CMS Energy公布2026Q3业绩：调整后EPS $1.44超预期，GAAP因NorthStar减值降至$0.39，重申2026/2027指引

----- tm2628313d1_8k.htm -----
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)
October 27, 2026
Commission
Registrant; State of Incorporation;
IRS Employer
File Number
Address; and Telephone Number
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange
on which registered
CMS Energy Corporation Common Stock, $0.01 par value
CMS
New York Stock Exchange
CMS Energy Corporation 5.625% Junior Subordinated Notes due 2078
CMSA
New York Stock Exchange
CMS Energy Corporation 5.875% Junior Subordinated Notes due 2078
CMSC
New York Stock Exchange
CMS Energy Corporation 5.875% Junior Subordinated Notes due 2079
CMSD
New York Stock Exchange
CMS Energy Corporation, Depositary Shares
,
each representing a 1/1,000th interest in a share of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C
CMS PRC
New York Stock Exchange
Consumers
Energy Company Cumulative Preferred Stock, $100 par value: $4.50 Series
CMS-PB
New York Stock Exchange
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
¨
Consumers
Energy Company
¨
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 October 27, 2026, CMS Energy Corporation (“CMS Energy”)
issued a News Release, in which it announced its 2026 third 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, major enterprise resource
planning software implementations, changes in accounting principles, voluntary separation program, changes in federal and state tax policy,
regulatory items from prior years, unrealized gains or losses from mark-to-market adjustments, recognized in net income related to NorthStar
Clean Energy's interest expense, or other items
.
Management views adjusted earnings as a
key measure of CMS Energy’s present operating financial performance and uses adjusted earnings for external communications with
analysts and investors. Internally, CMS Energy 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 October
27, 2026, 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 2026 third quarter results
and provide a business and financial outlook on October 27 at 10:00 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 October 27, 2026
99.2
CMS Energy presentation dated October 27, 2026
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: October 27, 2026
By:
/s/ Srikanth Maddipati
Srikanth Maddipati
Executive Vice President and Chief Financial Officer
CONSUMERS ENERGY COMPANY
Dated: October 27, 2026
By:
/s/ Srikanth Maddipati
Srikanth Maddipati
Executive Vice President and Chief Financial Officer

----- tm2628313d1_ex99-1.htm -----
EX-99.1
2
tm2628313d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
CMS Energy Announces Third Quarter Results,
Reaffirms 2026 and 2027 Adjusted EPS Guidance
JACKSON,
Mich., Oct. 27, 2026 – CMS Energy announced today reported earnings per share of $0.39 for the third quarter of 2026, compared
to $0.92 per share for 2025. The company’s adjusted earnings per share for the third quarter were $1.44, compared to $0.93 per
share for 2025. Both the quarter and year-to-date GAAP results reflect asset impairment and restructuring activities associated with
NorthStar Clean Energy. For the first nine months of the year, the company reported $1.86 per share, compared to $2.59 per share for
the same timeframe in 2025. On an adjusted earnings per share basis year to date, the company reported $2.95 per share in 2026, compared
to $2.66 per share in 2025.
2026 Financial Results**
Financial Results
Q3
YTD
Reported Total EPS (GAAP)
$
0.39
$
1.86
Asset impairment and restructuring activities
1.08
1.09
Other
(0.03
)
(0.00
)
Adjusted EPS (non-GAAP)
$
1.44
$
2.95
“I’m pleased with the progress in
the restructuring of NorthStar Clean Energy,” said Garrick Rochow, President and CEO of CMS Energy and Consumers Energy. “This
restructuring further strengthens our utility-focused business model, enhances earnings quality, provides greater financial flexibility,
and positions us to make the long-term utility investments needed to serve our customers and grow our communities.”
CMS Energy reaffirmed its 2026 adjusted earnings
guidance of $3.83 to $3.90 per share*, (*See below for important information about non-GAAP measures) 2027 adjusted earnings guidance
of $4.08 to $4.17, and long-term adjusted EPS growth of 6 to 8 percent, with continued confidence toward the high end.
