Item 15. Exhibits and Financial Statement Schedules

49K characters. Original on sec.gov · Markdown

Item 15. Exhibits and Financial Statement Schedules

The following financial statements are filed as part of this report under Item 8. Financial Statements and Supplementary Data:

  • Consolidated Statements of Income of CMS Energy for the years ended December 31, 2025, 2024, and 2023

  • Consolidated Statements of Comprehensive Income of CMS Energy for the years ended December 31, 2025, 2024, and 2023

  • Consolidated Statements of Cash Flows of CMS Energy for the years ended December 31, 2025, 2024, and 2023

  • Consolidated Balance Sheets of CMS Energy at December 31, 2025 and 2024

  • Consolidated Statements of Changes in Equity of CMS Energy for the years ended December 31, 2025, 2024, and 2023

  • Consolidated Statements of Income of Consumers for the years ended December 31, 2025, 2024, and 2023

  • Consolidated Statements of Comprehensive Income of Consumers for the years ended December 31, 2025, 2024, and 2023

  • Consolidated Statements of Cash Flows of Consumers for the years ended December 31, 2025, 2024, and 2023

  • Consolidated Balance Sheets of Consumers at December 31, 2025 and 2024

  • Consolidated Statements of Changes in Equity of Consumers for the years ended December 31, 2025, 2024, and 2023

  • Notes to the Consolidated Financial Statements

  • Report of Independent Registered Public Accounting Firm for CMS Energy

  • Report of Independent Registered Public Accounting Firm for Consumers

The following financial statement schedules are included below:

  • Schedule I — Condensed Financial Information of Registrant, CMS Energy—Parent Company at December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024, and 2023

  • Schedule II — Valuation and Qualifying Accounts and Reserves of CMS Energy for the years ended December 31, 2025, 2024, and 2023

  • Schedule II — Valuation and Qualifying Accounts and Reserves of Consumers for the years ended December 31, 2025, 2024, and 2023

Schedule I — Condensed Financial Information of Registrant

CMS Energy—Parent Company

Condensed Statements of Income

In Millions
Years Ended December 31202520242023
Operating Expenses
Other operating expenses$9$10$10
Total operating expenses91010
Operating Loss(9)(10)(10)
Other Income (Expense)
Equity earnings of subsidiaries1,1891,061929
Nonoperating retirement benefits, net(1)(1)(1)
Other income694531
Other expense(2)——
Total other income1,2551,105959
Interest Charges
Interest on long-term debt266205201
Intercompany interest expense and other101010
Total interest charges276215211
Income Before Income Taxes970880738
Income Tax Benefit(39)(19)(20)
Net Income Attributable to CMS Energy1,009899758
Preferred Stock Dividends101010
Net Income Available to Common Stockholders$999$889$748

The accompanying notes are an integral part of these statements.

Schedule I — Condensed Financial Information of Registrant (Continued)

CMS Energy—Parent Company

Condensed Statements of Cash Flows

In Millions
Years Ended December 31202520242023
Cash Flows from Operating Activities
Net cash provided by operating activities$817$774$595
Cash Flows from Investing Activities
Capital expenditures(1)(1)—
Investment in subsidiaries(1,062)(535)(630)
Investment in debt securities – intercompany(109)(288)(293)
Decrease (increase) in notes receivable – intercompany(309)2155
Proceeds from DB SERP investments3——
Net cash used in investing activities(1,478)(803)(868)
Cash Flows from Financing Activities
Proceeds from issuance of debt2,110490800
Issuance of common stock525286192
Retirement of long-term debt(850)(250)—
Payment of dividends on common and preferred stock(663)(626)(579)
Debt issuance costs and financing fees(39)(10)(20)
Change in notes payable – intercompany3(6)(7)
Net cash provided by (used in) financing activities1,086(116)386
Net Increase (Decrease) in Cash and Cash Equivalents, Including Restricted Amounts425(145)113
Cash and Cash Equivalents, Including Restricted Amounts, Beginning of Period414936
Cash and Cash Equivalents, Including Restricted Amounts, End of Period$429$4$149

The accompanying notes are an integral part of these statements.

