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| Name | Symbol | Market | Type |
|---|---|---|---|
| CMS Energy Corporation | NYSE:CMS-B | NYSE | Preference Share |
| Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|
| 0.19 | 0.23% | 81.20 | 81.81 | 80.97 | 80.97 | 1,262 | 21:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
| Commission | Registrant; State of Incorporation; | IRS Employer | ||
| File Number | Address; and Telephone Number | Identification No. | ||
|
(A |
||||
|
(A
|
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| , each representing a 1/1,000th interest in a share of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series 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
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 July 25, 2024, CMS Energy Corporation (“CMS Energy”) issued a News Release, in which it announced its 2024 second 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. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, business optimization initiative, changes in accounting principles, voluntary separation program, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses from mark-to-market adjustments, or other items. 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 CMS Energy is not able to estimate the impact of specific line items, which have the potential to significantly impact, favorably or unfavorably, reported earnings in future periods, Exhibit 99.1 does not contain reported earnings guidance nor 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. All references to net income refer to net income available to common stockholders and 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 July 25, 2024, attached as Exhibit 99.1, is incorporated by reference in response to this Item 7.01.
CMS Energy will hold a webcast to discuss its 2024 second quarter results and provide a business and financial outlook on July 25 at 9:30 a.m. (ET). A copy of the CMS Energy presentation is furnished as Exhibit 99.2 to this report. A webcast of the presentation will be available on the CMS Energy website, www.cmsenergy.com.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, 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 July 25, 2024 | |
| 99.2 | CMS Energy presentation dated July 25, 2024 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
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, 2024 | By: | /s/ Rejji P. Hayes | |
| Rejji P. Hayes | |||
| Executive Vice President and Chief Financial Officer | |||
| CONSUMERS ENERGY COMPANY | |||
| Dated: July 25, 2024 | By: | /s/ Rejji P. Hayes | |
| Rejji P. Hayes | |||
| Executive Vice President and Chief Financial Officer | |||
Exhibit 99.1
CMS Energy Announces Second Quarter Results, Reaffirms 2024 Adjusted EPS Guidance
JACKSON, Mich., July 25, 2024 – CMS Energy announced today reported earnings per share of $0.65 for the second quarter of 2024, compared to $0.67 per share for 2023. The company’s adjusted earnings per share for the second quarter were $0.66, compared to $0.75 per share for the same quarter in 2023. For the first six months of the year, the company reported $1.61 per share compared to $1.36 per share for the same timeframe in 2023. On an adjusted earnings per share basis year to date, the company reported $1.63 per share in 2024, compared to $1.45 per share in 2023, primarily due to constructive regulatory outcomes and higher weather normalized sales.
CMS Energy reaffirmed its 2024 adjusted earnings guidance of $3.29 to $3.35 per share (*See below for important information about non-GAAP measures) and long-term adjusted EPS growth of 6 to 8 percent, with continued confidence toward the high end.
“We are on track to deliver our full year earnings guidance after a strong first half of the year prioritizing investments in our electric and gas systems to deliver value for customers,” said Garrick Rochow, President and CEO of CMS Energy and Consumers Energy. “Our electric Reliability Roadmap, Natural Gas Delivery Plan and Clean Energy Plan will allow us to harden and improve our systems while leading the clean energy transformation.”
CMS Energy (NYSE: CMS) is a Michigan-based energy provider featuring Consumers Energy as its primary business. It also owns and operates independent power generation businesses.
# # #
CMS Energy will hold a webcast to discuss its 2024 second quarter results and provide a business and financial outlook on Thursday, July 25 at 9:30 a.m. (EDT). To participate in the webcast, go to CMS Energy’s homepage (cmsenergy.com) and select “Events and Presentations.”
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. All references to net income refer to net income available to common stockholders and references to earnings per share are on a diluted basis. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, business optimization initiative, changes in accounting principles, voluntary separation program, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses from mark-to-market adjustments, or other items. 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.
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.
