CMS-B CMS Energy Corporation

 

 

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 26, 2023

 

Commission		Registrant; State of Incorporation;		IRS Employer
File Number		Address; and Telephone Number		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))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange  on which registered
CMS Energy Corporation Common Stock, $0.01 par value		CMS		New York Stock Exchange
CMS Energy Corporation 5.625% Junior Subordinated Notes due 2078		CMSA		New York Stock Exchange
CMS Energy Corporation 5.875% Junior Subordinated Notes due 2078		CMSC		New York Stock Exchange
CMS Energy Corporation 5.875% Junior Subordinated Notes due 2079		CMSD		New York Stock Exchange
CMS Energy Corporation, Depositary Shares, each representing a 1/1,000th interest in a share of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C		CMS PRC		New York Stock Exchange
Consumers Energy Company Cumulative Preferred Stock, $100 par value: $4.50 Series		CMS-PB		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  Emerging growth company:  CMS Energy Corporation ¨        Consumers Energy Company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  CMS Energy Corporation ¨  Consumers Energy Company ¨

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On October 26, 2023, CMS Energy Corporation (“CMS Energy”) issued a News Release, in which it announced its 2023 third quarter results. 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. Other than forward-looking earnings guidance, Exhibit 99.1 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. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, business optimization initiative, changes in accounting principles, voluntary separation program, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses from mark-to-market adjustments, recognized in net income related to NorthStar Clean Energy’s interest expense, or other items. Management views adjusted earnings as a key measure of the company’s present operating financial performance and uses adjusted earnings for external communications with analysts and investors. Internally, the company uses adjusted earnings to measure and assess performance. Because CMS Energy is not able to estimate the impact of specific line items, which have the potential to significantly impact, favorably or unfavorably, reported earnings in future periods, Exhibit 99.1 does not contain reported earnings guidance nor a reconciliation for the comparable future period earnings. The adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for the reported earnings. All references to net income refer to net income available to common stockholders and references to earnings per share are on a diluted basis.

 

Item 7.01. Regulation FD Disclosure.

 

The information set forth in the CMS Energy News Release dated October 26, 2023, attached as Exhibit 99.1, is incorporated by reference in response to this Item 7.01.

 

CMS Energy will hold a webcast to discuss its 2023 third quarter results and provide a business and financial outlook on October 26 at 9:30 a.m. (ET). A copy of the CMS Energy presentation is furnished as Exhibit 99.2 to this report. A webcast of the presentation will be available on the CMS Energy website, www.cmsenergy.com.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, 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 routinely posts important information on its website and considers the Investor Relations section, www.cmsenergy.com/investor-relations, a channel of distribution.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

	Exhibit Index
99.1		CMS Energy News Release dated October 26, 2023
99.2		CMS Energy presentation dated October 26, 2023
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

 

 

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 26, 2023	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer
		CONSUMERS ENERGY COMPANY
Dated: October 26, 2023	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer

  

 

 

Exhibit 99.1

 

 

CMS Energy Announces Third Quarter Results, Introduces 2024 Guidance

 

JACKSON, Mich., Oct. 26, 2023 – CMS Energy announced today reported earnings per share of $0.60 for the third quarter of 2023, compared to $0.56 per share for the same quarter in 2022. The company’s adjusted earnings per share for the third quarter of 2023 were $0.61, compared to $0.56 per share for the same quarter in 2022.  For the first nine months of the year, the company reported $1.96 per share compared to $2.27 per share for the same timeframe in 2022. On an adjusted earnings per share basis year to date, the company reported $2.06 per share in 2023, compared to $2.29 per share in 2022.

 

CMS Energy reaffirmed its 2023 adjusted earnings guidance of $3.06 to $3.12* per share (*See below for important information about non-GAAP measures) and the long-term adjusted EPS growth of 6 to 8 percent, with a continued confidence toward the high end. The Company also introduced 2024 adjusted earnings guidance of $3.27 to $3.33 per share.

 

“CMS Energy is well positioned heading into the fourth quarter as we continue to execute on cost savings to offset weather-related headwinds. During the quarter, we were also pleased to introduce our electric Reliability Roadmap which will improve the reliability of our system and support a modernized grid for our customers,” said Garrick Rochow, President and CEO of CMS Energy and Consumers Energy.

