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<SEC-DOCUMENT>/in/edgar/work/20001101/0000950124-00-006377/0000950124-00-006377.txt : 20001106
<SEC-HEADER>0000950124-00-006377.hdr.sgml : 20001106
ACCESSION NUMBER:		0000950124-00-006377
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20001025
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20001101

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CMS ENERGY CORP
		CENTRAL INDEX KEY:			0000811156
		STANDARD INDUSTRIAL CLASSIFICATION:	 [4931
]		IRS NUMBER:				382726431
		STATE OF INCORPORATION:			MI
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		8-K
			SEC ACT:		
			SEC FILE NUMBER:	001-09513
			FILM NUMBER:		751291
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		FAIRLANE PLZ S STE 1100
				STREET 2:		330 TOWN CENTER DR
				CITY:			DEARBORN
				STATE:			MI
				ZIP:			48126
				BUSINESS PHONE:		3134369261
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		FAIRLANE PLAZA SOUTH, SUITE 1100
					STREET 2:		330 TOWN CENTER DRIVE
					CITY:			DEARBORN
					STATE:			MI
					ZIP:			48126
</MAIL-ADDRESS>
</FILER>

					FILER:

						COMPANY DATA:	
							COMPANY CONFORMED NAME:			CONSUMERS ENERGY CO
							CENTRAL INDEX KEY:			0000201533
							STANDARD INDUSTRIAL CLASSIFICATION:	 [4931
]							IRS NUMBER:				380442310
							STATE OF INCORPORATION:			MI
							FISCAL YEAR END:			1231
</COMPANY-DATA>

							FILING VALUES:
								FORM TYPE:		8-K
								SEC ACT:		
								SEC FILE NUMBER:	001-05611
								FILM NUMBER:		751292
</FILING-VALUES>

								BUSINESS ADDRESS:	
									STREET 1:		212 W MICHIGAN AVE
									CITY:			JACKSON
									STATE:			MI
									ZIP:			49201
									BUSINESS PHONE:		5177881030
</BUSINESS-ADDRESS>

									MAIL ADDRESS:	
										STREET 1:		212 W MICHIGAN AVE
										STREET 2:		M 946
										CITY:			JACKSON
										STATE:			MI
										ZIP:			49201
</MAIL-ADDRESS>

										FORMER COMPANY:	
											FORMER CONFORMED NAME:	CONSUMERS POWER CO
											DATE OF NAME CHANGE:	19920703
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>k58189e8-k.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>

<PAGE>   1


================================================================================


                                    FORM 8-K

                                 CURRENT REPORT


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) OCTOBER 25, 2000



COMMISSION            REGISTRANT; STATE OF INCORPORATION;        IRS EMPLOYER
FILE NUMBER             ADDRESS; AND TELEPHONE NUMBER         IDENTIFICATION NO
- -----------           -----------------------------------     ------------------


1-9513                       CMS ENERGY CORPORATION               38-2726431
                            (A MICHIGAN CORPORATION)
                        FAIRLANE PLAZA SOUTH, SUITE 1100
                              330 TOWN CENTER DRIVE
                            DEARBORN, MICHIGAN 48126
                                 (313) 436-9261

1-5611                       CONSUMERS ENERGY COMPANY             38-0442310
                            (A MICHIGAN CORPORATION)
                            212 WEST MICHIGAN AVENUE
                                JACKSON, MICHIGAN
                                 (517) 788-1030


================================================================================


<PAGE>   2

ITEM 5.  OTHER EVENTS.


        On October 25, 2000, CMS Energy Corporation issued a press release
announcing that the Michigan Public Service Commission (MPSC) issued orders
relating to Consumers Energy Company, CMS Energy's utility subsidiary,
authorizing securitization, expanding the gas customer choice program, and
authorizing certain accounting changes.

        Securitization Order - Under the provisions of the securitization law
passed as a part of the "Customer Choice and Electricity Reliability Act",
Consumers filed an application seeking a financing order from the MPSC, and a
supplement to the application, in July 2000, to begin the securitization
process. The MPSC issued a financing order on October 24, 2000 authorizing
securitization of approximately $470 million in qualified costs (primarily
electric utility stranded costs) plus the expenses of the securitization.
Approximately $50 million of the annual costs saving effects of securitization
will offset, prospectively, the earnings impact of the 5% residential rate
reduction required by the Customer Choice and Electricity Reliability Act. This
portion of the cost savings will commence when Consumers' submits a written
acceptance of the securitization order. The order requires Consumers to apply
the remaining cost savings to the reduction of certain charges for
nonresidential and retail open access customers. The MPSC allowed prospective
recovery only of the 5% residential rate reduction's effect. Consumers estimates
that the disallowed portion of revenue recovery relating to the year 2000 5%
residential rate reduction may reduce CMS Energy's earnings by approximately
$.13 per share in 2000. Consumers will recover the expenses relating to the
issuance of the bonds through a securitization charge and a tax charge. These
charges are subject to an annual true-up until one year prior to the last
expected maturity date of the securitization bonds, and no more than quarterly
thereafter. The MPSC's order will not increase current electric rates for any of
Consumers' tariff customers.

        Consumers anticipates that it will accept the MPSC's securitization
order and issue securitization bonds at the earliest by the end of the year
2000. As with other significant MPSC orders, the financing order is subject to
appeal by any party. During the appeal, the suspension of amortization of the
approved regulatory asset would cease, effective January 1, 2001, and would be
reestablished based on a schedule that is the same as the recovery of the
principal amounts of the securitized qualified costs. Ultimately, sale of
securitization bonds will be required for the full rate reduction offset to
continue over the term of the bonds.

