-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950124-03-001562.txt : 20030508
<SEC-HEADER>0000950124-03-001562.hdr.sgml : 20030508
<ACCEPTANCE-DATETIME>20030508092136
ACCESSION NUMBER:		0000950124-03-001562
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20030508
ITEM INFORMATION:		Financial statements and exhibits
ITEM INFORMATION:		Regulation FD Disclosure
FILED AS OF DATE:		20030508

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:		03687252

	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

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CMS ENERGY CORP
		CENTRAL INDEX KEY:			0000811156
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC & OTHER SERVICES COMBINED [4931]
		IRS NUMBER:				382726431
		STATE OF INCORPORATION:			MI
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09513
		FILM NUMBER:		03687250

	BUSINESS ADDRESS:	
		STREET 1:		FAIRLANE PLZ S STE 1100
		STREET 2:		330 TOWN CENTER DR
		CITY:			DEARBORN
		STATE:			MI
		ZIP:			48126
		BUSINESS PHONE:		3134369261

	MAIL ADDRESS:	
		STREET 1:		FAIRLANE PLAZA SOUTH, SUITE 1100
		STREET 2:		330 TOWN CENTER DRIVE
		CITY:			DEARBORN
		STATE:			MI
		ZIP:			48126

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PANHANDLE EASTERN PIPE LINE CO
		CENTRAL INDEX KEY:			0000076063
		STANDARD INDUSTRIAL CLASSIFICATION:	NATURAL GAS DISTRIBUTION [4924]
		IRS NUMBER:				440382470
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-02921
		FILM NUMBER:		03687251

	BUSINESS ADDRESS:	
		STREET 1:		5444 WESTHEIMER COURT
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77056
		BUSINESS PHONE:		7136275400

	MAIL ADDRESS:	
		STREET 1:		P O BOX 1642
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77251-1642
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>k76912e8vk.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>
================================================================================

                                    FORM 8-K

                                 CURRENT REPORT


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

          DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MAY 8, 2003

 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)
                               ONE ENERGY PLAZA
                            JACKSON, MICHIGAN 49201
                                (517) 788-0550


   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. FINANCIAL STATEMENTS AND EXHIBITS

(C) EXHIBITS

99.  CMS Energy News Release dated May 8, 2003

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 8, 2003, CMS Energy Corporation ("CMS Energy") issued a News Release in
which it announced First Quarter 2003 results, reaffirmed 2003 earnings
guidance, and provided updates on its business strategy, financing activities,
and operations. Attached as Exhibit 99 to this report and incorporated herein by
reference is a copy of the CMS Energy News Release.

The News Release contains "forward-looking statements", within the meaning of
the safe harbor provisions of the federal securities laws. The "forward-looking
statements" are subject to risks and uncertainties. They should be read in
conjunction with the "CMS ENERGY FORWARD-LOOKING STATEMENTS, CAUTIONARY FACTORS
AND UNCERTAINTIES" found in Item 1 of CMS Energy's Form 10-K for the Fiscal Year
Ended December 31, 2002, the "CONSUMERS FORWARD-LOOKING STATEMENTS, CAUTIONARY
FACTORS AND UNCERTAINTIES" found in Item 1 of Consumers Energy Company's Form
10-K for the Fiscal Year Ended December 31, 2002, and the "FORWARD-LOOKING
STATEMENTS, CAUTIONARY FACTORS AND UNCERTAINTIES" found in Item 1 of Panhandle
Eastern Pipe Line Company's Form 10-K for the Fiscal Year Ended December 31,
2002 (all incorporated herein by reference), that discuss important factors that
could cause CMS Energy's, Consumers Energy Company's, and Panhandle Eastern Pipe
Line Company'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:  May 8, 2003

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


                                   CONSUMERS ENERGY COMPANY

Dated:  May 8, 2003

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


                                   PANHANDLE EASTERN PIPE LINE
                                   COMPANY

Dated:  May 8, 2003

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

<PAGE>


                                 EXHIBIT INDEX

NO.                     DESCRIPTION
- ---                     -----------

99.                     CMS Energy News Release dated May 8, 2003

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>k76912exv99w1.txt
<DESCRIPTION>NEWS RELEASE DATED MAY 8, 2003
<TEXT>
<PAGE>
[CMS ENERGY LOGO]

                                                                    NEWS RELEASE
- --------------------------------------------------------------------------------

           CMS ENERGY ANNOUNCES FIRST QUARTER EARNINGS OF 51 CENTS PER
           SHARE, REAFFIRMS 2003 GUIDANCE OF 80 TO 90 CENTS PER SHARE

DEARBORN, Mich., May 8, 2003 - CMS Energy (NYSE: CMS) announced today
first-quarter net income of $79 million or $0.51 per share, compared to net
income of $42 million or $0.32 per share in the first quarter of 2002.

Ongoing net income (under non-Generally Accepted Accounting Principles) was $78
million or $0.50 per share, compared to ongoing net income of $79 million or
$0.60 per share in the first quarter of 2002. Management believes that ongoing
earnings provide a key measure of the Company's present operating financial
performance, unaffected by discontinued operations, accounting changes, net
asset gains or losses, or other items detailed in the attached summary financial
statements.

The $0.10 decrease in ongoing earnings compared with 2002 came despite stronger
utility earnings of $0.30 and a $0.25 gain from favorable foreign exchange
rates. These improvements were, however, more than offset by $0.33 per share of
2002 savings not repeated in 2003 and share dilution, as well as the absence of
earnings of $0.32 from businesses that have been sold.

Favorable weather and excellent power cost management improved first-quarter
results at CMS Energy's principal subsidiary, Consumers Energy. The utility
delivered 16.4 percent more gas and 5.6 percent more electricity in the first
quarter than a year earlier

Based on the first quarter results and the current outlook for the year, the
Company is reaffirming its earnings guidance for 2003 and expects:

         -        Reported net income will be roughly break even, dependent
                  largely on the timing and proceeds from planned asset sales.

         -        Ongoing net income will be in the range of $0.80 to $0.90 per
                  share.

Ken Whipple, CMS Energy's chairman and chief executive officer, said CMS Energy
has made good progress in executing its back-to-basics strategy over the past
year. He noted:

         -        CMS Energy and Consumers Energy completed $2.1 billion in
                  financings in recent weeks, boosting liquidity and financial
                  flexibility, cutting interest costs, and addressing debt
                  maturities through 2004 at the parent and well into 2004 at
                  the utility.

         -        Liquidity remains strong, in excess of the Company's cash
                  balance goal of about $400 million, split between the parent
                  and the utility.

         -        The Company is continuing its efforts to significantly reduce
                  operating expenses. The capital expenditure budget was cut
                  nearly 40 percent from 2001 to 2002 and will go down another
                  35 percent to 40 percent this year.


<PAGE>

         -        The asset sales program remains on track, with about $3.7
                  billion in asset sales, including assumed debt, completed or
                  announced in 2002 and so far in 2003.

"The focus over the past year has been to increase our financial flexibility and
liquidity and implement our back-to-basics strategy. We're selling
underperforming and non-core assets. Our goal is to be a smaller, stronger
company with less business risk and more predictable earnings," Whipple said.
"The record shows we're making good progress, but there are still many
challenges ahead."

Looking ahead, Whipple noted that Consumers Energy has an important regulatory
agenda, with several key items before the Michigan Public Service Commission.
Those items include a request to securitize Clean Air Act expenses and other
costs, a gas rate increase case, and recovery of stranded costs linked to the
state's electric restructuring law.

CMS Energy 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, 313/436-9253 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.
<PAGE>
                             CMS ENERGY CORPORATION
                        Summary of Consolidated Earnings
                    Condensed Consolidated Income Statements
                      (Millions, Except Per Share Amounts)

<TABLE>
<CAPTION>
                                                            First Quarter
                                                             (Unaudited)
                                                       ------------------------
                                                         2003             2002
                                                       -------          -------
<S>                                                    <C>              <C>
OPERATING REVENUE                                      $ 1,992          $ 2,263

Operating Expenses                                       1,753            1,988
                                                       -------          -------

OPERATING INCOME                                           239              275

Other Income (Deductions)                                   (2)              14

Fixed Charges                                              119              128

Income Taxes                                                41               68

Minority Interests                                           1                -
                                                       -------          -------

INCOME FROM CONTINUING OPERATIONS                           76               93

INCOME (LOSS) FROM DISCONTINUED OPERATIONS                  27              (51)

CUMULATIVE EFFECT OF ACCOUNTING CHANGES                    (24)               -
                                                       -------          -------

NET INCOME                                             $    79          $    42
                                                       =======          =======



BASIC EARNINGS PER SHARE                               $  0.55          $  0.32
                                                       =======          =======

DILUTED EARNINGS PER SHARE                             $  0.51          $  0.32
                                                       =======          =======

</TABLE>



<PAGE>
                             CMS ENERGY CORPORATION
                        Summary of Consolidated Earnings
        Reconciliations of GAAP Net Income to Non-GAAP Ongoing Net Income
                      (Millions, Except Per Share Amounts)


<TABLE>
<CAPTION>
                                                                        First Quarter
                                                                         (Unaudited)
                                                                 --------------------------
                                                                   2003              2002
                                                                 --------          --------
<S>                                                              <C>               <C>
NET INCOME                                                       $     79          $     42

Reconciling Items:
      Discontinued Operations (Income)/Loss                           (27)               51
      Cumulative Effect of Accounting Changes:
            EITF #02-03 MTM Accounting                                 23                 -
            SFAS No. 143 Asset Retirement Obligations                   1                 -
      Net Asset (Gain)/Loss and Other                                   2               (14)
                                                                 --------          --------
Ongoing Net Income - Non-GAAP Basis                              $     78          $     79
                                                                 ========          ========

Average Number of Common Shares Outstanding
      Basic                                                           144               133
      Diluted                                                         165               138

BASIC EARNINGS PER AVERAGE COMMON SHARE OF CMS ENERGY:

Earnings Per Share As Reported                                   $   0.55          $   0.32

Reconciling Items:
      Discontinued Operations                                       (0.18)             0.38
      Cumulative Effect of Accounting Changes:
            EITF #02-03 MTM Accounting                               0.15              0.00
            SFAS No. 143 Asset Retirement Obligations                0.01              0.00
      Net Asset (Gain)/Loss and Other                                0.01             (0.10)
                                                                 --------          --------
Ongoing Net Income - Non-GAAP Basis                              $   0.54          $   0.60
                                                                 ========          ========

DILUTED EARNINGS PER AVERAGE COMMON SHARE OF CMS ENERGY:

Earnings Per Share As Reported                                   $   0.51          $   0.32

Reconciling Items:
      Discontinued Operations                                       (0.16)             0.38
      Cumulative Effect of Accounting Changes:
            EITF #02-03 MTM Accounting                               0.13              0.00
            SFAS No. 143 Asset Retirement Obligations                0.01              0.00
      Net Asset (Gain)/Loss and Other                                0.01             (0.10)
                                                                 --------          --------
Ongoing Net Income - Non-GAAP Basis                              $   0.50          $   0.60
                                                                 ========          ========

</TABLE>
<PAGE>
                             CMS ENERGY CORPORATION
                      Summarized Comparative Balance Sheets
                              (Millions of Dollars)

<TABLE>
<CAPTION>
                                                              (Unaudited)      (Unaudited)
                                                               March 31          March 31         December 31
                                                                 2003              2002              2002
                                                               --------          --------          --------
<S>                                                            <C>               <C>               <C>
ASSETS
  Cash and cash equivalents                                    $    675          $    129          $    377
  Other current assets                                            1,916             2,134             2,371
                                                               --------          --------          --------
       Total current assets                                       2,591             2,263             2,748
  Net plant and property                                          5,756             5,912             5,234
  Investments                                                     1,447             1,741             1,398
  Non-current assets                                              4,509             5,688             4,535
                                                               --------          --------          --------
  Total Assets                                                 $ 14,303          $ 15,604          $ 13,915
                                                               ========          ========          ========

STOCKHOLDERS' INVESTMENT
  AND LIABILITIES
Capitalization
          Debt
             Long-term debt (excluding
               Securitization)                                 $  4,786          $  5,032          $  4,930
             Capital leases                                         121                84               116
             Short-term                                             253               164               458
             Current portion of long-term
               debt and capital leases                              907               710               613
                                                               --------          --------          --------
             Total debt                                           6,067             5,990             6,117
          Preferred stock and securities                            927             1,228               927
          Minority interest                                          22                24                21
          Common stockholders' equity                             1,228             2,080             1,133
                                                               --------          --------          --------
          Total capitalization                                    8,244             9,322             8,198
Securitization debt                                                 446               469               453
Current liabilities                                               1,589             2,085             1,800
Non-current liabilities                                           4,024             3,728             3,464
                                                               --------          --------          --------
Total Stockholders' Investment and Liabilities                 $ 14,303          $ 15,604          $ 13,915
                                                               ========          ========          ========

Memo Only:  Total Debt, excluding securitization,
       and including Panhandle                                 $  7,266          $  7,294          $  7,317
</TABLE>


                             CMS ENERGY CORPORATION
                       Summarized Statements of Cash Flows
                              (Millions of Dollars)

<TABLE>
<CAPTION>
                                                                     First Quarter
                                                                      (Unaudited)
                                                               --------------------------
                                                                 2003              2002
                                                               --------          --------
<S>                                                            <C>               <C>
Beginning of Period Cash                                       $    377          $    127
                                                               --------          --------
       Cash provided by operating activities                   $    400          $    249
       Cash provided by (used in) investing activities              (53)              794
       Cash used in financing activities                            (50)           (1,040)
                                                               --------          --------
             Total Cash Flow                                   $    297          $      3
                                                               --------          --------
Currency Translation Adjustment                                $      1          $     (1)
                                                               --------          --------
End of Period Cash                                             $    675          $    129
                                                               ========          ========


</TABLE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