 

CMS Energy (NYSE: CMS) is a Michigan-based energy provider featuring Consumers Energy as its primary business. It also owns and operates independent power generation businesses.

 

# # #

 

 

CMS Energy will hold a webcast to discuss its 2023 third quarter results and provide a business and financial outlook on Thursday, October 26 at 9:30 a.m. (EDT). To participate in the webcast, go to CMS Energy’s homepage (cmsenergy.com) and select “Events and Presentations.”

 

Important information for investors about non-GAAP measures and other disclosures.

 

This news release contains non-Generally Accepted Accounting Principles (non-GAAP) measures, such as adjusted earnings. All references to net income refer to net income available to common stockholders and references to earnings per share are on a diluted basis. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, business optimization initiative, changes in accounting principles, voluntary separation program, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses from mark-to-market adjustments recognized in net income related to NorthStar Clean Energy's interest expense, or other items. Management views adjusted earnings as a key measure of the company's present operating financial performance and uses adjusted earnings for external communications with analysts and investors. Internally, the company uses adjusted earnings to measure and assess performance. Because the company is not able to estimate the impact of specific line items, which have the potential to significantly impact, favorably or unfavorably, the company's reported earnings in future periods, the company is not providing reported earnings guidance nor is it providing a reconciliation for the comparable future period earnings. The company's adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for the 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 routinely posts important information on its website and considers the Investor Relations section, www.cmsenergy.com/investor-relations, a channel of distribution.

 

For more information on CMS Energy, please visit our website at cmsenergy.com.

To sign up for email alert notifications, please visit the Investor Relations section of our website.

 

Media Contacts: Katie Carey, 517/740-1739

 

Investment Analyst Contact: Travis Uphaus, 517/817-9241

 

 

Page 1 of 3

 

CMS ENERGY CORPORATION

Consolidated Statements of Income 

(Unaudited)

 

		In Millions, Except Per Share Amounts
		Three Months Ended								Nine Months Ended
		9/30/23				9/30/22				9/30/23				9/30/22
Operating revenue		$	1,673			$	2,024			$	5,512			$	6,318
Operating expenses			1,402				1,766				4,683				5,365
Operating Income			271				258				829				953
Other income			77				54				279				145
Interest charges			164				130				471				380
Income Before Income Taxes			184				182				637				718
Income tax expense			11				19				81				72
Income From Continuing Operations			173				163				556				646
Income from discontinued operations, net of tax			-				-				1				4
Net Income			173				163				557				650
Loss attributable to noncontrolling interests			(3	)			(2	)			(21	)			(16	)
Net Income Attributable to CMS Energy			176				165				578				666
Preferred stock dividends			2				2				7				7
Net Income Available to Common Stockholders		$	174			$	163			$	571			$	659
Diluted Earnings Per Average Common Share
Income from continuing operations per average common share available to common stockholders		$	0.60			$	0.56			$	1.96			$	2.26
Income from discontinued operations per average common share available to common stockholders			-				-				-				0.01
Diluted earnings per average common share		$	0.60			$	0.56			$	1.96			$	2.27

 

 

Page 2 of 3

 

CMS ENERGY CORPORATION

Summarized Consolidated Balance Sheets

(Unaudited)

 

		In Millions
		As of
		9/30/23				12/31/22
Assets
Current assets
Cash and cash equivalents		$	157			$	164
Restricted cash and cash equivalents			27				18
Other current assets			2,265				3,251
Total current assets			2,449				3,433
Non-current assets
Plant, property, and equipment			24,694				22,713
Other non-current assets			5,370				5,207
Total Assets		$	32,513			$	31,353
Liabilities and Equity
Current liabilities (1)		$	1,429			$	1,866
Non-current liabilities (1)			7,859				7,583
Capitalization
Debt and finance leases (excluding securitization debt) (2)			15,311				14,139
Preferred stock and securities			224				224
Noncontrolling interests			572				580
Common stockholders' equity			6,962				6,791
Total capitalization (excluding securitization debt)			23,069				21,734
Securitization debt (2)			156				170
Total Liabilities and Equity		$	32,513			$	31,353

 

(1)	Excludes debt and finance leases.
(2)	Includes current and non-current portions.

