What changed in this filing

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Item 1. Business

2022-02-10 compared with 2021-02-11 · 95 added, 109 removed, 427 unchanged (32% of the section changed)

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It is the parent holding company of several subsidiaries, including Consumers, an electric and gas utility;

CMS Enterprises, primarily a domestic independent power producer and marketer;

and EnerBank, an industrial bank located in Utah.

and CMS Enterprises, primarily a domestic independent power producer and marketer.

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

Consumers serves individuals and businesses operating in the alternative energy, automotive, chemical, food, and metal products industries, as well as a diversified group of other industries.

CMS Enterprises, through its subsidiaries and equity investments, is engaged in domestic independent power production, including the development and operation of renewable generation, and the marketing of independent power production.

EnerBank provides primarily unsecured, fixed-rate installment loans throughout the U.S.

to finance home improvements.

CMS Energy manages its businesses by the nature of services each provides, and operates principally in four business segments:

CMS Energy manages its businesses by the nature of services each provides, and operates principally in three business segments:

electric utility;

enterprises, its non‑utility operations and investments;

and EnerBank.

and enterprises, its non‑utility operations and investments.

Consumers’ consolidated operations account for the substantial majority of CMS Energy’s total assets, income, and operating revenue.

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For further information about operating revenue, income, and assets and liabilities attributable to all of CMS Energy’s business segments and operations, see Item 8.

Selected Financial Data and Item 8.

Financial Statements and Supplementary Data—CMS Energy Consolidated Financial Statements and Notes to the Consolidated Financial Statements.

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For further information about operating revenue, income, and assets and liabilities attributable to Consumers’ electric and gas utility operations, see Item 8.

Selected Financial Data and Item 8.

Financial Statements and Supplementary Data—Consumers Consolidated Financial Statements and Notes to the Consolidated Financial Statements.

Consumers owns its principal properties in fee, except that most electric lines and gas mains are located below or adjacent to public roads or on land owned by others and are accessed by Consumers through easements and other rights.

Consumers owns its principal properties in fee, except that most electric lines, gas mains, and renewable generation projects are located below or adjacent to public roads or on land owned by others and are accessed by Consumers through easements, leases, and other rights.

Almost all of Consumers’ properties are subject to the lien of its First Mortgage Bond Indenture.

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Electric Utility Operations:

Consumers’ electric utility operations, which include the generation, purchase, distribution, and sale of electricity, generated operating revenue of $4.4 billion in 2020 and 2019, and $4.6 billion in 2018.

Consumers’ electric utility operations, which include the generation, purchase, distribution, and sale of electricity, generated operating revenue of $5.0 billion in 2021, and $4.4 billion in 2020 and 2019.

Consumers’ electric utility customer base consists of a mix of primarily residential, commercial, and diversified industrial customers in Michigan’s Lower Peninsula.

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In 2021, Consumers’ electric deliveries were 36 billion kWh, which included ROA deliveries of three billion kWh, resulting in net bundled sales of 33 billion kWh.

In 2019, Consumers’ electric deliveries were 37 billion kWh, which included ROA deliveries of four billion kWh, resulting in net bundled sales of 33 billion kWh.

In 2020, Consumers’ electric deliveries were 35 billion kWh, which included ROA deliveries of three billion kWh, resulting in net bundled sales of 32 billion kWh.

Consumers’ electric utility operations are seasonal.

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• 1,093 substations with an aggregate transformer capacity of 26 million kVA

• two battery facilities with storage capacity of 2 MW

• three battery facilities with storage capacity of 2 MWh

Consumers is interconnected to the interstate high-voltage electric transmission system owned by METC and operated by MISO.

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

This goal includes not only emissions from 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 reduce carbon emissions of its owned generation by more than 90 percent from its 2005 levels by 2040 through execution of its Clean Energy Plan, which calls for replacing its coal-fueled generation predominantly with investment in renewable energy.

The remaining emissions will be offset through alternative measures including, but not limited to, carbon sequestration, landfill methane emission capture, and large-scale tree planting.

Specifically, the Clean Energy Plan provides for the retirement of the D.E.

