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) August 5, 2008

Commission	Registrant; State of Incorporation;	IRS Employer
File Number	Address; and Telephone Number	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

	Item 2.02. Results of Operations and Financial Condition.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
News Release

Item 2.02. Results of Operations and Financial Condition.

On August 5, 2008, CMS Energy Corporation (“CMS Energy”) issued a News Release, in which it announced its results for the second quarter of 2008 and reaffirmed its guidance for 2008 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 Corporation News Release dated August 5, 2008

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” each found in the MANAGEMENT’S DISCUSSION AND ANALYSIS sections of CMS Energy’s Form 10-K and Consumers Energy’s Form 10-K each for the Year Ended December 31, 2007 and as updated in CMS Energy’s and Consumers Energy’s Forms 10-Q for the Quarter Ended March 31, 2008. 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: August 5, 2008
	By:	/s/ Thomas J. Webb
		Thomas J. Webb
		Executive Vice President and Chief Financial Officer
	CONSUMERS ENERGY COMPANY
Dated: August 5, 2008
	By:	/s/ Thomas J. Webb
		Thomas J. Webb
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

CMS ENERGY ANNOUNCES SECOND QUARTER NET INCOME OF $46 MILLION, OR $0.19 PER SHARE, AND AFFIRMS
EARNINGS GUIDANCE

          JACKSON, Mich., Aug. 5, 2008 — CMS Energy announced today net income of $46 million, or $0.19 per share, for the second quarter of 2008 compared to net income of $33 million, or $0.15 per share, in the same quarter of 2007.

          CMS Energy’s second quarter adjusted (non-Generally Accepted Accounting Principles) net income, which excludes the effects of asset sales and certain other items, was $44 million, or $0.19 per share. In the second quarter of 2007, the company had adjusted net income of $18 million, or $0.08 per share.

          For the first six months of 2008, CMS Energy had reported net income of $149 million, or $0.62 per share, compared to a reported net loss of $182 million, or $0.82 per share, for the first half of 2007. The 2007 six-month results include losses of $292 million, or $1.32 per share, primarily linked to sales of the company’s international businesses.

          On an adjusted basis, the company had net income of $147 million, or $0.62 per share, for the first half of 2008, compared to net income of $110 million, or $0.50 per share for the first six months of 2007.

          CMS Energy reaffirmed its guidance for 2008 adjusted earnings of $1.20 per share. While the company expects 2008 reported earnings to be about the same as its adjusted earnings, reported earnings could vary because of gains or charges relating to previous asset sales or other factors.

          The solid second quarter results underscore the fundamental strength of CMS Energy’s electric and natural gas utility, Consumers Energy, and the company’s “Growing Forward” business strategy, said David Joos, the president and chief executive officer of CMS Energy.

          “We will continue to implement our strategy to invest about $6.4 billion in Michigan over the next five years, including investments in energy efficiency, renewable energy, environmental and customer service enhancements, and new power generation,” Joos said.

          “We expect these investments to create thousands of jobs in Michigan and to provide a boost to the state’s economy as well as supporting our ongoing efforts to provide reliable, affordable service to our customers.”

          Joos noted that state lawmakers are working on the final details of the comprehensive energy policy reform needed to allow the company to fully implement its Growing Forward strategy.

          “This legislative package would support the major investments needed in Michigan to keep power prices affordable and help ensure reliable energy supplies for customers in the future,” he 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 2008.

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” each found in the MANAGEMENT’S DISCUSSION AND ANALYSIS sections of CMS Energy’s Form 10-Q and Consumers’ Form 10-Q each for the quarter ended March 31, 2008. CMS Energy’s and Consumers’ “FORWARD-LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections are incorporated herein by reference that discuss important factors that could cause CMS Energy’s and Consumers’ 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 (LOSS)
(In Millions, Except Per Share Amounts)

	Second Quarter						First Half
	(Unaudited)						(Unaudited)
	2008			2007			2008			2007
Operating Revenue	$	1,365		$	1,319		$	3,549		$	3,508
Earnings (Loss) from Equity Method Investees		(1	)		17			(2	)		36
Operating Expenses		1,209			1,329			3,139			3,561
Operating Income (Loss)	$	155		$	7		$	408		$	(17	)
Other Income		15			32			34			55
Fixed Charges		94			120			194			225
Income (Loss) before Income Taxes	$	76		$	(81	)	$	248		$	(187	)
Income Tax Expense (Benefit)		25			(29	)		89			(104	)
Income (Loss) before Minority Interests, Net	$	51		$	(52	)	$	159		$	(83	)
Minority Interests, Net		1			3			3			5
Income (Loss) from Continuing Operations	$	50		$	(55	)	$	156		$	(88	)
Income (Loss) from Discontinued Operations		(1	)		91			(1	)		(87	)
Net Income (Loss)	$	49		$	36		$	155		$	(175	)
Preferred Dividends		3			3			6			6
Redemption Premium on Preferred Stock		—			—			—			1
Net Income (Loss) Available to Common Stockholders	$	46		$	33		$	149		$	(182	)
Income (Loss) Per Share
Basic	$	0.20		$	0.15		$	0.66		$	(0.82	)
Diluted		0.19			0.15			0.62			(0.82	)

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CMS Energy Corporation
SUMMARIZED CONSOLIDATED BALANCE SHEETS
(In Millions)

	June 30		December 31
	2008		2007
	(Unaudited)
Assets
Cash and cash equivalents	$	527	$	348
Restricted cash		28		34
Other current assets		2,092		2,498
Total current assets	$	2,647	$	2,880
Net plant and property		8,895		8,728
Investments		8		11
Non-current assets		2,340		2,573
Total Assets	$	13,890	$	14,192
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)	$	5,881	$	5,941
FIN 46 debt and finance leases		257		261
Total debt and capital and finance leases	$	6,138	$	6,202
Preferred stock and securities		293		294
Minority interest		52		53
Common stockholders’ equity		2,362		2,130
Total capitalization	$	8,845	$	8,679
Securitization debt		293		309
Current liabilities		1,365		1,750
Non-current liabilities		3,387		3,454
Total Stockholders’ Investment and Liabilities	$	13,890	$	14,192

(*)  Current and long-term

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

	First Half
	(Unaudited)
	2008			2007 (**)
Beginning of Period Cash	$	348		$	351
Cash provided by operating activities	$	651		$	401
Cash provided by (used in) investing activities		(344	)		1,479
Cash flow from operating and investing activities	$	307		$	1,880
Cash used in financing activities		(128	)		(342	)
Currency Translation Adjustment		—			2
Total Cash Flow	$	179		$	1,540
End of Period Cash	$	527		$	1,891

(**)  Beginning cash includes cash associated with discontinued operations.

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

	Second Quarter						First Half
	(Unaudited)						(Unaudited)
	2008			2007			2008			2007
Net Income (Loss) Available to Common Stockholders	$	46		$	33		$	149		$	(182	)
Reconciling Items:
Discontinued Operations (Income) Loss		1			(91	)		1			87
Asset Impairment Charges		—			25			—			182
Asset Sales (Gains) Losses and Other		(3	)		51			(3	)		23
Adjusted Net Income — Non-GAAP Basis	$	44		$	18		$	147		$	110
Average Number of Common Shares Outstanding
Basic		224			223			224			222
Diluted		239			223			238			222
Basic Earnings Per Average Common Share
Net Income (Loss) Per Share as Reported	$	0.20		$	0.15		$	0.66		$	(0.82	)
Reconciling Items:
Discontinued Operations (Income) Loss		0.01			(0.41	)		0.01			0.39
Asset Impairment Charges		—			0.11			—			0.82
Asset Sales (Gains) Losses and Other		(0.01	)		0.23			(0.01	)		0.11
Adjusted Net Income — Non-GAAP Basis	$	0.20		$	0.08		$	0.66		$	0.50
Diluted Earnings Per Average Common Share
Net Income (Loss) Per Share as Reported	$	0.19		$	0.15		$	0.62		$	(0.82	)
Reconciling Items:
Discontinued Operations (Income) Loss		0.01			(0.41	)		0.01			0.39
Asset Impairment Charges		—			0.11			—			0.82
Asset Sales (Gains) Losses and Other		(0.01	)		0.23			(0.01	)		0.11
Adjusted Net Income — Non-GAAP Basis	$	0.19		$	0.08		$	0.62		$	0.50

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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