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 28, 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 October 28, 2021, CMS Energy Corporation (“CMS Energy”) issued a News Release, in which it announced its 2021 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. 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 from mark-to-market adjustments recognized in net income 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. All references to reported earnings per share from continuing operations refer to Income from continuing operations per average common share available to common stockholders on a diluted basis.

Item 7.01. Regulation FD Disclosure.

The information set forth in the CMS Energy News Release dated October 28, 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 third quarter results and provide a business and financial outlook on October 28 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 October 28, 2021
99.2	CMS Energy presentation dated October 28, 2021
104	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: October 28, 2021	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and
		Chief Financial Officer

	CONSUMERS ENERGY COMPANY
Dated: October 28, 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 Third Quarter Results with Confidence Toward the High End of 2021 Guidance

JACKSON, Mich., Oct. 28, 2021 – CMS Energy announced today reported earnings per share from continuing operations of $0.54 for the third quarter of 2021, compared to $0.72 per share for the same quarter in 2020, which exclude the discontinued operations of EnerBank USA. The company’s adjusted earnings per share from continuing operations were $0.54 for the third quarter of 2021, compared to $0.73 per share for the same quarter in 2020, which exclude the discontinued operations of EnerBank.

“CMS Energy’s strong execution in 2021, including closing the sale of EnerBank on October 1 for over $1 billion, has positioned the company well for long-term success to the benefit of customers, investors and the communities we serve. We are actively redeploying the proceeds from the transaction into our core utility business to fund key initiatives like grid hardening and our clean energy transformation,” said Garrick Rochow, President and CEO of CMS Energy and Consumers Energy.

CMS Energy raised its full-year 2021 adjusted earnings from continuing operations guidance to $2.63 to $2.65 per share, from $2.61 to $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, with continued confidence toward the high end of the EPS growth range.

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 third quarter results and provide a business and financial outlook on October 28 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 and adjusted earnings per share from continuing operations. All references to net income refer to net income available to common stockholders. All references to reported earnings per share from continuing operations refer to Income from continuing operations per average common share available to common stockholders 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 from mark-to-market adjustments recognized in net income 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.

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 Contact: Katie Carey, 517-740-1739

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

 2

Page 1 of 4

CMS ENERGY CORPORATION

Consolidated Statements of Income

(Unaudited)

		In Millions, Except Per Share Amounts
		Three Months Ended						Nine Months Ended
		9/30/21			9/30/20			9/30/21			9/30/20
Operating revenue	$	1,725		$	1,507		$	5,296		$	4,691
Operating expenses		1,465			1,167			4,354			3,768
Operating Income		260			340			942			923
Other income		44			28			136			99
Interest charges		125			130			374			378
Income Before Income Taxes		179			238			704			644
Income tax expense		26			40			90			88
Income From Continuing Operations		153			198			614			556
Income from discontinued operations, net of tax		30			12			82			34
Net Income		183			210			696			590
Loss attributable to noncontrolling interests		(6	)		(8	)		(18	)		(7	)
Net Income Attributable to CMS Energy		189			218			714			597
Preferred stock dividends		3			-			3			-
Net Income Available to Common Stockholders	$	186		$	218		$	711		$	597
Basic Earnings Per Average Common Share
Income from continuing operations per average common share available to common stockholders	$	0.54		$	0.72		$	2.18		$	1.98
Income from discontinued operations per average common share available to common stockholders		0.10			0.04			0.28			0.12
Basic earnings per average common share	$	0.64		$	0.76		$	2.46		$	2.10
Diluted Earnings Per Average Common Share
Income from continuing operations per average common share available to common stockholders	$	0.54		$	0.72		$	2.18		$	1.97
Income from discontinued operations per average common share available to common stockholders		0.10			0.04			0.28			0.12
Diluted earnings per average common share	$	0.64		$	0.76		$	2.46		$	2.09

Page 2 of 4

CMS ENERGY CORPORATION

Summarized Consolidated Balance Sheets

(Unaudited)