        Gas Accounting Order - In December 1997, the MPSC approved Consumers'
application to implement a gas customer choice pilot program. The program was
designed to encourage Consumers to minimize its purchased natural gas commodity
costs while providing rate stability for its customers. This pilot program
became effective on April 1, 1998. The pilot program ends on March 31, 2001.
This three-year pilot program, among other things, freezes gas distribution
rates at a delivered gas commodity price of $2.84 per Mcf through March 31,
2001. Recent significant increases in gas prices exposed Consumers to gas
commodity losses during the last year of the program. Consumers recorded a
regulatory liability of $45 million in the second quarter 2000 to reflect
estimated losses due to such increases in natural gas commodity prices. On
October 24, 2000, the MPSC approved Consumers' application to reclassify
recoverable, low-cost, base gas in Consumers' gas storage reservoirs. The MPSC
allowed Consumers to begin immediately to include the cost of its recoverable
base gas with higher cost purchased gas. The gas accounting order is expected to
eliminate the need for Consumers to recognize any further losses related to gas
commodity cost under-recoveries.

         Gas Customer Choice Order - On October 13, 2000 and October 24, 2000,
the MPSC issued orders that adopted terms and conditions for providing permanent
gas customer choice programs for residential and commercial customers in
Michigan. The orders allow the expansion and extension of



<PAGE>   3
Consumers' voluntary gas customer choice pilot program scheduled to end on March
31, 2001. After that time, Consumers will no longer be subject to a frozen gas
commodity cost. Consumers will then return to a gas cost recovery mechanism such
that it will recover all prudently incurred natural gas commodity costs from its
customers. Under the permanent gas customer choice program, up to 600,000 of
Consumers' natural gas customers will be eligible to participate in the program
beginning April 1, 2001. By April 1, 2002, 900,000 gas customers will be
eligible to participate. All of Consumers' gas customers will be eligible to
select an alternate natural gas supplier beginning April 1, 2003. Consumers will
continue to transport and distribute gas to all customers.

        On October 25, 2000, CMS Energy announced third quarter earnings of 51
cents per share, compared to 78 cents per share earned in the third quarter of
1999. Consolidated net income was $55 million compared to $83 million in the
third quarter of 1999. As a result of the securitization order discussed above,
the MPSC allowed prospective recovery only of the 5% residential rate reduction
on a prospective basis. Consumers estimates that the disallowed portion of
revenue recovery relating to the year 2000 5% residential rate reduction may
reduce CMS Energy's earnings by approximately $.13 per share in 2000. Therefore,
CMS Energy currently estimates year 2000 earnings at $2.37, confirms its year
2001 earnings estimate at $2.75 and confirms its estimated 10% growth rate
thereafter. In connection with its previously announced financial plan to
strengthen its balance sheet, CMS Energy issued 11 million shares of common
stock and intends to execute an initial public offering (IPO) of up to 49% of
its ownership in its oil and gas exploration and production subsidiary in the
first quarter of 2001 to raise approximately $800 million of cash and generate
about $450 million of equity. CMS Energy believes such actions will result in an
interest coverage ratio (calculated by dividing earnings before interest and
taxes, depreciation and amortization (EBITDA) by interest) of approximately 3.3x
in 2001. CMS Energy also believes that such actions will result in a net debt to
total capitalization percentage of approximately 63% in 2001.

        While there is no assurance that this forecasted level of earnings and
growth will be achieved, this guidance and growth assumes, among other things,
the execution of the announced oil and gas exploration and production subsidiary
IPO discussed above, normal weather conditions, the absence of further earnings
losses due to the 5% residential rate reduction discussed above and the gas
distribution commodity losses discussed above, divestiture of non-performing
assets, new power plants becoming operational, new oil and gas production with
improved pricing, growth in liquefied natural gas cargoes and margins, return to
a gas cost recovery mechanism as discussed above and increased demand for
pipeline transportation. This guidance and growth also assumes, among other
things, higher purchased power costs caused by the lapse of the sale of power by
Consumers from the Midland Cogeneration Venture Partnership power purchase
agreement to PECO Energy Company, higher gas fuel costs for the independent
power production business, lower income due to the absence of earnings from the
assets sold under the asset sale program, lower total fixed charges, also due to
asset sales and equity financing, and a 10 million share increase in the average
number of shares outstanding.

        In February 2000, CMS Energy announced its intention to sell its 50%
interest in Loy Yang A, a 2000 megawatt power plant and associated coal mine in
Victoria, Australia. The amount CMS Energy ultimately realizes from the sale of
Loy Yang A could differ materially from the approximately $500 million
investment amount currently reflected as an asset on the balance sheet. CMS
Energy, however, continues to evaluate various financial and accounting
alternatives for Loy Yang A by year-end, including continuing the sale process.

        This document and the attached press releases contain "forward-looking
statements" that are subject to risks and uncertainties. The words
"anticipates", "believes", "estimates", "expects", "intends", and "plans", and
variations of such words and similar expressions, are intended to identify
forward looking statements.



