CMS Energy (CMS) 10-K risk factor changes: FY2024 vs FY2023

Disruptions in the capital and credit markets, or the inability to obtain required regulatory authorization for issuances of securities including debt, [added: including as may be required from FERC,] could adversely affect CMS Energy’s and Consumers’ access to liquidity needed for their businesses.

[removed: Recent] FERC policy allows many customer-owned behind-the-meter and grid-connected distributed energy resources to participate in and receive revenue from wholesale electricity [removed: markets.][added: markets, as governed by evolving wholesale market rules subject to FERC oversight.]

For example, MPSC orders could prevent or curtail Consumers from shutting off non‑paying [removed: customers or] [added: customers,] could prevent or limit the implementation of an electric or gas revenue [removed: mechanism.][added: mechanism, or could penalize Consumers for not meeting service and reliability standards.]

Failure of these subsidiaries to maintain this FERC authority could have a material [added: adverse effect on CMS Energy’s and Consumers’ liquidity, financial condition, and results of operations.]

Changes to the tariffs or business practice manuals of certain wholesale market operators such as MISO, PJM, or [removed: ERCOT could also have a material adverse effect on CMS Energy and Consumers.][added: ERCOT, or corresponding impacts]

CMS Energy and certain of its subsidiaries, including Consumers, are subject to, or affected by, extensive utility regulation and state and federal [removed: legislation.][added: legislation, including through application of policies and rules of numerous state and federal agencies and governmental entities.]

If it were determined that CMS Energy or Consumers failed to comply with applicable laws and regulations or with applicable tariff provisions, they could become subject to fines, penalties, [added: refund] or [added: disgorgement orders, or] disallowed costs, or be required to implement additional compliance, cleanup, or remediation programs, the cost of which could be material.

CMS Energy and Consumers cannot predict the impact of new laws, rules, regulations, [added: tariffs,] principles, or practices by federal or state agencies or wholesale electricity market operators, or challenges or changes to present laws, rules, regulations, [added: tariffs,] principles, or practices and the interpretation of any adoption or change.

Additionally, [removed: national] [added: natural] gas pipeline infrastructure has recently been under scrutiny following disruptions related to extreme weather and cyber incidents.

Consumers has announced a long-term strategy for delivering clean, reliable, resilient, and affordable energy, including a plan to end [removed: coal] [added: the] use [added: of coal] in [removed: 2025.][added: owned generation in 2025, and other subsidiaries of CMS Energy have plans to develop and operate clean energy assets.]

The MPSC, FERC, other regulatory authorities, or other third parties may prohibit, delay, or impair some or all of [added: CMS Energy’s and] Consumers’ planned acquisitions [added: or development] of owned or purchased electric generation [added: and storage] capacity.

[added: CMS Energy and] Consumers [added: and its contractors] may be unable to acquire, site, [added: construct timely,] and/or permit [added: generation and storage capacity, including] some or all of the generation [added: and storage] capacity proposed in [removed: its] [added: Consumers’] plan.

Consumers’ ability to implement its plan may be affected by environmental regulations, global supply chain disruptions, [added: import tariffs,] and changes in the cost, availability, and supply of [removed: generation capacity.][added: natural gas or the ability to deliver natural gas to customers.]

While CMS Energy and Consumers continue to advocate for advances in [added: commercially available] technologies required to reduce or eliminate greenhouse gases on a cost-effective [removed: basis,] [added: basis at scale,] such advances are largely outside of CMS Energy’s and Consumers’ control.

Advancements in technology related to items such as battery [removed: storage] [added: storage, carbon capture/storage,] and electric vehicles may not become commercially [added: available or economically feasible as projected.]

The MPSC, FERC, [added: U.S. Department of Transportation,] other regulatory authorities, or other third parties may prohibit, delay, or impair the Natural Gas Delivery Plan and some or all of the associated capital investments.

[added: CMS Energy and] Consumers’ ability to implement [removed: its plan] [added: their plans] may be affected by environmental regulations, global supply chain disruptions, [added: import tariffs,] and changes in the cost, availability, and supply of [removed: natural gas or the ability to deliver natural gas to customers.][added: generation and storage capacity.]

[added: Federal, state, and local environmental laws and rules, as well as international accords and treaties, could require CMS Energy and Consumers to install] additional equipment for emission controls, undertake heat-rate improvement projects, purchase carbon emissions allowances, curtail operations, invest in generating capacity with fewer carbon dioxide emissions, or take other significant steps to manage or lower the emission of greenhouse gases.

- a change in [added: policy/regulation,] regulators’ implementation of [removed: policy] [added: policy/regulation] or litigation originated by third parties against CMS Energy or Consumers due to CMS Energy’s or Consumers’ greenhouse gas or other emissions or CCR disposal and storage

Consumers expects to incur additional substantial costs related to the remediation of its former MGP sites and other response activity costs at a number of other former sites, including, but not limited to, sites of retired coal-fueled electric generating [removed: units, under NREPA, RCRA,] [added: units] and [removed: CERCLA.][added: sites containing coal ash and related materials, under]

Consumers believes these costs should be recoverable in [removed: rates,] [added: rates] but cannot guarantee that outcome.

Consumers’ planned investments include the construction or acquisition of electric generation, electric and gas infrastructure, conversions and expansions, environmental controls, electric grid [removed: modernization technology,] [added: automation technologies,] and other electric and gas investments to upgrade delivery systems, as well as decommissioning of older facilities.

The agreements that CMS Energy and Consumers enter into for the sale of assets [removed: customarily] [added: can] include provisions whereby they are required to:

If the Michigan economy becomes sluggish or declines, Consumers could experience reduced demand for electricity or natural gas that could result in decreased earnings and cash [added: flow.]

Customers could also reduce their consumption [added: of electricity and natural gas] through energy waste reduction programs.

Despite implementation of security measures, technology systems, including disaster recovery and backup systems, are vulnerable to failure, cyber [removed: crime,] [added: attacks,] unauthorized access, and being disabled.

[removed: Cyber crime, which includes the use of malware, ransomware, computer viruses, and other means for disruption or] unauthorized access against companies, including CMS Energy and Consumers, [removed: is] [added: are] increasing in frequency, scope, and potential impact.

[removed: Consumers’] [added: Assets, equipment, and personnel of CMS Energy and Consumers, including] electric and gas delivery systems, power plants, gas infrastructure including storage facilities, wind energy or solar equipment, energy products, [added: energy storage assets,] vehicle fleets and equipment, [removed: or] other [removed: assets; the independent power plants or other assets and equipment owned in whole or in part by CMS Energy; or CMS Energy] [added: assets,] or [removed: Consumers] employees [added: and contractors,] could be involved in incidents, failures, or accidents that result in injury, loss of life, or property loss [added: and damage] to customers, employees, or the public.

Although CMS Energy and Consumers have insurance coverage for many potential incidents (subject to deductibles, limitations, and self-insurance amounts that could be material), depending upon the nature or severity of any incident, failure, or accident, CMS Energy or Consumers could suffer financial loss, reputational damage, and negative repercussions from regulatory agencies or other public [removed: authorities.][added: authorities, even where there is no legal liability.]

[removed: No assurance can be made that these strategies will be successful in managing] CMS Energy’s and Consumers’ risk or that they will not result in net liabilities to CMS Energy or Consumers as a result of future volatility.

A substantial portion of Consumers’ operating expenses for its electric generating plants and vehicle fleet consists of the costs of obtaining [removed: these] commodities.

[removed: Consumers] [added: CMS Energy and Consumers] might not be able to obtain an adequate supply of natural gas or coal, which could limit [removed: its] [added: their] ability to operate [removed: its] electric generation facilities or serve [removed: its] [added: Consumers’] natural gas customers.

[removed: Consumers has natural gas and coal supply] [added: CMS Energy] and [removed: transportation] [added: Consumers have] contracts in place for the [added: supply and transportation of the] natural [removed: gas] [added: gas, coal,] and [removed: coal it requires] [added: other fuel sources they require] for [removed: its] [added: their] electric generating capacity.

Apart from the contractual and monetary remedies available to [added: CMS Energy and] Consumers in the event of a counterparty’s failure to perform under any of these contracts, there can be no assurances that the counterparties to these contracts will fulfill their obligations to provide natural gas or coal to [added: CMS Energy or] Consumers.

The counterparties under the agreements could experience financial or operational problems that inhibit their ability to fulfill their obligations to [added: CMS Energy or] Consumers.

In addition, counterparties under these contracts might not be required to supply natural gas or coal to [added: CMS Energy or] Consumers under certain circumstances, such as in the event of a natural disaster or severe weather.

Unforeseen outages or maintenance of the electric and gas delivery systems, power plants, gas infrastructure including storage facilities and compression stations, wind energy or solar equipment, [added: energy storage assets,] and energy products owned in whole or in part by CMS Energy or Consumers may be required for many reasons.

[removed: When unplanned outages occur, CMS Energy and Consumers will not only] incur unexpected maintenance expenses, but may also have to make spot market purchases of electric and gas commodities that may exceed CMS Energy’s or Consumers’ expected cost of generation or gas supply, be forced to curtail services, or retire a given asset if the cost or timing of the maintenance is not reasonable and prudent.

[removed: Any] [added: In addition, any] delay or default in payment or performance, including inadequate performance, of contractual obligations [added: (such as contractual obligations by third parties to perform work, supply equipment, provide services, and meet related specifications or requirements),] could have a material adverse effect on CMS Energy and Consumers.

CMS Energy and Consumers could suffer negative impacts to their reputations as a result of operational incidents, [added: accidents, actual or perceived] violations of corporate [removed: policies,] [added: policies or] regulatory violations, inappropriate use of social media, or other events.

The creation of utilities by municipalities in Consumers’ service territory, or the impairment of Consumers’ franchise rights to serve customers in municipalities, could have a material adverse effect on CMS Energy’s and Consumers’ businesses.

Michigan law allows Consumers’ electric and natural gas utility businesses to serve customers pursuant to franchises granted by municipalities.

Michigan law also allows municipalities to create, own, and operate utilities.

If one or more municipalities in Consumers’ service territory created a new or supplemental utility, or impaired the franchise under which Consumers serves customers in the municipality, it could have a material adverse effect on CMS Energy and Consumers.

such as interconnection delays for new electric generation or storage projects, could also have a material adverse effect on CMS Energy and Consumers.

Consumers’ planned electric generation capacity, including renewable generation or storage projects, may be adversely impacted by interconnection delays at MISO or in the footprints of other regional transmission organizations, and/or by interconnection costs.

Consumers has also announced its Reliability Roadmap.

The Reliability Roadmap includes larger investments in grid hardening, distribution capacity, and automation to deliver better than median reliability to customers given increasingly severe weather and customer adoption of new technologies.

The MPSC or other third parties may prohibit, delay, or impair the Reliability Roadmap and some or all

of the associated capital investments.

Consumers’ ability to implement its plan may be affected by global supply chain disruptions and/or workforce availability.

The change in administration and the expiring tax cuts in the TCJA could result in changes to the renewable energy tax credits enacted in the Inflation Reduction Act of 2022.

These changes could impact CMS Energy’s and Consumers’ clean energy efforts.

NREPA, RCRA, CERCLA and related state and federal regulations.

- effective and timely contractor performance

- interconnection uncertainty, delays, and costs for electric generation projects

Demand for electricity associated with data center expansion could have a material effect on CMS Energy and Consumers.

Consumers’ utility operations are affected by new customers and load growth.

Rapid expansion of data centers associated with increasing demand for cloud services, artificial intelligence, and other applications could lead to an unprecedented increase in demand for electric power in MISO and in Consumers’ service territory.

Data center electric demand could require a rapid and significant increase in generation capacity and grid infrastructure in the MISO footprint as well as in Consumers’ service territory, which could have a material effect on CMS Energy and Consumers.

Alternatively, this rapid expansion of data centers and resulting increase in demand for electric power in MISO and in Consumers’ service territory may not develop as planned.

Cyber attacks, which include the use of malware, ransomware, computer viruses, and other means for disruption or

No assurance can be made that these strategies will be successful in managing

When unplanned outages occur, CMS Energy and Consumers will not only

[Table of](#i6eb35e0fb6bd461e96f1608454683d6b_34) [Contents](#i6eb35e0fb6bd461e96f1608454683d6b_34)

adverse effect on CMS Energy’s and Consumers’ liquidity, financial condition, and results of operations.

In 2021, the Transportation Security Administration issued two mandatory security directives related to natural gas pipelines that apply to Consumers.

available or economically feasible as projected.

Federal, state, and local environmental laws and rules, as well as international accords and treaties, could require CMS Energy and Consumers to install

flow.

Consumers operates principally in two business [added: segments: electric utility and gas utility.]

In support of this purpose, CMS Energy and Consumers [removed: employ] [added: couple digital transformation with] 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 their impact on the “triple bottom line” of people, planet, and [removed: profit, which is underpinned by performance;] [added: prosperity;] this consideration takes into account not only the economic value that CMS Energy and Consumers create for customers and investors, but also their responsibility to social and environmental goals.

[removed: ][added: ]

CMS Energy’s Sustainability Report, which is available to the public, describes CMS Energy’s and Consumers’ progress toward world class performance measured in the areas of people, planet, and [removed: profit.][added: prosperity.]

The safety of [removed: employees,] [added: co-workers,] customers, and the general public is a priority of CMS Energy and Consumers.

The plan proposes the following spending for projects designed to reduce the number and duration of power outages to customers through investment in infrastructure upgrades, [removed: forestry] [added: vegetation] management, and grid modernization:

- capital expenditures of $7 billion [removed: over the next five years;] [added: through 2028;] this amount is $3 billion higher than proposed in the previous plan

- maintenance and operating spending of $1.7 billion [removed: over the next five years,] [added: through 2028,] reflecting an increase of $300 million over the previous plan

CMS Energy, including Consumers, has decreased its combined percentage of electric supply (self-generated and purchased) from coal by [removed: 25] [added: 23] percentage points since 2015.

Additionally, as a result of actions already taken through [removed: 2023,] [added: 2024,] initial measurement data indicates Consumers has:

- reduced carbon dioxide emissions [added: from owned generation] by [removed: nearly 40] [added: more than 30] percent since 2005

- reduced methane emissions by [removed: more than 25] [added: nearly 30] percent since 2012

- reduced landfill waste disposal by more than [removed: 1.8] [added: two] million tons since 1992

- enhanced, restored, or protected more than [removed: 8,800] [added: 11,700] acres of land since 2017

Since 2005, Consumers has reduced its sulfur dioxide and particulate matter emissions by [removed: more than] [added: nearly] 95 percent and its NOx emissions by [removed: nearly 88] [added: more than 86] percent.

Consumers began tracking mercury emissions in 2007; since that time, it has reduced such emissions by [removed: nearly 93] [added: more than 92] percent.

[removed: ][added: ]

- [removed: raises] [added: raised] the renewable energy standard from the present [removed: 15-percent] [added: 15‑percent] requirement to 50 percent by 2030 and 60 percent by 2035; renewable energy generated anywhere within MISO [removed: may] [added: can] be applied to meeting this standard, with certain limitations

- [removed: sets] [added: set] a clean energy standard of 80 percent by 2035 and 100 percent by 2040; low- or zero-carbon emitting resources, such as nuclear generation and natural gas generation coupled with carbon capture, are considered clean energy sources under this standard

- [removed: enhances] [added: enhanced] existing incentives for energy efficiency programs and returns earned on [removed: competitively bid] [added: new clean or renewable] PPAs

- [removed: expands] [added: expanded] the statutory cap on distributed generation resources to ten percent

Consumers [removed: is required to file] [added: filed] updates to its [removed: amended] renewable energy plan [removed: before or] in [removed: 2025] [added: November 2024] and [added: plans to file updates to] its Clean Energy Plan [removed: before or] in [removed: 2027.][added: 2026.]

Together, these updated plans will [removed: outline a path] [added: serve as Consumers’ blueprint] to meeting the requirements of the 2023 Energy Law by focusing on increasing the generation of renewable energy, deploying energy storage, helping customers use less energy, and offering demand response programs to reduce demand during critical peak times.

Consumers’ Clean Energy Plan details its strategy to meet customers’ long-term energy needs and was most recently revised and approved by the MPSC in [removed: June] 2022 under Michigan’s integrated resource planning process.

The Clean Energy Plan outlines Consumers’ long-term strategy for delivering [removed: clean,] [added: safe,] reliable, [removed: resilient,] [added: affordable, clean,] and [removed: affordable] [added: equitable] energy to its [removed: customers, including plans to:][added: customers.]

- [removed: end] [added: ending] the use of [removed: coal-fueled] [added: coal in owned] generation in 2025, 15 years sooner than initially planned

- [removed: purchase] [added: purchasing] the Covert Generating Station, a natural gas-fueled generating facility with 1,200 MW of nameplate capacity, allowing Consumers to continue to provide controllable sources of electricity to customers; this purchase was completed in May 2023

- [removed: solicit up to 700 MW of] [added: soliciting] capacity [removed: through PPAs] from sources able to deliver to Michigan’s Lower [removed: Peninsula beginning in 2025][added: Peninsula, including battery storage facilities]

[removed: Under the Clean Energy Plan,] [added: Additionally,] Consumers earns a return equal to its pre-tax weighted-average cost of capital on permanent capital structure on payments made under new [removed: competitively bid] [added: clean, renewable, or energy storage] PPAs with [removed: non‑affiliated entities approved by the MPSC.][added: non-affiliated entities.]

[removed: ][added: ]

To date, Consumers has reduced methane emissions by [removed: more than 25] [added: nearly 30] percent.

*Net-zero greenhouse gas emissions target for the entire business by 2050:* This goal incorporates greenhouse gas emissions from Consumers’ natural gas delivery system, including suppliers and [removed: customers, and has an interim goal of reducing customer emissions by 20 percent by 2030.]

Additionally, to advance its environmental stewardship in Michigan and to minimize the impact of future regulations, Consumers set the following [removed: targets in 2022:][added: goals for the five-year period 2023 through 2027:]

- to enhance, restore, or protect 6,500 acres of land [removed: by 2026;] through [removed: 2023,] [added: 2027;] Consumers [added: has] enhanced, restored, or protected more than [removed: 2,700] [added: 5,000] acres of land [added: towards this goal]

- to reduce water usage by [removed: 1.5] [added: 1.7] billion gallons [removed: by 2026;] through [removed: 2023,] [added: 2027;] Consumers [added: has] reduced water usage by more than [removed: 1.4] [added: 1.3] billion gallons [added: towards this goal]

- to [removed: increase the rate] [added: annually divert a minimum] of [added: 90 percent of] waste [removed: diverted] from landfills (through waste reduction, recycling, and [removed: reuse) to 90 percent through 2023 from a baseline of 88 percent in 2021;] [added: reuse);] during [removed: 2023,] [added: 2024,] Consumers’ rate of waste diverted from landfills was [removed: 91] [added: 92] percent

[removed: Profit:] [added: Prosperity:] The [removed: profit] [added: prosperity] element of the triple bottom line represents CMS Energy’s and Consumers’ commitment to meeting their financial objectives and providing economic development opportunities and benefits in the communities in which they do business.

In [removed: 2023,] [added: 2024,] CMS Energy’s net income available to common stockholders was [removed: $877] [added: $993] million, and diluted EPS were [removed: $3.01.][added: $3.33.]

This compares with net income available to common stockholders of [removed: $827] [added: $877] million and diluted EPS of [removed: $2.85] [added: $3.01] in [removed: 2022.][added: 2023.]

CMS Energy’s and Consumers’ purpose is to provide safe, reliable, affordable, clean, and equitable energy in service of their customers.

In the electric rate case it filed in May 2024, Consumers outlined its proposal to begin implementing the Reliability Roadmap and requested rate recovery of the investments needed to support the plan’s key objectives.

- created a new energy storage standard that requires electric utilities to file plans by 2029 to obtain new energy storage that will contribute to a Michigan target of 2,500 MW based on their pro rata share

This strategy includes:

Consumers’ proposed updates to its renewable energy plan include:

- the addition of up to 9,000 MW of both purchased and owned solar energy resources

- the addition of up to 2,800 MW of new, competitively bid wind capacity

- the co-location of battery energy storage with its renewable energy assets to optimize those assets

Coupled with updates to the Clean Energy Plan, these actions will enable Consumers to achieve 60 percent renewable energy by 2035 and 100 percent clean energy by 2040, and will also contribute to Consumers’ achievement of the net-zero emissions goals discussed below.

customers, and has an interim goal of reducing customer emissions by 25 percent by 2035.

In 2024, electric and gas rate increases were offset partially by higher interest charges and increased depreciation and property taxes, reflecting higher capital spending.

Weather-normalized gas deliveries are expected to remain stable relative to 2024, reflecting modest growth in gas demand, offset by the effects of energy waste reduction programs.

During 2024, CMS Energy and Consumers:

- created a Clean Energy Workforce Development Program for people employed in the building trades to receive training and certifications in the areas of advanced energy efficiency, lead abatement, and other work

- buried power lines in multiple Michigan communities under a targeted undergrounding pilot program in efforts to improve electric service for Consumers’ electric customers

- began installation of nearly 3,000 line sensors, 100 automatic transfer reclosers, and 1,200 iron utility poles to improve electric reliability and help prevent power outages

- expanded Consumers’ MI Clean Air program to include several renewable natural gas projects being developed and constructed across Michigan, increasing options for customers to offset emissions associated with their natural gas use

- collaborated with the Muskegon County Resource Recovery Center to develop a 250-MW solar energy center, Consumers’ first large-scale, self-developed solar project, that is expected to power 40,000 homes by 2026

- updated Consumers’ Transportation Electrification Plan, aiming to power over 1,500 new fast charging locations and serve one million electric vehicles in Michigan by 2030

- launched a new workplace electric vehicle charging program, offering rebates to businesses that install chargers, with a goal of equipping over 500 workplaces by 2030

In October 2024, Consumers revised its requested increase to $277 million, primarily to reflect the removal of projected capital investments associated with certain solar facilities that Consumers incorporated into its amended renewable energy plan.

The MPSC must issue a final order in this case before or in March 2025.

*2023 Electric Rate Case*: In March 2024, the MPSC issued an order authorizing an annual rate increase of $92 million, which is inclusive of a $9 million surcharge for the recovery of select distribution

*2024 Gas Rate Case:* In December 2024, Consumers filed an application with the MPSC seeking an annual rate increase of $248 million based on a 10.25‑percent authorized return on equity for the projected 12‑month period ending October 31, 2026.

The MPSC must issue a final order in this case before or in October 2025.

Additionally, the settlement approves the use of $27.5 million, or one-fourth, of the gain on the sale of Consumers’ unregulated ASP business as an offset to the revenue deficiency in lieu of additional rate relief during the test year.

This results in effective rate relief of $62.5 million for the test year.

The settlement agreement also provides for the remaining three-fourths of the $110 million gain on the sale of the ASP business, or $82.5 million, to be provided to customers as a bill credit over a three-year period.

The new rates, including the bill credit, became effective October 1, 2024.

The CE Way is an important means of realizing CMS Energy’s and Consumers’ purpose of providing safe, reliable, affordable, clean, and equitable energy in service of their customers.

| Gas rate increase, including gain amortization in lieu of rate relief1 | | | | | | | | | | | | | | | | | | | | | 84 | | | | | | | | |

| Lower ASP revenue net of expense due to sale | | | | | | | | | | | | | | | | | | | | | (7) | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 144 | |

| Higher energy waste reduction program revenues | | | | | | | | | | | | | | | | | | | | | 10 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 290 | |

| Lower service restoration costs | | | | | | | | | | | | | | | | | | | | | 32 | | | | | | | | |

| Higher energy waste reduction program costs | | | | | | | | | | | | | | | | | | | | | (10) | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | 9 | | |

| Higher renewable energy tax credits2 | | | | | | | | | | | | | | | | | | | | | 11 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | (35) | | |

[Table of](#i6eb35e0fb6bd461e96f1608454683d6b_34) [Contents](#i6eb35e0fb6bd461e96f1608454683d6b_34)

segments: electric utility and gas utility.

CMS Energy’s and Consumers’ purpose is to achieve world class performance while delivering hometown service.

Over the last ten years, Consumers’ OSHA recordable incident rate has decreased by 20 percent.

Consumers will request rate recovery of these proposed expenditures in future electric rate cases.

- expand its investment in renewable energy, adding nearly 8,000 MW of solar generation by 2040

The Clean Energy Plan will allow Consumers to exceed its breakthrough goal of at least 50‑percent combined renewable energy and energy waste reduction by 2030.

Presented in the following illustration is Consumers’ 2021 capacity portfolio and its future capacity portfolio under its Clean Energy Plan.

This illustration includes the effects of purchased capacity and customer programs and uses the nameplate capacity for all energy sources:

1 Does not include RECs.

2 Includes energy waste reduction, demand response, and conservation voltage reduction programs.

3 These amounts and fuel sources will vary and are dependent on a one‑time competitive solicitation to acquire up to 700 MW of capacity through PPAs from sources able to deliver to Michigan’s Lower Peninsula beginning in 2025.

In addition to Consumers’ plan to eliminate its use of coal-fueled generation in 2025, CMS Energy and Consumers have set the net‑zero emissions goals discussed below.

*Net-zero carbon emissions from electric business by 2040:* This goal includes not only emissions from owned generation, but also emissions from the generation of power purchased through long-term PPAs and from the MISO energy market.

Consumers expects to meet 90 percent of its customers’ needs with clean energy sources by 2040 through execution of its Clean Energy Plan.

New technologies and carbon offset measures including, but not limited to, carbon sequestration, methane emission capture, forest preservation, and reforestation may be used to close the gap to achieving net-zero carbon emissions.

In 2023, gas and electric rate increases, operational cost performance, and gains on the extinguishment of debt were offset partially by lower gas and electric sales due primarily to unfavorable weather, higher service restoration costs attributable to storms, and higher interest charges.

During 2023, CMS Energy met all requirements for inclusion in the MSCI ESG Leaders Indexes; these indexes are designed to represent the performance of companies that have high environmental, social, and governance ratings relative to their sector peers.

Additionally, Consumers:

- was selected to receive a $100 million grant from the U.S. Department of Energy to fund investments in its electric distribution system, improving the reliability of Michigan’s electric grid

- participated in the state’s economic development efforts that have resulted in commitments by large third-party manufacturers to construct facilities for electric vehicle batteries and battery components in Michigan

- announced plans for an 85-MW solar array to be constructed at the former D.E. Karn coal-generating facilities, which were retired earlier in 2023

- grew its voluntary large customer renewable energy program to approximately 365 MW

- opened a state-of-the-art natural gas training facility in Flint, Michigan that will facilitate employee training that is critical to keeping workers, customers, and the public safe

- announced plans to install more than 120 automatic transfer reclosers to improve electric reliability and help prevent power outages

- announced new efforts to install electric vehicle chargers at apartment buildings, condominiums, and overnight community locations across the state of Michigan

- was one of 15 recipients of the U.S. Department of Defense’s 2023 Secretary of Defense Employer Support Freedom Award, an honor to employers for support of National Guard and Reserve employees

The filing requests authority to recover new infrastructure investment and related costs that are expected to allow Consumers to continue to provide safe, reliable, affordable, and increasingly cleaner natural gas service.

The MPSC also authorized the use of a cost deferral mechanism that will allow Consumers to defer for future recovery or refund pension and OPEB expense above or below the amounts used to set existing rates.

The CE Way is an important means of realizing CMS Energy’s and Consumers’ purpose of achieving world class performance while delivering hometown service.

| Absence of 2022 voluntary revenue refunds, including one-time bill credit commitment1 | | | | | | | | | | | | | | | | | | | | | 37 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | (80) | |

1See Note 2, Regulatory Matters.

| Absence of 2022 voluntary revenue refunds, including one-time bill credit commitment2 | | | | | | | | | | | | | | | | | | | | | 29 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 90 | |

| Lower corporate and general operating expenses | | | | | | | | | | | | | | | | | | | | | 37 | | | | | | | | |

| Higher service restoration costs due primarily to increased storm activity | | | | | | | | | | | | | | | | | | | | | (75) | | | | | | | | |

| Lower mutual insurance distribution | | | | | | | | | | | | | | | | | | | | | (9) | | | | | | | | |

| Higher vegetation management costs | | | | | | | | | | | | | | | | | | | | | (7) | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | (46) | | |

| December 31 | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | |

| CMS Energy, including Consumers | | | | | | $ | [removed: 751] [added: 717] | | | | | $ | [removed: 711] [added: 751] | |

| Consumers | | | | | | [removed: 534] [added: 543] | | | | | | [removed: 482] [added: 534] | | |

The annual earnings exposure related to variable-rate financing was immaterial for both CMS Energy and Consumers at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] assuming an adverse change in market interest rates of ten percent.

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 6, Financial [removed: Instruments][added: Instruments.]

[Table of](#i6eb35e0fb6bd461e96f1608454683d6b_34) [Contents](#i6eb35e0fb6bd461e96f1608454683d6b_34)

CMS Energy’s consolidated operating revenue was $7.5 billion in [added: 2024 and] 2023, [removed: $8.6 billion in 2022,] and [removed: $7.3] [added: $8.6] billion in [removed: 2021.][added: 2022.]

Consumers’ rates and certain other aspects of its business are subject to the jurisdiction of the MPSC and FERC, as well as to NERC reliability standards, as described in [removed: Item 1.][added: CMS Energy and Consumers Regulation.]

Consumers’ consolidated operating revenue was $7.2 billion in [added: 2024 and] 2023, [removed: $8.2 billion in 2022,] and [removed: $7.0] [added: $8.2] billion in [removed: 2021.][added: 2022.]

For additional information on Consumers’ properties, see [removed: Item 1.][added: Business Segments—Consumers Electric Utility—Electric Utility Properties and Consumers Gas Utility—Gas Utility Properties.]

In [removed: 2023,] [added: 2024,] Consumers served 1.9 million electric customers and 1.8 million gas customers in Michigan’s Lower Peninsula.

| [removed: ] [added: ] | | | | | | | | | | | | [added: | | |]

| | | | | | | [added: | | |] Electric service territory | | | | | |

| | | | | | | [added: | | |] Gas service territory | | | | | |

| | | | | | | [added: | | |] Combination electric and gas service territory | | | | | |

For information regarding CMS Energy’s and Consumers’ purpose and impact on the “triple bottom line” of people, planet, and [removed: profit,] [added: prosperity,] see Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations—Executive Overview.]

Electric Utility Operations: Consumers’ electric utility operations, which include the generation, purchase, distribution, and sale of electricity, generated operating revenue of [removed: $4.7] [added: $5.1] billion in [removed: 2023, $5.4] [added: 2024, $4.7] billion in [removed: 2022,] [added: 2023,] and [removed: $5.0] [added: $5.4] billion in [removed: 2021.][added: 2022.]

Presented in the following illustration is Consumers’ [removed: 2023] [added: 2024] electric utility operating revenue of [removed: $4.7] [added: $5.1] billion by customer class:

[removed: ][added: ]

In [removed: 2022,] [added: 2024,] Consumers’ electric deliveries were 37 billion kWh, which included ROA deliveries of [removed: three] [added: four] billion kWh, resulting in net bundled sales of [removed: 34] [added: 33] billion kWh.

Presented in the following illustration are Consumers’ monthly weather-normalized electric deliveries (deliveries adjusted to reflect normal weather conditions) to its customers, including ROA deliveries, during [removed: 2023] [added: 2024] and [removed: 2022:][added: 2023:]

[removed: ][added: ]

Consumers’ [removed: 2023] [added: 2024] summer peak demand was [removed: 8,067] [added: 8,030] MW, which included ROA demand of [removed: 549] [added: 603] MW.

For the [removed: 2022-2023] [added: 2023-2024] winter season, Consumers’ peak demand was [removed: 5,358] [added: 5,594] MW, which included ROA demand of [removed: 430] [added: 410] MW.

As required by MISO reserve margin requirements, Consumers owns or controls, through long-term [removed: PPAs and] [added: PPAs,] short-term capacity purchases, [added: and auction capacity purchases,] all of the capacity required to supply its projected firm peak load and necessary reserve margin for summer [removed: 2024.][added: 2025.]

- [removed: 4,645] [added: 4,646] miles of high-voltage distribution overhead lines operating at 46 kV and 69 kV

- [removed: 82,049] [added: 81,924] miles of electric distribution overhead lines

- [removed: 9,708] [added: 9,775] miles of underground distribution lines

- [removed: 1,099] [added: 1,098] substations with an aggregate transformer capacity of 28 million kVA

The Clean Energy Plan was most recently revised and approved by [added: the MPSC in 2022.]

[removed: Under] [added: While Consumers’ existing Clean Energy Plan, established under] Michigan’s integrated resource planning process, [removed: Consumers is required to file proposed updates to its Clean Energy Plan before or in 2027; these updates will outline] [added: provides] a path [removed: to] [added: towards] meeting the requirements of the 2023 Energy [removed: Law that was enacted in Michigan] [added: Law, Consumers will file updates to the plan] in [removed: November 2023.][added: 2026 to expand and solidify that path.]

[removed: In accordance with its Clean Energy Plan,] [added: Specifically,] Consumers retired the D.E. Karn coal-fueled generating units in June 2023 and plans to retire the J.H. Campbell coal-fueled generating units in 2025.

In order to continue providing controllable sources of electricity to customers while expanding its investment in renewable energy, Consumers purchased the Covert Generating Station, a natural gas-fueled generating [removed: facility,] [added: facility with 1,200 MW of nameplate capacity,] in May 2023.

For further information on Consumers’ progress towards [removed: its net-zero] [added: reducing] carbon emissions [removed: goal,] [added: and towards meeting the requirements of the 2023 Energy Law,] see Item 7.

Presented in the following table are details about Consumers’ [removed: 2023] [added: 2024] electric generation and supply mix:

| Name and Location (Michigan) | | | Number of Units and Year Entered Service | | | [removed: 2023] [added: 2024] Generation Capacity (MW) | | | 1 | | | [removed: 2023] [added: 2024] Electric Supply (GWh) | | | | | |

| J.H. Campbell 1 & 2 – West Olive2 | | | 2 Units, 1962-1967 | | | [removed: 617] [added: 540] | | | | | | [removed: 2,025] [added: 2,718] | | | | | |

| J.H. Campbell 3 – West Olive2,3 | | | 1 Unit, 1980 | | | [removed: 784] [added: 791] | | | | | | [removed: 4,260] [added: 5,214] | | | | | |

| D.E. Karn 3 & 4 – Essexville | | | 2 Units, 1975-1977 | | | 1,200 | | | | | | [removed: 14] [added: 96] | | | | | |

| Ludington – Ludington | | | 6 Units, 1973 | | | [removed: 1,115] [added: 1,112] | | | [removed: 5] [added: 4] | | | [removed: (349)] [added: (458)] | | | [removed: 6] [added: 5] | | |

| Conventional hydro generation | | | 35 Units, 1906-1949 | | | [removed: 77] [added: 75] | | | | | | [removed: 376] [added: 366] | | | | | |

| Covert Generating Station – [removed: Covert7] [added: Covert] | | | 3 Units, 2004 | | | [removed: 1,088] [added: 1,089] | | | | | | [removed: 4,654] [added: 7,159] | | | | | |

| Jackson – Jackson | | | 1 Unit, 2002 | | | [removed: 538] [added: 534] | | | | | | [removed: 1,937] [added: 2,001] | | | | | |

| Zeeland – Zeeland | | | 3 Units, 2002 | | | [removed: 532] [added: 520] | | | | | | [removed: 3,418] [added: 3,963] | | | | | |

| Zeeland (simple cycle) – Zeeland | | | 2 Units, 2001 | | | [removed: 318] [added: 314] | | | | | | [removed: 1,200] [added: 1,733] | | | | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

Under Michigan’s integrated resource planning process, Consumers will file updates

to its Clean Energy Plan in 2026.

Together with updates to its renewable energy plan that Consumers filed in November 2024, these updated plans will serve as Consumers’ blueprint to meeting the requirements of the 2023 Energy Law that was enacted in Michigan in November 2023.

Consumers has also contracted to purchase 400 MW of capacity from battery storage facilities, which will be located in Michigan’s Lower Peninsula and are expected to be operational by 2027.

In November 2024, Consumers filed updates to its renewable energy plan, proposing an addition of up to 9,000 MW of both purchased and owned solar energy resources and up to 2,800 MW of new, competitively bid wind capacity.

These actions will enable Consumers to achieve 60 percent renewable energy by 2035 and 100 percent clean energy by 2040.

| | | | | | | 1,331 | | | | | | 7,932 | | | | | |

| | | | | | | 1,187 | | | | | | (92) | | | | | |

| | | | | | | 2,143 | | | | | | 13,123 | | | | | |

| | | | | | | 833 | | | | | | 2,148 | | | | | |

| *Battery storage capacity* | | | | | | | | | | | | | | | | | |

| Batteries – Grand Rapids, Cadillac, Kalamazoo, and Standish | | | 4 Units, 2021-2022 | | | 3 | | | | | | — | | | | | |

| Total owned generation | | | | | | 7,016 | | | | | | 24,947 | | | | | |

| Wind generation | | | | | | 384 | | | | | | 996 | | | | | |

| Solar generation | | | | | | 803 | | | | | | 1,152 | | | | | |

| | | | | | | 2,837 | | | | | | 13,030 | | | | | |

| Net interchange power8 | | | | | | — | | | | | | (2,715) | | | | | |

| Total supply | | | | | | 9,853 | | | | | | 35,262 | | | | | |

on plant availability and fuel costs.

2NorthStar Clean Energy has entered into an agreement to sell a noncontrolling interest in this plant in 2025.

3NorthStar Clean Energy has entered into an agreement to sell this plant in 2025.

Consumers’ Clean Energy Plan details its long-term strategy for delivering safe, reliable, affordable, clean, and equitable energy to its customers.

Business—CMS Energy and Consumers Regulation.

Business—Business Segments—Consumers Electric Utility—Electric Utility Properties and Business Segments—Consumers Gas Utility—Gas Utility Properties.

[Table of](#i6eb35e0fb6bd461e96f1608454683d6b_34) [Contents](#i6eb35e0fb6bd461e96f1608454683d6b_34)

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| • | | | | | | Electric generation and battery storage facilities | | | | | |

- four battery facilities with storage capacity of ten MWh

the MPSC in June 2022.

Consumers’ Clean Energy Plan provides the foundation for its goal to achieve net-zero carbon emissions from its electric business by 2040.

This goal includes not only emissions from owned generation, but also emissions from the generation of power purchased through long-term PPAs and from the MISO energy market.

Consumers expects to meet 90 percent of its customers’ needs with clean energy sources by 2040 through execution of its Clean Energy Plan, which calls for replacing its coal-fueled generation predominantly with investment in renewable energy.

New technologies and carbon offset measures including, but not limited to, carbon sequestration, methane emission capture, forest preservation, and reforestation may be used to close the gap to achieving net-zero carbon emissions.

| D.E. Karn 1 & 2 – Essexville4 | | | 2 Units, 1959-1961 | | | — | | | | | | 599 | | | | | |

| | | | | | | 1,401 | | | | | | 6,884 | | | | | |

| | | | | | | 1,192 | | | | | | 27 | | | | | |

| | | | | | | 2,158 | | | | | | 10,009 | | | | | |

| | | | | | | 632 | | | | | | 1,610 | | | | | |

| Wind generation | | | | | | 385 | | | | | | 970 | | | | | |

| Solar generation | | | | | | 307 | | | | | | 554 | | | | | |

| | | | | | | 2,354 | | | | | | 10,147 | | | | | |

4Consumers retired these generating units in June 2023.

7Consumers completed the purchase of this facility in May 2023.

| Total owned generation | | | 19,751 | | | 18,752 | | | 18,076 | | |

| Net interchange power4 | | | 4,532 | | | 3,943 | | | 645 | | |

| Total supply | | | 34,430 | | | 35,510 | | | 34,386 | | |

2This project began operations in October 2023.

Consumers’ Clean Energy Plan details its strategy to meet customers’ long-term energy needs and provides the foundation for its goal to achieve net-zero carbon emissions from its electric business by 2040.

For additional information on Consumers’ Clean Energy Plan, see Item 7.

In addition to Consumers’ efforts to reduce the electric utility’s carbon footprint, it is also making efforts to reduce the gas utility’s methane footprint.

Over the last ten years, Consumers’ OSHA recordable incident rate has decreased by 20 percent.

For the year ended December 31, 2023, the companies attained a score of 61 percent positive sentiment for engagement, 48 percent positive sentiment for empowerment, and 65 percent positive sentiment for diversity, equity, and inclusion.

In 2023, CMS Energy and Consumers launched two new leadership development programs for mid-level and front-line leaders.

This is done through embedding standards for diversity, equity, and inclusion into all company processes and ensuring these standards are incorporated into all employee experiences.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Name, Age, Position(s) | | | Period | | |

| *CMS Energy* | | | | | |

| *Consumers* | | | | | |

| *NorthStar Clean Energy* | | | | | |

| Catherine A. Hendrian (age 55) | | | | | |

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ☐] [added: ☐] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

| Commission File [removed: Number] [added: No.] | | | [added: | | |] Registrant; State of Incorporation; Address; and Telephone Number | | | [added: | | | | | | | | |] IRS Employer Identification No. | | |

[added: | | | | (A Michigan Corporation)] One Energy Plaza, Jackson, Michigan 49201 [added: (517) 788-0550 | | | | | | | | | | | | | | | | | |]

The aggregate market value of CMS Energy voting and non‑voting common equity held by non‑affiliates was [removed: $17.063] [added: $17.701] billion for the [removed: 290,440,980] [added: 297,340,567] CMS Energy Corporation Common Stock shares outstanding on June [removed: 30, 2023] [added: 28, 2024] based on the closing sale price of [removed: $58.75] [added: $59.53] for CMS Energy Corporation Common Stock, as reported by the New York Stock Exchange on such date.

There were no shares of Consumers common equity held by non‑affiliates as of June [removed: 30, 2023.][added: 28, 2024.]

There were [removed: 294,443,620] [added: 298,794,638] shares of CMS Energy Corporation Common Stock outstanding on January [removed: 12, 2024.][added: 17, 2025.]

On January [removed: 12, 2024,] [added: 17, 2025,] CMS Energy held all 84,108,789 outstanding shares of common stock of Consumers.

Documents incorporated by reference in Part III: CMS Energy’s and Consumers’ proxy statement relating to their [removed: 2024] [added: 2025] Annual Meetings of Shareholders to be held May [removed: 3, 2024.][added: 2, 2025.]

[Table [removed: of](#i6eb35e0fb6bd461e96f1608454683d6b_34) [Contents](#i6eb35e0fb6bd461e96f1608454683d6b_34)][added: of Contents](#ic43cff4efdfd4f2fb7296396b8a97b31_34)[](#ic43cff4efdfd4f2fb7296396b8a97b31_34)]

Annual Reports on Form 10‑K to the Securities and Exchange Commission for the Year Ended December 31, [removed: 2023][added: 2024]

| [Filing [removed: Format](#i6eb35e0fb6bd461e96f1608454683d6b_40)] [added: Format](#ic43cff4efdfd4f2fb7296396b8a97b31_40)] | | | | | | [removed: [13](#i6eb35e0fb6bd461e96f1608454683d6b_40)] [added: [13](#ic43cff4efdfd4f2fb7296396b8a97b31_40)] | | |

| [Forward-looking Statements and [removed: Information](#i6eb35e0fb6bd461e96f1608454683d6b_49)] [added: Information](#ic43cff4efdfd4f2fb7296396b8a97b31_49)] | | | | | | [removed: [13](#i6eb35e0fb6bd461e96f1608454683d6b_49)] [added: [13](#ic43cff4efdfd4f2fb7296396b8a97b31_49)] | | |

| [Item [removed: 1.](#i6eb35e0fb6bd461e96f1608454683d6b_58)] [added: 1.](#ic43cff4efdfd4f2fb7296396b8a97b31_58)] | | | [removed: [Business](#i6eb35e0fb6bd461e96f1608454683d6b_58)] [added: [Business](#ic43cff4efdfd4f2fb7296396b8a97b31_58)] | | | [removed: [17](#i6eb35e0fb6bd461e96f1608454683d6b_58)] [added: [17](#ic43cff4efdfd4f2fb7296396b8a97b31_58)] | | |

| [Item [removed: 1A.](#i6eb35e0fb6bd461e96f1608454683d6b_91)] [added: 1A.](#ic43cff4efdfd4f2fb7296396b8a97b31_94)] | | | [Risk [removed: Factors](#i6eb35e0fb6bd461e96f1608454683d6b_91)] [added: Factors](#ic43cff4efdfd4f2fb7296396b8a97b31_94)] | | | [removed: [40](#i6eb35e0fb6bd461e96f1608454683d6b_91)] [added: [38](#ic43cff4efdfd4f2fb7296396b8a97b31_94)] | | |

| [Item [removed: 1B.](#i6eb35e0fb6bd461e96f1608454683d6b_94)] [added: 1B.](#ic43cff4efdfd4f2fb7296396b8a97b31_97)] | | | [Unresolved Staff [removed: Comments](#i6eb35e0fb6bd461e96f1608454683d6b_94)] [added: Comments](#ic43cff4efdfd4f2fb7296396b8a97b31_97)] | | | [removed: [50](#i6eb35e0fb6bd461e96f1608454683d6b_94)] [added: [50](#ic43cff4efdfd4f2fb7296396b8a97b31_97)] | | |

| [Item [removed: 1C.](#i6eb35e0fb6bd461e96f1608454683d6b_3550)] [added: 1C.](#ic43cff4efdfd4f2fb7296396b8a97b31_100)] | | | [removed: [Cybersecurity](#i6eb35e0fb6bd461e96f1608454683d6b_3550)] [added: [Cybersecurity](#ic43cff4efdfd4f2fb7296396b8a97b31_100)] | | | [removed: [50](#i6eb35e0fb6bd461e96f1608454683d6b_3550)] [added: [50](#ic43cff4efdfd4f2fb7296396b8a97b31_100)] | | |

| [Item [removed: 2.](#i6eb35e0fb6bd461e96f1608454683d6b_97)] [added: 2.](#ic43cff4efdfd4f2fb7296396b8a97b31_88)] | | | [removed: [Properties](#i6eb35e0fb6bd461e96f1608454683d6b_97)] [added: [Properties](#ic43cff4efdfd4f2fb7296396b8a97b31_88)] | | | [removed: [52](#i6eb35e0fb6bd461e96f1608454683d6b_97)] [added: [51](#ic43cff4efdfd4f2fb7296396b8a97b31_88)] | | |

| [Item [removed: 3.](#i6eb35e0fb6bd461e96f1608454683d6b_100)] [added: 3.](#ic43cff4efdfd4f2fb7296396b8a97b31_103)] | | | [Legal [removed: Proceedings](#i6eb35e0fb6bd461e96f1608454683d6b_100)] [added: Proceedings](#ic43cff4efdfd4f2fb7296396b8a97b31_103)] | | | [removed: [52](#i6eb35e0fb6bd461e96f1608454683d6b_100)] [added: [51](#ic43cff4efdfd4f2fb7296396b8a97b31_103)] | | |

| [Item [removed: 4.](#i6eb35e0fb6bd461e96f1608454683d6b_103)] [added: 4.](#ic43cff4efdfd4f2fb7296396b8a97b31_106)] | | | [Mine Safety [removed: Disclosures](#i6eb35e0fb6bd461e96f1608454683d6b_103)] [added: Disclosures](#ic43cff4efdfd4f2fb7296396b8a97b31_106)] | | | [removed: [52](#i6eb35e0fb6bd461e96f1608454683d6b_103)] [added: [51](#ic43cff4efdfd4f2fb7296396b8a97b31_106)] | | |

| [Item [removed: 5.](#i6eb35e0fb6bd461e96f1608454683d6b_118)] [added: 5.](#ic43cff4efdfd4f2fb7296396b8a97b31_121)] | | | [Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i6eb35e0fb6bd461e96f1608454683d6b_118)] [added: Securities](#ic43cff4efdfd4f2fb7296396b8a97b31_121)] | | | [removed: [52](#i6eb35e0fb6bd461e96f1608454683d6b_118)] [added: [52](#ic43cff4efdfd4f2fb7296396b8a97b31_121)] | | |

| [Item [removed: 7.](#i6eb35e0fb6bd461e96f1608454683d6b_127)] [added: 7.](#ic43cff4efdfd4f2fb7296396b8a97b31_130)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6eb35e0fb6bd461e96f1608454683d6b_127)] [added: Operations](#ic43cff4efdfd4f2fb7296396b8a97b31_130)] | | | [removed: [54](#i6eb35e0fb6bd461e96f1608454683d6b_127)] [added: [53](#ic43cff4efdfd4f2fb7296396b8a97b31_130)] | | |

| [Item [removed: 7A.](#i6eb35e0fb6bd461e96f1608454683d6b_223)] [added: 7A.](#ic43cff4efdfd4f2fb7296396b8a97b31_262)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i6eb35e0fb6bd461e96f1608454683d6b_223)] [added: Risk](#ic43cff4efdfd4f2fb7296396b8a97b31_262)] | | | [removed: [89](#i6eb35e0fb6bd461e96f1608454683d6b_223)] [added: [88](#ic43cff4efdfd4f2fb7296396b8a97b31_262)] | | |

| [Item [removed: 8.](#i6eb35e0fb6bd461e96f1608454683d6b_226)] [added: 8.](#ic43cff4efdfd4f2fb7296396b8a97b31_265)] | | | [Financial Statements and Supplementary [removed: Data](#i6eb35e0fb6bd461e96f1608454683d6b_226)] [added: Data](#ic43cff4efdfd4f2fb7296396b8a97b31_265)] | | | [removed: [91](#i6eb35e0fb6bd461e96f1608454683d6b_226)] [added: [89](#ic43cff4efdfd4f2fb7296396b8a97b31_265)] | | |

| [Item [removed: 9.](#i6eb35e0fb6bd461e96f1608454683d6b_481)] [added: 9.](#ic43cff4efdfd4f2fb7296396b8a97b31_535)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i6eb35e0fb6bd461e96f1608454683d6b_481)] [added: Disclosure](#ic43cff4efdfd4f2fb7296396b8a97b31_535)] | | | [removed: [187](#i6eb35e0fb6bd461e96f1608454683d6b_481)] [added: [189](#ic43cff4efdfd4f2fb7296396b8a97b31_535)] | | |

| [Item [removed: 9A.](#i6eb35e0fb6bd461e96f1608454683d6b_484)] [added: 9A.](#ic43cff4efdfd4f2fb7296396b8a97b31_538)] | | | [Controls and [removed: Procedures](#i6eb35e0fb6bd461e96f1608454683d6b_484)] [added: Procedures](#ic43cff4efdfd4f2fb7296396b8a97b31_538)] | | | [removed: [187](#i6eb35e0fb6bd461e96f1608454683d6b_484)] [added: [189](#ic43cff4efdfd4f2fb7296396b8a97b31_538)] | | |

| [Item [removed: 9B.](#i6eb35e0fb6bd461e96f1608454683d6b_490)] [added: 9B.](#ic43cff4efdfd4f2fb7296396b8a97b31_544)] | | | [Other [removed: Information](#i6eb35e0fb6bd461e96f1608454683d6b_490)] [added: Information](#ic43cff4efdfd4f2fb7296396b8a97b31_544)] | | | [removed: [189](#i6eb35e0fb6bd461e96f1608454683d6b_490)] [added: [191](#ic43cff4efdfd4f2fb7296396b8a97b31_544)] | | |

| [Item [removed: 9C.](#i6eb35e0fb6bd461e96f1608454683d6b_493)] [added: 9C.](#ic43cff4efdfd4f2fb7296396b8a97b31_547)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i6eb35e0fb6bd461e96f1608454683d6b_493)] [added: Inspections](#ic43cff4efdfd4f2fb7296396b8a97b31_547)] | | | [removed: [189](#i6eb35e0fb6bd461e96f1608454683d6b_493)] [added: [191](#ic43cff4efdfd4f2fb7296396b8a97b31_547)] | | |

| [Item [removed: 10.](#i6eb35e0fb6bd461e96f1608454683d6b_523)] [added: 10.](#ic43cff4efdfd4f2fb7296396b8a97b31_577)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i6eb35e0fb6bd461e96f1608454683d6b_523)] [added: Governance](#ic43cff4efdfd4f2fb7296396b8a97b31_577)] | | | [removed: [189](#i6eb35e0fb6bd461e96f1608454683d6b_523)] [added: [191](#ic43cff4efdfd4f2fb7296396b8a97b31_577)] | | |

| [Item [removed: 11.](#i6eb35e0fb6bd461e96f1608454683d6b_526)] [added: 11.](#ic43cff4efdfd4f2fb7296396b8a97b31_580)] | | | [Executive [removed: Compensation](#i6eb35e0fb6bd461e96f1608454683d6b_526)] [added: Compensation](#ic43cff4efdfd4f2fb7296396b8a97b31_580)] | | | [removed: [190](#i6eb35e0fb6bd461e96f1608454683d6b_526)] [added: [192](#ic43cff4efdfd4f2fb7296396b8a97b31_580)] | | |

| [Item [removed: 12.](#i6eb35e0fb6bd461e96f1608454683d6b_529)] [added: 12.](#ic43cff4efdfd4f2fb7296396b8a97b31_583)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i6eb35e0fb6bd461e96f1608454683d6b_529)] [added: Matters](#ic43cff4efdfd4f2fb7296396b8a97b31_583)] | | | [removed: [191](#i6eb35e0fb6bd461e96f1608454683d6b_529)] [added: [193](#ic43cff4efdfd4f2fb7296396b8a97b31_583)] | | |

| [Item [removed: 13.](#i6eb35e0fb6bd461e96f1608454683d6b_532)] [added: 13.](#ic43cff4efdfd4f2fb7296396b8a97b31_586)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i6eb35e0fb6bd461e96f1608454683d6b_532)] [added: Independence](#ic43cff4efdfd4f2fb7296396b8a97b31_586)] | | | [removed: [191](#i6eb35e0fb6bd461e96f1608454683d6b_532)] [added: [193](#ic43cff4efdfd4f2fb7296396b8a97b31_586)] | | |

| [Item [removed: 14.](#i6eb35e0fb6bd461e96f1608454683d6b_535)] [added: 14.](#ic43cff4efdfd4f2fb7296396b8a97b31_589)] | | | [Principal Accountant Fees and [removed: Services](#i6eb35e0fb6bd461e96f1608454683d6b_535)] [added: Services](#ic43cff4efdfd4f2fb7296396b8a97b31_589)] | | | [removed: [191](#i6eb35e0fb6bd461e96f1608454683d6b_535)] [added: [193](#ic43cff4efdfd4f2fb7296396b8a97b31_589)] | | |

| [Item [removed: 15.](#i6eb35e0fb6bd461e96f1608454683d6b_541)] [added: 15.](#ic43cff4efdfd4f2fb7296396b8a97b31_595)] | | | [Exhibits and Financial Statement [removed: Schedules](#i6eb35e0fb6bd461e96f1608454683d6b_541)] [added: Schedules](#ic43cff4efdfd4f2fb7296396b8a97b31_595)] | | | [removed: [193](#i6eb35e0fb6bd461e96f1608454683d6b_541)] [added: [195](#ic43cff4efdfd4f2fb7296396b8a97b31_595)] | | |

| [Item [removed: 16.](#i6eb35e0fb6bd461e96f1608454683d6b_571)] [added: 16.](#ic43cff4efdfd4f2fb7296396b8a97b31_625)] | | | [Form 10-K [removed: Summary](#i6eb35e0fb6bd461e96f1608454683d6b_571)] [added: Summary](#ic43cff4efdfd4f2fb7296396b8a97b31_625)] | | | [removed: [206](#i6eb35e0fb6bd461e96f1608454683d6b_571)] [added: [208](#ic43cff4efdfd4f2fb7296396b8a97b31_625)] | | |

| Each of CMS Energy’s and Consumers’ Annual Report on Form 10‑K for the year ended December 31, [removed: 2022] [added: 2023] | | |

| [removed: CMS Generation Michigan] [added: Genesee] Power [removed: L.L.C.,] [added: Station Limited Partnership,] a [removed: wholly owned subsidiary of] [added: VIE in which] HYDRA‑CO Enterprises, Inc., a wholly owned subsidiary of NorthStar Clean [removed: Energy] [added: Energy, has a 50‑percent interest] | | |

| Craven County Wood Energy Limited Partnership, a VIE in which HYDRA‑CO Enterprises, Inc., a wholly owned subsidiary of NorthStar Clean Energy, has a [removed: 50-percent] [added: 50‑percent] interest | | |

| [removed: Genesee Power] [added: Grayling Generating] Station Limited Partnership, a VIE in which HYDRA‑CO Enterprises, Inc., a wholly owned subsidiary of NorthStar Clean Energy, has a [removed: 50-percent] [added: 50‑percent] interest | | |

| [removed: Grayling Generating] [added: T.E.S. Filer City] Station Limited Partnership, a VIE in which HYDRA‑CO Enterprises, Inc., a wholly owned subsidiary of NorthStar Clean Energy, has a [removed: 50-percent] [added: 50‑percent] interest | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 1-9513 | | |  | | | | | | CMS ENERGY CORPORATION | | | | | | | | | 38-2726431 | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 1-5611 | | |  | | | | | | CONSUMERS ENERGY COMPANY | | | | | | | | | 38-0442310 | | |

| | | | (A Michigan Corporation) One Energy Plaza, Jackson, Michigan 49201 (517) 788-0550 | | | | | | | | | | | | | | | | | |

| [Glossary](#ic43cff4efdfd4f2fb7296396b8a97b31_37) | | | | | | [2](#ic43cff4efdfd4f2fb7296396b8a97b31_37) | | |

| [Part I](#ic43cff4efdfd4f2fb7296396b8a97b31_52) | | | | | | [17](#ic43cff4efdfd4f2fb7296396b8a97b31_52) | | |

| [Part II](#ic43cff4efdfd4f2fb7296396b8a97b31_118) | | | | | | [52](#ic43cff4efdfd4f2fb7296396b8a97b31_118) | | |

| [Item 6.](#ic43cff4efdfd4f2fb7296396b8a97b31_124) | | | [Reserved](#ic43cff4efdfd4f2fb7296396b8a97b31_124) | | | [53](#ic43cff4efdfd4f2fb7296396b8a97b31_124) | | |

| [Part III](#ic43cff4efdfd4f2fb7296396b8a97b31_574) | | | | | | [191](#ic43cff4efdfd4f2fb7296396b8a97b31_574) | | |

| [Part IV](#ic43cff4efdfd4f2fb7296396b8a97b31_592) | | | | | | [195](#ic43cff4efdfd4f2fb7296396b8a97b31_592) | | |

| [Signatures](#ic43cff4efdfd4f2fb7296396b8a97b31_628) | | | | | | [209](#ic43cff4efdfd4f2fb7296396b8a97b31_628) | | |

| 2023 Form 10‑K | | |

| ASP | | |

| Appliance Service Plan | | |

| ASU | | |

| Financial Accounting Standards Board Accounting Standards Update | | |

| CIO | | |

| Chief Information Officer | | |

| Reliability Roadmap | | |

| Consumers’ five-year strategy to improve its electric distribution system and the reliability of the grid; this plan was filed with the MPSC in 2023, and is an update to Consumers’ previous Electric Distribution Infrastructure Investment Plan filed in 2021 | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 1-9513 | | | CMS ENERGY CORPORATION | | | 38-2726431 | | |

(A Michigan Corporation)

(517) 788‑0550

| 1-5611 | | | CONSUMERS ENERGY COMPANY | | | 38-0442310 | | |

| [Glossary](#i6eb35e0fb6bd461e96f1608454683d6b_37) | | | | | | [2](#i6eb35e0fb6bd461e96f1608454683d6b_37) | | |

| [Part I](#i6eb35e0fb6bd461e96f1608454683d6b_52) | | | | | | [17](#i6eb35e0fb6bd461e96f1608454683d6b_52) | | |

| [Part II](#i6eb35e0fb6bd461e96f1608454683d6b_115) | | | | | | [52](#i6eb35e0fb6bd461e96f1608454683d6b_115) | | |

| [Item 6.](#i6eb35e0fb6bd461e96f1608454683d6b_121) | | | [Reserved](#i6eb35e0fb6bd461e96f1608454683d6b_121) | | | [54](#i6eb35e0fb6bd461e96f1608454683d6b_121) | | |

| [Part III](#i6eb35e0fb6bd461e96f1608454683d6b_520) | | | | | | [189](#i6eb35e0fb6bd461e96f1608454683d6b_520) | | |

| [Part IV](#i6eb35e0fb6bd461e96f1608454683d6b_538) | | | | | | [193](#i6eb35e0fb6bd461e96f1608454683d6b_538) | | |

| [Signatures](#i6eb35e0fb6bd461e96f1608454683d6b_574) | | | | | | [207](#i6eb35e0fb6bd461e96f1608454683d6b_574) | | |

| 2022 Form 10‑K | | |

| CMS Generation Michigan Power | | |

| IRP | | |

| Integrated resource plan | | |

| IT | | |

| Information Technology | | |

| Newport Solar | | |

| Newport Solar, LLC, a wholly owned subsidiary of Newport Solar Holdings | | |

| Series C preferred stock | | |

| CMS Energy 4.200 percent cumulative redeemable perpetual preferred stock, Series C, with a liquidation value of $25,000 per share | | |

| T.E.S. Filer City Station Limited Partnership, a VIE in which HYDRA‑CO Enterprises, Inc., a wholly owned subsidiary of NorthStar Clean Energy, has a 50-percent interest | | |

Enterprise Risk [removed: Management:] [added: Management:] CMS Energy and Consumers manage security risks, including cybersecurity risks, through a robust enterprise risk management program that includes people, processes, technology, and governance structures.

Cybersecurity Program: CMS Energy’s and Consumers’ security function, led by the [removed: Executive Director] [added: Vice President] of [removed: Security,] [added: Information Technology and Security and CIO,] is [removed: an integrated organization] accountable for cyber and physical security and is subject to various state, federal, and industry cybersecurity, physical security, and privacy regulations.

The companies’ electric, natural gas, and corporate systems each follow standards, controls, and requirements designed to maintain compliance with applicable regulations and standards, such as MPSC, NERC critical infrastructure protection, and [added: payment card industry regulations.]

The companies use third-party firms for penetration testing, audits, and assessments, and conduct [added: technical] exercises to practice their response to simulated [removed: events.][added: events as well as tabletop exercises to test that response using their incident command system, including leadership decisions.]

The companies also have a dedicated, proactive function focused fully on monitoring CMS Energy’s and Consumers’ systems and responding when [removed: issues] [added: cybersecurity attacks] occur.

The companies retain a third-party cybersecurity firm to assist with potentially significant [added: cybersecurity] incidents and have invested in cybersecurity insurance to offset costs incurred from any such [added: cybersecurity] incidents.

The [removed: Executive Director] [added: Vice President] of [added: Information Technology and] Security [added: and CIO] is responsible for informing the CEO and other members of senior management, as necessary, about cybersecurity incidents, covering prevention, detection, mitigation, and remediation efforts as they are detected by the [removed: Executive Director’s] [added: cybersecurity] team.

[removed: Cyber] [added: Cybersecurity] incidents are managed using the companies’ standard process for critical events.

[removed: In the event of such incidents, the Executive Director of] [added: Information Technology and] Security [added: and CIO] communicates and collaborates with the officers of the companies and subject matter experts to address business continuity, contingency, and recovery plans.

Management’s Role: The Vice President of Information Technology and Security and CIO has over 25 years of information technology and security experience and, to enhance governance, reports to the Senior Vice President and General Counsel.

In the event of such cybersecurity incidents, the Vice President of

[Table of](#i6eb35e0fb6bd461e96f1608454683d6b_34) [Contents](#i6eb35e0fb6bd461e96f1608454683d6b_34)

payment card industry regulations.

Management’s Role: The Executive Director of Security has 25 years of information technology and security experience.

To enhance governance, the Executive Director of Security reports to the Senior Vice President and Chief Customer Officer, who has extensive experience overseeing cybersecurity and has had executive oversight of the security function for nine years at CMS Energy and Consumers.

Prior to joining CMS Energy, this officer served as Vice President of Business Technology at Pacific Gas & Electric Company, a non-affiliated company.

At January [removed: 12, 2024,] [added: 17, 2025,] the number of registered holders of CMS Energy’s common stock totaled [removed: 25,328,] [added: 24,092,] based on the number of record holders.

[removed: ][added: ]

| Company/Index | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | |

| S&P 400 Utilities Index | | | | | | 100 | | | | | | [removed: 114] [added: 86] | | | | | | [removed: 99] [added: 103] | | | | | | [removed: 118] [added: 103] | | | | | | [removed: 118] [added: 89] | | | | | | [removed: 102] [added: 117] | | |

Presented in the following table are CMS Energy’s repurchases of common stock for the three months ended December 31, [removed: 2023:][added: 2024:]

As of December 31, [removed: 2023,] [added: 2024,] CMS Energy has no other publicly announced plans or programs that permit the repurchase of equity securities.

| CMS Energy | | | | | | $ | 100 | | | | | $ | 100 | | | | | $ | 109 | | | | | $ | 110 | | | | | $ | 104 | | | | | $ | 123 | |

| S&P 500 Index | | | | | | 100 | | | | | | 118 | | | | | | 152 | | | | | | 125 | | | | | | 158 | | | | | | 197 | | |

| October 1, 2024 to October 31, 2024 | | | | | | 202 | | | | | | $ | 70.96 | | | | | | | | | | | | | |

| November 1, 2024 to November 30, 2024 | | | | | | 348 | | | | | | 68.42 | | | | | | | | | | | | | | |

| December 1, 2024 to December 31, 2024 | | | | | | — | | | | | | — | | | | | | | | | | | | | | |

| Total | | | | | | 550 | | | | | | $ | 69.35 | | | | | | | | | | | | | |

[Table of](#i6eb35e0fb6bd461e96f1608454683d6b_34) [Contents](#i6eb35e0fb6bd461e96f1608454683d6b_34)

| CMS Energy | | | | | | $ | 100 | | | | | $ | 130 | | | | | $ | 130 | | | | | $ | 142 | | | | | $ | 142 | | | | | $ | 135 | |

| S&P 500 Index | | | | | | 100 | | | | | | 131 | | | | | | 156 | | | | | | 200 | | | | | | 164 | | | | | | 207 | | |

| October 1, 2023 to October 31, 2023 | | | | | | 730 | | | | | | $ | 52.87 | | | | | | | | | | | | | |

| November 1, 2023 to November 30, 2023 | | | | | | 187 | | | | | | 56.51 | | | | | | | | | | | | | | |

| December 1, 2023 to December 31, 2023 | | | | | | 2,042 | | | | | | 58.37 | | | | | | | | | | | | | | |

| Total | | | | | | 2,959 | | | | | | $ | 56.90 | | | | | | | | | | | | | |

| [CMS Energy Consolidated Financial [removed: Statements](#i6eb35e0fb6bd461e96f1608454683d6b_235)] [added: Statements](#ic43cff4efdfd4f2fb7296396b8a97b31_274)] | | | | | | [removed: [92](#i6eb35e0fb6bd461e96f1608454683d6b_235)] [added: [90](#ic43cff4efdfd4f2fb7296396b8a97b31_274)] | | |

| [Consolidated Statements of [removed: Income](#i6eb35e0fb6bd461e96f1608454683d6b_235)] [added: Income](#ic43cff4efdfd4f2fb7296396b8a97b31_274)] | | | | | | [removed: [92](#i6eb35e0fb6bd461e96f1608454683d6b_235)] [added: [90](#ic43cff4efdfd4f2fb7296396b8a97b31_274)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i6eb35e0fb6bd461e96f1608454683d6b_238)] [added: Income](#ic43cff4efdfd4f2fb7296396b8a97b31_277)] | | | | | | [removed: [94](#i6eb35e0fb6bd461e96f1608454683d6b_238)] [added: [92](#ic43cff4efdfd4f2fb7296396b8a97b31_277)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i6eb35e0fb6bd461e96f1608454683d6b_241)] [added: Flows](#ic43cff4efdfd4f2fb7296396b8a97b31_280)] | | | | | | [removed: [95](#i6eb35e0fb6bd461e96f1608454683d6b_241)] [added: [94](#ic43cff4efdfd4f2fb7296396b8a97b31_280)] | | |

| [Consolidated Balance [removed: Sheets](#i6eb35e0fb6bd461e96f1608454683d6b_244)] [added: Sheets](#ic43cff4efdfd4f2fb7296396b8a97b31_283)] | | | | | | [removed: [98](#i6eb35e0fb6bd461e96f1608454683d6b_244)] [added: [96](#ic43cff4efdfd4f2fb7296396b8a97b31_283)] | | |

| [Consolidated Statements of Changes in [removed: Equity](#i6eb35e0fb6bd461e96f1608454683d6b_247)] [added: Equity](#ic43cff4efdfd4f2fb7296396b8a97b31_286)] | | | | | | [removed: [100](#i6eb35e0fb6bd461e96f1608454683d6b_247)] [added: [98](#ic43cff4efdfd4f2fb7296396b8a97b31_286)] | | |

| [Consumers Consolidated Financial [removed: Statements](#i6eb35e0fb6bd461e96f1608454683d6b_250)] [added: Statements](#ic43cff4efdfd4f2fb7296396b8a97b31_289)] | | | | | | [removed: [102](#i6eb35e0fb6bd461e96f1608454683d6b_250)] [added: [100](#ic43cff4efdfd4f2fb7296396b8a97b31_289)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i6eb35e0fb6bd461e96f1608454683d6b_256)] [added: Income](#ic43cff4efdfd4f2fb7296396b8a97b31_295)] | | | | | | [removed: [103](#i6eb35e0fb6bd461e96f1608454683d6b_256)] [added: [101](#ic43cff4efdfd4f2fb7296396b8a97b31_295)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i6eb35e0fb6bd461e96f1608454683d6b_259)] [added: Flows](#ic43cff4efdfd4f2fb7296396b8a97b31_298)] | | | | | | [removed: [104](#i6eb35e0fb6bd461e96f1608454683d6b_259)] [added: [102](#ic43cff4efdfd4f2fb7296396b8a97b31_298)] | | |

| [Consolidated Statements of Changes in [removed: Equity](#i6eb35e0fb6bd461e96f1608454683d6b_265)] [added: Equity](#ic43cff4efdfd4f2fb7296396b8a97b31_304)] | | | | | | [removed: [108](#i6eb35e0fb6bd461e96f1608454683d6b_265)] [added: [106](#ic43cff4efdfd4f2fb7296396b8a97b31_304)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i6eb35e0fb6bd461e96f1608454683d6b_268)] [added: Statements](#ic43cff4efdfd4f2fb7296396b8a97b31_307)] | | | | | | [removed: [109](#i6eb35e0fb6bd461e96f1608454683d6b_268)] [added: [107](#ic43cff4efdfd4f2fb7296396b8a97b31_307)] | | |

| [removed: [7:](#i6eb35e0fb6bd461e96f1608454683d6b_358)] [added: [7:](#ic43cff4efdfd4f2fb7296396b8a97b31_409)] | | | [Plant, Property, and [removed: Equipment](#i6eb35e0fb6bd461e96f1608454683d6b_358)] [added: Equipment](#ic43cff4efdfd4f2fb7296396b8a97b31_409)] | | | [removed: [135](#i6eb35e0fb6bd461e96f1608454683d6b_358)] [added: [135](#ic43cff4efdfd4f2fb7296396b8a97b31_409)] | | |

| [removed: [9:](#i6eb35e0fb6bd461e96f1608454683d6b_367)] [added: Asset retirement obligations] | | | [removed: [Asset Retirement Obligations](#i6eb35e0fb6bd461e96f1608454683d6b_367)] | | | [removed: [144](#i6eb35e0fb6bd461e96f1608454683d6b_367)] [added: 33] | | | [added: | | | 32 | | |]

[removed: | [11:](#i6eb35e0fb6bd461e96f1608454683d6b_391) | | | [Stock-based Compensation](#i6eb35e0fb6bd461e96f1608454683d6b_391) | | | [157](#i6eb35e0fb6bd461e96f1608454683d6b_391) | | |][added: - Note 11, Stock-based Compensation]

| [removed: [13:](#i6eb35e0fb6bd461e96f1608454683d6b_406)] [added: [13:](#ic43cff4efdfd4f2fb7296396b8a97b31_457)] | | | [Earnings Per Share—CMS [removed: Energy](#i6eb35e0fb6bd461e96f1608454683d6b_406)] [added: Energy](#ic43cff4efdfd4f2fb7296396b8a97b31_457)] | | | [removed: [164](#i6eb35e0fb6bd461e96f1608454683d6b_406)] [added: [163](#ic43cff4efdfd4f2fb7296396b8a97b31_457)] | | |

| [removed: [15:](#i6eb35e0fb6bd461e96f1608454683d6b_430)] [added: [15:](#ic43cff4efdfd4f2fb7296396b8a97b31_484)] | | | [Other Income and Other [removed: Expense](#i6eb35e0fb6bd461e96f1608454683d6b_430)] [added: Expense](#ic43cff4efdfd4f2fb7296396b8a97b31_484)] | | | [removed: [169](#i6eb35e0fb6bd461e96f1608454683d6b_430)] [added: [169](#ic43cff4efdfd4f2fb7296396b8a97b31_484)] | | |

| [removed: [16:](#i6eb35e0fb6bd461e96f1608454683d6b_433)] [added: [16:](#ic43cff4efdfd4f2fb7296396b8a97b31_487)] | | | [Reportable [removed: Segments](#i6eb35e0fb6bd461e96f1608454683d6b_433)] [added: Segments](#ic43cff4efdfd4f2fb7296396b8a97b31_487)] | | | [removed: [170](#i6eb35e0fb6bd461e96f1608454683d6b_433)] [added: [170](#ic43cff4efdfd4f2fb7296396b8a97b31_487)] | | |

| [removed: [17:](#i6eb35e0fb6bd461e96f1608454683d6b_448)] [added: [17:](#ic43cff4efdfd4f2fb7296396b8a97b31_502)] | | | [Related-party [removed: Transactions—Consumers](#i6eb35e0fb6bd461e96f1608454683d6b_448)] [added: Transactions—Consumers](#ic43cff4efdfd4f2fb7296396b8a97b31_502)] | | | [removed: [175](#i6eb35e0fb6bd461e96f1608454683d6b_448)] [added: [177](#ic43cff4efdfd4f2fb7296396b8a97b31_502)] | | |

| [Reports of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i6eb35e0fb6bd461e96f1608454683d6b_469) 238[)](#i6eb35e0fb6bd461e96f1608454683d6b_469)] [added: ID](#ic43cff4efdfd4f2fb7296396b8a97b31_523) 238[)](#ic43cff4efdfd4f2fb7296396b8a97b31_523)] | | | | | | [removed: [180](#i6eb35e0fb6bd461e96f1608454683d6b_469)] [added: [182](#ic43cff4efdfd4f2fb7296396b8a97b31_523)] | | |

| Years Ended December 31 | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | |

| Operating Revenue | | | | | | | | | | | | | | | | | | | | | $ | [removed: 7,462] [added: 7,515] | | | | | $ | [removed: 8,596] [added: 7,462] | | | | | $ | [removed: 7,329] [added: 8,596] | |

| Fuel for electric generation | | | | | | | | | | | | | | | | | | | | | [removed: 561] [added: 624] | | | | | | [removed: 905] [added: 561] | | | | | | [removed: 593] [added: 905] | | |

| Purchased and interchange power | | | | | | | | | | | | | | | | | | | | | [removed: 1,375] [added: 1,333] | | | | | | [removed: 1,928] [added: 1,375] | | | | | | [removed: 1,665] [added: 1,928] | | |

| Purchased power – related parties | | | | | | | | | | | | | | | | | | | | | [removed: 75] [added: 71] | | | | | | [removed: 76] [added: 75] | | | | | | [removed: 77] [added: 76] | | |

| Cost of gas sold | | | | | | | | | | | | | | | | | | | | | [removed: 902] [added: 640] | | | | | | [removed: 1,256] [added: 902] | | | | | | [removed: 735] [added: 1,256] | | |

| Maintenance and other operating expenses | | | | | | | | | | | | | | | | | | | | | [removed: 1,687] [added: 1,638] | | | | | | [removed: 1,669] [added: 1,687] | | | | | | [removed: 1,610] [added: 1,669] | | |

| Depreciation and amortization | | | | | | | | | | | | | | | | | | | | | [removed: 1,180] [added: 1,240] | | | | | | [removed: 1,126] [added: 1,180] | | | | | | [removed: 1,114] [added: 1,126] | | |

| General taxes | | | | | | | | | | | | | | | | | | | | | [removed: 447] [added: 482] | | | | | | [removed: 412] [added: 447] | | | | | | [removed: 389] [added: 412] | | |

| Total operating expenses | | | | | | | | | | | | | | | | | | | | | [removed: 6,227] [added: 6,028] | | | | | | [removed: 7,372] [added: 6,227] | | | | | | [removed: 6,183] [added: 7,372] | | |

| Operating Income | | | | | | | | | | | | | | | | | | | | | [removed: 1,235] [added: 1,487] | | | | | | [removed: 1,224] [added: 1,235] | | | | | | [removed: 1,146] [added: 1,224] | | |

| Non-operating retirement benefits, net | | | | | | | | | | | | | | | | | | | | | [removed: 180] [added: 169] | | | | | | [removed: 205] [added: 180] | | | | | | [removed: 165] [added: 205] | | |

| Other income | | | | | | | | | | | | | | | | | | | | | [removed: 195] [added: 207] | | | | | | [removed: 19] [added: 195] | | | | | | [removed: 30] [added: 19] | | |

| Other expense | | | | | | | | | | | | | | | | | | | | | [removed: (13)] [added: (32)] | | | | | | [removed: (27)] [added: (13)] | | | | | | [removed: (18)] [added: (27)] | | |

| Total other income | | | | | | | | | | | | | | | | | | | | | [removed: 362] [added: 344] | | | | | | [removed: 197] [added: 362] | | | | | | [removed: 177] [added: 197] | | |

| Interest on long-term debt | | | | | | | | | | | | | | | | | | | | | [removed: 616] [added: 700] | | | | | | [removed: 509] [added: 616] | | | | | | [removed: 481] [added: 509] | | |

| Other interest expense | | | | | | | | | | | | | | | | | | | | | [removed: 18] [added: 14] | | | | | | [removed: —] [added: 18] | | | | | | [removed: 10] [added: —] | | |

| Allowance for borrowed funds used during construction | | | | | | | | | | | | | | | | | | | | | [removed: (3)] [added: (18)] | | | | | | [removed: (2)] [added: (3)] | | | | | | [removed: (3)] [added: (2)] | | |

| Total interest charges | | | | | | | | | | | | | | | | | | | | | [removed: 643] [added: 708] | | | | | | [removed: 519] [added: 643] | | | | | | [removed: 500] [added: 519] | | |

| Income Before Income Taxes | | | | | | | | | | | | | | | | | | | | | [removed: 954] [added: 1,123] | | | | | | [removed: 902] [added: 954] | | | | | | [removed: 823] [added: 902] | | |

| Income Tax Expense | | | | | | | | | | | | | | | | | | | | | [removed: 147] [added: 176] | | | | | | [removed: 93] [added: 147] | | | | | | [removed: 95] [added: 93] | | |

| [Consolidated Statements of Income](#ic43cff4efdfd4f2fb7296396b8a97b31_292) | | | | | | [100](#ic43cff4efdfd4f2fb7296396b8a97b31_292) | | |

| [Consolidated Balance Sheets](#ic43cff4efdfd4f2fb7296396b8a97b31_301) | | | | | | [104](#ic43cff4efdfd4f2fb7296396b8a97b31_301) | | |

| [1:](#ic43cff4efdfd4f2fb7296396b8a97b31_313) | | | [Significant Accounting Policies](#ic43cff4efdfd4f2fb7296396b8a97b31_313) | | | [107](#ic43cff4efdfd4f2fb7296396b8a97b31_313) | | |

| [2:](#ic43cff4efdfd4f2fb7296396b8a97b31_319) | | | [Regulatory Matters](#ic43cff4efdfd4f2fb7296396b8a97b31_319) | | | [110](#ic43cff4efdfd4f2fb7296396b8a97b31_319) | | |

| [3:](#ic43cff4efdfd4f2fb7296396b8a97b31_325) | | | [Contingencies and Commitments](#ic43cff4efdfd4f2fb7296396b8a97b31_325) | | | [117](#ic43cff4efdfd4f2fb7296396b8a97b31_325) | | |

| [4:](#ic43cff4efdfd4f2fb7296396b8a97b31_337) | | | [Financings and Capitalization](#ic43cff4efdfd4f2fb7296396b8a97b31_337) | | | [123](#ic43cff4efdfd4f2fb7296396b8a97b31_337) | | |

| [5:](#ic43cff4efdfd4f2fb7296396b8a97b31_397) | | | [Fair Value Measurements](#ic43cff4efdfd4f2fb7296396b8a97b31_397) | | | [131](#ic43cff4efdfd4f2fb7296396b8a97b31_397) | | |

| [6:](#ic43cff4efdfd4f2fb7296396b8a97b31_403) | | | [Financial Instruments](#ic43cff4efdfd4f2fb7296396b8a97b31_403) | | | [133](#ic43cff4efdfd4f2fb7296396b8a97b31_403) | | |

| [8:](#ic43cff4efdfd4f2fb7296396b8a97b31_412) | | | [Leases](#ic43cff4efdfd4f2fb7296396b8a97b31_412) | | | [139](#ic43cff4efdfd4f2fb7296396b8a97b31_412) | | |

| [10:](#ic43cff4efdfd4f2fb7296396b8a97b31_424) | | | [Retirement Benefits](#ic43cff4efdfd4f2fb7296396b8a97b31_424) | | | [145](#ic43cff4efdfd4f2fb7296396b8a97b31_424) | | |

| [11:](#ic43cff4efdfd4f2fb7296396b8a97b31_442) | | | [Stock-based Compensation](#ic43cff4efdfd4f2fb7296396b8a97b31_442) | | | [156](#ic43cff4efdfd4f2fb7296396b8a97b31_442) | | |

| [12:](#ic43cff4efdfd4f2fb7296396b8a97b31_445) | | | [Income Taxes](#ic43cff4efdfd4f2fb7296396b8a97b31_445) | | | [159](#ic43cff4efdfd4f2fb7296396b8a97b31_445) | | |

| [14:](#ic43cff4efdfd4f2fb7296396b8a97b31_460) | | | [Revenue](#ic43cff4efdfd4f2fb7296396b8a97b31_460) | | | [165](#ic43cff4efdfd4f2fb7296396b8a97b31_460) | | |

| [18:](#ic43cff4efdfd4f2fb7296396b8a97b31_505) | | | [Variable Interest Entities](#ic43cff4efdfd4f2fb7296396b8a97b31_505) | | | [178](#ic43cff4efdfd4f2fb7296396b8a97b31_505) | | |

| [19:](#ic43cff4efdfd4f2fb7296396b8a97b31_511) | | | [Exit Activities and Asset Sales](#ic43cff4efdfd4f2fb7296396b8a97b31_511) | | | [180](#ic43cff4efdfd4f2fb7296396b8a97b31_511) | | |

| [CMS Energy](#ic43cff4efdfd4f2fb7296396b8a97b31_523) | | | | | | [182](#ic43cff4efdfd4f2fb7296396b8a97b31_523) | | |

| [Consumers](#ic43cff4efdfd4f2fb7296396b8a97b31_526) | | | | | | [186](#ic43cff4efdfd4f2fb7296396b8a97b31_526) | | |

| Income from continuing operations per average common share available to common stockholders | | | | | | | | | | | | | | | | | | | | | $ | 3.33 | | | | | $ | 3.01 | | | | | $ | 2.84 | |

| Income from discontinued operations per average common share available to common stockholders | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 0.01 | | |

| Prior service credit adjustment, net of tax of $— for all periods | | | | | | | | | | | | | | | | | | | | | 1 | | | | | | — | | | | | | — | | |

| Proceeds from sale of ASP business | | | | | | 124 | | | | | | — | | | | | | — | | |

| Contributions from noncontrolling interests | | | | | | 5 | | | | | | 6 | | | | | | 2 | | |

| Income taxes paid (proceeds from sale of renewable energy tax credits), net | | | | | | (69) | | | | | | 15 | | | | | | 1 | | |

| Prior service credit adjustment | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1 | | | | | | — | | | | | | — | | |

| At beginning and end of period | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 224 | | | | | | 224 | | | | | | 224 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Contributions from noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5 | | | | | | 6 | | | | | | 2 | | |

| Distributions to noncontrolling interests | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (12) | | | | | | (12) | | | | | | (4) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Purchased power – related parties | | | | | | | | | | | | | | | | | | | | | 71 | | | | | | 75 | | | | | | 76 | | |

| Allowance for borrowed funds used during construction | | | | | | | | | | | | | | | | | | | | | (13) | | | | | | (3) | | | | | | (2) | | |

| Bad debt expense | | | | | | 33 | | | | | | 34 | | | | | | 50 | | |

| Covert Generating Station acquisition | | | | | | — | | | | | | (812) | | | | | | — | | |

| Proceeds from sale of ASP business | | | | | | 124 | | | | | | — | | | | | | — | | |

| Increase (decrease) in notes payable | | | | | | (28) | | | | | | 73 | | | | | | 20 | | |

| Return of stockholder contribution | | | | | | (320) | | | | | | — | | | | | | — | | |

| Income taxes paid (proceeds from sale of renewable energy tax credits), net | | | | | | (19) | | | | | | 31 | | | | | | (2) | | |

| December 31 | | | 2024 | | | | | | 2023 | | | | | |

| Gas in underground storage | | | | | | 435 | | | | | | 587 | | |

| Deferred property taxes | | | | | | 448 | | | | | | 426 | | |

| [Consolidated Statements of Income](#i6eb35e0fb6bd461e96f1608454683d6b_253) | | | | | | [102](#i6eb35e0fb6bd461e96f1608454683d6b_253) | | |

| [Consolidated Balance Sheets](#i6eb35e0fb6bd461e96f1608454683d6b_262) | | | | | | [106](#i6eb35e0fb6bd461e96f1608454683d6b_262) | | |

| [1:](#i6eb35e0fb6bd461e96f1608454683d6b_274) | | | [Significant Accounting Policies](#i6eb35e0fb6bd461e96f1608454683d6b_274) | | | [109](#i6eb35e0fb6bd461e96f1608454683d6b_274) | | |

| [2:](#i6eb35e0fb6bd461e96f1608454683d6b_280) | | | [Regulatory Matters](#i6eb35e0fb6bd461e96f1608454683d6b_280) | | | [112](#i6eb35e0fb6bd461e96f1608454683d6b_280) | | |

| [3:](#i6eb35e0fb6bd461e96f1608454683d6b_286) | | | [Contingencies and Commitments](#i6eb35e0fb6bd461e96f1608454683d6b_286) | | | [118](#i6eb35e0fb6bd461e96f1608454683d6b_286) | | |

| [4:](#i6eb35e0fb6bd461e96f1608454683d6b_292) | | | [Financings and Capitalization](#i6eb35e0fb6bd461e96f1608454683d6b_292) | | | [124](#i6eb35e0fb6bd461e96f1608454683d6b_292) | | |

| [5:](#i6eb35e0fb6bd461e96f1608454683d6b_346) | | | [Fair Value Measurements](#i6eb35e0fb6bd461e96f1608454683d6b_346) | | | [132](#i6eb35e0fb6bd461e96f1608454683d6b_346) | | |

| [6:](#i6eb35e0fb6bd461e96f1608454683d6b_352) | | | [Financial Instruments](#i6eb35e0fb6bd461e96f1608454683d6b_352) | | | [134](#i6eb35e0fb6bd461e96f1608454683d6b_352) | | |

| [8:](#i6eb35e0fb6bd461e96f1608454683d6b_361) | | | [Leases](#i6eb35e0fb6bd461e96f1608454683d6b_361) | | | [140](#i6eb35e0fb6bd461e96f1608454683d6b_361) | | |

| [10:](#i6eb35e0fb6bd461e96f1608454683d6b_373) | | | [Retirement Benefits](#i6eb35e0fb6bd461e96f1608454683d6b_373) | | | [146](#i6eb35e0fb6bd461e96f1608454683d6b_373) | | |

| [12:](#i6eb35e0fb6bd461e96f1608454683d6b_394) | | | [Income Taxes](#i6eb35e0fb6bd461e96f1608454683d6b_394) | | | [160](#i6eb35e0fb6bd461e96f1608454683d6b_394) | | |

| [14:](#i6eb35e0fb6bd461e96f1608454683d6b_409) | | | [Revenue](#i6eb35e0fb6bd461e96f1608454683d6b_409) | | | [165](#i6eb35e0fb6bd461e96f1608454683d6b_409) | | |

| [18:](#i6eb35e0fb6bd461e96f1608454683d6b_451) | | | [Variable Interest Entities](#i6eb35e0fb6bd461e96f1608454683d6b_451) | | | [176](#i6eb35e0fb6bd461e96f1608454683d6b_451) | | |

| [19:](#i6eb35e0fb6bd461e96f1608454683d6b_460) | | | [Exit Activities and Discontinued Operations](#i6eb35e0fb6bd461e96f1608454683d6b_460) | | | [178](#i6eb35e0fb6bd461e96f1608454683d6b_460) | | |

| [CMS Energy](#i6eb35e0fb6bd461e96f1608454683d6b_469) | | | | | | [180](#i6eb35e0fb6bd461e96f1608454683d6b_469) | | |

| [Consumers](#i6eb35e0fb6bd461e96f1608454683d6b_472) | | | | | | [184](#i6eb35e0fb6bd461e96f1608454683d6b_472) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

[Table of](#i6eb35e0fb6bd461e96f1608454683d6b_34) [Contents](#i6eb35e0fb6bd461e96f1608454683d6b_34)

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Net cash used in discontinued operations | | | | | | — | | | | | | — | | | | | | (111) | | |

| Net cash provided by discontinued operations | | | | | | — | | | | | | — | | | | | | 78 | | |

| Issuance of preferred stock, net of issuance costs | | | | | | — | | | | | | — | | | | | | 224 | | |

| Contribution from noncontrolling interest | | | | | | 6 | | | | | | 2 | | | | | | 1 | | |

| Net cash used in discontinued operations | | | | | | — | | | | | | — | | | | | | (84) | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Preferred stock issued, net of issuance costs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 224 | | |

| Contribution from noncontrolling interest | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6 | | | | | | 2 | | | | | | 1 | | |

| Net gain (loss) arising during the period, net of tax of $—, $5, and $1 | | | | | | | | | | | | | | | | | | | | | (1) | | | | | | 15 | | | | | | 2 | | |

| Income taxes paid (refunds received), net | | | | | | 31 | | | | | | (2) | | | | | | (10) | | |

There are multiple appeals pending that involve various issues concerning cost recovery from customers, the MPSC’s authority to approve voluntary revenue refunds, and other matters.

Consumers is unable to predict the outcome of these appeals.

| Reserve for customer refunds | | | | | | 2 | | | | | | 47 | | |

| Income taxes, net | | | | | | 1,220 | | | | | | 1,267 | | |

generating units that Consumers retired in 2016, and the D.E. Karn coal-fueled electric generating units that Consumers retired in June 2023.

TAES or Toshiba.

During 2023, the MPSC approved Consumers’ requests that the refund take the form of contributions to programs that assist vulnerable electric and gas customers and incremental vegetation management.

As directed in the order, the MPSC Staff analyzed this information and made recommendations, including continued monitoring of Consumers’ performance in these areas and penalties for failure to comply with MPSC service rules.

Consumers cannot predict the outcome of this matter, but it could be subject to regulatory penalties that are not expected to have a material effect on Consumers’ results of operations and Consumers could be subject to increased regulatory scrutiny.

Based on such evaluation, CMS Energy’s CEO and CFO have concluded that its disclosure controls and procedures were effective as of December 31, [removed: 2023.][added: 2024.]

Under the supervision and with the participation of management, including its CEO and CFO, CMS Energy conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on such evaluation, CMS Energy’s management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

The effectiveness of CMS Energy’s internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has

Based on such evaluation, Consumers’ CEO and CFO have concluded that its disclosure controls and procedures were effective as of December 31, [removed: 2023.][added: 2024.]

Under the supervision and with the participation of management, including its CEO and CFO, Consumers conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on such evaluation, Consumers’ management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

The effectiveness of Consumers’ internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears under Item 8.

[Table of](#i6eb35e0fb6bd461e96f1608454683d6b_34) [Contents](#i6eb35e0fb6bd461e96f1608454683d6b_34)

[removed: Information] [added: Additional information] that is required in Item 10 of this Form 10‑K regarding executive officers is included in the Item 1.

Information that is required in Item 10 of this Form 10‑K regarding directors, executive officers, and corporate governance is incorporated by reference from CMS Energy’s and Consumers’ definitive proxy statement for their [removed: 2024] [added: 2025] Annual Meetings of Shareholders to be held May [removed: 3, 2024.][added: 2, 2025.]

CMS Energy has adopted an insider trading compliance policy and program applicable to directors, executive officers and employees, as well as CMS Energy itself.

CMS Energy believes this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the New York Stock Exchange listing standards.

A copy of the insider trading policy is filed as Exhibit 19.1 to this Form 10‑K.

Consumers has adopted an insider trading compliance policy and program applicable to directors, executive officers and employees, as well as Consumers itself.

Consumers believes this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the New York Stock Exchange listing standards.

A copy of the insider trading policy is filed as Exhibit 19.1 to this Form 10‑K.

Additional information that is required in Item 10 of this Form 10‑K regarding executive officers is included in the Item 1.

Information that is required in Item 10 of this Form 10‑K regarding directors, executive officers, and corporate governance is incorporated by reference from CMS Energy’s and Consumers’ definitive proxy statement for their 2025 Annual Meetings of Shareholders to be held May 2, 2025.

[Table of](#i6eb35e0fb6bd461e96f1608454683d6b_34) [Contents](#i6eb35e0fb6bd461e96f1608454683d6b_34)

[Table of](#i6eb35e0fb6bd461e96f1608454683d6b_34) [Contents](#i6eb35e0fb6bd461e96f1608454683d6b_34)

Presented in the following table is information regarding CMS Energy’s equity compensation plans as of December 31, [removed: 2023:][added: 2024:]

| Equity compensation plan approved by shareholders | | | — | | | | | | $ | — | | [removed: 4,960,465] [added: 4,469,391] | | |

NOTE: Information that is required by Part III—Items 11, 12, 13, and 14 of this Form 10‑K is incorporated by reference from CMS Energy’s and Consumers’ definitive proxy statement for their [removed: 2024] [added: 2025] Annual Meetings of Shareholders to be held May [removed: 3, 2024.][added: 2, 2025.]

[Table of](#i6eb35e0fb6bd461e96f1608454683d6b_34) [Contents](#i6eb35e0fb6bd461e96f1608454683d6b_34)

- Consolidated Statements of Income of CMS Energy for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

- Consolidated Statements of Comprehensive Income of CMS Energy for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

- Consolidated Statements of Cash Flows of CMS Energy for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

- Consolidated Balance Sheets of CMS Energy at December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

- Consolidated Statements of Changes in Equity of CMS Energy for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

- Consolidated Statements of Income of Consumers for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

- Consolidated Statements of Comprehensive Income of Consumers for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

- Consolidated Statements of Cash Flows of Consumers for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

- Consolidated Balance Sheets of Consumers at December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

- Consolidated Statements of Changes in Equity of Consumers for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

- Schedule I — Condensed Financial Information of Registrant, CMS Energy—Parent Company at December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] and for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

- Schedule II — Valuation and Qualifying Accounts and Reserves of CMS Energy for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

- Schedule II — Valuation and Qualifying Accounts and Reserves of Consumers for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

| Years Ended December 31 | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | |

| Other operating expenses | | | | | | $ | 10 | | | | | $ | [removed: 7] [added: 10] | | | | | $ | 7 | |

| Total operating expenses | | | | | | 10 | | | | | | [removed: 7] [added: 10] | | | | | | 7 | | |

| Operating Loss | | | | | | (10) | | | | | | [removed: (7)] [added: (10)] | | | | | | (7) | | |

| Equity earnings of subsidiaries | | | | | | [removed: 929] [added: 1,061] | | | | | | [removed: 980] [added: 929] | | | | | | [removed: 1,482] [added: 980] | | |

| Other income | | | | | | [removed: 31] [added: 45] | | | | | | [removed: 5] [added: 31] | | | | | | [removed: 2] [added: 5] | | |

| Other expense | | | | | | — | | | | | | [removed: (1)] [added: —] | | | | | | [removed: —] [added: (1)] | | |

| Total other income | | | | | | [removed: 959] [added: 1,105] | | | | | | [removed: 983] [added: 959] | | | | | | [removed: 1,483] [added: 983] | | |

| Interest on long-term debt | | | | | | [removed: 201] [added: 205] | | | | | | [removed: 181] [added: 201] | | | | | | [removed: 183] [added: 181] | | |

| Intercompany interest expense and other | | | | | | 10 | | | | | | [removed: 8] [added: 10] | | | | | | [removed: 7] [added: 8] | | |

| Total interest charges | | | | | | [removed: 211] [added: 215] | | | | | | [removed: 189] [added: 211] | | | | | | [removed: 190] [added: 189] | | |

| Income Before Income Taxes | | | | | | [removed: 738] [added: 880] | | | | | | [removed: 787] [added: 738] | | | | | | [removed: 1,286] [added: 787] | | |

| Income Tax Benefit | | | | | | [removed: (20)] [added: (19)] | | | | | | [removed: (50)] [added: (20)] | | | | | | [removed: (60)] [added: (50)] | | |

| Net Income Attributable to CMS Energy | | | | | | [removed: 758] [added: 899] | | | | | | [removed: 837] [added: 758] | | | | | | [removed: 1,353] [added: 837] | | |

| Preferred Stock Dividends | | | | | | 10 | | | | | | 10 | | | | | | [removed: 5] [added: 10] | | |

| Net Income Available to Common Stockholders | | | | | | $ | [removed: 748] [added: 889] | | | | | $ | [removed: 827] [added: 748] | | | | | $ | [removed: 1,348] [added: 827] | |

| Net cash provided by operating activities | | | | | | $ | [removed: 595] [added: 774] | | | | | $ | [removed: 565] [added: 595] | | | | | $ | [removed: 1,549] [added: 565] | |

| Investment in subsidiaries | | | | | | [removed: (630)] [added: (535)] | | | | | | [removed: (796)] [added: (630)] | | | | | | [removed: (581)] [added: (796)] | | |

| Investment in debt securities [removed: -] [added: –] intercompany | | | | | | [removed: (293)] [added: (288)] | | | | | | [removed: —] [added: (293)] | | | | | | — | | |

| Decrease (increase) in notes receivable – intercompany | | | | | | [removed: 55] [added: 21] | | | | | | [removed: 286] [added: 55] | | | | | | [removed: (83)] [added: 286] | | |

| Net cash used in investing activities | | | | | | [removed: (868)] [added: (803)] | | | | | | [removed: (510)] [added: (868)] | | | | | | [removed: (664)] [added: (510)] | | |

| Proceeds from issuance of debt | | | | | | [removed: 800] [added: 490] | | | | | | [removed: —] [added: 800] | | | | | | — | | |

| Issuance of common stock | | | | | | [removed: 192] [added: 286] | | | | | | [removed: 69] [added: 192] | | | | | | [removed: 26] [added: 69] | | |

| Retirement of long-term debt | | | | | | [removed: —] [added: (250)] | | | | | | — | | | | | | [removed: (200)] [added: —] | | |

| Payment of dividends on common and preferred stock | | | | | | [removed: (579)] [added: (626)] | | | | | | [removed: (544)] [added: (579)] | | | | | | [removed: (507)] [added: (544)] | | |

| Debt issuance costs and financing fees | | | | | | [removed: (20)] [added: (10)] | | | | | | [removed: (11)] [added: (20)] | | | | | | [removed: (10)] [added: (11)] | | |

| Change in notes payable – intercompany | | | | | | [removed: (7)] [added: (6)] | | | | | | [removed: 77] [added: (7)] | | | | | | [removed: (28)] [added: 77] | | |

| Capital expenditures | | | | | | (1) | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| December 31 | | | 2024 | | | | | | 2023 | | | | | |

| Construction work in progress | | | | | | 1 | | | | | | — | | |

| December 31 | | | 2024 | | | | | | 2023 | | | | | |

| Accrued taxes | | | | | | 16 | | | | | | — | | |

| 2024 | | | | | | $ | 21 | | | | | $ | 33 | | | | | $ | — | | | | | $ | 31 | | | | | $ | 23 | |

| 2024 | | | | | | $ | 2 | | | | | $ | — | | | | | $ | — | | | | | $ | 1 | | | | | $ | 1 | |

Years Ended December 31, 2024, 2023, and 2022

| 2024 | | | | | | $ | 21 | | | | | $ | 33 | | | | | $ | — | | | | | $ | 31 | | | | | $ | 23 | |

| 2023 | | | | | | 27 | | | | | | 34 | | | | | | — | | | | | | 40 | | | | | | 21 | | |

| 4.1.ii | | | 1-5611 | | | 4.1 | | | — | | | [152nd dated as of 8/5/24 (Form 8-K filed August 5, 2024)](https://www.sec.gov/Archives/edgar/data/201533/000110465924085671/tm2420258d4_ex4-1.htm) | | |

| 19.1 | | | | | | | | | — | | | [Policy Prohibiting Illegal Insider Trading](https://www.sec.gov/Archives/edgar/data/811156/000081115625000036/cms10k20241231_ex19-1.htm) | | |

[Table of](#i6eb35e0fb6bd461e96f1608454683d6b_34) [Contents](#i6eb35e0fb6bd461e96f1608454683d6b_34)

| Income From Continuing Operations | | | | | | 758 | | | | | | 837 | | | | | | 1,346 | | |

| Income From Discontinued Operations, Net of Tax of $—, $—, and $(5) | | | | | | — | | | | | | — | | | | | | 7 | | |

| Issuance of preferred stock | | | | | | — | | | | | | — | | | | | | 224 | | |

| | | | | | | | | | | | | | | |

| 2021 | | | | | | 29 | | | | | | 22 | | | | | | — | | | | | | 31 | | | | | | 20 | | |

| 2021 | | | | | | 1 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | 2 | | |

| 4.4.c1 | | | 1-9513 | | | 4.2 | | | — | | | [31st dated as of 2/27/14 (Form 8-K filed February 27, 2014)](http://www.sec.gov/Archives/edgar/data/811156/000119312514071395/d684654dex42.htm) | | |

| 10.21 | | | 1355417 | | | 10.1 | | | — | | | [Bond Purchase Agreement dated as of January 12, 2023 between Consumers and each of the Purchasers named therein (Form 8-K filed January 12, 2023)](http://www.sec.gov/Archives/edgar/data/201533/000110465923003371/tm233239d1_ex10-1.htm) | | |

| Date: | | | February [removed: 8, 2024] [added: 11, 2025] | | | | | | | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of CMS Energy Corporation and in the capacities indicated and on February [removed: 8, 2024.][added: 11, 2025.]

| Garrick J. Rochow | | | | | | [removed: William D. Harvey,] [added: John G. Russell,] Director | | |

| [added: /s/ Ralph Izzo] | | | | | | [removed: /s/ Ralph Izzo] | | |

| [added: Ralph Izzo, Director] | | | | | | [removed: Ralph Izzo, Director] | | |

| Executive Vice President and Chief Financial Officer | | | | | | /s/ [removed: John G. Russell] [added: Myrna M. Soto] | | |

| [added: Garrick J. Rochow] | | | [added: | | |] John G. Russell, Director | | | [removed: | | |]

| [removed: /s/ Scott B. McIntosh] | | | | | | Suzanne F. Shank, Director | | |

| | | | [removed: /s/] Myrna M. [removed: Soto] [added: Soto, Director] | | | | | |

| [removed: (Controller)] | | | [removed: | | |] Myrna M. Soto, Director | | | [added: | | |]

| [removed: /s/ Jon E. Barfield] | | | | | | /s/ John G. Sznewajs | | |

| [removed: Jon E. Barfield, Director] [added: /s/ Scott B. McIntosh] | | | | | | John G. Sznewajs, Director | | |

| [removed: /s/ Deborah H. Butler] | | | [removed: | | |] /s/ Ronald J. Tanski | | | [added: | | |]

| [removed: Deborah H. Butler, Director] [added: (Controller)] | | | | | | Ronald J. Tanski, Director | | |

| /s/ Kurt L. Darrow | | | | | | [removed: /s/ Laura H. Wright] | | |

| Kurt L. Darrow, Director | | | | | | [removed: Laura H. Wright, Director] | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of Consumers Energy Company and in the capacities indicated and on February [removed: 8, 2024.][added: 11, 2025.]

| /s/ Garrick J. Rochow | | | | | | /s/ John G. Russell | | |

| /s/ Deborah H. Butler | | | | | | /s/ Laura H. Wright | | |

| Deborah H. Butler, Director | | | | | | Laura H. Wright, Director | | |

| Date: | | | February 11, 2025 | | | | | | | | |

| /s/ Garrick J. Rochow | | | | | | /s/ John G. Russell | | |

| | | | | | | Suzanne F. Shank, Director | | |

| Executive Vice President and Chief Financial Officer | | | | | | /s/ Myrna M. Soto | | |

| | | | | | | /s/ John G. Sznewajs | | |

| /s/ Scott B. McIntosh | | | | | | John G. Sznewajs, Director | | |

| | | | /s/ Ronald J. Tanski | | | | | |

| (Controller) | | | | | | Ronald J. Tanski, Director | | |

| /s/ Deborah H. Butler | | | | | | /s/ Laura H. Wright | | |

| Deborah H. Butler, Director | | | | | | Laura H. Wright, Director | | |

| /s/ Kurt L. Darrow | | | | | | | | |

| Kurt L. Darrow, Director | | | | | | | | |

| /s/ Ralph Izzo | | | | | | | | |

| Ralph Izzo, Director | | | | | | | | |

[Table of](#i6eb35e0fb6bd461e96f1608454683d6b_34) [Contents](#i6eb35e0fb6bd461e96f1608454683d6b_34)

| /s/ Garrick J. Rochow | | | | | | /s/ William D. Harvey | | |