CMS-B CMS Energy Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported) February 6, 2025

 

Commission		Registrant; State of Incorporation;		IRS Employer
File Number		Address; and Telephone Number		Identification No.
1-9513		CMS ENERGY CORPORATION (A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550		38-2726431
1-5611		CONSUMERS ENERGY COMPANY (A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550		38-0442310

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange  on which registered
CMS Energy Corporation Common Stock, $0.01 par value		CMS		New York Stock Exchange
CMS Energy Corporation 5.625% Junior Subordinated Notes due 2078		CMSA		New York Stock Exchange
CMS Energy Corporation 5.875% Junior Subordinated Notes due 2078		CMSC		New York Stock Exchange
CMS Energy Corporation 5.875% Junior Subordinated Notes due 2079		CMSD		New York Stock Exchange
CMS Energy Corporation, Depositary Shares, each representing a 1/1,000th interest in a share of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C		CMS PRC		New York Stock Exchange
Consumers Energy Company Cumulative Preferred Stock, $100 par value: $4.50 Series		CMS-PB		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  Emerging growth company:  CMS Energy Corporation ¨        Consumers Energy Company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  CMS Energy Corporation ¨  Consumers Energy Company ¨

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On February 6, 2025, CMS Energy Corporation (“CMS Energy”) issued a News Release, in which it announced its 2024 results. Attached as Exhibit 99.1 to this report and incorporated herein by reference is a copy of the CMS Energy News Release, furnished as a part of this report.

 

Exhibit 99.1 contains certain financial measures that are considered “non-GAAP financial measures” as defined in Securities and Exchange Commission rules. Other than forward-looking earnings guidance, Exhibit 99.1 contains a reconciliation of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, business optimization initiative, changes in accounting principles, voluntary separation program, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses from mark-to-market adjustments, or other items. Management views adjusted earnings as a key measure of the company’s present operating financial performance and uses adjusted earnings for external communications with analysts and investors. Internally, the company uses adjusted earnings to measure and assess performance. Because CMS Energy is not able to estimate the impact of specific line items, which have the potential to significantly impact, favorably or unfavorably, reported earnings in future periods, Exhibit 99.1 does not contain reported earnings guidance nor a reconciliation for the comparable future period earnings. The adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for the reported earnings. All references to net income refer to net income available to common stockholders and references to earnings per share are on a diluted basis.

 

Item 7.01. Regulation FD Disclosure.

 

The information set forth in the CMS Energy News Release dated February 6, 2025, attached as Exhibit 99.1, is incorporated by reference in response to this Item 7.01.

 

CMS Energy will hold a webcast to discuss its 2024 results and provide a business and financial outlook on February 6 at 9:30 a.m. (ET). A copy of the CMS Energy presentation is furnished as Exhibit 99.2 to this report. A webcast of the presentation will be available on the CMS Energy website, www.cmsenergy.com.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

 

Investors and others should note that CMS Energy routinely posts important information on its website and considers the Investor Relations section, www.cmsenergy.com/investor-relations, a channel of distribution.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.  

 

	Exhibit Index
99.1		CMS Energy News Release dated February 6, 2025
99.2		CMS Energy presentation dated February 6, 2025
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

 

		CMS ENERGY CORPORATION
Dated: February 6, 2025	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer
		CONSUMERS ENERGY COMPANY
Dated: February 6, 2025	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer

 

 

 

Exhibit 99.1

 

 

 

CMS Energy Announces Strong 2024 Financial Results for the 22^nd Consecutive Year, Raises 2025 Adjusted EPS Guidance

 

JACKSON, Mich., Feb. 6, 2025 – CMS Energy announced today reported earnings per share of $3.33 for 2024, compared to $3.01 per share for 2023. The company’s adjusted earnings per share for 2024 were $3.34, compared to $3.11 per share for 2023. CMS Energy increased its annual dividend by 11 cents per share to $2.17 for 2025, the 19^th increase in as many years.

 

CMS Energy raised its 2025 adjusted earnings guidance to $3.54 to $3.60 from $3.52 to $3.58 per share (*See below for important information about non-GAAP measures) and reaffirmed long-term adjusted EPS growth of 6 to 8 percent, with continued confidence toward the high end.

 

“In addition to strong financial performance, the company's 2024 highlights include record investments in our electric grid through the Reliability Roadmap, restoring power to over 93% of customers in less than 24 hours – compared to 87% in 2023. We also landed over 360 megawatts of new load through our economic development efforts, bringing jobs, and investments to Michigan,” said Garrick Rochow, President and CEO of CMS Energy and Consumers Energy. “Our customers, communities and investors are well positioned for 2025 due to the hard work and improvements made by the CMS Energy team.”

 

CMS Energy (NYSE: CMS) is a Michigan-based energy provider featuring Consumers Energy as its primary business. It also owns and operates independent power generation businesses.

 

# # #

 

 

CMS Energy will hold a webcast to discuss its 2024 year-end results and provide a business and financial outlook on Thursday, February 6, 2025 at 9:30 a.m. (EST). To participate in the webcast, go to CMS Energy’s homepage (cmsenergy.com) and select “Events and Presentations.”

