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, 2020, 2019, and 2018

• Consolidated Statements of Comprehensive Income of CMS Energy for the years ended December 31, 2020, 2019, and 2018

• Consolidated Statements of Cash Flows of CMS Energy for the years ended December 31, 2020, 2019, and 2018

• Consolidated Balance Sheets of CMS Energy at December 31, 2020 and 2019

• Consolidated Statements of Changes in Equity of CMS Energy for the years ended December 31, 2020, 2019, and 2018

• Consolidated Statements of Income of Consumers for the years ended December 31, 2020, 2019, and 2018

• Consolidated Statements of Comprehensive Income of Consumers for the years ended December 31, 2020, 2019, and 2018

• Consolidated Statements of Cash Flows of Consumers for the years ended December 31, 2020, 2019, and 2018

• Consolidated Balance Sheets of Consumers at December 31, 2020 and 2019

• Consolidated Statements of Changes in Equity of Consumers for the years ended December 31, 2020, 2019, and 2018

• 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, 2020 and 2019 and for the years ended December 31, 2020, 2019, and 2018

• Schedule II — Valuation and Qualifying Accounts and Reserves of CMS Energy for the years ended December 31, 2020, 2019, and 2018

• Schedule II — Valuation and Qualifying Accounts and Reserves of Consumers for the years ended December 31, 2020, 2019, and 2018

Schedule I — Condensed Financial Information of Registrant

CMS Energy—Parent Company

Condensed Statements of Income

In Millions
Years Ended December 31			2020						2019						2018
Operating Expenses
Other operating expenses						$	(6)					$	(38)					$	(7)
Total operating expenses						(6)						(38)						(7)
Operating Loss						(6)						(38)						(7)
Other Income (Expense)
Equity earnings of subsidiaries						909						826						780
Nonoperating retirement benefits, net						(1)						(1)						(1)
Interest income						1						1						2
Other income						1						1						—
Other expense						(19)						—						(17)
Total other income						891						827						764
Interest Charges
Interest on long-term debt						178						156						135
Intercompany interest expense and other						7						10						7
Total interest charges						185						166						142
Income Before Income Taxes						700						623						615
Income Tax Benefit						(55)						(57)						(42)
Net Income Available to Common Stockholders						$	755					$	680					$	657

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			2020						2019						2018
Cash Flows from Operating Activities
Net cash provided by operating activities						$	507					$	697					$	702
Cash Flows from Investing Activities
Investment in subsidiaries						(657)						(683)						(363)
Increase in notes receivable – intercompany						(307)						—						—
Proceeds from DB SERP investments						—						—						22
Net cash used in investing activities						(964)						(683)						(341)
Cash Flows from Financing Activities
Proceeds from issuance of debt						1,225						1,158						560
Issuance of common stock						253						12						41
Retirement of long-term debt						(425)						(738)						(675)
Debt prepayment costs						(16)						—						(16)
Payment of dividends on common stock						(465)						(434)						(405)
Debt issuance costs and financing fees						(10)						(18)						(8)
Change in notes payable – intercompany						(105)						6						142
Net cash provided by (used in) financing activities						457						(14)						(361)
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			2020						2019
Current Assets
Notes and accrued interest receivable – intercompany						$	358					$	2
Accounts receivable – intercompany and related parties						3						9
Federal income tax receivable						—						18
Accrued taxes						48						—
Prepayments and other current assets						1						1
Total current assets						410						30
Other Non‑current Assets
Deferred income taxes						91						126
Investments in subsidiaries						9,372						8,526
Other investments						5						4
Other						5						16
Total other non‑current assets						9,473						8,672
Total Assets						$	9,883					$	8,702

LIABILITIES AND EQUITY
In Millions
December 31			2020						2019
Current Liabilities
Current portion of long-term debt						$	200					$	—
Accounts and notes payable – intercompany						69						123
Accrued interest, including intercompany						33						34
Accrued taxes						—						5
Other current liabilities						9						38
Total current liabilities						311						200
Non‑current Liabilities
Long-term debt						3,926						3,334
Notes payable – intercompany						116						112
Postretirement benefits						21						21
Other non‑current liabilities						13						17
Total non‑current liabilities						4,076						3,484
Equity
Common stockholders’ equity						5,496						5,018
Total Liabilities and Equity						$	9,883					$	8,702

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 filed in Kansas, Missouri, and Wisconsin and one individual lawsuit filed in Kansas; these lawsuits arose as a result of alleged inaccurate natural gas price reporting to publications that report trade information. Allegations included price-fixing conspiracies, restraint of trade, and artificial inflation of natural gas retail prices. 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.

