CMS Energy (CMS) 10-K risk factor changes: FY2022 vs FY2021

[added: CMS Energy cannot make assurances that its businesses will continue to] generate sufficient cash flow from operations to service its indebtedness, which could require CMS Energy to sell assets or obtain additional financing.

The state distributed generation program is currently capped by the 2016 Energy Law at one percent of utilities’ peak loads, but [added: in the settlement of its 2022 electric rate case,] Consumers [removed: has voluntarily] agreed to increase the cap to [removed: two] [added: four] percent on its system.

[removed: Transmission rates paid by Consumers and other CMS Energy subsidiaries are also set by FERC, as are the tariff terms] governing the participation of Consumers and other CMS Energy subsidiaries in FERC-regulated wholesale electricity markets operated by regional transmission organizations and independent system operators such as MISO and PJM.

CMS Energy and Consumers have announced [removed: an] ambitious [removed: plan] [added: plans] to reduce their impact on climate [removed: change.][added: change and increase the reliability of their electric distribution system.]

Achieving [removed: this plan] [added: these plans] depends on numerous factors, many of which are outside of their control.

The MPSC, FERC, other regulatory authorities, or other third parties may prohibit, delay, [removed: impair,] or [removed: deny approval or consent of] [added: impair] the 2021 IRP and some or all of the 2021 IRP-associated [removed: natural gas-fueled plant acquisitions, or deny reasonable rate recovery of the undepreciated plant balances associated with the retirement] [added: acquisitions] of [removed: coal-fueled plants necessary to proceed with the 2021 IRP.][added: owned or purchased electric generation capacity.]

CMS Energy and Consumers could suffer financial loss, reputational damage, litigation, or other negative repercussions if they are unable to achieve their ambitious [removed: plan.][added: plans.]

CMS Energy and Consumers are required to make judgments regarding the potential tax effects of various financial transactions and results of operations in order to estimate their obligations to taxing [added: authorities.]

Although CMS Energy, Consumers, and certain subsidiaries of [removed: CMS Enterprises] [added: NorthStar Clean Energy] qualify for an end-user exception from mandatory clearing of commodity-related swaps, these regulations could affect the ability of these entities to participate in these markets and could add additional regulatory oversight over their contracting activities.

[removed: Federal] [added: Federal, state,] and [removed: state] [added: local] environmental laws and rules, as well as international accords and treaties, could require CMS Energy and Consumers to install additional equipment for emission controls, undertake heat-rate improvement projects, purchase carbon emissions allowances, curtail operations, invest in generating capacity with fewer carbon dioxide emissions, or take other significant steps to manage or lower the emission of greenhouse gases.

- [added: a change in regulators’ implementation of policy or] litigation originated by third parties against CMS Energy or Consumers due to CMS Energy’s or Consumers’ greenhouse gas or other emissions or CCR disposal and storage

- extreme weather conditions, such as severe storms or flooding, that may affect customer demand, company operations, or [removed: assets][added: company infrastructure]

- prevent the continued operation [added: of] and sale of energy from existing facilities

Consumers’ planned investments include the construction or acquisition of electric generation, electric and gas infrastructure, conversions and expansions, environmental controls, electric grid modernization [removed: technology, and other electric and gas investments to upgrade delivery systems, as well as decommissioning of older facilities.]

[removed: As a result, to the extent the commodity markets are illiquid,] CMS Energy and Consumers might not be able to execute their risk management strategies, which could result in larger unhedged positions than preferred at a given time.

Consumers also has interstate transportation and [added: supply agreements in place to facilitate delivery of natural gas to its customers.]

If Consumers were unable to obtain its supply requirements, it could be required to purchase natural gas or coal at higher [removed: prices or] [added: prices,] implement its natural gas curtailment program filed with the [removed: MPSC.][added: MPSC, or purchase replacement power at higher prices.]

[removed: Future] [added: These] impacts [removed: of the pandemic could] include a [removed: prolonged] reduction in economic activity, [removed: extended] disruption to supply chains and operations, increased labor costs, [removed: and] reduced availability of [removed: labor] [added: labor,] and [added: reduced] productivity.

Adverse economic conditions or financial difficulties experienced by counterparties with whom CMS Energy and Consumers do business could impair the ability of these counterparties to pay for [removed: CMS Energy’s and Consumers’ services and/or fulfill their contractual obligations, including performance and payment of damages.]

CMS Energy and Consumers depend on these counterparties to remit payments and perform contracted services in a timely [added: and adequate] fashion.

Any delay or default in payment or [removed: performance] [added: performance, including inadequate performance,] of contractual obligations could have a material adverse effect on CMS Energy and Consumers.

[removed: Unions] [added: At December 31, 2022, unions] represent 42 percent of Consumers’ employees.

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Additionally, increasing rates could result in additional regulatory scrutiny, regulatory or legislative actions, and increased competitive or political pressures, all of which could have a material adverse effect on CMS Energy’s and Consumers’ liquidity, financial condition, and results of operations.

Regulators could face competitive or political pressures to avoid or limit rate increases for a number of reasons, including economic downturn in the state or decreased customer base, among others.

Transmission rates paid by Consumers and other CMS Energy subsidiaries are also set by FERC, as are the tariff terms

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While CMS Energy and Consumers continue to advocate for advances in technologies required to reduce or eliminate greenhouse gases on a cost-effective basis, such advances are largely outside of CMS Energy’s and Consumers’ control.

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Consumers has also announced its Natural Gas Delivery Plan, a 10-year strategic investment plan to deliver safe, reliable, clean, and affordable natural gas to customers.

This plan includes accelerated infrastructure replacements, innovative leak detection technology, and process changes to reduce or eliminate methane emissions.

The MPSC, FERC, other regulatory authorities, or other third parties may prohibit, delay, or impair the Natural Gas Delivery Plan and some or all of the associated capital investments.

Consumers’ ability to implement its plan may be affected by environmental regulations, global supply chain disruptions, and changes in the cost, availability, and supply of natural gas or the ability to deliver natural gas to customers.

Advancements in technology related to items such as renewable natural gas may not become commercially available or economically feasible as projected in Consumers’ plan.

Similarly,

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Consumers could be restricted from constructing natural gas infrastructure due to potential environmental regulations, which could require more costly alternatives.

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technology, and other electric and gas investments to upgrade delivery systems, as well as decommissioning of older facilities.

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Similarly, customers could also reduce their consumption of natural gas through alternative technologies or fuels.

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As a result, to the extent the commodity markets are illiquid,

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CMS Energy’s and Consumers’ services and/or fulfill their contractual obligations, including performance and payment of damages.

CMS Energy cannot make assurances that its businesses will continue to

authorities.

In 2002, CMS Energy sold its oil, gas, and methanol investments in Equatorial Guinea.

The government of Equatorial Guinea claims that, in connection with the sale, CMS Energy owes $152 million in taxes, plus substantial penalties and interest that could be up to or exceed the amount of the taxes claimed.

In 2015, the matter was proceeding to formal arbitration; however, since then, the government of Equatorial Guinea has stopped communicating with CMS Energy.

CMS Energy has concluded that the government’s tax claim is without merit and believes the likelihood of material loss to be remote, but cannot predict the financial impact or outcome of the matter.

supply agreements in place to facilitate delivery of natural gas to its customers.

CMS Energy and Consumers provide essential services, which means that CMS Energy and Consumers must keep employees, who operate facilities or interact with customers, safe and minimize unnecessary risk of exposure to COVID‑19.

CMS Energy and Consumers have taken extra precautions in an effort to protect the health of employees working in the field and in CMS Energy’s and Consumers’ facilities.

CMS Energy and Consumers have also implemented masking and quarantine procedures, in accordance with CDC guidance.

This remains an evolving situation; CMS Energy and Consumers will continue to monitor developments and will take additional necessary precautions in order to keep employees, customers, contractors, and communities safe.

The ultimate impact of the COVID‑19 pandemic depends on factors beyond CMS Energy’s and Consumers’ knowledge or control.

The degree to which COVID‑19 will ultimately impact CMS Energy and Consumers will depend in part on future developments, including the severity and duration of COVID-19 and its variants, actions or inactions that may be taken by governmental authorities, including, but not limited to, COVID-19 vaccination and testing requirements, and to what extent and when normal economic and operational conditions can resume.

It is the parent holding company of several subsidiaries, including Consumers, an electric and gas [removed: utility;] [added: utility,] and [added: NorthStar Clean Energy (formerly known as] CMS [removed: Enterprises,] [added: Enterprises Company),] 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 acquired by Regions [removed: Bank as described below.][added: Bank.]

[removed: CMS Enterprises,] [added: NorthStar Clean Energy,] 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.

[removed: On] [added: In] October [removed: 1,] 2021, EnerBank was acquired by Regions Bank.

CMS Energy operates principally in three business segments: electric utility; gas utility; and [removed: enterprises, its non‑utility operations and investments.][added: NorthStar]

[added: As a result,] EnerBank’s results of operations through the date of the sale are presented as income from discontinued [removed: operations.][added: operations on CMS Energy’s consolidated statements of income for the years ended December 31, 2021 and 2020.]

[added: The triple bottom] line balances the interests of employees, customers, suppliers, regulators, creditors, Michigan’s residents, the investment community, and other stakeholders, and it reflects the broader societal impacts of CMS Energy’s and Consumers’ activities.

[removed: ][added: ]

[removed: Since 2010,] [added: Over the last ten years,] Consumers’ OSHA recordable incident rate has decreased by [removed: 40] [added: 34] percent.

[removed: In addition, while] [added: While] CMS Energy and Consumers have [removed: not yet] experienced [removed: significant labor or] [added: some] supply chain [removed: disruption as a result of the COVID-19 pandemic, they continue to monitor minor] disruptions and [removed: take] [added: inflationary pressures, they have taken] steps to mitigate [removed: against future impacts in order to continue] [added: the impact on their ability] to provide safe and reliable service to customers.

- replacement of coal-fueled generation and PPAs with a cost-efficient mix of renewable [removed: energy] [added: energy, less-costly dispatchable generation sources,] and energy waste reduction and demand response programs

As a result of actions already [removed: taken,] [added: taken through 2022,] CMS Energy and Consumers have:

- decreased their combined percentage of electric supply (self-generated and purchased) from coal by [removed: 13] [added: 17] percentage points since 2015

- reduced the amount of water used to generate electricity by [removed: nearly 30] [added: over 35] percent since 2012

- reduced landfill waste disposal by over [removed: 1.6] [added: 1.7] million tons since 1992

- reduced methane emissions by [removed: nearly] [added: more than] 20 percent since 2012

Since 2005, Consumers has reduced its sulfur dioxide and particulate matter emissions by over 90 percent and its nitrogen [removed: oxide] [added: oxides] emissions by over 80 percent.

[removed: ][added: ]

- raised the renewable energy standard to 15 percent in 2021; Consumers [added: has] met the [removed: 15-percent] [added: 15‑percent] requirement [removed: in 2021] and expects to [removed: meet] [added: continue meeting] the requirement [removed: in future years] [added: going forward] with a combination of newly generated RECs and previously generated RECs carried over from prior years

- established a goal of [removed: 35 percent] [added: 35‑percent] combined renewable energy and energy waste reduction by 2025; Consumers achieved [removed: 30 percent] [added: 33‑percent] combined renewable energy and energy waste reduction through [removed: 2021][added: 2022]

[removed: Within its] [added: The] 2021 [removed: IRP, which is subject to MPSC approval, Consumers] [added: IRP] outlines [removed: its] [added: Consumers’] long-term strategy for delivering clean, reliable, resilient, and affordable energy to its customers, including plans to:

- purchase [added: an] existing natural gas-fueled generating [removed: units,] [added: unit,] providing an additional [removed: 2,177] [added: 1,176] MW of nameplate capacity and allowing Consumers to continue providing controllable sources of electricity to customers

The 2021 IRP [removed: is also expected to] [added: will] allow Consumers to exceed its breakthrough goal of at least [removed: 50 percent] [added: 50‑percent] combined renewable energy and energy waste reduction by 2030.

[added: Additionally,] Consumers has [added: already surpassed the 28‑percent reduction milestone for its owned electric generation and previously announced] a goal of achieving net-zero carbon emissions from its electric business by 2040.

[added: *Net-zero carbon emissions from electric business by 2040:*] This goal includes not only emissions from [removed: Consumers’] owned generation, but also emissions from the generation of power purchased through long-term PPAs and from the MISO energy market.

Consumers expects to meet 90 percent of its customers’ needs with clean energy sources by 2040 through execution of its [removed: 2021 IRP.][added: Clean Energy Plan.]

[removed: Carbon] [added: New technologies and carbon] offset measures including, but not limited to, carbon sequestration, methane emission capture, [removed: and] forest [removed: preservation] [added: preservation,] and reforestation may be used to close the gap to achieving net-zero carbon emissions.

Presented in the following illustration is Consumers’ 2021 capacity portfolio and its future capacity portfolio [removed: as projected in the] [added: under its] 2021 IRP.

[removed: ][added: ]

In 2020, Michigan’s Governor signed an executive order creating the Michigan Healthy Climate Plan, which outlines goals for Michigan to achieve economy-wide net-zero greenhouse gas emissions and to be [removed: carbon neutral by 2050.]

The executive order aims for a [removed: 28-percent] [added: 28‑percent] reduction below 2005 levels of [added: greenhouse gas emissions by 2025.]

[removed: In addition to Consumers’ efforts to reduce the electric utility’s carbon footprint, it] [added: Consumers] is [removed: also] making [added: voluntary] efforts to reduce [removed: the] [added: its] gas utility’s methane [removed: footprint.][added: emissions.]

[removed: In 2019, Consumers released] [added: Under] its Methane Reduction Plan, [removed: which] [added: Consumers has] set a goal of net-zero methane emissions from its natural gas delivery system by 2030.

The remaining emissions will [added: likely] be offset by purchasing and/or producing renewable natural gas.

Additionally, to advance its environmental stewardship in Michigan and to minimize the impact of future regulations, Consumers announced the following [removed: five‑year] targets [removed: during 2018:][added: in 2022:]

- to enhance, restore, or protect [removed: 5,000] [added: 6,500] acres of [removed: land; since 2017,] [added: land by 2026; in 2022,] Consumers enhanced, restored, or protected over [removed: 6,000] [added: 700] acres of land [removed: cumulatively]

CMS Energy and Consumers are monitoring numerous legislative, policy, and regulatory initiatives, including those to regulate [added: and report] greenhouse gases, and related litigation.

In [removed: 2021,] [added: 2022,] CMS Energy’s net income available to common stockholders was [removed: $1,348] [added: $827] million, and diluted EPS were [removed: $4.66.][added: $2.85.]

This compares with net income available to common stockholders of [removed: $755 million] [added: $1.3 billion] and diluted EPS of [removed: $2.64] [added: $4.66] in [removed: 2020.][added: 2021.]

Over the next five years, Consumers expects weather-normalized [removed: electric and] gas deliveries to remain stable relative to [removed: 2021.][added: 2022.]

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Clean Energy, its non‑utility operations and investments.

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In 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

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General, filed a settlement agreement with the MPSC resolving Consumers’ 2021 IRP.

The MPSC approved that settlement agreement in June 2022.

- solicit approximately 700 MW of capacity through PPAs from sources able to deliver to Michigan’s Lower Peninsula beginning in 2025

Under the 2021 IRP, Consumers will continue to earn a return equal to its weighted-average cost of capital on payments made under new competitively bid PPAs approved by the MPSC.

2 These amounts and fuel sources will vary and are dependent on a one-time competitive solicitation to acquire approximately 700 MW of capacity through PPAs from sources able to deliver to Michigan’s Lower Peninsula beginning in 2025.

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In addition to Consumers’ plan to eliminate its use of coal-fueled generation in 2025, CMS Energy and Consumers have set the net‑zero emissions goals discussed below.

*Net-zero greenhouse gas emissions target for the entire business by 2050:* This goal, announced in March 2022, incorporates greenhouse gas emissions from Consumers’ natural gas delivery system, including suppliers and customers, and has an interim goal of reducing customer emissions by 20 percent by 2030.

Consumers expects to meet this goal through carbon offset measures, renewable natural gas, energy efficiency and demand response programs, and the adoption of cost-effective emerging technologies once proven and commercially available.

- to increase the rate of waste diverted from landfills (through waste reduction, recycling, and reuse) to 90 percent from a baseline of 88 percent; in 2022, Consumers’ rate of waste diverted from landfills was 92 percent

In 2022, higher gas sales due primarily to favorable weather, along with benefits from gas and electric rate increases, were more than offset by the absence of the 2021 gain on the sale of EnerBank.

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- settled and received approval of Consumers’ 2021 IRP, gas rate case, and electric rate case, demonstrating the constructive nature of Michigan’s regulatory environment

- partnered with state and federal agencies to secure over $100 million of customer assistance to help keep customer bills affordable

- committed to power over 1,200 Michigan public buildings with 100‑percent clean energy

- reached an agreement with General Motors Company, a non-affiliated company, to power all of its auto plants within Consumers’ electric service territory with 100‑percent clean energy

- announced the “Clean Air” program for residential and business customers who want to offset carbon emissions from their natural gas use and help protect the planet’s atmosphere

- installed five new units at the Freedom Compressor Station, continuing progress toward achieving Consumers’ Natural Gas Delivery Plan, making its gas system even more safe, reliable, affordable, and clean

- participated in the state’s economic development efforts that resulted in Gotion, Inc., a non‑affiliated global battery components producer, committing to construct a manufacturing facility in Big Rapids, Michigan

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*2022 Electric Rate Case:* In April 2022, Consumers filed an application with the MPSC seeking a rate increase of $272 million, based on a 10.25-percent authorized return on equity for the projected twelve-month period ending December 31, 2023.

In September 2022, Consumers revised its requested increase to $292 million.

The filing requested authority to recover future investments associated with distribution system reliability, solar generation, environmental compliance, and enhanced technology.

In January 2023, the MPSC approved a settlement agreement authorizing an annual rate increase of $155 million, based on a 9.9-percent authorized return on equity.

The MPSC also approved a surcharge for the recovery of $6 million of depreciation, property tax, and interest expense related to distribution investments made in 2021 that exceeded what was authorized in rates in accordance with the December 2020 electric rate order.

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| NorthStar Clean Energy | | | | | | | | | | | | | | | | | | | | | | | | | | | 34 | | | | | | 23 | | | | | | 11 | | | | | | | | | | | | | | | | | | | | |

Amounts in the following tables are presented pre-tax, with the exception of income tax changes.

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| Voluntary revenue refunds, including one-time bill credit commitment1 | | | | | | | | | | | | | | | | | | | | | (37) | | | | | | | | |

| Higher interest charges | | | | | | | | | | | | | | | | | | | | | (24) | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 78 | |

| *NorthStar Clean Energy* | | | | | | | | | | | | | | | | | | | | | | | | | | | 11 | | |

CMS Energy received proceeds of over $1 billion from the transaction and recognized a pre-tax gain of $657 million.

CMS Energy intends to use the proceeds from the sale to fund key initiatives in its core energy business related to safety, reliability, and its clean energy transformation.

As a result of the sale described above, EnerBank is no longer included in the composition of CMS Energy’s reportable segments.

The triple bottom

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.

In 2021, Consumers filed an updated Electric Distribution Infrastructure Investment Plan with the MPSC, which outlines a five-year strategy to improve its electric distribution system and the reliability of the grid.

The plan dedicates over $1 billion annually to projects that will reduce the number and duration of power outages to customers through investment in infrastructure upgrades, forestry management, and grid modernization.

In addition, Consumers’ gas commodity costs declined by 52 percent over the last ten years, due not only to a decrease in market prices but also to Consumers’ improvements to its gas infrastructure and optimization of its gas purchasing and storage strategy.

These gas commodity savings are passed on to customers.

These steps are expected to enable Consumers to meet and exceed the 2016 Energy Law renewable energy requirements and fulfill increasing customer demand for renewable energy.

greenhouse gas emissions by 2025.

Consumers has already surpassed the 28-percent reduction milestone for its owned electric generation and previously announced a goal of achieving net-zero carbon emissions from its electric business by 2040.

In December 2021, Consumers announced plans to begin development of a renewable natural gas facility that will capture methane from manure generated at a neighboring farm and convert it into renewable natural gas.

The facility, expected to start production in 2023, will reduce methane emissions from the dairy farm and allow Consumers to deliver renewable natural gas as a cost-effective clean alternative fuel for customers.

- to reduce its water use by one billion gallons; since 2017, Consumers reduced its water usage by over 1.3 billion gallons cumulatively

- to reduce the amount of waste taken to landfills by 35 percent; compared to 2017, Consumers reduced its landfill waste by 44 percent in 2021

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

In 2021, the gain on the sale of EnerBank, along with benefits from gas and electric rate increases and higher electric sales were offset partially by higher service restoration costs, higher distribution, transmission, generation, and compression expenses, and increased depreciation and property taxes, reflecting higher capital spending.

- realized approximately $55 million in cost reductions by leveraging the CE Way and through other initiatives

- introduced a new economic development rate designed to attract new business to Michigan and encourage existing businesses to expand their operations

- achieved five-year planet goals, set in 2018, to save one billion gallons of water; enhance, restore or protect 5000 acres of land in Michigan; and reduce waste sent to landfills by 35 percent

- introduced a new three-year electric vehicle pilot program designed to help fleet owners transition to electric vehicles

- announced plans to begin development of a renewable natural gas facility that will convert agricultural waste into clean, renewable natural gas

- expanded their renewable energy programs that assist both business and residential customers in meeting their sustainability goals

Investment Plan: Consumers expects to make capital investments of $25 billion over the next ten years.

In its order, the MPSC disallowed cost recovery for certain categories of recently completed capital expenditures incurred by Consumers.

The filing requests authority to recover new

| Enterprises | | | | | | | | | | | | | | | | | | | | | | | | | | | 23 | | | | | | 36 | | | | | | (13) | | | | | | | | | | | | | | | | | | | | |

| Absence of 2020 voluntary revenue refund | | | | | | | | | | | | | | | | | | | | | 21 | | | | | | | | |

| Lower donations | | | | | | | | | | | | | | | | | | | | | 19 | | | | | | | | |

| Absence of 2020 gain on sale of transmission assets, net of voluntary gain sharing | | | | | | | | | | | | | | | | | | | | | (10) | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 52 | |

| *Enterprises* | | | | | | | | | | | | | | | | | | | | | | | | | | | (13) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 251 | |

| Higher service restoration costs | | | | | | | | | | | | | | | | | | | | | (97) | | | | | | | | |

| Higher forestry costs | | | | | | | | | | | | | | | | | | | | | (31) | | | | | | | | |

| Higher demand response costs | | | | | | | | | | | | | | | | | | | | | (15) | | | | | | | | |

| Absence of 2020 gain on sale of transmission assets, net of voluntary gain sharing | | | | | | | | | | | | | | | | | | | | | (14) | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | (252) | | |

Presented in the following table is a sensitivity analysis of interest-rate risk on CMS Energy’s and Consumers’ debt [removed: instruments, which includes the effects of interest-rate swaps] [added: instruments] (assuming an adverse change in market interest rates of ten percent):

| December 31 | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | |

| CMS Energy, including Consumers | | | | | | $ | [removed: 639] [added: 711] | | | | | $ | [removed: 612] [added: 639] | |

| Consumers | | | | | | [removed: 402] [added: 482] | | | | | | [removed: 372] [added: 402] | | |

The annual earnings exposure related to variable-rate financing was immaterial for both CMS Energy and Consumers at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] assuming an adverse change in market interest rates of ten percent.

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It is the parent holding company of several subsidiaries, including Consumers, an electric and gas [removed: utility;] [added: utility,] and [added: NorthStar Clean Energy (formerly known as] CMS [removed: Enterprises,] [added: Enterprises Company),] primarily a domestic independent power producer and marketer.

[removed: CMS Enterprises,] [added: NorthStar Clean Energy,] 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.

CMS Energy manages its businesses by the nature of services each provides, and operates principally in three business segments: electric utility; gas utility; and [removed: enterprises,] [added: NorthStar Clean Energy,] its non‑utility operations and investments.

CMS Energy’s consolidated operating revenue was [removed: $7.3] [added: $8.6] billion in [removed: 2021, $6.4] [added: 2022, $7.3] billion in [removed: 2020,] [added: 2021,] and [removed: $6.6] [added: $6.4] billion in [removed: 2019.][added: 2020.]

It provides electricity and/or natural gas to [removed: 6.8] [added: 6.7] million of Michigan’s 10 million residents.

Consumers’ consolidated operating revenue was [removed: $7.0] [added: $8.2] billion in [removed: 2021, $6.2] [added: 2022, $7.0] billion in [removed: 2020,] [added: 2021,] and [removed: $6.4] [added: $6.2] billion in [removed: 2019.][added: 2020.]

In [removed: 2021,] [added: 2022,] Consumers served 1.9 million electric customers and 1.8 million gas customers in Michigan’s Lower Peninsula.

| [removed: ] [added: ] | | | | | | | | | | | |

| • | | | | | | Electric generation [added: and battery storage] facilities | | | | | |

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations—Executive Overview.][added: Operations—Outlook—Consumers Gas Utility Outlook and Uncertainties—Gas Environmental Outlook.]

Electric Utility Operations: Consumers’ electric utility operations, which include the generation, purchase, distribution, and sale of electricity, generated operating revenue of [added: $5.4 billion in 2022,] $5.0 billion in 2021, and $4.4 billion in [removed: 2020 and 2019.][added: 2020.]

Presented in the following illustration is Consumers’ [removed: 2021] [added: 2022] electric utility operating revenue of [removed: $5.0] [added: $5.4] billion by customer class:

[removed: ][added: ]

In [removed: 2020,] [added: 2022,] Consumers’ electric deliveries were [removed: 35] [added: 37] billion kWh, which included ROA deliveries of three billion kWh, resulting in net bundled sales of [removed: 32] [added: 34] billion kWh.

Presented in the following illustration are Consumers’ monthly weather-normalized electric deliveries (deliveries adjusted to reflect normal weather conditions) to its customers, including ROA deliveries, during [removed: 2021] [added: 2022] and [removed: 2020:][added: 2021:]

[removed: ][added: ]

Consumers’ [removed: 2021] [added: 2022] summer peak demand was [removed: 7,951] [added: 8,061] MW, which included ROA demand of [removed: 581] [added: 532] MW.

For the [removed: 2020-2021] [added: 2021-2022] winter season, Consumers’ peak demand was [removed: 5,386] [added: 5,559] MW, which included ROA demand of [removed: 465] [added: 447] MW.

As required by MISO reserve margin requirements, Consumers owns or controls, through long-term PPAs and short-term capacity purchases, all of the capacity required to supply its projected firm peak load and necessary reserve margin for summer [removed: 2022.][added: 2023.]

- [removed: 208] [added: 212] miles of high-voltage distribution overhead lines operating at 138 kV

- [removed: 4] [added: four] miles of high-voltage distribution underground lines operating at 138 kV

- [removed: 4,428] [added: 4,430] miles of high-voltage distribution overhead lines operating at 46 kV and 69 kV

- [removed: 82,474] [added: 82,326] miles of electric distribution overhead lines

- [removed: 9,395] [added: 9,501] miles of underground distribution lines

- 1,093 substations with an aggregate transformer capacity of [removed: 26] [added: 27] million kVA

Electric Utility Generation and Supply Mix: [removed: During 2020, Consumers announced a] [added: Consumers’ Clean Energy Plan details its strategy to meet customers’ long-term energy needs and provides the foundation for its] goal [removed: of achieving] [added: to achieve] net-zero carbon emissions from its electric business by 2040.

[removed: Consumers’] [added: This goal includes not only emissions from] owned generation, but also emissions from the generation of power purchased through long-term PPAs and from the MISO energy market.

Consumers expects to meet 90 percent of its customers’ needs with clean energy sources by 2040 through execution of its [removed: 2021 IRP,] [added: Clean Energy Plan,] which calls for replacing its coal-fueled generation predominantly with investment in renewable energy.

[removed: Carbon] [added: New technologies and carbon] offset measures including, but not limited to, carbon sequestration, methane emission capture, [removed: and] forest [removed: preservation] [added: preservation,] and reforestation may be used to close the gap to achieving net-zero carbon emissions.

Specifically, the [removed: 2021 IRP] [added: Clean Energy Plan] provides for [removed: a full transition away from coal-fueled generation by] the [removed: end of 2025 and includes the] retirement of the D.E. Karn [removed: oil/gas-fueled and] coal-fueled generating units in 2023 and the J.H. Campbell coal-fueled generating units in 2025.

Presented in the following table are details about Consumers’ [removed: 2021] [added: 2022] electric generation and supply mix:

| Name and Location (Michigan) | | | Number of Units and Year Entered Service | | | [removed: 2021] [added: 2022] Generation Capacity (MW) | | | 1 | | | [removed: 2021] [added: 2022] Electric Supply (GWh) | | | | | |

| J.H. Campbell 1 & 2 – West Olive2 | | | 2 Units, 1962-1967 | | | [removed: 600] [added: 610] | | | | | | [removed: 3,123] [added: 2,869] | | | | | |

| J.H. Campbell 3 – West Olive2,3 | | | 1 Unit, 1980 | | | [removed: 788] [added: 785] | | | | | | [removed: 4,784] [added: 4,449] | | | | | |

| D.E. Karn 1 & 2 – Essexville4 | | | 2 Units, 1959-1961 | | | [removed: 487] [added: 489] | | | | | | [removed: 2,954] [added: 2,899] | | | | | |

| D.E. Karn 3 & 4 – [removed: Essexville4] [added: Essexville] | | | 2 Units, 1975-1977 | | | [removed: 934] [added: 1,213] | | | | | | [removed: 128] [added: 167] | | | | | |

| Ludington – Ludington | | | 6 Units, 1973 | | | [removed: 927] [added: 1,109] | | | 5 | | | [removed: (321)] [added: (370)] | | | 6 | | |

| Conventional hydro generation [removed: – various locations] | | | 35 Units, 1906-1949 | | | [removed: 76] [added: 78] | | | | | | [removed: 398] [added: 381] | | | | | |

| Jackson – Jackson | | | 1 Unit, 2002 | | | [removed: 541] [added: 535] | | | | | | [removed: 2,141] [added: 2,205] | | | | | |

| Zeeland – Zeeland | | | 3 Units, 2002 | | | [removed: 531] [added: 533] | | | | | | [removed: 2,839] [added: 3,456] | | | | | |

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

In June 2022, Consumers received approval of its 2021 IRP, which updated its Clean Energy Plan.

With these updates, Consumers expects to meet 90 percent of its customers’ needs with clean energy sources by 2040 through execution of its plan, which calls for replacing its coal-fueled generation predominantly with investment in renewable energy.

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

| | | | | | | 1,884 | | | | | | 10,217 | | | | | |

| | | | | | | 1,187 | | | | | | 11 | | | | | |

| | | | | | | 1,068 | | | | | | 5,661 | | | | | |

| | | | | | | 64 | | | | | | 1,829 | | | | | |

| Total owned generation | | | | | | 5,736 | | | | | | 18,752 | | | | | |

| Other gas generation | | | | | | 155 | | | | | | 1,325 | | | | | |

| Nuclear generation9 | | | | | | — | | | | | | 2,692 | | | | | |

| Wind generation | | | | | | 60 | | | | | | 1,017 | | | | | |

| Solar generation | | | | | | 71 | | | | | | 227 | | | | | |

| Other renewable generation | | | | | | 204 | | | | | | 1,197 | | | | | |

| | | | | | | 1,790 | | | | | | 12,815 | | | | | |

| Net interchange power10 | | | | | | — | | | | | | 3,943 | | | | | |

| Total supply | | | | | | 7,526 | | | | | | 35,510 | | | | | |

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

9Represents purchases from a nuclear generating facility that closed in May 2022.

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

For units 3 & 4 of D.E. Karn, Consumers holds gas transportation contracts to transport to the plant gas that Consumers or an agent purchase from the market.

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

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| Total | | | | | | | | | 1,836 | | | | | | 8,340 | | |

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

Consumers’ Clean Energy Plan details its strategy to meet customers’ long-term energy needs and provides the foundation for its goal to achieve net-zero carbon emissions from its electric business by 2040.

New technologies and carbon offset measures including, but not limited to, carbon sequestration, methane emission capture, forest preservation, and reforestation may be used to close the gap to achieving net-zero carbon emissions.

In June 2022, Consumers received approval of its 2021 IRP, which updated its Clean Energy Plan.

With these updates, Consumers will eliminate the use of coal-fueled generation in 2025 and forecasts renewable energy capacity levels of over 60 percent in 2040.

Under its Methane Reduction Plan, Consumers has set a goal of net-zero methane emissions from its natural gas delivery system by 2030.

The remaining emissions will likely be offset by purchasing and/or producing renewable natural gas.

For additional information on Consumers’ Methane Reduction Plan, see Item 7.

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

CMS Energy was also the parent holding company of EnerBank, an industrial bank located in Utah, until October 1, 2021 when EnerBank was acquired by Regions Bank.

This goal includes not only emissions from

| | | | | | | 1,875 | | | | | | 10,861 | | | | | |

| | | | | | | 1,003 | | | | | | 77 | | | | | |

| | | | | | | 1,072 | | | | | | 4,980 | | | | | |

| | | | | | | 97 | | | | | | 1,570 | | | | | |

| Other gas generation – various locations | | | | | | 160 | | | | | | 1,109 | | | | | |

| Wind generation – various locations | | | | | | 43 | | | | | | 1,010 | | | | | |

| Solar generation – various locations | | | | | | 37 | | | | | | 140 | | | | | |

| Other renewable generation – various locations | | | | | | 220 | | | | | | 1,258 | | | | | |

| | | | | | | 2,552 | | | | | | 15,665 | | | | | |

| Total owned generation | | | 18,076 | | | 14,983 | | | 17,020 | | |

| Nuclear generation | | | 6,901 | | | 6,898 | | | 6,946 | | |

| Net interchange power3 | | | 645 | | | 2,655 | | | 2,059 | | |

| Total supply | | | 34,386 | | | 34,620 | | | 35,686 | | |

Consumers’ vessel-supplied coal contracts have fixed base prices that are adjusted monthly to reflect changes to the fuel cost of vessel transportation.

| Total | | | | | | | | | 1,841 | | | | | | 7,364 | | |

2DIG, CMS Generation Michigan Power, and CMS ERM have entered into an agreement to sell these plants to Consumers in 2025, subject to MPSC approval.

In 2020, Consumers announced a goal of achieving net-zero carbon emissions from its electric business by 2040.

During 2021, Consumers provided 13 percent of its electricity (self-generated and purchased) from renewable sources.

In February 2021, Consumers took ownership and began operation of a 166-MW wind generation project in Hillsdale, Michigan.

Additionally, during 2021, Consumers entered into agreements to purchase two solar generating facilities as well as PPAs to purchase renewable energy from solar generating facilities presently being developed by other parties.

For additional information on these facilities, which are expected to be operational between 2022 and 2024, see Item 7.

In December 2021, Consumers announced plans to begin development of a renewable natural gas facility that will capture methane from manure generated at a neighboring farm and convert it into renewable natural gas.

The facility, expected to start production in 2023, will reduce methane emissions from the dairy farm and allow Consumers to deliver renewable natural gas as a cost-effective clean alternative fuel for customers.

Water: Consumers uses substantial amounts of water to operate and cool its electric generating plants and gas compression stations.

Water discharge quality is regulated by the Clean Water Act, under the federal NPDES program, and administered by EGLE.

To comply with such regulation, Consumers’ facilities have discharge permits and monitoring programs.

The EPA issued final regulations for wastewater discharges from electric generating plants in 2015 and amended them in 2017 and 2020.

Consumers’ estimate of capital expenditures to comply with these regulations as presently promulgated is $22 million from 2022 through 2026.

In 2014, the EPA finalized its cooling water intake rule for electric generating units, which requires Consumers to evaluate the biological impact of its cooling water intake systems and ensure that it is using the best technology available to minimize adverse environmental impacts.

Consumers’ estimate of capital expenditures to comply with these regulations is $38 million from 2022 through 2026.

Air: Consumers is subject to federal and state environmental regulations that require extensive reductions in nitrogen oxides, sulfur dioxides, particulate matter, and mercury emissions.

To comply with these regulations, Consumers has invested in emissions control equipment at its electric generating plants.

Consumers’ estimate of ongoing capital expenditures to comply with these regulations is $36 million from 2022 through 2026.

| Full-time employees | | | 8,504 | | | 8,148 | | | 8,128 | | |

| Part-time employees | | | 5 | | | 86 | | | 67 | | |

| Contractors | | | 656 | | | 508 | | | 509 | | |

| Total workforce | | | 9,778 | | | 9,345 | | | 9,298 | | |

| Full-time employees | | | 8,309 | | | 7,617 | | | 7,642 | | |

[removed: ☒] [added: x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, [removed: 2021][added: 2022]

The aggregate market value of CMS Energy voting and non‑voting common equity held by non‑affiliates was [removed: $17.113] [added: $19.588] billion for the [removed: 289,652,428] [added: 290,193,601] CMS Energy Corporation Common Stock shares outstanding on June 30, [removed: 2021] [added: 2022] based on the closing sale price of [removed: $59.08] [added: $67.50] 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, [removed: 2021.][added: 2022.]

There were [removed: 289,760,265] [added: 291,264,195] shares of CMS Energy Corporation Common Stock outstanding on January [removed: 14, 2022.][added: 13, 2023.]

On January [removed: 14, 2022,] [added: 13, 2023,] 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 [removed: 2022] [added: 2023] Annual Meetings of Shareholders to be held May [removed: 6, 2022.][added: 5, 2023.]

Annual Reports on Form 10-K to the Securities and Exchange Commission for the Year Ended December 31, [removed: 2021][added: 2022]

| [Filing [removed: Format](#i801264ff445748f994f9556d2f07e0a4_31)] [added: Format](#i0e0b60fe556a424b8287030e13f33f1c_31)] | | | | | | [removed: [11](#i801264ff445748f994f9556d2f07e0a4_31)] [added: [12](#i0e0b60fe556a424b8287030e13f33f1c_31)] | | |

| [Forward-Looking Statements and [removed: Information](#i801264ff445748f994f9556d2f07e0a4_40)] [added: Information](#i0e0b60fe556a424b8287030e13f33f1c_40)] | | | | | | [removed: [11](#i801264ff445748f994f9556d2f07e0a4_40)] [added: [12](#i0e0b60fe556a424b8287030e13f33f1c_40)] | | |

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| [Item [removed: 5.](#i801264ff445748f994f9556d2f07e0a4_103)] [added: 5.](#i0e0b60fe556a424b8287030e13f33f1c_100)] | | | [Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i801264ff445748f994f9556d2f07e0a4_103)] [added: Securities](#i0e0b60fe556a424b8287030e13f33f1c_100)] | | | [removed: [48](#i801264ff445748f994f9556d2f07e0a4_103)] [added: [48](#i0e0b60fe556a424b8287030e13f33f1c_100)] | | |

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| [Item [removed: 9.](#i801264ff445748f994f9556d2f07e0a4_421)] [added: 9.](#i0e0b60fe556a424b8287030e13f33f1c_451)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i801264ff445748f994f9556d2f07e0a4_421)] [added: Disclosure](#i0e0b60fe556a424b8287030e13f33f1c_451)] | | | [removed: [185](#i801264ff445748f994f9556d2f07e0a4_421)] [added: [183](#i0e0b60fe556a424b8287030e13f33f1c_451)] | | |

| [Item [removed: 9A.](#i801264ff445748f994f9556d2f07e0a4_424)] [added: 9A.](#i0e0b60fe556a424b8287030e13f33f1c_454)] | | | [Controls and [removed: Procedures](#i801264ff445748f994f9556d2f07e0a4_424)] [added: Procedures](#i0e0b60fe556a424b8287030e13f33f1c_454)] | | | [removed: [185](#i801264ff445748f994f9556d2f07e0a4_424)] [added: [183](#i0e0b60fe556a424b8287030e13f33f1c_454)] | | |

| [Item [removed: 9B.](#i801264ff445748f994f9556d2f07e0a4_430)] [added: 9B.](#i0e0b60fe556a424b8287030e13f33f1c_460)] | | | [Other [removed: Information](#i801264ff445748f994f9556d2f07e0a4_430)] [added: Information](#i0e0b60fe556a424b8287030e13f33f1c_460)] | | | [removed: [187](#i801264ff445748f994f9556d2f07e0a4_430)] [added: [185](#i0e0b60fe556a424b8287030e13f33f1c_460)] | | |

| [Item [removed: 9](#i801264ff445748f994f9556d2f07e0a4_3636)[C](#i801264ff445748f994f9556d2f07e0a4_3636)[.](#i801264ff445748f994f9556d2f07e0a4_3636)] [added: 9C.](#i0e0b60fe556a424b8287030e13f33f1c_463)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i801264ff445748f994f9556d2f07e0a4_3636)] [added: Inspections](#i0e0b60fe556a424b8287030e13f33f1c_463)] | | | [removed: [187](#i801264ff445748f994f9556d2f07e0a4_3636)] [added: [185](#i0e0b60fe556a424b8287030e13f33f1c_463)] | | |

| [Item [removed: 10.](#i801264ff445748f994f9556d2f07e0a4_460)] [added: 10.](#i0e0b60fe556a424b8287030e13f33f1c_493)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i801264ff445748f994f9556d2f07e0a4_460)] [added: Governance](#i0e0b60fe556a424b8287030e13f33f1c_493)] | | | [removed: [187](#i801264ff445748f994f9556d2f07e0a4_460)] [added: [185](#i0e0b60fe556a424b8287030e13f33f1c_493)] | | |

| [Item [removed: 11.](#i801264ff445748f994f9556d2f07e0a4_463)] [added: 11.](#i0e0b60fe556a424b8287030e13f33f1c_496)] | | | [Executive [removed: Compensation](#i801264ff445748f994f9556d2f07e0a4_463)] [added: Compensation](#i0e0b60fe556a424b8287030e13f33f1c_496)] | | | [removed: [188](#i801264ff445748f994f9556d2f07e0a4_463)] [added: [186](#i0e0b60fe556a424b8287030e13f33f1c_496)] | | |

| [Item [removed: 12.](#i801264ff445748f994f9556d2f07e0a4_466)] [added: 12.](#i0e0b60fe556a424b8287030e13f33f1c_499)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i801264ff445748f994f9556d2f07e0a4_466)] [added: Matters](#i0e0b60fe556a424b8287030e13f33f1c_499)] | | | [removed: [189](#i801264ff445748f994f9556d2f07e0a4_466)] [added: [187](#i0e0b60fe556a424b8287030e13f33f1c_499)] | | |

| [Item [removed: 13.](#i801264ff445748f994f9556d2f07e0a4_469)] [added: 13.](#i0e0b60fe556a424b8287030e13f33f1c_502)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i801264ff445748f994f9556d2f07e0a4_469)] [added: Independence](#i0e0b60fe556a424b8287030e13f33f1c_502)] | | | [removed: [189](#i801264ff445748f994f9556d2f07e0a4_469)] [added: [187](#i0e0b60fe556a424b8287030e13f33f1c_502)] | | |

| [Item [removed: 14.](#i801264ff445748f994f9556d2f07e0a4_472)] [added: 14.](#i0e0b60fe556a424b8287030e13f33f1c_505)] | | | [Principal Accountant Fees and [removed: Services](#i801264ff445748f994f9556d2f07e0a4_472)] [added: Services](#i0e0b60fe556a424b8287030e13f33f1c_505)] | | | [removed: [189](#i801264ff445748f994f9556d2f07e0a4_472)] [added: [187](#i0e0b60fe556a424b8287030e13f33f1c_505)] | | |

| [Item [removed: 15.](#i801264ff445748f994f9556d2f07e0a4_478)] [added: 15.](#i0e0b60fe556a424b8287030e13f33f1c_511)] | | | [Exhibits and Financial Statement [removed: Schedules](#i801264ff445748f994f9556d2f07e0a4_478)] [added: Schedules](#i0e0b60fe556a424b8287030e13f33f1c_511)] | | | [removed: [191](#i801264ff445748f994f9556d2f07e0a4_478)] [added: [189](#i0e0b60fe556a424b8287030e13f33f1c_511)] | | |

| [Item [removed: 16.](#i801264ff445748f994f9556d2f07e0a4_514)] [added: 16.](#i0e0b60fe556a424b8287030e13f33f1c_550)] | | | [Form 10-K [removed: Summary](#i801264ff445748f994f9556d2f07e0a4_514)] [added: Summary](#i0e0b60fe556a424b8287030e13f33f1c_550)] | | | [removed: [204](#i801264ff445748f994f9556d2f07e0a4_514)] [added: [202](#i0e0b60fe556a424b8287030e13f33f1c_550)] | | |

| Aviator [removed: Wind,] [added: Wind Holdings,] LLC, a VIE in which Aviator Wind Equity Holdings holds a Class B membership interest | | |

| Aviator Wind Equity Holdings, LLC, a VIE in which Grand River [removed: Wind, LLC, a wholly owned subsidiary of CMS Enterprises,] [added: Wind] has a 51‑percent interest | | |

| Consumers’ long-term strategy for delivering clean, reliable, [added: resilient,] and affordable energy to its customers through the increased use of energy efficiency and customer demand management programs, additional renewable energy generation, and conservation voltage reduction | | |

| CMS Energy Corporation and its consolidated subsidiaries, unless otherwise noted; the parent of Consumers, [removed: CMS Enterprises,] [added: NorthStar Clean Energy,] and, until October 1, 2021, [removed: EnerBank; on October 1, 2021,] EnerBank [removed: was acquired by Regions Bank] | | |

| [removed: CMS Enterprises] [added: NorthStar Clean Energy] Company, a wholly owned subsidiary of CMS [removed: Energy] [added: Energy, formerly known as CMS Enterprises Company] | | |

| CMS Energy Resource Management Company, a wholly owned subsidiary of [removed: CMS Enterprises, formerly known as CMS Marketing, Services and Trading Company] [added: NorthStar Clean Energy] | | |

| CMS Generation Michigan Power L.L.C., a wholly owned subsidiary of HYDRA‑CO [removed: Enterprises, Inc., a wholly owned subsidiary of CMS Enterprises] | | |

| CMS Land Company, a wholly owned subsidiary of CMS [removed: Capital] [added: Capital, L.L.C., a wholly owned subsidiary of CMS Energy] | | |

| Craven County Wood Energy Limited Partnership, a VIE in which HYDRA‑CO [removed: Enterprises, Inc., a wholly owned subsidiary of CMS Enterprises,] has a 50-percent interest | | |

| If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| CMS Energy Corporation: | | | | | | ☐ | | | | | | | | | | | | Consumers Energy Company: | | | | | | ☐ | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| CMS Energy Corporation: | | | | | | ☐ | | | | | | | | | | | | Consumers Energy Company: | | | | | | ☐ | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

| [Glossary](#i0e0b60fe556a424b8287030e13f33f1c_28) | | | | | | [2](#i0e0b60fe556a424b8287030e13f33f1c_28) | | |

| [Part I](#i0e0b60fe556a424b8287030e13f33f1c_43) | | | | | | [16](#i0e0b60fe556a424b8287030e13f33f1c_43) | | |

| [Part II](#i0e0b60fe556a424b8287030e13f33f1c_97) | | | | | | [48](#i0e0b60fe556a424b8287030e13f33f1c_97) | | |

| [Item 6.](#i0e0b60fe556a424b8287030e13f33f1c_103) | | | [Reserved](#i0e0b60fe556a424b8287030e13f33f1c_103) | | | [50](#i0e0b60fe556a424b8287030e13f33f1c_103) | | |

| [Part III](#i0e0b60fe556a424b8287030e13f33f1c_490) | | | | | | [185](#i0e0b60fe556a424b8287030e13f33f1c_490) | | |

| [Part IV](#i0e0b60fe556a424b8287030e13f33f1c_508) | | | | | | [189](#i0e0b60fe556a424b8287030e13f33f1c_508) | | |

| [Signatures](#i0e0b60fe556a424b8287030e13f33f1c_553) | | | | | | [203](#i0e0b60fe556a424b8287030e13f33f1c_553) | | |

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

| CMS Gas Transmission | | |

| CMS Gas Transmission Company, a wholly owned subsidiary of NorthStar Clean Energy | | |

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

| Grand River Wind | | |

| Grand River Wind, LLC, a wholly owned subsidiary of NorthStar Clean Energy | | |

| HYDRA‑CO | | |

| HYDRA‑CO Enterprises, Inc., a wholly owned subsidiary of NorthStar Clean Energy | | |

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

| New Covert Generating Facility | | |

| A 1,176-MW natural gas-fueled generating unit that is expected to be acquired by Consumers in May 2023 and is presently operated by New Covert Generating Company, LLC, a non-affiliated company | | |

| NorthStar Clean Energy | | |

| NWO Holdco | | |

| NWO Holdco, L.L.C., a VIE in which NWO Holdco I, LLC, a wholly owned subsidiary of Grand River Wind, holds a Class B membership interest | | |

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

| S&P | | |

| Standard & Poor’s Financial Services LLC | | |

| | | |

| | | |

| [Glossary](#i801264ff445748f994f9556d2f07e0a4_28) | | | | | | [2](#i801264ff445748f994f9556d2f07e0a4_28) | | |

| [Part I](#i801264ff445748f994f9556d2f07e0a4_43) | | | | | | [15](#i801264ff445748f994f9556d2f07e0a4_43) | | |

| [Part II](#i801264ff445748f994f9556d2f07e0a4_100) | | | | | | [48](#i801264ff445748f994f9556d2f07e0a4_100) | | |

| [Item 6.](#i801264ff445748f994f9556d2f07e0a4_106) | | | [Reserved](#i801264ff445748f994f9556d2f07e0a4_106) | | | [50](#i801264ff445748f994f9556d2f07e0a4_106) | | |

| [Part III](#i801264ff445748f994f9556d2f07e0a4_457) | | | | | | [187](#i801264ff445748f994f9556d2f07e0a4_457) | | |

| [Part IV](#i801264ff445748f994f9556d2f07e0a4_475) | | | | | | [191](#i801264ff445748f994f9556d2f07e0a4_475) | | |

| [Signatures](#i801264ff445748f994f9556d2f07e0a4_517) | | | | | | [205](#i801264ff445748f994f9556d2f07e0a4_517) | | |

| CDC | | |

| U.S. Centers for Disease Control and Prevention | | |

| CMS Enterprises | | |

| Entergy | | |

| MIOSHA | | |

| Michigan Occupational Safety and Health Administration | | |

| NSR | | |

| New Source Review, a construction-permitting program under the Clean Air Act | | |

| Palisades | | |

| Palisades nuclear power plant, sold by Consumers to Entergy in 2007 | | |

| PHMSA | | |

| U.S. Department of Transportation’s Pipeline and Hazardous Materials Safety Administration | | |

CMS Energy was also the parent holding company of EnerBank until October 1, 2021 when EnerBank was acquired by Regions Bank.

- Business [removed: Segments—Enterprises Segment—Non-Utility] [added: Segments—NorthStar Clean Energy—Non-Utility] Operations and Investments—Independent Power Production

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

At January [removed: 14, 2022,] [added: 13, 2023,] the number of registered holders of CMS Energy’s common stock totaled [removed: 27,158,] [added: 26,227,] based on the number of record holders.

[removed: ][added: ]

| Company/Index | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | |

Presented in the following table are CMS Energy’s repurchases of common stock for the three months ended December 31, [removed: 2021:][added: 2022:]

1All of the common shares were repurchased to satisfy the minimum statutory income tax withholding obligation for common shares that have vested under the [removed: PISP.][added: Performance Incentive Stock Plan.]

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

| CMS Energy | | | | | | $ | 100 | | | | | $ | 108 | | | | | $ | 141 | | | | | $ | 140 | | | | | $ | 154 | | | | | $ | 154 | |

| S&P 500 Index | | | | | | 100 | | | | | | 96 | | | | | | 126 | | | | | | 149 | | | | | | 191 | | | | | | 157 | | |

| S&P 400 Utilities Index | | | | | | 100 | | | | | | 107 | | | | | | 122 | | | | | | 105 | | | | | | 126 | | | | | | 126 | | |

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

| October 1, 2022 to October 31, 2022 | | | | | | 416 | | | | | | $ | 58.26 | | | | | — | | | | | | — | | |

| November 1, 2022 to November 30, 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| December 1, 2022 to December 31, 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Total | | | | | | 416 | | | | | | $ | 58.26 | | | | | — | | | | | | — | | |

| CMS Energy | | | | | | $ | 100 | | | | | $ | 117 | | | | | $ | 127 | | | | | $ | 165 | | | | | $ | 164 | | | | | $ | 180 | |

| S&P 500 Index | | | | | | 100 | | | | | | 122 | | | | | | 116 | | | | | | 153 | | | | | | 181 | | | | | | 233 | | |

| Dow Jones Utility Index | | | | | | 100 | | | | | | 113 | | | | | | 116 | | | | | | 147 | | | | | | 150 | | | | | | 176 | | |

| S&P 400 Utilities Index | | | | | | 100 | | | | | | 111 | | | | | | 119 | | | | | | 136 | | | | | | 117 | | | | | | 140 | | |

| October 1, 2021 to October 31, 2021 | | | | | | 706 | | | | | | $ | 59.73 | | | | | — | | | | | | — | | |

| November 1, 2021 to November 30, 2021 | | | | | | 72 | | | | | | 60.29 | | | | | | — | | | | | | — | | |

| December 1, 2021 to December 31, 2021 | | | | | | 702 | | | | | | 63.73 | | | | | | — | | | | | | — | | |

| Total | | | | | | 1,480 | | | | | | $ | 61.65 | | | | | — | | | | | | — | | |

| [CMS Energy Consolidated Financial [removed: Statements](#i801264ff445748f994f9556d2f07e0a4_205)] [added: Statements](#i0e0b60fe556a424b8287030e13f33f1c_229)] | | | | | | [removed: [88](#i801264ff445748f994f9556d2f07e0a4_205)] [added: [88](#i0e0b60fe556a424b8287030e13f33f1c_232)] | | |

| [Consolidated Statements of [removed: Income](#i801264ff445748f994f9556d2f07e0a4_208)] [added: Income](#i0e0b60fe556a424b8287030e13f33f1c_232)] | | | | | | [removed: [88](#i801264ff445748f994f9556d2f07e0a4_208)] [added: [88](#i0e0b60fe556a424b8287030e13f33f1c_232)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i801264ff445748f994f9556d2f07e0a4_211)] [added: Income](#i0e0b60fe556a424b8287030e13f33f1c_235)] | | | | | | [removed: [90](#i801264ff445748f994f9556d2f07e0a4_211)] [added: [90](#i0e0b60fe556a424b8287030e13f33f1c_235)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i801264ff445748f994f9556d2f07e0a4_214)] [added: Flows](#i0e0b60fe556a424b8287030e13f33f1c_238)] | | | | | | [removed: [92](#i801264ff445748f994f9556d2f07e0a4_214)] [added: [92](#i0e0b60fe556a424b8287030e13f33f1c_238)] | | |

| [Consolidated Balance [removed: Sheets](#i801264ff445748f994f9556d2f07e0a4_217)] [added: Sheets](#i0e0b60fe556a424b8287030e13f33f1c_241)] | | | | | | [removed: [94](#i801264ff445748f994f9556d2f07e0a4_217)] [added: [94](#i0e0b60fe556a424b8287030e13f33f1c_241)] | | |

| [Consolidated Statements of Changes in [removed: Equity](#i801264ff445748f994f9556d2f07e0a4_220)] [added: Equity](#i0e0b60fe556a424b8287030e13f33f1c_244)] | | | | | | [removed: [96](#i801264ff445748f994f9556d2f07e0a4_220)] [added: [96](#i0e0b60fe556a424b8287030e13f33f1c_244)] | | |

| [Consumers Consolidated Financial [removed: Statements](#i801264ff445748f994f9556d2f07e0a4_223)] [added: Statements](#i0e0b60fe556a424b8287030e13f33f1c_247)] | | | | | | [removed: [98](#i801264ff445748f994f9556d2f07e0a4_223)] [added: [98](#i0e0b60fe556a424b8287030e13f33f1c_247)] | | |

| [Consolidated Statements of [removed: Income](#i801264ff445748f994f9556d2f07e0a4_226)] [added: Income](#i0e0b60fe556a424b8287030e13f33f1c_250)] | | | | | | [removed: [98](#i801264ff445748f994f9556d2f07e0a4_226)] [added: [98](#i0e0b60fe556a424b8287030e13f33f1c_250)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i801264ff445748f994f9556d2f07e0a4_229)] [added: Income](#i0e0b60fe556a424b8287030e13f33f1c_253)] | | | | | | [removed: [99](#i801264ff445748f994f9556d2f07e0a4_229)] [added: [99](#i0e0b60fe556a424b8287030e13f33f1c_253)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i801264ff445748f994f9556d2f07e0a4_232)] [added: Flows](#i0e0b60fe556a424b8287030e13f33f1c_256)] | | | | | | [removed: [100](#i801264ff445748f994f9556d2f07e0a4_232)] [added: [100](#i0e0b60fe556a424b8287030e13f33f1c_256)] | | |

| [Consolidated Balance [removed: Sheets](#i801264ff445748f994f9556d2f07e0a4_235)] [added: Sheets](#i0e0b60fe556a424b8287030e13f33f1c_259)] | | | | | | [removed: [102](#i801264ff445748f994f9556d2f07e0a4_235)] [added: [102](#i0e0b60fe556a424b8287030e13f33f1c_259)] | | |

| [Consolidated Statements of Changes in [removed: Equity](#i801264ff445748f994f9556d2f07e0a4_238)] [added: Equity](#i0e0b60fe556a424b8287030e13f33f1c_262)] | | | | | | [removed: [104](#i801264ff445748f994f9556d2f07e0a4_238)] [added: [104](#i0e0b60fe556a424b8287030e13f33f1c_262)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i801264ff445748f994f9556d2f07e0a4_241)] [added: Statements](#i0e0b60fe556a424b8287030e13f33f1c_265)] | | | | | | [removed: [105](#i801264ff445748f994f9556d2f07e0a4_241)] [added: [105](#i0e0b60fe556a424b8287030e13f33f1c_265)] | | |

| [removed: [1:](#i801264ff445748f994f9556d2f07e0a4_247)] [added: [1:](#i0e0b60fe556a424b8287030e13f33f1c_271)] | | | [Significant Accounting [removed: Policies](#i801264ff445748f994f9556d2f07e0a4_247)] [added: Policies](#i0e0b60fe556a424b8287030e13f33f1c_271)] | | | [removed: [105](#i801264ff445748f994f9556d2f07e0a4_247)] [added: [105](#i0e0b60fe556a424b8287030e13f33f1c_271)] | | |

| [removed: [2:](#i801264ff445748f994f9556d2f07e0a4_253)] [added: [2:](#i0e0b60fe556a424b8287030e13f33f1c_277)] | | | [Regulatory [removed: Matters](#i801264ff445748f994f9556d2f07e0a4_253)] [added: Matters](#i0e0b60fe556a424b8287030e13f33f1c_277)] | | | [removed: [108](#i801264ff445748f994f9556d2f07e0a4_253)] [added: [108](#i0e0b60fe556a424b8287030e13f33f1c_277)] | | |

| [removed: [3:](#i801264ff445748f994f9556d2f07e0a4_259)] [added: Commitments and Contingencies (Notes 2, 3, and 19)] | | | [removed: [Contingencies and Commitments](#i801264ff445748f994f9556d2f07e0a4_259)] | | | [removed: [114](#i801264ff445748f994f9556d2f07e0a4_259)] | | | [added: | | | | | |]

| [removed: [7:](#i801264ff445748f994f9556d2f07e0a4_304)] [added: Plant, property, and equipment] | | | [removed: [Plant, Property, and Equipment](#i801264ff445748f994f9556d2f07e0a4_304)] | | | [removed: [129](#i801264ff445748f994f9556d2f07e0a4_304)] [added: $] | [added: (2,515)] | | [added: | | | $ | (2,395) | |]

| [removed: [9:](#i801264ff445748f994f9556d2f07e0a4_313)] [added: Asset retirement obligations] | | | [removed: [Asset Retirement Obligations](#i801264ff445748f994f9556d2f07e0a4_313)] | | | [removed: [138](#i801264ff445748f994f9556d2f07e0a4_313)] [added: 24] | | | [added: | | | 23 | | |]

| [removed: [11:](#i801264ff445748f994f9556d2f07e0a4_334)] [added: [11:](#i0e0b60fe556a424b8287030e13f33f1c_364)] | | | [removed: [Stock-Based Compensation](#i801264ff445748f994f9556d2f07e0a4_334)] [added: [Stock-based Compensation](#i0e0b60fe556a424b8287030e13f33f1c_364)] | | | [removed: [151](#i801264ff445748f994f9556d2f07e0a4_334)] [added: [151](#i0e0b60fe556a424b8287030e13f33f1c_364)] | | |

| [removed: [13:](#i801264ff445748f994f9556d2f07e0a4_349)] [added: [13:](#i0e0b60fe556a424b8287030e13f33f1c_379)] | | | [Earnings Per Share—CMS [removed: Energy](#i801264ff445748f994f9556d2f07e0a4_349)] [added: Energy](#i0e0b60fe556a424b8287030e13f33f1c_379)] | | | [removed: [158](#i801264ff445748f994f9556d2f07e0a4_349)] [added: [159](#i0e0b60fe556a424b8287030e13f33f1c_379)] | | |

| [removed: [15:](#i801264ff445748f994f9556d2f07e0a4_370)] [added: [15:](#i0e0b60fe556a424b8287030e13f33f1c_400)] | | | [Other Income and Other [removed: Expense](#i801264ff445748f994f9556d2f07e0a4_370)] [added: Expense](#i0e0b60fe556a424b8287030e13f33f1c_400)] | | | [removed: [164](#i801264ff445748f994f9556d2f07e0a4_370)] [added: [164](#i0e0b60fe556a424b8287030e13f33f1c_400)] | | |

| [removed: [16:](#i801264ff445748f994f9556d2f07e0a4_373)] [added: Cash and cash equivalents] | | | [removed: [Cash and Cash Equivalents](#i801264ff445748f994f9556d2f07e0a4_373)] | | | [removed: [164](#i801264ff445748f994f9556d2f07e0a4_373)] [added: $] | [added: 164] | | [added: | | | $ | 452 | |]

| [removed: [17:](#i801264ff445748f994f9556d2f07e0a4_376)] [added: [16:](#i0e0b60fe556a424b8287030e13f33f1c_406)] | | | [Reportable [removed: Segments](#i801264ff445748f994f9556d2f07e0a4_376)] [added: Segments](#i0e0b60fe556a424b8287030e13f33f1c_406)] | | | [removed: [165](#i801264ff445748f994f9556d2f07e0a4_376)] [added: [165](#i0e0b60fe556a424b8287030e13f33f1c_406)] | | |

[removed: | [18:](#i801264ff445748f994f9556d2f07e0a4_391) | | | [Related-Party Transactions—Consumers](#i801264ff445748f994f9556d2f07e0a4_391) | | | [170](#i801264ff445748f994f9556d2f07e0a4_391) | | |][added: 17: Related-Party Transactions—Consumers]

[removed: | [19:](#i801264ff445748f994f9556d2f07e0a4_394) | | | [Variable] [added: 18: Variable] Interest [removed: Entities](#i801264ff445748f994f9556d2f07e0a4_394) | | | [170](#i801264ff445748f994f9556d2f07e0a4_394) | | |][added: Entities]

[removed: | [20:](#i801264ff445748f994f9556d2f07e0a4_403) | | | [Exit] [added: 19: Exit] Activities and Discontinued [removed: Operations](#i801264ff445748f994f9556d2f07e0a4_403) | | | [172](#i801264ff445748f994f9556d2f07e0a4_403) | | |][added: Operations]

| [Reports of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i801264ff445748f994f9556d2f07e0a4_409) 238[)](#i801264ff445748f994f9556d2f07e0a4_409)] [added: ID](#i0e0b60fe556a424b8287030e13f33f1c_442) 238[)](#i0e0b60fe556a424b8287030e13f33f1c_442)] | | | | | | [removed: [178](#i801264ff445748f994f9556d2f07e0a4_409)] [added: [176](#i0e0b60fe556a424b8287030e13f33f1c_442)] | | |

| Years Ended December 31 | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | |

| Operating Revenue | | | | | | | | | | | | | | | | | | | | | $ | [removed: 7,329] [added: 8,596] | | | | | $ | [removed: 6,418] [added: 7,329] | | | | | $ | [removed: 6,624] [added: 6,418] | |

| Fuel for electric generation | | | | | | | | | | | | | | | | | | | | | [removed: 593] [added: 905] | | | | | | [removed: 375] [added: 593] | | | | | | [removed: 493] [added: 375] | | |

| Purchased and interchange power | | | | | | | | | | | | | | | | | | | | | [removed: 1,665] [added: 1,928] | | | | | | [removed: 1,492] [added: 1,665] | | | | | | [removed: 1,496] [added: 1,492] | | |

| Purchased power – related parties | | | | | | | | | | | | | | | | | | | | | [removed: 77] [added: 76] | | | | | | [removed: 64] [added: 77] | | | | | | [removed: 75] [added: 64] | | |

| Cost of gas sold | | | | | | | | | | | | | | | | | | | | | [removed: 735] [added: 1,256] | | | | | | [removed: 577] [added: 735] | | | | | | [removed: 769] [added: 577] | | |

| Maintenance and other operating expenses | | | | | | | | | | | | | | | | | | | | | [removed: 1,610] [added: 1,669] | | | | | | [removed: 1,280] [added: 1,610] | | | | | | [removed: 1,356] [added: 1,280] | | |

| Depreciation and amortization | | | | | | | | | | | | | | | | | | | | | [removed: 1,114] [added: 1,126] | | | | | | [removed: 1,043] [added: 1,114] | | | | | | [removed: 989] [added: 1,043] | | |

| General taxes | | | | | | | | | | | | | | | | | | | | | [removed: 389] [added: 412] | | | | | | [removed: 357] [added: 389] | | | | | | [removed: 331] [added: 357] | | |

| Total operating expenses | | | | | | | | | | | | | | | | | | | | | [removed: 6,183] [added: 7,372] | | | | | | [removed: 5,188] [added: 6,183] | | | | | | [removed: 5,509] [added: 5,188] | | |

| Operating Income | | | | | | | | | | | | | | | | | | | | | [removed: 1,146] [added: 1,224] | | | | | | [removed: 1,230] [added: 1,146] | | | | | | [removed: 1,115] [added: 1,230] | | |

| Interest income [removed: –] [added: -] related parties | | | | | | [removed: | | | | | | | | |] [added: —] | | | | | | — | | | | | | 7 | | | [removed: | | | — | | |]

| Allowance for equity funds used during construction | | | | | | [removed: | | | | | | | | |] [added: 6] | | | | | | 8 | | | | | | 6 | | | [removed: | | | 10 | | |]

| [4:](#i0e0b60fe556a424b8287030e13f33f1c_289) | | | [Financings and Capitalization](#i0e0b60fe556a424b8287030e13f33f1c_289) | | | [121](#i0e0b60fe556a424b8287030e13f33f1c_289) | | |

| [5:](#i0e0b60fe556a424b8287030e13f33f1c_322) | | | [Fair Value Measurements](#i0e0b60fe556a424b8287030e13f33f1c_322) | | | [127](#i0e0b60fe556a424b8287030e13f33f1c_322) | | |

| [6:](#i0e0b60fe556a424b8287030e13f33f1c_325) | | | [Financial Instruments](#i0e0b60fe556a424b8287030e13f33f1c_325) | | | [130](#i0e0b60fe556a424b8287030e13f33f1c_325) | | |

| [8:](#i0e0b60fe556a424b8287030e13f33f1c_334) | | | [Leases](#i0e0b60fe556a424b8287030e13f33f1c_334) | | | [135](#i0e0b60fe556a424b8287030e13f33f1c_334) | | |

| [10:](#i0e0b60fe556a424b8287030e13f33f1c_346) | | | [Retirement Benefits](#i0e0b60fe556a424b8287030e13f33f1c_346) | | | [141](#i0e0b60fe556a424b8287030e13f33f1c_346) | | |

| [12:](#i0e0b60fe556a424b8287030e13f33f1c_367) | | | [Income Taxes](#i0e0b60fe556a424b8287030e13f33f1c_367) | | | [155](#i0e0b60fe556a424b8287030e13f33f1c_367) | | |

| [14:](#i0e0b60fe556a424b8287030e13f33f1c_382) | | | [Revenue](#i0e0b60fe556a424b8287030e13f33f1c_382) | | | [160](#i0e0b60fe556a424b8287030e13f33f1c_382) | | |

| [CMS Energy](#i0e0b60fe556a424b8287030e13f33f1c_442) | | | | | | [176](#i0e0b60fe556a424b8287030e13f33f1c_442) | | |

| [Consumers](#i0e0b60fe556a424b8287030e13f33f1c_439) | | | | | | [180](#i0e0b60fe556a424b8287030e13f33f1c_439) | | |

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

| Postretirement benefits | | | | | | 1,208 | | | | | | 1,150 | | |

| Other | | | | | | 310 | | | | | | 264 | | |

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

| Notes payable | | | | | | 20 | | | | | | — | | |

| At beginning of period | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 224 | | | | | | — | | | | | | — | | |

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

| Purchased power – related parties | | | | | | | | | | | | | | | | | | | | | 76 | | | | | | 77 | | | | | | 64 | | |

| Interest expense – related parties | | | | | | | | | | | | | | | | | | | | | 12 | | | | | | 12 | | | | | | 12 | | |

| Allowance for borrowed funds used during construction | | | | | | | | | | | | | | | | | | | | | (2) | | | | | | (3) | | | | | | (2) | | |

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

| Increase (decrease) in notes payable | | | | | | 20 | | | | | | — | | | | | | (90) | | |

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

| December 31 | | | 2022 | | | | | | 2021 | | | | | |

| Gas in underground storage | | | | | | 840 | | | | | | 462 | | |

| Deferred property taxes | | | | | | 384 | | | | | | 356 | | |

| Regulatory assets | | | | | | 3,595 | | | | | | 2,259 | | |

| Postretirement benefits | | | | | | 1,126 | | | | | | 1,056 | | |

| Other | | | | | | 286 | | | | | | 251 | | |

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

| December 31 | | | 2022 | | | | | | 2021 | | | | | |

| Notes payable | | | | | | 20 | | | | | | — | | |

| Regulatory liabilities | | | | | | 104 | | | | | | 146 | | |

| Non-current portion of finance leases | | | | | | 45 | | | | | | 46 | | |

| Regulatory liabilities | | | | | | 3,796 | | | | | | 3,802 | | |

| Deferred investment tax credit | | | | | | 129 | | | | | | 112 | | |

[Table of](#i0e0b60fe556a424b8287030e13f33f1c_25) [Contents](#i0e0b60fe556a424b8287030e13f33f1c_25)

| [4:](#i801264ff445748f994f9556d2f07e0a4_265) | | | [Financings and Capitalization](#i801264ff445748f994f9556d2f07e0a4_265) | | | [120](#i801264ff445748f994f9556d2f07e0a4_265) | | |

| [5:](#i801264ff445748f994f9556d2f07e0a4_295) | | | [Fair Value Measurements](#i801264ff445748f994f9556d2f07e0a4_295) | | | [125](#i801264ff445748f994f9556d2f07e0a4_295) | | |

| [6:](#i801264ff445748f994f9556d2f07e0a4_298) | | | [Financial Instruments](#i801264ff445748f994f9556d2f07e0a4_298) | | | [128](#i801264ff445748f994f9556d2f07e0a4_298) | | |

| [8:](#i801264ff445748f994f9556d2f07e0a4_307) | | | [Leases and Palisades Financing](#i801264ff445748f994f9556d2f07e0a4_307) | | | [133](#i801264ff445748f994f9556d2f07e0a4_307) | | |

| [10:](#i801264ff445748f994f9556d2f07e0a4_316) | | | [Retirement Benefits](#i801264ff445748f994f9556d2f07e0a4_316) | | | [140](#i801264ff445748f994f9556d2f07e0a4_316) | | |

| [12:](#i801264ff445748f994f9556d2f07e0a4_337) | | | [Income Taxes](#i801264ff445748f994f9556d2f07e0a4_337) | | | [154](#i801264ff445748f994f9556d2f07e0a4_337) | | |

| [14:](#i801264ff445748f994f9556d2f07e0a4_352) | | | [Revenue](#i801264ff445748f994f9556d2f07e0a4_352) | | | [160](#i801264ff445748f994f9556d2f07e0a4_352) | | |

| [21:](#i801264ff445748f994f9556d2f07e0a4_406) | | | [Quarterly Financial and Common Stock Information (Unaudited)](#i801264ff445748f994f9556d2f07e0a4_406) | | | [175](#i801264ff445748f994f9556d2f07e0a4_406) | | |

| [CMS Energy](#i801264ff445748f994f9556d2f07e0a4_409) | | | | | | [178](#i801264ff445748f994f9556d2f07e0a4_409) | | |

| [Consumers](#i801264ff445748f994f9556d2f07e0a4_412) | | | | | | [182](#i801264ff445748f994f9556d2f07e0a4_412) | | |

| Interest income | | | | | | | | | | | | | | | | | | | | | 3 | | | | | | 4 | | | | | | 7 | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *In Millions* | | | | | | | | | | | | | | |

| Assets held for sale | | | | | | 19 | | | | | | 429 | | |

| Assets held for sale | | | | | | — | | | | | | 2,680 | | |

| Other | | | | | | 1,414 | | | | | | 823 | | |

| Liabilities held for sale | | | | | | — | | | | | | 953 | | |

| Liabilities held for sale | | | | | | — | | | | | | 1,894 | | |

| Interest income | | | | | | | | | | | | | | | | | | | | | 2 | | | | | | 3 | | | | | | 5 | | |

| Assets held for sale | | | | | | 19 | | | | | | — | | |

| Other | | | | | | 1,307 | | | | | | 753 | | |

The assets and liabilities of EnerBank are presented as held for sale on CMS Energy’s consolidated balance sheets at December 31, 2020.

Consumers cannot predict the outcome of these proceedings.

| Deferred capital spending2 | | | | | | 2021 | | | | | | — | | | | | | 6 | | |

| Other | | | | | | 2022 | | | | | | 4 | | | | | | 2 | | |

| Voluntary transmission asset sale gain share | | | | | | 2021 | | | | | | — | | | | | | 14 | | |

| Other | | | | | | 2022 | | | | | | 6 | | | | | | 4 | | |

| ARO | | | | | | various | | | | | | — | | | | | | 11 | | |

Deferred Capital Spending: In 2019, the MPSC approved a settlement agreement in Consumers’ 2018 electric rate case, which provided deferred accounting treatment for distribution-related capital investments exceeding certain threshold amounts.

An intervenor appealed the order, contending that it should not have to pay the securitization surcharge.

In November 2021, the Michigan Court of Appeals affirmed the MPSC’s determination that the intervenor must pay the securitization charge.

In May 2021, the MPSC approved a filing submitted by Consumers that proposed the refund take the form of incremental spending in 2021 and 2022 above amounts included in rates on various programs, including electric service restoration and gas and electric technology expenses.

If Consumers does not achieve the incremental spending, the remaining balance will be provided to electric or gas utility customers through a bill credit.

Voluntary Transmission Asset Sale Gain Share: In October 2020, Consumers completed a sale of the electric utility’s remaining transmission equipment to METC.

As a result, the $14 million gain was recorded on Consumers’ consolidated balance sheets as a current regulatory liability at December 31, 2020 and was shared with customers in 2021.

This regulatory liability is reduced as costs of removal are incurred.

The refund period of this regulatory liability approximates the useful life of the assets to be removed.

In July 2021, Consumers reduced its requested annual rate increase to $201 million.

This increase reflects the net impact of the approved settlement agreement in Consumers’ electric depreciation rate case, which reduced annual depreciation expense by $27 million.

Based on such evaluation, CMS Energy’s CEO and CFO have concluded that its disclosure controls and procedures were effective as of December 31, [removed: 2021.][added: 2022.]

Under the supervision and with the participation of management, including its CEO and CFO, CMS Energy conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Based on such evaluation, CMS Energy’s management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

The effectiveness of CMS Energy’s internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has

Based on such evaluation, Consumers’ CEO and CFO have concluded that its disclosure controls and procedures were effective as of December 31, [removed: 2021.][added: 2022.]

Under the supervision and with the participation of management, including its CEO and CFO, Consumers conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Based on such evaluation, Consumers’ management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

The effectiveness of Consumers’ internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under Item 8.

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Information that is required in Item 10 of this Form 10‑K regarding directors, executive officers, and corporate governance is incorporated by reference from CMS Energy’s and Consumers’ definitive proxy statement for their [removed: 2022] [added: 2023] Annual Meetings of Shareholders to be held May [removed: 6, 2022.][added: 5, 2023.]

CMS Energy has adopted an employee code of ethics, entitled “CMS Energy [removed: 2022] [added: 2023] Code of Conduct and Guide to Ethical Business Behavior” [removed: (“Employee Code”)] [added: (Employee Code)] that applies to its CEO, CFO, and CAO, as well as all other officers and employees of CMS Energy and its affiliates.

CMS Energy has also adopted a director code of ethics entitled [removed: “2022] [added: “2023] Board of Directors Code of Conduct and Guide to Ethical Business Behavior” [removed: (“Director Code”)] [added: (Director Code)] that applies to its directors.

Consumers has adopted an employee code of ethics, entitled “CMS Energy [removed: 2022] [added: 2023] Code of Conduct and Guide to Ethical Business Behavior” [removed: (“Employee Code”)] [added: (Employee Code)] that applies to its CEO, CFO, and CAO, as well as all other officers and employees of Consumers and its affiliates.

Consumers has also adopted a director code of ethics entitled [removed: “2022] [added: “2023] Board of Directors Code of Conduct and Guide to Ethical Business Behavior” [removed: (“Director Code”)] [added: (Director Code)] that applies to its directors.

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Information that is required in Item 10 of this Form 10‑K regarding directors, executive officers, and corporate governance is incorporated by reference from CMS Energy’s and Consumers’ definitive proxy statement for their 2023 Annual Meetings of Shareholders to be held May 5, 2023.

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Presented in the following table is information regarding CMS Energy’s equity compensation plans as of December 31, [removed: 2021:][added: 2022:]

| Equity compensation plan approved by shareholders | | | — | | | | | | $ | — | | [removed: 5,927,297] [added: 5,417,727] | | |

NOTE: Information that is required by Part III—Items 11, 12, 13, and 14 of this Form 10‑K is incorporated by reference from CMS Energy’s and Consumers’ definitive proxy statement for their [removed: 2022] [added: 2023] Annual Meetings of Shareholders to be held May [removed: 6, 2022.][added: 5, 2023.]

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- Consolidated Statements of Income of CMS Energy for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019][added: 2020]

- Consolidated Statements of Comprehensive Income of CMS Energy for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019][added: 2020]

- Consolidated Statements of Cash Flows of CMS Energy for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019][added: 2020]

- Consolidated Balance Sheets of CMS Energy at December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

- Consolidated Statements of Changes in Equity of CMS Energy for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019][added: 2020]

- Consolidated Statements of Income of Consumers for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019][added: 2020]

- Consolidated Statements of Comprehensive Income of Consumers for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019][added: 2020]

- Consolidated Statements of Cash Flows of Consumers for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019][added: 2020]

- Consolidated Balance Sheets of Consumers at December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

- Consolidated Statements of Changes in Equity of Consumers for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019][added: 2020]

- Schedule I — Condensed Financial Information of Registrant, CMS Energy—Parent Company at December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] and for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019][added: 2020]

- Schedule II — Valuation and Qualifying Accounts and Reserves of CMS Energy for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019][added: 2020]

- Schedule II — Valuation and Qualifying Accounts and Reserves of Consumers for the years ended December 31, [added: 2022,] 2021, [removed: 2020,] and [removed: 2019][added: 2020]

| Years Ended December 31 | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | |

| Other operating expenses | | | | | | $ | (7) | | | | | $ | [removed: (6)] [added: (7)] | | | | | $ | [removed: (38)] [added: (6)] | |

| Total operating expenses | | | | | | (7) | | | | | | [removed: (6)] [added: (7)] | | | | | | [removed: (38)] [added: (6)] | | |

| Operating Loss | | | | | | (7) | | | | | | [removed: (6)] [added: (7)] | | | | | | [removed: (38)] [added: (6)] | | |

| Equity earnings of subsidiaries | | | | | | [removed: 1,482] [added: 980] | | | | | | [removed: 909] [added: 1,482] | | | | | | [removed: 826] [added: 909] | | |

| Interest income | | | | | | [removed: 1] [added: 2] | | | | | | [removed: 1] [added: —] | | | | | | [removed: 1] [added: —] | | |

| Other expense | | | | | | [removed: —] [added: (1)] | | | | | | [removed: (19)] [added: —] | | | | | | [removed: —] [added: (19)] | | |

| Total other income | | | | | | [removed: 1,483] [added: 983] | | | | | | [removed: 891] [added: 1,483] | | | | | | [removed: 827] [added: 891] | | |

| Interest on long-term debt | | | | | | [removed: 183] [added: 181] | | | | | | [removed: 178] [added: 183] | | | | | | [removed: 156] [added: 178] | | |

| Intercompany interest expense and other | | | | | | [removed: 7] [added: 8] | | | | | | 7 | | | | | | [removed: 10] [added: 7] | | |

| Total interest charges | | | | | | [removed: 190] [added: 189] | | | | | | [removed: 185] [added: 190] | | | | | | [removed: 166] [added: 185] | | |

| Income Before Income Taxes | | | | | | [removed: 1,286] [added: 787] | | | | | | [removed: 700] [added: 1,286] | | | | | | [removed: 623] [added: 700] | | |

| Income Tax Benefit | | | | | | [removed: (60)] [added: (50)] | | | | | | [removed: (55)] [added: (60)] | | | | | | [removed: (57)] [added: (55)] | | |

| Income From Continuing Operations | | | | | | [removed: 1,346] [added: 837] | | | | | | [removed: 755] [added: 1,346] | | | | | | [removed: 680] [added: 755] | | |

| Income From Discontinued Operations, Net of Tax of [removed: $(5),] $—, [added: $(5),] and $— | | | | | | [removed: 7] [added: —] | | | | | | [removed: —] [added: 7] | | | | | | — | | |

| Net Income Attributable to CMS Energy | | | | | | [removed: 1,353] [added: 837] | | | | | | [removed: 755] [added: 1,353] | | | | | | [removed: 680] [added: 755] | | |

| Preferred Stock Dividends | | | | | | [removed: 5] [added: 10] | | | | | | [removed: —] [added: 5] | | | | | | — | | |

| Net Income Available to Common Stockholders | | | | | | $ | [removed: 1,348] [added: 827] | | | | | $ | [removed: 755] [added: 1,348] | | | | | $ | [removed: 680] [added: 755] | |

| Net cash provided by operating activities | | | | | | $ | [removed: 1,549] [added: 565] | | | | | $ | [removed: 507] [added: 1,549] | | | | | $ | [removed: 697] [added: 507] | |

| Investment in subsidiaries | | | | | | [removed: (581)] [added: (796)] | | | | | | [removed: (657)] [added: (581)] | | | | | | [removed: (683)] [added: (657)] | | |

| [removed: Increase] [added: Decrease (increase)] in notes receivable – intercompany | | | | | | [removed: (83)] [added: 286] | | | | | | [removed: (307)] [added: (83)] | | | | | | [removed: —] [added: (307)] | | |

| Net cash used in investing activities | | | | | | [removed: (664)] [added: (510)] | | | | | | [removed: (964)] [added: (664)] | | | | | | [removed: (683)] [added: (964)] | | |

| Proceeds from issuance of debt | | | | | | — | | | | | | [removed: 1,225] [added: —] | | | | | | [removed: 1,158] [added: 1,225] | | |

| Issuance of common stock | | | | | | [removed: 26] [added: 69] | | | | | | [removed: 253] [added: 26] | | | | | | [removed: 12] [added: 253] | | |

| Issuance of preferred stock | | | | | | [removed: 224] [added: —] | | | | | | [removed: —] [added: 224] | | | | | | — | | |

| Retirement of long-term debt | | | | | | [removed: (200)] [added: —] | | | | | | [removed: (425)] [added: (200)] | | | | | | [removed: (738)] [added: (425)] | | |

| Debt prepayment costs | | | | | | — | | | | | | [removed: (16)] [added: —] | | | | | | [removed: —] [added: (16)] | | |

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| Interest income - intercompany | | | | | | 2 | | | | | | 1 | | | | | | 1 | | |

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| December 31 | | | 2022 | | | | | | 2021 | | | | | |

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| December 31 | | | 2022 | | | | | | 2021 | | | | | |

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- to third parties under a credit agreement entered into by a subsidiary of NorthStar Clean Energy

- to tax equity investors that hold membership interests in certain VIEs held by NorthStar Clean Energy

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| 2022 | | | | | | $ | 20 | | | | | $ | 50 | | | | | $ | — | | | | | $ | 43 | | | | | $ | 27 | |

| 2022 | | | | | | $ | 2 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 2 | |

Years Ended December 31, 2022, 2021, and 2020

| 2022 | | | | | | $ | 20 | | | | | $ | 50 | | | | | $ | — | | | | | $ | 43 | | | | | $ | 27 | |

| 2021 | | | | | | 29 | | | | | | 22 | | | | | | — | | | | | | 31 | | | | | | 20 | | |

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| 4.1.dd | | | 1-5611 | | | 4.1 | | | — | | | [145th dated as of 8/11/22 (Form 8-K filed August 11, 2022)](http://www.sec.gov/Archives/edgar/data/201533/000110465922089118/tm2222175d4_ex4-1.htm) | | |

| 4.1.ee | | | 1-5611 | | | 4.1 | | | — | | | [146th dated as of 12/14/22 (Form 8-K filed December 15, 2022)](http://www.sec.gov/Archives/edgar/data/201533/000110465922127232/tm2232568d1_ex4-1.htm) | | |

| 4.1.ff | | | 1-5611 | | | 4.1 | | | — | | | [147th dated as of 1/10/23 (Form 8-K filed January 10, 2023)](http://www.sec.gov/Archives/edgar/data/201533/000110465923002502/tm232791d1_ex4-1.htm) | | |

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| 10.22 | | | 1-5611 | | | 10.1 | | | — | | | [$1 billion unsecured Term Loan Credit Agreement dated as of July 22, 2022 among Consumers, the Banks defined therein, and U.S. Bank National Association, as Agent (Form 10-Q for the quarterly period ended June 30, 2022)](http://www.sec.gov/Archives/edgar/data/201533/000081115622000113/cms10q20220630_ex10-1.htm) | | |

| 10.23 | | | 1-5611 | | | 10.1 | | | — | | | [Bond Purchase Agreement dated as of January 12, 2023 between Consumers and each of the Purchasers named therein (Form 8-K filed January 12, 2023)](http://www.sec.gov/Archives/edgar/data/201533/000110465923003371/tm233239d1_ex10-1.htm) | | |

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| | | | | | | | | | | | | | | |

| Current portion of long-term debt | | | | | | $ | — | | | | | $ | 200 | |

- to third parties under certain agreements entered into with Grand River Wind, LLC, a wholly owned subsidiary of CMS Enterprises

- to a tax equity investor under certain agreements in connection with the purchase of a VIE

3: Note Payable—Intercompany

CMS Energy has a demand note payable to the DB SERP rabbi trust.

The demand note bears interest at an annual rate of 4.10 percent and has a maturity date of 2028.

This note payable is not recorded at fair value; however, its carrying value approximates fair value at December 31, 2021.

This fair value measurement is classified in Level 3 within the fair value hierarchy.

4: Preferred Stock

In 2021, CMS Energy issued 9.2 million depositary shares, each representing a 1/1,000th interest in a share of its cumulative Series C preferred stock, traded on the New York Stock Exchange under the symbol CMS PRC, at a price of $25.00 per depositary share.

The transaction resulted in net proceeds of $224 million, which was used for general corporate purposes.

Dividends on the preferred stock accumulate at an annual rate of 4.200 percent and are payable quarterly.

The Series C preferred stock has no maturity or mandatory redemption date and is not redeemable at the option of the holders.

CMS Energy may, at its option, redeem the Series C preferred stock, in whole or in part, at a price equal to $25,000 per share (equivalent to $25.00 per depositary share), plus accumulated and unpaid dividends, at any time on or after July 15, 2026.

The Series C preferred stock ranks senior to CMS Energy’s common stock with respect to dividend rights and distribution rights upon liquidation.

| 2019 | | | | | | 20 | | | | | | 29 | | | | | | — | | | | | | 29 | | | | | | 20 | | |

| 2019 | | | | | | 8 | | | | | | — | | | | | | — | | | | | | 6 | | | | | | 2 | | |

| 4.1.x | | | 1-5611 | | | 4.3 | | | — | | | [138th dated as of 10/1/19 (Form 10-Q for the quarterly period ended September 30, 2019)](http://www.sec.gov/Archives/edgar/data/201533/000081115619000015/ex4309302019.htm) | | |

| 10.15.a | | | 1-5611 | | | 10.2 | | | — | | | [Description of the $850 million Fifth Amended and Restated Revolving Credit Agreement Extension (Form 8-K filed July 2, 2021)](https://www.sec.gov/Archives/edgar/data/201533/000110465921088593/tm2121292d1_ex10-2.htm) | | |

| 10.19.a1 | | | 1-9513 | | | 10.1 | | | — | | | [Amendment No. 1 dated as of August 9, 2021 to the Agreement and Plan of Merger, dated June 7, 2021, by and among CMS Energy, EnerBank USA and Regions Bank (Form 10-Q for the quarterly period ended September 30, 2021)](http://www.sec.gov/Archives/edgar/data/201533/000081115621000077/cms10q20210930_ex10-1.htm) | | |

| Date: | | | February [removed: 10, 2022] [added: 9, 2023] | | | | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of CMS Energy Corporation and in the capacities indicated and on February [removed: 10, 2022.][added: 9, 2023.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of Consumers Energy Company and in the capacities indicated and on February [removed: 10, 2022.][added: 9, 2023.]

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| Date: | | | February 9, 2023 | | | | | | | | |