8-KRegulation FDExhibits & Filings

CMS ENERGY CORP 8-K Report, Regulation FD Disclosure (Oct 3, 2012)

Filed October 3, 2012For Securities:CMSCMS-PCCMSACMSCCMSD

Summary

CMS Energy Corporation (CMS) filed an 8-K on October 3, 2012, to disclose that its management was scheduled to meet with investors on October 3-4, 2012. The filing includes a handout (Exhibit 99.1) provided to these investors, which contains information that CMS Energy management will discuss. The report emphasizes that this information, including the attached exhibit, is furnished under Regulation FD and is not considered 'filed' for the purposes of Section 18 of the Securities Exchange Act of 1934. This means the content is for informational purposes and doesn't trigger liability under that specific section, nor is it automatically incorporated into other SEC filings unless explicitly stated. Investors should note that the forward-looking statements within this report and its exhibits are subject to risks and uncertainties. CMS Energy directs readers to the "FORWARD-LOOKING STATEMENTS AND INFORMATION" and "RISK FACTORS" sections in their Form 10-K for the year ended December 31, 2011, and subsequent 10-Q filings for the quarters ended March 31, 2012, and June 30, 2012, for a comprehensive understanding of potential factors that could cause actual results to differ from those projected.

Key Highlights

  • 1CMS Energy Corporation (CMS) management held investor meetings on October 3-4, 2012.
  • 2A handout (Exhibit 99.1) was provided to investors during these meetings.
  • 3The content of the handout was furnished under Regulation FD, not 'filed'.
  • 4Information in this 8-K and Exhibit 99.1 is not deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934.
  • 5The filing incorporates by reference risk factors and forward-looking statement cautionary disclosures from previous 10-K and 10-Q filings.
  • 6Key risk factors and forward-looking statements should be reviewed in the company's prior SEC filings for a complete picture.

Frequently Asked Questions

The primary purpose of this 8-K filing is to publicly disclose that CMS Energy Corporation's management was meeting with investors on October 3-4, 2012, and to furnish a copy of the handout provided to these investors (Exhibit 99.1) as per Regulation FD.

When information is 'furnished' under Regulation FD, it means it is being provided for public disclosure without necessarily assuming the liabilities associated with 'filing' under Section 18 of the Securities Exchange Act of 1934. This is a common practice for investor presentations to ensure broad dissemination of information without triggering specific reporting obligations or liabilities unless explicitly stated.

The 8-K filing directs investors to review the "FORWARD-LOOKING STATEMENTS AND INFORMATION" and "RISK FACTORS" sections of CMS Energy Corporation's Form 10-K for the year ended December 31, 2011, and its Forms 10-Q for the quarters ended March 31, 2012, and June 30, 2012. These sections provide crucial details on factors that could materially impact the company's actual results.