Certain terms used in the text and financial statements are defined below.

This combined Form 10-Q is separately filed by CMS Energy and Consumers. Information in this combined Form 10-Q relating to each individual registrant is filed by such registrant on its own behalf. Consumers makes no representation regarding information relating to any other companies affiliated with CMS Energy other than its own subsidiaries.

CMS Energy is the parent holding company of several subsidiaries, including Consumers and CMS Enterprises. CMS Energy was also the parent holding company of EnerBank until October 1, 2021 when EnerBank was merged with Regions Bank. None of CMS Energy, CMS Enterprises, EnerBank, nor any of CMS Energy’s other subsidiaries (other than Consumers) has any obligation in respect of Consumers’ debt securities or preferred stock and holders of such securities should not consider the financial resources or results of operations of CMS Energy, CMS Enterprises, EnerBank, nor any of CMS Energy’s other subsidiaries (other than Consumers and its own subsidiaries (in relevant circumstances)) in making a decision with respect to Consumers’ debt securities or preferred stock. Similarly, neither Consumers nor any other subsidiary of CMS Energy has any obligation in respect of securities of CMS Energy.

This report should be read in its entirety. No one section of this report deals with all aspects of the subject matter of this report. This report should be read in conjunction with the consolidated financial statements and related notes and with MD&A included in the 20202021 Form 10-K.

CMS Energy’s internet address is www.cmsenergy.com. CMS Energy routinely posts important information on its website and considers the Investor Relations section, www.cmsenergy.com/investor-relations, a channel of distribution.distribution for material information. Information contained on CMS Energy’s website is not incorporated herein.

This Form 10‑Q10-Q and other CMS Energy and Consumers disclosures may contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. The use of “might,” “may,” “could,” “should,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “projects,” “forecasts,” “predicts,” “assumes,” and other similar words is intended to identify forward-looking statements that involve risk and uncertainty. This discussion of potential risks and uncertainties is designed to highlight important factors that may impact CMS Energy’s and Consumers’ businesses and financial outlook. CMS Energy and Consumers have no obligation to update or revise forward-looking statements regardless of whether new information, future events, or any other factors affect the information contained in the statements. These forward-looking statements are subject to various factors that could cause CMS Energy’s and Consumers’ actual results to differ materially from the results anticipated in these statements. These factors include, but are not limited to, the following, all of which are potentially significant:

All forward-looking statements should be considered in the context of the risk and other factors described above and as detailed from time to time in CMS Energy’s and Consumers’ SEC filings. For additional details regarding these and other uncertainties, see Part I—Item 1. Financial Statements—MD&A—Outlook and Notes to the Unaudited Consolidated Financial Statements—Note 1, Regulatory Matters and Note 2, Contingencies and Commitments; and Part II—I—Item 1A. Risk Factors.Factors in the 2021 Form 10-K.

This MD&A is a combined report of CMS��CMS Energy and Consumers.

CMS Energy is an energy company operating primarily in Michigan. It is the parent holding company of several subsidiaries, including Consumers, an electric and gas utility;utility, and CMS Enterprises, primarily a domestic independent power producer and marketer. CMS Energy was also the parent holding company of EnerBank, an industrial bank located in Utah, until October 1, 2021 when EnerBank was merged withacquired by Regions Bank as described below.Bank. Consumers’ electric utility operations include the generation, purchase, distribution, and sale of electricity, and Consumers’ gas utility operations include the purchase, transmission, storage, distribution, and sale of natural gas. Consumers’ customer base consists of a mix of primarily residential, commercial, and diversified industrial customers. CMS Enterprises, through its subsidiaries and equity investments, is engaged in domestic independent power production, including the development and operation of renewable generation, and the marketing of independent power production. EnerBank provides primarily unsecured, fixed-rate installment loans throughout the U.S. to finance home improvements.

CMS Energy and Consumers manage their businesses by the nature of services each provides. CMS Energy operates principally in three business segments: electric utility; gas utility; and enterprises, its non‑utility operations and investments. EnerBank is not included in the composition of CMS Energy’s reportable segments. EnerBank’s results of operations are presented as income from discontinued operations as a result of the merger described above. Consumers operates principally in two business segments: electric utility and gas utility. CMS Energy’s and Consumers’ businesses are affected primarily by:

CMS Energy’s and Consumers’ purpose is to achieve world class performance while delivering hometown service. In support of this purpose, the companiesCMS Energy and Consumers employ the “CE Way,” a lean operating model designed to improve safety, quality, cost, delivery, and employee morale.

