8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) October 24, 2019

Commission	Registrant; State of Incorporation;	IRS Employer
File Number	Address; and Telephone Number	Identification No.
1-9513	CMS ENERGY CORPORATION (A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550	38-2726431
1-5611	CONSUMERS ENERGY COMPANY (A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550	38-0442310

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange  on which registered
CMS Energy Corporation Common Stock, $0.01 par value	CMS	New York Stock Exchange
CMS Energy Corporation 5.625% Junior Subordinated Notes due 2078	CMSA	New York Stock Exchange
CMS Energy Corporation 5.875% Junior Subordinated Notes due 2078	CMSC	New York Stock Exchange
CMS Energy Corporation 5.875% Junior Subordinated Notes due 2079	CMSD	New York Stock Exchange
Consumers Energy Company Cumulative Preferred Stock, $1.00 par value:$4.50 Series	CMS-PB	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  Emerging growth company:  CMS Energy Corporation ¨        Consumers Energy Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  CMS Energy Corporation ¨        Consumers Energy Company ¨

Item 2.02. Results of Operations and Financial Condition.

On October 24, 2019, CMS Energy Corporation (“CMS Energy”) issued a News Release, in which it announced its 2019 third quarter results. Attached as Exhibit 99.1 to this report and incorporated herein by reference is a copy of the CMS Energy News Release, furnished as a part of this report.

Exhibit 99.1 contains certain financial measures that are considered “non-GAAP financial measures” as defined in Securities and Exchange Commission rules. Other than forward-looking earnings guidance, Exhibit 99.1 contains a reconciliation of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States. CMS Energy provides forward-looking earnings guidance on an adjusted basis. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, regulatory items from prior years, or other items. Because CMS Energy is not able to estimate the impact of specific line items, which have the potential to significantly impact reported earnings in future periods, Exhibit 99.1 does not contain reported earnings guidance nor a reconciliation for the comparable future period earnings. Management views adjusted earnings as a key measure of the company’s present operating financial performance and uses adjusted earnings for external communications with analysts and investors. Internally, the company uses adjusted earnings to measure and assess performance. The adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for the reported earnings. All references to earnings per share are on a diluted basis.  

Item 7.01. Regulation FD Disclosure.

The information set forth in the CMS Energy News Release dated October 24, 2019, attached as Exhibit 99.1, is incorporated by reference in response to this Item 7.01.

CMS Energy will hold a webcast to discuss its 2019 third quarter results and provide a business and financial outlook on October 24 at 8:30 a.m. (EDT). A copy of the CMS Energy presentation is furnished as Exhibit 99.2 to this report. A webcast of the presentation will be available on the CMS Energy website, www.cmsenergy.com.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Investors and others should note that CMS Energy routinely posts important information on its website and considers the Investor Relations section, www.cmsenergy.com/investor-relations, a channel of distribution.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.  

	Exhibit Index
99.1		CMS Energy News Release dated October 24, 2019
99.2		CMS Energy presentation dated October 24, 2019
104		Cover Page lnteractive Data File (the cover page XBRL tags are embedded in the lnline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

		CMS ENERGY CORPORATION
Dated: October 24, 2019	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and
		Chief Financial Officer
		CONSUMERS ENERGY COMPANY
Dated: October 24, 2019	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and
		Chief Financial Officer

EX-99.1

Exhibit 99.1

 

CMS Energy Announces Third Quarter Earnings of $0.73 Per Share, Introduces 2020 Earnings Guidance and New $25 Billion 10-Year Capital Plan

JACKSON, Mich., October 24, 2019 – CMS Energy announced today reported net income of $207 million or $0.73 per share, for the third quarter of 2019, compared to $169 million or $0.59 per share for the same quarter in 2018. For the first nine months of 2019, the company reported net income of $513 million or $1.81 per share, compared to $549 million or $1.94 for the comparable period in 2018. The key drivers of CMS Energy’s year-to-date financial performance were unfavorable weather and storm activity, partially offset by investment recovery and favorable sales mix.

CMS Energy reaffirmed its guidance for 2019 adjusted earnings of $2.47 - $2.51 per share (*See below for important information about non-GAAP measures) or 6 to 8 percent annual adjusted earnings per share growth. Additionally, CMS Energy introduced 2020 adjusted earnings per share guidance of $2.63 to $2.68, reflecting continued strong growth of 6 to 8 percent.

“The company’s third quarter results confirm our commitment to finish the year strong both operationally and financially,” said Patti Poppe, President and CEO of CMS Energy and Consumers Energy. “As we look to 2020, we will continue to focus on the triple bottom line of people, planet and profit.”

CMS Energy noted several accomplishments during the quarter:

· Received a gas rate case order, supporting $1.2 billion of gas infrastructure investment to improve safety and reliability

· Issued a Request for Proposal to acquire 300 MW of solar projects as part of the Clean Energy Plan

· Ranked #1 in J.D. Power Midwest Large Residential Gas Study

· Committed to net-zero methane emissions by 2030 for our natural gas distribution system

CMS Energy (NYSE: CMS) is a Michigan-based company that has an electric and natural gas utility, Consumers Energy, as its primary business. It also owns and operates independent power generation businesses.

