What changed in this filing

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Item 1. Business

2024-02-08 compared with 2023-02-09 · 97 added, 73 removed, 418 unchanged (29% 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 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.

It is the parent holding company of several subsidiaries, including Consumers, an electric and gas utility, and NorthStar Clean Energy, primarily a domestic independent power producer and marketer.

Consumers’ customer base consists of a mix of primarily residential, commercial, and diversified industrial customers.

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.

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• 1,099 substations with an aggregate transformer capacity of 28 million kVA

• three battery facilities with storage capacity of 2 MWh

• four battery facilities with storage capacity of ten MWh

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

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Electric Utility Generation and Supply Mix:

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.

Consumers’ Clean Energy Plan details its strategy to meet customers’ long-term energy needs.

The Clean Energy Plan was most recently revised and approved by

the MPSC in June 2022.

Under Michigan’s integrated resource planning process, Consumers is required to file proposed updates to its Clean Energy Plan before or in 2027;

these updates will outline a path to meeting the requirements of the 2023 Energy Law that was enacted in Michigan in November 2023.

Consumers’ Clean Energy Plan 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.

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.

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.

In accordance with its Clean Energy Plan, Consumers retired the D.E.

Karn coal-fueled generating units in June 2023 and plans to retire the J.H.

Campbell coal-fueled generating units in 2025.

In order to continue providing controllable sources of electricity to customers while expanding its investment in renewable energy, Consumers purchased the Covert Generating Station, a natural gas-fueled generating facility, in May 2023.

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

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Gas combined cycle

Covert Generating Station – Covert 7

3 Units, 2004 1,088 4,654

Jackson – Jackson 1 Unit, 2002 538 1,937

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Wind generation

Crescent Wind Farm – Hillsdale County 2021 150 356

Cross Winds ® Energy Park – Tuscola County

114 Turbines,

2014, 2018, and 2019 33 747

2014-2019 231 669

Gratiot Farms Wind Project – Gratiot County 2020 150 342

Heartland Farms Wind Project – Gratiot County 2023 — 1

Lake Winds ® Energy Park – Mason County

56 Turbines, 2012 13 269

Gratiot Farms Wind Project – Gratiot County 60 Turbines, 2020 10 421

Crescent Wind Farm – Hillsdale County

60 Turbines, 2021 8 392

Solar generation

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

Solar Gardens – Allendale, Cadillac, and Kalamazoo 2016-2021 5 7

Total owned generation 6,906 19,751

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Other gas generation 152 1,215

Nuclear generation 9

Wind generation 385 970

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Total net bundled sales 32,731

1 Represents generation capacity during the summer months (planning year 2022 capacity as reported to MISO and limited by interconnection service limits).

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

1 With the exception of wind and solar generation, the amount represents generation capacity during the summer months (planning year 2023 capacity as reported to MISO and limited by interconnection service limits).

For wind and solar generation, the amount represents installed capacity during the summer months, except for Heartland Farms Wind Project, which began operation in December 2023.

2 Consumers plans to retire these generating units in 2025.

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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.

4 Consumers retired these generating units in June 2023.

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

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The pumped-storage facility consumes electricity to pump water during off-peak hours for storage in order to generate electricity later during peak‑demand hours.

7 Consumers completed the purchase of this facility in May 2023.

8 Represents purchases under long-term PPAs.

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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.

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Owned generation

Coal 10,217 10,861 7,960

Gas 11,221 6,684 5,555

Coal 6,884 10,217 10,861

Renewable energy 1,993 2,217 1,974

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Gas generation 7,244 7,182 5,862

Nuclear generation 2,692 6,901 6,898

Renewable energy generation 2,585 2,441 2,408

Coal generation 318 500 494

Nuclear generation 3

— 2,692 6,901

Net interchange power 4

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2 Represents purchases under long-term PPAs.

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

4 Represents purchases from the MISO energy market.

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

During 2022, 29 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 10,217 GWh of electricity.

During 2023, 33 percent of the energy Consumers provided to customers was generated by its natural gas‑fueled generating units, which burned 83 bcf of natural gas and produced a combined total of 11,221 GWh of electricity.

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 Covert Generating Station and 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, Consumers holds gas transportation contracts to transport to the plant gas that Consumers or an agent purchase from the market.

During 2023, 20 percent of the energy Consumers provided to customers was generated by its coal-fueled generating units, which burned four million tons of coal and produced a combined total of 6,884 GWh of electricity.

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

At December 31, 2022, Consumers had future commitments to purchase coal through 2024;

At December 31, 2023, Consumers had future commitments to purchase coal during 2024 and 2025;

payment obligations under these contracts totaled $56 million.

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payment obligations under these contracts totaled $213 million at December 31, 2023.

During 2022, 19 percent of the energy Consumers provided to customers was generated by its natural gas‑fueled generating units, which burned 49 bcf of natural gas and produced a combined total of 6,684 GWh of electricity.

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

Electric Utility Competition:

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At December 31, 2023, electric deliveries under the ROA program were at the ten‑percent limit.

Of Consumers’ 1.9 million electric customers, fewer than 300, or 0.02 percent, purchased electric generation service under the ROA program.

Fewer than 300 of Consumers’ electric customers purchased electric generation service under the ROA program.

For additional information, see Item 7.

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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.

Consumers plans to reduce methane emissions from its system by about 80 percent, from 2012 baseline levels, by accelerating the replacement of aging pipe, rehabilitating or retiring outdated infrastructure, and adopting new technologies and practices.

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

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Presented in the following illustration are the supply arrangements for the gas Consumers delivered to GCC and GCR customers during 2023:

Firm gas transportation or firm city-gate contracts are those that define a fixed amount, price, and delivery time frame.

Firm city-gate and firm gas transportation contracts are those that define a fixed amount, price, and delivery time frame.

Consumers’ firm gas transportation contracts are with Panhandle Eastern Pipe Line Company and Trunkline Gas Company, LLC, each a non‑affiliated company.

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Dearborn, Michigan 100 Natural gas 770 5,178

Jackson County, Arkansas 2

100 Solar 180 62

Gaylord, Michigan 100 Natural gas 134 10

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The amount of capacity relating to CMS Energy’s ownership interest was 1,658 MW and net generation relating to CMS Energy’s ownership interest was 7,130 GWh at December 31, 2023.

2 This project began operations in October 2023.

The operating revenue from independent power production was $64 million in 2023, $58 million in 2022, and $48 million in 2021.

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CMS Energy, Consumers, and their subsidiaries are subject to regulation by various federal, state, and local governmental agencies, including those described in the following sections.

If CMS Energy or Consumers failed to comply with applicable laws and regulations, they could become subject to fines, penalties, or disallowed costs, or be required to implement additional compliance, cleanup, or remediation programs, the cost of which could be material.

For more information on the potential impacts of government regulation affecting CMS Energy and Consumers, see Item 1A.

If CMS Energy, Consumers, or their subsidiaries failed to comply with applicable laws and regulations, they could become subject to fines, penalties, or disallowed costs, or be required to implement additional compliance, cleanup, or remediation programs, the cost of which could be material.

For more information on the potential impacts of government regulation affecting CMS Energy, Consumers, and their subsidiaries, see Item 1A.

Risk Factors, Item 7.

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FERC and NERC

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.

FERC also has limited jurisdiction over holding company matters with respect to CMS Energy.

FERC, in connection with NERC and with regional reliability organizations, also regulates generation and transmission owners and operators, load serving entities, purchase and sale entities, and others with regard to reliability of the bulk power system.

FERC regulates limited aspects of Consumers’ gas business, principally compliance with FERC capacity release rules, shipping rules, the prohibition against certain buy/sell transactions, and the price-reporting rule.

FERC also regulates certain aspects of Consumers’ electric operations, including compliance with FERC accounting rules, wholesale and transmission rates, operation of licensed hydroelectric generating plants, transfers of certain facilities, corporate mergers, and issuances of securities.

CMS Energy and its affiliates and subsidiaries are subject to regulation by FERC in a number of areas.

FERC regulates certain aspects of Consumers’ electric business, including, but not limited to, compliance with FERC accounting rules, wholesale electric and transmission rates, operation of licensed hydroelectric generating plants, corporate mergers and the sale and purchase of certain assets, issuance of securities, and conduct among affiliates.

FERC also regulates the tariff rules and procedures administered by MISO and other independent system operators/regional transmission organizations, including wholesale electric markets and interconnection of new generating facilities to the transmission system.

FERC, in connection with NERC and with regional reliability organizations, also regulates generation and transmission owners and operators, load-serving entities, and others with regard to reliability of the bulk power system.

FERC also regulates limited aspects of Consumers’ gas business, principally compliance with FERC capacity release rules, shipping rules, the prohibition of certain buy/sell transactions, and the price-reporting rule.

FERC also regulates holding company matters, interlocking directorates, and other issues affecting CMS Energy.

In addition, similar to FERC’s regulation of Consumers’ electric and gas businesses, FERC has jurisdiction over several independent power plants, PURPA-qualifying facilities, and exempt wholesale generators in which NorthStar Clean Energy has ownership interests, as well as over NorthStar Clean Energy itself, CMS ERM, CMS Gas Transmission, and DIG.

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.

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

Energy Legislation

In November 2023, Michigan enacted the 2023 Energy Law, which among other things:

• raises the renewable energy standard from the present 15-percent requirement to 50 percent by 2030 and 60 percent by 2035;

renewable energy generated anywhere within MISO may be applied to meeting this standard, with certain limitations

• sets a clean energy standard of 80 percent by 2035 and 100 percent by 2040;

low- or zero-carbon emitting resources, such as nuclear generation and natural gas generation coupled with carbon capture, are considered clean energy sources under this standard

• authorizes the MPSC to grant extensions of the clean energy or renewable energy standards deadlines if compliance is not practically feasible, would be excessively costly to customers, or would cause reliability issues

• increases the energy waste reduction requirement for electric utilities to achieve annual reductions in customers’ electricity use from the present one-percent reduction requirement to 1.5 percent beginning in 2026;

beyond this requirement, the law sets a goal of a two-percent reduction and requires that such goal be incorporated into in an electric utility’s integrated resource plan modeling scenarios

• increases the energy waste reduction requirement for gas utilities to achieve annual reductions in customers’ gas use from the present 0.75-percent reduction requirement to 0.875 percent beginning in 2026

• enhances existing incentives for energy efficiency programs and returns earned on competitively bid PPAs

• creates a new energy storage standard that requires electric utilities to file plans by 2029 to obtain new energy storage that will contribute to a Michigan target of 2,500 MW based on their pro rata share

• expands the statutory cap on distributed generation resources to ten percent

• expands the MPSC’s scope of considerations in integrated resource plans to include affordability, greenhouse gas emissions, environmental justice considerations, the effects on human health, and other environmental concerns

• provides the MPSC siting authority over large renewable energy projects

Consumers is required to file updates to its amended renewable energy plan before or in 2025 and its Clean Energy Plan before or in 2027.

Together, these updated plans will outline a path to meeting the requirements of the 2023 Energy Law by focusing on increasing the generation of renewable energy, deploying energy storage, helping customers use less energy, and offering demand response programs to reduce demand during critical peak times.

CMS Energy and Consumers Environmental Strategy and Compliance

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

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

Under its Clean Energy Plan, Consumers will eliminate the use of coal-fueled generation in 2025 and currently forecasts renewable energy capacity levels of over 60 percent in 2040.

For additional information on Consumers’ Clean Energy Plan, see Item 7.

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

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

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

Encompassing both its electric and gas businesses, Consumers has set a net-zero greenhouse gas emissions target by 2050.

This goal incorporates greenhouse gas emissions from Consumers’ natural gas delivery system, including suppliers and customers, and has an interim goal of reducing customer emissions by 20 percent by 2030.

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

CMS Energy’s and Consumers’ commitment to protecting the environment extends to advancing the principles of environmental justice in current and future operations.

These principles center on protecting communities impacted by the companies’ operations, especially those communities that are most vulnerable and may have suffered disparate impacts of environmental harm.

Advancing environmental justice comes in a variety of forms.

For example, Consumers has conducted an environmental justice analysis to help understand the environmental impacts of its clean energy transformation.

Similarly, Consumers is using an environmental justice screening tool provided by the State of Michigan in the planning of improvements to the electric distribution system, including prioritizing investments in more vulnerable communities.

A core tenet of environmental justice is inviting the input of the stakeholders in the local communities where CMS Energy and Consumers operate and invest.

The companies are committed to maintaining a transparent dialogue when developing projects, whether in new or existing areas of operation.

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.

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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.

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

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

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Full-time and part-time employees 8,356 9,073 9,122

Seasonal employees 1

Total employees 9,073 9,122 8,837

Full-time and part-time employees 8,144 8,879 8,927

Seasonal employees 1

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.

Seasonal employees work primarily during the construction season.

At December 31, 2023, unions represented 44 percent of CMS Energy’s employees and 45 percent of Consumers’ employees.

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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 OSHA recordable incident rate.

The recordable incident rate was 1.17 in 2022 and 1.54 in 2021.

The target recordable incident rate for 2023 is 1.07.

On an annual basis, CMS Energy and Consumers set various safety goals tied to the OSHA recordable incident rate and high-risk injuries.

The companies’ OSHA recordable incident rate was 1.48 in 2023 and 1.17 in 2022.

The target recordable incident rate for 2024 is 0.96, which, if achieved, would place Consumers within the first quartile of its EEI peer group.

Over the last ten years, Consumers’ OSHA recordable incident rate has decreased by 20 percent.

High-risk injuries encompass all recordable and non-recordable incidents with the potential for serious injury or fatality.

In 2023, the companies recorded ten high-risk injuries, achieving their goal of less than 20 high-risk injuries.

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

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

The first two areas listed below focus on creating an environment that attracts and retains top talent and ensuring that all co-workers can thrive and contribute to the companies’ mission and purpose.

• Cultivating a Purpose-driven Culture:

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, 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.

who work for firms with widely respected reputations.

CMS Energy and Consumers have a goal to achieve a first-quartile empowerment index score by 2030.

This goal aims to ensure all co-workers understand how their work contributes to CMS Energy’s and Consumers’ key strategic goals.

• 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, 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, 2022, the employee experience index was 54 percent;

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

To measure progress toward a breakthrough employee experience, CMS Energy and Consumers assess engagement, empowerment, and diversity, equity, and inclusion efforts using the companies’ culture index.

For the year ended December 31, 2023, the companies attained a score of 61 percent positive sentiment for engagement, 48 percent positive sentiment for empowerment, and 65 percent positive sentiment for diversity, equity, and inclusion.

CMS Energy and Consumers aim to enhance these scores by two percentage points year over year.

• Building Skill Sets at Scale:

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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.

In 2023, CMS Energy and Consumers launched two new leadership development programs for mid-level and front-line leaders.

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.

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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.

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

these groups are, by date of origin:

• the Women’s Advisory Panel, contributing to the achievement of the corporate strategy by supporting the retention, development, and success of women

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

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

these groups are:

• Women in Energy, working toward an inclusive place for all women in the fields they have chosen, from front line to management

• the Minority Advisory Panel, promoting a culture of diversity and inclusion among all racial and ethnic minorities through education, leadership, development, and networking

• the Women’s Engineering Network, connecting and empowering women in the science, technology, engineering, and mathematics fields, while building capabilities to support company objectives

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

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Vice President 11/2018 – 2/2022

Executive Director, Quality

7/2017 – 11/2018

Hendrian (age 55)

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The list of directors and their biographies will be included in CMS Energy’s and Consumers’ definitive proxy statement for their 2024 Annual Meetings of Shareholders to be held May 3, 2024.

The term of office of each of the executive officers extends to the first meeting of each of the Boards of Directors of CMS Energy and Consumers after the next annual election of Directors of CMS Energy and Consumers (to be held on May 5, 2023).

The term of office of each of the executive officers extends to the first meeting of the Board after the next annual election of Directors of CMS Energy and Consumers (to be held on May 3, 2024).

Available Information

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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, 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