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) July 29, 2021

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
CMS Energy Corporation, Depositary Shares, each representing a 1/1,000th interest in a share of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C	CMS-PRC	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 July 29, 2021, CMS Energy Corporation (“CMS Energy”) issued a News Release, in which it announced its 2021 second 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. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, changes in accounting principles, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses, recognized in net income, from mark-to-market adjustments related to CMS Enterprises’ interest expense, 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 net income refer to net income available to common stockholders and 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 July 29, 2021, 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 2021 second quarter results and provide a business and financial outlook on July 29 at 9:30 a.m. (ET). 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 July 29, 2021
99.2 104		CMS Energy presentation dated July 29, 2021 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline 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:	July 29, 2021	By:	/s/ Rejji P. Hayes
			Rejji P. Hayes
			Executive Vice President and Chief Financial Officer
			CONSUMERS ENERGY COMPANY
Dated:	July 29, 2021	By:	/s/ Rejji P. Hayes
			Rejji P. Hayes
			Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

 

CMS Energy Announces Strong Second Quarter
Performance with Confidence Toward the High End
of 2021 EPS Guidance

JACKSON, Mich., July 29, 2021 – CMS Energy announced today reported earnings per share of $0.61 for the second quarter of 2021, compared to $0.48 per share for the same quarter in 2020. The company’s reported earnings per share from continuing operations were $0.55 for the second quarter of 2021, compared to $0.45 per share for the same quarter in 2020, which exclude the discontinued operations of EnerBank given the pending sale. The company’s adjusted earnings per share from continuing operations were $0.55 for the second quarter of 2021, compared to $0.46 per share for the same quarter in 2020, which exclude the discontinued operations of EnerBank given the pending sale.

2021 Financial Results

	Q2			YTD
Reported Total EPS (GAAP)	$	0.61		$	1.82
Plus: Disposal of Disc. Ops.		0.01			0.01
Less: EnerBank Disc. Ops.		(0.07	)		(0.19	)
Reported (GAAP) and Adj. Continuing Ops. EPS (non-GAAP)	$	0.55		$	1.64

“CMS Energy is in a solid position to deliver on our commitments to our customers, co-workers, communities, the planet and our investors with a focus on being a world class energy company,” said Garrick Rochow, President and CEO of CMS Energy and Consumers Energy. “With our recent Integrated Resource Plan filing and pending sale of EnerBank, we are well positioned to fund and implement key initiatives related to our clean energy transformation while also expecting to be toward the high end of our 2021 guidance range.”

CMS Energy reaffirmed its full-year 2021 adjusted earnings from continuing operations guidance of $2.61 - $2.65 per share* (*See below for important information about non-GAAP measures). CMS Energy also reaffirmed 2022 adjusted earnings guidance of $2.85 - $2.87 per share and long-term adjusted EPS growth of 6 to 8 percent.

CMS Energy (NYSE: CMS) is a Michigan-based energy company featuring Consumers Energy as its primary business. It also owns and operates independent power generation businesses.

# # #

CMS Energy will hold a webcast to discuss its 2021 second quarter results and provide a business and financial outlook on July 29 at 9:30 a.m. (EDT). To participate in the webcast, go to CMS Energy’s homepage (cmsenergy.com) and select “Events and Presentations.”

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. All references to net income refer to net income available to common stockholders and references to earnings per share are on a diluted basis. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, changes in accounting principles, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses, recognized in net income, from mark-to-market adjustments related to CMS Enterprises’ interest expense, 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 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.

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.

2

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, 517/740-1739

Investment Analyst Contact: Travis Uphaus, 517/817-9241

3

Page 1 of 4 

CMS ENERGY CORPORATION 

Consolidated Statements of Income 

(Unaudited)

	In Millions, Except Per Share Amounts
	Three Months Ended					Six Months Ended
	6/30/21			6/30/20		6/30/21			6/30/20
Operating revenue	$	1,558		$	1,382	$	3,571		$	3,184
Operating expenses		1,306			1,134		2,889			2,601
Operating Income		252			248		682			583
Other income		48			32		92			71
Interest charges		125			127		249			248
Income Before Income Taxes		175			153		525			406
Income tax expense		22			24		64			48
Income From Continuing Operations		153			129		461			358
Income from discontinued operations, net of tax		18			8		52			22
Net Income		171			137		513			380
Income (loss) attributable to noncontrolling interests		(5	)		1		(12	)		1
Net Income Available to Common Stockholders	$	176		$	136	$	525		$	379
Basic Earnings Per Average Common Share
Income from continuing operations per average common share available to common stockholders	$	0.55		$	0.45	$	1.64		$	1.25
Income from discontinued operations per average common share available to common stockholders		0.06			0.03		0.18			0.08
Basic earnings per average common share	$	0.61		$	0.48	$	1.82		$	1.33
Diluted Earnings Per Average Common Share
Income from continuing operations per average common share available to common stockholders	$	0.55		$	0.45	$	1.64		$	1.25
Income from discontinued operations per average common share available to common stockholders		0.06			0.03		0.18			0.08
Diluted earnings per average common share	$	0.61		$	0.48	$	1.82		$	1.33

Page 2 of 4 

CMS ENERGY CORPORATION 

Summarized Consolidated Balance Sheets 

(Unaudited)

	In Millions
	As of
	6/30/21			12/31/20
Assets
Current assets
Cash and cash equivalents		$	153		$	32
Restricted cash and cash equivalents			18			17
Assets held for sale			448			429
Other current assets			1,703			1,926
Total current assets			2,322			2,404
Non-current assets
Plant, property, and equipment			21,533			21,017
Assets held for sale			2,584			2,680
Other non-current assets			3,514			3,565
Total Assets		$	29,953		$	29,666
Liabilities and Equity
Current liabilities (1)
Liabilities held for sale		$	990		$	953
Other current liabilities			1,535			1,530
Total current liabilities			2,525			2,483
Non-current liabilities (1)
Liabilities held for sale			1,717			1,894
Other non-current liabilities			6,978			6,821
Total non-current liabilities			8,695			8,715
Capitalization
Debt, finance leases, and other financing (excluding securitization debt) (2)
Debt, finance leases, and other financing (excluding non-recourse and securitization debt)			12,077			12,083
Non-recourse debt			79			83
Total debt, finance leases, and other financing (excluding securitization debt)			12,156			12,166
Noncontrolling interests			569			581
Common stockholders' equity			5,797			5,496
Total capitalization (excluding securitization debt)			18,522			18,243
Securitization debt (2)			211			225
Total Liabilities and Equity		$	29,953		$	29,666

⁽¹⁾ Excludes debt, finance leases, and other financing.

⁽²⁾ Includes current and non-current portions.

CMS ENERGY CORPORATION

Summarized Consolidated Statements of Cash Flows

(Unaudited)

	In Millions
	Six Months Ended
	6/30/21			6/30/20
Beginning of Period Cash and Cash Equivalents, Including Restricted Amounts	$	185		$	157
Net cash provided by operating activities (3)		1,367			796
Net cash used in investing activities		(851	)		(1,168	)
Cash flows from operating and investing activities		516			(372	)
Net cash provided by (used in) financing activities		(409	)		1,819
Total Cash Flows	$	107		$	1,447
End of Period Cash and Cash Equivalents, Including Restricted Amounts (4)	$	292		$	1,604

⁽³⁾ Includes the impact of a $531 million pension contribution in 2020.

⁽⁴⁾ In June 2021, CMS Energy entered into an agreement for EnerBank to merge with Regions Bank.  As a result, EnerBank's cash and cash equivalents are presented as assets held for sale on CMS Energy's consolidated balance sheets at June 30, 2021 and June 30, 2020.

Page 3 of 4 

CMS ENERGY CORPORATION 

Reconciliation of GAAP to Non-GAAP Adjusted Net Income 

(Unaudited)

	In Millions, Except Per Share Amounts
	Three Months Ended						Six Months Ended
	6/30/21			6/30/20			6/30/21			6/30/20
Net Income Available to Common Stockholders	$	176		$	136		$	525		$	379
Reconciling items:
Disposal of discontinued operations (gain) loss		5			-			5			-
Tax impact		(1	)		-			(1	)		-
Other exclusions from adjusted earnings**		*			4			(1	)		7
Tax impact		(*	)		(1	)		*			(1	)
Tax reform		-			-			-			(9	)
Voluntary separation program		-			(*	)		-			11
Tax impact		-			*			-			(3	)
Adjusted net income – non-GAAP	$	180		$	139		$	528		$	384
Additional reconciling items:
Adjusted discontinued operations income - non-GAAP		(30	)		(11	)		(73	)		(28	)
Tax impact		8			3			17			6
Adjusted continuing operations net income – non-GAAP	$	158		$	131		$	472		$	362
Average Common Shares Outstanding
Basic		289.0			285.5			288.8			284.4
Diluted		289.4			286.5			289.3			285.8
Basic Earnings Per Average Common Share
Reported net income per share	$	0.61		$	0.48		$	1.82		$	1.33
Reconciling items:
Disposal of discontinued operations (gain) loss		0.02			-			0.02			-
Tax impact		(0.01	)		-			(0.01	)		-
Other exclusions from adjusted earnings**		*			0.02			(*	)		0.03
Tax impact		(*	)		(0.01	)		*			(0.01	)
Tax reform		-			-			-			(0.03	)
Voluntary separation program		-			(*	)		-			0.04
Tax impact		-			*			-			(0.01	)
Adjusted net income per share – non-GAAP	$	0.62		$	0.49		$	1.83		$	1.35
Additional reconciling items:
Adjusted discontinued operations income - non-GAAP		(0.10	)		(0.04	)		(0.25	)		(0.10	)
Tax impact		0.03			0.01			0.06			0.02
Adjusted continuing operations net income per share – non-GAAP	$	0.55		$	0.46		$	1.64		$	1.27
Diluted Earnings Per Average Common Share
Reported net income per share	$	0.61		$	0.48		$	1.82		$	1.33
Reconciling items:
Disposal of discontinued operations (gain) loss		0.02			-			0.02			-
Tax impact		(0.01	)		-			(0.01	)		-
Other exclusions from adjusted earnings**		*			0.02			(*	)		0.03
Tax impact		(*	)		(0.01	)		*			(0.01	)
Tax reform		-			-			-			(0.03	)
Voluntary separation program		-			(*	)		-			0.04
Tax impact		-			*			-			(0.01	)
Adjusted net income per share – non-GAAP	$	0.62		$	0.49		$	1.83		$	1.35
Additional reconciling items:
Adjusted discontinued operations income - non-GAAP		(0.10	)		(0.04	)		(0.25	)		(0.10	)
Tax impact		0.03			0.01			0.06			0.02
Adjusted continuing operations net income per share – non-GAAP	$	0.55		$	0.46		$	1.64		$	1.27

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

** Includes restructuring costs and unrealized gains or losses, recognized in net income, from mark-to-market adjustments related to CMS Enterprises' interest expense.

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, changes in accounting principles, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses, recognized in net income, from mark-to-market adjustments related to CMS Enterprises’ interest expense, or other items.  The adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for reported earnings.  

Page 4 of 4 

CMS ENERGY CORPORATION 

Reconciliation of GAAP to Non-GAAP Adjusted Net Income from Continuing and Discontinued Operations 

(Unaudited)

	In Millions, Except Per Share Amounts
	Three Months Ended						Six Months Ended
	6/30/21			6/30/20			6/30/21			6/30/20
Net Income Available to Common Stockholders
Reported net income from continuing operations available to common stockholders	$	158		$	128		$	473		$	357
Reconciling items:
Other exclusions from adjusted earnings**		*			4			(1	)		7
Tax impact		(*	)		(1	)		*			(1	)
Tax reform		-			-			-			(9	)
Voluntary separation program		-			(*	)		-			11
Tax impact		-			*			-			(3	)
Adjusted net income from continuing operations – non-GAAP	$	158		$	131		$	472		$	362
Reported net income from discontinued operations available to common stockholders	$	18		$	8		$	52		$	22
Reconciling items:
Disposal of discontinued operations (gain) loss		5			-			5			-
Tax impact		(1	)		-			(1	)		-
Adjusted net income from discontinued operations – non-GAAP	$	22		$	8		$	56		$	22
Average Common Shares Outstanding
Basic		289.0			285.5			288.8			284.4
Diluted		289.4			286.5			289.3			285.8
Basic Earnings Per Average Common Share
Reported net income from continuing operations per average common share available to common stockholders	$	0.55		$	0.45		$	1.64		$	1.25
Reconciling items:
Other exclusions from adjusted earnings**		*			0.02			(*	)		0.03
Tax impact		(*	)		(0.01	)		*			(0.01	)
Tax reform		-			-			-			(0.03	)
Voluntary separation program		-			(*	)		-			0.04
Tax impact		-			*			-			(0.01	)
Adjusted net income from continuing operations per average common share – non-GAAP	$	0.55		$	0.46		$	1.64		$	1.27
Reported net income from discontinued operations per average common share available to common stockholders	$	0.06		$	0.03		$	0.18		$	0.08
Reconciling items:
Disposal of discontinued operations (gain) loss		0.02			-			0.02			-
Tax impact		(0.01	)		-			(0.01	)		-
Adjusted net income from discontinued operations per average common share – non-GAAP	$	0.07		$	0.03		$	0.19		$	0.08
Diluted Earnings Per Average Common Share
Reported net income from continuing operations per average common share available to common stockholders	$	0.55		$	0.45		$	1.64		$	1.25
Reconciling items:
Other exclusions from adjusted earnings**		*			0.02			(*	)		0.03
Tax impact		(*	)		(0.01	)		*			(0.01	)
Tax reform		-			-			-			(0.03	)
Voluntary separation program		-			(*	)		-			0.04
Tax impact		-			*			-			(0.01	)
Adjusted net income from continuing operations per average common share – non-GAAP	$	0.55		$	0.46		$	1.64		$	1.27
Reported net income from discontinued operations per average common share available to common stockholders	$	0.06		$	0.03		$	0.18		$	0.08
Reconciling items:
Disposal of discontinued operations (gain) loss		0.02			-			0.02			-
Tax impact		(0.01	)		-			(0.01	)		-
Adjusted net income from discontinued operations per average common share – non-GAAP	$	0.07		$	0.03		$	0.19		$	0.08

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

** Includes restructuring costs and unrealized gains or losses, recognized in net income, from mark-to-market adjustments related to CMS Enterprises' interest expense.

