CMS 10-K Annual Report Dec. 31, 2022 | Alphaminr
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CMS 10-K Fiscal year ended Dec. 31, 2022

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Income Statement
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CMS ENERGY CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 7, Plant, Property, and EquipmentNote 8, LeasesNote 9, Asset Retirement ObligationsNote 10, Retirement BenefitsNote 12, Income TaxesNote 13, Earnings Per Share Cms EnergyNote 14, RevenueNote 18, Variable Interest EntitiesItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.11 1-9513 3.1 Restated Articles of Incorporation of CMSEnergy, effective June1,2004, as amended May22,2009, together with the Certificate of Designation of 4.200% Cumulative Redeemable Perpetual Preferred Stock, SeriesC, effective June29,2021 (Form10Q for the quarterly period ended June30,2021) 3.21 1-9513 3.2 CMSEnergy Bylaws, amended and restated effective February8,2016 (Form8K filed February8,2016) 3.4 1-5611 3.2 Consumers Bylaws, amended and restated as of January24,2013 (Form8-K filed January29,2013) 4.1.a 1-5611 4.2 104thdated as of 8/11/05 (Form8-K filed August11,2005) 4.1.b 1-5611 4.1 112thdated as of 9/1/10 (Form8-K filed September7,2010) 4.1.c 1-5611 4.1 113thdated as of 10/15/10 (Form8-K filed October20,2010) 4.1.d 1-5611 4.1 114thdated as of 3/31/11 (Form8-K filed April6,2011) 4.1.e 1-5611 4.1 120thdated as of 12/17/12 (Form8-K filed December20,2012) 4.1.f 1-5611 4.1 121stdated as of 5/17/13 (Form8-K filed May17,2013) 4.1.g 1-5611 4.1 122nddated as of 8/9/13 (Form8-K filed August9,2013) 4.1.h 1-5611 4.1 123rddated as of 12/20/13 (Form8-K filed December27,2013) 4.1.i 1-5611 4.1 124thdated as of 8/18/2014 (Form8-K filed August18,2014) 4.1.j 1-5611 4.1 125thdated as of 11/6/2015 (Form8-K filed November6,2015) 4.1.k 1-5611 4.1 126thdated as of 11/23/2015 (Form8-K filed November25,2015) 4.1.l 1-5611 4.1 127thdated as of 8/10/16 (Form8-K filed August10,2016) 4.1.m 1-5611 4.1 128thdated as of 2/22/17 (Form8-K filed February22,2017) 4.1.n 1-5611 4.1 129thdated as of 9/28/17 (Form8-K filed September28,2017) 4.1.o 1-5611 4.1 130thdated as of 11/15/17 (Form8-K filed November15,2017) 4.1.p 1-5611 4.1 131st dated as of 5/14/18 (Form8K filed May14,2018) 4.1.q 1-5611 4.1 132nd dated as of 6/5/18 (Form8K filed June5,2018) 4.1.r 1-5611 4.1 133rd dated as of 10/1/18 (Form8-K filed October1,2018) 4.1.t 1-5611 4.1 135th dated as of 5/28/19 (Form8-K filed May28,2019) 4.1.u 1-5611 4.1 136th dated as of 9/3/19 (Form8-K filed September3,2019) 4.1.v 1-5611 4.1 137th dated as of 9/19/19 (Form8-K filed September19,2019) 4.1.w 1-5611 4.3 138th dated as of 10/1/19 (Form10-Q for the quarterly period ended September30,2019) 4.1.x 1-5611 4.1 139th dated as of 3/26/20 (Form8-K filed March26,2020) 4.1.y 1-5611 4.1 140th dated as of 5/13/20 (Form8-K filed May13,2020) 4.1.z 1-5611 4.1 141st dated as of 5/20/20 (Form8-K filed May20,2020) 4.1.aa 1-5611 4.1 142nd dated as of 10/7/20 (Form8-K filed October7,2020) 4.1.bb 1-5611 4.1 143rd dated as of 12/14/20 (Form8-K filed December14,2020) 4.1.cc 1-5611 4.1 144th dated as of 8/12/21 (Form8-K filed August12,2021) 4.1.dd 1-5611 4.1 145th dated as of 8/11/22 (Form8-K filed August11,2022) 4.1.ee 1-5611 4.1 146th dated as of 12/14/22 (Form8-K filed December15,2022) 4.1.ff 1-5611 4.1 147th dated as of 1/10/23 (Form8-K filed January10,2023) 4.2 1-5611 (4)(b) Indenture dated as of January1,1996 between Consumers and The Bank of New York Mellon, as Trustee (Form10-K for the fiscal year ended December31,1995) 4.3 1-5611 (4)(c) Indenture dated as of February1,1998 between Consumers and The Bank of New York Mellon (formerly The Chase Manhattan Bank), as Trustee (Form10-K for the fiscal year ended December31,1997) 4.4.a1 1-9513 4.1 29thdated as of 3/22/13 (Form8-K filed March22,2013) 4.4.b1 1-9513 4.1 30thdated as of 2/27/14 (Form8-K filed February27,2014) 4.4.c1 1-9513 4.2 31stdated as of 2/27/14 (Form8-K filed February27,2014) 4.4.d1 1-9513 4.1 32nddated as of 11/9/15 (Form8-K filed November9,2015) 4.4.e1 1-9513 4.1 33rddated as of 5/5/16 (Form8-K filed May5,2016) 4.4.f1 1-9513 4.1 34thdated as of 11/3/16 (Form8-K filed November3,2016) 4.4.g1 1-9513 4.1 35th dated as of 2/13/17 (Form8-K filed February13,2017) 4.51 1-9513 (4a) Indenture dated as of June1,1997 between CMSEnergy and TheBank of NewYorkMellon, as Trustee (Form8-K filed July1,1997) 4.5.b1 1-9513 4.1 6th dated as of 3/8/18 (Form8-K filed March8,2018) 4.5.c1 1-9513 4.1 7th dated as of 9/26/18 (Form8-K filed September26,2018) 4.5.d1 1-9513 4.1 8th dated as of 2/20/19 (Form8-K filed February20,2019) 4.5.e1 1-9513 4.1 9th dated as of 5/28/20 (Form8-K filed May28,2020) 4.5.f1 1-9513 4.1 10th dated as of 11/25/20 (Form8-K filed November25,2020) 4.61 1-9513 4.6 Description of CMSEnergy Securities (Form10-K for the fiscal year ended December31,2021) 4.7 1-5611 4.7 Description of Consumers Securities (Form10-K for the fiscal year ended December31,2019) 4.81 1-9513 4.2 Deposit Agreement, dated as of July1,2021, among CMSEnergy, Equiniti Trust Company, and the holders from time to time of the depositary receipts described therein, including Form of Depositary Receipt (Form8-K filed July1,2021) 10.12 1-9513 10.1 CMSEnergy 2020 Performance Incentive Stock Plan, effective June1,2020 (Form8-K filed May5,2020) 10.22 1-9513 10.3 CMSEnergys Deferred Salary Savings Plan, as amended and restated, effective January1,2019 (Form10K for the fiscal year ended December31,2018) 10.32 1-9513 10.5 CMSEnergy and Consumers Directors Deferred Compensation Plan, effective as of November30,2007 (Form10-K for the fiscal year ended December31,2014) 10.42 1-9513 10.6 Supplemental Executive Retirement Plan for Employees of CMSEnergy/Consumerseffective on January1,1982 and as amended effective April1,2011 (Form10-Q for the quarterly period ended March31,2011) 10.52 1-9513 10.7 Defined Contribution Supplemental Executive Retirement Plan, as amended and restated, effective May1,2019 (Form10-K for the fiscal year ended December31,2018) 10.62 1-9513 10.6 Form of Officer Separation Agreement as of January2020 (Form10-K for the fiscal year ended December31,2019) 10.81,2 1-9513 (10)(a) Formof Indemnification Agreement between CMSEnergy and its Directors, effective as of November1,2007 (Form10-Q for the quarterly period ended September30,2007) 10.92 1-5611 (10)(b) Formof Indemnification Agreement between Consumers and its Directors, effective as of November1,2007 (Form10-Q for the quarterly period ended September30,2007) 10.102 1-9513 10.10 CMSIncentive Compensation Plan for CMSEnergy and Consumers Officers as amended, effective as of January27,2022 (Form10-K for the fiscal year ended December31,2021) 10.112 1-9513 10.1 2016 Formof Change in Control Agreement (Form8-K filed June23,2016) 10.122 1-9513 10.12 Annual Employee Incentive Compensation Plan for Consumers as amended, effective as of January27,2022 (Form10-K for the fiscal year ended December31,2021) 10.131,2 AnnualNorthStar Clean Energy Employee Incentive Compensation Plan as amended, effective as of August22,2022 10.141 1-9513 10.1 $550million Fifth Amended and Restated Revolving Credit Agreement dated as of December14,2022 among CMSEnergy, the Banks, as defined therein, and Barclays BankPLC, as Agent (Form8K filed December15,2022) 10.15 1-5611 10.2 $1.1billion Sixth Amended and Restated Revolving Credit Agreement dated as of December14,2022 among Consumers, the Banks, as defined therein, and JPMorgan Chase Bank,N.A., as Agent (Form8K filed December15,2022) 10.16.a 1-5611 10.1 Description of the Extension to the Amended and Restated $250million Secured Revolving Credit Agreement (Form8K filed November19,2019) 10.16.b 1-5611 10.1 Description of the Second Extension to the Amended and Restated $250million Secured Revolving Credit Agreement (Form8K filed November19,2020) 10.16.c 1-5611 10.1 Description of the Third Extension to the Amended and Restated $250million Secured Revolving Credit Agreement (Form8-K filed November22,2021) 10.16.d 1-5611 10.1 First Amendment to the Amended and Restated $250million Secured Revolving Credit Agreement (Form8-K filed November29,2022) 10.172 1-9513 10.1 Consumers and other CMSEnergy Companies Retired Executives Survivor Benefit Plan for Management/Executive Employees, distributed July1,2011 (Form10-Q for the quarterly period ended September30,2011) 10.18 1-5611 10.1 Formof Commercial Paper Dealer Agreement between Consumers, as Issuer, and the Dealer party thereto (Form10-Q for the quarterly period ended September30,2014) 10.191 1-9513 10.1 Agreement and Plan of Merger dated June7,2021 by and among CMSEnergy, EnerBank, and Regions Bank (Form8-K filed June8,2021) 10.19.a1 1-9513 10.1 Amendment No.1 dated as of August9,2021 to the Agreement and Plan of Merger, dated June7,2021, by and among CMSEnergy, EnerBank,and Regions Bank (Form10-Q for the quarterly period ended September30,2021) 10.20 1-5611 10.1 Purchase and Sale Agreement dated June21,2021 by and among Consumers and New Covert Generating Company,LLC (Form8-K filed June23,2021) 10.21 1-5611 10.2 Purchase and Sale Agreement dated June21,2021 by and among Consumers and DIG, CMSGeneration Michigan Power, and CMSERM (Form8-K filed June23,2021) 10.22 1-5611 10.1 $1billion unsecured Term Loan Credit Agreement dated as of July22,2022 among Consumers, the Banks defined therein, and U.S.Bank National Association, as Agent (Form10-Q for the quarterly period ended June30,2022) 10.23 1-5611 10.1 Bond Purchase Agreement dated as of January12,2023 between Consumers and each of the Purchasers named therein (Form8-K filed January12,2023) 21.1 Subsidiaries of CMSEnergy and Consumers 23.1 Consent of PricewaterhouseCoopersLLP for CMSEnergy 23.2 Consent of PricewaterhouseCoopersLLP for Consumers 31.1 CMSEnergys certification of the CEO pursuant to Section302 of the Sarbanes-Oxley Act of 2002 31.2 CMSEnergys certification of the CFO pursuant to Section302 of the Sarbanes-Oxley Act of 2002 31.3 Consumers certification of the CEO pursuant to Section302 of the Sarbanes-Oxley Act of 2002 31.4 Consumers certification of the CFO pursuant to Section302 of the Sarbanes-Oxley Act of 2002 32.1 CMSEnergys certifications pursuant to Section906 of the Sarbanes-Oxley Act of 2002 32.2 Consumers certifications pursuant to Section906 of the Sarbanes-Oxley Act of 2002 99.11 333-249643 99.1 CMSEnergy Stock Purchase Plan, as amended and restated October23,2020 (FormS-3ASR filed October23,2020)