What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-10 compared with 2021-02-11 · 79 added, 72 removed, 360 unchanged (30% of the section changed)

20 unchanged sentences

Changes in Internal Control Over Financial Reporting:

There have been no changes in CMS Energy’s internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to affect materially, its internal control over financial reporting.

There have not been any changes in CMS Energy’s internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to affect materially, its internal control over financial reporting.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures:

17 unchanged sentences

Changes in Internal Control Over Financial Reporting:

There have been no changes in Consumers’ internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to affect materially, its internal control over financial reporting.

There have not been any changes in Consumers’ internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to affect materially, its internal control over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

4 unchanged sentences

Code of Ethics

CMS Energy has adopted an employee code of ethics, entitled “CMS Energy 2021 Code of Conduct” (“Employee Code”) that applies to its CEO, CFO, and CAO, as well as all other officers and employees of CMS Energy and its affiliates, except for EnerBank, which has its own code of conduct.

CMS Energy has adopted an employee code of ethics, entitled “CMS Energy 2022 Code of Conduct and Guide to Ethical Business Behavior” (“Employee Code”) that applies to its CEO, CFO, and CAO, as well as all other officers and employees of CMS Energy and its affiliates.

The Employee Code is administered by the Chief Compliance Officer of CMS Energy, who reports directly to the Audit Committee of the Board of Directors of CMS Energy.

CMS Energy has also adopted a director code of ethics entitled “2021 Board of Directors Code of Conduct” (“Director Code”) that applies to its directors.

CMS Energy has also adopted a director code of ethics entitled “2022 Board of Directors Code of Conduct and Guide to Ethical Business Behavior” (“Director Code”) that applies to its directors.

The Director Code is administered by the Audit Committee of the Board of Directors of CMS Energy.

6 unchanged sentences

Code of Ethics

Consumers has adopted an employee code of ethics, entitled “CMS Energy 2021 Code of Conduct” (“Employee Code”) that applies to its CEO, CFO, and CAO, as well as all other officers and employees of Consumers and its affiliates, except for EnerBank, which has its own code of conduct.

Consumers has adopted an employee code of ethics, entitled “CMS Energy 2022 Code of Conduct and Guide to Ethical Business Behavior” (“Employee Code”) that applies to its CEO, CFO, and CAO, as well as all other officers and employees of Consumers and its affiliates.

The Employee Code is administered by the Chief Compliance Officer of Consumers, who reports directly to the Audit Committee of the Board of Directors of Consumers.

Consumers has also adopted a director code of ethics entitled “2021 Board of Directors Code of Conduct” (“Director Code”) that applies to its directors.

Consumers has also adopted a director code of ethics entitled “2022 Board of Directors Code of Conduct and Guide to Ethical Business Behavior” (“Director Code”) that applies to its directors.

The Director Code is administered by the Audit Committee of the Board of Directors of Consumers.

66 unchanged sentences

Income Tax Benefit ( 60 ) ( 55 ) ( 57 )

Income From Continuing Operations 1,346 755 680

Income From Discontinued Operations, Net of Tax of $( 5 ), $ — , and $ —

Net Income Attributable to CMS Energy 1,353 755 680

Preferred Stock Dividends 5 — —

Net Income Available to Common Stockholders $ 1,348 $ 755 $ 680

9 unchanged sentences

Increase in notes receivable – intercompany ( 83 ) ( 307 ) —

Proceeds from DB SERP investments — — 22

Net cash used in investing activities ( 664 ) ( 964 ) ( 683 )

2 unchanged sentences

Issuance of common stock 26 253 12

Issuance of preferred stock 224 — —

Retirement of long-term debt ( 200 ) ( 425 ) ( 738 )

Debt prepayment costs — ( 16 ) —

Payment of dividends on common stock ( 465 ) ( 434 ) ( 405 )

Payment of dividends on common and preferred stock ( 507 ) ( 465 ) ( 434 )

Debt issuance costs and financing fees ( 10 ) ( 10 ) ( 18 )

10 unchanged sentences

Current Assets

Cash and cash equivalents $ 390 $ —

Notes and accrued interest receivable – intercompany 463 358

Accounts receivable – intercompany and related parties 5 3

Federal income tax receivable — 18

Accrued taxes — 48

23 unchanged sentences

Common stockholders’ equity 6,407 5,496

Preferred stock 224 —

Total equity 6,631 5,496

Total Liabilities and Equity $ 10,890 $ 9,883

7 unchanged sentences

Financial Statements and Supplementary Data.

Contingencies

Gas Index Price Reporting Litigation:

CMS Energy, along with CMS MST, CMS Field Services, Cantera Natural Gas, Inc., and Cantera Gas Company, were named as defendants in four class action lawsuits filed in Kansas, Missouri, and Wisconsin and one individual lawsuit filed in Kansas;

these lawsuits arose as a result of alleged inaccurate natural gas price reporting to publications that report trade information.

Allegations included price-fixing conspiracies, restraint of trade, and artificial inflation of natural gas retail prices.

In 2016, CMS Energy entities reached a settlement with the plaintiffs in the Kansas and Missouri class action cases for an amount that was not material to CMS Energy.

In 2017, the federal district court approved the settlement.

In 2019, CMS Energy and the plaintiffs in the remaining Kansas individual lawsuit and the Wisconsin class action lawsuit engaged in settlement discussions and CMS Energy recorded a $ 30 million liability at December 31, 2019 as the probable estimate to settle the two cases.

The parties executed a settlement agreement in the Kansas case in February 2020, and that case is now complete.

In the Wisconsin case, a settlement agreement was approved in August 2020 and that case is now complete.

CMS Energy has issued guarantees with a maximum potential obligation of $ 633 million on behalf of some of its wholly owned subsidiaries and related parties.

7 unchanged sentences

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

• to Regions Bank related to the sale of EnerBank

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

Note Payable — Intercompany

In 2018, CMS Energy issued a demand note payable to the DB SERP rabbi trust, of which $ 124 million was attributable to CMS Energy’s subsidiaries.

CMS Energy has a demand note payable 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.

2 unchanged sentences

This fair value measurement is classified in Level 3 within the fair value hierarchy.

Preferred Stock

In 2021, CMS Energy issued 9.2 million depositary shares, each representing a 1/1,000th interest in a share of its cumulative Series C preferred stock, traded on the New York Stock Exchange under the symbol CMS PRC , at a price of $ 25.00 per depositary share.

The transaction resulted in net proceeds of $ 224 million, which was used for general corporate purposes.

Dividends on the preferred stock accumulate at an annual rate of 4.200 percent and are payable quarterly.

The Series C preferred stock has no maturity or mandatory redemption date and is not redeemable at the option of the holders.

CMS Energy may, at its option, redeem the Series C preferred stock, in whole or in part, at a price equal to $ 25,000 per share (equivalent to $ 25.00 per depositary share), plus accumulated and unpaid dividends, at any time on or after July 15, 2026.

The Series C preferred stock ranks senior to CMS Energy’s common stock with respect to dividend rights and distribution rights upon liquidation.

Schedule II — Valuation and Qualifying Accounts and Reserves

11 unchanged sentences

2019 8 — — 6 2

Allowance for notes receivable 1

2020 $ 33 $ 60 $ 62 $ 32 $ 123

2019 24 38 — 29 33

2018 20 25 — 21 24

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

2 On January 1, 2020, in accordance with ASU 2016‑13 , Measurement of Credit Losses on Financial Instruments , CMS Energy adjusted the allowance for loan losses associated with its notes receivable, recording an offsetting adjustment to retained earnings.

For further details, see Item 8.

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 2, New Accounting Standards and Note 8, Notes Receivable.

Consumers Energy Company

17 unchanged sentences

Exhibits With File

1-9513 (3)(a) — Restated Articles of Incorporation of CMS Energy, effective June 1, 2004, as amended May 22, 2009 (Form 10‑Q for the quarterly period ended June 30, 2009)

1-9513 3.1 — Restated Articles of Incorporation of CMS Energy, effective June 1, 2004, as amended May 22, 2009, together with the Certificate of Designation of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C, effective June 29, 2021 (Form 10‑Q for the quarterly period ended June 30, 2021)

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

10 unchanged sentences

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

1-5611 4.1 — 122nd dated as of 8/9/13 (Form 8-K filed August 9, 2013)

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

Previously Filed

Exhibits With File

1-5611 4.1 — 122nd dated as of 8/9/13 (Form 8-K filed August 9, 2013)

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

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

18 unchanged sentences

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

1-5611 4.1 — 144th dated as of 8/12/21 (Form 8-K filed August 12, 2021)

1-5611 (4)(b) — Indenture dated as of January 1, 1996 between Consumers and The Bank of New York Mellon, as Trustee (Form 10-K for the fiscal year ended December 31, 1995)

8 unchanged sentences

1-9513 4.1 — 34th dated as of 11/3/16 (Form 8-K filed November 3, 2016)

1-9513 4.1 — 35th dated as of 2/13/17 (Form 8-K filed February 13, 2017)

Previously Filed

Exhibits With File

1-9513 4.1 — 35th dated as of 2/13/17 (Form 8-K filed February 13, 2017)

1-9513 (4a) — Indenture dated as of June 1, 1997 between CMS Energy and The Bank of New York Mellon, as Trustee (Form 8-K filed July 1, 1997)

6 unchanged sentences

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

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

— Description of CMS Energy Securities

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

1-9513 4.2 — Deposit Agreement, dated as of July 1, 2021, among CMS Energy, Equiniti Trust Company, and the holders from time to time of the depositary receipts described therein, including Form of Depositary Receipt (Form 8-K filed July 1, 2021)

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

6 unchanged sentences

1-9513 (10)(a) — Form of Indemnification Agreement between CMS Energy and its Directors, effective as of November 1, 2007 (Form 10-Q for the quarterly period ended September 30, 2007)

1-5611 (10)(b) — Form of Indemnification Agreement between Consumers and its Directors, effective as of November 1, 2007 (Form 10-Q for the quarterly period ended September 30, 2007)

Previously Filed

Exhibits With File

1-9513 10.2 — CMS Incentive Compensation Plan for CMS Energy and Consumers Officers as amended, effective as of January 16, 2020 (Form 10-Q for the quarterly period ended March 31, 2020)

1-5611 (10)(b) — Form of Indemnification Agreement between Consumers and its Directors, effective as of November 1, 2007 (Form 10-Q for the quarterly period ended September 30, 2007)

— CMS Incentive Compensation Plan for CMS Energy and Consumers Officers as amended, effective as of January 27, 2022

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

1-5611 10.12 — Annual Employee Incentive Compensation Plan for Consumers as amended, effective as of December 1, 2019 (Form 10-K for the fiscal year ended December 31, 2019)

1-9513 10.3 — Annual CMS Enterprises Employee Incentive Compensation Plan as amended, effective as of December 1, 2019 (Form 10-Q for the quarterly period ended March 31, 2020)

— Annual Employee Incentive Compensation Plan for Consumers as amended, effective as of January 27, 2022

— Annual CMS Enterprises Employee Incentive Compensation Plan as amended, effective as of January 27, 2022

1-9513 10.1 — $550 million Fourth Amended and Restated Revolving Credit Agreement dated as of June 5, 2018 among CMS Energy, the Banks, as defined therein, and Barclays, as Agent (Form 8‑K filed June 5, 2018)

1 unchanged sentence

1, dated as of April 29, 2020, to $550 million Fourth Amended and Restated Revolving Credit Agreement dated as of June 5, 2018 among CMS Energy, the Banks, as defined therein, and Barclays, as Agent (Form 10-Q for the quarterly period ended June 30, 2020)

1-9513 10.1 — Description of the $550 million Fourth Amended and Restated Revolving Credit Agreement Extension (Form 8-K filed July 2, 2021)

1-5611 10.2 — $850 million Fifth Amended and Restated Revolving Credit Agreement dated as of June 5, 2018 among Consumers, the Banks, as defined therein, and JPMorgan, as Agent (Form 8-K filed June 5, 2018)

1-5611 10.2 — Description of the $850 million Fifth Amended and Restated Revolving Credit Agreement Extension (Form 8-K filed July 2, 2021)

1-5611 10.1 — $250 million Amended and Restated Revolving Credit Agreement dated as of November 19, 2018 among Consumers, the Banks, as defined therein, and The Bank of Nova Scotia, as Agent (Form 8‑K filed November 20, 2018)

1 unchanged sentence

1-5611 10.1 — Description of the Second Extension to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8‑K filed November 19, 2020)

10.16.c 1-5611 10.1 — Description of the Third Extension to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8-K filed November 22, 2021)

Previously Filed

Exhibits With File

1-9513 10.1 — Consumers and other CMS Energy Companies Retired Executives Survivor Benefit Plan for Management/ Executive Employees, distributed July 1, 2011 (Form 10-Q for the quarterly period ended September 30, 2011)

1-5611 10.1 — Form of Commercial Paper Dealer Agreement between Consumers, as Issuer, and the Dealer party thereto (Form 10-Q for the quarterly period ended September 30, 2014)

1-9513 10.1 — Agreement and Plan of Merger dated June 7, 2021 by and among CMS Energy Corporation, EnerBank USA, and Regions Bank (Form 8-K filed June 8, 2021)

1-9513 10.1 — Amendment No.

1 dated as of August 9, 2021 to the Agreement and Plan of Merger, dated June 7, 2021, by and among CMS Energy, EnerBank USA and Regions Bank (Form 10-Q for the quarterly period ended September 30, 2021)

1-5611 10.1 — Purchase and Sale Agreement dated June 21, 2021 by and among Consumers and New Covert Generating Company, LLC (Form 8-K filed June 23, 2021)

1-5611 10.2 — Purchase and Sale Agreement dated June 21, 2021 by and among Consumers and Dearborn Industrial Generation, LLC, CMS Generation Michigan Power, LLC, and CMS Energy Resource Management Company (Form 8-K filed June 23, 2021)

— Subsidiaries of CMS Energy and Consumers

1 unchanged sentence

— Consent of PricewaterhouseCoopers LLP for Consumers

Previously Filed

Exhibits With File

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

5 unchanged sentences

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

Previously Filed

Exhibits With File

— Inline XBRL Instance Document

15 unchanged sentences

/s/ Garrick J.

Rochow /s/ Kurt L.

Rochow Kurt L.

Darrow, Director

President, Chief Executive Officer, and Director

(Principal Executive Officer) /s/ William D.

Rochow /s/ William D.

Rochow William D.

Harvey, Director

Hayes /s/ John G.

Hayes John G.

President, Chief Executive Officer, and Director

(Principal Executive Officer)

Russell, Director

Executive Vice President and Chief Financial Officer

/s/ Suzanne F.

(Principal Financial Officer) Suzanne F.

Executive Vice President and Chief Financial Officer /s/ Suzanne F.

Shank, Director

Barba Myrna M.

(Principal Financial Officer)

McIntosh Myrna M.

Soto, Director

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

Vice President, Controller, and Chief Accounting Officer

(Controller) John G.

Sznewajs, Director

/s/ Ronald J.

Barfield /s/ Ronald J.

Barfield, Director Ronald J.

Tanski, Director

Barfield /s/ Laura H.

Barfield, Director Laura H.

Wright, Director

/s/ Deborah H.

Butler, Director

Butler /s/ Laura H.

Butler, Director Laura H.

Wright, Director

Darrow, Director

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

4 unchanged sentences

/s/ Garrick J.

Rochow /s/ Kurt L.

Rochow Kurt L.

Darrow, Director

President, Chief Executive Officer, and Director

(Principal Executive Officer) /s/ William D.

Rochow /s/ William D.

Rochow William D.

Harvey, Director

Hayes /s/ John G.

Hayes John G.

President, Chief Executive Officer, and Director

(Principal Executive Officer)

Russell, Director

Executive Vice President and Chief Financial Officer

/s/ Suzanne F.

(Principal Financial Officer) Suzanne F.

Executive Vice President and Chief Financial Officer /s/ Suzanne F.

Shank, Director

Barba Myrna M.

(Principal Financial Officer)

McIntosh Myrna M.

Soto, Director

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

Vice President, Controller, and Chief Accounting Officer

(Controller) John G.

Sznewajs, Director

/s/ Ronald J.

Barfield /s/ Ronald J.

Barfield, Director Ronald J.

Tanski, Director

Barfield /s/ Laura H.

Barfield, Director Laura H.

Wright, Director

/s/ Deborah H.

Butler, Director

Butler /s/ Laura H.

Butler, Director Laura H.

Wright, Director

Darrow, Director

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

What changed 10-K

Item 9A. Controls and Procedures