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 25, 2012

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:

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

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

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

¨ 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 25, 2012, CMS Energy Corporation (“CMS Energy”) issued a News Release, in which it announced its results for the third quarter of 2012 and reaffirmed its guidance for 2012 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 October 25, 2012

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, 2011 and as updated in CMS Energy’s and Consumers Energy’s Forms 10-Q for the Quarters Ended March 31, 2012 and June 30, 2012. 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 25, 2012	By:	/s/ Thomas J. Webb
		Thomas J. Webb
		Executive Vice President and
		Chief Financial Officer
		CONSUMERS ENERGY COMPANY
Dated: October 25, 2012	By:	/s/ Thomas J. Webb
		Thomas J. Webb
		Executive Vice President and
		Chief Financial Officer

Exhibit Index

99.1 CMS Energy Corporation News Release dated October 25, 2012

EX-99.1

Exhibit 99.1

CMS ENERGY ANNOUNCES THIRD QUARTER EARNINGS OF $0.55 PER SHARE,

OR $0.54 PER SHARE ON AN ADJUSTED BASIS, AND REAFFIRMS

ADJUSTED EARNINGS GUIDANCE OF $1.52 TO $1.55 PER SHARE

JACKSON, Mich., Oct. 25, 2012 – CMS Energy announced today reported net income of $148 million, or $0.55 per share, for the third quarter of 2012, compared to reported net income of $139 million, or $0.53 per share, for the same quarter of 2011.

The company’s third quarter adjusted (non-Generally Accepted Accounting Principles) net income, which excludes the effects of one-time items, was $145 million, or $0.54 per share, compared to $139 million, or $0.53 per share, for the same quarter in 2011.

For the first nine months of the year, CMS Energy had reported net income of $315 million, or $1.17 per share, compared to $374 million, or $1.43 per share, for the same period of 2011. On an adjusted basis, the company had income of $350 million, or $1.31 per share, for the first nine months of 2012 compared to $340 million, or $1.30 per share, for the same period in 2011.

The reported net income for the first nine months of 2012 includes a one-time charge of $36 million, or $0.14 per share, reflecting the write-off of an electric decoupling regulatory asset at the company’s Michigan utility, Consumers Energy. The company’s 2011 reported net income included a one-time non-cash gain of $32 million, or $0.12 per share, related to the company’s non-utility operations.

CMS Energy reaffirmed its guidance for 2012 adjusted earnings of $1.52 to $1.55 per share, consistent with the company’s long-term plan of 5 percent to 7 percent annual earnings per share growth. The company’s reported earnings could vary from adjusted earnings because of several factors, such as legacy issues associated with prior asset sales and regulatory items from prior years. Because of those uncertainties, the company isn’t providing reported earnings guidance.

The solid financial results for the third quarter and the first nine months of the year reflect the continuing execution of the company’s plan to invest in its utility operations to serve customers and improve the environment, said John Russell, CMS Energy’s president and chief executive officer.

“We’re aggressively managing our costs at the same time we’re making these substantial investments. We plan to hold our average base rate increases at or below the rate of inflation for the next five years. That’s part of our promise to work hard every day for our customers and to provide them with a good energy value,” Russell said.

“Our investments are providing clear benefits for customers as well as creating value for investors. For example, we have invested $640 million in the Consumers Energy electric system over the past five years. Those investments paid off for customers with increased reliability this summer when hot, humid weather and Michigan’s recovering economy pushed the customer demand for electricity to record levels.”

In reviewing recent major events, Russell noted:

• High temperatures and Michigan’s recovering economy pushed customer demand for electricity in July to its highest monthly total in Consumers Energy’s 125-year history.

• The start of installation of “smart meters” at customer homes and businesses. The company plans to install the high-tech meters for all of its 1.8 million electric customers over the next several years.

• Consumers Energy has doubled, to $500 million, its five-year commitment to the Pure Michigan Business Connect, an initiative to create jobs and boost the state’s economy by encouraging Michigan companies to do more business with each other. The $500 million will be spent on competitively priced, quality products and services and is in addition to the $2 billion a year the utility already spends with other Michigan companies.

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, regulatory items from prior years, or other items detailed in the attached summary financial statements. Certain of these items have the potential to impact, favorably or unfavorably, the company’s reported earnings in 2012. The company is not able to estimate the impact of these matters and is not providing reported earnings guidance.

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, 2011, and as updated in CMS Energy’s and Consumers Energy’s Forms 10-Q for the Quarters Ended March 31, 2012 and June 30, 2012.

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)
	2012		2011		2012		2011
Operating Revenue	$	1,507	$	1,464	$	4,583	$	4,883
Operating Expenses		1,164		1,148		3,792		4,054
Operating Income	$	343	$	316	$	791	$	829
Other Income		—		9		15		26
Interest Charges		96		104		293		313
Income before Income Taxes	$	247	$	221	$	513	$	542
Income Tax Expensea		98		81		203		168
Income from Continuing Operations	$	149	$	140	$	310	$	374
Income from Discontinued Operations		—		—		7		2
Net Income	$	149	$	140	$	317	$	376
Income Attributable to Noncontrolling Interests		1		1		2		2
Net Income Available to Common Stockholders	$	148	$	139	$	315	$	374
Income Per Share
Basic	$	0.56	$	0.55	$	1.21	$	1.49
Diluted		0.55		0.53		1.17		1.43

^a  2011 Nine months ended income tax expense includes a $32 million benefit related to a Michigan state income tax law change.

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CMS Energy Corporation

SUMMARIZED CONSOLIDATED BALANCE SHEETS

(In Millions)

	September 30		December 31
	2012		2011
	(Unaudited)
Assets
Cash and cash equivalents	$	128	$	161
Restricted cash and cash equivalents		31		27
Other current assets		2,201		2,377
Total current assets	$	2,360	$	2,565
Plant, property, and equipment		11,190		10,633
Other non-current assets		3,058		3,254
Total Assets	$	16,608	$	16,452
Liabilities and Equity
Current liabilities	$	975	$	1,281
Non-current liabilities		5,017		4,835
Capitalization
Debt and capital and finance leases (*)
Long-term debt and capital leases (excluding non-recourse debt, finance leases and securitization debt)		6,745		6,602
Non-recourse debt and finance leases		488		491
Total debt and capital and finance leases		7,233		7,093
Noncontrolling interests		44		44
Common stockholders equity		3,196		3,028
Total capitalization	$	10,473	$	10,165
Securitization debt		143		171
Total Liabilities and Equity	$	16,608	$	16,452

(*) Current and long-term

CMS Energy Corporation

SUMMARIZED STATEMENTS OF CASH FLOWS

(In Millions)

	Nine Months
	(Unaudited)
	2012			2011
Beginning of Period Cash	$	161		$	247
Cash provided by operating activities	$	934		$	1,195
Cash used in investing activities		(938	)		(752	)
Cash flow from operating and investing activities	$	(4	)	$	443
Cash used in financing activities		(29	)		(69	)
Changes in cash included in assets held for sale		—			2
Total Cash Flow	$	(33	)	$	376
End of Period Cash	$	128		$	623

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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)
	2012			2011		2012			2011
Net Income Available to Common Stockholders	$	148		$	139	$	315		$	374
Reconciling Items:
Discontinued Operations Income		—			—		(7	)		(2	)
Electric Decoupling Court Order		—			—		36			—
Downsizing Program		—			—		7			—
Tax Changes		—			—		—			(32	)
Restructuring Costs and Other		(3	)		—		(1	)		—
Adjusted Net Income - Non-GAAP Basis	$	145		$	139	$	350		$	340
Average Number of Common Shares Outstanding
Basic		263			251		260			251
Diluted		269			264		268			262
Basic Earnings Per Average Common Share
Net Income Per Share as Reported	$	0.56		$	0.55	$	1.21		$	1.49
Reconciling Items:
Discontinued Operations Income		—			—		(0.03	)		(0.01	)
Electric Decoupling Court Order		—			—		0.14			—
Downsizing Program		—			—		0.03			—
Tax Changes		—			—		—			(0.13	)
Restructuring Costs and Other		(0.01	)		—		—			—
Adjusted Net Income - Non-GAAP Basis	$	0.55		$	0.55	$	1.35		$	1.35
Diluted Earnings Per Average Common Share
Net Income Per Share as Reported	$	0.55		$	0.53	$	1.17		$	1.43
Reconciling Items:
Discontinued Operations Income		—			—		(0.03	)		(0.01	)
Electric Decoupling Court Order		—			—		0.14			—
Downsizing Program		—			—		0.03			—
Tax Changes		—			—		—			(0.12	)
Restructuring Costs and Other		(0.01	)		—		—			—
Adjusted Net Income - Non-GAAP Basis	$	0.54		$	0.53	$	1.31		$	1.30

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.

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