8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) February 2, 2023

Commission	Registrant; State of Incorporation;	IRS Employer
File Number	Address; and Telephone Number	Identification No.
1-9513	CMS ENERGY CORPORATION (A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550	38-2726431
1-5611	CONSUMERS ENERGY COMPANY (A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550	38-0442310

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange  on which registered
CMS Energy Corporation Common Stock, $0.01 par value	CMS	New York Stock Exchange
CMS Energy Corporation 5.625% Junior Subordinated Notes due 2078	CMSA	New York Stock Exchange
CMS Energy Corporation 5.875% Junior Subordinated Notes due 2078	CMSC	New York Stock Exchange
CMS Energy Corporation 5.875% Junior Subordinated Notes due 2079	CMSD	New York Stock Exchange
CMS Energy Corporation, Depositary Shares, each representing a 1/1,000th interest in a share of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C	CMS PRC	New York Stock Exchange
Consumers Energy Company Cumulative Preferred Stock, $100 par value: $4.50 Series	CMS-PB	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company:  CMS Energy Corporation ¨        Consumers Energy Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. CMS Energy Corporation ¨ Consumers Energy Company ¨

Item 2.02. Results of Operations and Financial Condition.

On February 2, 2023, CMS Energy Corporation (“CMS Energy”) issued a News Release, in which it announced its 2022 results. Attached as Exhibit 99.1 to this report and incorporated herein by reference is a copy of the CMS Energy News Release, furnished as a part of this report.

Exhibit 99.1 contains certain financial measures that are considered “non-GAAP financial measures” as defined in Securities and Exchange Commission rules. Other than forward-looking earnings guidance, Exhibit 99.1 contains a reconciliation of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, business optimization initiative, changes in accounting principles, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses from mark-to-market adjustments, recognized in net income related to NorthStar Clean Energy’s interest expense, or other items. Management views adjusted earnings as a key measure of the company’s present operating financial performance and uses adjusted earnings for external communications with analysts and investors. Internally, the company uses adjusted earnings to measure and assess performance. Because CMS Energy is not able to estimate the impact of specific line items, which have the potential to significantly impact, favorably or unfavorably, reported earnings in future periods, Exhibit 99.1 does not contain reported earnings guidance nor a reconciliation for the comparable future period earnings. The adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for the reported earnings. All references to net income refer to net income available to common stockholders and references to earnings per share are on a diluted basis.

Item 7.01. Regulation FD Disclosure.

The information set forth in the CMS Energy News Release dated February 2, 2023, attached as Exhibit 99.1, is incorporated by reference in response to this Item 7.01.

CMS Energy will hold a webcast to discuss its 2022 results and provide a business and financial outlook on February 2 at 9:30 a.m. (ET). A copy of the CMS Energy presentation is furnished as Exhibit 99.2 to this report. A webcast of the presentation will be available on the CMS Energy website, www.cmsenergy.com.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.  

	Exhibit Index
99.1	CMS Energy News Release dated February 2, 2023
99.2	CMS Energy presentation dated February 2, 2023
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

		CMS ENERGY CORPORATION
Dated: February 2, 2023	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer
		CONSUMERS ENERGY COMPANY
Dated: February 2, 2023	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

 

CMS Energy Announces Strong 2022 Results for the 20^th Consecutive Year and Raises 2023 Adjusted EPS Guidance

JACKSON, Mich., Feb. 2, 2023 – CMS Energy announced today reported earnings per share of $2.85 for 2022, compared to $4.66 per share for 2021. The company’s adjusted earnings per share for 2022 were $2.89, compared to $2.65 for 2021. CMS Energy also announced the increase of its annual dividend by 11 cents per share to $1.95 for 2023.

CMS Energy raised its 2023 adjusted earnings guidance to $3.06 to $3.12 per share, from $3.05 to $3.11 per share* (*See below for important information about non-GAAP measures) and reaffirmed long-term adjusted EPS growth of 6 to 8 percent, with continued confidence toward the high end of the adjusted EPS growth range.

“CMS Energy has delivered two decades of industry leading financial performance and our strong results in 2022 have positioned the company well for 2023,” said Garrick Rochow, President and CEO of CMS Energy and Consumers Energy. “Our commitment remains steadfast to our customers, communities and investors as we deliver across the triple bottom line.”

CMS Energy (NYSE: CMS) is a Michigan-based energy provider featuring Consumers Energy as its primary business. It also owns and operates independent power generation businesses.

# # #

CMS Energy will hold a webcast to discuss its 2022 year-end results and provide a business and financial outlook on Thursday, February 2 at 9:30 a.m. (EST). To participate in the webcast, go to CMS Energy’s homepage (cmsenergy.com) and select “Events and Presentations.”

Important information for investors about non-GAAP measures and other disclosures.

