Financial Analysis

Financings and Capitalization Presented in the following table is CMS Energys long-term debt at December 31: In Millions, Except Interest Rate and Maturity Interest Rate (%) Maturity 2025 2024 CMS Energy, including Consumers CMS Energy, parent only Senior notes 3.600 2025 $ $ 250 3.000 2026 300 300 2.950 2027 275 275 3.450 2027 350 350 4.700 2043 250 250 4.875 2044 300 300 $ 1,475 $ 1,725 Convertible senior notes 1 3.375 2 2028 $ 800 $ 800 3.125 3 2031 1,000 $ 1,800 $ 800 Junior subordinated notes 4 4.750 5 2050 $ 500 $ 500 3.750 6 2050 400 400 6.500 7 2055 1,000 5.625 2078 200 200 5.875 2078 280 280 5.875 2079 630 630 $ 3,010 $ 2,010 Term loan facilities variable 2025 $ $ 90 variable 2025 400 $ $ 490 Total CMS Energy, parent only $ 6,285 $ 5,025 CMS Energy subsidiaries Consumers $ 12,196 $ 11,370 NorthStar Clean Energy Revolving credit facility variable 8 2028 235 150 Construction financing agreement 9 variable Five years after conversion date 223 Total principal amount outstanding $ 18,939 $ 16,545 Current amounts (950) (1,192) Unamortized discounts (28) (29) Unamortized issuance costs (154) (130) Total CMS Energy long-term debt $ 17,807 $ 15,194 1 Holders of the convertible senior notes may convert their notes at their option in accordance with the conditions outlined in the related indentures. CMS Energy will settle conversions of the notes in accordance with the terms outlined in the related indentures. The conversion rate will be subject to adjustment for anti-dilutive …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Presented in the following tables are the components of operating revenue: In Millions Year Ended December 31, 2025 Electric Utility Gas Utility NorthStar Clean Energy 1 Consolidated CMS Energy, including Consumers Consumers utility revenue $ 5,578 $ 2,468 $ $ 8,046 Other 259 259 Revenue recognized from contracts with customers $ 5,578 $ 2,468 $ 259 $ 8,305 Leasing income 149 149 Financing income 10 6 16 Consumers alternative-revenue programs 50 19 69 Total operating revenue CMS Energy $ 5,638 $ 2,493 $ 408 $ 8,539 Consumers Consumers utility revenue Residential $ 2,661 $ 1,701 $ 4,362 Commercial 1,888 538 2,426 Industrial 762 62 824 Other 267 167 434 Revenue recognized from contracts with customers $ 5,578 $ 2,468 $ 8,046 Financing income 10 6 16 Alternative-revenue programs 50 19 69 Other non-segment revenue 1 Total operating revenue Consumers $ 5,638 $ 2,493 $ 8,132 1 Amounts represent NorthStar Clean Energys operating revenue from independent power production and its sales of energy commodities. In Millions Year Ended December 31, 2024 Electric Utility Gas Utility NorthStar Clean Energy 1 Consolidated CMS Energy, including Consumers Consumers utility revenue $ 4,995 $ 2,114 $ $ 7,109 Other 211 211 Revenue recognized from contracts with customers $ 4,995 $ 2,114 $ 211 $ 7,320 Leasing income 105 105 Financing income 10 5 15 Consumers alternative-revenue programs 56 19 75 Total operating revenue CMS Energy $ 5,061 $ 2,138 $ 316 $ 7,515 Consumers Consumers utility revenue Res …

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Stock-based Compensation CMS Energy and Consumers provide a PISP to officers, employees, and non-employee directors based on their contributions to the successful management of the company. The PISP has a ten - year term, expiring in May 2030. In 2025, all awards were in the form of restricted stock or restricted stock units. The PISP also allows for unrestricted common stock, stock options, stock appreciation rights, phantom shares, performance units, and incentive options, none of which was granted in 2025, 2024, or 2023. Shares awarded or subject to stock options, phantom shares, or performance units may not exceed 6.5 million shares from June 2020 through May 2030. CMS Energy and Consumers may issue awards of up to 3,965,601 shares of common stock under the PISP as of December 31, 2025. Shares for which payment or exercise is in cash, as well as shares that expire, terminate, or are canceled or forfeited, may be awarded or granted again under the PISP. All awards under the PISP vest fully upon death. Upon a change of control of CMS Energy or termination under an officer separation agreement, the awards will vest in accordance with specific officer agreements. If stated in the award, for restricted stock recipients who terminate employment due to retirement or disability, a pro-rata portion of the award will vest upon termination, with any market-based award also contingent upon the outcome of the market condition and any performance-based award contingent upon the outcome …

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Income Taxes CMS Energy and its subsidiaries file a consolidated U.S. federal income tax return as well as a Michigan Corporate Income Tax return for the unitary business group and various other state unitary group combined income tax returns. Income taxes are allocated based on each companys separate taxable income in accordance with the CMS Energy tax sharing agreement. Presented in the following table is the difference between actual income tax expense on continuing operations and income tax expense computed by applying the statutory U.S. federal income tax rate: In Millions, Except Tax Rate Amount Percent Amount Percent Amount Percent Years Ended December 31 2025 2024 2023 CMS Energy, including Consumers Income from continuing operations before income taxes $ 1,248 $ 1,123 $ 954 Income tax expense at statutory rate 262 21.0 % 236 21.0 % 200 21.0 % Increase (decrease) in income taxes from: State and local income taxes, net of federal income tax effect 1 77 6.2 58 5.1 40 4.2 Tax credits Renewable energy tax credits (68) (5.4) (71) (6.4) (55) (5.8) Other (6) (0.5) (6) (0.5) (7) (0.7) Nontaxable or nondeductible items 3 0.2 4 0.4 3 0.3 Changes in unrecognized tax benefits 9 0.7 2 0.2 (11) (1.2) Other adjustments TCJA excess deferred taxes (42) (3.4) (43) (3.8) (40) (4.2) Deferred tax adjustment 2 (16) (1.4) Taxes attributable to noncontrolling interests 15 1.2 12 1.1 17 1.8 Other, net (4) (0.3) Income tax expense $ 246 $ 176 $ 147 Effective tax rate 19.7 % 15.7 % 15.4 % In Mi …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Implementation of New Accounting Standards ASU 2023-09, Incomes Taxes (Topic 740): Improvements to Income Tax Disclosures: This standard, which was effective on January 1, 2025 for CMS Energy and Consumers, requires expanded annual disclosures of the income taxes, including a more detailed reconciliation of the effective tax rate and disaggregated information on federal and state income taxes. The standard also requires disclosure of significant reconciling items and qualitative information about state and local jurisdictions contributing to income tax expense. The adoption of the new standard did not impact CMS Energys or Consumers liquidity, financial condition, or results of operations. The expanded disclosures required by this standard are included in Note 13, Income Taxes. New Accounting Standards Not Yet Effective ASU 2024-03, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses: This standard requires public companies to provide disaggregated information about certain expense categories presented on the income statement. The guidance calls for annual and interim disclosures that separate specified components, such as employee compensation, depreciation, and amortization, within relevant expense line items in the notes to the financial statements. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Retirement Benefits Benefit Plans: CMS Energy and Consumers provide pension, OPEB, and other retirement benefits to eligible employees under a number of different plans. These plans include: non-contributory, qualified DB Pension Plans (closed to new non-union participants as of July 1, 2003 and closed to new union participants as of September 1, 2005) a non-contributory, qualified DCCP for employees hired on or after July 1, 2003 benefits to certain management employees under a non-contributory, nonqualified DB SERP (closed to new participants as of March 31, 2006) a non-contributory, nonqualified DC SERP for certain management employees hired or promoted on or after April 1, 2006 a contributory, qualified defined contribution 401(k) plan health care and life insurance benefits under an OPEB Plan DB Pension Plans: Participants in the pension plans include present and former employees of CMS Energy and Consumers, including certain present and former affiliates and subsidiaries. Pension plan trust assets are not distinguishable by company. Effective December 31, 2017, CMS Energys and Consumers then-existing pension plan was amended to include only retired and former employees already covered; this amended plan is referred to as DB Pension Plan B. Also effective December 31, 2017, active employees were moved to a newly created pension plan, referred to as DB Pension Plan A, whose benefits mirror those provided under DB Pension Plan B. Maintaining separate plans for the two grou …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

Exit Activities and Asset Sales J.H. Campbell Retirement: Under its integrated resource plan, Consumers had planned to retire J.H. Campbell in 2025. In order to ensure necessary staffing at J.H. Campbell through the planned retirement, Consumers implemented a retention incentive program. Consumers made final payments under this retention plan in November 2025. The aggregate cost of this program was $48 million, which has been deferred as a regulatory asset. The MPSC has approved recovery of these retention costs over three years. The retirement of J.H. Campbell is subject to temporary extensions under emergency orders issued by the U.S. Secretary of Energy. As a result, Consumers has implemented retention measures to ensure appropriate staffing levels and expects to incur up to $4 million during each 90-day emergency order period. Consumers will seek recovery of these retention costs from FERC, consistent with rate recovery sought for other costs of complying with the emergency orders. For additional information on the emergency orders associated with J.H. Campbell, see Note 3, Regulatory Matters. Presented in the following table is a reconciliation of the retention benefit liability recorded in other current liabilities on Consumers consolidated balance sheets: In Millions Year Ended December 31 2025 2024 Retention benefit liability at beginning of period $ 14 $ 16 Costs deferred as a regulatory asset 7 8 Costs paid or settled (19) (10) Retention benefit liability at the end …

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Revenue Presented in the following tables are the components of operating revenue: In Millions Year Ended December 31, 2025 Electric Utility Gas Utility NorthStar Clean Energy 1 Consolidated CMS Energy, including Consumers Consumers utility revenue $ 5,578 $ 2,468 $ $ 8,046 Other 259 259 Revenue recognized from contracts with customers $ 5,578 $ 2,468 $ 259 $ 8,305 Leasing income 149 149 Financing income 10 6 16 Consumers alternative-revenue programs 50 19 69 Total operating revenue CMS Energy $ 5,638 $ 2,493 $ 408 $ 8,539 Consumers Consumers utility revenue Residential $ 2,661 $ 1,701 $ 4,362 Commercial 1,888 538 2,426 Industrial 762 62 824 Other 267 167 434 Revenue recognized from contracts with customers $ 5,578 $ 2,468 $ 8,046 Financing income 10 6 16 Alternative-revenue programs 50 19 69 Other non-segment revenue 1 Total operating revenue Consumers $ 5,638 $ 2,493 $ 8,132 1 Amounts represent NorthStar Clean Energys operating revenue from independent power production and its sales of energy commodities. In Millions Year Ended December 31, 2024 Electric Utility Gas Utility NorthStar Clean Energy 1 Consolidated CMS Energy, including Consumers Consumers utility revenue $ 4,995 $ 2,114 $ $ 7,109 Other 211 211 Revenue recognized from contracts with customers $ 4,995 $ 2,114 $ 211 $ 7,320 Leasing income 105 105 Financing income 10 5 15 Consumers alternative-revenue programs 56 19 75 Total operating revenue CMS Energy $ 5,061 $ 2,138 $ 316 $ 7,515 Consumers Consumers utility rev …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Reportable Segments Reportable segments consist of business units defined by the products and services they offer. CMS Energys and Consumers chief operating decision-maker is the CEO. The chief operating decision-maker evaluates segment performance and profitability using net income available to CMS Energys common stockholders. This metric provides a clear, consistent basis for analyzing the financial results of each segment and supports decision-making regarding the allocation of resources. Resource allocation to CMS Energys and Consumers segments begins with the annual budgeting process, which establishes initial funding and resource levels for each segment. The budget incorporates key financial and operational inputs, including anticipated revenues, expenses, and capital requirements, aligning with CMS Energys and Consumers strategic objectives and regulatory obligations. The chief operating decision-maker reviews budget-to-actual variances on a monthly basis and makes interim decisions to reallocate resources among segments as needed, ensuring a timely and effective response to changing conditions. For the electric utility and gas utility segments, the chief operating decision-maker uses this assessment to determine whether the segments are achieving their regulatory authorized return on equity. Accounting policies for CMS Energys and Consumers segments are as described in Note 1, Significant Accounting Policies. The consolidated financial statements reflect the assets, l …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Financings and Capitalization Financings: Presented in the following table is a summary of major long-term debt issuances during the six months ended June 30, 2026: Principal (In Millions) Interest Rate (%) Issuance Date Maturity Date NorthStar Clean Energy Term loan 1 $ 24 variable April 2026 June 2031 Term loan 1 90 variable June 2026 June 2031 Construction financing agreement 2 252 variable March 2026 Five years after conversion date Total NorthStar Clean Energy $ 366 Consumers First mortgage bonds $ 850 5.125 May 2026 May 2036 Total Consumers $ 850 Total CMS Energy $ 1,216 1 At completion of project construction, NorthStar Clean Energy converted construction financing agreements into term loans. 2 At completion of project construction, scheduled for the second half of 2026, NorthStar Clean Energy expects to convert $133 million of these outstanding borrowings into term loans maturing five years after the conversion date and to repay the remaining $119 million. Retirements: Presented in the following table is a summary of major long-term debt retirements during the six months ended June 30, 2026: Principal (In Millions) Interest Rate (%) Retirement Date Maturity Date CMS Energy, parent only Senior notes $ 300 3.000 May 2026 May 2026 Total CMS Energy, parent only $ 300 NorthStar Clean Energy Construction financing agreement 1 $ 270 variable June 2026 June 2026 Total NorthStar Clean Energy $ 270 Consumers First mortgage bonds $ 115 5.240 May 2026 May 2026 Total Consumers $ 1 …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Presented in the following tables are the components of operating revenue: In Millions Three Months Ended June 30, 2026 Electric Utility Gas Utility NorthStar Clean Energy 1 Consolidated CMS Energy, including Consumers Consumers utility revenue $ 1,333 $ 386 $ $ 1,719 Other 89 89 Revenue recognized from contracts with customers $ 1,333 $ 386 $ 89 $ 1,808 Leasing income 14 14 Financing income 3 2 5 Consumers alternative-revenue programs 2 2 Total operating revenue CMS Energy $ 1,338 $ 388 $ 103 $ 1,829 Consumers Consumers utility revenue Residential $ 629 $ 279 $ 908 Commercial 467 81 548 Industrial 188 7 195 Other 49 19 68 Revenue recognized from contracts with customers $ 1,333 $ 386 $ 1,719 Financing income 3 2 5 Alternative-revenue programs 2 2 Total operating revenue Consumers $ 1,338 $ 388 $ 1,726 1 Amounts represent NorthStar Clean Energys operating revenue from independent power production and its sales of energy commodities. Certain of NorthStar Clean Energys power sales agreements are accounted for as operating leases. In addition to fixed payments, these agreements have variable payments based on energy delivered. NorthStar Clean Energys leasing income included variable lease payments of $9 million for the three months ended June 30, 2026. In Millions Three Months Ended June 30, 2025 Electric Utility Gas Utility NorthStar Clean Energy 1 Consolidated CMS Energy, including Consumers Consumers utility revenue $ 1,355 $ 385 $ $ 1,740 Other 58 58 Revenue recognized from …

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Income Taxes Presented in the following table is a reconciliation of the statutory U.S. federal income tax rate to the effective income tax rate from continuing operations: Six Months Ended June 30 2026 2025 CMS Energy, including Consumers Income tax expense at statutory rate 21.0 % 21.0 % Increase (decrease) in income taxes from: State and local income taxes, net of federal income tax effect 1 5.5 7.2 Tax credits Renewable energy tax credits (5.5) (5.7) Other (0.6) (0.2) Nontaxable or nondeductible items 0.2 0.2 Changes in unrecognized tax benefits 2 3.9 0.5 Other adjustments Taxes attributable to noncontrolling interests 4.3 1.3 TCJA excess deferred taxes (3.3) (3.6) Property differences (1.4) (0.5) Other, net (0.1) 0.2 Effective tax rate 24.0 % 20.4 % Consumers Income tax expense at statutory rate 21.0 % 21.0 % Increase (decrease) in income taxes from: State and local income taxes, net of federal income tax effect 1 4.6 6.7 Tax credits Renewable energy tax credits (4.3) (3.3) Other (0.5) (0.4) Nontaxable or nondeductible items 0.2 0.2 Changes in unrecognized tax benefits 2 3.0 0.4 Other adjustments TCJA excess deferred taxes (2.5) (3.0) Property differences (1.1) (0.3) Other, net 0.2 (0.3) Effective tax rate 20.6 % 21.0 % 1 In June 2025, state deferred tax balances were increased by $12 million to reflect a change in Illinois tax policy that establishes nexus for Consumers. The policy change is effective for tax years beginning January 1, 2026. 2 The change in unrecognized …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

New Accounting Standards Not Yet Effective ASU 2024-03, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses: This standard requires public companies to provide disaggregated information about certain expense categories presented on the income statement. The guidance calls for annual and interim disclosures that separate specified components, such as employee compensation, depreciation, and amortization, within relevant expense line items in the notes to the financial statements. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. CMS Energy and Consumers will adopt the guidance upon the effective date. The standard will not have an impact on CMS Energys or Consumers consolidated net income, cash flows, or financial position. ASU 2025-06, IntangiblesGoodwill and OtherInternal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software: This standard updates guidance for capitalizing costs related to internal-use software development. The amendments remove references to the previous project stage model and clarify the threshold for when capitalization should begin, focusing on whether completion of the project is probable. The amendments are effective for annual and interim reporting periods beginning after December 15, 2027. Th …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Retirement Benefits CMS Energy and Consumers provide pension, OPEB, and other retirement benefits to eligible employees under a number of different plans. Costs: Presented in the following table are the costs (credits) and other changes in plan assets and benefit obligations incurred in CMS Energys and Consumers retirement benefit plans: In Millions DB Pension Plans OPEB Plan Three Months Ended Six Months Ended Three Months Ended Six Months Ended June 30 2026 2025 2026 2025 2026 2025 2026 2025 CMS Energy, including Consumers Net periodic credit Service cost $ 6 $ 7 $ 12 $ 13 $ 2 $ 2 $ 4 $ 4 Interest cost 25 27 50 54 9 11 19 22 Expected return on plan assets (59) (57) (119) (114) (31) (28) (62) (56) Amortization of: Net loss 3 2 7 5 1 2 Prior service cost (credit) 1 1 2 2 (8) (8) (16) (17) Settlement loss 2 2 5 5 Net periodic credit $ (22) $ (18) $ (43) $ (35) $ (28) $ (22) $ (55) $ (45) Consumers Net periodic credit Service cost $ 6 $ 6 $ 12 $ 12 $ 2 $ 2 $ 4 $ 4 Interest cost 24 25 47 51 9 11 19 21 Expected return on plan assets (56) (54) (112) (108) (29) (26) (58) (52) Amortization of: Net loss 3 3 6 5 1 2 Prior service cost (credit) 1 1 2 2 (8) (9) (16) (17) Settlement loss 2 2 5 5 Net periodic credit $ (20) $ (17) $ (40) $ (33) $ (26) $ (21) $ (51) $ (42) In Consumers electric and gas rate cases, the MPSC approved a mechanism allowing Consumers to defer for future recovery or refund pension and OPEB expenses above or below the amounts used to set existing rates. Amounts de …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

Exit Activities and Asset Sales J.H. Campbell Retirement: The retirement of J.H. Campbell is subject to temporary extensions under emergency orders issued by the U.S. Secretary of Energy. As a result, Consumers has implemented retention measures to ensure appropriate staffing levels and expects to incur up to $4 million during each 90-day emergency order period. Consumers will seek recovery of these retention costs from FERC, consistent with rate recovery sought for other costs of complying with the emergency orders. For additional information on the emergency orders associated with J.H. Campbell, see Note 2, Regulatory Matters. Presented in the following table is a reconciliation of the retention benefit liability recorded in other current liabilities on Consumers consolidated balance sheets: In Millions Six Months Ended June 30 2026 2025 1 Retention benefit liability at beginning of period $ 2 $ 14 Costs deferred as a regulatory asset 7 3 Costs paid or settled (7) Retention benefit liability at the end of the period $ 2 $ 17 1 Includes amounts associated with a retention incentive program established under Consumers IRP in connection with the planned retirement of J.H. Campbell in May 2025. Final payments under this program were made in November 2025. Sale of Hydroelectric Facilities: In September 2025, Consumers signed an agreement to sell its 13 river hydroelectric dams, which are located throughout Michigan, to a non-affiliated company. Additionally, Consumers signed an …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

Revenue Presented in the following tables are the components of operating revenue: In Millions Three Months Ended June 30, 2026 Electric Utility Gas Utility NorthStar Clean Energy 1 Consolidated CMS Energy, including Consumers Consumers utility revenue $ 1,333 $ 386 $ $ 1,719 Other 89 89 Revenue recognized from contracts with customers $ 1,333 $ 386 $ 89 $ 1,808 Leasing income 14 14 Financing income 3 2 5 Consumers alternative-revenue programs 2 2 Total operating revenue CMS Energy $ 1,338 $ 388 $ 103 $ 1,829 Consumers Consumers utility revenue Residential $ 629 $ 279 $ 908 Commercial 467 81 548 Industrial 188 7 195 Other 49 19 68 Revenue recognized from contracts with customers $ 1,333 $ 386 $ 1,719 Financing income 3 2 5 Alternative-revenue programs 2 2 Total operating revenue Consumers $ 1,338 $ 388 $ 1,726 1 Amounts represent NorthStar Clean Energys operating revenue from independent power production and its sales of energy commodities. Certain of NorthStar Clean Energys power sales agreements are accounted for as operating leases. In addition to fixed payments, these agreements have variable payments based on energy delivered. NorthStar Clean Energys leasing income included variable lease payments of $9 million for the three months ended June 30, 2026. In Millions Three Months Ended June 30, 2025 Electric Utility Gas Utility NorthStar Clean Energy 1 Consolidated CMS Energy, including Consumers Consumers utility revenue $ 1,355 $ 385 $ $ 1,740 Other 58 58 Revenue recogniz …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Reportable Segments Reportable segments consist of business units defined by the products and services they offer. CMS Energys and Consumers chief operating decision-maker is the CEO. The chief operating decision-maker evaluates segment performance and profitability using net income available to CMS Energys common stockholders. This metric provides a clear, consistent basis for analyzing the financial results of each segment and supports decision-making regarding the allocation of resources. Resource allocation to CMS Energys and Consumers segments begins with the annual budgeting process, which establishes initial funding and resource levels for each segment. The budget incorporates key financial and operational inputs, including anticipated revenues, expenses, and capital requirements, aligning with CMS Energys and Consumers strategic objectives and regulatory obligations. The chief operating decision-maker reviews budget-to-actual variances on a monthly basis and makes interim decisions to reallocate resources among segments as needed, ensuring a timely and effective response to changing conditions. For the electric utility and gas utility segments, the chief operating decision-maker uses this assessment to determine whether the segments are achieving their regulatory authorized return on equity. CMS Energy The segments reported for CMS Energy are: electric utility, consisting of regulated activities associated with the generation, purchase, distribution, and sale of elect …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing