currency of payment of principal of or interest on such CMS Energy
Debt Security;
 
    
    reduce the amount payable on any securities issued originally at a discount
upon acceleration or provable in bankruptcy; or
 
    
    impair the right to institute suit for the enforcement of any payment on any
CMS Energy Debt Security when due.
   Defeasance, Covenant Defeasance and Discharge
  
    
    CMS Energy will be discharged from all obligations in respect of the CMS Energy
Debt Securities of a particular series then outstanding (except for certain obligations
to register the transfer of or exchange the CMS Energy Debt Securities of such series,
to replace stolen, lost or mutilated CMS Energy Debt Securities of such series, to
maintain paying agencies and to maintain the trust described below); or
 
    
    CMS Energy need not comply with certain restrictive covenants of the relevant
CMS Energy Indenture (including those described under Consolidation, Merger or Sale of
Assets above),
   
    
    the exercise of such option would not cause the holders of the CMS Energy Debt
Securities of such series to recognize income, gain or loss for United States federal
income tax purposes as a result of such defeasance, and such holders will be subject to
United States federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such defeasance had not occurred; and
 
    
    in the case of a discharge under the Senior Debt Indenture, such opinion shall
also be to the effect that (i) a ruling to the same effect has been received from or
published by the Internal Revenue Service or (ii) since the date of the Senior Debt
Indenture there has been a change in the applicable United States federal income tax
law.
 16




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##### 



Governing Law
  Senior Debt Securities
  Subordinated Debt Securities
   Senior Indebtedness
 
    
    indebtedness of CMS Energy for money borrowed by CMS Energy (including purchase
money obligations) or evidenced by debentures (other than the Subordinated Debt
Securities), notes, bankers acceptances or other corporate debt securities or similar
instruments issued by CMS Energy;
 
    
    all capital lease obligations of CMS Energy;
 
    
    all obligations of CMS Energy issued or assumed as deferred purchase price of
property, all conditional sale obligations of CMS Energy and all obligations of CMS
Energy under any title retention agreement (but excluding trade accounts payable
arising in the ordinary course of business);
 
    
    obligations with respect to letters of credit;
 
    
    all indebtedness of others of the type referred to in the four preceding
clauses assumed by or guaranteed in any manner by CMS Energy or in effect guaranteed by
CMS Energy;
 
    
    all obligations of the type referred to in the five preceding clauses of other
persons secured by any lien on any property or asset of CMS Energy (subject to certain
exceptions); or
 
    
    renewals, extensions or refundings of any of the indebtedness referred to in
the preceding six clauses unless, in the case of any particular indebtedness, renewal,
extension or refunding, under the express provisions of the instrument creating or
evidencing the same or the assumption or guarantee of the same, or pursuant to which
the same is outstanding, such indebtedness or such renewal, extension or refunding
thereof is not superior in right of payment to the Subordinated Debt Securities.
  17




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##### 




    
    there shall have occurred any event of which CMS Energy has actual knowledge
(i) that with the giving of notice or the lapse of time, or both, would constitute an
event of default under the Subordinated Debt Indenture and (ii) in respect of which CMS
Energy shall not have taken reasonable steps to cure;
 
    
    CMS Energy shall be in default with respect to its payment of any obligations
under the Guarantees; or
 
    
    CMS Energy shall have given notice of its election to defer payments of
interest on such Subordinated Debt Securities as provided in the Subordinated Debt
Indenture and shall not have rescinded such notice, or such extended interest payment
period, or any extension thereof, shall be continuing,
  
    
    declare or pay any dividends or distributions on, or redeem, purchase, acquire
or make a liquidation payment with respect to, any of CMS Energys capital stock; or
 
    
    make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities (including guarantees of indebtedness for
money borrowed) of CMS Energy that rank pari passuwith or junior to the Subordinated
Debt Securities,
  
    
    any dividend, redemption, liquidation, interest, principal or guarantee payment
by CMS Energy where the payment is made by way of securities (including capital stock)
that rank pari passuwith or junior to the securities on which such dividend,
redemption, interest, principal or guarantee payment is being made;
 
    
    payments under the Guarantees;
 
    
    purchases of CMS Energy Common Stock related to the issuance of CMS Energy
Common Stock under any of CMS Energys benefit plans for its directors, officers or
employees;
 
    
    as a result of a reclassification of CMS Energys capital stock or the exchange
or conversion of one series or class of CMS Energys capital stock for another series
or class of CMS Energys capital stock; and
 
    
    the purchase of fractional interests in shares of CMS Energys capital stock
pursuant to the conversion or exchange provisions of such capital stock or the security
being converted or exchanged.
  
    
    that for so long as Trust Preferred Securities are outstanding, not to convert
the Subordinated Debt Securities except pursuant to a notice of conversion delivered to
the conversion agent by a holder of Trust Preferred Securities;
 
    
    to maintain directly or indirectly 100% ownership of the Common Securities,
provided that certain successors that are permitted pursuant to the Subordinated Debt
Indenture may succeed to CMS Energys ownership of the Common Securities;
 
    
    not to voluntarily terminate, wind-up or liquidate such Trust, except (i) in
connection with a distribution of Subordinated Debt Securities to the holders of the
Trust Preferred Securities in liquidation of such Trust or (ii) in connection with
certain mergers, consolidations or amalgamations permitted by the declaration of trust
or other governing instrument of such Trust; and
 
    
    to use its reasonable efforts, consistent with the terms and provisions of the
declaration of trust or other governing instrument of such Trust, to cause such Trust
to remain a statutory trust and not to be classified as an association taxable as a
corporation for United States federal income tax purposes.
 18




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##### 



Conversion Rights
   
    
    pays a dividend or makes a distribution in shares of CMS Energy Common Stock;
 
    
    subdivides its outstanding shares of CMS Energy Common Stock into a greater
number of shares;
 
    
    combines its outstanding shares of CMS Energy Common Stock into a smaller
number of shares;
 
    
    pays a dividend or makes a distribution on its CMS Energy Common Stock other
than in shares of its CMS Energy Common Stock;
 
    
    issues by reclassification of its shares of CMS Energy Common Stock any shares
of its capital stock;
 
    
    issues any rights or warrants to all holders of shares of its CMS Energy Common
Stock entitling them (for a period expiring within 45 days after the relevant record
date, or such other period as may be specified in the prospectus supplement) to
purchase shares of CMS Energy Common Stock (or Convertible Securities as defined in the
CMS Energy Indentures) at a price per share less than the Average Market Price (as
defined in the CMS Energy Indentures); or
 
    
    distributes to all holders of shares of its CMS Energy Common Stock any assets
or debt securities or any rights or warrants to purchase securities;
   Description of Stock Purchase Contracts and Stock Purchase Units
  19




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##### 



THE TRUSTS
  Administrative Trustees Property Trustee Guarantee Trustee
 Property Account
 20




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##### 



Trust Preferred Securities
  
    
    the distinctive designation and the number of Trust Preferred Securities to be
offered that will represent undivided beneficial interests in the assets of the Trust;
 
    
    the annual distribution rate and the date or dates upon which such
distributions will be paid; provided, however, distributions on the Trust Preferred
Securities will be paid quarterly in arrears to holders of Trust Preferred Securities
as of a record date on which the Trust Preferred Securities are outstanding;
 
    
    whether distributions on Trust Preferred Securities would be deferred during
any deferral of interest payments on the CMS Energy Debt Securities; provided, however,
that no such deferral, including extensions, if any, may exceed 20 consecutive quarters
nor extend beyond the stated maturity date of the CMS Energy Debt Securities, and, at
the end of any such deferrals, CMS Energy shall make all interest payments then accrued
or deferred and unpaid (including any compounded interest);
 
    
    the amount of any liquidation preference;
 
    
    the obligation, if any, of the Trust to redeem Trust Preferred Securities
through the exercise by CMS Energy of an option on the corresponding CMS Energy Debt
Securities and the price or prices at which, the period or periods within which, and
the terms and conditions upon which, Trust Preferred Securities shall be purchased or
redeemed, in whole or in part, pursuant to such obligation;
 
    
    the period or periods within which, and the terms and conditions, if any,
including the price or prices or the rate or rates of conversion or exchange and the
terms and conditions of any adjustments thereof, upon which, the Trust Preferred
Securities shall be convertible or exchangeable at the option of the holder of the
Trust Preferred Securities for other property or cash;
 
    
    the voting rights, if any, of the Trust Preferred Securities in addition to
those required by law and in the Trust Agreement or set forth under a Guarantee;
 
    
    the additional payments, if any, that the Trust will pay as a distribution as
necessary so that the net amounts reserved by the Trust and distributable to the
holders of the Trust Preferred Securities, after all taxes, duties, assessments or
governmental charges of whatever nature (other than withholding taxes) have been paid,
will not be less than the amount that would have been reserved and distributed by the
Trust, and the amount the holders of the Trust Preferred Securities would have
reserved, had no such taxes, duties, assessments or governmental charges been imposed;
 
    
    the terms and conditions, if any, upon which the CMS Energy Debt Securities may
be distributed to holders of Trust Preferred Securities; and
 
    
    any other relative rights, powers, preferences, privileges, limitations or
restrictions of the Trust Preferred Securities not inconsistent with the Trust
Agreement or applicable law.
  21




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##### 



Effect of Obligations Under the CMS Energy Debt Securities and the Guarantees
   
    
    the aggregate principal amount of CMS Energy Debt Securities will be equal to
the sums of the aggregate stated liquidation amount of the Trust Securities;
 
    
    the interest rate and the interest and other payment dates on the CMS Energy
Debt Securities will match the distribution rate and distribution and other payment
dates for the Trust Securities;
 
    
    CMS Energy shall pay, and the Trust shall not be obligated to pay, directly or
indirectly, all costs, expenses, debt and obligations of the Trust (other than with
respect to the Trust Securities); and
 
    
    the Trust Agreement further provides that the trustees shall not take or cause
or permit the Trust to, among other things, engage in any activity that is not
consistent with the purposes of the Trust.
   The CMS Energy Guarantees
  22




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##### 



General
 Guarantee Payments
 
    
    any accumulated and unpaid distributions required to be paid on the Trust
Preferred Securities, to the extent that the Trust has funds on hand available therefor
at such time;
 
    
    the redemption price with respect to any Trust Preferred Securities called for
redemption to the extent that the Trust has funds on hand available therefor; or
 
    
    upon a voluntary or involuntary dissolution, winding up or liquidation of the
Trust (unless the CMS Energy Debt Securities are distributed to holders of the Trust
Preferred Securities), the lesser of (i) the aggregate of the liquidation preference of
$50 per Trust Preferred Security plus accrued and unpaid distributions on the Trust
Preferred Securities to the date of payment, to the extent that the Trust has funds on
hand available therefor, and (ii) the amount of assets of the Trust remaining available
for distribution to holders of Trust Preferred Securities.
     Certain Covenants of CMS Energy
  
    
    the Trust is the holder of all the CMS Energy Debt Securities;
 
    
    a Tax Event (as defined in the Guarantee) in respect of the Trust has occurred
and is continuing; and
 23




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##### 




    
    CMS Energy has elected, and has not revoked such election, to pay Additional
Sums (as defined in the Guarantee) in respect of the Trust Preferred Securities and
Common Securities,
   
    
    there shall have occurred any event of which CMS Energy has actual knowledge
that (i) with the giving of notice or the lapse of time, or both, would constitute an
event of default under the Subordinated Debt Indenture and (ii) in respect of which CMS
Energy shall not have taken reasonable steps to cure;
 
    
    CMS Energy shall be in default with respect to its payment of any obligations
under the Guarantees; or
 
    
    CMS Energy shall have given notice of its election to defer payments of
interest on the Subordinated Debt Securities as provided in the Subordinated Debt
Indenture and shall not have rescinded such notice, or such extension period, or any
extension thereof, shall be continuing,
  
    
    declare or pay any dividends or distributions on, or redeem, purchase, acquire
or make a liquidation payment with respect to, any of CMS Energys capital stock; or
 
    
    make any payment of principal, interest or premium, if any, on or repay or
repurchase or redeem any debt securities (including guarantees of indebtedness for
money borrowed) of CMS Energy that rank pari passuwith or junior to the Subordinated
Debt Securities;
  
    
    any dividend, redemption, liquidation, interest, principal or guarantee payment
by CMS Energy where the payment is made by way of securities (including capital stock)
that rank pari passuwith or junior to the securities on which such dividend,
redemption, liquidation, interest, principal or guarantee payment is being made;
 
    
    payments under the Guarantees;
 
    
    purchases of CMS Energy Common Stock related to the issuance of CMS Energy
Common Stock under any of CMS Energys benefit plans for its directors, officers or
employees;
 
    
    as a result of a reclassification of CMS Energys capital stock or the exchange
or conversion of one series or class of CMS Energys capital stock for another series
or class of CMS Energys capital stock; and
 
    
    the purchase of fractional interests in shares of CMS Energys capital stock
pursuant to the conversion or exchange provisions of such capital stock or the security
being converted or exchanged.
  
    
    that for so long as Trust Preferred Securities are outstanding, not to convert
Subordinated Debt Securities except pursuant to a notice of conversion delivered to the
conversion agent by a holder of Trust Preferred Securities;
 
    
    to maintain directly or indirectly 100% ownership of the Common Securities,
provided that certain successors that are permitted pursuant to the Subordinated Debt
Indenture may succeed to CMS Energys ownership of the Common Securities;
 
    
    to not voluntarily terminate, wind-up or liquidate the Trust, except (i) in
connection with a distribution of the Subordinated Debt Securities to the holders of
the Trust Preferred Securities in liquidation of the Trust or (ii) in connection with
certain mergers, consolidations or amalgamations permitted by the declaration of trust
or other governing instrument of such Trust;
 24




---



##### 




    
    to maintain the reservation for issuance of the number of shares of CMS Energy
Common Stock that would be required from time to time upon the conversion of all of the
CMS Energy Debt Securities then outstanding;
 
    
    to use its reasonable efforts, consistent with the terms and provisions of the
declaration of trust or other governing instrument of such Trust, to cause the Trust to
remain classified as a statutory trust and not as an association taxable as a
corporation for United States federal income tax purposes; and
 
    
    to deliver shares of CMS Energy Common Stock upon an election by the holders of
the Trust Preferred Securities to convert such Trust Preferred Securities into CMS
Energy Common Stock.
  Amendments and Assignment
  Termination of the Guarantees
  Events of Default
    25




---



##### 



Status of the Guarantees
 pari passu
  CONSUMERS
 Introduction
 Consumers Offered Securities Consumers Debt Securities
 Consumers Debt Securities
 Senior
Note Indenture Mortgage Indenture Consumers Indenture Consumers Indentures
   General
   26




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##### 




    
    the designation of such series of Consumers Debt Securities;
 
    
    any limitations on the aggregate principal amount of any such series of
Consumers Debt Securities;
 
    
    the original issue date for such series and the stated maturity date or dates
of such series;
 
    
    the percentage of the principal amount at which the Consumers Debt Securities
will be sold and, if applicable, the method of determining the price;
 
    
    the interest rate or rates, or the method of calculation of such rate or rates,
for such series of Consumers Debt Securities and the date from which such interest
shall accrue;
 
    
    the terms, if any, regarding the optional or mandatory redemption of such
series, including redemption date or dates, if any, and the price or prices applicable
to such redemption;
 
    
    the form of the Consumers Debt Securities of such series;
 
    
    the maximum annual interest rate, if any, permitted for such series of
Consumers Debt Securities;
 
    
    any other information required to complete the notes of such series;
 
    
    the establishment of any office or agency pursuant to the terms of the
Consumers Indentures where the Consumers Debt Securities may be presented for payment;
and
 
    
    any other specific terms of the Consumers Debt Securities.
 Concerning the Trustees
  Exchange and Transfer
  Governing Law
  Senior Notes
 General
  Payment
  27




---



##### 



Security; Release Date
  Release Date
 Events of Default
  
    
    failure to pay principal of and premium, if any, on any senior note of such
series when due;
 
    
    failure to pay interest on any senior note of such series when due for 60 days;
 
    
    failure to perform any other covenant or agreement of Consumers in the senior
notes of such series for 90 days after written notice to Consumers by the senior note
trustee or the holders of at least 33% in aggregate principal amount of the outstanding
senior notes;
 
    
    prior to the Release Date, a default under the Mortgage Indenture has occurred
and is continuing; provided, however, that the waiver or cure of such default and the
rescission and annulment of the consequences under the Mortgage Indenture will be a
waiver of the corresponding event of default under the Senior Note Indenture and a
rescission and annulment of the consequences under the Senior Note Indenture; and
 
    
    certain events of bankruptcy, insolvency, reorganization, assignment or
receivership of Consumers.
  28




---



##### 




    
    that holder gives to the senior note trustee written notice of default and its
continuance;
    
    the holders of a majority in aggregate principal amount of senior notes of such
series then outstanding affected by that event of default request the senior note
trustee to institute such action;
    
    that holder has offered the senior note trustee reasonable indemnity; and
    
    the senior note trustee shall not have instituted such action within 60 days of
such request.
   Modification
  
    
    change the maturity date of any senior note of such series;
    
    reduce the rate (or change the method of calculation thereof) or extend the
time of payment of interest on any senior note of such series;
    
    reduce the principal amount of, or premium payable on, any senior note of such
series;
    
    change the coin or currency of any payment of principal of, and interest and/or
premium on, any senior note of such series;
    
    change the date on which any senior note of such series may be redeemed or
adversely affect the rights of a holder to institute suit for the enforcement of any
payment on or with respect to any senior note of such series;
    
    impair the interest of the senior note trustee in the first mortgage bonds
securing the senior notes of such series held by it or, prior to the Release Date,
reduce the principal amount of any series of first mortgage bonds securing the senior
notes of such series to an amount less than the principal amount of the related series
of senior notes or alter the payment provisions of such first mortgage bonds in a
manner adverse to the holders of the senior notes.
  29




---



##### 




    
    to supply omissions, cure ambiguities or correct defects, which actions, in
each case, are not inconsistent with the Senior Note Indenture or prejudicial to the
interests of the holders in any material respect;
    
    to add to the covenants of Consumers for the benefit of the holders or to
surrender a right conferred on Consumers in the Senior Note Indenture;
    
    to add further security for the senior notes of such series;
    
    to add provisions permitting Consumers to be released with respect to one or
more series of outstanding senior notes from its obligations under the covenants upon
satisfaction of conditions with respect to such series of senior notes; or
    
    to make any other change that is not prejudicial to the holders of senior notes
of such series in any material respect.
  Defeasance and Discharge
  Consolidation, Merger and Sale or Disposition of Assets
  
    
    the new corporation or person is a corporation organized and existing under the
laws of the United States of America, any state thereof or the District of Columbia;
    
    the new corporation or person assumes the due and punctual payment of the
principal of and premium and interest on all the senior notes and the performance of
every covenant of the Senior Note Indenture to be performed or observed by Consumers;
and
    
    prior to the Release Date, the new corporation or person assumes Consumers
obligations under the Mortgage Indenture with respect to first mortgage bonds securing
senior notes.
  
    
    all or any portion of its facilities for the generation of electric energy;
    
    all of its facilities for the transmission of electric energy; or
 30




---



##### 




    
    all of its facilities for the distribution of natural gas;
  Certain Covenants of Consumers
 Limitation on Liens
 Lien
 
    
    Liens on any operating property existing at the time of its acquisition (which
Liens may also extend to subsequent repairs, alterations and improvements to such
operating property);
    
    Liens on operating property of a corporation existing at the time such
corporation is merged into or consolidated with, or such corporation disposes of its
properties (or those of a division) as or substantially as an entirety to, Consumers;
    
    Liens on operating property to secure the cost of acquisition, construction,
development or substantial repair, alteration or improvement of property or to secure
indebtedness incurred to provide funds for any such purpose or for reimbursement of
funds previously expended for any such purpose, provided such Liens are created or
assumed contemporaneously with, or within 18 months after, such acquisition or the
completion of construction or development or substantial repair, alteration or
improvement;
    
    Liens in favor of any state or any department, agency or instrumentality or
political subdivision of any state, or for the benefit of holders of securities issued
by any such entity (or providers of credit enhancement with respect to such
securities), to secure any debt (including, without limitation, obligations of
Consumers with respect to industrial development, pollution control or similar revenue
bonds) incurred for the purpose of financing all or any part of the purchase price or
the cost of constructing or developing or substantially repairing, altering or
improving operating property of Consumers; or
    
    any extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any Lien referred to in the first four bullet
points above; provided, however, that the principal amount of debt secured thereby and
not otherwise authorized by the first four bullet points above, inclusive, shall not
exceed the principal amount of debt, plus any premium or fee payable in connection with
any such extension, renewal or replacement, so secured at the time of such extension,
renewal or replacement.
  Limitation on Sale and Leaseback Transactions
  31




---



##### 




    
    Consumers would be entitled under any of the provisions described in the bullet
points set forth under Limitation on Liens above to issue, assume, guarantee or
permit to exist debt secured by a Lien on such operating property without equally and
ratably securing the senior notes;
    
    after giving effect to such sale and lease-back transaction, Consumers could
incur, pursuant to the provisions described in the second paragraph under Limitation
on Liens above, at least $1.00 of additional debt secured by Liens (other than Liens
permitted by the preceding bullet point); or
    
    Consumers applies within 180 days an amount equal to, in the case of a sale or
transfer for cash, the net proceeds (not exceeding the net book value) thereof, and,
otherwise, an amount equal to the fair value (as determined by its board of directors)
of the operating property so leased to the retirement of senior notes or other debt of
Consumers ranking senior to, or equally with, the senior notes, subject to reduction
for senior notes and such debt retired during such 180-day period otherwise than
pursuant to mandatory sinking fund or prepayment provisions and payments at maturity.
 Voting of Senior Note Mortgage Bonds Held by the Senior Note Trustee
  
    
    in favor of amendments or modifications of the Mortgage Indenture of
substantially the same tenor and effect as follows:
 
    
    to eliminate the maintenance and replacement fund and to
recover amounts of net property additions previously applied in satisfaction
thereof so that the same would become available as a basis for the issuance of
first mortgage bonds;
    
    to eliminate sinking funds or improvement funds and to recover
amounts of net property additions previously applied in satisfaction thereof so
that the same would become available as a basis for the issuance of first
mortgage bonds;
    
