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 28, 2010

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

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))

Item 2.02. Results of Operations and Financial Condition.

On October 28, 2010, CMS Energy Corporation (“CMS Energy”) issued a News Release in which it announced its results for the third quarter of 2010 and reaffirmed its guidance for 2010 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 28, 2010

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 “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, 2009 and as updated in CMS Energy’s and Consumers Energy’s Forms 10-Q for the Quarters Ended March 31, 2010 and June 30, 2010. CMS Energy’s and Consumers Energy’s “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 28, 2010	By:	/s/ Thomas J. Webb
		Thomas J. Webb
		Executive Vice President and Chief Financial Officer
	CONSUMERS ENERGY COMPANY
Dated: October 28, 2010	By:	/s/ Thomas J. Webb
		Thomas J. Webb
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description of Document
	99.1	CMS Energy News Release dated October 28, 2010

EX-99.1

Exhibit 99.1

CMS ENERGY ANNOUNCES THIRD QUARTER NET INCOME OF $134 MILLION, OR $0.53 PER SHARE, AND AFFIRMS
ADJUSTED EARNINGS GUIDANCE

     JACKSON, Mich., Oct. 28, 2010 — CMS Energy announced today reported net income of $134 million, or $0.53 per share, for the third quarter of 2010 compared to reported net income of $67 million, or $0.28 per share, in the same quarter of 2009.

     The company’s third quarter adjusted (non-Generally Accepted Accounting Principles) net income, which excludes the favorable effects of legacy issues associated with previously sold assets and certain other items, was $132 million, or $0.52 per share. In the third quarter of 2009, the company had adjusted net income of $71 million, or $0.30 per share. Compared to the third quarter of 2009, about half of the $0.22 per share improvement comes from the company’s continuing growth strategy from investing in its principal subsidiary, Consumers Energy, to improve customer value and the environment. The other half of the improvement reflects weather, primarily the absence of unseasonably cool weather in the summer of 2009. Although 2010 temperatures were warmer than normal, the 2010 weather impact largely was offset by decoupling, a regulatory mechanism designed to minimize volatility. Decoupling wasn’t in effect in 2009.

     For the first nine months of 2010, CMS Energy had reported net income of $299 million, or $1.19 per share, compared to reported net income of $212 million, or $0.90 per share, for the similar period of 2009.

     On an adjusted basis, the company had net income of $290 million, or $1.16 per share, for the first nine months of 2010, compared to adjusted net income of $209 million, or $0.89 per share, for the first nine months of 2009.

     CMS Energy reaffirmed its guidance for 2010 adjusted earnings of about $1.35 per share. Reported earnings could vary because of several factors such as legacy issues associated with previously sold assets. Because of those uncertainties, the company isn’t providing reported earnings guidance.

     In reviewing recent major events, CMS Energy’s president and chief executive officer, John Russell, noted the company has:

• Increased its common stock dividend by 40 percent, effective with the dividend payable on Nov. 30

• Trimmed its capital investment plan for the next five years by about $1 billion, helping to moderate future rate increases to customers

• Reduced earnings dilution and liquidity risk with a mandatory conversion of all of its outstanding convertible preferred stock

• Issued about $500 million in debt, primarily to refinance about $400 million of higher-cost securities and take advantage of low interest rates

     Russell said the company will continue to implement its successful growth strategy and plans to invest more than $6 billion in its Consumers Energy operations over the next five years, making it one of the largest investors in the state.

     “We’ll continue to make substantial investments in renewable energy, environmental quality programs and energy efficiency, while maintaining our focus on providing customers with safe, reliable and affordable service,” he said, adding that the company’s investments would create jobs and help boost the state’s economy.

     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 2010.

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 “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, 2009 and as updated in CMS Energy’s and Consumers Energy’s Forms 10-Q for the Quarters Ended March 31, 2010 and June 30, 2010.