<PAGE>   4

They should be read in conjunction with "Forward-Looking Statements Cautionary
Factors" in CMS Energy's and Consumers' Form 10-K, Item 1 (incorporated by
reference herein) that discusses important factors that could cause CMS Energy's
and Consumers' results to differ materially from those anticipated in such
statements. CMS Energy's presentation used in an October 26, 2000 conference
call to discuss third quarter results is available on the Internet at
www.cmsenergy.com.


ITEM 7.  EXHIBITS.

        (c) Exhibits:

          99(a)-CMS Energy Slide Presentation at the 35th EEI Financial
                Conference, October 30-31, 2000

          99(b)-CMS Energy Major Earnings Variance Analysis.




<PAGE>   5


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.

                                          CMS ENERGY CORPORATION



Dated:     November 1, 2000               By:    /s/ Alan M. Wright
                                                 ------------------------------
                                                 Alan M. Wright
                                                 Senior Vice President and
                                                   Chief Financial Officer


                                          CONSUMERS ENERGY COMPANY



Dated:     November 1, 2000               By:    /s/ Alan M. Wright
                                                 ------------------------------
                                                 Alan M. Wright
                                                 Senior Vice President and
                                                   Chief Financial Officer







<PAGE>   6




                                INDEX TO EXHIBITS


     EXHIBIT NO.              DESCRIPTION

     (c) Exhibits:


          99(a)- CMS Energy Slide Presentation at the 35th EEI Financial
                 Conference, October 31, 2000.

          99(b)- CMS Energy Major Variance Analysis.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A
<SEQUENCE>2
<FILENAME>k58189ex99-a.txt
<DESCRIPTION>CMS ENERGY SLIDE PRESENTATION
<TEXT>

<PAGE>   1
                                                                 EXHIBIT 99(a)

                               [CMS ENERGY LOGO]

                         35TH EEI FINANCIAL CONFERENCE
                                OCTOBER 31, 2000

<PAGE>   2

                                                               [CMS ENERGY LOGO]

INVESTMENT CONSIDERATIONS

- -    LEADING REGIONAL DIVERSIFIED ENERGY COMPANY

- -    SUBSTANTIAL BASE OF STRATEGICALLY LOCATED U.S. ASSETS IN CENTRAL STATES
     CORRIDOR

- -    ELECTRIC RESTRUCTURING COMPLETED WITH FULL RECOVERY OF STRANDED COSTS,
     SECURITIZATION AND NO DIVESTITURE

- -    INTERNATIONAL PROGRAM FOCUSED ON SELECT HIGH GROWTH MARKETS

- -    CONTINUING STEPS TO IMPROVE CREDIT PROFILE AND MAXIMIZE SHAREHOLDER VALUE

     --   Ongoing asset portfolio management program

     --   Improving balance sheet through sales of common stock

- -    EPS GROWTH TARGET OF 10% PER YEAR


                                                                               1

<PAGE>   3

                                                               [CMS ENERGY LOGO]

COMPANY OVERVIEW*

         -  TOTAL ASSETS $14.0 BILLION       -  TOTAL PTOI $1.0 BILLION

       Utility              Pipeline/Midstream        Diversified Energy

 - ASSETS $6.5 B            - ASSETS $3.6 B            - ASSETS $3.9 B
 - PTOI $500 MM             - PTOI $210 MM             - PTOI $290 MM


    CONSUMERS ELECTRIC       GAS TRANSMISSION            INDEPENDENT
                                                       POWER PRODUCTION

    CONSUMERS GAS               PANHANDLE                  OIL & GAS
                                                     EXPLORATION & PRODUCTION

                              FIELD SERVICES
                                                    ENERGY MARKETING, SERVICES
                                                            & TRADING

                                                          INTERNATIONAL
    *ESTIMATED FOR YEAR END 2000                      ENERGY DISTRIBUTION



                                                                               2
<PAGE>   4

                                                               [CMS ENERGY LOGO]

KEY STRENGTHS

   3.2 MILLION U.S. ELECTRIC AND GAS UTILITY CUSTOMERS

 + (10,800 MW NET GENERATION; 1,600 MW PROJECT PIPELINE)
  + (10,000 MILES INTERSTATE GAS PIPELINE; 220 BCF STORAGE)
   + (LARGEST OPERATING U.S. LNG FACILITY)
    + (E&P -1,490 BCFE RESERVES; 73 BCFE PRODUCTION)
     + (TRADING AND MARKETING)
      + (STRONG FOCUSED INTERNATIONAL PRESENCE)
       + (SIGNIFICANT EMPLOYEE STOCK OWNERSHIP)



                                                                               3
<PAGE>   5

                                                               [CMS ENERGY LOGO]


STRATEGY FOR THE FUTURE

- -    PRIMARY FOCUS IS BUILDING REGIONAL INTEGRATED ENERGY BUSINESSES IN THE U.S.
     AND SELECT WORLD GROWTH MARKETS WHERE CMS HAS BEEN SUCCESSFUL AND CURRENTLY
     HAS A SIGNIFICANT COMPETITIVE POSITION
     --   More geographic focus
     --   Limited merchant power risk
     --   More disciplined investment process
     --   Divestment of assets outside focus areas
- -    STRONG EMPHASIS ON IMPROVING ROAS
     --   Efficiency improvements
     --   Higher asset utilization from marketing business
- -    EXECUTION OF:
     --   Asset portfolio management program
     --   Credit enhancement activities

                                                                               4
<PAGE>   6

                                                               [CMS ENERGY LOGO]