 

CMS ENERGY CORPORATION

Summarized Consolidated Statements of Cash Flows

(Unaudited)

 

		In Millions
		Nine Months Ended
			9/30/23				9/30/22
Beginning of Period Cash and Cash Equivalents, Including Restricted Amounts		$	182			$	476
Net cash provided by operating activities			1,904				667
Net cash used in investing activities			(2,737	)			(1,808	)
Cash flows from operating and investing activities			(833	)			(1,141	)
Net cash provided by financing activities			835				860
Total Cash Flows		$	2			$	(281	)
End of Period Cash and Cash Equivalents, Including Restricted Amounts		$	184			$	195

 

 

Page 3 of 3

 

CMS ENERGY CORPORATION

Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income

(Unaudited)

 

		In Millions, Except Per Share Amounts
		Three Months Ended									Nine Months Ended
			9/30/23				9/30/22				9/30/23				9/30/22
Net Income Available to Common Stockholders		$	174			$	163			$	571			$	659
Reconciling items:
Disposal of discontinued operations gain			-				-				(1	)			(5	)
Tax impact			-				-				*				1
Other exclusions from adjusted earnings**			1				*				6				(1	)
Tax impact			(1	)			(*	)			(2	)			*
Voluntary separation program			5				(*	)			33				11
Tax impact			(1	)			*				(8	)			(3	)
Adjusted net income – non-GAAP		$	178			$	163			$	599			$	662
Average Common Shares Outstanding - Diluted			291.4				290.1				291.3				290.0
Diluted Earnings Per Average Common Share
Reported net income per share		$	0.60			$	0.56			$	1.96			$	2.27
Reconciling items:
Disposal of discontinued operations gain			-				-				(*	)			(0.01	)
Tax impact			-				-				*				*
Other exclusions from adjusted earnings**			*				*				0.02				(*	)
Tax impact			(*	)			(*	)			(*	)			*
Voluntary separation program			0.01				(*	)			0.11				0.04
Tax impact			(*	)			*				(0.03	)			(0.01	)
Adjusted net income per share – non-GAAP		$	0.61			$	0.56			$	2.06			$	2.29

 

*

Less than $0.5 million or $0.01 per share.

**

Includes restructuring costs, business optimization initiative, and unrealized gains or losses from mark-to-market adjustments, recognized in net income related to NorthStar Clean Energy's interest expense.

 

Management views adjusted (non-Generally Accepted Accounting Principles) earnings as a key measure of the Company's present operating financial performance and uses adjusted earnings for external communications with analysts and investors.  Internally, the Company uses adjusted earnings to measure and assess performance.  Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, business optimization initiative, changes in accounting principles, voluntary separation program, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses from mark-to-market adjustments, recognized in net income related to NorthStar Clean Energy’s interest expense, or other items. The adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for reported earnings.  

 

 

 

Exhibit 99.2

 

 

Leading the CLEAN ENERGY TRANSFORMATION Third Quarter 2023 Results & Outlook October 26, 2023

2 Enter “so what” if necessary – Century Gothic, Bold, Size 18 or smaller This presentation is made as of the date hereof and contains “forward - looking statements” as defined in Rule 3b - 6 of the Securit ies Exchange Act of 1934, Rule 175 of the Securities Act of 1933, and relevant legal decisions. The forward - looking statements are subject to risks and uncertainties. All forward - lo oking 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 Commissi on filings. Forward - looking statements should be read in conjunction with “FORWARD - LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections of CMS Energy’s and Consumers Energy’s most recent Form 10 - K and as updated in reports CMS Energy and Consumers Energy file with the Securities and Exchange Commission. CMS Energy’s and Cons ume rs Energy’s “FORWARD - LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections are incorporated herein by reference and discuss important factors th at could cause CMS Energy’s and Consumers Energy’s results to differ materially from those anticipated in such statements. CMS Energy and Consumers Energy undertake no ob ligation to update any of the information presented herein to reflect facts, events or circumstances after the date hereof. The presentation also includes non - GAAP measures when describing CMS Energy’s results of operations and financial performance. A reconciliation of each of these measures to the most directly comparable GAAP measure is included in the appendix and posted on our website at www.cmsenergy.com . Investors and others should note that CMS Energy routinely posts important information on its website and considers the Inves tor Relations section, www.cmsenergy.com/investor - relations , a channel of distribution. Presentation endnotes are included after the appendix. 2

3 Investment Thesis . . . . . . is simple, clean and lean. Infrastructure Renewal Constructive Legislation Strong Cash Flow & Balance Sheet Clean Energy Leader Diversified Service Territory Two decades of industry - leading financial performance Affordable Prices Industry - leading net zero commitments Excellence through the Top - tier regulatory jurisdiction a Premium total shareholder r eturn 6% to 8% adjusted EPS growth + ~3% dividend yield Presentation endnotes are included after the appendix.

4 Electric Reliability Roadmap . . . . . . improves reliability, resiliency, and s upports a modernized grid. Capital Investment Opportunity (5 - year) Presentation endnotes are included after the appendix. Actions & Customer Benefits Prior Plan Current Filing ~$4B ~$7B +$3B Actions : • Vegetation management to a 7 - year trim cycle • Up to 400 miles of annual undergrounding • Replace >20K poles per year • Rebuild ~10% of substations within 5 years • Updated design standards & construction • Advanced technology & grid automation Customer Benefits (Short & Long - Term) : • Fewer and shorter power outages • Delivering reliability performance into the 2 nd quartile of utilities a • No outage will affect >100K customers • No customer will be without power for more than 24 hours

5 2023 Michigan’s Strong Regulatory Environment . . . . . . ensures forward - looking visibility. 2022 Integrated Resource Plan (IRP) Electric Dec. 22 nd : Settlement Filed $161M, 9.9% ROE U - 21224 x x Jun. 23 rd : Settlement Approved U - 21090 Jul. 7 th : Settlement Approved $170M, 9.9% ROE U - 21148 x Supportive Energy Law • Timely recovery of investments x Forward - looking test years x 10 - month rate cases x Earn authorized ROEs x Monthly fuel adjustment trackers (PSCR/GCR) • Supportive incentives x Constructive ROEs x 10.7% ROE for Renewable Portfolio Standard x Energy efficiency incentive x FCM adder on PPAs • Appointed Commissioners Gas Jan. 19, 2023 Approved Aug. 30 th : Settlement Approved $95M, 9.9% ROE U - 21308 Sept. 1 9 th : Revised $ 169 M 10.25% ROE U - 21389 x Dec. 2023: File Rate Case

6 Commentary Amount Financial Results & Outlook . . . 2 023 Results Q3 Adjusted EPS YTD Adjusted EPS 61¢ $2.06 On track; managing unfavorable weather & severe storms Adjusted EPS Guidance Annual DPS $3.06 – $3.12 $1.95 Toward the high end Up 11¢ Adjusted EPS Guidance $3.27 – $3.33 Toward the high end Adjusted EPS Growth Dividend Per Share Growth 5 - yr Capital Plan ($B) +6% to +8% +6% to +8% $15.5 Toward the high end Committed to growth To be updated on Q4 call Long - term Outlook 2023 Outlook 2024 Outlook . . . on track to deliver in 2023 and beyond.

7 2023 Adjusted EPS . . . . . . managing through COVID - 19 risks. . . . continued confidence toward the high end. First Nine Months (23)¢ Three Months To - Go 40¢ – 46 ¢ Presentation endnotes are included after the appendix. 2022 Weather Rates & Investment Cost Savings & Productivity (incl. Storms) Usage, Non-Utility, Tax & Other Normal Weather Rates & Investment Cost Savings & Productivity (incl. Storms) Usage, Non-Utility, Tax & Other 2023 $3.06 – $3.12 ( 49 )¢ $2.89 20¢ 27¢ Flat Flat 2 3 ¢ – 29¢ ( 21 )¢ 17 ¢ YTD $ 2.06 YTD $ 2.29 2022 2023 Reported EPS $2.27 $1.96 Adjustments a 0.02 0.10 Adjusted EPS $ 2.29 $ 2.06 YTD EPS Results Key Drivers x Absence of 2022 voluntary refund et al. x NorthStar financial performance on track

8 . Strong Balance Sheet . . . Consumers Energy CMS Energy Senior Secured Commercial Paper Outlook Senior Unsecured Junior Subordinated Outlook Last Review A A - 2 Stable BBB BBB - Stable Aug . 2023 A1 P - 2 Stable Baa2 Baa3 Stable May 2023 A+ F - 2 Stable BBB BB+ Stable Jan. 2023 S&P Moody’s Fitch . . . m aintains credit metrics and solid investment - grade ratings. x x x x Forward - looking recovery x Constructive rate construct x Strong operating cash flow generation x 100 % fixed rate debt x Hybrid debt (w/equity credit) x Limited near - term maturities Key Strengths