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 2026 third quarter
results and provide a business and financial outlook on Tuesday, October 27 at 10:00 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, major enterprise resource planning software implementations, changes
in accounting principles, voluntary separation program, changes in federal and state tax policy, regulatory items from prior years, unrealized
gains or losses from mark-to-market adjustments, recognized in net income related to NorthStar Clean Energy's interest expense, 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.
**Per-share impacts are calculated independently for each reporting
period in accordance with ASC 260 and may not be additive due to differences in weighted-average shares outstanding between periods.
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, 517/768-3114
2
Page 1 of 3
CMS ENERGY CORPORATION
Consolidated Statements of Income
(Unaudited)
In
Millions, Except Per Share Amounts
Three Months Ended
Nine Months Ended
9/30/26
9/30/25
9/30/26
9/30/25
Operating revenue
$
2,183
$
2,021
$
6,742
$
6,306
Operating expenses
2,136
1,540
5,941
5,014
Operating Income
47
481
801
1,292
Other income
54
62
204
249
Interest charges
214
203
627
588
Income (Loss) Before Income Taxes
(113
)
340
378
953
Income tax expense (benefit)
(22
)
68
96
193
Net Income (Loss)
(91
)
272
282
760
Loss attributable
to noncontrolling interests, including impairment $(102), $—, $(102), and $—
(214
)
(5
)
(301
)
(22
)
Net Income Attributable to CMS Energy
123
277
583
782
Preferred stock dividends
2
2
7
7
Net Income Available to Common Stockholders
$
121
$
275
$
576
$
775
Diluted Earnings Per Average Common Share
$
0.39
$
0.92
$
1.86
$
2.59
Page 2 of 3
CMS ENERGY CORPORATION
Summarized Consolidated
Balance Sheets
(Unaudited)
In
Millions
As of
9/30/26
12/31/25
Assets
Current assets
Cash and cash equivalents
$
451
$
509
Restricted cash and cash equivalents
102
106
Assets held for sale
43
-
Other current assets
2,610
2,857
Total current assets
3,206
3,472
Non-current assets
Plant, property, and equipment
31,940
30,680
Assets held for sale
783
-
Other non-current assets
5,754
5,789
Total Assets
$
41,683
$
39,941
Liabilities and Equity
Current liabilities
(1)
Liabilities held for sale
$
14
$
-
Other current liabilities
2,116
2,592
Total current liabilities
2,130
2,592
Non-current liabilities
(1)
Liabilities held for sale
87
-
Other non-current liabilities
8,964
8,740
Total non-current liabilities
9,051
8,740
Capitalization
Debt and finance leases (excluding
securitization debt)
(2)
19,728
18,313
Preferred stock and securities
224
224
Noncontrolling interests
569
567
Common stockholders' equity
9,502
8,920
Total capitalization (excluding securitization
debt)
30,023
28,024
Securitization
debt
(2)
479
585
Total Liabilities and
Equity
$
41,683
$
39,941
(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
Nine Months Ended
9/30/26
9/30/25
Beginning of Period Cash and Cash Equivalents, Including
Restricted Amounts
$
615
$
178
Net cash provided by operating activities
1,798
1,757
Net cash used in investing activities
(3,111
)
(2,926
)
Cash flows from operating and investing
activities
(1,313
)
(1,169
)
Net cash provided by financing activities
1,277
1,423
Total Cash Flows
$
(36
)
$
254
End of Period
Cash and Cash Equivalents, Including Restricted Amounts
(3)
$
579
$
432
(3)
Includes
cash and cash equivalents classified as current assets held for sale.
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
Nine Months Ended
9/30/26
9/30/25
9/30/26
9/30/25
Net Income Available to Common Stockholders
$
121
$
275
$
576
$
775
Reconciling items:
Other exclusions from adjusted
earnings
(1)
(13
)
6
*
14
Tax impact
4
(2
)
(*
)
(4
)
Asset impairment and restructuring activities
456
-
456
-
Tax impact
(117
)
-
(117
)
-
State tax policy change
-
-
-
12
Adjusted net income – non-GAAP
$
451
$
279
$
915
$
797
Average Common Shares Outstanding - Diluted
313.2
300.4
310.4
299.4
Diluted Earnings Per Average Common Share
Reported net income per share
$
0.39
$
0.92
$
1.86
$
2.59
Reconciling items:
Other exclusions from adjusted
earnings
(1)
(0.04
)
0.02
*
0.04
Tax impact
0.01
(0.01
)
(*
)
(0.01
)
Asset impairment and restructuring activities
1.45
-
1.47
-
Tax impact
(0.37
)
-
(0.38
)
-
State tax policy change
-
-
-
0.04
Adjusted net income per share – non-GAAP
$
1.44
$
0.93
$
2.95
$
2.66
*
Less than $0.5 million or $0.01 per share.
**
Per-share impacts are calculated independently for each reporting period in accordance with ASC 260 and may not be additive due to differences in weighted-average shares outstanding between periods.
(1)
Includes major enterprise resource planning software implementations and unrealized gains or losses from mark-to-market adjustments, recognized in net income related to NorthStar Clean Energy's interest expense.
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, major enterprise resource planning software implementations, changes in accounting principles,
voluntary separation program, changes in federal and state tax policy, regulatory items from prior years, unrealized gains or losses
from mark-to-market adjustments, recognized in net income related to NorthStar Clean Energy's interest expense, 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.

----- tm2628313d1_ex99-2.htm -----
EX-99.2
3
tm2628313d1_ex99-2.htm
EXHIBIT 99.2
Exhibit 99.2
2026 Third Quarter
Results & Outlook
October 27, 2026
Enter “so what” if necessary – Century Gothic, Bold, Size 18 or smaller2
This presentation is made as of the date hereof and contains “forward-looking statements” as defined in Rule 3b-6 of the Securities 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-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. 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 Consumers Energy’s “FORWARD-LOOKING
STATEMENTS AND INFORMATION” and “RISK FACTORS” sections are incorporated herein by reference and discuss important factors that 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 obligation 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 Investor Relations section, www.cmsenergy.com/investor-relations, a channel of distribution.
Presentation endnotes are included after the appendix.
2
3
Investment Thesis . . .
. . . over two decades of industry-leading financial performance.
Strong Cash Flow &
Balance Sheet
Attractive &
Diversified Growth
Long Capital
Runway
Top-Tier Regulatory
Jurisdiction
Affordability driven by the
CE Way + Digital
Long Capital Runway
Top-Tier
Regulatory Jurisdictiona
Co-work
e
rs
e mots u C
sr
Investors
Customers
Clean Energy Leader
Presentation endnotes are included at the end of the presentation.
4
NorthStar Clean Energy Update . . .
. . . restructuring on track.
• >35% of the assets at signed agreement
(or closed)
• Majority of remaining assets in exclusivity
period with buyers
• Continued strong interest in the assets
• Exited renewables development
• On track to complete restructuring by
year-end
• Nearly100% utility-based earnings after 2027
• Reallocate capital to the Parent with future
redeployment into the Utility
• Shift of capital reduces Parent funding
needs, including debt and equity
• $500M+ of funding needs reduced within
the current plan (through 2030)
• Cost efficiencies enhance business profile
• Provides higher quality earnings and
retains attractive operating assets in
Michigan that generate cash flow
Sale Process Key Outcomes
5
2026 Integrated Resource Plan (IRP) . . .
. . . delivers across the Triple Bottom Line.
Key Outcomes
~$27B of capex opportunity,~$125M of FCM in 2031+a
Achieves Michigan Energy Law targets
(~60% RPS by 2035 and 100% Clean Energy by 2040)
Increases clean energy resource deployment
(+15.8 GW of clean energy resources by 2040)
Ensures resiliency, reliability and customer affordability
(+1.4 GW of gas simple cycle by 2031 &
+4.1 GW of battery storage by 2040)
Incremental economic development growth
(3% to 3½%/yr CAGR through 2040)
FCM Progress
Prior
5-yr
Plan
Current
5-yr
Plan
Future
Opportunity
2031+
Remaining Signed PPAs
~$50M
(% of total GWs)
~$20M
~$125M
✓
~680 MW
clean PPA
signed
Presentation endnotes are included at the end of the presentation.
6
Expansive Economic Development Efforts . . .
. . . drive diversified growth, including data centers, across Michigan.
Electric Gas Combined
2023 New Load 2024 New Load 2025 New Load
Hemlock
Semi-conductor
Switch
Data Center
Ford Blue Oval
(2% – 3%/yra
)
Corning Inc.
~100 MWb
signed in 2025
450 MW Onlineb
~195 MWb
signed YTD
Sales Growth
U.S. State Ranking:
#6 for Business
– as ranked by CNBC
2026
U.S. State Ranking:
#4 for Cost of Doing
Business
– as ranked by CNBC
2026
U.S. State Ranking:
Top 5 for Workforce
Development
– as ranked by Site Selection
Magazine 2026
U.S. State Ranking:
#3 for Manufacturing &
Semiconductor Jobs
– as ranked by Business
Facilities 2026
Includes:
Presentation endnotes are included after the appendix.
~$4½B
Michigan
investment
+
~2,300
jobs
U.S. State Ranking:
Top 10 Speed to Market
– as ranked by Area
Development 2026
Not inclusive of
signed large load
agreement
~745 MWb
7
Oct. 23rd:
Revised position
$443Ma
, 10.25% ROE
U-22070
Oct. 15th:
Order
$139M, 9.8% ROE
U-21981
Michigan’s Strong Regulatory Environment . . .
. . . provides constructive outcomes and forward-looking visibility.
Electric
Gas
Supportive Energy Policy
• Timely recovery of investments
✓ Forward-looking test
years/earn authorized ROEs
✓ 10-month rate cases
✓ Monthly fuel adjustment
trackers (PSCR/GCR)
✓ Constructive ROEs
• Supportive incentives enhanced
w/ 2023 Michigan Energy Law
✓ Energy efficiency incentives
✓ FCM adder on PPAs
• Appointed commissioners
✓ Staggered 6-year terms
Electric Supply
2026
Sep. 3rd:
Filed IRP
U-22127
Presentation endnotes are included at the end of the presentation.
Highlights
Storm Deferral
$57M
storm deferral
approved for 2026
Q1 storms
✓
Gas Order
Constructive
outcome with
support for ~60% of
final askb
✓
IRP Filed
15.8 GW clean
energy, 4.1 GW
battery & 1.4 GW
natural gas
✓
2027
By Apr. 2nd :
Expected
order
U-22070
Dec.:
File new
rate case
By Aug. 30th:
Expected
final order
U-22127
✓
✓
✓
Q4:
Expected
order
By Jun. 30th:
Expected
300-day order
U-22127
8
. . . on track to deliver in 2026 and beyond.
Amount Commentary
Financial Results & Outlook . . .
YTD 2026 Results
`
Long-Term Outlook
2026 Full-Year Outlook
2027 Full-Year Outlook
Adjusted EPS $2.95 Opportunities for reinvestment
are underway
Adjusted EPS Guidance
Annual Dividend Per Share
$3.83 – $3.90
$2.28
Toward the high end
Up 11¢
Adjusted EPS Guidance $4.08 – $4.17 Includes NorthStar restructuring
Adjusted EPS Growth
Dividend Payout Ratio
Utility Capital Plan ($B)a
+6% to +8%
~55% payout over time
$24
Toward the high end
Consistent DPS growth
To be updated on Q4 call
Presentation endnotes are included at the end of the presentation.
9
2025 Weather Rates,
Renewables
& Investment
Reliability,
Storms incl.
Productivity
Parent
Financing,
Tax & Other
Normal
Weather
Rates,
Renewables
& Investment
Reliability,
Storms incl.
Productivity
Parent
Financing,
Tax & Other
2026
2026 Adjusted EPS . . .
. . . continued confidence toward the high end.
First Nine Months
29¢
Three Months To-Go
0 – (7)¢
Presentation endnotes are included after the appendix.
$3.83 – $3.90
(5)¢
$3.61
34¢ 16¢
(9)¢
8¢
(9)-(16)¢ (16)¢
10¢
YTD
$2.95
YTD
$2.66
2025 2026
Reported EPS $2.59 $1.86
Adjustmentsa
0.07 1.09
Adjusted EPSa
$2.66 $2.95
YTD EPS Results
✓
10
Plan Actual
($M) ($M)
Consumers Energy:
First Mortgage Bonds $1,735 $1,750
CMS Energy:
Nov. 2025 Convert @ 3.125% $1,000 $1,000
Planned Equity ~$700 ~$495
Retirements (incl. term loans):
Consumers Energy $115b $115
CMS Energy $300 $300
Existing Facilities
$1,100M
(Nov-2030) $750M
(Nov-2030)
$300M
(Nov-2028)
Consumers
Energy
CMS
Energy
Financings
2026 Planned Financings . . .
. . . fund customer investments and provide ample liquidity.
Presentation endnotes are included after the appendix.
~$2.6B
a of net liquidity
✓
✓
✓
✓
~$76/
share
11
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 2025 2026+
Recession
Adjusted EPS
Dividend Weather
Help
Hurt
Cold
winter
Mild
summer
Hot
summer
Warm
winter
Mild
summer
Cold
winter
Summer-less
Hot
summer
Hot
summer
Warm
winter
Mild
summer
Polar
vortex
Mild
winter
Warm
winter
Warm
winter
Hot
summer
Storms Hot
summer
Storms
Governor (D) Governor (R) Governor (D)
Commission (D) Commission (D) Commission (R) Commission (I) Commission (D)
Dave Joos John Russell Patti Poppe Ken
Whipple
Recession/
Pandemic
Garrick Rochow
Hot
summer
Mild w/
storms
Mild w/
storms
Hot w/
storms
+6% to +8% Adjusted EPS Growth
1212
Q&A
Thank You!
See you at EEI!
1313
Appendix
14
.
Strong Balance Sheet . . .
. . . maintains credit metrics and solid investment-grade ratings.
Consumers Energy
CMS Energy
Senior Secured
Commercial Paper
Outlook
Senior Unsecured
Junior Subordinated
Outlook
Last Review
A1
P-2
Negative
Baa2
Baa3
Stable
Mar. 2026
A+
F-2
Stable
BBB
BB+
Stable
Mar. 2026
S&P Moody’s Fitch
✓ Forward-looking recovery
✓ Constructive rate construct
✓ Strong operating cash flow
generation
✓ 100% fixed rate debt
✓ Hybrid debt (w/ equity credit)
✓ Limited near-term maturities
Key Strengths
A
A-2
Stable
BBB
BBB-Stable
Dec. 2025
15
15
Endnotes
16
Presentation Endnotes
Slide 3: a
BofA Research, 2026 state rankings and D.C.
Slide 5: aAssumes 50% ownership for solar, wind and battery
Slide 6: aAnnual sales growth over 5-year plan through 2030, CAGR bAnticipated load at full ramp up
Slide 7: a
Excludes $25M deferral surcharge b
Represents company revised position of $232M
Slide 8: a
$24B utility capital investment plan (2026-2030)
Slide 9: aAdjusted EPS; see GAAP reconciliation
Slide 10: a
$2,182M in unreserved revolvers + $431M of unrestricted cash; excludes cash unavailable for debt retirement, such as cash held at NorthStar
16
17
GAAP Reconciliation
CMS Energy provides historical financial results on both a reported (GAAP) and adjusted (non-GAAP) basis and provides forward-looking 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 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, major enterprise resource planning software implementations, changes in accounting principles,
voluntary separation program, changes in federal and state tax policy, regulatory items from prior years, unrealized gains or losses from mark-to-market
adjustments, recognized in net income related to NorthStar Clean Energy's interest expense, 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 estimatethe 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 adjusted earnings should be considered
supplemental information to assist in understanding our business results, rather than as a substitute for the reported earnings.
17
CMS ENERGY CORPORATION
Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income
(Unaudited)
18
In Millions, Except Per Share Amounts
Three Months Ended Nine Months Ended
9/30/26 9/30/25 9/30/26 9/30/25
Net Income Available to Common Stockholders $ 121 $ 275 $ 576 $ 775
Reconciling items:
Other exclusions from adjusted earnings (1) (13) 6 * 14
Tax impact 4 (2) (*) (4)
Asset impairment and restructuring activities 456 - 456 -
Tax impact (117) - (117) -
State tax policy change - - - 12
Adjusted net income – non-GAAP $ 451 $ 279 $ 915 $ 797
Average Common Shares Outstanding - Diluted 313.2 300.4 310.4 299.4
Diluted Earnings Per Average Common Share
Reported net income per share $ 0.39 $ 0.92 $ 1.86 $ 2.59
Reconciling items:
Other exclusions from adjusted earnings (1) (0.04) 0.02 * 0.04
Tax impact 0.01 (0.01) (*) (0.01)
Asset impairment and restructuring activities 1.45 - 1.47 -
Tax impact (0.37) - (0.38) -
State tax policy change - - - 0.04
Adjusted net income per share – non-GAAP $ 1.44 $ 0.93 $ 2.95 $ 2.66
* Less than $0.5 million or $0.01 per share.
** Per-share impacts are calculated independently for each reporting period in accordance with ASC 260 and may not be additive due to differences in weighted-average shares
outstanding between periods.
(1) Includes major enterprise resource planning software implementations and unrealized gains or losses from mark-to-market adjustments, recognized in net income related to
NorthStar Clean Energy's interest expense.
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, major enterprise resource planning software implementations,
changes in accounting principles, voluntary separation program, changes in federal and state tax policy, regulatory items from prior years, unrealized gains or losses from mark-to-market adjustments, recognized in net income related to NorthStar Clean Energy's interest expense, 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.
19
CMS ENERGY CORPORATION
Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income
by Quarter
(Unaudited)
Net Income Available to Common Stockholders $ 338 $ 117 $ 121 $ 302 $ 198 $ 275 $ 286
Reconciling items:
Electric utility and gas utility 11 4 * * 4 6 6
Tax impact (3) (1) (*) (*) 11 (2) (1)
NorthStar Clean Energy (*) (2) 443 3 1 * (1)
Tax impact * * (113) (1) (*) (*) (*)
Corporate interest and other - - - - - - -
Tax impact - - - - (*) - -
Adjusted Net Income – Non-GAAP $ 346 $ 118 $ 451 $ 304 $ 214 $ 279 $ 290
Average Common Shares Outstanding – Diluted 307.1 310.8 313.2 299.1 299.1 300.4 305.8
Diluted Earnings Per Average Common Share $ 1.10 $ 0.37 $ 0.39 $ 1.01 $ 0.66 $ 0.92 $ 0.94
Reconciling items:
Electric utility and gas utility 0.04 0.01 * * 0.01 0.02 0.02
Tax impact (0.01) (*) (*) (*) 0.04 (0.01) (*)
NorthStar Clean Energy (*) (0.01) 1.41 0.01 * * (0.01)
Tax impact * * (0.36) (*) (*) (*) *
Corporate interest and other - - - - - - -
Tax impact - - - - (*) - -
Adjusted Diluted Earnings Per Average Common Share – Non-GAAP $ 1.13 $ 0.37 $ 1.44 $ 1.02 $ 0.71 $ 0.93 $ 0.95
* Less than $0.5 million or $0.01 per share.
3Q 4Q
2025
In Millions, Except Per Share Amounts
1Q 2Q 3Q
2026
1Q 2Q