Schedule I — Condensed Financial Information of Registrant (Continued)

CMS Energy—Parent Company

Condensed Balance Sheets

ASSETS
In Millions
December 3120252024
Current Assets
Cash and cash equivalents$429$4
Notes and accrued interest receivable – intercompany35040
Accounts receivable – intercompany and related parties88
Prepayments and other current assets11
Total current assets78853
Other Non‑current Assets
Property, plant, and equipment11
Deferred income taxes105150
Investments in subsidiaries13,72412,400
Investment in debt securities – intercompany710591
Other investments89
Other2321
Total other non‑current assets14,57113,172
Total Assets$15,359$13,225
LIABILITIES AND EQUITY
In Millions
December 3120252024
Current Liabilities
Current portion of long-term debt$300$740
Accounts and notes payable – intercompany8974
Accrued interest, including intercompany4334
Accrued taxes4116
Other current liabilities86
Total current liabilities481870
Non‑current Liabilities
Long-term debt5,9064,226
Notes payable – intercompany96100
Postretirement benefits1314
Other non‑current liabilities1417
Total non‑current liabilities6,0294,357
Equity
Common stock33
Other stockholders’ equity8,6227,771
Total common stockholders’ equity8,6257,774
Preferred stock224224
Total equity8,8497,998
Total Liabilities and Equity$15,359$13,225

The accompanying notes are an integral part of these statements.

Schedule I — Condensed Financial Information of Registrant (Continued)

CMS Energy—Parent Company

Notes to the Condensed Financial Statements

1: Basis of Presentation

CMS Energy’s condensed financial statements have been prepared on a parent-only basis. In accordance with Rule 12‑04 of Regulation S‑X, these parent-only financial statements do not include all of the information and notes required by GAAP for annual financial statements, and therefore these parent-only financial statements and other information included should be read in conjunction with CMS Energy’s audited consolidated financial statements contained within Item 8. Financial Statements and Supplementary Data.

2: Guarantees

CMS Energy has issued guarantees with a maximum potential obligation of $1.3 billion on behalf of some of its wholly owned subsidiaries and related parties. CMS Energy’s maximum potential obligation consists primarily of potential payments:

  • to third parties under certain commodity purchase and sales agreements entered into by CMS ERM and other subsidiaries of NorthStar Clean Energy

  • to tax equity investors that hold membership interests in certain VIEs held by NorthStar Clean Energy

  • to EGLE on behalf of CMS Land and CMS Capital, for environmental remediation obligations at Bay Harbor

  • to the DOE on behalf of Consumers, in connection with Consumers’ 2011 settlement agreement with the DOE regarding damages resulting from the department’s failure to accept spent nuclear fuel from nuclear power plants formerly owned by Consumers

The expiration dates of these guarantees vary, depending upon contractual provisions or upon the statute of limitations under the relevant governing law.

Schedule II — Valuation and Qualifying Accounts and Reserves

CMS Energy Corporation

Years Ended December 31, 2025, 2024, and 2023

In Millions
DescriptionBalance at Beginning of PeriodCharged to ExpenseCharged to Other AccountsDeductionsBalance at End of Period
Allowance for uncollectible accounts1
2025$23$40$—$36$27
20242133—3123
20232734—4021
Deferred tax valuation allowance
2025$1$1$—$—$2
20242——11
20232———2

1Deductions represent write-offs of uncollectible accounts, net of recoveries.

Consumers Energy Company

Years Ended December 31, 2025, 2024, and 2023

In Millions
DescriptionBalance at Beginning of PeriodCharged to ExpenseCharged to Other AccountsDeductionsBalance at End of Period
Allowance for uncollectible accounts1
2025$23$40$—$36$27
20242133—3123
20232734—4021

1Deductions represent write-offs of uncollectible accounts, net of recoveries.

(This page intentionally left blank)

Exhibit Index

The agreements included as exhibits to this Form 10‑K filing are included solely to provide information regarding the terms of the agreements and are not intended to provide any other factual or disclosure information about CMS Energy, Consumers, or other parties to the agreements. The agreements may contain representations and warranties made by each of the parties to each of the agreements that were made exclusively for the benefit of the parties involved in each of the agreements and should not be treated as statements of fact. The representations and warranties were made as a way to allocate risk if one or more of those statements prove to be incorrect. The statements were qualified by disclosures of the parties to each of the agreements that may not be reflected in each of the agreements. The agreements may apply standards of materiality that are different than standards applied to other investors. Additionally, the statements were made as of the date of the agreements or as specified in the agreements and have not been updated. The representations and warranties may not describe the actual state of affairs of the parties to each agreement.

Additional information about CMS Energy and Consumers may be found in this filing, at www.cmsenergy.com, at www.consumersenergy.com, and through the SEC’s website at www.sec.gov.

Previously Filed
ExhibitsWith File NumberAs Exhibit NumberDescription
3.111-95133.1—Restated Articles of Incorporation of CMS Energy, effective June 1, 2004, as amended from time to time (Form 10‑Q for the quarterly period ended June 30, 2024)
3.211-95133.2—CMS Energy Bylaws, amended and restated effective February 8, 2016 (Form 8‑K filed February 8, 2016)
3.31-56113(c)—Restated Articles of Incorporation of Consumers effective June 7, 2000 (Form 10‑K for the fiscal year ended December 31, 2000)
3.41-56113.2—Consumers Bylaws, amended and restated as of January 24, 2013 (Form 8-K filed January 29, 2013)
4.12-65973(b)(1)–4—Indenture dated as of September 1, 1945 between Consumers and Chemical Bank (successor to Manufacturers Hanover Trust Company), as Trustee, including therein indentures supplemental thereto through the Forty-third Supplemental Indenture dated as of May 1, 1979 (Form S-16 filed November 13, 1979)
Indentures Supplemental thereto:
4.1.a1-56114.2—104th dated as of 8/11/05 (Form 8-K filed August 11, 2005)
4.1.b1-56114.1—112th dated as of 9/1/10 (Form 8-K filed September 7, 2010)
4.1.c1-56114.1—113th dated as of 10/15/10 (Form 8-K filed October 20, 2010)
4.1.d1-56114.1—114th dated as of 3/31/11 (Form 8-K filed April 6, 2011)
4.1.e1-56114.1—120th dated as of 12/17/12 (Form 8-K filed December 20, 2012)
4.1.f1-56114.1—121st dated as of 5/17/13 (Form 8-K filed May 17, 2013)
4.1.g1-56114.1—123rd dated as of 12/20/13 (Form 8-K filed December 27, 2013)
4.1.h1-56114.1—124th dated as of 8/18/2014 (Form 8-K filed August 18, 2014)
4.1.i1-56114.1—125th dated as of 11/6/2015 (Form 8-K filed November 6, 2015)
4.1.j1-56114.1—127th dated as of 8/10/16 (Form 8-K filed August 10, 2016)
Previously Filed
ExhibitsWith File NumberAs Exhibit NumberDescription
4.1.k1-56114.1—128th dated as of 2/22/17 (Form 8-K filed February 22, 2017)
4.1.l1-56114.1—129th dated as of 9/28/17 (Form 8-K filed September 28, 2017)
4.1.m1-56114.1—130th dated as of 11/15/17 (Form 8-K filed November 15, 2017)
4.1.n1-56114.1—131st dated as of 5/14/18 (Form 8‑K filed May 14, 2018)
4.1.o1-56114.1—132nd dated as of 6/5/18 (Form 8‑K filed June 5, 2018)
