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                                                                   EXHIBIT 99(c)


               CMS ENERGY CORPORATION AND CONSUMERS ENERGY COMPANY
                  FORWARD-LOOKING STATEMENTS CAUTIONARY FACTORS

         The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements to encourage such disclosures without the
threat of litigation, providing those statements are identified as
forward-looking and are accompanied by meaningful, cautionary statements
identifying important factors that could cause the actual results to differ
materially from those projected in the statement. Forward-looking statements
give our expectations or forecasts of future events. You can identify these
statements by the fact that they do not relate strictly to historical or current
facts. Forward-looking statements have been and will be made in our written
documents (such as press releases, visual presentations, and securities
disclosure documents) and oral presentations (such as analyst conference calls).
Such statements are based on management's beliefs as well as assumptions made by
and information currently available to management. When used in our documents or
oral presentations, the words "anticipate", "believe", "estimate", "expect",
"forecast", "intend", "objective", "plan", "possible", "potential", "project"
and variations of such words and similar expressions are intended to identify
forward-looking statements that involve risk and uncertainty.

         Any or all of our forward-looking statements in oral or written
statements or in other publications may turn out to be wrong. They can be
affected by inaccurate assumptions or by known or unknown risks and
uncertainties. Many such factors will be important in determining our actual
future results. Consequently, no forward-looking statement can be guaranteed.

         In addition to any assumptions and other factors referred to
specifically in connection with such forward-looking statements, factors that
could cause our actual results to differ materially from those contemplated in
any forward-looking statements include, among others, the following: ability to
sell assets in accordance with our plans; ability to achieve operating synergies
and revenue enhancements; capital and financial market conditions, including
current price of our common stock, interest rates and availability of financing;
market perceptions of the energy industry, our company, or any of our
subsidiaries; our, or any of our subsidiaries', securities ratings; currency
exchange controls; factors affecting utility and diversified energy operations
such as unusual weather conditions, catastrophic weather-related damage,
unscheduled generation outages, maintenance or repairs, unanticipated changes to
fossil fuel, nuclear fuel or gas supply costs or availability due to higher
demand, shortages, transportation problems or other developments; environmental
incidents; electric transmission or gas pipeline system constraints;
international, national, regional and local economic, competitive and regulatory
conditions and developments, particularly the trade, monetary, fiscal, taxation
and environmental policies of governments, agencies and similar organizations in
geographic areas where we have a financial interest; adverse regulatory or legal
decisions, including environmental laws and regulations; pace, implementation
and provisions for deregulation of the natural gas and electric industries
whether by legislative or regulatory action, particularly the ability of our
utility business to purchase gas at prices below that allowed in its rates due
to frozen power supply cost recovery, the extension of the direct access pilot
program to all our gas utility business customers, the ability of our electric
utility business to recover its current investment in generating facilities and
the cost of purchased power, the number of customers that will elect other power
suppliers when customer choice becomes available to them, former customers
generating their own power and new pricing structures; federal regulation of
electric sales and transmission of electricity that grants independent power
producers and electricity



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marketers "direct access" to the interstate electric transmission systems owned
by electric utilities creating opportunity for competitors to market electricity
to our wholesale customers; energy markets, including the timing and extent of
unanticipated changes in commodity prices for oil, coal, natural gas, natural
gas liquids, electricity and certain related products due to higher demand,
shortages, transportation problems or other developments; the timing and success
of business development efforts, including significant sums of money spent for
international development start-up and obtaining finance is at risk until all
elements of the project development are successfully finalized, international
projects may be expropriated, required agreements, licenses, permits and other
approvals may be changed or terminated in violation of their terms, or newer or
higher taxes may be imposed upon the project, the local foreign currency may be
devalued or the conversion of the currency may be restricted or prohibited or
other actions may be taken which adversely affect the value and the recovery of
the investment such as taxes, royalties, or import duties being increased, and
adverse financial, operating, management, or other issues with project partners;
the increased competition caused by Federal Energy Regulatory Commission
approval of new pipeline and pipeline expansion projects that transport large
additional volumes of natural gas to the Midwest from Canada which could reduce
volumes of gas transported by our natural gas transmission businesses or cause
them to lower rates in order to meet competition; potential disruption,
expropriation or interruption of facilities or operations due to accidents or
political events; nuclear power performance, policies, procedures, incidents,
and regulation, including spent nuclear fuel storage availability; technological
developments in energy production, delivery and usage that may result in
competitive disadvantages and create the potential for impairment of existing
assets; financial or regulatory accounting principles or policies imposed by the
Financial Accounting Standards Board, the Securities and Exchange Commission,
the Federal Energy Regulatory Commission, the Michigan Public Service Commission
and similar entities with regulatory oversight; cost and other effects of legal
and administrative proceedings, settlements, investigations and claims; certain
project investments made by our subsidiaries consist of minority interests, and
some future investments may take the form of minority interests, which limits
our ability to control the development or operation of the project; other
uncertainties, all of which are difficult to predict and many of which are
beyond our control; other business or investment considerations that may be
disclosed from time to time in CMS Energy's Securities and Exchange Commission
filings or in other publicly disseminated written documents.

         CMS Energy and its affiliates undertake no obligation to update or
revise any forward- looking statements, whether as a result of new information,
future events or otherwise. The foregoing review of factors pursuant to the
Private Securities Litigation Reform Act should not be construed as exhaustive
or as any admission regarding the adequacy of our disclosures prior to the
effective date of the Act. Certain risk factors are detailed from time to time
in our various public filings. You are advised, however to consult any further
disclosures we make on related subjects in our reports to the Securities and
Exchange Commission. In particular, you should read the discussion in the
section entitled "Forward-Looking Statements" in our most recent Form 10-K
report to the Securities and Exchange Commission, as it may be updated in our
subsequent Form 10-Q or Form 8-K reports.