9 Plan YTD ($M) ($M) Consumers Energy: First Mortgage Bonds Securitization $1,970 688 $2,025 -- CMS Energy: Contracted Equity (issued) 444 -- Convertible Debt -- 800 Retirements (incl. term loans): Consumers Energy 1,625 1,625 CMS Energy -- -- Existing Facilities $1,100M (Dec - 2027) $550M (Dec - 2027) $250M (Nov - 2024) Consumers Energy CMS Energy Financings 2023 Planned Financings . . . . . . largely completed and provide ample liquidity. Presentation endnotes are included after the appendix. ~$1 .7 B a of net liquidity x x x Funds 2024 financing needs

10 Recession Industry - Leading Financial Performance . . . . . . for two decades, regardless of conditions. 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023+ Recession Adjusted EPS a Dividend +6% to +8% Weather Help Hurt Cold winter Mild summer Hot summer Warm winter Mild summer Cold winter Summer - less Hot summer Hot summer Warm winter Mild summer Polar vortex Cold Feb warm Dec Warm winter Warm winter Hot summer Storms Hot summer Storms Governor (D) Governor (R) Governor (D) Commission (D) Commission (D) Commission (R) Commission (I) Commission (D) Dave Joos John Russell Patti Poppe K. Whipple Recession / Pandemic Presentation endnotes are included after the appendix. Hot summer Garrick Rochow

11 11 Q&A Thank You! See you at EEI

12 12 Endnotes

13 Presentation Endnotes 13 Slide 3: a RRA state regulatory energy rankings, May 2023. Regulatory Research Associates, a group within S&P Global Commodity Insights. Slide 4: a 134 minutes for IEEE benchmark year 2023 results for 2022 data in 2029 Slide 7: a See GAAP reconciliation on slide 15 Slide 9: a $ 1,538 M in unreserved revolvers + $ 118M of unrestricted cash Slide 10: a Excludes discontinued operations

14 14 GAAP Reconciliation CMS Energy provides historical financial results on both a reported (GAAP) and adjusted (non - GAAP) basis and provides forward - lo oking guidance on an adjusted basis. During an oral presentation, references to “earnings” are on an adjusted basis. All references to net income ref er to net income available to common stockholders and references to earnings per share are on a diluted basis. Adjustments could include items such as disc ont inued operations, asset sales, impairments, restructuring costs, business optimization initiative, changes in accounting principles, voluntary separation pr ogr am, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses from mark - to - market adjustments, recognized in net income related to NorthStar Clean Energy’s interest expense, or other items. Management views adjusted earnings as a key measure of the company’s present operating fina nci al performance and uses adjusted earnings for external communications with analysts and investors. Internally, the company uses adjusted earnings to mea sure and assess performance. Because the company is not able to estimate the impact of specific line items, which have the potential to significantly impa ct, favorably or unfavorably, the company's reported earnings in future periods, the company is not providing reported earnings guidance nor is it providing a rec onciliation for the comparable future period earnings. The adjusted earnings should be considered supplemental information to assist in understanding our bu sin ess results, rather than as a substitute for the reported earnings.