    to eliminate the restriction on the payment of dividends on
common stock and to eliminate the requirements in connection with the periodic
examination of the mortgaged and pledged property by an independent engineer;
    
    to permit first mortgage bonds to be issued under the Mortgage
Indenture in a principal amount equal to 70% of unfunded net property additions
instead of 60%, to permit sinking funds or improvement funds requirements (to
the extent not otherwise eliminated) under the Mortgage Indenture to be
satisfied by the application of net property additions in an amount equal to
70% of such additions instead of 60%, and to permit the acquisition of property
subject to certain liens prior to the lien of the Mortgage Indenture if the
principal amount of indebtedness secured by such liens does not exceed 70% of
the cost of such property instead of 60%;
    
    to eliminate requirements that Consumers deliver a net earnings
certificate for any purpose under the Mortgage Indenture;
    
    to raise the minimum dollar amount of insurance proceeds on
account of loss or damage that must be payable to the senior note trustee from
$50,000 to an amount equal to the greater of (i) $5,000,000 and (ii) 3% of the
total principal amount of first mortgage bonds outstanding;
    
    to increase the amount of the fair value of property that may
be sold or disposed of free from the lien of the Mortgage Indenture, without
any release or consent by the mortgage trustee, from not more than $25,000 in
any calendar year to not more than an amount equal to the greater of (i)
$5,000,000 and (ii) 3% of the total principal amount of first mortgage bonds
then outstanding;
 32




---



##### 




    
    to permit certain mortgaged and pledged property to be released
from the lien of the Mortgage Indenture if, in addition to certain other
conditions, the senior note trustee receives purchase money obligations of not
more than 70% of the fair value of such property instead of 60% and to
eliminate the further requirement for the release of such property that the
aggregate principal amount of purchase money obligations held by the mortgage
trustee not exceed 20% of the principal amount of first mortgage bonds
outstanding; and
    
    to eliminate the restriction prohibiting the mortgage trustee
from applying cash held by it pursuant to the Mortgage Indenture to the
purchase of bonds not otherwise redeemable at a price exceeding 110% of the
principal of such bonds, plus accrued interest; and
 
    
    with respect to any other amendments or modifications of the Mortgage
Indenture, as follows: the senior note trustee shall vote all first mortgage bonds
securing senior notes then held by it, or consent with respect thereto, proportionately
with the vote or consent of the holders of all other first mortgage bonds outstanding
under the Mortgage Indenture, the holders of which are eligible to vote or consent;
however, the senior note trustee will not vote in favor of, or consent to, any
amendment or modification of the Mortgage Indenture that, if it were an amendment or
modification of the Senior Note Indenture, would require the consent of holders of
senior notes (as described under Modification above) without the prior consent of
holders of senior notes that would be required for such an amendment or modification of
the Senior Note Indenture.
 Concerning the Senior Note Trustee
  First Mortgage Bonds
 General
    33




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##### 



Payment
  Priority and Security
  Release and Substitution of Property
  
    
    cash deposited with the mortgage trustee;
    
    bonds or purchase money obligations delivered to the mortgage trustee;
    
    prior lien bonds delivered to the mortgage trustee or reduced or assumed by the
purchaser;
    
    property additions acquired in exchange for the property released; or
    
    a showing that unfunded net property additions exist.
  Modification of Mortgage Indenture
  Concerning the Mortgage Trustee
  34




---



##### 



Defaults
  
    
    failure to pay principal when due;
    
    failure to pay interest for 60 days;
    
    failure to pay any installment of any sinking or other purchase fund for 90
days;
    
    certain events in bankruptcy, insolvency or reorganization; and
    
    failure to perform any other covenant for 90 days following written demand by
the mortgage trustee for Consumers to cure such failure.
   
 BOOK-ENTRY SYSTEM
 DTC Offered Securities
 Direct Participants DTCC
 35




---



##### 



Indirect Participants
 Beneficial Owner
      36




---



##### 



LEGAL OPINIONS
  
 EXPERTS
   37




---



##### 



PART
II
 INFORMATION NOT REQUIRED IN PROSPECTUS
 ITEM 14. Other Expenses of Issuance and Distribution.
  SEC Registration Fee
    
    *Services of Independent Registered Public Accounting Firm
    
    **Trustee Fees and Expenses
    
    **Legal Fees and Expenses
    
    **Rating Agency Fees
    
    **Collateral Agents Fees
    
    **Purchase Contract Agents Fees
    
    **Printing and Delivery Expenses
    
    **Listing Fees
    
    **Blue Sky Fees and Expenses
    
    **Miscellaneous Expenses
    
    **Total
    
    **
 
 *
    
    To be deferred pursuant to Rule 456(b) under the Securities Act and calculated in connection
with the offering of securities under this Registration Statement pursuant to Rule 457(r)
under the Securities Act.**
    
    Estimated expenses are not presently known. Each prospectus supplement will reflect
estimated expenses based on the amount of the related offering. ITEM 15. Indemnification of Directors and Officers.
 CMS ENERGY
     II-1




---



##### 



CONSUMERS
   II-2




---



##### 



ITEM 16. Exhibits.
  II-3




---



##### 



ITEM 17. Undertakings.
 (a)
    
    Each undersigned Registrant hereby undertakes:
 (1)
    
    To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
 (i)
    
    To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
 (ii)
    
    To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the Calculation of
Registration Fee table in the effective registration statement;(iii)
    
    To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
 provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this
section do not apply if the registration statement is on Form S-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by the
Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement, or is
contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the
registration statement.(2)
    
    That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.(3)
    
    To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.(4)
    
    That, for the purpose of determining liability under the Securities Act of 1933
to any purchaser:
 (i)
    
