Item 8. Financial Statements and Supplementary Data

377K characters. Original on sec.gov · Markdown

Item 8. Financial Statements and Supplementary Data

Index to Financial Statements


CMS Energy Consolidated Financial Statements		90
Consolidated Statements of Income		90
Consolidated Statements of Comprehensive Income		92
Consolidated Statements of Cash Flows		94
Consolidated Balance Sheets		96
Consolidated Statements of Changes in Equity		98
Consumers Consolidated Financial Statements		100
Consolidated Statements of Income		100
Consolidated Statements of Comprehensive Income		101
Consolidated Statements of Cash Flows		102
Consolidated Balance Sheets		104
Consolidated Statements of Changes in Equity		106
Notes to the Consolidated Financial Statements		107
1:	Significant Accounting Policies	107

2:	Regulatory Matters	110
3:	Contingencies and Commitments	117
4:	Financings and Capitalization	123
5:	Fair Value Measurements	131
6:	Financial Instruments	133

7:	Plant, Property, and Equipment	135
8:	Leases	139
9:	Asset Retirement Obligations	143
10:	Retirement Benefits	145
11:	Stock-based Compensation	156
12:	Income Taxes	159
13:	Earnings Per Share—CMS Energy	163
14:	Revenue	165
15:	Other Income and Other Expense	169
16:	Reportable Segments	170
17:	Related-party Transactions—Consumers	177
18:	Variable Interest Entities	178
19:	Exit Activities and Asset Sales	180

Reports of Independent Registered Public Accounting Firm (PCAOB ID 238)		182
CMS Energy		182
Consumers		186

CMS Energy Corporation

Consolidated Statements of Income


In Millions, Except Per Share Amounts

Years Ended December 31	2024	2023			2022
Operating Revenue			$	7,515		$	7,462	$	8,596
Operating Expenses
Fuel for electric generation			624			561		905
Purchased and interchange power			1,333			1,375		1,928
Purchased power – related parties			71			75		76
Cost of gas sold			640			902		1,256
Maintenance and other operating expenses			1,638			1,687		1,669
Depreciation and amortization			1,240			1,180		1,126
General taxes			482			447		412
Total operating expenses			6,028			6,227		7,372
Operating Income			1,487			1,235		1,224
Other Income (Expense)




Non-operating retirement benefits, net			169			180		205
Other income			207			195		19
Other expense			(32)			(13)		(27)
Total other income			344			362		197
Interest Charges
Interest on long-term debt			700			616		509
Interest expense – related parties			12			12		12
Other interest expense			14			18		—
Allowance for borrowed funds used during construction			(18)			(3)		(2)
Total interest charges			708			643		519
Income Before Income Taxes			1,123			954		902
Income Tax Expense			176			147		93
Income From Continuing Operations			947			807		809
Income From Discontinued Operations, Net of Tax of $—, $—, and $1			—			1		4
Net Income			947			808		813
Loss Attributable to Noncontrolling Interests			(56)			(79)		(24)
Net Income Attributable to CMS Energy			1,003			887		837
Preferred Stock Dividends			10			10		10
Net Income Available to Common Stockholders			$	993		$	877	$	827


In Millions, Except Per Share Amounts

Years Ended December 31	2024	2023			2022
Basic Earnings Per Average Common Share
Income from continuing operations per average common share available to common stockholders			$	3.34		$	3.01	$	2.84
Income from discontinued operations per average common share available to common stockholders			—			—		0.01
Basic Earnings Per Average Common Share			$	3.34		$	3.01	$	2.85
Diluted Earnings Per Average Common Share
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
Diluted Earnings Per Average Common Share			$	3.33		$	3.01	$	2.85

The accompanying notes are an integral part of these statements.

CMS Energy Corporation

Consolidated Statements of Comprehensive Income


In Millions

Years Ended December 31	2024	2023			2022
Net Income			$	947		$	808	$	813
Retirement Benefits Liability
Net gain arising during the period, net of tax of $1, $2, and $—			2			5		1

Prior service credit adjustment, net of tax of $— for all periods			1			—		—
Amortization of net actuarial loss, net of tax of $—, $—, and $1			2			2		4
Amortization of prior service credit, net of tax of $— for all periods			—			(1)		(1)




Derivatives
Unrealized gain on derivative instruments, net of tax of $—, $—, and $1			—			—		2
Reclassification adjustments included in net income, net of tax of $— for all periods			—			—		1
Other Comprehensive Income			5			6		7
Comprehensive Income			952			814		820
Comprehensive Loss Attributable to Noncontrolling Interests			(56)			(79)		(24)
Comprehensive Income Attributable to CMS Energy			$	1,008		$	893	$	844

The accompanying notes are an integral part of these statements.

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CMS Energy Corporation

Consolidated Statements of Cash Flows


In Millions
Years Ended December 31	2024			2023			2022
Cash Flows from Operating Activities
Net income		$	947		$	808		$	813
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		1,240			1,180			1,126
Deferred income taxes and investment tax credits		142			157			89
Bad debt expense		33			34			50
Postretirement benefits contributions		(13)			(12)			(12)

Gain from sale of EnerBank		—			—			(5)
Other non‑cash operating activities and reconciling adjustments		(241)			(274)			(93)

Changes in assets and liabilities
Accounts receivable and accrued revenue		(155)			241			(677)
Inventories		164			185			(450)
Accounts payable and accrued rate refunds		15			(136)			4
Other current assets and liabilities		42			(21)			14
Other non‑current assets and liabilities		196			147			(4)
Net cash provided by operating activities		2,370			2,309			855
Cash Flows from Investing Activities
Capital expenditures (excludes assets placed under finance lease)		(3,018)			(2,407)			(2,374)
Covert Generating Station acquisition		—			(812)			—




Net proceeds from sale of EnerBank		—			—			5
Proceeds from sale of ASP business		124			—			—


Cost to retire property and other investing activities		(160)			(167)			(107)
Net cash used in investing activities		(3,054)			(3,386)			(2,476)
Cash Flows from Financing Activities
Proceeds from issuance of debt		1,962			3,551			1,899
Retirement of debt		(952)			(2,132)			(106)

Increase (decrease) in notes payable		(28)			73			20
Issuance of common stock		286			192			69

Payment of dividends on common and preferred stock		(626)			(579)			(544)

Proceeds from the sale of membership interest in VIE to tax equity investor		—			86			49
Contributions from noncontrolling interests		5			6			2
Distributions to noncontrolling interests		(12)			(12)			(4)

Other financing costs		(21)			(42)			(58)
Net cash provided by financing activities		614			1,143			1,327


In Millions
Years Ended December 31	2024			2023			2022
Net Increase (Decrease) in Cash and Cash Equivalents, Including Restricted Amounts		(70)			66			(294)
Cash and Cash Equivalents, Including Restricted Amounts, Beginning of Period		248			182			476
Cash and Cash Equivalents, Including Restricted Amounts, End of Period		$	178		$	248		$	182
Other Cash Flow Activities and Non‑cash Investing and Financing Activities
Cash transactions
Interest paid (net of amounts capitalized)		$	677		$	607		$	490
Income taxes paid (proceeds from sale of renewable energy tax credits), net		(69)			15			1
Non‑cash transactions
Capital expenditures not paid		$	517		$	265		$	228

The accompanying notes are an integral part of these statements.

CMS Energy Corporation

Consolidated Balance Sheets


ASSETS
In Millions
December 31	2024			2023
Current Assets
Cash and cash equivalents		$	103		$	227
Restricted cash and cash equivalents		75			21
Accounts receivable and accrued revenue, less allowance of $23 in 2024 and $21 in 2023		1,049			933


Accounts receivable – related parties		14			11

Inventories at average cost
Gas in underground storage		435			587
Materials and supplies		299			267
Generating plant fuel stock		35			84
Deferred property taxes		448			426
Regulatory assets		229			203

Prepayments and other current assets		103			80
Total current assets		2,790			2,839
Plant, Property, and Equipment
Plant, property, and equipment, gross		34,932			33,135
Less accumulated depreciation and amortization		9,569			9,007
Plant, property, and equipment, net		25,363			24,128
Construction work in progress		2,098			944
Total plant, property, and equipment		27,461			25,072
Other Non‑current Assets
Regulatory assets		3,569			3,683
Accounts receivable		20			22
Investments		69			76
Postretirement benefits		1,627			1,468

Other		384			357
Total other non‑current assets		5,669			5,606
Total Assets		$	35,920		$	33,517


LIABILITIES AND EQUITY
In Millions
December 31	2024			2023
Current Liabilities
Current portion of long-term debt and finance leases		$	1,195		$	980
Notes payable		65			93
Accounts payable		1,085			802
Accounts payable – related parties		8			7
Accrued rate refunds		38			54
Accrued interest		156			142
Accrued taxes		654			612
Regulatory liabilities		111			56

Other current liabilities		209			149
Total current liabilities		3,521			2,895
Non‑current Liabilities
Long-term debt		15,194			14,508
Non-current portion of finance leases		112			62
Regulatory liabilities		4,067			3,894
Postretirement benefits		96			106
Asset retirement obligations		728			771
Deferred investment tax credit		122			126
Deferred income taxes		2,925			2,615

Other non‑current liabilities		407			415
Total non‑current liabilities		23,651			22,497
Commitments and Contingencies (Notes 2 and 3)
Equity
Common stockholders’ equity
Common stock, authorized 350.0 shares in both periods; outstanding 298.8 shares in 2024 and 294.4 shares in 2023		3			3
Other paid-in capital		6,009			5,705
Accumulated other comprehensive loss		(41)			(46)
Retained earnings		2,035			1,658
Total common stockholders’ equity		8,006			7,320
Cumulative redeemable perpetual preferred stock, Series C, authorized 9.2 depositary shares; outstanding 9.2 depositary shares in both periods		224			224
Total stockholders’ equity		8,230			7,544
Noncontrolling interests		518			581
Total equity		8,748			8,125
Total Liabilities and Equity		$	35,920		$	33,517

The accompanying notes are an integral part of these statements.

CMS Energy Corporation

Consolidated Statements of Changes in Equity


In Millions, Except Number of Shares in Thousands and Per Share Amounts

	Number of Shares
Years Ended December 31	2024	2023	2022	2024	2023			2022
Total Equity at Beginning of Period						$	8,125		$	7,595	$	7,188
Common Stock


At beginning and end of period						3			3		3
Other Paid-in Capital
At beginning of period	294,440	291,268	289,758			5,705			5,490		5,406
Common stock issued	4,673	3,355	1,704			315			222		93
Common stock repurchased	(181)	(119)	(151)			(11)			(7)		(9)

Common stock reacquired	(142)	(64)	(43)			—			—		—
At end of period	298,790	294,440	291,268			6,009			5,705		5,490
Accumulated Other Comprehensive Loss
At beginning of period						(46)			(52)		(59)
Retirement benefits liability
At beginning of period						(46)			(52)		(56)

Net gain arising during the period						2			5		1

Prior service credit adjustment						1			—		—
Amortization of net actuarial loss						2			2		4
Amortization of prior service credit						—			(1)		(1)
At end of period						(41)			(46)		(52)







Derivative instruments
At beginning of period						—			—		(3)

Unrealized gain on derivative instruments						—			—		2
Reclassification adjustments included in net income						—			—		1
At end of period						—			—		—
At end of period						(41)			(46)		(52)
Retained Earnings
At beginning of period						1,658			1,350		1,057

Net income attributable to CMS Energy						1,003			887		837
Dividends declared on common stock						(616)			(569)		(534)
Dividends declared on preferred stock						(10)			(10)		(10)
At end of period						2,035			1,658		1,350
Cumulative Redeemable Perpetual Preferred Stock, Series C


At beginning and end of period						224			224		224


In Millions, Except Number of Shares in Thousands and Per Share Amounts

	Number of Shares
Years Ended December 31	2024	2023	2022	2024	2023			2022
Noncontrolling Interests
At beginning of period						581			580		557

Sale of membership interest in VIE to tax equity investor						—			86		49
Contributions from noncontrolling interests						5			6		2
Distributions to noncontrolling interests						(12)			(12)		(4)
Loss attributable to noncontrolling interests						(56)			(79)		(24)

At end of period						518			581		580
Total Equity at End of Period						$	8,748		$	8,125	$	7,595
Dividends declared per common share						$	2.0600		$	1.9500	$	1.8400
Dividends declared per preferred stock Series C depositary share						$	1.0500		$	1.0500	$	1.0500

The accompanying notes are an integral part of these statements.

Consumers Energy Company

Consolidated Statements of Income


In Millions

Years Ended December 31	2024	2023			2022
Operating Revenue			$	7,200		$	7,166	$	8,151
Operating Expenses
Fuel for electric generation			511			435		662
Purchased and interchange power			1,285			1,331		1,867
Purchased power – related parties			71			75		76
Cost of gas sold			637			897		1,243
Maintenance and other operating expenses			1,520			1,586		1,582
Depreciation and amortization			1,191			1,137		1,088
General taxes			470			437		400
Total operating expenses			5,685			5,898		6,918
Operating Income			1,515			1,268		1,233
Other Income (Expense)



Non-operating retirement benefits, net			157			171		195
Other income			85			49		17
Other expense			(30)			(12)		(25)
Total other income			212			208		187
Interest Charges
Interest on long-term debt			488			415		325
Interest expense – related parties			31			20		12
Other interest expense			12			16		—
Allowance for borrowed funds used during construction			(13)			(3)		(2)
Total interest charges			518			448		335
Income Before Income Taxes			1,209			1,028		1,085
Income Tax Expense			200			161		140
Net Income			1,009			867		945
Preferred Stock Dividends			2			2		2
Net Income Available to Common Stockholder			$	1,007		$	865	$	943

The accompanying notes are an integral part of these statements.

Consumers Energy Company

Consolidated Statements of Comprehensive Income


In Millions

Years Ended December 31	2024	2023			2022
Net Income			$	1,009		$	867	$	945
Retirement Benefits Liability
Net gain (loss) arising during the period, net of tax of $1, $—, and $5			3			(1)		15
Amortization of net actuarial loss, net of tax of $— for all periods			1			1		2




Other Comprehensive Income			4			—		17
Comprehensive Income			$	1,013		$	867	$	962

The accompanying notes are an integral part of these statements.

Consumers Energy Company

Consolidated Statements of Cash Flows


In Millions
Years Ended December 31	2024			2023			2022
Cash Flows from Operating Activities
Net income		$	1,009		$	867		$	945
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		1,191			1,137			1,088
Deferred income taxes and investment tax credits		115			156			134
Bad debt expense		33			34			50
Postretirement benefits contributions		(9)			(9)			(9)
Other non‑cash operating activities and reconciling adjustments		(137)			(123)			(87)
Changes in assets and liabilities
Accounts and notes receivable and accrued revenue		(153)			219			(660)
Inventories		164			186			(447)
Accounts payable and accrued rate refunds		19			(127)			(9)
Other current assets and liabilities		75			(35)			18
Other non-current assets and liabilities		139			125			(29)
Net cash provided by operating activities		2,446			2,430			994
Cash Flows from Investing Activities
Capital expenditures (excludes assets placed under finance lease)		(2,842)			(2,248)			(2,239)
Covert Generating Station acquisition		—			(812)			—


Proceeds from sale of ASP business		124			—			—

Cost to retire property and other investing activities		(154)			(141)			(105)
Net cash used in investing activities		(2,872)			(3,201)			(2,344)
Cash Flows from Financing Activities
Proceeds from issuance of debt		1,297			2,666			1,799
Retirement of debt		(389)			(1,654)			(28)
Increase (decrease) in notes payable		(28)			73			20
Decrease in notes payable – related parties		—			(75)			(317)
Stockholder contribution		735			475			685
Return of stockholder contribution		(320)			—			—
Payment of dividends on common and preferred stock		(797)			(697)			(771)

Other financing costs		(9)			(21)			(22)
Net cash provided by financing activities		489			767			1,366
Net Increase (Decrease) in Cash and Cash Equivalents, Including Restricted Amounts		63			(4)			16
Cash and Cash Equivalents, Including Restricted Amounts, Beginning of Period		56			60			44
Cash and Cash Equivalents, Including Restricted Amounts, End of Period		$	119		$	56		$	60


In Millions
Years Ended December 31	2024			2023			2022
Other Cash Flow Activities and Non‑cash Investing and Financing Activities
Cash transactions
Interest paid (net of amounts capitalized)		$	484		$	417		$	309
Income taxes paid (proceeds from sale of renewable energy tax credits), net		(19)			31			(2)
Non‑cash transactions
Capital expenditures not paid		$	395		$	264		$	210

The accompanying notes are an integral part of these statements.

Consumers Energy Company

Consolidated Balance Sheets


ASSETS
In Millions
December 31	2024			2023
Current Assets
Cash and cash equivalents		$	44		$	35
Restricted cash and cash equivalents		75			21
Accounts receivable and accrued revenue, less allowance of $23 in 2024 and $21 in 2023		1,019			909


Accounts and notes receivable – related parties		17			11

Inventories at average cost
Gas in underground storage		435			587
Materials and supplies		291			257
Generating plant fuel stock		30			80
Deferred property taxes		448			426
Regulatory assets		229			203
Prepayments and other current assets		86			65
Total current assets		2,674			2,594
Plant, Property, and Equipment
Plant, property, and equipment, gross		33,434			31,723
Less accumulated depreciation and amortization		9,310			8,796
Plant, property, and equipment, net		24,124			22,927
Construction work in progress		1,766			845
Total plant, property, and equipment		25,890			23,772
Other Non-current Assets
Regulatory assets		3,569			3,683
Accounts receivable		26			28
Accounts and notes receivable – related parties		92			95
Postretirement benefits		1,514			1,367
Other		323			313
Total other non-current assets		5,524			5,486
Total Assets		$	34,088		$	31,852


LIABILITIES AND EQUITY
In Millions
December 31	2024			2023
Current Liabilities
Current portion of long-term debt and finance leases		$	456		$	731
Notes payable		65			93

Accounts payable		917			764
Accounts payable – related parties		12			13
Accrued rate refunds		38			54
Accrued interest		130			110
Accrued taxes		678			614
Regulatory liabilities		111			56
Other current liabilities		185			128
Total current liabilities		2,592			2,563
Non-current Liabilities
Long-term debt		10,818			10,037
Long-term debt – related parties		823			424
Non-current portion of finance leases		69			39
Regulatory liabilities		4,067			3,894
Postretirement benefits		70			77
Asset retirement obligations		694			739
Deferred investment tax credit		122			126
Deferred income taxes		3,053			2,789
Other non-current liabilities		349			364
Total non-current liabilities		20,065			18,489
Commitments and Contingencies (Notes 2 and 3)
Equity
Common stockholder’s equity
Common stock, authorized 125.0 shares; outstanding 84.1 shares in both periods		841			841
Other paid-in capital		8,174			7,759
Accumulated other comprehensive loss		(11)			(15)
Retained earnings		2,390			2,178
Total common stockholder’s equity		11,394			10,763
Cumulative preferred stock, $4.50 series, authorized 7.5 shares; outstanding 0.4 shares in both periods		37			37
Total equity		11,431			10,800
Total Liabilities and Equity		$	34,088		$	31,852

The accompanying notes are an integral part of these statements.

Consumers Energy Company

Consolidated Statements of Changes in Equity


In Millions

Years Ended December 31	2024	2023			2022
Total Equity at Beginning of Period			$	10,800		$	10,155	$	9,279
Common Stock


At beginning and end of period			841			841		841
Other Paid-in Capital
At beginning of period			7,759			7,284		6,599
Stockholder contribution			735			475		685
Return of stockholder contribution			(320)			—		—
At end of period			8,174			7,759		7,284
Accumulated Other Comprehensive Loss

Retirement benefits liability
At beginning of period			(15)			(15)		(32)

Net gain (loss) arising during the period			3			(1)		15
Amortization of net actuarial loss			1			1		2










At end of period			(11)			(15)		(15)
Retained Earnings
At beginning of period			2,178			2,008		1,834

Net income			1,009			867		945
Dividends declared on common stock			(795)			(695)		(769)
Dividends declared on preferred stock			(2)			(2)		(2)
At end of period			2,390			2,178		2,008
Cumulative Preferred Stock


At beginning and end of period			37			37		37
Total Equity at End of Period			$	11,431		$	10,800	$	10,155

The accompanying notes are an integral part of these statements.

CMS Energy Corporation

Consumers Energy Company

Notes to the Consolidated Financial Statements

1: Significant Accounting Policies

Principles of Consolidation: CMS Energy and Consumers prepare their consolidated financial statements in conformity with GAAP. CMS Energy’s consolidated financial statements comprise CMS Energy, Consumers, NorthStar Clean Energy, and all other entities in which CMS Energy has a controlling financial interest or is the primary beneficiary. Consumers’ consolidated financial statements comprise Consumers and all other entities in which it has a controlling financial interest. CMS Energy uses the equity method of accounting for investments in companies and partnerships that are not consolidated, where they have significant influence over operations and financial policies but are not the primary beneficiary. CMS Energy and Consumers eliminate intercompany transactions and balances.

Use of Estimates: CMS Energy and Consumers are required to make estimates using assumptions that may affect reported amounts and disclosures. Actual results could differ from those estimates.

Cash and Cash Equivalents and Restricted Cash and Cash Equivalents: Cash and cash equivalents include short-term, highly liquid investments with original maturities of three months or less. Restricted cash and cash equivalents are held primarily for the repayment of securitization bonds and funds held in escrow. Cash and cash equivalents may also be restricted to pay other contractual obligations such as leasing of coal railcars. These amounts are classified as current assets since they relate to payments that could or will occur within one year.

Contingencies: CMS Energy and Consumers record estimated loss contingencies on their consolidated financial statements when it is probable that a loss has been incurred and when the amount of loss can be reasonably estimated. For environmental remediation projects in which the timing of estimated expenditures is considered reliably determinable, CMS Energy and Consumers record the liability at its net present value, using a discount rate equal to the interest rate on monetary assets that are essentially risk-free and have maturities comparable to that of the environmental liability. Unless regulatory accounting applies, CMS Energy and Consumers expense legal fees as incurred; fees incurred but not yet billed are accrued based on estimates of work performed.

