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) January 27, 2016
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. |
Item 7.01. | Regulation FD Disclosure. |
CMS Energy will hold a webcast to discuss management changes and certain 2015 financial results and provide a business outlook on January 27, 2016 at 9:00 AM (EST). A copy of the CMS Energy presentation is furnished as Exhibit 99.1 to this report. A webcast of the presentation will be available on the CMS Energy website, www.cmsenergy.com.
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.
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 | CMS Energy presentation dated January 27, 2016 |
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: January 27, 2016 | By: | /s/ Melissa M. Gleespen | ||||
Melissa M. Gleespen | ||||||
Vice President, Corporate Secretary and | ||||||
Chief Compliance Officer | ||||||
CONSUMERS ENERGY COMPANY | ||||||
Dated: January 27, 2016 | By: | /s/ Melissa M. Gleespen | ||||
Melissa M. Gleespen | ||||||
Vice President, Corporate Secretary and | ||||||
Chief Compliance Officer |
Exhibit Index
99.1 | CMS Energy presentation dated January 27, 2016 |
Exhibit 99.1
Exhibit 99.1
Investor Call January 27, 2016
Jackson Gas Plant
Among lowest acquisition cost ever
Compressor station
#1 LDC in gas storage
Cross Winds Energy Park
#2 in renewable sales in the Great Lakes area
This presentation is made as of the date hereof and 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 and
Consumers Energys Form 10-K for the year ended
December 31, 2014 and as updated in subsequent 10-Qs. 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. CMS Energy and Consumers Energy undertake no obligation 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 Energys results of
operations and financial performance. A reconciliation of each of these measures to the most directly comparable GAAP measure is posted on our website at www.cmsenergy.com.
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. These items have the potential to impact, favorably or unfavorably, the companys reported earnings in future periods.
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.
1 |
Agenda
Dividend
Succession Plan
Earnings Call Preview
2 |
Dividend
Raised annual dividend 7% from $1.16 to
$1.24
Tenth year consecutive increase
3 |
Succession Plan
Mkt Cap
(bils) $10
$ 10
CEO CEO CEO
Dave Joos John Russell Patti Poppe
Chairman Chairman Chairman
Ken Whipple Dave Joos John Russell
$3
$1
0
2004 2007 2010 2013 2016
4 |
Consistent Growth Through . . . .
7% CAGR
Future
+5% to +7%
Weather
Recession Recession Help
Hurt
a Adjusted EPS (non-GAAP)
2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Cold Mild Hot Warm
Mild Cold Summer- Hot Hot Warm Mild Polar Cold
winter summer summer winter summer winter less summer summer winter summer vortex Feb.
Governor (D) Governor(R)
Commission (D) Commission (D) Commission
(R) Commission New
Whipple Joos Russell Poppe
. . . . recessions,
adverse weather, and policy leadership.
5 |
Earnings Call Preview 2015 . . . .
Adjusted
EPS
(non-GAAP)
Fourth Quarter Change
17¢ Weather(13)¢
Tax Case Settlement 5
Donations 2
Financing, UA, & Other 6
Total 0 ¢
13¢
11¢
Up 7%
2015
Guidance
December
Weather(9)¢
Storms(2)¢(11)¢
January March 31 June 30 September 30
. . . . top end of guidance, despite record mild weather.
6
Earnings Call Preview Capex . . . .
Capex
(bils) $20+ Op
$22
+ $1.5 bil $17
$15.5
0
20152024 20162025
Prior New
. . . . increased, regardless of law update.
