CMS-B CMS Energy Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported) October 31, 2024

 

Commission		Registrant; State of Incorporation;		IRS Employer
File Number		Address; and Telephone Number		Identification No.
1-9513		CMS ENERGY CORPORATION (A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550		38-2726431
1-5611		CONSUMERS ENERGY COMPANY (A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550		38-0442310

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

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

 

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

 

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

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On October 31, 2024, CMS Energy Corporation (“CMS Energy”) issued a News Release, in which it announced its 2024 third quarter results. Attached as Exhibit 99.1 to this report and incorporated herein by reference is a copy of the CMS Energy News Release, furnished as a part of this report.

 

Exhibit 99.1 contains certain financial measures that are considered “non-GAAP financial measures” as defined in Securities and Exchange Commission rules. Other than forward-looking earnings guidance, Exhibit 99.1 contains a reconciliation of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, business optimization initiative, changes in accounting principles, voluntary separation program, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses from mark-to-market adjustments, or other items. Management views adjusted earnings as a key measure of the company’s present operating financial performance and uses adjusted earnings for external communications with analysts and investors. Internally, the company uses adjusted earnings to measure and assess performance. Because CMS Energy is not able to estimate the impact of specific line items, which have the potential to significantly impact, favorably or unfavorably, reported earnings in future periods, Exhibit 99.1 does not contain reported earnings guidance nor a reconciliation for the comparable future period earnings. The adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for the reported earnings. All references to net income refer to net income available to common stockholders and references to earnings per share are on a diluted basis.

 

Item 7.01. Regulation FD Disclosure.

 

The information set forth in the CMS Energy News Release dated October 31, 2024, 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 2024 third quarter results and provide a business and financial outlook on October 31 at 9:30 a.m. (ET). A copy of the CMS Energy presentation is furnished as Exhibit 99.2 to this report. A webcast of the presentation will be available on the CMS Energy website, www.cmsenergy.com.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

 

Investors and others should note that CMS Energy routinely posts important information on its website and considers the Investor Relations section, www.cmsenergy.com/investor-relations, a channel of distribution.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.  

 

	Exhibit Index
99.1		CMS Energy News Release dated October 31, 2024
99.2		CMS Energy presentation dated October 31, 2024
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

 

 

		CMS ENERGY CORPORATION
Dated: October 31, 2024	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer
		CONSUMERS ENERGY COMPANY
Dated: October 31, 2024	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer

 

 

 

Exhibit 99.1

 

 

 

CMS Energy Announces Third Quarter Results, Introduces 2025 Guidance

 

JACKSON, Mich., Oct. 31, 2024 – CMS Energy announced today reported earnings per share of $0.84 for the third quarter of 2024, compared to $0.60 per share for the same quarter in 2023. The company’s adjusted earnings per share for the third quarter were $0.84, compared to $0.61 per share for the same quarter in 2023. For the first nine months of the year, the company reported $2.45 per share compared to $1.96 per share for the same timeframe in 2023. The company’s adjusted earnings per share on a year-to-year basis were $2.47 in 2024, compared to $2.06 per share in 2023, largely due to constructive regulatory outcomes and solid performance at NorthStar Clean Energy.

 

CMS Energy reaffirmed its 2024 adjusted earnings guidance of $3.29 to $3.35 per share (*See below for important information about non-GAAP measures) and long-term adjusted EPS growth of 6 to 8 percent, with continued confidence toward the high end. The Company also introduced 2025 adjusted earnings guidance of $3.52 to $3.58 per share.

 

“We continue to make needed investments as outlined in our electric Reliability Roadmap by burying wires, installing sensors and adding other technology to build a smarter and stronger grid. We are committed in our efforts to shorten the length and impact of power outages for our customers and are well positioned to deliver for all stakeholders in 2024 and beyond,” said Garrick Rochow, President and CEO of CMS Energy and Consumers Energy.

 

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

 

# # #

 

 

CMS Energy will hold a webcast to discuss its 2024 third quarter results and provide a business and financial outlook on Thursday, October 31 at 9:30 a.m. (EDT). To participate in the webcast, go to CMS Energy’s homepage (cmsenergy.com) and select “Events and Presentations.”

 

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

 

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

 

This news release contains "forward-looking statements." The forward-looking statements are subject to risks and uncertainties that could cause CMS Energy's and Consumers Energy's results to differ materially. All forward-looking statements should be considered in the context of the risk and other factors detailed from time to time in CMS Energy's and Consumers Energy's Securities and Exchange Commission filings.

 

Investors and others should note that CMS Energy routinely posts important information on its website and considers the Investor Relations section, www.cmsenergy.com/investor-relations, a channel of distribution.

 

Media Contacts: Katie Carey, 517/740-1739

 

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

 

 

Page 1 of 3

 

CMS ENERGY CORPORATION

Consolidated Statements of Income

(Unaudited)

 

		In Millions, Except Per Share Amounts
		Three Months Ended								Nine Months Ended
		9/30/24				9/30/23				9/30/24				9/30/23
Operating revenue		$	1,743			$	1,673			$	5,526			$	5,512
Operating expenses			1,376				1,402				4,464				4,683
Operating Income			367				271				1,062				829
Other income			84				77				283				279
Interest charges			178				164				528				471
Income Before Income Taxes			273				184				817				637
Income tax expense			26				11				125				81
Income From Continuing Operations			247				173				692				556
Income from discontinued operations, net of tax			-				-				-				1
Net Income			247				173				692				557
Loss attributable to noncontrolling interests			(6	)			(3	)			(46	)			(21	)
Net Income Attributable to CMS Energy			253				176				738				578
Preferred stock dividends			2				2				7				7
Net Income Available to Common Stockholders		$	251			$	174			$	731			$	571
Diluted Earnings Per Average Common Share		$	0.84			$	0.60			$	2.45			$	1.96

 

 

Page 2 of 3

 

CMS ENERGY CORPORATION

Summarized Consolidated Balance Sheets

(Unaudited)

 

		In Millions
		As of
		9/30/24				12/31/23
Assets
Current assets
Cash and cash equivalents		$	412			$	227
Restricted cash and cash equivalents			55				21
Other current assets			2,236				2,591
Total current assets			2,703				2,839
Non-current assets
Plant, property, and equipment			26,671				25,072
Other non-current assets			5,443				5,606
Total Assets		$	34,817			$	33,517
Liabilities and Equity
Current liabilities (1)		$	1,684			$	1,822
Non-current liabilities (1)			8,325				7,927
Capitalization
Debt and finance leases (excluding securitization debt) (2)			15,451				14,856
Preferred stock and securities			224				224
Noncontrolling interests			530				581
Common stockholders' equity			7,887				7,320
Total capitalization (excluding securitization debt)			24,092				22,981
Securitization debt (2)			716				787
Total Liabilities and Equity		$	34,817			$	33,517

 

(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
		9/30/24				9/30/23
Beginning of Period Cash and Cash Equivalents, Including Restricted Amounts		$	248			$	182
Net cash provided by operating activities			1,967				1,904
Net cash used in investing activities			(2,101	)			(2,737	)
Cash flows from operating and investing activities			(134	)			(833	)
Net cash provided by financing activities			353				835
Total Cash Flows		$	219			$	2
End of Period Cash and Cash Equivalents, Including Restricted Amounts		$	467			$	184

 

 

Page 3 of 3

 

 CMS ENERGY CORPORATION
Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income
(Unaudited)

 

		In Millions, Except Per Share Amounts
		Three Months Ended								Nine Months Ended
		9/30/24				9/30/23				9/30/24				9/30/23
Net Income Available to Common Stockholders		$	251			$	174			$	731			$	571
Reconciling items:
Disposal of discontinued operations (gain) loss			-				-				-				(1	)
Tax impact			-				-				-				*
Other exclusions from adjusted earnings**			*				1				6				6
Tax impact			(*	)			(1	)			(1	)			(2	)
Voluntary separation program			-				5				*				33
Tax impact			-				(1	)			(*	)			(8	)
Adjusted net income – non-GAAP		$	251			$	178			$	736			$	599
Average Common Shares Outstanding - Diluted			298.8				291.4				298.2				291.3
Diluted Earnings Per Average Common Share
Reported net income per share		$	0.84			$	0.60			$	2.45			$	1.96
Reconciling items:
Disposal of discontinued operations (gain) loss			-				-				-				(*	)
Tax impact			-				-				-				*
Other exclusions from adjusted earnings**			*				*				0.02				0.02
Tax impact			(*	)			(*	)			(*	)			(*	)
Voluntary separation program			-				0.01				*				0.11
Tax impact			-				(*	)			(*	)			(0.03	)
Adjusted net income per share – non-GAAP		$	0.84			$	0.61			$	2.47			$	2.06

 

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

** Includes restructuring costs and business optimization initiative.

 

Management views adjusted (non-Generally Accepted Accounting Principles) earnings as a key measure of the Company's present operating financial performance and uses adjusted earnings for external communications with analysts and investors.  Internally, the Company uses adjusted earnings to measure and assess performance.  Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, business optimization initiative, changes in accounting principles, voluntary separation program, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses from mark-to-market adjustments, 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

 

Third Quarter 2024 Results & Outlook October 31, 2024

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

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

4 New Michigan Energy Law a . . . Key Items 60% by 2035 (50% by 2030) • Renewable Portfolio Standard • Next Renewable Energy Plan (REP) filing (Nov. 2024) 100% by 2040 (80% by 2035) • Clean Energy Standard (incl. renewables, gas w/ CCS, or nuclear) • Next Integrated Resource Plan filing (2026 ) Pre - tax WACC on permanent capital structure (~9%) • Financial Compensation Mechanism (FCM) on PPAs Up to 25% incentive / >2.17% YoY load reduction • Energy Waste Reduction (EWR) Incentive ~850 MW by 2030 (Consumers Energy portion) • 2.5 GW Storage State Target Benefits Presentation endnotes are included after the appendix. . . . delivers for all stakeholders while maintaining affordability. x Ability to own AND contract throughout MISO x Ensures continued resource adequacy x Unique “capital - light” earnings opportunity x Ability to earn outside rate base x Accelerates storage deployment Notable Changes

5 Electric Reliability Roadmap . . . . . . r equires significant investments to i mprove reliability and resiliency. Electric Reliability Roadmap Additional Customer Value “ The ( Liberty) audit underscores that now is the time…to focus more on strategic investments to prevent outages rather than reacting to them.” – MPSC Chair Dan Scripps Prior Plan Current Filing ~$4B ~$7B +$3B • Proactive grid enhancements vs. reactive maintenance and repair • More reliable and resilient system • Fewer and shorter customer outages • Lower future operating costs 5 - yr Capital Investments $1.5B Not in plan

6 '16 '17 '18 '19 '20 '21 '22 '23 '24 YTD '16 '17 '18 '19 '20 '21 '22 '23 '24 YTD Expansive Economic Development Efforts . . . . . . drive meaningful growth across Michigan and reduce customer rates. Electric Gas Combined 2022 New Load 2023 New Load 2024 New Load Corning Inc. Solar production facility $ 900M investment ~1,100 jobs Saab Inc. Military & civil security $75M investment ~70 jobs a Contracted Load (MW) Data Center Manufacturing All Other 1,350 MW cumulative contracted load since 2015 a 126 75 105 45 101 69 359 127 343 Presentation endnotes are included after the appendix. Northland Corporation High - end appliance products $21M investment ~200 jobs Hemlock Semiconductor ~$ 375 M investment ~175 jobs Ford Blue Oval Battery Park ~ $2,600M investment ~1,700 jobs Large Data Center Expansion ~230 MW contracted Gotion $2,400M investment >2,000 jobs Benteler Automotiv e Battery component production $105M investment ~170 jobs

7 Dec.: File Gas Rate Case 2024 2025 Michigan’s Strong Regulatory Environment . . . . . . provides constructive outcomes and forward - looking visibility. Electric Gas Supportive Energy Policy • Timely recovery of investments x Forward - looking test years/earn authorized ROEs x 10 - month rate cases x Monthly fuel adjustment trackers (PSCR/GCR) • Supportive incentives x Constructive ROEs for Renewable Portfolio Standard x Energy waste reduction incentives x FCM adder on PPAs • Appointed commissioners Renewable Energy Plan (REP) Enhanced w/ 2023 Energy Law Mar. 1 st : Order $92M, 9.9% ROE U - 21389 x Nov.: File REP By Mar. 31, 2025: Expected Order U - 21585 Jul. 23 rd : Settlement Approved $62.5M b , 9.9% ROE U - 21490 Presentation endnotes are included after the appendix. x Oct. 18 th : Revised $277M a , 10.25% ROE U - 21585 Q3 2025: Expected REP Order

8 . . . on track to deliver in 2024 and beyond. Commentary Amount Financial Results & Outlook . . . YTD 2 024 Results ` Long - Term Outlook 2024 Full - Year Outlook 2025 Full - Year Outlook Presentation endnotes are included after the appendix. Adjusted EPS $2. 47 Up vs. 2023 with confidence in the full year Adjusted EPS Guidance Annual Dividend Per Share $3.29 – $3.35 $2.06 Toward the high end Up 11¢ Adjusted EPS Guidance $3. 52 – $3. 58 Toward the high end Adjusted EPS Growth Dividend Per Share Growth Utility Capital Plan ($B) a +6% to +8% +6% to +8% $17 Toward the high end ~60% payout over time To be updated on Q4 call

9 2023 Weather Rates & Investment Cost Savings & Productivity (incl. Storms) Usage, Non-Utility, Tax & Other Normal Weather Rates & Investment Cost Savings & Productivity (incl. Storms) Usage, Non-Utility, Tax & Other 2024 2024 Adjusted EPS . . . . . . continued confidence toward the high end. First Nine Months 41 ¢ Three Months To - Go (17)¢ – ( 23) ¢ Presentation endnotes are included after the appendix. $3. 29 – $3.35 5¢ $3.11 18 ¢ 16¢ 14¢ 9¢ (25) ¢ – (31 ) ¢ 2 ¢ ( 15 ) ¢ YTD $2 .47 YTD $ 2.06 2024 2023 $2.45 $1.96 Reported EPS 0.02 0.10 Adjustments a $ 2.47 $ 2.06 Adjusted EPS YTD EPS Results x

10 . Strong Balance Sheet . . . . . . m aintains 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 Stable Baa2 Baa3 Stable Mar. 2024 A+ F - 2 Stable BBB BB+ Stable Apr . 2024 S&P Moody’s Fitch x Forward - looking recovery x Constructive rate construct x Strong operating cash flow generation x 100% fixed rate debt x Hybrid debt (w/ equity credit) x Limited near - term maturities Key Strengths A A - 2 Stable BBB BBB - Stable Aug. 2024 Aug. 2024

11 $1,100M (Dec - 2027) $550M (Dec - 2027) $250M (Nov - 2025) Consumers Energy CMS Energy 2024 Planned Financings Completed . . . Financings a . . . and provide ample liquidity. Presentation endnotes are included after the appendix. ~$2 .2 B b of net liquidity ~4.65% c x ~$70/ sh x x YTD Plan ($M) ($M) Consumers Energy: $1,300 ~$1,275 First Mortgage Bonds CMS Energy: ~266 ~266 Contracted Equity (issued) Retirements: 250 302 Consumers Energy 250 250 CMS Energy

12 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+ Recession Adjusted EPS Dividend +6% to +8% Weather Help Hurt Cold winter Mild summer Warm winter Hot summer Mild summer Cold winter Polar vortex Mild summer Warm winter Hot summer Hot summer Summer - less Storms Hot summer Storms Hot summer Warm winter Warm winter Mild winter Governor (D) Governor (R) Governor (D) Commission (D) Commission (D) Commission (R) Commission (I) Commission (D) Dave Joos John Russell Patti Poppe K. Whipple Recession / Pandemic Garrick Rochow Mild w/ storms Hot summer

13 Q&A See you at EEI! 13

14 14 ENDNOTES

15 Slide 3: a UBS Research, 2024 state rankings and D.C. Slide 4: a New energy law effective June 1, 2024 Slide 6: a New or expanding load since 2015 as of October 15, 2024 Slide 7: a $277M position includes a $22M surcharge related to distribution investments made in 2023 above prior approved levels. b $62.5M of effective rate relief ($35M of higher revenue as permanent rate relief and $27.5M retained gain share from the Appliance Service Plan ( ASP ) business sale used as an offset in lieu of additional rate relief during the test year) Slide 8: a $17B utility capital investment plan (2024 - 2028), up $1.5B from prior plan (2023 - 2027) Slide 9: a Adjusted EPS; see GAAP reconciliation on slide 17 Slide 11 : a Excludes tax - exempt remarketing in October 2024 b $1,786M in unreserved revolvers + $385M of unrestricted cash; excludes cash unavailable for debt retirement, such as cash held at NorthStar c Weighted average Presentation Endnotes 15

16 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 ava ila ble to common stockholders and references to earnings per share are on a diluted basis. Adjustments could include items such as discontinued operations, asset sales, impa irm ents, restructuring costs, business optimization initiative, changes in accounting principles, voluntary separation program, changes in federal tax policy, regulatory items f rom prior years, unrealized gains or losses from mark - to - market adjustments, or other items. Management views adjusted earnings as a key measure of the company’s present operating fi nancial performance and uses adjusted earnings for external communications with analysts and investors. Internally, the company uses adjusted earnings to measure a nd 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 unfavo rab ly, 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 futu re period earnings. The adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for the r epo rted earnings. 16

CMS ENERGY CORPORATION Reconciliation of GAAP Net Income to Non - GAAP Adjusted Net Income (Unaudited) 17 Net Income Available to Common Stockholders $ 251 $ 174 $ 731 $ 571 Reconciling items: Disposal of discontinued operations (gain) loss - - - (1) Tax impact - - - * Other exclusions from adjusted earnings** * 1 6 6 Tax impact (*) (1) (1) (2) Voluntary separation program - 5 * 33 Tax impact - (1) (*) (8) Adjusted net income – non-GAAP $ 251 $ 178 $ 736 $ 599 Average Common Shares Outstanding - Diluted 298.8 291.4 298.2 291.3 Diluted Earnings Per Average Common Share Reported net income per share $ 0.84 $ 0.60 $ 2.45 $ 1.96 Reconciling items: Disposal of discontinued operations (gain) loss - - - (*) Tax impact - - - * Other exclusions from adjusted earnings** * * 0.02 0.02 Tax impact (*) (*) (*) (*) Voluntary separation program - 0.01 * 0.11 Tax impact - (*) (*) (0.03) Adjusted net income per share – non-GAAP $ 0.84 $ 0.61 $ 2.47 $ 2.06 * Less than $0.5 million or $0.01 per share. **Includes restructuring costs and business optimization initiative. Management views adjusted (non-Generally Accepted Accounting Principles) earnings as a key measure of the Company's present operating financial performance and uses adjusted earnings for external communications with analysts and investors. Internally, the Company uses adjusted earnings to measure and assess performance. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, business optimization initiative, changes in accounting principles, voluntary separation program, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses from mark-to-market adjustments, or other items. The adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for reported earnings. In Millions, Except Per Share Amounts Three Months Ended Nine Months Ended 9/30/24 9/30/23 9/30/24 9/30/23

18 CMS ENERGY CORPORATION Reconciliation of GAAP Net Income to Non - GAAP Adjusted Net Income by Quarter (Unaudited) Net Income Available to Common Stockholders $ 285 $ 195 $ 251 $ 202 $ 195 $ 174 $ 306 Reconciling items: Electric utility and gas utility 4 2 * 3 30 6 3 Tax impact (1) (*) (*) (1) (7) (2) (1) NorthStar Clean Energy - - - - - - - Tax impact - - - - - - - Corporate interest and other - - - - - - - Tax impact - - - - - - - Adjusted Net Income – Non-GAAP $ 288 $ 197 $ 251 $ 204 $ 217 $ 178 $ 308 Average Common Shares Outstanding – Diluted 297.2 298.5 298.8 291.2 291.3 291.4 292.7 Diluted Earnings Per Average Common Share $ 0.96 $ 0.65 $ 0.84 $ 0.69 $ 0.67 $ 0.60 $ 1.05 Reconciling items: Electric utility and gas utility 0.01 0.01 * 0.01 0.10 0.01 0.01 Tax impact (*) (*) (*) (*) (0.02) (*) (0.01) NorthStar Clean Energy - - - - - - - Tax impact - - - - - - - Corporate interest and other - - - - - - - Tax impact - - - - - - - Adjusted Diluted Earnings Per Average Common Share – Non-GAAP $ 0.97 $ 0.66 $ 0.84 $ 0.70 $ 0.75 $ 0.61 $ 1.05 * Less than $0.5 million or $0.01 per share. 2024 2023 2Q 3Q 4Q 1Q 2Q 3Q 1Q In Millions, Except Per Share Amounts

 

v3.24.3

Cover	Oct. 31, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 31, 2024
Entity File Number	1-9513
Entity Registrant Name	CMS ENERGY CORPORATION
Entity Central Index Key	0000811156
Entity Tax Identification Number	38-2726431
Entity Incorporation, State or Country Code	MI
Entity Address, Address Line One	One Energy Plaza
Entity Address, City or Town	Jackson
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	49201
City Area Code	517
Local Phone Number	788-0550
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	CMS Energy Corporation Common Stock, $0.01 par value
Trading Symbol	CMS
Security Exchange Name	NYSE
A 5. 625 Junior Subordinated Notes Due 2078 [Member]
Document Information [Line Items]
Title of 12(b) Security	CMS Energy Corporation 5.625% Junior Subordinated Notes due 2078
Trading Symbol	CMSA
Security Exchange Name	NYSE
A 5. 875 Junior Subordinated Notes Due 2078 [Member]
Document Information [Line Items]
Title of 12(b) Security	CMS Energy Corporation 5.875% Junior Subordinated Notes due 2078
Trading Symbol	CMSC
Security Exchange Name	NYSE
A 5. 875 Junior Subordinated Notes Due 2079 [Member]
Document Information [Line Items]
Title of 12(b) Security	CMS Energy Corporation 5.875% Junior Subordinated Notes due 2079
Trading Symbol	CMSD
Security Exchange Name	NYSE
C M S Energy Corporation Depositary Shareseachrepresentinga 11000thinterestinashareof 4200percent Cumulative Redeemable Perpetual Preferred Stock Series C [Member]
Document Information [Line Items]
Title of 12(b) Security	CMS Energy Corporation, Depositary Shares
Trading Symbol	CMS PRC
Security Exchange Name	NYSE
Consumers Energy Company [Member]
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 31, 2024
Entity File Number	1-5611
Entity Registrant Name	CONSUMERS ENERGY COMPANY
Entity Central Index Key	0000201533
Entity Tax Identification Number	38-0442310
Entity Incorporation, State or Country Code	MI
Entity Address, Address Line One	One Energy Plaza
Entity Address, City or Town	Jackson
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	49201
City Area Code	517
Local Phone Number	788-0550
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Consumers Energy Company Cumulative Preferred Stock, $100 par value: $4.50 Series
Trading Symbol	CMS-PB
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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