4.1.p1-56114.1—133rd dated as of 10/1/18 (Form 8-K filed October 1, 2018)
4.1.q1-56114.1—134th dated as of 11/13/18 (Form 8-K filed November 13, 2018)
4.1.r1-56114.1—135th dated as of 5/28/19 (Form 8-K filed May 28, 2019)
4.1.s1-56114.1—136th dated as of 9/3/19 (Form 8-K filed September 3, 2019)
4.1.t1-56114.1—137th dated as of 9/19/19 (Form 8-K filed September 19, 2019)
4.1.u1-56114.3—138th dated as of 10/1/19 (Form 10-Q for the quarterly period ended September 30, 2019)
4.1.v1-56114.1—139th dated as of 3/26/20 (Form 8-K filed March 26, 2020)
4.1.w1-56114.1—140th dated as of 5/13/20 (Form 8-K filed May 13, 2020)
4.1.x1-56114.1—141st dated as of 5/20/20 (Form 8-K filed May 20, 2020)
4.1.y1-56114.1—142nd dated as of 10/7/20 (Form 8-K filed October 7, 2020)
4.1.z1-56114.1—144th dated as of 8/12/21 (Form 8-K filed August 12, 2021)
4.1.aa1-56114.1—145th dated as of 8/11/22 (Form 8-K filed August 11, 2022)
4.1.bb1-56114.1—146th dated as of 12/14/22 (Form 8-K filed December 15, 2022)
4.1.cc1-56114.1—147th dated as of 1/10/23 (Form 8-K filed January 10, 2023)
4.1.dd1-56114.1—148th dated as of 2/23/23 (Form 8-K filed February 23, 2023)
4.1.ee1-56114.1—149th dated as of 5/30/23 (Form 8-K filed May 30, 2023)
4.1.ff1-56114.1—150th dated as of 8/4/23 (Form 8-K filed August 4, 2023)
4.1.gg1-56114.1—151st dated as of 1/9/24 (Form 8-K filed January 9, 2024)
4.1.hh1-56114.1—152nd dated as of 8/5/24 (Form 8-K filed August 5, 2024)
4.1.ii1-56114.1—153rd dated as of 5/2/25 (Form 8-K filed May 2, 2025)
4.1.jj1-56114.1—154th dated as of 11/21/25 (Form 8-K filed November 21, 2025)
4.1.kk—155th dated as of 11/28/2025
4.21-5611(4)(b)—Indenture dated as of January 1, 1996 between Consumers and The Bank of New York Mellon, as Trustee (Form 10-K for the fiscal year ended December 31, 1995)
4.31-5611(4)(c)—Indenture dated as of February 1, 1998 between Consumers and The Bank of New York Mellon (formerly The Chase Manhattan Bank), as Trustee (Form 10-K for the fiscal year ended December 31, 1997)
4.4133-47629(4)(a)—Indenture dated as of September 15, 1992 between CMS Energy and NBD Bank, as Trustee (Form S-3 filed May 1, 1992)
Indentures Supplemental thereto:
4.4.a11-95134.1—29th dated as of 3/22/13 (Form 8-K filed March 22, 2013)
4.4.b11-95134.2—31st dated as of 2/27/14 (Form 8-K filed February 27, 2014)
Previously Filed
ExhibitsWith File NumberAs Exhibit NumberDescription
4.4.c11-95134.1—33rd dated as of 5/5/16 (Form 8-K filed May 5, 2016)
4.4.d11-95134.1—34th dated as of 11/3/16 (Form 8-K filed November 3, 2016)
4.4.e11-95134.1—35th dated as of 2/13/17 (Form 8-K filed February 13, 2017)
4.511-9513(4a)—Indenture dated as of June 1, 1997 between CMS Energy and The Bank of New York Mellon, as Trustee (Form 8-K filed July 1, 1997)
Indentures Supplemental thereto:
4.5.a11-95134.5.a—5th dated as of 2/13/18 (Form 10-K for the fiscal year ended December 31, 2017)
4.5.b11-95134.1—6th dated as of 3/8/18 (Form 8-K filed March 8, 2018)
4.5.c11-95134.1—7th dated as of 9/26/18 (Form 8-K filed September 26, 2018)
4.5.d11-95134.1—8th dated as of 2/20/19 (Form 8-K filed February 20, 2019)
4.5.e11-95134.1—9th dated as of 5/28/20 (Form 8-K filed May 28, 2020)
4.5.f11-95134.1—10th dated as of 11/25/20 (Form 8-K filed November 25, 2020)
4.5.g11-95134.1—11th dated as of 2/21/25 (Form 8-K filed February 21, 2025)
4.611-95134.1—Indenture dated as of May 5, 2023 between CMS Energy and The Bank of New York Mellon, as Trustee (Form 8-K filed May 5, 2023)
4.711-95134.1—Indenture dated as of November 6, 2025 between CMS Energy and The Bank of New York Mellon, as Trustee (Form 8-K filed November 6, 2025)
