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) April 23, 2015

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))

Item 2.02. Results of Operations and Financial Condition.

On April 23, 2015, CMS Energy Corporation (“CMS Energy”) issued a News Release, in which it announced its results for the first quarter of 2015.  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.

Exhibit 99.1 contains certain financial measures that are considered “non-GAAP financial measures” as defined in Securities and Exchange Commission rules and contains a reconciliation of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States.

Item 7.01. Regulation FD Disclosure.

The information set forth in the CMS Energy News Release dated April 23, 2015, attached as Exhibit 99.1, is incorporated by reference in response to this Item 7.01.

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, 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.

Investors and others should note that CMS Energy and Consumers Energy Company post important financial information using the investor relations section of the CMS Energy website, www.cmsenergy.com and Securities and Exchange Commission filings.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 CMS Energy News Release dated April 23, 2015

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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: April 23, 2015	By:	/s/ Thomas J. Webb
		Thomas J. Webb
		Executive Vice President and
		Chief Financial Officer
		CONSUMERS ENERGY COMPANY
Dated: April 23, 2015	By:	/s/ Thomas J. Webb
		Thomas J. Webb
		Executive Vice President and
		Chief Financial Officer

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Exhibit Index

99.1 CMS Energy News Release dated April 23, 2015

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EX-99.1

Exhibit 99.1

CMS ENERGY ANNOUNCES FIRST QUARTER EARNINGS OF $0.73 PER SHARE, REAFFIRMS ADJUSTED EARNINGS GUIDANCE OF $1.86 TO $1.89 PER SHARE

JACKSON, Mich., April 23, 2015 — CMS Energy announced today reported net income of $202 million, or $0.73 per share, for the first quarter of 2015, compared to reported net income of $204 million, or $0.75 per share, for the same quarter of 2014. Earnings per share in 2015 grew 7 percent compared with 2014 on a weather-normalized basis.

CMS Energy reaffirmed its guidance for 2015 adjusted earnings of $1.86 to $1.89 per share. This is consistent with the company’s long-term plan of 5 percent to 7 percent annual adjusted earnings per share growth.

First quarter results reflect successful execution of CMS Energy’s business plan and the effects of cold weather, including records set in February for both natural gas deliveries and electric sales. The company is reinvesting profits from increased natural gas and electric sales into the business with a continued focus on safety, customer service, reliability and the environment.

John Russell, CMS Energy’s president and chief executive officer, said that CMS Energy’s principal subsidiary, Consumers Energy, is making substantial investments in its natural gas and electric infrastructure that are driving improved customer service and system performance.

Gas withdrawals this winter were nearly 114 billion cubic feet, one of the largest withdrawal levels in the past decade. The company’s expanded storage system, the largest in the nation among regulated gas utilities, has the capacity to meet 80 percent of customer needs during colder-than-normal peak weather events.

“During this second consecutive colder-than-normal winter our customers received safe and reliable energy service. This performance underscores that our long-term strategy to expand and strengthen our gas distribution, transmission and storage system is paying off for our customers,” Russell said.

In April the company reduced its gas price to the lowest level since 2001, saving an average residential customer about $500 annually — or more than 60 percent — compared to a decade ago. The price being charged this month is the lowest in Michigan among regulated providers.

Consumers Energy announced achievement of its commitment to increase by $1 billion its purchase of Michigan-made goods and services since 2011, as part of Pure

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Michigan Business Connect. This program has added about 5,000 jobs by suppliers and is in addition to the more than $2 billion the company spends each year in Michigan.

The Edison Electric Institute presented Consumers Energy with its “Emergency Recovery Award” for outstanding power restoration efforts after a severe ice storm hit Michigan in December 2013.

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 will hold a webcast to discuss its 2015 first quarter results and provide a business and financial outlook on April 23 at 8:30 AM (EDT).  To participate in the Webcast, go to CMS Energy’s home page (www.cmsenergy.com) and select “Investor Meeting.”

This news release contains non-Generally Accepted Accounting Principles (non-GAAP) measures, such as adjusted earnings. Management views adjusted earnings as a key measure of the company’s present operating financial performance, unaffected by discontinued operations, asset sales, impairments, regulatory items from prior years, or other items detailed in the attached summary financial statements. These items have the potential to impact, favorably or unfavorably, the company’s reported earnings.

This news release contains “forward-looking statements.” The forward-looking statements are subject to risks and uncertainties that could cause CMS Energy’s and Consumers Energy’s results to differ materially. All forward-looking statements should be considered in the context of the risk and other factors detailed from time to time in CMS Energy’s and Consumers Energy’s Securities and Exchange Commission filings.

Investors and others should note that CMS Energy and Consumers Energy post important financial information using the investor relations section of the CMS Energy website, www.cmsenergy.com and Securities and Exchange Commission filings.

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

Media Contacts:  Dan Bishop, 517/788-2395 or Brian Wheeler, 517/788-2394

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

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CMS Energy Corporation

SUMMARIZED CONSOLIDATED STATEMENTS OF INCOME

(In Millions, Except Per Share Amounts)

	First Quarter
	(Unaudited)
	2015		2014
Operating Revenue	$	2,111	$	2,523
Operating Expenses	1,714		2,115
Operating Income	$	397	$	408
Other Income	6		2
Interest Charges	101		101
Income before Income Taxes	$	302	$	309
Income Tax Expense	100		105
Net Income Available to Common Stockholders	$	202	$	204
Income Per Share
Basic	$	0.73	$	0.77
Diluted	0.73		0.75

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CMS Energy Corporation

SUMMARIZED CONSOLIDATED BALANCE SHEETS

(In Millions)

	March 31		December 31
	2015		2014
	(Unaudited)
Assets
Cash and cash equivalents	$	522	$	207
Restricted cash and cash equivalents	49		37
Other current assets	1,930		2,353
Total current assets	$	2,501	$	2,597
Plant, property, and equipment	13,526		13,412
Other non-current assets	3,171		3,176
Total Assets	$	19,198	$	19,185
Liabilities and Equity
Current liabilities	$	1,056	$	1,414
Non-current liabilities	5,500		5,325
Capitalization
Debt, capital leases, and financing obligation (*)
Debt, capital leases, and financing obligation
(excluding non-recourse and securitization debt)	7,463		7,428
Non-recourse debt	924		884
Total debt, capital leases, and financing obligation	8,387		8,312
Noncontrolling interests	37		37
Common stockholders’ equity	3,802		3,670
Total capitalization	$	12,226	$	12,019
Securitization debt	416		427
Total Liabilities and Equity	$	19,198	$	19,185

(*) Current and long-term

CMS Energy Corporation

SUMMARIZED STATEMENTS OF CASH FLOWS

(In Millions)

	First Quarter
	(Unaudited)
	2015			2014
Beginning of Period Cash	$	207		$	172
Cash provided by operating activities	$	760		$	611
Cash used in investing activities	(422		)	(346		)
Cash flow from operating and investing activities	$	338		$	265
Cash provided by (used in) financing activities	(23		)	321
Total Cash Flow	$	315		$	586
End of Period Cash	$	522		$	758

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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)

	First Quarter
	(Unaudited)
	2015			2014
Net Income Available to Common Stockholders	$	202		$	204
Reconciling Items:
Discontinued Operations Income	(*		)	(*		)
Restructuring Costs and Other	*			*
Adjusted Net Income - Non-GAAP Basis	$	202		$	204
Average Number of Common Shares Outstanding
Basic	275			266
Diluted	276			273
Basic Earnings Per Average Common Share
Net Income Per Share as Reported	$	0.73		$	0.77
Reconciling Items:
Discontinued Operations Income	(*		)	(*		)
Restructuring Costs and Other	*			*
Adjusted Net Income - Non-GAAP Basis	$	0.73		$	0.77
Diluted Earnings Per Average Common Share
Net Income Per Share as Reported	$	0.73		$	0.75
Reconciling Items:
Discontinued Operations Income	(*		)	(*		)
Restructuring Costs and Other	*			*
Adjusted Net Income - Non-GAAP Basis	$	0.73		$	0.75

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, regulatory items from prior years,or other items detailed in these summary financial statements.

* Less than $500 thousand or $0.01 per share.

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