8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported) October 30, 2009

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

1-5611 CONSUMERS ENERGY COMPANY
(A Michigan Corporation)
One Energy Plaza
Jackson, Michigan 49201
(517) 788-0550 38-0442310

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1

Item 2.02. Results of Operations and Financial Condition.

On October 30, 2009, CMS Energy Corporation (“CMS Energy”) issued a News Release, in which it announced its results for the third quarter of 2009 and reaffirmed its guidance for 2009 adjusted earnings. Attached as Exhibit 99.1 to this report and incorporated herein by reference is a copy of the CMS Energy News Release, furnished as a part of this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 CMS Energy News Release dated October 30, 2009

This Form 8-K contains “forward-looking statements” as defined in Rule 3b-6 of the Securities Exchange Act of 1934, as amended, Rule 175 of the Securities Act of 1933, as amended, and relevant legal decisions. The forward-looking statements are subject to risks and uncertainties. They should be read in conjunction with “MANAGEMENT’S DISCUSSION AND ANALYSIS—FORWARD-LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections of CMS Energy Corporation’s (“CMS Energy”) Form 10-K and Consumers Energy Company’s (“Consumers Energy”) Form 10-K each for the Year Ended December 31, 2008 and as updated in CMS Energy’s and Consumers Energy’s Forms 10-Q for the Quarters Ended March 31, 2009 and June 30, 2009. CMS Energy’s and Consumers Energy’s “MANAGEMENT’S DISCUSSION AND ANALYSIS—FORWARD-LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections are incorporated herein by reference and discuss important factors that could cause CMS Energy’s and Consumers Energy’s results to differ materially from those anticipated in such statements.

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: October 30, 2009
	By:	/s/ Thomas J. Webb Thomas J. Webb
		Executive Vice President and
		Chief Financial Officer

	CONSUMERS ENERGY COMPANY
Dated: October 30, 2009
	By:	/s/ Thomas J. Webb Thomas J. Webb
		Executive Vice President and
		Chief Financial Officer

EX-99.1

Exhibit 99.1

CMS ENERGY ANNOUNCES THIRD QUARTER NET INCOME OF $73 MILLION,
OR $0.31 PER SHARE, AND AFFIRMS 2009 ADJUSTED EARNINGS GUIDANCE

     JACKSON, Mich., Oct. 30, 2009 — CMS Energy announced today reported net income of $73 million, or $0.31 per share, for the third quarter of 2009 compared to reported net income of $78 million, or $0.33 per share, in the same quarter of 2008.

     CMS Energy’s third quarter adjusted (non-Generally Accepted Accounting Principles) net income, which excludes the effects of asset sales and certain other items, was $76 million, or $0.32 per share. In the third quarter of 2008, the company had adjusted net income of $77 million, or $0.32 per share.

     For the first nine months of 2009, CMS Energy had reported net income of $216 million, or $0.92 per share, compared to reported net income of $224 million, or $0.94 per share, for the first nine months of 2008.

     On an adjusted basis, the company had net income of $207 million, or $0.88 per share, for the first nine months of 2009, compared to adjusted net income of $221 million, or $0.93 per share for the first nine months of 2008.

     CMS Energy reaffirmed its guidance for full year 2009 adjusted earnings of $1.25 per share. While the company expects 2009 reported earnings to be about the same as its adjusted earnings, reported earnings could vary because of several factors such as legacy issues associated with prior asset sales. Because of those uncertainties, the company isn’t providing reported earnings guidance.

     David Joos, the president and chief executive officer of CMS Energy, said the third quarter results reflected the continuing downturn in the state’s economy and the cooler-than-normal summer temperatures that reduced electricity demand at Consumers Energy.

     “We continue to focus on providing customers with reliable and affordable energy service in the most efficient and cost-effective manner. We’re making investments to deliver superior customer service and support long-term growth in Michigan,” Joos said.

     CMS Energy (NYSE: CMS) is a Michigan-based company that has an electric and natural gas utility, Consumers Energy, as its primary business and also owns and operates independent power generation businesses.

# # #

CMS Energy provides financial results on both a reported (Generally Accepted Accounting Principles) and adjusted (non-GAAP) basis. Management views adjusted earnings as a key measure of the company’s present operating financial performance, unaffected by discontinued operations, asset sales, impairments, or other items detailed in the attached summary financial statements. Certain contingent obligations arising in connection with previously disposed assets or discontinued operations have the potential to impact, favorably or unfavorably, the company’s reported earnings in 2009.

This news release contains “forward-looking statements” as defined in Rule 3b-6 of the Securities Exchange Act of 1934, as amended, Rule 175 of the Securities Act of 1933, as amended, and relevant legal decisions. The forward-looking statements are subject to risks and uncertainties. They should be read in conjunction with “MANAGEMENT’S DISCUSSION AND ANALYSIS — FORWARD-LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections of CMS Energy’s Form 10-K and Consumers Energy’s Form 10-K each for the Year Ended December 31, 2008 and as updated in CMS Energy’s and Consumers Energy’s Forms 10-Q for the Quarters ended March 31, 2009 and June 30, 2009. CMS Energy’s and Consumers Energy’s “MANAGEMENT’S DISCUSSION AND ANALYSIS — FORWARD-LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections are incorporated herein by reference and discuss important factors that could cause CMS Energy’s and Consumers Energy’s results to differ materially from those anticipated in such statements.

For more information on CMS Energy, please visit our web site at: www.cmsenergy.com

Media Contacts: Jeff Holyfield, 517/788-2394 or Dan Bishop, 517/788-2395

Investment Analyst Contact: CMS Energy Investor Relations, 517/788-2590

CMS Energy Corporation
SUMMARIZED CONSOLIDATED STATEMENTS OF INCOME
(In Millions, Except Per Share Amounts)

	Third Quarter					Nine Months
	(Unaudited)					(Unaudited)
	2009			2008		2009			2008
Operating Revenue	$	1,274		$	1,428	$	4,608		$	4,977
Income (Loss) from Equity Method Investees		(1	)		5		(2	)		3
Operating Expenses		1,035			1,221		4,021			4,360
Operating Income	$	238		$	212	$	585		$	620
Other Income (Deductions)		(3	)		3		54			37
Interest Charges		103			98		307			296
Income before Income Taxes	$	132		$	117	$	332		$	361
Income Tax Expense		51			36		128			123
Income from Continuing Operations	$	81		$	81	$	204		$	238
Income from Discontinued Operations		—			1		29			—
Net Income		81			82		233			238
Income Attributable to Noncontrolling Interests		6			2		9			6
Net Income Attributable to CMS Energy	$	75		$	80	$	224		$	232
Preferred Dividends		2			2		8			8
Net Income Available to Common Stockholders	$	73		$	78	$	216		$	224
Income Per Share
Basic	$	0.32		$	0.35	$	0.95		$	0.99
Diluted		0.31			0.33		0.92			0.94

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CMS Energy Corporation
SUMMARIZED CONSOLIDATED BALANCE SHEETS
(In Millions)

	September 30		December 31
	2009		2008
	(Unaudited)
Assets
Cash and cash equivalents	$	183	$	213
Restricted cash and cash equivalents		30		35
Other current assets		2,449		2,579
Total current assets	$	2,662	$	2,827
Net plant and property		9,566		9,190
Investments		9		11
Non-current assets		2,646		2,873
Total Assets	$	14,883	$	14,901
Stockholders’ Investment and Liabilities
Capitalization
Debt and capital and finance leases (*)
Long-term debt and capital leases (excluding FIN 46 debt, finance leases and securitization debt)	$	6,471	$	6,204
FIN 46 debt and finance leases		104		254
Total debt and capital and finance leases	$	6,575	$	6,458
Preferred stock and securities		283		287
Noncontrolling interests		53		52
Common stockholders’ equity		2,634		2,476
Total capitalization	$	9,545	$	9,273
Securitization debt		253		277
Current liabilities		1,118		1,349
Non-current liabilities		3,967		4,002
Total Stockholders’ Investment and Liabilities	$	14,883	$	14,901

(*) Current and long-term

CMS Energy Corporation
SUMMARIZED STATEMENTS OF CASH FLOWS
(In Millions)

	Nine Months
	(Unaudited)
	2009			2008
Beginning of Period Cash	$	213		$	348
Cash provided by operating activities	$	638		$	181
Cash used in investing activities		(679	)		(538	)
Cash flow from operating and investing activities	$	(41	)	$	(357	)
Cash provided by financing activities		11			171
Total Cash Flow	$	(30	)	$	(186	)
End of Period Cash	$	183		$	162

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CMS Energy Corporation
SUMMARY OF CONSOLIDATED EARNINGS
Reconciliations of GAAP Net Income to Non-GAAP Adjusted Net Income
(In Millions, Except Per Share Amounts)

	Third Quarter					Nine Months
	(Unaudited)					(Unaudited)
	2009		2008			2009			2008
Net Income Available to Common Stockholders	$	73	$	78		$	216		$	224
Reconciling Items:
Discontinued Operations Income		—		(1	)		(29	)		—
Unrealized Investment Loss		—		8			—			8
Asset Sales (Gains) Losses and Other		3		(8	)		20			(11	)
Adjusted Net Income — Non-GAAP Basis	$	76	$	77		$	207		$	221
Average Number of Common Shares Outstanding
Basic		227		226			227			225
Diluted		239		236			236			238
Basic Earnings Per Average Common Share
Net Income Per Share as Reported	$	0.32	$	0.35		$	0.95		$	0.99
Reconciling Items:
Discontinued Operations Income		—		(0.01	)		(0.13	)		—
Unrealized Investment Loss		—		0.03			—			0.03
Asset Sales (Gains) Losses and Other		0.01		(0.03	)		0.09			(0.04	)
Adjusted Net Income — Non-GAAP Basis	$	0.33	$	0.34		$	0.91		$	0.98
Diluted Earnings Per Average Common Share
Net Income Per Share as Reported	$	0.31	$	0.33		$	0.92		$	0.94
Reconciling Items:
Discontinued Operations Income		—		(0.01	)		(0.13	)		—
Unrealized Investment Loss		—		0.03			—			0.03
Asset Sales (Gains) Lossesand Other		0.01		(0.03	)		0.09			(0.04	)
Adjusted Net Income — Non-GAAP Basis	$	0.32	$	0.32		$	0.88		$	0.93

Note: Management views adjusted (non-Generally Accepted Accounting Principles) earnings as a key measure of the Company’s present operating financial performance, unaffected by discontinued operations, asset sales, impairments, or other items detailed in these summary financial statements.

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