Media Contacts: Katie Carey, 517/740-1739
Investment Analyst Contact: Travis Uphaus, 517/817-9241
2
Page 1 of 3
CMS ENERGY CORPORATION
Consolidated Statements
of Income
(Unaudited)
| In Millions, Except Per Share Amounts | ||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||
| 6/30/24 | 6/30/23 | 6/30/24 | 6/30/23 | |||||||||
| Operating revenue | $ | 1,607 | $ | 1,555 | $ | 3,783 | $ | 3,839 | ||||
| Operating expenses | 1,324 | 1,311 | 3,088 | 3,281 | ||||||||
| Operating Income | 283 | 244 | 695 | 558 | ||||||||
| Other income | 113 | 146 | 199 | 202 | ||||||||
| Interest charges | 173 | 160 | 350 | 307 | ||||||||
| Income Before Income Taxes | 223 | 230 | 544 | 453 | ||||||||
| Income tax expense | 41 | 41 | 99 | 70 | ||||||||
| Income From Continuing Operations | 182 | 189 | 445 | 383 | ||||||||
| Income from discontinued operations, net of tax | - | 1 | - | 1 | ||||||||
| Net Income | 182 | 190 | 445 | 384 | ||||||||
| Loss attributable to noncontrolling interests | (16) | (8) | (40) | (18) | ||||||||
| Net Income Attributable to CMS Energy | 198 | 198 | 485 | 402 | ||||||||
| Preferred stock dividends | 3 | 3 | 5 | 5 | ||||||||
| Net Income Available to Common Stockholders | $ | 195 | $ | 195 | $ | 480 | $ | 397 | ||||
| Diluted Earnings Per Average Common Share | $ | 0.65 | $ | 0.67 | $ | 1.61 | $ | 1.36 | ||||
Page 2 of 3
CMS ENERGY CORPORATION
Summarized Consolidated Balance Sheets
(Unaudited)
| In Millions | ||||||||
| As of | ||||||||
| 6/30/24 | 12/31/23 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 699 | $ | 227 | ||||
| Restricted cash and cash equivalents | 90 | 21 | ||||||
| Other current assets | 2,196 | 2,591 | ||||||
| Total current assets | 2,985 | 2,839 | ||||||
| Non-current assets | ||||||||
| Plant, property, and equipment | 25,877 | 25,072 | ||||||
| Other non-current assets | 5,493 | 5,606 | ||||||
| Total Assets | $ | 34,355 | $ | 33,517 | ||||
| Liabilities and Equity | ||||||||
| Current liabilities (1) | $ | 1,756 | $ | 1,822 | ||||
| Non-current liabilities (1) | 8,290 | 7,927 | ||||||
| Capitalization | ||||||||
| Debt and finance leases (excluding securitization debt) (2) | 14,996 | 14,856 | ||||||
| Preferred stock and securities | 224 | 224 | ||||||
| Noncontrolling interests | 538 | 581 | ||||||
| Common stockholders' equity | 7,779 | 7,320 | ||||||
| Total capitalization (excluding securitization debt) | 23,537 | 22,981 | ||||||
| Securitization debt (2) | 772 | 787 | ||||||
| Total Liabilities and Equity | $ | 34,355 | $ | 33,517 | ||||
| (1) | Excludes debt and finance leases. | |||||||
| (2) | Includes current and non-current portions. | |||||||
| CMS ENERGY CORPORATION | ||||||||
| Summarized Consolidated Statements of Cash Flows | ||||||||
| (Unaudited) | ||||||||
| In Millions | ||||||||
| Six Months Ended | ||||||||
| 6/30/24 | 6/30/23 | |||||||
| Beginning of Period Cash and Cash Equivalents, Including Restricted Amounts | $ | 248 | $ | 182 | ||||
| Net cash provided by operating activities | 1,663 | 1,705 | ||||||
| Net cash used in investing activities | (1,246) | (2,079) | ||||||
| Cash flows from operating and investing activities | 417 | (374) | ||||||
| Net cash provided by financing activities | 124 | 598 | ||||||
| Total Cash Flows | $ | 541 | $ | 224 | ||||
| End of Period Cash and Cash Equivalents, Including Restricted Amounts | $ | 789 | $ | 406 | ||||
Page 3 of 3
CMS ENERGY CORPORATION
Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income
(Unaudited)
| In Millions, Except Per Share Amounts | ||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||
| 6/30/24 | 6/30/23 | 6/30/24 | 6/30/23 | |||||||||
| Net Income Available to Common Stockholders | $ | 195 | $ | 195 | $ | 480 | $ | 397 | ||||
| Reconciling items: | ||||||||||||
| Disposal of discontinued operations (gain) loss | - | (1) | - | (1) | ||||||||
| Tax impact | - | * | - | * | ||||||||
| Other exclusions from adjusted earnings** | 2 | 2 | 6 | 5 | ||||||||
| Tax impact | (*) | (*) | (1) | (1) | ||||||||
| Voluntary separation program | - | 28 | * | 28 | ||||||||
| Tax impact | - | (7) | (*) | (7) | ||||||||
| Adjusted net income – non-GAAP | $ | 197 | $ | 217 | $ | 485 | $ | 421 | ||||
| Average Common Shares Outstanding - Diluted | 298.5 | 291.3 | 297.9 | 291.2 | ||||||||
| Diluted Earnings Per Average Common Share | ||||||||||||
| Reported net income per share | $ | 0.65 | $ | 0.67 | $ | 1.61 | $ | 1.36 | ||||
| Reconciling items: | ||||||||||||
| Disposal of discontinued operations (gain) loss | - | (*) | - | (*) | ||||||||
| Tax impact | - | * | - | * | ||||||||
| Other exclusions from adjusted earnings** | 0.01 | 0.01 | 0.02 | 0.02 | ||||||||
| Tax impact | (*) | (*) | (*) | (*) | ||||||||
| Voluntary separation program | - | 0.09 | * | 0.09 | ||||||||
| Tax impact | - | (0.02) | (*) | (0.02) | ||||||||
| Adjusted net income per share – non-GAAP | $ | 0.66 | $ | 0.75 | $ | 1.63 | $ | 1.45 | ||||
| * | Less than $0.5 million or $0.01 per share. | |||||||||||
| ** | Includes restructuring costs and business optimization initiative. | |||||||||||
| 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, business optimization initiative, changes in accounting principles, voluntary separation program, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses from mark-to-market adjustments, or other items. The adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for reported earnings. | ||||||||||||
Exhibit 99.2
Second Quarter 2024 Results & Outlook July 25, 2024
2 Enter “so what” if necessary – Century Gothic, Bold, Size 18 or smaller This presentation is made as of the date hereof and contains “forward - looking statements” as defined in Rule 3b - 6 of the Securit ies 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 - lo oking 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 Commissi on filings. Forward - looking statements should be read in conjunction with “FORWARD - LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections of CMS Energy’s and Consumers Energy’s most recent Form 10 - K and as updated in reports CMS Energy and Consumers Energy file with the Securities and Exchange Commission. CMS Energy’s and Cons ume rs Energy’s “FORWARD - LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections are incorporated herein by reference and discuss important factors th at could cause CMS Energy’s and Consumers Energy’s results to differ materially from those anticipated in such statements. CMS Energy and Consumers Energy undertake no ob ligation 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 Energy’s results of operations and financial performance. A reconciliation of each of these measures to the most directly comparable GAAP measure is included in the appendix and posted on our website at www.cmsenergy.com . Investors and others should note that CMS Energy routinely posts important information on its website and considers the Inves tor Relations section, www.cmsenergy.com/investor - relations , a channel of distribution. Presentation endnotes are included after the appendix. 2
3 Investment Thesis . . . . . . is simple, clean and lean. Over two decades of industry - leading financial performance Industry - leading net zero commitments Excellence through the Top - tier regulatory jurisdiction a Premium total shareholder r eturn 6% to 8% adjusted EPS growth + ~3% dividend yield Presentation endnotes are included after the appendix. Strong Cash Flow & Balance Sheet Attractive & Diversified Territory Clean Energy Leader Infrastructure Renewal Constructive Law & Regulation Affordable Prices
4 Dec.: File Gas Rate Case 2024 Michigan’s Strong Regulatory Environment . . . . . . p rovides constructive outcomes and forward - looking visibility. Electric Gas Supportive Energy Policy • Timely recovery of investments x Forward - looking test years/earn authorized ROEs x 10 - month rate cases x Monthly fuel adjustment trackers (PSCR/GCR) • Supportive incentives x Constructive ROEs for Renewable Portfolio Standard x Energy waste reduction incentives x FCM adder on PPAs • Appointed commissioners Renewable Energy Plan (REP) Enhanced w/ 2023 Energy Law May 31 st : Filed Rate Case $325M a , 10.25% ROE U - 21585 Mar. 1 st : Order $92M, 9.9% ROE U - 21389 x Nov.: File REP By Mar. 31, 2025: Expected Order U - 21585 Jul. 23 rd : Settlement Approved $62.5M b , 9.9% ROE U - 21490 Presentation endnotes are included after the appendix. x
5 Needed Customer Investments . . . . . . e nabled by key affordability d rivers. Customer Investments Key Affordability Drivers x CE Way cost savings • ~$220M since 2020 x Large episodic savings (PPAs/coal exit) • >$200M savings through 2025 x Economic development • >1,300 MW of new or expanding load since 2015 b x Energy Waste Reduction programs • >$6B in customer savings since 2009, >2% reduction in customer usage per year Presentation endnotes are included after the appendix. Clean Energy Transformation (REP & IRP) a Natural Gas Delivery Plan Electric Reliability Roadmap
6 Commentary Amount Financial Results & Outlook . . . . . . o n track to deliver in 2024 and beyond. Long - Term Outlook 2024 Full - Year Outlook YTD 2024 Results $1.63 Adjusted EPS Toward the high end Up 11¢ $3.06 – $3.12 $2.06 Adjusted EPS Guidance Annual Dividend Per Share Toward the high end ~60% payout over time Up $1.5 vs. prior plan +6% to +8% Adjusted EPS Growth Dividend Per Share Growth Utility Capital Plan ($B) a $17 $3.29 – $3.35 Up vs. 2023 with confidence in the full year +6% to +8% Presentation endnotes are included after the appendix.
7 2023 Weather Rates & Investment Cost Savings & Productivity (incl. Storms) Usage, Non-Utility, Tax & Other Normal Weather Rates & Investment Cost Savings & Productivity (incl. Storms) Usage, Non-Utility, Tax & Other 2024 2024 Adjusted EPS . . . . . . continued confidence toward the high end. First Half 18 ¢ Six Months To - Go 0¢ – 6 ¢ Presentation endnotes are included after the appendix. $3.29 – $3.35 (5)¢ $ 3.11 13¢ 13 ¢ 20 ¢ 12¢ (35) ¢ – (41) ¢ (3) ¢ 9¢ First Half $1. 63 First Half $1 .45 2024 2023 $1.61 $1.36 Reported EPS 0.02 0.09 Adjustments a $ 1.63 $ 1.45 Adjusted EPS a First Half EPS Results x
8 $1,100M (Dec - 2027) $550M (Dec - 2027) $250M (Nov - 2025) Consumers Energy CMS Energy 2024 Planned Financings . . . Financings a . . . fund customer investments and provide ample liquidity. Presentation endnotes are included after the appendix. ~$2 .5 B b of net liquidity 5 - yr 4.60% x ~$70/ sh x YTD Plan ($M) ($M) Consumers Energy: $600 ~$1,275 First Mortgage Bonds CMS Energy: ~266 ~266 Contracted Equity (issued) Retirements (incl. term loans): -- 302 Consumers Energy 250 250 CMS Energy
9 Recession Industry - Leading Financial Performance . . . . . . for over two decades, regardless of conditions. 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024+ Recession Adjusted EPS a Dividend +6% to +8% Weather Help Hurt Cold winter Mild summer Warm winter Hot summer Mild summer Cold winter Polar vortex Mild summer Warm winter Hot summer Hot summer Summer - less Storms Hot summer Storms Hot summer Warm winter Warm winter Mild winter Governor (D) Governor (R) Governor (D) Commission (D) Commission (D) Commission (R) Commission (I) Commission (D) Dave Joos John Russell Patti Poppe K. Whipple Recession / Pandemic Presentation endnotes are included after the appendix. Garrick Rochow Mild w/ storms Hot summer
10 Q&A Thank You! 10
11 Appendix 11
12 2024 Sensitivities . . . . . . r eflect effective risk mitigation. Presentation endnotes are included after the appendix. Full - Year Impact OCF Adj. EPS Sensitivity ($M) 27 15 + + ( ¢) 7 4 + + 1% 1 + + Sales a Electric (~37,000 GWh) Gas (~311 Bcf) 60 + 0 + 50 ¢ + Gas Prices 8 6 + + 2 1 + + 10 bps 10 + + Utility Earned ROE Electric Gas <1 <1 25 bps + Interest Rates 0 3 100 bps + Effective Tax Rate (18%) + + + + Electric Residential Commercial Industrial 4¢ 2½ 3¢ (1% Full Year in Volume) 2024 Adj. EPS Sensitivities Gas ½ ~½ ~½
13 43% 20% 37% Customer Investment Plan . . . . . . delivers benefits for customers and investors. New Utility Investment Plan Rate Base Growth Clean Energy Generation Electric Distribution & Other Gas Utility $17B ’24 – ’28 63 % Electric utility investment x EE incentive moving from 20% to 22.5% (at 2% YoY load reduction) x ~9% FCM on new PPAs for clean energy contracts x NorthStar – DIG re - contracting opportunities Other Growth Drivers b 2023 2028 $ 24.6 B $35.2B ~ 7½%/ yr a ~ 40 % of investments support the Clean Energy Transformation Presentation endnotes are included after the appendix.