Karn 1 & 2 coal-fueled generating units in 2023 and the potential retirement of the J.H.

Campbell 1 & 2 coal-fueled generating units in 2031 or earlier.

This goal includes not only emissions from

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 2021 IRP, which calls for replacing its coal-fueled generation predominantly with investment in renewable energy.

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

Specifically, the 2021 IRP provides for a full transition away from coal-fueled generation by the end of 2025 and includes the retirement of the D.E.

Karn oil/gas-fueled and coal-fueled generating units in 2023 and the J.H.

Campbell coal-fueled generating units in 2025.

For further information on Consumers’ progress towards its net-zero carbon emissions goal, see Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview.

Presented in the following table are details about Consumers’ 2021 electric generation and supply mix:

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Coal steam generation

Campbell 1 & 2 – West Olive 2 Units, 1962-1967 540 1,538

Campbell 1 & 2 – West Olive 2

2 Units, 1962-1967 600 3,123

Campbell 3 – West Olive 2,3

1 Unit, 1980 788 4,784

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Oil/Gas steam generation

Karn 3 & 4 – Essexville 2 Units, 1975-1977 1,058 37

Karn 3 & 4 – Essexville 4

2 Units, 1975-1977 934 128

Hydroelectric

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Gratiot Farms Wind Project – Gratiot County 60 Turbines, 2020 24 354

Crescent Wind Farm – Hillsdale County

60 Turbines, 2021 25 316

Solar generation

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Total net bundled sales 32,600

1 Represents generation capacity during the summer months (planning year 2020 capacity as reported to MISO and limited by interconnection service limits), except for the Gratiot Farms Wind Project, which

began operation in December 2020.

1 Represents generation capacity during the summer months (planning year 2021 capacity as reported to MISO and limited by interconnection service limits).

For wind and solar generation, the amount represents the effective load-carrying capability.

2 Consumers plans to retire these generating units in 2025, subject to MPSC approval.

3 Represents Consumers’ share of the capacity of the J.H.

Campbell 3 unit, net of the 6.69-percent ownership interest of the Michigan Public Power Agency and Wolverine Power Supply Cooperative, Inc.

3 Consumers plans to retire these coal-fueled generating units in 2023.

Campbell 3 unit, net of the 6.69-percent ownership interest of the Michigan Public Power Agency and Wolverine Power Supply Cooperative, Inc, each a non-affiliated company.

4 Consumers plans to retire these generating units in 2023, subject to MPSC approval.

5 Represents Consumers’ 51-percent share of the capacity of Ludington.

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For further information about Consumers’ future capacity and energy purchase obligations, see Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources and Liquidity—Contractual Obligations and Item 8.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources and Liquidity—Other Material Cash Requirements and Item 8.

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 3, Contingencies and Commitments—Contractual Commitments.

During 2020, 23 percent of the energy Consumers provided to customers was generated by its coal-fueled generating units, which burned five million tons of coal and produced a combined total of 7,960 GWh of electricity.

During 2021, 32 percent of the energy Consumers provided to customers was generated by its coal-fueled generating units, which burned six million tons of coal and produced a combined total of 10,861 GWh of electricity.

In order to obtain the coal it needs, Consumers enters into physical coal supply contracts.

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Gas Utility Operations:

Consumers’ gas utility operations, which include the purchase, transmission, storage, distribution, and sale of natural gas, generated operating revenue of $1.8 billion in 2020, and $1.9 billion in 2019 and 2018.

Consumers’ gas utility operations, which include the purchase, transmission, storage, distribution, and sale of natural gas, generated operating revenue of $2.1 billion in 2021, $1.8 billion in 2020, and $1.9 billion in 2019.

Consumers’ gas utility customer base consists of a mix of primarily residential, commercial, and diversified industrial customers in Michigan’s Lower Peninsula.

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

For further information on Consumers’ progress towards its net-zero methane emissions goal, see Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Overview.

Gas Utility Supply:

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Competition exists in various aspects of Consumers’ gas utility business.

Competition comes from GCC and from alternative fuels and energy sources, such as propane, oil, and electricity.

Competition comes from GCC and transportation programs;

system bypass opportunities for new and existing customers;

and from alternative fuels and energy sources, such as propane, oil, and electricity.

Enterprises Segment—Non-Utility Operations and Investments

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Paulding County, Ohio 100 Wind 105 260

Paulding County, Ohio 100 Solar and storage 3 4

Comstock, Michigan 100 Natural gas 2

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The amount of capacity relating to CMS Energy’s ownership interest was 1,483 MW at December 31, 2021.

2 Began operation in September 2020.

The operating revenue from independent power production was $32 million in 2020 and 2019, and $19 million in 2018.

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

The operating revenue from independent power production was $48 million in 2021, and $32 million in 2020 and 2019.

Energy Resource Management:

CMS ERM purchases and sells energy commodities in support of CMS Energy’s generating facilities with a focus on optimizing CMS Energy’s independent power production portfolio.

In 2020, CMS ERM marketed five bcf of natural gas and 7,080 GWh of electricity.

In 2021, CMS ERM marketed two bcf of natural gas and 6,305 GWh of electricity.

Electricity marketed by CMS ERM was generated by independent power production of the enterprises segment and by unrelated third parties.

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The needs of this market are driven by electric demand and the generation available.

EnerBank Operations:

EnerBank is a Utah state-chartered, FDIC-insured industrial bank providing primarily unsecured, fixed-rate installment loans throughout the U.S.

to finance home improvements.

EnerBank works with strategic business partners and contractors throughout the U.S.

to provide homeowners with payment options for home improvements.

Strategic business partners include manufacturers, distributors, franchisors, member or trade associations, and major retailers of home improvement, remodeling, and energy-saving products and services.

EnerBank’s operating revenue was $262 million in 2020, $221 million in 2019, and $157 million in 2018.

EnerBank’s average loan size is $10,000 and all of the loans originated by EnerBank in 2020 were fixed-rate installment loans.

The distribution of borrowers throughout the U.S.

is generally consistent with the population distribution by state.

EnerBank Competition:

EnerBank competes with FDIC-insured banks, credit unions, consumer finance companies, and financial technology companies.

EnerBank addresses this competition by:

• offering competitive loan features and pricing

• maintaining a stable funding model

• providing convenient loan processes for contractors and homeowners

• providing strong marketing support for strategic business partners and authorized contractors

• focusing on customer service

CMS Energy and Consumers Regulation

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Department of Transportation’s Office of Pipeline Safety regulates the safety and security of gas pipelines through the Natural Gas Pipeline Safety Act of 1968 and subsequent laws.

EnerBank is regulated by the Utah Department of Financial Institutions and the FDIC.

The Transportation Security Administration, an agency of the U.S.

Department of Homeland Security, regulates certain activities related to the safety and security of natural gas pipelines.

CMS Energy and Consumers Environmental Strategy and Compliance

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this commitment extends beyond compliance with applicable laws and regulations.

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

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

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

The remaining emissions will be offset through alternative measures including, but not limited to, carbon sequestration, landfill methane emission capture, and large-scale tree planting.

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

Additionally, Consumers began operation of Gratiot Farms Wind Project, a 150-MW wind generation project, in December 2020 and expects to take full ownership and begin commercial operation of another with capacity of up to 166 MW in early 2021.

Furthermore, Consumers has executed agreements to purchase another wind generation project under development, with capacity of up to 201 MW, and a solar generating facility under development, with capacity of up to 150 MW.

For each of these projects, Consumers expects to take full ownership and begin commercial operation of the project in 2022.

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.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Outlook—Consumers Electric Utility Outlook and Uncertainties.

In addition to Consumers’ efforts to reduce the electric utility’s carbon footprint, it is also making efforts to reduce the gas utility’s methane footprint.

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

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.

CMS Energy, Consumers, and their subsidiaries are subject to various federal, state, and local environmental regulations for air and water quality, solid waste management, and other matters.

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

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

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

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.

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Human Capital

CMS Energy and Consumers employ a highly trained and skilled workforce comprised of union, non ‑ union, and seasonal employees, and also uses contractors.

CMS Energy and Consumers employ a highly trained and skilled workforce comprised of union, non ‑ union, and seasonal employees, and also use contractors.

Presented in the following table are the number of employees and contractors of CMS Energy and Consumers:

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Total workforce 9,583 8,738 8,762

1 Consumers’ seasonal workforce peaked at 603 employees during 2020, and 614 employees during 2019 and 2018.

1 Consumers’ seasonal workforce peaked at 622 employees during 2021, 603 employees during 2020, and 614 employees during 2019.

Seasonal employees work primarily during the construction season.

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For information about CMS Energy’s and Consumers’ collective bargaining agreements, see Item 8.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Outlook—Other Outlook and Uncertainties and Item 8.

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 10, Retirement Benefits.

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These principles include complying with applicable safety, health, and security regulations and implementing programs and processes aimed at continually improving safety and security conditions.

On an annual basis, CMS Energy and Consumers set various safety goals, with their primary measure being the number of recordable incidents.

There were 101 recordable incidents in 2020 and 105 recordable incidents in 2019.

The target for 2021 is no more than 81 recordable incidents.

Over the last ten years, Consumers’ OSHA recordable incident rate has decreased by over 53 percent and ranks in the first quartile of its EEI peer group.

On an annual basis, CMS Energy and Consumers set various safety goals, with their primary measure being the OSHA recordable incident rate.

The recordable incident rate was 1.54 in 2021 and 1.22 in 2020.

The target recordable incident rate for 2022 is 1.13.

Since 2010, Consumers’ OSHA recordable incident rate has decreased by 40 percent.

In response to the COVID-19 pandemic, CMS Energy and Consumers have issued a response plan that is focused on the health, safety, and well-being of their co-workers, customers, and communities.

CMS Energy and Consumers have aligned with safety and health guidelines from the CDC, OSHA, 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.

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.

For more information about CMS Energy’s and Consumers’ response to the COVID-19 pandemic, see Item 7.

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Within the utility industry, there is strong competition for rare, high-demand talent, including those related to renewable energy generation, technology, and data analytics.

In order to address this competition and to be able to meet its human capital needs, CMS Energy and Consumers provide compensation and benefits that are competitive with industry peers.

Furthermore, the companies have developed a comprehensive talent strategy, the Talent Roadmap, to attract, develop, and retain highly skilled employees.

In order to address this competition and to be able to meet their human capital needs, CMS Energy and Consumers provide

compensation and benefits that are competitive with industry peers.

Furthermore, CMS Energy and Consumers have developed a comprehensive talent strategy, the Talent Roadmap, to attract, develop, and retain highly skilled employees.

The strategy focuses on three areas, which are summarized below.

• Cultivating a Purpose-Driven Culture:

This goal is aimed at ensuring all co-workers understand how their work drives the companies’ key strategic goals.

The companies’ progress toward a purpose-driven culture is measured through an engagement index and an empowerment index developed from data obtained through an annual employee engagement survey of union and non-union co-workers administered by a third party.

This goal is aimed at ensuring all co-workers understand how their work drives CMS Energy’s and Consumers’ key strategic goals.

CMS Energy’s and Consumers’ progress toward a purpose-driven culture is measured through an engagement index and an empowerment index developed from data obtained through an annual employee engagement survey of union and non-union co-workers administered by a third party.

For the year ended December 31, 2021, the employee engagement index score was 81 percent, which ranked in the first quartile of U.S.

The employee empowerment index score, which measures the percentage of employees that feel the workplace promotes empowerment, was 63 percent.

Each employee empowerment question was individually benchmarked and ranked in the second quartile of high-performing companies.

The high-performing benchmark was created by the third party who administered the survey through a targeted sampling of working adults within the U.S.

Each employee empowerment question was individually benchmarked and ranked in the third quartile of general industry companies.

The general industry benchmark was created by the third party who administered the survey through a targeted sampling of working adults within the U.S.

who work for firms with widely respected reputations.

CMS Energy and Consumers have a goal to achieve a first-quartile score by 2024.

CMS Energy and Consumers have a goal to achieve a first-quartile empowerment index score by 2026.

• Creating a Breakthrough Employee Experience:

A breakthrough employee experience is one that instills pride and ownership in one’s work.

To measure progress toward a breakthrough employee experience, the companies measure employees’ satisfaction with people processes, such as performance management and hiring and onboarding new employees.

To measure progress toward a breakthrough employee experience, CMS Energy and Consumers measure employees’ satisfaction with people processes, such as performance management and hiring and onboarding new employees.

For the year ended December 31, 2021, the employee experience index was 77 percent;

the companies have a goal to achieve a score of 80 percent within the next ten years.

CMS Energy and Consumers have a goal to achieve a score of 80 percent by 2030.

• Building Skill Sets at Scale:

With an overarching goal of ensuring employees have the right skills to succeed, the companies measure progress in this area through achievement of workforce planning and hiring milestones and through a first-time skill attainment index to evaluate the effectiveness of training.

The companies develop skill sets in co-workers through a variety of means, including union apprenticeship programs and yearly trainings for newly required skills.

In 2021, the companies will launch a full-scale development program for leaders to enable robust succession planning and improve employee engagement and empowerment.

With an overarching goal of ensuring employees have the right skills to succeed, CMS Energy and Consumers measure progress in this area through achievement of workforce planning and hiring milestones and through a first-time skill attainment index to evaluate the effectiveness of training.

CMS Energy and Consumers develop skill sets in co-workers through a variety of means, including union apprenticeship programs and yearly trainings for newly required skills.

In 2021, CMS Energy and Consumers launched a full-scale development program for leaders to enable robust succession planning and improve employee engagement and empowerment.

This talent strategy allows CMS Energy and Consumers to shape employees’ experience and enable leaders to coach and develop co-workers, source talent, and anticipate and adjust to changing skill sets in the business environment.

Diversity, Equity, and Inclusion

As a part of the companies’ Talent Roadmap, CMS Energy and Consumers also employ a comprehensive diversity, equity, and inclusion strategy designed to embed diversity, equity, and inclusion into all aspects of their business.

As a part of their Talent Roadmap, CMS Energy and Consumers also employ a comprehensive diversity, equity, and inclusion strategy designed to embed diversity, equity, and inclusion into all aspects of their business.

This is done through embedding standards for diversity, equity, and inclusion into all company processes and ensuring these standards are incorporated into all employee experiences.

To measure their success, the companies utilize select questions in the annual engagement survey to create a diversity, equity, and inclusion index.

To measure their success, CMS Energy and Consumers utilize select questions in the annual engagement survey to create a diversity, equity, and inclusion index.

For the year ended December 31, 2021, the diversity, equity, and inclusion index score was 78 percent;

the companies have a goal to achieve a score of 78 percent in 2021.

CMS Energy and Consumers have a goal to achieve a score of 80 percent in 2022.

Co-workers are also empowered to engage in employee resource groups and events that encourage candid conversations around diversity, equity, and inclusion.

There are seven employee resource groups available to all co-workers;

There are eight employee resource groups available to all co-workers;

these groups are, by date of origin:

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• the Veteran’s Advisory Panel, supporting former and active military personnel and assisting in recruiting and retaining veterans through career development

• GEN-ERGY, a multigenerational group designed to bridge the gap of learning, networking, and mentoring across the generations of the companies’ workforce

• GEN-ERGY, a multigenerational group designed to bridge the gap of learning, networking, and mentoring across the generations of the workforce

• the Pride Alliance of Consumers Energy, promoting an inclusive environment that is safe, supportive, and respectful for lesbian, gay, bi-sexual, and transgender persons and allies

• capABLE, aimed at removing barriers and creating pathways to meaningful work for employees of all abilities

• Interfaith, a space for co-workers of all backgrounds to gather and celebrate their unique beliefs, creating an environment of understanding and respect for all faiths, religions, and spiritual beliefs, including those with no faith affiliation

Information About CMS Energy’s and Consumers’ Executive Officers

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Senior Vice President 7/2016 – 1/2020

Vice President 3/2015 – 7/2016

President, CEO, and Director 12/2020 – Present

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Senior Vice President 7/2016 – 1/2020

Vice President 10/2010 – 7/2016

CMS Enterprises

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Executive Vice President, CFO, and Director 5/2017 – Present

Chairman of the Board and Director 10/2018 – Present

Jean-Francois Brossoit (age 53) 2

Chairman of the Board and Director 10/2018 – 10/2021

Berry (age 49) 2

Senior Vice President 2/2022 – Present

Vice President 11/2016 – 4/2017

Senior Vice President 2/2022 – Present

Vice President 11/2018 – 2/2022

Name, Age, Position(s) Period

Executive Director, Quality

7/2017 – 11/2018

Hendrian (age 53)

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Vice President 3/2015 – 4/2017

Director of Human Resources 10/2012 – 3/2015

Senior Vice President 4/2017 – Present

Vice President 3/2015 – 4/2017

Director of Human Resources 10/2012 – 3/2015

Name, Age, Position(s) Period

Hofmeister (age 45)

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Vice President 7/2016 – 7/2017

Executive Director, Policy Research, Analysis, and Public Affairs 6/2015 – 7/2016

Executive Director, Policy Research and Analysis 9/2013 – 6/2015

CMS Enterprises

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Senior Vice President 9/2016 – Present

Vice President and Treasurer 7/2012 – 9/2016

Senior Vice President 9/2016 – Present

Vice President and Treasurer 7/2012 – 9/2016

CMS Enterprises

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Senior Vice President 9/2016 – Present

Vice President and Treasurer 7/2012 – 9/2016

Chairman of the Board 9/2016 – 5/2017

Name, Age, Position(s) Period

Rich (age 47)

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Senior Vice President and Chief Information Officer 7/2016 – 8/2019

Vice President and Chief Information Officer 7/2014 – 7/2016

Senior Vice President and Chief Customer Officer 8/2019 – Present

Senior Vice President and Chief Information Officer 7/2016 – 8/2019

Vice President and Chief Information Officer 7/2014 – 7/2016

LeeRoy Wells, Jr.

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12/2015 – 8/2017

Barba (age 55)

Name, Age, Position(s) Period

McIntosh (age 46)

Vice President, Controller, and CAO 9/2021 – Present

Vice President and Controller 6/2021 – 9/2021

Vice President 9/2015 – 6/2021

Vice President, Controller, and CAO 9/2021 – Present

Vice President and Controller 6/2021 – 9/2021

Vice President 9/2015 – 6/2021

CMS Enterprises

Vice President, Controller, and CAO 9/2021 – Present

Vice President and Controller 6/2021 – 9/2021

Vice President 9/2015 – 6/2021

1 Prior to joining CMS Energy and Consumers, Mr.

2 unchanged sentences

in 2012 as Vice President of Finance and Treasurer.

2 Prior to joining CMS Energy and Consumers, Mr.

Brossoit was vice president of manufacturing operations for United Technologies Corp., a non‑affiliated company.

Brossoit started with United Technologies Corp.

3 Prior to joining CMS Energy and Consumers, Mr.

Johnson was a partner with Dykema Gossett PLLC, a non ‑ affiliated company, from 2012 to 2016.

Johnson started with Dykema Gossett PLLC in 2005.

2 Prior to July 2017, Ms.

Berry was the Manager of Strategic Initiatives at Massachusetts-based Energy Federation, Inc., a non-affiliated company.

There are no family relationships among executive officers and directors of CMS Energy or Consumers.

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

Information contained on CMS Energy’s website is not incorporated

Information contained on CMS Energy’s website is not incorporated herein.

CMS Energy’s and Consumers’ annual reports on Form 10‑K, quarterly reports on Form 10‑Q, current reports on Form 8-K, and any amendments to those reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act are accessible free of charge on CMS Energy’s website.

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• Articles of Incorporation

• Charters and Codes of Conduct (including the Charters of the Audit Committee, Compensation and Human Resources Committee, Finance Committee, and Governance, Sustainability and Public Responsibility Committee, as well as the Employee, Board of Directors, EnerBank, and Third Party Codes of Conduct)

CMS Energy will provide this information in print to any stockholder who requests it.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business