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<SEC-DOCUMENT>0000950172-03-001058.txt : 20030401
<SEC-HEADER>0000950172-03-001058.hdr.sgml : 20030401
<ACCEPTANCE-DATETIME>20030401095201
ACCESSION NUMBER:		0000950172-03-001058
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20030401
ITEM INFORMATION:		Financial statements and exhibits
ITEM INFORMATION:		Regulation FD Disclosure
FILED AS OF DATE:		20030401

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CONSUMERS ENERGY CO
		CENTRAL INDEX KEY:			0000201533
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC & OTHER SERVICES COMBINED [4931]
		IRS NUMBER:				380442310
		STATE OF INCORPORATION:			MI
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05611
		FILM NUMBER:		03632825

	BUSINESS ADDRESS:	
		STREET 1:		212 W MICHIGAN AVE
		CITY:			JACKSON
		STATE:			MI
		ZIP:			49201
		BUSINESS PHONE:		5177881030

	MAIL ADDRESS:	
		STREET 1:		212 W MICHIGAN AVE
		STREET 2:		M 946
		CITY:			JACKSON
		STATE:			MI
		ZIP:			49201

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CONSUMERS POWER CO
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>was5048.txt
<TEXT>





                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                            -------------------------
                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



                                April 1, 2003
              Date of Report (Date of earliest event reported)

 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)
                     Fairlane Plaza South, Suite 1100
                           330 Town Center Drive
                         Dearborn, Michigan 48126
                              (313) 436-9261


   1-5611                CONSUMERS ENERGY COMPANY               38-0442310
                         (A Michigan Corporation)
                         212 West Michigan Avenue
                             Jackson, Michigan
                              (517) 788-1030


   1-2921               PANHANDLE EASTERN PIPE LINE             44-0382470
                                  COMPANY
                       (A Delaware Corporation)
                  5444 Westheimer Road, P.O. Box 4967
                       Houston, Texas 77210-4967
                            (713) 989-7000

<PAGE>

ITEM  7. EXHIBITS

         (c)     Exhibits:

                 99 - CMS Energy Corporation Press Release dated April 1, 2003.


ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION


On April 1, 2003,  CMS  Energy  Corporation  issued a Press  Release in which it
announced 2002 results, reaffirmed 2003 earnings guidance, provided an update on
its financial  improvement  plan,  and announced the  completion of its 2000 and
2001 reaudit.  Attached as Exhibit 99 to this report and incorporated  herein by
reference is a copy of the CMS Energy Press Release.

The Press Release contains  "forward-looking  statements"  within the meaning of
the safe harbor provisions of the federal  securities laws. It should be read in
conjunction  with  the  forward-looking  statements  cautionary  factors  in CMS
Energy's  Securities  and Exchange  Commission  filings that identify  important
factors that could cause CMS Energy's  results to differ  materially  from those
anticipated in such statements.

<PAGE>


                                   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 1, 2003

                                    /s/ Thomas J. Webb
                           By:      --------------------------------------------
                                    Thomas J. Webb
                                    Executive Vice President and Chief
                                    Financial Officer

                           CONSUMERS ENERGY COMPANY

Dated:  April 1, 2003

                                    /s/ Thomas J. Webb
                           By:      --------------------------------------------
                                    Thomas J. Webb
                                    Executive Vice President and Chief
                                    Financial Officer



                           PANHANDLE EASTERN PIPE LINE COMPANY

Dated:  April 1, 2003

                                    /s/ Thomas J. Webb
                           By:      --------------------------------------------
                                    Thomas J. Webb
                                    Executive Vice President and Chief
                                    Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>was5048ex.txt
<TEXT>
                                                                      EXHIBIT 99


[CMS ENERGY LOGO]                                                  NEWS RELEASE
- --------------------------------------------------------------------------------

                       CMS ENERGY ANNOUNCES 2002 EARNINGS
                         IN LINE WITH PREVIOUS GUIDANCE

                             Reaffirms 2003 Outlook

                       Improves Liquidity by $1.4 Billion

                                Completes Reaudit

DEARBORN, Mich., April 1, 2003 - CMS Energy (NYSE: CMS) today announced 2002
results, reaffirmed 2003 earnings guidance, provided an update on its financial
improvement plan, and announced the completion of its 2000 and 2001 reaudit.

CMS Energy announced its 2002 results were in line with previous guidance and
include:
o    A reported net loss of $620 million, or $4.46 per share, under Generally
     Accepted Accounting Principles (GAAP), compared to a reported 2001
     consolidated net loss of $448 million, or $3.42 per share.
o    Ongoing(1)  net  income  (non-GAAP)  of $213  million  or $1.53  per  share
     compared to $9 million or $0.08 per share for 2001.

CMS Energy reaffirmed its earnings guidance for 2003 and:
o    Expects reported net income will be roughly break even, dependent largely
     on the timing and proceeds from planned asset sales.
o    Expects ongoing net income will be in the range of $0.80 to $0.90 per
     share.

CMS Energy continues to make steady progress on its financial improvement plan
in four major areas - financings, liquidity, asset sales, and cost control.
o    The Company has secured $1.4 billion in recent weeks to address debt
     maturities at CMS Energy through the third quarter of 2004 and at Consumers
     Energy through June 2004.
o    As previously announced, the Company is maintaining a consolidated cash
     balance goal of about $400 million, split between CMS Energy and Consumers
     Energy. Presently, the Company expects to have cash flows that would permit
     it to exceed the cash balance goal, which would provide additional
     financial flexibility.
o    CMS Energy also noted progress on the sale of the CMS Panhandle Companies.
     The sale has been approved by the Massachusetts Department of
     Telecommunications and Energy and the Missouri Public Service Commission.
     CMS Energy and the buyers are continuing their efforts to gain approval
     from the Federal Trade Commission. The Company remains confident that the
     $1.8 billion Panhandle sale will close in the near term.