14 . Strong Balance Sheet . . . . . . m aintains credit metrics and solid investment - grade ratings. Consumers Energy CMS Energy Senior Secured Commercial Paper Outlook Senior Unsecured Junior Subordinated Outlook Last Review A A - 2 Stable BBB BBB - Stable Aug. 2023 A1 P - 2 Stable Baa2 Baa3 Stable Mar. 2024 A+ F - 2 Stable BBB BB+ Stable Apr . 2024 S&P Moody’s Fitch x Forward - looking recovery x Constructive rate construct x Strong operating cash flow generation x 100% fixed rate debt x Hybrid debt (w/equity credit) x Limited near - term maturities Key Strengths
15 15 ENDNOTES
16 Slide 3: a RRA state regulatory energy rankings, February 2024. Regulatory Research Associates, a group within S&P Global Commodity Insights Slide 4: a $325M position includes a $22M surcharge related to distribution investments made in 2023 above prior approved levels b $62.5M of effective rate relief ($35M of higher revenue as permanent rate relief and $27.5M retained gain share from the Appliance Service Plan ( ASP ) business sale used as an offset in lieu of additional rate relief during the test year) Slide 5: a Renewable Energy Plan and Integrated Resource Plan b New or expanding load since 2015 as of June 2024 Slide 6: a $17B utility capital investment plan (2024 - 2028), up $1.5B from prior plan (2023 - 2027) Slide 7: a Adjusted EPS; see GAAP reconciliation on slide 18 Slide 8 : a Excludes tax - exempt remarketing in October 2024 b $1,835M in unreserved revolvers + $676M of unrestricted cash; excludes cash unavailable for debt retirement, such as cash held at NorthStar Slide 9 : a Excludes discontinued operations Slide 12: a Reflects 2024 sales forecast; weather - normalized Slide 13: a Assumes $24.6B rate base in 2023, $35.2B in 2028, CAGR b Over plan period years 2024 - 2028 Presentation Endnotes 16
17 GAAP Reconciliation CMS Energy provides historical financial results on both a reported (GAAP) and adjusted (non - GAAP) basis and provides forward - lo oking guidance on an adjusted basis. During an oral presentation, references to “earnings” are on an adjusted basis. All references to net income refer to net income ava ila ble to common stockholders and references to earnings per share are on a diluted basis. Adjustments could include items such as discontinued operations, asset sales, impa irm ents, restructuring costs, business optimization initiative, changes in accounting principles, voluntary separation program, changes in federal tax policy, regulatory items f rom prior years, unrealized gains or losses from mark - to - market adjustments, or other items. Management views adjusted earnings as a key measure of the company’s present operating fi nancial performance and uses adjusted earnings for external communications with analysts and investors. Internally, the company uses adjusted earnings to measure a nd 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 unfavo rab ly, 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 futu re period earnings. The adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for the r epo rted earnings. 17
CMS ENERGY CORPORATION Reconciliation of GAAP Net Income to Non - GAAP Adjusted Net Income (Unaudited) 18
19 CMS ENERGY CORPORATION Reconciliation of GAAP Net Income to Non - GAAP Adjusted Net Income by Quarter (Unaudited) 4Q Net Income Available to Common Stockholders $ 285 $ 195 $ 202 $ 195 $ 174 $ 306 Reconciling items: Electric utility and gas utility 4 2 3 30 6 3 Tax impact (1) (*) (1) (7) (2) (1) NorthStar Clean Energy - - - - - - Tax impact - - - - - - Corporate interest and other - - - - - - Tax impact - - - - - - Adjusted Net Income – Non-GAAP $ 288 $ 197 $ 204 $ 217 $ 178 $ 308 Average Common Shares Outstanding – Diluted 297.2 298.5 291.2 291.3 291.4 292.7 Diluted Earnings Per Average Common Share $ 0.96 $ 0.65 $ 0.69 $ 0.67 $ 0.60 $ 1.05 Reconciling items: Electric utility and gas utility 0.01 0.01 0.01 0.10 0.01 0.01 Tax impact (*) (*) (*) (0.02) (*) (0.01) NorthStar Clean Energy - - - - - - Tax impact - - - - - - Corporate interest and other - - - - - - Tax impact - - - - - - Adjusted Diluted Earnings Per Average Common Share – Non-GAAP $ 0.97 $ 0.66 $ 0.70 $ 0.75 $ 0.61 $ 1.05 * Less than $0.5 million or $0.01 per share. 3Q In Millions, Except Per Share Amounts 2023 1Q 2Q 1Q 2Q 2024
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