What changed in this filing

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Item 9A. Controls and Procedures

2023-02-09 compared with 2022-02-10 · 35 added, 45 removed, 394 unchanged (17% of the section changed)

90 unchanged sentences

The proxy statement will be filed with the SEC, pursuant to Regulation 14A under the Exchange Act, within 120 days after the end of the fiscal year covered by this Form 10‑K, all of which information is hereby incorporated by reference in, and made part of, this Form 10‑K.

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Exhibits and Financial Statement Schedules

30 unchanged sentences

Interest income 2 — —

Interest income - intercompany 2 1 1

Other income 1 1 1

21 unchanged sentences

Investment in subsidiaries ( 796 ) ( 581 ) ( 657 )

Increase in notes receivable – intercompany ( 83 ) ( 307 ) —

Decrease (increase) in notes receivable – intercompany 286 ( 83 ) ( 307 )

Net cash used in investing activities ( 510 ) ( 664 ) ( 964 )

9 unchanged sentences

Net cash provided by (used in) financing activities ( 409 ) ( 495 ) 457

Net Increase in Cash and Cash Equivalents, Including Restricted Amounts 390 — —

Net Increase (Decrease) in Cash and Cash Equivalents, Including Restricted Amounts ( 354 ) 390 —

Cash and Cash Equivalents, Including Restricted Amounts, Beginning of Period 390 — —

21 unchanged sentences

Current Liabilities

Current portion of long-term debt $ — $ 200

Accounts and notes payable – intercompany $ 74 $ 61

21 unchanged sentences

Financial Statements and Supplementary Data.

CMS Energy has issued guarantees with a maximum potential obligation of $ 633 million on behalf of some of its wholly owned subsidiaries and related parties.

CMS Energy has issued guarantees with a maximum potential obligation of $ 1.0 billion on behalf of some of its wholly owned subsidiaries and related parties.

CMS Energy’s maximum potential obligation consists primarily of potential payments:

• to third parties under certain commodity purchase and swap agreements entered into with CMS ERM

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

• to third parties under certain commodity purchase and sales agreements entered into by CMS ERM and other subsidiaries of NorthStar Clean Energy

• 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

• to Regions Bank related to the sale of EnerBank

• to EGLE on behalf of CMS Land and CMS Capital, for environmental remediation obligations at Bay Harbor

2 unchanged sentences

Department of Energy regarding damages resulting from the department’s failure to accept spent nuclear fuel from nuclear power plants formerly owned by Consumers

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

• to Regions Bank related to the sale of EnerBank

The expiry dates of these guarantees vary, depending upon contractual provisions or upon the statute of limitations under the relevant governing law.

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.

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.

Schedule II — Valuation and Qualifying Accounts and Reserves

20 unchanged sentences

1 Deductions represent write-offs of uncollectible accounts, net of recoveries.

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Exhibit Index

19 unchanged sentences

1-5611 4.1 — 114th dated as of 3/31/11 (Form 8-K filed April 6, 2011)

1-5611 4.1 — 116th dated as of 9/1/11 (Form 10-Q for the quarterly period ended September 30, 2011)

1-5611 4.1 — 120th dated as of 12/17/12 (Form 8-K filed December 20, 2012)

1-5611 4.1 — 121st dated as of 5/17/13 (Form 8-K filed May 17, 2013)

Previously Filed

Exhibits With File

1-5611 4.1 — 122nd dated as of 8/9/13 (Form 8-K filed August 9, 2013)

1-5611 4.1 — 123rd dated as of 12/20/13 (Form 8-K filed December 27, 2013)

Previously Filed

Exhibits With File

1-5611 4.1 — 124th dated as of 8/18/2014 (Form 8-K filed August 18, 2014)

19 unchanged sentences

1-5611 4.1 — 144th dated as of 8/12/21 (Form 8-K filed August 12, 2021)

1-5611 4.1 — 145th dated as of 8/11/22 (Form 8-K filed August 11, 2022)

1-5611 4.1 — 146th dated as of 12/14/22 (Form 8-K filed December 15, 2022)

1-5611 4.1 — 147th dated as of 1/10/23 (Form 8-K filed January 10, 2023)

1-5611 (4)(b) — Indenture dated as of January 1, 1996 between Consumers and The Bank of New York Mellon, as Trustee (Form 10-K for the fiscal year ended December 31, 1995)

6 unchanged sentences

1-9513 4.1 — 32nd dated as of 11/9/15 (Form 8-K filed November 9, 2015)

1-9513 4.1 — 33rd dated as of 5/5/16 (Form 8-K filed May 5, 2016)

1-9513 4.1 — 34th dated as of 11/3/16 (Form 8-K filed November 3, 2016)

Previously Filed

Exhibits With File

1-9513 4.1 — 33rd dated as of 5/5/16 (Form 8-K filed May 5, 2016)

1-9513 4.1 — 34th dated as of 11/3/16 (Form 8-K filed November 3, 2016)

1-9513 4.1 — 35th dated as of 2/13/17 (Form 8-K filed February 13, 2017)

7 unchanged sentences

1-9513 4.1 — 10th dated as of 11/25/20 (Form 8-K filed November 25, 2020)

— Description of CMS Energy Securities

1-9513 4.6 — Description of CMS Energy Securities (Form 10-K for the fiscal year ended December 31, 2021)

1-5611 4.7 — Description of Consumers Securities (Form 10-K for the fiscal year ended December 31, 2019)

2 unchanged sentences

1-9513 10.3 — CMS Energy’s Deferred Salary Savings Plan, as amended and restated, effective January 1, 2019 (Form 10‑K for the fiscal year ended December 31, 2018)

1-9513 10.5 — CMS Energy and Consumers Director’s Deferred Compensation Plan, effective as of November 30, 2007 (Form 10-K for the fiscal year ended December 31, 2014)

1-9513 10.5 — CMS Energy and Consumers Directors’ Deferred Compensation Plan, effective as of November 30, 2007 (Form 10-K for the fiscal year ended December 31, 2014)

1-9513 10.6 — Supplemental Executive Retirement Plan for Employees of CMS Energy/Consumers effective on January 1, 1982 and as amended effective April 1, 2011 (Form 10-Q for the quarterly period ended March 31, 2011)

2 unchanged sentences

1-9513 (10)(y) — Environmental Agreement dated as of June 1, 1990 made by CMS Energy to The Connecticut National Bank and Others (Form 10-K for the fiscal year ended December 31, 1990)

1-9513 (10)(a) — Form of Indemnification Agreement between CMS Energy and its Directors, effective as of November 1, 2007 (Form 10-Q for the quarterly period ended September 30, 2007)

Previously Filed

Exhibits With File

1-9513 (10)(a) — Form of Indemnification Agreement between CMS Energy and its Directors, effective as of November 1, 2007 (Form 10-Q for the quarterly period ended September 30, 2007)

1-5611 (10)(b) — Form of Indemnification Agreement between Consumers and its Directors, effective as of November 1, 2007 (Form 10-Q for the quarterly period ended September 30, 2007)

— CMS Incentive Compensation Plan for CMS Energy and Consumers Officers as amended, effective as of January 27, 2022

1-9513 10.10 — CMS Incentive Compensation Plan for CMS Energy and Consumers Officers as amended, effective as of January 27, 2022 (Form 10-K for the fiscal year ended December 31, 2021)

1-9513 10.1 — 2016 Form of Change in Control Agreement (Form 8-K filed June 23, 2016)

— Annual Employee Incentive Compensation Plan for Consumers as amended, effective as of January 27, 2022

— Annual CMS Enterprises Employee Incentive Compensation Plan as amended, effective as of January 27, 2022

1-9513 10.1 — $550 million Fourth Amended and Restated Revolving Credit Agreement dated as of June 5, 2018 among CMS Energy, the Banks, as defined therein, and Barclays, as Agent (Form 8‑K filed June 5, 2018)

1-9513 10.2 — Amendment No.

1, dated as of April 29, 2020, to $550 million Fourth Amended and Restated Revolving Credit Agreement dated as of June 5, 2018 among CMS Energy, the Banks, as defined therein, and Barclays, as Agent (Form 10-Q for the quarterly period ended June 30, 2020)

1-9513 10.1 — Description of the $550 million Fourth Amended and Restated Revolving Credit Agreement Extension (Form 8-K filed July 2, 2021)

1-5611 10.2 — $850 million Fifth Amended and Restated Revolving Credit Agreement dated as of June 5, 2018 among Consumers, the Banks, as defined therein, and JPMorgan, as Agent (Form 8-K filed June 5, 2018)

1-5611 10.2 — Description of the $850 million Fifth Amended and Restated Revolving Credit Agreement Extension (Form 8-K filed July 2, 2021)

1-9513 10.12 — Annual Employee Incentive Compensation Plan for Consumers as amended, effective as of January 27, 2022 (Form 10-K for the fiscal year ended December 31, 2021)

— Annual NorthStar Clean Energy Employee Incentive Compensation Plan as amended, effective as of August 22, 2022

1-9513 10.1 — $550 million Fifth Amended and Restated Revolving Credit Agreement dated as of December 14, 2022 among CMS Energy, the Banks, as defined therein, and Barclays Bank PLC, as Agent (Form 8‑K filed December 15, 2022)

1-5611 10.2 — $1.1 billion Sixth Amended and Restated Revolving Credit Agreement dated as of December 14, 2022 among Consumers, the Banks, as defined therein, and JPMorgan Chase Bank, N.A., as Agent (Form 8‑K filed December 15, 2022)

1-5611 10.1 — $250 million Amended and Restated Revolving Credit Agreement dated as of November 19, 2018 among Consumers, the Banks, as defined therein, and The Bank of Nova Scotia, as Agent (Form 8‑K filed November 20, 2018)

1 unchanged sentence

1-5611 10.1 — Description of the Second Extension to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8‑K filed November 19, 2020)

10.16.c 1-5611 10.1 — Description of the Third Extension to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8-K filed November 22, 2021)

1-5611 10.1 — Description of the Third Extension to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8-K filed November 22, 2021)

1-5611 10.1 — First Amendment to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8-K filed November 29, 2022)

1-9513 10.1 — Consumers and other CMS Energy Companies Retired Executives Survivor Benefit Plan for Management/Executive Employees, distributed July 1, 2011 (Form 10-Q for the quarterly period ended September 30, 2011)

Previously Filed

Exhibits With File

1-9513 10.1 — Consumers and other CMS Energy Companies Retired Executives Survivor Benefit Plan for Management/ Executive Employees, distributed July 1, 2011 (Form 10-Q for the quarterly period ended September 30, 2011)

1-5611 10.1 — Form of Commercial Paper Dealer Agreement between Consumers, as Issuer, and the Dealer party thereto (Form 10-Q for the quarterly period ended September 30, 2014)

1-9513 10.1 — Agreement and Plan of Merger dated June 7, 2021 by and among CMS Energy Corporation, EnerBank USA, and Regions Bank (Form 8-K filed June 8, 2021)

1-9513 10.1 — Agreement and Plan of Merger dated June 7, 2021 by and among CMS Energy, EnerBank, and Regions Bank (Form 8-K filed June 8, 2021)

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)

1 dated as of August 9, 2021 to the Agreement and Plan of Merger, dated June 7, 2021, by and among CMS Energy, EnerBank , and Regions Bank (Form 10-Q for the quarterly period ended September 30, 2021)

1-5611 10.1 — Purchase and Sale Agreement dated June 21, 2021 by and among Consumers and New Covert Generating Company, LLC (Form 8-K filed June 23, 2021)

1-5611 10.2 — Purchase and Sale Agreement dated June 21, 2021 by and among Consumers and Dearborn Industrial Generation, LLC, CMS Generation Michigan Power, LLC, and CMS Energy Resource Management Company (Form 8-K filed June 23, 2021)

1-5611 10.2 — Purchase and Sale Agreement dated June 21, 2021 by and among Consumers and DIG, CMS Generation Michigan Power, and CMS ERM (Form 8-K filed June 23, 2021)

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)

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)

— Subsidiaries of CMS Energy and Consumers

8 unchanged sentences

333-249643 99.1 — CMS Energy Stock Purchase Plan, as amended and restated October 23, 2020 (Form S-3ASR filed October 23, 2020)

— Inline XBRL Instance Document

Previously Filed

Exhibits With File

— Inline XBRL Instance Document

— Inline XBRL Taxonomy Extension Schema

65 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 9A. Controls and Procedures