What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-08 compared with 2023-02-09 · 106 added, 94 removed, 335 unchanged (37% of the section changed)

51 unchanged sentences

CMS Energy has adopted an employee code of ethics, entitled “CMS Energy 2024 Code of Conduct and Guide to Ethical Business Behavior” (Employee Code) that applies to its CEO, CFO, and CAO, as well as all other officers and employees of CMS Energy and its affiliates.

The Employee Code is administered by the Chief Compliance Officer of CMS Energy, who reports directly to the Audit Committee of the Board of Directors of CMS Energy.

The Employee Code is administered by the Chief Compliance Officer of CMS Energy, who reports directly to the Audit Committee.

CMS Energy has also adopted a director code of ethics entitled “2024 Board of Directors Code of Conduct and Guide to Ethical Business Behavior” (Director Code) that applies to its directors.

The Director Code is administered by the Audit Committee of the Board of Directors of CMS Energy.

Any alleged violation of the Director Code by a director will be investigated by disinterested members of the Audit Committee of the Board of Directors of CMS Energy, or if none, by disinterested members of the entire Board of Directors of CMS Energy.

The Director Code is administered by the Audit Committee.

Any alleged violation of the Director Code by a director will be investigated by disinterested members of the Audit Committee, or if none, by disinterested members of the entire Board.

The Employee Code and Director Code and any waivers of, or amendments or exceptions to, a provision of the Employee Code that applies to CMS Energy’s CEO, CFO, CAO or persons performing similar functions and any waivers of, or amendments or exceptions to, a provision of CMS Energy’s Director Code will be disclosed on CMS Energy’s website at www.cmsenergy.com/corporate-governance/compliance-and-ethics.

5 unchanged sentences

Consumers has adopted an employee code of ethics, entitled “CMS Energy 2024 Code of Conduct and Guide to Ethical Business Behavior” (Employee Code) that applies to its CEO, CFO, and CAO, as well as all other officers and employees of Consumers and its affiliates.

The Employee Code is administered by the Chief Compliance Officer of Consumers, who reports directly to the Audit Committee of the Board of Directors of Consumers.

The Employee Code is administered by the Chief Compliance Officer of Consumers, who reports directly to the Audit Committee.

Consumers has also adopted a director code of ethics entitled “2024 Board of Directors Code of Conduct and Guide to Ethical Business Behavior” (Director Code) that applies to its directors.

The Director Code is administered by the Audit Committee of the Board of Directors of Consumers.

Any alleged violation of the Director Code by a director will be investigated by disinterested members of the Audit Committee of the Board of Directors of Consumers, or if none, by disinterested members of the entire Board of Directors of Consumers.

The Director Code is administered by the Audit Committee.

Any alleged violation of the Director Code by a director will be investigated by disinterested members of the Audit Committee, or if none, by disinterested members of the entire Board.

The Employee Code and Director Code and any waivers of, or amendments or exceptions to, a provision of the Employee Code that applies to Consumers’ CEO, CFO, CAO or persons performing similar functions and any waivers of, or amendments or exceptions to, a provision of Consumers’ Director Code will be disclosed on Consumers’ website at www.cmsenergy.com/corporate-governance/compliance-and-ethics.

54 unchanged sentences

Nonoperating retirement benefits, net ( 1 ) ( 1 ) ( 1 )

Interest income 2 — —

Interest income - intercompany 2 1 1

Other income 31 5 2

21 unchanged sentences

Investment in subsidiaries ( 630 ) ( 796 ) ( 581 )

Investment in debt securities - intercompany ( 293 ) — —

Decrease (increase) in notes receivable – intercompany 55 286 ( 83 )

5 unchanged sentences

Retirement of long-term debt — — ( 200 )

Debt prepayment costs — — ( 16 )

Payment of dividends on common and preferred stock ( 579 ) ( 544 ) ( 507 )

14 unchanged sentences

Accounts receivable – intercompany and related parties 9 8

Accrued taxes 45 —

Taxes receivable 11 45

Prepayments and other current assets — 1

3 unchanged sentences

Investments in subsidiaries 11,701 10,881

Investment in debt securities – intercompany 296 —

Other investments 8 6

4 unchanged sentences

Current Liabilities

Current portion of long-term debt $ 250 $ —

Accounts and notes payable – intercompany 75 74

Accrued interest, including intercompany 37 33

Accrued taxes — 83

Other current liabilities 9 9

6 unchanged sentences

Total non‑current liabilities 4,609 4,069

Common stockholders’ equity 6,791 6,407

Common stock 3 3

Other stockholders' equity 7,188 6,788

Total common stockholders’ equity 7,191 6,791

Preferred stock 224 224

9 unchanged sentences

Financial Statements and Supplementary Data.