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, changes in accounting principles, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses, recognized in net income, from mark-to-market adjustments related to CMS Enterprises’ interest expense, or other items.  The 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

Second Quarter 2021 Results and Outlook July 29, 2021 Leading the Clean Energy Transformation

2 Enter “so what” if necessary – Century Gothic, Bold, Size 18 or smaller 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 “FO RWARD - LOOKING 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 important fa cto rs that could cause CMS Energy’s and Consumers Energy’s results to differ materially from those anticipated in such statements. CMS Ene rgy and Consumers Energy undertake no obligation to update any of the information presented herein to reflect facts, events or circumstances af ter 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. 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. Presentation endnotes are included after the appendix. 2

. . . becoming simpler, cleaner and leaner. 3 A Simple Investment Thesis . . . Infrastructure Renewal Constructive Legislation Strong Cash Flow & Balance Sheet Clean Energy Leader Diversified Service Territory Nearly two decades of industry - leading financial performance Affordable Prices Industry - leading clean energy commitment Net Zero Carbon (2040) & Net Zero Methane (2030) a Excellence through the Top - tier regulatory jurisdiction b Premium total shareholder r eturn 6% to 8% adjusted EPS growth + ~3% dividend yield Presentation endnotes are included after the appendix.

4 Key Outcomes 2021 Integrated Resource Plan . . . Retires ALL coal by 2025 (depreciated over design life ) Accelerates decarbonization (~60% carbon emissions reduction by 2025 a ) Increases renewable resource deployment (~8 GW of solar by 2040) Ensures reliability, resilience and affordability (~$650 MM in customer savings b ) Adds >$1 Bn of rate base over next 5 years (>95% utility earnings by 2025) Presentation endnotes are included after the appendix. . . . p rovides proof points to our investment thesis.

5 Q1 : File next rate case 2022 Michigan’s Strong Regulatory Construct . . . Gas . . . ensures forward - looking visibility. 2021 6/30: Filed Integrated Resource Plan (IRP) U - 21090 By Dec. 2 2 nd : Expected final order Dec.: File next rate case 3/1: Filed $225 MM U - 20963 10.5% ROE x x Integrated Resource Plan Electric Gas Apr. : Initial order

6 Amount • Covert (2023) • DIG & Peakers (2025) >$1 Bn Amount • Electric distribution reliability • Grid modernization • Gas distribution and safety • Clean energy generation $3 - $4 Bn Growing Customer Investment Plan Investing in the Clean Energy Transformation . . . . . . enhances reliability, resilience and affordability. IRP Opportunity Clean Energy Generation Electric Gas 10 - yr Opportunity '19 - '23 Plan '20 - '24 Plan '21 - '25 Plan Future 5 - yr Plan 40% 42% ~$13¼ Bn 18% Incremental Opportunity ~$12¼ Bn ~$11¾ Bn >$1 Bn IRP

7 Commentary Amount Confidence in the Outlook . . . . . . w ith opportunities for upside. 2021 Full - Year Adj. Continuing Ops. EPS guidance Annual dividend per share (DPS) $2.61 – $2.65 $1.74 Toward the high end Committed to growth Adjusted EPS guidance $2.85 – $2.87 Reaffirmed Adjusted EPS and DPS growth +6% to +8% Maintains top - tier growth Long - Term 2022 Full - Year

8 2020 2021 Reported Total EPS (GAAP) $1.33 $1.82 Plus: Disposal of Disc. Ops. -- 0.01 Less: EnerBank Disc. Ops. ( 0.08 ) ( 0.19 ) Reported Continuing Ops. EPS (GAAP) 1.25 1.64 Adjustments a 0.02 -- Adj. Continuing Ops. EPS (non - GAAP) a $ 1.27 Adj. EPS by Segment Second Quarter Results First Half 2021 EPS . . . Year - to - Date Results . . . t racking ahead of plan. 2020 2021 Reported Total EPS (GAAP) $0.48 $0.61 Plus: Disposal of Disc. Ops. -- 0.01 Less: EnerBank Disc. Ops. ( 0.03 ) ( 0.07 ) Reported Continuing Ops. EPS (GAAP) $0.45 $0.55 Adjustments a 0.01 -- Adj. Continuing Ops. EPS (non - GAAP) a $ 0.46 $0.55 Utility Enterprises EnerBank Parent and Other Continuing Operations EnerBank Disc. Ops. YTD $1.82 0.06 Disc. Ops. ( 0.24 ) $ 1.64 $0.19 $ 1.64 Presentation endnotes are included after the appendix. Q2 $0.66 0.0 1 Disc. Ops. ( 0.12 ) $ 0.55 $0.07 $ 0.55

9 2021 Adjusted Continuing Ops. EPS . . . . . . managing through COVID - 19 risks. 2020 Weather Rates & Investment Customer Initiatives & Cost Savings Usage, Enterprises, Tax & Other Normal Weather Rates & Investment Customer Initiatives & Cost Savings Usage, Enterprises, Tax & Other 2021 First Half $1.27 First Half $1.64 ( 8)¢ – (12 )¢ $2.61 – $2.65 a 1¢ (2) ¢ 12 ¢ (6)¢ (21)¢ 6 ¢ 36¢ $2.47 a First Half 37¢ Six Months To - Go (19)¢ – (23) ¢ . . . is w ell p ositioned for the second half of the year . Presentation endnotes are included after the appendix.

10 Plan YTD (MM) (MM) Consumers Energy: First Mortgage Bonds $665 -- CMS Energy: Hybrid $235 $230 Planned Equity Up to $250 -- Retirements (incl. term loans): Consumers Energy -- -- CMS Energy $200 -- Existing Facilities $850 MM (Jun - 2024) $550 MM (Jun - 2024) $250 MM (Nov - 2022) Consumers Energy CMS Energy Financings 2021 Financing Plan on Track . . . $1.8 Bn a of net liquidity position with no CP outstanding (as of 6/30/21) . . . with significant financial flexibility. Presentation endnotes are included after the appendix. Up to $100 Preferred - 50% equity credit $57 MM contracted x

11 11 Q&A Thank You

12 12 Appendix

13 2021 Adjusted EPS Sensitivities Utility Sales Recovering . . . . . . a nd are supported by favorable mix. Weather - Normalized Electric Deliveries a Res. Com. Ind. Total (1.2)% 3.6 % 13.0% b 3.3% b Presentation endnotes are included after the appendix. Electric Residential Commercial Industrial 4¢ 2½ 2¢ (1% Full - Year in Volume) Gas ½ ½ ½ (YTD 2021 vs. YTD 2020)

14 . Ratings Drivers Credit Metrics Maintained . . . Consumers Energy CMS Energy • Strong financial position • Growing operating cash flow • Return on regulated investment • Supportive regulatory environment Senior Secured Commercial Paper Outlook Senior Unsecured Junior Subordinated Outlook Last Review A A - 2 Stable BBB BBB - Stable Jun. 2021 A1 P - 2 Stable Baa2 Baa3 Stable May. 2021 A+ F - 2 Stable BBB BB+ Stable Dec. 2020 S&P Moody’s Fitch . . . at solid investment - grade levels.

15 Proposed IRP Actions . . . . . . a lign with objectives. Key Objectives Current Plan 2021 IRP • Accelerates Decarbonization Exit coal by 2040 Exit coal by 2025 • Ensures Reliability, Resilience & Affordability No new dispatchable units Purchase >2 GW of existing gas units • Increases Renewables & Customer Programs ~6 GW of solar 1.1 GW EE ~8 GW of solar 1.1 GW EE • Maintains Strong Balance Sheet Securitization of retired units Regulatory asset treatment for retired units Karn 3&4 (oil) Campbell 1&2 / Campbell 3 2031 2031/2039 2023 2025 Retire ~$650 MM in customer savings b ~(60)% carbon emissions reduction by 2025 a Presentation endnotes are included after the appendix.

16 16 Endnotes

17 17 Slide 3: a Methane emissions from our natural gas delivery system and carbon emissions company - wide b UBS Research, 2021 state rankings and D.C. Slide 4: a From 2005 baseline including utility - owned generation, PPAs and MISO purchases, post coal retirements b 2021 IRP vs. current plan savings Slide 8: a See GAAP reconciliation on slide 19 Slide 9: a Excludes discontinued operations from EnerBank of $0.20 in 2020 and $0.22 in 2021 Slide 10: a Excludes $1,619 MM in available revolvers + $153 MM of unrestricted cash - $14 MM of cash at Aviator Wind and other Slide 13: a YTD 2021 vs. YTD 2020, year over year change in GWh, excludes ROA and other b Excludes one large, low - margin industrial customer Slide 15: a From 2005 baseline including utility - owned generation, PPAs and MISO purchases, post coal retirements b 2021 IRP vs. current plan savings Presentation Endnotes ( pg 1)

18 18 GAAP Reconciliation 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 net income refer to net income avail abl e to common stockholders and references to earnings per share are on a diluted basis. Adjustments could include items such as discontinued operations, asset sales, imp air ments, restructuring costs, changes in accounting principles, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses, recognized in net i nco me, from mark - to - market adjustments related to CMS Enterprises’ interest expense, or other items. Management views adjusted earnings as a key measure of the company’s present o per ating 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 unfavo rab ly, 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 ea rnings. The adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for the repo rte d earnings.

19 CMS ENERGY CORPORATION Reconciliation of GAAP EPS to Non - GAAP Adjusted EPS by Segment (Unaudited) Electric Utility Reported net income per share $ 0.53 $ 0.42 $ 1.07 $ 0.83 Reconciling items: Other exclusions from adjusted earnings - 0.02 - 0.03 Tax impact - (0.01) - (0.01) Voluntary separation program - (*) - 0.03 Tax impact - * - (0.01) Adjusted net income per share – non-GAAP $ 0.53 $ 0.43 $ 1.07 $ 0.87 Gas Utility Reported net income per share $ 0.13 $ 0.14 $ 0.75 $ 0.55 Reconciling items: Other exclusions from adjusted earnings - * - * Tax impact - (*) - (*) Voluntary separation program - (*) - 0.01 Tax impact - * - (*) Adjusted net income per share – non-GAAP $ 0.13 $ 0.14 $ 0.75 $ 0.56 Enterprises Reported net income per share $ 0.01 $ - $ 0.06 $ 0.07 Reconciling items: Other exclusions from adjusted earnings * (*) (*) * Tax impact (*) * * (*) Tax reform - - - (0.01) Voluntary separation program - - - * Tax impact - - - (*) Adjusted net income per share – non-GAAP $ 0.01 $ - $ 0.06 $ 0.06 Corporate Interest and Other Reported net loss per share $ (0.12) $ (0.11) $ (0.24) $ (0.20) Reconciling items: Other exclusions from adjusted earnings (*) * (*) (*) Tax impact * (*) * * Tax reform - - - (0.02) Voluntary separation program - - - - Tax impact - - - - Adjusted net loss per share – non-GAAP $ (0.12) $ (0.11) $ (0.24) $ (0.22) Discontinued Operations Reported net income per share available to common stockholders $ 0.06 $ 0.03 $ 0.18 $ 0.08 Reconciling items: Disposal of discontinued operations loss 0.02 - 0.02 - Tax impact (0.01) - (0.01) - Adjusted net income per share – non-GAAP $ 0.07 $ 0.03 $ 0.19 $ 0.08 Total Operations Reported net income per share $ 0.61 $ 0.48 $ 1.82 $ 1.33 Reconciling items: Disposal of discontinued operations loss 0.02 - 0.02 - Tax impact (0.01) - (0.01) - Other exclusions from adjusted earnings * 0.02 (*) 0.03 Tax impact (*) (0.01) * (0.01) Tax reform - - - (0.03) Voluntary separation program - (*) - 0.04 Tax impact - * - (0.01) Adjusted net income per share – non-GAAP $ 0.62 $ 0.49 $ 1.83 $ 1.35 Additional reconciling items: Adjusted discontinued operations income - non-GAAP (0.10) (0.04) (0.25) (0.10) Tax impact 0.03 0.01 0.06 0.02 Adjusted continuing operations net income per share – non-GAAP $ 0.55 $ 0.46 $ 1.64 $ 1.27 Average Common Shares Outstanding – Diluted 289.4 286.5 289.3 285.8 * Less than $0.01 per share. In Millions, Except Per Share Amounts Three Months Ended Six Months Ended 6/30/21 6/30/20 6/30/21 6/30/20

20 CMS ENERGY CORPORATION Reconciliation of GAAP Net Income to Non - GAAP Adjusted Net Income by Quarter (Unaudited ) Net Income Available to Common Stockholders $ 349 $ 176 Reconciling items: Electric utility and gas utility - - Tax impact - - Enterprises (1) * Tax impact * (*) Corporate interest and other - (*) Tax impact - * Disposal of discontinued operations loss - 5 Tax impact - (1) Adjusted Net Income – Non-GAAP $ 348 $ 180 Additional reconciling items: Adjusted discontinued operations income - non-GAAP (43) (30) Tax impact 9 8 Adjusted Continuing Operations Net Income – Non-GAAP $ 314 $ 158 Average Common Shares Outstanding – Diluted 289.1 289.4 Diluted Earnings Per Average Common Share $ 1.21 $ 0.61 Reconciling items: Electric utility and gas utility - - Tax impact - - Enterprises (*) * Tax impact * (*) Corporate interest and other - (*) Tax impact - * Disposal of discontinued operations loss - 0.02 Tax impact - (0.01) Adjusted Diluted Earnings Per Average Common Share – Non-GAAP $ 1.21 $ 0.62 Additional reconciling items: Adjusted discontinued operations income - non-GAAP (0.15) (0.10) Tax impact 0.03 0.03 Adjusted Continuing Operations Diluted Earnings Per Average Common Share – Non-GAAP $ 1.09 $ 0.55 Net Income Available to Common Stockholders $ 243 $ 136 $ 218 $ 158 Reconciling items: Electric utility and gas utility 15 4 4 2 Tax impact (4) (1) (1) (1) Enterprises 1 (*) * (*) Tax impact (4) * (*) * Corporate interest and other (2) * (*) * Tax impact (4) (*) * (*) Adjusted Net Income – Non-GAAP $ 245 $ 139 $ 221 $ 159 Additional reconciling items: Adjusted discontinued operations income - non-GAAP (17) (11) (16) (32) Tax impact 3 3 4 8 Adjusted Continuing Operations Net Income – Non-GAAP $ 231 $ 131 $ 209 $ 135 Average Common Shares Outstanding – Diluted 285.2 286.5 286.9 286.9 Diluted Earnings Per Average Common Share $ 0.85 $ 0.48 $ 0.76 $ 0.55 Reconciling items: Electric utility and gas utility 0.05 0.02 0.01 0.01 Tax impact (0.01) (0.01) (*) (*) Enterprises * (*) * (*) Tax impact (0.01) * (*) * Corporate interest and other (*) * (*) * Tax impact (0.02) (*) * (*) Adjusted Diluted Earnings Per Average Common Share – Non-GAAP $ 0.86 $ 0.49 $ 0.77 $ 0.56 Additional reconciling items: Adjusted discontinued operations income - non-GAAP (0.06) (0.04) (0.05) (0.11) Tax impact 0.01 0.01 0.01 0.03 Adjusted Continuing Operations Diluted Earnings Per Average Common Share – Non-GAAP $ 0.81 $ 0.46 $ 0.73 $ 0.48 * Less than $0.5 million or $0.01 per share. In Millions, Except Per Share Amounts 2020 1Q 2Q 3Q 4Q In Millions, Except Per Share Amounts 2021 1Q 2Q

21 CMS ENERGY CORPORATION Reconciliation of GAAP Net Income to Non - GAAP Adjusted Net Income (Unaudited) Net Income Available to Common Stockholders $ 176 $ 136 $ 525 $ 379 Reconciling items: Disposal of discontinued operations (gain) loss 5 - 5 - Tax impact (1) - (1) - Other exclusions from adjusted earnings** * 4 (1) 7 Tax impact (*) (1) * (1) Tax reform - - - (9) Voluntary separation program - (*) - 11 Tax impact - * - (3) Adjusted net income – non-GAAP $ 180 $ 139 $ 528 $ 384 Additional reconciling items: Adjusted discontinued operations income - non-GAAP (30) (11) (73) (28) Tax impact 8 3 17 6 Adjusted continuing operations net income – non-GAAP $ 158 $ 131 $ 472 $ 362 Average Common Shares Outstanding Basic 289.0 285.5 288.8 284.4 Diluted 289.4 286.5 289.3 285.8 Basic Earnings Per Average Common Share Reported net income per share $ 0.61 $ 0.48 $ 1.82 $ 1.33 Reconciling items: Disposal of discontinued operations (gain) loss 0.02 - 0.02 - Tax impact (0.01) - (0.01) - Other exclusions from adjusted earnings** * 0.02 (*) 0.03 Tax impact (*) (0.01) * (0.01) Tax reform - - - (0.03) Voluntary separation program - (*) - 0.04 Tax impact - * - (0.01) Adjusted net income per share – non-GAAP $ 0.62 $ 0.49 $ 1.83 $ 1.35 Additional reconciling items: Adjusted discontinued operations income - non-GAAP (0.10) (0.04) (0.25) (0.10) Tax impact 0.03 0.01 0.06 0.02 Adjusted continuing operations net income per share – non-GAAP $ 0.55 $ 0.46 $ 1.64 $ 1.27 Diluted Earnings Per Average Common Share Reported net income per share $ 0.61 $ 0.48 $ 1.82 $ 1.33 Reconciling items: Disposal of discontinued operations (gain) loss 0.02 - 0.02 - Tax impact (0.01) - (0.01) - Other exclusions from adjusted earnings** * 0.02 (*) 0.03 Tax impact (*) (0.01) * (0.01) Tax reform - - - (0.03) Voluntary separation program - (*) - 0.04 Tax impact - * - (0.01) Adjusted net income per share – non-GAAP $ 0.62 $ 0.49 $ 1.83 $ 1.35 Additional reconciling items: Adjusted discontinued operations income - non-GAAP (0.10) (0.04) (0.25) (0.10) Tax impact 0.03 0.01 0.06 0.02 Adjusted continuing operations net income per share – non-GAAP $ 0.55 $ 0.46 $ 1.64 $ 1.27 * Less than $0.5 million or $0.01 per share. ** In Millions, Except Per Share Amounts 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, changes in accounting principles, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses, recognized in net income, from mark-to-market adjustments related to CMS Enterprises’ interest expense, or other items. The adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for reported earnings. Three Months Ended Six Months Ended 6/30/21 6/30/20 6/30/21 6/30/20 Includes restructuring costs and unrealized gains or losses, recognized in net income, from mark-to-market adjustments related to CMS Enterprises' interest expense.

22 CMS ENERGY CORPORATION Reconciliation of GAAP to Non - GAAP Adjusted Net Income from Continuing and Discontinued Operations ( Unaudited) Net Income Available to Common Stockholders $ 158 $ 128 $ 473 $ 357 Reconciling items: Other exclusions from adjusted earnings** * 4 (1) 7 Tax impact (*) (1) * (1) Tax reform - - - (9) Voluntary separation program - (*) - 11 Tax impact - * - (3) Adjusted net income from continuing operations – non-GAAP $ 158 $ 131 $ 472 $ 362 $ 18 $ 8 $ 52 $ 22 Reconciling items: Disposal of discontinued operations (gain) loss 5 - 5 - Tax impact (1) - (1) - Adjusted net income from discontinued operations – non-GAAP $ 22 $ 8 $ 56 $ 22 Average Common Shares Outstanding Basic 289.0 285.5 288.8 284.4 Diluted 289.4 286.5 289.3 285.8 Basic Earnings Per Average Common Share $ 0.55 $ 0.45 $ 1.64 $ 1.25 Reconciling items: Other exclusions from adjusted earnings** * 0.02 (*) 0.03 Tax impact (*) (0.01) * (0.01) Tax reform - - - (0.03) Voluntary separation program - (*) - 0.04 Tax impact - * - (0.01) Adjusted net income from continuing operations per average common share – non-GAAP $ 0.55 $ 0.46 $ 1.64 $ 1.27 $ 0.06 $ 0.03 $ 0.18 $ 0.08 Reconciling items: Disposal of discontinued operations (gain) loss 0.02 - 0.02 - Tax impact (0.01) - (0.01) - Adjusted net income from discontinued operations per average common share – non-GAAP $ 0.07 $ 0.03 $ 0.19 $ 0.08 Diluted Earnings Per Average Common Share $ 0.55 $ 0.45 $ 1.64 $ 1.25 Reconciling items: Other exclusions from adjusted earnings** * 0.02 (*) 0.03 Tax impact (*) (0.01) * (0.01) Tax reform - - - (0.03) Voluntary separation program - (*) - 0.04 Tax impact - * - (0.01) Adjusted net income from continuing operations per average common share – non-GAAP $ 0.55 $ 0.46 $ 1.64 $ 1.27 $ 0.06 $ 0.03 $ 0.18 $ 0.08 Reconciling items: Disposal of discontinued operations (gain) loss 0.02 - 0.02 - Tax impact (0.01) - (0.01) - Adjusted net income from discontinued operations per average common share – non-GAAP $ 0.07 $ 0.03 $ 0.19 $ 0.08 * Less than $0.5 million or $0.01 per share. **Includes restructuring costs and unrealized gains or losses, recognized in net income, from mark-to-market adjustments related to CMS Enterprises' interest expense. 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, changes in accounting principles, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses, recognized in net income, from mark-to-market adjustments related to CMS Enterprises’ interest expense, or other items. The adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for reported earnings. In Millions, Except Per Share Amounts Three Months Ended Six Months Ended 6/30/21 6/30/20 6/30/21 6/30/20 Reported net income from continuing operations per average common share available to common stockholders Reported net income from discontinued operations per average common share available to common stockholders Reported net income from continuing operations available to common stockholders Reported net income from discontinued operations available to common stockholders Reported net income from continuing operations per average common share available to common stockholders Reported net income from discontinued operations per average common share available to common stockholders

XML

Cover	Jul. 29, 2021
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 29, 2021
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]
Document 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
Document 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
Document 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
Document 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
Depositary Shares, each representing a 1/1,000th interest in a share of 4.200% Member
Document Information [Line Items]
Title of 12(b) Security	CMS Energy Corporation, Depositary Shares, each representing a 1/1,000th interest in a share of 4.200%
Trading Symbol	CMS-PRC
Security Exchange Name	NYSE
Consumers Energy Company Member
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 29, 2021
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