Item 15. Exhibits and Financial Statement Schedules

The following financial statements are filed as part of this report under Item 8. Financial Statements and Supplementary Data:

· Consolidated Statements of Income of CMS Energy for the years ended December 31, 2017, 2016, and 2015

· Consolidated Statements of Comprehensive Income of CMS Energy for the years ended December 31, 2017, 2016, and 2015

· Consolidated Statements of Cash Flows of CMS Energy for the years ended December 31, 2017, 2016, and 2015

· Consolidated Balance Sheets of CMS Energy at December 31, 2017 and 2016

· Consolidated Statements of Changes in Equity of CMS Energy for the years ended December 31, 2017, 2016, and 2015.

· Consolidated Statements of Income of Consumers for the years ended December 31, 2017, 2016, and 2015

· Consolidated Statements of Comprehensive Income of Consumers for the years ended December 31, 2017, 2016, and 2015

· Consolidated Statements of Cash Flows of Consumers for the years ended December 31, 2017, 2016, and 2015

· Consolidated Balance Sheets of Consumers at December 31, 2017 and 2016

· Consolidated Statements of Changes in Equity of Consumers for the years ended December 31, 2017, 2016, and 2015

· Notes to the Consolidated Financial Statements

· Report of Independent Registered Public Accounting Firm for CMS Energy

· Report of Independent Registered Public Accounting Firm for Consumers

The following financial statement schedules are included below:

· Schedule I — Condensed Financial Information of Registrant, CMS Energy—Parent Company at December 31, 2017 and 2016 and for the years ended December 31, 2017, 2016, and 2015

· Schedule II — Valuation and Qualifying Accounts and Reserves of CMS Energy for the years ended December 31, 2017, 2016, and 2015

· Schedule II — Valuation and Qualifying Accounts and Reserves of Consumers for the years ended December 31, 2017, 2016, and 2015

Schedules other than those listed above are omitted because they are either not required or not applicable, or the required information is shown in the financial statements or notes thereto. Columns omitted from schedules filed have been omitted because the information is not applicable.

SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CMS Energy—Parent Company

Condensed Statements of Income

		In Millions
Years Ended December 31		2017			2016			2015
Operating Expenses
Other operating expenses		$	(9	)	$	(14	)	$	(8	)
Total operating expenses		(9		)	(14		)	(8		)
Operating Loss		(9		)	(14		)	(8		)
Other Income (Expense)
Equity earnings of subsidiaries		633			660			625
Nonoperating retirement benefits, net		(1		)	(1		)	(1		)
Interest income		1			1			1
Other income		2			-			-
Other expense		(31		)	(19		)	(9		)
Total other income		604			641			616
Interest Charges
Interest on long-term debt		143			150			134
Intercompany interest expense and other		3			1			3
Total interest charges		146			151			137
Income Before Income Taxes		449			476			471
Income Tax Benefit		(11		)	(75		)	(52		)
Net Income Available to Common Stockholders		$	460		$	551		$	523

The accompanying notes are an integral part of these statements.

SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONTINUED)

CMS Energy—Parent Company

Condensed Statements of Cash Flows

								In Millions
Years Ended December 31		2017			2016			2015
Cash Flows from Operating Activities
Net cash provided by operating activities		$	433		$	422		$	209
Cash Flows from Investing Activities
Investment in subsidiaries		(447		)	(275		)	(150		)
Net cash used in investing activities		(447		)	(275		)	(150		)
Cash Flows from Financing Activities
Proceeds from issuance of debt		799			603			349
Issuance of common stock		83			72			43
Retirement of long-term debt		(425		)	(530		)	(100		)
Debt prepayment costs		(18		)	(18		)	-
Payment of dividends on common stock		(375		)	(345		)	(320		)
Debt issuance costs and financing fees		(3		)	(5		)	(3		)
Change in notes payable		(47		)	76			(28		)
Net cash provided by (used in) financing activities		14			(147		)	(59		)
Net Increase in Cash and Cash Equivalents, Including Restricted Amounts		-			-			-
Cash and Cash Equivalents, Including Restricted Amounts, Beginning of Period		-			-			-
Cash and Cash Equivalents, Including Restricted Amounts, End of Period		$	-		$	-		$	-

The accompanying notes are an integral part of these statements.

SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONTINUED)

CMS Energy—Parent Company

Condensed Balance Sheets

ASSETS
					In Millions
December 31		2017			2016
Current Assets
Notes and accrued interest receivable		$	5		$	2
Accounts receivable, including intercompany and related parties		7			7
Federal income tax receivable		77			-
Accrued taxes		57			51
Prepayments and other current assets		1			1
Total current assets		147			61
Other Non-current Assets
Notes receivable		-			3
Deferred income taxes		269			366
Investments in subsidiaries		7,202			6,674
Other investments – DB SERP		25			26
Other		2			4
Total other non-current assets		7,498			7,073
Total Assets		$	7,645		$	7,134

LIABILITIES AND EQUITY
In Millions
December 31		2017			2016
Current Liabilities
Current portion of long-term debt		$	225		$	-
Accounts and notes payable, including intercompany and related parties		87			141
Accrued interest, including intercompany		34			28
Other current liabilities		5			10
Total current liabilities		351			179
Non-current Liabilities
Long-term debt		2,830			2,678
Postretirement benefits		21			21
Other non-current liabilities		2			3
Total non-current liabilities		2,853			2,702
Equity
Common stockholders’ equity		4,441			4,253
Total Liabilities and Equity		$	7,645		$	7,134

The accompanying notes are an integral part of these statements.

SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF REGISTRANT (CONTINUED)

CMS Energy—Parent Company

Notes to the Condensed Financial Statements

1: Basis of Presentation

CMS Energy’s condensed financial statements have been prepared on a parent-only basis. In accordance with Rule 12-04 of Regulation S-X, these parent-only financial statements do not include all of the information and notes required by GAAP for annual financial statements, and therefore these parent-only financial statements and other information included should be read in conjunction with CMS Energy’s audited consolidated financial statements contained within Item 8. Financial Statements and Supplementary Data.

2: Guarantees

CMS Energy has issued guarantees with a maximum potential obligation of $334 million on behalf of some of its wholly owned subsidiaries and related parties. CMS Energy’s maximum potential obligation consists primarily of potential payments:

· to third parties under certain commodity purchase and swap agreements entered into with CMS ERM

· to third parties in support of non-recourse revenue bonds issued by Genesee

· to the MDEQ on behalf of CMS Land and CMS Capital, for environmental remediation obligations at Bay Harbor

· to the U.S. Department of Energy on behalf of Consumers, in connection with Consumers’ 2011 settlement agreement with the U.S. Department of Energy regarding damages resulting from the department’s failure to accept spent nuclear fuel from nuclear power plants formerly owned by Consumers

The expiry dates of these guarantees vary, depending upon contractual provisions or upon the statute of limitations under the relevant governing law.

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

CMS Energy Corporation

Years Ended December 31, 2017, 2016, and 2015

														In Millions
Description		Balance at Beginning of Period			Charged to Expense			Charged to Other Accounts			Deductions			Balance at End of Period
Allowance for uncollectible accounts1
2017		$	24		$	29		$	-		$	33		$	20
2016		28			31			-			35			24
2015		40			50			-			62			28
Deferred tax valuation allowance
2017		$	5		$	10		$	-		$	-		$	15
2016		4			1			-			-			5
2015		2			3			(1		)	-			4
Allowance for notes receivable1
2017		$	16		$	20		$	-		$	16		$	20
2016		9			19			-			12			16
2015		8			8			-			7			9

1 Deductions represent write-offs of uncollectible accounts, net of recoveries.

Consumers Energy Company

Years Ended December 31, 2017, 2016, and 2015

														In Millions
Description		Balance at Beginning of Period			Charged to Expense			Charged to Other Accounts			Deductions			Balance at End of Period
Allowance for uncollectible accounts1
2017		$	24		$	29		$	-		$	33		$	20
2016		28			31			-			35			24
2015		39			50			-			61			28
Deferred tax valuation allowance
2017		$	-		$	-		$	-		$	-		$	-
2016		-			-			-			-			-
2015		1			-			(1		)	-			-

1 Deductions represent write-offs of uncollectible accounts, net of recoveries.

EXHIBIT INDEX

The agreements included as exhibits to this Form 10-K filing are included solely to provide information regarding the terms of the agreements and are not intended to provide any other factual or disclosure information about CMS Energy, Consumers, or other parties to the agreements. The agreements may contain representations and warranties made by each of the parties to each of the agreements that were made exclusively for the benefit of the parties involved in each of the agreements and should not be treated as statements of fact. The representations and warranties were made as a way to allocate risk if one or more of those statements prove to be incorrect. The statements were qualified by disclosures of the parties to each of the agreements that may not be reflected in each of the agreements. The agreements may apply standards of materiality that are different than standards applied to other investors. Additionally, the statements were made as of the date of the agreements or as specified in the agreements and have not been updated.

The representations and warranties may not describe the actual state of affairs of the parties to each agreement. Additional information about CMS Energy and Consumers may be found in this filing, at www.cmsenergy.com, at www.consumersenergy.com, and through the SEC’s website at www.sec.gov.

	Previously Filed
Exhibits	With File Number		As Exhibit Number		Description
3.11	1-9513		(3)(a)	—	Restated Articles of Incorporation of CMS Energy, effective June 1, 2004, as amended May 22, 2009 (Form 10-Q for the quarterly period ended June 30, 2009)
3.21	1-9513		3.2	—	CMS Energy Bylaws, amended and restated effective February 8, 2016 (Form 8-K filed February 8, 2016)
3.3	1-5611		3(c)	—	Restated Articles of Incorporation of Consumers effective June 7, 2000 (Form 10-K for the fiscal year ended December 31, 2000)
3.4	1-5611		3.2	—	Consumers Bylaws, amended and restated as of January 24, 2013 (Form 8-K filed January 29, 2013)
4.1	2-65973		(b)(1) – 4	—	Indenture dated as of September 1, 1945 between Consumers and Chemical Bank (successor to Manufacturers Hanover Trust Company), as Trustee, including therein indentures supplemental thereto through the Forty-third Supplemental Indenture dated as of May 1, 1979 (Form S-16 filed November 13, 1979)
					Indentures Supplemental thereto:
4.1.a	1-5611		4.2	—	100th dated as of 3/24/05 (Form 8-K filed March 30, 2005)
4.1.b	1-5611		4.2	—	104th dated as of 8/11/05 (Form 8-K filed August 11, 2005)
4.1.c	1-5611		4.1	—	108th dated as of 3/14/08 (Form 8-K filed March 14, 2008)
4.1.d	1-5611		4.1	—	110th dated as of 9/12/08 (Form 8-K filed September 12, 2008)
4.1.e	1-5611		4.1	—	111th dated as of 3/6/09 (Form 8-K filed March 6, 2009)
4.1.f	1-5611		4.1	—	112th dated as of 9/1/10 (Form 8-K filed September 7, 2010)
4.1.g	1-5611		4.1	—	113th dated as of 10/15/10 (Form 8-K filed October 20, 2010)
4.1.h	1-5611		4.1	—	114th dated as of 3/31/11 (Form 8-K filed April 6, 2011)

	Previously Filed
Exhibits	With File Number		As Exhibit Number		Description
4.1.i	1-5611		4.1	—	116th dated as of 9/1/11 (Form 10-Q for the quarterly period ended September 30, 2011)
4.1.j	1-5611		4.1	—	117th dated as of 5/8/12 (Form 8-K filed May 8, 2012)
4.1.k	1-5611		4.1	—	119th dated as of 8/3/12 (Form 10-Q for the quarterly period ended September 30, 2012)
4.1.l	1-5611		4.1	—	120th dated as of 12/17/12 (Form 8-K filed December 20, 2012)
4.1.m	1-5611		4.1	—	121st dated as of 5/17/13 (Form 8-K filed May 17, 2013)
4.1.n	1-5611		4.1	—	122nd dated as of 8/9/13 (Form 8-K filed August 9, 2013)
4.1.o	1-5611		4.1	—	123rd dated as of 12/20/13 (Form 8-K filed December 27, 2013)
4.1.p	1-5611		4.1	—	124th dated as of 8/18/2014 (Form 8-K filed August 18, 2014)
4.1.q	1-5611		4.1	—	125th dated as of 11/6/2015 (Form 8-K filed November 6, 2015)
4.1.r	1-5611		4.1	—	126th dated as of 11/23/2015 (Form 8-K filed November 25, 2015)
4.1.s	1-5611		4.1	—	127th dated as of 8/10/16 (Form 8-K filed August 10, 2016)
4.1.t	1-5611		4.1	—	128th dated as of 2/22/17 (Form 8-K filed February 22, 2017)
4.1.u	1-5611		4.1	—	129th dated as of 9/28/17 (Form 8-K filed September 28, 2017)
4.1.v	1-5611		4.1		130th dated as of 11/15/17 (Form 8-K filed November 15, 2017)
4.2	1-5611		(4)(b)	—	Indenture dated as of January 1, 1996 between Consumers and The Bank of New York Mellon, as Trustee (Form 10-K for the fiscal year ended December 31, 1995)
4.3	1-5611		(4)(c)	—	Indenture dated as of February 1, 1998 between Consumers and The Bank of New York Mellon (formerly The Chase Manhattan Bank), as Trustee (Form 10-K for the fiscal year ended December 31, 1997)
4.41	33-47629		(4)(a)	—	Indenture dated as of September 15, 1992 between CMS Energy and NBD Bank, as Trustee (Form S-3 filed May 1, 1992)
					Indentures Supplemental thereto:
4.4.a1	1-9513		4.3	—	23rd dated as of 6/15/09 (Form 8-K filed June 15, 2009)
4.4.b1	1-9513		4.1	—	24th dated as of 1/14/10 (Form 8-K filed January 14, 2010)
4.4.c1	1-9513		4.1	—	28th dated as of 3/12/12 (Form 8-K filed March 12, 2012)
4.4.d1	1-9513		4.1	—	29th dated as of 3/22/13 (Form 8-K filed March 22, 2013)
4.4.e1	1-9513		4.1	—	30th dated as of 2/27/14 (Form 8-K filed February 27, 2014)
4.4.f1	1-9513		4.2	—	31st dated as of 2/27/14 (Form 8-K filed February 27, 2014)
4.4.g1	1-9513		4.1	—	32nd dated as of 11/9/15 (Form 8-K filed November 9, 2015)

