Cms Energy Corp 10-Q Filing

FAQ

Key Financial Figures

• $0.01 — CMS Energy Corporation Common Stock , $0.01 par value CMS New York Stock Exchange
• $100 — rgy Company Cumulative Preferred Stock, $100 par value: $4.50 Series CMS-PB New York
• $4.50 — lative Preferred Stock, $100 par value: $4.50 Series CMS-PB New York Stock Exchange
• $10 — nergy Company: Consumers Common Stock, $10 par value, privately held by CMS Energy

Filing Documents

• cms-20240630.htm (10-Q) — 2403KB
• cms10q20240630_ex3-1.htm (EX-3.1) — 795KB
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Forward-looking Statements and Information

Forward-looking Statements and Information 9

—Financial Information

Part I—Financial Information 13 Item 1.

Financial Statements

Financial Statements 13 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 86 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 86 Item 4.

Controls and Procedures

Controls and Procedures 86

—Other Information

Part II—Other Information 87 Item 1.

Legal Proceedings

Legal Proceedings 87 Item 1A.

Risk Factors

Risk Factors 87 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 87 Item 3. Defaults Upon Senior Securities 88 Item 4. Mine Safety Disclosures 88 Item 5 . Other Information 88 Item 6. Exhibits 89

Signatures

Signatures 90 1 Table of Contents Glossary Certain terms used in the text and financial statements are defined below. 2023 Form 10K Each of CMS Energy's and Consumers' Annual Report on Form 10K for the year ended December 31, 2023 2023 Energy Law Michigan's Public Acts 229, 230, 231, 233, 234, and 235 of 2023 3G Third generation technology 4G Fourth generation technology ABATE Association of Businesses Advocating Tariff Equity ASP Appliance Service Plan Aviator Wind Aviator Wind Holdings, LLC, a VIE in which Aviator Wind Equity Holdings holds a Class B membership interest Aviator Wind Equity Holdings Aviator Wind Equity Holdings, LLC, a VIE in which Grand River Wind, LLC, a wholly owned subsidiary of NorthStar Clean Energy, has a 51percent interest Bay Harbor A residential/commercial real estate area located near Petoskey, Michigan, in which CMS Energy sold its interest in 2002 Bcf Billion cubic feet CCR Coal combustion residual CEO Chief Executive Officer 2 Table of Contents CERCLA Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended CFO Chief Financial Officer Clean Air Act Federal Clean Air Act of 1963, as amended Clean Energy Plan Consumers' long-term strategy for delivering clean, reliable, resilient, and affordable energy to its customers; this plan was originally outlined and approved in Consumers' 2018 integrated resource plan and subsequently updated and approved through its 2021 integrated resource plan Clean Water Act Federal Water Pollution Control Act of 1972, as amended CMS Energy CMS Energy Corporation and its consolidated subsidiaries, unless otherwise noted; the parent of Consumers and NorthStar Clean Energy CMS Land CMS Land Company, a wholly owned subsidiary of CMS Capital, L.L.C., a wholly owned subsidiary of CMS Energy Consumers Consumers Energy Company and its consolidated subsidiaries, unless otherwise noted; a wholly owned subsidiary o

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations MGP Manufactured gas plant 5 Table of Contents Migratory Bird Treaty Act Migratory Bird Treaty Act of 1918, as amended MISO Midcontinent Independent System Operator, Inc. mothball To place a generating unit into a state of extended reserve shutdown in which the unit is inactive and unavailable for service for a specified period, during which the unit can be brought back into service after receiving appropriate notification and completing any necessary maintenance or other work; generation owners in MISO must request approval to mothball a unit, and MISO then evaluates the request for reliability impacts MPSC Michigan Public Service Commission MW Megawatt, a unit of power equal to one million watts NAAQS National Ambient Air Quality Standards Natural Gas Act Natural Gas Act of 1938 Newport Solar Holdings Newport Solar Holdings III, LLC, a VIE in which Newport Solar Equity Holdings LLC, a wholly owned subsidiary of Grand River Solar, LLC, a wholly owned subsidiary of NorthStar Clean Energy, holds a Class B membership interest NorthStar Clean Energy NorthStar Clean Energy Company, a wholly owned subsidiary of CMS Energy, formerly known as CMS Enterprises Company NOx Nitrogen oxides NPDES National Pollutant Discharge Elimination System, a permit system for regulating point sources of pollution under the Clean Water Act NREPA Part 201 of Michigan's Natural Resources and Environmental Protection Act of 1994, as amended 6 Table of Contents NWO Holdco NWO Holdco, L.L.C., a VIE in which NWO Holdco I, LLC, a wholly owned subsidiary of Grand River Wind, LLC, a wholly owned subsidiary of NorthStar Clean Energy, holds a Class B membership interest OPEB Other post-employment benefits OPEB Plan Postretirement health care and life insurance plans of CMS Energy and Consumers, including certain present and former affiliates and subsidiaries P

Forward-looking Statements and Information

Forward-looking Statements and Information This Form 10Q and other CMS Energy and Consumers disclosures may contain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. The use of "anticipates," "assumes," "believes," "could," "estimates," "expects," "forecasts," "goals," "guidance," "intends," "may," "might," "objectives," "plans," "possible," "potential," "predicts," "projects," "seeks," "should," "targets," "will," and other similar words is intended to identify forward-looking statements that involve risk and uncertainty. This discussion of potential risks and uncertainties is designed to highlight important factors that may impact CMS Energy's and Consumers' businesses and financial outlook. CMS Energy and Consumers have no obligation to update or revise forward-looking statements regardless of whether new information, future events, or any other factors affect the information contained in the statements. These forward-looking statements are subject to various factors that could cause CMS Energy's and Consumers' actual results to differ materially from the results anticipated in these statements. These factors include, but are not limited to, the following, all of which are potentially significant: the impact and effect of recent events, such as worsening trade relations, geopolitical tensions, war, acts of terrorism, and the responses to these events, and related economic disruptions including, but not limited to, inflation, energy price volatility, and supply chain disruptions the impact of new regulation by the MPSC, FERC, and other applicable governmental proceedings and regulations, including any associated impact on electric or gas rates or rate structures 9 Table of Contents potentially adverse regulatory treatment, effects of a failure to receive timely regulatory orders that are or could come before the MPSC, FERC, or other governmental authorities, or effects of a government shutdown changes in the pe

—Financial Information

Part I—Financial Information

Financial Statements

Item 1. Financial Statements Index to Financial Statements

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 14 CMS Energy Consolidated Financial Statements (Unaudited) 46 Consolidated Statements of Income (Unaudited) 46 Consolidated Statements of Comprehensive Income (Unaudited) 47 Consolidated Statements of Cash Flows (Unaudited) 49 Consolidated Balance Sheets (Unaudited) 50 Consolidated Statements of Changes in Equity (Unaudited) 52 Consumers Consolidated Financial Statements (Unaudited) 54 Consolidated Statements of Income (Unaudited) 54 Consolidated Statements of Comprehensive Income (Unaudited) 55 Consolidated Statements of Cash Flows (Unaudited) 57 Consolidated Balance Sheets (Unaudited) 58 Consolidated Statements of Changes in Equity (Unaudited) 60 Notes to the Unaudited Consolidated Financial Statements 61 1: Regulatory Matters 61 2: Contingencies and Commitments 62 3: Financings and Capitalization 67 4: Fair Value Measurements 69 5: Financial Instruments 71 6: Retirement Benefits 72 7: Income Taxes 73 8: Earnings Per Share—CMS Energy 74 9: Revenue 75 10: Reportable Segments 80 11: Variable Interest Entities 83 12: Exit Activities 85 13 Table of Contents CMS Energy Corporation Consumers Energy Company

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations This MD&A is a combined report of CMS Energy and Consumers. Executive Overview CMS Energy is an energy company operating primarily in Michigan. It is the parent holding company of several subsidiaries, including Consumers, an electric and gas utility, and NorthStar Clean Energy, primarily a domestic independent power producer and marketer. Consumers' electric utility operations include the generation, purchase, distribution, and sale of electricity, and Consumers' gas utility operations include the purchase, transmission, storage, distribution, and sale of natural gas. Consumers' customer base consists of a mix of primarily residential, commercial, and diversified industrial customers. NorthStar Clean Energy, through its subsidiaries and equity investments, is engaged in domestic independent power production, including the development and operation of renewable generation, and the marketing of independent power production. CMS Energy and Consumers manage their businesses by the nature of services each provides. CMS Energy operates principally in three business segments: electric utility; gas utility; and NorthStar Clean Energy, its nonutility operations and investments. Consumers operates principally in two business segments: electric utility and gas utility. CMS Energy's and Consumers' businesses are affected primarily by: regulation and regulatory matters economic conditions weather energy commodity prices interest rates their securities' credit ratings The Triple Bottom Line CMS Energy's and Consumers' purpose is to achieve world class performance while delivering hometown service. In support of this purpose, CMS Energy and Consumers employ the "CE Way," a lean operating model designed to improve safety, quality, cost, delivery, and employee morale. CMS Energy and Consumers measure their progress toward the purpose by considering th

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