8-KRegulation FDExhibits & Filings

CMS ENERGY CORP 8-K Report, Regulation FD Disclosure (Oct 31, 2012)

Filed October 31, 2012For Securities:CMSCMS-PCCMSACMSCCMSD

Summary

CMS Energy Corporation (CMS) filed this 8-K on October 31, 2012, primarily to disclose information related to an investor conference call scheduled for the same day. The filing includes a handout (Exhibit 99.1) which management will use during the call to discuss company matters with investors. While this 8-K itself does not contain new financial results or material events, it serves as a vehicle to furnish supplemental information to the investment community, which is crucial for understanding management's current perspectives and any forward-looking statements made during the call. Investors should note that the information furnished under Regulation FD is not considered 'filed' and therefore does not carry the same liability as formally filed information, unless expressly incorporated into a registration statement. The filing also references previous SEC filings (10-K and 10-Q reports) for comprehensive risk factors and forward-looking statements, indicating that these are the primary sources for detailed operational and risk analysis.

Key Highlights

  • 1CMS Energy Corporation scheduled an investor conference call on October 31, 2012.
  • 2A handout (Exhibit 99.1) was provided as supplemental material for the investor call.
  • 3The filing is made under Regulation FD Disclosure (Item 7.01).
  • 4Information provided in this 8-K, including Exhibit 99.1, is generally not considered 'filed' for Section 18 liability purposes.
  • 5The filing incorporates by reference risk factors and forward-looking statements from previous 10-K and 10-Q filings.
  • 6Thomas J. Webb, Executive Vice President and Chief Financial Officer, signed the report for both CMS Energy Corporation and Consumers Energy Company.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce and provide supplemental materials (Exhibit 99.1) for a conference call CMS Energy Corporation held with investors on October 31, 2012. It's a method to ensure fair disclosure of information to all investors simultaneously.

No, this specific 8-K filing does not contain new financial results. It serves as a disclosure of information being presented to investors during a conference call, not as a report of financial performance itself.

This 8-K filing directs investors to review the 'FORWARD-LOOKING STATEMENTS AND INFORMATION' and 'RISK FACTORS' sections of CMS Energy Corporation's and Consumers Energy Company's Form 10-K for the year ended December 31, 2011, and their Forms 10-Q for the quarters ended March 31, 2012, June 30, 2012, and September 30, 2012, for comprehensive details.

When information is furnished under Regulation FD and is not deemed 'filed,' it means the company does not assume the same level of legal liability under Section 18 of the Securities Exchange Act of 1934, which pertains to liability for misleading statements in filed documents. However, it is still important information for investors to consider.