15 CMS ENERGY CORPORATION Reconciliation of GAAP EPS to Non - GAAP Adjusted EPS by Segment (Unaudited) Electric Utility Reported net income per share $ 0.65 $ 0.67 $ 1.39 $ 1.73 Reconciling items: Other exclusions from adjusted earnings (*) - 0.01 - Tax impact * - (*) - Voluntary separation program * (*) 0.07 0.03 Tax impact (*) * (0.02) (0.01) Adjusted net income per share – non-GAAP $ 0.65 $ 0.67 $ 1.45 $ 1.75 Gas Utility Reported net income (loss) per share $ 0.01 $ (0.05) $ 0.62 $ 0.82 Reconciling items: Other exclusions from adjusted earnings * - 0.01 - Tax impact (*) - (*) - Voluntary separation program 0.01 (*) 0.04 0.01 Tax impact (*) * (0.01) (*) Adjusted net income (loss) per share – non-GAAP $ 0.02 $ (0.05) $ 0.66 $ 0.83 NorthStar Clean Energy Reported net income per share $ 0.06 $ 0.04 $ 0.09 $ 0.09 Reconciling items: Other exclusions from adjusted earnings - - - (*) Tax impact - - - * Voluntary separation program - - - * Tax impact - - - (*) Adjusted net income per share – non-GAAP $ 0.06 $ 0.04 $ 0.09 $ 0.09 Corporate Interest and Other Reported net loss per share $ (0.12) $ (0.10) $ (0.14) $ (0.38) Reconciling items: Other exclusions from adjusted earnings - * - * Tax impact - (*) - (*) Adjusted net loss per share – non-GAAP $ (0.12) $ (0.10) $ (0.14) $ (0.38) Discontinued Operations Reported net income per share $ - $ - $ - $ 0.01 Reconciling items: Disposal of discontinued operations gain - - (*) (0.01) Tax impact - - * * Adjusted net income per share – non-GAAP $ - $ - $ - $ - Consolidated Reported net income per share $ 0.60 $ 0.56 $ 1.96 $ 2.27 Reconciling items: Disposal of discontinued operations gain - - (*) (0.01) Tax impact - - * * Other exclusions from adjusted earnings * * 0.02 (*) Tax impact (*) (*) (*) * Voluntary separation program 0.01 (*) 0.11 0.04 Tax impact (*) * (0.03) (0.01) Adjusted net income per share – non-GAAP $ 0.61 $ 0.56 $ 2.06 $ 2.29 Average Common Shares Outstanding – Diluted 291.4 290.1 291.3 290.0 * Less than $0.01 per share. In Millions, Except Per Share Amounts Three Months Ended Nine Months Ended 9/30/23 9/30/22 9/30/23 9/30/22

16 CMS ENERGY CORPORATION Reconciliation of GAAP Net Income to Non - GAAP Adjusted Net Income (Unaudited) Net Income Available to Common Stockholders $ 174 $ 163 $ 571 $ 659 Reconciling items: Disposal of discontinued operations gain - - (1) (5) Tax impact - - * 1 Other exclusions from adjusted earnings** 1 * 6 (1) Tax impact (1) (*) (2) * Voluntary separation program 5 (*) 33 11 Tax impact (1) * (8) (3) Adjusted net income – non-GAAP $ 178 $ 163 $ 599 $ 662 Average Common Shares Outstanding - Diluted 291.4 290.1 291.3 290.0 Diluted Earnings Per Average Common Share Reported net income per share $ 0.60 $ 0.56 $ 1.96 $ 2.27 Reconciling items: Disposal of discontinued operations gain - - (*) (0.01) Tax impact - - * * Other exclusions from adjusted earnings** * * 0.02 (*) Tax impact (*) (*) (*) * Voluntary separation program 0.01 (*) 0.11 0.04 Tax impact (*) * (0.03) (0.01) Adjusted net income per share – non-GAAP $ 0.61 $ 0.56 $ 2.06 $ 2.29 * Less than $0.5 million or $0.01 per share. ** Includes restructuring costs, business optimization initiative, and unrealized gains or losses from mark-to-market adjustments, recognized in net income related to NorthStar Clean Energy's interest expense. Management views adjusted (non-Generally Accepted Accounting Principles) earnings as a key measure of the Company's present operating financial performance and uses adjusted earnings for external communications with analysts and investors. Internally, the Company uses adjusted earnings to measure and assess performance. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, business optimization initiative, changes in accounting principles, voluntary separation program, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses from mark-to-market adjustments, recognized in net income related to NorthStar Clean Energy’s interest expense, or other items. The adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for reported earnings. In Millions, Except Per Share Amounts Three Months Ended Nine Months Ended 9/30/23 9/30/22 9/30/23 9/30/22

17 CMS ENERGY CORPORATION Reconciliation of GAAP Net Income to Non - GAAP Adjusted Net Income by Quarter (Unaudited) Net Income Available to Common Stockholders $ 202 $ 195 $ 174 Reconciling items: Electric utility and gas utility 3 30 6 Tax impact (1) (7) (2) NorthStar Clean Energy - - - Tax impact - - - Corporate interest and other - - - Tax impact - - - Disposal of discontinued operations gain - (1) - Tax impact - * - Adjusted Net Income – Non-GAAP $ 204 $ 217 $ 178 Average Common Shares Outstanding – Diluted 291.2 291.3 291.4 Diluted Earnings Per Average Common Share $ 0.69 $ 0.67 $ 0.60 Reconciling items: Electric utility and gas utility 0.01 0.10 0.01 Tax impact (*) (0.02) (*) NorthStar Clean Energy - - - Tax impact - - - Corporate interest and other - - - Tax impact - - - Disposal of discontinued operations gain - (*) - Tax impact - * - Adjusted Diluted Earnings Per Average Common Share – Non-GAAP $ 0.70 $ 0.75 $ 0.61 Net Income Available to Common Stockholders $ 351 $ 145 $ 163 $ 168 Reconciling items: Electric utility and gas utility - 11 (*) 10 Tax impact - (3) * (2) NorthStar Clean Energy (1) (*) - - Tax impact * * - - Corporate interest and other - * * * Tax impact - (*) (*) (*) Disposal of discontinued operations (gain) loss (5) * - - Tax impact 1 (*) - - Adjusted Net Income – Non-GAAP $ 346 $ 153 $ 163 $ 176 Average Common Shares Outstanding – Diluted 289.9 290.1 290.1 290.1 Diluted Earnings Per Average Common Share $ 1.21 $ 0.50 $ 0.56 $ 0.58 Reconciling items: Electric utility and gas utility - 0.04 (*) 0.03 Tax impact - (0.01) * (0.01) NorthStar Clean Energy (*) (*) - - Tax impact * * - - Corporate interest and other - * * * Tax impact - (*) (*) (*) Disposal of discontinued operations (gain) loss (0.01) * - - Tax impact * (*) - - Adjusted Diluted Earnings Per Average Common Share – Non-GAAP $ 1.20 $ 0.53 $ 0.56 $ 0.60 * Less than $0.5 million or $0.01 per share. In Millions, Except Per Share Amounts 2023 1Q 2Q 3Q In Millions, Except Per Share Amounts 2022 1Q 2Q 3Q 4Q

 

v3.23.3

Cover	Oct. 26, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 26, 2023
Entity File Number	1-9513
Entity Registrant Name	CMS ENERGY CORPORATION
Entity Central Index Key	0000811156
Entity Tax Identification Number	38-2726431
Entity Incorporation, State or Country Code	MI
Entity Address, Address Line One	One Energy Plaza
Entity Address, City or Town	Jackson
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	49201
City Area Code	517
Local Phone Number	788-0550
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	CMS Energy Corporation Common Stock, $0.01 par value
Trading Symbol	CMS
Security Exchange Name	NYSE
A 5.625 Junior Subordinated Notes Due 2078 Member
Document Information [Line Items]
Title of 12(b) Security	CMS Energy Corporation 5.625% Junior Subordinated Notes due 2078
Trading Symbol	CMSA
Security Exchange Name	NYSE
A 5.875 Junior Subordinated Notes Due 2078 Member
Document Information [Line Items]
Title of 12(b) Security	CMS Energy Corporation 5.875% Junior Subordinated Notes due 2078
Trading Symbol	CMSC
Security Exchange Name	NYSE
A 5.875 Junior Subordinated Notes Due 2079 Member
Document Information [Line Items]
Title of 12(b) Security	CMS Energy Corporation 5.875% Junior Subordinated Notes due 2079
Trading Symbol	CMSD
Security Exchange Name	NYSE
Depositary Shares, each representing a 1/1,000th interest in a share of 4.200% Member
Document Information [Line Items]
Title of 12(b) Security	CMS Energy Corporation, Depositary Shares, each representing a 1/1,000th interest in a share of 4.200%
Trading Symbol	CMS PRC
Security Exchange Name	NYSE
Consumers Energy Company Member
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 26, 2023
Entity File Number	1-5611
Entity Registrant Name	CONSUMERS ENERGY COMPANY
Entity Central Index Key	0000201533
Entity Tax Identification Number	38-0442310
Entity Incorporation, State or Country Code	MI
Entity Address, Address Line One	One Energy Plaza
Entity Address, City or Town	Jackson
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	49201
City Area Code	517
Local Phone Number	788-0550
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Consumers Energy Company Cumulative Preferred Stock, $100 par value: $4.50 Series
Trading Symbol	CMS-PB
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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