In 2019, CMS Energy and the plaintiffs in the remaining Kansas individual lawsuit and the Wisconsin class action lawsuit engaged in settlement discussions and CMS Energy recorded a $30 million liability at December 31, 2019 as the probable estimate to settle the two cases. The parties executed a settlement agreement in the Kansas case in February 2020, and that case is now complete. In the Wisconsin case, a settlement agreement was approved in August 2020 and that case is now complete.

3: Guarantees

CMS Energy has issued guarantees with a maximum potential obligation of $596 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 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

• to a tax equity investor under certain agreements in connection with the purchase of a VIE

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 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, 2020. 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, 2020, 2019, and 2018

In Millions
Description			Balance at Beginning of Period						Charged to Expense						Charged to Other Accounts2						Deductions						Balance at End of Period
Allowance for uncollectible accounts1
2020						$	20					$	33					$	—					$	24					$	29
2019						20						29						—						29						20
2018						20						29						—						29						20
Deferred tax valuation allowance
2020						$	2					$	—					$	—					$	1					$	1
2019						8						—						—						6						2
2018						15						2						—						9						8
Allowance for notes receivable1
2020						$	33					$	60					$	62					$	32					$	123
2019						24						38						—						29						33
2018						20						25						—						21						24

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

2On January 1, 2020, in accordance with ASU 2016‑13*, Measurement of Credit Losses on Financial Instruments*, CMS Energy adjusted the allowance for loan losses associated with its notes receivable, recording an offsetting adjustment to retained earnings. For further details, see Item 8. Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 2, New Accounting Standards and Note 8, Notes Receivable.

Consumers Energy Company

Years Ended December 31, 2020, 2019, and 2018

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
2020						$	20					$	33					$	—					$	24					$	29
2019						20						29						—						29						20
2018						20						29						—						29						20

1Deductions 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			—			120th dated as of 12/17/12 (Form 8-K filed December 20, 2012)
4.1.g			1-5611			4.1			—			121st dated as of 5/17/13 (Form 8-K filed May 17, 2013)
4.1.h			1-5611			4.1			—			122nd dated as of 8/9/13 (Form 8-K filed August 9, 2013)
4.1.i			1-5611			4.1			—			123rd dated as of 12/20/13 (Form 8-K filed December 27, 2013)

			Previously Filed
Exhibits			With File Number			As Exhibit Number						Description
4.1.j			1-5611			4.1			—			124th dated as of 8/18/2014 (Form 8-K filed August 18, 2014)
4.1.k			1-5611			4.1			—			125th dated as of 11/6/2015 (Form 8-K filed November 6, 2015)
4.1.l			1-5611			4.1			—			126th dated as of 11/23/2015 (Form 8-K filed November 25, 2015)
4.1.m			1-5611			4.1			—			127th dated as of 8/10/16 (Form 8-K filed August 10, 2016)
4.1.n			1-5611			4.1			—			128th dated as of 2/22/17 (Form 8-K filed February 22, 2017)
4.1.o			1-5611			4.1			—			129th dated as of 9/28/17 (Form 8-K filed September 28, 2017)
4.1.p			1-5611			4.1			—			130th dated as of 11/15/17 (Form 8-K filed November 15, 2017)
4.1.q			1-5611			4.1			—			131st dated as of 5/14/18 (Form 8‑K filed May 14, 2018)
4.1.r			1-5611			4.1			—			132nd dated as of 6/5/18 (Form 8‑K filed June 5, 2018)
4.1.s			1-5611			4.1			—			133rd dated as of 10/1/18 (Form 8-K filed October 1, 2018)
4.1.t			1-5611			4.1			—			134th dated as of 11/13/18 (Form 8-K filed November 13, 2018)
4.1.u			1-5611			4.1			—			135th dated as of 5/28/19 (Form 8-K filed May 28, 2019)
4.1.v			1-5611			4.1			—			136th dated as of 9/3/19 (Form 8-K filed September 3, 2019)
4.1.w			1-5611			4.1			—			137th dated as of 9/19/19 (Form 8-K filed September 19, 2019)
4.1.x			1-5611			4.3			—			138th dated as of 10/1/19 (Form 10-Q for the quarterly period ended September 30, 2019)
4.1.y			1-5611			4.1			—			139th dated as of 3/26/20 (Form 8-K filed March 26, 2020)
4.1.z			1-5611			4.1			—			140th dated as of 5/13/20 (Form 8-K filed May 13, 2020)
4.1.aa			1-5611			4.1			—			141st dated as of 5/20/20 (Form 8-K filed May 20, 2020)
4.1.bb			1-5611			4.1			—			142nd dated as of 10/7/20 (Form 8-K filed October 7, 2020)
4.1.cc			1-5611			4.1			—			143rd dated as of 12/14/20 (Form 8-K filed December 14, 2020)
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			—			29th dated as of 3/22/13 (Form 8-K filed March 22, 2013)
4.4.b1			1-9513			4.1			—			30th dated as of 2/27/14 (Form 8-K filed February 27, 2014)
4.4.c1			1-9513			4.2			—			31st dated as of 2/27/14 (Form 8-K filed February 27, 2014)
4.4.d1			1-9513			4.1			—			32nd dated as of 11/9/15 (Form 8-K filed November 9, 2015)
4.4.e1			1-9513			4.1			—			33rd dated as of 5/5/16 (Form 8-K filed May 5, 2016)
4.4.f1			1-9513			4.1			—			34th dated as of 11/3/16 (Form 8-K filed November 3, 2016)
4.4.g1			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)
4.5.e1			1-9513			4.1			—			9th dated as of 5/28/20 (Form 8-K filed May 28, 2020)
4.5.f1			1-9513			4.1			—			10th dated as of 11/25/20 (Form 8-K filed November 25, 2020)
4.61			1-9513			4.6			—			Description of CMS Energy Securities (Form 10-K for the fiscal year ended December 31, 2019)
4.7			1-5611			4.7			—			Description of Consumers Securities (Form 10-K for the fiscal year ended December 31, 2019)
10.12			1-9513			10.1			—			CMS Energy 2020 Performance Incentive Stock Plan, effective June 1, 2020 (Form 8-K filed May 5, 2020)
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			1-9513			10.6			—			Form of Officer Separation Agreement as of January 2020 (Form 10-K for the fiscal year ended December 31, 2019)
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)

			Previously Filed
Exhibits			With File Number			As Exhibit Number						Description
10.102			1-9513			10.2			—			CMS Incentive Compensation Plan for CMS Energy and Consumers Officers as amended, effective as of January 16, 2020 (Form 10-Q for the quarterly period ended March 31, 2020)
10.112			1-9513			10.1			—			2016 Form of Change in Control Agreement (Form 8-K filed June 23, 2016)
10.122			1-5611			10.12			—			Annual Employee Incentive Compensation Plan for Consumers as amended, effective as of December 1, 2019 (Form 10-K for the fiscal year ended December 31, 2019)
10.131,2			1-9513			10.3			—			Annual CMS Enterprises Employee Incentive Compensation Plan as amended, effective as of December 1, 2019 (Form 10-Q for the quarterly period ended March 31, 2020)
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)
10.14.a1			1-9513			10.2			—			Amendment No. 1, dated as of April 29, 2020, to $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 10-Q for the quarterly period ended June 30, 2020)
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)
10.16.b			1-5611			10.1			—			Description of the Second Extension to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8‑K filed November 19, 2020)
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

			Previously Filed
Exhibits			With File Number			As Exhibit Number						Description
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			333-249643			99.1			—			CMS Energy Stock Purchase Plan, as amended and restated October 23, 2020 (Form S-3ASR filed October 23, 2020)
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)

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

2Management 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.