 

Important information for investors about non-GAAP measures and other disclosures.

 

This news release contains non-Generally Accepted Accounting Principles (non-GAAP) measures, such as adjusted earnings. All references to net income refer to net income available to common stockholders and references to earnings per share are on a diluted basis. Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, business optimization initiative, changes in accounting principles, voluntary separation program, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses from mark-to-market adjustments, or other items. Management views adjusted earnings as a key measure of the company's present operating financial performance and uses adjusted earnings for external communications with analysts and investors. Internally, the company uses adjusted earnings to measure and assess performance. Because the company is not able to estimate the impact of specific line items, which have the potential to significantly impact, favorably or unfavorably, the company's reported earnings in future periods, the company is not providing reported earnings guidance nor is it providing a reconciliation for the comparable future period earnings. The company's adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for the reported earnings.  

 

This news release contains "forward-looking statements." The forward-looking statements are subject to risks and uncertainties that could cause CMS Energy's and Consumers Energy's results to differ materially. All forward-looking statements should be considered in the context of the risk and other factors detailed from time to time in CMS Energy's and Consumers Energy's Securities and Exchange Commission filings.

 

Investors and others should note that CMS Energy routinely posts important information on its website and considers the Investor Relations section, www.cmsenergy.com/investor-relations, a channel of distribution.

 

Media Contacts: Katie Carey, 517/740-1739

 

Investment Analyst Contact: Travis Uphaus, 517/817-9241

 

Page 1 of 3

 

CMS ENERGY CORPORATION 

Consolidated Statements of Income 

(Unaudited)

 

		In Millions, Except Per Share Amounts
		Three Months Ended								Twelve Months Ended
		12/31/24				12/31/23				12/31/24				12/31/23
Operating revenue		$	1,989			$	1,950			$	7,515			$	7,462
Operating expenses			1,564				1,544				6,028				6,227
Operating Income			425				406				1,487				1,235
Other income			61				83				344				362
Interest charges			180				172				708				643
Income Before Income Taxes			306				317				1,123				954
Income tax expense			51				66				176				147
Income From Continuing Operations			255				251				947				807
Income from discontinued operations, net of tax			-				-				-				1
Net Income			255				251				947				808
Loss attributable to noncontrolling interests			(10	)			(58	)			(56	)			(79	)
Net Income Attributable to CMS Energy			265				309				1,003				887
Preferred stock dividends			3				3				10				10
Net Income Available to Common Stockholders		$	262			$	306			$	993			$	877
Diluted Earnings Per Average Common Share		$	0.87			$	1.05			$	3.33			$	3.01

 

Page 2 of 3

 

CMS ENERGY CORPORATION 

Summarized Consolidated Balance Sheets 

(Unaudited)

 

		In Millions
		As of
			12/31/24				12/31/23
Assets
Current assets
Cash and cash equivalents		$	103			$	227
Restricted cash and cash equivalents			75				21
Other current assets			2,612				2,591
Total current assets			2,790				2,839
Non-current assets
Plant, property, and equipment			27,461				25,072
Other non-current assets			5,669				5,606
Total Assets		$	35,920			$	33,517
Liabilities and Equity
Current liabilities (1)		$	2,261			$	1,822
Non-current liabilities (1)			8,345				7,927
Capitalization
Debt and finance leases (excluding securitization debt) (2)			15,866				14,856
Preferred stock and securities			224				224
Noncontrolling interests			518				581
Common stockholders' equity			8,006				7,320
Total capitalization (excluding securitization debt)			24,614				22,981
Securitization debt (2)			700				787
Total Liabilities and Equity		$	35,920			$	33,517

                 

(1)	Excludes debt and finance leases.
(2)	Includes current and non-current portions.

 

CMS ENERGY CORPORATION

Summarized Consolidated Statements of Cash Flows

(Unaudited)

 

		In Millions
		Twelve Months Ended
			12/31/24				12/31/23
Beginning of Period Cash and Cash Equivalents, Including Restricted Amounts		$	248			$	182
Net cash provided by operating activities			2,370				2,309
Net cash used in investing activities			(3,054	)			(3,386	)
Cash flows from operating and investing activities			(684	)			(1,077	)
Net cash provided by financing activities			614				1,143
Total Cash Flows		$	(70	)		$	66
End of Period Cash and Cash Equivalents, Including Restricted Amounts		$	178			$	248

 

Page 3 of 3

 

CMS ENERGY CORPORATION

Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income

(Unaudited) 

 