This news release contains non-Generally Accepted Accounting Principles (non-GAAP) measures, such as adjusted earnings. All references to net income refer to net income available to common stockholders and references to earnings per share are on a diluted basis. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, business optimization initiative, changes in accounting principles, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses from mark-to-market adjustments recognized in net income related to NorthStar Clean Energy’s interest expense, or other items. Management views adjusted earnings as a key measure of the company’s present operating financial performance and uses adjusted earnings for external communications with analysts and investors. Internally, the company uses adjusted earnings to measure and assess performance. Because the company is not able to estimate the impact of specific line items, which have the potential to significantly impact, favorably or unfavorably, the company’s reported earnings in future periods, the company is not providing reported earnings guidance nor is it providing a reconciliation for the comparable future period earnings. The company’s adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for the reported earnings. 

This news release contains “forward-looking statements.” The forward-looking statements are subject to risks and uncertainties that could cause CMS Energy’s and Consumers Energy’s results to differ materially. All forward-looking statements should be considered in the context of the risk and other factors detailed from time to time in CMS Energy’s and Consumers Energy’s Securities and Exchange Commission filings. 

Investors and others should note that 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 more information on CMS Energy, please visit our website at cmsenergy.com. To sign up for email alert notifications, please visit the Investor Relations section of our website.

Media Contacts: Katie Carey, 517/740-1739

Investment Analyst Contact: Travis Uphaus, 517/817-9241

2

Page 1 of 3

CMS ENERGY CORPORATION

Consolidated Statements of Income

(Unaudited)

	In Millions, Except Per Share Amounts
	Three Months Ended						Twelve Months Ended
	12/31/22			12/31/21			12/31/22			12/31/21
Operating revenue	$	2,278		$	2,033		$	8,596		$	7,329
Operating expenses		2,007			1,829			7,372			6,183
Operating Income		271			204			1,224			1,146
Other income		52			41			197			177
Interest charges		139			126			519			500
Income Before Income Taxes		184			119			902			823
Income tax expense		21			5			93			95
Income From Continuing Operations		163			114			809			728
Income from discontinued operations, net of tax		-			520			4			602
Net Income		163			634			813			1,330
Loss attributable to noncontrolling interests		(8	)		(5	)		(24	)		(23	)
Net Income Attributable to CMS Energy		171			639			837			1,353
Preferred stock dividends		3			2			10			5
Net Income Available to Common Stockholders	$	168		$	637		$	827		$	1,348
Diluted Earnings Per Average Common Share
Income from continuing operations per average common share available to common stockholders	$	0.58		$	0.40		$	2.84		$	2.58
Income from discontinued operations per average common share available to common stockholders		-			1.80			0.01			2.08
Diluted earnings per average common share	$	0.58		$	2.20		$	2.85		$	4.66

Page 2 of 3

CMS ENERGY CORPORATION

Summarized Consolidated Balance Sheets

(Unaudited)

	In Millions
	As of
	12/31/22		12/31/21
Assets
Current assets
Cash and cash equivalents	$	164	$	452
Restricted cash and cash equivalents		18		24
Other current assets		3,251		2,151
Total current assets		3,433		2,627
Non-current assets
Plant, property, and equipment		22,713		22,352
Other non-current assets		5,207		3,774
Total Assets	$	31,353	$	28,753
Liabilities and Equity
Current liabilities (1)	$	1,866	$	1,822
Non-current liabilities (1)		7,583		7,269
Capitalization
Debt and finance leases (excluding securitization debt) (2)
Debt and finance leases (excluding non-recourse and securitization debt)		14,139		12,200
Non-recourse debt		-		76
Total debt and finance leases (excluding securitization debt)		14,139		12,276
Preferred stock and securities		224		224
Noncontrolling interests		580		557
Common stockholders’ equity		6,791		6,407
Total capitalization (excluding securitization debt)		21,734		19,464
Securitization debt (2)		170		198
Total Liabilities and Equity	$	31,353	$	28,753

⁽¹⁾ Excludes debt and finance leases.

⁽²⁾ Includes current and non-current portions.

CMS ENERGY CORPORATION

Summarized Consolidated Statements of Cash Flows

(Unaudited)

	In Millions
	Twelve Months Ended
	12/31/22			12/31/21
Beginning of Period Cash and Cash Equivalents, Including Restricted Amounts	$	476		$	185
Net cash provided by operating activities		855			1,819
Net cash used in investing activities		(2,476	)		(1,233	)
Cash flows from operating and investing activities		(1,621	)		586
Net cash provided by (used in) financing activities		1,327			(295	)
Total Cash Flows	$	(294	)	$	291
End of Period Cash and Cash Equivalents, Including Restricted Amounts	$	182		$	476

Page 3 of 3

CMS ENERGY CORPORATION

Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income

(Unaudited)

	In Millions, Except Per Share Amounts
	Three Months Ended						Twelve Months Ended
	12/31/22			12/31/21			12/31/22			12/31/21
Net Income Available to Common Stockholders	$	168		$	637		$	827		$	1,348
Reconciling items:
Disposal of discontinued operations gain		-			(665	)		(5	)		(657	)
Tax impact		-			145			1			143
Discontinued operations income		-			-			-			(115	)
Tax impact		-			-			-			27
Other exclusions from adjusted earnings**		9			*			8			(1	)
Tax impact		(2	)		(*)			(2	)		*
Loss on fleet impairment		-			29			-			29
Tax impact		-			(7	)		-			(7	)
Voluntary separation program		1			-			12			-
Tax impact		(*)			-			(3	)		-
Adjusted net income – non-GAAP	$	176		$	139		$	838		$	767
Average Common Shares Outstanding - Diluted		290.1			289.7			290.0			289.5
Diluted Earnings Per Average Common Share
Reported net income per share	$	0.58		$	2.20		$	2.85		$	4.66
Reconciling items:
Disposal of discontinued operations gain		-			(2.30	)		(0.01	)		(2.27	)
Tax impact		-			0.50			*			0.49
Discontinued operations income		-			-			-			(0.39	)
Tax impact		-			-			-			0.09
Other exclusions from adjusted earnings**		0.03			*			0.03			(*)
Tax impact		(0.01	)		(*)			(0.01	)		*
Loss on fleet impairment		-			0.10			-			0.10
Tax impact		-			(0.03	)		-			(0.03	)
Voluntary separation program		*			-			0.04			-
Tax impact		(*)			-			(0.01	)		-
Adjusted net income per share – non-GAAP	$	0.60		$	0.47		$	2.89		$	2.65

*	Less than $0.5 million or $0.01 per share.
**	Includes restructuring costs, business optimization initiative, and unrealized gains or losses from mark-to-market adjustments, recognized in net income related to NorthStar Clean Energy’s interest expense.

Management views adjusted (non-Generally Accepted Accounting Principles) earnings as a key measure of the Company’s present operating financial performance and uses adjusted earnings for external communications with analysts and investors. Internally, the Company uses adjusted earnings to measure and assess performance. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, business optimization initiative, changes in accounting principles, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses from mark-to-market adjustments, recognized in net income related to NorthStar Clean Energy’s interest expense, or other items. The adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for reported earnings.

EX-99.2

Exhibit 99.2

2022 Year End Results and Outlook February 2 , 2023 Leading the CLEAN ENERGY TRANSFORMATION

2 Enter “so what” if necessary – Century Gothic, Bold, Size 18 or smaller This presentation is made as of the date hereof and contains “forward - looking statements” as defined in Rule 3b - 6 of the Securit ies Exchange Act of 1934, Rule 175 of the Securities Act of 1933, and relevant legal decisions. The forward - looking statements are subject to risks and uncertainties. All forward - looking statements should be considered in the context of the risk and other factors detailed from time to time in CMS E nergy’s and Consumers Energy’s Securities and Exchange Commission filings. Forward - looking statements should be read in conjunction with “FO RWARD - LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections of CMS Energy’s and Consumers Energy’s most recent Form 10 - K and as upda ted in reports CMS Energy and Consumers Energy file with the Securities and Exchange Commission. CMS Energy’s and Consumers Energy’ s “ FORWARD - LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections are incorporated herein by reference and discuss important fa cto rs that could cause CMS Energy’s and Consumers Energy’s results to differ materially from those anticipated in such statements. CMS Ene rgy and Consumers Energy undertake no obligation to update any of the information presented herein to reflect facts, events or circumstances af ter the date hereof. The presentation also includes non - GAAP measures when describing CMS Energy’s results of operations and financial performance. A reconciliation of each of these measures to the most directly comparable GAAP measure is included in the appendix and posted on our website at www.cmsenergy.com. Investors and others should note that CMS Energy routinely posts important information on its website and considers the Inves tor Relations section, www.cmsenergy.com/investor - relations, a channel of distribution. Presentation endnotes are included after the appendix. 2

3 Investment Thesis . . . . . . is simple, clean and lean. Infrastructure Renewal Constructive Legislation Strong Cash Flow & Balance Sheet Clean Energy Leader Diversified Service Territory Two decades of industry - leading financial performance Affordable Prices Industry - leading net zero commitments Excellence through the Top - tier regulatory jurisdiction a Premium total shareholder r eturn 6% to 8% adjusted EPS growth + ~3% dividend yield Presentation endnotes are included after the appendix. x x x x

4 2022 Successes . . . . . . delivering across the Triple Bottom Line. Presentation endnotes are included after the appendix. • Delivered adjusted EPS of $2.89 – at the high end of guidance range • Increased annual dividend per share to $1.95, 17 th increase in as many years • Delivered $58M of cost savings by leveraging the CE Way • Constructive outcomes in IRP, g as r ate c ase and electric r ate c ase settlements • $47M of regulatory mechanisms to support vulnerable customers and infrastructure investments Profit • #1 utility for America’s Best Employers for Women and a top utility for Best Employers for Diversity by Forbes® • 1 st quartile customer experience a • >$100M of customer assistance to help keep bills affordable • ~$560M in customer benefits from owned generation vs. MISO market • 230 MW of incremental load, adding ~6.3K jobs and >$8B of investment in MI • 5 - yr goal to double spend with diverse suppliers achieved 1 year ahead of plan • 2021 IRP approved – exit coal & achieve ~60% carbon emissions reduction in 2025 b ; 8 GW of solar, 550 MW of storage and 2.5 GW of demand - side resources by 2040 • Commitment to achieve net zero GHG emissions by 2050 for our entire business • >$250M of gas infrastructure capex resulting in 448MT of methane reduction • Achieved subscription to build 1 st tranche of Voluntary Green Pricing program; >300 MW, >$450M capex • Announced goal to power >1M EVs by 2030 People Planet

5 Commentary Amount Financial Results & Outlook . . . . . . reflect strong growth and build momentum for 2023 and beyond. Long - Term Outlook 2023 Full - Year Outlook 2022 Full - Year Results Adjusted EPS $2.89 High end of guidance Adjusted EPS Guidance Annual Dividend Per Share $3.06 – $3.12 $1.95 Toward the high end Up 11¢ Adjusted EPS Growth Dividend Per Share Growth 5 - yr Capital Plan ($B) +6% to +8% +6% to +8% $15.5 Toward the high end Committed to growth Up $1.2 $15.5 $3.06 – $3.12

6 39% 20% 41% Updated Customer Investment Plan . . . . . . delivers benefits for customers and investors. New Utility Investment Plan Rate Base Growth Presentation endnotes are included after the appendix. Clean Energy Generation Electric Distribution & Other Gas Utility $15.5B ’23 – ’27 59% Electric utility investment x EWR incentives x FCM on PPAs x 10.7% wind RPS x NorthStar Other Growth Drivers b 2022 2027 ~$22½B ~$32B >7%/ yr a ~40% of investments support the Clean Energy Transformation

7 2023 Michigan’s Strong Regulatory Environment . . . . . . is ranked top - tier a and ensures forward - looking visibility. 2022 Integrated Resource Plan (IRP) Electric Q2 2023: File Rate Case Presentation endnotes are included after the appendix. Q4 2023: Expected Final Order Dec. 22 nd : Settlement Filed $161M, 9.9% ROE U - 21224 x x Jun. 23 rd : Settlement Approved U - 21090 Jul. 7th: Settlement Approved $170M, 9.9% ROE U - 21148 x Supportive Energy Law • Timely recovery of investments x Forward - looking test years x 10 - month rate cases x Earn authorized ROEs x Monthly fuel adjustment trackers (PSCR/GCR) • Supportive incentives x Constructive ROEs x 10.7% ROE for Renewable Portfolio Standard x Energy efficiency incentive (>$50M/yr) x FCM adder on PPAs • Appointed Commissioners Gas Q4 2022: Filed Rate Case Jan. 19 th Approved

8 De - risking Inflationary Pressures . . . . . . with opportunities for near - and long - term customer savings. Presentation endnotes are included after the appendix. Near - term Risk Mitigation Episodic Cost Savings x Executed 5 - yr union contracts in 2020 (>40% unionized) x ~95% non - union retention rate a x Manageable supply chain risk x ~90% of material costs capitalized x Modular solar build - out x Owned generation hedges market volatility x Manageable power supply costs x Leverage gas storage assets Labor Materials Commodities Global Risks Countermeasures 2022 2023 2025 2025 Palisades retirement Karn 1&2 coal unit retirements b MCV contract change Campbell coal unit retirements b > $90M $30M >$60M >$60M Year Event Savings >$200M identified future cost savings ~ $150M in savings since 2020

9 2021 2022 Reported EPS $2.20 $0.58 Adjustments a ( 1.73 ) 0.02 Adjusted EPS a $0.47 Adjusted EPS by Segment Full Year 2022 Results . . . Fourth Quarter . . . reflect adjusted EPS growth at the high end . 2021 2022 Reported EPS $4.66 $2.85 Adjustments a ( 2.01 ) 0.04 Adjusted EPS a $2.65 [5X Utility NorthStar Parent Total Adjusted EPS $ 0.60 Presentation endnotes are included after the appendix. 2022 $3.31 0. 12 ( 0. 54 ) $ 2.89 $ 2.89

10 Actual 2022 Objectives Achieved . . . . . . d elivering benefits for customers AND investors. Presentation endnotes are included after the appendix. Adjusted EPS guidance DPS growth guidance Target credit ratings Utility investment ($B) Planned equity issuance ($M) $2.85 – $2.89 +6% to +8% Solid investment grade $2 .6 None Objectives $2.89 $1.95 (up 6% ) Solid investment grade $2.5 Settled $55M of forwards FFO/Debt target: Mid - teens a FFO/Debt target: Mid - teens a Contracted Covert financing ~$439M High end of guidance x x x x x Settle $55M of contracted equity forwards +11¢

11 2023 Guidance Offers Continued Growth . . . . . . off 2022 actual performance. Utility NorthStar Parent Consolidated EPS $3.48 – $3.52 0.13 – 0.16 (0.55) – (0.56) $ 3 .06 – $ 3 .12 Adjusted EPS Toward the high end

12 2023 Adjusted EPS Growth Range . . . . . . managing through COVID - 19 risks. 2022 Normal Weather Rates & Investment Cost Savings & Productivity Usage, Non-Utility, Tax & Other 2023 19 ¢ – 25¢ 14 ¢ 4¢ (20)¢ $2.89 a . . . reflects another year of premium growth. $3.06 - $3.12 a Favorable 2022 weather reinvested Presentation endnotes are included after the appendix.

13 Near - and Long - Term Objectives . . . . . . p rovide sustainable benefits for customers AND investors. Presentation endnotes are included after the appendix. Adjusted EPS guidance DPS growth guidance Target credit ratings Utility investment ($B) Planned equity issuance ($M) $ 3.06 – $3.12 +6% to +8% Solid investment grade $3.7 Settle ~$439M of contracted equity forwards (Covert) 2023 +6% to +8% +6% to +8% Solid investment grade $15.5 No equity until 2025 Long - Term Plan FFO/Debt target: Mid - teens a FFO/Debt target: Mid - teens a Up to $350M/ yr in 2025 - 2027 Toward the high end 2023 - 2027 Toward the high end Targeting ~60% payout ratio

14 Plan YTD ($M) ($M) Consumers Energy: First Mortgage Bonds Securitization $1,970 688 $825 -- CMS Energy: Contracted Equity (issued) 439 -- Retirements (incl. term loans): Consumers Energy 1,625 500 CMS Energy -- -- Existing Facilities $1,100M (Dec - 2027) $550M (Dec - 2027) $250M (Nov - 2024) Consumers Energy CMS Energy Financings 2023 Planned Financings . . . . . . fund customer investment and provide ample liquidity. Presentation endnotes are included after the appendix. ~$ 1.9 B a of net liquidity

15 2023 Sensitivities . . . . . . r eflect effective risk mitigation. Presentation endnotes are included after the appendix. Full - Year Impact Sensitivity Adj. EPS OCF Sales a Electric (~37,000 GWh) Gas (~311 Bcf) + + 1% 1 + + ( ¢) 7 4 + + ($M) 27 16 Gas Prices + 50 ¢ + 0 + 60 Utility Earned ROE Electric Gas + + 10 bps 10 + + 2 1 + + 8 5 Interest Rates + 25 bps 1 1 Effective Tax Rate (19%) + 100 bps 3 0 + + + + Electric Residential Commercial Industrial 4¢ 2½ 3 ¢ (1% Full Year Δ in Volume) 2023 Adj. EPS Sensitivities Gas ½ ~½ ~½ Impact Electric ~$6½/ mo ($10/MWh) Electric PSCR Residential Bill Sensitivity Impact Gas ($1/Mcf) Gas Price Residential Bill Sensitivity ~$7½/ mo <

16 Recession Industry - Leading Financial Performance . . . . . . for two decades, regardless of conditions. 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023+ Recession Adjusted EPS a Dividend +6% to +8% Weather Help Hurt Cold winter Mild summer Hot summer Warm winter Mild summer Cold winter Summer - less Hot summer Hot summer Warm winter Mild summer Polar vortex Cold Feb warm Dec Warm winter Warm winter Hot summer Storms Hot summer Storms Governor (D) Governor (R) Governor (D) Commission (D) Commission (D) Commission (R) Commission (I) Commission (D) Dave Joos John Russell Patti Poppe K. Whipple Recession / Pandemic Presentation endnotes are included after the appendix. Hot summer Garrick Rochow

17 17 Q&A Thank You!

18 18 Appendix

19 2022 Adjusted EPS . . . . . . managing through COVID - 19 risks. 2021 Weather Rates & Investment Customer Intiatives & Normalized Storms Usage, Non-Utility, Tax & Other 2022 (12 ) ¢ 12¢ 3¢ 21 ¢ $2.65 a . . . reflects another year of premium growth . $2.89 a 2021 2022 Reported EPS $4.66 $2.85 Adjustments a ( 2.01 ) 0.04 Adjusted EPS a $ 2.65 $ 2.89 Full Year EPS Results 2021 2022 Utility $3.07 $3.31 NorthStar 0.08 0.12 Parent (0.50) (0.54) Total Adj. EPS $2.65 $2.89 EPS by Segment Presentation endnotes are included after the appendix.

20 DIG (750 MW) & Peakers (200 MW) . . . . . . supports the Plan with future upside opportunities 0 10 20 30 40 50 60 2022A 2023E 2025+ 2025+ Opportunities ~$55M ~$30M ~$30M ~$40M Pre - Tax Income (M) +$ 25 M + $1 0 M Capacity Price ($/kw - mo ) ~$3.00 ~$3.00 $4.50 $7.50 Capacity Available 0% 0% >50% >50% $

21 Utility Sales Remain Strong . . . . . . w ith supportive economic backdrop in Michigan. Weather - Normalized Electric Deliveries a Residential Commercial Industrial Total (1.0)% 1.7 % 2.7 % b 0.8 % b Presentation endnotes are included after the appendix. (2022 vs. 2021) Economic Development Electric Customers Gas Customers >½ % >½ % (5 - Yr Avg. Customer Count) Residential Customer Growth 2017 – 2022 2016 2017 2018 2019 2020 2021 2022 105 MW 126 MW 75 MW 45 MW 101 MW 69 MW Attracted > 75 0 MW of new or expanding business to our service territory since 2015 • $1B of state incentives • New energy intensive economic development rate Policy Support 230 MW

22 . Ratings Drivers Credit Metrics Maintained . . . Consumers Energy CMS Energy • Strong financial position • Growing operating cash flow • Constructive return on regulated investment • Supportive regulatory environment • Lower business risk Senior Secured Commercial Paper Outlook Senior Unsecured Junior Subordinated Outlook Last Review A A - 2 Stable BBB BBB - Stable Oct. 2022 A1 P - 2 Stable Baa2 Baa3 Stable May 2022 A+ F - 2 Stable BBB BB+ Stable Jan. 2023 S&P Moody’s Fitch . . . at solid investment - grade levels. x x x

23 Operating Cash Flow . . . . . . remains strong and supports our capital plan. Presentation endnotes are included after the appendix. 2022 2023 2024 2025 2026 2027 NOLs a & Credits Adjusted Operating Cash Flow $0.4 $0.5 $0.5 $ 0.5 $ 0.4 $ 0.5 Amount ($B) Year ~$1½B ~$2½B 2018 - 2022 Average 2023 - 2027 Plan Average ~$12½B in aggregate ~$ 7½ B in aggregate

24 Utility Customer Investment Plan Enter “so what” if necessary – Century Gothic, Bold, Size 18 or smaller 24 Clean Energy Generation Electric Distribution, Covert & Other Gas Utility Total Depreciation & Amortization $0.7 1.8 1.2 $ 3.7 $ 1.1 2027 $0.5 1.1 1.3 $ 2.9 $ 1.4 2024 2025 2026 Total 2023 $ 0.5 1.1 1.2 $ 2.8 $ 1.5 $0.8 1.1 1.3 $ 3.2 $ 1.3 $0.6 1.0 1.3 $ 2.9 $ 1.2 5 - Year Plan ($B) 59% Electric utility investment $3.1 6.1 6.3 $ 15.5 $ 6.5

25 25 Endnotes

26 26 Slide 3: a UBS Research, 2022 state rankings and D.C Slide 4: a Source : quartile ranges from CXI Forrester Index, top quartile across all industries b Carbon emission reduction from 2005 base Slide 6: a Assumes $22½B rate base in 2022, $32B in 2027, CAGR b Over plan period years 2023 - 2027, adjusted EPS growth Slide 7: a UBS Research, 2022 state rankings and D.C Slide 8: a Consumers Energy, non - union employees, average 5 - yr retention rate b Adjusted O&M savings, excludes potential fuel savings Slide 9: a See GAAP reconciliation on slide 30 Slide 10: a Mid - teens, as calculated by rating agencies Slide 12: a Adjusted EPS Slide 13: a Mid - teens, as calculated by rating agencies Slide 14: a $1,806M in available revolvers + $119M of unrestricted cash Slide 15: a Reflects 2023 sales forecast; weather - normalized Slide 16: a Excludes discontinued operations Slide 19: a See GAAP reconciliation on slide 30 Slide 21: a 2022 year over year change in GWh, excludes ROA and other b Excludes one large, low - margin industrial customer Slide 23: a After - tax Presentation Endnotes

27 27 GAAP Reconciliation CMS Energy provides historical financial results on both a reported (GAAP) and adjusted (non - GAAP) basis and provides forward - lo oking guidance on an adjusted basis. During an oral presentation, references to “earnings” are on an adjusted basis. All references to net income refer to net income availa ble to common stockholders and references to earnings per share are on a diluted basis. Adjustments could include items such as discontinued operations, asset sales, impairm ents, restructuring costs, business optimization initiative, changes in accounting principles, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses from mark - to - market adjustments, recognized in net income related to NorthStar Clean Energy’s interest expense, or other items. Management views adjusted earnin gs as a key measure of the company’s present operating financial performance and uses adjusted earnings for external communications with analysts and investors. Inte rnally, the company uses adjusted earnings to measure and assess performance. Because the company is not able to estimate the impact of specific line items, which have the po tential to significantly impact, favorably or unfavorably, the company's reported earnings in future periods, the company is not providing reported earnings guidance nor i s i t providing a reconciliation for the comparable future period earnings. The adjusted earnings should be considered supplemental information to assist in understanding our bu sin ess results, rather than as a substitute for the reported earnings.

28 CMS ENERGY CORPORATION Reconciliation of GAAP Cash Flows from Operating Activities to Non - GAAP Adjusted Cash Flows from Operating Activities (Unaudited) 2017 2018 2019 2020 2021 2022 Cash Flows from Operating Activities 1,705$ 1,703$ 1,790$ 1,276$ 1,819$ 855$ Adjustments - Discretionary Pension Contributions - 240 - 700 - - Adjustments - EnerBank Operating Cash Flows (52) (61) (89) (91) 24 - Non-GAAP Adjusted Cash Flows from Operating Activities 1,653$ 1,882$ 1,701$ 1,885$ 1,843$ 855$

