8-K - CMS - Equibles

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 eventreported) August 3, 2020

Commission	Registrant; State of Incorporation;	IRS Employer
File Number	Address; and Telephone Number	Identification No.
1-9513	CMS ENERGY CORPORATION<br><br> <br>(A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550	38-2726431
1-5611	CONSUMERS ENERGY COMPANY<br><br> <br>(A Michigan Corporation)<br><br> One Energy Plaza<br><br> Jackson, Michigan 49201<br><br> (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
Consumers<br> Energy Company Cumulative Preferred Stock, $1.00 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 ¨

Co-Registrant CIK	0000201533
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2020-08-03
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false
Emerging Growth Company	false

Item 2.02. Results of Operations and Financial Condition.

On August 3, 2020, CMS Energy Corporation (“CMS Energy”) issued a News Release, in which it announced its 2020 second 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, regulatory items from prior years, or other items. Because CMS Energy is not able to estimate the impact of specific line items, which have the potential to significantly impact reported earnings in future periods, Exhibit 99.1 does not contain reported earnings guidance nor a reconciliation for the comparable future period earnings. 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. 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 August 3, 2020, 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 2020 second quarter results and provide a business and financial outlook on August 3 at 9:30 a.m. (EDT). 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 August 3, 2020
99.2	CMS Energy presentation dated August 3, 2020
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: August 3, 2020	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer
		CONSUMERS ENERGY COMPANY
Dated: August 3, 2020	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer

Exhibit 99.1

CMSEnergy Announces Second Quarter Earnings Results of $0.48 Per Share and Reaffirms 2020 Earnings Guidance

JACKSON, Mich., August 3, 2020 – CMS Energy announced today reported net income of $136 million or $0.48 per share, for the second quarter of 2020, compared to $93 million or $0.33 per share for the same quarter in 2019. The company’s adjusted earnings per share for the second quarter of 2020 were $139 million or $0.49 per share, compared to $93 million or $0.33 per share for the same quarter in 2019. The primary drivers of CMS Energy’s quarterly financial performance were cost management coupled with favorable weather and sales mix.

“Despite the numerous challenges associated with the pandemic, we’ve remained committed to delivering on our Triple Bottom of Line of People, Planet and Profit. We’ve done this by ensuring the safety and health of our co-workers, customers, and the communities we serve while providing the vital services of electricity and natural gas and delivering on cost reduction initiatives,” said Patti Poppe, President and CEO of CMS Energy and Consumers Energy.

CMS Energy reaffirmed its guidance for 2020 adjusted earnings of $2.64 - $2.68* per share (*See below for important informationabout non-GAAP measures).

CMS Energy noted several accomplishments in the first half of 2020:

·	Appointed a vice president and Chief Diversity Officer, Angela Thompkins,<br>who will lead the company’s diversity, equity, and inclusion (DEI) strategy, and partner with leaders across the organization<br>to improve results related to DEI.
·	Limited COVID-19 cases within the company to 1/3 of the state’s<br>confirmed cases per capita and issued a requirement for masks to be worn at all company facilities.
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·	Remained on track for 2020 utility customer investment plan.
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·	Offered customers 100,000 free Nest Smart Thermostats through an unprecedented<br>partnership with Google and Uplight to help Michigan residents save energy and money during the COVID-19 pandemic.
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·	Committed to our industry leading goals on net-zero methane emissions<br>by 2030 for our natural gas delivery system and net-zero carbon emissions company-wide by 2040.
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CMS Energy (NYSE: CMS) is a Michigan-based company that has an electric and natural gas utility, Consumers Energy, as its primary business. It also owns and operates independent power generation businesses.

*CMSEnergy will hold a webcast to discuss its 2020 second quarter results and provide a business and financial outlook on August 3at 9:30 a.m. (EDT). To participate in the webcast, go to CMS Energy’s homepage (*cmsenergy.com)and select “Events and Presentations.”

Importantinformation 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. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, regulatory items from prior years, or other items detailed in the attached summary financial statements. 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. All references to net income refer to net income available to common stockholders and references to earnings per share are on a diluted basis.

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Thisnews release contains "forward-looking statements." The forward-looking statements are subject to risks and uncertaintiesthat could cause CMS Energy’s and Consumers Energy’s results to differ materially. All forward-looking statementsshould be considered in the context of the risk and other factors detailed from time to time in CMS Energy's and Consumers Energy'sSecurities and Exchange Commission filings.

Formore 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.

MediaContacts: Katie Carey, 517/740-1739

InvestmentAnalyst Contact: Travis Uphaus, 517/817-9241

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Page 1 of 3

CMSENERGY CORPORATION

ConsolidatedStatements of Income

(Unaudited)

	In Millions, Except Per Share Amounts
	Three Months Ended				Six Months Ended
	6/30/20		6/30/19		6/30/20		6/30/19
Operating revenue	$	1,443	$	1,445	$	3,307	$	3,504
Operating expenses		1,170		1,227		2,666		2,927
Operating Income		273		218		641		577
Other income		32		27		71		50
Interest charges		141		131		278		252
Income Before Income Taxes		164		114		434		375
Income tax expense		27		20		54		68
Net Income		137		94		380		307
Income attributable to noncontrolling interests		1		1		1		1
Net Income Available to Common Stockholders	$	136	$	93	$	379	$	306
Basic Earnings Per Average Common Share	$	0.48	$	0.33	$	1.33	$	1.08
Diluted Earnings Per Average Common Share		0.48		0.33		1.33		1.08

Page 2 of 3

CMSENERGY CORPORATION

SummarizedConsolidated Balance Sheets

(Unaudited)

	In Millions
	As of
	6/30/20		12/31/19
Assets
Current assets
Cash and cash equivalents	$	1,587	$	140
Restricted cash and cash equivalents		17		17
Other current assets		1,928		2,174
Total current assets		3,532		2,331
Non-current assets
Plant, property, and equipment		19,436		18,926
Other non-current assets		5,613		5,580
Total Assets	$	28,581	$	26,837
Liabilities and Equity
Current liabilities ^(1)^	$	1,379	$	1,484
Non-current liabilities ^(1)^		6,726		7,051
Capitalization
Debt, finance leases, and other financing (excluding securitization debt) ^(2)^
Debt, finance leases, and other financing (excluding non-recourse and securitization debt)		12,381		10,518
Non-recourse debt		2,606		2,478
Total debt, finance leases, and other financing (excluding securitization debt)		14,987		12,996
Noncontrolling interests		37		37
Common stockholders' equity		5,214		5,018
Total capitalization (excluding securitization debt)		20,238		18,051
Securitization debt ^(2)^		238		251
Total Liabilities and Equity	$	28,581	$	26,837

^(1)^Excludes debt, finance leases, and other financing.

^(2)^ Includes current and non-current portions.

CMSENERGY CORPORATION

SummarizedConsolidated Statements of Cash Flows

(Unaudited)

	In Millions
	Six Months Ended
	6/30/20			6/30/19
Beginning of Period Cash and Cash Equivalents, Including Restricted Amounts	$	157		$	175
Net cash provided by operating activities ^(3)^		796			1,185
Net cash used in investing activities		(1,168	)		(1,410	)
Cash flows from operating and investing activities		(372	)		(225	)
Net cash provided by financing activities		1,819			384
Total Cash Flows	$	1,447		$	159
End of Period Cash and Cash Equivalents, Including Restricted Amounts	$	1,604		$	334

^(3)^ Includes the impact of a $531 million pension contribution in 2020.

Page 3 of 3

CMSENERGY CORPORATION

Reconciliationof GAAP Net Income to Non-GAAP Adjusted Net Income

(Unaudited)

	In Millions, Except Per Share Amounts
	Three Months Ended						Six Months Ended
	6/30/20			6/30/19			6/30/20			6/30/19
Net Income Available to Common Stockholders	$	136		$	93		$	379		$	306
Reconciling items:
Other exclusions from adjusted earnings		4			*			7			*
Tax impact		(1	)		(*	)		(1	)		(*	)
Tax reform		-			-			(9	)		-
Voluntary separation program		(*	)		-			11			-
Tax impact		*			-			(3	)		-
Adjusted net income – non-GAAP	$	139		$	93		$	384		$	306
Average Common Shares Outstanding
Basic		285.5			282.9			284.4			282.9
Diluted		286.5			284.0			285.8			283.8
Basic Earnings Per Average Common Share
Reported net income per share	$	0.48		$	0.33		$	1.33		$	1.08
Reconciling items:
Other exclusions from adjusted earnings		0.02			*			0.03			*
Tax impact		(0.01	)		(*	)		(0.01	)		(*	)
Tax reform		-			-			(0.03	)		-
Voluntary separation program		(*	)		-			0.04			-
Tax impact		*			-			(0.01	)		-
Adjusted net income per share – non-GAAP	$	0.49		$	0.33		$	1.35		$	1.08
Diluted Earnings Per Average Common Share
Reported net income per share	$	0.48		$	0.33		$	1.33		$	1.08
Reconciling items:
Other exclusions from adjusted earnings		0.02			*			0.03			*
Tax impact		(0.01	)		(*	)		(0.01	)		(*	)
Tax reform		-			-			(0.03	)		-
Voluntary separation program		(*	)		-			0.04			-
Tax impact		*			-			(0.01	)		-
Adjusted net income per share – non-GAAP	$	0.49		$	0.33		$	1.35		$	1.08

* Less than $0.5 million or $0.01 per share.

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, regulatory items from prior years, or other items detailed in these summary financial statements. 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