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 31, 2019

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:
 
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))
 
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  o         Consumers Energy Company  o
 
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  o         Consumers Energy Company  o

 

 
Item 2.02. Results of Operations and Financial Condition.
 
On January 31, 2019, CMS Energy Corporation (“CMS Energy”) issued a News Release, in which it announced its 2018 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.  All references to earnings per share are on a diluted basis.
 
Item 7.01. Regulation FD Disclosure.
 
The information set forth in the CMS Energy News Release dated January 31, 2019, 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.
 
Exhibit Index
 
99.1                         CMS Energy News Release dated January 31, 2019
 
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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 31, 2019	By:	/s/ Rejji P. Hayes	
 	 	Rejji P. Hayes	
 	 	Executive Vice President and	
 	 	Chief Financial Officer	
 	 	 	
 	 	CONSUMERS ENERGY COMPANY	
 	 	 	
Dated: January 31, 2019	By:	/s/ Rejji P. Hayes	
 	 	Rejji P. Hayes	
 	 	Executive Vice President and	
 	 	Chief Financial Officer	
 
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Exhibit 99.1 

 
CMS Energy Announces 2018 Results and 2019 Adjusted EPS Guidance
 
JACKSON, Mich., Jan. 31, 2019 — CMS Energy announced today 2018 reported net income of $657 million or $2.32 per share, compared to reported net income of $460 million or $1.64 per share for 2017. CMS Energy announced $659 million of adjusted net income or adjusted earnings per share of $2.33 for 2018, toward the high end of guidance. On a reported basis, earnings per share grew 41 percent as 2017 federal tax reform related charges were not as substantial in 2018. On an adjusted earnings per share basis, the company delivered 7 percent growth.
 
Financial Results and Outlook

2018 Results	 	Amount	 	
Reported EPS	 	$	2.32	 	
Adjusted EPS	 	$	2.33	 	
Annual Dividend	 	$	1.43	 	

2019 Updates	 	Amount	 	
Adjusted EPS Guidance Raised	 	$2.47 - $2.51*	 	
Annual Dividend	 	$1.53	 	
 
CMS Energy raised its guidance a penny per share for 2019 adjusted earnings to $2.47 - $2.51 per share (* See below for important information about non-GAAP measures) or 6 to 8 percent annual adjusted earnings per share growth. Longer-term, adjusted earnings per share growth remains at 6 to 8 percent with a bias toward the midpoint.
 
“We are pleased with our 2018 results and continue to focus on the triple bottom line of serving people, planet and profit.” said Patti Poppe, President and CEO of CMS Energy and Consumers Energy.
 
CMS Energy (NYSE: CMS) is a Michigan-based company that has an electric and natural gas utility, Consumers Energy, as its primary business. It also owns and operates independent power generation businesses.
 
# # #
 
CMS Energy will hold a webcast to discuss its 2018 year-end results and provide a business and financial outlook on Jan. 31 at 8:30 A.M. (EST). To participate in the webcast, go to CMS Energy’s homepage (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 company’s adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for the reported earnings. All references to earnings per share are on a diluted basis.
 
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 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
Consolidated Statements of Income
(Unaudited)

 	 	In Millions, Except Per Share Amounts	 	
 	 	Three Months Ended	 	Twelve Months Ended	 	
 	 	12/31/18	 	12/31/17	 	12/31/18	 	12/31/17	 	
 	 	 	 	 	 	 	 	 	 	
Operating revenue	 	$	1,829	 	$	1,778	 	$	6,873	 	$	6,583	 	
 	 	 	 	 	 	 	 	 	 	
Operating expenses	 	1,579	 	1,399	 	5,711	 	5,245	 	
 	 	 	 	 	 	 	 	 	 	
Operating Income	 	250	 	379	 	1,162	 	1,338	 	
 	 	 	 	 	 	 	 	 	 	
Other income (expense)	 	(3	)	(47	)	70	 	(14	)	
 	 	 	 	 	 	 	 	 	 	
Interest charges	 	121	 	110	 	458	 	438	 	
 	 	 	 	 	 	 	 	 	 	
Income Before Income Taxes	 	126	 	222	 	774	 	886	 	
 	 	 	 	 	 	 	 	 	 	
Income tax expense	 	17	 	224	 	115	 	424	 	
 	 	 	 	 	 	 	 	 	 	
Net Income (Loss)	 	109	 	(2	)	659	 	462	 	
 	 	 	 	 	 	 	 	 	 	
Income attributable to noncontrolling interests	 	1	 	1	 	2	 	2	 	
 	 	 	 	 	 	 	 	 	 	
Net Income (Loss) Available to Common Stockholders	 	$	108	 	$	(3	)	$	657	 	$	460	 	
 	 	 	 	 	 	 	 	 	 	
Basic Earnings (Loss) Per Average Common Share	 	$	0.38	 	$	(0.01	)	$	2.33	 	$	1.64	 	
Diluted Earnings (Loss) Per Average Common Share	 	0.38	 	(0.01	)	2.32	 	1.64	 	
 
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CMS ENERGY CORPORATION
Summarized Consolidated Balance Sheets
(Unaudited)

 	 	In Millions	 	
 	 	As of	 	
 	 	12/31/18	 	12/31/17	 	
Assets	 	 	 	 	 	
Current assets	 	 	 	 	 	
Cash and cash equivalents	 	$	153	 	$	182	 	
Restricted cash and cash equivalents	 	21	 	17	 	
Other current assets	 	2,294	 	2,276	 	
Total current assets	 	2,468	 	2,475	 	
Non-current assets	 	 	 	 	 	
Plant, property, and equipment	 	18,126	 	16,761	 	
Other non-current assets	 	3,935	 	3,814	 	
Total Assets	 	$	24,529	 	$	23,050	 	
 	 	 	 	 	 	