	In Millions
	As of
	9/30/21		12/31/20
Assets
Current assets
Cash and cash equivalents	$	102	$	32
Restricted cash and cash equivalents		30		17
Assets held for sale		494		429
Other current assets		1,851		1,926
Total current assets		2,477		2,404
Non-current assets
Plant, property, and equipment		21,934		21,017
Assets held for sale		2,606		2,680
Other non-current assets		3,496		3,565
Total Assets	$	30,513	$	29,666
Liabilities and Equity
Current liabilities (1)
Liabilities held for sale	$	1,233	$	953
Other current liabilities		1,436		1,530
Total current liabilities		2,669		2,483
Non-current liabilities (1)
Liabilities held for sale		1,523		1,894
Other non-current liabilities		7,008		6,821
Total non-current liabilities		8,531		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)		12,370		12,083
Non-recourse debt		79		83
Total debt, finance leases, and other financing (excluding securitization debt)		12,449		12,166
Preferred stock and securities		224		-
Noncontrolling interests		563		581
Common stockholders' equity		5,866		5,496
Total capitalization (excluding securitization debt)		19,102		18,243
Securitization debt (2)		211		225
Total Liabilities and Equity	$	30,513	$	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
	Nine Months Ended
	9/30/21			9/30/20
Beginning of Period Cash and Cash Equivalents, Including Restricted Amounts	$	185			$	157
Net cash provided by operating activities (3)		1,483				1,144
Net cash used in investing activities		(1,460	)			(2,298	)
Cash flows from operating and investing activities		23				(1,154	)
Net cash provided by financing activities		28				1,555
Total Cash Flows	$	51			$	401
End of Period Cash and Cash Equivalents, Including Restricted Amounts (4)	$	236			$	558

⁽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 September 30, 2021 and September 30, 2020.

Page 3 of 4

CMS ENERGY CORPORATION

Reconciliation of GAAP to Non-GAAP Adjusted Income from Continuing Operations

(Unaudited)

		In Millions, Except Per Share Amounts
		Three Months Ended						Nine Months Ended
		9/30/21			9/30/20			9/30/21			9/30/20
Net Income Available to Common Stockholders	$	186		$	218		$	711		$	597
Reconciling items:
Disposal of discontinued operations (gain) loss		3			-			8			-
Tax impact		(1	)		-			(2	)		-
Discontinued operations income		(42	)		(16	)		(115	)		(44	)
Tax impact		10			4			27			10
Other exclusions from adjusted earnings**		(*	)		4			(1	)		11
Tax impact		*			(1	)		*			(2	)
Tax reform		-			-			-			(9	)
Voluntary separation program		-			*			-			11
Tax impact		-			(*	)		-			(3	)
Adjusted income from continuing operations – non-GAAP	$	156		$	209		$	628		$	571
Average Common Shares Outstanding
Basic		289.1			285.6			288.9			284.8
Diluted		289.6			286.9			289.4			286.3
Basic Earnings Per Average Common Share
Reported net income per average common share	$	0.64		$	0.76		$	2.46		$	2.10
Reconciling items:
Disposal of discontinued operations (gain) loss		0.01			-			0.03			-
Tax impact		(*	)		-			(0.01	)		-
Discontinued operations income		(0.14	)		(0.05	)		(0.39	)		(0.15	)
Tax impact		0.03			0.01			0.09			0.03
Other exclusions from adjusted earnings**		(*	)		0.01			(*	)		0.03
Tax impact		*			(*	)		*			(0.01	)
Tax reform		-			-			-			(0.03	)
Voluntary separation program		-			*			-			0.04
Tax impact		-			(*	)		-			(0.01	)
Adjusted income from continuing operations per average common share – non-GAAP	$	0.54		$	0.73		$	2.18		$	2.00
Diluted Earnings Per Average Common Share
Reported net income per average common share	$	0.64		$	0.76		$	2.46		$	2.09
Reconciling items:
Disposal of discontinued operations (gain) loss		0.01			-			0.03			-
Tax impact		(*	)		-			(0.01	)		-
Discontinued operations income		(0.14	)		(0.05	)		(0.39	)		(0.15	)
Tax impact		0.03			0.01			0.09			0.03
Other exclusions from adjusted earnings**		(*	)		0.01			(*	)		0.03
Tax impact		*			(*	)		*			(0.01	)
Tax reform		-			-			-			(0.03	)
Voluntary separation program		-			*			-			0.04
Tax impact		-			(*	)		-			(0.01	)
Adjusted income from continuing operations per average common share – non-GAAP	$	0.54		$	0.73		$	2.18		$	1.99

