Item 2.02. Results of Operations and Financial Condition.
On February 2, 2023, CMS Energy Corporation ("CMS Energy") issued a News
Release, in which it announced its 2022 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, changes in accounting
principles, changes in federal 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 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 February 2, 2023,
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 2022 results and provide a
business and financial outlook on February 2 at 9:30 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.
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