(1) Ongoing net income (non-GAAP) excludes the effects of reconciling items
identified on the attached Digest of Consolidated Earnings.
<PAGE>
o    CMS has signed agreements for or closed $3.7 billion in asset sales,
     including assumed debt, over the past 15 months. The Company is in the
     process of selling additional non-core assets, including the Guardian
     pipeline, CMS Field Services, CMS Marketing, Services, and Trading (MST)
     businesses, international distribution companies and selected power plants.
o    CMS's plan includes $900 million of asset sale proceeds in 2003, including
     Panhandle, and approximately $400 million of additional proceeds in 2004.
o    CMS reduced its debt by $800 million in 2002.
o    The Company has reduced its 2003 capital expenditures budget by $350
     million, or 39 percent, from 2002. This follows a $540 million reduction in
     2002 from 2001 levels.
o    The Company is continuing its efforts to significantly reduce operating
     expenses.

CMS Energy also announced that the reaudit of its consolidated financial results
for 2000 and 2001 has been completed and the appropriate amended forms have been
filed with the U.S. Securities Exchange Commission. CMS Energy expects the
review of the 2001 quarterly results to be completed, and updated financial
statements for those periods filed, by mid-summer.

Overall Results

The Company said 2002 reported results were a loss of $4.46 per share, largely
due to a goodwill impairment charge for Panhandle, non-cash write downs
associated with CMS Field Services, and impairments of the Dearborn Industrial
Generation project and other independent power projects.

The ongoing earnings per share were $1.53, including CMS Panhandle operating
earnings. Management believes that ongoing earnings provide a key measure of the
Company's current operating financial performance, unaffected by losses or gains
caused by net asset writedowns, impairments, sales and other items detailed in
the attached chart.

"The 2002 results and our projections for 2003 are in line with our previous
guidance. Our core businesses are operating well and we're working hard to
improve our financial results and to continue to deliver on our commitments,"
said Ken Whipple, CMS Energy's chairman and chief executive officer.

CMS Energy Corporation is an integrated energy company, which has as its primary
business operations an electric and natural gas utility, natural gas pipeline
systems, and independent power generation.

                                     # # #

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

This news release contains "forward-looking statements" within the meaning of
the safe harbor provisions of the federal securities laws. It should be read in
conjunction with the forward-looking statements cautionary factors in CMS
Energy's Securities and Exchange Commission filings that identify important
factors that could cause CMS Energy's results to differ materially from those
anticipated in such statements.



                           CMS Energy's 2002 And 2003
                     Earnings Per Share Results and Guidance

                                                        2002         2003
                                                       Actual      Guidance
Reported Net Income - GAAP Basis                   $    (4.46)     $0.00 - 0.10
  Net Asset Writedowns                                   3.27       0.00
  Discontinued Operations                                1.60      (0.15)
  Businesses Sold (Panhandle and Field Services)         0.46       0.00
  Loss of Tax Benefits                                   0.80       0.00
  Net Asset (Gain)/Loss and Other                       (0.14)      0.95
                                                        -----       -----
Ongoing Net Income - Non-GAAP Basis                $     1.53      $0.80 - 0.90

<PAGE>
                             CMS ENERGY CORPORATION
                         Digest of Consolidated Earnings
                      (Millions, Except Per Share Amounts)

<TABLE>
<CAPTION>
<S>                                            <C>             <C>         <C>
                                                                            As Restated
Year Ended December 31                                             2002          2001
- ----------------------                                             ----          ----

Operating Revenue                                              $   8,687       $  8,063

Income (Loss) From Continuing Operations                       $    (416)      $   (236)

Discontinued Operations                                        $    (222)      $   (210)

Consolidated Net Income (Loss)                                 $    (620)      $   (448)

Reconciling Items:
      Asset Impairments                                              455            206
      Discontinued Operations (Gain)/Loss                            222            210
      Addback Panhandle and Field Services, net                       64             39
      Tax Strategy Changes                                           111              -
      Net Asset Sales (Gain) and Other                               (19)             2
                                                                 --------         ------
Ongoing Net Income Before Reconciling Items                    $     213       $      9
                                                                 ========         ======
Average Number of Common Shares Outstanding
     Basic                                                           139            131
     Diluted                                                         143            135

Basic Earnings Per Average Common Share of CMS Energy:

Earnings (Loss) Per Share As Reported                          $   (4.46)      $  (3.42)

Reconciling Items:
      Asset Impairments                                             3.27           1.57
      Discontinued Operations (Gain)/Loss                           1.60           1.61
      Addback Panhandle and Field Services, net                     0.46           0.30
     Tax Strategy Changes                                           0.80             -
     Net Asset Sales (Gain) and Other                              (0.14)          0.02
                                                                --------         ------
Earnings Per Share Before Reconciling Items                    $    1.53       $   0.08
                                                               =========       =========

Diluted Earnings Per Average
     Common Share of CMS Energy:
                                               2003 Guidance
                                               -------------
Earnings (Loss) Per Share As Reported          $0.00 - $0.10   $   (4.46)      $  (3.42)


Reconciling Items:
      Asset Impairments                               -             3.27           1.57
     Discontinued Operations (Gain)/Loss           (0.15)           1.60           1.61
     Addback Panhandle and Field Services, net                      0.46           0.30
     Tax Strategy Changes                                           0.80              -
     Net Asset Sales (Gain) and Other               0.95           (0.14)          0.02
                                                                   ------     ---------

Earnings Per Share Before Reconciling Items    $0.80 - $0.90   $    1.53       $   0.08
                                               =============    ========      =========
Dividends Declared Per Common Share                            $    1.09       $   1.46
</TABLE>


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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