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) October 27, 2022

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 October 27, 2022, CMS Energy Corporation (“CMS Energy”) issued a News Release, in which it announced its 2022 third quarter 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, 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 October 27, 2022, 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 third quarter results and provide a business and financial outlook on October 27 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 October 27, 2022
99.2		CMS Energy presentation dated October 27, 2022
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: October 27, 2022	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer

CONSUMERS ENERGY COMPANY

Dated: October 27, 2022	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 Third Quarter Results, Raises 2022 Adjusted EPS, Introduces Preliminary 2023 Guidance

JACKSON, Mich., Oct. 27, 2022 – CMS Energy announced today reported earnings per share of $0.56 for the third quarter of 2022, compared to $0.64 per share for the same quarter in 2021. The company’s adjusted earnings per share for the third quarter of 2022 were $0.56, compared to $0.54 per share for the same quarter in 2021. For the first nine months of 2022, the company reported $2.27 per share compared to $2.46 per share for the same period in 2021. On an adjusted earnings per share basis year-to-date, the company reported $2.29 per share in 2022, compared to $2.18 per share in 2021.

CMS Energy raised its 2022 adjusted earnings guidance to $2.87 to $2.89 per share, from $2.85 to $2.89 per share* (*See below for important information about non-GAAP measures). CMS Energy also introduced preliminary 2023 adjusted earnings guidance of $3.05 to $3.11 per share and reaffirmed its long-term adjusted EPS growth of 6 to 8 percent, with continued confidence toward the high end.

“CMS had another strong quarter and continues to execute well on all fronts, positioning us solidly for the fourth quarter and 2023,” said Garrick Rochow, President and CEO of CMS Energy and Consumers Energy. “We had several accomplishments during the period – most notably in economic development through the commitment by Gotion, a global electric vehicle battery manufacturer, to build a factory in our service territory, which builds our customer base and helps Michigan grow.”

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 third quarter results and provide a business and financial outlook on Thursday, October 27 at 9:30 a.m. (EDT). 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, 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						Nine Months Ended
	9/30/22			9/30/21			9/30/22			9/30/21
Operating revenue	$	2,024		$	1,725		$	6,318		$	5,296
Operating expenses		1,766			1,465			5,365			4,354
Operating Income		258			260			953			942
Other income		54			44			145			136
Interest charges		130			125			380			374
Income Before Income Taxes		182			179			718			704
Income tax expense		19			26			72			90
Income From Continuing Operations		163			153			646			614
Income from discontinued operations, net of tax		-			30			4			82
Net Income		163			183			650			696
Loss attributable to noncontrolling interests		(2	)		(6	)		(16	)		(18	)
Net Income Attributable to CMS Energy		165			189			666			714
Preferred stock dividends		2			3			7			3
Net Income Available to Common Stockholders	$	163		$	186		$	659		$	711
Diluted Earnings Per Average Common Share
Income from continuing operations per average common share available to common stockholders	$	0.56		$	0.54		$	2.26		$	2.18
Income from discontinued operations per average common share available to common stockholders		-			0.10			0.01			0.28
Diluted earnings per average common share	$	0.56		$	0.64		$	2.27		$	2.46

Page 2 of 3

CMS ENERGY CORPORATION

Summarized Consolidated Balance Sheets

(Unaudited)

	In Millions
	As of
	9/30/22		12/31/21
Assets
Current assets
Cash and cash equivalents	$	168	$	452
Restricted cash and cash equivalents		27		24
Other current assets		2,831		2,151
Total current assets		3,026		2,627
Non-current assets
Plant, property, and equipment		22,340		22,352
Other non-current assets		5,006		3,774
Total Assets	$	30,372	$	28,753
Liabilities and Equity
Current liabilities (1)	$	1,488	$	1,822
Non-current liabilities (1)		7,625		7,269
Capitalization
Debt, finance leases, and other financing (excluding securitization debt) (2)
Debt, finance leases, and other financing (excluding non-recourse and securitization debt)		13,571		12,200
Non-recourse debt		-		76
Total debt, finance leases, and other financing (excluding securitization debt)		13,571		12,276
Preferred stock and securities		224		224
Noncontrolling interests		591		557
Common stockholders' equity		6,689		6,407
Total capitalization (excluding securitization debt)		21,075		19,464
Securitization debt (2)		184		198
Total Liabilities and Equity	$	30,372	$	28,753

(1)	Excludes debt, finance leases, and other financing.
(2)	Includes current and non-current portions.

CMS ENERGY CORPORATION

Summarized Consolidated Statements of Cash Flows

(Unaudited)

	In Millions
	Nine Months Ended
	9/30/22			9/30/21
Beginning of Period Cash and Cash Equivalents, Including Restricted Amounts	$	476		$	185
Net cash provided by operating activities		667			1,483
Net cash used in investing activities		(1,808	)		(1,460	)
Cash flows from operating and investing activities		(1,141	)		23
Net cash provided by financing activities		860			28
Total Cash Flows	$	(281	)	$	51
End of Period Cash and Cash Equivalents, Including Restricted Amounts	$	195		$	236

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						Nine Months Ended
	9/30/22			9/30/21			9/30/22			9/30/21
Net Income Available to Common Stockholders	$	163		$	186		$	659		$	711
Reconciling items:
Disposal of discontinued operations (gain) loss		-			3			(5	)		8
Tax impact		-			(1	)		1			(2	)
Discontinued operations income		-			(42	)		-			(115	)
Tax impact		-			10			-			27
Other exclusions from adjusted earnings**		*			(*	)		(1	)		(1	)
Tax impact		(*	)		*			*			*
Voluntary separation program		(*	)		-			11			-
Tax impact		*			-			(3	)		-
Adjusted net income – non-GAAP	$	163		$	156		$	662		$	628
Average Common Shares Outstanding
Diluted		290.1			289.6			290.0			289.4
Diluted Earnings Per Average Common Share
Reported net income per share	$	0.56		$	0.64		$	2.27		$	2.46
Reconciling items:
Disposal of discontinued operations (gain) loss		-			0.01			(0.01	)		0.03
Tax impact		-			(*	)		*			(0.01	)
Discontinued operations income		-			(0.14	)		-			(0.39	)
Tax impact		-			0.03			-			0.09
Other exclusions from adjusted earnings**		*			(*	)		(*	)		(*	)
Tax impact		(*	)		*			*			*
Voluntary separation program		(*	)		-			0.04			-
Tax impact		*			-			(0.01	)		-
Adjusted net income per share – non-GAAP	$	0.56		$	0.54		$	2.29		$	2.18

*	Less than $0.5 million or $0.01 per share.
**	Includes restructuring costs and unrealized gains or losses, recognized in net income, from mark-to-market adjustments 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, 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

Third Quarter 2022 Results and Outlook October 27, 2022 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 Nearly 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.

4 Expansive Economic Development Efforts . . . . . . drive growth across Michigan. Hemlock Semiconductor Electric Gas Combined 2022 New Load Gotion New & Expanding Load YTD 2022 ~200 MW >80 agreements Gotion Global EV Battery Manufacturer ~ $2,400M investment >2,000 jobs SK Siltron CSS Leading Edge Silicon Carbide Materials and Products > $300M investment ~150 jobs Hemlock Semiconductor Leading Provider of Polysilicon ~ $375M investment ~170 jobs

5 Inflation Reduction Act (IRA) . . . . . . a ccelerates our Clean Energy Transformation. Supports renewable d evelopment and lowers costs Minimal tax exposure Incentivizes future clean energy deployment and other initiatives • Reduces customer costs by >$60M/yr (vs. P lan ) • Lowers solar levelized cost of energy in MI by ~15% • Enhances competitive position (owned vs. PPA) • Bolsters chances to own >50% of 8 GW solar opportunity • No material impact through the decade from Corporate Alternative Minimum Tax • Encourages EV adoption and manufacturing • Lowers cost and increases flexibility of storage deployment (IRP opportunity - 550 MW) • Supports load growth in Michigan

6 Commentary Amount Confidence in the Outlook 2 022 Results YTD Adjusted EPS Q3 Dividend Per Share (DPS) $2.29 $0.46 Ahead of plan Consistent growth Adjusted EPS Guidance Annual DPS $2.86 – $2.89 $1.84 Guidance raised Up 10¢ vs. 2021 Adjusted EPS Guidance $3.05 – $3.11 Up >7% from midpoint Adjusted EPS Growth DPS Growth 5 - yr Capital Plan +6% to +8% +6% to +8% $14.3B Toward the high end Committed to growth Excludes IRP upside Long - term Outlook 2022 Full - Year Outlook 2023 Full - Year Outlook $2.87 – $2.89 Guidance raised Toward the high end $3.05 – $3.11

7 Recession Industry - Leading Financial Performance . . . . . . for nearly two decades, regardless of co nditions . 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022+ Future 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 Garrick Rochow Recession / Pandemic Presentation endnotes are included after the appendix.

8 2022 Adjusted EPS Ahead of Plan . . . . . . managing through COVID - 19 risks. . . . i s well positioned for the remainder of the year. Year - to - Date 11¢ Three Months To - Go 11¢ – 13 ¢ Presentation endnotes are included after the appendix. 2021 Weather Customer Initiatives & Normalized Storms Usage, Non-Utility, Tax & Other Normal Weather Rates & Investment Customer Initiatives & Normalized Storms Usage, Non-Utility, Tax & Other 2022 $2.87 – $2.89 13¢ $2.65 1¢ 8¢ 11¢ (3)¢ 11¢ YTD $2.29 YTD $2 .18 2021 2022 Reported EPS $2.46 $2.27 Adjustments a ( 0.28 ) 0.02 Adjusted EPS a $ 2.18 $ 2.29 YTD EPS Results x Base rates set for 2022 x (17)¢ – ( 19 )¢

9 2022 Plan YTD ($M) ($M) Consumers Energy: First Mortgage Bonds $800 $800 CMS Energy: Hybrid / Continuous Preferred None None Contracted Equity (not issued) $55 $493 a Retirements (incl. term loans): Consumers Energy -- -- CMS Energy -- -- Existing Facilities $850M (Jun - 2024) $550M (Jun - 2024) $250M (Nov - 2023) Consumers Energy CMS Energy Financings 2022 Planned Financings Complete . . . . . . including P arent financing terms for Covert acquisition. Presentation endnotes are included after the appendix. ~$1.7B b of net liquidity 10 - yr $350M 3.60% 30 - yr $450M 4 .20% + Covert Financing ~$438M at ~$68/ sh x

10 10 Q&A Thank You! See you at EEI

11 11 Appendix

12 2022 Michigan’s Strong Regulatory Construct . . . Gas . . . ensures forward - looking visibility. 2021 Integrated Resource Plan (IRP) Electric Dec. 22 nd : Final Order $59M a 9.9% ROE U - 20963 x Q1 2023: Expected Final Order Jun. 30 th : Filed IRP U - 21090 x Filed Dec. 1 st : Updated $233M 10.25% ROE U - 21148 x Presentation endnotes are included after the appendix. Gas stay - out - Amortization of gas tax benefits c in 2021 of ~$35M and 2022 of ~$75M Sep. 15 th : Updated $292M b 10.25% ROE U - 21224 x Jun. 23 rd : Settlement Approved IRP U - 21090 x Jul. 7 th Settlement Approved $170M, 9.9% ROE (Oct. 1 st ) U - 21224 x Gas 2023 Q4: File Rate Case New rates commenced October 1 st – FY $170M

13 Utility Sales Remain Strong . . . . . . w ith supportive economic backdrop in Michigan . Weather - Normalized Electric Deliveries a Residential Commercial Industrial Total (1.1 ) % 2.1% 2.7% b 0.9% b Presentation endnotes are included after the appendix. (YTD 2022 vs. YTD 2021) Economic Development Electric Customers Gas Customers ~1% ~1% (5 - Yr Avg. Customer Count) Residential Customer Growth 2016 – 2021 2016 2017 2018 2019 2020 2021 105 MW 126 MW 75 MW 45 MW 101 MW 69 MW Attracted > 500 MW of new or expanding business to our service territory since 2015 • $1B of state incentives • New energy intensive economic development rate Policy Support

14 . 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 Mar. 2022 A1 P - 2 Stable Baa2 Baa3 Stable May 2022 A+ F - 2 Stable BBB BB+ Stable Mar. 2022 S&P Moody’s Fitch . . . at solid investment - grade levels. x x x

15 De - risking Inflationary Pressures . . . . . . with opportunities for near - and long - term savings. Presentation endnotes are included after the appendix. Near - term Risk Mitigation PLUS PRODUCTIVITY 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 (adj. O&M savings b ) MCV contract change Campbell coal unit retirements (adj. O&M savings b ) > $90M $30M >$60M >$60M Year Event Savings >$200M identified future cost savings

16 2022 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 (~304 Bcf ) + + 1% 1 + + ( ¢) 7 3 + + ($M) 27 13 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 (10%) + 100 bps 3 0 + + + + Electric Residential Commercial Industrial 4¢ 2½ 2½¢ (1% Full Year in Volume) 2022 Adj. EPS Sensitivities Gas ½ ~½ ~½ Impact Electric ~$6½/ Month ($10/MWh) Electric PSCR Residential Bill Sensitivity Impact Gas ($1/Mcf) Gas Price Residential Bill Sensitivity ~$7½/ Month <

17 17 Endnotes

18 18 Slide 3: a UBS Research, 2022 state rankings and D.C. Slide 7: a Excludes discontinued operations Slide 8: a See GAAP reconciliation on slide 20 Slide 9: a Includes ~$438M equity forwards contracted in 2022 and ~ $55M equity forwards contracted in 2020 b Includes available revolvers, unrestricted cash, excludes restricted cash Slide 12: a Excludes $27M of lower depreciation expense previously approved and includes revised MPSC order approving ~$5M of depreciation expense i n March of 2022 b September revised request for $292M includes new actuarial reports resulting in higher OPEB/healthcare projections and the extension of operations for Karn 3&4 as agreed upon in the IRP settlement c Rate relief equivalent Slide 13: a YTD 2022 over YTD 2021 change in GWh, excludes ROA and other b Excludes one large, low - margin industrial customer Slide 15: a Consumers Energy, non - union employees, average 3 - yr retention rate b Excludes potential fuel savings Slide 16: a Reflects 2022 sales forecast; weather - normalized Presentation Endnotes

19 19 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 available t o c ommon stockholders and references to earnings per share are on a diluted basis. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring cos ts, 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 t o 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 adjuste d e arnings 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 i s n ot providing reported earnings guidance nor is it providing 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.

20 CMS ENERGY CORPORATION Reconciliation of GAAP Net Income to Non - GAAP Adjusted Net Income (Unaudited ) Net Income Available to Common Stockholders $ 163 $ 186 $ 659 $ 711 Reconciling items: Disposal of discontinued operations (gain) loss - 3 (5) 8 Tax impact - (1) 1 (2) Discontinued operations income - (42) - (115) Tax impact - 10 - 27 Other exclusions from adjusted earnings** * (*) (1) (1) Tax impact (*) * * * Voluntary separation program (*) - 11 - Tax impact * - (3) - Adjusted net income – non-GAAP $ 163 $ 156 $ 662 $ 628 Average Common Shares Outstanding Diluted 290.1 289.6 290.0 289.4 Diluted Earnings Per Average Common Share Reported net income per share $ 0.56 $ 0.64 $ 2.27 $ 2.46 Reconciling items: Disposal of discontinued operations (gain) loss - 0.01 (0.01) 0.03 Tax impact - (*) * (0.01) Discontinued operations income - (0.14) - (0.39) Tax impact - 0.03 - 0.09 Other exclusions from adjusted earnings** * (*) (*) (*) Tax impact (*) * * * Voluntary separation program (*) - 0.04 - Tax impact * - (0.01) - Adjusted net income per share – non-GAAP $ 0.56 $ 0.54 $ 2.29 $ 2.18 * Less than $0.5 million or $0.01 per share. **Includes restructuring costs and unrealized gains or losses, recognized in net income, from mark-to-market adjustments 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, 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 Nine Months Ended 9/30/22 9/30/21 9/30/22 9/30/21

21 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 Reconciling items: Electric utility and gas utility - 11 (*) Tax impact - (3) * 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 Average Common Shares Outstanding – Diluted 289.9 290.1 290.1 Diluted Earnings Per Average Common Share $ 1.21 $ 0.50 $ 0.56 Reconciling items: Electric utility and gas utility - 0.04 (*) Tax impact - (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 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 In Millions, Except Per Share Amounts 2021 1Q 2Q 3Q 4Q

XML

Cover	Oct. 27, 2022
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 27, 2022
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	Oct. 27, 2022
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