*	Less than $0.5 million or $0.01 per share.
**	Includes restructuring costs and unrealized gains or losses from mark-to-market adjustments recognized in net income 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 from mark-to-market adjustments recognized in net income 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 Income from Continuing Operations

(Unaudited)

		In Millions, Except Per Share Amounts
		Three Months Ended						Nine Months Ended
		9/30/21			9/30/20			9/30/21			9/30/20
Income Available to Common Stockholders
Reported income from continuing operations available to common stockholders	$	156		$	206		$	629		$	563
Reconciling items:
Other exclusions from adjusted earnings**		(*	)		4			(1	)		11
Tax impact		*			(1	)		*			(2	)
Tax reform		-			-			-			(9	)
Voluntary separation program		-			*			-			11
Tax impact		-			(*	)		-			(3	)
Adjusted income from continuing operations – non-GAAP	$	156		$	209		$	628		$	571
Average Common Shares Outstanding
Basic		289.1			285.6			288.9			284.8
Diluted		289.6			286.9			289.4			286.3
Basic Earnings Per Average Common Share
Reported income from continuing operations per average common share available to common stockholders	$	0.54		$	0.72		$	2.18		$	1.98
Reconciling items:
Other exclusions from adjusted earnings**		(*	)		0.01			(*	)		0.03
Tax impact		*			(*	)		*			(0.01	)
Tax reform		-			-			-			(0.03	)
Voluntary separation program		-			*			-			0.04
Tax impact		-			(*	)		-			(0.01	)
Adjusted income from continuing operations per average common share – non-GAAP	$	0.54		$	0.73		$	2.18		$	2.00
Diluted Earnings Per Average Common Share
Reported income from continuing operations per average common share available to common stockholders	$	0.54		$	0.72		$	2.18		$	1.97
Reconciling items:
Other exclusions from adjusted earnings**		(*	)		0.01			(*	)		0.03
Tax impact		*			(*	)		*			(0.01	)
Tax reform		-			-			-			(0.03	)
Voluntary separation program		-			*			-			0.04
Tax impact		-			(*	)		-			(0.01	)
Adjusted income from continuing operations per average common share – non-GAAP	$	0.54		$	0.73		$	2.18		$	1.99

*	Less than $0.5 million or $0.01 per share.
**	Includes restructuring costs and unrealized gains or losses from mark-to-market adjustments recognized in net income 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 from mark-to-market adjustments recognized in net income 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

Third Quarter 2021 Results and Outlook October 28, 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

3 Strong Execution . . . . . . h as positioned the business for sustainable long - term growth. Completed EnerBank transaction for gross proceeds of >$1 Bn a Approved Voluntary Green Pricing (VGP) program adds an incremental 1,000 MW Filed 5 - yr, ~$4 Bn Electric Distribution Infrastructure Investment Plan (EDIIP) b Executing on >$ 75 MM of customer assistance to help keep bills affordable Exceeded cost savings target of >$40 MM by leveraging the CE Way and other initiatives Growing EV program with implementation of PowerMIFleet Named #1 utility in the U.S. for America’s Best Employers for Women and America’s Best Employers for Diversity by Forbes ® x x x x x x x Presentation endnotes are included after the appendix.

4 Commentary Amount Strong Results . . . . . . build momentum for 2022 and beyond . 2021 Full - Year Adjusted Continuing Ops. EPS (non - GAAP) $2.18 Ahead of Plan Adjusted Continuing Ops. EPS Guidance $2.63 – $2.65 Raised from Q2 Adjusted EPS Guidance $2.85 – $2.87 Reaffirmed Adjusted EPS Growth +6% to +8% Toward the high end Long - Term 2022 Full - Year 2021 YTD Dividend Per Share Growth +6% to +8% Committed to growth

5 Gas Sales ( Bcf ) a • Procurement of natural gas at lower costs during summer months for storage to meet winter demand • Gas Cost Recovery (GCR) mechanism limits under - recovery • Annual $1/Mcf movement in gas prices equates to ~$7 impact to average monthly residential customer bill • Historic under - recovered balances have been addressed in the next plan year • Gas case stay - out keeps base rates flat Supported by ~$1 Bn of storage and compressor station investments over the last decade Uniquely Positioned Gas Business . . . . . . p rotects against near - and long - term volatility. ~190 ~140 Annual Sales Winter Demand As needed purchases Nov. – Mar. 70% in storage at avg. price of <$3.00/Mcf x One of the largest underground storage fields in the U.S. (309 Bcf ) x 15 gas storage fields, 8 compressor stations & 167K horsepower Underground Storage Presentation endnotes are included after the appendix.

6 Q1: File next rate case 2022 Michigan’s Strong Regulatory Construct . . . Gas . . . ensures forward - looking visibility. 2021 Jun. 30th: Filed Integrated Resource Plan (IRP) U - 21090 By Dec. 22nd: Expected final order Dec.: File next rate case Mar. 1 st : Filed $225 MM Updated $201 MM U - 20963 10.5% ROE x x Integrated Resource Plan Electric Gas Apr.: Initial order

7 2020 2021 Reported Continuing Ops. EPS (GAAP) a $1.97 $2.18 Adjustments b 0.02 -- Adj. Continuing Ops. EPS (non - GAAP) b $ 1.99 Adj. EPS by Segment Third Quarter Q3 2021 and YTD Adjusted EPS . . . Year - to - Date . . . a head of Plan . 2020 2021 Reported Continuing Ops. EPS (GAAP) a $0.72 $0.54 Adjustments b 0.01 -- Adj. Continuing Ops. EPS (non - GAAP) b $ 0.73 55 Utility Enterprises EnerBank Parent and Other Continuing Operations EnerBank Disc. Ops. YTD $2.46 0.09 Disc. Ops. ( 0.37 ) $ 2.18 $0.30 $ 2.18 Presentation endnotes are included after the appendix. Q3 $0.64 0.03 Disc. Ops. ( 0.13 ) $ 0 .54 $0.11 $ 0.54

8 2021 Adjusted EPS Ahead of Plan . . . . . . 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 YTD $1.99 YTD $2.18 (7 )¢ – (9) ¢ $2.63 – $2.65 a 2 ¢ 6 ¢ 7 ¢ (35) ¢ (7) ¢ 7¢ 45¢ $2.47 a Year - to - Date 19¢ Three Months To - Go (1)¢ – (3) ¢ . . . a nd w ell p ositioned for the remainder of the year . Presentation endnotes are included after the appendix. Includes Q3 storms 16¢

9 Plan YTD a (MM) (MM) Consumers Energy: First Mortgage Bonds $665 $335 b CMS Energy: Hybrid $235 $230 Planned Equity Up to $250 -- Retirements (incl. term loans): Consumers Energy -- -- CMS Energy $200 $200 Existing Facilities $850 MM (Jun - 2024) $550 MM (Jun - 2024) $250 MM (Nov - 2022) Consumers Energy CMS Energy Financings 2021 Financing Plan Completed . . . $1.7 Bn c of net liquidity position with no CP outstanding (as of 9/30/21) . . . with significant financial flexibility heading into 2022. Presentation endnotes are included after the appendix. Up to $ 100 Preferred - 50% equity credit $57 MM contracted x Up to $57 x

. . . becoming simpler, cleaner and leaner. 10 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.