CMS Energy and Consumers measure their progress toward the purpose by considering their impact on the “triple bottom line” of people, planet, and profit, which is underpinned by performance; this consideration takes into account not only the economic value that the companiesCMS Energy and Consumers create for customers and investors, but also their responsibility to social and environmental goals. The triple bottom line balances the interests of the companies’ employees, customers, suppliers, regulators, creditors, Michigan’s residents,

the investment community, and other stakeholders, and it reflects the broader societal impacts of the companies’CMS Energy’s and Consumers’ activities.

Consumers’CMS Energy’s Environmental, Social, Governance and Sustainability Report, which is available to the public, describes the company’sCMS Energy’s and Consumers’ progress toward world class performance measured in the areas of people, planet, and profit.

The safety of employees, customers, and the general public is a priority of CMS Energy and Consumers. Accordingly, CMS Energy and Consumers have worked to integrate a set of safety principles into their business operations and culture. These principles include complying with applicable safety, health, and security regulations and implementing programs and processes aimed at continually improving safety and security conditions. Since 2010, Consumers’ OSHA recordable incident rate has decreased by over 5340 percent.

In response to the COVID-19 pandemic, CMS Energy and Consumers have issued a response plan that is focused on the health, safety, and well-being of their co-workers, customers, and communities. CMS Energy and Consumers have aligned with safety and health guidelines from the CDC, OSHA, MIOSHA, and the Michigan Department of Health and Human Services in order to protect their employees, customers, and contractors to ensure the continued delivery of critical energy services. To align with, and in addition to, these guidelines, CMS Energy and Consumers have:

In addition, while CMS Energy and Consumers have not yet experienced significant labor orsome supply chain disruption as a result of the COVID-19 pandemic,disruptions, they continue to monitor and take steps to mitigate against future impacts in order to continue to provide safe and reliable service to customers.

CMS Energy and Consumers also place a high priority on customer value and on providing a hometown customer experience. Consumers’ customer-driven investment program is aimed at improving safety and increasing electric and gas reliability, which has resulted in measurable improvements in customer satisfaction.

Central to Consumers’ commitment to its customers are the initiatives it has undertaken to keep electricity and natural gas affordable, including:

CMS Energy and Consumers continue to focus on opportunities to protect the environment and to reduce their carbon footprint. As a result of actions already taken, by CMS Energy and Consumers the companies have:

Additionally,Since 2005, Consumers has reduced its sulfur dioxide and particulate matter emissions by over 90 percent and its nitrogen oxide particulate matter, andemissions by over 80 percent. Consumers began tracking mercury emissions in 2007; since that time, it has reduced such emissions by approximatelynearly 90 percent since 2005.

The 2016 Energy Law:

Consumers’ Clean Energy Plan details its strategy to meet customers’ long-term energy needs. The Clean Energy Plan was originally outlined in Consumers’ 2018 IRP, which was approved by the MPSC in 2019. Under its Clean Energy Plan, Consumers will meet the requirements of the 2016 Energy Law using its clean and lean strategy, which focuses on increasing the generation of renewable energy, helping customers use less energy, and offering demand response programs to reduce demand during critical peak times.

In June 2021, Consumers filed its 2021 IRP with the MPSC, proposing updates to the Clean Energy Plan. Within itsIn April 2022, Consumers and a broad coalition of key stakeholders, including customer groups, environmental organizations, the MPSC Staff, energy industry representatives, and the Michigan Attorney General, filed a settlement agreement with the MPSC resolving Consumers’ 2021 IRP. The settlement agreement is pending approval by the MPSC.

The settlement agreement resolving the 2021 IRP which is subject to MPSC approval, Consumers outlines itsConsumers’ long-term strategy for delivering clean, reliable, resilient, and affordable energy to its customers, including plans to:

These steps are expectedUnder the settlement agreement resolving the 2021 IRP, Consumers would continue to enable Consumersearn a return equal to meet and exceedits weighted-average cost of capital on payments made under new competitively bid PPAs approved by the 2016 Energy Law renewable energy requirements and fulfill increasing customer demand for renewable energy. MPSC.

The 2021 IRP, is also expected toas settled, would allow Consumers to exceed its breakthrough goal of at least 50 percent combined renewable energy and energy waste reduction by 2030.

In addition to its plan to eliminate its use of coal-fueled generation by 2025, Consumers has a goalset the net-zero emissions goals discussed below.

