Annual Report
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Table of Contents CMS ENERGY & C ONSUME RS ENERGY ANNUAL REPORT 2020 Table of Contents To Our Fellow Shareowners: Outside of responding to the COVID-19 pandemic, this past year has been transformative. Committing to be the President and CEO of CMS Energy and Consumers Energy was a true honor for me and my family. Since joining in 2003, my love for our company has only deepened. There is no other place I’d rather be than with the amazing team I work with every day. My co-workers are a true testament of how a company succeeds, even during the hard years. I’m proud to report that we delivered another year of strong financial performance in 2020, marking 18 years of meeting our adjusted earnings guidance – industry leading, consistent financial performance. Our co-workers have exemplified our purpose ─ CMS Energy: World Class Performance Delivering Hometown Service. This will continue to be our guide path to success. I am looking into the future with excitement. Highlights include mobilizing our long-term strategy, delivering consistent industry-leading financial performance, striving for excellence through the CE Way, and maintaining a top tier regulatory climate in Michigan. I am happy to share our latest accomplishments that continue to exemplify our triple bottom line – People, Planet and Profit. PEOPLE: • Contributed more than $80 million to support our customers and the communities we serve during the pandemic • Achieved 1st quartile employee engagement for U.S. utilities i • Achieved 1st quartile customer experience across all industries ii • Attracted 126 megawatts of new or expanding load to the state, which is anticipated to add over $2½ billion of Michigan investment and over 4,000 jobs • Named one of the top 50 best employers for diversity 2020 by Forbes Magazine • Appointed a Chief Diversity Officer in June 2020 • Extended parental leave to 6 months paid leave for birthing-parent and non- birthing parent leave to 4 months paid leave i Table of Contents PLANET: • Invested more than $700 million in gas, electric and renewable infrastructure to support our clean energy transition • Added over 800 megawatts of wind iii • Executed on contracts for 300 megawatts of new solar • Achieved more than 500 megawatts of Demand Response • Reduced water usage by over 430 million gallons • Reduced landfill waste by 49 percent from 2019 levels; this included a trash reduction of over 22% • Enhanced, restored, or protected over 2,400 acres of land • Reduced carbon dioxide emissions by over 35 percent since 2005 • Named one of 2020 Barron’s 100 most sustainable companies PROFIT: • Achieved over $100 million in cost savings largely driven by waste elimination and the CE Way • Achieved cash flow from operating activities of $1.28 billion and adjusted cash flow from operating activities of $1.98 billion, excluding $700 million of voluntary pension contributions in 2020 iv • In January 2021, increased common stock dividend by 7% to $1.74 per share on an annualized basis; 15th increase in as many years • Delivered 18th year of consistent industry-leading financial performance I look forward to the coming year and thank you for your continued investment. Sincerely, Garrick Rochow President and CEO i This metric is measured by an external vendor CultureIQ – we are 6 points above 1st quartile ii Source: Data from CXi Forrester Index iii 525 MW Aviator Wind, 150 MW Gratiot Farms Wind, 166 MW Crescent Wind iv Management views adjusted (non-Generally Accepted Accounting Principles) cash flows as a key measure of the company's present operating financial performance and uses adjusted cash flows for external communications with analysts and investors. Internally, the company uses adjusted cash flows to measure and assess performance. Adjusted cash flows should be considered supplemental information to assist in understanding our business results, rather than as a substitute for reported cash flows. ii Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____to_____ Commission File Number Registrant; State of Incorporation; Address; and Telephone Number IRS Employer Identification No. 1-9513 CMS ENERGY CORPORATION 38-2726431 (A Michigan Corporation) One Energy Plaza, Jackson, Michigan 49201 (517) 788‑0550 1-5611 CONSUMERS ENERGY COMPANY 38-0442310 (A Michigan Corporation) One Energy Plaza, Jackson, Michigan 49201 (517) 788‑0550 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, $100 par value: $4.50 Series CMS-PB New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. CMS Energy Corporation: Yes ☒ No ☐ Consumers Energy Company: Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. CMS Energy Corporation: Yes ☐ No ☒ Consumers Energy Company: Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. CMS Energy Corporation: Yes ☒ No ☐ Consumers Energy Company: Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). CMS Energy Corporation: Yes ☒ No ☐ Consumers Energy Company: Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act. CMS Energy Corporation: Consumers Energy Company: Large accelerated filer ☒ Large accelerated filer ☐ Non‑accelerated filer ☐ Non‑accelerated filer ☒ Accelerated filer ☐ Accelerated filer ☐ Smaller reporting company ☐ Smaller reporting company ☐ Emerging growth company ☐ Emerging growth 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: ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. CMS Energy Corporation: ☒ Consumers Energy Company: ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). CMS Energy Corporation: Yes ☐ No ☒ Consumers Energy Company: Yes ☐ No ☒ The aggregate market value of CMS Energy voting and non‑voting common equity held by non‑affiliates was $16.647 billion for the 284,957,910 CMS Energy Corporation Common Stock shares outstanding on June 30, 2020 based on the closing sale price of $58.42 for CMS Energy Corporation Common Stock, as reported by the New York Stock Exchange on such date. There were no shares of Consumers common equity held by non‑affiliates as of June 30, 2020. There were 288,943,354 shares of CMS Energy Corporation Common Stock outstanding on January 15, 2021. On January 15, 2021, CMS Energy held all 84,108,789 outstanding shares of common stock of Consumers. Documents incorporated by reference in Part III: CMS Energy’s and Consumers’ proxy statement relating to their 2021 Annual Meetings of Shareholders to be held May 7, 2021. Table of Contents Table of Contents CMS Energy Corporation Consumers Energy Company Annual Reports on Form 10-K to the Securities and Exchange Commission for the Year Ended December 31, 2020 Table of Contents Glossary............................................................................................................................................... 2 Filing Format....................................................................................................................................... 10 Forward-Looking Statements and Information................................................................................... 10 Part I...................................................................................................................................................