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) January 30, 2020

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

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

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

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

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

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

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

On January 30, 2020, CMS Energy Corporation (“CMS Energy”) issued a News Release, in which it announced its 2019 results. Attached as Exhibit 99.1 to this report and incorporated herein by reference is a copy of the CMS Energy News Release, furnished as a part of this report.

Exhibit 99.1 contains certain financial measures that are considered “non-GAAP financial measures” as defined in Securities and Exchange Commission rules. Other than forward-looking earnings guidance, Exhibit 99.1 contains a reconciliation of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States. CMS Energy provides forward-looking earnings guidance on an adjusted basis. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, regulatory items from prior years, or other items. Because CMS Energy is not able to estimate the impact of specific line items, which have the potential to significantly impact reported earnings in future periods, Exhibit 99.1 does not contain reported earnings guidance nor a reconciliation for the comparable future period earnings. Management views adjusted earnings as a key measure of the company’s present operating financial performance and uses adjusted earnings for external communications with analysts and investors. Internally, the company uses adjusted earnings to measure and assess performance. The adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for the reported earnings. All references to 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 January 30, 2020, attached as Exhibit 99.1, is incorporated by reference in response to this Item 7.01.

CMS Energy will hold a webcast to discuss its 2019 results and provide a business and financial outlook on January 30 at 8:30 a.m. (EST). 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 January 30, 2020
99.2	CMS Energy presentation dated January 30, 2020
104	Cover Page lnteractive Data File (the cover page XBRL tags are embedded in the lnline XBRL document).

SIGNATURES

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

		CMS ENERGY CORPORATION
Dated: January 30, 2020	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer
		CONSUMERS ENERGY COMPANY
Dated: January 30, 2020	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

 

CMS Energy Announces 2019 Results, Delivers 17^th Consecutive Year of Strong Performance and Raises 2020 Adjusted EPS Guidance

JACKSON, Mich., January 30, 2020 – CMS Energy announced today 2019 reported net income of $680 million or $2.39 per share, compared to reported net income of $657 million or $2.32 per share for 2018. CMS Energy announced $708 million of adjusted net income or adjusted earnings per share of $2.49 for 2019, compared to $2.33 for 2018.

CMS Energy raised its guidance for 2020 adjusted earnings to $2.64 - $2.68* per share (*See below for important information about non-GAAP measures) or 6 to 8 percent annual adjusted earnings per share growth. Longer-term, adjusted earnings per share growth remains at 6 to 8 percent with a bias toward the midpoint.

“CMS Energy continues to be an industry leader operationally, environmentally and financially by delivering consistent results for our customers, employees and our investors,” said Patti Poppe, President and CEO of CMS Energy and Consumers Energy. “We will not let up in 2020 as we continue to focus on our triple bottom line of people, planet and profit.”

CMS Energy noted several accomplishments in 2019:

· Approval with broad support of Consumers Energy’s Integrated Resource Plan, providing for the closure of all the utility’s coal plants and a 90% carbon reduction by 2040.

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

· Increased Customer Satisfaction: Ranked #1 in J.D. Power Midwest Large Residential Gas Study.

· Obtained regulatory support for $1.2 billion of gas infrastructure investment to improve safety and reliability.

· Worked across the state to attract 75 megawatts of new electric load to Michigan, bringing an estimated 3,600 jobs and over $1.5 billion of investment.

· Maintained first quartile Employee Engagement among US Utilities and exceeded the US High Performing Benchmark in Fortune’s Most Admired and Best to Work for Companies lists.

· Won the Edison Electric Institute’s Mid-Cap Index Award for 5-year total shareholder return.

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

# # #

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

2

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

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

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

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

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

Media Contacts: Katie Carey, 517/788-2395

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

Page 1 of 3

CMS ENERGY CORPORATION

Consolidated Statements of Income

(Unaudited)

	In Millions, Except Per Share Amounts
	Three Months Ended					Twelve Months Ended
	12/31/19		12/31/18			12/31/19		12/31/18
Operating revenue	$	1,795	$	1,829		$	6,845	$	6,873
Operating expenses		1,484		1,579			5,606		5,711
Operating Income		311		250			1,239		1,162
Other income (expense)		28		(3	)		109		70
Interest charges		134		121			519		458
Income Before Income Taxes		205		126			829		774
Income tax expense		37		17			147		115
Net Income		168		109			682		659
Income attributable to noncontrolling interests		1		1			2		2
Net Income Available to Common Stockholders	$	167	$	108		$	680	$	657
Basic Earnings Per Average Common Share	$	0.59	$	0.38		$	2.40	$	2.33
Diluted Earnings Per Average Common Share		0.58		0.38			2.39		2.32

Page 2 of 3

CMS ENERGY CORPORATION

Summarized Consolidated Balance Sheets

(Unaudited)

	In Millions
	As of
	12/31/19		12/31/18
Assets
Current assets
Cash and cash equivalents	$	140	$	153
Restricted cash and cash equivalents		17		21
Other current assets		2,174		2,294
Total current assets		2,331		2,468
Non-current assets
Plant, property, and equipment		18,926		18,126
Other non-current assets		5,580		3,935
Total Assets	$	26,837	$	24,529
Liabilities and Equity
Current liabilities (1)	$	1,484	$	1,531
Non-current liabilities (1)		7,051		6,429
Capitalization
Debt, capital leases, and financing obligation (excluding securitization debt) (2)
Debt, capital leases, and financing obligation (excluding non-recourse and securitization debt)		10,518		9,646
Non-recourse debt		2,478		1,854
Total debt, capital leases, and financing obligation (excluding securitization debt)		12,996		11,500
Noncontrolling interests		37		37
Common stockholders' equity		5,018		4,755
Total capitalization (excluding securitization debt)		18,051		16,292
Securitization debt (2)		251		277
Total Liabilities and Equity	$	26,837	$	24,529

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

⁽²⁾ Includes current and non-current portions.

CMS ENERGY CORPORATION

Summarized Consolidated Statements of Cash Flows

(Unaudited)

	In Millions
	Twelve Months Ended
	12/31/19			12/31/18
Beginning of Period Cash and Cash Equivalents, Including Restricted Amounts	$	175		$	204
Net cash provided by operating activities		1,790			1,703
Net cash used in investing activities		(2,816	)		(2,606	)
Cash flows from operating and investing activities		(1,026	)		(903	)
Net cash provided by financing activities		1,008			874
Total Cash Flows	$	(18	)	$	(29	)
End of Period Cash and Cash Equivalents, Including Restricted Amounts	$	157		$	175

Page 3 of 3

CMS ENERGY CORPORATION

Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income

(Unaudited)

	In Millions, Except Per Share Amounts
	Three Months Ended						Twelve Months Ended
	12/31/19			12/31/18			12/31/19			12/31/18
Net Income Available to Common Stockholders	$	167		$	108		$	680		$	657
Reconciling items:
Other exclusions from adjusted earnings		36			8			37			9
Tax impact		(9	)		(*	)		(9	)		(*	)
Gain on assets previously sold		-			-			(*	)		(4	)
Tax impact		-			-			*			1
Tax reform		-			(4	)		-			(4	)
Adjusted net income – non-GAAP	$	194		$	112		$	708		$	659
Average Common Shares Outstanding
Basic		283.0			282.6			283.0			282.2
Diluted		284.8			283.3			284.3			282.9
Basic Earnings Per Average Common Share
Reported net income per share	$	0.59		$	0.38		$	2.40		$	2.33
Reconciling items:
Other exclusions from adjusted earnings		0.13			0.03			0.13			0.03
Tax impact		(0.03	)		(*	)		(0.03	)		(*	)
Gain on assets previously sold		-			-			(*	)		(0.01	)
Tax impact		-			-			*			*
Tax reform		-			(0.02	)		-			(0.02	)
Adjusted net income per share – non-GAAP	$	0.69		$	0.39		$	2.50		$	2.33
Diluted Earnings Per Average Common Share
Reported net income per share	$	0.58		$	0.38		$	2.39		$	2.32
Reconciling items:
Other exclusions from adjusted earnings		0.13			0.03			0.13			0.03
Tax impact		(0.03	)		(*	)		(0.03	)		(*	)
Gain on assets previously sold		-			-			(*	)		(0.01	)
Tax impact		-			-			*			*
Tax reform		-			(0.01	)		-			(0.01	)
Adjusted net income per share – non-GAAP	$	0.68		$	0.40		$	2.49		$	2.33

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

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

EX-99.2

Exhibit 99.2

FOCUSED ON WORLD CLASS PERFORMANCE Year - End 2019 Results and Outlook January 30, 2020

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 uncert ainties. 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 Cons umers Energy’s Securities and Exchange Commission filings. Forward - looking statements should be read in conjunction with “FORWARD - LOOKING STATEMENTS AND INFOR MATION” and “RISK FACTORS” sections of CMS Energy’s and Consumers Energy’s most recent Form 10 - K and as updated in reports CMS Energy and Co nsumers Energy file with the Securities and Exchange Commission. CMS Energy’s and Consumers Energy’s “FORWARD - LOOKING STATEMENTS AND INFORMATION” a nd “RISK FACTORS” sections are incorporated herein by reference and discuss important factors that could cause CMS Energy’s and Consum ers Energy’s results to differ materially from those anticipated in such statements. CMS Energy and Consumers Energy undertake no obligation to update any of the information presented herein to reflect facts, events or circumstances after the date hereof. The presentation also includes non - GAAP measures when describing CMS Energy’s results of operations and financial performance. A reconciliation of each of these measures to the most directly comparable GAAP measure is included in the appendix and posted on our website at www.cmsenergy.com . CMS Energy provides historical financial results on both a reported (GAAP) and adjusted (non - GAAP) basis and provides forward - lo oking guidance on an adjusted basis. During an oral presentation, references to “earnings” are on an adjusted basis. All references to net income refer to ne t income available to common stockholders and references to earnings per share are on a diluted basis. Adjustments could include items such as discontinue d o perations, asset sales, impairments, restructuring costs, regulatory items from prior years, or other items. Management views adjusted earnings as a key measure of the company’s present operating financial performance and uses adjusted earnings for external communications with analysts and investors. Int ernally, the company uses adjusted earnings to measure and assess performance. Because the company is not able to estimate the impact of specific line it ems, which have the potential to significantly impact, favorably or unfavorably, the company's reported earnings in future periods, the company is not providi ng reported earnings guidance nor is it providing a reconciliation for the comparable future period earnings. The adjusted earnings should be considered supplemental i nformation to assist in understanding our business results, rather than as a substitute for the reported earnings. Similarly, management views the ra tio of Funds From Operations (FFO)/Average Debt as a key measure of the company’s operating financial performance and its financial position, and uses the ra tio for external communications with analysts and investors. Because the company does not establish its target FFO/Average Debt ratio based on a specific tar get numerator and target denominator, the company is unable to provide a reconciliation to a comparable GAAP financial measure for future periods. Investors and others should note that CMS Energy routinely posts important information on its website and considers the Inves tor Relations section, www.cmsenergy.com/investor - relations , a channel of distribution. 2

Agenda Business Update & Outlook Patti Poppe 5 - yr Capital Plan Update President & CEO Financial Results Rejji Hayes Executive VP & CFO 3 PROFIT PLANET PEOPLE

Financial Results & Outlook . . . . . . 17 th consecutive year of industry - leading financial performance. a _ _ _ _ _ a Adjusted EPS (non - GAAP) a Long - Term Outlook • EPS & DPS Growth +6% to +8% a vs. 4 • 5 - yr Capital Plan (Bn) $12¼ Up from $11¾ 2019 Results Amount Prior Year • EPS $2.49 +7% • Operating Cash Flow (MM) $1,790 $87 2020 Outlook • EPS Guidance $2.64 – $2.68 +6% to +8% • Annual Dividend $1.63 +7%

CMS’ 2019 Performance Exemplifies . . . . . . world class performance delivering hometown service. PROFIT PLANET PEOPLE 5 • Ranked #1 for customer satisfaction in Midwest residential gas by JD Power • Ranked top tercile for customer satisfaction in Midwest residential electric by JD Power • Attracted 75 MWs of new electric load to Michigan • Ranked 1 st quartile for employee engagement • Approval of Integrated Resource Plan • Announced net zero methane emissions goal by 2030 for our gas delivery system • Expanded Utility wind portfolio by 30% • Enhanced, restored or protected ~1,500 acres of land • Reduced water use by 286 million gallons • Achieved 473 MWs of Demand Response • 17 years of +7% EPS growth • Raised dividend +7% YoY, 14 th increase in as many years • Generated ~$1.8 Bn of operating cash flow • Issued tax - exempt financing to restore coal ash sites • IRP order approved 5.88% incentive on PPAs a PERFORMANCE _ _ _ _ _ a Adjusted EPS (non - GAAP) CAGR • Constructive regulatory outcomes with electric settlement and gas order • Realized >$20 MM of waste elimination through the CE Way • Best performance ever for customer on - time delivery (COTD) • Finished #1 overall (2 nd year consecutively) in the sector for cyber security testing • Reduced 600k calls to contact centers

$1.20 $1.40 $1.60 $1.80 $2.00 $2.20 $2.40 $2.60 Managing Work Every Year . . . . . . maximizes benefits for customers and investors . 2012 2013 2014 2015 Offsets Record warm Mild Summer Cost productivity above plan Reinvestment Hot Summer Mild Winter Cost productivity above plan 0 EPS _ _ _ _ _ Adjusted EPS (non - GAAP) a 2016 Storms Cost productivity above plan Cost productivity 2017 +7% +7% +7% +7% +7% +7% Weather & Storms 2018 +7% Hot Summer 2019 Storms Reinvestment +7% 6 Cold January Cost Offsets a

2020 Priorities . . . . . . will enable an 18 th year of strong performance. 7 Performance Planet Profit People • Top decile safety performance – Implement gas safety management system (API 1173) – Eliminate 9,250 gas vintage services • Top quartile Customer Experience Index ( CXi ≥ 72) • Maintain top quartile employee engagement • Continue progress in reduction of CO 2 and methane emissions • Enhance, restore or protect 1,000 acres of land • Reduce water use by 200 million gallons • Consistent industry - leading financial performance • Solid investment grade credit ratings • Meet customer affordability targets • Meet O&M cost performance targets ENABLING THOSE CLOSEST TO THE WORK through Utilizing the 5 Basic Plays Visual Management Operating Reviews Problem Solving Standard Work

Utility Customer Investment Plan . . . . . . includes increased renewables and maintains focus on safety & reliability. Rate Base Growth Investment Plan Prior ‘19 - ‘23 Plan Capital Investment ( Bn ) : Renewables Electric Utility Gas Utility Total $25 Bn 10 - Yr Plan with $3 - $4 Bn of Opportunities $ 1¾ 5½ 5 $ 12¼ $ 1¾ 5 5 $ 11¾ New ‘20 - ‘24 Plan 10 - yr Plan includes years 2019 through 2028 _ _ _ _ _ 2019 2024 $17½ $24½ +7% Electric Gas Renewables a a 8

Regulatory Outlook . . . Electric Regulatory / Policy 2019 . . . l imited to general rate cases. 9/26: Final order U - 20322 Q1: File next electric rate case 12/16: Filed $245 MM U - 20650 10.5% ROE Gas Gas a Final order $157 MM, 9.9% ROE excluding $13 MM of Calc. C included in rates, offset by lower tax expense 2020 Oct. Expected final order 2016 Energy Law fully implemented Dec. Expected final order 9 a

+7% Consistent Growth Through . . . Recession Governor (D) Commission (D) Commission (R) Recession 7% CAGR Polar vortex Cold Feb. Mild summer Warm winter Hot summer Hot summer Cold winter Cold winter Summer - “less” Mild summer Mild summer Commission (D) Hurt Help EPS _ _ _ _ _ Adjusted EPS ( non - GAAP ) a Warm winter Hot summer Dividend Weather . . . changing circumstances . Commission (I) Cold Feb. Warm Dec. Warm winter Warm winter +6% to +8% b _ _ _ _ _ Non - GAAP 2003 2005 2006 2007 2008 2009 2010 2011 2004 2018 2017 2016 2015 2014 2013 2012 2019 Hot summer (D) 10 2020 Governor (R) (D) Storms a b

2019 Results . . . . . . reflect 7% EPS growth. Results $2.32 2018 2019 $ 2.39 EPS -- (GAAP) +7% Adjustments Adjusted (non - GAAP) 0.10 $ 2.49 0.01 $2.33 By Business Segment $ 2.63 0.12 (0. 43 ) $ 2.49 EPS Adjusted EPS -- (GAAP) Adjustments Adjusted (non - GAAP) 58 ¢ 10 68 ¢ 2019 Fourth Quarter b $2.63 – $2.67 0.14 (0.46) $2.47 – $2.51 Jan. 2019 Guidance 11 _ _ _ _ _ b Adjusted EPS (non - GAAP) b b Consumers Enterprises EnerBank Parent and other CMS Energy 38¢ 2 40 ¢ 2018 0.17 0.16 _ _ _ _ _ a See appendix for additional details a a

2019 Targets Achieved . . . Adjusted EPS (non - GAAP) DPS growth Operating cash flow (MM) Customer bills Electric Gas FFO/average debt (non - GAAP) Utility investment ( Bn ) Planned e quity issuance (MM) . . . providing sustainable benefits for customers and investors. Target $2.47 – $2.51 +6% to +8% $1,650 2 % ~ 17% $2.2 Actual $2.49 $1,790 (2) % ~17½ % $2.3 $70 None ($250 priced) (4)% In - line w/ earnings a Assumes residential weather normalized sales (solid investment grade) +7% (3)% 12 a In - line w/ earnings

2020 Guidance . . . . . . built on 2019’s actual performance. $2.84 – $2.88 0.08 – 0.10 0.18 – 0.20 (0.46) – (0.50) $2.64 – $2.68 _ _ _ _ _ a Adjusted EPS (non - GAAP) a 13 +6% to +8% Utility Enterprises EnerBank Parent and other Consolidated EPS Adjusted EPS (non - GAAP)

2020 EPS . . . 2019 2020 . . . supports another year of 6% to 8% growth. a _ _ _ _ _ Adjusted EPS (non - GAAP) (6)¢ $2.49 $2.64 – $2.68 +6% to +8% 6¢ 17¢ Approved : Gas (U - 20322) REP (U - 18231) Pending: Gas (U - 20650) $157 MM $25 MM $245 MM 14 $13 MM of Calc. C included in rates, offset by lower tax expense b b (2) - 2¢ Normal Weather Cost Savings Rates & Investments Usage, Tax & Other a

Our Entire Cost Structure . . . Cost Components Residential Bills as % of Wallet . . . offers cost reduction opportunities to maintain customer affordability. ~70% 15 a Source: Fred.stlouisfed.org, Bls.gov, Consumers Internal Bills; Percentages may not total100% due to rounding. 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Fuel and Power Costs Taxes 100% Capital Investments O&M Costs Cost of Capital ~70% (Electric & Gas) a Housing ~ 26 % Other ~ 30% Food ~ 13% Utility Bill ~ 4% Utility Bill ~ 3½% Down 50 bps! Consumers Energy Bill as % of Michigan Household Income, in current d ollars . Healthcare ~ 8% TV & Phone ~ 4% Housing ~ 30% Other ~ 30% Transportation ~ 15% Food ~ 12% Healthcare ~ 5% TV & Phone ~ 4% ~$17 Bn Customer Investment (2007 - 2018) Transportation ~ 15% 2007 2018

Strong Economic Development . . . . . . drives industrial activity and long - term high - margin load growth. 16 Economic Development Building Permits Population Growth Unemployment* 229 8 3.0 128 6 3.5 Grand Rapids U.S . Economic Indicators: % % % % % % *Nov. 2019 Unemployment Source: bea.gov, census.gov, bls.gov 2010 2018 a 12 months Dec . 2010 Dec . 2019 Editor’s Choice Top Utility Honorable Mention (Economic Development Deal of the Year) – Business Facilities Deal of the Year Award (Glanbia Campus) – Mid - America Economic Development Council Residential Customer Growth Utilities in Economic Development – Site Selection Magazine Michigan investment + jobs _ _ _ _ _ 2015 - 2019 annual average w eather normalized sales growth, excluding Energy Efficiency 139 % 1% 4.0% MI 0.2% 0.4% 0.7% 0.6% 0.5% 2015 2016 2017 2018 2019 Avg. Electric Customer Count 0.6% 0.8% 0.8% 0.7% 0.5% 2015 2016 2017 2018 2019 Avg. Gas Customer Count Avg. Annual Sales Growth ~1% c Avg. Annual Sales Growth ~1½% c b _ _ _ _ _ As announced in 2019 a b c

2020 and Long - Term Financial Targets . . . Adjusted EPS (non - GAAP) DPS growth Operating cash flow (MM) Customer price Electric Gas FFO/average debt (non - GAAP) Utility investment ( Bn ) Planned e quity issuance (MM) . . . provide sustainable benefits for customer and investors. 2020 $2.64 – $2.68 +6% to +8% $1,750 <1% ~ 17% $2.2 Long - Term Plan +6% to +8% Up $100 ~ Inflation In - line w/ earnings ~ $2.5/ yr. Up to $250 (priced) <2% Investment grade In - line w/ earnings a ~ $150/ yr. 17 Excludes $531 MM discretionary pension contribution in January 2020 (non - GAAP) a

2020 Sensitivities . . . Full Year Impact Sensitivity EPS OCF Sales Electric (~36,500 GWh) Gas (~300 Bcf ) + 1% + 5 + 6 ¢ + 13 + $ 25 + 50 Gas prices (NYMEX) + 50¢ 0 55 Utility Earned ROE Electric Gas + 10 bps + 10 + 1½ + 1 + 6 + 4 Interest rates + 25 bps <1 2 Effective Tax Rate (16%) + 100 bps 3 0 EE Incentives (1.5% electric) + 25 bps + 1 + 5 – + . . . reflect effective risk mitigation. – + (MM) Reflect 2020 sales forecast; weather - normalized _ _ _ _ _ Adjusted (non - GAAP) a – + – + b 18 Energy Efficiency a b c c

Compelling Investment Thesis . . . . . . adaptive to changing conditions. Aging Infrastructure Constructive Regulation Strong Cash Flow & Balance Sheet Diversified Service Territory Affordable Prices Clean Energy Leader 19

Q & A Thank You!

Appendix

Utility Customer Investment Plan 5 - year Plan ( Bn ) Renewables Electric Utility Gas Utility Total Depreciation & Amortization $0.4 0.9 0.9 $ 2.2 $1.0 2024 $ 0.3 1.1 1.1 $ 2.5 $1.2 2021 2022 2023 Total 2020 $ 0.4 1.1 1.0 $ 2.5 $1.2 $ 0.3 1.1 0.9 $ 2.3 $1.1 $ 0.4 1.2 1.1 $ 2.7 $1.1 $ 1.8 5.4 5.0 $ 12.2 $5.6 22