Additionally, to advance its environmental stewardship in Michigan and to minimize the impact of future regulations, Consumers announced the following five‑year targets during 2018:

Consumers has metexceeded each of these targets and is evaluating new targets for the coming years.

CMS Energy and Consumers are monitoring numerous legislative, policy, and regulatory initiatives, including those to regulate greenhouse gases, and related litigation. While CMS Energy and Consumers

For the ninethree months ended September 30, 2021,March 31, 2022, CMS Energy’s net income available to common stockholders was $711$351 million, and diluted EPS were $2.46.$1.21. This compares with net income available to common stockholders of $597$349 million and diluted EPS of $2.09$1.21 for the ninethree months ended September 30, 2020.March 31, 2021. In 2021, the benefits from gas and electric rate increases and2022, higher electric and gas sales due primarily to favorable weather were offset partially by higherincreased distribution, transmission, generation, and compression expenses and increased depreciation and property taxes, reflecting higher capital spending. A more detailed discussion of the

factors affecting CMS Energy’s and Consumers’ performance can be found in the Results of Operations section that follows this Executive Overview.

Over the next five years, Consumers expects weather-normalized electric and gas deliveries to remain stable relative to 2020.2021. This outlook reflects the effects of energy waste reduction programs offset largely by modest growth in electric and gas demand.

CMS Energy and Consumers remain committed to achieving world class performance while delivering hometown service and positively impacting the triple bottom line of people, planet, and profit. During 2021, CMS Energy and Consumers:

CMS Energy and Consumers will continue to utilize the CE Way to enable them to achieve world class performance and positively impact the triple bottom line. Consumers’ investment plan and the regulatory environment in which it operates also drive its ability to impact the triple bottom line.

Of this amount, Consumers plans to spend $10.0$10.8 billion over the next five years to maintain and upgrade its gas infrastructure and electric distribution systems in order to enhance safety and reliability, improve customer satisfaction, reduce energy waste on those systems, and facilitate its clean energy transformation. The gas infrastructure projects comprise $5.3$6.4 billion to sustain deliverability, enhance pipeline integrity and safety, and reduce methane emissions. The electric distribution projects comprise $4.7$4.4 billion to strengthen circuits and substations, replace poles, and interconnect clean energy resources. Consumers also expects to spend $2.4$2.8 billion on new clean generation, which includes investments in wind, solar, and hydro electric generation resources, and $0.8$0.7 billion on other electric supply projects.

CMS Energy and Consumers will continue to consider the impact on the triple bottom line of people, planet, and profit in their daily operations as well as in their long-term strategic decisions. Consumers will continue to seek fair and timely regulatory treatment that will support its customer-driven investment plan, while pursuing cost-control measures that will allow it to maintain sustainable customer base rates. The CE Way is an important means of realizing CMS Energy’s and Consumers’ purpose of achieving world class performance while delivering hometown service.

Presented in the following table is a summary of after-tax changes to net income available to common stockholders for the three and nine months ended September 30, 2021March 31, 2022 versus 2020:2021:

Presented in the following table are the detailed changes to the electric utility’s net income available to common stockholders for the three and nine months ended September 30,March 31, 2022 versus 2021 versus 2020 (amounts are presented pre-tax, with the exception of income tax changes):

Presented in the following table are the detailed changes to the gas utility’s net income available to common stockholders for the three and nine months ended September 30,March 31, 2022 versus 2021 versus 2020 (amounts are presented pre-tax, with the exception of income tax changes):

Presented in the following table are the detailed after-tax changes to the enterprises segment’s net income available to common stockholders for the three and nine months ended September 30, 2021March 31, 2022 versus 2020:2021:

Presented in the following table are the detailed after-tax changes to corporate interest and other results for the three and nine months ended September 30, 2021March 31, 2022 versus 2020:2021:

In June 2021, CMS Energy entered into an agreement for EnerBank to merge with Regions Bank. The merger was completed onOn October 1, 2021.2021, EnerBank was acquired by Regions Bank. As a result, EnerBank’s results of operations through the date of the sale are presented as income from discontinued operations on CMS Energy’s consolidated statements of income for the three and nine months ended September 30, 2021 and 2020.March 31, 2021. For additional details see, Notes to the Unaudited Consolidated Financial Statements—Note 13, Exit Activities and Discontinued Operations.

Presented in the following table are the detailed after-tax changes to discontinued operations for the three and nine months ended September 30, 2021March 31, 2022 versus 2020:2021: