CMS ENERGY CORP 10-K

Item 8. Financial Statements and Supplementary Data Index to Financial Statements CMS Energy Consolidated Financial Statements 92 Consolidated Statements of Income 92 Consolidated Statements of Comprehensive Income 93 Consolidated Statements of Cash Flows 94 Consolidated Balance Sheets 96 Consolidated Statements of Changes in Equity 98 Consumers Consolidated Financial Statements 100 Consolidated Statements of Income 100 Consolidated Statements of Comprehensive Income 101 Consolidated Statements of Cash Flows 102 Consolidated Balance Sheets 104 Consolidated Statements of Changes in Equity 106 Notes to the Consolidated Financial Statements 107 1: Significant Accounting Policies 107 2: New Accounting Standards 110 3: Regulatory Matters 111 4: Contingencies and Commitments 117 5: Financings and Capitalization 124 6: Fair Value Measurements 131 7: Financial Instruments 134 8: Notes Receivable 135 9: Plant, Property, and Equipment 138 10: Leases and Palisades Financing 142 11: Asset Retirement Obligations 147 12: Retirement Benefits 149 13: Stock-Based Compensation 159 14: Income Taxes 163 15: Earnings Per Share—CMS Energy 167 16: Revenue 168 17: Other Income and Other Expense 172 18: Cash and Cash Equivalents 172 19: Reportable Segments 173 20: Related-Party Transactions—Consumers 177 21: Variable Interest Entities 178 22: Asset Sale and Exit Activities 180 23: Quarterly Financial and Common Stock Information (Unaudited) 181 Reports of Independent Registered Public Accounting Firm 182 CMS Energy 182 Consumers 186 91 Table of Contents CMS Energy Corporation Consolidated Statements of Income In Millions, Except Per Share Amounts Years Ended December 31 2020 2019 2018 Operating Revenue $ 6,680 $ 6,845 $ 6,873 Operating Expenses Fuel for electric generation 375 493 528 Purchased and interchange power 1,492 1,496 1,613 Purchased power – related parties 64 75 81 Cost of gas sold 577 769 836 Maintenance and other operating expenses 1,403 1,448 1,417 Depreciation and amortization 1,048 992 933 General taxes 359 333 303 Total operating expenses 5,318 5,606 5,711 Operating Income 1,362 1,239 1,162 Other Income (Expense) Interest income 4 7 11 Interest income – related parties 7 — — Allowance for equity funds used during construction 6 10 6 Income from equity method investees 5 10 9 Nonoperating retirement benefits, net 118 91 90 Other income 6 4 2 Other expense ( 62 ) ( 13 ) ( 48 ) Total other income 84 109 70 Interest Charges Interest on long-term debt 483 439 412 Interest expense – related parties 12 9 — Other interest expense 68 75 49 Allowance for borrowed funds used during construction ( 2 ) ( 4 ) ( 3 ) Total interest charges 561 519 458 Income Before Income Taxes 885 829 774 Income Tax Expense 133 147 115 Net Income 752 682 659 Income (Loss) Attributable to Noncontrolling Interests ( 3 ) 2 2 Net Income Available to Common Stockholders $ 755 $ 680 $ 657 Basic Earnings Per Average Common Share $ 2.65 $ 2.40 $ 2.33 Diluted Earnings Per Average Common Share 2.64 2.39 2.32 The accompanying notes are an integral part of these statements. 92 Table of Contents CMS Energy Corporation Consolidated Statements of Comprehensive Income In Millions Years Ended December 31 2020 2019 2018 Net Income $ 752 $ 682 $ 659 Retirement Benefits Liability Net loss arising during the period, net of tax of $( 4 ), $( 3 ), and $( 1 ) ( 15 ) ( 7 ) ( 4 ) Settlement arising during the period, net of tax of $ — for all periods 1 — — Prior service credit adjustment, net of tax of $ — for all periods ( 1 ) — ( 1 ) Amortization of net actuarial loss, net of tax of $ 1 for all periods 5 3 4 Amortization of prior service credit, net of tax of $ — , $ — , and $( 1 ) ( 1 ) ( 2 ) ( 1 ) Derivatives Unrealized loss on derivative instruments, net of tax of $( 2 ), $( 1 ), and $ — ( 4 ) ( 3 ) ( 2 ) Reclassification adjustments included in net income, net of tax of $ — for all periods 2 1 — Other Comprehensive Loss ( 13 ) ( 8 ) ( 4 ) Comprehensive Income 739 674 655 Comprehensive Income (Loss) Attributable to Noncontrolling Interests ( 3 ) 2 2 Comprehensive Income Attributable to CMS Energy $ 742 $ 672 $ 653 The accompanying notes are an integral part of these statements. 93 Table of Contents CMS Energy Corporation Consolidated Statements of Cash Flows In Millions Years Ended December 31 2020 2019 2018 Cash Flows from Operating Activities Net income $ 752 $ 682 $ 659 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 1,048 992 933 Deferred income taxes and investment tax credits 170 150 182 Bad debt expense 90 67 54 Other non‑cash operating activities and reconciling adjustments ( 22 ) ( 58 ) 22 Postretirement benefits contributions ( 712 ) ( 10 ) ( 252 ) Cash provided by (used in) changes in assets and liabilities Accounts and notes receivable and accrued revenue ( 12 ) 45 15 Inventories 28 44 14 Accounts payable and accrued rate refunds 54 ( 69 ) 22 Other current and non‑current assets and liabilities ( 120 ) ( 53 ) 54 Net cash provided by operating activities 1,276 1,790 1,703 Cash Flows from Investing Activities Capital expenditures (excludes assets placed under finance lease) ( 2,317 ) ( 2,104 ) ( 2,074 ) Increase in EnerBank notes receivable ( 657 ) ( 401 ) ( 307 ) Purchase of notes receivable by EnerBank ( 17 ) ( 343 ) ( 225 ) Proceeds from DB SERP investments — — 146 Proceeds from sale of EnerBank notes receivable 197 67 — Proceeds from sale of transmission equipment 58 97 — Cost to retire property and other investing activities ( 131 ) ( 132 ) ( 146 ) Net cash used in investing activities ( 2,867 ) ( 2,816 ) ( 2,606 ) Cash Flows from Financing Activities Proceeds from issuance of debt 3,179 2,151 2,767 Retirement of debt ( 2,010 ) ( 1,285 ) ( 1,870 ) Increase in EnerBank certificates of deposit 416 631 513 Decrease in notes payable ( 90 ) ( 7 ) ( 73 ) Issuance of common stock, net of issuance costs 253 12 41 Payment of dividends on common and preferred stock ( 467 ) ( 436 ) ( 407 ) Debt prepayment costs ( 59 ) ( 8 ) ( 36 ) Proceeds from the sale of membership interest in VIE to tax equity investor 417 — — Contribution from noncontrolling interest 31 — — Other financing costs ( 51 ) ( 50 ) ( 61 ) Net cash provided by financing activities 1,619 1,008 874 Net Increase (Decrease) in Cash and Cash Equivalents, Including Restricted Amounts 28 ( 18 ) ( 29 ) Cash and Cash Equivalents, Including Restricted Amounts, Beginning of Period 157 175 204 Cash and Cash Equivalents, Including Restricted Amounts, End of Period $ 185 $ 157 $ 175 94 Table of Contents In Millions Years Ended December 31 2020 2019 2018 Other Cash Flow Activities and Non‑cash Investing and Financing Activities Cash transactions Interest paid (net of amounts capitalized) $ 549 $ 498 $ 458 Income taxes paid (refunds received), net ( 58 ) ( 58 ) ( 123 ) Non‑cash transactions Capital expenditures not paid 141 170 158 The accompanying notes are an integral part of these statements. 95 Table of Contents CMS Energy Corporation Consolidated Balance Sheets ASSETS In Millions December 31 2020 2019 Current Assets Cash and cash equivalents $ 168 $ 140 Restricted cash and cash equivalents 17 17 Accounts receivable and accrued revenue, less allowance of $ 29 in 2020 and $ 20 in 2019 863 886 Notes receivable, less allowance of $ 32 in 2020 and $ 33 in 2019 275 242 Accounts receivable – related parties 19 17 Inventories at average cost Gas in underground storage 353 399 Materials and supplies 155 140 Generating plant fuel stock 68 66 Deferred property taxes 332 305 Regulatory assets 42 33 Prepayments and other current assets 112 86 Total current assets 2,404 2,331 Plant, Property, and Equipment Plant, property, and equipment, gross 27,907 25,390 Less accumulated depreciation and amortization 7,953 7,360 Plant, property, and equipment, net 19,954 18,030 Construction work in progress 1,085 896 Total plant, property, and equipment 21,039 18,926 Other Non‑current Assets Regulatory assets 2,653 2,489 Accounts and notes receivable, less allowance of $ 91 in 2020 and $ — in 2019 2,631 2,281 Investments 70 71 Other 869 739 Total other non‑current assets 6,223 5,580 Total Assets $ 29,666 $ 26,837 96 Table of Contents LIABILITIES AND EQUITY In Millions December 31 2020 2019 Current Liabilities Current portion of long-term debt, finance leases, and other financing $ 1,506 $ 1,130 Notes payable — 90 Accounts payable 671 622 Accounts payable – related parties 7 13 Accrued rate refunds 20 35 Accrued interest 106 104 Accrued taxes 457 437 Regulatory liabilities 151 87 Other current liabilities 156 186 Total current liabilities 3,074 2,704 Non‑current Liabilities Long-term debt 13,634 11,951 Non-current portion of finance leases and other financing 56 76 Regulatory liabilities 3,744 3,742 Postretirement benefits 152 674 Asset retirement obligations 553 477 Deferred investment tax credit 115 120 Deferred income taxes 1,863 1,655 Other non‑current liabilities 398 383 Total non‑current liabilities 20,515 19,078 Commitments and Contingencies (Notes 3 and 4) Equity Common stockholders’ equity Common stock, authorized 350.0 shares; outstanding 288.9 shares in 2020 and 283.9 shares in 2019 3 3 Other paid-in capital 5,365 5,113 Accumulated other comprehensive loss ( 86 ) ( 73 ) Retained earnings (accumulated deficit) 214 ( 25 ) Total common stockholders’ equity 5,496 5,018 Noncontrolling interests 581 37 Total equity 6,077 5,055 Total Liabilities and Equity $ 29,666 $ 26,837 The accompanying notes are an integral part of these statements. 97 Table of Contents CMS Energy Corporation Consolidated Statements of Changes in Equity In Millions, Except Number of Shares in Thousands and Per Share Amounts Number of Shares Years Ended December 31 2020 2019 2018 2020 2019 2018 Total Equity at Beginning of Period $ 5,055 $ 4,792 $ 4,478 Common Stock At beginning and end of period 3 3 3 Other Paid-in Capital At beginning of period 283,864 283,374 281,647 5,113 5,088 5,019 Common stock issued 5,609 710 1,554 265 35 59 Common stock repurchased ( 216 ) ( 181 ) ( 224 ) ( 13 ) ( 10 ) ( 10 ) Common stock reissued 12 8 423 1 — 20 Common stock reacquired ( 329 ) ( 47 ) ( 26 ) ( 1 ) — — At end of period 288,940 283,864 283,374 5,365 5,113 5,088 Accumulated Other Comprehensive Loss At beginning of period ( 73 ) ( 65 ) ( 50 ) Retirement benefits liability At beginning of period ( 69 ) ( 63 ) ( 50 ) Cumulative effect of change in accounting principle — — ( 11 ) Net loss arising during the period ( 15 ) ( 7 ) ( 4 ) Settlement arising during the period 1 — — Prior service credit adjustment ( 1 ) — ( 1 ) Amortization of net actuarial loss 5 3 4 Amortization of prior service credit ( 1 ) ( 2 ) ( 1 ) At end of period ( 80 ) ( 69 ) ( 63 ) Derivative instruments At beginning of period ( 4 ) ( 2 ) — Unrealized loss on derivative instruments ( 4 ) ( 3 ) ( 2 ) Reclassification adjustments included in net income 2 1 — At end of period ( 6 ) ( 4 ) ( 2 ) At end of period ( 86 ) ( 73 ) ( 65 ) 98 Table of Contents In Millions, Except Number of Shares in Thousands and Per Share Amounts Number of Shares Years Ended December 31 2020 2019 2018 2020 2019 2018 Retained Earnings (Accumulated Deficit) At beginning of period ( 25 ) ( 271 ) ( 531 ) Cumulative effect of change in accounting principle ( 51 ) — 8 Net income attributable to CMS Energy 755 680 657 Dividends declared on common stock ( 465 ) ( 434 ) ( 405 ) At end of period 214 ( 25 ) ( 271 ) Noncontrolling Interests At beginning of period 37 37 37 Impact of purchase and consolidation of VIE 101 — — Sale of membership interest in VIE to tax equity investor 417 — — Contribution from noncontrolling interest 31 — — Income (loss) attributable to noncontrolling interests ( 3 ) 2 2 Distributions and other changes in noncontrolling interests ( 2 ) ( 2 ) ( 2 ) At end of period 581 37 37 Total Equity at End of Period $ 6,077 $ 5,055 $ 4,792 Dividends declared per common share $ 1.63 $ 1.53 $ 1.43 The accompanying notes are an integral part of these statements. 99 Table of Contents Consumers Energy Company Consolidated Statements of Income In Millions Years Ended December 31 2020 2019 2018 Operating Revenue $ 6,189 $ 6,376 $ 6,464 Operating Expenses Fuel for electric generation 286 375 407 Purchased and interchange power 1,454 1,470 1,587 Purchased power – related parties 64 75 83 Cost of gas sold 568 754 819 Maintenance and other operating expenses 1,224 1,275 1,287 Depreciation and amortization 1,023 975 921 General taxes 349 322 295 Total operating expenses 4,968 5,246 5,399 Operating Income 1,221 1,130 1,065 Other Income (Expense) Interest income 3 5 8 Interest and dividend income – related parties 5 5 2 Allowance for equity funds used during construction 6 10 6 Nonoperating retirement benefits, net 112 85 83 Other income 5 3 2 Other expense ( 43 ) ( 13 ) ( 30 ) Total other income 88 95 71 Interest Charges Interest on long-term debt 299 277 276 Interest expense – related parties 12 9 — Other interest expense 11 15 16 Allowance for borrowed funds used during construction ( 2 ) ( 4 ) ( 3 ) Total interest charges 320 297 289 Income Before Income Taxes 989 928 847 Income Tax Expense 173 185 142 Net Income 816 743 705 Preferred Stock Dividends 2 2 2 Net Income Available to Common Stockholder $ 814 $ 741 $ 703 The accompanying notes are an integral part of these statements. 100 Table of Contents Consumers Energy Company Consolidated Statements of Comprehensive Income In Millions Years Ended December 31 2020 2019 2018 Net Income $ 816 $ 743 $ 705 Retirement Benefits Liability Net gain (loss) arising during the period, net of tax of $( 3 ), $( 3 ), and $ 2 ( 9 ) ( 8 ) 6 Amortization of net actuarial loss, net of tax of $ 1 , $ — , and $ — 1 1 2 Investments Unrealized loss on investments, net of tax of $ — for all periods — — ( 1 ) Reclassification adjustments included in net income, net of tax of $ — for all periods — — 1 Other Comprehensive Income (Loss) ( 8 ) ( 7 ) 8 Comprehensive Income $ 808 $ 736 $ 713 The accompanying notes are an integral part of these statements. 101 Table of Contents Consumers Energy Company Consolidated Statements of Cash Flows In Millions Years Ended December 31 2020 2019 2018 Cash Flows from Operating Activities Net income $ 816 $ 743 $ 705 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 1,023 975 921 Deferred income taxes and investment tax credits 177 37 123 Bad debt expense 33 29 29 Other non‑cash operating activities and reconciling adjustments ( 30 ) ( 32 ) 13 Postretirement benefits contributions ( 690 ) ( 7 ) ( 242 ) Cash provided by (used in) changes in assets and liabilities Accounts and notes receivable and accrued revenue ( 46 ) 8 ( 26 ) Inventories 26 40 15 Accounts payable and accrued rate refunds 45 ( 63 ) 12 Other current and non-current assets and liabilities ( 136 ) ( 129 ) ( 101 ) Net cash provided by operating activities 1,218 1,601 1,449 Cash Flows from Investing Activities Capital expenditures (excludes assets placed under finance lease) ( 2,170 ) ( 2,085 ) ( 1,822 ) Proceeds from DB SERP investments — — 106 DB SERP investment in note receivable – related party ( 5 ) — ( 106 ) Proceeds from sale of transmission equipment 58 77 — Cost to retire property and other investing activities ( 129 ) ( 129 ) ( 149 ) Net cash used in investing activities ( 2,246 ) ( 2,137 ) ( 1,971 ) Cash Flows from Financing Activities Proceeds from issuance of debt 1,954 993 2,106 Retirement of debt ( 1,086 ) ( 541 ) ( 1,193 ) Decrease in notes payable ( 90 ) ( 7 ) ( 73 ) Increase in notes payable – related parties 307 — — Stockholder contribution 650 675 250 Payment of dividends on common and preferred stock ( 639 ) ( 594 ) ( 533 ) Debt prepayment costs ( 43 ) ( 8 ) ( 20 ) Other financing costs ( 18 ) ( 10 ) ( 24 ) Net cash provided by financing activities 1,035 508 513 Net Increase (Decrease) in Cash and Cash Equivalents, Including Restricted Amounts 7 ( 28 ) ( 9 ) Cash and Cash Equivalents, Including Restricted Amounts, Beginning of Period 28 56 65 Cash and Cash Equivalents, Including Restricted Amounts, End of Period $ 35 $ 28 $ 56 102 Table of Contents In Millions Years Ended December 31 2020 2019 2018 Other Cash Flow Activities and Non‑cash Investing and Financing Activities Cash transactions Interest paid (net of amounts capitalized) $ 305 $ 279 $ 287 Income taxes paid 51 132 156 Non‑cash transactions Capital expenditures not paid 130 160 143 The accompanying notes are an integral part of these statements. 103 Table of Contents Consumers Energy Company Consolidated Balance Sheets ASSETS In Millions December 31 2020 2019 Current Assets Cash and cash equivalents $ 20 $ 11 Restricted cash and cash equivalents 15 17 Accounts receivable and accrued revenue, less allowance of $ 29 in 2020 and $ 20 in 2019 828 827 Accounts and notes receivable – related parties 18 9 Inventories at average cost Gas in underground storage 353 399 Materials and supplies 149 135 Generating plant fuel stock 67 63 Deferred property taxes 332 305 Regulatory assets 42 33 Prepayments and other current assets 68 73 Total current assets 1,892 1,872 Plant, Property, and Equipment Plant, property, and equipment, gross 26,757 24,963 Less accumulated depreciation and amortization 7,844 7,272 Plant, property, and equipment, net 18,913 17,691 Construction work in progress 1,058 879 Total plant, property, and equipment 19,971 18,570 Other Non-current Assets Regulatory assets 2,653 2,489 Accounts receivable 25 29 Accounts and notes receivable – related parties 105 102 Other 753 637 Total other non-current assets 3,536 3,257 Total Assets $ 25,399 $ 23,699 104 Table of Contents LIABILITIES AND EQUITY In Millions December 31 2020 2019 Current Liabilities Current portion of long-term debt, finance leases, and other financing $ 384 $ 221 Notes payable — 90 Notes payable – related parties 307 — Accounts payable 636 593 Accounts payable – related parties 7 20 Accrued rate refunds 20 35 Accrued interest 72 67 Accrued taxes 458 481 Regulatory liabilities 151 87 Other current liabilities 104 118 Total current liabilities 2,139 1,712 Non-current Liabilities Long-term debt 7,742 7,048 Non-current portion of finance leases and other financing 56 76 Regulatory liabilities 3,744 3,742 Postretirement benefits 112 622 Asset retirement obligations 530 474 Deferred investment tax credit 115 120 Deferred income taxes 2,094 1,864 Other non-current liabilities 311 304 Total non-current liabilities 14,704 14,250 Commitments and Contingencies (Notes 3 and 4) Equity Common stockholder’s equity Common stock, authorized 125.0 shares; outstanding 84.1 shares in both periods 841 841 Other paid-in capital 6,024 5,374 Accumulated other comprehensive loss ( 36 ) ( 28 ) Retained earnings 1,690 1,513 Total common stockholder’s equity 8,519 7,700 Cumulative preferred stock, $4.50 series 37 37 Total equity 8,556 7,737 Total Liabilities and Equity $ 25,399 $ 23,699 The accompanying notes are an integral part of these statements. 105 Table of Contents Consumers Energy Company Consolidated Statements of Changes in Equity In Millions Years Ended December 31 2020 2019 2018 Total Equity at Beginning of Period $ 7,737 $ 6,920 $ 6,488 Common Stock At beginning and end of period 841 841 841 Other Paid-in Capital At beginning of period 5,374 4,699 4,449 Stockholder contribution 650 675 250 At end of period 6,024 5,374 4,699 Accumulated Other Comprehensive Loss At beginning of period ( 28 ) ( 21 ) ( 12 ) Retirement benefits liability At beginning of period ( 28 ) ( 21 ) ( 24 ) Cumulative effect of change in accounting principle — — ( 5 ) Net gain (loss) arising during the period ( 9 ) ( 8 ) 6 Amortization of net actuarial loss 1 1 2 At end of period ( 36 ) ( 28 ) ( 21 ) Investments At beginning of period — — 12 Cumulative effect of change in accounting principle — — ( 12 ) Unrealized loss on investments — — ( 1 ) Reclassification adjustments included in net income — — 1 At end of period — — — At end of period ( 36 ) ( 28 ) ( 21 ) Retained Earnings At beginning of period 1,513 1,364 1,173 Cumulative effect of change in accounting principle — — 19 Net income 816 743 705 Dividends declared on common stock ( 637 ) ( 592 ) ( 531 ) Dividends declared on preferred stock ( 2 ) ( 2 ) ( 2 ) At end of period 1,690 1,513 1,364 Cumulative Preferred Stock At beginning and end of period 37 37 37 Total Equity at End of Period $ 8,556 $ 7,737 $ 6,920 The accompanying notes are an integral part of these statements. 106 Table of Contents CMS Energy Corporation Consumers Energy Company Notes to the Consolidated Financial Statements 1: Significant Accounting Policies Principles of Consolidation: CMS Energy and Consumers prepare their consolidated financial statements in conformity with GAAP. CMS Energy’s consolidated financial statements comprise CMS Energy, Consumers, CMS Enterprises, EnerBank, and all other entities in which CMS Energy has a controlling financial interest or is the primary beneficiary. Consumers’ consolidated financial statements comprise Consumers and all other entities in which it has a controlling financial interest or is the primary beneficiary. CMS Energy uses the equity method of accounting for investments in companies and partnerships that are not consolidated, where they have significant influence over operations and financial policies but are not the primary beneficiary. CMS Energy and Consumers eliminate intercompany transactions and balances. Use of Estimates: CMS Energy and Consumers are required to make estimates using assumptions that may affect reported amounts and disclosures. Actual results could differ from those estimates. Contingencies: CMS Energy and Consumers record estimated liabilities for contingencies on their consolidated financial statements when it is probable that a liability has been incurred and when the amount of loss can be reasonably estimated. For environmental remediation projects in which the timing of estimated expenditures is considered reliably determinable, CMS Energy and Consumers record the liability at its net present value, using a discount rate equal to the interest rate on monetary assets that are essentially risk-free and have maturities comparable to that of the environmental liability. CMS Energy and Consumers expense legal fees as incurred; fees incurred but not yet billed are accrued based on estimates of work performed. Debt Issuance Costs, Discounts, Premiums, and Refinancing Costs: Upon the issuance of long-term debt, CMS Energy and Consumers defer issuance costs, discounts, and premiums and amortize those amounts over the terms of the associated debt. Debt issuance costs are presented as a direct deduction from the carrying amount of long-term debt on the balance sheet. Upon the refinancing of long-term debt, Consumers, as a regulated entity, defers any remaining unamortized issuance costs, discounts, and premiums associated with the refinanced debt and amortizes those amounts over the term of the newly issued debt. For the non‑regulated portions of CMS Energy’s business, any remaining unamortized issuance costs, discounts, and premiums associated with extinguished debt are charged to earnings. Derivative Instruments: In order to support ongoing operations, CMS Energy and Consumers enter into contracts for the future purchase and sale of various commodities, such as electricity, natural gas, and coal. These forward contracts are generally long-term in nature and result in physical delivery of the commodity at a contracted price. Most of these contracts are not subject to derivative accounting for one or more of the following reasons: • they do not have a notional amount (that is, a number of units specified in a derivative instrument, such as MWh of electricity or bcf of natural gas) • they qualify for the normal purchases and sales exception • they cannot be net settled due in part to the absence of an active market for the commodity 107 Table of Contents Consumers also uses FTRs to manage price risk related to electricity transmission congestion. An FTR is a financial instrument that entitles its holder to receive compensation or requires its holder to remit payment for congestion-related transmission charges. Consumers accounts for FTRs as derivatives. Additionally, CMS Energy uses interest rate swaps to manage its interest rate risk on certain long-term debt and notes receivable transactions. CMS Energy and Consumers record derivative contracts that do not qualify for the normal purchases and sales exception at fair value on their consolidated balance sheets. At CMS Energy, if the derivative is accounted for as a cash flow hedge, unrealized gains and losses from changes in the fair value of the derivative are recognized in AOCI and subsequently recognized in earnings when the hedged transactions impact earnings. If the derivative is accounted for as a fair value hedge, changes in the fair value of the derivative and changes in the fair value of the hedged item due to the hedged risk are recognized in earnings. For the FTRs at Consumers, changes in fair value are deferred as regulatory assets or liabilities. For details regarding CMS Energy’s and Consumers’ derivative instruments recorded at fair value, see Note 6, Fair Value Measurements. EPS: CMS Energy calculates basic and diluted EPS using the weighted-average number of shares of common stock and dilutive potential common stock outstanding during the period. Potential common stock, for purposes of determining diluted EPS, includes the effects of nonvested stock awards and forward equity sales. CMS Energy computes the effect on potential common stock using the treasury stock method. Diluted EPS excludes the impact of antidilutive securities, which are those securities resulting in an increase in EPS or a decrease in loss per share. For EPS computations, see Note 15, Earnings Per Share—CMS Energy. Impairment of Long-Lived Assets and Equity Method Investments: CMS Energy and Consumers perform tests of impairment if certain triggering events occur or if there has been a decline in value that may be other than temporary. CMS Energy and Consumers evaluate long-lived assets held in use for impairment by calculating the undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. If the undiscounted future cash flows are less than the carrying amount, CMS Energy and Consumers recognize an impairment loss equal to the amount by which the carrying amount exceeds the fair value. CMS Energy and Consumers estimate the fair value of the asset using quoted market prices, market prices of similar assets, or discounted future cash flow analyses. CMS Energy also assesses equity method investments for impairment whenever there has been a decline in value that is other than temporary. This assessment requires CMS Energy to determine the fair value of the equity method investment. CMS Energy determines fair value using valuation methodologies, including discounted cash flows, and assesses the ability of the investee to sustain an earnings capacity that justifies the carrying amount of the investment. CMS Energy records an impairment if the fair value is less than the carrying amount and the decline in value is considered to be other than temporary. Investment Tax Credits: Consumers amortizes its investment tax credits over the life of the related property in accordance with regulatory treatment. CMS Energy’s non‑regulated businesses use the deferral method of accounting for investment tax credits. Under the deferral method, the book basis of the associated assets is reduced by the amount of the credit, resulting in lower depreciation expense over the life of the assets. Furthermore, the tax basis of the assets is reduced by 50 percent of the related credit, resulting in a net deferred tax asset. CMS Energy recognizes the tax benefit of this basis difference as a reduction to income tax expense in the year in which the plant reaches commercial operation. 