CMS Energy has issued guarantees with a maximum potential obligation of $ 1.0 billion on behalf of some of its wholly owned subsidiaries and related parties.

CMS Energy has issued guarantees with a maximum potential obligation of $ 886 million 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 third parties under a credit agreement entered into by a subsidiary of NorthStar Clean Energy

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

• to Regions Bank related to the sale of EnerBank

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

2 unchanged sentences

Department of Energy regarding damages resulting from the department’s failure to accept spent nuclear fuel from nuclear power plants formerly owned by Consumers

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

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

38 unchanged sentences

Indentures Supplemental thereto:

1-5611 4.2 — 104th dated as of 8/11/05 (Form 8-K filed August 11, 2005)

1-5611 4.1 — 112th dated as of 9/1/10 (Form 8-K filed September 7, 2010)

1-5611 4.1 — 113th dated as of 10/15/10 (Form 8-K filed October 20, 2010)

1-5611 4.1 — 114th dated as of 3/31/11 (Form 8-K filed April 6, 2011)

1-5611 4.1 — 120th dated as of 12/17/12 (Form 8-K filed December 20, 2012)

1-5611 4.1 — 121st dated as of 5/17/13 (Form 8-K filed May 17, 2013)

1-5611 4.1 — 122nd dated as of 8/9/13 (Form 8-K filed August 9, 2013)

1-5611 4.1 — 123rd dated as of 12/20/13 (Form 8-K filed December 27, 2013)

4.1.a 1-5611 4.2 — 104th dated as of 8/11/05 (Form 8-K filed August 11, 2005)

4.1.b 1-5611 4.1 — 112th dated as of 9/1/10 (Form 8-K filed September 7, 2010)

4.1.c 1-5611 4.1 — 113th dated as of 10/15/10 (Form 8-K filed October 20, 2010)

4.1.d 1-5611 4.1 — 114th dated as of 3/31/11 (Form 8-K filed April 6, 2011)

4.1.e 1-5611 4.1 — 120th dated as of 12/17/12 (Form 8-K filed December 20, 2012)

4.1.f 1-5611 4.1 — 121st dated as of 5/17/13 (Form 8-K filed May 17, 2013)

4.1.g 1-5611 4.1 — 123rd dated as of 12/20/13 (Form 8-K filed December 27, 2013)

4.1.h 1-5611 4.1 — 124th dated as of 8/18/2014 (Form 8-K filed August 18, 2014)

4.1.i 1-5611 4.1 — 125th dated as of 11/6/2015 (Form 8-K filed November 6, 2015)

Previously Filed

Exhibits With File

1-5611 4.1 — 124th dated as of 8/18/2014 (Form 8-K filed August 18, 2014)

1-5611 4.1 — 125th dated as of 11/6/2015 (Form 8-K filed November 6, 2015)

1-5611 4.1 — 126th dated as of 11/23/2015 (Form 8-K filed November 25, 2015)

1-5611 4.1 — 127th dated as of 8/10/16 (Form 8-K filed August 10, 2016)

1-5611 4.1 — 128th dated as of 2/22/17 (Form 8-K filed February 22, 2017)

1-5611 4.1 — 129th dated as of 9/28/17 (Form 8-K filed September 28, 2017)

1-5611 4.1 — 130th dated as of 11/15/17 (Form 8-K filed November 15, 2017)

1-5611 4.1 — 131st dated as of 5/14/18 (Form 8‑K filed May 14, 2018)

1-5611 4.1 — 132nd dated as of 6/5/18 (Form 8‑K filed June 5, 2018)

1-5611 4.1 — 133rd dated as of 10/1/18 (Form 8-K filed October 1, 2018)

1-5611 4.1 — 134th dated as of 11/13/18 (Form 8-K filed November 13, 2018)

