8-K

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) May 1, 2017

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))

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 May 1, 2017, CMS Energy Corporation (“CMS Energy”) issued a News Release, in which it announced its 2017 first 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. CMS Energy provides forward-looking earnings guidance on an adjusted basis. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, regulatory items from prior years, or other items. Because CMS Energy is not able to estimate the impact of specific line items, which have the potential to significantly impact reported earnings in future periods, Exhibit 99.1 does not contain reported earnings guidance nor a reconciliation for the comparable future period earnings. 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. The adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for the reported earnings.

Item 7.01. Regulation FD Disclosure.

The information set forth in the CMS Energy News Release dated May 1, 2017, 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 CMS Energy News Release dated May 1, 2017

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: May 1, 2017	By:	/s/ Melissa M. Gleespen
		Melissa M. Gleespen
		Vice President, Corporate Secretary and Chief Compliance Officer
	CONSUMERS ENERGY COMPANY
Dated: May 1, 2017	By:	/s/ Melissa M. Gleespen
		Melissa M. Gleespen
		Vice President, Corporate Secretary and Chief Compliance Officer

Exhibit Index

99.1 CMS Energy News Release dated May 1, 2017

EX-99.1

Exhibit 99.1

CMS ENERGY ANNOUNCES FIRST QUARTER EARNINGS OF $0.71 PER SHARE;

REAFFIRMS 2017 EARNINGS GUIDANCE

JACKSON, Mich., May 1, 2017 — CMS Energy announced today reported net income of $199 million, or $0.71 per share, for the first quarter of 2017, compared to reported net income of $164 million, or $0.59 per share, for the same quarter of 2016. Earnings per share in 2017 grew $0.12 or 20 percent compared with 2016 despite a historic March storm, and one of the warmest winters in Michigan’s history.

CMS Energy reaffirmed its guidance for 2017 adjusted earnings of $2.14 to $2.18 per share (*See below for important information about non-GAAP measures) or 6 to 8 percent annual adjusted earnings per share growth.

The first quarter results include the impact of a historic, statewide wind storm restoration and a final order for our 2016 electric rate case. The company filed a new electric rate case in March, reflecting additional investments designed to continue improvements to customer service and reliability.

“We are committed to safety as evidenced by zero employee safety incidents during our recent catastrophic storm,” said Patti Poppe, CEO and President of CMS Energy and Consumers Energy. “To continue our pledge of leaving the planet better than we found it, CMS Energy is increasing our renewable energy capacity as well as investing in energy efficiency and demand response programs which benefit our customers while providing for a more nimble generation fleet.”

CMS Energy noted several other important recent events:

• Issued a request for proposal in April for acquisition of an existing natural gas plant and filed the securitization case requesting early termination of the Power Purchase Agreement with Entergy’s Palisades Plant.

• Continued investment in electric and renewable energy infrastructure to reduce system risk and increase capacity.

• Started work on the 94-mile, multi-year Saginaw Trail pipeline project, to be completed by 2022, which will deliver natural gas safely and reliably.

• Launched the Peak Power Savers Program – helping customers save money by reducing energy use at peak usage times.

• Received approval from the MPSC to proceed with the Crosswinds Energy Park Phase II, which builds on our commitment to increase customer renewable energy options. We also secured the ability to take advantage of the Production Tax Credit to reduce costs.

• Honored nationally for excellence and commitment to energy efficiency with the ENERGY STAR^® Partner of the Year – Sustained Excellence Award from the U.S. Environmental Protection Agency.

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 2017 first quarter results and provide a business and financial outlook on May 1 at 9:30 AM (EDT). To participate in the Webcast, go to CMS Energy’s home page (www.cmsenergy.com) and select “Investor Meeting.”

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. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, regulatory items from prior years, or other items detailed in the attached summary financial statements. 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 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.

For more information on CMS Energy, please visit our website at www.cmsenergy.com. To sign up for email alert notifications, please visit the Investor Relations section of our website.

Media Contacts: Katie Carey, 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)

	First Quarter (Unaudited)
	2017		2016
Operating Revenue	$	1,829	$	1,801
Operating Expenses		1,441		1,475
Operating Income	$	388	$	326
Other Income		14		18
Interest Charges		107		106
Income before Income Taxes	$	295	$	238
Income Tax Expense		96		74
Net Income Available to Common Stockholders	$	199	$	164
Income Per Share
Basic	$	0.71	$	0.59
Diluted		0.71		0.59

Page 1 of 3

CMS Energy Corporation

SUMMARIZED CONSOLIDATED BALANCE SHEETS

(In Millions)

	March 31 2017		December 31 2016
	(Unaudited)
Assets
Cash and cash equivalents	$	433	$	235
Restricted cash and cash equivalents		30		19
Other current assets		1,752		2,026
Total current assets	$	2,215	$	2,280
Plant, property, and equipment		15,857		15,715
Other non-current assets		3,551		3,627
Total Assets	$	21,623	$	21,622
Liabilities and Equity
Current liabilities	$	1,114	$	1,371
Non-current liabilities		6,057		5,927
Capitalization
Debt, capital leases, and financing obligation (*)
Debt, capital leases, and financing obligation (excluding non-recourse and securitization debt)		8,548		8,508
Non-recourse debt		1,169		1,198
Total debt, capital leases, and financing obligation		9,717		9,706
Noncontrolling interests		37		37
Common stockholders’ equity		4,370		4,253
Total capitalization	$	14,124	$	13,996
Securitization debt		328		328
Total Liabilities and Equity	$	21,623	$	21,622

(*) Current and long-term

CMS Energy Corporation

SUMMARIZED STATEMENTS OF CASH FLOWS

(In Millions)

	First Quarter (Unaudited)
	2017			2016
Beginning of Period Cash (Including Restricted Amounts)	$	257		$	288
Cash provided by operating activities	$	646		$	632
Cash used in investing activities		(346	)		(444	)
Cash flow from operating and investing activities	$	300		$	188
Cash used by financing activities		(94	)		(270	)
Total Cash Flow	$	206		$	(82	)
End of Period Cash (Including Restricted Amounts)	$	463		$	206

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)

	First Quarter (Unaudited)
	2017			2016
Net Income Available to Common Stockholders	$	199		$	164
Reconciling Items:
Discontinued Operations Loss		*			*
Restructuring Costs and Other		1			*
Tax Impact		(*	)		(*	)
Adjusted Net Income—Non-GAAP Basis	$	200		$	164
Average Number of Common Shares Outstanding
Basic		279			277
Diluted		280			278
Basic Earnings Per Average Common Share
Net Income Per Share as Reported	$	0.71		$	0.59
Reconciling Items:
Discontinued Operations Loss		*			*
Restructuring Costs and Other		*			*
Tax Impact		(*	)		(*	)
Adjusted Net Income—Non-GAAP Basis	$	0.71		$	0.59
Diluted Earnings Per Average Common Share
Net Income Per Share as Reported	$	0.71		$	0.59
Reconciling Items:
Discontinued Operations Loss		*			*
Restructuring Costs and Other		*			*
Tax Impact		(*	)		(*	)
Adjusted Net Income—Non-GAAP Basis	$	0.71		$	0.59

Note: 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, regulatory items from prior years, or other items detailed in these summary financial statements. Adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for reported earnings.

* Less than $500 thousand or $0.01 per share.

Page 3 of 3