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, 2019, 2018, and 2017

•	Consolidated Statements of Comprehensive Income of CMS Energy for the years ended December 31, 2019, 2018, and 2017

•	Consolidated Statements of Cash Flows of CMS Energy for the years ended December 31, 2019, 2018, and 2017

•	Consolidated Balance Sheets of CMS Energy at December 31, 2019 and 2018

•	Consolidated Statements of Changes in Equity of CMS Energy for the years ended December 31, 2019, 2018, and 2017

•	Consolidated Statements of Income of Consumers for the years ended December 31, 2019, 2018, and 2017

•	Consolidated Statements of Comprehensive Income of Consumers for the years ended December 31, 2019, 2018, and 2017

•	Consolidated Statements of Cash Flows of Consumers for the years ended December 31, 2019, 2018, and 2017

•	Consolidated Balance Sheets of Consumers at December 31, 2019 and 2018

•	Consolidated Statements of Changes in Equity of Consumers for the years ended December 31, 2019, 2018, and 2017

•	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, 2019 and 2018 and for the years ended December 31, 2019, 2018, and 2017

•	Schedule II — Valuation and Qualifying Accounts and Reserves of CMS Energy for the years ended December 31, 2019, 2018, and 2017

•	Schedule II — Valuation and Qualifying Accounts and Reserves of Consumers for the years ended December 31, 2019, 2018, and 2017

Schedule I — Condensed Financial Information of Registrant

CMS Energy—Parent Company

Condensed Statements of Income

In Millions
Years Ended December 31	2019				2018				2017
Operating Expenses
Other operating expenses		$	(38	)		$	(7	)		$	(9	)
Total operating expenses		(38		)		(7		)		(9		)
Operating Loss		(38		)		(7		)		(9		)
Other Income (Expense)
Equity earnings of subsidiaries		826				780				633
Nonoperating retirement benefits, net		(1		)		(1		)		(1		)
Interest income		1				2				1
Other income		1				—				2
Other expense		—				(17		)		(31		)
Total other income		827				764				604
Interest Charges
Interest on long-term debt		156				135				143
Intercompany interest expense and other		10				7				3
Total interest charges		166				142				146
Income Before Income Taxes		623				615				449
Income Tax Benefit		(57		)		(42		)		(11		)
Net Income Available to Common Stockholders		$	680			$	657			$	460

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	2019				2018				2017
Cash Flows from Operating Activities
Net cash provided by operating activities		$	697			$	702			$	433
Cash Flows from Investing Activities
Investment in subsidiaries		(683		)		(363		)		(447		)
Proceeds from DB SERP investments		—				22				—
Net cash used in investing activities		(683		)		(341		)		(447		)
Cash Flows from Financing Activities
Proceeds from issuance of debt		1,158				560				799
Issuance of common stock		12				41				83
Retirement of long-term debt		(738		)		(675		)		(425		)
Debt prepayment costs		—				(16		)		(18		)
Payment of dividends on common stock		(434		)		(405		)		(375		)
Debt issuance costs and financing fees		(18		)		(8		)		(3		)
Change in notes payable – intercompany		6				142				(47		)
Net cash provided by (used in) financing activities		(14		)		(361		)		14
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	2019				2018
Current Assets
Notes and accrued interest receivable		$	2			$	2
Accounts receivable – intercompany and related parties		9				7
Federal income tax receivable		18				44
Accrued taxes		—				26
Prepayments and other current assets		1				1
Total current assets		30				80
Other Non*‑*current Assets
Deferred income taxes		126				180
Investments in subsidiaries		8,526				7,706
Other investments		4				3
Other		16				10
Total other non*‑*current assets		8,672				7,899
Total Assets		$	8,702			$	7,979

LIABILITIES AND EQUITY
In Millions
December 31	2019				2018
Current Liabilities
Current portion of long-term debt		$	—			$	180
Accounts and notes payable – intercompany		123				113
Accrued interest, including intercompany		34				32
Accrued taxes		5				—
Other current liabilities		38				7
Total current liabilities		200				332
Non*‑*current Liabilities
Long-term debt		3,334				2,750
Notes payable – intercompany		112				116
Postretirement benefits		21				17
Other non*‑*current liabilities		17				9
Total non*‑*current liabilities		3,484				2,892
Equity
Common stockholders’ equity		5,018				4,755
Total Liabilities and Equity		$	8,702			$	7,979

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:	Contingencies

Gas Index Price Reporting Litigation**:** CMS Energy, along with CMS MST, CMS Field Services, Cantera Natural Gas, Inc., and Cantera Gas Company, were named as defendants in four class action lawsuits and one individual lawsuit arising as a result of alleged inaccurate natural gas price reporting to publications that report trade information. Allegations include price-fixing conspiracies, restraint of trade, and artificial inflation of natural gas retail prices in Kansas, Missouri, and Wisconsin. In 2016, CMS Energy entities reached a settlement with the plaintiffs in the Kansas and Missouri class action cases for an amount that was not material to CMS Energy. In 2017, the federal district court approved the settlement.

