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How CMS rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

38%

of sentences unchanged

Added

544

new sentences

Dropped

498

sentences removed

Length

+2,080

words, now 51,061

New in FY2025

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 3, Regulatory Matters and Note 4, Contingencies and Commitments.
Consumers Electric Utility Outlook and Uncertainties Energy Supply: Consumers’ Electric Supply Plan, its long-term strategy for delivering safe, reliable, affordable, clean, and equitable energy to its customers, is outlined in its integrated resource plan and incorporates Consumers’ Renewable Energy Plan.
The Electric Supply Plan is Consumers’ blueprint for compliance with Michigan’s 2023 Energy Law and for advancing sustainability objectives.
Among other things, the 2023 Energy Law: • increased the renewable energy standard from 15 percent to 50 percent by 2030 and 60 percent by 2035 • established a clean energy standard of 80 percent by 2035 and 100 percent by 2040; low- or zero‑carbon emitting resources, such as nuclear generation and natural gas generation coupled with carbon capture, qualify as clean energy sources under this standard • created a new energy storage standard, requiring electric utilities to file plans by 2029 to help achieve a statewide target of 2,500 MW; the MPSC Staff has indicated that Consumers’ share of this target is 817 MW Consumers’ integrated resource planning process provides a clear path toward these goals.
Updates to its integrated resource plan will be filed in 2026 to reinforce and expand that pathway, while recent updates to the Renewable Energy Plan—approved by the MPSC in September 2025—position Consumers to achieve 60‑percent renewable energy by 2035 and 100‑percent clean energy by 2040.
To meet these objectives, Consumers is executing a multi-faceted strategy: • Ending the use of coal — In 2023, Consumers retired the D.E.
Karn coal-fueled generating units, totaling 515 MW of nameplate capacity, and as authorized by the MPSC, issued securitization bonds to finance the recovery of and return on those units.
Additionally, Consumers obtained MPSC approval to retire J.H.
Campbell in May 2025, totaling 1,407 MW of nameplate capacity, and to recover its remaining book value plus a 9.0‑percent return on equity through regulatory asset treatment upon its retirement.
As discussed further below, the retirement of J.H.
Campbell is subject to temporary extensions under emergency orders issued by the U.S.
Secretary of Energy. • Resource adequacy and reliability — To maintain reliability during the transition, Consumers purchased the Covert Generating Station, representing 1,200 MW of nameplate capacity, in 2023.
Additionally, in September 2025, Consumers entered into a new 10‑year PPA with the MCV Partnership for the purchase of up to 1,240 MW of capacity and associated energy from the MCV Facility, effective June 1, 2030. • Energy storage investments — Consumers has contracted to purchase 850 MW of capacity from battery storage facilities to be located in Michigan’s Lower Peninsula and with expected commercial operation dates through 2028. • Renewable expansion — Recent Renewable Energy Plan updates include up to 4,000 MW of wind energy resources and up to 9,000 MW of both purchased and owned solar energy resources, of which 1,060 MW will support Consumers’ voluntary green pricing program.
Presented in the following illustration is the aggregate renewable capacity that Consumers expects to add to its portfolio through PPAs and owned generation under its integrated resource plan, voluntary green pricing program, and Renewable Energy Plan updates: The company earns a return equal to its pre-tax weighted-average cost of capital on permanent capital structure for payments under new clean, renewable, or energy storage PPAs with non-affiliated entities.
Consumers will continue to competitively bid new capacity and energy resources, ensuring a balanced portfolio of intermittent renewables and dispatchable clean resources.
Through these integrated plans, Consumers is advancing Michigan’s clean energy transition while maintaining system reliability, affordability, and regulatory compliance.
Campbell Emergency Orders: In May 2025, before the planned closure of J.H.
Secretary of Energy issued an emergency order under section 202(c) of the Federal Power Act requiring J.H.
Campbell to continue operating for 90 days, through August 20, 2025.
Secretary of Energy issued two additional emergency orders for 90 days each, ultimately requiring continued operation of J.H.
These orders stated that continued operation of J.H.
Campbell was required to meet an energy emergency across MISO’s North and Central regions.
Consistent with the Federal Power Act and DOE regulations, the orders authorize Consumers to obtain cost recovery at FERC.
As directed, Consumers has continued to make J.H.
Campbell available in the MISO market and, in June 2025, filed a complaint at FERC seeking a modification of the MISO Tariff to establish a mechanism for recovery and allocation of the cost to comply with this order.
In August 2025, FERC granted Consumers’ complaint and ordered MISO to revise its tariff accordingly.
MISO submitted a compliance filing with FERC in September 2025, and FERC approval of the compliance filing remains pending.
For additional discussion of this FERC proceeding and Consumers’ request for recovery, see Item 8.
Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 3, Regulatory Matters.
Following the May 2025 emergency order, several third-party stakeholders, including the Michigan Attorney General, the Organization of MISO States, and a group of environmental and public interest groups, asked the U.S.
Secretary of Energy to reconsider the May 2025 emergency order.
Secretary of Energy took no action on those requests, several parties filed petitions for review of the May 2025 emergency order in federal court.
The requests for rehearing were subsequently denied, and similar challenges to the August and November 2025 orders are underway.
Secretary of Energy may issue more orders to require the continued operation of J.H.
While the timing and content of future orders and the outcome of third-party legal challenges are not yet known, Consumers is committed to pursuing cost recovery as provided for under applicable laws, orders, and proceedings.
Over the next five years, Consumers expects weather-normalized electric deliveries to increase compared to 2025.
Actual delivery levels will depend on: • energy conservation measures and results of energy waste reduction programs • weather fluctuations • Michigan’s economic conditions, including data center expansion; utilization, expansion, or contraction of large commercial and industrial facilities; economic development; population trends; electric vehicle adoption; and housing activity Electric ROA: Michigan law allows electric customers in Consumers’ service territory to buy electric generation service from alternative electric suppliers in an aggregate amount capped at 10 percent of Consumers’ sales, with certain exceptions.
At December 31, 2025, electric deliveries under the ROA program were at the 10‑percent limit.
The complaint requested the federal court to issue a permanent injunction prohibiting the MPSC from implementing a local clearing requirement on individual electric providers.
ABATE and the other intervenor filed a claim of appeal of the Eastern District Court’s decision with the U.S.

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Gone since FY2024

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 2, Regulatory Matters and Note 3, Contingencies and Commitments.
Consumers Electric Utility Outlook and Uncertainties Energy Transformation: Consumers’ Clean Energy Plan details its long-term strategy for delivering safe, reliable, affordable, clean, and equitable energy to its customers.
Coupled with Consumers’ renewable energy plan, the Clean Energy Plan will be Consumers’ blueprint to meeting the requirements of the 2023 Energy Law.
Among other things, this law: • raised the renewable energy standard from the present 15 ‑ percent requirement to 50 percent by 2030 and 60 percent by 2035 • set a clean energy standard of 80 percent by 2035 and 100 percent by 2040; low- or zero-carbon emitting resources, such as nuclear generation and natural gas generation coupled with carbon capture, are considered clean energy sources under this standard • created a new energy storage standard that requires electric utilities to file plans by 2029 to obtain new energy storage that will contribute to a Michigan target of 2,500 MW based on their pro rata share While Consumers’ existing Clean Energy Plan, established under Michigan’s integrated resource planning process, provides a path towards meeting these requirements, Consumers will file updates to the plan in 2026 to expand and solidify that path.
Additionally, Consumers filed updates to its renewable energy plan in November 2024 to propose plans to meet the increased renewable energy standard.
Together, these plans will enable Consumers to achieve 60 percent renewable energy by 2035 and 100 percent clean energy by 2040.
Additionally, through its Clean Energy Plan, Consumers continues to make progress on expanding its customer programs, namely its demand response, energy efficiency, and conservation voltage reduction programs, as well as increasing its renewable energy generation.
Under its Clean Energy Plan, Consumers will eliminate the use of coal in owned generation in 2025.
Specifically, Consumers retired the D.E.
Karn coal-fueled generating units, totaling 515 MW of nameplate capacity, in June 2023 and plans to retire the J.H.
Campbell coal-fueled generating units, totaling 1,407 MW of nameplate capacity, in 2025.
The MPSC authorized Consumers to issue securitization bonds to finance the recovery of and return on the D.E.
Karn coal-fueled generating units; Consumers issued these bonds in December 2023.
Additionally, the MPSC has authorized regulatory asset treatment for Consumers to recover the remaining book value of the J.H.
Campbell coal-fueled generating units, as well as a 9.0‑percent return on equity, commencing in 2025.
In order to continue providing controllable sources of electricity to customers while expanding its investment in renewable energy, Consumers purchased the Covert Generating Station, a natural gas-fueled generating facility with 1,200 MW of nameplate capacity, in May 2023.
Consumers has also contracted to purchase 400 MW of capacity from battery storage facilities, which will be located in Michigan’s Lower Peninsula and are expected to be operational by 2027.
In its current form, the Clean Energy Plan forecasts additional capacity of 75 MW of battery storage by 2027 and 475 MW by 2040.
Under its Clean Energy Plan, Consumers bids new capacity and energy competitively and expects to own and operate all new wind capacity and approximately 50 percent of new solar capacity, with the remainder being built and owned by third parties.
Additionally, Consumers earns a return equal to its pre-tax weighted-average cost of capital on permanent capital structure on payments made under new clean, renewable, or energy storage PPAs with non-affiliated entities.
Under Consumers’ existing renewable energy plan, most recently amended and approved by the MPSC in August 2024, 15 percent of the electricity supplied to customers comes from renewable energy sources.
In accordance with this plan, Consumers has acquired three wind generation projects, totaling 517 MW of nameplate capacity, since 2020; the last of these projects became operational in December 2023.
The MPSC authorized Consumers to earn a 10.7 ‑ percent return on equity on these projects.
The MPSC also approved the execution of a 20 ‑ year PPA under which Consumers will purchase 100 MW of renewable capacity, energy, and RECs from a solar generating facility that began operations in October 2024.
In November 2024, Consumers filed updates to its renewable energy plan, proposing an addition of up to 9,000 MW of both purchased and owned solar energy resources.
Of this amount, 1,060 MW of projects would support Consumers’ voluntary green program that provides full-service electric customers with the opportunity to advance the development of renewable energy beyond the present 15 ‑ percent requirement.
Under this program, Consumers competitively solicits additional renewable energy assets based on customer applications.
In the updates to its renewable energy plan, Consumers also proposed the addition of up to 2,800 MW of new, competitively bid wind capacity in Michigan and the co-location of battery energy storage with its renewable energy assets to optimize those assets.
Presented in the following illustration is the aggregate renewable capacity that Consumers expects to add to its portfolio through PPAs and owned generation proposed in its existing Clean Energy Plan and the updates to its renewable energy plan: Consumers continues to evaluate the acquisition of additional capacity from intermittent resources and dispatchable, non ‑ intermittent clean capacity resources (including battery storage resources).
Over the next five years, Consumers expects weather-normalized electric deliveries to increase compared to 2024.
Actual delivery levels will depend on: • energy conservation measures and results of energy waste reduction programs • weather fluctuations • Michigan’s economic conditions, including utilization, expansion, or contraction of large commercial and industrial facilities, economic development, population trends, electric vehicle adoption, and housing activity Electric ROA: Michigan law allows electric customers in Consumers’ service territory to buy electric generation service from alternative electric suppliers in an aggregate amount capped at ten percent of Consumers’ sales, with certain exceptions.
At December 31, 2024, electric deliveries under the ROA program were at the ten‑percent limit.
The complaint requests the federal court to issue a permanent injunction prohibiting the MPSC from implementing a local clearing requirement on individual electric providers.
In March 2023, ABATE and the other intervenor filed a claim of appeal of the Eastern District Court’s decision with the U.S.
Hydroelectric Facilities: In February 2024, Consumers issued a request for proposals to explore the possibility of selling its 13 river hydroelectric dams located throughout Michigan.
Consumers has solicited community feedback on the dams’ futures, as federal operating licenses for the dams begin to expire in 2034.
Consumers continues to evaluate each dam’s future, options for which include, but are not limited to, renewing operating licenses, transferring ownership, or removing the facilities.
Consumers is committed to working with the MPSC to continue improving electric reliability and safety in Michigan. 2024 Electric Rate Case: In May 2024, Consumers filed an application with the MPSC seeking a rate increase of $325 million, made up of two components.
Presented in the following table are the components of the revised requested increase in revenue: In Millions Projected 12-Month Period Ending February 28 2026 Components of the requested rate increase Investment in rate base $ 144 Operating and maintenance costs 10 Sales and other revenue 41 Cost of capital 60 Subtotal $ 255 Surcharge 22 Total $ 277 The MPSC must issue a final order in this case before or in March 2025.
PSCR Plan: Consumers submitted its 2025 PSCR plan to the MPSC in September 2024 and, in accordance with its proposed plan, self-implemented the 2025 PSCR charge beginning in January 2025.

and 458 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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