Liabilities and Equity	 	 	 	 	 	
Current liabilities (1)	 	$	1,531	 	$	1,511	 	
Non-current liabilities (1)	 	6,429	 	6,574	 	
Capitalization	 	 	 	 	 	
Debt, capital leases, and financing obligation (excluding securitization debt) (2)	 	 	 	 	 	
Debt, capital leases, and financing obligation (excluding non-recourse and securitization debt)	 	9,646	 	8,940	 	
Non-recourse debt	 	1,854	 	1,245	 	
Total debt, capital leases, and financing obligation (excluding securitization debt)	 	11,500	 	10,185	 	
Noncontrolling interests	 	37	 	37	 	
Common stockholders’ equity	 	4,755	 	4,441	 	
Total capitalization (excluding securitization debt)	 	16,292	 	14,663	 	
Securitization debt (2)	 	277	 	302	 	
Total Liabilities and Equity	 	$	24,529	 	$	23,050	 	

(1)               Excludes debt, capital leases, and financing obligation.
 
(2)               Includes current and non-current portions.
 
CMS ENERGY CORPORATION
Summarized Consolidated Statements of Cash Flows
(Unaudited)

 	 	In Millions	 	
 	 	Twelve Months Ended	 	
 	 	12/31/18	 	12/31/17	 	
 	 	 	 	 	 	
Beginning of Period Cash and Cash Equivalents, Including Restricted Amounts	 	$	204	 	$	257	 	
 	 	 	 	 	 	
Net cash provided by operating activities	 	1,703	 	1,705	 	
Net cash used in investing activities	 	(2,606	)	(1,868	)	
Cash flows from operating and investing activities	 	(903	)	(163	)	
Net cash provided by financing activities	 	874	 	110	 	
 	 	 	 	 	 	
Total Cash Flows	 	$	(29	)	$	(53	)	
 	 	 	 	 	 	
End of Period Cash and Cash Equivalents, Including Restricted Amounts	 	$	175	 	$	204	 	
 
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CMS ENERGY CORPORATION
Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income
(Unaudited)

 	 	In Millions, Except Per Share Amounts	 	
 	 	Three Months Ended	 	Twelve Months Ended	 	
 	 	12/31/18	 	12/31/17	 	12/31/18	 	12/31/17	 	
 	 	 	 	 	 	 	 	 	 	
Net Income (Loss) Available to Common Stockholders	 	$	108	 	$	(3	)	$	657	 	$	460	 	
Reconciling items:	 	 	 	 	 	 	 	 	 	
Discontinued operations (income) loss	 	(*	)	*	 	(*	)	*	 	
Restructuring costs and other exclusions from adjusted earnings	 	8	 	1	 	9	 	4	 	
Tax impact	 	(*	)	(1	)	(*	)	(2	)	
Gain on assets previously sold	 	—	 	—	 	(4	)	—	 	
Tax impact	 	—	 	—	 	1	 	—	 	
Tax reform	 	(4	)	148	 	(4	)	148	 	
 	 	 	 	 	 	 	 	 	 	
Adjusted net income — non-GAAP	 	$	112	 	$	145	 	$	659	 	$	610	 	
 	 	 	 	 	 	 	 	 	 	
Average Common Shares Outstanding	 	 	 	 	 	 	 	 	 	
Basic	 	282.6	 	280.8	 	282.2	 	280.0	 	
Diluted	 	283.3	 	280.8	 	282.9	 	280.8	 	
 	 	 	 	 	 	 	 	 	 	
Basic Earnings (Loss) Per Average Common Share	 	 	 	 	 	 	 	 	 	
Reported net income (loss) per share	 	$	0.38	 	$	(0.01	)	$	2.33	 	$	1.64	 	
Reconciling items:	 	 	 	 	 	 	 	 	 	
Discontinued operations (income) loss	 	(*	)	*	 	(*	)	*	 	
Restructuring costs and other exclusions from adjusted earnings	 	0.03	 	*	 	0.03	 	0.01	 	
Tax impact	 	(*	)	(*	)	(*	)	(*	)	
Gain on assets previously sold	 	—	 	—	 	(0.01	)	—	 	
Tax impact	 	—	 	—	 	*	 	—	 	
Tax reform	 	(0.02	)	0.52	 	(0.02	)	0.52	 	
 	 	 	 	 	 	 	 	 	 	
Adjusted net income per share — non-GAAP	 	$	0.39	 	$	0.51	 	$	2.33	 	$	2.17	 	
 	 	 	 	 	 	 	 	 	 	
Diluted Earnings (Loss) Per Average Common Share	 	 	 	 	 	 	 	 	 	
Reported net income (loss) per share	 	$	0.38	 	$	(0.01	)	$	2.32	 	$	1.64	 	
Reconciling items:	 	 	 	 	 	 	 	 	 	
Discontinued operations (income) loss	 	(*	)	*	 	(*	)	*	 	
Restructuring costs and other exclusions from adjusted earnings	 	0.03	 	*	 	0.03	 	0.01	 	
Tax impact	 	(*	)	(*	)	(*	)	(*	)	
Gain on assets previously sold	 	—	 	—	 	(0.01	)	—	 	
Tax impact	 	—	 	—	 	*	 	—	 	
Tax reform	 	(0.01	)	0.52	 	(0.01	)	0.52	 	
 	 	 	 	 	 	 	 	 	 	
Adjusted net income per share — non-GAAP	 	$	0.40	 	$	0.51	 	$	2.33	 	$	2.17	 	

*  Less than $0.5 million or $0.01 per share.
 
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.
 
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