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) July 25, 2013
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 July 25, 2013, CMS Energy Corporation (CMS Energy) issued a News Release, in which it announced its results for the second quarter of 2013 and reaffirmed its guidance for 2013 adjusted earnings. 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, 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, except as shall be expressly set forth in such a filing.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
99.1 CMS Energy News Release dated July 25, 2013
This Form 8-K contains forward-looking statements as defined in Rule 3b-6 of the Securities 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 Energys and Consumers Energy Companys (Consumers) Securities and Exchange Commission filings. Forward-looking statements should be read in conjunction with FORWARD-LOOKING STATEMENTS AND INFORMATION and RISK FACTORS sections of CMS Energys Form 10-K and Consumers Form 10-K, each for the year ended December 31, 2012, and as updated in CMS Energys and Consumers Forms 10-Q. CMS Energys and Consumers 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 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: July 25, 2013 | By: | /s/ Thomas J. Webb | ||||
Thomas J. Webb | ||||||
Executive Vice President and Chief Financial Officer | ||||||
CONSUMERS ENERGY COMPANY | ||||||
Dated: July 25, 2013 | By: | /s/ Thomas J. Webb | ||||
Thomas J. Webb | ||||||
Executive Vice President and Chief Financial Officer |
Exhibit Index
99.1 |
CMS Energy News Release dated July 25, 2013 |
Exhibit 99.1
CMS ENERGY REAFFIRMS ADJUSTED EARNINGS GUIDANCE OF $1.63 TO $1.66 PER SHARE; ACCELERATES COST REDUCTIONS TO AVOID ELECTRIC AND GAS BASE RATE INCREASES THROUGH 2014 WHILE CONTINUING TO INVEST IN RELIABILITY AND CUSTOMER SERVICE
JACKSON, Mich., July 25, 2013 CMS Energy announced today reported net income of $80 million, or $0.29 per share, for the second quarter of 2013 and $224 million, or $0.83 per share, for the first half. Adjusted (non-Generally Accepted Accounting Principles) net income for the second quarter and first half was the same as the reported amounts.
In the first half of 2013, CMS Energy continued to implement its strategy of reinvesting in customer service and reliability due to higher revenue from an unusually cold winter. CMS Energy also grew its first half adjusted earnings per share by nearly 8 percent in 2013 compared to 2012. CMS Energy reaffirmed its guidance for 2013 adjusted earnings of $1.63 to $1.66 per share, consistent with the companys long-term plan of 5 percent to 7 percent annual earnings per share growth.
As part of its continuing focus on providing customers with safe, reliable and affordable energy, CMS Energy also announced today that it will be accelerating a series of cost reductions that should allow it to avoid both electric and gas base rate increases through 2014, while investing more than $1.5 billion in its utility operations in energy reliability, smart energy, renewable energy and customer service.
Were focused on providing customers with safe, reliable and affordable service, said John Russell, CMS Energys president and chief executive officer. Our plan to accelerate several cost reduction measures should allow us to avoid electric and gas base rate increases and hold down prices.
Were a leader in our industry when it comes to reducing operating costs to benefit customers, said Russell. He noted during the quarter Consumers Energys first-ever uncontested settlement of an electric rate case, in addition to a 12 percent natural gas fuel price reduction compared to one year ago. The company remains committed to holding average base rate increases for its 3 million customers at or below the rate of inflation for the next five years.
Russell added that the companys investment in providing reliable service is paying off for customers. Weve invested about $1 billion over the past five years in our distribution operations. Thats producing a 20 percent improvement in electric reliability.
In reviewing recent major events, Russell said that the company took a major step toward development of its $750 million natural gas plant in Thetford Township, Genesee County, by filing a certificate of necessity application with the Michigan Public Service Commission. The company also contracted with GE for 62 wind turbine generators for its second wind park, the Cross Winds® Energy Park, with construction scheduled to begin in the fourth quarter of 2013. Consumers Energy remains the states leader in renewable energy and is on track to meet the 10 percent renewable energy standard in Michigans energy reform law by 2015.
Were contributing to Michigans economic growth through our $7 billion investment in operations through 2017, including renewable energy, energy efficiency, energy reliability and environmental quality. This plan is creating jobs, strengthening Michigan communities and improving the environment, said Russell. In addition, Consumers Energy increased to $1 billion its commitment to buy goods and services from Michigan companies as part of the Pure Michigan Business Connect initiative.
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 historical financial results on both a reported (Generally Accepted Accounting Principles) and adjusted (non-GAAP) basis and provides forward-looking guidance on an adjusted basis. 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 in future periods. Because the company is not able to estimate the impact of these matters, the company is not providing a reconciliation to the comparable future period reported earnings.
This news release contains forward-looking statements as defined in Rule 3b-6 of the Securities 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 Energys and Consumers Energys Securities and Exchange Commission filings. Forward-looking statements 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, 2012 and as updated in CMS Energys and Consumers Energys Forms 10-Q.
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: 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)
Second Quarter (Unaudited) |
First Half (Unaudited) |
|||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Operating Revenue |
$ | 1,406 | $ | 1,333 | $ | 3,385 | $ | 3,076 | ||||||||
Operating Expenses |
1,174 | 1,073 | 2,824 | 2,628 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating Income |
$ | 232 | $ | 260 | $ | 561 | $ | 448 | ||||||||
Other Income |
5 | 6 | 13 | 15 | ||||||||||||
Interest Charges |
102 | 98 | 200 | 197 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before Income Taxes |
$ | 135 | $ | 168 | $ | 374 | $ | 266 | ||||||||
Income Tax Expense |
54 | 67 | 149 | 105 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income from Continuing Operations |
$ | 81 | $ | 101 | $ | 225 | $ | 161 | ||||||||
Income from Discontinued Operations |
| | | 7 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net Income |
$ | 81 | $ | 101 | $ | 225 | $ | 168 | ||||||||
Income Attributable to Noncontrolling Interests |
1 | 1 | 1 | 1 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net Income Available to Common Stockholders |
$ | 80 | $ | 100 | $ | 224 | $ | 167 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Income Per Share |
||||||||||||||||
Basic |
$ | 0.30 | $ | 0.38 | $ | 0.85 | $ | 0.64 | ||||||||
Diluted |
0.29 | 0.37 | 0.83 | 0.62 |
Page 1 of 3
CMS Energy Corporation
SUMMARIZED CONSOLIDATED BALANCE SHEETS
(In Millions)
June 30 2013 |
December 31 2012 |
|||||||
(Unaudited) | ||||||||
Assets |
||||||||
Cash and cash equivalents |
$ | 537 | $ | 93 | ||||
Restricted cash and cash equivalents |
29 | 29 | ||||||
Other current assets |
1,919 | 2,300 | ||||||
|
|
|
|
|||||
Total current assets |
$ | 2,485 | $ | 2,422 | ||||
Plant, property, and equipment |
11,916 | 11,551 | ||||||
Other non-current assets |
3,028 | 3,158 | ||||||
|
|
|
|
|||||
Total Assets |
$ | 17,429 | $ | 17,131 | ||||
|
|
|
|
|||||
Liabilities and Equity |
||||||||
Current liabilities |
$ | 1,044 | $ | 1,146 | ||||
Non-current liabilities |
5,428 | 5,233 | ||||||
Capitalization |
||||||||
Debt and capital and finance leases (*) |
||||||||
Long-term debt and capital leases (excluding non-recourse debt, finance leases and securitization debt) |
6,985 | 6,854 | ||||||
Non-recourse debt and finance leases |
499 | 527 | ||||||
|
|
|
|
|||||
Total debt and capital and finance leases |
7,484 | 7,381 | ||||||
Noncontrolling interests |
37 | 44 | ||||||
Common stockholders' equity |
3,323 | 3,194 | ||||||
|
|
|
|
|||||
Total capitalization |
$ | 10,844 | $ | 10,619 | ||||
Securitization debt |
113 | 133 | ||||||
|
|
|
|
|||||
Total Liabilities and Equity |
$ | 17,429 | $ | 17,131 | ||||
|
|
|
|
(*) | Current and long-term |
CMS Energy Corporation
SUMMARIZED STATEMENTS OF CASH FLOWS
(In Millions)
First Half (Unaudited) |
||||||||
2013 | 2012 | |||||||
Beginning of Period Cash |
$ | 93 | $ | 161 | ||||
Cash provided by operating activities |
$ | 1,095 | $ | 943 | ||||
Cash used in investing activities |
(616 | ) | (610 | ) | ||||
|
|
|
|
|||||
Cash flow from operating and investing activities |
$ | 479 | $ | 333 | ||||
Cash used in financing activities |
(35 | ) | (307 | ) | ||||
|
|
|
|
|||||
Total Cash Flow |
$ | 444 | $ | 26 | ||||
|
|
|
|
|||||
End of Period Cash |
$ | 537 | $ | 187 | ||||
|
|
|
|
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)
Second Quarter (Unaudited) |
First Half (Unaudited) |
|||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net Income Available to Common Stockholders |
$ | 80 | $ | 100 | $ | 224 | $ | 167 | ||||||||
Reconciling Items: |
||||||||||||||||
Discontinued Operations Income |
| | | (7 | ) | |||||||||||
Electric Decoupling Court Order |
| | | 36 | ||||||||||||
Downsizing Program |
| 7 | | 7 | ||||||||||||
Restructuring Costs |
| 1 | | 2 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Adjusted Net Income - Non-GAAP Basis |
$ | 80 | $ | 108 | $ | 224 | $ | 205 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Average Number of Common Shares Outstanding |
||||||||||||||||
Basic |
265 | 261 | 264 | 258 | ||||||||||||
Diluted |
272 | 268 | 272 | 268 | ||||||||||||
Basic Earnings Per Average Common Share |
||||||||||||||||
Net Income Per Share as Reported |
$ | 0.30 | $ | 0.38 | $ | 0.85 | $ | 0.64 | ||||||||
Reconciling Items: |
||||||||||||||||
Discontinued Operations Income |
| | | (0.03 | ) | |||||||||||
Electric Decoupling Court Order |
| | | 0.14 | ||||||||||||
Downsizing Program |
| 0.03 | | 0.03 | ||||||||||||
Restructuring Costs |
| | | 0.01 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Adjusted Net Income - Non-GAAP Basis |
$ | 0.30 | $ | 0.41 | $ | 0.85 | $ | 0.79 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Diluted Earnings Per Average Common Share |
||||||||||||||||
Net Income Per Share as Reported |
$ | 0.29 | $ | 0.37 | $ | 0.83 | $ | 0.62 | ||||||||
Reconciling Items: |
||||||||||||||||
Discontinued Operations Income |
| | | (0.03 | ) | |||||||||||
Electric Decoupling Court Order |
| | | 0.14 | ||||||||||||
Downsizing Program |
| 0.03 | | 0.03 | ||||||||||||
Restructuring Costs |
| | | 0.01 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Adjusted Net Income - Non-GAAP Basis |
$ | 0.29 | $ | 0.40 | $ | 0.83 | $ | 0.77 | ||||||||
|
|
|
|
|
|
|
|
Note: | Management views adjusted (non-Generally Accepted Accounting Principles) earnings as a key measure of the Company's 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. |
Page 3 of 3
DKY?MZI
MI04F)#+3,K17!@4:.`664)Z-9;]OOI`[%`]O[1]G,.ZXW[J7UK';S TO
M_5O7VYSOO!)RFYP_()\5+P[&@F[N%3M(TGG[@#+$MRTD+(2[/"(WJ-DCBI'<
MRV4:^EABN0ZHFQW8,'K44!WEBPH-VX#Q'CK;(_$@T_SSK9JAG?(6:J4^HD=G
M^[TB=QS!SX23.SDA*:RN43)OI6`D&B`0B,DZE4EFP%,91=(_ +`F>7(1
MRPI%!9KWAZ,V\\J2[[D-#/NB@)/9:C^>C4FVL+1>:+EZW)E6SE@4=V3L'N/$
MQ+0A^T\H*425D+HNY0ZAB#]'4I@,`&*(&*8`,4Q1`0,`AU`0$/8("'/'@->H
M\-7O6"KSLS@C&^8\/Z^7/),#$9ISRXGT,58X`'TC9K,G6:U8K;,R2C**9OOX
M"#;P=3D3$D)(S-BX7:G;(JJ.>B0YB8[(2V;Y&*"=L?&U'E$;F-3TZ,X&U3YE
MZ$@]1](UQ+*&"$C`5Z_P#;6MMYH_-=M!K+NSACQN:FP5=HV1\R2&!EW.?[
M'!Q]S6K$?E/)3:M$:05/E6<]`ODU6T<[0?JO6!U$$%@4;=%0* L.(Z9@!#&[&2/?X=R*1&21TGVJ7()!*@ZK5]-D+
MS%W/&,=
TJG?6JC9S_&@QCXA,NUB
M:VFU*U[>XGVIIB9Z-D:E9*OK[+4SC5X:&8'DK5B"8LSN2E8RGV=M;%XHDJ"<
M<_=D2=-5D02#JKIWWNNN7/>+AN07.-R.)QU[+'#/;1!6BE"T>VF;MIMF2-@S
MQQ-)#M=&60DE5M>*O4MS)9VS3PRW$"/)&2P62+?Y&^5T[B&E>H9?`4!UK#V7
M>*P^+W\BG;':N>QO,S]=B-P]J&-AJ+\'U;>67'.0+W
-Q4(N,I<06T!8*&ED2-2S$`*"Y`J20`*U)(`T\!4^%0/^IZ`?ZGX?
M3J$N;?)KH3KJZ]QR_M%C*L/AC9"6!DQ>R=P>#'Q2:2S]<&E(C+&X$6Z:Y![`
M+ZANO0I1'J'(`<[XDV<7CJWL9RK[*`+(8_O*;`;@)Z=2U>@,H/C7P-(Z?+8Z
MURMIAKF58[^]65H=]5C80E1(&F($,;*74!))$9^NP-M:E'V]GY0^MN*HZK1^
MCR4%M`_ML%.O7M_E#6/'=#HDI&OBQK6&EDKS"UJ=D9N0,<7#
W9GR%LPVNSQH8I0O2T+8?R8Z0YCHMBP'D3Q8;7W:CR4`U9.$8K!=/A&
M\*JI%H$9MX"9;6%C,5Z7BVKD4$W<>!3(%*XW">0X8/?<>R,,3N
M0BFWC64!2R"1&C
?RLH)!\1
MX'JI)`UL>>(CP`8&\8H*2LJ[:$4`G4.O01Z=?;R%R/)..X>Z
MCL