Cms Energy Corp 8-K, filed Oct 27, 2026
Cms Energy Corp (CMS)
About this 8-K
Cms Energy Corp filed this 8-K on October 27, 2026.
CMS Energy posted 2026 third-quarter GAAP EPS of $0.39 and adjusted EPS of $1.44, reaffirmed 2026 adjusted EPS guidance of $3.83 to $3.90 and 2027 guidance of $4.08 to $4.17, and maintained long-term adjusted EPS growth of 6 to 8 percent. AI summary
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
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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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| , each representing a 1/1,000th interest in a share of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C | ||||
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
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 ¨
| Co-Registrant Amendment Flag | |
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| Co-Registrant DocumentPeriodEndDate | |
| Co-Registrant Written Communications | |
| Co-Registrant Solicitating Materials | |
| Co-Registrant PreCommencement Tender Offer | |
| Co-Registrant PreCommencement Issuer Tender Offer |
Item 2.02. Results of Operations and Financial Condition.
On October 27, 2026, CMS Energy Corporation (“CMS Energy”) issued a News Release, in which it announced its 2026 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, major enterprise resource planning software implementations, changes in accounting principles, voluntary separation program, changes in federal and state 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 CMS Energy’s present operating financial performance and uses adjusted earnings for external communications with analysts and investors. Internally, CMS Energy 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 27, 2026, 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 2026 third quarter results and provide a business and financial outlook on October 27 at 10:00 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 27, 2026 | |
| 99.2 | CMS Energy presentation dated October 27, 2026 | |
|
104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
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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 27, 2026 | By: | /s/ Srikanth Maddipati |
| Srikanth Maddipati | ||
| Executive Vice President and Chief Financial Officer | ||
| CONSUMERS ENERGY COMPANY | ||
| Dated: October 27, 2026 | By: | /s/ Srikanth Maddipati |
| Srikanth Maddipati | ||
| Executive Vice President and Chief Financial Officer |
Exhibit 99.1
CMS Energy Announces Third Quarter Results,
Reaffirms 2026 and 2027 Adjusted EPS Guidance
JACKSON, Mich., Oct. 27, 2026 – CMS Energy announced today reported earnings per share of $0.39 for the third quarter of 2026, compared to $0.92 per share for 2025. The company’s adjusted earnings per share for the third quarter were $1.44, compared to $0.93 per share for 2025. Both the quarter and year-to-date GAAP results reflect asset impairment and restructuring activities associated with NorthStar Clean Energy. For the first nine months of the year, the company reported $1.86 per share, compared to $2.59 per share for the same timeframe in 2025. On an adjusted earnings per share basis year to date, the company reported $2.95 per share in 2026, compared to $2.66 per share in 2025.
| 2026 Financial Results** | ||||||||
| Financial Results | Q3 | YTD | ||||||
| Reported Total EPS (GAAP) | $ | 0.39 | $ | 1.86 | ||||
| Asset impairment and restructuring activities | 1.08 | 1.09 | ||||||
| Other | (0.03 | ) | (0.00 | ) | ||||
| Adjusted EPS (non-GAAP) | $ | 1.44 | $ | 2.95 | ||||
“I’m pleased with the progress in the restructuring of NorthStar Clean Energy,” said Garrick Rochow, President and CEO of CMS Energy and Consumers Energy. “This restructuring further strengthens our utility-focused business model, enhances earnings quality, provides greater financial flexibility, and positions us to make the long-term utility investments needed to serve our customers and grow our communities.”
CMS Energy reaffirmed its 2026 adjusted earnings guidance of $3.83 to $3.90 per share*, (*See below for important information about non-GAAP measures) 2027 adjusted earnings guidance of $4.08 to $4.17, and long-term adjusted EPS growth of 6 to 8 percent, with continued confidence toward the high end.
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 2026 third quarter results and provide a business and financial outlook on Tuesday, October 27 at 10:00 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, major enterprise resource planning software implementations, changes in accounting principles, voluntary separation program, changes in federal and state 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.
**Per-share impacts are calculated independently for each reporting period in accordance with ASC 260 and may not be additive due to differences in weighted-average shares outstanding between periods.
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.
Media Contacts: Katie Carey, 517/740-1739
Investment Analyst Contact: Travis Uphaus, 517/768-3114
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CMS ENERGY CORPORATION
Consolidated Statements of Income
(Unaudited)
| In Millions, Except Per Share Amounts | ||||||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||
| 9/30/26 | 9/30/25 | 9/30/26 | 9/30/25 | |||||||||||||
| Operating revenue | $ | 2,183 | $ | 2,021 | $ | 6,742 | $ | 6,306 | ||||||||
| Operating expenses | 2,136 | 1,540 | 5,941 | 5,014 | ||||||||||||
| Operating Income | 47 | 481 | 801 | 1,292 | ||||||||||||
| Other income | 54 | 62 | 204 | 249 | ||||||||||||
| Interest charges | 214 | 203 | 627 | 588 | ||||||||||||
| Income (Loss) Before Income Taxes | (113 | ) | 340 | 378 | 953 | |||||||||||
| Income tax expense (benefit) | (22 | ) | 68 | 96 | 193 | |||||||||||
| Net Income (Loss) | (91 | ) | 272 | 282 | 760 | |||||||||||
| Loss attributable to noncontrolling interests, including impairment $(102), $—, $(102), and $— | (214 | ) | (5 | ) | (301 | ) | (22 | ) | ||||||||
| Net Income Attributable to CMS Energy | 123 | 277 | 583 | 782 | ||||||||||||
| Preferred stock dividends | 2 | 2 | 7 | 7 | ||||||||||||
| Net Income Available to Common Stockholders | $ | 121 | $ | 275 | $ | 576 | $ | 775 | ||||||||
| Diluted Earnings Per Average Common Share | $ | 0.39 | $ | 0.92 | $ | 1.86 | $ | 2.59 | ||||||||
Page 2 of 3
CMS ENERGY CORPORATION
Summarized Consolidated Balance Sheets
(Unaudited)
| In Millions | ||||||||
| As of | ||||||||
| 9/30/26 | 12/31/25 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 451 | $ | 509 | ||||
| Restricted cash and cash equivalents | 102 | 106 | ||||||
| Assets held for sale | 43 | - | ||||||
| Other current assets | 2,610 | 2,857 | ||||||
| Total current assets | 3,206 | 3,472 | ||||||
| Non-current assets | ||||||||
| Plant, property, and equipment | 31,940 | 30,680 | ||||||
| Assets held for sale | 783 | - | ||||||
| Other non-current assets | 5,754 | 5,789 | ||||||
| Total Assets | $ | 41,683 | $ | 39,941 | ||||
| Liabilities and Equity | ||||||||
| Current liabilities (1) | ||||||||
| Liabilities held for sale | $ | 14 | $ | - | ||||
| Other current liabilities | 2,116 | 2,592 | ||||||
| Total current liabilities | 2,130 | 2,592 | ||||||
| Non-current liabilities (1) | ||||||||
| Liabilities held for sale | 87 | - | ||||||
| Other non-current liabilities | 8,964 | 8,740 | ||||||
| Total non-current liabilities | 9,051 | 8,740 | ||||||
| Capitalization | ||||||||
| Debt and finance leases (excluding securitization debt) (2) | 19,728 | 18,313 | ||||||
| Preferred stock and securities | 224 | 224 | ||||||
| Noncontrolling interests | 569 | 567 | ||||||
| Common stockholders' equity | 9,502 | 8,920 | ||||||
| Total capitalization (excluding securitization debt) | 30,023 | 28,024 | ||||||
| Securitization debt (2) | 479 | 585 | ||||||
| Total Liabilities and Equity | $ | 41,683 | $ | 39,941 | ||||
(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 | ||||||||
| 9/30/26 | 9/30/25 | |||||||
| Beginning of Period Cash and Cash Equivalents, Including Restricted Amounts | $ | 615 | $ | 178 | ||||
| Net cash provided by operating activities | 1,798 | 1,757 | ||||||
| Net cash used in investing activities | (3,111 | ) | (2,926 | ) | ||||
| Cash flows from operating and investing activities | (1,313 | ) | (1,169 | ) | ||||
| Net cash provided by financing activities | 1,277 | 1,423 | ||||||
| Total Cash Flows | $ | (36 | ) | $ | 254 | |||
| End of Period Cash and Cash Equivalents, Including Restricted Amounts (3) | $ | 579 | $ | 432 | ||||
(3) Includes cash and cash equivalents classified as current assets held for sale.
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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 | |||||||||||||||
| 9/30/26 | 9/30/25 | 9/30/26 | 9/30/25 | |||||||||||||
| Net Income Available to Common Stockholders | $ | 121 | $ | 275 | $ | 576 | $ | 775 | ||||||||
| Reconciling items: | ||||||||||||||||
| Other exclusions from adjusted earnings (1) | (13 | ) | 6 | * | 14 | |||||||||||
| Tax impact | 4 | (2 | ) | (* | ) | (4 | ) | |||||||||
| Asset impairment and restructuring activities | 456 | - | 456 | - | ||||||||||||
| Tax impact | (117 | ) | - | (117 | ) | - | ||||||||||
| State tax policy change | - | - | - | 12 | ||||||||||||
| Adjusted net income – non-GAAP | $ | 451 | $ | 279 | $ | 915 | $ | 797 | ||||||||
| Average Common Shares Outstanding - Diluted | 313.2 | 300.4 | 310.4 | 299.4 | ||||||||||||
| Diluted Earnings Per Average Common Share | ||||||||||||||||
| Reported net income per share | $ | 0.39 | $ | 0.92 | $ | 1.86 | $ | 2.59 | ||||||||
| Reconciling items: | ||||||||||||||||
| Other exclusions from adjusted earnings (1) | (0.04 | ) | 0.02 | * | 0.04 | |||||||||||
| Tax impact | 0.01 | (0.01 | ) | (* | ) | (0.01 | ) | |||||||||
| Asset impairment and restructuring activities | 1.45 | - | 1.47 | - | ||||||||||||
| Tax impact | (0.37 | ) | - | (0.38 | ) | - | ||||||||||
| State tax policy change | - | - | - | 0.04 | ||||||||||||
| Adjusted net income per share – non-GAAP | $ | 1.44 | $ | 0.93 | $ | 2.95 | $ | 2.66 | ||||||||
| * | Less than $0.5 million or $0.01 per share. |
| ** | Per-share impacts are calculated independently for each reporting period in accordance with ASC 260 and may not be additive due to differences in weighted-average shares outstanding between periods. |
| (1) | Includes major enterprise resource planning software implementations 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, major enterprise resource planning software implementations, changes in accounting principles, voluntary separation program, changes in federal and state 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. |
| 2026 Third Quarter Results & Outlook October 27, 2026 |
| Enter “so what” if necessary – Century Gothic, Bold, Size 18 or smaller2 This presentation is made as of the date hereof and contains “forward-looking statements” as defined in Rule 3b-6 of the Securities 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-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. 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 Consumers Energy’s “FORWARD-LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections are incorporated herein by reference and discuss important factors that could cause CMS Energy’s and Consumers Energy’s results to differ materially from those anticipated in such statements. CMS Energy and Consumers Energy undertake no obligation 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 Investor Relations section, www.cmsenergy.com/investor-relations, a channel of distribution. Presentation endnotes are included after the appendix. 2 |
| 3 Investment Thesis . . . . . . over two decades of industry-leading financial performance. Strong Cash Flow & Balance Sheet Attractive & Diversified Growth Long Capital Runway Top-Tier Regulatory Jurisdiction Affordability driven by the CE Way + Digital Long Capital Runway Top-Tier Regulatory Jurisdictiona Co-work e rs e mots u C sr Investors Customers Clean Energy Leader Presentation endnotes are included at the end of the presentation. |
| 4 NorthStar Clean Energy Update . . . . . . restructuring on track. • >35% of the assets at signed agreement (or closed) • Majority of remaining assets in exclusivity period with buyers • Continued strong interest in the assets • Exited renewables development • On track to complete restructuring by year-end • Nearly100% utility-based earnings after 2027 • Reallocate capital to the Parent with future redeployment into the Utility • Shift of capital reduces Parent funding needs, including debt and equity • $500M+ of funding needs reduced within the current plan (through 2030) • Cost efficiencies enhance business profile • Provides higher quality earnings and retains attractive operating assets in Michigan that generate cash flow Sale Process Key Outcomes |
| 5 2026 Integrated Resource Plan (IRP) . . . . . . delivers across the Triple Bottom Line. Key Outcomes ~$27B of capex opportunity,~$125M of FCM in 2031+a Achieves Michigan Energy Law targets (~60% RPS by 2035 and 100% Clean Energy by 2040) Increases clean energy resource deployment (+15.8 GW of clean energy resources by 2040) Ensures resiliency, reliability and customer affordability (+1.4 GW of gas simple cycle by 2031 & +4.1 GW of battery storage by 2040) Incremental economic development growth (3% to 3½%/yr CAGR through 2040) FCM Progress Prior 5-yr Plan Current 5-yr Plan Future Opportunity 2031+ Remaining Signed PPAs ~$50M (% of total GWs) ~$20M ~$125M ✓ ~680 MW clean PPA signed Presentation endnotes are included at the end of the presentation. |
| 6 Expansive Economic Development Efforts . . . . . . drive diversified growth, including data centers, across Michigan. Electric Gas Combined 2023 New Load 2024 New Load 2025 New Load Hemlock Semi-conductor Switch Data Center Ford Blue Oval (2% – 3%/yra ) Corning Inc. ~100 MWb signed in 2025 450 MW Onlineb ~195 MWb signed YTD Sales Growth U.S. State Ranking: #6 for Business – as ranked by CNBC 2026 U.S. State Ranking: #4 for Cost of Doing Business – as ranked by CNBC 2026 U.S. State Ranking: Top 5 for Workforce Development – as ranked by Site Selection Magazine 2026 U.S. State Ranking: #3 for Manufacturing & Semiconductor Jobs – as ranked by Business Facilities 2026 Includes: Presentation endnotes are included after the appendix. ~$4½B Michigan investment + ~2,300 jobs U.S. State Ranking: Top 10 Speed to Market – as ranked by Area Development 2026 Not inclusive of signed large load agreement ~745 MWb |
| 7 Oct. 23rd: Revised position $443Ma , 10.25% ROE U-22070 Oct. 15th: Order $139M, 9.8% ROE U-21981 Michigan’s Strong Regulatory Environment . . . . . . provides constructive outcomes and forward-looking visibility. Electric Gas Supportive Energy Policy • Timely recovery of investments ✓ Forward-looking test years/earn authorized ROEs ✓ 10-month rate cases ✓ Monthly fuel adjustment trackers (PSCR/GCR) ✓ Constructive ROEs • Supportive incentives enhanced w/ 2023 Michigan Energy Law ✓ Energy efficiency incentives ✓ FCM adder on PPAs • Appointed commissioners ✓ Staggered 6-year terms Electric Supply 2026 Sep. 3rd: Filed IRP U-22127 Presentation endnotes are included at the end of the presentation. Highlights Storm Deferral $57M storm deferral approved for 2026 Q1 storms ✓ Gas Order Constructive outcome with support for ~60% of final askb ✓ IRP Filed 15.8 GW clean energy, 4.1 GW battery & 1.4 GW natural gas ✓ 2027 By Apr. 2nd : Expected order U-22070 Dec.: File new rate case By Aug. 30th: Expected final order U-22127 ✓ ✓ ✓ Q4: Expected order By Jun. 30th: Expected 300-day order U-22127 |
| 8 . . . on track to deliver in 2026 and beyond. Amount Commentary Financial Results & Outlook . . . YTD 2026 Results ` Long-Term Outlook 2026 Full-Year Outlook 2027 Full-Year Outlook Adjusted EPS $2.95 Opportunities for reinvestment are underway Adjusted EPS Guidance Annual Dividend Per Share $3.83 – $3.90 $2.28 Toward the high end Up 11¢ Adjusted EPS Guidance $4.08 – $4.17 Includes NorthStar restructuring Adjusted EPS Growth Dividend Payout Ratio Utility Capital Plan ($B)a +6% to +8% ~55% payout over time $24 Toward the high end Consistent DPS growth To be updated on Q4 call Presentation endnotes are included at the end of the presentation. |
| 9 2025 Weather Rates, Renewables & Investment Reliability, Storms incl. Productivity Parent Financing, Tax & Other Normal Weather Rates, Renewables & Investment Reliability, Storms incl. Productivity Parent Financing, Tax & Other 2026 2026 Adjusted EPS . . . . . . continued confidence toward the high end. First Nine Months 29¢ Three Months To-Go 0 – (7)¢ Presentation endnotes are included after the appendix. $3.83 – $3.90 (5)¢ $3.61 34¢ 16¢ (9)¢ 8¢ (9)-(16)¢ (16)¢ 10¢ YTD $2.95 YTD $2.66 2025 2026 Reported EPS $2.59 $1.86 Adjustmentsa 0.07 1.09 Adjusted EPSa $2.66 $2.95 YTD EPS Results ✓ |
| 10 Plan Actual ($M) ($M) Consumers Energy: First Mortgage Bonds $1,735 $1,750 CMS Energy: Nov. 2025 Convert @ 3.125% $1,000 $1,000 Planned Equity ~$700 ~$495 Retirements (incl. term loans): Consumers Energy $115b $115 CMS Energy $300 $300 Existing Facilities $1,100M (Nov-2030) $750M (Nov-2030) $300M (Nov-2028) Consumers Energy CMS Energy Financings 2026 Planned Financings . . . . . . fund customer investments and provide ample liquidity. Presentation endnotes are included after the appendix. ~$2.6B a of net liquidity ✓ ✓ ✓ ✓ ~$76/ share |
| 11 Recession Industry-Leading Financial Performance . . . . . . for over 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 2024 2025 2026+ Recession Adjusted EPS Dividend 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 Mild winter 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 Ken Whipple Recession/ Pandemic Garrick Rochow Hot summer Mild w/ storms Mild w/ storms Hot w/ storms +6% to +8% Adjusted EPS Growth |
| 1212 Q&A Thank You! See you at EEI! |
| 1313 Appendix |
| 14 . Strong Balance Sheet . . . . . . maintains credit metrics and solid investment-grade ratings. Consumers Energy CMS Energy Senior Secured Commercial Paper Outlook Senior Unsecured Junior Subordinated Outlook Last Review A1 P-2 Negative Baa2 Baa3 Stable Mar. 2026 A+ F-2 Stable BBB BB+ Stable Mar. 2026 S&P Moody’s Fitch ✓ Forward-looking recovery ✓ Constructive rate construct ✓ Strong operating cash flow generation ✓ 100% fixed rate debt ✓ Hybrid debt (w/ equity credit) ✓ Limited near-term maturities Key Strengths A A-2 Stable BBB BBB-Stable Dec. 2025 |
| 15 15 Endnotes |
| 16 Presentation Endnotes Slide 3: a BofA Research, 2026 state rankings and D.C. Slide 5: aAssumes 50% ownership for solar, wind and battery Slide 6: aAnnual sales growth over 5-year plan through 2030, CAGR bAnticipated load at full ramp up Slide 7: a Excludes $25M deferral surcharge b Represents company revised position of $232M Slide 8: a $24B utility capital investment plan (2026-2030) Slide 9: aAdjusted EPS; see GAAP reconciliation Slide 10: a $2,182M in unreserved revolvers + $431M of unrestricted cash; excludes cash unavailable for debt retirement, such as cash held at NorthStar 16 |
| 17 GAAP Reconciliation CMS Energy provides historical financial results on both a reported (GAAP) and adjusted (non-GAAP) basis and provides forward-looking guidance on an adjusted basis. During an oral presentation, references to “earnings” are on an adjusted basis. 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, major enterprise resource planning software implementations, changes in accounting principles, voluntary separation program, changes in federal and state 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 estimatethe 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 adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for the reported earnings. 17 |
| CMS ENERGY CORPORATION Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income (Unaudited) 18 In Millions, Except Per Share Amounts Three Months Ended Nine Months Ended 9/30/26 9/30/25 9/30/26 9/30/25 Net Income Available to Common Stockholders $ 121 $ 275 $ 576 $ 775 Reconciling items: Other exclusions from adjusted earnings (1) (13) 6 * 14 Tax impact 4 (2) (*) (4) Asset impairment and restructuring activities 456 - 456 - Tax impact (117) - (117) - State tax policy change - - - 12 Adjusted net income – non-GAAP $ 451 $ 279 $ 915 $ 797 Average Common Shares Outstanding - Diluted 313.2 300.4 310.4 299.4 Diluted Earnings Per Average Common Share Reported net income per share $ 0.39 $ 0.92 $ 1.86 $ 2.59 Reconciling items: Other exclusions from adjusted earnings (1) (0.04) 0.02 * 0.04 Tax impact 0.01 (0.01) (*) (0.01) Asset impairment and restructuring activities 1.45 - 1.47 - Tax impact (0.37) - (0.38) - State tax policy change - - - 0.04 Adjusted net income per share – non-GAAP $ 1.44 $ 0.93 $ 2.95 $ 2.66 * Less than $0.5 million or $0.01 per share. ** Per-share impacts are calculated independently for each reporting period in accordance with ASC 260 and may not be additive due to differences in weighted-average shares outstanding between periods. (1) Includes major enterprise resource planning software implementations 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, major enterprise resource planning software implementations, changes in accounting principles, voluntary separation program, changes in federal and state 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. |
| 19 CMS ENERGY CORPORATION Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income by Quarter (Unaudited) Net Income Available to Common Stockholders $ 338 $ 117 $ 121 $ 302 $ 198 $ 275 $ 286 Reconciling items: Electric utility and gas utility 11 4 * * 4 6 6 Tax impact (3) (1) (*) (*) 11 (2) (1) NorthStar Clean Energy (*) (2) 443 3 1 * (1) Tax impact * * (113) (1) (*) (*) (*) Corporate interest and other - - - - - - - Tax impact - - - - (*) - - Adjusted Net Income – Non-GAAP $ 346 $ 118 $ 451 $ 304 $ 214 $ 279 $ 290 Average Common Shares Outstanding – Diluted 307.1 310.8 313.2 299.1 299.1 300.4 305.8 Diluted Earnings Per Average Common Share $ 1.10 $ 0.37 $ 0.39 $ 1.01 $ 0.66 $ 0.92 $ 0.94 Reconciling items: Electric utility and gas utility 0.04 0.01 * * 0.01 0.02 0.02 Tax impact (0.01) (*) (*) (*) 0.04 (0.01) (*) NorthStar Clean Energy (*) (0.01) 1.41 0.01 * * (0.01) Tax impact * * (0.36) (*) (*) (*) * Corporate interest and other - - - - - - - Tax impact - - - - (*) - - Adjusted Diluted Earnings Per Average Common Share – Non-GAAP $ 1.13 $ 0.37 $ 1.44 $ 1.02 $ 0.71 $ 0.93 $ 0.95 * Less than $0.5 million or $0.01 per share. 3Q 4Q 2025 In Millions, Except Per Share Amounts 1Q 2Q 3Q 2026 1Q 2Q |
