What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-11 compared with 2020-02-06 · 105 added, 72 removed, 327 unchanged (35% of the section changed)

16 unchanged sentences

Based on such evaluation, CMS Energy’s management concluded that its internal control over financial reporting was effective as of December 31, 2020.

The effectiveness of CMS Energy’s internal control over financial reporting as of December 31, 2019 has been

audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under Item 8.

The effectiveness of CMS Energy’s internal control over financial reporting as of December 31, 2020 has

been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under Item 8.

Financial Statements and Supplementary Data.

50 unchanged sentences

Presented in the following table is information regarding CMS Energy’s equity compensation plans as of December 31, 2020:

Plan Category

Number of securities to

Plan Category Number of securities to

be issued upon exercise

of outstanding options,

warrants, and rights

Weighted-average

warrants, and rights Weighted-average

exercise price of

outstanding options,

warrants, and rights

Number of securities remaining

warrants, and rights Number of securities remaining

available for future issuance under

9 unchanged sentences

The proxy statement will be filed with the SEC, pursuant to Regulation 14A under the Exchange Act, within 120 days after the end of the fiscal year covered by this Form 10‑K, all of which information is hereby incorporated by reference in, and made part of, this Form 10‑K.

(This page was intentionally left blank)

Exhibits and Financial Statement Schedules

30 unchanged sentences

Interest income 1 1 2

Other income 1 1 —

Other expense ( 19 ) — ( 17 )

16 unchanged sentences

Investment in subsidiaries ( 657 ) ( 683 ) ( 363 )

Increase in notes receivable – intercompany ( 307 ) — —

Proceeds from DB SERP investments — — 22

16 unchanged sentences

Condensed Balance Sheets

December 31 2020 2019

Current Assets

Notes and accrued interest receivable

Notes and accrued interest receivable – intercompany $ 358 $ 2

Accounts receivable – intercompany and related parties 3 9

8 unchanged sentences

Total other non‑current assets 9,473 8,672

Total Assets $ 9,883 $ 8,702

LIABILITIES AND EQUITY

December 31 2020 2019

Current Liabilities

23 unchanged sentences

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.

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.

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.

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.

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.

2 unchanged sentences

• 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

• 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.

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.

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.

5 unchanged sentences

Years Ended December 31, 2020, 2019, and 2018

Balance at Beginning of Period

Charged to Expense

Charged to Other Accounts

Balance at End of Period

Description Balance at Beginning of Period Charged to Expense Charged to Other Accounts 2

Deductions Balance at End of Period

Allowance for uncollectible accounts 1

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 receivable 1

2020 $ 33 $ 60 $ 62 $ 32 $ 123

2019 24 38 — 29 33

2018 20 25 — 21 24

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

2 On 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

Balance at Beginning of Period

Charged to Expense

Charged to Other Accounts

Balance at End of Period

Description Balance at Beginning of Period Charged to Expense Charged to Other Accounts Deductions Balance at End of Period

Allowance for uncollectible accounts 1

2020 $ 20 $ 33 $ — $ 24 $ 29

2019 20 29 — 29 20

2018 20 29 — 29 20

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

9 unchanged sentences

Previously Filed

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)

Exhibits With File

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)

1-9513 3.2 — CMS Energy Bylaws, amended and restated effective February 8, 2016 (Form 8‑K filed February 8, 2016)

Restated Articles of Incorporation of Consumers effective June 7, 2000 (Form 10‑K for the fiscal year ended December 31, 2000)

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)

1-5611 3.2 — Consumers Bylaws, amended and restated as of January 24, 2013 (Form 8-K filed January 29, 2013)

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)

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 unchanged sentences

1-5611 4.1 — 116th dated as of 9/1/11 (Form 10-Q for the quarterly period ended September 30, 2011)

117th dated as of 5/8/12 (Form 8-K filed May 8, 2012)

119th dated as of 8/3/12 (Form 10-Q for the quarterly period ended September 30, 2012)

1-5611 4.1 — 120th dated as of 12/17/12 (Form 8-K filed December 20, 2012)

Previously Filed

1-5611 4.1 — 121st dated as of 5/17/13 (Form 8-K filed May 17, 2013)

1 unchanged sentence

1-5611 4.1 — 123rd dated as of 12/20/13 (Form 8-K filed December 27, 2013)

Previously Filed

Exhibits With File

1-5611 4.1 — 124th dated as of 8/18/2014 (Form 8-K filed August 18, 2014)

13 unchanged sentences

1-5611 4.3 — 138th dated as of 10/1/19 (Form 10-Q for the quarterly period ended September 30, 2019)

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)

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)

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:

1-5611 4.1 — 139th dated as of 3/26/20 (Form 8-K filed March 26, 2020)

1-5611 4.1 — 140th dated as of 5/13/20 (Form 8-K filed May 13, 2020)

1-5611 4.1 — 141st dated as of 5/20/20 (Form 8-K filed May 20, 2020)

1-5611 4.1 — 142nd dated as of 10/7/20 (Form 8-K filed October 7, 2020)

1-5611 4.1 — 143rd dated as of 12/14/20 (Form 8-K filed December 14, 2020)

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)

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)

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:

1-9513 4.1 — 29th dated as of 3/22/13 (Form 8-K filed March 22, 2013)

6 unchanged sentences

Previously Filed

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)

Exhibits With File

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:

5th dated as of 2/13/18 (Form 10‑K for the fiscal year ended December 31, 2017)

1-9513 4.5.a — 5th dated as of 2/13/18 (Form 10‑K for the fiscal year ended December 31, 2017)

1-9513 4.1 — 6th dated as of 3/8/18 (Form 8-K filed March 8, 2018)

1 unchanged sentence

1-9513 4.1 — 8th dated as of 2/20/19 (Form 8-K filed February 20, 2019)

Description of CMS Energy Securities

Description of Consumers Securities

CMS Energy Performance Incentive Stock Plan, effective March 12, 2018 (Form 8-K filed March 14, 2018)

1-9513 4.1 — 9th dated as of 5/28/20 (Form 8-K filed May 28, 2020)

1-9513 4.1 — 10th dated as of 11/25/20 (Form 8-K filed November 25, 2020)

1-9513 4.6 — Description of CMS Energy Securities (Form 10-K for the fiscal year ended December 31, 2019)

1-5611 4.7 — Description of Consumers Securities (Form 10-K for the fiscal year ended December 31, 2019)

1-9513 10.1 — CMS Energy 2020 Performance Incentive Stock Plan, effective June 1, 2020 (Form 8-K filed May 5, 2020)

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)

2 unchanged sentences

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)

Form of Officer Separation Agreement as of January 2020

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)

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)

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)

CMS Incentive Compensation Plan for CMS Energy and Consumers Officers as amended, effective as of January 16, 2020

2016 Form of Change in Control Agreement (Form 8-K filed June 23, 2016)

Annual Employee Incentive Compensation Plan for Consumers as amended, effective as of December 1, 2019

1-9513 10.6 — Form of Officer Separation Agreement as of January 2020 (Form 10-K for the fiscal year ended December 31, 2019)

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)

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)

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

Annual CMS Enterprises Employee Incentive Compensation for CMS Enterprises as amended, effective as of December 1, 2019

Exhibits With File

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)

1-9513 10.1 — 2016 Form of Change in Control Agreement (Form 8-K filed June 23, 2016)

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)

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)

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)

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)

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)

1 unchanged sentence

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)

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, 20 20 )

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)

3 unchanged sentences

— Consent of PricewaterhouseCoopers LLP for Consumers

Previously Filed

Exhibits With File

— CMS Energy’s certification of the CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

5 unchanged sentences

333-249643 99.1 — CMS Energy Stock Purchase Plan, as amended and restated October 23, 2020 (Form S-3ASR filed October 23, 2020)

Previously Filed

— Inline XBRL Instance Document

10 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, CMS Energy Corporation has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ Patricia K.

/s/ Garrick J.

President and Chief Executive Officer

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of CMS Energy Corporation and in the capacities indicated and on February 11, 2021.

/s/ Patricia K.

/s/ Garrick J.

Rochow /s/ Kurt L.

Rochow Kurt L.

Darrow, Director

President and Chief Executive Officer, and Director

/s/ Stephen E.

(Principal Executive Officer)

Ewing, Director

/s/ William D.

President, Chief Executive Officer, and Director

(Principal Executive Officer) /s/ William D.

Harvey, Director

Executive Vice President and Chief Financial Officer

Hayes /s/ John G.

Hayes John G.

Russell, Director

(Principal Financial Officer)

Executive Vice President and Chief Financial Officer

/s/ Suzanne F.

(Principal Financial Officer) Suzanne F.

Shank, Director

Vice President, Controller, and Chief Accounting Officer

Barba Myrna M.

Soto, Director

Vice President, Controller, and Chief Accounting Officer /s/ John G.

Sznewajs, Director

/s/ Ronald J.

Barfield, Director

Tanski, Director

Barfield /s/ Laura H.

Barfield, Director Laura H.

Wright, Director

/s/ Deborah H.

Butler, Director

Wright, Director

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Consumers Energy Company has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ Patricia K.

/s/ Garrick J.

President and Chief Executive Officer

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of Consumers Energy Company and in the capacities indicated and on February 11, 2021.

/s/ Patricia K.

/s/ Garrick J.

Rochow /s/ Kurt L.

Rochow Kurt L.

Darrow, Director

President and Chief Executive Officer, and Director

/s/ Stephen E.

(Principal Executive Officer)

Ewing, Director

/s/ William D.

President, Chief Executive Officer, and Director

(Principal Executive Officer) /s/ William D.

Harvey, Director

Executive Vice President and Chief Financial Officer

Hayes /s/ John G.

Hayes John G.

Russell, Director

(Principal Financial Officer)

Executive Vice President and Chief Financial Officer

/s/ Suzanne F.

(Principal Financial Officer) Suzanne F.

Shank, Director

Vice President, Controller, and Chief Accounting Officer

Barba Myrna M.

Soto, Director

Vice President, Controller, and Chief Accounting Officer /s/ John G.

Sznewajs, Director

/s/ Ronald J.

Barfield, Director

Tanski, Director

Barfield /s/ Laura H.

Barfield, Director Laura H.

Wright, Director

/s/ Deborah H.

Butler, Director

Wright, Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures