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) July 27, 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 July 27, 2023, CMS Energy Corporation (“CMS Energy”) issued a News Release, in which it announced its 2023 second quarter results. Attached as Exhibit 99.1 to this report and incorporated herein by reference is a copy of the CMS Energy second 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, business optimization initiative, changes in accounting principles, voluntary separation program, 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 July 27, 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 2023 second quarter results and provide a business and financial outlook on July 27 at 8:30 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 July 27, 2023
99.2		CMS Energy presentation dated July 27, 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: July 27, 2023	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer
		CONSUMERS ENERGY COMPANY
Dated: July 27, 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 Second Quarter Results, Reaffirms 2023 Adjusted EPS Guidance

JACKSON, Mich., July 27, 2023 – CMS Energy announced today reported earnings per share of $0.67 for the second quarter of 2023, compared to $0.50 per share for the same quarter in 2022. The company’s adjusted earnings per share for the second quarter of 2023 were $0.75, compared to $0.53 per share for the same quarter in 2022.  For the first six months of the year, the company reported $1.36 per share compared to $1.71 per share for the same timeframe in 2022. On an adjusted earnings per share basis year to date, the company reported $1.45 per share in 2023, compared to $1.73 per share in 2022.

CMS Energy reaffirmed its 2023 adjusted earnings guidance of $3.06 to $3.12* 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 continued to deliver on our triple bottom line of people, planet, and prosperity. In addition to our strong financial performance this quarter, we closed our Karn coal plants, which supports our net zero carbon goal by 2040, while protecting the environment for Michigan residents. We also recently purchased the Covert natural gas plant which is adding reliable and affordable energy to meet our customers’ needs,” said Garrick Rochow, President and CEO of CMS Energy and Consumers Energy.

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 2023 second quarter results and provide a business and financial outlook on Thursday, July 27 at 8:30 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, business optimization initiative, changes in accounting principles, voluntary separation program, 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						Six Months Ended
	6/30/23			6/30/22			6/30/23			6/30/22
Operating revenue	$	1,555		$	1,920		$	3,839		$	4,294
Operating expenses		1,311			1,681			3,281			3,599
Operating Income		244			239			558			695
Other income		146			43			202			91
Interest charges		160			126			307			250
Income Before Income Taxes		230			156			453			536
Income tax expense		41			14			70			53
Income From Continuing Operations		189			142			383			483
Income from discontinued operations, net of tax		1			-			1			4
Net Income		190			142			384			487
Loss attributable to noncontrolling interests		(8	)		(6	)		(18	)		(14	)
Net Income Attributable to CMS Energy		198			148			402			501
Preferred stock dividends		3			3			5			5
Net Income Available to Common Stockholders	$	195		$	145		$	397		$	496
Diluted Earnings Per Average Common Share
Income from continuing operations per average common share available to common stockholders
	$	0.67		$	0.50		$	1.36		$	1.70
Income from discontinued operations per average common share available to common stockholders
		-			-			-			0.01
Diluted earnings per average common share	$	0.67		$	0.50		$	1.36		$	1.71

Page 2 of 3

CMS ENERGY CORPORATION

Summarized Consolidated Balance Sheets

(Unaudited)

	In Millions
	As of
		6/30/23		12/31/22
Assets
Current assets
Cash and cash equivalents	$	389	$	164
Restricted cash and cash equivalents		17		18
Other current assets		2,197		3,251
Total current assets		2,603		3,433
Non-current assets
Plant, property, and equipment		24,264		22,713
Other non-current assets		5,398		5,207
Total Assets	$	32,265	$	31,353
Liabilities and Equity
Current liabilities (1)	$	1,605	$	1,866
Non-current liabilities (1)		7,832		7,583
Capitalization
Debt and finance leases (excluding securitization debt) (2)		14,966		14,139
Preferred stock and securities		224		224
Noncontrolling interests		561		580
Common stockholders' equity		6,921		6,791
Total capitalization (excluding securitization debt)		22,672		21,734
Securitization debt (2)		156		170
Total Liabilities and Equity	$	32,265	$	31,353

⁽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
	Six Months Ended
	6/30/23			6/30/22
Beginning of Period Cash and Cash Equivalents, Including Restricted Amounts	$	182		$	476
Net cash provided by operating activities		1,705			1,059
Net cash used in investing activities		(2,079	)		(1,139	)
Cash flows from operating and investing activities		(374	)		(80	)
Net cash provided by (used in) financing activities		598			(300	)
Total Cash Flows	$	224		$	(380	)
End of Period Cash and Cash Equivalents, Including Restricted Amounts	$	406		$	96

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						Six Months Ended
	6/30/23			6/30/22			6/30/23			6/30/22
Net Income Available to Common Stockholders	$	195		$	145		$	397		$	496
Reconciling items:
Disposal of discontinued operations gain	(1		)	*			(1		)	(5		)
Tax impact	*			(*		)	*			1
Other exclusions from adjusted earnings**	2			(*		)	5			(1		)
Tax impact	(*		)	*			(1		)	*
Voluntary separation program	28			11			28			11
Tax impact	(7		)	(3		)	(7		)	(3		)
Adjusted net income – non-GAAP	$	217		$	153		$	421		$	499
Average Common Shares Outstanding - Diluted	291.3			290.1			291.2			290.0
Diluted Earnings Per Average Common Share
Reported net income per share	$	0.67		$	0.50		$	1.36		$	1.71
Reconciling items:
Disposal of discontinued operations gain	(*		)	*			(*		)	(0.01		)
Tax impact	*			(*		)	*			*
Other exclusions from adjusted earnings**	0.01			(*		)	0.02			(*		)
Tax impact	(*		)	*			(*		)	*
Voluntary separation program	0.09			0.04			0.09			0.04
Tax impact	(0.02		)	(0.01		)	(0.02		)	(0.01		)
Adjusted net income per share – non-GAAP	$	0.75		$	0.53		$	1.45		$	1.73

*	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, voluntary separation program, 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

Leading the CLEAN ENERGY TRANSFORMATION Second Quarter 2023 Results & Outlook July 27, 2023

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 - lo oking 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 Commissi on filings. Forward - looking statements should be read in conjunction with “FORWARD - LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections of CMS Energy’s and Consumers Energy’s most recent Form 10 - K and as updated in reports CMS Energy and Consumers Energy file with the Securities and Exchange Commission. CMS Energy’s and Cons ume rs Energy’s “FORWARD - LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections are incorporated herein by reference and discuss important factors th at could cause CMS Energy’s and Consumers Energy’s results to differ materially from those anticipated in such statements. CMS Energy and Consumers Energy undertake no ob ligation to update any of the information presented herein to reflect facts, events or circumstances after 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.

4 Executing on the Clean Energy Transformation . . . Net Zero Targets Proof Points . . . by exiting coal and advancing our net zero targets. Presentation endnotes are included after the appendix. 2030 2040 2050 Net zero methane emissions for our gas delivery system Net zero carbon emissions for our electric business (includes PPAs and market purchases) Net zero GHG emissions for our entire business Today 2025 • R etire Campbell 1 - 3 coal units (exit coal) • ~60% carbon emissions reduction b x Retired Karn 1 & 2 coal units, 515 MW x Acquired existing ~1.2 GW CCGT x Adding 341 MW to VGP a Program x Approved for ~$11M in low - carbon energy infrastructure grants for RNG facilities x Heartland wind COD 2023, 201 MW Future • 8 GW of solar and 2.5 GW of demand - side resources • Accelerate vintage main and service replacements • Renewable natural gas (RNG) and h ydrogen fuel mix opportunities

5 2023 Michigan’s Strong Regulatory Environment . . . . . . ensures forward - looking visibility. 2022 Integrated Resource Plan (IRP) Electric Dec. 22 nd : Settlement Filed $161M, 9.9% ROE U - 21224 x x Jun. 23 rd : Settlement Approved U - 21090 Jul. 7 th : 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 Jan. 19 th Approved Jul. 21 st : Settlement Filed $ 95 M, 9.9% ROE U - 21308 May 1 st : Filed $216M 10.25% ROE U - 21389 x

6 Commentary Amount Financial Results & Outlook . . . . . . on track to deliver in 2023 and beyond. Long - Term Outlook 2023 Outlook Q2 2023 Results Adjusted EPS $0.75 Strong results keep the full year on track 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

7 2023 Adjusted EPS . . . . . . managing through COVID - 19 risks. . . . c ontinued confidence toward the high end. First Half (28)¢ Six Months To - Go 45 ¢ – 51 ¢ Presentation endnotes are included after the appendix. 2022 Weather Rates & Investment Cost Savings & Productivity (incl. Storms) Usage, Non-Utility, Tax & Other Normal Weather Rates & Investment Cost Savings & Productivity (incl. Storms) Usage, Non-Utility, Tax & Other 2023 $3.06 – $3.12 (37)¢ $2.89 6¢ 18 ¢ (6) ¢ 8¢ 17 ¢ – 23¢ (15)¢ 26 ¢ First Half $1.45 First Half $ 1.73 2022 2023 Reported EPS $1.71 $1.36 Adjustments a 0.02 0.09 Adjusted EPS a $ 1.73 $ 1.45 First Half EPS Results

8 . 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 2023 A+ F - 2 Stable BBB BB+ Stable Jan. 2023 S&P Moody’s Fitch . . . at solid investment - grade levels. x x x

9 Plan YTD ($M) ($M) Consumers Energy: First Mortgage Bonds Securitization $1,970 688 $1,525 -- CMS Energy: Contracted Equity (issued) 441 -- Convertible Debt -- 800 Retirements (incl. term loans): Consumers Energy 1,625 1,300 CMS Energy -- -- Existing Facilities $1,100M (Dec - 2027) $550M (Dec - 2027) $250M (Nov - 2024) Consumers Energy CMS Energy Financings 2023 Planned Financings . . . . . . fund customer investment and provide ample liquidity. Presentation endnotes are included after the appendix. ~$ 2.2 B a of net liquidity 3.375% due in 2028

10 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

11 11 Appendix

12 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  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 <

13 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

14 2022 Asset Mix . . . Electric Generation Coal Wind, solar, hydro Gas & other Distribution Other Total electric Gas Distribution Transmission Underground storage facilities Other Total gas Other non - utility property NorthStar Clean Energy Plant, property, and equipment, net $3,277 477 2,013 787 8,294 781 $12,352 $5,473 2,230 1,067 396 $9,166 $27 $1,168 $22,713 Total PP&E ($M) (%) 14% ~2% 9 3 37 3 ~54% 24% 10 4½ 1½ ~40% <1% 5% 100% . . . highlights coal representing only ~2% of total PP&E in 2022.

15 15 ENDNOTES

16 Presentation Endnotes 16 Slide 3: a RRA state regulatory energy rankings, May 2023. Regulatory Research Associates, a group within S&P Global Commodity Insights. Slide 4: a Voluntary Green Pricing b Net zero carbon emissions for our electric business (includes PPAs and MISO market purchases) from 2005 baseline Slide 7: a See GAAP reconciliation on slide 18 Slide 9: a $ 1,825 M in available revolvers + $349 of unrestricted cash Slide 10: a Excludes discontinued operations Slide 12: a Reflects 2023 sales forecast; weather - normalized Slide 13: a Assumes $22½B rate base in 2022, $32B in 2027, CAGR b Over plan period years 2023 - 2027, adjusted EPS growth

17 17 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 ref er to net income available to common stockholders and references to earnings per share are on a diluted basis. Adjustments could include items such as disc ont inued operations, asset sales, impairments, restructuring costs, business optimization initiative, changes in accounting principles, voluntary separation pr ogr am, 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 fina nci al performance and uses adjusted earnings for external communications with analysts and investors. Internally, the company uses adjusted earnings to mea sure and assess performance. Because the company is not able to estimate the impact of specific line items, which have the potential to significantly impa ct, favorably or unfavorably, the company's reported earnings in future periods, the company is not providing reported earnings guidance nor is it providing a rec onciliation 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.

18 CMS ENERGY CORPORATION Reconciliation of GAAP EPS to Non - GAAP Adjusted EPS by Segment (Unaudited) Electric Utility Reported net income per share $ 0.50 $ 0.48 $ 0.74 $ 1.06 Reconciling items: Other exclusions from adjusted earnings 0.01 - 0.01 - Tax impact (*) - (*) - Voluntary separation program 0.05 0.03 0.05 0.03 Tax impact (0.01) (0.01) (0.01) (0.01) Adjusted net income per share – non-GAAP $ 0.55 $ 0.50 $ 0.79 $ 1.08 Gas Utility Reported net income per share $ 0.08 $ 0.13 $ 0.61 $ 0.87 Reconciling items: Other exclusions from adjusted earnings * - 0.01 - Tax impact (*) - (*) - Voluntary separation program 0.04 0.01 0.04 0.01 Tax impact (0.01) (*) (0.01) (*) Adjusted net income per share – non-GAAP $ 0.11 $ 0.14 $ 0.65 $ 0.88 NorthStar Clean Energy Reported net income per share $ 0.01 $ 0.02 $ 0.03 $ 0.05 Reconciling items: Other exclusions from adjusted earnings - (*) - (*) Tax impact - * - * Voluntary separation program - * - * Tax impact - (*) - (*) Adjusted net income per share – non-GAAP $ 0.01 $ 0.02 $ 0.03 $ 0.05 Corporate Interest and Other Reported net income (loss) per share $ 0.08 $ (0.13) $ (0.02) $ (0.28) Reconciling items: Other exclusions from adjusted earnings - * - * Tax impact - (*) - (*) Adjusted net income (loss) per share – non-GAAP $ 0.08 $ (0.13) $ (0.02) $ (0.28) Discontinued Operations Reported net income per share $ - $ - $ - $ 0.01 Reconciling items: Disposal of discontinued operations (gain) loss (*) * (*) (0.01) Tax impact * (*) * * Adjusted net income per share – non-GAAP $ - $ - $ - $ - Consolidated Reported net income per share $ 0.67 $ 0.50 $ 1.36 $ 1.71 Reconciling items: Disposal of discontinued operations (gain) loss (*) * (*) (0.01) Tax impact * (*) * * Other exclusions from adjusted earnings 0.01 (*) 0.02 (*) Tax impact (*) * (*) * Voluntary separation program 0.09 0.04 0.09 0.04 Tax impact (0.02) (0.01) (0.02) (0.01) Adjusted net income per share – non-GAAP $ 0.75 $ 0.53 $ 1.45 $ 1.73 Average Common Shares Outstanding – Diluted 291.3 290.1 291.2 290.0 * Less than $0.01 per share. In Millions, Except Per Share Amounts Three Months Ended Six Months Ended 6/30/23 6/30/22 6/30/23 6/30/22

19 CMS ENERGY CORPORATION Reconciliation of GAAP Net Income to Non - GAAP Adjusted Net Income (Unaudited) Net Income Available to Common Stockholders $ 195 $ 145 $ 397 $ 496 Reconciling items: Disposal of discontinued operations gain (1) * (1) (5) Tax impact * (*) * 1 Other exclusions from adjusted earnings** 2 (*) 5 (1) Tax impact (*) * (1) * Voluntary separation program 28 11 28 11 Tax impact (7) (3) (7) (3) Adjusted net income – non-GAAP $ 217 $ 153 $ 421 $ 499 Average Common Shares Outstanding - Diluted 291.3 290.1 291.2 290.0 Diluted Earnings Per Average Common Share Reported net income per share $ 0.67 $ 0.50 $ 1.36 $ 1.71 Reconciling items: Disposal of discontinued operations gain (*) * (*) (0.01) Tax impact * (*) * * Other exclusions from adjusted earnings** 0.01 (*) 0.02 (*) Tax impact (*) * (*) * Voluntary separation program 0.09 0.04 0.09 0.04 Tax impact (0.02) (0.01) (0.02) (0.01) Adjusted net income per share – non-GAAP $ 0.75 $ 0.53 $ 1.45 $ 1.73 * 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, voluntary separation program, 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 Six Months Ended 6/30/23 6/30/22 6/30/23 6/30/22

20 CMS ENERGY CORPORATION Reconciliation of GAAP Net Income to Non - GAAP Adjusted Net Income by Quarter (Unaudited) Net Income Available to Common Stockholders $ 202 $ 195 Reconciling items: Electric utility and gas utility 3 30 Tax impact (1) (7) NorthStar Clean Energy - - Tax impact - - Corporate interest and other - - Tax impact - - Disposal of discontinued operations (gain) loss - (1) Tax impact - * Adjusted Net Income – Non-GAAP $ 204 $ 217 Average Common Shares Outstanding – Diluted 291.2 291.3 Diluted Earnings Per Average Common Share $ 0.69 $ 0.67 Reconciling items: Electric utility and gas utility 0.01 0.10 Tax impact (*) (0.02) NorthStar Clean Energy - - Tax impact - - Corporate interest and other - - Tax impact - - Disposal of discontinued operations (gain) loss - (*) Tax impact - * Adjusted Diluted Earnings Per Average Common Share – Non-GAAP $ 0.70 $ 0.75 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 * Less than $0.5 million or $0.01 per share. In Millions, Except Per Share Amounts 2023 1Q 2Q In Millions, Except Per Share Amounts 2022 1Q 2Q 3Q 4Q

XML

Cover	Jul. 27, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 27, 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	Jul. 27, 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