		In Millions, Except Per Share Amounts
		Three Months Ended								Twelve Months Ended
		12/31/24				12/31/23				12/31/24				12/31/23
Net Income Available to Common Stockholders		$	262			$	306			$	993			$	877
Reconciling items:
Disposal of discontinued operations (gain) loss			*				*				*				(1	)
Tax impact			(*	)			(*	)			(*	)			*
Other exclusions from adjusted earnings**			*				3				6				9
Tax impact			(*	)			(1	)			(1	)			(3	)
Voluntary separation program			-				*				*				33
Tax impact			-				(*	)			(*	)			(8	)
Adjusted net income – non-GAAP		$	262			$	308			$	998			$	907
Average Common Shares Outstanding - Diluted			298.7				292.7				298.3				291.7
Diluted Earnings Per Average Common Share
Reported net income per share		$	0.87			$	1.05			$	3.33			$	3.01
Reconciling items:
Disposal of discontinued operations (gain) loss			*				*				*				(*	)
Tax impact			(*	)			(*	)			(*	)			*
Other exclusions from adjusted earnings**			*				0.01				0.01				0.03
Tax impact			(*	)			(0.01	)			(*	)			(0.01	)
Voluntary separation program			-				*				*				0.11
Tax impact			-				(*	)			(*	)			(0.03	)
Adjusted net income per share – non-GAAP		$	0.87			$	1.05			$	3.34			$	3.11

 

*	Less than $0.5 million or $0.01 per share.
**	Includes restructuring costs and business optimization initiative.

 

Management views adjusted (non-Generally Accepted Accounting Principles) earnings as a key measure of the Company's present operating financial performance and uses adjusted earnings for external communications with analysts and investors.  Internally, the Company uses adjusted earnings to measure and assess performance.  Adjustments could include items such as discontinued operations, asset sales, impairments, restructuring costs, business optimization initiative, changes in accounting principles, voluntary separation program, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses from mark-to-market adjustments, or other items.  The adjusted earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for reported earnings.  

 

 

 

Exhibit 99.2

 

2024 Year - End Results & Outlook February 6, 2025

2 Enter “so what” if necessary – Century Gothic, Bold, Size 18 or smaller This presentation is made as of the date hereof and contains “forward - looking statements” as defined in Rule 3b - 6 of the Securit ies Exchange Act of 1934, Rule 175 of the Securities Act of 1933, and relevant legal decisions. The forward - looking statements are subject to risks and uncertainties. All forward - lo oking statements should be considered in the context of the risk and other factors detailed from time to time in CMS Energy’s and Consumers Energy’s Securities and Exchange Commissi on filings. Forward - looking statements should be read in conjunction with “FORWARD - LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections of CMS Energy’s and Consumers Energy’s most recent Form 10 - K and as updated in reports CMS Energy and Consumers Energy file with the Securities and Exchange Commission. CMS Energy’s and Cons ume rs Energy’s “FORWARD - LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections are incorporated herein by reference and discuss important factors th at could cause CMS Energy’s and Consumers Energy’s results to differ materially from those anticipated in such statements. CMS Energy and Consumers Energy undertake no ob ligation to update any of the information presented herein to reflect facts, events or circumstances after the date hereof. The presentation also includes non - GAAP measures when describing CMS Energy’s results of operations and financial performance. A reconciliation of each of these measures to the most directly comparable GAAP measure is included in the appendix and posted on our website at www.cmsenergy.com . Investors and others should note that CMS Energy routinely posts important information on its website and considers the Inves tor Relations section, www.cmsenergy.com/investor - relations , a channel of distribution. Presentation endnotes are included after the appendix. 2

3 Investment Thesis . . . . . . is simple, clean and lean. Over two decades of industry - leading financial performance Industry - leading net zero commitments Excellence through the Top - tier regulatory jurisdiction a Premium total shareholder r eturn 6% to 8% adjusted EPS growth + ~3% dividend yield Presentation endnotes are included after the appendix. Strong Cash Flow & Balance Sheet Attractive & Diversified Territory Clean Energy Leader Infrastructure Renewal Constructive Legislation & Regulation Affordable Prices

4 2024 Successes . . . . . . delivering across the Triple Bottom Line. • Delivered adjusted EPS of $3.34 – toward the high end of our guidance range • Increased annual dividend per share to $ 2.17 , 19 th increase in as many years • Achieved >$110M of waste elimination savings through the CE Way • Sold ~$ 110 M of 2023 and 2024 renewable tax credits • Settled 4 th consecutive gas rate case • Named TRENDSETTER company by CPA - Zicklin Index for corporate political disclosure and accountability Prosperity • Restored power to >93% of customers within 24 hours in 2024 – compared to 87% in 2023 • ~$70M of customer assistance to help keep bills affordable • >$230M in customer benefits from owned generation vs. MISO market • >360 MW of incremental load, adding ~4K jobs and $5.3B of investment in MI – Top Utility for Economic Development (Site Selection) • $110M gain on Appliance Service Plan (ASP) business sale shared with customers • Filed 20 - yr REP adding 1 GW of solar and 2.8 GW of wind to long - term Plan • Outlines plans to achieve 2023 Energy Law targets • 60% Renewables by 2035 and 100% Clean Energy by 2040 • >$210M of capital investments for gas main and vintage service pipeline replacements resulting in 472MT of methane reduction • Grew Voluntary Green Pricing Program to >690 MW (program cap removed) • >2,900 acres of land enhanced, restored or protected and >90% of waste diverted from landfills People Planet

5 42% 26% 32% Updated Customer Investment Plan . . . . . . delivers benefits for customers and investors. New Utility Investment Plan Rate Base Growth Presentation endnotes are included after the appendix. Clean Energy Generation Electric Distribution & Other Gas Utility $20B ’2 5 – ’29 68 % Electric utility investment x ~$20M pre - tax for FCM by 2029 x ~$60M/yr pre - tax for Energy Efficiency incentive x NorthStar – DIG re - contracting opportunities Non - Rate Base Earnings b 2024 2029 $26.2B $39.4B ~8½% / yr a Up $3B from prior plan

6 Long - Term Opportunities . . . . . . a re robust and largely outside of 5 - year Plan. Long - term Plan/ Reference Filing Investment Customer Value Key Investments Electric Distribution Electric Supply Renewable Energy Plan (REP) 2025 – 2045 Integrated Resource Plan (IRP) 2027 – 2045+ Reliability Roadmap 2025 – 2035 • Drives 2 nd quartile performance for SAIDI a • Aims to restore 100% of customers within 24 hours $18B $10B not in 5 - yr Plan • 20K poles replaced each year • Up to 400 mi/yr of undergrounding • Rebuild 20% of substations over the next 10 years • 9,000 MW solar • 4 ,000 MW wind • 1,200 MW online (~70% owned) • 2,800 MW incremental (~100% owned) $ 14.6 B $ 10 B b not in 5 - yr P lan • Achieves Michigan’s 60% renewable energy target by 2035 in cost - effective manner • Supports demand growth • >850 MW of battery storage • Investments driving resource adequacy – addressing intermittency of renewables TBD Additional opportunity • D elivers cleaner port folio without compromising resource adequacy • Support s demand growth Opportunity Presentation endnotes are included after the appendix.

7 Expansive Economic Development Efforts . . . . . . drive diversified growth across Michigan and reduce customer rates. Electric Gas Combined 2022 New Load 2023 New Load 2024 New Load Corning Inc. Solar production facility $900M investment ~1,100 jobs Saab Inc. Military & civil security $75M investment ~70 jobs Northland Corporation High - end appliance products $21M investment ~200 jobs Hemlock Semiconductor ~$375M investment ~175 jobs Ford Blue Oval Battery Park ~$2,600M investment ~1,700 jobs Benteler Automotive Battery component production $105M investment ~170 jobs Corewell Health ~$ 80 M investment ~ 240 jobs Switch ~230 MW contracted Economic Development (MW) Historical Contracted Load '16 - '24 5-year Plan '25 - '29 Not in Plan >1 ,300 ~900 2% to 3% l ong - term g rowth Manufacturing Data Centers Other ~ 9,000 additional opportunity Manufacturing Data Centers Manufacturing Data Center Other

8 Q2: File New Rate Case By Oct. 16 th : Expected Order U - 21806 Dec. 16 th : Filed Rate Case $248M, 10.25% ROE U - 21806 2024 Michigan’s Strong Regulatory Environment . . . . . . provides constructive outcomes and forward - looking visibility. Electric Gas Supportive Energy Policy • Timely recovery of investments x Forward - looking test years/earn authorized ROEs x 10 - month rate cases x Monthly fuel adjustment trackers (PSCR/GCR) x Constructive ROEs • Supportive incentives enhanced w/ 2023 Michigan Energy Law x Energy efficiency incentives x FCM adder on PPAs • Appointed commissioners Renewable Energy Plan (REP) Nov. 15 th : Filed REP U - 21816 By Mar. 31 st : Expected Order U - 21585 Presentation endnotes are included after the appendix. Oct. 18 th : Revised $277M a , 10.25% ROE U - 21585 By Sep. 15 th : Expected Order U - 21816 2025

9 Commentary Amount Financial Results & Outlook . . . . . . reflect strong growth and build momentum for 2025 and beyond. Long - Term Outlook 2025 Full - Year Outlook 2024 Full - Year Results $3.34 Adjusted EPS Toward the high end Up 11¢ $3.06 – $3.12 $2.17 Adjusted EPS Guidance Annual Dividend Per Share (DPS) Toward the high end Consistent DPS growth Up $3 vs. prior plan +6% to +8% Adjusted EPS Growth Dividend Payout Ratio Utility Capital Plan ($B) a $20 $3.54 – $3.60 Delivered toward the high end ~60% payout over time Presentation endnotes are included after the appendix.

10 2024 2023 $0.87 $1.05 Reported EPS -- -- Adjustments a 0.87 $1.05 Adjusted EPS a Adjusted EPS by Segment Full Year 2024 Results . . . Fourth Quarter . . . reflect adjusted EPS growth toward the high end . 2024 2023 $3.33 $3.01 Reported EPS 0.01 0.10 Adjustments a 35X 3.11 Adjusted EPS a Utility NorthStar Parent Total Adjusted EPS $ Presentation endnotes are included after the appendix. 2024 $ 3.39 0.21 ( 0 .26 ) $ 3.34 $ 3.34

11 $ 3.29 – $ 3.35 +6% to +8% Solid investment grade $ 3.3 None Actual 2024 Objectives Achieved . . . . . . d elivering benefits for customers AND investors. Presentation endnotes are included after the appendix. Adjusted EPS guidance DPS growth guidance Target credit ratings Utility investment ($B) Planned equity issuance ($M) Objectives $3.34 $2.17 (up 11¢ ) Solid investment grade $3.3 None FFO/Debt target: Mid - teens a FFO/Debt target: Mid - teens a Toward the high end x x x x x (excl. Covert - driven equity forward settlements) Toward the high end

12 2025 Guidance Offers Continued Growth . . . . . . c ompounding off 2024 actuals. Utility NorthStar Parent Consolidated EPS $ 4.01 – 4.05 0 .18 – 0.22 ( 0.65 ) – ( 0.67 ) $3.54 – $3.60 Adjusted EPS Toward the high end

13 2025 Adjusted EPS Growth Range . . . 2024 Normal Weather Rates, Renewables & Investment Cost Savings & Productivity (incl. Storms) Parent Financing, Tax & Other 2025 ( 37 ) – (43)¢ 21¢ 3 ¢ 39¢ $3 .34 a . . . reflects another year of premium growth. Presentation endnotes are included after the appendix. $3.54 - $3.60 a

14 +6% to +8% ~ 60 % over time Solid investment grade $20 2% - 3% ~$450M/yr Near - and Long - Term Objectives . . . . . . p rovide sustainable benefits for customers AND investors. Presentation endnotes are included after the appendix. Adjusted EPS guidance Dividend Payout Ratio Target credit ratings Utility investment ($B) Electric sales growth Planned equity issuance ($M) $ 3.54 – $ 3.60 ~ 60 % Solid investment grade $ 3.7 ~1% Up to $500M 2025 Long - Term Plan FFO/Debt target: Mid - teens a FFO/Debt target: Mid - teens a Toward the high end 2025 - 2029 Toward the high end Incl. Energy Efficiency ~2%/yr

15 0 10 20 30 40 50 60 70 80 Historic 2024 2026 -2029 Avg. 2026+ 2026+ DIG (750 MW) & Peakers (200 MW) . . . . . . supports the Plan with future upside opportunities. ~$65 ~$30 $ 43 Pre - Tax Income (M) Capacity Price ($kw - mon ) ~$3. 0 0 ~$3. 25 ~$4.50 ~ $7.50 ~ $10.00 Capacity Available 0% 0% ~ 25 % ~25 % ~25% $ ~$ 75 Opportunities ~$60

16 YTD Plan ($M) ($M) Consumers Energy: -- $1,125 First Mortgage Bonds CMS Energy: -- $1,270 Senior Unsecured -- Up to $500 Planned Equity Retirements (incl. term loans): -- None Consumers Energy -- $850 CMS Energy Existing Facilities $1,100M (Dec - 2027) $550M (Dec - 2027) $250M (Nov - 2025) Consumers Energy CMS Energy Financings 2025 Planned Financings . . . . . . fund customer investments and provide ample liquidity. Presentation endnotes are included after the appendix. ~$ 1.8 B a of net liquidity

17 2025 Sensitivities . . . . . . r eflect effective risk mitigation. Presentation endnotes are included after the appendix. Full - Year Impact OCF Adj. EPS Sensitivity ($M) 27 17 + + ( ¢) 7 4 + + 1% 1 + + Sales a Electric (~37,000 GWh) Gas (~308 Bcf) 60 + 0 + 50 ¢ + Gas Prices 8 6 + + 2 1 + + 10 bps 10 + + Utility Earned ROE Electric Gas < 1 1 25 bps + Interest Rates 0 4 100 bps + Effective Tax Rate (19%) + + + + Electric Residential Commercial Industrial 4¢ 2½ 3 ¢ (1% Full Year in Volume) 2025 Adj. EPS Sensitivities Gas ½ ~½ ~½ <

18 Recession Industry - Leading Financial Performance . . . . . . for over two decades, regardless of conditions. 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025+ Recession Adjusted EPS Dividend +6% to +8% Weather Help Hurt Cold winter Mild summer Warm winter Hot summer Mild summer Cold winter Polar vortex Mild summer Warm winter Hot summer Hot summer Summer - less Storms Hot summer Storms Hot summer Warm winter Warm winter Mild winter Governor (D) Governor (R) Governor (D) Commission (D) Commission (D) Commission (R) Commission (I) Commission (D) Dave Joos John Russell Patti Poppe K. Whipple Recession / Pandemic Garrick Rochow Mild w/ storms Hot summer Mild w/ storms

19 19 Q&A Thank You!