Debt Issuance Costs, Discounts, Premiums, and Refinancing Costs: Upon the issuance of long-term debt, CMS Energy and Consumers defer issuance costs, discounts, and premiums and amortize those amounts over the terms of the associated debt. Debt issuance costs are presented as a direct deduction from the carrying amount of long-term debt on the balance sheet. Upon the refinancing of long-term debt, Consumers, as a regulated entity, defers any remaining unamortized issuance costs, discounts, and premiums associated with the refinanced debt and amortizes those amounts over the term of the newly issued debt. For the non‑regulated portions of CMS Energy’s business, any remaining unamortized issuance costs, discounts, and premiums associated with extinguished debt are charged to earnings.

Derivative Instruments: In order to support ongoing operations, CMS Energy and Consumers may enter into contracts for the future purchase and sale of various commodities, such as electricity, natural gas, and coal. These forward contracts are generally long-term in nature and result in physical delivery of the

commodity at a contracted price. Most of these contracts are not subject to derivative accounting for one or more of the following reasons:

they do not have a notional amount (that is, a number of units specified in a derivative instrument, such as MWh of electricity or Bcf of natural gas)
they qualify for the normal purchases and sales exception
they cannot be net settled due in part to the absence of an active market for the commodity

Consumers also uses FTRs to manage price risk related to electricity transmission congestion. An FTR is a financial instrument that entitles its holder to receive compensation or requires its holder to remit payment for congestion-related transmission charges. Consumers accounts for FTRs as derivatives and changes in the fair value of FTRs are deferred as regulatory assets or liabilities. For details regarding CMS Energy’s and Consumers’ derivative instruments recorded at fair value, see Note 5, Fair Value Measurements.

Electricity Market Transactions: Wholesale electricity market operators require the submission of hourly day-ahead and real-time bids and offers for energy at locations across each region. CMS Energy and Consumers account for such transactions on a net hourly basis in each of the real-time and day-ahead markets, netted across all locations in the energy market. CMS Energy and Consumers record net hourly purchases in purchased and interchange power and net hourly sales in operating revenue on their consolidated statements of income. They record net billing adjustments upon receipt of settlement statements, record accruals for future net purchases and sales adjustments based on historical experience, and reconcile accruals to actual expenses and sales upon receipt of settlement statements.

EPS: CMS Energy calculates basic and diluted EPS using the weighted-average number of shares of common stock and dilutive potential common stock outstanding during the period. Potential common stock, for purposes of determining diluted EPS, includes the effects of nonvested stock awards, forward equity sales, and convertible securities. CMS Energy computes the effect on potential common stock using the treasury stock method. Potentially dilutive common shares issuable upon conversion of the convertible senior notes are determined using the if-converted method for calculating diluted EPS. Diluted EPS excludes the impact of antidilutive securities, which are those securities resulting in an increase in EPS or a decrease in loss per share. For EPS computations, see Note 13, Earnings Per Share—CMS Energy.

Impairment of Long-lived Assets and Equity Method Investments: CMS Energy and Consumers perform tests of impairment if certain triggering events occur that indicate the carrying amount of an asset may not be recoverable or that there has been a decline in value that may be other than temporary.

CMS Energy and Consumers evaluate long-lived assets held in use for impairment by calculating the undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. If the undiscounted future cash flows are less than the carrying amount, CMS Energy and Consumers recognize an impairment loss equal to the amount by which the carrying amount exceeds the fair value. CMS Energy and Consumers estimate the fair value of the asset using quoted market prices, market prices of similar assets, or discounted future cash flow analyses.

CMS Energy also assesses equity method investments for impairment whenever there has been a decline in value that is other than temporary. This assessment requires CMS Energy to determine the fair value of the equity method investment. CMS Energy determines fair value using valuation methodologies, including discounted cash flows, and assesses the ability of the investee to sustain an earnings capacity that justifies the carrying amount of the investment. CMS Energy records an impairment if the fair value is less than the carrying amount and the decline in value is considered to be other than temporary.

Investment Tax Credits: CMS Energy and its subsidiaries use the flow-through method of accounting for investment tax credits. Under the flow-through method, the credit is recognized as a reduction to income tax expense when the related plant, property, and equipment is placed into service. For its regulated utility assets, Consumers amortizes its investment tax credits over the life of the related property in accordance with regulatory treatment.

Inventory: CMS Energy and Consumers use the weighted-average cost method for valuing working gas, recoverable base gas in underground storage facilities, and materials and supplies inventory. CMS Energy and Consumers also use this method for valuing coal inventory, and they classify these amounts as generating plant fuel stock on their consolidated balance sheets.

CMS Energy and Consumers account for RECs and emission allowances as inventory and use the weighted-average cost method to remove amounts from inventory. RECs and emission allowances are used to satisfy compliance obligations related to the generation of power. CMS Energy and Consumers classify these amounts within other assets on their consolidated balance sheets.

CMS Energy and Consumers evaluate inventory for impairment as required to ensure that its carrying value does not exceed the lower of cost or net realizable value.

Property Taxes: Property taxes are based on the taxable value of CMS Energy’s and Consumers’ real and personal property assessed by local taxing authorities. CMS Energy and Consumers record property tax expense over the fiscal year of the taxing authority for which the taxes are levied. The deferred property tax balance represents the amount of CMS Energy’s and Consumers’ accrued property tax that will be recognized over future governmental fiscal periods.

Other: For additional accounting policies, see:

Note 2, Regulatory Matters
Note 7, Plant, Property, and Equipment
Note 8, Leases
Note 9, Asset Retirement Obligations
Note 10, Retirement Benefits
Note 11, Stock-based Compensation
Note 12, Income Taxes
Note 13, Earnings Per Share—CMS Energy
Note 14, Revenue
Note 18, Variable Interest Entities

2: Regulatory Matters

Regulatory matters are critical to Consumers. The Michigan Attorney General, ABATE, the MPSC Staff, residential customer advocacy groups, environmental organizations, and certain other parties typically participate in MPSC proceedings concerning Consumers, such as Consumers’ rate cases and power supply cost recovery and gas cost recovery processes. Intervenors also participate in certain FERC matters, including FERC’s regulation of certain wholesale rates that affect Consumers’ power supply costs. These parties often challenge various aspects of those proceedings, including the prudence of Consumers’ policies and practices, and seek cost disallowances and other relief. The parties also have appealed significant MPSC orders. Depending upon the specific issues, the outcomes of rate cases and proceedings, including judicial proceedings challenging MPSC and FERC orders or other actions, could negatively affect CMS Energy’s and Consumers’ liquidity, financial condition, and results of operations. Consumers cannot predict the outcome of these proceedings.

Regulatory Assets and Liabilities

Consumers is subject to the actions of the MPSC and FERC and therefore prepares its consolidated financial statements in accordance with the provisions of regulatory accounting. A utility must apply regulatory accounting when its rates are designed to recover specific costs of providing regulated services. Under regulatory accounting, Consumers records regulatory assets or liabilities for certain transactions that would have been treated as expense or revenue by non‑regulated businesses.

Presented in the following table are the regulatory assets and liabilities on Consumers’ consolidated balance sheets:


In Millions
December 31	2024			2023
Regulatory assets
Current
2022 PSCR underrecovery1		$	126		$	126
Energy waste reduction plan incentive2		60			54
Retention incentive program3		18			12
Other		25			11
Total current regulatory assets		$	229		$	203
Non-current
Costs of coal-fueled electric generating units to be retired1		$	1,266		$	1,265
Postretirement benefits4		747			741
Securitized costs1		666			778
ARO3		366			328
Decommissioning costs3		158			83
Unamortized loss on reacquired debt1		92			96
MGP sites1		90			99
Energy waste reduction plan incentive2		64			58
Energy waste reduction plan3		31			19
Ludington overhaul contract dispute3		31			13
Postretirement benefits expense deferral mechanism3		21			24
Retention incentive program3		12			27
2022 PSCR underrecovery1		—			126
Other		25			26
Total non-current regulatory assets		$	3,569		$	3,683
Total regulatory assets		$	3,798		$	3,886
Regulatory liabilities
Current
Income taxes, net		$	53		$	49
ASP gain		47			—
Other		11			7
Total current regulatory liabilities		$	111		$	56
Non-current
Cost of removal		$	2,665		$	2,545
Income taxes, net		1,163			1,220
Renewable energy plan		51			29
ASP gain		46			—
Energy waste reduction plan		41			25
Renewable energy grant		40			43
Postretirement benefits expense deferral mechanism		37			12
Other		24			20
Total non-current regulatory liabilities		$	4,067		$	3,894
Total regulatory liabilities		$	4,178		$	3,950

1The MPSC has provided a specific return on these regulatory assets.

2These regulatory assets have arisen from an alternative-revenue program and are not associated with incurred costs or capital investments. Therefore, the MPSC has provided for recovery without a return.

3These regulatory assets represent incurred costs for which the MPSC has provided recovery without a return on investment.

4This regulatory asset is included in rate base, thereby providing a return.

Regulatory Assets

2022 PSCR Underrecovery: As a result of rising fuel prices during 2022, Consumers’ power supply costs for 2022 were significantly higher than those projected in its 2022 PSCR plan. At the end of 2022, Consumers had recorded $401 million of under-recovered power supply costs. In February 2023, the MPSC authorized Consumers to recover the 2022 underrecovery amount over three years, providing immediate relief to electric customers.

Energy Waste Reduction Plan Incentive: The energy waste reduction incentive mechanism provides a financial incentive if the energy savings of Consumers’ customers exceed annual targets established by the MPSC. Consumers accounts for this program as an alternative-revenue program that meets the criteria for recognizing revenue related to the incentive as soon as energy savings exceed the annual targets established by the MPSC.

In November 2024, the MPSC approved a settlement agreement authorizing Consumers to collect $58 million during 2025 as an incentive for exceeding its statutory savings targets in 2023. Consumers recognized incentive revenue under this program of $58 million in 2023.

Consumers also exceeded its statutory savings targets in 2024, achieved certain other goals, and will request the MPSC’s approval to collect $64 million in the energy waste reduction reconciliation to be filed in May 2025. Consumers recognized incentive revenue under this program of $64 million in 2024.

Retention Incentive Program: To ensure necessary staffing at the D.E. Karn and J.H. Campbell coal-fueled generating units through their retirement, Consumers established retention incentive programs. The MPSC has approved deferred accounting treatment for the retention and severance costs incurred under these programs and has allowed for recovery over three years. For additional details regarding the retention incentive program, see Note 19, Exit Activities and Asset Sales.

Costs of Coal-fueled Electric Generating Units to be Retired: In 2022, the MPSC approved Consumers’ plans to retire the J.H. Campbell coal-fueled generating units in 2025. Upon the units’ retirement, Consumers will receive regulatory asset treatment to recover their remaining book value, as well as a 9.0‑percent return on equity, through 2040, the units’ original retirement date. Until retirement, the book value of the generating units will remain in rate base and receive full regulatory returns in general rate cases.

In 2022, Consumers removed from total plant, property, and equipment an amount of $1.3 billion, representing the projected remaining book value of the electric generating units upon their retirement, and recorded it as a non‑current regulatory asset on its consolidated balance sheets.

Postretirement Benefits: As part of the ratemaking process, the MPSC allows Consumers to recover the costs of postretirement benefits. Accordingly, Consumers defers the net impact of actuarial losses and gains, prior service costs and credits, and settlements associated with postretirement benefits as a regulatory asset or liability. The asset or liability will decrease as the deferred items are amortized and

recognized as components of net periodic benefit cost. For details about the amortization periods, see Note 10, Retirement Benefits.

Securitized Costs: The MPSC has issued securitization financing orders authorizing Consumers to issue securitization bonds in order to finance the recovery of the remaining book value of three smaller natural gas-fueled electric generating units that Consumers retired in 2015, seven smaller coal-fueled electric generating units that Consumers retired in 2016, and the D.E. Karn coal-fueled electric generating units that Consumers retired in June 2023. Consumers has removed from plant, property, and equipment and recorded as a regulatory asset the book value of these units. Consumers is amortizing the regulatory asset over the life of the related securitization bonds, which it issued through subsidiaries in 2014 and 2023. For additional details regarding the securitization bonds, see Note 4, Financings and Capitalization—Securitization Bonds.

ARO: The recovery of the underlying asset investments and related removal and monitoring costs of recorded AROs is approved by the MPSC in depreciation rate cases. Consumers records a regulatory asset and a regulatory liability for timing differences between the recognition of AROs for financial reporting purposes and the recovery of these costs from customers. The recovery period approximates the useful life of the assets to be removed.

Decommissioning Costs: In Consumers’ electric depreciation and general rate cases, the MPSC has authorized Consumers to remove from depreciation rates the costs of decommissioning the D.E. Karn coal-fueled electric generating units, and instead defer those costs as a regulatory asset to be recovered through 2031. Additionally, ash disposal costs related to Consumers’ retired coal-fueled generating units may be deferred as a regulatory asset and collected over a ten‑year period. In its 2022 order approving Consumers’ Clean Energy Plan, the MPSC authorized similar treatment for the decommissioning and ash disposal costs associated with the J.H. Campbell coal-fueled generating units that will be retired in 2025.

Unamortized Loss on Reacquired Debt: Under regulatory accounting, any unamortized discount, premium, or expense related to debt redeemed with the proceeds of new debt is deferred and amortized over the life of the new debt.

MGP Sites: Consumers is incurring environmental remediation and other response activity costs at 23 former MGP facilities. The MPSC allows Consumers to recover from its natural gas customers over a ten‑year period the costs incurred to remediate the MGP sites. For additional information, see Note 3, Contingencies and Commitments—Consumers Gas Utility Contingencies.

Energy Waste Reduction Plan: The MPSC allows Consumers to collect surcharges from customers to fund its energy waste reduction plan. The amount of spending incurred in excess of surcharges collected is recorded as a regulatory asset and amortized as surcharges are collected from customers over the plan period. The amount of surcharges collected in excess of spending incurred is recorded as a regulatory liability and amortized as costs are incurred.

Ludington Overhaul Contract Dispute: The MPSC has authorized Consumers to defer as a regulatory asset costs associated with correcting incomplete, nonconforming, and defective work performed by TAES during a major overhaul and upgrade of Ludington. Consumers will defer such costs while litigation with TAES and Toshiba moves forward; such costs will be offset by potential future litigation proceeds received from TAES or Toshiba. Consumers has also deferred replacement power costs due to outages resulting from correcting this work. Consumers will have the opportunity to seek appropriate recovery and ratemaking treatment for amounts recorded as a regulatory asset following resolution of the litigation. For additional details on the contract dispute, see Note 3, Contingencies and Commitments—Consumers Electric Utility Contingencies.

Postretirement Benefits Expense Deferral Mechanism: In Consumers’ general rate cases, the MPSC approved a mechanism allowing Consumers to defer for future recovery or refund pension and OPEB expenses above or below the amounts used to set existing rates. Amounts deferred will be collected from or refunded to customers over ten years.

Regulatory Liabilities

Income Taxes, Net: Consumers records regulatory assets and liabilities to reflect the difference between deferred income taxes recognized for financial reporting purposes and amounts previously reflected in Consumers’ rates. This net balance will decrease over the remaining life of the related temporary differences and flow through income tax expense. The majority of the net regulatory liability recorded related to income taxes is associated with plant assets that are subject to normalization, which is governed by the Internal Revenue Code, and will be returned to customers over the remaining book life of the related plant assets. For additional details on deferred income taxes, see Note 12, Income Taxes.

ASP Gain: In April 2024, Consumers sold its unregulated ASP business to a non-affiliated company, resulting in a $110 million gain. In July 2024, the MPSC approved the utilization of $27.5 million, or one-fourth, of the gain on the sale as an offset to the revenue deficiency in lieu of additional rate relief during the 12‑month period beginning October 1, 2024, with the remaining three-fourths of the gain, or $82.5 million, to be credited to customers as a bill credit over a three-year period beginning October 1, 2024.

Cost of Removal: The MPSC allows Consumers to collect amounts from customers to fund future asset removal activities. This regulatory liability is reduced as costs are incurred to remove the assets at the end of their useful lives.

Renewable Energy Plan: Consumers has collected surcharges to fund its renewable energy plan. Amounts not yet spent under the plan are recorded as a regulatory liability, which is amortized as incremental costs are incurred to operate and depreciate Consumers’ renewable generation facilities and to purchase RECs under renewable energy purchase agreements. Incremental costs represent costs incurred in excess of amounts recovered through the PSCR process.

Renewable Energy Grant: In 2013, Consumers received a $69 million renewable energy grant for Lake Winds® Energy Park, which began operations in 2012. This grant reduces Consumers’ cost of complying with Michigan’s renewable portfolio standard and, accordingly, reduces the overall renewable energy surcharge to be collected from customers. The regulatory liability recorded for the grant will be amortized over the life of Lake Winds® Energy Park. Consumers presents the amortization as a reduction to maintenance and other operating expenses on its consolidated statements of income.

Consumers Electric and Gas Utility

Meter Investigation: In July 2023, the MPSC issued an order initiating an investigation into Consumers’ handling of malfunctioning meters and meters requiring transition from 3G to 4G, estimated billing, and new service installations. The order directed Consumers to provide information on such meters and their replacement, meter-reading performance, communications with customers and the MPSC regarding these issues, and other information. Subsequently, the MPSC issued a show-cause order directing Consumers to provide further information on consecutive estimated billings, the provision of actual meter readings, and new service installation issues.

In May 2024, the MPSC approved a settlement agreement resolving this matter. Under the settlement agreement, Consumers paid a $1 million penalty to the MPSC and committed to return a minimum of

$3 million to customers. Independent of this agreement, Consumers has made a claim against the associated vendor, with any proceeds to be used to reimburse some or all of Consumers’ $3 million commitment and any excess to be returned to customers.

Consumers Electric Utility

2023 Electric Rate Case: In May 2023, Consumers filed an application with the MPSC seeking a rate increase of $216 million, based on an authorized return on equity of 10.25 percent for the projected 12‑month period ending February 28, 2025. In September 2023, Consumers revised its requested increase to $169 million. The filing requested authority to recover costs related to new infrastructure investment primarily in distribution system reliability and cleaner energy resources.

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 investments made in 2022 that exceeded the rates authorized in accordance with the December 2021 electric rate order. The approved rate increase is based on a 9.9‑percent authorized return on equity. The new rates became effective March 15, 2024.

Consumers Gas Utility

2023 Gas Rate Case: In December 2023, Consumers filed an application with the MPSC seeking an annual rate increase of $136 million based on a 10.25‑percent authorized return on equity for the projected test year comprising the 12‑month period ending September 30, 2025. In May 2024, Consumers revised its requested increase to $113 million. The filing requested 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.

In July 2024, the MPSC approved a settlement agreement authorizing an annual rate increase of $35 million, based on a 9.9‑percent authorized return on equity. 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 settlement also authorizes the continuation of the cost deferral mechanism allowing Consumers to defer for future recovery or refund pension and OPEB expense above or below the amounts used to set rates. For additional details on Consumers’ sale of its ASP business, see Note 19, Exit Activities and Asset Sales.

Power Supply Cost Recovery and Gas Cost Recovery

The PSCR and GCR ratemaking processes are designed to allow Consumers to recover all of its power supply and purchased natural gas costs if incurred under reasonable and prudent policies and practices. The MPSC reviews these costs, policies, and practices in annual plan and reconciliation proceedings. Consumers adjusts its PSCR and GCR billing charges monthly, subject to ceiling factor limitations, in order to minimize the underrecovery or overrecovery amount in the annual reconciliations. Underrecoveries represent power supply and purchased natural gas costs that will be recovered from customers; overrecoveries represent previously collected revenues that will be refunded to customers.

Presented in the following table are the liabilities for PSCR and GCR overrecoveries reflected on Consumers’ consolidated balance sheets:


In Millions
December 31	2024			2023




Liabilities
PSCR overrecoveries		$	13		$	10
GCR overrecoveries		25			44
Accrued rate refunds		$	38		$	54

PSCR Plans and Reconciliations: As a result of rising fuel prices during 2022, Consumers’ power supply costs for 2022 were significantly higher than those projected in its 2022 PSCR plan, resulting in a substantial amount of under-recovered power supply costs. In March 2023, Consumers filed its 2022 PSCR reconciliation, requesting full recovery of $2.5 billion of power costs and authorization to reflect in its 2023 PSCR reconciliation the underrecovery of $404 million. In November 2023, Consumers revised its reconciliation, requesting authorization to reflect in its 2023 PSCR reconciliation the underrecovery of $401 million.

In March 2024, Consumers filed its 2023 PSCR reconciliation, requesting full recovery of $1.8 billion of power costs and authorization to reflect in its 2024 PSCR reconciliation the underrecovery of $255 million.

Consumers submitted its 2024 PSCR plan to the MPSC in September 2023 and, in accordance with its proposed plan, self-implemented the 2024 PSCR charge beginning in January 2024.

GCR Plans and Reconciliations: In March 2024, the MPSC approved a settlement agreement in Consumers’ 2022-2023 GCR reconciliation, authorizing full recovery of $1.1 billion of gas costs and authorizing Consumers to reflect in its 2023-2024 GCR reconciliation the underrecovery of $15 million.

Consumers submitted its 2023-2024 GCR plan to the MPSC in December 2022 and self-implemented its proposed 2023-2024 GCR charge in April 2023. The MPSC approved Consumers’ 2023-2024 GCR plan in June 2024. Also, in June 2024, Consumers filed its 2023-2024 GCR reconciliation, requesting recovery of $0.5 billion of gas costs and authorization to reflect in its 2024-2025 GCR reconciliation the overrecovery of $3 million.

Consumers submitted its 2024‑2025 GCR plan to the MPSC in December 2023 and, in accordance with its proposed plan, self-implemented the 2024‑2025 GCR charge beginning in April 2024. The MPSC approved Consumers’ 2024-2025 GCR plan in August 2024.

3: Contingencies and Commitments

CMS Energy and Consumers are involved in various matters that give rise to contingent liabilities. Depending on the specific issues, the resolution of these contingencies could negatively affect CMS Energy’s and Consumers’ liquidity, financial condition, and results of operations. In their disclosures of these matters, CMS Energy and Consumers provide an estimate of the possible loss or range of loss when such an estimate can be made. Disclosures stating that CMS Energy or Consumers cannot predict the outcome of a matter indicate that they are unable to estimate a possible loss or range of loss for the matter.

CMS Energy Contingencies

Bay Harbor: CMS Land retained environmental remediation obligations for the collection and treatment of leachate at Bay Harbor after selling its interests in the development in 2002. Leachate is produced when water enters into cement kiln dust piles left over from former cement plant operations at the site. In 2012, CMS Land and EGLE finalized an agreement establishing the final remedies and the future water quality criteria at the site. CMS Land completed all construction necessary to implement the remedies required by the agreement and will continue to maintain and operate a system to discharge treated leachate into Little Traverse Bay under an NPDES permit, which is valid through 2025. CMS Land will submit the required renewal request in April 2025, and will continue to operate under the existing permit until a renewal is issued.

At December 31, 2024, CMS Energy had a recorded liability of $48 million for its remaining obligations for environmental remediation. CMS Energy calculated this liability based on discounted projected costs, using a discount rate of 4.34 percent and an inflation rate of one percent on annual operating and maintenance costs. The undiscounted amount of the remaining obligation is $61 million. CMS Energy expects to pay the following amounts for long-term leachate disposal and operating and maintenance costs in each of the next five years:


In Millions
	2025			2026			2027			2028			2029
CMS Energy
Long-term leachate disposal and operating and maintenance costs		$	4		$	4		$	4		$	4		$	4

CMS Energy’s estimate of response activity costs and the timing of expenditures could change if there are changes in circumstances or assumptions used in calculating the liability. Although a liability for its present estimate of remaining response activity costs has been recorded, CMS Energy cannot predict the ultimate financial impact or outcome of this matter.

Consumers Electric Utility Contingencies

Electric Environmental Matters: Consumers’ operations are subject to environmental laws and regulations. Historically, Consumers has generally been able to recover, in customer rates, the costs to operate its facilities in compliance with these laws and regulations.

Cleanup and Solid Waste: Consumers expects to incur remediation and other response activity costs at a number of sites under NREPA. Consumers believes that these costs should be recoverable in rates, but cannot guarantee that outcome. Consumers estimates its liability for NREPA sites for which it can estimate a range of loss to be between $4 million and $5 million. At December 31, 2024, Consumers had

a recorded liability of $4 million, the minimum amount in the range of its estimated probable NREPA liability, as no amount in the range was considered a better estimate than any other amount.

Consumers is a potentially responsible party at a number of contaminated sites administered under CERCLA. CERCLA liability is joint and several. In 2010, Consumers received official notification from the EPA that identified Consumers as a potentially responsible party for cleanup of PCBs at the Kalamazoo River CERCLA site. The notification claimed that the EPA had reason to believe that Consumers disposed of PCBs and arranged for the disposal and treatment of PCB-containing materials at portions of the site. In 2011, Consumers received a follow-up letter from the EPA requesting that Consumers agree to participate in a removal action plan along with several other companies for an area of lower Portage Creek, which is connected to the Kalamazoo River. All parties asked to participate in the removal action plan, including Consumers, declined to accept liability. Until further information is received from the EPA, Consumers is unable to estimate a range of potential liability for cleanup of the river.

Based on its experience, Consumers estimates its share of the total liability for known CERCLA sites to be between $3 million and $8 million. Various factors, including the number and creditworthiness of potentially responsible parties involved with each site, affect Consumers’ share of the total liability. At December 31, 2024, Consumers had a recorded liability of $3 million for its share of the total liability at these sites, the minimum amount in the range of its estimated probable CERCLA liability, as no amount in the range was considered a better estimate than any other amount.

The timing of payments related to Consumers’ remediation and other response activities at its CERCLA and NREPA sites is uncertain. Consumers periodically reviews these cost estimates. A change in the underlying assumptions, such as an increase in the number of sites, different remediation techniques, the nature and extent of contamination, and legal and regulatory requirements, could affect its estimates of NREPA and CERCLA liability.

Ludington Overhaul Contract Dispute: Consumers and DTE Electric, co-owners of Ludington, entered into a 2010 engineering, procurement, and construction agreement with Toshiba International Corporation, under which Toshiba International Corporation contracted to perform a major overhaul and upgrade of Ludington. Toshiba International Corporation later assigned the contract and all of its obligations to TAES. TAES’ work under the contract was incomplete, defective, and non‑conforming. Consumers and DTE Electric repeatedly documented TAES’ failure to perform under the contract and demanded that TAES provide a comprehensive plan to resolve those matters, including adherence to its warranty commitments and other contractual obligations. Consumers and DTE Electric engaged in extensive efforts to resolve these issues with TAES, including a formal demand to TAES’ parent, Toshiba, under a parent guaranty it provided. TAES did not provide a comprehensive plan or otherwise meet its performance obligations. As a result of TAES’ defaults, Consumers and DTE Electric terminated the contract.

In order to enforce their rights under the contract and parent guaranty, and to pursue appropriate damages, Consumers and DTE Electric filed a complaint against TAES and Toshiba in the U.S. District Court for the Eastern District of Michigan in 2022. TAES and Toshiba filed a motion to dismiss the complaint, along with an answer and counterclaims seeking approximately $15 million in damages related to payments allegedly owed under the parties’ contract. As a co-owner of Ludington, Consumers would be liable for 51 percent of any such damages, if liability and damages were proven. The court denied the motion to dismiss filed by TAES and Toshiba. The parties are engaged in ongoing litigation, including discovery, pursuant to a court-ordered schedule. Consumers believes the counterclaims filed by TAES and Toshiba are without merit, but cannot predict the financial impact or outcome of this matter. An unfavorable outcome could have a material adverse effect on CMS Energy’s and Consumers’ financial condition, results of operations, or liquidity.

In 2023, Toshiba announced that TBJH became the majority shareholder and new parent company of Toshiba through a common stock purchase. TBJH is a subsidiary of a Japanese private equity firm. Consumers and DTE Electric continue to monitor this development, but do not believe that this affects their rights under the parent guaranty provided by Toshiba.

In May 2023, the MPSC approved Consumers’ and DTE Electric’s jointly-filed request for authority to defer as a regulatory asset the costs associated with repairing or replacing the defective work performed by TAES while the litigation with TAES and Toshiba moves forward. Although discovery in the litigation is ongoing, Consumers currently estimates that its share of repair, replacement, and other damages resulting from TAES’ defective work is approximately $350 million, which may be offset in part or entirely by any potential future litigation proceeds received from TAES or Toshiba. Consumers and DTE Electric will have the opportunity to seek appropriate recovery and ratemaking treatment for amounts recorded as a regulatory asset following resolution of the litigation, including any amounts not recovered from TAES or Toshiba, but cannot predict the financial impact or outcome of such proceedings.

J.H. Campbell 3 Contract Dispute: In 2022, Consumers filed a complaint against Wolverine Power in the Ottawa County Circuit Court and requested a ruling that Consumers has sole authority to decide to retire the J.H. Campbell 3 coal-fueled generating unit under Consumers’ and Wolverine Power’s agreement to jointly own and operate the unit. Wolverine Power filed an answer, affirmative defenses, and a counterclaim seeking approximately $37 million in damages allegedly caused by Consumers’ decision to retire the unit before the end of its useful life. The state circuit court judge found that Consumers may, in its sole discretion, retire J.H. Campbell 3, provided that Consumers continues to operate and make necessary improvements to the unit while the litigation concerning Wolverine Power’s claim for damages is pending. In May 2023, the circuit court judge issued an order granting Consumers’ motion for clarification confirming that Consumers may continue to operate and invest in J.H. Campbell 3 consistent with the May 2025 retirement date.

In March 2024, the circuit court judge issued an order denying Wolverine Power’s motion for partial summary disposition and granting in part and denying in part Consumers’ motion for summary disposition. The judge granted Consumers’ motion for summary disposition on Wolverine Power’s claim that Consumers acted in bad faith in deciding to retire J.H. Campbell 3 early, finding no evidence to support that claim. The judge held that Wolverine Power did identify a genuine issue of material fact as to whether Consumers breached the joint ownership and operating agreement by failing to notify and consult with Wolverine Power regarding the unit’s early retirement.

In June 2024, the parties entered into a settlement agreement resolving this matter. The settlement agreement provides for Wolverine Power’s interest in J.H. Campbell 3 to end as of the date the unit permanently ceases to be used for electric operations. The court entered an order of dismissal with prejudice in June 2024.

Consumers Gas Utility Contingencies

Consumers expects to incur remediation and other response activity costs at a number of sites under NREPA. These sites include 23 former MGP facilities. Consumers operated the facilities on these sites for some part of their operating lives. For some of these sites, Consumers has no present ownership interest or may own only a portion of the original site.

At December 31, 2024, Consumers had a recorded liability of $60 million for its remaining obligations for these sites. Consumers expects to pay the following amounts for remediation and other response activity costs in each of the next five years:


In Millions
	2025			2026			2027			2028			2029
Consumers
Remediation and other response activity costs		$	3		$	7		$	9		$	24		$	7

Consumers periodically reviews these cost estimates. Any significant change in the underlying assumptions, such as an increase in the number of sites, changes in remediation techniques, or legal and regulatory requirements, could affect Consumers’ estimates of annual response activity costs and the MGP liability.

Pursuant to orders issued by the MPSC, Consumers defers its MGP-related remediation costs and recovers them from its customers over a ten-year period. At December 31, 2024, Consumers had a regulatory asset of $90 million related to the MGP sites.

Guarantees

Presented in the following table are CMS Energy’s and Consumers’ guarantees at December 31, 2024:


In Millions
Guarantee Description	Issue Date	Expiration Date	Maximum Obligation			Carrying Amount
CMS Energy, including Consumers
Indemnity obligations from sale of membership interests in VIEs1	various	indefinite		$	258		$	—
Indemnity obligations from stock and asset sale agreements2	various	indefinite		153			1
Guarantee3	2011	indefinite		30			—
Consumers
Guarantee3	2011	indefinite		$	30		$	—

1These obligations arose from the sale of membership interests in Aviator Wind, Newport Solar Holdings, and NWO Holdco to tax equity investors. NorthStar Clean Energy provided certain indemnity obligations that protect the tax equity investors against losses incurred as a result of breaches of representations and warranties under the associated limited liability company agreements. These obligations are generally capped at an amount equal to the tax equity investor’s capital contributions plus a specified return, less any distributions and tax benefits it receives, in connection with its membership interest. For any indemnity obligations related to Aviator Wind, NorthStar Clean Energy would recover 49 percent of any amounts paid to the tax equity investor from the other owner of Aviator Wind Equity Holdings. Additionally, Aviator Wind holds insurance coverage that would partially protect against losses incurred as a result of certain failures to qualify for production tax credits. For further details on NorthStar Clean Energy’s ownership interest in Aviator Wind, Newport Solar Holdings, and NWO Holdco, see Note 18, Variable Interest Entities.

2These obligations arose from stock and asset sale agreements under which CMS Energy or a subsidiary of CMS Energy indemnified the purchaser for losses resulting from various matters, including claims related to taxes. The maximum obligation amount is mostly related to an Equatorial Guinea tax claim.

3This obligation comprises a guarantee provided by Consumers to the U.S. Department of Energy in connection with a settlement agreement regarding damages resulting from the department’s failure to accept spent nuclear fuel from nuclear power plants formerly owned by Consumers.

Additionally, in the normal course of business, CMS Energy, Consumers, and certain other subsidiaries of CMS Energy have entered into various agreements containing tax and other indemnity provisions for which they are unable to estimate the maximum potential obligation. CMS Energy and Consumers consider the likelihood that they would be required to perform or incur substantial losses related to these indemnities and those disclosed in the table to be remote.

Other Contingencies

In addition to the matters disclosed in this Note and Note 2, Regulatory Matters, there are certain other lawsuits and administrative proceedings before various courts and governmental agencies, as well as unasserted claims that may result in such proceedings, arising in the ordinary course of business to which CMS Energy, Consumers, and certain other subsidiaries of CMS Energy are parties. These other lawsuits, proceedings, and unasserted claims may involve personal injury, property damage, contracts, environmental matters, federal and state taxes, rates, licensing, employment, and other matters. Further, CMS Energy and Consumers occasionally self-report certain regulatory non‑compliance matters that may or may not eventually result in administrative proceedings. CMS Energy and Consumers believe that the outcome of any one of these proceedings and potential claims will not have a material negative effect on their consolidated results of operations, financial condition, or liquidity.

Contractual Commitments

Purchase Obligations: Purchase obligations arise from long-term contracts for the purchase of commodities and related services, and construction and service agreements. The commodities and related services include long-term PPAs, natural gas and associated transportation, and coal and associated transportation. Related-party PPAs are between Consumers and certain affiliates of NorthStar Clean Energy. Presented in the following table are CMS Energy’s and Consumers’ contractual purchase obligations at December 31, 2024 for each of the periods shown:


In Millions
	Payments Due
	Total			2025			2026			2027			2028			2029			Beyond 2029
CMS Energy, including Consumers
Total PPAs		$	7,006		$	659		$	662		$	698		$	677		$	678		$	3,632
Other		4,432			1,780			1,095			670			461			239			187
Total purchase obligations		$	11,438		$	2,439		$	1,757		$	1,368		$	1,138		$	917		$	3,819
Consumers
PPAs
MCV PPA		$	1,297		$	265		$	233		$	218		$	222		$	239		$	120
Related-party PPAs		60			29			15			16			—			—			—
Other PPAs		5,649			365			414			464			455			439			3,512
Total PPAs		$	7,006		$	659		$	662		$	698		$	677		$	678		$	3,632
Other		3,371			1,412			958			518			365			116			2
Total purchase obligations		$	10,377		$	2,071		$	1,620		$	1,216		$	1,042		$	794		$	3,634

MCV PPA: Consumers has a PPA with the MCV Partnership giving Consumers the right to purchase up to 1,240 MW of capacity and energy produced by the MCV Facility through May 2030. The MCV PPA provides for:

a capacity charge of $10.14 per MWh of available capacity through March 2025 and $5.00 per MWh of available capacity from March 2025 through the termination date of the PPA
a fixed energy charge of $6.30 per MWh for on-peak hours and $6.00 for off-peak hours
a variable energy charge based on the MCV Partnership’s cost of production for energy delivered to Consumers
a $5 million annual contribution by the MCV Partnership to a renewable resources program through March 2025

Capacity and energy charges under the MCV PPA were $358 million in 2024, $340 million in 2023, and $519 million in 2022.

Other PPAs: Consumers has PPAs expiring through 2047 with various counterparties. The majority of the PPAs have capacity and energy charges for delivered energy. Capacity and energy charges under these PPAs were $565 million in 2024, $498 million in 2023, and $510 million in 2022. In addition, CMS Energy and Consumers account for several of their PPAs as leases. See Note 8, Leases for more information about CMS Energy’s and Consumers’ lease obligations.

4: Financings and Capitalization

Presented in the following table is CMS Energy’s long-term debt at December 31:


In Millions, Except Interest Rate and Maturity
	Interest Rate (%)		Maturity	2024			2023
CMS Energy, including Consumers
CMS Energy, parent only
Senior notes	3.875		2024		$	—		$	250
	3.600		2025		250			250
	3.000		2026		300			300
	2.950		2027		275			275
	3.450		2027		350			350

	4.700		2043		250			250
	4.875		2044		300			300



					$	1,725		$	1,975

Convertible senior notes1	3.375		2028		$	800		$	800


Junior subordinated notes2	4.750	3	2050		$	500		$	500
	3.750	4	2050		400			400
	5.625		2078		200			200
	5.875		2078		280			280
	5.875		2079		630			630
					$	2,010		$	2,010

Term loan facilities	variable	5	2025		$	90		$	—
	variable	6	2025		400			—
					$	490		$	—

Total CMS Energy, parent only					$	5,025		$	4,785
CMS Energy subsidiaries
Consumers					$	11,370		$	10,863
NorthStar Clean Energy, including subsidiaries


Revolving credit facility	variable	7	2027		150			—
Total principal amount outstanding					$	16,545		$	15,648
Current amounts					(1,192)			(975)
Unamortized discounts					(29)			(30)
Unamortized issuance costs					(130)			(135)
Total long-term debt					$	15,194		$	14,508

1Holders of the convertible senior notes may convert their notes at their option in accordance with the conditions outlined in the related indenture. CMS Energy will settle conversions of the notes in accordance with the terms outlined in the related indenture. The conversion rate will be subject to adjustment for anti-dilutive events and fundamental change and redemption provisions as described in the related indenture.

There are no sinking fund requirements for the notes. At December 31, 2024, the conversion price for the notes was $73.93 per share of common stock. Unamortized debt costs associated with this issuance were $9 million at December 31, 2024.

2These unsecured obligations rank subordinate and junior in right of payment to all of CMS Energy’s existing and future senior indebtedness.

3On June 1, 2030, and every five years thereafter, the notes will reset to an interest rate equal to the five‑year treasury rate plus 4.116 percent.

4On December 1, 2030, and every five years thereafter, the notes will reset to an interest rate equal to the five‑year treasury rate plus 2.900 percent.

5The delayed-draw unsecured term loan credit facility has an interest rate of Term SOFR plus 0.900 percent. At December 31, 2024, borrowings under the term loan credit facility had a weighted-average interest rate of 5.245 percent.

6The delayed-draw unsecured term loan credit facility has an interest rate of one-month Term SOFR plus 0.850 percent. At December 31, 2024, borrowings under the term loan credit facility had a weighted-average interest rate of 5.403 percent.

7Loans under this facility have an interest rate of one-month Term SOFR plus 1.750 percent less an adjustment of 0.050 percent for green credit advances. At December 31, 2024, the weighted-average interest rate for the loans issued under this facility was 6.097 percent.

Presented in the following table is Consumers’ long-term debt at December 31:


In Millions, Except Interest Rate and Maturity
	Interest Rate (%)		Maturity		2024			2023
Consumers
First mortgage bonds
		3.125		2024		$	—		$	250
		3.190		2024		—			52
		5.240		2026		115			115
		3.680		2027		100			100
		3.390		2027		35			35
		4.650		2028		425			425
		3.800		2028		300			300
		4.900		2029		500			500
		5.070		2029		50			50
		4.600		2029		600			—
		4.700		2030		700			—
		5.170		2032		95			95
		3.600		2032		350			350
		3.180		2032		100			100
		4.625		2033		700			700
		5.800		2035		175			175
		5.380		2037		140			140
		3.520		2037		335			335
		4.010		2038		215			215
		6.170		2040		50			50
		4.970		2040		50			50
		4.310		2042		263			263
		3.950		2043		425			425
		4.100		2045		250			250
		3.250		2046		450			450
		3.950		2047		350			350
		4.050		2048		550			550
		4.350		2049		550			550
		3.750		2050		300			300
		3.100		2050		550			550
		3.500		2051		575			575
		2.650		2052		300			300
		4.200		2052		450			450
		3.860		2052		50			50
		4.280		2057		185			185
		2.500		2060		525			525
		4.350		2064		250			250
		variable	1	2069		76			76
		variable	1	2070		134			134
		variable	1	2070		127			127




						$	11,395		$	10,397


In Millions, Except Interest Rate and Maturity
	Interest Rate (%)		Maturity			2024			2023
Tax-exempt revenue bonds		0.875	2	2035			$	35		$	35
		3.350	3	2049			75			75
							$	110		$	110

2014 Securitization bonds		3.528	4	2029	5		$	112		$	141

2023 Securitization bonds		5.322	6	2028-2031	5		588			646
							$	700		$	787

Total principal amount outstanding							$	12,205		$	11,294
Current amounts							(452)			(725)
Long-term debt – related parties7 principal amount outstanding				2043-2060			(835)			(431)
Unamortized discounts							(27)			(28)
Unamortized issuance costs							(73)			(73)
Total long-term debt							$	10,818		$	10,037

1The variable-rate bonds bear interest quarterly at a rate of three‑month SOFR minus 0.038 percent, subject to a zero‑percent floor. At December 31, 2024, the interest rates were 4.320 percent for bonds due September 2069, 4.483 percent for bonds due May 2070, and 4.551 percent for bonds due October 2070. The interest rate for the variable-rate bonds at December 31, 2023 were 5.346 percent, 5.329 percent, and 5.368 percent, respectively. The holders of these variable-rate bonds may put them to Consumers for redemption on certain dates prior to their stated maturity, including dates within one year of December 31, 2024.

2The interest rate on these tax-exempt revenue bonds will reset on October 8, 2026.

3The interest rate on these tax‑exempt revenue bonds will reset on October 1, 2027.

4The weighted-average interest rate for Consumers’ securitization bonds issued through its subsidiary, Consumers 2014 Securitization Funding, was 3.528 percent at December 31, 2024 and 3.421 percent at December 31, 2023.

5Principal and interest payments are made semiannually.

6The weighted-average interest rate for Consumers’ securitization bonds issued through its subsidiary, Consumers 2023 Securitization Funding, was 5.322 percent at December 31, 2024 and 5.342 percent at December 31, 2023.

7Long-term debt – related parties reflects Consumers’ outstanding debt held by its parent as a result of CMS Energy’s repurchase of Consumers’ first mortgage bonds. Unamortized discounts associated with the repurchase of Consumers’ first mortgage bonds were $5 million at December 31, 2024 and $3 million at December 31, 2023. Unamortized issuance costs were $7 million at December 31, 2024 and $4 million at December 31, 2023.

Financings: Presented in the following table is a summary of major long-term debt issuances during 2024:


	Principal (In Millions)			Interest Rate (%)	Issuance Date	Maturity Date
CMS Energy, parent only
Term loan credit agreement		$	400	variable	September 2024	September 2025
Term loan credit agreement1		90		variable	December 2024	December 2025
Total CMS Energy, parent only		$	490





Consumers
First mortgage bonds		$	600	4.600	January 2024	May 2029
First mortgage bonds		700		4.700	August 2024	January 2030








Total Consumers		$	1,300
Total CMS Energy		$	1,790

1In December 2024, CMS Energy entered into a $200 million unsecured term loan credit agreement and borrowed $90 million. In January 2025, CMS Energy borrowed an additional $70 million bearing an interest rate of 5.206 percent.

In February 2025, certain subsidiaries of NorthStar Clean Energy entered into a $334 million construction financing agreement and borrowed $32 million, bearing an interest rate of 6.600 percent.

Retirements: Presented in the following table is a summary of major long-term debt retirements during 2024:


	Principal (In Millions)			Interest Rate (%)	Retirement Date	Maturity Date
CMS Energy, parent only
Senior notes		$	250	3.875	January 2024	March 2024
Total CMS Energy, parent only		$	250
Consumers
First mortgage bonds1		$	250	3.125	September 2024	August 2024
First mortgage bonds		52		3.190	December 2024	December 2024
Total Consumers		$	302
Total CMS Energy		$	552

1First mortgage bonds were repaid the first business day following the maturity date, which did not fall on a business day.

CMS Energy’s Purchase of Consumers’ First Mortgage Bonds: CMS Energy purchased Consumers’ first mortgage bonds with a principal balance of $404 million during 2024 in exchange for cash of $289 million. On a consolidated basis, CMS Energy’s repurchase of Consumers’ first mortgage bonds was accounted for as a debt extinguishment and resulted in a pre-tax gain of $110 million for the year ended December 31, 2024, which was recorded in other income on CMS Energy’s consolidated statements of income. Interest expense related to the repurchased bonds was $19 million for the year ended December 31, 2024.

In 2023, CMS Energy purchased Consumers’ first mortgage bonds with a principal balance of $431 million in exchange for cash of $293 million. On a consolidated basis, CMS Energy’s repurchase of Consumers’ first mortgage bonds resulted in a pre-tax gain of $131 million for the year ended

December 31, 2023. Interest expense related to the repurchased bonds was $5 million for the year ended December 31, 2023.

Regulatory Authorization for Financings: Consumers is required to maintain FERC authorization for financings. Any long-term issuances during the authorization period are exempt from FERC’s competitive bidding and negotiated placement requirements. Its current authorization ends on May 2, 2026. In January 2025, Consumers filed an application with the FERC for authority to issue long-term debt securities between February 21, 2025 and February 20, 2027. The application does not seek to replace Consumers’ existing authority for short-term securities.

First Mortgage Bonds: Consumers secures its first mortgage bonds by a mortgage and lien on substantially all of its property. Consumers’ ability to issue first mortgage bonds is restricted by certain provisions in the First Mortgage Bond Indenture and the need for regulatory approvals under federal law. Restrictive issuance provisions in the First Mortgage Bond Indenture include achieving a two‑times interest coverage ratio and having sufficient unfunded net property additions.

Securitization Bonds: Certain regulatory assets held by Consumers’ subsidiaries, Consumers 2014 Securitization Funding and Consumers 2023 Securitization Funding, collateralize Consumers’ securitization bonds. Consumers 2014 Securitization Funding and Consumers 2023 Securitization Funding are distinct subsidiaries. The bondholders of each entity have no recourse to the other’s assets or the assets of Consumers. Consumers collects securitization surcharges to cover the principal and interest on the bonds as well as certain other qualified costs. The surcharges collected by Consumers on behalf of each entity are remitted to that subsidiary’s account and are not available to creditors of Consumers or creditors of Consumers’ affiliates other than the subsidiary that issued the bonds.

Debt Maturities: At December 31, 2024, the aggregate annual maturities for long-term debt for the next five years, based on stated maturities or earlier put dates, were:


In Millions
	2025			2026			2027			2028			2029
CMS Energy, including Consumers
Long-term debt
CMS Energy, parent only		$	740		$	300		$	625		$	800		$	—
NorthStar Clean Energy		—			—			150			—			—
Consumers		452			237			263			843			1,256


Total CMS Energy1		$	1,192		$	537		$	1,038		$	1,643		$	1,256
NorthStar Clean Energy, including subsidiaries
Long-term debt		$	—		$	—		$	150		$	—		$	—
Consumers
Long-term debt		$	452		$	237		$	263		$	843		$	1,256

Credit Facilities: The following credit facilities with banks were available at December 31, 2024:


In Millions
Expiration Date	Amount of Facility			Amount Borrowed			Letters of Credit Outstanding			Amount Available
CMS Energy, parent only
December 14, 20271		$	550		$	—		$	31		$	519
September 30, 2025		50			—			50			—
NorthStar Clean Energy, including subsidiaries
May 7, 20272		$	150		$	150		$	—		$	—
September 25, 20253		37			—			37			—
Consumers4
December 14, 2027		$	1,100		$	—		$	28		$	1,072
November 18, 2025		250			—			58			192

1There were no borrowings under this facility during the year ended December 31, 2024.

2Obligations under this facility are secured by certain pledged equity interests in subsidiaries of NorthStar Clean Energy; under the terms of this facility, the interests may not be sold by NorthStar Clean Energy unless there is an agreed-upon substitution for the pledged equity interests. At December 31, 2024, the net book value of the pledged equity interests was $396 million. Also under the terms of this facility, NorthStar Clean Energy may be restricted from remitting cash dividends to CMS Energy in the event of default.

3This letter of credit facility is available to Aviator Wind Equity Holdings. For more information regarding Aviator Wind Equity Holdings, see Note 18, Variable Interest Entities.

4Obligations under these facilities are secured by first mortgage bonds of Consumers. There were no borrowings under these facilities during the year ended December 31, 2024.

Short-term Borrowings: Under Consumers’ commercial paper program, Consumers may issue, in one or more placements, investment-grade commercial paper notes with maturities of up to 365 days at market interest rates. These issuances are supported by Consumers’ revolving credit facilities and may have an aggregate principal amount outstanding of up to $500 million. While the amount of outstanding commercial paper does not reduce the available capacity of the revolving credit facilities, Consumers does not intend to issue commercial paper in an amount exceeding the available capacity of the facilities. At December 31, 2024, there were $65 million of commercial paper notes outstanding under this program bearing a weighted-average interest rate of 4.675 percent, recorded as current notes payable on CMS Energy’s and Consumers’ consolidated balance sheets.

In December 2024, Consumers renewed a short-term credit agreement with CMS Energy, permitting Consumers to borrow up to $500 million at an interest rate of the prior month’s average one‑month Term SOFR minus 0.100 percent. At December 31, 2024, there were no outstanding borrowings under the agreement.

NorthStar Clean Energy’s Supplier Financing Program: Under a supplier financing program, NorthStar Clean Energy agrees to pay a bank that is acting as its payment agent the stated amount of confirmed invoices from participating suppliers on the original maturity dates of the invoices. The bank is required to pay the supplier invoices that have been confirmed as valid under the program in full within 135 days of the invoice date. NorthStar Clean Energy does not provide collateral or a guarantee to the bank in support of its payment obligations under the agreement, nor does it pay a fee for the service. NorthStar Clean Energy or the bank may terminate the supplier financing program agreement upon

30 days prior written notice to the other party. Obligations under this program are accounted for in accounts payable on CMS Energy’s consolidated balance sheets. Presented in the following table is the activity under NorthStar Clean Energy’s supplier financing program during the year ended December 31, 2024:


In Millions
Year Ended December 31	2024
Balance of payables under suppler financing program at beginning of period		$	—
Payables confirmed		22

Balance of payables under suppler financing program at end of period		$	22

Dividend Restrictions: At December 31, 2024, payment of dividends by CMS Energy on its common stock was limited to $8.0 billion under provisions of the Michigan Business Corporation Act of 1972.

Under the provisions of its articles of incorporation, at December 31, 2024, Consumers had $2.3 billion of unrestricted retained earnings available to pay dividends on its common stock to CMS Energy. Provisions of the Federal Power Act and the Natural Gas Act appear to restrict dividends payable by Consumers to the amount of Consumers’ retained earnings. Several decisions from FERC suggest that, under a variety of circumstances, dividends from Consumers on its common stock would not be limited to amounts in Consumers’ retained earnings. Any decision by Consumers to pay dividends on its common stock in excess of retained earnings would be based on specific facts and circumstances and would be subject to a formal regulatory filing process.

During the year ended December 31, 2024, Consumers paid $795 million in dividends on its common stock to CMS Energy.

Capitalization: The authorized capital stock of CMS Energy consists of:

350 million shares of CMS Energy Common Stock, par value $0.01 per share
10 million shares of CMS Energy Preferred Stock, par value $0.01 per share

Issuance of Common Stock: In 2023, CMS Energy entered into an equity offering program under which it may sell shares of its common stock having an aggregate sales price of up to $1 billion in privately negotiated transactions, in “at the market” offerings, or through forward sales transactions. In January 2024, CMS Energy settled the remaining forward sale contracts issued under its previous equity offering program by issuing shares at a weighted average price of $70.31 per share, resulting in net proceeds of $266 million.

Presented in the following table are details of CMS Energy’s forward sales contracts under its current equity offering program at December 31, 2024:


			Forward Price Per Share
Contract Date	Maturity Date	Number of Shares	Initial			December 31, 2024
December 16, 2024	November 27, 2025	400,581		$	69.43		$	69.53

Under these contracts, CMS Energy may either settle physically by issuing shares of its common stock at the then-applicable forward sale price specified by the agreement or settle net by delivering or receiving

cash or shares. CMS Energy may settle the contracts at any time through their maturity dates, and presently intends to physically settle the contracts by delivering shares of its common stock.

The initial forward price in the forward equity sale contracts includes a deduction for commissions and will be adjusted on a daily basis over the term based on an interest rate factor and decreased on certain dates by certain predetermined amounts to reflect expected dividend payments. No amounts are recorded on CMS Energy’s consolidated balance sheets until settlements of the forward equity sale contracts occur. If CMS Energy had elected to net share settle or net cash settle the contracts as of December 31, 2024, it would not have been required to deliver shares or pay cash.

Preferred Stock: CMS Energy’s Series C preferred stock is traded on the New York Stock Exchange under the symbol CMS PRC. Depositary shares represent a 1/1000th interest in a share of its Series C preferred stock. The Series C preferred stock has no maturity or mandatory redemption date and is not redeemable at the option of the holders. CMS Energy may, at its option, redeem the Series C preferred stock, in whole or in part, at any time on or after July 15, 2026. The Series C preferred stock ranks senior to CMS Energy’s common stock with respect to dividend rights and distribution rights upon liquidation. Presented in the following table are details of CMS Energy’s Series C preferred stock at December 31, 2024 and 2023:


			Depositary Share Par Value						Depositary Share Optional Redemption Price						Number of Depositary Shares Authorized			Number of Depositary Shares Outstanding
Cumulative, redeemable perpetual						$	25					$	25		9,200,000			9,200,000

Preferred Stock of Subsidiary: Consumers’ preferred stock is traded on the New York Stock Exchange under the symbol CMS-PB. Presented in the following table are details of Consumers’ preferred stock at December 31, 2024 and 2023:


			Par Value						Optional Redemption Price						Number of Shares Authorized			Number of Shares Outstanding
Cumulative, with no mandatory redemption						$	100					$	110		7,500,000			373,148

5: Fair Value Measurements

Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. When measuring fair value, CMS Energy and Consumers are required to incorporate all assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. A fair value hierarchy prioritizes inputs used to measure fair value according to their observability in the market. The three levels of the fair value hierarchy are as follows:

Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 inputs are observable, market-based inputs, other than Level 1 prices. Level 2 inputs may include quoted prices for similar assets or liabilities in active markets, quoted prices in inactive markets, and inputs derived from or corroborated by observable market data.
Level 3 inputs are unobservable inputs that reflect CMS Energy’s or Consumers’ own assumptions about how market participants would value their assets and liabilities.

CMS Energy and Consumers classify fair value measurements within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement in its entirety.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Presented in the following table are CMS Energy’s and Consumers’ assets and liabilities recorded at fair value on a recurring basis:


In Millions
	CMS Energy, including Consumers						Consumers
December 31	2024			2023			2024			2023
Assets1
Cash equivalents		$	27		$	18		$	—		$	—
Restricted cash equivalents		75			21			75			21
Nonqualified deferred compensation plan assets		34			30			25			22
Derivative instruments		2			2			2			2
Total assets		$	138		$	71		$	102		$	45
Liabilities1
Nonqualified deferred compensation plan liabilities		$	34		$	30		$	25		$	22

Total liabilities		$	34		$	30		$	25		$	22

1All assets and liabilities were classified as Level 1 with the exception of derivative contracts, which were classified as Level 3.

Cash Equivalents: Cash equivalents and restricted cash equivalents consist of money market funds with daily liquidity.

Nonqualified Deferred Compensation Plan Assets and Liabilities: The nonqualified deferred compensation plan assets consist of mutual funds, which are bought and sold only at the discretion of plan participants. The assets are valued using the daily quoted net asset values. CMS Energy and Consumers value their nonqualified deferred compensation plan liabilities based on the fair values of the plan assets, as they reflect the amount owed to the plan participants in accordance with their investment elections. CMS Energy and Consumers report the assets in other non‑current assets and the liabilities in other non‑current liabilities on their consolidated balance sheets.

Derivative Instruments: CMS Energy and Consumers value their derivative instruments using either a market approach that incorporates information from market transactions, or an income approach that discounts future expected cash flows to a present value amount. CMS Energy’s and Consumers’ derivatives are classified as Level 3. CMS Energy and Consumers report derivatives in other non‑current assets on their consolidated balance sheets.

The majority of derivatives classified as Level 3 are FTRs held by Consumers. Due to the lack of quoted pricing information, Consumers determines the fair value of its FTRs based on Consumers’ average historical settlements. There was no material activity within the Level 3 category of derivatives during the periods presented.

6: Financial Instruments

Presented in the following table are the carrying amounts and fair values, by level within the fair value hierarchy, of CMS Energy’s and Consumers’ financial instruments that are not recorded at fair value. The table excludes cash, cash equivalents, short-term financial instruments, and trade accounts receivable and payable whose carrying amounts approximate their fair values. For information about assets and liabilities recorded at fair value and for additional details regarding the fair value hierarchy, see Note 5, Fair Value Measurements.


In Millions
	December 31, 2024													December 31, 2023
	Carrying Amount			Fair Value										Carrying Amount			Fair Value
	Total			Level								Total		Level
	1			2			3			1		2		3
CMS Energy, including Consumers
Assets
Long-term receivables1		$	9		$	8		$	—	$	—	$	8		$	11		$	11	$	—	$	—	$	11

Liabilities
Long-term debt2		16,386			14,876			1,018		11,952		1,906			15,483			14,305		1,103		11,186		2,016
Long-term payables3		9			9			—		—		9			11			11		—		—		11
Consumers
Assets
Long-term receivables1		$	9		$	8		$	—	$	—	$	8		$	11		$	11	$	—	$	—	$	11

Notes receivable – related party4		94			94			—		—		94			97			97		—		—		97
Liabilities
Long-term debt5		11,270			9,940			—		8,034		1,906			10,762			9,757		—		7,741		2,016
Long-term debt – related party6		823			549			—		549		—			424			303		—		303		—
Long-term payables		4			4			—		—		4			5			5		—		—		5

1Includes current portion of long-term accounts receivable and notes receivable of $4 million at December 31, 2024 and $6 million at December 31, 2023.

2Includes current portion of long-term debt of $1.2 billion at December 31, 2024 and $975 million at December 31, 2023.

3Includes current portion of long-term payables of $2 million at December 31, 2024 and December 31, 2023.

4Includes current portion of notes receivable – related party of $7 million at December 31, 2024 and 2023. For more information on notes receivable – related party, see Note 17, Related-party Transactions—Consumers.

5Includes current portion of long-term debt of $452 million at December 31, 2024 and $725 million at December 31, 2023.

6For more information on CMS Energy’s repurchases of Consumers’ first mortgage bonds, see Note 4, Financings and Capitalization—CMS Energy’s Purchase of Consumers’ First Mortgage Bonds.

Notes receivable – related party represents Consumers’ portion of the DB SERP demand note payable issued by CMS Energy to the DB SERP rabbi trust. The demand note bears interest at an annual rate of 4.10 percent and has a maturity date of 2028.

7: Plant, Property, and Equipment

Presented in the following table are details of CMS Energy’s and Consumers’ plant, property, and equipment:


In Millions, Except as Noted
December 31	Estimated Depreciable Life in Years	2024			2023
CMS Energy, including Consumers
Plant, property, and equipment, gross
Consumers	3 – 125		$	33,434		$	31,723
NorthStar Clean Energy
Independent power production1	3 – 40		1,452			1,387
Assets under finance leases2			45			24
Other	3 – 5		1			1
Plant, property, and equipment, gross			$	34,932		$	33,135
Construction work in progress			2,098			944
Accumulated depreciation and amortization			(9,569)			(9,007)
Total plant, property, and equipment3			$	27,461		$	25,072
Consumers
Plant, property, and equipment, gross
Electric
Generation	15 – 125		$	6,576		$	6,511
Distribution	15 – 75		12,135			11,339
Other	5 – 55		1,307			1,355
Assets under finance leases2			119			97
Gas
Distribution	20 – 85		7,942			7,452
Transmission	17 – 75		3,081			2,806
Underground storage facilities4	29 – 75		1,405			1,295
Other	5 – 55		828			815
Assets under finance leases2			12			15
Other non-utility property	3 – 51		29			38
Plant, property, and equipment, gross			$	33,434		$	31,723
Construction work in progress			1,766			845
Accumulated depreciation and amortization			(9,310)			(8,796)
Total plant, property, and equipment2			$	25,890		$	23,772

1A portion of independent power production assets are leased to others under operating leases. For information regarding CMS Energy’s operating leases of owned assets, see Note 8, Leases.

2For information regarding the amortization terms of CMS Energy’s and Consumers’ assets under finance leases, see Note 8, Leases.

3Consumers’ plant additions were $2.1 billion for the year ended December 31, 2024 and $3.1 billion for the year ended December 31, 2023. Consumers’ plant retirements were $390 million for the year ended December 31, 2024 and $856 million for the year ended December 31, 2023.

4Underground storage includes base natural gas of $26 million at December 31, 2024 and 2023. Base natural gas is not subject to depreciation.

Intangible Assets: Included in net plant, property, and equipment are intangible assets. Presented in the following table are details about Consumers’ intangible assets:


In Millions, Except as Noted
Description	Amortization Life in Years	December 31, 2024					December 31, 2023
Gross Cost1		Accumulated Amortization			Gross Cost1		Accumulated Amortization







Consumers
Software development	3 – 15		$	679	$	481		$	772	$	543
Rights of way	50 – 85		253		68			229		64
Franchises and consents	5 – 50		16		11			16		11
Leasehold improvements	various2		13		7			11		7
Other intangibles	various		28		16			24		15
Total			$	989	$	583		$	1,052	$	640

1Consumers’ intangible asset additions were $90 million for the year ended December 31, 2024 and $80 million for the year ended December 31, 2023. Consumers’ intangible asset retirements were $153 million for the year ended December 31, 2024 and $142 million for the year ended December 31, 2023.

2Leasehold improvements are amortized over the life of the lease, which may change whenever the lease is renewed or extended.

Capitalization: CMS Energy and Consumers record plant, property, and equipment at original cost when placed into service. The cost includes labor, material, applicable taxes, overhead such as pension and other benefits, and AFUDC, if applicable. Consumers’ plant, property, and equipment is generally recoverable through its general ratemaking process.

With the exception of utility property for which the remaining book value has been securitized, mothballed utility property stays in rate base and continues to be depreciated at the same rate as before the mothball period. When utility property is retired or otherwise disposed of in the ordinary course of business, Consumers records the original cost to accumulated depreciation, along with associated cost of removal, net of salvage. CMS Energy and Consumers recognize gains or losses on the retirement or disposal of non‑regulated assets in income. Consumers records cost of removal collected from customers, but not spent, as a regulatory liability.

Software: CMS Energy and Consumers capitalize the costs to purchase and develop internal-use computer software. These costs are expensed evenly over the estimated useful life of the internal-use computer software. If computer software is integral to computer hardware, then its cost is capitalized and depreciated with the hardware.

AFUDC: Consumers capitalizes AFUDC on regulated major construction projects. AFUDC represents the estimated cost of debt and authorized return-on-equity funds used to finance construction additions. Consumers records the offsetting credit as a reduction of interest for the amount representing the borrowed funds component and as other income for the equity funds component on the consolidated statements of income. When construction is completed and the property is placed in service, Consumers

depreciates and recovers the capitalized AFUDC from customers over the life of the related asset. Presented in the following table are Consumers’ average AFUDC capitalization rates:


Years Ended December 31	2024		2023		2022
Electric	6.9	%	6.5	%	6.2	%
Gas	5.8		5.8		5.6

Assets Under Finance Leases: Presented in the following table are further details about changes in CMS Energy’s and Consumers’ assets under finance leases:


In Millions
Years Ended December 31	2024			2023
CMS Energy, including Consumers
Balance at beginning of period		$	136		$	170
Additions		55			—
Net retirements and other adjustments		(15)			(34)
Balance at end of period		$	176		$	136
Consumers
Balance at beginning of period		$	112		$	146
Additions		34			—
Net retirements and other adjustments		(15)			(34)
Balance at end of period		$	131		$	112

Assets under finance leases are presented as gross amounts. CMS Energy’s, including Consumers’, accumulated amortization of assets under finance leases was $57 million at December 31, 2024 and $65 million at December 31, 2023. Consumers’ accumulated amortization of assets under finance leases was $55 million at December 31, 2024 and $64 million at December 31, 2023.

Depreciation and Amortization: Presented in the following table are further details about CMS Energy’s and Consumers’ accumulated depreciation and amortization:


In Millions
Years Ended December 31	2024			2023
CMS Energy, including Consumers
Utility plant assets		$	9,307		$	8,790
Non-utility plant assets		262			217
Consumers
Utility plant assets		$	9,307		$	8,790
Non-utility plant assets		3			6

Consumers depreciates utility property on an asset-group basis, in which it applies a single MPSC-approved depreciation rate to the gross investment in a particular class of property within the electric and

gas segments. Consumers performs depreciation studies periodically to determine appropriate group lives. Presented in the following table are the composite depreciation rates for Consumers’ segment properties:


Years Ended December 31	2024		2023		2022
Electric utility property	3.6	%	3.8	%	3.7	%
Gas utility property	2.5		2.8		2.9
Other property	7.1		7.8		8.9

CMS Energy and Consumers record property repairs and minor property replacement as maintenance expense. CMS Energy and Consumers record planned major maintenance activities as operating expense unless the cost represents the acquisition of additional long-lived assets or the replacement of an existing long-lived asset.

Presented in the following table are the components of CMS Energy’s and Consumers’ depreciation and amortization expense:


In Millions
Years Ended December 31	2024			2023			2022
CMS Energy, including Consumers
Depreciation expense – plant, property, and equipment		$	1,041		$	1,050		$	990
Amortization expense
Software		81			92			103
Other intangible assets		5			5			5
Other regulatory assets		2			—			—
Securitized regulatory assets		111			33			28
Total depreciation and amortization expense		$	1,240		$	1,180		$	1,126
Consumers
Depreciation expense – plant, property, and equipment		$	992		$	1,007		$	952
Amortization expense
Software		81			92			103
Other intangible assets		5			5			5
Other regulatory assets		2			—			—
Securitized regulatory assets		111			33			28
Total depreciation and amortization expense		$	1,191		$	1,137		$	1,088

Presented in the following table is Consumers’ estimated amortization expense on intangible assets for each of the next five years:


In Millions
	2025			2026			2027			2028			2029


Consumers
Intangible asset amortization expense		$	94		$	90		$	83		$	77		$	75

Jointly Owned Regulated Utility Facilities

Presented in the following table are Consumers’ investments in jointly owned regulated utility facilities at December 31, 2024:


In Millions, Except Ownership Share
	J.H. Campbell Unit 3				Ludington				Other
Ownership share		93.3		%		51.0		%		various
Utility plant in service		$	1,725			$	621			$	445
Accumulated provision for depreciation		(856)				(242)				(95)
Plant under construction		—				13				29
Net investment		$	869			$	392			$	379

Consumers includes its share of the direct expenses of the jointly owned plants in operating expenses. Consumers shares operation, maintenance, and other expenses of these jointly owned utility facilities in proportion to each participant’s undivided ownership interest. Consumers is required to provide only its share of financing for the jointly owned utility facilities.

Consumers plans to retire the J.H. Campbell coal-fueled generating units and, in 2022, removed an amount representing the projected remaining book value of the electric generating units upon their retirement from total plant, property, and equipment and recorded it as a regulatory asset on its consolidated balance sheets. For additional details, see Note 2, Regulatory Matters.

Consumers and DTE Electric are engaged in ongoing litigation with TAES and Toshiba related to TAES’ incomplete, defective, and nonconforming work during a major overhaul and upgrade of Ludington. For additional details on this dispute, see Note 3, Contingencies and Commitments—Ludington Overhaul Contract Dispute.

8: Leases

Lessee

CMS Energy and Consumers lease various assets from third parties, including coal-carrying railcars, real estate, service vehicles, and gas pipeline capacity. In addition, CMS Energy and Consumers account for several of their PPAs as leases.

CMS Energy and Consumers do not record right-of-use assets or lease liabilities on their consolidated balance sheets for rentals with lease terms of 12 months or less, most of which are for the lease of real estate and service vehicles. Lease expense for these rentals is recognized on a straight-line basis over the lease term.

CMS Energy and Consumers include future payments for all renewal options, fair market value extensions, and buyout provisions reasonably certain of exercise in their measurement of lease right-of-use assets and lease liabilities. In addition, certain leases for service vehicles contain end-of-lease adjustment clauses based on proceeds received from the sale or disposition of the vehicles. CMS Energy and Consumers also include executory costs in the measurement of their right-of-use assets and lease liabilities, except for maintenance costs related to their coal-carrying railcar leases.

Most of Consumers’ PPAs contain provisions at the end of the initial contract terms to renew the agreements annually under mutually agreed‑upon terms at the time of renewal. Energy and capacity

payments that vary depending on quantities delivered are recognized as variable lease costs when incurred. Consumers accounts for a PPA with one of CMS Energy’s equity method subsidiaries as a finance lease.

Presented in the following table is information about CMS Energy’s and Consumers’ lease right-of-use assets and lease liabilities:


In Millions, Except as Noted
	CMS Energy, including Consumers								Consumers
December 31	2024				2023				2024				2023
Operating leases
Right-of-use assets1		$	24			$	26			$	20			$	23
Lease liabilities
Current lease liabilities2		3				4				3				4
Non-current lease liabilities3		21				22				17				19
Finance leases
Right-of-use assets		119				71				76				48
Lease liabilities4
Current lease liabilities		4				5				4				5
Non-current lease liabilities		112				62				69				39
Weighted-average remaining lease term (in years)
Operating leases		20				19				19				18
Finance leases		26				19				22				11
Weighted-average discount rate
Operating leases		5.3		%		5.2		%		5.4		%		5.3		%
Finance leases5		5.8				5.3				4.8				1.5

1CMS Energy’s and Consumers’ operating right-of-use lease assets are reported as other non‑current assets on their consolidated balance sheets.

2The current portion of CMS Energy’s and Consumers’ operating lease liabilities are reported as other current liabilities on their consolidated balance sheets.

3The non‑current portion of CMS Energy’s and Consumers’ operating lease liabilities are reported as other non‑current liabilities on their consolidated balance sheets.

4Includes related-party lease liabilities of $23 million, of which less than $1 million was current, at December 31, 2024 and 2023.

5This rate excludes the impact of Consumers’ pipeline agreements and long-term PPAs accounted for as finance leases. The required capacity payments under these agreements, when compared to the underlying fair value of the leased assets, result in effective interest rates that exceed market rates for leases with similar terms.

CMS Energy and Consumers report operating, variable, and short-term lease costs as operating expenses on their consolidated statements of income, except for certain amounts that may be capitalized to other assets. Presented in the following table is a summary of CMS Energy’s and Consumers’ total lease costs:


In Millions
Years Ended December 31	2024			2023
CMS Energy, including Consumers
Operating lease costs		$	6		$	6
Finance lease costs
Amortization of right-of-use assets		6			9
Interest on lease liabilities		16			15
Variable lease costs		107			107
Short-term lease costs		13			14
Total lease costs		$	148		$	151
Consumers
Operating lease costs		$	5		$	5
Finance lease costs
Amortization of right-of-use assets		5			8
Interest on lease liabilities		13			13
Variable lease costs		107			107
Short-term lease costs		12			14
Total lease costs		$	142		$	147

Presented in the following table is supplemental cash flow information related to CMS Energy’s and Consumers’ lease liabilities:


In Millions
Years Ended December 31	2024			2023
CMS Energy, including Consumers
Cash paid for amounts included in the measurement of lease liabilities
Cash used in operating activities for operating leases		$	6		$	6
Cash used in operating activities for finance leases		15			15
Cash used in financing activities for finance leases		6			8
Lease liabilities arising from obtaining right-of-use assets
Operating leases		3			1
Finance leases		55			—
Consumers
Cash paid for amounts included in the measurement of lease liabilities
Cash used in operating activities for operating leases		$	5		$	6
Cash used in operating activities for finance leases		13			13
Cash used in financing activities for finance leases		5			8
Lease liabilities arising from obtaining right-of-use assets
Operating leases		1			1
Finance leases		34			—

Presented in the following table are the minimum rental commitments under CMS Energy’s and Consumers’ non‑cancelable leases:


In Millions
				Finance Leases
December 31, 2024	Operating Leases			Pipelines and PPAs			Land and Other			Total
CMS Energy, including Consumers
2025		$	4		$	13		$	7		$	20
2026		3			13			7			20
2027		2			13			5			18
2028		2			13			5			18
2029		2			13			5			18
2030 and thereafter		29			13			177			190
Total minimum lease payments		$	42		$	78		$	206		$	284
Less discount		18			50			118			168
Present value of minimum lease payments		$	24		$	28		$	88		$	116
Consumers
2025		$	4		$	13		$	4		$	17
2026		3			13			4			17
2027		2			13			3			16
2028		2			13			2			15
2029		1			13			2			15
2030 and thereafter		23			13			71			84
Total minimum lease payments		$	35		$	78		$	86		$	164
Less discount		15			50			41			91
Present value of minimum lease payments		$	20		$	28		$	45		$	73

Lessor

CMS Energy and Consumers are the lessor under power sales and natural gas delivery agreements that are accounted for as leases.

CMS Energy has power sales agreements that are accounted for as operating leases. In addition to fixed payments, these agreements have variable payments based on energy delivered. For the year ended December 31, 2024, lease revenue from these power sales agreements was $105 million, which included variable lease payments of $61 million. For the year ended December 31, 2023, lease revenue from these power sales agreements was $116 million, which included variable lease payments of $74 million.

Presented in the following table are the minimum rental payments to be received under CMS Energy’s non‑cancelable operating leases:


In Millions
December 31, 2024
2025	$	44
2026	18




Total minimum lease payments	$	62

Consumers has a natural gas transportation agreement with a subsidiary of CMS Energy that extends through 2038, related to a pipeline owned by Consumers. This agreement is accounted for as a direct finance lease and will automatically extend annually unless terminated by either party. The effects of the lease are eliminated on CMS Energy’s consolidated financial statements.

Minimum rental payments to be received under Consumers’ direct financing lease are less than $1 million for each of the next five years and $6 million for the years thereafter. The lease receivable was $6 million as of December 31, 2024, which does not include unearned income of $5 million.

9: Asset Retirement Obligations

CMS Energy and Consumers record the fair value of the cost to remove assets at the end of their useful lives, if there is a legal obligation to remove them. If a reasonable estimate of fair value cannot be made in the period in which the ARO is incurred, such as for assets with indeterminate lives, the liability is recognized when a reasonable estimate of fair value can be made. CMS Energy and Consumers have not recorded liabilities associated with the closure of their hydroelectric facilities and certain gas wells that have an indeterminate life or for assets that have immaterial cumulative disposal costs, such as substation batteries.

CMS Energy and Consumers calculate the fair value of ARO liabilities using an expected present-value technique that reflects assumptions about costs and inflation, and uses a credit-adjusted risk-free rate to discount the expected cash flows. CMS Energy’s ARO liabilities are primarily at Consumers.

Presented below are the categories of assets that CMS Energy and Consumers have legal obligations to remove at the end of their useful lives and for which they have an ARO liability recorded:


ARO Description	In-service Date	Long-lived Assets

Closure of coal ash disposal areas	various	Generating plants coal ash areas
Gas distribution cut, purge, and cap	various	Gas distribution mains and services
Asbestos abatement	1973	Electric and gas utility plant
Closure of renewable generation assets	various	Wind and solar generation facilities
Gas wells plug and abandon	various	Gas transmission and storage

Presented in the following tables are the changes in CMS Energy’s and Consumers’ ARO liabilities:


In Millions
Company and ARO Description	ARO Liability 12/31/2023			Incurred			Settled			Accretion			Cash Flow Revisions			ARO Liability 12/31/2024
CMS Energy, including Consumers
Consumers		$	739		$	1		$	(69)		$	33		$	(10)		$	694
Renewable generation assets		32			—			—			2			—			34
Total CMS Energy		$	771		$	1		$	(69)		$	35		$	(10)		$	728
Consumers
Coal ash disposal areas		$	268		$	1		$	(51)		$	12		$	—		$	230
Gas distribution cut, purge, and cap		290			—			(9)			15			(1)			295
Asbestos abatement		51			—			(7)			2			(9)			37
Renewable generation assets		102			—			—			3			—			105
Gas wells plug and abandon		28			—			(2)			1			—			27
Total Consumers		$	739		$	1		$	(69)		$	33		$	(10)		$	694

In May 2024, the EPA finalized a rule regulating CCR impoundments at electric generating facilities that became inactive prior to the effective date of a rule published in 2015 regulating CCRs under RCRA. Additionally, the EPA established groundwater monitoring, corrective action, closure, and post-closure care requirements for CCR surface impoundments and landfills closed prior to the effective date of the 2015 CCR rule, but that do not meet the closure technical and performance standards of the May 2024 rule. These include inactive CCR landfills that were previously exempted from regulation but that are now considered CCR management units. In response to the new rule, Consumers recorded an immaterial increase to its existing ARO and is performing a review of legacy impoundments and of other parts of the 2024 rule. If needed, Consumers will record an incremental ARO for legacy impoundments when a reasonable estimate of the fair value of the associated costs can be made; any resulting ARO could be material. Consumers has historically been authorized to recover in electric rates costs related to coal ash disposal sites.


In Millions
Company and ARO Description	ARO Liability 12/31/2022			Incurred			Settled			Accretion			Cash Flow Revisions			ARO Liability 12/31/2023
CMS Energy, including Consumers
Consumers		$	722		$	4		$	(28)		$	32		$	9		$	739
Renewable generation assets		24			7			—			1			—			32
Total CMS Energy		$	746		$	11		$	(28)		$	33		$	9		$	771
Consumers
Coal ash disposal areas		$	272		$	—		$	(15)		$	11		$	—		$	268
Gas distribution cut, purge, and cap		287			—			(10)			14			(1)			290
Asbestos abatement		39			—			(1)			3			10			51
Renewable generation assets		95			4			—			3			—			102
Gas wells plug and abandon		29			—			(2)			1			—			28
Total Consumers		$	722		$	4		$	(28)		$	32		$	9		$	739

10: Retirement Benefits

Benefit Plans: CMS Energy and Consumers provide pension, OPEB, and other retirement benefits to eligible employees under a number of different plans. These plans include:

non‑contributory, qualified DB Pension Plans (closed to new non‑union participants as of July 1, 2003 and closed to new union participants as of September 1, 2005)
a non‑contributory, qualified DCCP for employees hired on or after July 1, 2003
benefits to certain management employees under a non‑contributory, nonqualified DB SERP (closed to new participants as of March 31, 2006)
a non‑contributory, nonqualified DC SERP for certain management employees hired or promoted on or after April 1, 2006
a contributory, qualified defined contribution 401(k) plan
health care and life insurance benefits under an OPEB Plan

DB Pension Plans: Participants in the pension plans include present and former employees of CMS Energy and Consumers, including certain present and former affiliates and subsidiaries. Pension plan trust assets are not distinguishable by company. Effective December 31, 2017, CMS Energy’s and Consumers’ then-existing pension plan was amended to include only retired and former employees already covered; this amended plan is referred to as DB Pension Plan B. Also effective December 31, 2017, active employees were moved to a newly created pension plan, referred to as DB Pension Plan A, whose benefits mirror those provided under DB Pension Plan B. Maintaining separate plans for the two groups allows CMS Energy and Consumers to employ a more targeted investment strategy and provides additional opportunities to mitigate risk and volatility.

DCCP: CMS Energy and Consumers provide an employer contribution to the DCCP 401(k) plan for employees hired on or after July 1, 2003. The contribution ranges from five percent to ten percent of base pay, depending on years of service and employee class. Employees are not required to contribute in order to receive the plan’s employer contribution. DCCP expense for CMS Energy, including Consumers, was $53 million for the year ended December 31, 2024, $51 million for the year ended December 31, 2023, and $48 million for the year ended December 31, 2022. DCCP expense for Consumers was $52 million for the year ended December 31, 2024, $50 million for the year ended December 31, 2023, and $48 million for the year ended December 31, 2022.

DB SERP: The DB SERP is a nonqualified plan as defined by the Internal Revenue Code. DB SERP benefits are paid from a rabbi trust. The trust assets are not considered plan assets under ASC 715. DB SERP rabbi trust earnings are taxable. Presented in the following table are the fair values of trust assets and ABO for CMS Energy’s and Consumers’ DB SERP:


In Millions
Years Ended December 31	2024			2023
CMS Energy, including Consumers
Trust assets		$	127		$	132
ABO		105			115

Consumers
Trust assets		$	95		$	98
ABO		76			83

Neither CMS Energy nor Consumers made any contributions to the DB SERP in 2024 or 2023.

DC SERP: On April 1, 2006, CMS Energy and Consumers implemented a DC SERP and froze further new participation in the DB SERP. The DC SERP provides participants benefits ranging from five percent to 15 percent of total compensation. The DC SERP requires a minimum of five years of participation before vesting. CMS Energy’s and Consumers’ contributions to the plan, if any, are placed in a grantor trust. For CMS Energy and Consumers, trust assets were $17 million at December 31, 2024 and $14 million at December 31, 2023. DC SERP assets are included in other non‑current assets on CMS Energy’s and Consumers’ consolidated balance sheets. CMS Energy’s and Consumers’ DC SERP expense was $1 million for the years ended December 31, 2024, 2023, and 2022.

401(k) Plan: The 401(k) plan employer match equals four to six percent of employee eligible contributions based on an employee’s wages and class. The total 401(k) plan cost for CMS Energy, including Consumers, was $41 million for the years ended December 31, 2024 and 2023, and $44 million for the year ended December 31, 2022. The total 401(k) plan cost for Consumers was $39 million for the year ended December 31, 2024, $40 million for the year ended December 31, 2023, and $43 million for the year ended December 31, 2022.

Health-related OPEB Plan: Participants in the health-related OPEB Plan include regular full-time employees covered by the employee health care plan on the day before retirement from either CMS Energy or Consumers at age 55 or older with at least 10 full years of applicable continuous service and hired before January 1, 2007 for non-union participants and hired before September 1, 2010 for union participants. Regular full-time employees who qualify for disability retirement under the DB Pension Plans or are disabled and covered by the DCCP and who have 15 years of applicable continuous service may also participate in the OPEB Plan. Retiree health care costs were based on the assumption that costs would increase 8.50 percent in 2025 and 8.00 percent in 2024 for those under 65 and would increase 10.25 percent in 2025 and 8.50 percent in 2024 for those over 65. The rate of increase was assumed to decline to 4.75 percent by 2033 and thereafter for all retirees.

Assumptions: Presented in the following table are the weighted-average assumptions used in CMS Energy’s and Consumers’ retirement benefit plans to determine benefit obligations and net periodic benefit cost:


December 31	2024		2023		2022
CMS Energy, including Consumers
Weighted average for benefit obligations1
Discount rate2
DB Pension Plan A	5.73	%	5.05	%	5.24	%
DB Pension Plan B	5.59		4.95		5.14
DB SERP	5.56		4.94		5.13
OPEB Plan	5.69		5.02		5.21
Rate of compensation increase
DB Pension Plan A	3.70		3.60		3.60
DB SERP3	—		—		5.50
Weighted average for net periodic benefit cost1
Service cost discount rate2,4
DB Pension Plan A	5.08	%	5.27	%	3.09	%
DB SERP3	—		5.18		3.09
OPEB Plan	5.12		5.31		3.23
Interest cost discount rate2,4
DB Pension Plan A	4.93		5.12		2.44
DB Pension Plan B	4.87		5.06		2.21
DB SERP	4.87		5.06		2.21
OPEB Plan	4.91		5.10		2.45
Expected long-term rate of return on plan assets5
DB Pension Plans	7.50		7.20		6.50
OPEB Plan	7.50		7.20		6.50
Rate of compensation increase
DB Pension Plan A	3.60		3.60		3.60
DB SERP3	—		5.50		5.50

1The mortality assumption for benefit obligations was based on the Pri-2012 Mortality Table, with improvement scale MP-2021. The mortality assumption for net periodic benefit cost was based on the Pri-2012 Mortality Table, with improvement scale MP-2021.

2The discount rate reflects the rate at which benefits could be effectively settled and is equal to the equivalent single rate resulting from a yield-curve analysis. This analysis incorporated the projected benefit payments specific to CMS Energy’s and Consumers’ DB Pension Plans and OPEB Plan and the yields on high-quality corporate bonds rated Aa or better.

3The last active participant in the DB SERP retired in 2023. Thus, the determination of the associated benefit obligation and net periodic benefit cost no longer assumes a rate of compensation increase nor a service cost discount rate.

4CMS Energy and Consumers have elected to use a full-yield-curve approach in the estimation of service cost and interest cost; this approach applies individual spot rates along the yield curve to future projected benefit payments based on the time of payment.

5CMS Energy and Consumers determined the long-term rate of return using historical market returns, the present and expected future economic environment, the capital market principles of risk and return, and the expert opinions of individuals and firms with financial market knowledge. CMS Energy and Consumers considered the asset allocation of the portfolio in forecasting the future expected total return of the portfolio. The goal was to determine a long-term rate of return that could be incorporated into the planning of future cash flow requirements in conjunction with the change in the liability. Annually, CMS Energy and Consumers review for reasonableness and appropriateness the forecasted returns for various classes of assets used to construct an expected return model. CMS Energy’s and Consumers’ expected long-term rate of return on the assets of the DB Pension Plans was 7.50 percent in 2024. The actual return (loss) on the assets of the DB Pension Plans was 3.6 percent in 2024, 12.6 percent in 2023, and (15.9) percent in 2022.

Costs: Presented in the following table are the costs (credits) and other changes in plan assets and benefit obligations incurred in CMS Energy’s and Consumers’ retirement benefit plans:


In Millions
			DB Pension Plans and DB SERP									OPEB Plan

Years Ended December 31	2024	2023			2022					2024	2023	2022
CMS Energy, including Consumers
Net periodic credit
Service cost			$	28		$	29	$	41				$	11	$	12	$	17
Interest cost			109			112		84					43		44		28
Settlement loss			—			—		1					—		—		—
Expected return on plan assets			(234)			(220)		(206)					(115)		(103)		(115)
Amortization of:
Net loss			12			12		40					4		12		1
Prior service cost (credit)			4			4		4					(31)		(41)		(51)
Settlement loss			11			11		9					—		—		—

Net periodic credit			$	(70)		$	(52)	$	(27)				$	(88)	$	(76)	$	(120)
Consumers
Net periodic credit
Service cost			$	27		$	28	$	39				$	11	$	11	$	17
Interest cost			102			105		79					41		42		27
Expected return on plan assets			(221)			(208)		(194)					(107)		(95)		(107)
Amortization of:
Net loss			11			11		37					4		12		—
Prior service cost (credit)			4			4		4					(30)		(40)		(50)
Settlement loss			11			11		9					—		—		—

Net periodic credit			$	(66)		$	(49)	$	(26)				$	(81)	$	(70)	$	(113)

In Consumers’ electric and gas rate cases, the MPSC approved a mechanism allowing Consumers to defer for future recovery or refund pension and OPEB expenses above or below the amounts used to set existing rates. Amounts deferred will be collected from or refunded to customers over ten years. At December 31, 2024, CMS Energy, including Consumers, had deferred $15 million of pension credits and $11 million of OPEB credits under this mechanism related to 2024 expense. At December 31, 2023, CMS Energy, including Consumers, had deferred $11 million of pension credits and $23 million of OPEB costs under this mechanism related to 2023 expense.

CMS Energy and Consumers amortize net gains and losses in excess of ten percent of the greater of the PBO or the MRV over the average remaining service period for DB Pension Plan A and the OPEB Plan

and over the average remaining life expectancy of participants for DB Pension Plan B. For DB Pension Plan A, the estimated period of amortization of gains and losses was eight years for the years ended December 31, 2024, 2023, and 2022. For DB Pension Plan B, the estimated period of amortization of gains and losses was 17 years for the years ended December 31, 2024 and 2023, and 18 years for the year ended December 31, 2022. For the OPEB Plan, the estimated amortization period was nine years for the years ended December 31, 2024, 2023, and 2022.

Prior service cost (credit) amortization is established in the year in which the prior service cost (credit) first occurred, and is based on the same amortization period for all future years until the prior service cost (credit) is fully amortized. CMS Energy and Consumers had new prior service costs for OPEB in 2024. The estimated period of amortization of these new prior service costs is seven years.

CMS Energy and Consumers determine the MRV for the assets of the DB Pension Plans as the fair value of plan assets on the measurement date, adjusted by the gains or losses that will not be admitted into the MRV until future years. CMS Energy and Consumers reflect each year’s gain or loss in the MRV in equal amounts over a five‑year period beginning on the date the original amount was determined. CMS Energy and Consumers determine the MRV for OPEB Plan assets as the fair value of assets on the measurement date.

Reconciliations: Presented in the following table are reconciliations of the funded status of CMS Energy’s and Consumers’ retirement benefit plans with their retirement benefit plans’ liabilities:


In Millions
	DB Pension Plans							DB SERP						OPEB Plan
Years Ended December 31	2024			2023				2024			2023			2024			2023
CMS Energy, including Consumers
Benefit obligation at beginning of period		$	2,195		$	2,169			$	114		$	117		$	900		$	889
Service cost		28			29				—			—			11			12
Interest cost		104			106				5			6			43			44
Plan amendments		—			—				—			—			(25)			—
Actuarial loss (gain)		(91)		1	52		1		(4)			1			(40)		1	9		1
Benefits paid		(142)			(161)				(10)			(10)			(58)			(54)
Benefit obligation at end of period		$	2,094		$	2,195			$	105		$	114		$	831		$	900
Plan assets at fair value at beginning of period		$	3,004		$	2,820			$	—		$	—		$	1,559		$	1,446
Actual return on plan assets		102			345				—			—			86			165
Company contribution		—			—				10			10			—			—
Actual benefits paid		(142)			(161)				(10)			(10)			(57)			(52)
Plan assets at fair value at end of period		$	2,964		$	3,004			$	—		$	—		$	1,588		$	1,559
Funded status		$	870	2	$	809	2		$	(105)		$	(114)		$	757		$	659
Consumers
Benefit obligation at beginning of period									$	83		$	85		$	867		$	856
Service cost									—			—			11			11
Interest cost									4			4			41			42
Plan amendments									—			—			(24)			—
Actuarial loss (gain)									(4)			1			(38)		1	10		1
Benefits paid									(7)			(7)			(56)			(52)
Benefit obligation at end of period									$	76		$	83		$	801		$	867
Plan assets at fair value at beginning of period									$	—		$	—		$	1,453		$	1,350
Actual return on plan assets									—			—			80			154
Company contribution									7			7			—			—
Actual benefits paid									(7)			(7)			(54)			(51)
Plan assets at fair value at end of period									$	—		$	—		$	1,479		$	1,453
Funded status									$	(76)		$	(83)		$	678		$	586

1The actuarial gains for 2024 for the DB Pension Plans and OPEB Plans were primarily the result of higher discount rates. The actuarial losses for 2023 for the DB Pension Plans and OPEB Plan were primarily the result of lower discount rates.

2The total funded status of the DB Pension Plans attributable to Consumers, based on an allocation of expenses, was $836 million at December 31, 2024 and $781 million at December 31, 2023.

Presented in the following table is the classification of CMS Energy’s and Consumers’ retirement benefit plans’ assets and liabilities:


In Millions
December 31	2024			2023
CMS Energy, including Consumers
Non-current assets
DB Pension Plans		$	870		$	809
OPEB Plan		757			659
Current liabilities
DB SERP		10			10
Non-current liabilities

DB SERP		95			104

Consumers
Non-current assets
DB Pension Plans		$	836		$	781
OPEB Plan		678			586
Current liabilities
DB SERP		7			7
Non-current liabilities

DB SERP		69			76

The ABO for the DB Pension Plans was $1.9 billion at December 31, 2024 and $2.0 billion at December 31, 2023. At December 31, 2024 and 2023, the PBO and ABO did not exceed plan assets for any of the defined benefit pension plans.

Items Not Yet Recognized as a Component of Net Periodic Benefit Cost: Presented in the following table are the amounts recognized in regulatory assets and AOCI that have not been recognized as components of net periodic benefit cost. For additional details on regulatory assets see Note 2, Regulatory Matters.


In Millions
	DB Pension Plans and DB SERP						OPEB Plan
December 31	2024			2023			2024			2023
CMS Energy, including Consumers
Regulatory assets
Net loss		$	653		$	634		$	176		$	191
Prior service cost (credit)		12			16			(94)			(100)
Regulatory assets		$	665		$	650		$	82		$	91
AOCI
Net loss (gain)		60			65			(3)			(3)
Prior service cost (credit)		—			1			(2)			(2)
Total amounts recognized in regulatory assets and AOCI		$	725		$	716		$	77		$	86
Consumers
Regulatory assets
Net loss		$	653		$	634		$	176		$	191
Prior service cost (credit)		12			16			(94)			(100)
Regulatory assets		$	665		$	650		$	82		$	91
AOCI
Net loss		15			20			—			—
Total amounts recognized in regulatory assets and AOCI		$	680		$	670		$	82		$	91

Plan Assets: Presented in the following tables are the fair values of the assets of CMS Energy’s DB Pension Plans and OPEB Plan, by asset category and by level within the fair value hierarchy. For additional details regarding the fair value hierarchy, see Note 5, Fair Value Measurements.


In Millions
	DB Pension Plans
	December 31, 2024									December 31, 2023
	Total			Level 1			Level 2			Total			Level 1			Level 2
CMS Energy, including Consumers
Cash and short-term investments		$	148		$	148		$	—		$	178		$	178		$	—




Mutual funds		—			—			—			47			47			—
		$	148		$	148		$	—		$	225		$	225		$	—
Pooled funds		2,816									2,779
Total		$	2,964								$	3,004


In Millions
	OPEB Plan
	December 31, 2024									December 31, 2023
	Total			Level 1			Level 2			Total			Level 1			Level 2
CMS Energy, including Consumers
Cash and short-term investments		$	35		$	35		$	—		$	82		$	82		$	—
U.S. government and agencies securities		13			—			13			16			—			16
Corporate debt		68			—			68			67			—			67
State and municipal bonds		2			—			2			1			—			1
Foreign bonds		15			—			15			15			—			15
Common stocks		170			170			—			161			161			—
Mutual funds		53			53			—			60			60			—
		$	356		$	258		$	98		$	402		$	303		$	99
Pooled funds		1,232									1,157
Total		$	1,588								$	1,559

Cash and Short-term Investments: Cash and short-term investments consist of money market funds with daily liquidity.

U.S. Government and Agencies Securities: U.S. government and agencies securities consist of U.S. Treasury notes and other debt securities backed by the U.S. government and related agencies. These securities are valued based on quoted market prices.

Corporate Debt: Corporate debt investments consist of investment grade bonds of U.S. issuers from diverse industries. These securities are valued based on quoted market prices, when available, or yields available on comparable securities of issuers with similar credit ratings.

State and Municipal Bonds: State and municipal bonds are valued using a matrix-pricing model that incorporates Level 2 market-based information. The fair value of the bonds is derived from various observable inputs, including benchmark yields, reported securities trades, broker/dealer quotes, bond ratings, and general information on market movements for investment grade state and municipal securities normally considered by market participants when pricing such debt securities.

Foreign Bonds: Foreign corporate and government debt securities are valued based on quoted market prices, when available, or on yields available on comparable securities of issuers with similar credit ratings.

Common Stocks: Common stocks in the OPEB Plan consist of equity securities that are actively managed and tracked to the S&P 500 Index and MSCI All Country World ex-US. These securities are valued at their quoted closing prices.

Mutual Funds: Mutual funds represent shares in registered investment companies that are priced based on the daily quoted net asset values that are publicly available and are the basis for transactions to buy or sell shares in the funds.

Pooled Funds: Pooled funds include both common and collective trust funds as well as special funds that contain only employee benefit plan assets from two or more unrelated benefit plans. These funds primarily consist of U.S. and foreign equity securities, but also include U.S. and foreign fixed-income securities and multi-asset investments. Since these investments are valued at their net asset value as a practical expedient, they are not classified in the fair value hierarchy.

Asset Allocations: Presented in the following table are the investment components of the assets of CMS Energy’s DB Pension Plans and OPEB Plan as of December 31, 2024:


	DB Pension Plans			OPEB Plan
Fixed-income securities		39.0	%		38.0	%
Equity securities		38.0			42.0
Real asset investments		10.0			9.0
Return-seeking fixed income		7.0			6.0
Liquid alternative investments		4.0			4.0
Cash and cash equivalents		2.0			1.0
		100.0	%		100.0	%

CMS Energy’s target 2024 asset allocation for the assets of the DB Pension Plans was 40‑percent fixed income, 38‑percent equity, 11‑percent real assets, 7‑percent return-seeking fixed income, and 4‑percent liquid alternatives.

CMS Energy established union and non‑union VEBA trusts to fund future retiree health and life insurance benefits known as OPEB. These trusts are funded through the ratemaking process for Consumers and through direct contributions from the non‑utility subsidiaries. CMS Energy’s target 2024 asset allocation for OPEB trusts was 40‑percent fixed income, 38‑percent equity, 11‑percent real assets, 7‑percent return-seeking fixed income, and 4‑percent liquid alternatives.

The goal of these target allocations was to maximize the long-term return on plan assets, while maintaining a prudent level of risk. The level of acceptable risk is a function of the liabilities of the plans. Equity investments are diversified mostly across the S&P 500 Index, with lesser allocations to the S&P MidCap and SmallCap Indexes and Foreign Equity Funds. Fixed-income investments are diversified across investment grade instruments of government and corporate issuers, as well as high-yield and global bond funds. Return-seeking fixed-income investments are diversified exposure to high-yield bonds, emerging market debt, and bank loans. Real asset investments are diversified across core real estate and real estate investment trusts. Liquid alternatives are investments in private funds comprised of different and independent hedge funds with various investment strategies. CMS Energy uses annual liability measurements, quarterly portfolio reviews, and periodic asset/liability studies to evaluate the need for adjustments to the portfolio allocations.

Contributions: Contributions comprise required amounts and discretionary contributions. Neither CMS Energy nor Consumers made any contributions in 2024 or 2023, or plans to contribute to the DB Pension Plans or OPEB Plan in 2025. Actual future contributions will depend on future investment performance, discount rates, and various factors related to the participants of the DB Pension Plans and OPEB Plan. CMS Energy and Consumers will, at a minimum, contribute to the plans as needed to comply with federal funding requirements.

Benefit Payments: Presented in the following table are the expected benefit payments for each of the next five years and the five‑year period thereafter:


In Millions
	DB Pension Plans			DB SERP			OPEB Plan
CMS Energy, including Consumers
2025		$	162		$	10		$	59
2026		161			10			61
2027		162			10			62
2028		162			9			63
2029		162			9			63
2030-2034		802			42			309
Consumers
2025		$	152		$	7		$	56
2026		152			7			58
2027		152			7			59
2028		152			7			60
2029		153			6			60
2030-2034		757			29			296

Collective Bargaining Agreements: At December 31, 2024, unions represented 44 percent of CMS Energy’s employees and 46 percent of Consumers’ employees. The UWUA represents Consumers’ operating, maintenance, construction, and customer contact center employees. The USW represents Zeeland plant employees. The UWUA and USW agreements expire in 2025.

11: Stock-based Compensation

CMS Energy and Consumers provide a PISP to officers, employees, and non‑employee directors based on their contributions to the successful management of the company. The PISP has a ten‑year term, expiring in May 2030.

In 2024, all awards were in the form of restricted stock or restricted stock units. The PISP also allows for unrestricted common stock, stock options, stock appreciation rights, phantom shares, performance units, and incentive options, none of which was granted in 2024, 2023, or 2022.

Shares awarded or subject to stock options, phantom shares, or performance units may not exceed 6.5 million shares from June 2020 through May 2030. CMS Energy and Consumers may issue awards of up to 4,469,391 shares of common stock under the PISP as of December 31, 2024. Shares for which payment or exercise is in cash, as well as shares that expire, terminate, or are canceled or forfeited, may be awarded or granted again under the PISP.

All awards under the PISP vest fully upon death. Upon a change of control of CMS Energy or termination under an officer separation agreement, the awards will vest in accordance with specific officer agreements. If stated in the award, for restricted stock recipients who terminate employment due to retirement or disability, a pro-rata portion of the award will vest upon termination, with any market-based award also contingent upon the outcome of the market condition and any performance-based award contingent upon the outcome of the performance condition. The pro-rata portion is equal to the portion of the service period served between the award grant date and the employee’s termination date. The remaining portion of the awards will be forfeited. All awards for directors vest fully upon retirement. Restricted shares may be forfeited if employment terminates for any other reason or if the minimum service requirements are not met, as described in the award document.

Restricted Stock Awards: Restricted stock awards for employees under the PISP are in the form of performance-based, market-based, and time-lapse restricted stock. Award recipients receive shares of CMS Energy common stock that have dividend and voting rights. The dividends on time-lapse restricted stock are paid in cash or in CMS Energy common stock. The dividends on performance-based and market-based restricted stock are paid in restricted shares equal to the value of the dividends. These additional restricted shares are subject to the same vesting conditions as the underlying restricted stock shares.

Performance-based restricted stock vesting is contingent on meeting at least a 36‑month service requirement and a performance condition. The performance condition is based on an adjusted measure of CMS Energy’s EPS growth relative to a peer group over a three‑year period. The awards granted in 2024, 2023, and 2022 require a 38‑month service period. Market-based restricted stock vesting is generally contingent on meeting a three‑year service requirement and a market condition. The market condition is based on a comparison of CMS Energy’s total shareholder return with the median total shareholder return of a peer group over the same three‑year period. Depending on the outcome of the performance condition or the market condition, a recipient may earn a total award ranging from zero to 200 percent of the initial grant. Time-lapse restricted stock generally vests after a service period of three years.

Restricted Stock Units: In 2024, 2023, and 2022, CMS Energy and Consumers granted restricted stock units to certain non‑employee directors who elected to defer their restricted stock awards. The restricted stock units generally vest after a service period of one year or, if earlier, at the next annual meeting. The restricted stock units will be distributed to the recipients as shares in accordance with the directors’ deferral agreements. Restricted stock units do not have voting rights, but do have dividend rights. In lieu of cash dividend payments, the dividends on restricted stock units are paid in additional units equal to the value of the dividends. These additional restricted stock units are subject to the same vesting and

distribution conditions as the underlying restricted stock units. No restricted stock units were forfeited during 2024.

Presented in the following tables is the activity for restricted stock and restricted stock units under the PISP:


	CMS Energy, including Consumers				Consumers
Year Ended December 31, 2024	Number of Shares	Weighted-average Grant Date Fair Value Per Share			Number of Shares	Weighted-average Grant Date Fair Value Per Share
Nonvested at beginning of period	1,158,102		$	59.50	1,094,366		$	59.50
Granted
Restricted stock	606,746		44.76		562,139		44.49
Restricted stock units	26,704		52.43		25,677		52.46
Vested
Restricted stock	(467,039)		45.88		(441,913)		45.89
Restricted stock units	(19,350)		49.62		(18,572)		49.64
Forfeited – restricted stock	(142,376)		42.68		(140,124)		43.37
Nonvested at end of period	1,162,787		$	59.34	1,081,573		$	59.35


Year Ended December 31, 2024	CMS Energy, including Consumers	Consumers
Granted
Time-lapse awards	130,512	117,525
Market-based awards	165,238	153,513
Performance-based awards	176,655	164,324
Restricted stock units	22,744	21,880
Dividends on market-based awards	14,518	13,634
Dividends on performance-based awards	15,860	14,905
Dividends on restricted stock units	3,960	3,797

Additional performance-based shares based on achievement of condition	103,963	98,238
Total granted	633,450	587,816

CMS Energy and Consumers charge the fair value of the restricted stock awards to expense over the required service period and charge the fair value of the restricted stock units to expense immediately. For performance-based awards, CMS Energy and Consumers estimate the number of shares expected to vest at the end of the performance period based on the probable achievement of the performance objective. Performance-based and market-based restricted stock awards have graded vesting features for retirement-eligible employees, and CMS Energy and Consumers recognize expense for those awards on a graded vesting schedule over the required service period. Expense for performance-based and market-based restricted stock awards for non‑retirement-eligible employees and time-lapse awards is recognized on a straight-line basis over the required service period.

The fair value of performance-based and time-lapse restricted stock and restricted stock units is based on the price of CMS Energy’s common stock on the grant date. The fair value of market-based restricted stock awards is calculated on the grant date using a Monte Carlo simulation. CMS Energy and Consumers base expected volatilities on the historical volatility of the price of CMS Energy common stock. The risk-

free rate for valuation of the market-based restricted stock awards was based on the three‑year U.S. Treasury yield at the award grant date.

Presented in the following table are the most significant assumptions used to estimate the fair value of the market-based restricted stock awards:


Years Ended December 31	2024		2023		2022
Expected volatility	20.2	%	30.3	%	27.3	%
Expected dividend yield	3.5		2.9		2.8
Risk-free rate	4.1		3.9		1.4

Presented in the following table is the weighted-average grant-date fair value of all awards under the PISP:


In Millions
Years Ended December 31	2024			2023			2022
CMS Energy, including Consumers
Weighted-average grant-date fair value per share
Restricted stock granted		$	44.76		$	52.62		$	48.69
Restricted stock units granted		52.43			50.32			56.13
Consumers
Weighted-average grant-date fair value per share
Restricted stock granted		$	44.49		$	52.42		$	48.57
Restricted stock units granted		52.46			50.34			56.07

Presented in the following table are amounts related to restricted stock awards and restricted stock units:


In Millions
Years Ended December 31	2024			2023			2022
CMS Energy, including Consumers
Fair value of shares that vested during the year		$	28		$	20		$	27
Compensation expense recognized		27			28			26
Income tax benefit recognized		3			3			—
Consumers
Fair value of shares that vested during the year		$	27		$	19		$	25
Compensation expense recognized		25			26			25
Income tax benefit recognized		3			2			—

At December 31, 2024, $28 million of total unrecognized compensation cost was related to restricted stock for CMS Energy, including Consumers, and $26 million of total unrecognized compensation cost was related to restricted stock for Consumers. CMS Energy and Consumers expect to recognize this cost over a weighted-average period of two years.

12: Income Taxes

CMS Energy and its subsidiaries file a consolidated U.S. federal income tax return as well as a Michigan Corporate Income Tax return for the unitary business group and various other state unitary group combined income tax returns. Income taxes are allocated based on each company’s separate taxable income in accordance with the CMS Energy tax sharing agreement.

Presented in the following table is the difference between actual income tax expense on continuing operations and income tax expense computed by applying the statutory U.S. federal income tax rate:


In Millions, Except Tax Rate
Years Ended December 31	2024				2023	2022
CMS Energy, including Consumers
Income from continuing operations before income taxes		$	1,123				$	954		$	902

Income tax expense at statutory rate		236					200			189
Increase (decrease) in income taxes from:
State and local income taxes, net of federal effect1		60					31			51
Renewable energy tax credits		(72)					(58)			(51)
TCJA excess deferred taxes		(43)					(40)			(65)
Deferred tax adjustment2		(16)					—			—
Taxes attributable to noncontrolling interests		12					17			5
Accelerated flow-through of regulatory tax benefits3		—					—			(39)

Other, net		(1)					(3)			3
Income tax expense		$	176				$	147		$	93
Effective tax rate		15.7		%			15.4		%	10.3		%
Consumers
Income from continuing operations before income taxes		$	1,209				$	1,028		$	1,085

Income tax expense at statutory rate		254					216			228
Increase (decrease) in income taxes from:
State and local income taxes, net of federal effect1		59					36			59
Renewable energy tax credits		(54)					(46)			(46)
TCJA excess deferred taxes		(43)					(40)			(65)
Deferred tax adjustment2		(16)					—			—
Accelerated flow-through of regulatory tax benefits3		—					—			(39)

Other, net		—					(5)			3
Income tax expense		$	200				$	161		$	140
Effective tax rate		16.5		%			15.7		%	12.9		%

1CMS Energy initiated a plan to divest immaterial business activities in a non‑Michigan jurisdiction and will no longer have a taxable presence within that jurisdiction. As a result of these actions, during 2023, CMS Energy reversed a $13 million non‑Michigan reserve, all of which was recognized at Consumers.

2During 2024, Consumers recognized a $16 million tax benefit resulting from the expiration of the statute of limitations associated with audit points for the 2018 and 2019 tax years.

3In 2020, the MPSC authorized Consumers to accelerate the amortization of income tax benefits associated with the cost to remove gas plant assets. These tax benefits were fully amortized in 2022.

Renewable Energy Tax Credits: Under the Inflation Reduction Act of 2022, renewable energy tax credits produced after 2022 are eligible to be transferred to third parties. These sales are accounted for under ASC 740 with the discount from the sale of the tax credits included as a component of income tax expense. Renewable energy tax credits that have been generated and sold are presented as accounts receivable on CMS Energy’s and Consumers’ consolidated balance sheets until proceeds from the sale are received. Proceeds from the sale of tax credits are presented as operating activities on their consolidated statements of cash flows, consistent with the presentation of cash taxes paid.

During 2024, CMS Energy sold renewable energy tax credits generated in 2023 and received proceeds of $37 million, all of which was recognized at Consumers. CMS Energy also sold renewable energy tax credits generated in 2024, receiving proceeds of $59 million in 2024, of which $39 million was recognized at Consumers. CMS Energy will receive an additional $13 million in 2025, all of which will be recognized at Consumers.

Presented in the following table are the significant components of income tax expense on continuing operations:


In Millions
Years Ended December 31	2024			2023			2022
CMS Energy, including Consumers
Current income taxes
Federal		$	34		$	5		$	6
State and local		—			1			—
		$	34		$	6		$	6
Deferred income taxes
Federal		70			107			4
State and local		76			38			65
		$	146		$	145		$	69
Deferred income tax credit		(4)			(4)			18
Tax expense		$	176		$	147		$	93
Consumers
Current income taxes
Federal		$	78		$	3		$	(2)
State and local		7			2			8
		$	85		$	5		$	6
Deferred income taxes
Federal		51			117			50
State and local		68			43			66
		$	119		$	160		$	116
Deferred income tax credit		(4)			(4)			18
Tax expense		$	200		$	161		$	140

Presented in the following table are the principal components of deferred income tax assets (liabilities) recognized:


In Millions
December 31	2024			2023
CMS Energy, including Consumers
Deferred income tax assets
Tax loss and credit carryforwards		$	258		$	428
Net regulatory tax liability		307			305
Reserves and accruals		27			28
Total deferred income tax assets		$	592		$	761
Valuation allowance		(1)			(2)
Total deferred income tax assets, net of valuation allowance		$	591		$	759
Deferred income tax liabilities
Plant, property, and equipment		$	(2,682)		$	(2,520)
Employee benefits		(507)			(473)
Gas inventory		(38)			(66)
Securitized costs		(167)			(194)
Other		(122)			(121)
Total deferred income tax liabilities		$	(3,516)		$	(3,374)
Total net deferred income tax liabilities		$	(2,925)		$	(2,615)
Consumers
Deferred income tax assets
Net regulatory tax liability		$	307		$	305
Tax loss and credit carryforwards		37			175
Reserves and accruals		24			27


Total deferred income tax assets		$	368		$	507
Deferred income tax liabilities
Plant, property, and equipment		$	(2,658)		$	(2,498)
Employee benefits		(489)			(459)
Gas inventory		(38)			(66)
Securitized costs		(167)			(194)
Other		(69)			(79)
Total deferred income tax liabilities		$	(3,421)		$	(3,296)
Total net deferred income tax liabilities		$	(3,053)		$	(2,789)

Deferred tax assets and liabilities are recognized for the estimated future tax effect of temporary differences between the tax basis of assets or liabilities and the reported amounts on CMS Energy’s and Consumers’ consolidated financial statements.

Presented in the following table are the tax loss and credit carryforwards at December 31, 2024:


In Millions
	Tax Attribute	Expiration
CMS Energy, including Consumers

Michigan net operating loss carryforwards		$	38	2030 – 2033
Arkansas net operating loss carryforwards		2		2033 - 2034
Local net operating loss carryforwards		2		2025 – 2040
General business credits1		216		2038 – 2044



Total tax attributes		$	258
Consumers

Michigan net operating loss carryforwards		$	29	2030 – 2033

General business credits1		8		2038 – 2044


Total tax attributes		$	37

1General business credits comprise research and development tax credits and renewable energy tax credits that are not expected to be transferred to third parties.

CMS Energy has provided a valuation allowance of $1 million for the local tax loss carryforward. CMS Energy and Consumers expect to utilize fully their tax loss and credit carryforwards for which no valuation allowance has been provided. It is reasonably possible that further adjustments will be made to the valuation allowances within one year.

Presented in the following table is a reconciliation of the beginning and ending amount of uncertain tax benefits:


In Millions
Years Ended December 31	2024			2023			2022
CMS Energy, including Consumers
Balance at beginning of period		$	26		$	28		$	27
Additions for current-year tax positions		1			1			1
Additions for prior-year tax positions		2			—			1
Reductions for prior-year tax positions		—			—			(1)
Reductions for lapse of statute of limitations		(5)			(3)			—

Balance at end of period		$	24		$	26		$	28
Consumers
Balance at beginning of period		$	36		$	36		$	34
Additions for current-year tax positions		6			1			3
Additions for prior-year tax positions		1			2			1
Reductions for prior-year tax positions		—			—			(2)
Reductions for lapse of statute of limitations		(11)			(3)			—

Balance at end of period		$	32		$	36		$	36

If recognized, all of these uncertain tax benefits would affect CMS Energy’s and Consumers’ annual effective tax rates in future years. One uncertain tax benefit relates to the methodology of state apportionment for Consumers’ electricity sales to MISO. The Michigan Tax Tribunal heard oral arguments on this methodology during 2022. A final conclusion is not anticipated in the next 12 months.

CMS Energy and Consumers recognize accrued interest and penalties, where applicable, as part of income tax expense. CMS Energy, including Consumers, recognized immaterial interest and penalties for each of the years ended December 31, 2024, 2023, and 2022.

The amount of income taxes paid is subject to ongoing audits by federal, state, local, and foreign tax authorities, which can result in proposed assessments. CMS Energy’s federal income tax returns for 2021 and subsequent years remain subject to examination by the IRS. CMS Energy’s Michigan Corporate Income Tax returns for 2013‑2016 and 2020 and subsequent years remain subject to examination by the State of Michigan. CMS Energy’s and Consumers’ estimate of the potential outcome for any uncertain tax issue is highly judgmental. CMS Energy and Consumers believe that their accrued tax liabilities at December 31, 2024 were adequate for all years.

13: Earnings Per Share—CMS Energy

Presented in the following table are CMS Energy’s basic and diluted EPS computations based on income from continuing operations:


In Millions, Except Per Share Amounts

Years Ended December 31	2024	2023			2022
Income available to common stockholders
Income from continuing operations			$	947		$	807	$	809
Less loss attributable to noncontrolling interests			(56)			(79)		(24)
Less preferred stock dividends			10			10		10
Income from continuing operations available to common stockholders – basic and diluted			$	993		$	876	$	823
Average common shares outstanding
Weighted-average shares – basic			297.6			291.2		289.5
Add dilutive nonvested stock awards			0.7			0.5		0.3
Add dilutive forward equity sale contracts			—			—		0.2

Weighted-average shares – diluted			298.3			291.7		290.0
Income from continuing operations per average common share available to common stockholders
Basic			$	3.34		$	3.01	$	2.84
Diluted			3.33			3.01		2.84

Nonvested Stock Awards

CMS Energy’s nonvested stock awards are composed of participating and non‑participating securities. The participating securities accrue cash dividends when common stockholders receive dividends. Since the recipient is not required to return the dividends to CMS Energy if the recipient forfeits the award, the nonvested stock awards are considered participating securities. As such, the participating nonvested stock awards were included in the computation of basic EPS. The non‑participating securities accrue stock dividends that vest concurrently with the stock award. If the recipient forfeits the award, the stock dividends accrued on the non‑participating securities are also forfeited. Accordingly, the non‑participating awards and stock dividends were included in the computation of diluted EPS, but not in the computation of basic EPS.

Forward Equity Sale Contracts

CMS Energy has entered into forward equity sale contracts. These forward equity sale contracts are non-participating securities. While the forward sale price in the forward equity sale contract is decreased on certain dates by certain predetermined amounts to reflect expected dividend payments, these price adjustments were set upon inception of the agreement and the forward contract does not give the owner the right to participate in undistributed earnings. Accordingly, the forward equity sale contracts were included in the computation of diluted EPS, but not in the computation of basic EPS.

The potentially dilutive impact from these forward equity sale contracts is reflected in diluted EPS using the treasury stock method. There will be a dilutive effect on EPS when the average market price of common stock shares is above the applicable adjusted forward sale price. Additionally, any physical settlement or net share settlement of the agreements would dilute EPS. The forward equity sale contracts were anti-dilutive for the year ended December 31, 2024. For further details on the forward equity sale contracts, see Note 4, Financings and Capitalization.

Convertible Securities

In May 2023, CMS Energy issued convertible senior notes. Potentially dilutive common shares issuable upon conversion of the convertible senior notes are determined using the if-converted method for calculating diluted EPS. Upon conversion, the convertible senior notes are required to be paid in cash with only amounts exceeding the principal permitted to be settled in shares. The convertible senior notes were anti-dilutive for the year ended December 31, 2024.

14: Revenue

Presented in the following tables are the components of operating revenue:


In Millions
Year Ended December 31, 2024	Electric Utility			Gas Utility			NorthStar Clean Energy1			Consolidated
CMS Energy, including Consumers
Consumers utility revenue		$	4,995		$	2,114		$	—		$	7,109
Other		—			—			211			211
Revenue recognized from contracts with customers		$	4,995		$	2,114		$	211		$	7,320
Leasing income		—			—			105			105
Financing income		10			5			—			15
Consumers alternative-revenue programs		56			19			—			75

Total operating revenue – CMS Energy		$	5,061		$	2,138		$	316		$	7,515
Consumers
Consumers utility revenue
Residential		$	2,318		$	1,429					$	3,747
Commercial		1,674			440						2,114
Industrial		670			50						720
Other		333			195						528
Revenue recognized from contracts with customers		$	4,995		$	2,114					$	7,109

Financing income		10			5						15
Alternative-revenue programs		56			19						75

Other non-segment revenue		—			—						1
Total operating revenue – Consumers		$	5,061		$	2,138					$	7,200

1Amounts represent NorthStar Clean Energy’s operating revenue from independent power production and its sales of energy commodities.


In Millions
Year Ended December 31, 2023	Electric Utility			Gas Utility			NorthStar Clean Energy1			Consolidated
CMS Energy, including Consumers
Consumers utility revenue		$	4,686		$	2,394		$	—		$	7,080
Other		—			—			181			181
Revenue recognized from contracts with customers		$	4,686		$	2,394		$	181		$	7,261
Leasing income		—			—			116			116
Financing income		10			6			—			16
Consumers alternative-revenue programs		49			20			—			69

Total operating revenue – CMS Energy		$	4,745		$	2,420		$	297		$	7,462
Consumers
Consumers utility revenue
Residential		$	2,236		$	1,619					$	3,855
Commercial		1,550			489						2,039
Industrial		660			60						720
Other		240			226						466
Revenue recognized from contracts with customers		$	4,686		$	2,394					$	7,080

Financing income		10			6						16
Alternative-revenue programs		49			20						69

Other non-segment revenue		—			—						1
Total operating revenue – Consumers		$	4,745		$	2,420					$	7,166

1Amounts represent NorthStar Clean Energy’s operating revenue from independent power production and its sales of energy commodities.


In Millions
Year Ended December 31, 2022	Electric Utility			Gas Utility			NorthStar Clean Energy1			Consolidated
CMS Energy, including Consumers
Consumers utility revenue		$	5,395		$	2,720		$	—		$	8,115
Other		—			—			205			205
Revenue recognized from contracts with customers		$	5,395		$	2,720		$	205		$	8,320
Leasing income		—			—			240			240
Financing income		10			6			—			16
Consumers alternative-revenue programs		43			14			—			57
Consumers revenues to be refunded		(29)			(8)			—			(37)
Total operating revenue – CMS Energy		$	5,419		$	2,732		$	445		$	8,596
Consumers
Consumers utility revenue
Residential		$	2,523		$	1,879					$	4,402
Commercial		1,733			559						2,292
Industrial		792			75						867
Other		347			207						554
Revenue recognized from contracts with customers		$	5,395		$	2,720					$	8,115

Financing income		10			6						16
Alternative-revenue programs		43			14						57
Revenues to be refunded		(29)			(8)						(37)
Total operating revenue – Consumers		$	5,419		$	2,732					$	8,151

1Amounts represent NorthStar Clean Energy’s operating revenue from independent power production and its sales of energy commodities.

Electric and Gas Utilities

Consumers Utility Revenue: Consumers recognizes revenue primarily from the sale of electric and gas utility services at tariff-based rates regulated by the MPSC. Consumers’ customer base consists of a mix of residential, commercial, and diversified industrial customers. Consumers’ tariff-based sales performance obligations are described below.

Consumers has performance obligations for the service of standing ready to deliver electricity or natural gas to customers, and it satisfies these performance obligations over time. Consumers recognizes revenue at a fixed rate as it provides these services. These arrangements generally do not have fixed terms and remain in effect as long as the customer consumes the utility service. The rates are set by the MPSC through the rate-making process and represent the stand-alone selling price of Consumers’ service to stand ready to deliver.
Consumers has performance obligations for the service of delivering the commodity of electricity or natural gas to customers, and it satisfies these performance obligations upon delivery. Consumers recognizes revenue at a price per unit of electricity or natural gas delivered, based on the tariffs established by the MPSC. These arrangements generally do not have fixed terms and remain in effect as long as the customer consumes the utility service. The rates are set by the MPSC through the rate-making process and represent the stand-alone selling price of a bundled

product comprising the commodity, electricity or natural gas, and the service of delivering such commodity.

In some instances, Consumers has specific fixed-term contracts with large commercial and industrial customers to provide electricity or gas at certain tariff rates or to provide gas transportation services at contracted rates. The amount of electricity and gas to be delivered under these contracts and the associated future revenue to be received are generally dependent on the customers’ needs. Accordingly, Consumers recognizes revenues at the tariff or contracted rate as electricity or gas is delivered to the customer. Consumers also has other miscellaneous contracts with customers related to pole and other property rentals and utility contract work. Generally, these contracts are short term or evergreen in nature.

Accounts Receivable and Unbilled Revenues: Accounts receivable comprise trade receivables and unbilled receivables. CMS Energy and Consumers record their accounts receivable at cost less an allowance for uncollectible accounts. The allowance is increased for uncollectible accounts expense and decreased for account write-offs net of recoveries. CMS Energy and Consumers establish the allowance based on historical losses, management’s assessment of existing economic conditions, customer payment trends, and reasonable and supported forecast information. CMS Energy and Consumers assess late payment fees on trade receivables based on contractual past-due terms established with customers. Accounts are written off when deemed uncollectible, which is generally when they become six months past due.

CMS Energy and Consumers recorded uncollectible accounts expense of $33 million for the year ended December 31, 2024, $34 million for the year ended December 31, 2023, and $50 million for the year ended December 31, 2022. Uncollectible accounts expense for the year ended December 31, 2022 included a commitment to contribute $10 million to directly assist vulnerable customers with utility bills.

Consumers’ customers are billed monthly in cycles having billing dates that do not generally coincide with the end of a calendar month. This results in customers having received electricity or natural gas that they have not been billed for as of the month-end. Consumers estimates its unbilled revenues by applying an average billed rate to total unbilled deliveries for each customer class. Unbilled revenues, which are recorded as accounts receivable and accrued revenue on CMS Energy’s and Consumers’ consolidated balance sheets, were $584 million at December 31, 2024 and $494 million at December 31, 2023.

Alternative‑revenue Programs: Consumers accounts for its energy waste reduction incentive mechanism, financial compensation mechanism, and demand response incentive mechanism as alternative-revenue programs.

Consumers recognizes revenue related to the energy waste reduction incentive as soon as energy savings exceed the annual targets established by the MPSC. Revenue related to the financial compensation mechanism is recognized as payments are made on MPSC-approved PPAs. Under a demand response incentive mechanism, Consumers earns a financial incentive when it meets demand response targets set by the MPSC. Consumers recognizes revenue related to this program once demand response incentive objectives are complete, the incentive amount is calculable, and the incentive revenue will be collected within a 24‑month period. For additional information on these mechanisms, see Note 2, Regulatory Matters.

Consumers does not reclassify revenue from its alternative-revenue program to revenue from contracts with customers at the time the amounts are collected from customers.

Revenues to Be Refunded: In 2022, the MPSC issued an order authorizing Consumers to refund $22 million voluntarily to utility customers. Additionally, in the settlement of its 2022 electric rate case,

Consumers agreed to refund voluntarily $15 million of 2022 revenues to utility customers through a one‑time bill credit.

15: Other Income and Other Expense

Presented in the following table are the components of other income and other expense at CMS Energy and Consumers:


In Millions
Years Ended December 31	2024			2023			2022
CMS Energy, including Consumers
Other income

Gain on extinguishment of debt1		$	110		$	131	$	—
Interest income		50			37		5

Allowance for equity funds used during construction		29			7		6
Income from equity method investees		7			7		3

All other		11			13		5
Total other income – CMS Energy		$	207		$	195	$	19
Consumers
Other income

Interest income		$	42		$	25	$	2
Interest income – related parties		5			5		5
Allowance for equity funds used during construction		29			7		6

All other		9			12		4
Total other income – Consumers		$	85		$	49	$	17
CMS Energy, including Consumers
Other expense
Donations		$	(18)		$	(1)	$	(9)
Civic and political expenditures		(5)			(5)		(6)


All other		(9)			(7)		(12)
Total other expense – CMS Energy		$	(32)		$	(13)	$	(27)
Consumers
Other expense
Donations		$	(18)		$	(1)	$	(9)
Civic and political expenditures		(5)			(5)		(6)

All other		(7)			(6)		(10)
Total other expense – Consumers		$	(30)		$	(12)	$	(25)

1For information regarding the gain on extinguishment of debt, see Note 4, Financings and Capitalization—CMS Energy’s Purchase of Consumers’ First Mortgage Bonds.

16: Reportable Segments

Reportable segments consist of business units defined by the products and services they offer. CMS Energy’s and Consumers’ chief operating decision-maker is the CEO. The chief operating decision-maker evaluates segment performance and profitability using net income available to CMS Energy’s common stockholders. This metric provides a clear, consistent basis for analyzing the financial results of each segment and supports decision-making regarding the allocation of resources.

Resource allocation to CMS Energy’s and Consumers’ segments begins with the annual budgeting process, which establishes initial funding and resource levels for each segment. The budget incorporates key financial and operational inputs, including anticipated revenues, expenses, and capital requirements, aligning with CMS Energy’s and Consumers’ strategic objectives and regulatory obligations. The chief operating decision-maker reviews budget-to-actual variances on a monthly basis and makes interim decisions to reallocate resources among segments as needed, ensuring a timely and effective response to changing conditions. For the electric utility and gas utility segments, the chief operating decision-maker uses this assessment to determine whether the segments are achieving their regulatory authorized return on equity.

Accounting policies for CMS Energy’s and Consumers’ segments are as described in Note 1, Significant Accounting Policies. The consolidated financial statements reflect the assets, liabilities, revenues, and expenses of the individual segments when appropriate. Accounts are allocated among the segments when common accounts are attributable to more than one segment. The allocations are based on certain measures of business activities, such as revenue, labor dollars, customers, other operating and maintenance expense, construction expense, leased property, taxes, or functional surveys. For example, customer receivables are allocated based on revenue, and pension provisions are allocated based on labor dollars.

Inter-segment sales and transfers are accounted for at current market prices and are eliminated in consolidated net income available to common stockholders by segment. Inter-segment sales and transfers were immaterial for all periods presented.

CMS Energy

The segments reported for CMS Energy are:

electric utility, consisting of regulated activities associated with the generation, purchase, distribution, and sale of electricity in Michigan
gas utility, consisting of regulated activities associated with the purchase, transmission, storage, distribution, and sale of natural gas in Michigan
NorthStar Clean Energy, consisting of various subsidiaries engaging in domestic independent power production, including the development and operation of renewable generation, and the marketing of independent power production

CMS Energy presents corporate interest and other expenses, discontinued operations, and Consumers’ other consolidated entities within other reconciling items.

Consumers

The segments reported for Consumers are:

electric utility, consisting of regulated activities associated with the generation, purchase, distribution, and sale of electricity in Michigan
gas utility, consisting of regulated activities associated with the purchase, transmission, storage, distribution, and sale of natural gas in Michigan

Consumers’ other consolidated entities are presented within other reconciling items.

Presented in the following tables is financial information by segment:


In Millions
Year Ended December 31, 2024	Electric Utility			Gas Utility			NorthStar Clean Energy			Segments Total			Other Reconciling Items			Consolidated
CMS Energy, including Consumers
Operating revenue		$	5,061		$	2,138		$	316		$	7,515		$	—		$	7,515
Operating expenses
Power supply cost1		1,867			—			161			2,028			—			2,028
Cost of gas sold		—			637			3			640			—			640
Maintenance and other operating expenses		1,066			454			101			1,621			17			1,638
Depreciation and amortization		865			325			49			1,239			1			1,240
General taxes		281			188			12			481			1			482
Total operating expenses		4,079			1,604			326			6,009			19			6,028
Operating Income (Loss)		982			534			(10)			1,506			(19)			1,487
Other income2		126			86			14			226			118			344
Interest charges		324			192			4			520			188			708
Income (Loss) Before Income Taxes		784			428			—			1,212			(89)			1,123
Income tax expense (benefit)		102			99			(5)			196			(20)			176
Income (Loss) From Continuing Operations		682			329			5			1,016			(69)			947
Other segment items3		(1)			(1)			58			56			(10)			46
Net Income (Loss) Available to Common Stockholders		$	681		$	328		$	63		$	1,072		$	(79)		$	993
Property, plant, and equipment, gross		$	20,137	4	$	13,268	4	$	1,506		$	34,911		$	21		$	34,932
Investments in equity method investees		—			—			64			64			—			64
Total assets		20,710		4	13,247		4	1,893			35,850			70			35,920
Capital expenditures5		1,871		6	1,141		6	288			3,300			1			3,301

1Power supply costs comprise of fuel for electric generation, purchased and interchange power, and purchased power – related parties.

2Includes income from equity method investees of $7 million attributable to NorthStar Clean Energy. See Note 15, Other Income and Other Expense

3Other segment items comprise of loss attributable to noncontrolling interests and preferred stock dividends.

4Amounts include a portion of Consumers’ other common assets attributable to both the electric and gas utility businesses.

5Amounts include assets placed under finance lease.

6Amounts include a portion of Consumers’ capital expenditures for plant and equipment attributable to both the electric and gas utility businesses.


In Millions
Year Ended December 31, 2024	Electric Utility			Gas Utility			Segments Total			Other Reconciling Items			Consolidated
Consumers
Operating revenue		$	5,061		$	2,138		$	7,199		$	1		$	7,200
Operating expenses
Power supply cost1		1,867			—			1,867			—			1,867
Cost of gas sold		—			637			637			—			637
Maintenance and other operating expenses		1,066			454			1,520			—			1,520
Depreciation and amortization		865			325			1,190			1			1,191
General taxes		281			188			469			1			470
Total operating expenses		4,079			1,604			5,683			2			5,685
Operating Income (Loss)		982			534			1,516			(1)			1,515
Other income		126			86			212			—			212
Interest charges		324			192			516			2			518
Income (Loss) Before Income Taxes		784			428			1,212			(3)			1,209
Income tax expense (benefit)		102			99			201			(1)			200
Net Income (Loss)		682			329			1,011			(2)			1,009
Other segment items2		(1)			(1)			(2)			—			(2)
Net Income (Loss) Available to Common Stockholder		$	681		$	328		$	1,009		$	(2)		$	1,007
Property, plant, and equipment, gross		$	20,137	3	$	13,268	3	$	33,405		$	29		$	33,434
Total assets		20,767		3	13,289		3	34,056			32			34,088
Capital expenditures4		1,871		5	1,141		5	3,012			—			3,012

1Power supply costs comprise of fuel for electric generation, purchased and interchange power, and purchased power – related parties.

2Other segment items comprise of preferred stock dividends.

3Amounts include a portion of Consumers’ other common assets attributable to both the electric and gas utility businesses.

4Amounts include assets placed under finance lease.

5Amounts include a portion of Consumers’ capital expenditures for plant and equipment attributable to both the electric and gas utility businesses.


In Millions
Year Ended December 31, 2023	Electric Utility			Gas Utility			NorthStar Clean Energy			Segments Total			Other Reconciling Items			Consolidated
CMS Energy, including Consumers
Operating revenue		$	4,745		$	2,420		$	297		$	7,462		$	—		$	7,462
Operating expenses
Power supply cost1		1,841			—			170			2,011			—			2,011
Cost of gas sold		—			897			5			902			—			902
Maintenance and other operating expenses		1,075			511			88			1,674			13			1,687
Depreciation and amortization		797			338			43			1,178			2			1,180
General taxes		260			176			10			446			1			447
Total operating expenses		3,973			1,922			316			6,211			16			6,227
Operating Income (Loss)		772			498			(19)			1,251			(16)			1,235
Other income2		131			77			12			220			142			362
Interest charges		285			161			2			448			195			643
Income (Loss) Before Income Taxes		618			414			(9)			1,023			(69)			954
Income tax expense (benefit)		67			98			4			169			(22)			147
Income (Loss) From Continuing Operations		551			316			(13)			854			(47)			807
Other segment items3		(1)			(1)			80			78			(8)			70
Net Income (Loss) Available to Common Stockholders		$	550		$	315		$	67		$	932		$	(55)		$	877
Property, plant, and equipment, gross		$	19,302	4	$	12,383	4	$	1,420		$	33,105		$	30		$	33,135
Investments in equity method investees		—			—			74			74			—			74
Total assets		19,358		4	12,353		4	1,604			33,315			202			33,517
Capital expenditures5		2,081		6	1,041		6	156			$	3,278		2			3,280

1Power supply costs comprise of fuel for electric generation, purchased and interchange power, and purchased power – related parties.

2Includes income from equity method investees of $7 million attributable to NorthStar Clean Energy. See Note 15, Other Income and Other Expense.

3Other segment items comprise of income from discontinued operations, net of tax, loss attributable to noncontrolling interests, and preferred stock dividends.

4Amounts include a portion of Consumers’ other common assets attributable to both the electric and gas utility businesses.

5Amounts include assets placed under finance lease.

6Amounts include a portion of Consumers’ capital expenditures for plant and equipment attributable to both the electric and gas utility businesses.


In Millions
Year Ended December 31, 2023	Electric Utility			Gas Utility			Segments Total			Other Reconciling Items			Consolidated
Consumers
Operating revenue		$	4,745		$	2,420		$	7,165		$	1		$	7,166
Operating expenses
Power supply cost1		1,841			—			1,841			—			1,841
Cost of gas sold		—			897			897			—			897
Maintenance and other operating expenses		1,075			511			1,586			—			1,586
Depreciation and amortization		797			338			1,135			2			1,137
General taxes		260			176			436			1			437
Total operating expenses		3,973			1,922			5,895			3			5,898
Operating Income (Loss)		772			498			1,270			(2)			1,268
Other income		131			77			208			—			208
Interest charges		285			161			446			2			448
Income (Loss) Before Income Taxes		618			414			1,032			(4)			1,028
Income tax expense (benefit)		67			98			165			(4)			161
Net Income		551			316			867			—			867
Other segment items2		(1)			(1)			(2)			—			(2)
Net Income Available to Common Stockholder		$	550		$	315		$	865		$	—		$	865
Property, plant, and equipment, gross		$	19,302	3	$	12,383	3	$	31,685		$	38		$	31,723
Total assets		19,417		3	12,397		3	31,814			38			31,852
Capital expenditures4		2,081		5	1,041		5	3,122			23			3,145

1Power supply costs comprise of fuel for electric generation, purchased and interchange power, and purchased power – related parties.

2Other segment items comprise of preferred stock dividends.

3Amounts include a portion of Consumers’ other common assets attributable to both the electric and gas utility businesses.

4Amounts include assets placed under finance lease.

5Amounts include a portion of Consumers’ capital expenditures for plant and equipment attributable to both the electric and gas utility businesses.


In Millions
Year Ended December 31, 2022	Electric Utility			Gas Utility			NorthStar Clean Energy			Segments Total			Other Reconciling Items			Consolidated
CMS Energy, including Consumers
Operating revenue		$	5,419		$	2,732		$	445		$	8,596		$	—		$	8,596
Operating expenses
Power supply cost1		2,605			—			304			2,909			—			2,909
Cost of gas sold		—			1,243			13			1,256			—			1,256
Maintenance and other operating expenses		1,028			554			76			1,658			11			1,669
Depreciation and amortization		757			330			38			1,125			1			1,126
General taxes		240			159			12			411			1			412
Total operating expenses		4,630			2,286			443			7,359			13			7,372
Operating Income (Loss)		789			446			2			1,237			(13)			1,224
Other income (expense)2		106			81			12			199			(2)			197
Interest charges		218			116			3			337			182			519
Income (Loss) Before Income Taxes		677			411			11			1,099			(197)			902
Income tax expense (benefit)		109			32			3			144			(51)			93
Income (Loss) From Continuing Operations		568			379			8			955			(146)			809
Other segment items3		(1)			(1)			26			24			(6)			18
Net Income (Loss) Available to Common Stockholders		$	567		$	378		$	34		$	979		$	(152)		$	827

1Power supply costs comprise of fuel for electric generation, purchased and interchange power, and purchased power – related parties.

2Includes income from equity method investees of $3 million attributable to NorthStar Clean Energy. See Note 15, Other Income and Other Expense.

3Other segment items comprise of income from discontinued operations, net of tax, loss attributable to noncontrolling interests, and preferred stock dividends.


In Millions
Year Ended December 31, 2022	Electric Utility			Gas Utility			Segments Total			Other Reconciling Items			Consolidated
Consumers
Operating revenue		$	5,419		$	2,732		$	8,151		$	—		$	8,151
Operating expenses
Power supply cost1		2,605			—			2,605			—			2,605
Cost of gas sold		—			1,243			1,243			—			1,243
Maintenance and other operating expenses		1,028			554			1,582			—			1,582
Depreciation and amortization		757			330			1,087			1			1,088
General taxes		240			159			399			1			400
Total operating expenses		4,630			2,286			6,916			2			6,918
Operating Income (Loss)		789			446			1,235			(2)			1,233
Other income		106			81			187			—			187
Interest charges		218			116			334			1			335
Income (Loss) Before Income Taxes		677			411			1,088			(3)			1,085
Income tax expense (benefit)		109			32			141			(1)			140
Net Income (Loss)		568			379			947			(2)			945
Other segment items2		(1)			(1)			(2)			—			(2)
Net Income (Loss) Available to Common Stockholder		$	567		$	378		$	945		$	(2)		$	943

1Power supply costs comprise of fuel for electric generation, purchased and interchange power, and purchased power – related parties.

2Other segment items comprise of preferred stock dividends.

17: Related-party Transactions—Consumers

Consumers enters into a number of transactions with related parties in the normal course of business. These transactions include but are not limited to:

purchases of electricity from affiliates of NorthStar Clean Energy
payments to and from CMS Energy related to parent company overhead costs
payments of principal and interest when due to CMS Energy related to borrowings under certain credit agreements and CMS Energy’s repurchase of Consumers’ first mortgage bonds

Transactions involving power supply purchases from certain affiliates of NorthStar Clean Energy are based on avoided costs under PURPA, state law, and competitive bidding. The payment of parent company overhead costs is based on the use of accepted industry allocation methodologies. These payments are for costs that occur in the normal course of business.

Presented in the following table is Consumers’ expense recorded from related-party transactions for the years ended December 31:


In Millions
Description	Related Party	2024			2023			2022
Purchases of capacity and energy	Affiliates of NorthStar Clean Energy		$	71		$	75		$	76

Amounts payable to related parties for purchased power and other services were $20 million at December 31, 2024 and $19 million at December 31, 2023. Accounts receivable from related parties were $15 million at December 31, 2024 and $9 million at December 31, 2023.

CMS Energy has a demand note payable to the DB SERP rabbi trust. The demand note bears interest at an annual rate of 4.10 percent and has a maturity date of 2028. The portion of the demand note attributable to Consumers was recorded as a note receivable – related party on Consumers’ consolidated balance sheets at December 31, 2024 and 2023. For more information about Consumers’ note receivable – related party, see Note 6, Financial Instruments.

Consumers has a natural gas transportation agreement with a subsidiary of CMS Energy that extends through 2038, related to a pipeline owned by Consumers. For additional details about the agreement, see Note 8, Leases.

CMS Energy has repurchased certain of Consumers’ first mortgage bonds. Interest payable to related parties was $7 million at December 31, 2024 and $3 million at December 31, 2023. For more information about these repurchases, see Note 4, Financings and Capitalization—CMS Energy’s Purchase of Consumers’ First Mortgage Bonds.

In December 2024, Consumers renewed a short-term credit agreement with CMS Energy, permitting Consumers to borrow up to $500 million. For additional details about the agreement, see Note 4, Financings and Capitalization—Short-term Borrowings.

18: Variable Interest Entities

Consolidated VIEs: NorthStar Clean Energy consolidates certain entities that it does not wholly own, but for which it manages and controls the entities’ operating activities. NorthStar Clean Energy is the primary beneficiary of these entities because it has the power to direct the activities that most significantly impact the economic performance of the companies, as well as the obligation to absorb losses or the right to receive benefits from the companies. Presented in the following table is information about the VIEs NorthStar Clean Energy consolidates:


Consolidated VIE	NorthStar Clean Energy’s ownership interest	Description of VIE
Aviator Wind Equity Holdings	51‑percent ownership interest1	Holds a Class B membership interest in Aviator Wind
Aviator Wind	Class B membership interest2	Holding company of a 525‑MW wind generation project in Coke County, Texas
Newport Solar Holdings	Class B membership interest2	Holding company of a 180‑MW solar generation project in Jackson County, Arkansas
NWO Holdco	Class B membership interest2	Holding company of a 100‑MW wind generation project in Paulding County, Ohio

1The remaining 49‑percent interest is presented as noncontrolling interest on CMS Energy’s consolidated balance sheets.

2The Class A membership interest in the entity is held by a tax equity investor and is presented as noncontrolling interest on CMS Energy’s consolidated balance sheets. Under the associated limited liability company agreement, the tax equity investor is guaranteed preferred returns from the entity.

Earnings, tax attributes, and cash flows generated by the entities in which NorthStar Clean Energy holds a Class B membership are allocated among and distributed to the membership classes in accordance with the ratios specified in the associated limited liability company agreements; these ratios change over time and are not representative of the ownership interest percentages of each membership class. Since these entities’ income and cash flows are not distributed among their investors based on ownership interest percentages, NorthStar Clean Energy allocates the entities’ income (loss) among the investors by applying the hypothetical liquidation at book value method. This method calculates each investor’s earnings based on a hypothetical liquidation of the entities at the net book value of underlying assets as of the balance sheet date. The liquidation tax gain (loss) is allocated to each investor’s capital account, resulting in income (loss) equal to the period change in the investor’s capital account balance.

Presented in the following table are the carrying values of the VIEs’ assets and liabilities included on CMS Energy’s consolidated balance sheets:


In Millions
December 31	2024			2023
Current
Cash and cash equivalents		$	18		$	28

Accounts receivable		4			3
Prepayments and other current assets		3			4
Non-current
Plant, property, and equipment, net		1,024			1,064

Other non-current assets		3			3
Total assets1		$	1,052		$	1,102
Current


Accounts payable		$	8		$	12

Non-current
Non-current portion of finance leases		23			23
Asset retirement obligations		33			32

Total liabilities		$	64		$	67

1Assets may be used only to meet VIEs’ obligations and commitments.

NorthStar Clean Energy is obligated under certain indemnities that protect the tax equity investors against losses incurred as a result of breaches of representations and warranties under the associated limited liability company agreements. For additional details on these indemnity obligations, see Note 3, Contingencies and Commitments—Guarantees.

Consumers’ wholly-owned subsidiaries, Consumers 2014 Securitization Funding and Consumers 2023 Securitization Funding, are VIEs designed to collateralize Consumers’ securitization bonds. These entities are considered VIEs primarily because their equity capitalization is insufficient to support their operations. Consumers is the primary beneficiary of and consolidates these VIEs, as it has the power to direct the activities that most significantly impact the economic performance of the companies, as well as the obligation to absorb losses or the right to receive benefits from the companies. The VIEs’ primary assets and liabilities comprise regulatory assets and long-term debt. For more information on these assets and liabilities, see Note 2, Regulatory Matters—Securitized Costs and Note 4, Financings and Capitalization—Securitization Bonds.

Non-consolidated VIEs: NorthStar Clean Energy has variable interests in T.E.S. Filer City, Grayling, Genesee, and Craven. While NorthStar Clean Energy owns 50 percent of each partnership, it is not the primary beneficiary of any of these partnerships because decision making is shared among unrelated parties, and no one party has the ability to direct the activities that most significantly impact the entities’ economic performance, such as operations and maintenance, plant dispatch, and fuel strategy. The partners must agree on all major decisions for each of the partnerships.

Presented in the following table is information about these partnerships:


Name	Nature of the Entity	Nature of NorthStar Clean Energy’s Involvement
T.E.S. Filer City	Coal-fueled power generator	Long-term PPA between partnership and Consumers
Employee assignment agreement

Grayling	Wood waste-fueled power generator	Long-term PPA between partnership and Consumers
Reduced dispatch agreement with Consumers1
Operating and management contract

Genesee	Wood waste-fueled power generator	Long-term PPA between partnership and Consumers
Reduced dispatch agreement with Consumers1
Operating and management contract

Craven	Wood waste-fueled power generator	Operating and management contract

1Reduced dispatch agreements allow the facilities to be dispatched based on the market price of power compared with the cost of production of the plants. This results in fuel cost savings that each partnership shares with Consumers’ customers.

The creditors of these partnerships do not have recourse to the general credit of CMS Energy, NorthStar Clean Energy, or Consumers. NorthStar Clean Energy’s maximum risk exposure to these partnerships is generally limited to its investment in the partnerships, which is included in investments on CMS Energy’s consolidated balance sheets in the amount of $64 million at December 31, 2024 and $74 million at December 31, 2023.

19: Exit Activities and Asset Sales

Retention Incentive Program: In accordance with its Clean Energy Plan, Consumers plans to retire the J.H. Campbell coal-fueled generating units in 2025. In order to ensure necessary staffing at J.H. Campbell through retirement, Consumers has implemented a retention incentive program. The aggregate cost of the J.H. Campbell program through 2025 is estimated to be less than $50 million. The MPSC has approved deferred accounting treatment for these costs; these expenses are deferred as a regulatory asset.

As of December 31, 2024, the cumulative cost incurred and deferred as a regulatory asset related to the J.H. Campbell retention incentive program was $43 million. Amounts deferred under the program are subsequently collected from customers over three years.

Presented in the following table is a reconciliation of the retention benefit liability recorded in other liabilities on Consumers’ consolidated balance sheets:


In Millions
Year Ended December 31	2024	2023			1
Retention benefit liability at beginning of period			$	16		$	21

Costs deferred as a regulatory asset			8			16

Costs paid or settled			(10)			(21)
Retention benefit liability at the end of the period2			$	14		$	16

1Includes amounts associated with a retention incentive program at the D.E. Karn coal-fueled generating units; this program concluded following the units’ retirement in June 2023.

2Includes current portion of other liabilities of $14 million at December 31, 2024 and $7 million at December 31, 2023.

Sale of ASP Business: In April 2024, Consumers sold its unregulated ASP business to a non-affiliated company. Consumers received proceeds of $124 million from the transaction, which resulted in a $110 million gain on the transaction. In its order approving the settlement of Consumers’ 2023 gas rate case, the MPSC authorized sharing the gain, net of transaction costs, with customers. Accordingly, Consumers recorded the gain on the transaction as a regulatory liability on its consolidated balance sheets. For additional information, see Note 2, Regulatory Matters.

In conjunction with the sale, Consumers executed a long-term services agreement, under which it will continue to provide certain services associated with the ASP business for a fee, including billing, collection, and call center services.

Other Sale Activity: In December 2024, NorthStar Clean Energy entered into an agreement to sell, for approximately $40 million, a noncontrolling interest in the holding company of a 100‑MW wind project located in Paulding County, Ohio. Additionally, in January 2025, NorthStar Clean Energy signed an agreement to sell, for approximately $10 million, a noncontrolling interest in the holding company of a 24‑MW solar project located in Delta Township, Michigan and all interest in the holding company of a 3‑MW solar project located in Phillips, Wisconsin. These sales are expected to close in the first half of 2025.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of CMS Energy Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of CMS Energy Corporation and its subsidiaries (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of income, of comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and financial statement schedules listed in the index appearing under Item 15 (collectively referred to as the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accounting for the Effects of New Regulatory Matters

As described in Note 2 to the consolidated financial statements, the Company is a utility and must apply regulatory accounting when its rates are designed to recover specific costs of providing regulated services. Under regulatory accounting, the Company records regulatory assets or liabilities for certain transactions that would have been treated as expense or revenue by a non‑regulated business. As of December 31, 2024, the Company has recognized a total of $3,798 million of regulatory assets, $4,178 million of regulatory liabilities, and $38 million of accrued rate refunds. As described by management, there are multiple participants to rate case proceedings who often challenge various aspects of those proceedings, including the prudence of the Company’s policies and practices. These participants often seek cost disallowances and other relief and have appealed significant decisions reached by the regulators. The recovery of regulatory assets and the settlement of regulatory liabilities are contingent upon the outcomes of rate cases and regulatory proceedings. The principal considerations for our determination that performing procedures relating to accounting for the effects of new regulatory matters is a critical audit matter are (i) the high degree of auditor judgment and subjectivity applied to evaluate management’s assessment of the potential outcomes and related accounting impacts associated with pending rate case proceedings; (ii) in some cases, the significant audit effort necessary to assess contrary evidence from various parties involved in rate case proceedings; and (iii) the significant audit effort necessary to evaluate audit evidence related to the recovery of regulatory assets and the settlement of regulatory liabilities. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s assessment of

regulatory proceedings, including the probability of recovering incurred costs and the related accounting and disclosure impacts. These procedures also included, among others, (i) evaluating the Company’s correspondence with regulators; (ii) evaluating the reasonableness of management’s assessment regarding whether recovery of regulatory assets and settlement of regulatory liabilities is probable; (iii) evaluating the sufficiency of the disclosures in the consolidated financial statements; and (iv) testing, on a sample basis, the regulatory assets and liabilities, including those subject to pending rate cases and regulatory proceedings, based on (a) provisions and formulas outlined in rate orders; (b) other regulatory correspondence; and (c) application of relevant regulatory precedents.

/s/ PricewaterhouseCoopers LLP

Detroit, Michigan

February 11, 2025

We have served as the Company’s auditor since 2007.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholder of Consumers Energy Company

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Consumers Energy Company and its subsidiaries (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of income, of comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and financial statement schedule listed in the index appearing under Item 15 (collectively referred to as the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Basis for Opinions

Definition and Limitations of Internal Control over Financial Reporting

Critical Audit Matters

Accounting for the Effects of New Regulatory Matters

/s/ PricewaterhouseCoopers LLP

Detroit, Michigan

February 11, 2025

We have served as the Company’s auditor since 2007.

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