108 Table of Contents Inventory: CMS Energy and Consumers use the weighted-average cost method for valuing working gas, recoverable base gas in underground storage facilities, and materials and supplies inventory. CMS Energy and Consumers also use this method for valuing coal inventory, and they classify these amounts as generating plant fuel stock on their consolidated balance sheets. CMS Energy and Consumers account for RECs and emission allowances as inventory and use the weighted-average cost method to remove amounts from inventory. RECs and emission allowances are used to satisfy compliance obligations related to the generation of power. CMS Energy and Consumers classify these amounts within other assets on their consolidated balance sheets. CMS Energy and Consumers evaluate inventory for impairment as required to ensure that its carrying value does not exceed the lower of cost or net realizable value. MISO Transactions: MISO requires the submission of hourly day-ahead and real-time bids and offers for energy at locations across the MISO region. CMS Energy and Consumers account for MISO transactions on a net hourly basis in each of the real-time and day-ahead markets, netted across all MISO energy market locations. CMS Energy and Consumers record net hourly purchases in purchased and interchange power and net hourly sales in operating revenue on their consolidated statements of income. They record net billing adjustments upon receipt of settlement statements, record accruals for future net purchases and sales adjustments based on historical experience, and reconcile accruals to actual expenses and sales upon receipt of settlement statements. Property Taxes: Property taxes are based on the taxable value of Consumers’ real and personal property assessed by local taxing authorities. Consumers records property tax expense over the fiscal year of the taxing authority for which the taxes are levied. The deferred property tax balance represents the amount of Consumers’ accrued property tax that will be recognized over future governmental fiscal periods. Renewable Energy Grant: In 2013, Consumers received a renewable energy cash grant for Lake Winds ® Energy Park under Section 1603 of the American Recovery and Reinvestment Tax Act of 2009. Upon receipt of the grant, Consumers recorded a regulatory liability, which Consumers is amortizing over the life of Lake Winds ® Energy Park. Consumers presents the amortization as a reduction to maintenance and other operating expenses on its consolidated statements of income. Consumers recorded the deferred income taxes related to the grant as a reduction of the book basis of Lake Winds ® Energy Park. Other: For additional accounting policies, see: • Note 8, Notes Receivable • Note 9, Plant, Property, and Equipment • Note 11, Asset Retirement Obligations • Note 12, Retirement Benefits • Note 14, Income Taxes • Note 15, Earnings Per Share—CMS Energy • Note 16, Revenue • Note 18, Cash and Cash Equivalents • Note 21, Variable Interest Entities 109 Table of Contents 2: New Accounting Standards Implementation of New Accounting Standards ASU 2016‑13, Measurement of Credit Losses on Financial Instruments: This standard, which was effective on January 1, 2020 for CMS Energy and Consumers, provides new guidance for measuring and recognizing credit losses on financial instruments. The standard applies to financial assets that are not measured at fair value through net income as well as to certain off‑balance-sheet credit exposures. CMS Energy and Consumers were required to apply the standard using a modified retrospective approach, under which the initial impacts of the standard are recorded through a cumulative-effect adjustment to beginning retained earnings on the effective date. The standard required an increase to the allowance for loan losses at EnerBank. Prior to the standard, the allowance reflected expected credit losses over a 12‑month period, but the new guidance requires the allowance to reflect expected credit losses over the entire life of the loans. As a result, CMS Energy recorded a $ 65 million increase to its expected credit loss reserves on January 1, 2020, with the offsetting adjustment recorded to retained earnings, net of taxes of $ 14 million. The standard also requires an increase in the initial provision for loan losses recognized in net income for new loans originated in 2020 and beyond. The adoption of this standard resulted in a $ 21 million reduction to CMS Energy’s income before income taxes for the year ended December 31, 2020. For further information on EnerBank’s loans and the related allowance for loan losses see Note 8, Notes Receivable. At Consumers, the standard applies to the allowance for uncollectible accounts, but did not result in any significant changes to the allowance methodology and did not have a material impact on Consumers’ consolidated financial statements. ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting: This standard, which was effective as of March 12, 2020 for CMS Energy and Consumers, provides optional guidance intended to ease the potential burden in accounting for the expected discontinuation of LIBOR as a reference rate in the financial markets. The guidance can be applied to modifications made to certain contracts to replace LIBOR with a new reference rate. The guidance, if elected, will permit entities to treat such modifications as the continuation of the original contract, without any required accounting reassessments or remeasurements. The guidance will also facilitate the continuation of hedge accounting for derivatives that may have to be modified to incorporate a new rate. The guidance is effective through December 31, 2022. CMS Energy and Consumers presently have various contracts that reference LIBOR and they are assessing how this standard may be applied to specific contract modifications. 110 Table of Contents 3: Regulatory Matters Regulatory matters are critical to Consumers. The Michigan Attorney General, ABATE, the MPSC Staff, and certain other parties typically participate in MPSC proceedings concerning Consumers, such as Consumers’ rate cases and PSCR and GCR processes. These parties often challenge various aspects of those proceedings, including the prudence of Consumers’ policies and practices, and seek cost disallowances and other relief. The parties also have appealed significant MPSC orders. Depending upon the specific issues, the outcomes of rate cases and proceedings, including judicial proceedings challenging MPSC orders or other actions, could negatively affect CMS Energy’s and Consumers’ liquidity, financial condition, and results of operations. Consumers cannot predict the outcome of these proceedings. There are multiple appeals pending that involve various issues concerning cost recovery from customers, the adequacy of the record of evidence supporting the recovery of Smart Energy investments, and other matters. Consumers is unable to predict the outcome of these appeals. Regulatory Assets and Liabilities Consumers is subject to the actions of the MPSC and FERC and therefore prepares its consolidated financial statements in accordance with the provisions of regulatory accounting. A utility must apply regulatory accounting when its rates are designed to recover specific costs of providing regulated services. Under regulatory accounting, Consumers records regulatory assets or liabilities for certain transactions that would have been treated as expense or revenue by non‑regulated businesses. 111 Table of Contents Presented in the following table are the regulatory assets and liabilities on Consumers’ consolidated balance sheets: In Millions December 31 End of Recovery or Refund Period 2020 2019 Regulatory assets Current Energy waste reduction plan incentive 1 2021 $ 34 $ 33 Deferred capital spending 2 2021 6 — Other 2021 2 — Total current regulatory assets $ 42 $ 33 Non-current Postretirement benefits 3 various $ 1,231 $ 1,130 Costs of coal-fueled electric generating units to be retired 2 various 678 667 Securitized costs 2 2029 221 247 ARO 4 various 216 191 MGP sites 4 various 120 130 Unamortized loss on reacquired debt 4 various 108 70 Energy waste reduction plan incentive 1 2022 42 34 Energy waste reduction plan 4 various 16 10 Demand response program 4 various 10 1 COVID-19 costs accounting deferral 4 various 4 — Other various 7 9 Total non-current regulatory assets $ 2,653 $ 2,489 Total regulatory assets $ 2,695 $ 2,522 Regulatory liabilities Current Income taxes, net 2021 $ 105 $ 65 Reserve for customer refunds 2021 28 2 Voluntary transmission asset sale gain share 2021 14 17 Other 2021 4 3 Total current regulatory liabilities $ 151 $ 87 Non-current Cost of removal various $ 2,245 $ 2,126 Income taxes, net various 1,419 1,510 Renewable energy grant 2043 49 52 ARO various 11 26 Renewable energy plan 2028 9 17 Other various 11 11 Total non-current regulatory liabilities $ 3,744 $ 3,742 Total regulatory liabilities $ 3,895 $ 3,829 1 These regulatory assets have arisen from an alternative revenue program and are not associated with incurred costs or capital investments. Therefore, the MPSC has provided for recovery without a return. 2 The MPSC has historically authorized and Consumers expects the MPSC to authorize a specific return on these regulatory assets. 112 Table of Contents 3 This regulatory asset is included in rate base, thereby providing a return. 4 These regulatory assets represent incurred costs for which the MPSC has provided, or Consumers expects, recovery without a return on investment. Regulatory Assets Energy Waste Reduction Plan Incentive: The energy waste reduction incentive mechanism provides a financial incentive if the energy savings of Consumers’ customers exceed annual targets established by the MPSC. Consumers accounts for this program as an alternative-revenue program that meets the criteria for recognizing revenue related to the incentive as soon as energy savings exceed the annual targets established by the MPSC. In November 2020, the MPSC approved a settlement agreement authorizing Consumers to collect $ 34 million during 2021 as an incentive for exceeding its statutory savings targets in 2019. Consumers recognized incentive revenue under this program of $ 34 million in 2019. Consumers also exceeded its statutory savings targets in 2020, achieved certain other goals, and will request the MPSC’s approval to collect $ 42 million, the maximum performance incentive, in the energy waste reduction reconciliation to be filed in 2021. Consumers recognized incentive revenue under this program of $ 42 million in 2020. Deferred Capital Spending: In January 2019, the MPSC approved a settlement agreement in Consumers’ 2018 electric rate case, which provided deferred accounting treatment for distribution-related capital investments exceeding certain threshold amounts. Thus, for actual capital spending above the threshold amounts detailed in the settlement agreement, Consumers has deferred as a regulatory asset the associated depreciation and property tax expense as well as the debt component of the overall rate of return on such spending. Postretirement Benefits: As part of the ratemaking process, the MPSC allows Consumers to recover the costs of postretirement benefits. Accordingly, Consumers defers the net impact of actuarial losses and gains, prior service costs and credits, and settlements associated with postretirement benefits as a regulatory asset or liability. The asset or liability will decrease as the deferred items are amortized and recognized as components of net periodic benefit cost. For details about settlements and the amortization periods, see Note 12, Retirement Benefits. Costs of Coal-fueled Electric Generating Units to be Retired: In June 2019, the MPSC approved the settlement agreement reached in Consumers’ IRP, under which Consumers plans to retire the D.E. Karn 1 & 2 coal-fueled electric generating units in 2023. Under Michigan law, electric utilities have been permitted to use highly rated, low-cost securitization bonds to finance the recovery of qualified costs. In 2019, Consumers removed from total plant, property, and equipment an amount representing the projected remaining book value of the two coal-fueled electric generating units upon their retirement, and recorded it as a regulatory asset. Until securitization, the book value of the generating units will remain in rate base and receive full regulatory returns in general rate cases. In December 2020, the MPSC issued a securitization financing order authorizing Consumers to issue securitization bonds in order to finance the recovery of the remaining book value of the two coal-fueled electric generating units upon their retirement. An intervenor has appealed the order, contending that it should not have to pay the securitization surcharge. Securitized Costs: In 2013, the MPSC issued a securitization financing order authorizing Consumers to issue securitization bonds in order to finance the recovery of the remaining book value of seven smaller 113 Table of Contents coal-fueled electric generating units that Consumers retired in 2016 and three smaller natural gas-fueled electric generating units that Consumers retired in 2015. Upon receipt of the MPSC’s order, Consumers removed the book value of the ten units from plant, property, and equipment and recorded this amount as a regulatory asset. Consumers is amortizing the regulatory asset over the life of the related securitization bonds, which it issued through a subsidiary in 2014. For additional details regarding the securitization bonds, see Note 5, Financings and Capitalization. ARO: The recovery of the underlying asset investments and related removal and monitoring costs of recorded AROs is approved by the MPSC in depreciation rate cases. Consumers records a regulatory asset and a regulatory liability for timing differences between the recognition of AROs for financial reporting purposes and the recovery of these costs from customers. The recovery period approximates the useful life of the assets to be removed. MGP Sites: Consumers is incurring environmental remediation and other response activity costs at 23 former MGP facilities. The MPSC allows Consumers to recover from its natural gas customers over a ten-year period the costs incurred to remediate the MGP sites. Unamortized Loss on Reacquired Debt: Under regulatory accounting, any unamortized discount, premium, or expense related to debt redeemed with the proceeds of new debt is capitalized and amortized over the life of the new debt. Energy Waste Reduction Plan: The MPSC allows Consumers to collect surcharges from customers to fund its energy waste reduction plan. The amount of spending incurred in excess of surcharges collected is recorded as a regulatory asset and amortized as surcharges are collected from customers over the plan period. The amount of surcharges collected in excess of spending incurred is recorded as a regulatory liability and amortized as costs are incurred. Demand Response Program: In the IRP and in general electric rate cases, the MPSC has approved the recovery of demand response costs. Consumers annually files a reconciliation with the MPSC to review actual demand response costs against amounts approved. The method of recovery of demand response costs will be determined in a future rate case. COVID‑19 Costs Accounting Deferral: In April 2020, the MPSC issued an order authorizing Consumers to defer uncollectible accounts expense incurred beginning March 24, 2020 that are in excess of the amount used to set existing rates. Regulatory Liabilities Income Taxes, Net: Consumers records regulatory assets and liabilities to reflect the difference between deferred income taxes recognized for financial reporting purposes and amounts previously reflected in Consumers’ rates. This net balance will decrease over the remaining life of the related temporary differences and flow through income tax expense. The majority of the net regulatory liability recorded related to income taxes is associated with plant assets that are subject to normalization, which is governed by the Internal Revenue Code, and will be returned to customers over the remaining book life of the related plant assets, the average of which is 44 years for gas plant assets and 27 years for electric plant assets. For additional details on deferred income taxes, see Note 14, Income Taxes. Reserve for Customer Refunds: In December 2020, the MPSC issued an order authorizing Consumers to refund $ 28 million voluntarily to utility customers. Consumers is required to submit another filing by the end of February 2021 proposing an appropriate method for making this refund. 114 Table of Contents Voluntary Transmission Asset Sale Gain Share: In October 2020, Consumers completed a sale of the electric utility’s remaining transmission equipment to METC. In December 2020, Consumers filed an application with the MPSC requesting approval to share voluntarily half of the gain from the sale with electric utility customers; this application was approved by the MPSC in February 2021. Consumers will share the gain through an offset to additional spending in 2021 or through a bill credit to electric utility customers in 2022. As a result, Consumers deferred $ 14 million of the gain in December 2020. In September 2019, Consumers completed a sale of a portion of its electric utility’s substation transmission equipment to METC. In December 2019, Consumers filed an application with the MPSC requesting approval to share voluntarily half of the gain from the sale with customers; this application was approved by the MPSC in April 2020. As a result, Consumers deferred $ 17 million of the gain in December 2019 and shared that gain with customers in 2020. Cost of Removal: The MPSC allows Consumers to collect amounts from customers to fund future asset removal activities. This regulatory liability is reduced as costs of removal are incurred. The refund period of this regulatory liability approximates the useful life of the assets to be removed. Renewable Energy Grant: In 2013, Consumers received a $ 69 million renewable energy grant for Lake Winds ® Energy Park, which began operations in 2012. This grant reduces Consumers’ cost of complying with Michigan’s renewable portfolio standard and, accordingly, reduces the overall renewable energy surcharge to be collected from customers. The regulatory liability recorded for the grant will be amortized over the life of Lake Winds ® Energy Park. Renewable Energy Plan: Consumers has collected surcharges to fund its renewable energy plan. Amounts not yet spent under the plan are recorded as a regulatory liability, which is amortized as incremental costs are incurred to operate and depreciate Consumers’ renewable generation facilities and to purchase RECs under renewable energy purchase agreements. Incremental costs represent costs incurred in excess of amounts recovered through the PSCR process. Consumers Electric Utility 2020 Electric Rate Case: In February 2020, Consumers filed an application with the MPSC seeking an annual rate increase of $ 244 million, based on a 10.5 percent authorized return on equity and a projected twelve-month period ending December 31, 2021. In July 2020, Consumers reduced its requested annual rate increase to $ 230 million. In December 2020, the MPSC approved an annual rate increase of $ 90 million, based on a 9.9 percent authorized return on equity. This increase reflects a $ 36 million refund to customers of regulatory tax liabilities associated with the remeasurement of Consumers’ deferred income taxes as a result of the TCJA; excluding the impacts of this refund, the order resulted in a $ 126 million increase in annual rates. The order also approved the recovery of $ 13 million associated with Consumers’ deferral of depreciation and property tax expense and the overall rate of return on distribution-related capital investments exceeding certain threshold amounts. Additionally, the order approved the method of recovering amounts earned under the financial compensation mechanism approved by the MPSC in Consumers’ IRP. This mechanism allows Consumers to earn a return equal to Consumer’s weighted-average cost of capital on payments made under PPAs approved by the MPSC after January 1, 2019. The order authorizes Consumers to recover $ 3 million, beginning in January 2021, for incentives earned and to be earned on PPA payments during 2019 through 2021. Consumers accounts for this program as an alternative-revenue program that meets the criteria for recognizing revenue related to the mechanism as payments are made on MPSC-approved PPAs. Consumers recognized revenue under this mechanism of $ 1 million in 2020. 115 Table of Contents Consumers is also authorized in the order to replace the current net metering tariff with a new distributed generation tariff, pursuant to the 2016 Energy Law. The new distributed generation tariff is consistent with other distributed generation tariffs already approved by the MPSC and will reduce the subsidies paid by non-distributed generation customers under the current net metering program. Consumers Gas Utility 2019 Gas Rate Case: In December 2019, Consumers filed an application with the MPSC seeking an annual rate increase of $ 245 million, based on a 10.5 percent authorized return on equity and a projected twelve-month period ending September 30, 2021. In May 2020, Consumers reduced its requested annual rate increase to $ 229 million. In September 2020, the MPSC approved a settlement agreement authorizing an annual rate increase of $ 144 million, based on a 9.9 percent authorized return on equity, effective October 1, 2020. As part of that agreement, Consumers agreed not to file a new gas rate case prior to December 2021. The MPSC also approved the continuation of a revenue decoupling mechanism, which annually reconciles Consumers’ actual weather-normalized non-fuel revenues with the revenues approved by the MPSC. This reconciliation would start in October 2021 and continue until the MPSC resets rates in a subsequent rate case. Additionally, the MPSC authorized Consumers to accelerate: • the refund of a regulatory liability associated with the unprotected, non‑property-related excess deferred income taxes resulting from the TCJA; Consumers was previously authorized to refund this through 2029 • the flow-through of certain income tax benefits associated primarily with the cost of removal of gas plant assets placed in service before 1993; Consumers was previously authorized to refund this through 2025 Under the settlement agreement approved by the MPSC, these benefits, which total $ 84 million, will now be passed through to customers by September 2022. For additional details, see Note 14, Income Taxes. Power Supply Cost Recovery and Gas Cost Recovery The PSCR and GCR ratemaking processes are designed to allow Consumers to recover all of its power supply and purchased natural gas costs if incurred under reasonable and prudent policies and practices. The MPSC reviews these costs, policies, and practices in annual plan and reconciliation proceedings. Consumers adjusts its PSCR and GCR billing charges monthly in order to minimize the underrecovery or overrecovery amount in the annual reconciliations. Underrecoveries represent probable future revenues that will be recovered from customers; overrecoveries represent previously collected revenues that will be refunded to customers. Presented in the following table are the liabilities for PSCR and GCR overrecoveries reflected on Consumers’ consolidated balance sheets: In Millions December 31 2020 2019 Liabilities PSCR overrecoveries $ 5 $ 33 GCR overrecoveries 15 2 Accrued rate refunds $ 20 $ 35 116 Table of Contents PSCR Plans and Reconciliations: In October 2020, the MPSC issued an order in Consumers’ 2018 PSCR reconciliation, authorizing recovery of $ 2.0 billion of power costs and authorizing Consumers to reflect in its 2019 PSCR reconciliation the underrecovery of $ 28 million. In April 2020, the MPSC issued an order in Consumers’ 2019 PSCR plan authorizing the 2019 PSCR charge that Consumers self-implemented beginning in January 2019. In March 2020, Consumers filed its 2019 PSCR reconciliation, requesting full recovery of $ 1.9 billion of power costs and authorization to reflect in its 2020 PSCR reconciliation the overrecovery of $ 21 million. Consumers submitted its 2020 PSCR plan to the MPSC in September 2019 and, in accordance with its proposed plan, self-implemented the 2020 PSCR charge beginning in January 2020. GCR Plans and Reconciliations: In September 2020, the MPSC issued an order in Consumers’ 2018-2019 GCR reconciliation, authorizing recovery of $ 0.6 billion of gas costs and authorizing Consumers to reflect in its 2019-2020 GCR reconciliation the underrecovery of $ 11 million. The MPSC disallowed the recovery of $ 7 million in incremental gas purchases related to the Ray Compressor Station fire. For additional details, see Note 4, Contingencies and Commitments—Consumers Gas Utility Contingencies. In June 2020, Consumers filed its 2019-2020 GCR reconciliation, requesting full recovery of $ 0.5 billion of gas costs and authorization to reflect in its 2020-2021 GCR reconciliation the underrecovery of $ 1 million. In September 2020, the MPSC approved a settlement agreement in Consumers’ 2020-2021 GCR plan authorizing the 2020-2021 GCR charge that Consumers self-implemented beginning in April 2020. 4: Contingencies and Commitments CMS Energy and Consumers are involved in various matters that give rise to contingent liabilities. Depending on the specific issues, the resolution of these contingencies could negatively affect CMS Energy’s and Consumers’ liquidity, financial condition, and results of operations. In their disclosures of these matters, CMS Energy and Consumers provide an estimate of the possible loss or range of loss when such an estimate can be made. Disclosures that state that CMS Energy or Consumers cannot predict the outcome of a matter indicate that they are unable to estimate a possible loss or range of loss for the matter. CMS Energy 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 117 Table of Contents 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. Bay Harbor: CMS Land retained environmental remediation obligations for the collection and treatment of leachate at Bay Harbor after selling its interests in the development in 2002. Leachate is produced when water enters into cement kiln dust piles left over from former cement plant operations at the site. In 2012, CMS Land and EGLE finalized an agreement that established the final remedies and the future water quality criteria at the site. CMS Land completed all construction necessary to implement the remedies required by the agreement and will continue to maintain and operate a system to discharge treated leachate into Little Traverse Bay under an NPDES permit, which was valid through September 2020. CMS Land submitted a renewal request for the permit in April 2020. CMS Land is allowed to continue operating under the previous NPDES permit until a response is received from EGLE. At December 31, 2020, CMS Energy had a recorded liability of $ 45 million for its remaining obligations for environmental remediation. CMS Energy calculated this liability based on discounted projected costs, using a discount rate of 4.34 percent and an inflation rate of one percent on annual operating and maintenance costs. The undiscounted amount of the remaining obligation is $ 57 million . CMS Energy expects to pay the following amounts for long-term leachate disposal and operating and maintenance costs in each of the next five years: In Millions 2021 2022 2023 2024 2025 CMS Energy Long-term leachate disposal and operating and maintenance costs $ 4 $ 4 $ 4 $ 4 $ 4 CMS Energy’s estimate of response activity costs and the timing of expenditures could change if there are changes in circumstances or assumptions used in calculating the liability. Although a liability for its present estimate of remaining response activity costs has been recorded, CMS Energy cannot predict the ultimate financial impact or outcome of this matter. Equatorial Guinea Tax Claim: In 2002, CMS Energy sold its oil, gas, and methanol investments in Equatorial Guinea. The government of Equatorial Guinea claims that, in connection with the sale, CMS Energy owes $ 152 million in taxes, plus substantial penalties and interest that could be up to or exceed the amount of the taxes claimed. In 2015, the matter was proceeding to formal arbitration; however, since then, the government of Equatorial Guinea has stopped communicating. CMS Energy has concluded that the government’s tax claim is without merit and will continue to contest the claim, but cannot predict the financial impact or outcome of the matter. An unfavorable outcome could have a material adverse effect on CMS Energy’s liquidity, financial condition, and results of operations. Consumers Electric Utility Contingencies Electric Environmental Matters: Consumers’ operations are subject to environmental laws and regulations. Historically, Consumers has generally been able to recover, in customer rates, the costs to operate its facilities in compliance with these laws and regulations. Cleanup and Solid Waste: Consumers expects to incur remediation and other response activity costs at a number of sites under NREPA. Consumers believes that these costs should be recoverable in rates, but cannot guarantee that outcome. Consumers estimates that its liability for NREPA sites for which it can estimate a range of loss will be between $ 2 million and $ 4 million. At December 31, 2020, Consumers had a recorded liability of $ 2 million, the minimum amount in the range of its estimated probable NREPA liability, as no amount in the range was considered a better estimate than any other amount. 118 Table of Contents Consumers is a potentially responsible party at a number of contaminated sites administered under CERCLA. CERCLA liability is joint and several. In 2010, Consumers received official notification from the EPA that identified Consumers as a potentially responsible party for cleanup of PCBs at the Kalamazoo River CERCLA site. The notification claimed that the EPA has reason to believe that Consumers disposed of PCBs and arranged for the disposal and treatment of PCB-containing materials at portions of the site. In 2011, Consumers received a follow-up letter from the EPA requesting that Consumers agree to participate in a removal action plan along with several other companies for an area of lower Portage Creek, which is connected to the Kalamazoo River. All parties, including Consumers, that were asked to participate in the removal action plan declined to accept liability. Until further information is received from the EPA, Consumers is unable to estimate a range of potential liability for cleanup of the river. Based on its experience, Consumers estimates that its share of the total liability for known CERCLA sites will be between $ 3 million and $ 8 million. Various factors, including the number and creditworthiness of potentially responsible parties involved with each site, affect Consumers’ share of the total liability. At December 31, 2020, Consumers had a recorded liability of $ 3 million for its share of the total liability at these sites, the minimum amount in the range of its estimated probable CERCLA liability, as no amount in the range was considered a better estimate than any other amount. The timing of payments related to Consumers’ remediation and other response activities at its CERCLA and NREPA sites is uncertain. Consumers periodically reviews these cost estimates. A change in the underlying assumptions, such as an increase in the number of sites, different remediation techniques, the nature and extent of contamination, and legal and regulatory requirements, could affect its estimates of NREPA and CERCLA liability. Ludington PCB: In 1998, during routine maintenance activities, Consumers identified PCB as a component in certain paint, grout, and sealant materials at Ludington. Consumers removed part of the PCB material and replaced it with non‑PCB material. Consumers has had several communications with the EPA regarding this matter, but cannot predict the financial impact or outcome. MCV PPA: In 2017, the MCV Partnership initiated arbitration against Consumers, asserting a breach of contract associated with the MCV PPA. Under this PPA, Consumers pays the MCV Partnership a fixed energy charge based on Consumers’ annual average baseload coal generating plant operating and maintenance cost, fuel inventory, and administrative and general expenses. The MCV Partnership asserts that, under the Clean Air Act, Consumers should have installed pollution control equipment on coal-fueled electric generating units years before they were retired. The MCV Partnership also asserts that Consumers should have installed pollution control equipment earlier on its remaining coal-fueled electric generating units. Additionally, the MCV Partnership claims that Consumers improperly characterized certain costs included in the calculation of the fixed energy charge. In January 2019, an arbitration panel issued an order concluding that the MCV Partnership is not entitled to any damages associated with its claim against Consumers related to the Clean Air Act; the majority of the MCV Partnership’s claim, which estimated damages and interest in excess of $ 270 million, was related to this dismissed claim. In November 2020, the MCV Partnership and Consumers signed a settlement agreement resolving all outstanding disputes between the parties, and filed the settlement and associated agreements with the MPSC for approval. Once those are approved, the parties will dismiss this matter with prejudice. If settlement is not approved, the arbitration panel will issue an order. Consumers believes that the MCV Partnership’s claims are without merit, but cannot predict the financial impact or outcome of the matter. Underwater Cables in Straits of Mackinac: Consumers owns certain underwater electric cables in the Straits of Mackinac, which were de-energized and retired in 1990. Consumers was notified that some of 119 Table of Contents these cables were damaged as a result of vessel activity in 2018. Following the notification, Consumers located, inspected, sampled, capped, and returned the damaged retired cables to their original location on the lake bottom, and did not find any substantive evidence of environmental contamination. After collaborating with the State of Michigan, local Native American tribes, and other stakeholders, Consumers submitted a permit application and removal work plan with EGLE and the U.S. Army Corps of Engineers in December 2019 for partial removal of all Consumers-owned cables. In March 2020, EGLE issued a permit for the removal work and, as a result, Consumers recorded an ARO liability of $ 5 million for the cost to remove partially its cables. Removal work was completed in September 2020. Consumers recovers the cost of recorded AROs through MPSC-approved depreciation rates. Consumers Gas Utility Contingencies Gas Environmental Matters: Consumers expects to incur remediation and other response activity costs at a number of sites under NREPA. These sites include 23 former MGP facilities. Consumers operated the facilities on these sites for some part of their operating lives. For some of these sites, Consumers has no present ownership interest or may own only a portion of the original site. At December 31, 2020, Consumers had a recorded liability of $ 56 million for its remaining obligations for these sites. This amount represents the present value of long-term projected costs, using a discount rate of 2.57 percent and an inflation rate of 2.5 percent. The undiscounted amount of the remaining obligation is $ 61 million. Consumers expects to pay the following amounts for remediation and other response activity costs in each of the next five years: In Millions 2021 2022 2023 2024 2025 Consumers Remediation and other response activity costs $ 3 $ 9 $ 23 $ 10 $ 1 Consumers periodically reviews these cost estimates. Any significant change in the underlying assumptions, such as an increase in the number of sites, changes in remediation techniques, or legal and regulatory requirements, could affect Consumers’ estimates of annual response activity costs and the MGP liability. Pursuant to orders issued by the MPSC, Consumers defers its MGP-related remediation costs and recovers them from its customers over a ten-year period. At December 31, 2020, Consumers had a regulatory asset of $ 120 million related to the MGP sites. Consumers estimates that its liability to perform remediation and other response activities at NREPA sites other than the MGP sites could reach $ 3 million. At December 31, 2020, Consumers had a recorded liability of less than $ 1 million, the minimum amount in the range of its estimated probable liability, as no amount in the range was considered a better estimate than any other amount. Ray Compressor Station: On January 30, 2019, Consumers experienced a fire at the Ray Compressor Station, which resulted in the Ray Storage Field being off‑line or operating at significantly reduced capacity, which negatively affected Consumers’ natural gas supply and delivery capacity. This incident, which occurred during the extreme polar vortex weather condition, required Consumers to request voluntary reductions in customer load, to implement contingency gas supply purchases, and to implement a curtailment of natural gas deliveries for industrial and large commercial customers pursuant to Consumers’ MPSC curtailment tariff. The curtailment and request for voluntary reductions of customer loads were canceled as of midnight, February 1, 2019. Consumers investigated the cause of the incident, and filed a report on the incident with the MPSC in April 2019. In response, the MPSC issued an order in 120 Table of Contents July 2019, directing Consumers to file additional reports regarding the incident and to include detail of the resulting costs in a future rate proceeding. The compressor station is presently operating at full capacity. In September 2020, the MPSC disallowed the recovery of $ 7 million in incremental gas purchases related to the fire. In January 2021, the MPSC denied Consumers’ petition for a rehearing challenging this disallowance. Consumers will file an appeal of the MPSC’s denial with the Michigan Court of Appeals. Consumers could also be subject to disallowances of costs associated with the repair and modification of the Ray Compressor Station. At December 31, 2020, Consumers had incurred capital expenditures of $ 17 million to restore and modify the compressor station. In May 2020, the MPSC approved an administrative settlement agreement between Consumers and the MPSC Staff, which resulted in a $ 10,000 civil penalty in connection with the fire. Consumers may also be subject to various claims from impacted customers and claims for damages. At this time, Consumers cannot predict the outcome of these matters or other gas-related incidents and a reasonable estimate of a total loss cannot be made, but they could have a material adverse effect on Consumers’ results of operations, financial condition, or liquidity, and could subject Consumers’ gas utility to increased regulatory scrutiny. Guarantees Presented in the following table are CMS Energy’s and Consumers’ guarantees at December 31, 2020: In Millions Guarantee Description Issue Date Expiration Date Maximum Obligation Carrying Amount CMS Energy, including Consumers Indemnity obligations from purchase of VIE 1 September 2020 indefinite $ 349 $ — Indemnity obligations from stock and asset sale agreements 2 various indefinite 153 2 Guarantee 3 July 2011 indefinite 30 — Consumers Guarantee 3 July 2011 indefinite $ 30 $ — 1 In conjunction with the purchase of its interest in Aviator Wind Equity Holdings, CMS Enterprises assumed certain indemnity obligations that protect the associated tax equity investor against losses incurred as a result of breaches of representations and warranties provided by Aviator Wind Equity Holdings and its subsidiaries. These obligations are generally capped at an amount equal to the tax equity investor’s capital contributions plus a specified return, less any distributions and tax benefits it receives, in connection with its membership interest in Aviator Wind. CMS Enterprises would recover 49 percent of any amounts paid to the tax equity investor from the other owner of Aviator Wind Equity Holdings. Additionally, Aviator Wind holds insurance coverage that would partially protect against losses incurred as a result of certain failures to qualify for production tax credits. For further details on CMS Enterprises’ ownership interest in Aviator Wind Equity Holdings, see Note 21, Variable Interest Entities. 2 These obligations arose from stock and asset sale agreements under which CMS Energy or a subsidiary of CMS Energy indemnified the purchaser for losses resulting from various matters, primarily claims related to taxes. The maximum obligation amount is mostly related to the Equatorial Guinea tax claim discussed in the CMS Energy Contingencies section of this Note. CMS Energy believes the likelihood of material loss to be remote for the indemnity obligations not recorded as liabilities. 121 Table of Contents 3 This obligation comprises a guarantee provided by Consumers to the U.S. Department of Energy in connection with a settlement agreement regarding damages resulting from the department’s failure to accept spent nuclear fuel from nuclear power plants formerly owned by Consumers. Additionally, in the normal course of business, CMS Energy, Consumers, and certain other subsidiaries of CMS Energy have entered into various agreements containing tax and other indemnity provisions for which they are unable to estimate the maximum potential obligation. The carrying value of these indemnity obligations is $ 1 million. CMS Energy and Consumers consider the likelihood that they would be required to perform or incur substantial losses related to these indemnities to be remote. Other Contingencies In addition to the matters disclosed in this Note and Note 3, Regulatory Matters, there are certain other lawsuits and administrative proceedings before various courts and governmental agencies, as well as unasserted claims that may result in such proceedings, arising in the ordinary course of business to which CMS Energy, Consumers, and certain other subsidiaries of CMS Energy are parties. These other lawsuits, proceedings, and unasserted claims may involve personal injury, property damage, contracts, environmental matters, federal and state taxes, rates, licensing, employment, and other matters. Further, CMS Energy and Consumers occasionally self-report certain regulatory non‑compliance matters that may or may not eventually result in administrative proceedings. CMS Energy and Consumers believe that the outcome of any one of these proceedings and potential claims will not have a material negative effect on their consolidated results of operations, financial condition, or liquidity. Contractual Commitments Purchase Obligations: Purchase obligations arise from long-term contracts for the purchase of commodities and related services, and construction and service agreements. The commodities and related services include long-term PPAs, natural gas and associated transportation, and coal and associated transportation. Related-party PPAs are between Consumers and certain affiliates of CMS Enterprises. Presented in the following table are CMS Energy’s and Consumers’ contractual purchase obligations at December 31, 2020 for each of the periods shown: In Millions Payments Due Total 2021 2022 2023 2024 2025 Beyond 2025 CMS Energy, including Consumers Total PPAs $ 8,898 $ 1,057 $ 791 $ 731 $ 784 $ 732 $ 4,803 Other 3,179 1,391 871 265 199 171 282 Consumers PPAs MCV PPA $ 2,815 $ 349 $ 340 $ 358 $ 376 $ 329 $ 1,063 Palisades PPA 517 398 119 — — — — Related-party PPAs 318 58 58 58 58 39 47 Other PPAs 5,248 252 274 315 350 364 3,693 Total PPAs $ 8,898 $ 1,057 $ 791 $ 731 $ 784 $ 732 $ 4,803 Other 2,605 1,333 777 207 154 130 4 122 Table of Contents MCV PPA: Consumers has a PPA with the MCV Partnership giving Consumers the right to purchase up to 1,240 MW of capacity and energy produced by the MCV Facility. The PPA was amended during 2020 and is pending MPSC approval. The amended and restated MCV PPA provides for: • an extension of the termination date from March 2025 to May 2030 • a capacity charge of $ 10.14 per MWh of available capacity through March 2025 and $ 5.00 per MWh of available capacity from March 2025 through the termination date of the PPA • a fixed energy charge of $ 6.30 per MWh for on-peak hours and $ 6.00 for off-peak hours • a variable energy charge based on the MCV Partnership’s cost of production for energy delivered to Consumers • a $ 5 million annual contribution by the MCV Partnership to a renewable resources program through March 2025 Capacity and energy charges under the MCV PPA were $ 298 million in 2020, $ 318 million in 2019, and $ 353 million in 2018. Palisades PPA: Consumers has a PPA expiring in 2022 with Entergy to purchase virtually all of the capacity and energy produced by Palisades, up to the annual average capacity of 798 MW. For all delivered energy, the Palisades PPA has escalating capacity and variable energy charges. Total capacity and energy charges under the Palisades PPA were $ 403 million in 2020, $ 395 million in 2019, and $ 375 million in 2018. For further details about Palisades, see Note 10, Leases and Palisades Financing. Other PPAs: Consumers has PPAs expiring through 2040 with various counterparties. The majority of the PPAs have capacity and energy charges for delivered energy. In addition, CMS Energy and Consumers account for several of their PPAs as leases. Capacity and energy charges under these PPAs were $ 327 million in 2020, $ 336 million in 2019, and $ 350 million in 2018. See Note 10, Leases and Palisades Financing for more information about CMS Energy’s and Consumers’ lease obligations. 123 Table of Contents 5: Financings and Capitalization Presented in the following table is CMS Energy’s long-term debt at December 31: In Millions Interest Rate (%) Maturity 2020 2019 CMS Energy, including Consumers CMS Energy, parent only Senior notes 5.050 2022 $ — $ 300 3.875 2024 250 250 3.600 2025 250 250 3.000 2026 300 300 2.950 2027 275 275 3.450 2027 350 350 4.700 2043 250 250 4.875 2044 300 300 $ 1,975 $ 2,275 Term loan facility variable 1 2021 200 — Junior subordinated notes 2 4.750 2050 500 — 3.750 2050 400 — 5.625 2078 200 200 5.875 2078 280 280 5.875 2079 630 630 $ 2,010 $ 1,110 Total CMS Energy, parent only $ 4,185 $ 3,385 Consumers 8,197 7,322 CMS Enterprises, including subsidiaries Term loan facility variable 3 2025 85 92 EnerBank Certificates of deposit 1.621 4 2021-2028 2,805 2,389 Total principal amount outstanding $ 15,272 $ 13,188 Current amounts ( 1,486 ) ( 1,111 ) Unamortized discounts ( 33 ) ( 27 ) Unamortized issuance costs ( 119 ) ( 99 ) Total long-term debt $ 13,634 $ 11,951 124 Table of Contents 1 At December 31, 2020, the interest rate on the balance of this term loan facility was 0.600 percent, based on an interest rate of one-week LIBOR plus 0.500 percent. 2 These unsecured obligations rank subordinate and junior in right of payment to all of CMS Energy’s existing and future senior indebtedness. 3 A subsidiary of CMS Enterprises issued non ‑ recourse debt to finance the acquisition of a wind generation project in Northwest Ohio. The interest rate for the debt is three-month LIBOR plus 1.500 percent through October 2022 and three-month LIBOR plus 1.750 percent thereafter. At December 31, 2020 and 2019, the interest rate was 1.754 percent and 3.445 percent, respectively. The same subsidiary of CMS Enterprises entered into interest rate swaps with the lending banks to fix the interest charges associated with the debt, at a rate of 4.702 percent through October 2022 and 4.952 percent thereafter. Principal and interest payments are made quarterly. For information about the interest rate swaps, see Note 6, Fair Value Measurements. 4 The weighted-average interest rate for EnerBank’s certificates of deposit was 1.621 percent at December 31, 2020 and 2.445 percent at December 31, 2019. EnerBank’s primary deposit product consists of brokered certificates of deposit with varying maturities and having a face value of $ 1,000 . Presented in the following table is Consumers’ long-term debt at December 31: 125 Table of Contents In Millions Interest Rate (%) Maturity 2020 2019 Consumers First mortgage bonds 3.770 2020 $ — $ 100 2.850 2022 — 375 5.300 2022 — 250 0.350 2023 300 — 3.375 2023 325 325 3.125 2024 250 250 3.190 2024 52 52 3.680 2027 100 100 3.390 2027 35 35 3.800 2028 300 300 3.180 2032 100 100 5.800 2035 175 175 3.520 2037 335 335 4.010 2038 215 215 6.170 2040 50 50 4.970 2040 50 50 4.310 2042 263 263 3.950 2043 425 425 4.100 2045 250 250 3.250 2046 450 450 3.950 2047 350 350 4.050 2048 550 550 4.350 2049 550 550 3.750 2050 300 300 3.100 2050 550 550 3.500 2051 575 — 3.860 2052 50 50 4.280 2057 185 185 2.500 2060 525 — 4.350 2064 250 250 variable 1 2069 76 76 variable 1 2070 134 — variable 1 2070 127 — $ 7,897 $ 6,961 Tax-exempt revenue bonds variable 2035 — 35 1.800 2 2049 75 75 $ 75 $ 110 Securitization bonds 3.250 3 2025-2029 4 225 251 Total principal amount outstanding $ 8,197 $ 7,322 Current amounts ( 364 ) ( 202 ) Unamortized discounts ( 29 ) ( 23 ) Unamortized issuance costs ( 62 ) ( 49 ) Total long-term debt $ 7,742 $ 7,048 126 Table of Contents 1 The variable-rate bonds bear interest quarterly at a rate of three-month LIBOR minus 0.300 percent, subject to a zero-percent floor ( zero percent at December 31, 2020). The holders of these variable-rate bonds may put them to Consumers for redemption on certain dates prior to their stated maturity, including dates within one year of December 31, 2020. 2 The interest rate on these tax‑exempt revenue bonds will reset on October 1, 2024. 3 The weighted-average interest rate for Consumers’ securitization bonds issued through its subsidiary, Consumers 2014 Securitization Funding, was 3.250 percent at December 31, 2020 and 3.220 percent at December 31, 2019. 4 Principal and interest payments are made semiannually. Financings: Presented in the following table is a summary of major long-term debt issuances during the year ended December 31, 2020: Principal (In Millions) Interest Rate Issuance Date Maturity Date CMS Energy, parent only Term loan facility 1 $ 300 variable February February 2021 Junior subordinated notes 2 500 4.750 % May June 2050 Junior subordinated notes 3 400 3.750 % November December 2050 Total CMS Energy, parent only $ 1,200 Consumers Term loan facility $ 300 variable January January 2021 First mortgage bonds 575 3.500 % March August 2051 First mortgage bonds 525 2.500 % May May 2060 First mortgage bonds 134 variable May May 2070 First mortgage bonds 127 variable October October 2070 First mortgage bonds 300 0.350 % December June 2023 Total Consumers $ 1,961 Total CMS Energy $ 3,161 1 In December 2020, CMS Energy repaid $ 100 million of this facility and, in February 2021, amended the facility by extending its maturity date to November 2021. 2 These unsecured obligations rank subordinate and junior in right of payment to all of CMS Energy’s existing and future senior indebtedness. On June 1, 2030, and every five years thereafter, the notes will reset to an interest rate equal to the five-year treasury rate plus 4.116 percent. 3 These unsecured obligations rank subordinate and junior in right of payment to all of CMS Energy’s existing and future senior indebtedness. On December 1, 2030, and every five years thereafter, the notes will reset to an interest rate equal to the five-year treasury rate plus 2.900 percent. 127 Table of Contents Presented in the following table is a summary of major long-term debt retirements during the year ended December 31, 2020: Principal (In Millions) Interest Rate Retirement Date Maturity Date CMS Energy, parent only Senior notes 1 $ 300 5.050 % December March 2022 Total CMS Energy, parent only $ 300 Consumers First mortgage bonds $ 100 3.770 % April October 2020 First mortgage bonds 250 5.300 % June September 2022 First mortgage bonds 375 2.850 % September May 2022 Term loan facility 300 variable December January 2021 Total Consumers $ 1,025 Total CMS Energy $ 1,325 1 CMS Energy retired these senior notes at a premium and recorded a loss on extinguishment of $ 16 million in other expense on its consolidated statements of income. In July 2020, Consumers purchased, in lieu of redemption, $ 35 million of variable-rate tax-exempt revenue bonds due April 2035. At December 31, 2020, Consumers held the variable-rate tax-exempt revenue bonds and may remarket the bonds or replace them with debt instruments of an equivalent value. In September 2020, proceeds from the sale of a Class A membership interest in Aviator Wind to a tax equity investor and additional contributions from the Class B membership interest (of which CMS Enterprises owns 51 percent) were used to retire $ 492 million of debt assumed through the purchase of the VIE. For more information, see Note 21, Variable Interest Entities. First Mortgage Bonds: Consumers secures its first mortgage bonds by a mortgage and lien on substantially all of its property. Consumers’ ability to issue first mortgage bonds is restricted by certain provisions in the First Mortgage Bond Indenture and the need for regulatory approvals under federal law. Restrictive issuance provisions in the First Mortgage Bond Indenture include achieving a two -times interest coverage ratio and having sufficient unfunded net property additions. Regulatory Authorization for Financings: Consumers is required to maintain FERC authorization for financings. Its current authorization terminates on July 31, 2022. Any long-term issuances during the authorization period are exempt from FERC’s competitive bidding and negotiated placement requirements. Securitization Bonds: Certain regulatory assets held by Consumers’ subsidiary, Consumers 2014 Securitization Funding, collateralize Consumers’ securitization bonds. The bondholders have no recourse to Consumers’ assets except for those held by the subsidiary that issued the bonds. Consumers collects securitization surcharges to cover the principal and interest on the bonds as well as certain other qualified costs. The surcharges collected are remitted to a trustee and are not available to creditors of Consumers or creditors of Consumers’ affiliates other than the subsidiary that issued the bonds. 128 Table of Contents Debt Maturities: At December 31, 2020, the aggregate annual maturities for long-term debt for the next five years, based on stated maturities or earlier put dates, were: In Millions 2021 2022 2023 2024 2025 CMS Energy, including Consumers Long-term debt CMS Energy, parent only $ 200 $ — $ — $ 250 $ 250 Consumers 364 28 654 332 31 CMS Enterprises, including subsidiaries 7 8 9 10 51 EnerBank 915 572 477 325 244 Total CMS Energy $ 1,486 $ 608 $ 1,140 $ 917 $ 576 Consumers Long-term debt $ 364 $ 28 $ 654 $ 332 $ 31 Credit Facilities: The following credit facilities with banks were available at December 31, 2020: In Millions Expiration Date Amount of Facility Amount Borrowed Letters of Credit Outstanding Amount Available CMS Energy, parent only June 5, 2023 1 $ 550 $ — $ 18 $ 532 CMS Enterprises, including subsidiaries September 25, 2025 2 $ 39 $ — $ 39 $ — September 30, 2025 3 18 — 8 10 Consumers 4 June 5, 2023 $ 850 $ — $ 7 $ 843 November 19, 2022 250 — 1 249 April 18, 2022 30 — 30 — 1 During the year ended December 31, 2020, CMS Energy’s average borrowings totaled $ 1 million with a weighted-average interest rate of 1.888 percent. 2 This letter of credit facility is available to Aviator Wind Equity Holdings. For more information regarding the acquisition of Aviator Wind Equity Holdings, see Note 21, Variable Interest Entities. 3 Under this facility, $ 8 million is available solely for the purpose of issuing letters of credit. Obligations under this facility are secured by the collateral accounts with the lending bank. There were no borrowings under this facility during the year ended December 31, 2020. 4 Obligations under these facilities are secured by first mortgage bonds of Consumers. During the year ended December 31, 2020, Consumers’ average borrowings totaled less than $ 1 million with a weighted-average interest rate of 1.425 percent. Short-term Borrowings: Under Consumers’ commercial paper program, Consumers may issue, in one or more placements, investment-grade commercial paper notes with maturities of up to 365 days at market interest rates. These issuances are supported by Consumers’ revolving credit facilities and may have an aggregate principal amount outstanding of up to $ 500 million. While the amount of outstanding commercial paper does not reduce the available capacity of the revolving credit facilities, Consumers 129 Table of Contents does not intend to issue commercial paper in an amount exceeding the available capacity of the facilities. At December 31, 2020, there were no commercial paper notes outstanding under this program. In December 2020, Consumers renewed a short-term credit agreement with CMS Energy, permitting Consumers to borrow up to $ 350 million. For more information on the intercompany credit agreement between CMS Energy and Consumers, see Note 20, Related-Party Transactions—Consumers. Dividend Restrictions: At December 31, 2020, payment of dividends by CMS Energy on its common stock was limited to $ 5.5 billion under provisions of the Michigan Business Corporation Act of 1972. Under the provisions of its articles of incorporation, at December 31, 2020, Consumers had $ 1.6 billion of unrestricted retained earnings available to pay dividends on its common stock to CMS Energy. Provisions of the Federal Power Act and the Natural Gas Act appear to restrict dividends payable by Consumers to the amount of Consumers’ retained earnings. Several decisions from FERC suggest that, under a variety of circumstances, dividends from Consumers on its common stock would not be limited to amounts in Consumers’ retained earnings. Any decision by Consumers to pay dividends on its common stock in excess of retained earnings would be based on specific facts and circumstances and would be subject to a formal regulatory filing process. For the year ended December 31, 2020, Consumers paid $ 637 million in dividends on its common stock to CMS Energy. Capitalization: The authorized capital stock of CMS Energy consists of: • 350 million shares of CMS Energy Common Stock, par value $ 0.01 per share • 10 million shares of CMS Energy Preferred Stock, par value $ 0.01 per share Issuance of Common Stock: In 2018 and 2020, CMS Energy entered into equity offering programs under which it may sell, from time to time, shares of CMS Energy common stock. Under both programs, CMS Energy may sell its common stock in privately negotiated transactions, in “at the market” offerings, through forward sales transactions, or otherwise. During 2018 and 2019, CMS Energy entered into forward sales contracts having an aggregate sales price of $ 250 million, the maximum allowed under the 2018 program. In 2020, CMS Energy settled the forward contracts under this program by issuing 4,879,022 shares of common stock at a weighted-average price of $ 48.86 per share, resulting in net proceeds of $ 238 million. Under the 2020 program, CMS Energy may sell shares of its common stock having an aggregate sales price of up to $ 500 million. Presented in the following table are details of CMS Energy’s forward sales contracts under this program at December 31, 2020: Forward Price Per Share Contract Date Maturity Date Number of Shares Initial December 31, 2020 September 15, 2020 December 31, 2021 846,759 $ 61.04 $ 60.53 December 22, 2020 June 22, 2022 115,595 61.81 61.81 These contracts allow CMS Energy to either physically settle the contracts by issuing shares of its common stock at the then-applicable forward sale price specified by the agreement or net settle the contracts through the delivery or receipt of cash or shares. CMS Energy may settle the contracts at any time through their maturity dates, and presently intends to physically settle the contracts by delivering shares of its common stock. 130 Table of Contents The initial forward price in the forward equity sale contracts includes a deduction for commissions and will be adjusted on a daily basis over the term based on an interest rate factor and decreased on certain dates by certain predetermined amounts to reflect expected dividend payments. No amounts are recorded on CMS Energy’s consolidated balance sheets until settlements of the forward equity sale contracts occur. If CMS Energy had elected to net share settle the contracts as of December 31, 2020, CMS Energy would have been required to deliver 6,666 shares. Preferred Stock of Subsidiary: Consumers’ preferred stock is traded on the New York Stock Exchange under the symbol CMS-PB . Presented in the following table are details of Consumers’ preferred stock at December 31, 2020 and 2019: Par Value Optional Redemption Price Number of Shares Authorized Number of Shares Outstanding Cumulative, with no mandatory redemption $ 100 $ 110 7,500,000 373,148 6: Fair Value Measurements Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. When measuring fair value, CMS Energy and Consumers are required to incorporate all assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. A fair value hierarchy prioritizes inputs used to measure fair value according to their observability in the market. The three levels of the fair value hierarchy are as follows: • Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2 inputs are observable, market-based inputs, other than Level 1 prices. Level 2 inputs may include quoted prices for similar assets or liabilities in active markets, quoted prices in inactive markets, and inputs derived from or corroborated by observable market data. • Level 3 inputs are unobservable inputs that reflect CMS Energy’s or Consumers’ own assumptions about how market participants would value their assets and liabilities. CMS Energy and Consumers classify fair value measurements within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement in its entirety. 131 Table of Contents Assets and Liabilities Measured at Fair Value on a Recurring Basis Presented in the following table are CMS Energy’s and Consumers’ assets and liabilities recorded at fair value on a recurring basis: In Millions CMS Energy, including Consumers Consumers December 31 2020 2019 2020 2019 Assets 1 Restricted cash equivalents $ 17 $ 17 $ 15 $ 17 CMS Energy common stock — — — 1 Nonqualified deferred compensation plan assets 23 18 18 14 Derivative instruments 1 1 1 1 Total assets $ 41 $ 36 $ 34 $ 33 Liabilities 1 Nonqualified deferred compensation plan liabilities $ 23 $ 18 $ 18 $ 14 Derivative instruments 17 8 — — Total liabilities $ 40 $ 26 $ 18 $ 14 1 All assets and liabilities were classified as Level 1 with the exception of derivative contracts, which were classified as Level 2 or Level 3. Restricted Cash Equivalents: Restricted cash equivalents consist of money market funds with daily liquidity. For further details, see Note 18, Cash and Cash Equivalents. Nonqualified Deferred Compensation Plan Assets and Liabilities: The nonqualified deferred compensation plan assets consist of mutual funds, which are valued using the daily quoted net asset values. CMS Energy and Consumers value their nonqualified deferred compensation plan liabilities based on the fair values of the plan assets, as they reflect the amount owed to the plan participants in accordance with their investment elections. CMS Energy and Consumers report the assets in other non‑current assets and the liabilities in other non‑current liabilities on their consolidated balance sheets. Derivative Instruments: CMS Energy and Consumers value their derivative instruments using either a market approach that incorporates information from market transactions, or an income approach that discounts future expected cash flows to a present value amount. CMS Energy’s and Consumers’ derivatives are classified as Level 2 or Level 3. The derivatives classified as Level 2 are interest rate swaps at CMS Energy, which are valued using market-based inputs. CMS Energy uses interest rate swaps to manage its interest rate risk on certain long‑term debt obligations and certain notes receivable at EnerBank. A subsidiary of CMS Enterprises uses floating-to-fixed interest rate swaps to reduce the impact of interest rate fluctuations associated with future interest payments on certain long‑term variable-rate debt. The interest rate swaps are accounted for as cash flow hedges of the future variability of interest payments on debt with a notional amount of $ 85 million at December 31, 2020. Gains or losses on these swaps are initially reported in other comprehensive income (loss) and then, as interest payments are made on the hedged debt, are recognized in earnings within other interest expense on CMS Energy’s consolidated statements of income. The amount of losses recorded in other comprehensive loss was $ 6 million for the 132 Table of Contents year ended December 31, 2020, $ 4 million for the year ended December 31, 2019 and $ 2 million for the year ended December 31, 2018. There were no material impacts on other interest expense associated with these swaps during the years presented. The fair value of these swaps recorded in other liabilities on CMS Energy’s consolidated balance sheets totaled $ 9 million at December 31, 2020 and $ 5 million at December 31, 2019. CMS Energy also has other interest rate swaps that economically hedge interest rate risk on debt, but that do not qualify for cash flow hedge accounting; the amounts associated with these swaps were not material for the years presented. EnerBank uses fixed-to-floating interest rate swaps to manage interest rate risk exposure associated with changes in the fair value of certain long‑term fixed‑rate loans. The interest rate swaps qualify as fair value hedges of long‑term, fixed‑rate notes receivable with a notional amount of $ 134 million at December 31, 2020 and 2019. The fair value of these interest rate swaps recorded in other liabilities was $ 6 million at December 31, 2020 and $ 1 million at December 31, 2019. CMS Energy is adjusting the carrying value of the hedged notes receivable for the change in their fair value due to the hedged risk. For the year ended December 31, 2020, CMS Energy recorded a $ 5 million loss within operating revenue for the change in the fair value of the interest rate swaps and a $ 5 million gain within operating revenue for the change in the carrying value of the hedged notes receivable notes. Amounts recognized within operating revenue for the year ended December 31, 2019 were immaterial. The majority of derivatives classified as Level 3 are FTRs held by Consumers. Due to the lack of quoted pricing information, Consumers determines the fair value of its FTRs based on Consumers’ average historical settlements. There was no material activity within the Level 3 categories of assets and liabilities during the years presented. 133 Table of Contents 7: Financial Instruments Presented in the following table are the carrying amounts and fair values, by level within the fair value hierarchy, of CMS Energy’s and Consumers’ financial instruments that are not recorded at fair value. The table excludes cash, cash equivalents, short-term financial instruments, and trade accounts receivable and payable whose carrying amounts approximate their fair values. For information about assets and liabilities recorded at fair value and for additional details regarding the fair value hierarchy, see Note 6, Fair Value Measurements. In Millions December 31, 2020 December 31, 2019 Carrying Amount Fair Value Carrying Amount Fair Value Total Level Total Level 1 2 3 1 2 3 CMS Energy, including Consumers Assets Long-term receivables 1 $ 17 $ 17 $ — $ — $ 17 $ 20 $ 20 $ — $ — $ 20 Notes receivable 2 2,887 3,248 — — 3,248 2,500 2,652 — — 2,652 Securities held to maturity 3 28 29 — 29 — 26 26 — 26 — Liabilities Long-term debt 4 15,120 17,512 1,249 14,178 2,085 13,062 14,185 1,197 11,048 1,940 Long-term payables 5 33 35 — — 35 30 32 — — 32 Consumers Assets Long-term receivables 1 $ 17 $ 17 $ — $ — $ 17 $ 20 $ 20 $ — $ — $ 20 Notes receivable – related party 6 107 107 — — 107 103 103 — — 103 Liabilities Long-term debt 7 8,106 9,801 — 7,716 2,085 7,250 8,010 — 6,070 1,940 1 Includes current portion of long-term accounts receivable of $ 12 million at December 31, 2020 and $ 13 million at December 31, 2019. 2 Includes current portion of notes receivable of $ 275 million at December 31, 2020 and $ 242 million at December 31, 2019. For further details, see Note 8, Notes Receivable. 3 These investment securities consist primarily of mortgage-backed securities and Utah Housing Corporation bonds held by EnerBank. There were $ 1 million of unrealized gains in 2020 and no unrealized gains or losses in 2019. 4 Includes current portion of long-term debt of $ 1.5 billion at December 31, 2020 and $ 1.1 billion at December 31, 2019. 134 Table of Contents 5 Includes current portion of long-term payables of $ 6 million at December 31, 2020 and $ 1 million at December 31, 2019. 6 Includes current portion of notes receivable – related party of $ 7 million at December 31, 2020 and 2019. For further details on this note receivable, see Note 8, Notes Receivable. 7 Includes current portion of long-term debt of $ 364 million at December 31, 2020 and $ 202 million at December 31, 2019. The effects of third-party credit enhancements were excluded from the fair value measurements of long-term debt. The principal amount of CMS Energy’s long-term debt supported by third-party credit enhancements was $ 35 million at December 31, 2019. The entirety of this amount was at Consumers. DB SERP Securities: In 2018, CMS Energy and Consumers sold available-for-sale investment securities held within the DB SERP, receiving proceeds of $ 142 million, $ 103 million of which was related to Consumers. 8: Notes Receivable Presented in the following table are details of CMS Energy’s and Consumers’ notes receivable: In Millions December 31 2020 2019 CMS Energy, including Consumers Current EnerBank notes receivable, net of allowance for loan losses $ 275 $ 242 Non‑current EnerBank notes receivable, net of allowance for loan losses 2,612 2,258 Total notes receivable $ 2,887 $ 2,500 Consumers Current DB SERP note receivable – related party $ 7 $ 7 Non‑current DB SERP note receivable – related party 100 96 Total notes receivable $ 107 $ 103 EnerBank Notes Receivable EnerBank notes receivable are primarily unsecured, fixed-rate installment loans provided throughout the U.S. to finance home improvements. EnerBank records its notes receivable at cost, less an allowance for loan losses. Authorized contractors pay fees to EnerBank to provide borrowers with same-as-cash, zero interest, or reduced interest loans. Unearned income associated with the loan fees, which is recorded as a reduction to notes receivable on CMS Energy’s consolidated balance sheets, was $ 128 million at December 31, 2020 and $ 134 million at December 31, 2019. During 2020, EnerBank purchased portfolios of secured and unsecured consumer installment loans with a principal value of $ 90 million. During 2020, EnerBank completed sales of notes receivable with a principal value of $ 246 million and recorded gains of $ 6 million. 135 Table of Contents EnerBank utilizes FICO scores as a key credit quality indicator when underwriting new loans and in assessing the credit exposures in its loan portfolio. The score is determined at the time of a borrower’s application and is generally not updated since the average duration of loans is about two years. At December 31, 2020, 86 percent of EnerBank’s loans had a FICO score rating between good and excellent. At December 31, 2020, 97 percent of EnerBank’s loan portfolio was originated within the past five years. The allowance for loan losses at December 31, 2020 reflects expected credit losses over the entire lifetime of the loan portfolio. EnerBank estimates the allowance by using the “weighted-average remaining maturity” methodology for their term loans, and the “probability of default and loss given default” methodology for their same-as-cash loans. These methodologies consider historical loan loss experience, prepayment expectations, and credit quality indicators. EnerBank considers current and projected economic conditions, and other reasonable and supportable forecast information to determine if adjustments to the allowance are necessary. The allowance is increased by the provision for loan losses and decreased by loan charge‑offs net of recoveries. Loan losses are charged against the allowance when the loss is confirmed, but no later than the point at which a loan becomes 120 days past due. Presented in the following table are the changes in the allowance for loan losses: In Millions Years Ended December 31 2020 2019 Balance at beginning of period $ 33 $ 24 Effects of new accounting standard 1 62 — Provision for loan losses 60 38 Charge-offs ( 39 ) ( 35 ) Recoveries 7 6 Balance at end of period $ 123 $ 33 1 The allowance for loan losses at December 31, 2019 reflected expected credit losses over a 12-month period. On January 1, 2020, in accordance with ASU 2016-13, Measurement of Credit Losses on Financial Instruments , the allowance for loan losses was adjusted to reflect expected credit losses over the life of the loan. Additionally, EnerBank recorded $ 3 million for expected credit losses related to unfunded loan commitments. For further details, see Note 2, New Accounting Standards. Loans that are 30 days or more past due are considered delinquent. The balance of EnerBank’s delinquent loans was $ 32 million at December 31, 2020 and $ 33 million at December 31, 2019. At December 31, 2020 and 2019, EnerBank’s loans that had been modified as troubled debt restructurings were immaterial. In response to the COVID-19 pandemic, and consistent with FDIC guidance, EnerBank offered new payment accommodations for current qualifying customers. At December 31, 2020, EnerBank had not experienced increased delinquent loans, charge-offs, or increased loan modifications due to the COVID-19 pandemic. EnerBank did not make any material adjustments to their allowance for loan losses at December 31, 2020 due to the COVID-19 pandemic. EnerBank cannot predict the longer-term impacts of the pandemic, but could experience slower lending growth, higher loan write-offs, and increased loan modifications. EnerBank issues loan commitments to meet customer-financing needs. These commitments are agreements to provide credit as long as certain conditions are met and expire after 120 days. EnerBank uses the same credit policies in making these commitments as it uses for loans. EnerBank had $ 348 million of off-balance-sheet unfunded loan commitments at December 31, 2020, and had recorded a liability of $ 6 million for expected credit losses on those commitments. 136 Table of Contents EnerBank has entered into interest rate swaps on $ 134 million of its loans (notes receivable). For information about interest rate swaps, see Note 6, Fair Value Measurements. DB SERP Note Receivable – Related Party The DB SERP note receivable – related party is Consumers’ portion of a demand note payable issued by CMS Energy to the DB SERP rabbi trust. The demand note bears interest at an annual rate of 4.10 percent and has a maturity date of 2028. 137 Table of Contents 9: Plant, Property, and Equipment Presented in the following table are details of CMS Energy’s and Consumers’ plant, property, and equipment: In Millions December 31 Estimated Depreciable Life in Years 2020 2019 CMS Energy, including Consumers Plant, property, and equipment, gross Consumers 3 - 125 $ 26,757 $ 24,963 Enterprises Independent power production 1 3 - 40 1,112 403 Other 3 - 5 1 2 EnerBank 1 - 7 37 22 Plant, property, and equipment, gross $ 27,907 $ 25,390 Construction work in progress 1,085 896 Accumulated depreciation and amortization ( 7,953 ) ( 7,360 ) Total plant, property, and equipment 2 $ 21,039 $ 18,926 Consumers Plant, property, and equipment, gross Electric Generation 22 - 125 $ 6,376 $ 5,942 Distribution 20 - 75 9,130 8,519 Transmission 46 - 75 — 113 Other 5 - 50 1,326 1,258 Assets under finance leases and other financing 3 323 326 Gas Distribution 20 - 85 5,702 5,235 Transmission 17 - 75 2,003 1,752 Underground storage facilities 4 27 - 75 1,046 987 Other 5 - 50 817 797 Assets under finance leases 3 13 14 Other non-utility property 3 - 51 21 20 Plant, property, and equipment, gross $ 26,757 $ 24,963 Construction work in progress 1,058 879 Accumulated depreciation and amortization ( 7,844 ) ( 7,272 ) Total plant, property, and equipment 2 $ 19,971 $ 18,570 1 A significant portion of independent power production assets are leased to others under operating leases. For information regarding CMS Energy’s operating leases of owned assets, see Note 10, Leases and Palisades Financing. 2 Consumers’ plant additions were $ 2.0 billion for the years ended December 31, 2020 and 2019. Consumers’ plant retirements were $ 220 million for the year ended December 31, 2020 and $ 380 million for the year ended December 31, 2019. Consumers plans to retire the D.E. Karn 1 & 2 coal-fueled electric generating units in 2023. Accordingly, in 2019, Consumers removed from total plant, property, and 138 Table of Contents equipment $ 667 million, representing the projected remaining book value of the two units upon their retirement, and recorded it as a regulatory asset. For additional details, see Note 3, Regulatory Matters. 3 For information regarding the amortization terms of Consumers’ assets under finance leases and other financing, see Note 10, Leases and Palisades Financing. 4 Underground storage includes base natural gas of $ 26 million at December 31, 2020 and 2019. Base natural gas is not subject to depreciation. Intangible Assets: Included in net plant, property, and equipment are intangible assets. Presented in the following table are details about CMS Energy’s and Consumers’ intangible assets: In Millions Description Amortization Life in Years December 31, 2020 December 31, 2019 Gross Cost 1 Accumulated Amortization Gross Cost 1 Accumulated Amortization CMS Energy, including Consumers Software development 1 - 15 $ 883 $ 577 $ 882 $ 529 Rights of way 50 - 85 197 57 180 55 Franchises and consents 5 - 50 16 10 16 9 Leasehold improvements various 2 10 7 9 7 Other intangibles various 28 16 27 15 Total $ 1,134 $ 667 $ 1,114 $ 615 Consumers Software development 3 - 15 $ 856 $ 568 $ 869 $ 521 Rights of way 50 - 85 197 57 180 55 Franchises and consents 5 - 50 16 10 16 9 Leasehold improvements various 2 10 7 9 7 Other intangibles various 25 16 26 15 Total $ 1,104 $ 658 $ 1,100 $ 607 1 Consumers’ intangible asset additions were $ 69 million for the year ended December 31, 2020 and $ 67 million for the year ended December 31, 2019. Consumers’ intangible asset retirements were $ 65 million for the year ended December 31, 2020 and $ 193 million for the year ended December 31, 2019. 2 Leasehold improvements are amortized over the life of the lease, which may change whenever the lease is renewed or extended. Capitalization: CMS Energy and Consumers record plant, property, and equipment at original cost when placed into service. The cost includes labor, material, applicable taxes, overhead such as pension and other benefits, and AFUDC, if applicable. Consumers’ plant, property, and equipment is generally recoverable through its general ratemaking process. With the exception of utility property for which the remaining book value has been securitized, mothballed utility property stays in rate base and continues to be depreciated at the same rate as before the mothball period. When utility property is retired or otherwise disposed of in the ordinary course of business, Consumers records the original cost to accumulated depreciation, along with associated cost of removal, net of salvage. CMS Energy and Consumers recognize gains or losses on the retirement or disposal of non‑regulated assets in income. Consumers records cost of removal collected from customers, but not spent, as a regulatory liability. 139 Table of Contents Software: CMS Energy and Consumers capitalize the costs to purchase and develop internal-use computer software. These costs are expensed evenly over the estimated useful life of the internal-use computer software. If computer software is integral to computer hardware, then its cost is capitalized and depreciated with the hardware. AFUDC: Consumers capitalizes AFUDC on regulated major construction projects, except pollution control facilities on its fossil-fuel-fired power plants. AFUDC represents the estimated cost of debt and authorized return-on-equity funds used to finance construction additions. Consumers records the offsetting credit as a reduction of interest for the amount representing the borrowed funds component and as other income for the equity funds component on the consolidated statements of income. When construction is completed and the property is placed in service, Consumers depreciates and recovers the capitalized AFUDC from customers over the life of the related asset. Presented in the following table are Consumers’ average AFUDC capitalization rates: Years Ended December 31 2020 2019 2018 Electric 6.9 % 6.4 % 6.9 % Gas 5.7 5.8 5.9 Assets Under Finance Leases and Other Financing: Presented in the following table are further details about changes in Consumers’ assets under finance leases and other financing: In Millions Years Ended December 31 2020 2019 Consumers Balance at beginning of period $ 340 $ 309 Additions — 26 Net retirements and other adjustments ( 4 ) 5 Balance at end of period $ 336 $ 340 Assets under finance leases and other financing are presented as gross amounts. Consumers’ accumulated amortization of assets under finance leases and other financing was $ 254 million at December 31, 2020 and $ 239 million at December 31, 2019. Depreciation and Amortization: Presented in the following table are further details about CMS Energy’s and Consumers’ accumulated depreciation and amortization: In Millions Years Ended December 31 2020 2019 CMS Energy, including Consumers Utility plant assets $ 7,841 $ 7,269 Non-utility plant assets 112 91 Consumers Utility plant assets $ 7,841 $ 7,269 Non-utility plant assets 3 3 Consumers depreciates utility property on an asset-group basis, in which it applies a single MPSC-approved depreciation rate to the gross investment in a particular class of property within the electric and 140 Table of Contents gas segments. Consumers performs depreciation studies periodically to determine appropriate group lives. Presented in the following table are the composite depreciation rates for Consumers’ segment properties: Years Ended December 31 2020 2019 2018 Electric utility property 3.9 % 3.9 % 3.9 % Gas utility property 2.9 2.9 2.9 Other property 9.8 10.0 10.1 CMS Energy and Consumers record property repairs and minor property replacement as maintenance expense. CMS Energy and Consumers record planned major maintenance activities as operating expense unless the cost represents the acquisition of additional long-lived assets or the replacement of an existing long-lived asset. Presented in the following table are the components of CMS Energy’s and Consumers’ depreciation and amortization expense: In Millions Years Ended December 31 2020 2019 2018 CMS Energy, including Consumers Depreciation expense – plant, property, and equipment $ 902 $ 842 $ 778 Amortization expense Software 116 121 127 Other intangible assets 4 3 3 Securitized regulatory assets 26 26 25 Total depreciation and amortization expense $ 1,048 $ 992 $ 933 Consumers Depreciation expense – plant, property, and equipment $ 881 $ 827 $ 768 Amortization expense Software 112 119 125 Other intangible assets 4 3 3 Securitized regulatory assets 26 26 25 Total depreciation and amortization expense $ 1,023 $ 975 $ 921 Presented in the following table is CMS Energy’s and Consumers’ estimated amortization expense on intangible assets for each of the next five years: In Millions 2021 2022 2023 2024 2025 CMS Energy, including Consumers Intangible asset amortization expense $ 120 $ 115 $ 100 $ 89 $ 86 Consumers Intangible asset amortization expense $ 115 $ 111 $ 97 $ 86 $ 85 141 Table of Contents Jointly Owned Regulated Utility Facilities Presented in the following table are Consumers’ investments in jointly owned regulated utility facilities at December 31, 2020: In Millions, Except Ownership Share J.H. Campbell Unit 3 Ludington Other Ownership share 93.3 % 51.0 % various Utility plant in service $ 1,743 $ 489 $ 381 Accumulated depreciation ( 822 ) ( 188 ) ( 107 ) Construction work in progress 12 78 12 Net investment $ 933 $ 379 $ 286 Consumers includes its share of the direct expenses of the jointly owned plants in operating expenses. Consumers shares operation, maintenance, and other expenses of these jointly owned utility facilities in proportion to each participant’s undivided ownership interest. Consumers is required to provide only its share of financing for the jointly owned utility facilities. 10: Leases and Palisades Financing Lessee CMS Energy and Consumers lease various assets from third parties, including coal-carrying railcars, real estate, service vehicles, and gas pipeline capacity. In addition, CMS Energy and Consumers account for several of their PPAs as leases. CMS Energy and Consumers do not record right-of-use assets or lease liabilities on their consolidated balance sheets for rentals with lease terms of 12 months or less, most of which are for the lease of real estate and service vehicles. Lease expense for these rentals is recognized on a straight-line basis over the lease term. CMS Energy and Consumers include future payments for all renewal options, fair market value extensions, and buyout provisions reasonably certain of exercise in their measurement of lease right-of-use assets and lease liabilities. In addition, certain leases for service vehicles contain end-of-lease adjustment clauses based on proceeds received from the sale or disposition of the vehicles. CMS Energy and Consumers also include executory costs in the measurement of their right-of-use assets and lease liabilities, except for maintenance costs related to their coal-carrying railcar leases. Most of Consumers’ PPAs contain provisions at the end of the initial contract terms to renew the agreements annually under mutually agreed‑upon terms at the time of renewal. Energy and capacity payments that vary depending on quantities delivered are recognized as variable lease costs when incurred. Consumers accounts for a PPA with one of CMS Energy’s equity method subsidiaries as a finance lease. 142 Table of Contents Presented in the following table is information about CMS Energy’s and Consumers’ lease right-of-use assets and lease liabilities: In Millions, Except as Noted CMS Energy, including Consumers Consumers December 31 2020 2019 2020 2019 Operating leases Right-of-use assets 1 $ 34 $ 47 $ 28 $ 40 Lease liabilities Current lease liabilities 2 9 9 7 8 Non-current lease liabilities 3 25 37 21 32 Finance leases Right-of-use assets $ 65 $ 71 $ 65 $ 71 Lease liabilities 4 Current lease liabilities 7 6 7 6 Non-current lease liabilities 53 60 53 60 Weighted-average remaining lease term (in years) Operating leases 19 17 18 14 Finance leases 12 12 12 12 Weighted-average discount rate Operating leases 3.9 % 3.8 % 3.8 % 3.7 % Finance leases 5 1.8 % 1.9 % 1.8 % 1.9 % 1 CMS Energy’s and Consumers’ operating right-of-use lease assets are reported as other non ‑ current assets on their consolidated balance sheets. 2 The current portion of CMS Energy’s and Consumers’ operating lease liabilities are reported as other current liabilities on their consolidated balance sheets. 3 The non ‑ current portion of CMS Energy’s and Consumers’ operating lease liabilities are reported as other non ‑ current liabilities on their consolidated balance sheets. 4 Includes related-party lease liabilities of $ 25 million, of which less than $ 1 million was current, at December 31, 2020 and December 31, 2019. 5 This rate excludes the impact of Consumers’ pipeline agreements and long-term PPAs accounted for as finance leases. The required capacity payments under these agreements, when compared to the underlying fair value of the leased assets, result in effective interest rates that exceed market rates for leases with similar terms. 143 Table of Contents CMS Energy and Consumers report operating, variable, and short-term lease costs as operating expenses on their consolidated statements of income, except for certain amounts that may be capitalized to other assets. Presented in the following table is a summary of CMS Energy’s and Consumers’ total lease costs: In Millions Years Ended December 31 2020 2019 CMS Energy, including Consumers Operating lease costs $ 10 $ 11 Finance lease costs Amortization of right-of-use assets 6 6 Interest on lease liabilities 17 18 Variable lease costs 94 95 Short-term lease costs 17 16 Total lease costs $ 144 $ 146 Consumers Operating lease costs $ 9 $ 9 Finance lease costs Amortization of right-of-use assets 6 6 Interest on lease liabilities 17 18 Variable lease costs 94 95 Short-term lease costs 16 16 Total lease costs $ 142 $ 144 Presented in the following table is cash flow information related to amounts paid on CMS Energy’s and Consumers’ lease liabilities: In Millions Years Ended December 31 2020 2019 CMS Energy, including Consumers Cash paid for amounts included in the measurement of lease liabilities Cash used in operating activities for operating leases $ 11 $ 11 Cash used in operating activities for finance leases 17 18 Cash used in financing activities for finance leases 6 7 Consumers Cash paid for amounts included in the measurement of lease liabilities Cash used in operating activities for operating leases $ 9 $ 9 Cash used in operating activities for finance leases 17 18 Cash used in financing activities for finance leases 6 7 144 Table of Contents Presented in the following table are the minimum rental commitments under CMS Energy’s and Consumers’ non-cancelable leases: In Millions Finance Leases December 31, 2020 Operating Leases Pipelines and PPAs Other Total CMS Energy, including Consumers 2021 $ 10 $ 17 $ 5 $ 22 2022 4 14 5 19 2023 2 13 5 18 2024 1 13 3 16 2025 1 13 1 14 2026 and thereafter 34 66 11 77 Total minimum lease payments $ 52 $ 136 $ 30 $ 166 Less discount 18 103 3 106 Present value of minimum lease payments $ 34 $ 33 $ 27 $ 60 Consumers 2021 $ 8 $ 17 $ 5 $ 22 2022 4 14 5 19 2023 2 13 5 18 2024 1 13 3 16 2025 1 13 1 14 2026 and thereafter 27 66 11 77 Total minimum lease payments $ 43 $ 136 $ 30 $ 166 Less discount 15 103 3 106 Present value of minimum lease payments $ 28 $ 33 $ 27 $ 60 Lessor CMS Energy and Consumers are the lessor under power sales and natural gas delivery agreements that are accounted for as leases. CMS Energy has power sales agreements that are accounted for as operating leases. In addition to fixed payments, these agreements have variable payments based on energy delivered. For the year ended December 31, 2020, lease revenue from these power sales agreements was $ 148 million, which included variable lease payments of $ 93 million. For the year ended December 31, 2019, lease revenue from these power sales agreements was $ 174 million, which included variable lease payments of $ 119 million. 145 Table of Contents Presented in the following table are the minimum rental payments to be received under CMS Energy’s non‑cancelable operating leases: In Millions December 31, 2020 2021 $ 54 2022 48 2023 43 2024 43 2025 44 2026 and thereafter 18 Total minimum lease payments $ 250 Consumers has an agreement to build, own, operate, and maintain a compressed natural gas fueling station through December 2038. This agreement is accounted for as a direct finance lease, under which the lessee has the option to purchase the natural gas fueling station at the end of the lease term. Fixed monthly payments escalate annually with inflation. In December 2018, Consumers and a subsidiary of CMS Energy executed a 20 ‑year natural gas transportation agreement, related to a pipeline owned by Consumers. This agreement is accounted for as a direct finance lease and will automatically extend annually unless terminated by either party. The effects of the lease are eliminated on CMS Energy’s consolidated financial statements. Minimum rental payments to be received under Consumers’ direct financing leases are $ 1 million for each of the next five years and $ 18 million for the years thereafter. The lease receivable was $ 10 million as of December 31, 2020, which does not include unearned income of $ 13 million. Minimum rental payments to be received under CMS Energy’s direct finance lease are less than $ 1 million for each of the next five years and $ 10 million for the years thereafter. The lease receivable was $ 5 million as of December 31, 2020, which does not include unearned income of $ 5 million. Palisades Financing In 2007, Consumers sold Palisades to Entergy and entered into a 15 -year PPA to purchase virtually all of the capacity and energy produced by Palisades, up to the annual average capacity of 798 MW. Consumers accounted for this transaction as a financing because of its continuing involvement with Palisades through security provided to Entergy for the PPA obligation and other arrangements. Palisades has therefore remained on Consumers’ consolidated balance sheets and Consumers has continued to depreciate it. At the time of the sale, Consumers recorded the sales proceeds as a financing obligation, and has subsequently recorded a portion of the payments under the PPA as interest expense and as a reduction of the financing obligation. Total amortization and interest charges under the financing were $ 14 million for the year ended December 31, 2020, $ 15 million for the year ended December 31, 2019, and $ 16 million for the year ended December 31, 2018. At December 31, 2020, the Palisades asset and financing obligation both had a balance of $ 16 million. 146 Table of Contents Presented in the following table are the minimum Palisades PPA payments included in the financing obligation: In Millions December 31, 2020 2021 $ 14 2022 3 Total minimum payments $ 17 Less discount 1 Financing obligation $ 16 Less current portion 13 Non-current portion $ 3 11: Asset Retirement Obligations CMS Energy and Consumers record the fair value of the cost to remove assets at the end of their useful lives, if there is a legal obligation to remove them. If a reasonable estimate of fair value cannot be made in the period in which the ARO is incurred, such as for assets with indeterminate lives, the liability is recognized when a reasonable estimate of fair value can be made. CMS Energy and Consumers have not recorded liabilities associated with the closure of certain gas wells that have an indeterminate life. CMS Energy and Consumers have not recorded liabilities for assets that have immaterial cumulative disposal costs, such as substation batteries. CMS Energy and Consumers calculate the fair value of ARO liabilities using an expected present-value technique that reflects assumptions about costs and inflation, and uses a credit-adjusted risk-free rate to discount the expected cash flows. CMS Energy’s ARO liabilities are primarily at Consumers. Presented below are the categories of assets that CMS Energy and Consumers have legal obligations to remove at the end of their useful lives and for which they have an ARO liability recorded: Company and ARO Description In-Service Date Long-Lived Assets CMS Energy, including Consumers Closure of coal ash disposal areas various Generating plants coal ash areas Gas distribution cut, purge, and cap various Gas distribution mains and services Asbestos abatement 1973 Electric and gas utility plant Closure of renewable generation assets various Wind and solar generation facilities Gas wells plug and abandon various Gas transmission and storage Consumers Closure of coal ash disposal areas various Generating plants coal ash areas Gas distribution cut, purge, and cap various Gas distribution mains and services Asbestos abatement 1973 Electric and gas utility plant Closure of renewable generation assets various Wind and solar generation facilities Gas wells plug and abandon various Gas transmission and storage No assets have been restricted for purposes of settling AROs. 147 Table of Contents Presented in the following tables are the changes in CMS Energy’s and Consumers’ ARO liabilities: In Millions Company and ARO Description ARO Liability 12/31/2019 Incurred Settled Accretion Cash Flow Revisions ARO Liability 12/31/2020 CMS Energy, including Consumers Consumers $ 474 $ 46 $ ( 41 ) $ 23 $ 28 $ 530 Renewable generation assets 3 19 — 1 — 23 Total CMS Energy $ 477 $ 65 $ ( 41 ) $ 24 $ 28 $ 553 Consumers Coal ash disposal areas $ 166 $ — $ ( 24 ) $ 6 $ — $ 148 Gas distribution cut, purge, and cap 231 1 ( 5 ) 13 — 240 Asbestos abatement 34 — — 2 — 36 Renewable generation assets 21 24 — 1 28 74 Gas wells plug and abandon 22 16 ( 7 ) 1 — 32 Cable under Straits of Mackinac 1 — 5 ( 5 ) — — — Total Consumers $ 474 $ 46 $ ( 41 ) $ 23 $ 28 $ 530 1 For further details, see Note 4, Contingencies and Commitments—Consumers Electric Utility Contingencies. In Millions Company and ARO Description ARO Liability 12/31/2018 Incurred Settled Accretion Cash Flow Revisions ARO Liability 12/31/2019 CMS Energy, including Consumers Consumers $ 428 $ 55 $ ( 37 ) $ 21 $ 7 $ 474 Gas treating plant and gas wells 1 — ( 1 ) — — — Renewable generation assets 3 — — — — 3 Total CMS Energy $ 432 $ 55 $ ( 38 ) $ 21 $ 7 $ 477 Consumers Coal ash disposal areas $ 179 $ — $ ( 27 ) $ 7 $ 7 $ 166 Gas distribution cut, purge, and cap 205 22 ( 8 ) 12 — 231 Asbestos abatement 33 — ( 1 ) 2 — 34 Renewable generation assets 11 10 — — — 21 Gas wells plug and abandon — 23 ( 1 ) — — 22 Total Consumers $ 428 $ 55 $ ( 37 ) $ 21 $ 7 $ 474 148 Table of Contents 12: Retirement Benefits Benefit Plans: CMS Energy and Consumers provide pension, OPEB, and other retirement benefits to employees under a number of different plans. These plans include: • non‑contributory, qualified DB Pension Plans (closed to new non‑union participants as of July 1, 2003 and closed to new union participants as of September 1, 2005) • a non‑contributory, qualified DCCP for employees hired on or after July 1, 2003 • benefits to certain management employees under a non‑contributory, nonqualified DB SERP (closed to new participants as of March 31, 2006) • a non‑contributory, nonqualified DC SERP for certain management employees hired or promoted on or after April 1, 2006 • a contributory, qualified defined contribution 401(k) plan • health care and life insurance benefits under an OPEB Plan DB Pension Plans: Participants in the pension plans include present and former employees of CMS Energy and Consumers, including certain present and former affiliates and subsidiaries. Pension plan trust assets are not distinguishable by company. Effective December 31, 2017, CMS Energy’s and Consumers’ then-existing pension plan was amended to include only retired and former employees already covered; this amended plan is referred to as DB Pension Plan B. Also effective December 31, 2017, active employees were moved to a newly created pension plan, referred to as DB Pension Plan A, whose benefits mirror those provided under DB Pension Plan B. Maintaining separate plans for the two groups allows CMS Energy and Consumers to employ a more targeted investment strategy and provides additional opportunities to mitigate risk and volatility. In September 2020, CMS Energy and Consumers determined it was probable that 2020 lump-sum payments to retired employees under DB Pension Plan A would exceed the plan’s service cost and interest cost components of net periodic cost for the year. These lump-sum payments constitute pension plan liability settlements; once such settlements meet the service and interest cost threshold, recognition in earnings is required. As a result, in accordance with GAAP, CMS Energy, including Consumers, performed a remeasurement of DB Pension Plan A as of August 31, 2020 and recognized a settlement loss of $ 36 million; $ 35 million of this amount was recognized by Consumers and deferred as a regulatory asset. At December 31, 2020, CMS Energy, including Consumers, recognized an additional settlement loss of $ 10 million for the period September 1, 2020 to December 31, 2020; $ 10 million of this amount was recognized by Consumers and deferred as a regulatory asset. CMS Energy and Consumers will amortize the regulatory asset over nine years . DCCP: CMS Energy and Consumers provide an employer contribution to the DCCP 401(k) plan for employees hired on or after July 1, 2003. The contribution ranges from five percent to seven percent of base pay, depending on years of service. Employees are not required to contribute in order to receive the plan’s employer contribution. DCCP expense for CMS Energy, including Consumers, was $ 33 million for the year ended December 31, 2020, $ 30 million for the year ended December 31, 2019, and $ 26 million for the year ended December 31, 2018. DCCP expense for Consumers was $ 31 million for the year ended December 31, 2020, $ 28 million for the year ended December 31, 2019, and $ 25 million for the year ended December 31, 2018. 149 Table of Contents DB SERP: The DB SERP is a nonqualified plan as defined by the Internal Revenue Code. DB SERP benefits are paid from a rabbi trust established in 1988. The trust assets are not considered plan assets under ASC 715. DB SERP rabbi trust earnings are taxable. Presented in the following table are the fair values of trust assets, ABO, and contributions for CMS Energy’s and Consumers’ DB SERP: In Millions Years Ended December 31 2020 2019 CMS Energy, including Consumers Trust assets $ 146 $ 143 ABO 159 149 Contributions 8 — Consumers Trust assets $ 107 $ 104 ABO 115 107 Contributions 5 — DC SERP: On April 1, 2006, CMS Energy and Consumers implemented a DC SERP and froze further new participation in the DB SERP. The DC SERP provides participants benefits ranging from five percent to 15 percent of total compensation. The DC SERP requires a minimum of five years of participation before vesting. CMS Energy’s and Consumers’ contributions to the plan, if any, are placed in a grantor trust. For CMS Energy and Consumers, trust assets were $ 11 million at December 31, 2020 and $ 8 million at December 31, 2019. DC SERP assets are included in other non‑current assets on CMS Energy’s and Consumers’ consolidated balance sheets. CMS Energy’s and Consumers’ DC SERP expense was $ 2 million for the years ended December 31, 2020 and 2019, and $ 1 million for the year ended December 31, 2018. 401(k) Plan: The 401(k) plan employer match equals 100 percent of eligible contributions up to the first three percent of an employee’s wages and 50 percent of eligible contributions up to the next two percent of an employee’s wages. The total 401(k) plan cost for CMS Energy, including Consumers, was $ 30 million for the year ended December 31, 2020, $ 28 million for the year ended December 31, 2019, and $ 27 million for the year ended December 31, 2018. The total 401(k) plan cost for Consumers was $ 29 million for the year ended December 31, 2020, $ 27 million for the year ended December 31, 2019, and $ 26 million for the year ended December 31, 2018. OPEB Plan: Participants in the OPEB Plan include all regular full-time employees covered by the employee health care plan on the day before retirement from either CMS Energy or Consumers at age 55 or older with at least ten full years of applicable continuous service. Regular full-time employees who qualify for disability retirement under the DB Pension Plans or are disabled and covered by the DCCP and who have 15 years of applicable continuous service may also participate in the OPEB Plan. Retiree health care costs were based on the assumption that costs would increase 6.50 percent in 2021 and 6.75 percent in 2020 for those under 65 and would increase 7.00 percent in 2021 and 7.25 percent in 2020 for those over 65. The rate of increase was assumed to decline to 4.75 percent by 2027 and thereafter for all retirees. 150 Table of Contents Assumptions: Presented in the following table are the weighted-average assumptions used in CMS Energy’s and Consumers’ retirement benefits plans to determine benefit obligations and net periodic benefit cost: December 31 2020 2019 2018 CMS Energy, including Consumers Weighted average for benefit obligations 1 Discount rate 2 DB Pension Plan A 2.73 % 3.37 % 4.48 % DB Pension Plan B 2.41 3.17 4.32 DB SERP 2.40 3.15 4.32 OPEB Plan 2.69 3.32 4.42 Rate of compensation increase DB Pension Plan A 3.70 3.50 3.50 DB SERP 5.50 5.50 5.50 Weighted average for net periodic benefit cost 1 Service cost discount rate 2,3 DB Pension Plan A 3.44 % 4.55 % 3.85 % DB SERP 3.46 4.58 3.83 OPEB Plan 3.57 4.63 3.93 Interest cost discount rate 2,3 DB Pension Plan A 2.92 4.08 3.39 DB Pension Plan B 2.74 3.93 3.24 DB SERP 2.74 3.94 3.26 OPEB Plan 2.88 4.03 3.35 Expected long-term rate of return on plan assets 4 DB Pension Plans 6.75 7.00 7.00 OPEB Plan 6.75 7.00 7.00 Rate of compensation increase DB Pension Plan A 3.50 3.50 3.50 DB SERP 5.50 5.50 5.50 1 The mortality assumption for benefit obligations was based on the Pri-2012 Mortality Table for 2020 and 2019 and the RP-2014 Mortality Table for 2018, with improvement scales MP-2020 for 2020, MP-2019 for 2019, and MP-2018 for 2018. The mortality assumption for net periodic benefit cost was based on the Pri-2012 Mortality Table for 2020 and the RP-2014 Mortality Table for 2019 and 2018, with improvement scales MP-2019 for 2020, MP-2018 for 2019, and MP-2017 for 2018. 2 The discount rate reflects the rate at which benefits could be effectively settled and is equal to the equivalent single rate resulting from a yield-curve analysis. This analysis incorporated the projected benefit payments specific to CMS Energy’s and Consumers’ DB Pension Plans and OPEB Plan and the yields on high-quality corporate bonds rated Aa or better. 3 CMS Energy and Consumers have elected to use a full-yield-curve approach in the estimation of service cost and interest cost; this approach applies individual spot rates along the yield curve to future projected benefit payments based on the time of payment. 4 CMS Energy and Consumers determined the long-term rate of return using historical market returns, the present and expected future economic environment, the capital market principles of risk and return, and the 151 Table of Contents expert opinions of individuals and firms with financial market knowledge. CMS Energy and Consumers considered the asset allocation of the portfolio in forecasting the future expected total return of the portfolio. The goal was to determine a long-term rate of return that could be incorporated into the planning of future cash flow requirements in conjunction with the change in the liability. Annually, CMS Energy and Consumers review for reasonableness and appropriateness the forecasted returns for various classes of assets used to construct an expected return model. CMS Energy’s and Consumers’ expected long-term rate of return on the assets of the DB Pension Plans was 6.75 percent in 2020. The actual return (loss) on the assets of the DB Pension Plans was 13.6 percent in 2020, 21.0 percent in 2019, and ( 6.7 ) percent in 2018. Costs: Presented in the following table are the costs (credits) and other changes in plan assets and benefit obligations incurred in CMS Energy’s and Consumers’ retirement benefits plans: In Millions DB Pension Plans and DB SERP OPEB Plan Years Ended December 31 2020 2019 2018 2020 2019 2018 CMS Energy, including Consumers Net periodic cost (credit) Service cost $ 50 $ 41 $ 48 $ 16 $ 14 $ 17 Interest cost 83 103 95 33 41 34 Settlement loss 1 — — — — — Expected return on plan assets ( 191 ) ( 162 ) ( 149 ) ( 100 ) ( 88 ) ( 97 ) Amortization of: Net loss 95 50 76 15 26 15 Prior service cost (credit) 1 1 3 ( 56 ) ( 62 ) ( 67 ) Settlement loss 2 — — — — — Net periodic cost (credit) $ 41 $ 33 $ 73 $ ( 92 ) $ ( 69 ) $ ( 98 ) Consumers Net periodic cost (credit) Service cost $ 49 $ 40 $ 47 $ 15 $ 13 $ 16 Interest cost 78 97 88 31 40 33 Expected return on plan assets ( 181 ) ( 153 ) ( 139 ) ( 93 ) ( 82 ) ( 91 ) Amortization of: Net loss 90 47 73 15 26 16 Prior service cost (credit) 1 1 3 ( 54 ) ( 61 ) ( 65 ) Settlement loss 2 — — — — — Net periodic cost (credit) $ 39 $ 32 $ 72 $ ( 86 ) $ ( 64 ) $ ( 91 ) CMS Energy and Consumers amortize net gains and losses in excess of ten percent of the greater of the PBO or the MRV over the average remaining service period for DB Pension Plan A and the OPEB Plan and over the average remaining life expectancy of participants for DB Pension Plan B. For DB Pension Plan A, the estimated period of amortization of gains and losses was eight years for the year ended December 31, 2020, and nine years for the years ended December 31, 2019 and 2018. For DB Pension Plan B, the estimated period of amortization of gains and losses was 19 years for the year ended December 31, 2020, and 20 years for the years ended December 31, 2019 and 2018. For the OPEB Plan, the estimated amortization period was nine years for the year ended December 31, 2020, and ten years for the years ended December 31, 2019 and 2018. Prior service cost (credit) amortization is established in the year in which the prior service cost (credit) first occurred, and is based on the same amortization period for all future years until the prior service cost 152 Table of Contents (credit) is fully amortized. CMS Energy and Consumers had new prior service costs for DB Pension Plan A in 2020. The estimated period of amortization of these new prior service costs is eight years . CMS Energy and Consumers had new prior service credits for OPEB in 2018. The estimated period of amortization of these new prior service credits is nine years . CMS Energy and Consumers determine the MRV for the assets of the DB Pension Plans as the fair value of plan assets on the measurement date, adjusted by the gains or losses that will not be admitted into the MRV until future years. CMS Energy and Consumers reflect each year’s gain or loss in the MRV in equal amounts over a five-year period beginning on the date the original amount was determined. CMS Energy and Consumers determine the MRV for OPEB Plan assets as the fair value of assets on the measurement date. 153 Table of Contents Reconciliations: Presented in the following table are reconciliations of the funded status of CMS Energy’s and Consumers’ retirement benefits plans with their retirement benefits plans’ liabilities: In Millions DB Pension Plans DB SERP OPEB Plan Years Ended December 31 2020 2019 2020 2019 2020 2019 CMS Energy, including Consumers Benefit obligation at beginning of period $ 2,973 $ 2,512 $ 150 $ 140 $ 1,165 $ 1,045 Service cost 50 41 — — 16 14 Interest cost 79 98 4 5 33 41 Plan amendments 24 — — — — — Actuarial loss 355 1 476 1 16 15 39 1 110 1 Benefits paid ( 215 ) ( 154 ) ( 10 ) ( 10 ) ( 48 ) ( 45 ) Benefit obligation at end of period $ 3,266 $ 2,973 $ 160 $ 150 $ 1,205 $ 1,165 Plan assets at fair value at beginning of period $ 2,546 $ 2,247 $ — $ — $ 1,509 $ 1,280 Actual return on plan assets 371 453 — — 182 273 Company contribution 700 — 10 10 1 — Actual benefits paid ( 215 ) ( 154 ) ( 10 ) ( 10 ) ( 47 ) ( 44 ) Plan assets at fair value at end of period $ 3,402 $ 2,546 $ — $ — $ 1,645 $ 1,509 Funded status $ 136 2 $ ( 427 ) 2 $ ( 160 ) $ ( 150 ) $ 440 $ 344 Consumers Benefit obligation at beginning of period $ 109 $ 101 $ 1,120 $ 1,004 Service cost — — 15 13 Interest cost 3 4 31 40 Actuarial loss 12 11 37 1 106 1 Benefits paid ( 7 ) ( 7 ) ( 45 ) ( 43 ) Benefit obligation at end of period $ 117 $ 109 $ 1,158 $ 1,120 Plan assets at fair value at beginning of period $ — $ — $ 1,410 $ 1,197 Actual return on plan assets — — 169 255 Company contribution 7 7 1 — Actual benefits paid ( 7 ) ( 7 ) ( 45 ) ( 42 ) Plan assets at fair value at end of period $ — $ — $ 1,535 $ 1,410 Funded status $ ( 117 ) $ ( 109 ) $ 377 $ 290 1 The actuarial loss for 2020 and 2019 for the DB Pension Plans was primarily the result of lower discount rates and lower interest rates used to calculate the value of lump-sum payments. The actuarial loss for 2020 and 2019 for the OPEB Plan was primarily the result of lower discount rates. 2 The total funded status of the DB Pension Plans attributable to Consumers, based on an allocation of expenses, was $ 138 million at December 31, 2020 and $( 408 ) million at December 31, 2019. 154 Table of Contents Presented in the following table is the classification of CMS Energy’s and Consumers’ retirement benefit plans’ assets and liabilities: In Millions December 31 2020 2019 CMS Energy, including Consumers Non-current assets DB Pension Plans $ 136 $ 104 OPEB Plan 440 344 Current liabilities DB SERP 10 10 Non-current liabilities DB Pension Plans — 531 DB SERP 150 140 Consumers Non-current assets DB Pension Plans $ 138 $ 109 OPEB Plan 377 290 Current liabilities DB SERP 7 7 Non-current liabilities DB Pension Plans — 517 DB SERP 110 102 The ABO for the DB Pension Plans was $ 2.9 billion at December 31, 2020 and $ 2.6 billion at December 31, 2019. At December 31, 2019, the PBO and ABO for one of the defined benefit pension plans exceeded plan assets; presented in the following table is information related to that plan: In Millions December 31 2019 CMS Energy, including Consumers PBO $ 1,736 ABO 1,398 Fair value of plan assets 1,205 155 Table of Contents Items Not Yet Recognized as a Component of Net Periodic Benefit Cost: Presented in the following table are the amounts recognized in regulatory assets and AOCI that have not been recognized as components of net periodic benefit cost. For additional details on regulatory assets, see Note 3, Regulatory Matters. In Millions DB Pension Plans and DB SERP OPEB Plan December 31 2020 2019 2020 2019 CMS Energy, including Consumers Regulatory assets Net loss $ 1,194 $ 1,114 $ 254 $ 308 Prior service cost (credit) 29 8 ( 246 ) ( 300 ) Regulatory assets $ 1,223 $ 1,122 $ 8 $ 8 AOCI Net loss (gain) 120 105 ( 10 ) ( 6 ) Prior service cost (credit) 1 — ( 6 ) ( 8 ) Total amounts recognized in regulatory assets and AOCI $ 1,344 $ 1,227 $ ( 8 ) $ ( 6 ) Consumers Regulatory assets Net loss $ 1,194 $ 1,114 $ 254 $ 308 Prior service cost (credit) 29 8 ( 246 ) ( 300 ) Regulatory assets $ 1,223 $ 1,122 $ 8 $ 8 AOCI Net loss 47 36 — — Total amounts recognized in regulatory assets and AOCI $ 1,270 $ 1,158 $ 8 $ 8 Plan Assets: Presented in the following tables are the fair values of the assets of CMS Energy’s DB Pension Plans and OPEB Plan, by asset category and by level within the fair value hierarchy. For additional details regarding the fair value hierarchy, see Note 6, Fair Value Measurements. In Millions DB Pension Plans December 31, 2020 December 31, 2019 Total Level 1 Level 2 Total Level 1 Level 2 CMS Energy, including Consumers Cash and short-term investments $ 115 $ 115 $ — $ 44 $ 44 $ — U.S. government and agencies securities 150 — 150 66 — 66 Corporate debt 540 — 540 493 — 493 State and municipal bonds 11 — 11 17 — 17 Foreign corporate bonds 41 — 41 33 — 33 Mutual funds 971 971 — 640 640 — $ 1,828 $ 1,086 $ 742 $ 1,293 $ 684 $ 609 Pooled funds 1,574 1,253 Total $ 3,402 $ 2,546 156 Table of Contents In Millions OPEB Plan December 31, 2020 December 31, 2019 Total Level 1 Level 2 Total Level 1 Level 2 CMS Energy, including Consumers Cash and short-term investments $ 33 $ 33 $ — $ 9 $ 9 $ — U.S. government and agencies securities 18 — 18 10 — 10 Corporate debt 64 — 64 71 — 71 State and municipal bonds 2 — 2 2 — 2 Foreign corporate bonds 5 — 5 5 — 5 Common stocks 66 66 — 55 55 — Mutual funds 807 807 — 713 713 — $ 995 $ 906 $ 89 $ 865 $ 777 $ 88 Pooled funds 650 644 Total $ 1,645 $ 1,509 Cash and Short-Term Investments: Cash and short-term investments consist of money market funds with daily liquidity. U.S. Government and Agencies Securities: U.S. government and agencies securities consist of U.S. Treasury notes and other debt securities backed by the U.S. government and related agencies. These securities are valued based on quoted market prices. Corporate Debt: Corporate debt investments consist of investment grade bonds of U.S. issuers from diverse industries. These securities are valued based on quoted market prices, when available, or yields available on comparable securities of issuers with similar credit ratings. State and Municipal Bonds: State and municipal bonds are valued using a matrix-pricing model that incorporates Level 2 market-based information. The fair value of the bonds is derived from various observable inputs, including benchmark yields, reported securities trades, broker/dealer quotes, bond ratings, and general information on market movements for investment grade state and municipal securities normally considered by market participants when pricing such debt securities. Foreign Corporate Bonds: Foreign corporate debt securities are valued based on quoted market prices, when available, or on yields available on comparable securities of issuers with similar credit ratings. Common Stocks: Common stocks in the OPEB Plan consist of equity securities that are actively managed and tracked to the S&P 500 Index. These securities are valued at their quoted closing prices. Mutual Funds: Mutual funds represent shares in registered investment companies that are priced based on the daily quoted net asset values that are publicly available and are the basis for transactions to buy or sell shares in the funds. Pooled Funds: Pooled funds include both common and collective trust funds as well as special funds that contain only employee benefit plan assets from two or more unrelated benefit plans. These funds primarily consist of U.S. and foreign equity securities, but also include U.S. and foreign fixed-income securities and multi-asset investments. Since these investments are valued at their net asset value as a practical expedient, they are not classified in the fair value hierarchy. 157 Table of Contents Asset Allocations: Presented in the following table are the investment components of the assets of CMS Energy’s DB Pension Plans and OPEB Plan as of December 31, 2020: DB Pension Plans OPEB Plan Equity securities 55.0 % 50.0 % Fixed-income securities 34.0 30.0 Multi-asset investments 11.0 20.0 100.0 % 100.0 % CMS Energy’s target 2020 asset allocation for the assets of the DB Pension Plans was 53 percent equity, 35 percent fixed income, and 12 percent multi-asset investments. The goal of this target asset allocation was to maximize the long-term return on plan assets, while maintaining a prudent level of risk. The level of acceptable risk is a function of the liabilities of the plan. Equity investments are diversified mostly across the S&P 500 Index, with lesser allocations to the S&P MidCap and SmallCap Indexes and Foreign Equity Funds. Fixed-income investments are diversified across investment grade instruments of government and corporate issuers as well as high-yield and global bond funds. Multi-assets are diversified across absolute return investment approaches and global tactical asset allocation, such as inflation protected securities, real estate investment trusts, commodities, currency, and preferred stock. CMS Energy uses annual liability measurements, quarterly portfolio reviews, and periodic asset/liability studies to evaluate the need for adjustments to the portfolio allocation. CMS Energy established union and non‑union VEBA trusts to fund future retiree health and life insurance benefits. These trusts are funded through the ratemaking process for Consumers and through direct contributions from the non‑utility subsidiaries. CMS Energy’s target 2020 asset allocation for the health trusts was 50 percent equity, 30 percent fixed income, and 20 percent multi-asset investments. CMS Energy’s target asset allocation for the life trusts was 42 percent equity, 28 percent fixed income, and 30 percent multi-asset investments. The goal of these target allocations was to maximize the long-term return on plan assets, while maintaining a prudent level of risk. The level of acceptable risk is a function of the liabilities of the plans. Equity investments are diversified mostly across the S&P 500 Index, with lesser allocations to the S&P SmallCap Index and Foreign Equity Funds. Fixed-income investments are diversified across investment grade instruments of government and corporate issuers. Multi-assets are diversified across absolute return investment approaches and global tactical asset allocation, such as inflation protected securities, real estate investment trusts, commodities, currency and preferred stock. CMS Energy uses annual liability measurements, quarterly portfolio reviews, and periodic asset/liability studies to evaluate the need for adjustments to the portfolio allocation. Contributions: Presented in the following table are the contributions to CMS Energy’s and Consumers’ DB Pension Plans and OPEB Plan: In Millions Years Ended December 31 2020 2019 CMS Energy, including Consumers DB Pension Plans $ 700 $ — OPEB Plan 1 — Consumers DB Pension Plans $ 682 $ — OPEB Plan 1 — Contributions comprise required amounts and discretionary contributions. Neither CMS Energy nor Consumers plans to contribute to the DB Pension Plans or OPEB Plan in 2021. Actual future 158 Table of Contents contributions will depend on future investment performance, discount rates, and various factors related to the participants of the DB Pension Plans and OPEB Plan. CMS Energy and Consumers will, at a minimum, contribute to the plans as needed to comply with federal funding requirements. Benefit Payments: Presented in the following table are the expected benefit payments for each of the next five years and the five-year period thereafter: In Millions DB Pension Plans DB SERP OPEB Plan CMS Energy, including Consumers 2021 $ 191 $ 10 $ 52 2022 188 10 54 2023 184 10 56 2024 182 10 57 2025 182 10 58 2026-2030 890 46 299 Consumers 2021 $ 181 $ 7 $ 50 2022 178 7 52 2023 175 7 53 2024 173 7 55 2025 172 7 56 2026-2030 845 32 286 Collective Bargaining Agreements: At December 31, 2020, unions represented 41 percent of CMS Energy’s employees and 44 percent of Consumers’ employees. The UWUA represents Consumers’ operating, maintenance, construction, and customer contact center employees. The USW represents Zeeland plant employees. The UWUA and USW agreements expired and new agreements were ratified in 2020. These union contracts expire in 2025. 13: Stock-Based Compensation CMS Energy and Consumers provide a PISP to officers, employees, and non‑employee directors based on their contributions to the successful management of the company. The PISP has a ten-year term, expiring in May 2030. In 2020, all awards were in the form of restricted stock or restricted stock units. The PISP also allows for unrestricted common stock, stock options, stock appreciation rights, phantom shares, performance units, and incentive options, none of which was granted in 2020, 2019, or 2018. Shares awarded or subject to stock options, phantom shares, or performance units may not exceed 6.5 million shares from June 2020 through May 2030. CMS Energy and Consumers may issue awards of up to 6,477,579 shares of common stock under the PISP as of December 31, 2020. Shares for which payment or exercise is in cash, as well as shares that expire, terminate, or are canceled or forfeited, may be awarded or granted again under the PISP. All awards under the PISP vest fully upon death. Upon a change of control of CMS Energy or termination under an officer separation agreement, the awards will vest in accordance with specific officer 159 Table of Contents agreements. If stated in the award, for restricted stock recipients who terminate employment due to retirement or disability, a pro-rata portion of the award will vest upon termination, with any market-based award also contingent upon the outcome of the market condition and any performance-based award contingent upon the outcome of the performance condition. The pro-rata portion is equal to the portion of the service period served between the award grant date and the employee’s termination date. The remaining portion of the awards will be forfeited. All awards for directors vest fully upon retirement. Restricted shares may be forfeited if employment terminates for any other reason or if the minimum service requirements are not met, as described in the award document. Restricted Stock Awards: Restricted stock awards for employees under the PISP are in the form of performance-based, market-based, and time-lapse restricted stock. Award recipients receive shares of CMS Energy common stock that have dividend and voting rights. The dividends on time-lapse restricted stock are paid in cash or in CMS Energy common stock. The dividends on performance-based and market-based restricted stock are paid in restricted shares equal to the value of the dividends. These additional restricted shares are subject to the same vesting conditions as the underlying restricted stock shares. Performance-based restricted stock vesting is contingent on meeting at least a 36 -month service requirement and a performance condition. The performance condition is based on an adjusted measure of CMS Energy’s EPS growth relative to a peer group over a three-year period. The awards granted in 2020, 2019, and 2018 require a 38 -month service period. Market-based restricted stock vesting is generally contingent on meeting a three-year service requirement and a market condition. The market condition is based on a comparison of CMS Energy’s total shareholder return with the median total shareholder return of a peer group over the same three-year period. Depending on the outcome of the performance condition or the market condition, a recipient may earn a total award ranging from zero to 200 percent of the initial grant. Time-lapse restricted stock generally vests after a service period of three years . Restricted Stock Units: In 2020, 2019, and 2018, CMS Energy and Consumers granted restricted stock units to certain non‑employee directors who elected to defer their restricted stock awards. The restricted stock units generally vest after a service period of one year or, if earlier, at the next annual meeting. The restricted stock units will be distributed to the recipients as shares in accordance with the directors’ deferral agreements. Restricted stock units do not have voting rights, but do have dividend rights. In lieu of cash dividend payments, the dividends on restricted stock units are paid in additional units equal to the value of the dividends. These additional restricted stock units are subject to the same vesting and distribution conditions as the underlying restricted stock units. No restricted stock units were forfeited during 2020. 160 Table of Contents Presented in the following tables is the activity for restricted stock and restricted stock units under the PISP: CMS Energy, including Consumers Consumers Year Ended December 31, 2020 Number of Shares Weighted-Average Grant Date Fair Value per Share Number of Shares Weighted-Average Grant Date Fair Value per Share Nonvested at beginning of period 1,186,962 $ 44.56 1,138,182 $ 44.57 Granted Restricted stock 512,326 45.56 490,346 45.53 Restricted stock units 15,074 49.76 14,409 49.70 Vested Restricted stock ( 551,897 ) 30.98 ( 532,833 ) 31.04 Restricted stock units ( 15,234 ) 49.24 ( 14,517 ) 49.50 Forfeited – restricted stock ( 329,874 ) 51.22 ( 314,056 ) 51.22 Nonvested at end of period 817,357 $ 51.68 781,531 $ 51.73 Year Ended December 31, 2020 CMS Energy, including Consumers Consumers Granted Time-lapse awards 106,520 101,439 Market-based awards 123,246 118,011 Performance-based awards 123,246 118,011 Restricted stock units 13,405 12,800 Dividends on market-based awards 17,937 17,152 Dividends on performance-based awards 17,505 16,736 Dividends on restricted stock units 1,669 1,609 Additional market-based shares based on achievement of condition 71,678 68,857 Additional performance-based shares based on achievement of condition 52,194 50,140 Total granted 527,400 504,755 CMS Energy and Consumers charge the fair value of the restricted stock awards to expense over the required service period and charge the fair value of the restricted stock units to expense immediately. For performance-based awards, CMS Energy and Consumers estimate the number of shares expected to vest at the end of the performance period based on the probable achievement of the performance objective. Performance-based and market-based restricted stock awards have graded vesting features for retirement-eligible employees, and CMS Energy and Consumers recognize expense for those awards on a graded vesting schedule over the required service period. Expense for performance-based and market-based restricted stock awards for non‑retirement-eligible employees and time-lapse awards is recognized on a straight-line basis over the required service period. The fair value of performance-based and time-lapse restricted stock and restricted stock units is based on the price of CMS Energy’s common stock on the grant date. The fair value of market-based restricted stock awards is calculated on the grant date using a Monte Carlo simulation. CMS Energy and Consumers base expected volatilities on the historical volatility of the price of CMS Energy common stock. The risk-free rate for valuation of the market-based restricted stock awards was based on the three-year U.S. Treasury yield at the award grant date. 161 Table of Contents Presented in the following table are the most significant assumptions used to estimate the fair value of the market-based restricted stock awards: Years Ended December 31 2020 2019 2018 Expected volatility 14.2 % 14.9 % 16.7 % Expected dividend yield 2.4 2.8 2.8 Risk-free rate 1.6 2.5 2.1 Presented in the following table is the weighted-average grant-date fair value of all awards under the PISP: In Millions Years Ended December 31 2020 2019 2018 CMS Energy, including Consumers Weighted-average grant-date fair value per share Restricted stock granted $ 45.56 $ 43.57 $ 26.49 Restricted stock units granted 49.76 50.35 41.77 Consumers Weighted-average grant-date fair value per share Restricted stock granted $ 45.53 $ 43.57 $ 26.51 Restricted stock units granted 49.70 51.15 42.01 Presented in the following table are amounts related to restricted stock awards and restricted stock units: In Millions Years Ended December 31 2020 2019 2018 CMS Energy, including Consumers Fair value of shares that vested during the year $ 22 $ 26 $ 27 Compensation expense recognized 11 22 17 Income tax benefit recognized 3 1 1 Consumers Fair value of shares that vested during the year $ 21 $ 25 $ 26 Compensation expense recognized 10 21 16 Income tax benefit recognized 3 1 1 At December 31, 2020, $ 18.5 million of total unrecognized compensation cost was related to restricted stock for CMS Energy, including Consumers, and $ 17.7 million of total unrecognized compensation cost was related to restricted stock for Consumers. CMS Energy and Consumers expect to recognize this cost over a weighted-average period of two years . 162 Table of Contents 14: Income Taxes CMS Energy and its subsidiaries file a consolidated U.S. federal income tax return as well as a Michigan Corporate Income Tax return for the unitary business group and various other state unitary group combined income tax returns. Income taxes are allocated based on each company’s separate taxable income in accordance with the CMS Energy tax sharing agreement. Presented in the following table is the difference between actual income tax expense on continuing operations and income tax expense computed by applying the statutory U.S. federal income tax rate: In Millions, Except Tax Rate Years Ended December 31 2020 2019 2018 CMS Energy, including Consumers Income from continuing operations before income taxes $ 885 $ 829 $ 774 Income tax expense at statutory rate 186 174 163 Increase (decrease) in income taxes from: State and local income taxes, net of federal effect 46 48 46 TCJA excess deferred taxes 1 ( 35 ) ( 31 ) ( 26 ) Production tax credits ( 28 ) ( 20 ) ( 14 ) Accelerated flow-through of regulatory tax benefits 2 ( 13 ) ( 13 ) ( 39 ) Research and development tax credits, net 3 ( 11 ) ( 2 ) ( 11 ) Refund of alternative minimum tax sequestration 4 ( 9 ) — — Other, net ( 3 ) ( 9 ) ( 4 ) Income tax expense $ 133 $ 147 $ 115 Effective tax rate 15.0 % 17.7 % 14.9 % Consumers Income from continuing operations before income taxes $ 989 $ 928 $ 847 Income tax expense at statutory rate 208 195 178 Increase (decrease) in income taxes from: State and local income taxes, net of federal effect 47 53 51 TCJA excess deferred taxes 1 ( 35 ) ( 31 ) ( 26 ) Accelerated flow-through of regulatory tax benefits 2 ( 13 ) ( 13 ) ( 39 ) Production tax credits ( 19 ) ( 12 ) ( 12 ) Research and development tax credits, net 3 ( 11 ) ( 2 ) ( 11 ) Other, net ( 4 ) ( 5 ) 1 Income tax expense $ 173 $ 185 $ 142 Effective tax rate 17.5 % 19.9 % 16.8 % 1 In December 2017, Consumers remeasured its deferred tax assets and liabilities at the new federal tax rate enacted by the TCJA and recorded a net $ 1.6 billion regulatory liability. As a result of an order received in September 2019, Consumers began refunding these excess deferred taxes to customers. In September 2020, the MPSC approved a settlement agreement in Consumers’ 2019 gas rate case including Consumers’ request to accelerate the amortization of its regulatory liability associated with the unprotected, non ‑ property-related excess deferred income taxes resulting from the TCJA. Consumers will increase its TCJA amortization to fully refund this regulatory liability during the period October 2021 through September 2022 instead of the previous amortization schedule through 2029. 2 In 2013, the MPSC issued an order authorizing Consumers to accelerate the flow-through to electric and gas customers of certain income tax benefits associated primarily with the cost of removal of plant placed 163 Table of Contents in service before 1993. Consumers implemented this regulatory treatment beginning in 2014, with the electric portion ending in 2018 and the gas portion expected to continue through 2025. In September 2020, the MPSC approved a settlement agreement in Consumers’ 2019 gas rate case including Consumers’ request to accelerate the amortization of this income tax benefit to fully amortize the balance during the period October 2021 through September 2022 instead of the previous amortization schedule through 2025. 3 In March 2020, CMS Energy finalized a study of research and development tax credits for tax years 2012 through 2018. As a result, in 2020, CMS Energy, including Consumers, recognized a $ 9 million increase in the credit, net of reserves for uncertain tax positions. Of this amount, $ 8 million was recognized at Consumers. Also, in March 2018, Consumers finalized a study of research and development tax credits for the tax years 2012 through 2016. As a result, CMS Energy and Consumers recognized an $ 8 million increase in the credit, net of reserves for uncertain tax positions, at that time. 4 In January 2020, the IRS issued a decision restoring alternative minimum tax credit refunds sequestered in years prior to 2018. As a result, in 2020, CMS Energy recognized a $ 9 million income tax benefit for sequestered amounts related to its 2017 tax return. CMS Energy received the refund in April 2020. Presented in the following table are the significant components of income tax expense on continuing operations: In Millions Years Ended December 31 2020 2019 2018 CMS Energy, including Consumers Current income taxes Federal $ ( 35 ) $ ( 31 ) $ ( 67 ) State and local ( 2 ) 28 — $ ( 37 ) $ ( 3 ) $ ( 67 ) Deferred income taxes Federal 115 97 112 State and local 60 32 58 $ 175 $ 129 $ 170 Deferred income tax credit ( 5 ) 21 12 Tax expense $ 133 $ 147 $ 115 Consumers Current income taxes Federal $ 3 $ 107 $ 6 State and local ( 7 ) 41 13 $ ( 4 ) $ 148 $ 19 Deferred income taxes Federal 115 ( 10 ) 60 State and local 67 26 51 $ 182 $ 16 $ 111 Deferred income tax credit ( 5 ) 21 12 Tax expense $ 173 $ 185 $ 142 164 Table of Contents Presented in the following table are the principal components of deferred income tax assets (liabilities) recognized: In Millions December 31 2020 2019 CMS Energy, including Consumers Deferred income tax assets Tax loss and credit carryforwards $ 483 $ 239 Net regulatory tax liability 372 385 Reserves and accruals 62 43 Total deferred income tax assets $ 917 $ 667 Valuation allowance ( 1 ) ( 2 ) Total deferred income tax assets, net of valuation allowance $ 916 $ 665 Deferred income tax liabilities Plant, property, and equipment $ ( 2,287 ) $ ( 2,033 ) Employee benefits ( 364 ) ( 172 ) Securitized costs ( 53 ) ( 59 ) Gas inventory ( 24 ) ( 32 ) Other ( 51 ) ( 24 ) Total deferred income tax liabilities $ ( 2,779 ) $ ( 2,320 ) Total net deferred income tax liabilities $ ( 1,863 ) $ ( 1,655 ) Consumers Deferred income tax assets Net regulatory tax liability $ 372 $ 385 Tax loss and credit carryforwards 216 20 Reserves and accruals 24 24 Total deferred income tax assets $ 612 $ 429 Deferred income tax liabilities Plant, property, and equipment $ ( 2,230 ) $ ( 1,995 ) Employee benefits ( 365 ) ( 178 ) Securitized costs ( 53 ) ( 59 ) Gas inventory ( 24 ) ( 32 ) Other ( 34 ) ( 29 ) Total deferred income tax liabilities $ ( 2,706 ) $ ( 2,293 ) Total net deferred income tax liabilities $ ( 2,094 ) $ ( 1,864 ) Deferred tax assets and liabilities are recognized for the estimated future tax effect of temporary differences between the tax basis of assets or liabilities and the reported amounts on CMS Energy’s and Consumers’ consolidated financial statements. 165 Table of Contents Presented in the following table are the tax loss and credit carryforwards at December 31, 2020: In Millions Gross Amount Tax Attribute Expiration CMS Energy, including Consumers Federal net operating loss carryforwards $ 747 $ 157 None State net operating loss carryforwards 1,241 78 2030 Local net operating loss carryforwards 346 3 2024 – 2040 General business credits 245 245 2026 – 2040 Total tax attributes $ 483 Consumers Federal net operating loss carryforwards $ 505 $ 106 None State net operating loss carryforwards 1,026 61 2030 General business credits 49 49 2027 – 2040 Total tax attributes $ 216 CMS Energy has provided a valuation allowance of $ 1 million for the local tax loss carryforward. CMS Energy and Consumers expect to utilize fully their tax loss and credit carryforwards for which no valuation allowance has been provided. It is reasonably possible that further adjustments will be made to the valuation allowances within one year. As a result of a provision in the TCJA, as amended by the CARES Act, CMS Energy recovered all of its remaining alternative minimum tax credits in 2020. CMS Energy utilized $ 7 million of these credits on its 2019 consolidated tax return, and received the remaining $ 69 million through a cash refund. Presented in the following table is a reconciliation of the beginning and ending amount of uncertain tax benefits: In Millions Years Ended December 31 2020 2019 2018 CMS Energy, including Consumers Balance at beginning of period $ 23 $ 19 $ 14 Additions for current-year tax positions 1 1 1 Additions for prior-year tax positions 3 3 4 Reductions for prior-year tax positions ( 2 ) — — Balance at end of period $ 25 $ 23 $ 19 Consumers Balance at beginning of period $ 34 $ 28 $ 21 Additions for current-year tax positions 1 1 2 Additions for prior-year tax positions 4 5 5 Reductions for prior-year tax positions ( 8 ) — — Balance at end of period $ 31 $ 34 $ 28 If recognized, all of these uncertain tax benefits would affect CMS Energy’s and Consumers’ annual effective tax rates in future years. A trial is anticipated in 2021 with the Michigan Tax Tribunal related to the methodology of state apportionment for Consumers’ electricity sales to MISO. A favorable outcome 166 Table of Contents of the court case or a potential settlement could result in a tax benefit of up to $ 9 million in the next 12 months. CMS Energy and Consumers recognize accrued interest and penalties, where applicable, as part of income tax expense. CMS Energy, including Consumers, recognized no interest or penalties for the years ended December 31, 2020, 2019, or 2018. The amount of income taxes paid is subject to ongoing audits by federal, state, local, and foreign tax authorities, which can result in proposed assessments. CMS Energy’s federal income tax returns for 2017 and subsequent years remain subject to examination by the IRS. CMS Energy’s Michigan Corporate Income Tax returns for 2013 and subsequent years remain subject to examination by the State of Michigan. CMS Energy’s and Consumers’ estimate of the potential outcome for any uncertain tax issue is highly judgmental. CMS Energy and Consumers believe that their accrued tax liabilities at December 31, 2020 were adequate for all years. 15: Earnings Per Share—CMS Energy Presented in the following table are CMS Energy’s basic and diluted EPS computations based on net income: In Millions, Except Per Share Amounts Years Ended December 31 2020 2019 2018 Income available to common stockholders Net income $ 752 $ 682 $ 659 Less income (loss) attributable to noncontrolling interests ( 3 ) 2 2 Net income available to common stockholders – basic and diluted $ 755 $ 680 $ 657 Average common shares outstanding Weighted-average shares – basic 285.0 283.0 282.2 Add dilutive nonvested stock awards 0.7 0.7 0.7 Add dilutive forward equity sale contracts 0.6 0.6 — Weighted-average shares – diluted 286.3 284.3 282.9 Net income per average common share available to common stockholders Basic $ 2.65 $ 2.40 $ 2.33 Diluted 2.64 2.39 2.32 Nonvested Stock Awards CMS Energy’s nonvested stock awards are composed of participating and non‑participating securities. The participating securities accrue cash dividends when common stockholders receive dividends. Since the recipient is not required to return the dividends to CMS Energy if the recipient forfeits the award, the nonvested stock awards are considered participating securities. As such, the participating nonvested stock awards were included in the computation of basic EPS. The non‑participating securities accrue stock dividends that vest concurrently with the stock award. If the recipient forfeits the award, the stock dividends accrued on the non‑participating securities are also forfeited. Accordingly, the non‑participating awards and stock dividends were included in the computation of diluted EPS, but not in the computation of basic EPS. 167 Table of Contents Forward Equity Sale Contracts CMS Energy has entered into forward equity sale contracts. These forward equity sale contracts are non‑participating securities. While the forward sale price in the forward equity sale contract is decreased on certain dates by certain predetermined amounts to reflect expected dividend payments, these price adjustments were set upon inception of the agreement and the forward contract does not give the owner the right to participate in undistributed earnings. Accordingly, the forward equity sale contracts were included in the computation of diluted EPS, but not in the computation of basic EPS. For further details on the forward equity sale contracts, see Note 5, Financings and Capitalization. 16: Revenue Presented in the following tables are the components of operating revenue: In Millions Year Ended December 31, 2020 Electric Utility Gas Utility Enterprises 1 EnerBank Consolidated CMS Energy, including Consumers Consumers utility revenue $ 4,348 $ 1,809 $ — $ — $ 6,157 Other — — 81 — 81 Revenue recognized from contracts with customers $ 4,348 $ 1,809 $ 81 $ — $ 6,238 Leasing income — — 148 — 148 Financing income 11 6 — 262 279 Consumers alternative-revenue programs 29 14 — — 43 Consumers revenues to be refunded ( 16 ) ( 12 ) — — ( 28 ) Total operating revenue – CMS Energy $ 4,372 $ 1,817 $ 229 $ 262 $ 6,680 Consumers Consumers utility revenue Residential $ 2,109 $ 1,232 $ 3,341 Commercial 1,444 337 1,781 Industrial 570 46 616 Other 225 194 419 Revenue recognized from contracts with customers $ 4,348 $ 1,809 $ 6,157 Financing income 11 6 17 Alternative-revenue programs 29 14 43 Revenues to be refunded ( 16 ) ( 12 ) ( 28 ) Total operating revenue – Consumers $ 4,372 $ 1,817 $ 6,189 1 Amounts represent the enterprises segment’s operating revenue from independent power production and its sales of energy commodities. 168 Table of Contents In Millions Year Ended December 31, 2019 Electric Utility Gas Utility Enterprises 1 EnerBank Consolidated CMS Energy, including Consumers Consumers utility revenue $ 4,407 $ 1,922 $ — $ — $ 6,329 Other — — 74 — 74 Revenue recognized from contracts with customers $ 4,407 $ 1,922 $ 74 $ — $ 6,403 Leasing income — — 174 — 174 Financing income 9 5 — 221 235 Consumers alternative-revenue programs 23 10 — — 33 Total operating revenue – CMS Energy $ 4,439 $ 1,937 $ 248 $ 221 $ 6,845 Consumers Consumers utility revenue Residential $ 1,988 $ 1,316 $ 3,304 Commercial 1,502 372 1,874 Industrial 669 51 720 Other 248 183 431 Revenue recognized from contracts with customers $ 4,407 $ 1,922 $ 6,329 Financing income 9 5 14 Alternative-revenue programs 23 10 33 Total operating revenue – Consumers $ 4,439 $ 1,937 $ 6,376 1 Amounts represent the enterprises segment’s operating revenue from independent power production and its sales of energy commodities. 169 Table of Contents In Millions Year Ended December 31, 2018 Electric Utility Gas Utility Enterprises 1 EnerBank Consolidated CMS Energy, including Consumers Consumers utility revenue $ 4,528 $ 1,882 $ — $ — $ 6,410 Other — — 92 — 92 Revenue recognized from contracts with customers $ 4,528 $ 1,882 $ 92 $ — $ 6,502 Leasing income — — 160 — 160 Financing income 10 5 — 157 172 Consumers alternative-revenue programs 23 16 — — 39 Total operating revenue – CMS Energy $ 4,561 $ 1,903 $ 252 $ 157 $ 6,873 Consumers Consumers utility revenue Residential $ 2,049 $ 1,284 $ 3,333 Commercial 1,545 367 1,912 Industrial 674 55 729 Other 260 176 436 Revenue recognized from contracts with customers $ 4,528 $ 1,882 $ 6,410 Financing income 10 5 15 Alternative-revenue programs 23 16 39 Total operating revenue – Consumers $ 4,561 $ 1,903 $ 6,464 1 Amounts represent the enterprises segment’s operating revenue from independent power production and its sales of energy commodities. Electric and Gas Utilities Consumers Utility Revenue: Consumers recognizes revenue primarily from the sale of electric and gas utility services at tariff-based rates regulated by the MPSC. Consumers’ customer base consists of a mix of residential, commercial, and diversified industrial customers. Consumers’ tariff-based sales performance obligations are described below. • Consumers has performance obligations for the service of standing ready to deliver electricity or natural gas to customers, and it satisfies these performance obligations over time. Consumers recognizes revenue at a fixed rate as it provides these services. These arrangements generally do not have fixed terms and remain in effect as long as the customer consumes the utility service. The rates are set by the MPSC through the rate-making process and represent the stand-alone selling price of Consumers’ service to stand ready to deliver. • Consumers has performance obligations for the service of delivering the commodity of electricity or natural gas to customers, and it satisfies these performance obligations upon delivery. Consumers recognizes revenue at a price per unit of electricity or natural gas delivered, based on the tariffs established by the MPSC. These arrangements generally do not have fixed terms and remain in effect as long as the customer consumes the utility service. The rates are set by the MPSC through the rate-making process and represent the stand-alone selling price of a bundled product comprising the commodity, electricity or natural gas, and the service of delivering such commodity. 170 Table of Contents In some instances, Consumers has specific fixed-term contracts with large commercial and industrial customers to provide electricity or gas at certain tariff rates or to provide gas transportation services at contracted rates. The amount of electricity and gas to be delivered under these contracts and the associated future revenue to be received are generally dependent on the customers’ needs. Accordingly, Consumers recognizes revenues at the tariff or contracted rate as electricity or gas is delivered to the customer. Consumers also has other miscellaneous contracts with customers related to pole and other property rentals, appliance service plans, and utility contract work. Generally, these contracts are short term or evergreen in nature. Accounts Receivable and Unbilled Revenues: Accounts receivable comprise trade receivables and unbilled receivables. CMS Energy and Consumers record their accounts receivable at cost less an allowance for uncollectible accounts. The allowance is increased for uncollectible accounts expense and decreased for account write-offs net of recoveries. CMS Energy and Consumers establish the allowance based on historical losses, management’s assessment of existing economic conditions, customer payment trends, and reasonable and supported forecast information. CMS Energy and Consumers assess late payment fees on trade receivables based on contractual past-due terms established with customers. Accounts are written off when deemed uncollectible, which is generally when they become six months past due. CMS Energy and Consumers recorded uncollectible accounts expense of $ 33 million for the year ended December 31, 2020, and $ 29 million for the years ended December 31, 2019 and 2018. At December 31, 2020, Consumers had deferred $ 4 million of uncollectible accounts expense as a non-current regulatory asset. For additional information, see Note 3, Regulatory Matters. Consumers’ customers are billed monthly in cycles having billing dates that do not generally coincide with the end of a calendar month. This results in customers having received electricity or natural gas that they have not been billed for as of the month-end. Consumers estimates its unbilled revenues by applying an average billed rate to total unbilled deliveries for each customer class. Unbilled revenues, which are recorded as accounts receivable and accrued revenue on CMS Energy’s and Consumers’ consolidated balance sheets, were $ 437 million at December 31, 2020 and $ 426 million at December 31, 2019. Alternative ‑ Revenue Programs: Consumers accounts for its energy waste reduction incentive mechanism and financial compensation mechanism as alternative-revenue programs. Consumers recognizes revenue related to the energy waste reduction incentive as soon as energy savings exceed the annual targets established by the MPSC and recognizes revenue related to the financial compensation mechanism as payments are made on MPSC-approved PPAs. For additional information on these mechanisms, see Note 3, Regulatory Matters. Consumers does not reclassify revenue from its alternative-revenue program to revenue from contracts with customers at the time the amounts are collected from customers. Revenues to Be Refunded: In December 2020, the MPSC issued an order authorizing Consumers to refund $ 28 million voluntarily to utility customers. For additional information, see Note 3, Regulatory Matters. 171 Table of Contents 17: Other Income and Other Expense Other income was not significant for any of the periods presented. Presented in the following table are the components of other expense at CMS Energy and Consumers: In Millions Years Ended December 31 2020 2019 2018 CMS Energy, including Consumers Other expense Donations $ ( 35 ) $ ( 3 ) $ ( 13 ) Civic and political expenditures ( 5 ) ( 6 ) ( 6 ) Loss on reacquired and extinguished debt ( 16 ) — ( 16 ) All other ( 6 ) ( 4 ) ( 13 ) Total other expense – CMS Energy $ ( 62 ) $ ( 13 ) $ ( 48 ) Consumers Other expense Donations $ ( 33 ) $ ( 3 ) $ ( 13 ) Civic and political expenditures ( 5 ) ( 6 ) ( 6 ) All other ( 5 ) ( 4 ) ( 11 ) Total other expense – Consumers $ ( 43 ) $ ( 13 ) $ ( 30 ) 18: Cash and Cash Equivalents Presented in the following table are the components of total cash and cash equivalents, including restricted amounts, and their location on CMS Energy’s and Consumers’ consolidated balance sheets: In Millions December 31 2020 2019 CMS Energy, including Consumers Cash and cash equivalents $ 168 $ 140 Restricted cash and cash equivalents 17 17 Cash and cash equivalents, including restricted amounts $ 185 $ 157 Consumers Cash and cash equivalents $ 20 $ 11 Restricted cash and cash equivalents 15 17 Cash and cash equivalents, including restricted amounts $ 35 $ 28 Cash and Cash Equivalents: Cash and cash equivalents include short-term, highly liquid investments with original maturities of three months or less. Restricted Cash and Cash Equivalents: Restricted cash and cash equivalents are held primarily for the repayment of securitization bonds and funds held in escrow. Cash and cash equivalents may also be restricted to pay other contractual obligations such as leasing of coal railcars. These amounts are classified as current assets since they relate to payments that could or will occur within one year. 172 Table of Contents 19: Reportable Segments Reportable segments consist of business units defined by the products and services they offer. CMS Energy and Consumers evaluate the performance of each segment based on its contribution to net income available to CMS Energy’s common stockholders. Accounting policies for CMS Energy’s and Consumers’ segments are as described in Note 1, Significant Accounting Policies. The consolidated financial statements reflect the assets, liabilities, revenues, and expenses of the individual segments when appropriate. Accounts are allocated among the segments when common accounts are attributable to more than one segment. The allocations are based on certain measures of business activities, such as revenue, labor dollars, customers, other operating and maintenance expense, construction expense, leased property, taxes, or functional surveys. For example, customer receivables are allocated based on revenue, and pension provisions are allocated based on labor dollars. Inter-segment sales and transfers are accounted for at current market prices and are eliminated in consolidated net income available to common stockholders by segment. CMS Energy The segments reported for CMS Energy are: • electric utility, consisting of regulated activities associated with the generation, purchase, distribution, and sale of electricity in Michigan • gas utility, consisting of regulated activities associated with the purchase, transmission, storage, distribution, and sale of natural gas in Michigan • enterprises, consisting of various subsidiaries engaging in domestic independent power production, including the development and operation of renewable generation, and the marketing of independent power production • EnerBank, a Utah state-chartered, FDIC-insured industrial bank providing primarily unsecured, fixed-rate installment loans throughout the U.S. to finance home improvements CMS Energy presents corporate interest and other expenses and Consumers’ other consolidated entities within other reconciling items. Consumers The segments reported for Consumers are: • electric utility, consisting of regulated activities associated with the generation, purchase, distribution, and sale of electricity in Michigan • gas utility, consisting of regulated activities associated with the purchase, transmission, storage, distribution, and sale of natural gas in Michigan Consumers’ other consolidated entities are presented within other reconciling items. 173 Table of Contents Presented in the following tables is financial information by segment: In Millions Years Ended December 31 2020 2019 2018 CMS Energy, including Consumers Operating revenue Electric utility $ 4,372 $ 4,439 $ 4,561 Gas utility 1,817 1,937 1,903 Enterprises 229 248 252 EnerBank 262 221 157 Total operating revenue – CMS Energy $ 6,680 $ 6,845 $ 6,873 Consumers Operating revenue Electric utility $ 4,372 $ 4,439 $ 4,561 Gas utility 1,817 1,937 1,903 Total operating revenue – Consumers $ 6,189 $ 6,376 $ 6,464 CMS Energy, including Consumers Depreciation and amortization Electric utility $ 739 $ 713 $ 682 Gas utility 283 261 239 Enterprises 20 14 8 EnerBank 5 3 4 Other reconciling items 1 1 — Total depreciation and amortization – CMS Energy $ 1,048 $ 992 $ 933 Consumers Depreciation and amortization Electric utility $ 739 $ 713 $ 682 Gas utility 283 261 239 Other reconciling items 1 1 — Total depreciation and amortization – Consumers $ 1,023 $ 975 $ 921 CMS Energy, including Consumers Income from equity method investees 1 Enterprises $ 5 $ 10 $ 9 Total income from equity method investees – CMS Energy $ 5 $ 10 $ 9 CMS Energy, including Consumers Interest charges Electric utility $ 217 $ 213 $ 209 Gas utility 102 83 79 Enterprises 7 7 2 EnerBank 56 59 32 Other reconciling items 179 157 136 Total interest charges – CMS Energy $ 561 $ 519 $ 458 174 Table of Contents In Millions Years Ended December 31 2020 2019 2018 Consumers Interest charges Electric utility $ 217 $ 213 $ 209 Gas utility 102 83 79 Other reconciling items 1 1 1 Total interest charges – Consumers $ 320 $ 297 $ 289 CMS Energy, including Consumers Income tax expense (benefit) Electric utility $ 115 $ 134 $ 109 Gas utility 58 51 33 Enterprises ( 4 ) 2 2 EnerBank 17 16 12 Other reconciling items ( 53 ) ( 56 ) ( 41 ) Total income tax expense – CMS Energy $ 133 $ 147 $ 115 Consumers Income tax expense Electric utility $ 115 $ 134 $ 109 Gas utility 58 51 33 Total income tax expense – Consumers $ 173 $ 185 $ 142 CMS Energy, including Consumers Net income (loss) available to common stockholders Electric utility $ 554 $ 509 $ 535 Gas utility 261 233 169 Enterprises 36 33 34 EnerBank 58 49 38 Other reconciling items ( 154 ) ( 144 ) ( 119 ) Total net income available to common stockholders – CMS Energy $ 755 $ 680 $ 657 Consumers Net income (loss) available to common stockholder Electric utility $ 554 $ 509 $ 535 Gas utility 261 233 169 Other reconciling items ( 1 ) ( 1 ) ( 1 ) Total net income available to common stockholder – Consumers $ 814 $ 741 $ 703 CMS Energy, including Consumers Plant, property, and equipment, gross Electric utility 2,3 $ 17,155 $ 16,158 $ 16,027 Gas utility 2 9,581 8,785 7,919 Enterprises 1,113 405 412 EnerBank 37 22 25 Other reconciling items 21 20 17 Total plant, property, and equipment, gross – CMS Energy $ 27,907 $ 25,390 $ 24,400 175 Table of Contents In Millions Years Ended December 31 2020 2019 2018 Consumers Plant, property, and equipment, gross Electric utility 2,3 $ 17,155 $ 16,158 $ 16,027 Gas utility 2 9,581 8,785 7,919 Other reconciling items 21 20 17 Total plant, property, and equipment, gross – Consumers $ 26,757 $ 24,963 $ 23,963 CMS Energy, including Consumers Investments in equity method investees 1 Enterprises $ 70 $ 71 $ 69 Total investments in equity method investees – CMS Energy $ 70 $ 71 $ 69 CMS Energy, including Consumers Total assets Electric utility 2 $ 15,829 $ 14,911 $ 14,079 Gas utility 2 9,429 8,659 7,806 Enterprises 1,276 527 540 EnerBank 3,109 2,692 2,006 Other reconciling items 23 48 98 Total assets – CMS Energy $ 29,666 $ 26,837 $ 24,529 Consumers Total assets Electric utility 2 $ 15,893 $ 14,973 $ 14,143 Gas utility 2 9,477 8,706 7,853 Other reconciling items 29 20 29 Total assets – Consumers $ 25,399 $ 23,699 $ 22,025 CMS Energy, including Consumers Capital expenditures 4 Electric utility 5 $ 1,281 $ 1,162 $ 865 Gas utility 5 885 971 958 Enterprises 108 5 246 EnerBank 5 8 10 Other reconciling items 1 1 2 Total capital expenditures – CMS Energy $ 2,280 $ 2,147 $ 2,081 Consumers Capital expenditures 4 Electric utility 5 $ 1,281 $ 1,162 $ 865 Gas utility 5 885 971 958 Other reconciling items 1 1 2 Total capital expenditures – Consumers $ 2,167 $ 2,134 $ 1,825 1 Consumers had no significant equity method investments. 2 Amounts include a portion of Consumers’ other common assets attributable to both the electric and gas utility businesses. 176 Table of Contents 3 Costs related to coal-fueled electric generating units to be retired in 2023 were removed and recorded as a regulatory asset in June 2019. For additional details, see Note 3, Regulatory Matters. 4 Amounts include assets placed under finance lease. 5 Amounts include a portion of Consumers’ capital expenditures for plant and equipment attributable to both the electric and gas utility businesses. 20: Related-Party Transactions—Consumers Consumers enters into a number of transactions with related parties in the normal course of business. These transactions include but are not limited to: • purchases of electricity from affiliates of CMS Enterprises • payments to and from CMS Energy related to parent company overhead costs Transactions involving power supply purchases from certain affiliates of CMS Enterprises are based on avoided costs under PURPA, state law, and competitive bidding. The payment of parent company overhead costs is based on the use of accepted industry allocation methodologies. These payments are for costs that occur in the normal course of business. Presented in the following table is Consumers’ expense recorded from related-party transactions for the years ended December 31: In Millions Description Related Party 2020 2019 2018 Purchases of capacity and energy Affiliates of CMS Enterprises $ 64 $ 75 $ 83 Amounts payable to related parties for purchased power and other services were $ 13 million at December 31, 2020 and $ 26 million at December 31, 2019. Accounts receivable from related parties were $ 16 million at December 31, 2020 and $ 8 million at December 31, 2019. In 2018, CMS Energy and Consumers sold the DB SERP debt securities and CMS Energy issued a demand note payable to the DB SERP rabbi trust. The portion of the demand note attributable to Consumers was recorded as a note receivable – related party on Consumers’ consolidated balance sheets at December 31, 2020 and December 31, 2019. For additional details about the note receivable – related party, see Note 8, Notes Receivable. In December 2018, Consumers and a subsidiary of CMS Energy executed a 20 ‑year natural gas transportation agreement, related to a pipeline owned by Consumers. For additional details about the agreement, see Note 10, Leases and Palisades Financing. Consumers owned no shares of CMS Energy common stock at December 31, 2020 and CMS Energy common stock with a fair value of $ 1 million at December 31, 2019. In December 2020, Consumers renewed a short-term credit agreement with CMS Energy, permitting Consumers to borrow up to $ 350 million. As of December 31, 2020, $ 307 million was outstanding under the agreement with an interest rate of 0.042 percent. 177 Table of Contents 21: Variable Interest Entities In July 2020, CMS Enterprises purchased a 51 -percent ownership interest in Aviator Wind Equity Holdings. At that time, Aviator Wind Equity Holdings owned 100 percent of Aviator Wind, a 525 -MW wind generation project being developed and constructed in Coke County, Texas. Of Aviator Wind’s 525 -MW nameplate capacity, 420 MW has been committed under long-term PPAs. Aviator Wind became operational in September 2020 and, at that time, Aviator Wind Equity Holdings sold a Class A membership interest in Aviator Wind to a tax equity investor, BHE Renewables, LLC, a subsidiary of Berkshire Hathaway Energy Company. Aviator Wind Equity Holdings retained a Class B membership interest in Aviator Wind. Earnings, tax attributes, and cash flows generated by Aviator Wind are allocated among and distributed to the membership classes in accordance with the ratios specified in the associated limited liability company operating agreement; these ratios change over time and are not representative of the ownership interest percentages of each membership class. Since Aviator Wind’s income and cash flows are not distributed among its investors based on ownership interest percentages, CMS Enterprises allocates Aviator Wind’s income (loss) among its investors by applying the hypothetical liquidation at book value method. This method calculates each investor’s earnings based on a hypothetical liquidation of Aviator Wind at the net book value of its underlying net assets as of the balance sheet date. The liquidation tax gain (loss) is allocated to each investor’s capital account, resulting in income (loss) equal to the period change in the investor’s capital account balance. CMS Enterprises then receives 51 percent of the earnings, tax attributes, and cash flows that were allocated to Aviator Wind Equity Holdings. Aviator Wind Equity Holdings and Aviator Wind represent VIEs. In accordance with the associated limited liability company operating agreement, the tax equity investor is guaranteed preferred returns from Aviator Wind. However, CMS Enterprises manages and controls the operating activities of Aviator Wind Equity Holdings and, ultimately, Aviator Wind. As a result, CMS Enterprises is the primary beneficiary of Aviator Wind Equity Holdings and Aviator Wind, as it has the power to direct the activities that most significantly impact the economic performance of the companies, as well as the obligation to absorb losses or the right to receive benefits from the companies. CMS Enterprises consolidates Aviator Wind Equity Holdings and Aviator Wind and presents the Class A membership interest and 49 percent of the Class B membership interest in Aviator Wind as noncontrolling interests. No gain or loss was recognized upon initial consolidation of Aviator Wind Equity Holdings and Aviator Wind. 178 Table of Contents Presented in the following table are the carrying values of the VIEs’ assets and liabilities included in CMS Energy’s consolidated balance sheets: In Millions December 31 2020 Current Cash and cash equivalents $ 7 Accounts receivable 5 Prepayments and other current assets 1 Non-current Plant, property, and equipment, net 692 Total assets 1 $ 705 Current Accounts payable $ 3 Non-current Asset retirement obligations 19 Total liabilities $ 22 1 Assets may be used only to meet VIEs’ obligations and commitments. Other VIEs : CMS Energy has variable interests in T.E.S. Filer City, Grayling, Genesee, and Craven. While CMS Energy owns 50 percent of each partnership, it is not the primary beneficiary of any of these partnerships because decision making is shared among unrelated parties, and no one party has the ability to direct the activities that most significantly impact the entities’ economic performance, such as operations and maintenance, plant dispatch, and fuel strategy. The partners must agree on all major decisions for each of the partnerships. Presented in the following table is information about these partnerships: Name Nature of the Entity Nature of CMS Energy’s Involvement T.E.S. Filer City Coal-fueled power generator Long-term PPA between partnership and Consumers Employee assignment agreement Grayling Wood waste-fueled power generator Long-term PPA between partnership and Consumers Reduced dispatch agreement with Consumers 1 Operating and management contract Genesee Wood waste-fueled power generator Long-term PPA between partnership and Consumers Reduced dispatch agreement with Consumers 1 Operating and management contract Craven Wood waste-fueled power generator Operating and management contract 1 Reduced dispatch agreements allow the facilities to be dispatched based on the market price of power compared with the cost of production of the plants. This results in fuel cost savings that each partnership shares with Consumers’ customers. 179 Table of Contents The creditors of these partnerships do not have recourse to the general credit of CMS Energy or Consumers. Consumers has not provided any financial or other support during the periods presented that was not previously contractually required. CMS Energy’s investment in these partnerships is included in investments on its consolidated balance sheets in the amount of $ 70 million as of December 31, 2020 and $ 71 million as of December 31, 2019. 22: Asset Sale and Exit Activities Asset Sale: In October 2020, Consumers completed a sale of the electric utility’s remaining transmission equipment to METC. In December 2020, Consumers filed an application with the MPSC requesting approval to share voluntarily half of the gain from the sale with electric utility customers; this application was approved by the MPSC in February 2021. As a result, during 2020, Consumers recorded a regulatory liability of $ 14 million and recognized a pre-tax gain of $ 14 million within maintenance and other operating expenses on its consolidated statements of income. For additional details on the sharing of the gain with customers, see Note 3, Regulatory Matters. Exit Activities: Under its Clean Energy Plan, Consumers plans to retire the D.E. Karn 1 & 2 coal-fueled electric generating units in 2023. For additional details on Consumers’ plans to recover the remaining book value of the two units upon their retirement, see Note 3, Regulatory Matters. In October 2019, Consumers announced a retention incentive program to ensure necessary staffing at the D.E. Karn generating complex through the anticipated retirement of the coal-fueled generating units. Based on the number of employees that have chosen to participate, the aggregate cost of the program through 2023 is estimated to be $ 35 million. In its order in Consumers’ 2020 electric rate case, the MPSC approved deferred accounting treatment for these costs; Consumers will begin deferring these costs as a regulatory asset in 2021. As of December 31, 2020, the cumulative cost incurred and charged to expense related to this program was $ 16 million; an amount of $ 3 million has been capitalized as a cost of plant, property, and equipment. Presented in the following table is a reconciliation of the retention benefit liability recorded in other liabilities on Consumers’ consolidated balance sheets: In Millions Years Ended December 31 2020 2019 Retention benefit liability at beginning of period $ 4 $ — Costs incurred and charged to maintenance and other operating expenses 13 3 Costs incurred and capitalized 2 1 Costs paid or settled ( 8 ) — Retention benefit liability at the end of the period 1 $ 11 $ 4 1 Includes current portion of other liabilities of $ 3 million at December 31, 2020 and $ 2 million at December 31, 2019. 180 Table of Contents 23: Quarterly Financial and Common Stock Information (Unaudited) In Millions, Except Per Share Amounts 2020 Three Months Ended March 31 June 30 September 30 December 31 CMS Energy, including Consumers Operating revenue $ 1,864 $ 1,443 $ 1,575 $ 1,798 Operating income 368 273 369 352 Net income 243 137 210 162 Income (loss) attributable to noncontrolling interests — 1 ( 8 ) 4 Net income available to common stockholders 243 136 218 158 Basic earnings per average common share 1 0.86 0.48 0.76 0.55 Diluted earnings per average common share 1 0.85 0.48 0.76 0.55 Consumers Operating revenue $ 1,744 $ 1,330 $ 1,450 $ 1,665 Operating income 329 246 338 308 Net income 235 160 230 191 Preferred stock dividends — 1 — 1 Net income available to common stockholder 235 159 230 190 1 The sum of the quarters may not equal annual EPS due to changes in the number of shares outstanding. In Millions, Except Per Share Amounts 2019 Three Months Ended March 31 June 30 September 30 December 31 CMS Energy, including Consumers Operating revenue $ 2,059 $ 1,445 $ 1,546 $ 1,795 Operating income 359 218 351 311 Net income 213 94 207 168 Income attributable to noncontrolling interests — 1 — 1 Net income available to common stockholders 213 93 207 167 Basic earnings per average common share 1 0.75 0.33 0.73 0.59 Diluted earnings per average common share 1 0.75 0.33 0.73 0.58 Consumers Operating revenue $ 1,943 $ 1,334 $ 1,429 $ 1,670 Operating income 328 175 319 308 Net income 226 98 213 206 Preferred stock dividends — 1 — 1 Net income available to common stockholder 226 97 213 205 1 The sum of the quarters may not equal annual EPS due to changes in the number of shares outstanding. 181 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of CMS Energy Corporation Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of CMS Energy Corporation and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2020, including the related notes and financial statement schedules listed in the index appearing under Item 15 (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 182 Table of Contents Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Accounting for the Effects of New Regulatory Matters As described in Note 3 to the consolidated financial statements, the Company is a utility and must apply regulatory accounting when its rates are designed to recover specific costs of providing regulated services. Under regulatory accounting, the Company records regulatory assets or liabilities for certain transactions that would have been treated as expense or revenue by a non - regulated business. As of December 31, 2020, the Company has recognized a total of $2,695 million of regulatory assets and $3,895 million of regulatory liabilities. As described by management, there are multiple participants to rate case proceedings who often challenge various aspects of those proceedings, including the prudence of the Company’s policies and practices. These participants often seek cost disallowances and other relief and have appealed significant decisions reached by the regulators. The recovery of regulatory assets and the settlement of regulatory liabilities are contingent upon the outcomes of rate cases and regulatory proceedings. The principal considerations for our determination that performing procedures relating to management’s accounting for the effects of new regulatory matters is a critical audit matter are (i) the high degree of auditor judgment and subjectivity applied to evaluate management’s assessment of the potential outcomes and related accounting impacts associated with pending rate case proceedings, (ii) in some cases, the significant audit effort necessary to assess contrary evidence from various parties involved in rate case proceedings, and (iii) the significant audit effort necessary to evaluate audit evidence related to the recovery of regulatory assets and the settlement of regulatory liabilities. 183 Table of Contents Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s assessment of regulatory proceedings, including the probability of recovering incurred costs and the related accounting and disclosure impacts. These procedures also included, among others, obtaining and evaluating the Company’s correspondence with regulators, evaluating the reasonableness of management’s assessment regarding whether recovery of regulatory assets and settlement of regulatory liabilities is probable and evaluating the sufficiency of the disclosures in the consolidated financial statements. Procedures were performed to evaluate the regulatory assets and liabilities, including those subject to pending rate cases, based on provisions and formulas outlined in rate orders, other regulatory correspondence, or application of relevant regulatory precedents. /s/ PricewaterhouseCoopers LLP Detroit, Michigan February 11, 2021 We have served as the Company’s auditor since 2007. 184 Table of Contents (This page intentionally left blank) 185 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholder of Consumers Energy Company Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Consumers Energy Company and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2020, including the related notes and financial statement schedule listed in the index appearing under Item 15 (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 186 Table of Contents Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Accounting for the Effects of New Regulatory Matters As described in Note 3 to the consolidated financial statements, the Company is a utility and must apply regulatory accounting when its rates are designed to recover specific costs of providing regulated services. Under regulatory accounting, the Company records regulatory assets or liabilities for certain transactions that would have been treated as expense or revenue by a non - regulated business. As of December 31, 2020, the Company has recognized a total of $2,695 million of regulatory assets and $3,895 million of regulatory liabilities. As described by management, there are multiple participants to rate case proceedings who often challenge various aspects of those proceedings, including the prudence of the Company’s policies and practices. These participants often seek cost disallowances and other relief and have appealed significant decisions reached by the regulators. The recovery of regulatory assets and the settlement of regulatory liabilities are contingent upon the outcomes of rate cases and regulatory proceedings. The principal considerations for our determination that performing procedures relating to management’s accounting for the effects of new regulatory matters is a critical audit matter are (i) the high degree of auditor judgment and subjectivity applied to evaluate management’s assessment of the potential outcomes and related accounting impacts associated with pending rate case proceedings, (ii) in some cases, the significant audit effort necessary to assess contrary evidence from various parties involved in rate case proceedings, and (iii) the significant audit effort necessary to evaluate audit evidence related to the recovery of regulatory assets and the settlement of regulatory liabilities. 187 Table of Contents Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s assessment of regulatory proceedings, including the probability of recovering incurred costs and the related accounting and disclosure impacts. These procedures also included, among others, obtaining and evaluating the Company’s correspondence with regulators, evaluating the reasonableness of management’s assessment regarding whether recovery of regulatory assets and settlement of regulatory liabilities is probable and evaluating the sufficiency of the disclosures in the consolidated financial statements. Procedures were performed to evaluate the regulatory assets and liabilities, including those subject to pending rate cases, based on provisions and formulas outlined in rate orders, other regulatory correspondence, or application of relevant regulatory precedents. /s/ PricewaterhouseCoopers LLP Detroit, Michigan February 11, 2021 We have served as the Company’s auditor since 2007. 188 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.