8-K 1 d55322d8k.htm CURRENT REPORT

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 27, 2016

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:

¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. | Results of Operations and Financial Condition.

Item 7.01. | Regulation FD Disclosure.

CMS Energy will hold a webcast to discuss management changes and certain 2015 financial results and provide a business outlook on January 27, 2016 at 9:00 AM (EST). A copy of the CMS Energy presentation is furnished as Exhibit 99.1 to this report. A webcast of the presentation will be available on the CMS Energy website, www.cmsenergy.com.

Exhibit 99.1 contains certain financial measures that are considered “non-GAAP financial measures” as defined in Securities and Exchange Commission rules and 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.

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.

99.1 |  | CMS Energy presentation dated January 27, 2016

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 27, 2016 |  |  |  | By: |  | /s/ Melissa M. Gleespen
|  |  |  |  |  | Melissa M. Gleespen
|  |  |  |  |  | Vice President, Corporate Secretary and
|  |  |  |  |  | Chief Compliance Officer
|  |  |  |  |  | CONSUMERS ENERGY COMPANY
Dated: January 27, 2016 |  |  |  | By: |  | /s/ Melissa M. Gleespen
|  |  |  |  |  | Melissa M. Gleespen
|  |  |  |  |  | Vice President, Corporate Secretary and
|  |  |  |  |  | Chief Compliance Officer

Exhibit Index

99.1 |  | CMS Energy presentation dated January 27, 2016