-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 Rq4gHRfZANqxPL3+fzuJmWuePWT8TFf5LDL2oeJAYTjgAOVczARecJw2DI9CdDN+
 4uuIkrdHjpNhcEXOCpcigw==

<SEC-DOCUMENT>0000950124-07-001009.txt : 20070222
<SEC-HEADER>0000950124-07-001009.hdr.sgml : 20070222
<ACCEPTANCE-DATETIME>20070222111721
ACCESSION NUMBER:		0000950124-07-001009
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20070222
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20070222
DATE AS OF CHANGE:		20070222

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:		07640883

	BUSINESS ADDRESS:	
		STREET 1:		ONE ENERGY PLAZA
		CITY:			JACKSON
		STATE:			MI
		ZIP:			49201
		BUSINESS PHONE:		5177881031

	MAIL ADDRESS:	
		STREET 1:		ONE ENERGY PLAZA
		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:		07640884

	BUSINESS ADDRESS:	
		STREET 1:		ONE ENERGY PLAZA
		CITY:			JACKSON
		STATE:			MI
		ZIP:			49201
		BUSINESS PHONE:		5177881031

	MAIL ADDRESS:	
		STREET 1:		ONE ENERGY PLAZA
		CITY:			JACKSON
		STATE:			MI
		ZIP:			49201
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>k12630e8vk.txt
<DESCRIPTION>CURRENT REPORT DATED FEBRUARY 22, 2007
<TEXT>
<PAGE>

================================================================================

                                  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) FEBRUARY 22, 2007

<TABLE>
<CAPTION>
   COMMISSION        REGISTRANT; STATE OF INCORPORATION;       IRS EMPLOYER
   FILE NUMBER          ADDRESS; AND TELEPHONE NUMBER        IDENTIFICATION NO.
   -----------       -----------------------------------     ------------------
<S>                  <C>                                     <C>
     1-9513                CMS ENERGY CORPORATION               38-2726431
                          (A MICHIGAN CORPORATION)
                              ONE ENERGY PLAZA
                           JACKSON, MICHIGAN 49201
                               (517) 788-0550

     1-5611                CONSUMERS ENERGY COMPANY             38-0442310
                           (A MICHIGAN CORPORATION)
                               ONE ENERGY PLAZA
                            JACKSON, MICHIGAN 49201
                               (517) 788-0550
</TABLE>

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))

================================================================================

<PAGE>

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On February 22, 2007, CMS Energy Corporation ("CMS Energy") issued a News
Release, in which it announced its 2006 results and 2007 and 2008 adjusted
earnings guidance. Attached as Exhibit 99 to this report and incorporated herein
by reference is a copy of the CMS Energy News Release, furnished as a part of
this report.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(C) EXHIBITS.

99. CMS Energy Corporation News Release dated February 22, 2007

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 RISK FACTORS" found in the
MANAGEMENT'S DISCUSSION AND ANALYSIS sections of CMS Energy's and Consumers
Energy Company's Forms 10-Q for the Quarter Ended September 30, 2006 (CMS
Energy's and Consumers Energy Company's "Forward-Looking Statements and Risk
Factors" sections are both incorporated herein by reference), that discuss
important factors that could cause CMS Energy's and Consumers Energy 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: February 22, 2007


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


                                        CONSUMERS ENERGY COMPANY

Dated: February 22, 2007


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

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EX.   DESCRIPTION
- ---   -----------
<S>   <C>
99.   CMS Energy Corporation News Release dated February 22, 2007
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>k12630exv99.txt
<DESCRIPTION>NEWS RELEASE DATED FEBRUARY 22, 2007
<TEXT>
<PAGE>

(CMS ENERGY LOGO)                                                  NEWS RELEASE

                                                                     EXHIBIT 99

                    CMS ENERGY REPORTS 2006 FINANCIAL RESULTS
             AND ANNOUNCES 2007 AND 2008 ADJUSTED EARNINGS GUIDANCE

          JACKSON, Mich., Feb. 22, 2007 - CMS Energy announced today a reported
net loss of $90 million, or $0.41 per share, for 2006, compared to a reported
net loss of $94 million, or $0.44 per share, for 2005.

          CMS Energy's adjusted 2006 net income, which excludes impairment
charges and other items, was $142 million, or $0.57 per share, compared to $295
million, or $1.39 per share for 2005. Adjusted 2006 net income without the
expected reversal of previous mark-to-market gains was $254 million, or $1.08
per share, up from $204 million, or $0.96 per share, for 2005.

          The 2006 reported net loss includes the effects of two previously
announced non-cash, after-tax charges:

          --   A third-quarter impairment charge of $169 million, or $0.76 per
               share, related to CMS Energy's 50 percent interest in the Atacama
               power plant and pipeline in Chile and Argentina.

          --   A fourth-quarter charge of $80 million, or $0.36 per share,
               linked to a preliminary agreement to settle shareholder class
               action lawsuits linked to round-trip energy trading.

          For the fourth quarter of 2006, CMS Energy announced a reported net
loss of $32 million, or $0.15 per share, compared to a reported net loss of $6
million, or $0.03 per share, for the same period in 2005.

          Adjusted net income for the fourth quarter of 2006 was $73 million, or
$0.33 per share, up from $1 million, or less than $0.01 per share, for the
fourth quarter of 2005. Adjusted fourth quarter net income, without
mark-to-market effects, was $60 million, or $0.27 per share, compared to $41
million, or $0.19 per share, for the fourth quarter of 2005.

          CMS Energy recently announced plans to sell the bulk of its
international businesses and its non-utility natural gas assets in northern
Michigan. Those sales are expected to be completed in 2007. The sales are
contingent upon meeting deal-related closing conditions and receiving necessary
regulatory and other approvals, and the successful execution of a bid sale of
CMS Energy's remaining businesses in Latin America and in Jamaica.

<PAGE>

          Proceeds from the sales are expected to be used to retire part of the
parent company debt and for general corporate purposes, including investments in
CMS Energy's Michigan utility, Consumers Energy.

          As the businesses are sold, 2007 net income is expected to drop, with
an expected earnings reduction of about $0.30 per share, including interest
savings. That led CMS Energy to set its 2007 adjusted earnings guidance at about
$0.80 per share. The company expects 2008 adjusted earnings of about $1.20 per
share as increased earnings from investments in Consumers Energy and lower
interest costs are anticipated to offset the earnings lost from the sales. CMS
Energy anticipates that its 2007, and possibly 2008, reported (Generally
Accepted Accounting Principles) earnings will be lower than its adjusted
earnings, primarily due to the expected effect of asset sales. CMS Energy isn't
providing reported earnings guidance because of the uncertainties associated
with those factors.

          "We will be in transition in 2007 as we lose earnings from the
businesses being sold and realize the benefits of our increased investments in
Consumers Energy later. The asset sales should allow us to accelerate our
financial improvement plan, and our adjusted earnings trend should be back on
track in 2008," said David Joos, president and chief executive officer of CMS
Energy.

          CMS Energy (NYSE: CMS) is a Michigan-based company that has as its
primary business operations an electric and natural gas utility, natural gas
pipeline systems, and independent power generation.

                                      # # #

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.
Mark-to-market is a non-cash accounting adjustment that primarily reflects
changes in the market value of certain natural gas contracts. Earnings guidance
is provided on an adjusted basis including mark-to-market impacts.

<PAGE>

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 Risk Factors" found in the
Management Discussion and Analysis sections of CMS Energy's and Consumers
Energy's Forms 10-Q for the quarter ended Sept. 30, 2006 (CMS Energy's and
Consumers Energy's "Forward-Looking Statements and Risk Factors" sections are
both incorporated herein by reference), that 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

<PAGE>

                             CMS Energy Corporation
                     SUMMARIZED STATEMENTS OF INCOME (LOSS)
                    Condensed Consolidated Income Statements
                     (In Millions, Except Per Share Amounts)

<TABLE>
<CAPTION>
                                                       Fourth Quarter
                                                        (Unaudited)      Twelve Months
                                                      ---------------   ---------------
                                                       2006     2005     2006     2005
                                                      ------   ------   ------   ------
<S>                                                   <C>      <C>      <C>      <C>
Operating Revenue                                     $1,920   $1,906   $6,810   $6,288
Earnings from Equity Method Investees                     26       33       89      125
Operating Expenses                                     1,847    1,955    6,473    5,503
Asset Impairment Charges                                 220       --      459    1,184
                                                      ------   ------   ------   ------
Operating Loss                                        $ (121)  $  (16)  $  (33)  $ (274)
Other Income (Deductions)                                108      (20)     201       57
Fixed Charges                                            124       93      511      489
                                                      ------   ------   ------   ------
Loss before Minority Interests                        $ (137)  $ (129)  $ (343)  $ (706)
Minority Interests (Obligations)                         (73)     (60)    (100)    (440)
                                                      ------   ------   ------   ------
Loss before Income Taxes                              $  (64)  $  (69)  $ (243)  $ (266)
Income Tax Benefit                                       (33)     (52)    (158)    (168)
                                                      ------   ------   ------   ------
Loss from Continuing Operations                       $  (31)  $  (17)  $  (85)  $  (98)
Income from Discontinued Operations                        2       14        6       14
                                                      ------   ------   ------   ------
Net Loss                                              $  (29)  $   (3)  $  (79)  $  (84)
Preferred Dividends                                        3        3       11       10
                                                      ------   ------   ------   ------
Net Loss Available to Common Stockholders             $  (32)  $   (6)  $  (90)  $  (94)
                                                      ======   ======   ======   ======
Loss Per Share
   Basic                                              $(0.15)  $(0.03)  $(0.41)  $(0.44)
   Diluted                                             (0.15)   (0.03)   (0.41)   (0.44)
</TABLE>


                                   Page 1 of 3

<PAGE>

                             CMS Energy Corporation
                      SUMMARIZED COMPARATIVE BALANCE SHEETS
                                  (In Millions)

<TABLE>
<CAPTION>
                                                      December 31   December 31
                                                         2006          2005
                                                      -----------   -----------
<S>                                                   <C>           <C>
ASSETS
Cash and cash equivalents                               $   351       $   847
Restricted cash                                              71           198
Other current assets                                      2,721         2,875
                                                        -------       -------
   Total current assets                                 $ 3,143       $ 3,920
Net plant and property                                    7,976         7,845
Investments                                                 598           725
Non-current assets                                        3,654         3,551
                                                        -------       -------
Total Assets                                            $15,371       $16,041
                                                        =======       =======
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)                           $ 6,373       $ 6,464
      FIN 46 debt and finance leases                        275           897
                                                        -------       -------
   Total debt and capital and finance leases            $ 6,648       $ 7,361
   Preferred stock and securities                           305           305
   Minority interest                                         91           333
   Common stockholders' equity                            2,234         2,322
                                                        -------       -------
   Total capitalization                                 $ 9,278       $10,321
Securitization debt                                         340           370
Current liabilities                                       1,590         1,689
Non-current liabilities                                   4,163         3,661
                                                        -------       -------
Total Stockholders' Investment and Liabilities          $15,371       $16,041
                                                        =======       =======
</TABLE>

(*)   Current and long-term

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

<TABLE>
<CAPTION>
                                                      Twelve Months
                                                      -------------
                                                       2006    2005
                                                      -----   -----
<S>                                                   <C>     <C>
Beginning of Period Cash                              $ 847   $ 669
Cash provided by operating activities                 $ 688   $ 599
Cash used in investing activities                      (751)   (494)
                                                      -----   -----
Cash flow from operating and investing activities     $ (63)  $ 105
Cash provided by (used in) financing activities        (434)     74
Currency Translation Adjustment                           1      (1)
                                                      -----   -----
Total Cash Flow                                       $(496)  $ 178
                                                      -----   -----
End of Period Cash                                    $ 351   $ 847
                                                      =====   =====
</TABLE>


                                   Page 2 of 3

<PAGE>

                             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)

<TABLE>
<CAPTION>
                                                      Fourth Quarter
                                                        (Unaudited)      Twelve Months
                                                      ---------------   ---------------
                                                       2006     2005     2006     2005
                                                      ------   ------   ------   ------
<S>                                                   <C>      <C>      <C>      <C>
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS             $  (32)  $   (6)  $  (90)  $  (94)

Reconciling Items:
   Discontinued Operations Income                         (2)     (14)      (6)     (14)
   Net Asset Sales (Gains) Losses and Other               27       21      (11)      18
   Shareholder Class Action Settlement                    80       --       80       --
   Asset Impairment Charges                               --       --      169      385
                                                      ------   ------   ------   ------
Adjusted Net Income - Non-GAAP Basis, Including MTM   $   73   $    1   $  142   $  295
Mark-to-market (Gains) Losses                            (13)      40      112      (91)
                                                      ------   ------   ------   ------
Adjusted Net Income - Non-GAAP Basis, Excluding MTM   $   60   $   41   $  254   $  204
                                                      ======   ======   ======   ======
Average Number of Common Shares Outstanding
   Basic                                                 221      219      220      212
   Diluted                                               221      219      220      212

BASIC EARNINGS (LOSS) PER AVERAGE COMMON SHARE
Loss Per Share as Reported                            $(0.15)  $(0.03)  $(0.41)  $(0.44)
Reconciling Items:
   Discontinued Operations Income                      (0.01)   (0.06)   (0.03)   (0.07)
   Net Asset Sales (Gains) Losses and Other             0.13     0.09    (0.04)    0.08
   Shareholder Class Action Settlement                  0.36       --     0.36       --
   Asset Impairment Charges                               --       --     0.76     1.82
                                                      ------   ------   ------   ------
Adjusted Net Income - Non-GAAP Basis, Including MTM   $ 0.33   $   --   $ 0.64   $ 1.39
Mark-to-market (Gains) Losses                          (0.06)    0.19     0.51    (0.43)
                                                      ------   ------   ------   ------
Adjusted Net Income - Non-GAAP Basis, Excluding MTM   $ 0.27   $ 0.19   $ 1.15   $ 0.96
                                                      ======   ======   ======   ======

DILUTED EARNINGS (LOSS) PER AVERAGE COMMON SHARE
Loss Per Share as Reported                            $(0.15)  $(0.03)  $(0.41)  $(0.44)
Reconciling Items:
   Discontinued Operations Income                      (0.01)   (0.06)   (0.03)   (0.07)
   Net Asset Sales (Gains) Losses and Other             0.13     0.09    (0.11)    0.08
   Shareholder Class Action Settlement                  0.36       --     0.36       --
   Asset Impairment Charges                               --       --     0.76     1.82
                                                      ------   ------   ------   ------
Adjusted Net Income - Non-GAAP Basis, Including MTM   $ 0.33   $   --   $ 0.57   $ 1.39
Mark-to-market (Gains) Losses                          (0.06)    0.19     0.51    (0.43)
                                                      ------   ------   ------   ------
Adjusted Net Income - Non-GAAP Basis, Excluding MTM   $ 0.27   $ 0.19   $ 1.08   $ 0.96
                                                      ======   ======   ======   ======
</TABLE>

Note: 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 these
      summary financial statements. Mark-to-market is a non-cash accounting
      adjustment that primarily reflects changes in the market value of certain
      natural gas contracts.


                                  Page 3 of 3
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
