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 23, 2012
Commission File Number |
Registrant; State of Incorporation; Address; and Telephone Number |
IRS Employer 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)) |
Item 2.02. Results of Operations and Financial Condition.
On February 23, 2012, CMS Energy Corporation (CMS Energy) issued a News Release, in which it announced its 2011 results and 2012 adjusted earnings guidance. 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.
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, as amended, 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, as amended, except as shall be expressly set forth in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 CMS Energy Corporation News Release dated February 23, 2012
This Form 8-K contains forward-looking statements as defined in Rule 3b-6 of the Securities Exchange Act of 1934, as amended, Rule 175 of the Securities Act of 1933, as amended, and relevant legal decisions. The forward-looking statements are subject to risks and uncertainties. They should be read in conjunction with FORWARD-LOOKING STATEMENTS AND INFORMATION and RISK FACTORS sections of CMS Energy Corporations (CMS Energy) Form 10-K and Consumers Energy Companys (Consumers Energy) Form 10-K each for the Year Ended December 31, 2010 and as updated in CMS Energys and Consumers Energys Forms 10-Q for the Quarters Ended March 31, 2011, June 30, 2011 and September 30, 2011. CMS Energys and Consumers Energys FORWARD-LOOKING STATEMENTS AND INFORMATION and RISK FACTORS sections are incorporated herein by reference and discuss important factors that could cause CMS Energys and Consumers Energys results to differ materially from those anticipated in such statements.
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 23, 2012 | By: | /s/ Thomas J. Webb | ||||
Thomas J. Webb | ||||||
Executive Vice President and Chief Financial Officer |
CONSUMERS ENERGY COMPANY | ||||||
Dated: February 23, 2012 | By: | /s/ Thomas J. Webb | ||||
Thomas J. Webb | ||||||
Executive Vice President and Chief Financial Officer |
Exhibit Index
99.1 | CMS Energy Corporation News Release dated February 23, 2012 |
Exhibit 99.1
CMS ENERGY ANNOUNCES FOURTH QUARTER EARNINGS OF $0.15 PER SHARE,
2011 EARNINGS OF $1.58 PER SHARE, OR $1.45 PER SHARE ON AN ADJUSTED
BASIS, AND 2012 ADJUSTED EARNINGS GUIDANCE OF $1.52 TO $1.55 PER SHARE
JACKSON, Mich., Feb. 23, 2012 CMS Energy announced today reported net income of $415 million, or $1.58 per share, for 2011 compared to reported net income of $324 million, or $1.28 per share, in 2010.
The companys 2011 adjusted (non-Generally Accepted Accounting Principles) net income, which excludes the effects of one-time items primarily a $32 million non-cash tax gain related to the companys non-utility operations was $382 million, or $1.45 per share, compared to $345 million, or $1.36 per share, in 2010. The 2011 adjusted earnings slightly exceeded CMS Energys guidance of $1.44 per share.
For the fourth quarter of 2011, the companys reported net income was $41 million, or $0.15 per share, compared to $25 million, or $0.09 per share, in the same quarter of 2010.
The 2011 fourth quarter adjusted net income was $42 million, or $0.15 per share, compared to $55 million, or $0.21 per share, for the same period of 2010.
For 2012, CMS Energy expects adjusted earnings of $1.52 to $1.55 per share, consistent with the companys long-term plan of 5 percent to 7 percent annual earnings per share growth. While the company expects 2012 reported earnings to be about the same as its adjusted earnings, reported earnings could vary because of several factors, such as legacy issues associated with prior asset sales. Because of those uncertainties, the company isnt providing reported earnings guidance.
John Russell, CMS Energys president and chief executive officer, said the strong 2011 results reflect the successful execution of the companys business strategy and the solid operational performance of Consumers Energy, the companys Michigan electric and natural gas utility.
Our strategy is based on making capital investments to serve customers and improve the environment. These investments provide value to our customers and to our investors. Over the past nine years, we have produced consistent earnings results and since 2006 have increased our dividend six times, he said. The company recently increased its common stock dividend by 14 percent to 96 cents per share on an annualized basis, bringing its yield and payout in line with the utility industry average.
Were aggressively managing our costs and constantly working to serve our customers more efficiently and effectively. Our long-term plan calls for holding base rate increases for customers at or below the rate of inflation for the next five years while maintaining annual earnings per share growth of 5 percent to 7 percent.
Russell said Consumers Energy plans to invest $6.6 billion in its operations through 2016, making it one of the largest investors, as well as one of the largest employers, in the state.
Were making substantial investments in renewable energy, environmental quality, energy efficiency, and our natural gas infrastructure. These investments are creating jobs and improving the states economy, he said.
Russell noted that Consumers Energy is celebrating 125 years of serving customers. Since 1886, our customers have been counting on our company and its employees for the energy they need to run their businesses and bring comfort and convenience to their homes, he said. Were proud that weve reached this significant milestone and were looking forward to continue serving customers for many years to come.
In reviewing major events of 2011, Russell noted the company:
| Met the highest customer demand for electricity in its 125-year history on July 21 while reducing heat-related customer outages by 50 percent compared to the previous record day. |
| Started construction of its first wind farm, the 100-megawatt Lake Winds Energy Park. The $235 million facility is expected to begin operation late this year and increase the amount of renewable energy that the utility supplies to its customers from 5 percent today to 8 percent. |
| Reduced its renewable energy surcharge by $54 million a year, saving the typical residential customer about $22 per year. |
| Continued a $1.6 billion program to install additional environmental controls at its five major coal-fired generating units, while planning to suspend operations at seven small coal-fired units in 2015, and cancelling a proposed clean coal plant near Bay City, Mich. |
| Committed to spend an additional $250 million on competitively priced, quality products and services over the next five years with other businesses in the state as part of the Pure Michigan Business Connect initiative. That is in addition to the $2 billion a year the utility already spends with other Michigan companies. |
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 provides financial results on both a reported (Generally Accepted Accounting Principles) and adjusted (non-GAAP) basis. Management views adjusted earnings as a key measure of the companys present operating financial performance, unaffected by discontinued operations, asset sales, impairments, or other items detailed in the attached summary financial statements. Certain contingent obligations arising in connection with previously disposed assets or discontinued operations have the potential to impact, favorably or unfavorably, the companys reported earnings in 2012.
This news release contains forward-looking statements as defined in Rule 3b-6 of the Securities Exchange Act of 1934, as amended, Rule 175 of the Securities Act of 1933, as amended, and relevant legal decisions. The forward-looking statements are subject to risks and uncertainties. They should be read in conjunction with FORWARD-LOOKING STATEMENTS AND INFORMATION and RISK FACTORS sections of CMS Energys Form 10-K and Consumers Energys Form 10-K each for the Year Ended December 31, 2010 and as updated in CMS Energys and Consumers Energys Forms 10-Q for the Quarters Ended March 31, 2011, June 30, 2011, and Sept. 30, 2011.
CMS Energys and Consumers Energys FORWARD-LOOKING STATEMENTS AND INFORMATION and RISK FACTORS sections are incorporated herein by reference and discuss important factors that could cause CMS Energys and Consumers Energys results to differ materially from those anticipated in such statements.
For more information on CMS Energy, please visit our web site at: www.cmsenergy.com
Media Contacts: Jeff Holyfield, 517/788-2394 or Dan Bishop, 517/788-2395
Investment Analyst Contact: CMS Energy Investor Relations, 517/788-2590
CMS Energy Corporation
SUMMARIZED CONSOLIDATED STATEMENTS OF INCOME
(In Millions, Except Per Share Amounts)
Fourth Quarter | Full Year | |||||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Operating Revenue |
$ | 1,620 | $ | 1,682 | $ | 6,503 | $ | 6,432 | ||||||||
Operating Expenses |
1,446 | 1,524 | 5,500 | 5,454 | ||||||||||||
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Operating Income |
$ | 174 | $ | 158 | $ | 1,003 | $ | 978 | ||||||||
Other Income (Expense) |
(8 | ) | (3 | ) | 18 | 43 | ||||||||||
Interest Charges |
102 | 107 | 415 | 431 | ||||||||||||
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Income before Income Taxes |
$ | 64 | $ | 48 | $ | 606 | $ | 590 | ||||||||
Income Tax Expense |
23 | 17 | 191 | 224 | ||||||||||||
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Income from Continuing Operations |
$ | 41 | $ | 31 | $ | 415 | $ | 366 | ||||||||
Income (Loss) from Discontinued Operations |
| (6 | ) | 2 | (23 | ) | ||||||||||
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Net Income |
$ | 41 | $ | 25 | $ | 417 | $ | 343 | ||||||||
Income Attributable to Noncontrolling Interests |
| | 2 | 3 | ||||||||||||
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Net Income Attributable to CMS Energy |
$ | 41 | $ | 25 | $ | 415 | $ | 340 | ||||||||
Charge for Deferred Issuance Costs on Preferred Stock |
| | | 8 | ||||||||||||
Preferred Dividends |
| | | 8 | ||||||||||||
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Net Income Available to Common Stockholders |
$ | 41 | $ | 25 | $ | 415 | $ | 324 | ||||||||
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Income Per Share |
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Basic |
$ | 0.16 | $ | 0.11 | $ | 1.66 | $ | 1.40 | ||||||||
Diluted |
0.15 | 0.09 | 1.58 | 1.28 |
Page 1 of 3
CMS Energy Corporation
SUMMARIZED CONSOLIDATED BALANCE SHEETS
(In Millions)
December 31 2011 |
December 31 2010 |
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(Unaudited) | ||||||||
Assets |
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Cash and cash equivalents |
$ | 161 | $ | 247 | ||||
Restricted cash and cash equivalents |
27 | 23 | ||||||
Other current assets |
2,377 | 2,489 | ||||||
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Total current assets |
$ | 2,565 | $ | 2,759 | ||||
Plant, property and equipment |
10,633 | 10,069 | ||||||
Other non-current assets |
3,254 | 2,788 | ||||||
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Total Assets |
$ | 16,452 | $ | 15,616 | ||||
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Liabilities and Equity |
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Current liabilities |
$ | 1,281 | $ | 1,271 | ||||
Non-current liabilities |
4,835 | 4,122 | ||||||
Capitalization |
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Debt and capital and finance leases (*) |
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Long-term debt and capital leases (excluding non-recourse debt, finance leases and securitization debt) |
6,602 | 6,786 | ||||||
Non-recourse debt and finance leases |
491 | 392 | ||||||
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Total debt and capital and finance leases |
7,093 | 7,178 | ||||||
Noncontrolling interests |
44 | 44 | ||||||
Common stockholders equity |
3,028 | 2,793 | ||||||
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Total capitalization |
$ | 10,165 | $ | 10,015 | ||||
Securitization debt |
171 | 208 | ||||||
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Total Liabilities and Equity |
$ | 16,452 | $ | 15,616 | ||||
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(*) Current and long-term
CMS Energy Corporation
SUMMARIZED STATEMENTS OF CASH FLOWS
(In Millions)
Full Year (Unaudited) |
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2011 | 2010 | |||||||
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Beginning of Period Cash |
$ | 247 | $ | 90 | ||||
Cash provided by operating activities |
$ | 1,169 | $ | 959 | ||||
Cash used in investing activities |
(1,058 | ) | (1,003 | ) | ||||
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Cash flow from operating and investing activities |
$ | 111 | $ | (44 | ) | |||
Cash (used in) provided by financing activities |
(199 | ) | 202 | |||||
Changes in cash included in assets held for sale |
2 | (1 | ) | |||||
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Total Cash Flow |
$ | (86 | ) | $ | 157 | |||
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End of Period Cash |
$ | 161 | $ | 247 | ||||
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Page 2 of 3
CMS Energy Corporation
SUMMARY OF CONSOLIDATED EARNINGS
Reconciliations of GAAP Net Income to Non-GAAP Adjusted Net Income
(In Millions, Except Per Share Amounts)
Fourth Quarter | Full Year | |||||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Net Income Available to Common Stockholders |
$ | 41 | $ | 25 | $ | 415 | $ | 324 | ||||||||
Reconciling Items: |
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Discontinued Operations (Income) Loss |
| 6 | (2 | ) | 23 | |||||||||||
Downsizing Program |
| | | 6 | ||||||||||||
Tax Changes |
| | (32 | ) | | |||||||||||
Asset Sales (Gains) Losses and Other |
1 | 24 | 1 | (8 | ) | |||||||||||
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Adjusted Net IncomeNon-GAAP Basis |
$ | 42 | $ | 55 | $ | 382 | $ | 345 | ||||||||
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Average Number of Common Shares Outstanding |
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Basic |
252 | 241 | 251 | 231 | ||||||||||||
Diluted |
266 | 258 | 263 | 253 | ||||||||||||
Basic Earnings Per Average Common Share |
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Net Income Per Share as Reported |
$ | 0.16 | $ | 0.11 | $ | 1.66 | $ | 1.40 | ||||||||
Reconciling Items: |
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Discontinued Operations (Income) Loss |
| 0.02 | (0.01 | ) | 0.10 | |||||||||||
Downsizing Program |
| | | 0.03 | ||||||||||||
Tax Changes |
| | (0.13 | ) | | |||||||||||
Asset Sales (Gains) Losses and Other |
| 0.10 | | (0.04 | ) | |||||||||||
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Adjusted Net IncomeNon-GAAP Basis |
$ | 0.16 | $ | 0.23 | $ | 1.52 | $ | 1.49 | ||||||||
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Diluted Earnings Per Average Common Share |
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Net Income Per Share as Reported |
$ | 0.15 | $ | 0.09 | $ | 1.58 | $ | 1.28 | ||||||||
Reconciling Items: |
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Discontinued Operations (Income) Loss |
| 0.02 | (0.01 | ) | 0.08 | |||||||||||
Downsizing Program |
| | | 0.03 | ||||||||||||
Tax Changes |
| | (0.12 | ) | | |||||||||||
Asset Sales (Gains) Losses and Other |
| 0.10 | | (0.03 | ) | |||||||||||
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Adjusted Net IncomeNon-GAAP Basis |
$ | 0.15 | $ | 0.21 | $ | 1.45 | $ | 1.36 | ||||||||
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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, or other items detailed in these summary financial statements. |
Page 3 of 3
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