Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
CMS Energy
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures: Under the supervision and with the participation of management, including its CEO and CFO, CMS Energy conducted an evaluation of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on such evaluation, CMS Energy’s CEO and CFO have concluded that its disclosure controls and procedures were effective as of December 31, 2022.
Management’s Annual Report on Internal Control Over Financial Reporting: CMS Energy’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). CMS Energy’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that:
• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of CMS Energy
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of CMS Energy are being made only in accordance with authorizations of management and directors of CMS Energy
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of CMS Energy’s assets that could have a material effect on its financial statements
Management, including its CEO and CFO, does not expect that its internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. In addition, any evaluation of the effectiveness of controls is subject to risks that those internal controls may become inadequate in future periods because of changes in business conditions, or that the degree of compliance with the policies or procedures deteriorates.
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, 2022. In making this evaluation, management used the criteria set forth in the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation, CMS Energy’s management concluded that its internal control over financial reporting was effective as of December 31, 2022. The effectiveness of CMS Energy’s internal control over financial reporting as of December 31, 2022 has
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been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under Item 8. Financial Statements and Supplementary Data.
Changes in Internal Control Over Financial Reporting: There have not been any changes in CMS Energy’s internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to affect materially, its internal control over financial reporting.
Consumers
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures: Under the supervision and with the participation of management, including its CEO and CFO, Consumers conducted an evaluation of its disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on such evaluation, Consumers’ CEO and CFO have concluded that its disclosure controls and procedures were effective as of December 31, 2022.
Management’s Annual Report on Internal Control Over Financial Reporting: Consumers’ management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Consumers’ internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that:
• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Consumers
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Consumers are being made only in accordance with authorizations of management and directors of Consumers
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of Consumers’ assets that could have a material effect on its financial statements
Management, including its CEO and CFO, does not expect that its internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. In addition, any evaluation of the effectiveness of controls is subject to risks that those internal controls may become inadequate in future periods because of changes in business conditions, or that the degree of compliance with the policies or procedures deteriorates.
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, 2022. In making this evaluation, management used the criteria set forth in the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation, Consumers’ management concluded that its internal control over financial reporting was effective as of December 31, 2022. The effectiveness of Consumers’ internal control over financial reporting as of December 31, 2022 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under Item 8. Financial Statements and Supplementary Data.
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Changes in Internal Control Over Financial Reporting: There have not been any changes in Consumers’ internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to affect materially, its internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Part III
Item 10. Directors, Executive Officers and Corporate Governance
CMS Energy
Information that is required in Item 10 of this Form 10‑K regarding executive officers is included in the Item 1. Business—Information About CMS Energy’s and Consumers’ Executive Officers section, which is incorporated by reference herein.
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. 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.
Code of Ethics
CMS Energy has adopted an employee code of ethics, entitled “CMS Energy 2023 Code of Conduct and Guide to Ethical Business Behavior” (Employee Code) that applies to its CEO, CFO, and CAO, as well as all other officers and employees of CMS Energy and its affiliates. The Employee Code is administered by the Chief Compliance Officer of CMS Energy, who reports directly to the Audit Committee of the Board of Directors of CMS Energy. CMS Energy has also adopted a director code of ethics entitled “2023 Board of Directors Code of Conduct and Guide to Ethical Business Behavior” (Director Code) that applies to its directors. The Director Code is administered by the Audit Committee of the Board of Directors of CMS Energy. Any alleged violation of the Director Code by a director will be investigated by disinterested members of the Audit Committee of the Board of Directors of CMS Energy, or if none, by disinterested members of the entire Board of Directors of CMS Energy. The Employee Code and Director Code and any waivers of, or amendments or exceptions to, a provision of the Employee Code that applies to CMS Energy’s CEO, CFO, CAO or persons performing similar functions and any waivers of, or amendments or exceptions to, a provision of CMS Energy’s Director Code will be disclosed on CMS Energy’s website at www.cmsenergy.com/corporate-governance/compliance-and-ethics.
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Consumers
Information that is required in Item 10 of this Form 10‑K regarding executive officers is included in the Item 1. Business—Information About CMS Energy’s and Consumers’ Executive Officers section, which is incorporated by reference herein.
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. 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.
Code of Ethics
Consumers has adopted an employee code of ethics, entitled “CMS Energy 2023 Code of Conduct and Guide to Ethical Business Behavior” (Employee Code) that applies to its CEO, CFO, and CAO, as well as all other officers and employees of Consumers and its affiliates. The Employee Code is administered by the Chief Compliance Officer of Consumers, who reports directly to the Audit Committee of the Board of Directors of Consumers. Consumers has also adopted a director code of ethics entitled “2023 Board of Directors Code of Conduct and Guide to Ethical Business Behavior” (Director Code) that applies to its directors. The Director Code is administered by the Audit Committee of the Board of Directors of Consumers. Any alleged violation of the Director Code by a director will be investigated by disinterested members of the Audit Committee of the Board of Directors of Consumers, or if none, by disinterested members of the entire Board of Directors of Consumers. The Employee Code and Director Code and any waivers of, or amendments or exceptions to, a provision of the Employee Code that applies to Consumers’ CEO, CFO, CAO or persons performing similar functions and any waivers of, or amendments or exceptions to, a provision of Consumers’ Director Code will be disclosed on Consumers’ website at www.cmsenergy.com/corporate-governance/compliance-and-ethics.
Item 11. Executive Compensation
See the note below.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Securities Authorized for Issuance Under Equity Compensation Plans
Presented in the following table is information regarding CMS Energy’s equity compensation plans as of December 31, 2022:
(a) (b) (c)
Plan Category Number of securities to
be issued upon exercise
of outstanding options,
warrants, and rights Weighted-average
exercise price of
outstanding options,
warrants, and rights Number of securities remaining
available for future issuance under
equity compensation plans (excluding
securities reflected in column (a))
Equity compensation plan approved by shareholders — $ — 5,417,727
Also see the note below.
Item 13. Certain Relationships and Related Transactions, and Director Independence
See the note below.
Item 14. Principal Accountant Fees and Services
See the note below.
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 2023 Annual Meetings of Shareholders to be held May 5, 2023. 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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Part IV
Item 15. Exhibits and Financial Statement Schedules
The following financial statements are filed as part of this report under Item 8. Financial Statements and Supplementary Data:
• Consolidated Statements of Income of CMS Energy for the years ended December 31, 2022, 2021, and 2020
• Consolidated Statements of Comprehensive Income of CMS Energy for the years ended December 31, 2022, 2021, and 2020
• Consolidated Statements of Cash Flows of CMS Energy for the years ended December 31, 2022, 2021, and 2020
• Consolidated Balance Sheets of CMS Energy at December 31, 2022 and 2021
• Consolidated Statements of Changes in Equity of CMS Energy for the years ended December 31, 2022, 2021, and 2020
• Consolidated Statements of Income of Consumers for the years ended December 31, 2022, 2021, and 2020
• Consolidated Statements of Comprehensive Income of Consumers for the years ended December 31, 2022, 2021, and 2020
• Consolidated Statements of Cash Flows of Consumers for the years ended December 31, 2022, 2021, and 2020
• Consolidated Balance Sheets of Consumers at December 31, 2022 and 2021
• Consolidated Statements of Changes in Equity of Consumers for the years ended December 31, 2022, 2021, and 2020
• Notes to the Consolidated Financial Statements
• Report of Independent Registered Public Accounting Firm for CMS Energy
• Report of Independent Registered Public Accounting Firm for Consumers
The following financial statement schedules are included below:
• Schedule I — Condensed Financial Information of Registrant, CMS Energy—Parent Company at December 31, 2022 and 2021 and for the years ended December 31, 2022, 2021, and 2020
• Schedule II — Valuation and Qualifying Accounts and Reserves of CMS Energy for the years ended December 31, 2022, 2021, and 2020
• Schedule II — Valuation and Qualifying Accounts and Reserves of Consumers for the years ended December 31, 2022, 2021, and 2020
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Schedule I — Condensed Financial Information of Registrant
CMS Energy—Parent Company
Condensed Statements of Income
In Millions
Years Ended December 31 2022 2021 2020
Operating Expenses
Other operating expenses $ ( 7 ) $ ( 7 ) $ ( 6 )
Total operating expenses ( 7 ) ( 7 ) ( 6 )
Operating Loss ( 7 ) ( 7 ) ( 6 )
Other Income (Expense)
Equity earnings of subsidiaries 980 1,482 909
Nonoperating retirement benefits, net ( 1 ) ( 1 ) ( 1 )
Interest income 2 — —
Interest income - intercompany 2 1 1
Other income 1 1 1
Other expense ( 1 ) — ( 19 )
Total other income 983 1,483 891
Interest Charges
Interest on long-term debt 181 183 178
Intercompany interest expense and other 8 7 7
Total interest charges 189 190 185
Income Before Income Taxes 787 1,286 700
Income Tax Benefit ( 50 ) ( 60 ) ( 55 )
Income From Continuing Operations 837 1,346 755
Income From Discontinued Operations, Net of Tax of $ — , $( 5 ), and $ —
— 7 —
Net Income Attributable to CMS Energy 837 1,353 755
Preferred Stock Dividends 10 5 —
Net Income Available to Common Stockholders $ 827 $ 1,348 $ 755
The accompanying notes are an integral part of these statements.
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Schedule I — Condensed Financial Information of Registrant (Continued)
CMS Energy—Parent Company
Condensed Statements of Cash Flows
In Millions
Years Ended December 31 2022 2021 2020
Cash Flows from Operating Activities
Net cash provided by operating activities $ 565 $ 1,549 $ 507
Cash Flows from Investing Activities
Investment in subsidiaries ( 796 ) ( 581 ) ( 657 )
Decrease (increase) in notes receivable – intercompany 286 ( 83 ) ( 307 )
Net cash used in investing activities ( 510 ) ( 664 ) ( 964 )
Cash Flows from Financing Activities
Proceeds from issuance of debt — — 1,225
Issuance of common stock 69 26 253
Issuance of preferred stock — 224 —
Retirement of long-term debt — ( 200 ) ( 425 )
Debt prepayment costs — — ( 16 )
Payment of dividends on common and preferred stock ( 544 ) ( 507 ) ( 465 )
Debt issuance costs and financing fees ( 11 ) ( 10 ) ( 10 )
Change in notes payable – intercompany 77 ( 28 ) ( 105 )
Net cash provided by (used in) financing activities ( 409 ) ( 495 ) 457
Net Increase (Decrease) in Cash and Cash Equivalents, Including Restricted Amounts ( 354 ) 390 —
Cash and Cash Equivalents, Including Restricted Amounts, Beginning of Period 390 — —
Cash and Cash Equivalents, Including Restricted Amounts, End of Period $ 36 $ 390 $ —
The accompanying notes are an integral part of these statements.
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Schedule I — Condensed Financial Information of Registrant (Continued)
CMS Energy—Parent Company
Condensed Balance Sheets
ASSETS
In Millions
December 31 2022 2021
Current Assets
Cash and cash equivalents $ 36 $ 390
Notes and accrued interest receivable – intercompany 107 463
Accounts receivable – intercompany and related parties 8 5
Accrued taxes 45 —
Prepayments and other current assets 1 1
Total current assets 197 859
Other Non‑current Assets
Deferred income taxes 105 147
Investments in subsidiaries 10,881 9,870
Other investments 6 6
Other 11 8
Total other non‑current assets 11,003 10,031
Total Assets $ 11,200 $ 10,890
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LIABILITIES AND EQUITY
In Millions
December 31 2022 2021
Current Liabilities
Accounts and notes payable – intercompany $ 74 $ 61
Accrued interest, including intercompany 33 33
Accrued taxes — 83
Other current liabilities 9 8
Total current liabilities 116 185
Non‑current Liabilities
Long-term debt 3,930 3,928
Notes payable – intercompany 109 112
Postretirement benefits 15 19
Other non‑current liabilities 15 15
Total non‑current liabilities 4,069 4,074
Equity
Common stockholders’ equity 6,791 6,407
Preferred stock 224 224
Total equity 7,015 6,631
Total Liabilities and Equity $ 11,200 $ 10,890
The accompanying notes are an integral part of these statements.
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Schedule I — Condensed Financial Information of Registrant (Continued)
CMS Energy—Parent Company
Notes to the Condensed Financial Statements
1: Basis of Presentation
CMS Energy’s condensed financial statements have been prepared on a parent-only basis. In accordance with Rule 12-04 of Regulation S-X, these parent-only financial statements do not include all of the information and notes required by GAAP for annual financial statements, and therefore these parent-only financial statements and other information included should be read in conjunction with CMS Energy’s audited consolidated financial statements contained within Item 8. Financial Statements and Supplementary Data.
2: Guarantees
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 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
• to the U.S. Department of Energy on behalf of Consumers, in connection with Consumers’ 2011 settlement agreement with the U.S. Department of Energy regarding damages resulting from the department’s failure to accept spent nuclear fuel from nuclear power plants formerly owned by Consumers
The expiry dates of these guarantees vary, depending upon contractual provisions or upon the statute of limitations under the relevant governing law.
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Schedule II — Valuation and Qualifying Accounts and Reserves
CMS Energy Corporation
Years Ended December 31, 2022, 2021, and 2020
In Millions
Description Balance at Beginning of Period Charged to Expense Charged to Other Accounts
Deductions Balance at End of Period
Allowance for uncollectible accounts 1
2022 $ 20 $ 50 $ — $ 43 $ 27
2021 29 22 — 31 20
2020 20 33 — 24 29
Deferred tax valuation allowance
2022 $ 2 $ — $ — $ — $ 2
2021 1 1 — — 2
2020 2 — — 1 1
1 Deductions represent write-offs of uncollectible accounts, net of recoveries.
Consumers Energy Company
Years Ended December 31, 2022, 2021, and 2020
In Millions
Description Balance at Beginning of Period Charged to Expense Charged to Other Accounts Deductions Balance at End of Period
Allowance for uncollectible accounts 1
2022 $ 20 $ 50 $ — $ 43 $ 27
2021 29 22 — 31 20
2020 20 33 — 24 29
1 Deductions represent write-offs of uncollectible accounts, net of recoveries.
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Exhibit Index
The agreements included as exhibits to this Form 10-K filing are included solely to provide information regarding the terms of the agreements and are not intended to provide any other factual or disclosure information about CMS Energy, Consumers, or other parties to the agreements. The agreements may contain representations and warranties made by each of the parties to each of the agreements that were made exclusively for the benefit of the parties involved in each of the agreements and should not be treated as statements of fact. The representations and warranties were made as a way to allocate risk if one or more of those statements prove to be incorrect. The statements were qualified by disclosures of the parties to each of the agreements that may not be reflected in each of the agreements. The agreements may apply standards of materiality that are different than standards applied to other investors. Additionally, the statements were made as of the date of the agreements or as specified in the agreements and have not been updated. The representations and warranties may not describe the actual state of affairs of the parties to each agreement.
Additional information about CMS Energy and Consumers may be found in this filing, at www.cmsenergy.com, at www.consumersenergy.com, and through the SEC’s website at www.sec.gov.
Previously Filed
Exhibits With File
Number
As
Exhibit
Number
Description
3.1 1
1-9513 3.1 — Restated Articles of Incorporation of CMS Energy, effective June 1, 2004, as amended May 22, 2009, together with the Certificate of Designation of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C, effective June 29, 2021 (Form 10‑Q for the quarterly period ended June 30, 2021)
3.2 1
1-9513 3.2 — CMS Energy Bylaws, amended and restated effective February 8, 2016 (Form 8‑K filed February 8, 2016)
3.3
1-5611 3(c) — Restated Articles of Incorporation of Consumers effective June 7, 2000 (Form 10‑K for the fiscal year ended December 31, 2000)
3.4
1-5611 3.2 — Consumers Bylaws, amended and restated as of January 24, 2013 (Form 8-K filed January 29, 2013)
4.1
2-65973 (b)(1)–4 — Indenture dated as of September 1, 1945 between Consumers and Chemical Bank (successor to Manufacturers Hanover Trust Company), as Trustee, including therein indentures supplemental thereto through the Forty-third Supplemental Indenture dated as of May 1, 1979 (Form S-16 filed November 13, 1979)
Indentures Supplemental thereto:
4.1.a
1-5611 4.2 — 104th dated as of 8/11/05 (Form 8-K filed August 11, 2005)
4.1.b
1-5611 4.1 — 112th dated as of 9/1/10 (Form 8-K filed September 7, 2010)
4.1.c
1-5611 4.1 — 113th dated as of 10/15/10 (Form 8-K filed October 20, 2010)
4.1.d
1-5611 4.1 — 114th dated as of 3/31/11 (Form 8-K filed April 6, 2011)
4.1.e
1-5611 4.1 — 120th dated as of 12/17/12 (Form 8-K filed December 20, 2012)
4.1.f
1-5611 4.1 — 121st dated as of 5/17/13 (Form 8-K filed May 17, 2013)
4.1.g
1-5611 4.1 — 122nd dated as of 8/9/13 (Form 8-K filed August 9, 2013)
4.1.h
1-5611 4.1 — 123rd dated as of 12/20/13 (Form 8-K filed December 27, 2013)
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Previously Filed
Exhibits With File
Number
As
Exhibit
Number
Description
4.1.i
1-5611 4.1 — 124th dated as of 8/18/2014 (Form 8-K filed August 18, 2014)
4.1.j
1-5611 4.1 — 125th dated as of 11/6/2015 (Form 8-K filed November 6, 2015)
4.1.k
1-5611 4.1 — 126th dated as of 11/23/2015 (Form 8-K filed November 25, 2015)
4.1.l
1-5611 4.1 — 127th dated as of 8/10/16 (Form 8-K filed August 10, 2016)
4.1.m
1-5611 4.1 — 128th dated as of 2/22/17 (Form 8-K filed February 22, 2017)
4.1.n
1-5611 4.1 — 129th dated as of 9/28/17 (Form 8-K filed September 28, 2017)
4.1.o
1-5611 4.1 — 130th dated as of 11/15/17 (Form 8-K filed November 15, 2017)
4.1.p
1-5611 4.1 — 131st dated as of 5/14/18 (Form 8‑K filed May 14, 2018)
4.1.q
1-5611 4.1 — 132nd dated as of 6/5/18 (Form 8‑K filed June 5, 2018)
4.1.r
1-5611 4.1 — 133rd dated as of 10/1/18 (Form 8-K filed October 1, 2018)
4.1.s
1-5611 4.1 — 134th dated as of 11/13/18 (Form 8-K filed November 13, 2018)
4.1.t
1-5611 4.1 — 135th dated as of 5/28/19 (Form 8-K filed May 28, 2019)
4.1.u
1-5611 4.1 — 136th dated as of 9/3/19 (Form 8-K filed September 3, 2019)
4.1.v
1-5611 4.1 — 137th dated as of 9/19/19 (Form 8-K filed September 19, 2019)
4.1.w
1-5611 4.3 — 138th dated as of 10/1/19 (Form 10-Q for the quarterly period ended September 30, 2019)
4.1.x
1-5611 4.1 — 139th dated as of 3/26/20 (Form 8-K filed March 26, 2020)
4.1.y
1-5611 4.1 — 140th dated as of 5/13/20 (Form 8-K filed May 13, 2020)
4.1.z
1-5611 4.1 — 141st dated as of 5/20/20 (Form 8-K filed May 20, 2020)
4.1.aa
1-5611 4.1 — 142nd dated as of 10/7/20 (Form 8-K filed October 7, 2020)
4.1.bb
1-5611 4.1 — 143rd dated as of 12/14/20 (Form 8-K filed December 14, 2020)
4.1.cc
1-5611 4.1 — 144th dated as of 8/12/21 (Form 8-K filed August 12, 2021)
4.1.dd
1-5611 4.1 — 145th dated as of 8/11/22 (Form 8-K filed August 11, 2022)
4.1.ee
1-5611 4.1 — 146th dated as of 12/14/22 (Form 8-K filed December 15, 2022)
4.1.ff
1-5611 4.1 — 147th dated as of 1/10/23 (Form 8-K filed January 10, 2023)
4.2
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)
4.3
1-5611 (4)(c) — Indenture dated as of February 1, 1998 between Consumers and The Bank of New York Mellon (formerly The Chase Manhattan Bank), as Trustee (Form 10-K for the fiscal year ended December 31, 1997)
4.4 1
33-47629 (4)(a) — Indenture dated as of September 15, 1992 between CMS Energy and NBD Bank, as Trustee (Form S-3 filed May 1, 1992)
Indentures Supplemental thereto:
4.4.a 1
1-9513 4.1 — 29th dated as of 3/22/13 (Form 8-K filed March 22, 2013)
4.4.b 1
1-9513 4.1 — 30th dated as of 2/27/14 (Form 8-K filed February 27, 2014)
4.4.c 1
1-9513 4.2 — 31st dated as of 2/27/14 (Form 8-K filed February 27, 2014)
4.4.d 1
1-9513 4.1 — 32nd dated as of 11/9/15 (Form 8-K filed November 9, 2015)
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Previously Filed
Exhibits With File
Number
As
Exhibit
Number
Description
4.4.e 1
1-9513 4.1 — 33rd dated as of 5/5/16 (Form 8-K filed May 5, 2016)
4.4.f 1
1-9513 4.1 — 34th dated as of 11/3/16 (Form 8-K filed November 3, 2016)
4.4.g 1
1-9513 4.1 — 35th dated as of 2/13/17 (Form 8-K filed February 13, 2017)
4.5 1
1-9513 (4a) — Indenture dated as of June 1, 1997 between CMS Energy and The Bank of New York Mellon, as Trustee (Form 8-K filed July 1, 1997)
Indentures Supplemental thereto:
4.5.a 1
1-9513 4.5.a — 5th dated as of 2/13/18 (Form 10‑K for the fiscal year ended December 31, 2017)
4.5.b 1
1-9513 4.1 — 6th dated as of 3/8/18 (Form 8-K filed March 8, 2018)
4.5.c 1
1-9513 4.1 — 7th dated as of 9/26/18 (Form 8-K filed September 26, 2018)
4.5.d 1
1-9513 4.1 — 8th dated as of 2/20/19 (Form 8-K filed February 20, 2019)
4.5.e 1
1-9513 4.1 — 9th dated as of 5/28/20 (Form 8-K filed May 28, 2020)
4.5.f 1
1-9513 4.1 — 10th dated as of 11/25/20 (Form 8-K filed November 25, 2020)
4.6 1
1-9513 4.6 — Description of CMS Energy Securities (Form 10-K for the fiscal year ended December 31, 2021)
4.7
1-5611 4.7 — Description of Consumers Securities (Form 10-K for the fiscal year ended December 31, 2019)
4.8 1
1-9513 4.2 — Deposit Agreement, dated as of July 1, 2021, among CMS Energy, Equiniti Trust Company, and the holders from time to time of the depositary receipts described therein, including Form of Depositary Receipt (Form 8-K filed July 1, 2021)
10.1 2
1-9513 10.1 — CMS Energy 2020 Performance Incentive Stock Plan, effective June 1, 2020 (Form 8-K filed May 5, 2020)
10.2 2
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)
10.3 2
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)
10.4 2
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)
10.5 2
1-9513 10.7 — Defined Contribution Supplemental Executive Retirement Plan, as amended and restated, effective May 1, 2019 (Form 10-K for the fiscal year ended December 31, 2018)
10.6 2
1-9513 10.6 — Form of Officer Separation Agreement as of January 2020 (Form 10-K for the fiscal year ended December 31, 2019)
10.7 1
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)
199
Table of Contents
Previously Filed
Exhibits With File
Number
As
Exhibit
Number
Description
10.8 1,2
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)
10.9 2
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)
10.10 2
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)
10.11 2
1-9513 10.1 — 2016 Form of Change in Control Agreement (Form 8-K filed June 23, 2016)
10.12 2
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)
10.13 1,2
— Annual NorthStar Clean Energy Employee Incentive Compensation Plan as amended, effective as of August 22, 2022
10.14 1
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)
10.15
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)
10.16
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)
10.16.a
1-5611 10.1 — Description of the Extension to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8‑K filed November 19, 2019)
10.16.b
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)
10.16.d
1-5611 10.1 — First Amendment to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8-K filed November 29, 2022)
10.17 2
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)
200
Table of Contents
Previously Filed
Exhibits With File
Number
As
Exhibit
Number
Description
10.18
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)
10.19 1
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)
10.19.a 1
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 , and Regions Bank (Form 10-Q for the quarterly period ended September 30, 2021)
10.20
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)
10.21
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)
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)
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)
21.1
— Subsidiaries of CMS Energy and Consumers
23.1
— Consent of PricewaterhouseCoopers LLP for CMS Energy
23.2
— Consent of PricewaterhouseCoopers LLP for Consumers
31.1
— CMS Energy’s certification of the CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
— CMS Energy’s certification of the CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3
— Consumers’ certification of the CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.4
— Consumers’ certification of the CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
— CMS Energy’s certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
— Consumers’ certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1 1
333-249643 99.1 — CMS Energy Stock Purchase Plan, as amended and restated October 23, 2020 (Form S-3ASR filed October 23, 2020)
101.INS
— Inline XBRL Instance Document
201
Table of Contents
Previously Filed
Exhibits With File
Number
As
Exhibit
Number
Description
101.SCH
— Inline XBRL Taxonomy Extension Schema
101.CAL
— Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF
— Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB
— Inline XBRL Taxonomy Extension Labels Linkbase
101.PRE
— Inline XBRL Taxonomy Extension Presentation Linkbase
104
— Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)
1 Obligations of CMS Energy or its subsidiaries, but not of Consumers.
2 Management contract or compensatory plan or arrangement.
Exhibits that have been previously filed with the SEC, designated above, are incorporated herein by reference and made a part hereof.
Item 16. Form 10-K Summary
None.
202
Table of Contents
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, CMS Energy Corporation has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
/s/ Garrick J. Rochow
Name: Garrick J. Rochow
Title: President and Chief Executive Officer
Date: February 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 9, 2023.
/s/ Garrick J. Rochow /s/ William D. Harvey
Garrick J. Rochow William D. Harvey, Director
President, Chief Executive Officer, and Director
(Principal Executive Officer)
/s/ John G. Russell
John G. Russell, Director
/s/ Rejji P. Hayes
Rejji P. Hayes
Executive Vice President and Chief Financial Officer /s/ Suzanne F. Shank
Suzanne F. Shank, Director
(Principal Financial Officer)
/s/ Myrna M. Soto
/s/ Scott B. McIntosh Myrna M. Soto, Director
Scott B. McIntosh
Vice President, Controller, and Chief Accounting Officer
/s/ John G. Sznewajs
(Controller) John G. Sznewajs, Director
/s/ Jon E. Barfield /s/ Ronald J. Tanski
Jon E. Barfield, Director Ronald J. Tanski, Director
/s/ Deborah H. Butler /s/ Laura H. Wright
Deborah H. Butler, Director Laura H. Wright, Director
/s/ Kurt L. Darrow
Kurt L. Darrow, Director
203
Table of Contents
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Consumers Energy Company has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
/s/ Garrick J. Rochow
Name: Garrick J. Rochow
Title: President and Chief Executive Officer
Date: February 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 9, 2023.
/s/ Garrick J. Rochow /s/ William D. Harvey
Garrick J. Rochow William D. Harvey, Director
President, Chief Executive Officer, and Director
(Principal Executive Officer)
/s/ John G. Russell
John G. Russell, Director
/s/ Rejji P. Hayes
Rejji P. Hayes
Executive Vice President and Chief Financial Officer /s/ Suzanne F. Shank
Suzanne F. Shank, Director
(Principal Financial Officer)
/s/ Myrna M. Soto
/s/ Scott B. McIntosh Myrna M. Soto, Director
Scott B. McIntosh
Vice President, Controller, and Chief Accounting Officer
/s/ John G. Sznewajs
(Controller) John G. Sznewajs, Director
/s/ Jon E. Barfield /s/ Ronald J. Tanski
Jon E. Barfield, Director Ronald J. Tanski, Director
/s/ Deborah H. Butler /s/ Laura H. Wright
Deborah H. Butler, Director Laura H. Wright, Director
/s/ Kurt L. Darrow
Kurt L. Darrow, Director
204