8-KEarnings & ResultsRegulation FDExhibits & Filings

CMS ENERGY CORP 8-K Report, Financial Results (Feb 2, 2017)

Filed February 2, 2017For Securities:CMSCMS-PCCMSACMSCCMSD

Summary

CMS Energy Corporation (CMS) filed an 8-K on February 2, 2017, primarily to announce its 2016 financial results via a press release (Exhibit 99.1). This filing indicates that the company is reporting on its operational and financial performance for the fiscal year 2016. While specific financial figures are detailed in the attached press release, the 8-K itself serves as the official notification of this release to the SEC, highlighting the incorporation of non-GAAP financial measures and forward-looking earnings guidance. Investors should note that the press release contains non-GAAP financial measures, which CMS Energy reconciles to GAAP figures, except for future earnings guidance where reconciliations are not provided due to the inability to estimate certain future impacts. The company also uses its investor relations website as a channel for distributing important information. This report is furnished rather than filed, meaning it does not carry the same legal liabilities as a formally filed document under Section 18 of the Exchange Act.

Key Highlights

  • 1CMS Energy announced its 2016 financial results via a press release filed as Exhibit 99.1.
  • 2The filing confirms the release of a news release containing the company's 2016 operational and financial performance.
  • 3The press release includes non-GAAP financial measures, with reconciliations provided to comparable GAAP measures.
  • 4CMS Energy provides forward-looking earnings guidance on an adjusted (non-GAAP) basis.
  • 5Reconciliations for future earnings guidance are not provided due to the inability to estimate future adjustments.
  • 6The company directs investors to its investor relations website for important information.
  • 7The information furnished in this 8-K is not deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce CMS Energy Corporation's 2016 financial results, which are detailed in a press release attached as Exhibit 99.1. It also serves to inform the SEC and investors about the use of non-GAAP financial measures and forward-looking guidance.

No, this 8-K filing itself does not contain the detailed financial numbers. Instead, it incorporates by reference a press release (Exhibit 99.1) which contains the company's 2016 results and other financial information. Investors would need to review Exhibit 99.1 for those specifics.

Non-GAAP financial measures are financial performance indicators that exclude or adjust amounts that are reported under Generally Accepted Accounting Principles (GAAP). CMS Energy uses these measures, alongside GAAP figures, to provide a more comprehensive view of its operational performance and underlying business trends. They also use adjusted figures for forward-looking guidance because they cannot reasonably estimate the impact of certain future items.

According to General Instruction B.2 of Form 8-K, the information furnished in this report, including Exhibit 99.1, is not deemed 'filed' for the purposes of Section 18 of the Securities Exchange Act of 1934, nor is it subject to the liabilities of that section. This means it has a different legal implication than a formally filed document.