8-K
CMS ENERGY CORP (CMS)
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 3, 2022
| 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 |
| CMS Energy Corporation, Depositary Shares, each representing a<br> 1/1,000th interest in a share of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C | CMS PRC | New York Stock Exchange |
| Consumers<br> 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 ¨
| Co-Registrant CIK | 0000201533 |
|---|---|
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant DocumentPeriodEndDate | 2022-02-03 |
| 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 February 3, 2022, CMS Energy Corporation (“CMS Energy”) issued a News Release, in which it announced its 2021 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, changes in accounting principles, 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 CMS Enterprises’ 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 February 3, 2022, 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 2021 results and provide a business and financial outlook on February 3 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 February 3, 2022 |
| 99.2 | CMS Energy presentation dated February 3, 2022 |
| 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: February 3, 2022 | By: | /s/ Rejji P. Hayes |
| Rejji P. Hayes | ||
| Executive Vice President and Chief Financial Officer | ||
| CONSUMERS ENERGY COMPANY | ||
| --- | --- | --- |
| Dated: February 3, 2022 | By: | /s/ Rejji P. Hayes |
| Rejji P. Hayes | ||
| Executive Vice President and Chief Financial Officer |
Exhibit99.1
CMS Energy Announces Strong 2021 Results and Raises 2022 Adjusted EPS Guidance
JACKSON, Mich., Feb. 3, 2022 – CMS Energy announced today reported earnings per share of $4.66 for 2021, compared to $2.64 per share for 2020. The company’s adjusted earnings per share were $2.65 for 2021, compared to $2.47 per share for 2020. CMS Energy also recently announced the increase of its annual dividend by 10 cents per share to $1.84 for 2022.
CMS Energy raised its 2022 adjusted earnings guidance to $2.85 to $2.89 per share, from $2.85 to $2.87 per share* (*See below for important information about non-GAAP measures) and reaffirmed long-term adjusted EPS growth of 6 to 8 percent, with continued confidence toward the high end of the adjusted EPS growth range.
“CMS Energy is well positioned for continued success following a strong year of execution in 2021 and the announcement of an updated 5-year customer investment plan of $14.3 billion,” said Garrick Rochow, President and CEO of CMS Energy and Consumers Energy. “We continue to demonstrate our commitment, delivering across the Triple Bottom Line of People, Planet and Profit, to serve our customers, communities and investors.”
CMS Energy (NYSE: CMS) is a Michigan-based energy company 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 2021 year-end results and provide a business and financial outlook on February 3 at 9:30 a.m. (EST). To participate in the webcast, go to CMS Energy’s homepage (cmsenergy.com) and select “Events and Presentations.”
Important information for investorsabout 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, changes in accounting principles, 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 CMS Enterprises’ 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-lookingstatements." The forward-looking statements are subject to risks and uncertainties that could cause CMS Energy’s and ConsumersEnergy’s results to differ materially. All forward-looking statements should be considered in the context of the risk and otherfactors 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 Contact: Katie Carey, 517-740-1739
Investment Analyst Contact: TravisUphaus, 517-817-9241
2
Page 1 of 3
CMS ENERGY CORPORATION
Consolidated Statementsof Income
(Unaudited)
| In Millions, Except Per Share Amounts | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Twelve Months Ended | |||||||||||
| 12/31/21 | 12/31/20 | 12/31/21 | 12/31/20 | |||||||||
| Operating revenue | $ | 2,033 | $ | 1,727 | $ | 7,329 | $ | 6,418 | ||||
| Operating expenses | 1,829 | 1,420 | 6,183 | 5,188 | ||||||||
| Operating Income | 204 | 307 | 1,146 | 1,230 | ||||||||
| Other income (expense) | 41 | (15 | ) | 177 | 84 | |||||||
| Interest charges | 126 | 127 | 500 | 505 | ||||||||
| Income Before Income Taxes | 119 | 165 | 823 | 809 | ||||||||
| Income tax expense | 5 | 27 | 95 | 115 | ||||||||
| Income From Continuing Operations | 114 | 138 | 728 | 694 | ||||||||
| Income from discontinued operations, net of tax | 520 | 24 | 602 | 58 | ||||||||
| Net Income | 634 | 162 | 1,330 | 752 | ||||||||
| Income (loss) attributable to noncontrolling interests | (5 | ) | 4 | (23 | ) | (3 | ) | |||||
| Net Income Attributable to CMS Energy | 639 | 158 | 1,353 | 755 | ||||||||
| Preferred stock dividends | 2 | - | 5 | - | ||||||||
| Net Income Available to Common Stockholders | $ | 637 | $ | 158 | $ | 1,348 | $ | 755 | ||||
| Basic Earnings Per Average Common Share | ||||||||||||
| Income from continuing operations per average common share available to common stockholders | $ | 0.40 | $ | 0.47 | $ | 2.58 | $ | 2.45 | ||||
| Income from discontinued operations per average common share available to common stockholders | 1.80 | 0.08 | 2.08 | 0.20 | ||||||||
| Basic earnings per average common share | $ | 2.20 | $ | 0.55 | $ | 4.66 | $ | 2.65 | ||||
| Diluted Earnings Per Average Common Share | ||||||||||||
| Income from continuing operations per average common share available to common stockholders | $ | 0.40 | $ | 0.47 | $ | 2.58 | $ | 2.44 | ||||
| Income from discontinued operations per average common share available to common stockholders | 1.80 | 0.08 | 2.08 | 0.20 | ||||||||
| Diluted earnings per average common share | $ | 2.20 | $ | 0.55 | $ | 4.66 | $ | 2.64 |
Page 2 of 3
CMS ENERGY CORPORATION
Summarized ConsolidatedBalance Sheets
(Unaudited)
| In Millions | ||||
|---|---|---|---|---|
| As of | ||||
| 12/31/21 | 12/31/20 | |||
| Assets | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 452 | $ | 32 |
| Restricted cash and cash equivalents | 24 | 17 | ||
| Assets held for sale | 19 | 429 | ||
| Other current assets | 2,132 | 1,926 | ||
| Total current assets | 2,627 | 2,404 | ||
| Non-current assets | ||||
| Plant, property, and equipment | 22,352 | 21,017 | ||
| Assets held for sale | - | 2,680 | ||
| Other non-current assets | 3,774 | 3,565 | ||
| Total Assets | $ | 28,753 | $ | 29,666 |
| Liabilities and Equity | ||||
| Current liabilities ^(1)^ | ||||
| Liabilities held for sale | $ | - | $ | 953 |
| Other current liabilities | 1,822 | 1,530 | ||
| Total current liabilities | 1,822 | 2,483 | ||
| Non-current liabilities ^(1)^ | ||||
| Liabilities held for sale | - | 1,894 | ||
| Other non-current liabilities | 7,269 | 6,821 | ||
| Total non-current liabilities | 7,269 | 8,715 | ||
| Capitalization | ||||
| Debt, finance leases, and other financing (excluding securitization debt) ^(2)^ | ||||
| Debt, finance leases, and other financing (excluding non-recourse and securitization debt) | 12,200 | 12,083 | ||
| Non-recourse debt | 76 | 83 | ||
| Total debt, finance leases, and other financing (excluding securitization debt) | 12,276 | 12,166 | ||
| Preferred stock and securities | 224 | - | ||
| Noncontrolling interests | 557 | 581 | ||
| Common stockholders' equity | 6,407 | 5,496 | ||
| Total capitalization (excluding securitization debt) | 19,464 | 18,243 | ||
| Securitization debt ^(2)^ | 198 | 225 | ||
| Total Liabilities and Equity | $ | 28,753 | $ | 29,666 |
^(1)^ Excludes debt, finance leases, and other financing.
^(2)^ Includes current and non-current portions.
CMS ENERGY CORPORATION
Summarized Consolidated Statements of Cash Flows
(Unaudited)
| In Millions | ||||||
|---|---|---|---|---|---|---|
| Twelve Months Ended | ||||||
| 12/31/21 | 12/31/20 | |||||
| Beginning of Period Cash and Cash Equivalents, Including Restricted Amounts | $ | 185 | $ | 157 | ||
| Net cash provided by operating activities ^(3)^ | 1,819 | 1,276 | ||||
| Net cash used in investing activities | (1,233 | ) | (2,867 | ) | ||
| Cash flows from operating and investing activities | 586 | (1,591 | ) | |||
| Net cash provided by (used in) financing activities | (295 | ) | 1,619 | |||
| Total Cash Flows | $ | 291 | $ | 28 | ||
| End of Period Cash and Cash Equivalents, Including Restricted Amounts ^(4)^ | $ | 476 | $ | 185 | ||
| ^(3)^ | Includes the impact of a $531<br>million pension contribution in 2020. | |||||
| --- | --- | |||||
| ^(4)^ | In October 2021, CMS Energy sold<br>EnerBank to Regions Bank. As a result, EnerBank's cash and cash equivalents are presented as assets held for sale on CMS Energy's<br>consolidated balance sheets at December 31, 2020. | |||||
| --- | --- |
Page 3 of 3
CMS ENERGY CORPORATION
Reconciliation of GAAPNet Income to Non-GAAP Adjusted Net Income
(Unaudited)
| In Millions, Except Per Share Amounts | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Twelve Months Ended | |||||||||||
| 12/31/21 | 12/31/20 | 12/31/21 | 12/31/20 | |||||||||
| Net Income Available to Common Stockholders | $ | 637 | $ | 158 | $ | 1,348 | $ | 755 | ||||
| Reconciling items: | ||||||||||||
| Disposal of discontinued operations gain | (665 | ) | - | (657 | ) | - | ||||||
| Tax impact | 145 | - | 143 | - | ||||||||
| Discontinued operations income | - | (32 | ) | (115 | ) | (76 | ) | |||||
| Tax impact | - | 8 | 27 | 18 | ||||||||
| Other exclusions from adjusted earnings** | * | 2 | (1 | ) | 13 | |||||||
| Tax impact | (*) | (1 | ) | * | (3 | ) | ||||||
| Loss on fleet impairment | 29 | - | 29 | - | ||||||||
| Tax impact | (7 | ) | - | (7 | ) | - | ||||||
| Tax reform | - | - | - | (9 | ) | |||||||
| Voluntary separation program | - | * | - | 11 | ||||||||
| Tax impact | - | (*) | - | (3 | ) | |||||||
| Adjusted net income – non-GAAP | $ | 139 | $ | 135 | $ | 767 | $ | 706 | ||||
| Average Common Shares Outstanding | ||||||||||||
| Basic | 289.1 | 285.7 | 289.0 | 285.0 | ||||||||
| Diluted | 289.7 | 286.9 | 289.5 | 286.3 | ||||||||
| Basic Earnings Per Average Common Share | ||||||||||||
| Reported net income per average common share | $ | 2.20 | $ | 0.55 | $ | 4.66 | $ | 2.65 | ||||
| Reconciling items: | ||||||||||||
| Disposal of discontinued operations gain | (2.30 | ) | - | (2.27 | ) | - | ||||||
| Tax impact | 0.50 | - | 0.49 | - | ||||||||
| Discontinued operations income | - | (0.11 | ) | (0.39 | ) | (0.26 | ) | |||||
| Tax impact | - | 0.03 | 0.09 | 0.06 | ||||||||
| Other exclusions from adjusted earnings** | * | 0.01 | (*) | 0.04 | ||||||||
| Tax impact | (*) | (*) | * | (0.01 | ) | |||||||
| Loss on fleet impairment | 0.10 | - | 0.10 | - | ||||||||
| Tax impact | (0.03 | ) | - | (0.03 | ) | - | ||||||
| Tax reform | - | - | - | (0.03 | ) | |||||||
| Voluntary separation program | - | * | - | 0.04 | ||||||||
| Tax impact | - | (*) | - | (0.01 | ) | |||||||
| Adjusted net income per average common share – non-GAAP | $ | 0.47 | $ | 0.48 | $ | 2.65 | $ | 2.48 | ||||
| Diluted Earnings Per Average Common Share | ||||||||||||
| Reported net income per average common share | $ | 2.20 | $ | 0.55 | $ | 4.66 | $ | 2.64 | ||||
| Reconciling items: | ||||||||||||
| Disposal of discontinued operations gain | (2.30 | ) | - | (2.27 | ) | - | ||||||
| Tax impact | 0.50 | - | 0.49 | - | ||||||||
| Discontinued operations income | - | (0.11 | ) | (0.39 | ) | (0.26 | ) | |||||
| Tax impact | - | 0.03 | 0.09 | 0.06 | ||||||||
| Other exclusions from adjusted earnings** | * | 0.01 | (*) | 0.04 | ||||||||
| Tax impact | (*) | (*) | * | (0.01 | ) | |||||||
| Loss on fleet impairment | 0.10 | - | 0.10 | - | ||||||||
| Tax impact | (0.03 | ) | - | (0.03 | ) | - | ||||||
| Tax reform | - | - | - | (0.03 | ) | |||||||
| Voluntary separation program | - | * | - | 0.04 | ||||||||
| Tax impact | - | (*) | - | (0.01 | ) | |||||||
| Adjusted net income per average common share – non-GAAP | $ | 0.47 | $ | 0.48 | $ | 2.65 | $ | 2.47 |
* Less than $0.5 million or $0.01 per share.
** Includes restructuring costs and unrealized gains or losses from mark-to-market adjustments recognized in net income related to CMS Enterprises' 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, changes in accounting principles, 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 CMS Enterprises’ 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
2021 Results and Outlook February 3, 2022 Leading the Clean Energy Transformation
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 - looking statements should be considered in the context of the risk and other factors detailed from time to time in CMS E nergy’s and Consumers Energy’s Securities and Exchange Commission filings. Forward - looking statements should be read in conjunction with “FO RWARD - LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections of CMS Energy’s and Consumers Energy’s most recent Form 10 - K and as upda ted 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 fa cto rs that could cause CMS Energy’s and Consumers Energy’s results to differ materially from those anticipated in such statements. CMS Ene rgy and Consumers Energy undertake no obligation to update any of the information presented herein to reflect facts, events or circumstances af ter 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 2021 Successes . . . . . . demonstrate strong execution across the Triple Bottom Line. Presentation endnotes are included after the appendix. • 7% adjusted EPS growth • Annual dividend per share increased to $1.84, 16 th increase in as many years • $1,843M of adjusted operating cash flow generated • >$1B of gross proceeds from EnerBank transaction • $55M of cost savings by leveraging the CE Way and other initiatives Profit • #1 utility in the U.S. for America’s Best Employers for Women and America’s Best Employers for Diversity by Forbes® • 1 st quartile employee engagement a and customer experience b • >$75M of customer assistance to help keep customer bills affordable • $220M in customer benefits from owned generation vs. MISO market • 105 MW of new or expanding load – estimated to create ~4,000 jobs and bring >$1B of investment to Michigan • Transformational Clean Energy Plan (IRP) filed – exit coal & achieve ~60% carbon emissions reduction by 2025 • >445 metric tons reduction of fugitive methane emissions and best ever vintage main replacements • Renewable Natural Gas (RNG) facility filing included in general rate case • 1,000 MW of solar approved in our Voluntary Green Pricing (VGP) programs • PowerMIFleet Electric Vehicle (EV) program launched People Planet
4 Commentary Amount 2021 Financial Results & Outlook . . . . . . reflect strong growth and build momentum for 2022 and beyond. Long - Term 2022 Full - Year 2021 Results Adjusted EPS Adjusted OCF ($M) $2.65 $1,843 High end of guidance Up >$80M vs. Plan a Adjusted EPS Guidance Annual Dividend Per Share $2.85 – $2.89 $1.84 Raised guidance Up 10¢ Adjusted EPS Growth Dividend Per Share Growth 5 - yr Capital Plan ($B) +6% to +8% +6% to +8% $14.3 Toward the high end Committed to growth Up >$1B Presentation endnotes are included after the appendix.
5 Updated Customer Investment Plan . . . . . . r eflects $1B increase and ~ 40% investment in Clean Energy Transformation. New Utility Investment Plan Rate Base Growth Presentation endnotes are included after the appendix. Clean Energy Generation Electric Distribution & Other Gas Utility Opps : IRP VGP Electric Gas 36% 19% 45% $14.3B ’22 – ’26 Amount ($B) ~ $1.3 ~ 1.0 ~ 1 – 1½ ~ 1 – 1½ ~$4B - $5B Upside Potential 55% Electric utility investment 2021 2026 ~$ 21 B ~$29 ½ B 7%/yr a
6 Early Q2: File next rate case 2022 Michigan’s Strong Regulatory Construct . . . Gas . . . ensures forward - looking visibility. 2021 Integrated Resource Plan Apr.: Initial order Electric Dec. 22 nd : Final order $54M a U - 20963 9.9% ROE x By Oct.: Expected final order Gas Jun.: Final order Q1 2023: Expected final order Jun. 30 th : Filed Integrated Resource Plan (IRP) U - 21090 x Dec. 1 st : Filed $278M U - 21148 10.5% ROE x Presentation endnotes are included after the appendix. Gas stay - out - amortization of gas tax benefits b in 2021 of ~$35M and 2022 of ~$75M
7 2020 2021 Reported EPS $0.55 $2.20 Adjustments a ( 0.07 ) ( 1.73 ) Adjusted EPS a $ 0.48 Adj. EPS by Segment Full Year 2021 Results . . . Fourth Quarter . . . r eflect 7% adjusted EPS growth . 2020 2021 Reported EPS $2.64 $4.66 Adjustments a ( 0.17 ) ( 2.01 ) Adjusted EPS a $ 2.47 [5XX5 Utility Enterprises EnerBank Parent and Other Total Adjusted EPS $ 0.47 Presentation endnotes are included after the appendix. 2021 $3.07 0.08 Disc. Ops. ( 0.50 ) $ 2.65 $ 2.65
8 2021 Objectives Achieved . . . . . . d elivering benefits for customers and investors. Presentation endnotes are included after the appendix. Adjusted EPS DPS growth Adjusted OCF ($M) Target credit ratings Utility investment ($ B) Planned equity issuance ($M) $2.61 – $2.65 In - line w/ earnings $1,760 Solid investment grade $2.5 Up to $250 Objectives $2.65 $1.84 $1,843 Solid investment grade $2.3 None Actual x x x x x FFO/Debt Target: Mid - teens a FFO/Debt Target: Mid - teens a x
9 2022 Guidance Offers Continued Growth . . . . . . off 2021’s actual performance. Utility Enterprises Parent and Other Consolidated EPS $3.29 – $3.32 0.12 – 0.14 (0. 56 ) – (0.57) $ 2.85 – $2.89 Adjusted EPS Premium Growth
10 2022 Adjusted EPS . . . . . . managing through COVID - 19 risks. 2021 Normal Weather Rates & Investment Cost Savings & Normalized Storms Usage, Enterprises, Tax & Other 2022 (3) ¢ – ( 7) ¢ 5¢ 21¢ 1¢ $2.65 . . . reflects another year of premium growth . $2.85 – $2.89
11 Near - and Long - Term Objectives . . . . . . p rovide sustainable benefits for customers AND investors. Presentation endnotes are included after the appendix. Adjusted EPS guidance DPS growth guidance Target credit ratings Utility investment ($B) Planned equity issuance ($M) $2.85 – $2.89 +6% to +8% Solid investment grade $2 .6 None 2022 +6% to +8% +6% to +8% Solid investment grade $14.3 No equity through 2024 Long - Term Plan FFO/Debt Target: Mid - teens a FFO/Debt Target: Mid - teens a Up to $250/yr in 2025 & 2026 Toward the high end 2022 - 2026
12 Our Entire Cost Structure . . . . . . offers cost reduction opportunities to maintain customer affordability Presentation endnotes are included after the appendix. Cost of Capital Capital Investments Taxes O&M Costs Fuel and Power Costs 0% 100% Estimated Cost Savings Cost Components 2022 2023 2025 2025 Palisades retirement Karn 1&2 coal unit retirements (adj. O&M savings b ) MCV contract change Campbell coal unit retirements (adj. O&M savings b ) > $90M $30M >$60M >$60M Year Event Savings PLUS PRODUCTIVITY CE residential utility bill as % of wallet at ~3% a (down 100 bps from 2007 while investing ~$21B) >$200M identified future cost savings ~70% Non - capital related
13 2022 Sensitivities . . . . . . r eflect effective risk mitigation. Presentation endnotes are included after the appendix. Full - Year Impact Sensitivity Adj. EPS OCF Sales a Electric (~37,000 GWh) Gas (~304 Bcf) + 1% + 1 ( ¢) + 7 + 3 ($M) + 27 + 13 Gas Prices + 50 ¢ + 0 + 60 Utility Earned ROE Electric Gas + 10 bps + 10 + 2 + 1 + 8 + 5 Interest Rates + 25 bps <1 1 Effective Tax Rate (10%) + 100 bps 3 0 + + + + Electric Residential Commercial Industrial 4¢ 2½ 2½¢ (1% Full Year in Volume) 2022 Adj. EPS Sensitivities Gas ½ ½ ½
14 Simple Investment Thesis . . . . . . is simpler, cleaner and leaner. Infrastructure Renewal Constructive Legislation Strong Cash Flow & Balance Sheet Clean Energy Leader Diversified Service Territory Nearly two decades of industry - leading financial performance Affordable Prices Industry - leading clean energy commitment Net Zero Carbon (2040) & Net Zero Methane (2030) a Excellence through the Top - tier regulatory jurisdiction b Premium total shareholder r eturn 6% to 8% adjusted EPS growth + ~3% dividend yield Presentation endnotes are included after the appendix.
15 15 Q&A Thank You!
16 16 Appendix
17 2021 Adjusted EPS . . . . . . managing through COVID - 19 risks. 2020 Weather Rates & Investment Customer Initiatives, Cost Savings & Storms Usage, Enterprises, Tax & Other 2021 (2)¢ 54 ¢ (39)¢ 5¢ $2.47 . . . u p 7% vs. prior year. $2.65
18 (Electric & Gas) Full Year New Service Connections 8% 18% 13% 15% New Service Connections Completed New Customer Requests 2021 vs. 2019 2021 vs. 2020 Utility Sales Continue to Recover . . . . . . w ith supportive economic backdrop in Michigan . Weather - Normalized Electric Deliveries a Res. Com. Ind. Total (2.7)% 3.3% 5.7 % b 1.2% b Presentation endnotes are included after the appendix. (2021 vs. 2020) Economic Development Electric Customers Gas Customers ~1% ~1% (5 - Yr Avg. Customer Count) Residential Customer Growth 2016 – 2021 2016 2017 2018 2019 2020 2021 105 MW 126 MW 75 MW 45 MW 101 MW 69 MW Attracted > 500 MW of new or expanding business to our service territory since 2015 • $1B of state incentives • New energy intensive economic development rate Legislative Support
19 . Ratings Drivers Credit Metrics Maintained . . . Consumers Energy CMS Energy • Strong financial position • Growing operating cash flow • Return on regulated investment • Supportive regulatory environment Senior Secured Commercial Paper Outlook Senior Unsecured Junior Subordinated Outlook Last Review A A - 2 Stable BBB BBB - Stable Jun. 2021 A1 P - 2 Stable Baa2 Baa3 Stable May. 2021 A+ F - 2 Stable BBB BB+ Stable Oct. 2021 S&P Moody’s Fitch . . . at solid investment - grade levels.
20 2022 Plan ($M) Consumers Energy: First Mortgage Bonds $800 CMS Energy: Hybrid / Continuous Preferred None Planned Equity -- Retirements (incl. term loans): Consumers Energy -- CMS Energy -- Existing Facilities $850M (Jun - 2024) $550M (Jun - 2024) $250M (Nov - 2023) Consumers Energy CMS Energy Financings 2022 Planned Financings . . . $2.0 B a of net liquidity position with no CP outstanding (as of 12/31/21) . . . fund customer investment and provide ample liquidity . Presentation endnotes are included after the appendix. $56M contracted
21 Operating Cash Flow . . . . . . remains strong and supports our capital plan. Presentation endnotes are included after the appendix. 2021 2022 2023 2024 2025 2026 NOLs a & Credits Adjusted Operating Cash Flow $0.4 $0. 4 $0.5 $ 0.6 $ 0.5 $ 0.5 Amount ($B) Year ~$1.8B ~$2.1B 2017 - 2021 Average 2022 - 2026 Plan Average ~$10.7B in aggregate ~$9 .0 B in aggregate
22 Utility Customer Investment Plan Enter “so what” if necessary – Century Gothic, Bold, Size 18 or smaller 22 Clean Energy Generation Electric Distribution & Other Gas Utility Total Depreciation & Amortization $0.7 0.8 1.1 $ 2.6 $1.1 2026 $0.5 1.0 1.4 $ 2.9 $1.2 2023 2024 2025 Total 2022 $0.4 1.1 1.4 $ 2.9 $ 1.3 $0 .6 1.1 1.3 $ 3.0 $1.1 $0.6 1.1 1.2 $ 2.9 $ 1.1 5 - Year Plan ($B) $2.8 5.1 6.4 $ 14.3 $5.8
23 23 Endnotes
24 24 Slide 3: a By CultureIQ , top quartile for U.S. utilities b Source : Data from CXi Forrester Index, top quartile across all industries Slide 4: a Reflects increase from 2021 OCF guidance from continuing operations of $1,760M Slide 5: a Assumes $21B rate base in 2021, $29½B in 2026, CAGR Slide 6: a Excludes $27M of lower depreciation expense previously approved b Rate relief equivalent Slide 7: a See GAAP reconciliation on slide 28 Slide 8: a Mid - teens, as calculated by rating agencies Slide 11: a Mid - teens, as calculated by rating agencies Slide 12: a 2020 Consumers Energy bill as % of Michigan household income, in current dollars. Source: Fred.stlouisfed.org, Bls.gov b Excludes potential fuel savings Slide 13: a Reflects 2022 sales forecast; weather - normalized Slide 14 : a Methane emissions from our natural gas delivery system and carbon emissions from our electric business b UBS Research, 2021 state rankings and D.C. Slide 18: a 2021 year over year change in GWh, excludes ROA and other b Excludes one large, low - margin industrial customer Slide 20: a $1,606M in available revolvers + $452M of unrestricted cash - $21M of cash at Aviator Wind and other; excludes proceeds from the sale of EnerBank Slide 21: a After - tax Presentation Endnotes
25 25 GAAP Reconciliation CMS Energy provides historical financial results on both a reported (GAAP) and adjusted (non - GAAP) basis and provides forward - lo oking guidance on an adjusted basis. During an oral presentation, references to “earnings” are on an adjusted basis. All references to net income refer to net income available t o c ommon stockholders and references to earnings per share are on a diluted basis. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring cos ts, changes in accounting principles, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses from mark - to - market adjustments recognized in net income related t o CMS Enterprises’ interest expense, or other items. Management views adjusted earnings as a key measure of the company’s present operating financial performance and uses adjusted earnings for external communications with analysts and investors. Internally, the company uses adjusted earnings to measure and assess performance. Because the company is not able to estimate th e impact of specific line items, which have the potential to significantly impact, favorably or unfavorably, the company's reported earnings in future periods, the company is not providi ng reported earnings guidance nor is it providing a reconciliation for the comparable future period earnings. The adjusted earnings should be considered supplemental information to assist in under sta nding our business results, rather than as a substitute for the reported earnings.
26 CMS ENERGY CORPORATION Reconciliation of GAAP Cash Flows from Operating Activities to Non - GAAP Adjusted Cash Flows from Operating Activities (Unaudited ) 2017 2018 2019 2020 2021 Cash Flows from Operating Activities 1,705$ 1,703$ 1,790$ 1,276$ 1,819$ Adjustments - Discretionary Pension Contributions - 240 - 700 - Adjustments - EnerBank Operating Cash Flows (52) (61) (89) (91) 24 Non-GAAP Adjusted Cash Flows from Operating Activities 1,653$ 1,882$ 1,701$ 1,885$ 1,843$ In Millions
27 CMS ENERGY CORPORATION Reconciliation of GAAP EPS to Non - GAAP Adjusted EPS by Segment (Unaudited) Electric Utility Reported net income per share available to common stockholders $ 0.21 $ 0.32 $ 1.95 $ 1.94 Reconciling items: Other exclusions from adjusted earnings - 0.01 - 0.04 Tax impact - (*) - (0.01) Loss on fleet impairment 0.07 - 0.07 - Tax impact (0.02) - (0.02) - Voluntary separation program - * - 0.03 Tax impact - (*) - (0.01) Adjusted income per share – non-GAAP $ 0.26 $ 0.33 $ 2.00 $ 1.99 Gas Utility Reported net income per share available to common stockholders $ 0.33 $ 0.34 $ 1.05 $ 0.91 Reconciling items: Other exclusions from adjusted earnings - * - * Tax impact - (*) - (*) Loss on fleet impairment 0.03 - 0.03 - Tax impact (0.01) - (0.01) - Voluntary separation program - - - 0.01 Tax impact - - - (*) Adjusted income per share – non-GAAP $ 0.35 $ 0.34 $ 1.07 $ 0.92 Enterprises Reported net income (loss) per share available to common stockholders $ (0.01) $ 0.01 $ 0.08 $ 0.13 Reconciling items: Other exclusions from adjusted earnings * (*) (*) * Tax impact (*) * * (*) Tax reform - - - (0.01) Voluntary separation program - * - * Tax impact - (*) - (*) Adjusted income (loss) per share – non-GAAP $ (0.01) $ 0.01 $ 0.08 $ 0.12 Corporate Interest and Other Reported net loss per share available to common stockholders $ (0.13) $ (0.20) $ (0.50) $ (0.54) Reconciling items: Other exclusions from adjusted earnings * * (*) (*) Tax impact (*) (*) * * Tax reform - - - (0.02) Adjusted loss per share – non-GAAP $ (0.13) $ (0.20) $ (0.50) $ (0.56) Discontinued Operations Reported net income per share available to common stockholders $ 1.80 $ 0.08 $ 2.08 $ 0.20 Reconciling items: Disposal of discontinued operations gain (2.30) - (2.27) - Tax impact 0.50 - 0.49 - Discontinued operations income - (0.11) (0.39) (0.26) Tax impact - 0.03 0.09 0.06 Adjusted income per share – non-GAAP $ - $ - $ - $ - Consolidated Reported net income per share available to common stockholders $ 2.20 $ 0.55 $ 4.66 $ 2.64 Reconciling items: Disposal of discontinued operations gain (2.30) - (2.27) - Tax impact 0.50 - 0.49 - Discontinued operations income - (0.11) (0.39) (0.26) Tax impact - 0.03 0.09 0.06 Other exclusions from adjusted earnings * 0.01 (*) 0.04 Tax impact (*) (*) * (0.01) Loss on fleet impairment 0.10 - 0.10 - Tax impact (0.03) - (0.03) - Tax reform - - - (0.03) Voluntary separation program - * - 0.04 Tax impact - (*) - (0.01) Adjusted income per share – non-GAAP $ 0.47 $ 0.48 $ 2.65 $ 2.47 Average Common Shares Outstanding – Diluted 289.7 286.9 289.5 286.3 * Less than $0.01 per share. In Millions, Except Per Share Amounts Three Months Ended Twelve Months Ended 12/31/21 12/31/20 12/31/21 12/31/20
28 CMS ENERGY CORPORATION Reconciliation of GAAP Net Income to Non - GAAP Adjusted Net Income (Unaudited ) Net Income Available to Common Stockholders $ 637 $ 158 $ 1,348 $ 755 Reconciling items: Disposal of discontinued operations gain (665) - (657) - Tax impact 145 - 143 - Discontinued operations income - (32) (115) (76) Tax impact - 8 27 18 Other exclusions from adjusted earnings** * 2 (1) 13 Tax impact (*) (1) * (3) Loss on fleet impairment 29 - 29 - Tax impact (7) - (7) - Tax reform - - - (9) Voluntary separation program - * - 11 Tax impact - (*) - (3) Adjusted net income – non-GAAP $ 139 $ 135 $ 767 $ 706 Average Common Shares Outstanding Basic 289.1 285.7 289.0 285.0 Diluted 289.7 286.9 289.5 286.3 Basic Earnings Per Average Common Share Reported net income per average common share $ 2.20 $ 0.55 $ 4.66 $ 2.65 Reconciling items: Disposal of discontinued operations gain (2.30) - (2.27) - Tax impact 0.50 - 0.49 - Discontinued operations income - (0.11) (0.39) (0.26) Tax impact - 0.03 0.09 0.06 Other exclusions from adjusted earnings** * 0.01 (*) 0.04 Tax impact (*) (*) * (0.01) Loss on fleet impairment 0.10 - 0.10 - Tax impact (0.03) - (0.03) - Tax reform - - - (0.03) Voluntary separation program - * - 0.04 Tax impact - (*) - (0.01) Adjusted net income per average common share – non-GAAP $ 0.47 $ 0.48 $ 2.65 $ 2.48 Diluted Earnings Per Average Common Share Reported net income per average common share $ 2.20 $ 0.55 $ 4.66 $ 2.64 Reconciling items: Disposal of discontinued operations gain (2.30) - (2.27) - Tax impact 0.50 - 0.49 - Discontinued operations income - (0.11) (0.39) (0.26) Tax impact - 0.03 0.09 0.06 Other exclusions from adjusted earnings** * 0.01 (*) 0.04 Tax impact (*) (*) * (0.01) Loss on fleet impairment 0.10 - 0.10 - Tax impact (0.03) - (0.03) - Tax reform - - - (0.03) Voluntary separation program - * - 0.04 Tax impact - (*) - (0.01) Adjusted net income per average common share – non-GAAP $ 0.47 $ 0.48 $ 2.65 $ 2.47 * Less than $0.5 million or $0.01 per share. **Includes restructuring costs and unrealized gains or losses from mark-to-market adjustments recognized in net income related to CMS Enterprises' 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, changes in accounting principles, 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 CMS Enterprises’ 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 Twelve Months Ended 12/31/21 12/31/20 12/31/21 12/31/20
29 CMS ENERGY CORPORATION Reconciliation of GAAP Net Income to Non - GAAP Adjusted Net Income by Quarter (Unaudited ) Net Income Available to Common Stockholders $ 349 $ 176 $ 186 $ 637 Reconciling items: Electric utility and gas utility - - - 29 Tax impact - - - (7) Enterprises (1) * (*) * Tax impact * (*) * (*) Corporate interest and other - (*) - * Tax impact - * - (*) Disposal of discontinued operations (gain) loss - 5 3 (665) Tax impact - (1) (1) 145 Discontinued operations income (43) (30) (42) - Tax impact 9 8 10 - Adjusted Net Income – Non-GAAP $ 314 $ 158 $ 156 $ 139 Average Common Shares Outstanding – Diluted 289.1 289.4 289.6 289.7 Diluted Earnings Per Average Common Share $ 1.21 $ 0.61 $ 0.64 $ 2.20 Reconciling items: Electric utility and gas utility - - - 0.10 Tax impact - - - (0.03) Enterprises (*) * (*) * Tax impact * (*) * (*) Corporate interest and other - (*) - * Tax impact - * - (*) Disposal of discontinued operations (gain) loss - 0.02 0.01 (2.30) Tax impact - (0.01) (*) 0.50 Discontinued operations income (0.15) (0.10) (0.14) - Tax impact 0.03 0.03 0.03 - Adjusted Diluted Earnings Per Average Common Share – Non-GAAP $ 1.09 $ 0.55 $ 0.54 $ 0.47 Net Income Available to Common Stockholders $ 243 $ 136 $ 218 $ 158 Reconciling items: Electric utility and gas utility 15 4 4 2 Tax impact (4) (1) (1) (1) Enterprises 1 (*) * (*) Tax impact (4) * (*) * Corporate interest and other (2) * (*) * Tax impact (4) (*) * (*) Discontinued operations income (17) (11) (16) (32) Tax impact 3 3 4 8 Adjusted Net Income – Non-GAAP $ 231 $ 131 $ 209 $ 135 Average Common Shares Outstanding – Diluted 285.2 286.5 286.9 286.9 Diluted Earnings Per Average Common Share $ 0.85 $ 0.48 $ 0.76 $ 0.55 Reconciling items: Electric utility and gas utility 0.05 0.02 0.01 0.01 Tax impact (0.01) (0.01) (*) (*) Enterprises * (*) * (*) Tax impact (0.01) * (*) * Corporate interest and other (*) * (*) * Tax impact (0.02) (*) * (*) Discontinued operations income (0.06) (0.04) (0.05) (0.11) Tax impact 0.01 0.01 0.01 0.03 Adjusted Diluted Earnings Per Average Common Share – Non-GAAP $ 0.81 $ 0.46 $ 0.73 $ 0.48 * Less than $0.5 million or $0.01 per share. In Millions, Except Per Share Amounts 2020 1Q 2Q 3Q 4Q In Millions, Except Per Share Amounts 2021 1Q 2Q 3Q 4Q