CMS Energy and the plaintiffs in each of the Kansas and the Wisconsin actions engaged in settlement discussions and CMS Energy has recorded a $30 million liability at December 31, 2019 as a probable estimate to settle these two cases. CMS Energy can give no assurances that it can reach a final settlement with the plaintiffs in these two cases, of the actual amount CMS Energy would have to pay in any settlement, or, in the Wisconsin case, that the Wisconsin court would approve any such settlement. If settlement does not occur and the outcome after appeals is unfavorable to CMS Energy, these cases could negatively affect CMS Energy’s liquidity, financial condition, and results of operations.

3:	Guarantees

CMS Energy has issued guarantees with a maximum potential obligation of $430 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 under certain agreements entered into with Grand River Wind, LLC, a wholly owned subsidiary of CMS Enterprises

•	to third parties in support of non‑recourse revenue bonds issued by Genesee

•	to EGLE 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.

4:	Note Payable—Intercompany

In July 2018, CMS Energy issued a demand note payable to the DB SERP rabbi trust, of which $124 million was attributable to CMS Energy’s subsidiaries. The demand note bears interest at an annual rate of 4.10 percent and has a maturity date of 2028. This note payable is not recorded at fair value; however, its carrying value approximates fair value at December 31, 2019. This fair value measurement is classified in Level 3 within the fair value hierarchy.

Schedule II — Valuation and Qualifying Accounts and Reserves

CMS Energy Corporation

Years Ended December 31, 2019, 2018, and 2017

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
2019		$	20			$	29			$	—			$	29			$	20
2018		20				29				—				29				20
2017		24				29				—				33				20
Deferred tax valuation allowance
2019		$	8			$	—			$	—			$	6			$	2
2018		15				2				—				9				8
2017		5				10				—				—				15
Allowance for notes receivable1
2019		$	24			$	38			$	—			$	29			$	33
2018		20				25				—				21				24
2017		16				20				—				16				20

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

Consumers Energy Company

Years Ended December 31, 2019, 2018, and 2017

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
2019		$	20			$	29			$	—			$	29			$	20
2018		20				29				—				29				20
2017		24				29				—				33				20

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	—	104th dated as of 8/11/05 (Form 8-K filed August 11, 2005)
4.1.b	1-5611	4.1	—	112th dated as of 9/1/10 (Form 8-K filed September 7, 2010)
4.1.c	1-5611	4.1	—	113th dated as of 10/15/10 (Form 8-K filed October 20, 2010)
4.1.d	1-5611	4.1	—	114th dated as of 3/31/11 (Form 8-K filed April 6, 2011)
4.1.e	1-5611	4.1	—	116th dated as of 9/1/11 (Form 10-Q for the quarterly period ended September 30, 2011)
4.1.f	1-5611	4.1	—	117th dated as of 5/8/12 (Form 8-K filed May 8, 2012)
4.1.g	1-5611	4.1	—	119th dated as of 8/3/12 (Form 10-Q for the quarterly period ended September 30, 2012)
4.1.h	1-5611	4.1	—	120th dated as of 12/17/12 (Form 8-K filed December 20, 2012)

	Previously Filed
Exhibits	With File Number	As Exhibit Number		Description
4.1.i	1-5611	4.1	—	121st dated as of 5/17/13 (Form 8-K filed May 17, 2013)
4.1.j	1-5611	4.1	—	122nd dated as of 8/9/13 (Form 8-K filed August 9, 2013)
4.1.k	1-5611	4.1	—	123rd dated as of 12/20/13 (Form 8-K filed December 27, 2013)
4.1.l	1-5611	4.1	—	124th dated as of 8/18/2014 (Form 8-K filed August 18, 2014)
4.1.m	1-5611	4.1	—	125th dated as of 11/6/2015 (Form 8-K filed November 6, 2015)
4.1.n	1-5611	4.1	—	126th dated as of 11/23/2015 (Form 8-K filed November 25, 2015)
4.1.o	1-5611	4.1	—	127th dated as of 8/10/16 (Form 8-K filed August 10, 2016)
4.1.p	1-5611	4.1	—	128th dated as of 2/22/17 (Form 8-K filed February 22, 2017)
4.1.q	1-5611	4.1	—	129th dated as of 9/28/17 (Form 8-K filed September 28, 2017)
4.1.r	1-5611	4.1	—	130th dated as of 11/15/17 (Form 8-K filed November 15, 2017)
4.1.s	1-5611	4.1	—	131st dated as of 5/14/18 (Form 8‑K filed May 14, 2018)
4.1.t	1-5611	4.1	—	132nd dated as of 6/5/18 (Form 8‑K filed June 5, 2018)
4.1.u	1-5611	4.1	—	133rd dated as of 10/1/18 (Form 8-K filed October 1, 2018)
4.1.v	1-5611	4.1	—	134th dated as of 11/13/18 (Form 8-K filed November 13, 2018)
4.1.w	1-5611	4.1	—	135th dated as of 5/28/19 (Form 8-K filed May 28, 2019)
4.1.x	1-5611	4.1	—	136th dated as of 9/3/19 (Form 8-K filed September 3, 2019)
4.1.y	1-5611	4.1	—	137th dated as of 9/19/19 (Form 8-K filed September 19, 2019)
4.1.z	1-5611	4.3	—	138th dated as of 10/1/19 (Form 10-Q for the quarterly period ended September 30, 2019)
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	4.1	—	28th dated as of 3/12/12 (Form 8‑K filed March 12, 2012)
4.4.b1	1-9513	4.1	—	29th dated as of 3/22/13 (Form 8-K filed March 22, 2013)
4.4.c1	1-9513	4.1	—	30th dated as of 2/27/14 (Form 8-K filed February 27, 2014)
4.4.d1	1-9513	4.2	—	31st dated as of 2/27/14 (Form 8-K filed February 27, 2014)
4.4.e1	1-9513	4.1	—	32nd dated as of 11/9/15 (Form 8-K filed November 9, 2015)
4.4.f1	1-9513	4.1	—	33rd dated as of 5/5/16 (Form 8-K filed May 5, 2016)
4.4.g1	1-9513	4.1	—	34th dated as of 11/3/16 (Form 8-K filed November 3, 2016)
4.4.h1	1-9513	4.1	—	35th dated as of 2/13/17 (Form 8-K filed February 13, 2017)

	Previously Filed
Exhibits	With File Number	As Exhibit Number		Description
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)
				Indentures Supplemental thereto:
4.5.a1	1-9513	4.5.a	—	5th dated as of 2/13/18 (Form 10‑K for the fiscal year ended December 31, 2017)
4.5.b1	1-9513	4.1	—	6th dated as of 3/8/18 (Form 8-K filed March 8, 2018)
4.5.c1	1-9513	4.1	—	7th dated as of 9/26/18 (Form 8-K filed September 26, 2018)
4.5.d1	1-9513	4.1	—	8th dated as of 2/20/19 (Form 8-K filed February 20, 2019)
4.61			—	Description of CMS Energy Securities
4.7			—	Description of Consumers Securities
10.12	1-9513	10.1	—	CMS Energy Performance Incentive Stock Plan, effective March 12, 2018 (Form 8-K filed March 14, 2018)
10.22	1-9513	10.3	—	CMS Energy’s Deferred Salary Savings Plan, as amended and restated, effective January 1, 2019 (Form 10‑K for the fiscal year ended December 31, 2018)
10.32	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)
10.42	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)
10.52	1-9513	10.7	—	Defined Contribution Supplemental Executive Retirement Plan, as amended and restated, effective May 1, 2019 (Form 10-K for the fiscal year ended December 31, 2018)
10.62			—	Form of Officer Separation Agreement as of January 2020
10.71	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)
10.81,2	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)
10.92	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)
10.102			—	CMS Incentive Compensation Plan for CMS Energy and Consumers Officers as amended, effective as of January 16, 2020
10.112	1-9513	10.1	—	2016 Form of Change in Control Agreement (Form 8-K filed June 23, 2016)
10.122			—	Annual Employee Incentive Compensation Plan for Consumers as amended, effective as of December 1, 2019

	Previously Filed
Exhibits	With File Number	As Exhibit Number		Description
10.132			—	Annual CMS Enterprises Employee Incentive Compensation for CMS Enterprises as amended, effective as of December 1, 2019
10.141	1-9513	10.1	—	$550 million Fourth Amended and Restated Revolving Credit Agreement dated as of June 5, 2018 among CMS Energy, the Banks, as defined therein, and Barclays, as Agent (Form 8‑K filed June 5, 2018)
10.15	1-5611	10.2	—	$850 million Fifth Amended and Restated Revolving Credit Agreement dated as of June 5, 2018 among Consumers, the Banks, as defined therein, and JPMorgan, as Agent (Form 8-K filed June 5, 2018)
10.16	1-5611	10.1	—	$250 million Amended and Restated Revolving Credit Agreement dated as of November 19, 2018 among Consumers, the Banks, as defined therein, and The Bank of Nova Scotia, as Agent (Form 8‑K filed November 20, 2018)
10.16.a	1-5611	10.1	—	Description of the Extension to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8‑K filed November 19, 2019)
10.172	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)
10.18	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)
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
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)

	Previously Filed
Exhibits	With File Number	As Exhibit Number		Description
101.INS			—	Inline XBRL Instance Document
101.SCH			—	Inline XBRL Taxonomy Extension Schema
101.CAL			—	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF			—	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB			—	Inline XBRL Taxonomy Extension Labels Linkbase
101.PRE			—	Inline XBRL Taxonomy Extension Presentation Linkbase
104			—	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)

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.