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 29, 2015
Commission |
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Registrant; State of Incorporation; |
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IRS Employer |
File Number |
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Address; and Telephone Number |
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Identification No. |
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1-9513 |
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CMS ENERGY CORPORATION (A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550 |
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38-2726431 |
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1-5611 |
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CONSUMERS ENERGY COMPANY (A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550 |
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On October 29, 2015, CMS Energy Corporation (CMS Energy) issued a News Release, in which it announced its results for the third quarter of 2015. 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 and 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.
Item 7.01. Regulation FD Disclosure.
The information set forth in the CMS Energy News Release dated October 29, 2015, attached as Exhibit 99.1, is incorporated by reference in response to this Item 7.01.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, 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.
99.1 |
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CMS Energy News Release dated October 29, 2015 |
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.
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CMS ENERGY CORPORATION |
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Dated: October 29, 2015 |
By: |
/s/ Thomas J. Webb |
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Thomas J. Webb |
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Executive Vice President and |
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Chief Financial Officer |
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CONSUMERS ENERGY COMPANY |
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Dated: October 29, 2015 |
By: |
/s/ Thomas J. Webb |
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Thomas J. Webb |
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Executive Vice President and |
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Chief Financial Officer |
Exhibit 99.1
CMS ENERGY ANNOUNCES THIRD QUARTER EARNINGS OF $0.53 PER SHARE; RAISES LOW END OF ADJUSTED EARNINGS GUIDANCE TO $1.87 TO $1.89 PER SHARE
JACKSON, Mich., October 29, 2015 CMS Energy announced today reported net income of $148 million, or $0.53 per share, for the third quarter of 2015 and $417 million, or $1.51 per share, for the first nine months of the year. Adjusted earnings per share for the third quarter and first nine months were the same as reported amounts.
CMS Energy raised the low end of its 2015 adjusted earnings per share guidance by a penny from $1.86-$1.89 to $1.87-$1.89, consistent with performance at the high end of its long-term plan to grow earnings per share at 5% to 7%.
For the first nine months of 2015, CMS Energy achieved high marks for customer satisfaction as it focused on reinvestments in its electric and natural gas operations, affordability and transitioning to cleaner energy sources.
We are transitioning to a cleaner energy portfolio, which benefits our customers and Michigan as it develops a compliance strategy for the federal Clean Power Plan, said John Russell, president and chief executive officer for CMS Energy and its principal subsidiary, Consumers Energy.
Well be buying competitively priced renewable energy from a new 100 megawatt wind park in Huron County, allowing us to exceed the renewable energy requirements in Michigans current law. Were building two new community solar gardens, the largest program in the state, in collaboration with Grand Valley State University and Western Michigan University, said Russell. Were also adding the clean-burning Jackson Gas Plant to our generating portfolio in the next few months as we retire our seven oldest coal plants by the second quarter of 2016 in April.
The Companys work to lower industrial electric rates and keep residential bills low is helping to stimulate job growth and economic development in Michigan. In part due to the Companys efforts, Chilean-based Arauco announced during the quarter a new particle board manufacturing facility in Grayling, creating 250 jobs. Separately, General Motors announced upgrade and expansion plans for its manufacturing facilities in Flint and Grand Rapids, adding 300 jobs.
These expansions are in addition to recent announcements of new facilities in Michigan by Italian-based Brembo, and Dicastal, a Chinese company. Meanwhile, Michigans
economy continues to make progress as the states unemployment rate fell below the U.S. average for the first time since 2000.
On the natural gas side of the business, Consumers Energy reduced fuel costs to the lowest level since 2001, due to abundant supplies and the Companys investment of more than $400 million over the last five years in its gas delivery and storage system. The lower costs are driving a 15 percent expected reduction this winter in heating costs for an average residential customer, along with savings for business customers.
The Company expects to double investments in its gas business over the next decade. Those investments include expansion of its pipeline and storage system, adding new customers who formerly used higher-cost propane, and strengthening pipeline integrity in a multi-year line replacement program.
The Company maintained its focus on sustainability as Consumers Energy was ranked as a Top 2015 Environmental Champion by MSI Cogent Reports in the Midwest Combination category.
CMS Energy (NYSE: CMS) is a Michigan-based company that has an electric and natural gas utility, Consumers Energy, as its primary business and also owns and operates independent power generation businesses.
# # #
CMS Energy will hold a webcast to discuss its 2015 third quarter results and provide a business and financial outlook on October 29 at 9:00 AM (EDT). To participate in the Webcast, go to CMS Energys home page (www.cmsenergy.com) and select Investor Meeting.
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.
This news release contains non-Generally Accepted Accounting Principles (non-GAAP) measures, such as adjusted earnings. Management views adjusted earnings as a key measure of the companys present operating financial performance, unaffected by discontinued operations, asset sales, impairments, regulatory items from prior years, or other items detailed in the attached summary financial statements. These items have the potential to impact, favorably or unfavorably, the companys reported earnings.
This news release contains forward-looking statements. The forward-looking statements are subject to risks and uncertainties that could cause CMS Energys and Consumers Energys 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 Energys and Consumers Energys Securities and Exchange Commission filings.
For more information on CMS Energy, please visit our web site at: www.cmsenergy.com
Media Contacts: Dan Bishop, 517/788-2395 or Brian Wheeler, 517/788-2394
Investment Analyst Contact: CMS Energy Investor Relations, 517/788-2590
CMS Energy Corporation
SUMMARIZED CONSOLIDATED STATEMENTS OF INCOME
(In Millions, Except Per Share Amounts)
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Third Quarter |
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Nine Months |
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(Unaudited) |
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(Unaudited) |
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2015 |
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2014 |
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2015 |
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2014 |
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Operating Revenue |
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$ |
1,486 |
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$ |
1,430 |
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$ |
4,947 |
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$ |
5,421 |
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Operating Expenses |
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1,169 |
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1,194 |
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4,029 |
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4,542 |
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Operating Income |
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$ |
317 |
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$ |
236 |
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$ |
918 |
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$ |
879 |
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Other Income |
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7 |
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6 |
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16 |
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1 |
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Interest Charges |
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101 |
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101 |
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305 |
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303 |
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Income before Income Taxes |
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$ |
223 |
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$ |
141 |
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$ |
629 |
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$ |
577 |
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Income Tax Expense |
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75 |
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47 |
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211 |
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195 |
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Net Income |
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$ |
148 |
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$ |
94 |
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$ |
418 |
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$ |
382 |
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Income Attributable to Noncontrolling Interests |
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1 |
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1 |
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Net Income Available to Common Stockholders |
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$ |
148 |
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$ |
94 |
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$ |
417 |
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$ |
381 |
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Income Per Share |
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Basic |
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$ |
0.53 |
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$ |
0.34 |
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$ |
1.51 |
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$ |
1.41 |
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Diluted |
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0.53 |
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0.34 |
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1.51 |
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1.39 |
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CMS Energy Corporation
SUMMARIZED CONSOLIDATED BALANCE SHEETS
(In Millions)
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September 30 |
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December 31 |
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2015 |
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2014 |
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(Unaudited) |
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Assets |
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Cash and cash equivalents |
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$ |
150 |
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$ |
207 |
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Restricted cash and cash equivalents |
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52 |
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37 |
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Other current assets |
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1,921 |
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2,353 |
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Total current assets |
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$ |
2,123 |
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$ |
2,597 |
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Plant, property, and equipment |
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14,160 |
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13,412 |
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Other non-current assets |
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3,169 |
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3,176 |
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Total Assets |
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$ |
19,452 |
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$ |
19,185 |
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Liabilities and Equity |
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Current liabilities |
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$ |
979 |
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$ |
1,414 |
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Non-current liabilities |
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5,711 |
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5,325 |
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Capitalization |
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Debt, capital leases, and financing obligation (*) |
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Debt, capital leases, and financing obligation (excluding non-recourse and securitization debt) |
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7,427 |
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7,428 |
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Non-recourse debt |
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1,018 |
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884 |
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Total debt, capital leases, and financing obligation |
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8,445 |
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8,312 |
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Noncontrolling interests |
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37 |
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37 |
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Common stockholders equity |
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3,902 |
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3,670 |
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Total capitalization |
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$ |
12,384 |
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$ |
12,019 |
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Securitization debt |
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378 |
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427 |
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Total Liabilities and Equity |
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$ |
19,452 |
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$ |
19,185 |
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(*) Current and long-term
CMS Energy Corporation
SUMMARIZED STATEMENTS OF CASH FLOWS
(In Millions)
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Nine Months |
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(Unaudited) |
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2015 |
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2014 |
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Beginning of Period Cash |
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$ |
207 |
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$ |
172 |
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Cash provided by operating activities |
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$ |
1,420 |
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$ |
962 |
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Cash used in investing activities |
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(1,340 |
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(1,347 |
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Cash flow from operating and investing activities |
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$ |
80 |
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$ |
(385 |
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Cash provided by (used in) financing activities |
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(137 |
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706 |
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Total Cash Flow |
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$ |
(57 |
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$ |
321 |
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End of Period Cash |
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$ |
150 |
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$ |
493 |
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CMS Energy Corporation
SUMMARY OF CONSOLIDATED EARNINGS
Reconciliations of GAAP Net Income to Non-GAAP Adjusted Net Income
(In Millions, Except Per Share Amounts)
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Third Quarter |
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Nine Months |
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(Unaudited) |
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(Unaudited) |
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2015 |
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2014 |
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2015 |
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2014 |
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Net Income Available to Common Stockholders |
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$ |
148 |
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$ |
94 |
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$ |
417 |
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$ |
381 |
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Reconciling Items: |
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Discontinued Operations (Income) Loss |
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(* |
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* |
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(* |
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(* |
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Restructuring Costs and Other |
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* |
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9 |
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* |
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9 |
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Adjusted Net Income - Non-GAAP Basis |
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$ |
148 |
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$ |
103 |
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$ |
417 |
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$ |
390 |
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Average Number of Common Shares Outstanding |
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Basic |
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276 |
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274 |
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275 |
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269 |
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Diluted |
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277 |
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275 |
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276 |
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274 |
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Basic Earnings Per Average Common Share |
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Net Income Per Share as Reported |
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$ |
0.53 |
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$ |
0.34 |
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$ |
1.51 |
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$ |
1.41 |
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Reconciling Items: |
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Discontinued Operations (Income) Loss |
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(* |
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* |
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(* |
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(* |
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Restructuring Costs and Other |
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* |
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0.03 |
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* |
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0.03 |
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Adjusted Net Income - Non-GAAP Basis |
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$ |
0.53 |
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$ |
0.37 |
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$ |
1.51 |
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$ |
1.44 |
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Diluted Earnings Per Average Common Share |
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Net Income Per Share as Reported |
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$ |
0.53 |
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$ |
0.34 |
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$ |
1.51 |
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$ |
1.39 |
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Reconciling Items: |
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Discontinued Operations (Income) Loss |
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(* |
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* |
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(* |
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(* |
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Restructuring Costs and Other |
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* |
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0.03 |
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* |
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0.03 |
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Adjusted Net Income - Non-GAAP Basis |
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$ |
0.53 |
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$ |
0.37 |
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$ |
1.51 |
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$ |
1.42 |
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Note: |
Management views adjusted (non-Generally Accepted Accounting Principles) earnings as a key measure of the Companys present operating financial performance, unaffected by discontinued operations, asset sales, impairments, regulatory items from prior years, or other items detailed in these summary financial statements. |
* Less than $500 thousand or $0.01 per share.