What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-11 compared with 2024-02-08 · 51 added, 51 removed, 390 unchanged (21% of the section changed)

45 unchanged sentences

Directors, Executive Officers and Corporate Governance

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

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

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

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

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

Business—Information About CMS Energy’s and Consumers’ Executive Officers section, which is incorporated by reference herein.

8 unchanged sentences

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.

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

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

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

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

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

Business—Information About CMS Energy’s and Consumers’ Executive Officers section, which is incorporated by reference herein.

72 unchanged sentences

Income Tax Benefit ( 19 ) ( 20 ) ( 50 )

Income From Continuing Operations 758 837 1,346

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

Net Income Attributable to CMS Energy 899 758 837

9 unchanged sentences

Cash Flows from Investing Activities

Capital expenditures ( 1 ) — —

Investment in subsidiaries ( 535 ) ( 630 ) ( 796 )

5 unchanged sentences

Issuance of common stock 286 192 69

Issuance of preferred stock — — 224

Retirement of long-term debt ( 250 ) — —

19 unchanged sentences

Other Non‑current Assets

Construction work in progress 1 —

Deferred income taxes 150 137

10 unchanged sentences

Accrued interest, including intercompany 34 37

Accrued taxes 16 —

Other current liabilities 6 9

20 unchanged sentences

Financial Statements and Supplementary Data.

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 has issued guarantees with a maximum potential obligation of $ 1.1 billion on behalf of some of its wholly owned subsidiaries and related parties.

CMS Energy’s maximum potential obligation consists primarily of potential payments:

40 unchanged sentences

Exhibits With File

1-9513 3.1 — Restated Articles of Incorporation of CMS Energy, effective June 1, 2004, as amended May 22, 2009, together with the Certificate of Designation of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C, effective June 29, 2021 (Form 10‑Q for the quarterly period ended June 30, 2021)

1-9513 3.1 — 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)

1-9513 3.2 — CMS Energy Bylaws, amended and restated effective February 8, 2016 (Form 8‑K filed February 8, 2016)

39 unchanged sentences

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

4.1.ii 1-5611 4.1 — 152nd dated as of 8/5/24 (Form 8-K filed August 5, 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)

3 unchanged sentences

1-9513 4.1 — 29th dated as of 3/22/13 (Form 8-K filed March 22, 2013)

1-9513 4.1 — 30th dated as of 2/27/14 (Form 8-K filed February 27, 2014)

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)

14 unchanged sentences

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

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

1-9513 10.2 — 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)

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)

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

1-9513 10.5 — 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)

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)

6 unchanged sentences

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 10.12 — 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)

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)

17 unchanged sentences

Bank National Association, as Agent (Form 10-Q for the quarterly period ended June 30, 2022)

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

1-9513 10.22 — 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)

19.1 — Policy Prohibiting Illegal Insider Trading

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

— CMS Energy/Consumers Clawback Policy

1-9513 97.1 — CMS Energy/Consumers Clawback Policy (Form 10-K for the fiscal year ended December 31, 2023)

Previously Filed

18 unchanged sentences

/s/ Garrick J.

Rochow /s/ William D.

Rochow William D.

Harvey, Director

Rochow /s/ John G.

Rochow John G.

Russell, Director

President, Chief Executive Officer, and Director

(Principal Executive Officer)

/s/ Ralph Izzo

Ralph Izzo, Director

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

Russell, Director

(Principal Financial Officer)

/s/ Suzanne F.

McIntosh Suzanne F.

Shank, Director

Vice President, Controller, and Chief Accounting Officer

(Controller) Myrna M.

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

Soto, Director

Barfield /s/ John G.

Barfield, Director John G.

(Principal Financial Officer)

McIntosh John G.

Sznewajs, Director

/s/ Deborah H.

Butler /s/ Ronald J.

Butler, Director Ronald J.

Vice President, Controller, and Chief Accounting Officer

/s/ Ronald J.

(Controller) Ronald J.

Tanski, Director

Darrow /s/ Laura H.

Darrow, Director Laura H.

/s/ Deborah H.

Butler /s/ Laura H.

Butler, Director Laura H.

Wright, Director

Darrow, Director

/s/ Ralph Izzo

Ralph Izzo, 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.

4 unchanged sentences

/s/ Garrick J.

Rochow /s/ William D.

Rochow William D.

Harvey, Director

Rochow /s/ John G.

Rochow John G.

Russell, Director

President, Chief Executive Officer, and Director

(Principal Executive Officer)

/s/ Ralph Izzo

Ralph Izzo, Director

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

Russell, Director

(Principal Financial Officer)

/s/ Suzanne F.

McIntosh Suzanne F.

Shank, Director

Vice President, Controller, and Chief Accounting Officer

(Controller) Myrna M.

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

Soto, Director

Barfield /s/ John G.

Barfield, Director John G.

(Principal Financial Officer)

McIntosh John G.

Sznewajs, Director

/s/ Deborah H.

Butler /s/ Ronald J.

Butler, Director Ronald J.

Vice President, Controller, and Chief Accounting Officer

/s/ Ronald J.

(Controller) Ronald J.

Tanski, Director

Darrow /s/ Laura H.

Darrow, Director Laura H.

/s/ Deborah H.

Butler /s/ Laura H.

Butler, Director Laura H.

Wright, Director

Darrow, Director

/s/ Ralph Izzo

Ralph Izzo, 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