7 |
Q & A
February 4th, 9:00 AM, Year-End
Earnings Call and Business Update
8 |
GAAP Reconciliation
CMS ENERGY CORPORATION
Earnings Per Share By Year
GAAP Reconciliation
(Unaudited)
2003 2004 2005 2006 2007 2008 2009 2010 2011
2012 2013 2014
Reported earnings (loss) per shareGAAP($0.30) $0.64($0.44)($0.41)($1.02) $1.20 $0.91 $1.28 $1.58 $1.42 $1.66 $1.74
After-tax items:
Electric and gas utility 0.21(0.39) (0.07) 0.05 0.33 0.030.17
Enterprises 0.74 0.62 0.04(0.02) 1.25(0.02) 0.09(0.03)(0.11)(0.01)* 0.03
Corporate interest and other 0.16(0.03) 0.04 0.27(0.32)(0.02) 0.01*(0.01)***
Discontinued operations (income) loss(0.16) 0.02(0.07)(0.03) 0.40(*)(0.08) 0.08(0.01)(0.03)*(*)
Asset impairment charges, net 1.82 0.76 0.60 -
Cumulative
accounting changes 0.16 0.01
Adjusted earnings per share, including MTMnon-GAAP $0.81 $0.87 $1.39 $0.57 $0.84 $1.21
(a) $1.26 $1.36 $1.45 $1.55 $1.66 $1.77
Mark-to-market impacts 0.03(0.43) 0.51
Adjusted earnings per share, excluding MTMnon-GAAP NA $0.90 $0.96 $1.08 NA NA NA NA NA NA NA NA
* | Less than $500 thousand or $0.01 per share. |
(a) $1.25 excluding discontinued Exeter operations and accounting changes related to convertible debt and restricted stock.
10
'?AK 0*%4"$I0CS Z#7\/'%U*@5 B(
M4>;L@(=FL.S$Z2<0DN]I")XG!H _P")7\.*F==%#M*X;3NVFV'O+MS*U&EVY7*[)S,U;-SV
MO4YA,\_:MSBFI>J5/$K4D&9D9UAN8,NX\\A;3B'8H\]\J_,Z7R_GFMKR%UQL
M=T6N>QA ?'(T4$D>JC35OA>TD:@&D$$8]Q\R.@H^M(XIK61L&[6P+6.<"6/8
M[$L?3$4.+7 &A)!!!P^-5%^#=\2VU)!%&M7>BQ[=HLNZZN6I=M]0.Y-"I32G
M5E;CLO3*;;LG*2Y?4>94&TDDQ.>/1:V$GDO)/=!INH=TM# 3F)'.]?53,3]9H=4V]Z?-F:3;E7NJJ4^F62Q2Z?5YV^9L2:Z;(-3-0])V
M9ITP\L);6B A<+]:73I_#I=-=R=1'2;(73\1R2ZH]B9.^K-I^[%7IMA5':^Y
MMZ[2ILXS3:+4K833Y&O2UGU>Z&&Y=<\Q*M)$LYZS2RWRN*$+<.A?X7/PNJQ\
M&FI?%+Z]:]U6LLVYO=7]K:_0^GZM68%J87=] M&U7*?0;EH#H]435;"IMQ<\
MD<@BE(A B%\=/B"H^%8AK;'_ #:+G5JL*54?F#>[]<[]#-
M:174US)*US9WM>W6XD4<(P00TTP/
I!S[L<)<[=Y\RX6V[=*P__P"NO7_=7WTEC?!U>[V+G;F_^PE/RRK4)NS.
ML&;)2C?S:BFMG4T[9YU:TC7R?>-7G(D=YQU^?I;YQT[O!U;L$#3_ >T$D>C
MF3O6-^W]8CH@>RWVJV9\!+@4@[%UA)^^;V6_K+=@^FL:[TS[N5&(K76
M-O*^D_6;I4A3J,CL/+]EJ)Y?=C([R)\Q;W#,CJ5P.8B9' /5HD^DENZ2WN
M7_>-]OS^M#6_(Y8Q[HHD:C_\L'4+U!5[F_NB7KO1+H7'6*%,30 /9C,_YK5K
M>X[UUCUA=5S!O T'U%KDD] 1R_[UN>YR?^UI](H+?P_MBG%!58JNY]>63FJI
MWJ%:/>3I
MBZAQHTD(16-%'+CV]VF>N!(+W$42_J%(B1S#YH\>TPP#-40UJRB"(D]WS8O0
M*"<$$K5'7RP'9];CB0 ,E0DE#*\R0.8G7.$(::Y8%1Q(R0^=(B GF_KHD?)#
M%V@'-+))S0RHP,
Z.L<"H[ (*EI^O")TA'3MP-Q-"EU)P*6.B4Y:$1^DC# ,DN0>%!YR "
M3 6)69Q(&"&M92.9(YN*LP(?/B[ '5JEU)S0/6_KOD_)AH:&Y(02
MZ0GMY@8&,(<(PAB2EOS2Y<*0
_/Z<.H. 4H?J#O_ ]N)H DR$@X*"E),?-#+ZO;\O' EZG<2A