# # #

CMS Energy will hold a webcast to discuss its 2019 third quarter results and provide a business and financial outlook on October 24 at 8:30 a.m. (EDT). To participate in the webcast, go to CMS Energy’s homepage (cmsenergy.com) and select “Investor Meeting.”

Important information for investors about non-GAAP measures and other disclosures.

*This news release contains non-Generally Accepted Accounting Principles (non-GAAP) measures, such as adjusted earnings. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, regulatory items from prior years, or other items detailed in the attached summary financial statements. Management views adjusted earnings as a key measure of the company's present operating financial performance and uses adjusted earnings for external communications with analysts and investors. Internally, the company uses adjusted earnings to measure and assess performance. Because the company is not able to estimate the impact of specific line items, which have the potential to significantly impact, favorably or unfavorably, the company's reported earnings in future periods, the company is not providing reported earnings guidance nor is it providing a reconciliation for the comparable future period earnings. The company’s adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for the reported earnings. All references to earnings per share are on a diluted basis.

This news release contains "forward-looking statements." The forward-looking statements are subject to risks and uncertainties that could cause CMS Energy’s and Consumers Energy’s results to differ materially. All forward-looking statements should be considered in the context of the risk and other factors detailed from time to time in CMS Energy's and Consumers Energy's Securities and Exchange Commission filings. 

Investors and others should note that CMS Energy routinely posts important information on its website and considers the Investor Relations section, www.cmsenergy.com/investor-relations, a channel of distribution.

For more information on CMS Energy, please visit our website at cmsenergy.com. To sign up for email alert notifications, please visit the Investor Relations section of our website.

Media Contacts: Katie Carey, 517/788-2395

Investment Analyst Contact: CMS Energy Investor Relations, 517/788-2590

Page 1 of 3

CMS ENERGY CORPORATION
Consolidated Statements of Income
(Unaudited)

	In Millions, Except Per Share Amounts
	Three Months Ended				Nine Months Ended
	9/30/19		9/30/18		9/30/19		9/30/18
Operating revenue	$	1,546	$	1,599	$	5,050	$	5,044
Operating expenses		1,195		1,305		4,122		4,132
Operating Income		351		294		928		912
Other income		31		22		81		73
Interest charges		133		114		385		337
Income Before Income Taxes		249		202		624		648
Income tax expense		42		33		110		98
Net Income		207		169		514		550
Income attributable to noncontrolling interests		-		-		1		1
Net Income Available to Common Stockholders	$	207	$	169	$	513	$	549
Basic Earnings Per Average Common Share	$	0.73	$	0.60	$	1.81	$	1.95
Diluted Earnings Per Average Common Share		0.73		0.59		1.81		1.94

Page 2 of 3

CMS ENERGY CORPORATION

Summarized Consolidated Balance Sheets

(Unaudited)

	In Millions
	As of
	9/30/19		12/31/18
Assets
Current assets
Cash and cash equivalents	$	403	$	153
Restricted cash and cash equivalents		29		21
Other current assets		1,873		2,294
Total current assets		2,305		2,468
Non-current assets
Plant, property, and equipment		18,524		18,126
Other non-current assets		5,180		3,935
Total Assets	$	26,009	$	24,529
Liabilities and Equity
Current liabilities (1)	$	1,091	$	1,531
Non-current liabilities (1)		6,729		6,429
Capitalization
Debt, capital leases, and financing obligation (excluding securitization debt) (2)
Debt, capital leases, and financing obligation (excluding non-recourse and securitization debt)		10,460		9,646
Non-recourse debt		2,471		1,854
Total debt, capital leases, and financing obligation (excluding securitization debt)		12,931		11,500
Noncontrolling interests		37		37
Common stockholders' equity		4,957		4,755
Total capitalization (excluding securitization debt)		17,925		16,292
Securitization debt (2)		264		277
Total Liabilities and Equity	$	26,009	$	24,529

⁽¹⁾ Excludes debt, capital leases, and financing obligation.

⁽²⁾ Includes current and non-current portions.

CMS ENERGY CORPORATION

Summarized Consolidated Statements of Cash Flows

(Unaudited)

	In Millions
	Nine Months Ended
	9/30/19			9/30/18
Beginning of Period Cash and Cash Equivalents, Including Restricted Amounts	$	175		$	204
Net cash provided by operating activities		1,395			1,565
Net cash used in investing activities		(2,212	)		(1,815	)
Cash flows from operating and investing activities		(817	)		(250	)
Net cash provided by financing activities		1,075			412
Total Cash Flows	$	258		$	162
End of Period Cash and Cash Equivalents, Including Restricted Amounts	$	433		$	366

Page 3 of 3

CMS ENERGY CORPORATION
Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income
(Unaudited)

	In Millions, Except Per Share Amounts
	Three Months Ended				Nine Months Ended
	9/30/19		9/30/18		9/30/19		9/30/18
Net Income Available to Common Stockholders	$	207	$	169	$	513	$	549
Reconciling items:
Other exclusions from adjusted earnings		1		*		1		1
Tax impact		(*)		(*)		(*)		(*)
Gain on assets previously sold		-		-		(*)		(4	)
Tax impact		-		-		*		1
Adjusted net income – non-GAAP	$	208	$	169	$	514	$	547
Average Common Shares Outstanding
Basic		283.0		282.5		282.9		282.1
Diluted		284.6		283.2		284.2		282.8
Basic Earnings Per Average Common Share
Reported net income per share	$	0.73	$	0.60	$	1.81	$	1.95
Reconciling items:
Other exclusions from adjusted earnings		*		*		*		*
Tax impact		(*)		(*)		(*)		(*)
Gain on assets previously sold		-		-		(*)		(0.01	)
Tax impact		-		-		*		*
Adjusted net income per share – non-GAAP	$	0.73	$	0.60	$	1.81	$	1.94
Diluted Earnings Per Average Common Share
Reported net income per share	$	0.73	$	0.59	$	1.81	$	1.94
Reconciling items:
Other exclusions from adjusted earnings		*		*		*		*
Tax impact		(*)		(*)		(*)		(*)
Gain on assets previously sold		-		-		(*)		(0.01	)
Tax impact		-		-		*		*
Adjusted net income per share – non-GAAP	$	0.73	$	0.59	$	1.81	$	1.93

* Less than $0.5 million or $0.01 per share.

Management views adjusted (non-Generally Accepted Accounting Principles) earnings as a key measure of the Company's present operating financial performance and uses adjusted earnings for external communications with analysts and investors.  Internally, the Company uses adjusted earnings to measure and assess performance.  Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, regulatory items from prior years, or other items detailed in these summary financial statements.  Adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for reported earnings.

EX-99.2

Exhibit 99.2

FOCUSED ON WORLD CLASS PERFORMANCE Third Quarter 2019 Results and Outlook October 24, 2019

2 This presentation is made as of the date hereof and contains “forward - looking statements” as defined in Rule 3b - 6 of the Securit ies Exchange Act of 1934, Rule 175 of the Securities Act of 1933, and relevant legal decisions. The forward - looking statements are subject to risks and uncertainties. All forward - looking statements should be considered in the context of the risk and other factors detailed from time to time in CMS E nergy’s and Consumers Energy’s Securities and Exchange Commission filings. Forward - looking statements should be read in conjunction with “FORWARD - LOOK ING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections of CMS Energy’s and Consumers Energy’s most recent Form 10 - K and as upda ted in reports CMS Energy and Consumers Energy file with the Securities and Exchange Commission. CMS Energy’s and Consumers Energy’ s “FORWARD - LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections are incorporated herein by reference and discuss import ant factors that could cause CMS Energy’s and Consumers Energy’s results to differ materially from those anticipated in such stat eme nts. CMS Energy and Consumers Energy undertake no obligation to update any of the information presented herein to reflect facts, events or circum sta nces after the date hereof. The presentation also includes non - GAAP measures when describing CMS Energy’s results of operations and financial performance. A reconciliation of each of these measures to the most directly comparable GAAP measure is included in the appendix and posted on our website at www.cmsenergy.com . CMS Energy provides historical financial results on both a reported (GAAP) and adjusted (non - GAAP) basis and provides forward - lo oking guidance on an adjusted basis. During an oral presentation, references to “earnings” are on an adjusted basis. All references to earnings per share are on a diluted basis. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, regula tor y items from prior years, or other items. Management views adjusted earnings as a key measure of the company’s present operating financial performance and uses adjusted earnings for external communications with analysts and investors. Internally, the company uses adjusted earnings to measure and assess performance. Because the company is not able to estimate the impact of specific line items, which have the potential to signifi cantly impact, favorably or unfavorably, the company's reported earnings in future periods, the company is not providing reported earnings guidance nor i s i t providing a reconciliation for the comparable future period earnings. The adjusted earnings should be considered supplemental information t o assist in understanding our business results, rather than as a substitute for the reported earnings. Similarly, management views the ra tio of Funds From Operations (FFO)/Average Debt as a key measure of the company’s operating financial performance and its financial position, a nd uses the ratio for external communications with analysts and investors. Because the company does not establish its target FFO/Average Debt ratio ba sed on a specific target numerator and target denominator, the company is unable to provide a reconciliation to a comparable GAAP financial mea sur e for future periods. Investors and others should note that CMS Energy routinely posts important information on its website and considers the Inves tor Relations section, www.cmsenergy.com/investor - relations , a channel of distribution.

Agenda Outlook & Business Update Patti Poppe President & CEO Financial Results Rejji Hayes Executive VP & CFO 3 PROFIT PLANET PEOPLE

4 EPS Results and Guidance . . . . . . r eaffirmed and consistent with long - term growth. a a Adjusted EPS (non - GAAP) First nine months 2019: at $1.81 remains on track with Plan 2019 Full - year guidance reaffirmed: • at $2.47 - $2.51, up 6% to 8% 2020 Full - year guidance introduced: • at $ 2.63 - $2.68 , up 6% to 8% Future long - term annual growth: • at +6% to +8%

Utility Customer Investment Plan . . . . . . includes increased renewables and maintains focus on safety & reliability. Upside Opportunities Investment Plan 5 Prior ‘19 - ‘23 Plan Capital Investment ( Bn ) : Electric Utility New Utility Renewables Gas Utility Total $25 Bn 10 - Yr Plan with $3 - $4 Bn of Opportunities $ 5 1 5 $ 11 $ 5 1¾ 5 $ 11¾ $ 11 4 10 $ 25 New 10 - Yr Plan Electric Reliability Grid Modernization Gas Distribution Gas Pipeline Total 10 - Yr Plan ( Bn ) Revised ‘19 - ‘23 Plan a a 10 - yr Plan includes years 2019 through 2028 .

Regulatory Outlook . . . Electric Regulatory / Policy 2019 6 . . . l imited to general rate cases . 9/26: Final order $156.5 MM U - 20322 9.9% ROE Q1 : File next electric rate case Dec. File next gas rate case Gas Gas 9/26: Calc. C order U - 20309   a $13 MM of Calc. C included in rates, offset by lower tax expense a 2020 Q4 : Expected final order 2016 Energy Law fully implemented Dec. Expected final order

Story of the Month . . . • rank from fourth quartile • Better customer experience driven by digital and infrastructure improvements • Lower vintage service line unit costs and improved on time delivery • Net - zero methane emissions goal by 2030 • Support for future investment from recent gas rate case order Driven by Triple Bottom Line 2010 2019 . . . #1 for gas in the Midwest. JD Power Ranking CMS CMS 2010 2019 1 st Quartile: > 630 a 2019 Midwest Large Residential Gas 1 st Quartile: > 755 601 767 7 PEOPLE • PLANET • PROFIT PROFIT PEOPLE PLANET PERFORMANCE b b For natural gas delivery system a

+7% Consistent Growth Through . . . Recession Governor (R) Governor (D) Commission (D) Commission (R) Recession 7% CAGR Polar vortex Cold Feb. Mild summer Warm winter Hot summer Hot summer Cold winter Cold winter Summer - “less” Mild summer Mild summer Commission (D) Hurt Help EPS a Adjusted EPS (non - GAAP) a Warm winter Hot summer Dividend Weather . . . changing circumstances . Commission (I) Cold Feb. Warm Dec. Warm winter Warm winter +6% to +8% 8 b b Non - GAAP 2003 2005 2006 2007 2008 2009 2010 2011 2004 2018 2017 2016 2015 2014 2013 2012 2019 Hot summer (D) (D)

9 2019 YTD Performance . . . . . . o n track with P lan . By Business Segment Results Utility Enterprises Interest & other CMS Energy $1.94 2018 2019 $1.89 0. 06 (0.14) $1.81 $1.73 $ 1.77 $1.81 EPS Third Quarter EPS – (GAAP) Adjustment Adjusted (non - GAAP) 59¢ -- 59¢ 73 ¢ -- 73 ¢ EPS – (GAAP) Weather - normalized a a Adjusted EPS (non - GAAP) Adjustment Adjusted (non - GAAP) -- $1.81 (0.01) $1.93 47 ¢ 68 ¢ Weather - normalized Year - to - Date a a

10 2019 EPS . . . First Nine Months Three Months To Go $2.33 . . . o n track with three months to go. YTD $1.81 $2.47 - $2.51 YTD $1.93 6% - 8% 15 ¢ a a Adjusted EPS (non - GAAP) (8)¢ 13 ¢ (2) ¢ - 2¢ 2 ¢ Weather Storm Costs Rates and Investments Usage, Enterprises Tax & Other Rates & Investment Absence of 2018 Weather & Reinvestments Usage, Enterprises, Tax & Other 2018 2019 (12) ¢ 26¢ - 30 ¢ (16)¢ 10¢  Weather Reinvestment ( 7 )¢ 22 15 ¢ Absent 2018:

$1.20 $1.40 $1.60 $1.80 $2.00 $2.20 $2.40 $2.60 Managing Work Every Year . . . . . . maximizes benefits for customers and investors . 2011 2012 2013 2014 2015 Offsets RECORD WARM Mild Summer Cost productivity above plan Reinvestment Hot Summer Mild Winter Hot Summer Storms Cost productivity above plan 0 Reinvestment EPS a Adjusted EPS (non - GAAP) a 2016 Storms Cost productivity above plan Cost productivity 2017 +7% +7% +7% +7% +7% +7% +7% 11 Weather & Storms 2018 +7% Hot Summer Reinvestment 2019 Q4 O&M $ 289 MM $ 373 MM $ 80 + MM Reinvested 2017 2018 b Utility operating and maintenance expense b

Our Self - Funding Model . . . EPS Growth - Cost management (O&M, fuel, purchased power) - Sales (economic development, energy efficiency) - Other (Enterprises, tax planning, etc.) INVESTMENT SELF - FUNDED Customer Prices “at or below inflation” Plan 6% - 8% . . . d elivers consistent growth while maintaining affordability. 2 - 3 pts 1 2 5 - 6 pts Self - Funding: 12 a Adjusted EPS (non - GAAP) a < 2%

Managing Customer Bills . . . . . . provides headroom for additional customer investment. 13 ~70% a Source: Fred.stlouisfed.org, Bls.gov, Consumers Internal Bills; Percentages may not total100% due to rounding. 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Fuel and Power Costs Taxes 100% Capital Investments O&M Costs Cost of Capital ~70% (Electric & Gas) a Housing ~ 30% Other ~ 25% Food ~ 13% Utility Bill ~ 4% Utility Bill ~ 3½% Down 50 bps! Consumers Energy Bill as % of Michigan Household Income, Adj. Dollars. Healthcare ~ 9% TV & Phone ~ 4% Housing ~ 30% Other ~ 30% Transportation ~ 15% Food ~ 12% Healthcare ~ 5% TV & Phone ~ 4% ~$15 Bn Customer Investment (2007 - 2017) Transportation ~ 15% 2007 2017 Cost Components Residential Bills as % of Wallet

Economic Development is Robust . . . Customer Committed Load . . . and helps drive our model. 14 2016 2017 2018 2019 45 MW 69 MW Residential 59% Commercial 28% Other Industrial 9% Other 2% Diversified Customer Base Building Permits Population Growth Unemployment* 187 8 2.9 120 6 3.7 Grand Rapids U.S . Economic Indicators: % % (2018 Electric & Gas Rate Mix) +53% Auto 2% Target 100 MW % % % % 101 MW *August 2019 Unemployment Source: bea.gov, census.gov, bls.gov +46% b Tariff net of PSCR and GCR 2010  2018 b a a Annualized numbers August 2010 August 2019

2019 Sensitivities . . . Full Year Impact Sensitivity EPS OCF Sales • Electric (37,789 GWh ) • Gas (303 Bcf ) + 1% + 5 + 6 ¢ + 9 + $ 25 + 35 Gas prices (NYMEX) + 50¢ 0 55 Utility ROE (planned) • Electric (10.0%) • Gas (10.0%) + 10 bps + 10 + 1½ + < ½ + 6 + ~1 Interest rates + 25 bps <1 2 Effective tax rate (19%) + 100 bps 3 0 – + . . . reflect strong risk mitigation. – + (MM) b Reflect 2019 sales forecast; weather - normalized 15 Settled order 1/9 a Adjusted (non - GAAP) a c After the impact of pension expense – + – + b c Order received 9/26

Compelling Investment Thesis . . . 16 . . . adaptive to changing conditions. Aging Infrastructure Constructive Regulation Strong Cash Flow & Balance Sheet Diversified Service Territory Affordable Prices Clean Energy Leader

17 Q & A Thank You! See you at EEI

Appendix

2019 and Long - Term Financial Targets . . . 19 Adjusted EPS (non - GAAP) DPS growth Operating cash flow (MM) Customer bills Electric Gas FFO/average debt (non - GAAP) Utility investment ( Bn ) Planned e quity issuance (MM) . . . provide sustainable benefits for customer and investors. 2019 $2.47 to $2.51 +6% to +8% $1,650 2 % ~ 17% $2.2 Five - Year Plan +6% to +8% Up $100 < Inflation ~ 17% In - line w/ earnings ~ $2.2/ yr. $70 Avg. ~ $150/ yr. (4)% _ _ _ _ _ a Beginning in 2020 a 19 (solid investment grade) In - line w/ earnings b b 2018 normalized weather (solid investment grade)

Revised Utility Investment Plan 20 Revised 5 - year Plan ( Bn ) Electric Utility New Renewables Gas Utility Total Depreciation & Amortization $ 1.0 0.2 1.0 $ 2.2 $1.0 2023 $ 1.0 0.3 1.0 $ 2.3 $1.1 2020 2021 2022 Total 2019 $ 1.1 0.3 1.0 $ 2.4 $1.2 $ 1.0 0.3 1.0 $ 2.3 $1.1 $ 1.0 0.5 1.1 $ 2.6 $1.0 $5.1 1.6 5.1 $ 11.8 $5.4

Regulatory Outlook . . . Electric Regulatory / Policy 2019 21 3/23: Filed settlement agreement for IRP . . . b uilds on recent momentum and provides long - term visibility. 6/7: IRP settlement order approved U - 20165 9/26: Final order $156.5 MM U - 20322 9.9% ROE Next Electric Filing 1/9: Settlement approved U - 20134 10% ROE  Q4: File next gas rate case 7/18: Demand Response order U - 20164 2/7: REP approved for 525 MW of wind   Gas Gas 2020  9/26: Calc. C order U - 20309    a a $13 MM of Calc. C included in rates, offset by lower tax expense

Dec. 2012 Dec. 2015 Dec. 2016 Dec. 2017 Jun. 2019 Sep. 2020 Solid Rate Case History . . . 22 Dec. 2013 May 2016 Aug. 2017 Sep. 2018 Dec. 2019 $11.1 $5.2 $4.3 $4.1 $6.4 $10.7 $10.7 $9.8 Electric Rate Base ( Bn ) Gas Rate Base ( Bn ) Settled  Settled  Settled  Order 9/26 $8.5 Settled  Settled  $3.6 . . . demonstrates our ability to prioritize customers and investors. $3.1 Settled  2013A 2019E $106 $106 Residential Electric Bill Flat 2013A 2019E $60 $87 Residential Gas Bill (31)% Includes Renewables, 2019 assumes $500 MM in Renewables a b b a Source: bls.gov for historical data, Bloomberg for 2019 estimate; current dollars c Data as of test - year end b c c Stay out (Weather - normalized) (Weather - normalized) 

Operating Cash Flow Generation . . . . . . remains strong and supports our capital plan. (1.3) (0.8) (0.3) 0.2 0.7 1.2 1.7 2.2 2018 2019 2020 2021 2022 2023 Amount ( Bn ) $ Investment Cash flow before dividend NOLs & credits $0.4 $0.3 $0.3 $0.4 $0.4 $0.5 23 > $9 Bn in aggregate 1.70 1.65 1.75 1.85 1.95 2.05

2019 Financing Plan . . . 24 Plan New Issuances: (MM) • Supports Utility investment • Provides short - term liquidity • Senior unsecured & hybrids • H ealthy balance sheet Consumers Energy: First Mortgage Bonds CMS Parent: Term Loan (drawn) Long - term Debt Planned Equity $600 $ 300 630 70 Consumers Energy CMS Parent $ 0 480 Retirements:   All priced through 2020 . . . largely executed .  $465  $300  550 • Refinance 2020, 5.65% FMBs • Pay - down term loans YTD $1,001 (MM) $300 MM FMBs (3.75%) 550 MM FMBs (3.10%) 76 MM ESOP FRN (1.86%) 75 MM Tax Exempt (1.80%) $1,001 MM 630 -- a As of 10/24/2019 a b As of 9/30 /2019 c Variable rated limited obligation revenue bond b c

S&P / Fitch Moody’s S&P (Dec. ‘18) Moody’s (Jul. ‘19) Fitch (Oct. ‘19) AA - Aa3 A+ A1 A A2 A - A3 BBB+ Baa1 BBB Baa2 BBB - Baa3 BB+ Ba1 BBB+ Baa1 BBB Baa2 BBB - Baa3 BB+ Ba1 BB Ba2 BB - Ba3 B+ B1 B B2 B - B3 Outlook Stable Stable Stable . . . at solid investment - grade levels. Credit Metrics Maintained . . . Present Prior 2002 Consumers Secured CMS Unsecured 25 • Strong financial position • Growing operating cash flow • Return on regulated investment • Supportive regulatory environment Ratings Drivers Highest Governance Practices Score (GA - 1)

GAAP Reconciliation

27 In Millions, Except Per Share Amounts Three Months Ended Nine Months Ended 9/30/19 9/30/18 9/30/19 9/30/18 Electric Utility Reported net income per share $ 0.78 $ 0.70 $ 1.47 $ 1.65 Reconciling items: Other exclusions from adjusted earnings - - - - Adjusted net income per share – non - GAAP $ 0.78 $ 0.70 $ 1.47 $ 1.65 Gas Utility Reported net income (loss) per share $ (0.03) $ (0.07) $ 0.42 $ 0.37 Reconciling items: Other exclusions from adjusted earnings - - - - Adjusted net income per share – non - GAAP $ (0.03) $ (0.07) $ 0.42 $ 0.37 Enterprises Reported net income per share $ 0.02 $ 0.01 $ 0.06 $ 0.12 Reconciling items: Other exclusions from adjusted earnings * * * * Tax impact (*) (*) (*) (*) Gain on assets previously sold - - (*) (0.01) Tax impact - - * * Adjusted net income per share – non - GAAP $ 0.02 $ 0.01 $ 0.06 $ 0.11 Corporate Interest and Other Reported net loss per share $ (0.04) $ (0.05) $ (0.14) $ (0.20) Reconciling items: Other exclusions from adjusted earnings * * * * Tax impact (*) (*) (*) (*) Adjusted net loss per share – non - GAAP $ (0.04) $ (0.05) $ (0.14) $ (0.20) Consolidated Reported net income per share $ 0.73 $ 0.59 $ 1.81 $ 1.94 Reconciling items: Other exclusions from adjusted earnings * * * * Tax impact (*) (*) (*) (*) Gain on assets previously sold - - (*) (0.01) Tax impact - - * * Adjusted net income per share – non - GAAP $ 0.73 $ 0.59 $ 1.81 $ 1.93 Average Common Shares Outstanding – Diluted 284.6 283.2 284.2 282.8 * Less than $0.01 per share. CMS ENERGY CORPORATION Reconciliation of GAAP EPS to Non - GAAP Adjusted EPS by Segment (Unaudited)

28 In Millions, Except Per Share Amounts 2019 1Q 2Q 3Q Net Income Available to Common Stockholders $ 213 $ 93 $ 207 Reconciling items: Electric utility and gas utility - - - Tax impact - - - Enterprises (*) * 1 Tax impact * (*) (*) Corporate interest and other * * * Tax impact (*) (*) (*) Adjusted Net Income – Non - GAAP $ 213 $ 93 $ 208 Average Common Shares Outstanding – Diluted 283.6 284.0 284.6 Diluted Earnings Per Average Common Share $ 0.75 $ 0.33 $ 0.73 Reconciling items: Electric utility and gas utility - - - Tax impact - - - Enterprises (*) * * Tax impact * (*) (*) Corporate interest and other * * * Tax impact (*) (*) (*) Adjusted Diluted Earnings Per Average Common Share – Non - GAAP $ 0.75 $ 0.33 $ 0.73 In Millions, Except Per Share Amounts 2018 1Q 2Q 3Q 4Q Net Income Available to Common Stockholders $ 241 $ 139 $ 169 $ 108 Reconciling items: Electric utility and gas utility - - - - Tax impact - - - 2 Enterprises * (3) * 8 Tax impact (*) 1 (*) (5) Corporate interest and other * * * * Tax impact (*) (*) (*) (1) Adjusted Net Income – Non - GAAP $ 241 $ 137 $ 169 $ 112 Average Common Shares Outstanding – Diluted 282.2 282.6 283.2 283.3 Diluted Earnings Per Average Common Share $ 0.86 $ 0.49 $ 0.59 $ 0.38 Reconciling items: Electric utility and gas utility - - - - Tax impact - - - * Enterprises * (0.01) * 0.03 Tax impact (*) * (*) (0.01) Corporate interest and other * * * * Tax impact (*) (*) (*) (*) Adjusted Diluted Earnings Per Average Common Share – Non - GAAP $ 0.86 $ 0.48 $ 0.59 $ 0.40 * Less than $0.5 million or $0.01 per share. CMS ENERGY CORPORATION Reconciliation of GAAP Net Income to Non - GAAP Adjusted Net Income by Quarter (Unaudited)

29 CMS ENERGY CORPORATION Earnings Per Share By Year GAAP Reconciliation (Unaudited) GAAP GAAP 2018 over 2018 over 2003 2017 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 CAGR Growth Reported earnings (loss) per share - GAAP ($0.30) $0.64 ($0.44) ($0.41) ($1.02) $1.20 $0.91 $1.28 $1.58 $1.42 $1.66 $1.74 $1.89 $1.98 $1.64 $2.32 NM 41% Pretax items: Electric and gas utility 0.32 (0.60) - - (0.06) 0.08 0.55 0.05 - 0.27 - - - 0.04 - - Tax impact (0.11) 0.21 - - (0.01) (0.03) (0.22) (0.02) - (0.10) - - - (0.01) 0.12 (b) 0.01 Enterprises 0.93 0.97 0.06 (0.12) 1.67 (0.02) 0.14 (0.05) * (0.01) * 0.05 * * * 0.02 Tax impact (0.19) (0.35) (0.02) 0.10 (0.42) * (0.05) 0.02 (0.11) * (*) (0.02) (*) (*) 0.20 (b) (0.02) Corporate interest and other 0.25 (0.06) 0.06 0.45 0.17 0.01 0.01 * - * * * * 0.02 0.01 * Tax impact (0.09) 0.03 (0.02) (0.18) (0.49) (0.03) (*) (*) (0.01) (*) (*) (*) (*) (0.01) 0.20 (b) (*) Discontinued operations (income) loss, net (0.16) 0.02 (0.07) (0.03) 0.40 (*) (0.08) 0.08 (0.01) (0.03) * (*) (*) * * (*) Asset impairment charges - - 2.80 1.07 0.93 - - - - - - - - - - - Adjusted Adjusted Tax impact - - (0.98) (0.31) (0.33) - - - - - - - - - - - 2018 over 2018 over Cumulative accounting changes 0.25 0.02 - - - - - - - - - - - - - - 2003 2017 Tax impact (0.09) (0.01) - - - - - - - - - - - - - - CAGR Growth Adjusted earnings per share, including MTM - non-GAAP $0.81 $0.87 $1.39 $0.57 $0.84 $1.21 (a) $1.26 $1.36 $1.45 $1.55 $1.66 $1.77 $1.89 $2.02 $2.17 $2.33 7% 7% Mark-to-market 0.04 (0.65) 0.80 Tax impact (0.01) 0.22 (0.29) Adjusted earnings per share, excluding MTM - non-GAAP NA $0.90 $0.96 $1.08 NA NA NA NA NA NA NA NA NA NA NA NA *Less than $0.01 per share. (a) $1.25 excluding discontinued Exeter operations and accounting changes related to convertible debt and restricted stock. (b) Reflects the impact of tax reform. NMis not calculable

30 CMS ENERGY CORPORATION Weather Impact on Year Over Year Earnings (Unaudited) In Millions, Except Per Share Amounts Nine Months Ended 9/30/2019 9/30/2018 Change Net Income Available to Common Stockholders $ 513 $ 549 $ (36) Reconciling items: Other exclusions from adjusted earnings 1 1 - Tax impact (*) (*) - Gain on assets previously sold (*) (4) 4 Tax impact * 1 (1) Adjusted Net Income $ 514 $ 547 $ (33) Reconciling items: Non - normal weather impact (14) (75) 61 Tax impact 4 19 (15) Non - Normal Weather Impact (Net) $ (10) $ (56) $ 46 Adjusted Weather - Normalized Net Income $ 504 $ 491 $ 13 Reported Net Income Per Share $ 1.81 $ 1.94 $ (0.13) Reconciling items: Other exclusions from adjusted earnings * * - Tax impact (*) (*) - Gain on assets previously sold (*) (0.01) 0.01 Tax impact * * - Adjusted Net Income Per Share $ 1.81 $ 1.93 $ (0.12) Reconciling items: Non - normal weather impact (0.05) (0.27) 0.22 Tax impact 0.01 0.07 (0.06) Non - Normal Weather Impact (Net) $ (0.04) $ (0.20) $ 0.16 Adjusted Weather - Normalized Net Income Per Share $ 1.77 $ 1.73 $ 0.04 Average Common Shares Outstanding - Diluted 284.2 282.8 * Less than $0.5 million or $0.01 per share.

31 CMS ENERGY CORPORATION Weather Impact on Year Over Year Earnings (Unaudited) In Millions, Except Per Share Amounts Three Months Ended 9/30/2019 9/30/2018 Change Net Income Available to Common Stockholders $ 207 $ 169 $ 38 Reconciling items: Other exclusions from adjusted earnings 1 * 1 Tax impact (*) (*) - Gain on assets previously sold - - - Tax impact - - - Adjusted Net Income $ 208 $ 169 $ 39 Reconciling items: Non - normal weather impact (17) (43) 26 Tax impact 5 11 (6) Non - Normal Weather Impact (Net) $ (12) $ (32) $ 20 Adjusted Weather - Normalized Net Income $ 196 $ 137 $ 59 Reported Net Income Per Share $ 0.73 $ 0.59 $ 0.14 Reconciling items: Other exclusions from adjusted earnings * * - Tax impact (*) (*) - Gain on assets previously sold - - - Tax impact - - - Adjusted Net Income Per Share $ 0.73 $ 0.59 $ 0.14 Reconciling items: Non - normal weather impact (0.06) (0.16) 0.10 Tax impact 0.01 0.04 (0.03) Non - Normal Weather Impact (Net) $ (0.05) $ (0.12) $ 0.07 Adjusted Weather - Normalized Net Income Per Share $ 0.68 $ 0.47 $ 0.21 Average Common Shares Outstanding - Diluted 284.6 283.2 * Less than $0.5 million or $0.01 per share.

XML

Cover	Oct. 24, 2019
Entity Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 24, 2019
Entity File Number	1-9513
Entity Registrant Name	CMS ENERGY CORPORATION
Entity Central Index Key	0000811156
Entity Tax Identification Number	38-2726431
Entity Incorporation, State or Country Code	MI
Entity Address, Address Line One	One Energy Plaza
Entity Address, City or Town	Jackson
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	49201
City Area Code	517
Local Phone Number	788-0550
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	CMS Energy Corporation Common Stock, $0.01 par value
Trading Symbol	CMS
Security Exchange Name	NYSE
A 5.625 Junior Subordinated Notes Due 2078 Member
Entity Information [Line Items]
Title of 12(b) Security	CMS Energy Corporation 5.625% Junior Subordinated Notes due 2078
Trading Symbol	CMSA
Security Exchange Name	NYSE
A 5.875 Junior Subordinated Notes Due 2078 Member
Entity Information [Line Items]
Title of 12(b) Security	CMS Energy Corporation 5.875% Junior Subordinated Notes due 2078
Trading Symbol	CMSC
Security Exchange Name	NYSE
A 5.875 Junior Subordinated Notes Due 2079 Member
Entity Information [Line Items]
Title of 12(b) Security	CMS Energy Corporation 5.875% Junior Subordinated Notes due 2079
Trading Symbol	CMSD
Security Exchange Name	NYSE
Consumers Energy Company Member
Entity Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 24, 2019
Entity File Number	1-5611
Entity Registrant Name	CONSUMERS ENERGY COMPANY
Entity Central Index Key	0000201533
Entity Tax Identification Number	38-0442310
Entity Incorporation, State or Country Code	MI
Entity Address, Address Line One	One Energy Plaza
Entity Address, City or Town	Jackson
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	49201
City Area Code	517
Local Phone Number	788-0550
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Consumers Energy Company Cumulative Preferred Stock, $1.00 par value:$4.50 Series
Trading Symbol	CMS-PB
Security Exchange Name	NYSE
Entity Emerging Growth Company	false