U.S. ENERGY STATUS

- -    STRONG ENERGY COMMODITY PRICING

- -    THIN ELECTRIC RESERVE MARGINS AND GAS SUPPLY

- -    LIMITED INTERSTATE ELECTRIC TRANSMISSION CAPABILITY

- -    INCREASING DEMAND FOR FIRM PIPELINE TRANSPORTATION CONTRACTS



                                                                               5
<PAGE>   7

                                                               [CMS ENERGY LOGO]

 U.S. ENERGY ASSETS


                                     [MAP]


CMS IS PURSUING A GAS DRIVEN INTEGRATED VALUE CHAIN STRATEGY FOCUSED ON
EXTRACTING MAXIMUM VALUE FROM ITS EXISTING AND EXPANDED ASSET BASE

                                                                               6


<PAGE>   8
                                                               [CMS ENERGY LOGO]


U.S. GROWTH STRATEGIES

- -    EFFECTIVELY IMPLEMENT MICHIGAN ELECTRIC UTILITY RESTRUCTURING LEGISLATION
     AND GAS UTILITY CUSTOMER CHOICE PROGRAM
- -    LEVERAGE GAS PIPELINE BUSINESS FOR GROWTH OPPORTUNITIES ACROSS CMS
     BUSINESSES
- -    AGGRESSIVELY DEVELOP WEST TEXAS AND POWDER RIVER GAS RESERVES IN HIGHER GAS
     PRICE ENVIRONMENT
- -    EXPAND RANGE OF CUSTOMER-RELATED SERVICES
     --   Leverage 3.2 million customer base into new business opportunities
- -    GROW MARKETING, SERVICES AND TRADING ACTIVITIES TO OPTIMIZE AND LEVERAGE
     U.S. GAS AND ELECTRIC ASSETS



                                                                               7

<PAGE>   9

                                                               [CMS ENERGY LOGO]


EFFECTIVELY IMPLEMENT MICHIGAN
ELECTRIC RESTRUCTURING LEGISLATION

- -    MANAGE COSTS AND RISKS DURING RATE FREEZE/CAP PERIOD

     --   5% residential rate reduction implemented June 2000

     --   Rate freeze through 2003; residential rate cap through 2005

- -    COLLECT FULL RECOVERY OF STRANDED COSTS

- -    SECURITIZE $469 MILLION OF QUALIFIED COSTS

     --   MPSC Order received October 24, 2000

     --   Provides offset to residential rate reduction on a prospective basis

- -    IMPLEMENT CUSTOMER CHOICE SMOOTHLY

     --   Full customer choice in 2002

                                                                               8


<PAGE>   10

                                                               [CMS ENERGY LOGO]


EXPANDED GAS CUSTOMER CHOICE PROGRAM

- -   MPSC ORDERS ISSUED OCTOBER 13 AND 24
     --   Phase-in of customer choice
          ---  600,000 customers eligible beginning April 1, 2001
          ---  900,000 customers eligible by April 1, 2002
          ---  All customers eligible beginning April 1, 2003
     --   Gas cost recovery returns to regulated pass-through of commodity costs
     --   Forum to review further service unbundling
- -    APPROVAL GRANTED FOR REQUESTED BASE GAS ACCOUNTING RECLASSIFICATION
     --   Mitigates effect of higher gas commodity prices
     --   Eliminates need to recognize any further losses related to gas
          commodity cost under-recoveries

                                                                               9
<PAGE>   11
                                                               [CMS ENERGY LOGO]

LEVERAGE GAS PIPELINE -
NEW GENERATION MARKETS

- --  4,260 MW (630 MMcf/d or 11%) of
    power plant load already committed to
    Panhandle and Trunkline as of June 2000

                                                                [MAP]
- --  Continue to expand CMS IPP business in
    selected markets in the Central Corridor

                                                                              10
<PAGE>   12
                                                               [CMS ENERGY LOGO]

LEVERAGE GAS PIPELINE -
MIDWEST MARKET EXPANSION

Guardian Pipeline                [MAP]

- --  Wisconsin Gas has signed a
    10-year, 650MMcf/d contract           Centennial Pipeline

- --  Continue to market capacity           -- Convert 720-miles of
                                             Trunkline to a refined
- --  Favorable FERC preliminary               petroleum products
    decision-certificate                     pipeline extending from
    expected by January 2001                 the U.S. Gulf Coast to
                                             Illinois
- --  In-Service-November 2002
                                          -- Build 70-mile connection
                                             from Beaumont, Texas to Longville,
                                             Louisiana

                                          -- Develop two million barrel
                                             storage terminal in Illinois

                                          -- FERC proceedings on course for
                                             January 2002 operation


                                                                              11
<PAGE>   13
                                                               [CMS ENERGY LOGO]

LEVERAGE GAS PIPELINE -
ACCESSING NEW LNG SOURCES

- --   At forecasted U.S. gas prices, LNG imports will
     increase into U.S.