Operating Cash Flow Generation . . . . . . remains strong and supports our capital plan. (1.3) (0.8) (0.3) 0.2 0.7 1.2 1.7 2.2 2019 2020 2021 2022 2023 2024 Amount (Bn) Investment Cash flow before dividend NOLs & credits $0.2 $0.3 $0.5 $0.5 $0.6 $0.7 ~$10 Bn in aggregate $1.79 $1.75 $1.85 $1.95 $2.05 $2.15 23 _ _ _ _ _ a Excludes $531 MM discretionary pension contribution in January 2020 (non - GAAP) a $

. . . at solid investment - grade levels. Credit Metrics Maintained . . . • Strong financial position • Growing operating cash flow • Return on regulated investment • Supportive regulatory environment Ratings Drivers 24 Consumers Energy CMS Energy Senior Secured Commercial Paper Outlook Senior Unsecured Junior Subordinated Outlook S&P Moody’s Fitch BBB BBB - Stable A A - 2 Stable Aa3 P - 1 Stable A+ F - 2 Stable Baa1 Baa2 Stable BBB BB+ Stable Last Review Oct. 2019 Jul. 2019 Oct . 2019 Highest Governance Practices Score (GA - 1 )

2020 Financing Plan . . . Plan Issuances: (MM) • Supports Utility investment, including pension funding • Senior unsecured & hybrids • Healthy balance sheet Consumers Energy: First Mortgage Bonds Term Loan CMS Parent: New Debt Planned Equity Consumers Energy $100 Retirements: . . . p rovides financing flexibility. $ -- • Refinance FMBs YTD (MM) a _ _ _ _ _ _ As of 1/30/2020 a 25 Pension Contribution $531 Other: • Mitigates risk at low cost $531 Up to $250 MM p riced $650 300 $325 $ -- 300 $ -- -- Potential refinancing

2019 EPS . . . 2018 Weather & Reinvestments Storms Rates & Investment Usage, Enterprises, Tax & Other 2019 . . . illustrates another year of 7% growth. a $2.33 $2.49 (10)¢ 23¢ 1¢ Abs. ‘18 Weather 2019 Weather Abs. ‘18 Reinvestment Total (27)¢ 6 23 2 ¢ Detail: _ _ _ _ _ a Adjusted EPS (non - GAAP) 26 2 ¢

“DIG” (750 MW) & Peakers (200 MW) . . . . . . offers risk mitigation to Plan with future upside opportunities. 0 10 20 30 40 50 60 70 80 90 100 2017 2018 2019 2020-2023 2024+ Pre - Tax Income (MM) $38 Opportunities $ $3.00 $7.50 ~$90 $38 27 _ _ _ _ _ a A ssumes 100% capacity available at $3.00 and $7.50/ kw - month. a b b b $/ kw - month Planning Year (MISO) 2020 Through 2023 Capacity (~$2.00/kw - month) Energy 100 % >95% Contracted ~$35/ yr. ~$45 $ 45

GAAP Reconciliation

29 CMS ENERGY CORPORATION Reconciliation of GAAP EPS to Non - GAAP Adjusted EPS by Segment (Unaudited) Electric Utility Reported net income per share $ 0.32 $ 0.24 $ 1.79 $ 1.89 Reconciling items: Other exclusions from adjusted earnings 0.02 - 0.02 - Tax impact (*) - (*) - Tax reform - * - 0.01 Adjusted net income per share – non-GAAP $ 0.34 $ 0.24 $ 1.81 $ 1.90 Gas Utility Reported net income per share $ 0.40 $ 0.23 $ 0.82 $ 0.60 Reconciling items: Tax reform - * - * Adjusted net income per share – non-GAAP $ 0.40 $ 0.23 $ 0.82 $ 0.60 Enterprises Reported net income per share $ 0.05 $ - $ 0.12 $ 0.12 Reconciling items: Other exclusions from adjusted earnings (*) 0.03 * 0.03 Tax impact * (*) (*) (*) Gain on assets previously sold - - (*) (0.01) Tax impact - - * * Tax reform - (0.01) - (0.02) Adjusted net income per share – non-GAAP $ 0.05 $ 0.02 $ 0.12 $ 0.12 EnerBank Reported net income per share $ 0.06 $ 0.04 $ 0.17 $ 0.13 Reconciling items: Tax reform - * - * Adjusted net income per share – non-GAAP $ 0.06 $ 0.04 $ 0.17 $ 0.13 Corporate Interest and Other Reported net loss per share $ (0.25) $ (0.13) $ (0.51) $ (0.42) Reconciling items: Other exclusions from adjusted earnings 0.11 * 0.11 * Tax impact (0.03) (*) (0.03) (*) Tax reform - (*) - (*) Adjusted net loss per share – non-GAAP $ (0.17) $ (0.13) $ (0.43) $ (0.42) Consolidated Reported net income per share $ 0.58 $ 0.38 $ 2.39 $ 2.32 Reconciling items: Other exclusions from adjusted earnings 0.13 0.03 0.13 0.03 Tax impact (0.03) (*) (0.03) (*) Gain on assets previously sold - - (*) (0.01) Tax impact - - * * Tax reform - (0.01) - (0.01) Adjusted net income per share – non-GAAP $ 0.68 $ 0.40 $ 2.49 $ 2.33 Average Common Shares Outstanding – Diluted 284.8 283.3 284.3 282.9 * Less than $0.01 per share. In Millions, Except Per Share Amounts Three Months Ended Twelve Months Ended 12/31/19 12/31/18 12/31/19 12/31/18

30 CMS ENERGY CORPORATION Reconciliation of GAAP Net Income to Non - GAAP Adjusted Net Income by Quarter (Unaudited) Net Income Available to Common Stockholders $ 213 $ 93 $ 207 $ 167 Reconciling items: Electric utility and gas utility - - - 6 Tax impact - - - (1) Enterprises (*) * 1 (1) Tax impact * (*) (*) * EnerBank - - - - Tax impact - - - - Corporate interest and other * * * 31 Tax impact (*) (*) (*) (8) Adjusted Net Income – Non-GAAP $ 213 $ 93 $ 208 $ 194 Average Common Shares Outstanding – Diluted 283.6 284.0 284.6 284.8 Diluted Earnings Per Average Common Share $ 0.75 $ 0.33 $ 0.73 $ 0.58 Reconciling items: Electric utility and gas utility - - - 0.02 Tax impact - - - (*) Enterprises (*) * * (*) Tax impact * (*) (*) * EnerBank - - - - Tax impact - - - - Corporate interest and other * * * 0.11 Tax impact (*) (*) (*) (0.03) Adjusted Diluted Earnings Per Average Common Share – Non-GAAP $ 0.75 $ 0.33 $ 0.73 $ 0.68 Net Income Available to Common Stockholders $ 241 $ 139 $ 169 $ 108 Reconciling items: Electric utility and gas utility - - - - Tax impact - - - 2 Enterprises * (3) * 8 Tax impact (*) 1 (*) (5) EnerBank - - - - Tax impact - - - * Corporate interest and other * * * * Tax impact (*) (*) (*) (1) Adjusted Net Income – Non-GAAP $ 241 $ 137 $ 169 $ 112 Average Common Shares Outstanding – Diluted 282.2 282.6 283.2 283.3 Diluted Earnings Per Average Common Share $ 0.86 $ 0.49 $ 0.59 $ 0.38 Reconciling items: Electric utility and gas utility - - - - Tax impact - - - * Enterprises * (0.01) * 0.03 Tax impact (*) * (*) (0.01) EnerBank - - - - Tax impact - - - * Corporate interest and other * * * * Tax impact (*) (*) (*) (*) Adjusted Diluted Earnings Per Average Common Share – Non-GAAP $ 0.86 $ 0.48 $ 0.59 $ 0.40 * Less than $0.5 million or $0.01 per share. In Millions, Except Per Share Amounts 2018 1Q 2Q 3Q 4Q In Millions, Except Per Share Amounts 2019 1Q 2Q 3Q 4Q

31 CMS ENERGY CORPORATION Reconciliations of GAAP Net Income to Non - GAAP Adjusted Net Income (Unaudited) Net Income Available to Common Stockholders $ 167 $ 108 $ 680 $ 657 Reconciling items: Other exclusions from adjusted earnings 36 8 37 9 Tax impact (9) (*) (9) (*) Gain on assets previously sold - - (*) (4) Tax impact - - * 1 Tax reform - (4) - (4) Adjusted net income – non-GAAP $ 194 $ 112 $ 708 $ 659 Average Common Shares Outstanding Basic 283.0 282.6 283.0 282.2 Diluted 284.8 283.3 284.3 282.9 Basic Earnings Per Average Common Share Reported net income per share $ 0.59 $ 0.38 $ 2.40 $ 2.33 Reconciling items: Other exclusions from adjusted earnings 0.13 0.03 0.13 0.03 Tax impact (0.03) (*) (0.03) (*) Gain on assets previously sold - - (*) (0.01) Tax impact - - * * Tax reform - (0.02) - (0.02) Adjusted net income per share – non-GAAP $ 0.69 $ 0.39 $ 2.50 $ 2.33 Diluted Earnings Per Average Common Share Reported net income per share $ 0.58 $ 0.38 $ 2.39 $ 2.32 Reconciling items: Other exclusions from adjusted earnings 0.13 0.03 0.13 0.03 Tax impact (0.03) (*) (0.03) (*) Gain on assets previously sold - - (*) (0.01) Tax impact - - * * Tax reform - (0.01) - (0.01) Adjusted net income per share – non-GAAP $ 0.68 $ 0.40 $ 2.49 $ 2.33 * 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, regulatory items from prior years, or other items detailed in these summary financial statements. Adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for reported earnings. Three Months Ended Twelve Months Ended 12/31/19 12/31/18 12/31/19 12/31/18

32 CMS ENERGY CORPORATION Reconciliation of Non - GAAP FFO to Average Debt Ratio (Unaudited) FUNDS FROM OPERATIONS Net Cash Provided by Operating Activities $ 1,790 Reconciling items: Working capital 63 Other (132) Funds From Operations (FFO) – Non-GAAP $ 1,721 AVERAGE DEBT Indebtedness Long-term debt (1) $ 13,062 $ 11,589 Capital leases and financing obligation (1) 95 91 Notes payable (1) 90 97 Total Indebtedness 13,247 11,777 Reconciling items: Securitization debt (1) (251) (277) EnerBank debt (1) (2,389) (1,758) 50% of Junior subordinated notes (1) (555) (240) Adjusted Debt – Non-GAAP $ 10,052 $ 9,502 Average Debt – Non-GAAP $ 9,777 (1) FFO TO AVERAGE DEBT RATIO Funds from operations (FFO) – non-GAAP $ 1,721 Average debt – non-GAAP $ 9,777 FFO to Average Debt Ratio – Non-GAAP 17.6% 12/31/19 Includes current and non-current portions. In Millions As of 12/31/19 12/31/18 Year Ended 12/31/19 In Millions In Millions, Except Ratio Year Ended

33 CMS ENERGY CORPORATION Earnings Per Share By Year GAAP Reconciliation (Unaudited) GAAP GAAP 2019 over 2019 over 2003 2018 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 CAGR Growth Reported earnings (loss) per share - GAAP ($0.30) $0.64 ($0.44) ($0.41) ($1.02) $1.20 $0.91 $1.28 $1.58 $1.42 $1.66 $1.74 $1.89 $1.98 $1.64 $2.32 $2.39 NM 3% Pretax items: Electric and gas utility 0.32 (0.60) - - (0.06) 0.08 0.55 0.05 - 0.27 - - - 0.04 - - 0.02 Tax impact (0.11) 0.21 - - (0.01) (0.03) (0.22) (0.02) - (0.10) - - - (0.01) 0.12 (b) 0.01 (*) Enterprises 0.93 0.97 0.06 (0.12) 1.67 (0.02) 0.14 (0.05) * (0.01) * 0.05 * * * 0.02 * Tax impact (0.19) (0.35) (0.02) 0.10 (0.42) * (0.05) 0.02 (0.11) * (*) (0.02) (*) (*) 0.20 (b) (0.02) (*) EnerBank - - - - - - - - - - - - - - - - - Tax impact - - - - - - - - - - - - - - 0.01 (b) * - Corporate interest and other 0.25 (0.06) 0.06 0.45 0.17 0.01 0.01 * - * * * * 0.02 0.01 * 0.11 Tax impact (0.09) 0.03 (0.02) (0.18) (0.49) (0.03) (*) (*) (0.01) (*) (*) (*) (*) (0.01) 0.19 (b) (*) (0.03) Adjusted Adjusted Discontinued operations (income) loss, net (0.16) 0.02 (0.07) (0.03) 0.40 (*) (0.08) 0.08 (0.01) (0.03) * (*) (*) * * (*) (*) 2019 over 2019 over Asset impairment charges - - 2.80 1.07 0.93 - - - - - - - - - - - - 2003 2018 Tax impact - - (0.98) (0.31) (0.33) - - - - - - - - - - - - CAGR Growth Cumulative accounting changes 0.25 0.02 - - - - - - - - - - - - - - - 7% 7% Tax impact (0.09) (0.01) - - - - - - - - - - - - - - - Adjusted earnings per share, including MTM - non-GAAP $0.81 $0.87 $1.39 $0.57 $0.84 $1.21 (a) $1.26 $1.36 $1.45 $1.55 $1.66 $1.77 $1.89 $2.02 $2.17 $2.33 $2.49 Mark-to-market 0.04 (0.65) 0.80 Tax impact (0.01) 0.22 (0.29) Adjusted earnings per share, excluding MTM - non-GAAP NA $0.90 $0.96 $1.08 NA NA NA NA NA NA NA NA NA NA NA NA NA * Less than $0.01 per share. (a) $1.25 excluding discontinued Exeter operations and accounting changes related to convertible debt and restricted stock. (b) Reflects the impact of tax reform.

34 CMS ENERGY CORPORATION Reconciliation of GAAP Operating Activities to Non - GAAP Operating Activities (Unaudited) (mils) 2020 GAAP Net cash provided by operating activities 1,219$ 531 Non-GAAP Net cash provided by operating activities 1,750$ Add back discretionary pension contribution

XML

Cover	Jan. 30, 2020
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 30, 2020
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
Consumers Energy Company Member
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 30, 2020
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