20 20 Appendix

21 . Strong Balance Sheet . . . . . . m aintains credit metrics and solid investment - grade ratings. Consumers Energy CMS Energy Senior Secured Commercial Paper Outlook Senior Unsecured Junior Subordinated Outlook Last Review A1 P - 2 Stable Baa2 Baa3 Stable Mar. 2024 A+ F - 2 Stable BBB BB+ Stable Apr. 2024 S&P Moody’s Fitch x Forward - looking recovery x Constructive rate construct x Strong operating cash flow generation x 100% fixed rate debt x Hybrid debt (w/ equity credit) x Limited near - term maturities Key Strengths A A - 2 Stable BBB BBB - Stable Aug. 2024 Dec. 2024

22 2024 Adjusted EPS . . . . . . managing through COVID - 19 risks. 2023 Weather Rates, Renewables & Investment Customer Initiatives Usage, Non-Utility, Tax & Other 2024 (6)¢ 31¢ ( 6) ¢ 4 ¢ $3.11 a . . . reflects another year of premium growth. Presentation endnotes are included after the appendix. $3.34 a

23 Operating Cash Flow . . . . . . remains strong and supports our capital plan. Presentation endnotes are included after the appendix. 2025 2026 2027 2028 2029 NOLs a & Credits Adjusted Operating Cash Flow $0.3 $0.3 $0.3 $0.3 $0.3 Amount ($B) Year >$1.8B >$2.7B 2020 - 2024 Average 2025 - 2029 Plan Average ~$13.6B in aggregate ~$9.3B in aggregate

24 Utility Customer Investment Plan Enter “so what” if necessary – Century Gothic, Bold, Size 18 or smaller 24 Clean Energy Generation Electric Distribution & Other Gas Utility Total Depreciation & Amortization a $0.8 1.7 1.2 $ 3.7 $ 1.3 2029 $0.9 1.8 1.2 $ 3.9 $ 1.6 2026 2027 2028 Total 2025 $ 0.9 1.7 1. 3 $ 3 .9 $ 1.7 $ 1.3 1.8 1.3 $ 4.4 $ 1.5 $ 1.2 1.6 1.3 $ 4.1 $ 1.4 5 - Year Plan ($B) $5 .2 8.5 6.3 $ 20.0 $7. 5 Presentation endnotes are included after the appendix. Numbers may not add due to rounding .

25 25 Endnotes

26 Presentation Endnotes 26 Slide 3: a UBS Research, 2024 state rankings and D.C. Slide 5: a Assumes $2 6 .2B rate base in 2024, $39.4B in 2029, CAGR b Over plan period years 2025 - 2029 Slide 6: a Drives 2 nd quartile performance for SAIDI excluding Major Events Days b A portion of the estimated capital investment opportunity could potentially be structured as a PPA with FCM Slide 8: a $277M position includes a $22M surcharge related to distribution investments made in 2023 above prior approved levels Slide 9 : a $20B utility capital investment plan (2025 - 2029), up $3B from prior plan (2024 - 2028) Slide 10 : a See GAAP reconciliation on slide 30 Slide 11: a Mid - teens, as calculated by rating agencies Slide 13: a Adjusted EPS Slide 14: a Mid - teens, as calculated by rating agencies Slide 16 : a $1,718M in unreserved revolvers + $79M of unrestricted cash; excludes cash unavailable for debt retirement, such as cash held at NorthStar Slide 17: a Reflects 2025 sales forecast; weather - normalized Slide 22: a Adjusted EPS Slide 23: a After - tax Slide 24: a I ncludes securitization amortization of ~$120M/yr and regulatory asset amortization of ~$150M/yr

27 27 GAAP Reconciliation CMS Energy provides historical financial results on both a reported (GAAP) and adjusted (non - GAAP) basis and provides forward - lo oking guidance on an adjusted basis. During an oral presentation, references to “earnings” are on an adjusted basis. All references to net income ref er to net income available to common stockholders and references to earnings per share are on a diluted basis. Adjustments could include items such as disc ont inued operations, asset sales, impairments, restructuring costs, business optimization initiative, changes in accounting principles, voluntary separation pr ogr am, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses from mark to - market adjustments, or other items. Management views adjusted earnings as a key measure of the company’s present operating financial performance and uses adjusted earnings for external communications with ana lysts and investors. Internally, the company uses adjusted earnings to measure and assess performance. Because the company is not able to estimate th e impact of specific line items, which have the potential to significantly impact, favorably or unfavorably, the company's reported earnings in future per iods, the company is not providing reported earnings guidance nor is it providing a reconciliation for the comparable future period earnings. The adju ste d earnings should be considered supplemental information to assist in understanding our business results, rather than as a substitute for the reported earnin gs.

28 CMS ENERGY CORPORATION Reconciliation of GAAP Cash Flows from Operating Activities to Non - GAAP Adjusted Cash Flows from Operating Activities (Unaudited) 2020 2021 2022 2023 2024 Cash Flows from Operating Activities 1,276$ 1,819$ 855$ 2,309$ 2,370$ Adjustments - Discretionary Pension Contributions 700 - - - - Adjustments - EnerBank Operating Cash Flows (91) 24 - - - Non-GAAP Adjusted Cash Flows from Operating Activities 1,885$ 1,843$ 855$ 2,309$ 2,370$

29 CMS ENERGY CORPORATION Reconciliation of GAAP Cash Flows from Operating Activities to Non - GAAP Funds from Operations Reconciliation of GAAP Indebtedness to Non - GAAP Adjusted Debt (Unaudited) 12/31/2024 FUNDS FROM OPERATIONS $ 2,370 Net Cash Provided by Operating Activities Reconciling Items: Changes in assets and liabilities 155 Accounts receivable and accrued revenue (164) Inventories (15) Accounts payable and accrued rate refunds (42) Other current assets and liabilities $ 2,304 Adjusted operating cash flow; pre - working capital 52 50% of interest charges on Junior subordinated notes $ 2,356 FFO - Non - GAAP ADJUSTED DEBT Indebtedness $ 1,195 Current portion of long - term debt and finance leases 65 Notes payable 15,194 Long - term debt 112 Non - current portion of finance leases $ 16,566 Total Indebtedness $ (1,005) 50% of Junior subordinated notes - Par call - CMS Parent senior notes $ 15,561 Adjusted Debt - Non - GAAP

30 CMS ENERGY CORPORATION Reconciliation of GAAP EPS to Non - GAAP Adjusted EPS by Segment (Unaudited) In Millions, Except Per Share Amounts Twelve Months Ended Three Months Ended 12/31/23 12/31/24 12/31/23 12/31/24 Electric Utility 1.89 $ 2.28 $ 0.50 $ 0.47 $ Reported net income per share Reconciling items: 0.02 0.01 0.01 * Other exclusions from adjusted earnings (0.01) (*) (0.01) (*) Tax impact 0.07 * * - Voluntary separation program (0.02) (*) (*) - Tax impact 1.95 $ 2.29 $ 0.50 $ 0.47 $ Adjusted net income per share – non - GAAP Gas Utility 1.08 $ 1.10 $ 0.46 $ 0.44 $ Reported net income per share Reconciling items: 0.01 * * * Other exclusions from adjusted earnings (*) (*) (*) (*) Tax impact 0.04 * * - Voluntary separation program (0.01) (*) (*) - Tax impact 1.12 $ 1.10 $ 0.46 $ 0.44 $ Adjusted net income per share – non - GAAP NorthStar Clean Energy 0.23 $ 0.21 $ 0.14 $ 0.03 $ Reported net income per share Reconciling items: - - - - Other exclusions from adjusted earnings - - - - Tax impact 0.23 $ 0.21 $ 0.14 $ 0.03 $ Adjusted net income per share – non - GAAP Corporate Interest and Other (0.19) $ (0.26) $ (0.05) $ (0.07) $ Reported net loss per share Reconciling items: - - - - Other exclusions from adjusted earnings - - - - Tax impact (0.19) $ (0.26) $ (0.05) $ (0.07) $ Adjusted net loss per share – non - GAAP Discontinued Operations - $ - $ - $ - $ Reported net income per share Reconciling items: (*) (*) * (*) Disposal of discontinued operations (gain) loss * * (*) * Tax impact - $ - $ - $ - $ Adjusted net income per share – non - GAAP Consolidated 3.01 $ 3.33 $ 1.05 $ 0.87 $ Reported net income per share Reconciling items: (*) (*) * (*) Disposal of discontinued operations (gain) loss * * (*) * Tax impact 0.03 0.01 0.01 * Other exclusions from adjusted earnings (0.01) (*) (0.01) (*) Tax impact 0.11 * * - Voluntary separation program (0.03) (*) (*) - Tax impact 3.11 $ 3.34 $ 1.05 $ 0.87 $ Adjusted net income per share – non - GAAP 291.7 298.3 292.7 298.7 Average Common Shares Outstanding – Diluted Less than $0.01 per share. *

31 CMS ENERGY CORPORATION Reconciliation of GAAP Net Income to Non - GAAP Adjusted Net Income (Unaudited) In Millions, Except Per Share Amounts Twelve Months Ended Three Months Ended 12/31/23 12/31/24 12/31/23 12/31/24 877 $ 993 $ 306 $ 262 $ Net Income Available to Common Stockholders Reconciling items: (1) * * * Disposal of discontinued operations (gain) loss * (*) (*) (*) Tax impact 9 6 3 * Other exclusions from adjusted earnings** (3) (1) (1) (*) Tax impact 33 * * - Voluntary separation program (8) (*) (*) - Tax impact 907 $ 998 $ 308 $ 262 $ Adjusted net income – non - GAAP 291.7 298.3 292.7 298.7 Average Common Shares Outstanding - Diluted Diluted Earnings Per Average Common Share 3.01 $ 3.33 $ 1.05 $ 0.87 $ Reported net income per share Reconciling items: (*) * * * Disposal of discontinued operations (gain) loss * (*) (*) (*) Tax impact 0.03 0.01 0.01 * Other exclusions from adjusted earnings** (0.01) (*) (0.01) (*) Tax impact 0.11 * * - Voluntary separation program (0.03) (*) (*) - Tax impact 3.11 $ 3.34 $ 1.05 $ 0.87 $ Adjusted net income per share – non - GAAP Less than $0.5 million or $0.01 per share. * Includes restructuring costs and business optimization initiative. **

32 CMS ENERGY CORPORATION Reconciliation of GAAP Net Income to Non - GAAP Adjusted Net Income by Quarter (Unaudited) * Less than $0.5 million or $0.01 per share. In Millions, Except Per Share Amounts 2024 4Q 3Q 2Q 1Q 262 $ 251 $ 195 $ 285 $ Net Income Available to Common Stockholders Reconciling items: * * 2 4 Electric utility and gas utility (*) (*) (*) (1) Tax impact - - - - NorthStar Clean Energy - - - - Tax impact - - - - Corporate interest and other - - - - Tax impact (*) - - - Disposal of discontinued operations (gain) loss * - - - Tax impact 262 $ 251 $ 197 $ 288 $ Adjusted Net Income – Non - GAAP 298.7 298.8 298.5 297.2 Average Common Shares Outstanding – Diluted 0.87 $ 0.84 $ 0.65 $ 0.96 $ Diluted Earnings Per Average Common Share Reconciling items: * * 0.01 0.01 Electric utility and gas utility (*) (*) (*) (*) Tax impact - - - - NorthStar Clean Energy - - - - Tax impact - - - - Corporate interest and other - - - - Tax impact (*) - - - Disposal of discontinued operations (gain) loss * - - - Tax impact 0.87 $ 0.84 $ 0.66 $ 0.97 $ Adjusted Diluted Earnings Per Average Common Share – Non - GAAP

33 CMS ENERGY CORPORATION Reconciliation of GAAP Net Income to Non - GAAP Adjusted Net Income by Quarter (Unaudited) In Millions, Except Per Share Amounts 2023 4Q 3Q 2Q 1Q 306 $ 174 $ 195 $ 202 $ Net Income Available to Common Stockholders Reconciling items: 3 6 30 3 Electric utility and gas utility (1) (2) (7) (1) Tax impact - - - - NorthStar Clean Energy - - - - Tax impact - - - - Corporate interest and other - - - - Tax impact * - (1) - Disposal of discontinued operations (gain) loss (*) - * - Tax impact 308 $ 178 $ 217 $ 204 $ Adjusted Net Income – Non - GAAP 292.7 291.4 291.3 291.2 Average Common Shares Outstanding – Diluted 1.05 $ 0.60 $ 0.67 $ 0.69 $ Diluted Earnings Per Average Common Share Reconciling items: 0.01 0.01 0.10 0.01 Electric utility and gas utility (0.01) (*) (0.02) (*) Tax impact - - - - NorthStar Clean Energy - - - - Tax impact - - - - Corporate interest and other - - - - Tax impact * - (*) - Disposal of discontinued operations (gain) loss (*) - * - Tax impact 1.05 $ 0.61 $ 0.75 $ 0.70 $ Adjusted Diluted Earnings Per Average Common Share – Non - GAAP * Less than $0.5 million or $0.01 per share.

v3.25.0.1

Cover	Feb. 06, 2025
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 06, 2025
Entity File Number	1-9513
Entity Registrant Name	CMS ENERGY CORPORATION
Entity Central Index Key	0000811156
Entity Tax Identification Number	38-2726431
Entity Incorporation, State or Country Code	MI
Entity Address, Address Line One	One Energy Plaza
Entity Address, City or Town	Jackson
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	49201
City Area Code	517
Local Phone Number	788-0550
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	CMS Energy Corporation Common Stock, $0.01 par value
Trading Symbol	CMS
Security Exchange Name	NYSE
A 5. 625 Junior Subordinated Notes Due 2078 [Member]
Document Information [Line Items]
Title of 12(b) Security	CMS Energy Corporation 5.625% Junior Subordinated Notes due 2078
Trading Symbol	CMSA
Security Exchange Name	NYSE
A 5. 875 Junior Subordinated Notes Due 2078 [Member]
Document Information [Line Items]
Title of 12(b) Security	CMS Energy Corporation 5.875% Junior Subordinated Notes due 2078
Trading Symbol	CMSC
Security Exchange Name	NYSE
A 5. 875 Junior Subordinated Notes Due 2079 [Member]
Document Information [Line Items]
Title of 12(b) Security	CMS Energy Corporation 5.875% Junior Subordinated Notes due 2079
Trading Symbol	CMSD
Security Exchange Name	NYSE
C M S Energy Corporation Depositary Shareseachrepresentinga 11000thinterestinashareof 4200percent Cumulative Redeemable Perpetual Preferred Stock Series C [Member]
Document Information [Line Items]
Title of 12(b) Security	CMS Energy Corporation, Depositary Shares
Trading Symbol	CMS PRC
Security Exchange Name	NYSE
Consumers Energy Company [Member]
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 06, 2025
Entity File Number	1-5611
Entity Registrant Name	CONSUMERS ENERGY COMPANY
Entity Central Index Key	0000201533
Entity Tax Identification Number	38-0442310
Entity Incorporation, State or Country Code	MI
Entity Address, Address Line One	One Energy Plaza
Entity Address, City or Town	Jackson
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	49201
City Area Code	517
Local Phone Number	788-0550
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Consumers Energy Company Cumulative Preferred Stock, $100 par value: $4.50 Series
Trading Symbol	CMS-PB
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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