4.811-95134.6—Description of CMS Energy Securities (Form 10-K for the fiscal year ended December 31, 2021)
4.91-56114.7—Description of Consumers Securities (Form 10-K for the fiscal year ended December 31, 2019)
4.1011-95134.2—Deposit Agreement, dated as of July 1, 2021, among CMS Energy, Equiniti Trust Company, and the holders from time to time of the depositary receipts described therein, including Form of Depositary Receipt (Form 8-K filed July 1, 2021)
10.121-951310.1—CMS Energy 2020 Performance Incentive Stock Plan, effective June 1, 2020 (Form 8-K filed May 5, 2020)
10.221-951310.2—CMS Energy’s Deferred Salary Savings Plan, as amended and restated, effective January 1, 2022 (Form 10-K for the fiscal year ended December 31, 2023)
10.321-951310.5—CMS Energy and Consumers Directors’ Deferred Compensation Plan, effective as of November 30, 2007 (Form 10-K for the fiscal year ended December 31, 2014)
10.421-951310.6—Supplemental Executive Retirement Plan for Employees of CMS Energy/Consumers effective on January 1, 1982 and as amended effective April 1, 2011 (Form 10-Q for the quarterly period ended March 31, 2011)
Previously Filed
ExhibitsWith File NumberAs Exhibit NumberDescription
10.521-951310.5—Defined Contribution Supplemental Executive Retirement Plan, amended December 21, 2023, effective January 1, 2024 (Form 10-K for the fiscal year ended December 31, 2023)
10.621-951310.2—Form of Officer Separation Agreement as of July 1, 2023 (Form 10‑Q for the quarterly period ended June 30, 2023)
10.711-9513(10)(y)—Environmental Agreement dated as of June 1, 1990 made by CMS Energy to The Connecticut National Bank and Others (Form 10-K for the fiscal year ended December 31, 1990)
10.81,21-9513(10)(a)—Form of Indemnification Agreement between CMS Energy and its Directors, effective as of November 1, 2007 (Form 10-Q for the quarterly period ended September 30, 2007)
10.921-5611(10)(b)—Form of Indemnification Agreement between Consumers and its Directors, effective as of November 1, 2007 (Form 10-Q for the quarterly period ended September 30, 2007)
10.1021-951310.10—CMS Incentive Compensation Plan for CMS Energy and Consumers Officers as amended, effective as of January 27, 2022 (Form 10-K for the fiscal year ended December 31, 2021)
10.1121-951310.3—Form of Change in Control Agreement as of July 1, 2023 (Form 10‑Q for the quarterly period ended June 30, 2023)
10.1221-951310.12—Annual Employee Incentive Compensation Plan for Consumers amended December 11, 2023, effective July 1, 2023 (Form 10-K for the fiscal year ended December 31, 2023)
10.131,21-951310.1—Annual NorthStar Clean Energy Employee Incentive Compensation Plan as amended, effective as of May 1, 2025 (Form 10-Q for the quarterly period ended June 30, 2025)
10.1411-951310.1—$750 million Sixth Amended and Restated Revolving Credit Agreement dated as of November 21, 2025 among CMS Energy, the Banks, as defined therein, and Barclays Bank PLC, as Agent (Form 8‑K filed November 21, 2025)
10.151-561110.2—$1.1 billion Seventh Amended and Restated Revolving Credit Agreement dated as of November 21, 2025 among Consumers, the Banks, as defined therein, and JPMorgan Chase Bank, N.A., as Agent (Form 8‑K filed November 21, 2025)
10.161-561110.1—$250 million Amended and Restated Revolving Credit Agreement dated as of November 19, 2018 among Consumers, the Banks, as defined therein, and The Bank of Nova Scotia, as Agent (Form 8‑K filed November 20, 2018)
10.16.a1-561110.1—Description of the Extension to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8‑K filed November 19, 2019)
10.16.b1-561110.1—Description of the Second Extension to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8‑K filed November 19, 2020)
Previously Filed
ExhibitsWith File NumberAs Exhibit NumberDescription
10.16.c1-561110.1—Description of the Third Extension to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8-K filed November 22, 2021)
10.16.d1-561110.1—First Amendment to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8-K filed November 29, 2022)
10.16.e1-561110.1—Amendment No. 2 to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8-K filed November 29, 2023)
10.16.f1-561110.3—Third Amendment to the Amended and Restated $250 Million Secured Revolving Credit Agreement (Form 8-K filed November 21, 2025)
10.1721-951310.1—Consumers and other CMS Energy Companies Retired Executives Survivor Benefit Plan for Management/Executive Employees, distributed July 1, 2011 (Form 10-Q for the quarterly period ended September 30, 2011)
10.181-561110.1—Form of Commercial Paper Dealer Agreement between Consumers, as Issuer, and the Dealer party thereto (Form 10-Q for the quarterly period ended September 30, 2014)
10.191-561110.1—Purchase and Sale Agreement dated June 21, 2021 by and among Consumers and New Covert Generating Company, LLC (Form 8-K filed June 23, 2021)
10.19.a1-561110.4—Amendment No. 1 dated as of May 31, 2023 to the Purchase and Sale Agreement, dated June 21, 2021 by and among Consumers and New Covert Generating Company, LLC (Form 10-Q for the quarterly period ending June 30, 2023)
10.2021-951310.22—Annual Employee Incentive Compensation Plan for Consumers amended and restated effective January 1, 2024 (Form 10-K for the fiscal year ended December 31, 2023)
19.11-951319.1—Policy Prohibiting Illegal Insider Trading (Form 10-K for the fiscal year ended December 31, 2024)
21.1—Subsidiaries of CMS Energy and Consumers
23.1—Consent of PricewaterhouseCoopers LLP for CMS Energy
23.2—Consent of PricewaterhouseCoopers LLP for Consumers
31.1—CMS Energy’s certification of the CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2—CMS Energy’s certification of the CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3—Consumers’ certification of the CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.4—Consumers’ certification of the CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Previously Filed
ExhibitsWith File NumberAs Exhibit NumberDescription
32.1—CMS Energy’s certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2—Consumers’ certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.121-951397.1—CMS Energy/Consumers Clawback Policy (Form 10-K for the fiscal year ended December 31, 2023)
99.11333-27510699.1—CMS Energy Stock Purchase Plan, as amended and restated October 20, 2023 (Form S-3ASR filed October 20, 2023)
101.INS—Inline XBRL Instance Document
101.SCH—Inline XBRL Taxonomy Extension Schema
101.CAL—Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF—Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB—Inline XBRL Taxonomy Extension Labels Linkbase
101.PRE—Inline XBRL Taxonomy Extension Presentation Linkbase
104—Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)

1Obligations of CMS Energy or its subsidiaries, but not of Consumers.

2Management contract or compensatory plan or arrangement.

Exhibits that have been previously filed with the SEC, designated above, are incorporated herein by reference and made a part hereof.

Previous: Item 14. Principal Accountant Fees and Services · Next: Item 16. Form 10-K Summary