CMS 10-K Annual Report Dec. 31, 2018 | Alphaminr
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CMS 10-K Fiscal year ended Dec. 31, 2018

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CMS ENERGY CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 6. Selected Financial DataItem 8. Financial Statements and Supplementary Data Cms Energy Consolidated Financial StatementsItem 1. Business Cms Energy and Consumers RegulationItem 8. Financial Statements and Supplementary Data Consumers Consolidated Financial StatementsItem 1. Business Business SegmentsItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Executive OverviewItem 8. Financial Statements and Supplementary Data Notes To The Consolidated Financial StatementsNote 4, Contingencies and Commitments Contractual CommitmentsItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operations OutlookNote 3, Regulatory MattersItem 1A. Risk FactorsNote 4, Contingencies and CommitmentsNote 12, Retirement BenefitsItem 1. Business Cms Energy and Consumers Environmental Strategy and ComplianceItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesNote 13, Stock-based CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersNote 5, Financings and CapitalizationItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsNote 14, Income TaxesNote 7, Financial InstrumentsNote 5, Financings and Capitalization Dividend RestrictionsNote 4, Contingencies and Commitments GuaranteesNote 10, Leases and Palisades FinancingNote 4, Contingencies and Commitments Consumers Electric Utility Contingencies Electric Environmental MattersNote 4, Contingencies and Commitments Consumers Gas Utility Contingencies Gas Environmental MattersNote 1, Significant Accounting PoliciesNote 6, Fair Value MeasurementsNote 16, RevenueNote 2, New Accounting StandardsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 15, Earnings Per Share Cms EnergyNote 8, Notes ReceivableNote 9, Plant, Property, and EquipmentNote 11, Asset Retirement ObligationsNote 18, Cash and Cash EquivalentsNote 21, Variable Interest EntitiesItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 1. Business Cms Energy and Consumers Executive OfficersItem 11. Executive CompensationItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.11 1-9513 (3)(a) Restated Articles of Incorporation of CMSEnergy, effective June1,2004, as amended May22,2009 (Form10-Q for the quarterly period ended June30,2009) 3.21 1-9513 3.2 CMSEnergy Bylaws, amended and restated effective February8,2016 (Form8-K filed February8,2016) 3.4 1-5611 3.2 Consumers Bylaws, amended and restated as of January24,2013 (Form8-K filed January29,2013) 4.1.a 1-5611 4.2 100thdated as of 3/24/05 (Form8-K filed March30,2005) 4.1.b 1-5611 4.2 104thdated as of 8/11/05 (Form8-K filed August11,2005) 4.1.c 1-5611 4.1 112thdated as of 9/1/10 (Form8-K filed September7,2010) 4.1.d 1-5611 4.1 113thdated as of 10/15/10 (Form8-K filed October20,2010) 4.1.e 1-5611 4.1 114thdated as of 3/31/11 (Form8-K filed April6,2011) 4.1.f 1-5611 4.1 116thdated as of 9/1/11 (Form10-Q for the quarterly period ended September30,2011) 4.1.g 1-5611 4.1 117thdated as of 5/8/12 (Form8-K filed May8,2012) 4.1.h 1-5611 4.1 119thdated as of 8/3/12 (Form10-Q for the quarterly period ended September30,2012) 4.1.i 1-5611 4.1 120thdated as of 12/17/12 (Form8-K filed December20,2012) 4.1.j 1-5611 4.1 121stdated as of 5/17/13 (Form8-K filed May17,2013) 4.1.k 1-5611 4.1 122nddated as of 8/9/13 (Form8-K filed August9,2013) 4.1.l 1-5611 4.1 123rddated as of 12/20/13 (Form8-K filed December27,2013) 4.1.m 1-5611 4.1 124thdated as of 8/18/2014 (Form8-K filed August18,2014) 4.1.n 1-5611 4.1 125thdated as of 11/6/2015 (Form8-K filed November6,2015) 4.1.o 1-5611 4.1 126thdated as of 11/23/2015 (Form8-K filed November25,2015) 4.1.p 1-5611 4.1 127thdated as of 8/10/16 (Form8-K filed August10,2016) 4.1.q 1-5611 4.1 128thdated as of 2/22/17 (Form8-K filed February22,2017) 4.1.r 1-5611 4.1 129thdated as of 9/28/17 (Form8-K filed September28,2017) 4.1.s 1-5611 4.1 130thdated as of 11/15/17 (Form8-K filed November15,2017) 4.1.t 1-5611 4.1 131st dated as of 5/14/18 (Form8K filed May 14, 2018) 4.1.u 1-5611 4.1 132nd dated as of 6/5/18 (Form8K filed June 5, 2018) 4.1.v 1-5611 4.1 133rd dated as of 10/1/18 (Form 8-K filed October 1, 2018) 4.2 1-5611 (4)(b) Indenture dated as of January1,1996 between Consumers and The Bank of New York Mellon, as Trustee (Form10-K for the fiscal year ended December31,1995) 4.3 1-5611 (4)(c) Indenture dated as of February1,1998 between Consumers and The Bank of New York Mellon (formerly The Chase Manhattan Bank), as Trustee (Form10-K for the fiscal year ended December31,1997) 4.4.a1 1-9513 4.1 28th dated as of 3/12/12 (Form8K filed March12,2012) 4.4.b1 1-9513 4.1 29thdated as of 3/22/13 (Form8-K filed March22,2013) 4.4.c1 1-9513 4.1 30thdated as of 2/27/14 (Form8-K filed February27,2014) 4.4.d1 1-9513 4.2 31stdated as of 2/27/14 (Form8-K filed February27,2014) 4.4.e1 1-9513 4.1 32nddated as of 11/9/15 (Form8-K filed November9,2015) 4.4.f1 1-9513 4.1 33rddated as of 5/5/16 (Form8-K filed May5,2016) 4.4.g1 1-9513 4.1 34thdated as of 11/3/16 (Form8-K filed November3,2016) 4.4.h1 1-9513 4.1 35thdated as of 2/13/17 (Form8-K filed February13,2017) 4.51 1-9513 (4a) Indenture dated as of June1,1997 between CMSEnergy and TheBank of NewYorkMellon, as Trustee (Form8-K filed July1,1997) 4.5.b1 1-9513 4.1 6th dated as of 3/8/18 (Form 8-K filed March 8, 2018) 4.5.c1 1-9513 4.1 7th dated as of 9/26/18 (Form 8-K filed September 26, 2018) 10.12 1-9513 (10)(g) 2004 Formof Executive Severance Agreement (Form10-Q for the quarterly period ended September30,2009) 10.32 CMSEnergys Deferred Salary Savings Plan, as amended and restated, effective January1,2019 10.42 1-9513 10.5 CMSEnergy and Consumers Directors Deferred Compensation Plan, effective as of November30,2007 (Form10-K for the fiscal year ended December31,2014) 10.52 1-9513 10.6 Supplemental Executive Retirement Plan for Employees of CMSEnergy/Consumerseffective on January1,1982 and as amended effective April1,2011 (Form10-Q for the quarterly period ended March31,2011) 10.62 1-9513 10.7.a Defined Contribution Supplemental Executive Retirement Plan, as amended and restated, effective January1,2016 (Form10-K for the fiscal year ended December31,2015) 10.72 Defined Contribution Supplemental Executive Retirement Plan, as amended and restated, effective May 1, 2019 10.82 1-9513 10.8 Formof Officer Separation Agreement as of January2017 (Form10-K for the fiscal year ended December31,2016) 10.101,2 1-9513 (10)(a) Formof Indemnification Agreement between CMSEnergy and its Directors, effective as of November1,2007 (Form10-Q for the quarterly period ended September30,2007) 10.112 1-5611 (10)(b) Formof Indemnification Agreement between Consumers and its Directors, effective as of November1,2007 (Form10-Q for the quarterly period ended September30,2007) 10.122 CMSIncentive Compensation Plan for CMSEnergy and Consumers Officers as amended, effective as of December 1, 2018 10.132 1-9513 10.1 2016 Formof Change in Control Agreement (Form8-K filed June23,2016) 10.142 Annual Employee Incentive Compensation Plan for Consumers as amended effective as of December 1, 2018 10.16 1-5611 10.2 $850million Fifth Amended and Restated Revolving Credit Agreement dated as of June 5,2018 among Consumers, the Banks, as defined therein, and JPMorgan, as Agent (Form8-K filed June5,2018) 10.171 1-9513 10.3 Pledge and Security Agreement dated as of March31,2011, made by CMSEnergy to Barclays BankPLC, as Administrative Agent for the Banks, as defined therein (Form8-K filed April6,2011) 10.192 1-9513 10.1 Consumers and other CMSEnergy Companies Retired Executives Survivor Benefit Plan for Management/ Executive Employees, distributed July1,2011 (Form10-Q for the quarterly period ended September30,2011) 10.201 1-9513 10.1 $180,000,000 Term Loan Credit Agreement dated as of June11,2015 among CMSEnergy, the financial institutions named therein, and JPMorgan Chase Bank, N.A., as Agent (Form8-K filed June16,2015) 10.20.a1 1-9513 10.3 Description of the $180,000,000 Term Loan Credit Agreement Extension (Form10-Q for the quarterly period ended March31,2016) 10.20.b1 1-9513 10.4 Description of the second $180,000,000 Term Loan Credit Agreement Extension (Form10-Q for the quarterly period ended March31,2017) 10.21 1-5611 10.1 Formof Commercial Paper Dealer Agreement between Consumers, as Issuer, and the Dealer party thereto (Form10-Q for the quarterly period ended September30,2014) 10.22 1-5611 10.1 Bond Purchase Agreement between Consumers Energy and each of the Purchasers named therein (Form8-K filed August29,2017) 10.231 1-9513 10.1 $225,000,000 Term Loan Credit Agreement dated as of December 21, 2017 among CMS Energy, the financial institutions named therein, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Agent (Form 8-K filed December 22, 2017) 10.24 1-5611 10.3 Bond Purchase Agreement dated as of July 24, 2018 between Consumers and each of the Purchasers named therein (Form 10-Q for the quarterly period ended June 30, 2018) 21.1 Subsidiaries of CMSEnergy and Consumers 23.1 Consent of PricewaterhouseCoopersLLP for CMSEnergy 23.2 Consent of PricewaterhouseCoopersLLP for Consumers 31.1 CMSEnergys certification of the CEO pursuant to Section302 of the Sarbanes-Oxley Act of 2002 31.2 CMSEnergys certification of the CFO pursuant to Section302 of the Sarbanes-Oxley Act of 2002 31.3 Consumers certification of the CEO pursuant to Section302 of the Sarbanes-Oxley Act of 2002 31.4 Consumers certification of the CFO pursuant to Section302 of the Sarbanes-Oxley Act of 2002 32.1 CMSEnergys certifications pursuant to Section906 of the Sarbanes-Oxley Act of 2002 32.2 Consumers certifications pursuant to Section906 of the Sarbanes-Oxley Act of 2002 99.11 333-221134 99.1 CMSEnergy Stock Purchase Plan, as amended and restated October26,2017 (FormS-3ASR filed October26,2017)