11 11 Q&A Thank You See You at EEI!

12 12 Appendix

13 Utility Sales Continue to Recover . . . . . . w ith supportive economic backdrop in Michigan . Weather - Normalized Electric Deliveries a Res. Com. Ind. Total ~( 2 )% >3% 8 % b ~2% b Presentation endnotes are included after the appendix. (YTD 2021 vs. YTD 2020) 4.2% 4.7% 5.2% Grand Rapids Michigan U.S. August Unemployment Rate (Electric & Gas) YTD New Service Connections 16% 19% 26% 20% New Service Connections Completed New Customer Requests 2021 vs. 2019 2021 vs. 2020 Electric Customers Gas Customers ~1% ~1% (5 - Yr Avg. Customer Count) Residential Customer Growth 2015 - 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 Oct. 2021 S&P Moody’s Fitch . . . at solid investment - grade levels.

15 15 Endnotes

16 16 Slide 3: a Gross proceeds from the sale of Enerbank total $1,019 MM b $5.4 Bn total investment which includes $4 Bn of capital investment and $1.4 Bn of investment in forestry, service restoration and other O&M Slide 5: a Includes sales to Gas Cost Recovery (GCR) customers Slide 7: a Income from continuing operations per average common share available to common stockholder b See GAAP reconciliation on slide 18 Slide 8: a Income from continuing operations per average common share available to common stockholder, e xcludes discontinued operations from EnerBank Slide 9: a As of October 28, 2021 b Includes $35 MM tax exempt bonds c $1,619 MM in available revolvers + $102 MM of unrestricted cash - $20 MM of cash at Aviator Wind and other; excludes proceeds from the sale of EnerBank Slide 10: a Methane emissions from our natural gas delivery system and carbon emissions company - wide, including electric generation across the company including PPAs, MISO purchases, and company - owned buildings b UBS Research, 2021 state rankings and D.C. 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 Presentation Endnotes

17 17 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. All references to reported earnings per share from continuing operations refer to In come from continuing operations per average common share available to common stockholders on a diluted basis. Adjustments could include items such as discontinued opera tio ns, asset sales, impairments, restructuring costs, changes in accounting principles, changes in federal tax policy, regulatory items from prior years, unrealized gains or losse s f rom mark - to - market adjustments recognized in net income related to CMS Enterprises’ interest expense, or other items. Management views adjusted earnings as a key measure of t he company’s present operating financial performance and uses adjusted earnings for external communications with analysts and investors. Internally, the company uses ad justed 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 sign ifi cantly 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 rec onciliation for the comparable future period earnings. The adjusted earnings should be considered supplemental information to assist in understanding our business result s, rather than as a substitute for the reported earnings.

18 CMS ENERGY CORPORATION Reconciliation of GAAP EPS to Non - GAAP Adjusted EPS by Segment (Unaudited) Electric Utility Reported net income per share available to common stockholders $ 0.67 $ 0.79 $ 1.74 $ 1.62 Reconciling items: Other exclusions from adjusted earnings - 0.01 - 0.03 Tax impact - (*) - (0.01) Voluntary separation program - * - 0.03 Tax impact - (*) - (0.01) Adjusted income per share – non-GAAP $ 0.67 $ 0.80 $ 1.74 $ 1.66 Gas Utility Reported net income (loss) per share available to common stockholders $ (0.03) $ 0.02 $ 0.72 $ 0.57 Reconciling items: Other exclusions from adjusted earnings - * - * Tax impact - (*) - (*) Voluntary separation program - * - 0.01 Tax impact - (*) - (*) Adjusted income (loss) per share – non-GAAP $ (0.03) $ 0.02 $ 0.72 $ 0.58 Enterprises Reported net income per share available to common stockholders $ 0.03 $ 0.04 $ 0.09 $ 0.12 Reconciling items: Other exclusions from adjusted earnings (*) (*) (*) * Tax impact * * * (*) Tax reform - - - (0.01) Voluntary separation program - * - * Tax impact - (*) - (*) Adjusted income per share – non-GAAP $ 0.03 $ 0.04 $ 0.09 $ 0.11 Corporate Interest and Other Reported net loss per share available to common stockholders $ (0.13) $ (0.13) $ (0.37) $ (0.34) Reconciling items: Other exclusions from adjusted earnings - (*) (*) (*) Tax impact - * * * Tax reform - - - (0.02) Adjusted loss per share – non-GAAP $ (0.13) $ (0.13) $ (0.37) $ (0.36) Discontinued Operations Reported net income per share available to common stockholders $ 0.10 $ 0.04 $ 0.28 $ 0.12 Reconciling items: Disposal of discontinued operations loss 0.01 - 0.03 - Tax impact (*) - (0.01) - Adjusted income per share – non-GAAP $ 0.11 $ 0.04 $ 0.30 $ 0.12 Total Operations Reported net income per share available to common stockholders $ 0.64 $ 0.76 $ 2.46 $ 2.09 Reconciling items: Disposal of discontinued operations loss 0.01 - 0.03 - Tax impact (*) - (0.01) - Discontinued operations income (0.14) (0.05) (0.39) (0.15) Tax impact 0.03 0.01 0.09 0.03 Other exclusions from adjusted earnings (*) 0.01 (*) 0.03 Tax impact * (*) * (0.01) Tax reform - - - (0.03) Voluntary separation program - * - 0.04 Tax impact - (*) - (0.01) Adjusted income from continuing operations per share – non-GAAP $ 0.54 $ 0.73 $ 2.18 $ 1.99 Average Common Shares Outstanding – Diluted 289.6 286.9 289.4 286.3 * Less than $0.01 per share. In Millions, Except Per Share Amounts Three Months Ended Nine Months Ended 9/30/21 9/30/20 9/30/21 9/30/20

19 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 $ 186 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 3 Tax impact - (1) (1) Discontinued operations income (43) (30) (42) Tax impact 9 8 10 Adjusted Income from Continuing Operations – Non-GAAP $ 314 $ 158 $ 156 Average Common Shares Outstanding – Diluted 289.1 289.4 289.6 Diluted Earnings Per Average Common Share $ 1.21 $ 0.61 $ 0.64 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 0.01 Tax impact - (0.01) (*) Discontinued operations income (0.15) (0.10) (0.14) Tax impact 0.03 0.03 0.03 Adjusted Income from Continuing Operations Per Average Common Share – Non-GAAP $ 1.09 $ 0.55 $ 0.54 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) (*) * (*) Discontinued operations income (17) (11) (16) (32) Tax impact 3 3 4 8 Adjusted Income from Continuing Operations – 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) (*) * (*) Discontinued operations income (0.06) (0.04) (0.05) (0.11) Tax impact 0.01 0.01 0.01 0.03 Adjusted Income from Continuing Operations 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 2021 1Q 2Q 3Q In Millions, Except Per Share Amounts 2020 1Q 2Q 3Q 4Q

20 CMS ENERGY CORPORATION Reconciliation of GAAP to Non - GAAP Adjusted Income from Continuing Operations (Unaudited) Net Income Available to Common Stockholders $ 186 $ 218 $ 711 $ 597 Reconciling items: Disposal of discontinued operations (gain) loss 3 - 8 - Tax impact (1) - (2) - Discontinued operations income (42) (16) (115) (44) Tax impact 10 4 27 10 Other exclusions from adjusted earnings** (*) 4 (1) 11 Tax impact * (1) * (2) Tax reform - - - (9) Voluntary separation program - * - 11 Tax impact - (*) - (3) Adjusted income from continuing operations – non-GAAP $ 156 $ 209 $ 628 $ 571 Average Common Shares Outstanding Basic 289.1 285.6 288.9 284.8 Diluted 289.6 286.9 289.4 286.3 Basic Earnings Per Average Common Share Reported net income per average common share $ 0.64 $ 0.76 $ 2.46 $ 2.10 Reconciling items: Disposal of discontinued operations (gain) loss 0.01 - 0.03 - Tax impact (*) - (0.01) - Discontinued operations income (0.14) (0.05) (0.39) (0.15) Tax impact 0.03 0.01 0.09 0.03 Other exclusions from adjusted earnings** (*) 0.01 (*) 0.03 Tax impact * (*) * (0.01) Tax reform - - - (0.03) Voluntary separation program - * - 0.04 Tax impact - (*) - (0.01) Adjusted income from continuing operations per average common share – non-GAAP $ 0.54 $ 0.73 $ 2.18 $ 2.00 Diluted Earnings Per Average Common Share Reported net income per average common share $ 0.64 $ 0.76 $ 2.46 $ 2.09 Reconciling items: Disposal of discontinued operations (gain) loss 0.01 - 0.03 - Tax impact (*) - (0.01) - Discontinued operations income (0.14) (0.05) (0.39) (0.15) Tax impact 0.03 0.01 0.09 0.03 Other exclusions from adjusted earnings** (*) 0.01 (*) 0.03 Tax impact * (*) * (0.01) Tax reform - - - (0.03) Voluntary separation program - * - 0.04 Tax impact - (*) - (0.01) Adjusted income from continuing operations per average common share – non-GAAP $ 0.54 $ 0.73 $ 2.18 $ 1.99 * Less than $0.5 million or $0.01 per share. ** In Millions, Except Per Share Amounts Three Months Ended Nine Months Ended 9/30/21 9/30/20 9/30/21 9/30/20 Includes restructuring costs and unrealized gains or losses, recognized in net income, from mark-to-market adjustments related to CMS Enterprises' interest expense.

21 CMS ENERGY CORPORATION Reconciliation of GAAP to Non - GAAP Adjusted Income from Continuing Operations (Unaudited) Income Available to Common Stockholders $ 156 $ 206 $ 629 $ 563 Reconciling items: Other exclusions from adjusted earnings** (*) 4 (1) 11 Tax impact * (1) * (2) Tax reform - - - (9) Voluntary separation program - * - 11 Tax impact - (*) - (3) Adjusted income from continuing operations – non-GAAP $ 156 $ 209 $ 628 $ 571 Average Common Shares Outstanding Basic 289.1 285.6 288.9 284.8 Diluted 289.6 286.9 289.4 286.3 Basic Earnings Per Average Common Share $ 0.54 $ 0.72 $ 2.18 $ 1.98 Reconciling items: Other exclusions from adjusted earnings** (*) 0.01 (*) 0.03 Tax impact * (*) * (0.01) Tax reform - - - (0.03) Voluntary separation program - * - 0.04 Tax impact - (*) - (0.01) Adjusted income from continuing operations per average common share – non-GAAP $ 0.54 $ 0.73 $ 2.18 $ 2.00 Diluted Earnings Per Average Common Share $ 0.54 $ 0.72 $ 2.18 $ 1.97 Reconciling items: Other exclusions from adjusted earnings** (*) 0.01 (*) 0.03 Tax impact * (*) * (0.01) Tax reform - - - (0.03) Voluntary separation program - * - 0.04 Tax impact - (*) - (0.01) Adjusted income from continuing operations per average common share – non-GAAP $ 0.54 $ 0.73 $ 2.18 $ 1.99 * Less than $0.5 million or $0.01 per share. **Includes restructuring costs and unrealized gains or losses, from mark-to-market adjustments, recognized in net income, related to CMS Enterprises' interest expense. In Millions, Except Per Share Amounts Three Months Ended Nine Months Ended 9/30/21 9/30/20 9/30/21 9/30/20 Reported income from continuing operations per average common share available to common stockholders Reported income from continuing operations available to common stockholders Reported income from continuing operations per average common share available to common stockholders

XML

Cover	Oct. 28, 2021
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 28, 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	Oct. 28, 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