1-5611 4.1 — 135th dated as of 5/28/19 (Form 8-K filed May 28, 2019)

1-5611 4.1 — 136th dated as of 9/3/19 (Form 8-K filed September 3, 2019)

1-5611 4.1 — 137th dated as of 9/19/19 (Form 8-K filed September 19, 2019)

1-5611 4.3 — 138th dated as of 10/1/19 (Form 10-Q for the quarterly period ended September 30, 2019)

1-5611 4.1 — 139th dated as of 3/26/20 (Form 8-K filed March 26, 2020)

1-5611 4.1 — 140th dated as of 5/13/20 (Form 8-K filed May 13, 2020)

1-5611 4.1 — 141st dated as of 5/20/20 (Form 8-K filed May 20, 2020)

1-5611 4.1 — 142nd dated as of 10/7/20 (Form 8-K filed October 7, 2020)

1-5611 4.1 — 143rd dated as of 12/14/20 (Form 8-K filed December 14, 2020)

1-5611 4.1 — 144th dated as of 8/12/21 (Form 8-K filed August 12, 2021)

1-5611 4.1 — 145th dated as of 8/11/22 (Form 8-K filed August 11, 2022)

1-5611 4.1 — 146th dated as of 12/14/22 (Form 8-K filed December 15, 2022)

1-5611 4.1 — 147th dated as of 1/10/23 (Form 8-K filed January 10, 2023)

4.1.j 1-5611 4.1 — 126th dated as of 11/23/2015 (Form 8-K filed November 25, 2015)

4.1.k 1-5611 4.1 — 127th dated as of 8/10/16 (Form 8-K filed August 10, 2016)

4.1.l 1-5611 4.1 — 128th dated as of 2/22/17 (Form 8-K filed February 22, 2017)

4.1.m 1-5611 4.1 — 129th dated as of 9/28/17 (Form 8-K filed September 28, 2017)

4.1.n 1-5611 4.1 — 130th dated as of 11/15/17 (Form 8-K filed November 15, 2017)

4.1.o 1-5611 4.1 — 131st dated as of 5/14/18 (Form 8‑K filed May 14, 2018)

4.1.p 1-5611 4.1 — 132nd dated as of 6/5/18 (Form 8‑K filed June 5, 2018)

4.1.q 1-5611 4.1 — 133rd dated as of 10/1/18 (Form 8-K filed October 1, 2018)

4.1.r 1-5611 4.1 — 134th dated as of 11/13/18 (Form 8-K filed November 13, 2018)

4.1.s 1-5611 4.1 — 135th dated as of 5/28/19 (Form 8-K filed May 28, 2019)

4.1.t 1-5611 4.1 — 136th dated as of 9/3/19 (Form 8-K filed September 3, 2019)

4.1.u 1-5611 4.1 — 137th dated as of 9/19/19 (Form 8-K filed September 19, 2019)

4.1.v 1-5611 4.3 — 138th dated as of 10/1/19 (Form 10-Q for the quarterly period ended September 30, 2019)

4.1.w 1-5611 4.1 — 139th dated as of 3/26/20 (Form 8-K filed March 26, 2020)

4.1.x 1-5611 4.1 — 140th dated as of 5/13/20 (Form 8-K filed May 13, 2020)

4.1.y 1-5611 4.1 — 141st dated as of 5/20/20 (Form 8-K filed May 20, 2020)

4.1.z 1-5611 4.1 — 142nd dated as of 10/7/20 (Form 8-K filed October 7, 2020)

4.1.aa 1-5611 4.1 — 144th dated as of 8/12/21 (Form 8-K filed August 12, 2021)

4.1.bb 1-5611 4.1 — 145th dated as of 8/11/22 (Form 8-K filed August 11, 2022)

4.1.cc 1-5611 4.1 — 146th dated as of 12/14/22 (Form 8-K filed December 15, 2022)

4.1.dd 1-5611 4.1 — 147th dated as of 1/10/23 (Form 8-K filed January 10, 2023)

4.1.ee 1-5611 4.1 — 148th dated as of 2/23/23 (Form 8-K filed February 23, 2023)

4.1.ff 1-5611 4.1 — 149th dated as of 5/30/23 (Form 8-K filed May 30, 2023)

4.1.gg 1-5611 4.1 — 150th dated as of 8/4/23 (Form 8-K filed August 4, 2023)

4.1.hh 1-5611 4.1 — 151st dated as of 1/9/24 (Form 8-K filed January 9, 2024)

4.2 1-5611 (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)

5 unchanged sentences

1-9513 4.2 — 31st dated as of 2/27/14 (Form 8-K filed February 27, 2014)

1-9513 4.1 — 32nd dated as of 11/9/15 (Form 8-K filed November 9, 2015)

Previously Filed

Exhibits With File

1-9513 4.1 — 32nd dated as of 11/9/15 (Form 8-K filed November 9, 2015)

1-9513 4.1 — 33rd dated as of 5/5/16 (Form 8-K filed May 5, 2016)

9 unchanged sentences

1-9513 4.1 — 10th dated as of 11/25/20 (Form 8-K filed November 25, 2020)

1-9513 4.1 — 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)

1-9513 4.6 — Description of CMS Energy Securities (Form 10-K for the fiscal year ended December 31, 2021)

2 unchanged sentences

1-9513 10.1 — CMS Energy 2020 Performance Incentive Stock Plan, effective June 1, 2020 (Form 8-K filed May 5, 2020)

1-9513 10.3 — CMS Energy’s Deferred Salary Savings Plan, as amended and restated, effective January 1, 2019 (Form 10‑K for the fiscal year ended December 31, 2018)

— CMS Energy’s Deferred Salary Savings Plan, as amended and restated, effective January 1, 2022

1-9513 10.5 — 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)

1-9513 10.6 — 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)

1-9513 10.7 — Defined Contribution Supplemental Executive Retirement Plan, as amended and restated, effective May 1, 2019 (Form 10-K for the fiscal year ended December 31, 2018)

1-9513 10.6 — Form of Officer Separation Agreement as of January 2020 (Form 10-K for the fiscal year ended December 31, 2019)

1-9513 (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)

— Defined Contribution Supplemental Executive Retirement Plan, amended December 21, 2023, effective January 1, 2024

1-9513 10.2 — Form of Officer Separation Agreement as of July 1, 2023 (Form 10‑Q for the quarterly period ended June 30, 2023)

Previously Filed

Exhibits With File

1-9513 (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)

1-9513 (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)

1 unchanged sentence

1-9513 10.10 — 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)

1-9513 10.1 — 2016 Form of Change in Control Agreement (Form 8-K filed June 23, 2016)

1-9513 10.12 — Annual Employee Incentive Compensation Plan for Consumers as amended, effective as of January 27, 2022 (Form 10-K for the fiscal year ended December 31, 2021)

— Annual NorthStar Clean Energy Employee Incentive Compensation Plan as amended, effective as of August 22, 2022

1-9513 10.3 — Form of Change in Control Agreement as of July 1, 2023 (Form 10‑Q for the quarterly period ended June 30, 2023)

— Annual Employee Incentive Compensation Plan for Consumers amended December 11, 2023, effective July 1, 2023

1-9513 10.2 — Annual NorthStar Clean Energy Employee Incentive Compensation Plan as amended, effective as of July 1, 2023 (Form 10-Q for the quarterly period ended September 30, 2023)

1-9513 10.1 — $550 million Fifth Amended and Restated Revolving Credit Agreement dated as of December 14, 2022 among CMS Energy, the Banks, as defined therein, and Barclays Bank PLC, as Agent (Form 8‑K filed December 15, 2022)

1 unchanged sentence

10.16 1-5611 10.1 — $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)

1-5611 10.1 — Description of the Extension to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8‑K filed November 19, 2019)

1-5611 10.1 — Description of the Second Extension to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8‑K filed November 19, 2020)

1-5611 10.1 — Description of the Third Extension to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8-K filed November 22, 2021)

1-5611 10.1 — First Amendment to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8-K filed November 29, 2022)

1-9513 10.1 — 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)

10.16.a 1-5611 10.1 — Description of the Extension to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8‑K filed November 19, 2019)

10.16.b 1-5611 10.1 — Description of the Second Extension to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8‑K filed November 19, 2020)

10.16.c 1-5611 10.1 — 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.d 1-5611 10.1 — First Amendment to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8-K filed November 29, 2022)

Previously Filed

Exhibits With File

10.16.e 1-5611 10.1 — Amendment No.

2 to the Amended and Restated $250 million Secured Revolving Credit Agreement (Form 8-K filed November 29, 2023)

10.18 1-5611 10.1 — 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)

1-9513 10.1 — Agreement and Plan of Merger dated June 7, 2021 by and among CMS Energy, EnerBank, and Regions Bank (Form 8-K filed June 8, 2021)

1-9513 10.1 — Amendment No.

1 dated as of August 9, 2021 to the Agreement and Plan of Merger, dated June 7, 2021, by and among CMS Energy, EnerBank , and Regions Bank (Form 10-Q for the quarterly period ended September 30, 2021)

10.19 1-5611 10.1 — 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)

1-5611 10.2 — Purchase and Sale Agreement dated June 21, 2021 by and among Consumers and DIG, CMS Generation Michigan Power, and CMS ERM (Form 8-K filed June 23, 2021)

10.19.a 1-5611 10.4 — 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)

10.20 1-5611 10.1 — $1 billion unsecured Term Loan Credit Agreement dated as of July 22, 2022 among Consumers, the Banks defined therein, and U.S.

1 unchanged sentence

10.21 1355417 10.1 — Bond Purchase Agreement dated as of January 12, 2023 between Consumers and each of the Purchasers named therein (Form 8-K filed January 12, 2023)

— Annual Employee Incentive Compensation Plan for Consumers amended and restated effective January 1, 2024

21.1 — Subsidiaries of CMS Energy and Consumers

7 unchanged sentences

32.2 — Consumers’ certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

333-249643 99.1 — CMS Energy Stock Purchase Plan, as amended and restated October 23, 2020 (Form S-3ASR filed October 23, 2020)

— Inline XBRL Instance Document

— CMS Energy/Consumers Clawback Policy

Previously Filed

Exhibits With File

— Inline XBRL Taxonomy Extension Schema

— Inline XBRL Taxonomy Extension Calculation Linkbase

— Inline XBRL Taxonomy Extension Definition Linkbase

— Inline XBRL Taxonomy Extension Labels Linkbase

— Inline XBRL Taxonomy Extension Presentation Linkbase

333-275106 99.1 — 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)

14 unchanged sentences

(Principal Executive Officer)

/s/ Ralph Izzo

Ralph Izzo, Director

Executive Vice President and Chief Financial Officer /s/ John G.

Russell, Director

Executive Vice President and Chief Financial Officer /s/ Suzanne F.

Shank, Director

(Principal Financial Officer)

McIntosh Myrna M.

Soto, Director

/s/ Suzanne F.

McIntosh Suzanne F.

Shank, Director

Vice President, Controller, and Chief Accounting Officer

(Controller) John G.

(Controller) Myrna M.

Soto, Director

Barfield /s/ John G.

Barfield, Director John G.

Sznewajs, Director

Barfield /s/ Ronald J.

Barfield, Director Ronald J.

Tanski, Director

/s/ Deborah H.

Butler /s/ Laura H.

Butler, Director Laura H.

Butler /s/ Ronald J.

Butler, Director Ronald J.

Tanski, Director

Darrow /s/ Laura H.

Darrow, Director Laura H.

Wright, Director

Darrow, Director

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Consumers Energy Company has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

9 unchanged sentences

(Principal Executive Officer)

/s/ Ralph Izzo

Ralph Izzo, Director

Executive Vice President and Chief Financial Officer /s/ John G.

Russell, Director

Executive Vice President and Chief Financial Officer /s/ Suzanne F.

Shank, Director

(Principal Financial Officer)

McIntosh Myrna M.

Soto, Director

/s/ Suzanne F.

McIntosh Suzanne F.

Shank, Director

Vice President, Controller, and Chief Accounting Officer

(Controller) John G.

(Controller) Myrna M.

Soto, Director

Barfield /s/ John G.

Barfield, Director John G.

Sznewajs, Director

Barfield /s/ Ronald J.

Barfield, Director Ronald J.

Tanski, Director

/s/ Deborah H.

Butler /s/ Laura H.

Butler, Director Laura H.

Butler /s/ Ronald J.

Butler, Director Ronald J.

Tanski, Director

Darrow /s/ Laura H.

Darrow, Director Laura H.

Wright, Director

Darrow, Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures