What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-02-09 compared with 2022-02-10 · 86 added, 117 removed, 405 unchanged (33% of the section changed)

CMS Energy was formed as a corporation in Michigan in 1987 and is an energy company operating primarily in Michigan.

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

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

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

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

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.

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;

and enterprises, its non‑utility operations and investments.

and NorthStar Clean Energy, its non‑utility operations and investments.

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

21 unchanged sentences

gas service territory

• Electric generation facilities

• Electric generation and battery storage facilities

CMS Energy and Consumers—The Triple Bottom Line

4 unchanged sentences

Electric Utility Operations:

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 operations, which include the generation, purchase, distribution, and sale of electricity, generated operating revenue of $5.4 billion in 2022, $5.0 billion in 2021, and $4.4 billion in 2020.

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

14 unchanged sentences

• 212 miles of high-voltage distribution overhead lines operating at 138 kV

• 4 miles of high-voltage distribution underground lines operating at 138 kV

• four miles of high-voltage distribution underground lines operating at 138 kV

• 4,430 miles of high-voltage distribution overhead lines operating at 46 kV and 69 kV

7 unchanged sentences

Electric Utility Generation and Supply Mix:

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 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.

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.

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.

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.

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.

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

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

Campbell coal-fueled generating units in 2025.

13 unchanged sentences

Oil/Gas steam generation

Karn 3 & 4 – Essexville 4

2 Units, 1975-1977 934 128

Karn 3 & 4 – Essexville 2 Units, 1975-1977 1,213 167

Hydroelectric

Ludington – Ludington 6 Units, 1973 1,109 5

Conventional hydro generation – various locations 35 Units, 1906-1949 76 398

Conventional hydro generation 35 Units, 1906-1949 78 381

Gas combined cycle

13 unchanged sentences

Solar generation

Solar Gardens – Allendale and Kalamazoo 15,100 Panels, 2016 3 6

Solar Gardens – Allendale, Cadillac, and Kalamazoo 16,852 Panels, 2016-2021 3 7

Total owned generation 5,736 18,752

3 unchanged sentences

Gas generation – MCV Facility 8

Other gas generation – various locations 160 1,109

Nuclear generation – Palisades 8

Wind generation – various locations 43 1,010

Solar generation – various locations 37 140

Other renewable generation – various locations 220 1,258

Other gas generation 155 1,325

Nuclear generation 9

Wind generation 60 1,017

Solar generation 71 227

Other renewable generation 204 1,197

Net interchange power 10

5 unchanged sentences

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.

2 Consumers plans to retire these generating units in 2025.

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, each a non-affiliated company.

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

4 Consumers plans to retire these generating units in 2023.

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

3 unchanged sentences

7 Represents purchases under long-term PPAs.

8 For information about Consumers’ long-term PPAs related to the MCV Facility and Palisades, see Item 8.

8 For information about Consumers’ long-term PPA related to the MCV Facility, see Item 8.

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

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

10 Represents purchases from the MISO energy market.

23 unchanged sentences

Consumers offers its generation into the MISO energy market on a day-ahead and real-time basis and bids for power in the market to serve the demand of its customers.

Consumers is a net purchaser of power and supplements its generation capability with purchases from the MISO energy market to meet its customers’ needs during peak-demand periods.

Consumers is a net purchaser of power and supplements its generation capability with purchases from the MISO energy market.

At December 31, 2022, Consumers had future commitments to purchase capacity and energy under long-term PPAs with various generating plants.

10 unchanged sentences

Most of Consumers’ rail-supplied coal contracts have fixed prices, although some contain market-based pricing.

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

At December 31, 2022, Consumers had 85 percent of its 2023 expected coal requirements under contract, as well as a 34-day supply of coal on hand.

In conjunction with its coal supply contracts, Consumers leases a fleet of railcars and has transportation contracts with various companies to provide rail and vessel services for delivery of purchased coal to Consumers’ generating facilities.

In conjunction with its coal supply contracts, Consumers leases a fleet of railcars and has transportation contracts with various companies to provide rail services for delivery of purchased coal to Consumers’ generating facilities.

Consumers’ coal transportation contracts are future commitments and expire on various dates through 2025;

2 unchanged sentences

In order to obtain the gas it needs for electric generation fuel, Consumers’ electric utility purchases gas from the market near the time of consumption, at prices that allow it to compete in the electric wholesale market.

For the Jackson and Zeeland plants, Consumers utilizes an agent that owns firm transportation rights to each plant to purchase gas from the market and transport the gas to the facilities.

For units 3 & 4 of D.E.

Karn and for the Jackson and Zeeland plants, Consumers utilizes an agent that owns firm transportation rights to each plant to purchase gas from the market and transport the gas to the facilities.

Karn, Consumers holds gas transportation contracts to transport to the plant gas that Consumers or an agent purchase from the market.

Electric Utility Competition:

23 unchanged sentences

Consumers’ gas utility operations are seasonal.

The consumption of natural gas typically increases in the winter, due primarily to colder temperatures and the resulting use of natural gas as heating fuel.

The consumption of natural gas increases in the winter, due primarily to colder temperatures and the resulting use of natural gas as heating fuel.

Consumers injects natural gas into storage during the summer months for use during the winter months.

7 unchanged sentences

• eight compressor stations with a total of 157,893 installed and available horsepower

In 2019, Consumers released its Methane Reduction Plan, which set a goal of net-zero methane emissions from its natural gas delivery system by 2030.

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

Consumers plans to reduce methane emissions from its system by about 80 percent by accelerating the replacement of aging pipe, rehabilitating or retiring outdated infrastructure, and adopting new technologies and practices.

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

The remaining emissions will likely 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.

7 unchanged sentences

Under these contracts, Consumers purchases and transports gas to Michigan for ultimate delivery to its customers.

Consumers’ firm gas transportation contracts expire on various dates through 2023 and provide for the delivery of 37 percent of Consumers’ total gas supply requirements in 2022.

Consumers’ firm gas transportation contracts expire on various dates through 2024 with planned contract volumes providing 38 percent of Consumers’ total forecasted gas supply requirements for 2023.

Consumers purchases the balance of its required gas supply under firm city-gate contracts and through authorized suppliers under the GCC program.

4 unchanged sentences

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

Enterprises Segment—Non-Utility Operations and Investments

CMS Energy’s enterprises segment, through various subsidiaries and certain equity investments, is engaged in domestic independent power production, including the development and operation of renewable generation, and the marketing of independent power production.

The enterprises segment’s operating revenue was $308 million in 2021, $229 million in 2020, and $248 million in 2019.

NorthStar Clean Energy—Non-Utility Operations and Investments

NorthStar Clean Energy, through various subsidiaries and certain equity investments, is engaged in domestic independent power production, including the development and operation of renewable generation, and the marketing of independent power production.

NorthStar Clean Energy’s operating revenue was $445 million in 2022, $308 million in 2021, and $229 million in 2020.

Independent Power Production:

6 unchanged sentences

Paulding County, Ohio 100 Wind 100 317

Paulding County, Ohio 100 Solar and storage 3 4

Comstock, Michigan 100 Natural gas 76 111

1 unchanged sentence

Phillips, Wisconsin 100 Solar 3 5

Paulding County, Ohio 100 Solar and storage 3 2

Coke County, Texas

6 unchanged sentences

1 Represents the intended full-load sustained output of each plant.

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

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.

The amount of capacity relating to CMS Energy’s ownership interest was 1,478 MW and net generation relating to CMS Energy’s ownership interest was 6,826 GWh at December 31, 2022.

The operating revenue from independent power production was $58 million in 2022, $48 million in 2021, and $32 million in 2020.

Energy Resource Management:

1 unchanged sentence

In 2022, CMS ERM marketed two bcf of natural gas and 6,494 GWh of electricity.

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

Electricity marketed by CMS ERM was generated by independent power production of NorthStar Clean Energy and by unrelated third parties.

CMS ERM’s operating revenue was $387 million in 2022, $260 million in 2021, and $197 million in 2020.

Enterprises Segment Competition:

The enterprises segment competes with other independent power producers.

NorthStar Clean Energy Competition:

NorthStar Clean Energy competes with other independent power producers.

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

7 unchanged sentences

FERC and NERC

FERC has exercised limited jurisdiction over several independent power plants and exempt wholesale generators in which CMS Enterprises has ownership interests, as well as over CMS ERM, CMS Gas Transmission, and DIG.

FERC has exercised limited jurisdiction over several independent power plants and exempt wholesale generators in which NorthStar Clean Energy has ownership interests, as well as over CMS ERM, CMS Gas Transmission, and DIG.

FERC’s jurisdiction includes, among other things, acquisitions, operations, disposals of certain assets and facilities, services provided and rates charged, and conduct among affiliates.

4 unchanged sentences

Consumers is subject to the jurisdiction of the MPSC, which regulates public utilities in Michigan with respect to retail utility rates, accounting, utility services, certain facilities, certain asset transfers, corporate mergers, and other matters.

The Michigan Attorney General, ABATE, the MPSC Staff, and certain other parties typically participate in MPSC proceedings concerning Consumers.

The Michigan Attorney General, ABATE, the MPSC Staff, residential customer advocacy groups, environmental organizations, and certain other parties typically participate in MPSC proceedings concerning Consumers.

These parties often challenge various aspects of those proceedings, including the prudence of Consumers’ policies and practices, and seek cost disallowances and other relief.

13 unchanged sentences

this commitment extends beyond compliance with applicable laws and regulations.

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.

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.

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 Clean Energy Plan, which calls for replacing its coal-fueled generation predominantly with investment in renewable energy.

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.

For additional information on Consumers’ Clean Energy Plan, 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.

In 2019, Consumers released its Methane Reduction Plan, which set a goal of net-zero methane emissions from its natural gas delivery system by 2030.

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 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.

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.

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

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

Consumers expects to recover costs to comply with environmental regulations in customer rates but cannot guarantee this result.

7 unchanged sentences

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

Solid Waste Disposal:

Costs related to the construction, operation, corrective action, and closure of solid waste disposal facilities for coal ash are significant.

3 unchanged sentences

Consumers’ estimate of capital and cost of removal expenditures to comply with regulations relating to ash disposal is $205 million from 2023 through 2027.

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.

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.

Consumers’ future costs to comply with solid waste disposal, water, and air environmental regulations may vary depending on future legislation, litigation, executive orders, treaties, or rulemaking.

For further information concerning estimated capital expenditures related to solid waste disposal, water, and air, see Item 7.

Consumers’ future costs to comply with solid waste disposal regulations may vary depending on future legislation, litigation, executive orders, treaties, or rulemaking.

For further information concerning estimated capital expenditures related to environmental matters, see Item 7.

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

4 unchanged sentences

Human Capital

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:

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

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

December 31 2022 2021 2020

CMS Energy, including Consumers

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

Full-time and part-time employees 8,560 8,509 8,234

Seasonal employees 1

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

Total employees 9,073 9,122 8,837

Full-time and part-time employees 8,366 8,314 7,627

Seasonal employees 1

Part-time employees 5 10 17

Contractors 656 508 509

Total workforce 9,583 8,738 8,762

Total employees 8,879 8,927 8,230

1 Consumers’ seasonal workforce peaked at 587 employees during 2022, 622 employees during 2021, and 603 employees during 2020.

3 unchanged sentences

The USW represents Zeeland plant employees.

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

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

The UWUA and USW agreements expire in 2025.

The safety of employees, customers, and the general public is a priority of CMS Energy and Consumers.

4 unchanged sentences

The target recordable incident rate for 2023 is 1.07.

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, 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.

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

Over the last ten years, Consumers’ OSHA recordable incident rate has decreased by 34 percent.

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 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.

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 People Strategy, to attract, develop, and retain highly skilled employees.

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

2 unchanged sentences

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 third quartile of general industry companies.

For the year ended December 31, 2022, the employee engagement index score, which measures the percentage of employees that feel satisfied with the company, was 71 percent and ranked in the second quartile of general industry companies.

The employee empowerment index score, which measures the percentage of employees that feel the workplace promotes empowerment, was 54 percent 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.

12 unchanged sentences

Diversity, Equity, and Inclusion

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.

As a part of their People Strategy, 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.

1 unchanged sentence

For the year ended December 31, 2022, the diversity, equity, and inclusion index score was 72 percent.

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

CMS Energy and Consumers are committed to building an inclusive workplace that embraces the diverse makeup of the communities that they serve.

The following table presents the composition of CMS Energy’s and Consumers’ workforce:

December 31, 2022 CMS Energy, including

Consumers Consumers

Percent female employees 27 % 28 %

Percent racially or ethnically diverse employees 12 12

Percent employees with disabilities 5 5

Percent veteran employees 11 11

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

19 unchanged sentences

Senior Vice President 7/2016 – 1/2020

CMS Enterprises

NorthStar Clean Energy

Chairman of the Board, CEO, and Director 12/2020 – Present

2 unchanged sentences

Executive Vice President and CFO 5/2017 – Present

CMS Enterprises

NorthStar Clean Energy

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

8 unchanged sentences

Senior Vice President 4/2017 – Present

Vice President 3/2015 – 4/2017

Senior Vice President 4/2017 – Present

Vice President 3/2015 – 4/2017

Name, Age, Position(s) Period

2 unchanged sentences

Senior Vice President 7/2017 – Present

Vice President 7/2016 – 7/2017

CMS Enterprises

NorthStar Clean Energy

Senior Vice President 9/2017 – Present

4 unchanged sentences

Vice President and Deputy General Counsel 4/2016 – 5/2019

CMS Enterprises

NorthStar Clean Energy

Senior Vice President, General Counsel, and Director 4/2019 – Present

4 unchanged sentences

Senior Vice President 9/2016 – Present

CMS Enterprises

NorthStar Clean Energy

Director 11/2017 – Present

Senior Vice President 9/2016 – Present

Chairman of the Board 9/2016 – 5/2017

Rich (age 48)

7 unchanged sentences

Vice President 8/2017 – 12/2020

Executive Director, Electric Systems Operations and Maintenance

12/2015 – 8/2017

Name, Age, Position(s) Period

6 unchanged sentences

Vice President 9/2015 – 6/2021

CMS Enterprises

NorthStar Clean Energy

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

1 unchanged sentence

Vice President 9/2015 – 6/2021

1 Prior to joining CMS Energy and Consumers, Mr.

Hayes was Executive Vice President and CFO for ITC Holdings Corp., a non‑affiliated company, from May 2014 through November 2016.

Hayes started with ITC Holdings Corp.

in 2012 as Vice President of Finance and Treasurer.

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.

3 unchanged sentences

CMS Energy’s internet address is www.cmsenergy.com.

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

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

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

9 unchanged sentences

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