Exit Activities and Discontinued Operations

9 Months Ended

Sep. 30, 2021

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Exit Activities and Discontinued Operations

Exit Activities and Discontinued Operations

Exit Activities: Under its Clean Energy Plan, Consumers plans to retire the D.E. Karn coal-fueled electric generating units in 2023. In 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 began deferring these costs as a regulatory asset in 2021. Within its 2021 IRP, Consumers proposes to retire the J.H. Campbell coal-fueled generating units. No retention incentive costs related to this retirement will be recognized unless Consumers’ 2021 IRP is approved by the MPSC.

As of September 30, 2021, the cumulative cost incurred and charged to expense related to the D.E. Karn retention incentive program was $16 million. Additionally, an amount of $4 million has been capitalized as a cost of plant, property, and equipment and an amount of $5 million has been deferred as a regulatory asset. Presented in the following table is a reconciliation of the retention benefit liability recorded in other liabilities on Consumers’ consolidated balance sheets:

In Millions
	Nine Months Ended
September 30	2021			2020
Retention benefit liability at beginning of period		$	11		$	4
Costs incurred and charged to maintenance and other operating expenses		—			11
Costs deferred as a regulatory asset1		5			—
Costs incurred and capitalized		1			1
Retention benefit liability at the end of the period2		$	17		$	16

1Includes $1 million for the three months ended September 30, 2021.

2Includes current portion of other liabilities of $5 million at September 30, 2021 and $7 million at September 30, 2020.

Discontinued Operations: In June 2021, CMS Energy entered into an agreement for EnerBank to merge with Regions Bank. The merger was completed on October 1, 2021. CMS Energy received proceeds of approximately $1.0 billion from the transaction and expects to recognize a pre-tax gain of approximately $660 million in the fourth quarter of 2021, both of which may be impacted by customary post-closing adjustments. CMS Energy intends to use the proceeds from the merger to fund key initiatives in its core energy business related to safety, reliability, and its clean energy transformation. Under the merger agreement, CMS Energy agreed to indemnify Regions Bank for losses resulting from various matters, primarily breaches of representations and warranties and covenants. CMS Energy considers it remote that it would be required to indemnify or incur substantial losses related to these matters.

As a result of the agreement, EnerBank’s results of operations are presented as income from discontinued operations on CMS Energy’s consolidated statements of income for the three and nine months ended September 30, 2021 and 2020. The assets and liabilities of EnerBank are presented as held for sale on CMS Energy’s consolidated balance sheets at September 30, 2021 and December 31, 2020. Also, as a result of the agreement, EnerBank is not included in the composition of CMS Energy’s reportable segments. For more information regarding the composition of CMS Energy’s reportable segments, see Note 11, Reportable Segments.

The table below presents the financial results of EnerBank included in income from discontinued operations:

In Millions
	Three Months Ended						Nine Months Ended
September 30	2021			2020			2021			2020
Operating revenue		$	70		$	68		$	209		$	191
Expenses
Operating expenses		17			39			60			104
Interest expense		11			13			34			43
Income before income taxes		$	42		$	16		$	115		$	44
Transaction costs		(3)			—			(8)			—
Income from discontinued operations before income taxes		$	39		$	16		$	107		$	44
Income tax expense		9			4			25			10
Income from discontinued operations, net of tax		$	30		$	12		$	82		$	34

The table below presents the aggregate carrying amounts for the major classes of assets and liabilities held for sale related to EnerBank:

In Millions
	September 30, 2021			December 31, 2020
Assets
Current
Cash and cash equivalents		$	104		$	136
Accounts receivable and other current assets		143			18
Notes receivable, less allowance of $28 in 2021 and $32 in 2020		247			275
Total current assets		$	494		$	429
Non‑current
Plant, property, and equipment, net		$	29		$	22
Notes receivable, less allowance of $84 in 2021 and $91 in 2020		2,532			2,612
Other non‑current assets		45			46
Total non‑current assets		$	2,606		$	2,680
Total assets		$	3,100		$	3,109
Liabilities
Current
Current portion of long-term debt		$	1,199		$	915
Accounts payable and other current liabilities		34			38
Total current liabilities		$	1,233		$	953
Non‑current
Long-term debt		$	1,522		$	1,890
Other non‑current liabilities		1			4
Total non‑current liabilities		$	1,523		$	1,894
Total liabilities		$	2,756		$	2,847

Consumers Energy Company

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Exit Activities and Discontinued Operations

Exit Activities and Discontinued Operations

Exit Activities: Under its Clean Energy Plan, Consumers plans to retire the D.E. Karn coal-fueled electric generating units in 2023. In 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 began deferring these costs as a regulatory asset in 2021. Within its 2021 IRP, Consumers proposes to retire the J.H. Campbell coal-fueled generating units. No retention incentive costs related to this retirement will be recognized unless Consumers’ 2021 IRP is approved by the MPSC.

As of September 30, 2021, the cumulative cost incurred and charged to expense related to the D.E. Karn retention incentive program was $16 million. Additionally, an amount of $4 million has been capitalized as a cost of plant, property, and equipment and an amount of $5 million has been deferred as a regulatory asset. Presented in the following table is a reconciliation of the retention benefit liability recorded in other liabilities on Consumers’ consolidated balance sheets:

In Millions
	Nine Months Ended
September 30	2021			2020
Retention benefit liability at beginning of period		$	11		$	4
Costs incurred and charged to maintenance and other operating expenses		—			11
Costs deferred as a regulatory asset1		5			—
Costs incurred and capitalized		1			1
Retention benefit liability at the end of the period2		$	17		$	16

1Includes $1 million for the three months ended September 30, 2021.

2Includes current portion of other liabilities of $5 million at September 30, 2021 and $7 million at September 30, 2020.

Discontinued Operations: In June 2021, CMS Energy entered into an agreement for EnerBank to merge with Regions Bank. The merger was completed on October 1, 2021. CMS Energy received proceeds of approximately $1.0 billion from the transaction and expects to recognize a pre-tax gain of approximately $660 million in the fourth quarter of 2021, both of which may be impacted by customary post-closing adjustments. CMS Energy intends to use the proceeds from the merger to fund key initiatives in its core energy business related to safety, reliability, and its clean energy transformation. Under the merger agreement, CMS Energy agreed to indemnify Regions Bank for losses resulting from various matters, primarily breaches of representations and warranties and covenants. CMS Energy considers it remote that it would be required to indemnify or incur substantial losses related to these matters.

As a result of the agreement, EnerBank’s results of operations are presented as income from discontinued operations on CMS Energy’s consolidated statements of income for the three and nine months ended September 30, 2021 and 2020. The assets and liabilities of EnerBank are presented as held for sale on CMS Energy’s consolidated balance sheets at September 30, 2021 and December 31, 2020. Also, as a result of the agreement, EnerBank is not included in the composition of CMS Energy’s reportable segments. For more information regarding the composition of CMS Energy’s reportable segments, see Note 11, Reportable Segments.

The table below presents the financial results of EnerBank included in income from discontinued operations:

In Millions
	Three Months Ended						Nine Months Ended
September 30	2021			2020			2021			2020
Operating revenue		$	70		$	68		$	209		$	191
Expenses
Operating expenses		17			39			60			104
Interest expense		11			13			34			43
Income before income taxes		$	42		$	16		$	115		$	44
Transaction costs		(3)			—			(8)			—
Income from discontinued operations before income taxes		$	39		$	16		$	107		$	44
Income tax expense		9			4			25			10
Income from discontinued operations, net of tax		$	30		$	12		$	82		$	34

The table below presents the aggregate carrying amounts for the major classes of assets and liabilities held for sale related to EnerBank:

In Millions
	September 30, 2021			December 31, 2020
Assets
Current
Cash and cash equivalents		$	104		$	136
Accounts receivable and other current assets		143			18
Notes receivable, less allowance of $28 in 2021 and $32 in 2020		247			275
Total current assets		$	494		$	429
Non‑current
Plant, property, and equipment, net		$	29		$	22
Notes receivable, less allowance of $84 in 2021 and $91 in 2020		2,532			2,612
Other non‑current assets		45			46
Total non‑current assets		$	2,606		$	2,680
Total assets		$	3,100		$	3,109
Liabilities
Current
Current portion of long-term debt		$	1,199		$	915
Accounts payable and other current liabilities		34			38
Total current liabilities		$	1,233		$	953
Non‑current
Long-term debt		$	1,522		$	1,890
Other non‑current liabilities		1			4
Total non‑current liabilities		$	1,523		$	1,894
Total liabilities		$	2,756		$	2,847