	Previously Filed
Exhibits	With File Number		As Exhibit Number		Description
4.4.h1	1-9513		4.1	—	33rd dated as of 5/5/16 (Form 8-K filed May 5, 2016)
4.4.i1	1-9513		4.1	—	34th dated as of 11/3/16 (Form 8-K filed November 3, 2016)
4.4.j1	1-9513		4.1	—	35th dated as of 2/13/17 (Form 8-K filed February 13, 2017)
4.51	1-9513		(4a)	—	Indenture dated as of June 1, 1997 between CMS Energy and The Bank of New York Mellon, as Trustee (Form 8-K filed July 1, 1997)
					Indenture Supplemental thereto:
4.5.a1				—	5th dated as of 2/13/18
10.12	1-9513		(10)(g)	—	2004 Form of Executive Severance Agreement (Form 10-Q for the quarterly period ended September 30, 2009)
10.22	1-9513		10.3	—	CMS Energy’s Performance Incentive Stock Plan as amended and restated, effective March 7, 2017 (Form 10-Q for the quarterly period ended March 31, 2017)
10.32	1-9513		10.2	—	CMS Energy’s Deferred Salary Savings Plan, as amended and restated, effective January 1, 2017 (Form 10-Q for the quarterly period ended March 31, 2017)
10.42	1-9513		10.5	—	CMS Energy and Consumers Director’s Deferred Compensation Plan, effective as of November 30, 2007 (Form 10-K for the fiscal year ended December 31, 2014)
10.52	1-9513		10.6	—	Supplemental Executive Retirement Plan for Employees of CMS Energy/Consumers effective on January 1, 1982 and as amended effective April 1, 2011 (Form 10-Q for the quarterly period ended March 31, 2011)
10.62	1-9513		10.7.a	—	Defined Contribution Supplemental Executive Retirement Plan, as amended and restated, effective January 1, 2016 (Form 10-K for the fiscal year ended December 31, 2015)
10.72	1-9513		10.8	—	Form of Officer Separation Agreement as of January 2017 (Form 10-K for the fiscal year ended December 31, 2016)
10.81	1-9513		(10)(y)	—	Environmental Agreement dated as of June 1, 1990 made by CMS Energy to The Connecticut National Bank and Others (Form 10-K for the fiscal year ended December 31, 1990)
10.91,2	1-9513		(10)(a)	—	Form of Indemnification Agreement between CMS Energy and its Directors, effective as of November 1, 2007 (Form 10-Q for the quarterly period ended September 30, 2007)
10.102	1-5611		(10)(b)	—	Form of Indemnification Agreement between Consumers and its Directors, effective as of November 1, 2007 (Form 10-Q for the quarterly period ended September 30, 2007)

	Previously Filed
Exhibits	With File Number		As Exhibit Number		Description
10.112	1-9513		10.2	—	CMS Incentive Compensation Plan for CMS Energy and Consumers Officers as amended, effective as of March 14, 2014 (Form 10-Q for the quarterly period ended March 31, 2014)
10.11.a2	1-9513		10.17.a	—	Amendment to CMS Incentive Compensation Plan for CMS Energy and Consumers Officers effective December 17, 2015 (Form 10-K for the fiscal year ended December 31, 2015)
10.122	1-9513		10.1	—	2016 Form of Change in Control Agreement (Form 8-K filed June 23, 2016)
10.132	1-5611		10.2	—	Annual Employee Incentive Compensation Plan for Consumers as amended effective as of August 4, 2017 (Form 10-Q for the quarterly period ended September 30, 2017)
10.141	1-9513		10.1	—	$550 million Third Amended and Restated Revolving Credit Agreement dated as of May 27, 2015 among CMS Energy, the Banks, as defined therein, and Barclays, as Agent (Form 8-K filed June 1, 2015)
10.14.a1	1-9513		10.1	—	Description of the $550 million Third Amended and Restated Revolving Credit Agreement Extension (Form 8-K filed June 1, 2016)
10.14.b1	1-9513		10.1	—	Description of the $550 million Third Amended and Restated Revolving Credit Agreement Extension (Form 8-K filed June 1, 2017)
10.15	1-5611		10.2	—	$650 million Fourth Amended and Restated Revolving Credit Agreement dated as of May 27, 2015 among Consumers, the Banks, as defined therein, and JPMorgan, as Agent (Form 8-K filed June 1, 2015)
10.15.a	1-5611		10.2	—	Description of the $650 million Fourth Amended and Restated Revolving Credit Agreement Extension (Form 8-K filed June 1, 2016)
10.15.b	1-5611		10.2	—	Description of the $650 million Fourth Amended and Restated Revolving Credit Agreement Extension (Form 8-K filed June 1, 2017)
10.161	1-9513		10.3	—	Pledge and Security Agreement dated as of March 31, 2011, made by CMS Energy to Barclays Bank PLC, as Administrative Agent for the Banks, as defined therein (Form 8-K filed April 6, 2011)
10.17	1-5611		10.1	—	$250 million secured Revolving Credit Agreement dated as of November 23, 2015 between Consumers and The Bank of Nova Scotia (Form 8-K filed November 25, 2015)
10.17.a	1-5611		10.1	—	Description of the $250 million Secured Revolving Credit Agreement Extension (Form 8-K filed November 23, 2016)

	Previously Filed
Exhibits	With File Number		As Exhibit Number		Description
10.17.b	1-5611		10.1	—	Description of the Second Extension to the $250 million secured Revolving Credit Agreement (Form 8-K filed November 27, 2017)
10.182	1-9513		10.1	—	Consumers and other CMS Energy Companies Retired Executives Survivor Benefit Plan for Management/ Executive Employees, distributed July 1, 2011 (Form 10-Q for the quarterly period ended September 30, 2011)
10.191	1-9513		10.1	—	$180,000,000 Term Loan Credit Agreement dated as of June 11, 2015 among CMS Energy, the financial institutions named therein, and JPMorgan Chase Bank, N.A., as Agent (Form 8-K filed June 16, 2015)
10.19.a1	1-9513		10.3	—	Description of the $180,000,000 Term Loan Credit Agreement Extension (Form 10-Q for the quarterly period ended March 31, 2016)
10.19.b1	1-9513		10.4	—	Description of the second $180,000,000 Term Loan Credit Agreement Extension (Form 10-Q for the quarterly period ended March 31, 2017)
10.20	1-5611		10.1	—	Form of Commercial Paper Dealer Agreement between Consumers, as Issuer, and the Dealer party thereto (Form 10-Q for the quarterly period ended September 30, 2014)
10.21	1-5611		10.1	—	Bond Purchase Agreement between Consumers Energy and each of the Purchasers named therein (Form 8-K filed August 29, 2017)
10.221	1-9513		10.1	—	$225,000,000 Term Loan Credit Agreement dated as of December 21, 2017 among CMS Energy, the financial institutions named therein, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Agent (Form 8-K filed December 22, 2017)
12.1				—	Statement regarding computation of CMS Energy’s Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Dividends
12.2				—	Statement regarding computation of Consumers’ Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Dividends
21.1				—	Subsidiaries of CMS Energy and Consumers
23.1				—	Consent of PricewaterhouseCoopers LLP for CMS Energy
23.2				—	Consent of PricewaterhouseCoopers LLP for Consumers
31.1				—	CMS Energy’s certification of the CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2				—	CMS Energy’s certification of the CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3				—	Consumers’ certification of the CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.4				—	Consumers’ certification of the CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1				—	CMS Energy’s certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	Previously Filed
Exhibits	With File Number		As Exhibit Number		Description
32.2				—	Consumers’ certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.11	333-221134		99.1	—	CMS Energy Stock Purchase Plan, as amended and restated October 26, 2017 (Form S-3ASR filed October 26, 2017)
101.INS				—	XBRL Instance Document
101.SCH				—	XBRL Taxonomy Extension Schema
101.CAL				—	XBRL Taxonomy Extension Calculation Linkbase
101.DEF				—	XBRL Taxonomy Extension Definition Linkbase
101.LAB				—	XBRL Taxonomy Extension Labels Linkbase
101.PRE				—	XBRL Taxonomy Extension Presentation Linkbase

1 Obligations of CMS Energy or its subsidiaries, but not of Consumers.

2 Management contract or compensatory plan or arrangement.

Exhibits that have been previously filed with the SEC, designated above, are incorporated herein by reference and made a part hereof.