CMS Energy’s and Consumers Energy’s “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)
	2010		2009			2010			2009
Operating Revenue	$	1,443	$	1,263		$	4,750		$	4,592
Operating Expenses		1,124		1,033			3,930			4,002
Operating Income	$	319	$	230		$	820		$	590
Other Income (Expense)		16		(4	)		46			52
Interest Charges		102		103			324			307
Income before Income Taxes	$	233	$	123		$	542		$	335
Income Tax Expense		87		47			207			129
Income from Continuing Operations	$	146	$	76		$	335		$	206
Income (Loss) from Discontinued Operations		—		(1	)		(17	)		23
Net Income		146		75			318			229
Income Attributable to Noncontrolling Interests		1		6			3			9
Net Income Attributable to CMS Energy	$	145	$	69		$	315		$	220
Charge for Deferred Issuance Costs on Preferred Stock		8		—			8			—
Preferred Dividends		3		2			8			8
Net Income Available to Common Stockholders	$	134	$	67		$	299		$	212
Income Per Share
Basic	$	0.58	$	0.29		$	1.30		$	0.93
Diluted	$	0.53	$	0.28		$	1.19		$	0.90

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CMS Energy Corporation
SUMMARIZED CONSOLIDATED BALANCE SHEETS
(In Millions)

	September 30		December 31
	2010		2009
	(Unaudited)
Assets
Cash and cash equivalents	$	696	$	90
Restricted cash and cash equivalents		23		32
Other current assets		2,367		2,620
Total current assets	$	3,086	$	2,742
Plant, property & equipment		9,918		9,682
Non-current assets		2,567		2,832
Total Assets	$	15,571	$	15,256
Stockholders’ Investment and Liabilities
Current liabilities	$	1,266	$	1,220
Non-current liabilities		4,205		4,272
Capitalization
Debt and capital and finance leases (*)
Long-term debt and capital leases (excluding FIN 46 debt, non-recourse debt, finance leases and securitization debt)		6,668		6,225
FIN 46 debt, non-recourse debt and finance leases		348		358
Total debt and capital and finance leases		7,016		6,583
Preferred stock		—		239
Noncontrolling interests		45		97
Common stockholders’ equity		2,821		2,602
Total capitalization	$	9,882	$	9,521
Securitization debt		218		243
Total Stockholders’ Investment and Liabilities	$	15,571	$	15,256

(*) Current and long-term

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

	Nine Months
	(Unaudited)
	2010			2009
Beginning of Period Cash	$	90		$	207
Cash provided by operating activities	$	998		$	634
Cash used in investing activities		(726	)		(675	)
Cash flow from operating and investing activities	$	272		$	(41	)
Cash provided by financing activities		335			11
Changes in cash included in assets held for sale		(1	)		4
Total Cash Flow	$	606		$	(26	)
End of Period Cash	$	696		$	181

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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)
	2010			2009		2010			2009
Net Income Available to Common Stockholders	$	134		$	67	$	299		$	212
Reconciling Items:
Discontinued Operations (Income) Loss		—			1		17			(23	)
Downsizing Program		—			—		6			—
Asset Sales (Gains) Losses and Other		(2	)		3		(32	)		20
Adjusted Net Income — Non-GAAP Basis	$	132		$	71	$	290		$	209
Average Number of Common Shares Outstanding
Basic		229			227		228			227
Diluted		255			239		250			236
Basic Earnings Per Average Common Share
Net Income Per Share as Reported	$	0.58		$	0.29	$	1.30		$	0.93
Reconciling Items:
Discontinued Operations (Income) Loss		—			0.01		0.08			(0.10	)
Downsizing Program		—			—		0.03			—
Asset Sales (Gains) Losses and Other		(0.01	)		0.01		(0.14	)		0.09
Adjusted Net Income — Non-GAAP Basis	$	0.57		$	0.31	$	1.27		$	0.92
Diluted Earnings Per Average Common Share
Net Income Per Share as Reported	$	0.53		$	0.28	$	1.19		$	0.90
Reconciling Items:
Discontinued Operations (Income) Loss		—			0.01		0.07			(0.10	)
Downsizing Program		—			—		0.03			—
Asset Sales (Gains) Losses and Other		(0.01	)		0.01		(0.13	)		0.09
Adjusted Net Income — Non-GAAP Basis	$	0.52		$	0.30	$	1.16		$	0.89

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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