    Each prospectus filed by the Registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration
statement; and(ii)
    
    Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or
(x) for the purpose of providing the information required by section 10(a) of
the Securities Act of 1933 shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration
 II-4




---



##### 



statement to which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to
such effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective
date.
 (5)
    
    That, for the purpose of determining liability of the Registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the securities,
the undersigned Registrant undertakes that in a primary offering of securities of the
undersigned Registrant pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following communications, the
undersigned Registrant will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:
 (i)
    
    Any preliminary prospectus or prospectus of the undersigned
Registrant relating to the offering required to be filed pursuant to Rule 424;(ii)
    
    Any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned Registrant or used or referred to by the
undersigned Registrant;(iii)
    
    The portion of any other free writing prospectus relating to
the offering containing material information about the undersigned Registrant
or its securities provided by or on behalf of the undersigned Registrant; and(iv)
    
    Any other communication that is an offer in the offering made
by the undersigned Registrant to the purchaser.
 (b)
    
    Each undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrants annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.(c)
    
    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of each Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of such issue.
 II-5




---



##### 



SIGNATURES
  CMS Energy Corporation
(Registrant)By:
    /s/ Thomas J. WebbName:
    Thomas J. WebbTitle:
    Executive Vice President and Chief
Financial Officer  Name
    
    Title(i) Principal executive officer:/s/ John G. Russell

(John G. Russell)
    
    President and Chief Executive Officer(ii) Principal financial officer:/s/ Thomas J. Webb

(Thomas J. Webb)
    
    Executive Vice President and Chief Financial Officer(iii) Controller or principal accounting officer:/s/ Glenn P. Barba

(Glenn P. Barba)
    
    Vice President, Controller and Chief Accounting Officer(iv) Directors:/s/          *

(Merribel S. Ayres)
    
    Director/s/          *

(Jon E. Barfield)
    
    Director/s/          *

(Stephen E. Ewing)
    
    Director/s/          *

(Richard M. Gabrys)
    
    Director/s/          *

(David W. Joos)
    
    Director/s/          *

(Philip R. Lochner, Jr.)
    
    Director
 II-6




---



##### 



Name
    
    Title/s/          *

(Michael T. Monahan)
    
    Director/s/          *

(John G. Russell)
    
    Director/s/          *

(Kenneth L. Way)
    
    Director/s/          *

(John B. Yasinsky)
    
    Director
 
 *By:
    /s/ Thomas J. WebbName:
    Thomas J. WebbTitle:
    Attorney-in-fact II-7




---



##### 



SIGNATURES
  CMS Energy Trust IV
(Registrant)By:
    /s/ Laura L. MountcastleName:
    Laura L. MountcastleTitle:
    TrusteeBy:
    /s/ Catherine M. ReynoldsName:
    Catherine M. ReynoldsTitle:
    Trustee II-8




---



##### 



SIGNATURES
  CMS Energy Trust V
(Registrant)By:
    /s/ Laura L. MountcastleName:
    Laura L. MountcastleTitle:
    TrusteeBy:
    /s/ Catherine M. ReynoldsName:
    Catherine M. ReynoldsTitle:
    Trustee II-9




---



##### 



SIGNATURES
  Consumers Energy Company
(Registrant)By:
    /s/ Thomas J. WebbName:
    Thomas J. WebbTitle:
    Executive Vice President and Chief
Financial Officer  Name
    
    Title(i) Principal executive officer:/s/ John G. Russell

(John G. Russell)
    
    President and Chief Executive Officer(ii) Principal financial officer:/s/ Thomas J. Webb

(Thomas J. Webb)
    
    Executive Vice President and Chief Financial Officer(iii) Controller or principal accounting officer:/s/ Glenn P. Barba

(Glenn P. Barba)
    
    Vice President, Controller and Chief Accounting Officer(iv) Directors:/s/          *

(Merribel S. Ayres)
    
    Director/s/          *

(Jon E. Barfield)
    
    Director/s/          *
    
    Director(Stephen E. Ewing)/s/          *
    
    Director(Richard M. Gabrys)/s/          *
    
    Director(David W. Joos)/s/          *
    
    Director(Philip R.Lochner, Jr.)
 II-10




---



##### 



Name
    
    Title/s/          *

(Michael T. Monahan)
    
    Director/s/          *
    
    Director(John G. Russell)/s/          *
    
    Director(Kenneth L. Way)/s/          *

(John B. Yasinsky)
    
    Director
 
 *By:
    /s/ Thomas J. WebbName:
    Thomas J. WebbTitle:
    Attorney-in-fact II-11




---



##### 



EXHIBIT INDEX
  Previously FiledWith File
    
    As ExhibitExhibits
    
    Number
    
    Number
    
    
    
    Description1.1*
    
    
    
    
    
    
    
    
    
    Form of Underwriting Agreement with respect to the Offered Securities4.1
    
    1-9513
    
    
    (3)(a)
    
    
    
    Restated Articles of Incorporation of CMS Energy, effective June 1,
2004, as amended May 22, 2009 (2nd qtr 2009 Form 10-Q)4.2
    
    1-9513
    
    
    3.1
    
    
    
    CMS Energy Corporation Bylaws, amended and restated as of January 27,
2011 (Form 8-K filed February 1, 2011)4.3
    
    1-5611
    
    
    3(c)
    
    
    
    Restated Articles of Incorporation of Consumers effective June 7, 2000
(2000 Form 10-K)4.4
    
    1-5611
    
    
    3.2
    
    
    
    Consumers Energy Company Bylaws, amended and restated as of January 27,
2011 (Form 8-K filed February 1, 2011)4.5.1
    
    33-47629
    
    
    (4)(a)
    
    
    
    Indenture dated as of September 15, 1992 between CMS Energy and The
Bank of New York Mellon, as Trustee (Form S-3 filed May 1, 1992)
Indentures Supplemental thereto:4.5.2
    
    1-9513
    
    
    4.2
    
    
    
    17th dated as of 12/13/04 (Form 8-K filed December 13, 2004)4.5.3
    
    1-9513
    
    
    4.2
    
    
    
    18th dated as of 1/19/05 (Form 8-K filed January 20, 2005)4.5.4
    
    1-9513
    
    
    4.2
    
    
    
    19th dated as of 12/13/05 (Form 8-K filed December 15, 2005)4.5.5
    
    1-9513
    
    
    4.2
    
    
    
    20th dated as of 7/3/07 (Form 8-K filed July 5, 2007)4.5.6
    
    1-9513
    
    
    4.3
    
    
    
    21st dated as of 7/3/07 (Form 8-K filed July 5, 2007)4.5.7
    
    1-9513
    
    
    4.1
    
    
    
    22nd dated as of 6/15/09 (Form 8-K filed June 15, 2009)4.5.8
    
    1-9513
    
    
    4.3
    
    
    
    23rd dated as of 6/15/09 (Form 8-K filed June 15, 2009)4.5.9
    
    1-9513
    
    
    4.1
    
    
    
    24th dated as of 1/14/10 (Form 8-K filed January 14, 2010)4.5.10
    
    1-9513
    
    
    4.1
    
    
    
    25th dated as of 9/23/10 (Form 8-K filed September 23, 2010)4.5.11
    
    1-9513
    
    
    4.1
    
    
    
    26th dated as of 11/19/10 (Form 8-K filed November 19, 2010)4.5.12
    
    1-9513
    
    
    4.1
    
    
    
    27th dated as of 5/12/11 (Form 8-K filed May 12, 2011)4.5.13*
    
    
    
    
    
    
    
    
    
    Form of Senior Debt Securities4.6.1
    
    1-9513
    
    
    (4)(a)
    
    
    
    Indenture dated as of June 1, 1997, between CMS Energy and The Bank of
New York Mellon, as trustee (Form 8-K filed July 1, 1997)Indentures Supplemental thereto:4.6.2
    
    1-9513
    
    
    (4)(b)
    
    
    
    1st dated as of 6/20/97 (Form 8-K filed July 1, 1997)4.6.3*
    
    
    
    
    
    
    
    
    
    Form of Subordinated Debt Securities4.7
    
    333-27849
    
    
    (4)(o)
    
    
    
    Form of Purchase Contract Agreement between CMS Energy and Purchase
Contract Agent (including as Exhibit A the form of the Security
Certificate) (Form S-3/A filed June 13, 1997)4.8*
    
    
    
    
    
    
    
    
    
    Form of Supplemental Indenture to be used with the Senior Debt
Securities issued in connection with the Trust Preferred Securities4.9
    
    333-51932
    
    
    (4)(f)
    
    
    
    Certificate of Trust of CMS Energy Trust IV (Form S-3 filed December
15, 2000)
 II-12




---



##### 



Previously FiledWith File
    
    As ExhibitExhibits
    
    Number
    
    Number
    
    
    
    Description4.10
    
    333-51932
    
    
    (4)(g)
    
    
    
    Form of Amended and Restated Trust Agreement of CMS Energy Trust IV
(Form S-3 filed December 15, 2000)4.11
    
    333-51932
    
    
    (4)(h)
    
    
    
    Certificate of Trust of CMS Energy Trust V (Form S-3 filed December 15,
2000)4.12
    
    333-51932
    
    
    (4)(i)
    
    
    
    Form of Amended and Restated Trust Agreement of CMS Energy Trust V
(Form S-3 filed December 15, 2000)4.13
    
    333-51932
    
    
    (4)(k)
    
    
    
    Form of Trust Preferred Security (included in Exhibit 4.10)4.14
    
    333-51932
    
    
    (4)(l)
    
    
    
    Form of Trust Preferred Securities Guarantee Agreement of CMS Energy
Trust IV (Form S-3 filed December 15, 2000)4.15
    
    333-51932
    
    
    (4)(m)
    
    
    
    Form of Trust Preferred Securities Guarantee Agreement of CMS Energy
Trust V (Form S-3 filed December 15, 2000)4.16.1
    
    2-65973
    
    
    (b)(1)-4
    
    
    
    Indenture dated as of September 1, 1945 between Consumers and The Bank
of New York Mellon, as Trustee, including therein indentures
supplemental thereto through the Forty-third Supplemental Indenture
dated as of May 1, 1979 (Form S-16 filed November 13, 1979)Indentures Supplemental thereto:4.16.2
    
    1-5611
    
    
    (4)(a)
    
    
    
    71st dated as of 3/06/98 (1997 Form 10-K)4.16.3
    
    1-5611
    
    
    (4)(d)
    
    
    
    90th dated as of 4/30/03 (1st qtr. 2003 Form 10-Q)4.16.4
    
    1-5611
    
    
    (4)(b)
    
    
    
    92nd dated as of 8/26/03 (3rd qtr. 2003 Form 10-Q)4.16.5
    
    1-5611
    
    
    (4)(a)
    
    
    
    96th dated as of 8/17/04 (Form 8-K filed August 20, 2004)4.16.6
    
    1-5611
    
    
    4.4
    
    
    
    98th dated as of 12/13/04 (Form 8-K filed December 13, 2004)4.16.7
    
    1-5611
    
    
    (4)(a)(i)
    
    
    
    99th dated as of 1/20/05 (2004 Form 10-K)4.16.8
    
    1-5611
    
    
    4.2
    
    
    
    100th dated as of 3/24/05 (Form 8-K filed March 30, 2005)4.16.9
    
    1-5611
    
    
    4.2
    
    
    
    104th dated as of 8/11/05 (Form 8-K filed August 11, 2005)4.16.10
    
    1-5611
    
    
    4(a)
    
    
    
    106th dated as of 11/30/07 (2007 Form 10-K)4.16.11
    
    1-5611
    
    
    4.1
    
    
    
    108th dated as of 3/14/08 (Form 8-K filed March 14, 2008)4.16.12
    
    1-5611
    
    
    4.1
    
    
    
    109th dated as of 9/11/08 (Form 8-K filed September 16, 2008)4.16.13
    
    1-5611
    
    
    4.1
    
    
    
    110th dated as of 9/12/08 (Form 8-K filed September 12, 2008)4.16.14
    
    1-5611
    
    
    4.1
    
    
    
    111th dated as of 3/6/09 (Form 8-K filed March 6, 2009)4.16.15
    
    1-5611
    
    
    4.1
    
    
    
    112th dated as of 9/1/10 (Form 8-K filed September 7, 2010)4.16.16
    
    1-5611
    
    
    4.1
    
    
    
    113th dated as of 10/15/10 (Form 8-K filed October 20, 2010)4.16.17
    
    1-5611
    
    
    4.1
    
    
    
    114th dated as of 3/31/11 (Form 8-K filed April 6, 2011)4.16.18
    
    
    
    
    
    
    
    
    
    115th dated as of 5/4/114.16.19
    
    2-65973
    
    
    (b)(1)-4
    
    
    
    Form of First Mortgage Bond (included in Exhibit 4.16.1)4.17.1
    
    1-5611
    
    
    (4)(c)
    
    
    
    Indenture dated as of February 1, 1998 between Consumers and The Bank
of New York Mellon, as Trustee (1997 Form 10-K)4.17.2
    
    1-5611
    
    
    (4)(c)
    
    
    
    Form of Senior Debt Securities (included in Exhibit 4.17.1)4.18
    
    333-89363
    
    
    (4)(f)
    
    
    
    Instruments defining the rights of security holders, including
indentures. Consumers Energy Company hereby agrees to furnish to the
SEC upon request a copy of any instrument covering securities the
amount of which does not exceed 10% of the total assets of Consumers
Energy Company and its subsidiaries on a consolidated basis. (Form S-3
filed October 20, 1999)5.1
    
    
    
    
    
    
    
    
    
    Opinion of Shelley J Ruckman, Assistant General Counsel for CMS Energy,
regarding the legality of the CMS Energy Offered Securities and the
Consumers Offered Securities
 II-13




---



##### 



Previously FiledWith File
    
    As ExhibitExhibits
    
    Number
    
    Number
    
    
    
    Description5.2
    
    
    
    
    
    
    
    
    
    Opinion of Sidley Austin LLP regarding the legality of the Trust
Preferred Securities12.1
    
    1-9513
    
    
    12.1
    
    
    
    Statement of CMS Energy regarding computation of ratio of earnings to
fixed charges and ratio of earnings to combined fixed charges and
preferred stock dividends (1st qtr. 2011 Form 10-Q)12.2
    
    1-5611
    
    
    12.2
    
    
    
    Statement of Consumers regarding computation of ratio of earnings to
fixed charges and ratio of earnings to combined fixed charges and
preferred stock dividends (1st qtr. 2011 Form 10-Q)23.1
    
    
    
    
    
    
    
    
    
    Consent of Shelley J. Ruckman, Assistant General Counsel for CMS Energy
(included in Exhibit 5.1)23.2
    
    
    
    
    
    
    
    
    
    Consent of Sidley Austin LLP (included in Exhibit 5.2)23.3
    
    
    
    
    
    
    
    
    
    Consent of PricewaterhouseCoopers LLP  CMS Energy23.4
    
    
    
    
    
    
    
    
    
    Consent of PricewaterhouseCoopers LLP  Consumers24.1
    
    
    
    
    
    
    
    
    
    Power of Attorney  CMS Energy24.2
    
    
    
    
    
    
    
    
    
    Power of Attorney  Consumers25.1
    
    
    
    
    
    
    
    
    
    Statement of Eligibility of The Bank of New York Mellon (Trustee under
CMS Energys Senior Debt Indenture with respect to the Senior Debt
Securities)25.2
    
    
    
    
    
    
    
    
    
    Statement of Eligibility of The Bank of New York Mellon (Trustee under
CMS Energys Senior Debt Indenture with respect to the Senior
Convertible Debt Securities)25.3
    
    
    
    
    
    
    
    
    
    Statement of Eligibility of The Bank of New York Mellon (Trustee under
CMS Energys Subordinated Debt Indenture)25.4
    
    
    
    
    
    
    
    
    
    Statement of Eligibility of Property Trustee of CMS Energy Trust IV25.5
    
    
    
    
    
    
    
    
    
    Statement of Eligibility of Guarantee Trustee of CMS Energy Trust IV25.6
    
    
    
    
    
    
    
    
    
    Statement of Eligibility of Property Trustee of CMS Energy Trust V25.7
    
    
    
    
    
    
    
    
    
    Statement of Eligibility of Guarantee Trustee of CMS Energy Trust V25.8
    
    
    
    
    
    
    
    
    
    Statement of Eligibility of The Bank of New York Mellon (Trustee under
Consumers Senior Note Indenture)25.9
    
    
    
    
    
    
    
    
    
    Statement of Eligibility of The Bank of New York Mellon (Trustee under
Consumers Mortgage Indenture)
 
 *
    
    To be filed by amendment or as an exhibit to a document to be incorporated by reference
herein in connection with an offering of the Offered Securities. II-14