- --   Planned Atlantic Basin liquefaction projects            [GRAPH]
     provide adequate LNG supply

- --   Lake Charles provides valuable gateway for long-
     term LNG imports


                                                                              12

<PAGE>   14
                                                               [CMS ENERGY LOGO]

LEVERAGE GAS PIPELINE -
ACCESSING NEW SUPPLY SOURCES

- --   Strategic offshore pipeline
     systems in the Gulf of Mexico

- --   900 Miles of gas and condensate                 [MAP]
     pipelines

- --   Combined capacity 2.5 Bcf/d

- --   Access to new supply sources

                                                                              13

<PAGE>   15

                                                               [CMS ENERGY LOGO]

AGGRESSIVELY DEVELOP U.S. GAS RESERVES


                                         Wyoming -Powder River
- -- MAXIMIZE CMS                          Basin (51% W.I.)
   RESOURCES VIA
   EXPLORATION AND                       --  Drilled 137 wells in 1999;
   PRODUCTION,           [MAP]               530 wells in 2000
   INFRASTRUCTURE
   DEVELOPMENT                           --  Potential net reserves of
   AND MARKETING                             67 Bcf
   OPPORTUNITIES
                                         --  Increase annual net gas
                                             production from less than
                                             1 Bcf in 1999 to 1.6 Bcf in 2000

                                         --  Increase throughput on Fort
                                             Union and Bighorn gas
                                             gathering pipelines

WEST TEXAS-DEVONIAN AND SPRABERRY (90%-100% W.I.)

- --  Secured additional 37,000 undeveloped leasehold acres

- --  Potential net reserves of 600 Bcf

- --  Drilled 15 wells in 1999; 37 wells in 2000

- --  Increase annual net production from less than 1 Bcf of gas and 47
    MBbl of oil in 1999 to 4 Bcf and 340 MBbl in 2000

                                                                              14


<PAGE>   16

                                                               [CMS ENERGY LOGO]

INTERNATIONAL GROWTH - EXPLOIT SOUTH
AMERICAN OIL RESERVES


COLOMBIA-ABANICO FIELD                            [MAP]
(100% W.I.)

- -- First two wells tested at a
   combined rate of 581 Bopd,
   currently completing third well

- -- Gross reserve estimates range from
   10 to 50 MMBbl
                                          VENEZUELA-LAPALMA FIELD
- -- Waiting on governmental permits to     (43.75% W. I.)
   begin production
                                          -- First two wells producing at a
                                             combined rate of 3,887 Bopd

                                          -- Gross reserve estimates range from
                                             40 to 150 MMBbl

                                          -- Presently shooting 3-D seismic to
                                             define development drilling program





                                                                              15

<PAGE>   17
                                                               [CMS ENERGY LOGO]
INTERNATIONAL GROWTH - MIDDLE EAST STRATEGY


- --  Build off Jorf Lasfar
    and Al Taweelah success
    by focusing on power generation                [MAP]
    and desalination as market entry
    platform in Gulf region
    privatizations


                                -  826 Net MW in operation
                                -  163 Net MW under construction
                                -  50 MIGD water desalination under development

                                                                              16

<PAGE>   18
                                                               [CMS ENERGY LOGO]

INTERNATIONAL GROWTH - INDIA STRATEGY

- --  Develop gas
    infrastructure in
    Southeast India to
    support generation
    asset growth
                                               [MAP]
- - 157 Net MW in operation
- - 125 Net MW under construction
- - 490 Net MW and 2.5 million
  tonne/year LNG under development


                                                                              17

<PAGE>   19
                                                               [CMS ENERGY LOGO]

STRONG BUSINESS AND FINANCIAL PROFILE


- --  CMS ENERGY IS COMPOSED OF SOLID, GROWING AND PROFITABLE BUSINESSES

    - OPERATIONAL GROWTH ACROSS THE VALUE CHAIN

    - REVENUE GROWTH

    - STRONG CASH FLOW

    - IMPROVING CREDIT PROFILE

    - SIGNIFICANT POST 2000 EARNINGS GROWTH POTENTIAL

                                                                              18

<PAGE>   20
                                                               [CMS ENERGY LOGO]

CONTINUE ASSET PORTFOLIO MANAGEMENT PROGRAM

<TABLE>
<CAPTION>

                                                       Cash              Add'l Debt
                                                     Proceeds           Reduction(*)          Total
                                                   -----------         --------------       ----------
<S>                                                <C>                 <C>                  <C>
Completed/Announced Sales

Bighorn Gathering System                               $ 65
CFLCL Brazil Distribution                               143
Northern Michigan Oil & Gas                             164
New Jersey Power Plant, Securities Sold and Other       203                   182
Ecuador Oil & Gas                                        96
- -------------------------------------------------------------------------------------------------------
Total Completed/Announced                              $671                  $182             $853
- -------------------------------------------------------------------------------------------------------

Likely New Sales

Additional Assets in
Australia, Jamaica, Philippines
and Other Areas
- -------------------------------------------------------------------------------------------------------
Total Additional/New Sales                             $347                  $200             $547
- -------------------------------------------------------------------------------------------------------
Total Asset Sales                                    $1,018                  $382           $1,400
- -------------------------------------------------------------------------------------------------------
Identified Alternative Assets                          $500
- -------------------------------------------------------------------------------------------------------
</TABLE>


* Project debt consolidated on CMS balance sheet

                                                                              19

<PAGE>   21
                                                               [CMS ENERGY LOGO]

IMPROVING CREDIT PROFILE -
COMMON STOCK ISSUANCE

- --   CMS ENERGY COMMON STOCK OFFERING ON OCTOBER 17 OF 11 MILLION SHARES
     (APPROXIMATELY $305 MILLION)
     -    Proceeds used to reduce debt

- --   IPO OF CMS OIL & Gas will raise approximately $500 million
     -    Favorable environment to monetize ownership
     -    Sale of up to 50%
     -    Proceeds will be used to reduce debt
     -    Expect to complete in Q1 2001

- --   EQUITY OFFERINGS SIGNIFICANTLY IMPROVE CMS ENERGY CREDIT PROFILE
     -    EBITDA/Interest coverage of approximately 3.3x in 2001
     -    Net Debt/Total Capitalization of approximately 63% in 2001

- --   LIMITED EXECUTION RISK
     -    No MPSC or FERC approval necessary

                                                                              20

<PAGE>   22
                                                               [CMS ENERGY LOGO]



Major Drivers For Earnings Growth

  --   Divestiture of non-performing assets

  --   Five major new power plants in next 24 months

  --   New oil and gas production in Texas, Wyoming, S. America, W. Africa with
       improved pricing

  --   Growth in LNG cargoes and margins

  --   New gathering, storage and pipeline volumes and margins

  --   Expanded marketing activity to optimize value of U.S. asset base

                                                                              21


<PAGE>   23

                                                               [CMS ENERGY LOGO]
<TABLE>
<CAPTION>

              2000E                                        2005E
              -----                                        -----
<S>                                   <C>       <C>                                     <C>
UTILITY                               49%       UTILITY                                 39%
DIVERSIFIED ENERGY - DOMESTIC         19%       DIVERSIFIED ENERGY - DOMESTIC           20%
PIPELINE/MIDSTREAM                    21%       PIPELINE/MIDSTREAM                      24%
DIVERSIFIED ENERGY - INTERNATIONAL    11%       DIVERSIFIED ENERGY - INTERNATIONAL      17%
</TABLE>

                                                                              22
<PAGE>   24

                                                               [CMS ENERGY LOGO]

INVESTMENT CONSIDERATIONS

  --   Leading regional diversified energy company

  --   Substantial base of strategically located U.S. assets in Central states
       corridor

  --   Electric restructuring completed with full recovery of stranded costs,
       securitization and no divestiture

  --   International program focused on select high growth markets

  --   Continuing steps to improve credit profile and maximize shareholder
       value

       - Ongoing asset portfolio management program

       - Improving balance sheet through sales of common stock

  --   EPS growth target of 10% per year


                                                                              23
<PAGE>   25

This document contains "forward-looking statements" within the meaning of the
safe-harbor provisions of the federal securities laws. These forward-looking
statements are subject to various factors which could cause our actual results
to differ materially from those anticipated in such statements. Please refer to
the various assumptions, risks and uncertainties discussed in our SEC filings.
The Company undertakes no obligation to update or revise any forward-looking
statements.


<PAGE>   26




                                                               [CMS ENERGY LOGO]



   MAJOR NEW INVESTMENTS/DEVELOPMENT PROJECTS

<TABLE>
<CAPTION>
                                                        Est. Total        CMS         Acquisition/
- ------------------------------------------------------- Project Cost    Ownership      In-Service
             Project                 Country               $MM             %            Date
             -------                 -------            ------------    ---------     ------------
<S>                                 <C>                     <C>           <C>           <C>
Sea Robin Pipeline                  United States            72            100%          1Q00
   1 Bef/d
Takoradi T2 (Stage 1)               Ghana                    58             90%          1Q00
   112 MW gas
Jorf Lasfar II                      Morocco                 375             50%          2Q00
   348 MW coal
TGM Pipeline                        Brazil                  150             20%          2Q00
   425 MMcf/d
Big Horn Pipeline Extension         United States            19             51%          2Q00
   33 miles: 225 MMcf/d
Al Taweelah A2                      UAE                     414             40%          3Q00
   370 MW gas
Takoradi T2 (Stage 2a)              Ghana                    58             90%          3Q00
   112 MW gas
Jorf Lasfar II                      Morocco                 375             50%          4Q00
   348 MW coal
Big Horn Pipeline Extension         United States            NA             51%          4Q00
   55 miles; 225 Mcf/d
</TABLE>


                                                                              25
<PAGE>   27


                                                               [CMS ENERGY LOGO]

   MAJOR NEW INVESTMENTS/DEVELOPMENT PROJECTS (cont'd)


<TABLE>
<CAPTION>
                                                         Est. Total       CMS          Acquisition/
                                                        Project Cost    Ownership      In-Service
      Project                              Country         $MM             %              Date
      -------                           -------------   ------------    ---------      ------------
<S>                                     <C>             <C>             <C>            <C>
Dearborn Industrial Generation III      United States       335         100%            2001
   550 MW gas
AMPCO Methanol                          Equatorial
   2.500 metric tons/day                Guinea              400          54%            2001

Al Taweelah A2                          United Arab
   407 MW gas and                       Emirates            326          40%            2001
   50 MMIG/d water
</TABLE>


                                                                              26
<PAGE>   28

                                                               [CMS ENERGY LOGO]

   MAJOR NEW INVESTMENTS/DEVELOPMENT PROJECTS (cont'd)


<TABLE>
<CAPTION>


                                                    Est. Total        CMS         Acquisition/
- ---------------------------------------------------Project Cost     Ownership      In-Service
          Project                Country               $MM             %              Date
          -------                -------           ------------     ---------     ------------
<S>                             <C>                   <C>               <C>         <C>
Centennial Pipeline             United States           NA              33%         2002
    800 miles;
2 MMBbl storage terminal
Guardian Pipeline               United States           230             33%         2002
    750 MMcf/day
Neyveli
    250 MW coal                 India                   325             50%         2002