29 CMS ENERGY CORPORATION Reconciliation of GAAP EPS to Non - GAAP Adjusted EPS by Segment (Unaudited) Electric Utility Reported net income per share $ 0.23 $ 0.21 $ 1.96 $ 1.95 Reconciling items: Other exclusions from adjusted earnings 0.02 - 0.02 - Tax impact (0.01) - (0.01) - Loss on fleet impairment - 0.07 - 0.07 Tax impact - (0.02) - (0.02) Voluntary separation program * - 0.03 - Tax impact (*) - (0.01) - Adjusted net income per share – non-GAAP $ 0.24 $ 0.26 $ 1.99 $ 2.00 Gas Utility Reported net income per share $ 0.48 $ 0.33 $ 1.30 $ 1.05 Reconciling items: Other exclusions from adjusted earnings 0.01 - 0.01 - Tax impact (*) - (*) - Loss on fleet impairment - 0.03 - 0.03 Tax impact - (0.01) - (0.01) Voluntary separation program * - 0.01 - Tax impact (*) - (*) - Adjusted net income per share – non-GAAP $ 0.49 $ 0.35 $ 1.32 $ 1.07 NorthStar Clean Energy Reported net income (loss) per share $ 0.03 $ (0.01) $ 0.12 $ 0.08 Reconciling items: Other exclusions from adjusted earnings - * (*) (*) Tax impact - (*) * * Voluntary separation program - - * - Tax impact - - (*) - Adjusted net income (loss) per share – non-GAAP $ 0.03 $ (0.01) $ 0.12 $ 0.08 Corporate Interest and Other Reported net loss per share $ (0.16) $ (0.13) $ (0.54) $ (0.50) Reconciling items: Other exclusions from adjusted earnings * * * (*) Tax impact (*) (*) (*) * Adjusted net loss per share – non-GAAP $ (0.16) $ (0.13) $ (0.54) $ (0.50) Discontinued Operations Reported net income per share $ - $ 1.80 $ 0.01 $ 2.08 Reconciling items: Disposal of discontinued operations gain - (2.30) (0.01) (2.27) Tax impact - 0.50 * 0.49 Discontinued operations income - - - (0.39) Tax impact - - - 0.09 Adjusted net income per share – non-GAAP $ - $ - $ - $ - Consolidated Reported net income per share $ 0.58 $ 2.20 $ 2.85 $ 4.66 Reconciling items: Disposal of discontinued operations gain - (2.30) (0.01) (2.27) Tax impact - 0.50 * 0.49 Discontinued operations income - - - (0.39) Tax impact - - - 0.09 Other exclusions from adjusted earnings 0.03 * 0.03 (*) Tax impact (0.01) (*) (0.01) * Loss on fleet impairment - 0.10 - 0.10 Tax impact - (0.03) - (0.03) Voluntary separation program * - 0.04 - Tax impact (*) - (0.01) - Adjusted net income per share – non-GAAP $ 0.60 $ 0.47 $ 2.89 $ 2.65 Average Common Shares Outstanding – Diluted 290.1 289.7 290.0 289.5 * Less than $0.01 per share. In Millions, Except Per Share Amounts Three Months Ended Twelve Months Ended 12/31/22 12/31/21 12/31/22 12/31/21

30 CMS ENERGY CORPORATION Reconciliation of GAAP Net Income to Non - GAAP Adjusted Net Income (Unaudited) Net Income Available to Common Stockholders $ 168 $ 637 $ 827 $ 1,348 Reconciling items: Disposal of discontinued operations gain - (665) (5) (657) Tax impact - 145 1 143 Discontinued operations income - - - (115) Tax impact - - - 27 Other exclusions from adjusted earnings** 9 * 8 (1) Tax impact (2) (*) (2) * Loss on fleet impairment - 29 - 29 Tax impact - (7) - (7) Voluntary separation program 1 - 12 - Tax impact (*) - (3) - Adjusted net income – non-GAAP $ 176 $ 139 $ 838 $ 767 Average Common Shares Outstanding Diluted 290.1 289.7 290.0 289.5 Diluted Earnings Per Average Common Share Reported net income per share $ 0.58 $ 2.20 $ 2.85 $ 4.66 Reconciling items: Disposal of discontinued operations gain - (2.30) (0.01) (2.27) Tax impact - 0.50 * 0.49 Discontinued operations income - - - (0.39) Tax impact - - - 0.09 Other exclusions from adjusted earnings** 0.03 * 0.03 (*) Tax impact (0.01) (*) (0.01) * Loss on fleet impairment - 0.10 - 0.10 Tax impact - (0.03) - (0.03) Voluntary separation program * - 0.04 - Tax impact (*) - (0.01) - Adjusted net income per share – non-GAAP $ 0.60 $ 0.47 $ 2.89 $ 2.65 * Less than $0.5 million or $0.01 per share. ** Includes restructuring costs, business optimization initiative, and unrealized gains or losses from mark-to-market adjustments, recognized in net income related to NorthStar Clean Energy's interest expense. Management views adjusted (non-Generally Accepted Accounting Principles) earnings as a key measure of the Company's present operating financial performance and uses adjusted earnings for external communications with analysts and investors. Internally, the Company uses adjusted earnings to measure and assess performance. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, business optimization initiative, changes in accounting principles, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses from mark-to-market adjustments, recognized in net income related to NorthStar Clean Energy’s interest expense, or other items. The adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for reported earnings. In Millions, Except Per Share Amounts Three Months Ended Twelve Months Ended 12/31/22 12/31/21 12/31/22 12/31/21

31 CMS ENERGY CORPORATION Reconciliation of GAAP Net Income to Non - GAAP Adjusted Net Income by Quarter (Unaudited) Net Income Available to Common Stockholders $ 351 $ 145 $ 163 $ 168 Reconciling items: Electric utility and gas utility - 11 (*) 10 Tax impact - (3) * (2) NorthStar Clean Energy (1) (*) - - Tax impact * * - - Corporate interest and other - * * * Tax impact - (*) (*) (*) Disposal of discontinued operations (gain) loss (5) * - - Tax impact 1 (*) - - Adjusted Net Income – Non-GAAP $ 346 $ 153 $ 163 $ 176 Average Common Shares Outstanding – Diluted 289.9 290.1 290.1 290.1 Diluted Earnings Per Average Common Share $ 1.21 $ 0.50 $ 0.56 $ 0.58 Reconciling items: Electric utility and gas utility - 0.04 (*) 0.03 Tax impact - (0.01) * (0.01) NorthStar Clean Energy (*) (*) - - Tax impact * * - - Corporate interest and other - * * * Tax impact - (*) (*) (*) Disposal of discontinued operations (gain) loss (0.01) * - - Tax impact * (*) - - Adjusted Diluted Earnings Per Average Common Share – Non-GAAP $ 1.20 $ 0.53 $ 0.56 $ 0.60 Net Income Available to Common Stockholders $ 349 $ 176 $ 186 $ 637 Reconciling items: Electric utility and gas utility - - - 29 Tax impact - - - (7) NorthStar Clean Energy (1) * (*) * Tax impact * (*) * (*) Corporate interest and other - (*) - * Tax impact - * - (*) Disposal of discontinued operations (gain) loss - 5 3 (665) Tax impact - (1) (1) 145 Discontinued operations income (43) (30) (42) - Tax impact 9 8 10 - Adjusted Net Income – Non-GAAP $ 314 $ 158 $ 156 $ 139 Average Common Shares Outstanding – Diluted 289.1 289.4 289.6 289.7 Diluted Earnings Per Average Common Share $ 1.21 $ 0.61 $ 0.64 $ 2.20 Reconciling items: Electric utility and gas utility - - - 0.10 Tax impact - - - (0.03) NorthStar Clean Energy (*) * (*) * Tax impact * (*) * (*) Corporate interest and other - (*) - * Tax impact - * - (*) Disposal of discontinued operations (gain) loss - 0.02 0.01 (2.30) Tax impact - (0.01) (*) 0.50 Discontinued operations income (0.15) (0.10) (0.14) - Tax impact 0.03 0.03 0.03 - Adjusted Diluted Earnings Per Average Common Share – Non-GAAP $ 1.09 $ 0.55 $ 0.54 $ 0.47 * Less than $0.5 million or $0.01 per share. In Millions, Except Per Share Amounts 2022 1Q 2Q 3Q 4Q In Millions, Except Per Share Amounts 2021 1Q 2Q 3Q 4Q

XML

Cover	Feb. 02, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 02, 2023
Entity File Number	1-9513
Entity Registrant Name	CMS ENERGY CORPORATION
Entity Central Index Key	0000811156
Entity Tax Identification Number	38-2726431
Entity Incorporation, State or Country Code	MI
Entity Address, Address Line One	One Energy Plaza
Entity Address, City or Town	Jackson
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	49201
City Area Code	517
Local Phone Number	788-0550
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	CMS Energy Corporation Common Stock, $0.01 par value
Trading Symbol	CMS
Security Exchange Name	NYSE
A 5.625 Junior Subordinated Notes Due 2078 Member
Document Information [Line Items]
Title of 12(b) Security	CMS Energy Corporation 5.625% Junior Subordinated Notes due 2078
Trading Symbol	CMSA
Security Exchange Name	NYSE
A 5.875 Junior Subordinated Notes Due 2078 Member
Document Information [Line Items]
Title of 12(b) Security	CMS Energy Corporation 5.875% Junior Subordinated Notes due 2078
Trading Symbol	CMSC
Security Exchange Name	NYSE
A 5.875 Junior Subordinated Notes Due 2079 Member
Document Information [Line Items]
Title of 12(b) Security	CMS Energy Corporation 5.875% Junior Subordinated Notes due 2079
Trading Symbol	CMSD
Security Exchange Name	NYSE
Depositary Shares, each representing a 1/1,000th interest in a share of 4.200% Member
Document Information [Line Items]
Title of 12(b) Security	CMS Energy Corporation, Depositary Shares, each representing a 1/1,000th interest in a share of 4.200%
Trading Symbol	CMS PRC
Security Exchange Name	NYSE
Consumers Energy Company Member
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 02, 2023
Entity File Number	1-5611
Entity Registrant Name	CONSUMERS ENERGY COMPANY
Entity Central Index Key	0000201533
Entity Tax Identification Number	38-0442310
Entity Incorporation, State or Country Code	MI
Entity Address, Address Line One	One Energy Plaza
Entity Address, City or Town	Jackson
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	49201
City Area Code	517
Local Phone Number	788-0550
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Consumers Energy Company Cumulative Preferred Stock, $100 par value: $4.50 Series
Trading Symbol	CMS-PB
Security Exchange Name	NYSE
Entity Emerging Growth Company	false