TakoradiT2 (Stage 2b)
   112 MW gas                   Ghana                    78             90%         2003
TIDCO
   1,886 MW LNG
   2.5 MM tonnes/year LNG       India                 1,500             26%         2003

                                                        Total:    $4.8 Billion
                                            Net CMS Ownership:    $2.2 Billion

</TABLE>

                                                                              27

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.B
<SEQUENCE>3
<FILENAME>k58189ex99-b.txt
<DESCRIPTION>CMS ENERGY MAJOR VARIANCE ANALYSIS
<TEXT>

<PAGE>   1
                                                                  EXHIBIT 99(b)

                                   CMS ENERGY
                     CONSOLIDATED SUMMARY EARNINGS ANALYSIS
                             IN MILLIONS, EXCEPT EPS
                (UNAUDITED - PRELIMINARY AND FOR DISCUSSION ONLY)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                               VARIANCE
                                                                                                      ------------------------------
          QUARTERS ENDED - SEPTEMBER 30,                                  2000               1999         DOLLARS       PERCENT
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>              <C>            <C>               <C>
          PRETAX OPERATING INCOME (LOSS)
                Consumers Electric                                      $118.5             $168.4           ($49.9)           (30)
                Consumers Gas                                              8.9               (6.2)            15.1            244
                Natural Gas Transmission                                  47.7               46.0              1.7              4
                Independent Power Production                              50.0               52.5             (2.5)            (5)
                Oil & Gas Exploration & Production                        13.0                4.3              8.7            202
                Marketing, Services & Trading                             (2.5)               0.1             (2.6)         (2600)
                International Energy Distribution                          7.3               (1.1)             8.4            764
                Other                                                      4.5                9.7             (5.2)           (54)
                                                                      ---------        -----------    -------------
                    Total                                                247.4              273.7            (26.3)           (10)
          Other Income (Deductions)                                        4.4               (3.3)             7.7            233
          Fixed Charges                                                  175.2              162.8             12.4              8
          Income Taxes                                                    19.9               24.8             (4.9)           (20)
          Minority Interest                                                1.2               (0.1)             1.3           1300
                                                                      ---------        -----------    -------------
          CONSOLIDATED NET INCOME                                        $55.5              $82.9           ($27.4)           (33)
                                                                      =========        ===========    =============
          CLASS G NET INCOME (LOSS)                                       $0.0              ($3.3)            $3.3           (100)
                                                                      =========        ===========    =============
          CMS NET INCOME                                                 $55.5              $86.2           ($30.7)           (36)
                                                                      =========        ===========    =============
          CMS AVERAGE SHARES OUTSTANDING - DILUTED                       114.4              113.8              0.6              1
                                                                      =========        ===========    =============
          CMS EPS - DILUTED                                              $0.51              $0.78           ($0.27)           (35)
                                                                      =========        ===========    =============
</TABLE>


- --------------------------------------------------------------------------------
                        QUARTERS MAJOR VARIANCE ANALYSIS
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                   <C>
   CONSUMERS ELECTRIC*:                                               MARKETING, SERVICES & TRADING:
   - Deliveries down 295 Gwh to 10,650 Gwh and                        - Higher operating expenses and trading losses
     higher power supply costs - ($51.0 MM);                            partially offset by higher gas margins, higher gas and
   - Residential rate reduction - ($13.7 MM);                           electric volumes and higher NGL margins - ($2.6 MM).
   - Lower operating expenses and other - $14.8 MM.
                                                                      INTERNATIONAL ENERGY DISTRIBUTION:
   CONSUMERS GAS:                                                     - Reliability improvements and lower operating
   - Deliveries up 1.5 Bcf to 45.1 Bcf;                                 expenses - $8.4 MM.
     - Firm sales up 1.7 Bcf - $2.7 MM;
     - Transport deliveries down 0.2 Bcf - ($0.3 MM);                 OTHER INCOME/(DEDUCTIONS):
   - Gas Customer Choice Program - ($1.1 MM);                         - Gains on asset sales and other - $7.7 MM.
   - Lower operating expenses and other - $13.8 MM.
                                                                      FIXED CHARGES:
   NATURAL GAS TRANSMISSION:                                          - Higher average borrowings and interest rates for
   - Increased LNG cargoes and throughput at processing                 capital investments and other - $12.4 MM.
     facilities, partially offset by higher operating
     expenses - $1.7 MM.

   INDEPENDENT POWER PRODUCTION:
   - Plant operations and other - $2.0 MM;
   - Lower O&M fees and higher operating expenses - ($4.5 MM).
                                                                      *WEATHER IMPACTS:                             3Q00      3Q99
                                                                                                                    ----      ----
   OIL & GAS EXPLORATION & PRODUCTION:                                ELECTRIC:
   - Oil volumes down 166 MBbls to 1,672 MBbls - ($1.9 MM);           - Percent warmer (colder) than normal        (12.5)     10.2
   - Oil prices up $4.70 to $16.28/Bbl - $7.9 MM;                        using cooling degree days
   - Gas volumes down 3.0 Bcf to 3.6 Bcf - ($6.3 MM);                 - Increase (decrease) from average in:
   - Gas prices up 82(cent)to $2.91/Mcf - $3.0 MM;                         Electric sales (Gwh)                     (220)      (48)
   - Lower geological, DD&A, and production-related                        Pretax operating income (millions)     ($10.6)    ($2.5)
     expenses and other - $6.0 MM.
</TABLE>
- --------------------------------------------------------------------------------


<PAGE>   2

                                   CMS ENERGY
                     CONSOLIDATED SUMMARY EARNINGS ANALYSIS
                             IN MILLIONS, EXCEPT EPS
                (UNAUDITED - PRELIMINARY AND FOR DISCUSSION ONLY)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                 VARIANCE
                                                                                                        ----------------------------
          Y-T-D ENDED - SEPTEMBER 30,                                       2000              1999         DOLLARS     PERCENT
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>              <C>             <C>            <C>
          Pretax Operating Income (Loss)
                Consumers Electric                                        $342.1            $424.8         ($82.7)           (19)
                Consumers Gas                                               44.0              87.4          (43.4)           (50)
                Natural Gas Transmission                                   171.8              92.1           79.7             87
                Independent Power Production                               135.4             118.9           16.5             14
                Oil & Gas Exploration & Production                          23.2              10.9           12.3            113
                Marketing, Services & Trading                                1.4               0.5            0.9            180
                International Energy Distribution                           17.1              (5.5)          22.6            411
                Other                                                       10.2              20.1           (9.9)           (49)
                                                                       ----------       -----------     ----------
                    Total                                                  745.2             749.2           (4.0)            (1)
          Other Income (Deductions)                                         67.2              14.2           53.0            373
          Fixed Charges                                                    505.0             415.9           89.1             21
          Income Taxes                                                      87.9              91.4           (3.5)            (4)
          Minority Interest                                                  3.1              (0.1)           3.2           3200
                                                                       ==========       ===========     ==========
          CONSOLIDATED NET INCOME                                         $216.4            $256.2         ($39.8)           (16)
                                                                       ==========       ===========     ==========
          CLASS G NET INCOME                                                $0.0              $7.6          ($7.6)          (100)
                                                                       ==========       ===========     ==========
          CMS NET INCOME                                                  $216.4            $248.6         ($32.2)           (13)
                                                                       ==========       ===========     ==========
          CMS AVERAGE SHARES OUTSTANDING - DILUTED                         115.6             113.3            2.3              2
                                                                       ==========       ===========     ==========
          CMS EPS - DILUTED                                                $1.93             $2.25         ($0.32)           (14)
                                                                       ==========       ===========     ==========
</TABLE>

- --------------------------------------------------------------------------------
                          Y-T-D MAJOR VARIANCE ANALYSIS
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                    <C>
   CONSUMERS ELECTRIC*:                                                MARKETING, SERVICES & TRADING:
   - Deliveries down 869 Gwh to 30,410 Gwh and higher                  - Higher gas margins, higher gas and electricity volumes
     power supply costs - ($63.8 MM);                                    and higher NGL margins, partially offset by higher
   - Residential rate reduction - ($18.6 MM);                            operating expenses, lower electricity margins and
   - Other - ($0.3 MM).                                                  trading losses - $0.9 MM.

   CONSUMERS GAS*:                                                     INTERNATIONAL ENERGY DISTRIBUTION:
   - Deliveries up 0.3 Bcf to 272.6 Bcf - $1.4 MM;                     - Reliability improvements and lower operating
   - Gas Customer Choice Program - ($61.8 MM);                           expense - $22.6 MM.
   - Higher retail services and other miscellaneous
     revenue - $4.2 MM;                                                OTHER INCOME/DEDUCTIONS:
   - Lower operating expenses and other - $12.8 MM.                    - Gains on asset sales - $68.0 MM;
                                                                       - Increased accretion expense, absence of 1999 litigation
   NATURAL GAS TRANSMISSION:                                             reserve reversal and other - ($15.0 MM).
   - PEPL operations - $67.9 MM;
   - Pipeline and processing operations and lower                      FIXED CHARGES:
     operating expenses - $11.8 MM.                                    - Higher average borrowings and interest rates for capital
                                                                         investments and other - $89.1 MM.
   INDEPENDENT POWER PRODUCTION:
   - Plant operations, PPA restructuring and other - $30.8 MM;         *WEATHER IMPACTS:                            YTD00     YTD99
                                                                                                                    -----     -----
   - Lower O&M fees and higher operating expenses - ($14.3 MM).        ELECTRIC:
                                                                       - Percent warmer (colder) than
   OIL & GAS EXPLORATION & PRODUCTION:                                   normal using cooling degree days           (5.1)     23.3
   - Oil volumes up 65 MBbls to 5,510 MBbls - $0.7 MM;                 - Increase (decrease) from average in:
   - Oil prices up $3.04 to $13.85/Bbl - $16.7 MM;                         Electric sales (Gwh)                     (388)      (81)
   - Gas volumes down 5.6 Bcf to 13.8 Bcf - ($11.4 MM);                    Pretax operating income (millions)     ($18.4)    ($3.4)
   - Gas prices up 54(cent)to $2.58/Mcf - $7.5 MM;                         GAS:
   - Higher production and G&A expenses, partially                     - Percent (warmer) colder than
     offset by lower DD&A and other - ($1.2 MM).                         normal using heating degree days           (7.5)     (5.5)
                                                                       - Increase (decrease) from normal in
                                                                         Gas sales (Bcf)                           (16.8)     (8.6)
                                                                           Pretax operating income (millions)     ($16.0)    ($7.9)
</TABLE>
- --------------------------------------------------------------------------------

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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