Good morning, everyone. Welcome to the CMS Energy call to discuss the strategic sale of EnerBank. The news release issued earlier today and the presentation used in this webcast are available on CMS Energy's website in the investor relations section. This call is being recorded. After the presentation, we will conduct a question-and-answer session. Instructions will be provided at that time. If at any time during the conference you need to reach an operator, please press the star key followed by zero. Just a reminder, there will be a rebroadcast of this conference call today beginning at 2:00 P.M. Eastern Time, running through June 15th. This presentation is also being webcast and is available on CMS Energy's website in the investor relations section. At this time, I would like to turn the call over to Mr. Sri Maddipati, Vice President of Treasury and Investor Relations. Please go ahead. Thank you, Rocco. Good morning, everyone, and thank you for joining us today. With me are Garrick Rochow, President and Chief Executive Officer of CMS Energy, and Rejji Hayes, Executive Vice President and Chief Financial Officer of CMS Energy. This presentation contains forward-looking statements, which are subject to risks and uncertainties. Please refer to our SEC filings for more information regarding the risks and other factors that could cause our actual results to differ materially. This presentation also includes non-GAAP measures. Reconciliations of these measures to the most directly comparable GAAP measures are included in the appendix and posted on our website. Now it's on the call over to Garrick. Thank you, Sri, and thank you, everyone, for joining us. We appreciate your interest and are excited to be with you today. I've had the opportunity to meet with many of you over the past seven months, and I'm hopeful you picked up on a couple of themes. One is commitment to excellence. It shows up in our culture, our work, world-class coworker engagement, and best-in-class customer service. It shows in our commitment to the CE Way and industry-leading ESG performance. Ultimately, it shows in our track record, our success today and in the future. The second theme, preparing the company for the future. It shows up in our work on electric vehicles, our integrated resource plan, and as I often refer to it, our leadership on the clean energy transformation. These themes continue to be balanced across our triple bottom line commitments to people, planet, and profit, and are critical. Simply put, we are focused on leading a world-class energy company. This commitment and our focus means simplifying and streamlining our portfolio of businesses on energy, our core area of strength and expertise. The way I see it, this is both strategic and straightforward. Today, I am pleased to announce that after a very deliberate and robust strategic review and sale process, we have found a new home for EnerBank. Earlier today, we announced that we entered an agreement with Regions Bank, a subsidiary of Regions Financial Corporation, to sell 100% of EnerBank for $960 million, or 3x book equity. I couldn't be more pleased with this outcome. Regions is one of the country's leading financial institutions and will enable EnerBank to continue to deliver for homeowners, contractors, and program sponsors. Since its inception, EnerBank has been a valuable member of CMS Energy. I want to thank our EnerBank coworkers for their service and wish them all the best as they continue to grow after the close under new ownership. The proceeds from this transaction will fund key initiatives in our utility business related to safety, reliability, and our clean energy transformation by replacing our planned equity issuance needs over the next three years. The sale is subject to regulatory approvals, and we anticipate closing will likely occur in the fourth quarter of 2021. As I shared earlier, the rationale for selling the bank is strategic and straightforward. We are focused on leading a world-class energy company. Moving out of a non-core business at an attractive valuation and investing in the core in our utility makes perfect sense. This move is straightforward and ensures that our leadership and attention are squarely focused on the energy business. The customer investments we are making provide safe, clean, affordable, and reliable energy, and we know that you, our investors, value this approach. Now I'll hand the call over to Rejji. Thank you, Garrick, and thank you all for joining us. First, I would like to echo Garrick's earlier remarks and thank the leadership team and employees, past and present, at EnerBank. Their operational and financial performance over the past several years has been nothing short of exceptional and has been an honor for me to serve as their board chair over the past three years. Moving on to additional details associated with the transaction. As you can see on slide six, we are moving EnerBank's expected EPS contribution of $0.22 for 2021 in our current guidance to discontinued operations. You'll recall that we highlighted during our first quarter earnings call that the bank was well-positioned to deliver toward the high end of its earnings guidance range for the year, and that still aligns with our expectations. As such, our adjusted EPS from our continuing operations in 2021 is estimated at $2.61-$2.65 Our consolidated adjusted EPS guidance is unchanged at $2.83-$2.87 for the year. Looking ahead, as you'll note on slide seven, we are introducing 2022 adjusted earnings guidance of $2.85-$2.87 per share, which implies strong financial performance from continuing operations fueled by expected rate-based growth in our existing five-year customer investment plan at the utility, reduced debt financings, and the elimination of planned equity financings for the year. Needless to say, we have also excluded any expected EnerBank EPS contribution for 2022 with the working assumption that the transaction will close in the fourth quarter of 2021. In other words, this efficient recycling of capital will enable us to deliver year-over-year consolidated EPS growth in 2022 and positions us well to continue our long-term growth trajectory of 6%-8% per year. Moving on to other key details related to the transaction, it is important to note that we have not historically relied on dividend distributions for EnerBank. As such, we intend to maintain the current dividend of $1.74 per share, which we increased earlier this year. Longer term, we plan to grow the dividend in line with earnings as we have in the past, with a targeted payout ratio of approximately 60%. From a balance sheet perspective, we are confident that this transaction will maintain our solid investment-grade ratings and preserve our targeted mid-teens FFO- to- debt. Lastly, given the sale, we do not anticipate the need to issue any equity from 2022 through 2024, which provides more certainty in our ability to deliver consistent, industry-leading financial performance over the long run. Switching gears to our long-term financial planning, I'll remind everyone that we have ample customer investment opportunities at the utility. In fact, our $25 billion 10-year capital plan excludes $3 billion-$4 billion of additional opportunities given affordability, workforce capacity, and balance sheet constraints. The EnerBank transaction offers a potential catalyst to enable incremental customer investments at the utility. As illustrated on slide eight, I foresee a potential path to fund key initiatives around safety, reliability, and clean energy generation without the dilutive impact of new equity. With that, I'll hand it back to Garrick for some closing remarks before Q&A. Thanks, Rejji. What does this all mean? It means that our simple investment thesis gets even simpler and more utility-focused. We continue to believe our model and track record of performance provides the most compelling story in the sector. We are a leader in the clean energy transformation, and this transaction will further enhance those efforts. Combined with Michigan's constructive legislation and regulatory framework and our ability to create headroom by keeping customer bills affordable, we now have greater flexibility to invest more in infrastructure renewal. By eliminating our equity needs over the near term and investing in our core business, we strengthen and lengthen our runway to deliver 6%-8% adjusted EPS growth. We believe this simple investment thesis will continue to deliver a compelling total shareholder return for our investors for years to come. With that, Rocco, please open up the lines for questions. Thank you very much, Garrick. The question-and-answer session will be conducted electronically. If you would like to ask a question please do so by pressing the star key followed by the digit one on your touch-tone phone. If you are using the speaker function please make sure you pick up your handset before touching the keys. We will proceed in the order you signal us and will take as many questions if time permits. If you find your questions have been answered you may remove yourself by pressing the star key followed by the digit two on your touch-tone phone. Will pause for just a second. Today's first question comes from Jeremy Tonet with JPMorgan. Please go ahead. Hi, good morning. Good morning, Jeremy. How are you today? Good. Thank you. I was just curious if you could give a little bit of background on how this all came together here. Was this something that you guys had been exploring for some point? Did they approach you? Did you approach them? Just trying to see why now versus any point later or earlier to transact here? Well, I'll offer some comments and certainly invite Rejji to the conversation, too. I would just offer this. What I shared earlier in my prepared remarks was this deliberate approach and a very strategic and straightforward approach. Again, we are focused on a world-class energy company, and what that means is, again, shared in the information, greater than 95% of our pro forma earnings come from a utility, a small part in enterprises, and this is where we're focused. We went through an exhaustive type of decision-making process. We've shared some of that in previous one-on-one conversations as we thought about the bank. Let me be clear, this is a non-core asset, and we are moving from a non-core business into our core. We're doing that at an attractive valuation and investing in the utility. To me, it makes great sense. Rejji, again, feel free to offer more. No, Garrick, I think you've covered all the key aspects, and I would just reemphasize that it was a nice broad process. This was not a source of reverse inquiry, but we thought that it was a very nice process with a good amount of strategic buyers, and we're pleased that we ended up being able to do a trade with Regions here. Got it. That's very helpful. Just want to be very clear as we think about 2022 and the dividend growth rate. It seems like the dividend would grow something less than 7% next year, given that EPS is growing less than 7%, kind of on a normalized basis here when considering the consolidated versus the sold assets. Just wondering if 2022 is kind of a rebase for 7% growth, or am I thinking about that the wrong way? I guess the other side of it is if you're taking the equity off the table, would that lift kind of the back end of your growth rate because you no longer have that drag? Yeah, Jeremy. Yeah. Please, Rejji, walk through that. Yeah, Jeremy, I can take that. Let me start by saying, first and foremost, we don't want to get ahead of our board with respect to any type of prospective guidance on dividend per share. We feel very good about the fact that we did not need to change our existing dividend for 2021 at $1.74 per share. We did highlight that the payout ratio will be around 60%. Based on our guidance for 2022, you can extrapolate as you see fit. Again, we don't want to be presumptuous here because we haven't offered a recommendation to our board at this point. With respect to the question around the lack of equity issuance, that certainly is helpful. If you just think about the rate-based growth that we have forecasted in our existing five-year capital plan, so $13+ billion that we intend to execute on from 2021 through 2025. That equates to about over 7% rate-based growth. We're now taking out the vast majority of equity issuance from 2022 through 2024. Clearly that's going to help offset some of the earnings dilution associated with the bank. Clearly we did highlight that there are some opportunities to potentially grow that capital plan. Again, we don't want to get ahead of that process. Come Q1 of next year, we'll be in a position to provide more clarity on the capital plan going forward. Got it. I'll stop there. Thank you for taking my question. Our next question today comes from Steve Fleishman at Wolfe Research. Please go ahead. Morning, Steve. Hi. Can you hear me okay? Yeah. Great. Hi, Garrick. Yeah. Good. Thanks. I'll follow on that last question. Should we think about that $1 billion of incremental CapEx as being in your plan at this point, or that would still be kind of additive? Would that require equity, or would that also be doable without equity? I offer this. One, it'd be additive to the plan. Of course, we'll guide that through the regulatory process, ensuring that we continue to maintain affordability for all our customers. You should assume that. Again, we're not going to. We intend here's to no equity issuance over the course of the next three years through 2022 through 2024. Okay. Even with $1 billion more potentially? That's correct. Okay. When you guys have been giving your growth rate guidance, you've been referring to a bias to the midpoint in all your recent updates. I don't really see that in here. Could you kind of maybe update? Is there maybe a bias given the lack of equity above the midpoint now? Well, it's very deliberate, Steve. There is no bias, we're guiding to 6%-8%. You've known us long enough that we plan conservatively, and we've got good confidence and continue to deliver in that guidance range. As I stated earlier, we're going to just continue to be thoughtful about the deployment of capital from an affordability for all our customers perspective. Just it's what we do. You're used to our model there. Also, I just would offer this. We've done this year after year is when customers and our investors and kind of that flex process, we will do that as well. We believe that contributes to the consistency and the length and strength of, frankly, our financial performance. Okay, great. Thank you. Our next question today comes from Shar Pourreza at Guggenheim Partners. Please go ahead. Hey, guys. Hey, Garrick. Hey, Shar. Just two quick ones for me. Maybe just a little bit more of your thoughts on sort of as we're thinking about the dilution and maybe the offsets from the transaction. You're taking out $0.22 of earnings from the bank. Can you just elaborate maybe a little bit on the timing as we think about the organic growth redeployment? I guess, can you be a bit more specific on how that $0.22 gets backfilled, including any sort of regulatory approvals that are needed for the key initiatives that help offset the lost bank earnings? I guess, is there any kind of risk to not offsetting the $0.22 of drag? Yeah. I'll offer Rejji first whack, you might say, at this question, then I'll follow up if there's anything else. Yeah, Shar. We have taken into account, obviously, the absence of EnerBank's earnings over our planning period. When you think about the potential opportunity to increase the capital plan by about $1 billion, we would foresee that layering in not in 2022, obviously, given that our forward test years incorporate the current plan, but potentially from 2023 through 2025. We foresee an opportunity over that timeframe to get back to the prior trajectory. Now, clearly, we don't want to get ahead of the regulatory process. We don't want to get ahead of our planning process where we look at affordability in addition to workforce capacity. Clearly, the other constraint we've talked about in the past is balance sheet constraints, and this solves that third issue. We have to look at affordability and workforce capacity. We feel good about the opportunity to potentially incorporate another $1 billion. We would foresee that flowing in in 2023 through 2025, which would be incorporated in subsequent rate cases. Again, we do think we can backfill that in a reasonable amount of time. Got it. Then just, I'm sure this is something very small and minor, but is there any sort of dis-synergies that we should be thinking about from this transaction? Yeah, Shar. The business, to its full credit, was very well decoupled from the parent company. It had a standalone board, ran on its own, and there was very little commingled operations. Occasionally they'd get tax counsel and things of that nature, but it was really its own shop. We also, as you know, did not infuse any equity into the business for over a decade plus. It really was a standalone operation, and we do not think the decoupling of it, assuming we close, would lead to any dis-synergies on either side. Perfect. Thank you, guys. Thanks, Garrick. Thanks, Rejji. Thank you. Yeah, thanks, Shar. Our next question today comes from Stephen Byrd with Morgan Stanley. Please go ahead. Hi. Good morning. Good morning. Morning, Stephen. Thanks. Just a couple of questions for me. Just wanted to confirm on tax leakage. Is there any tax leakage here on the proceeds? Yeah. Rejji, please, go on ahead. I can take that. I would say the quick answer is on a cash basis it's de minimis. As you know, we've got a pretty good balance of NOLs and tax credits, and those should soak up most of the potential taxes you'd have on the gain. Our rough estimate is about $30 million of cash in tax leakage. Obviously, on a book basis, if you just look at the book equity versus the purchase price, you'd have a pretty decent-sized book tax leakage. I think about 5x above that cash tax leakage I highlighted. On a book basis, fairly decent. On a cash basis, which is much more important here, of course, pretty de minimis. Got you. That's helpful. Sorry to go back to the question on use of proceeds, but just to be clear, when we think about the $900 and change million here, approximately how much of that would be essentially to avoid the issuances that you were already planning for your base plan versus how much would essentially be allocated for sort of incremental growth above the base plan? Yeah, Stephen, in the very near term, think about if we're assuming a Q4 close for the transaction, we'll get the proceeds right as we step into 2022. We have pretty substantial debt estimates in a call, roughly half a billion. Obviously the equity, which is a call a quarter of a billion. In the near term, it would obviate the need to issue any equity and reduce our debt financing needs substantially. We feel very good about the lack of any equity issuance needs from 2022 through 2024. You really forgo a lot of external funding needs. As we bring in the incremental capital that we've talked about at the utility safe in 2023 and beyond, as Garrick noted, we don't anticipate any additional equity to fund that. It funds in the short term, a lot of our external funding needs in the current plan. If we can weave in or incorporate additional capital investments in the utility in our subsequent five-year plan, we think it funds a good portion of that growth as well. Is that helpful? Yep. Yeah, that makes sense. We had you all at about $250 a year of equity, so obviously the $930 of net proceeds would take you beyond the three years. It would help to finance that $1 billion. I guess there's obviously a lot of focus on the stock price today on the dilution, but I guess the dilution is essentially smaller by 2024 because of that avoidance. You're obviously getting all the proceeds up front, but you're also losing all the earnings up front. I guess I've been thinking about it roughly as it's essentially issuing equity at a little over 15x earnings or thereabouts versus your overall company multiple, which is higher, but of course, this de-risks it. It refocuses on a utility business that gets a higher multiple. I guess that's kind of mathematically how I've been thinking through that. Does that kind of make sense? Yeah, that's exactly right. Essentially what this trade is when you cut through it, is that we are trading bank earnings for utility earnings, and we anticipate doing that in a relatively short period of time. Yes, of course, in the short term, as you redeploy the capital, you're going to have a little dilution given the loss of the bank's earnings. Over time, again, we expect to backfill that relatively quickly, and we think it's a much higher quality of earnings. To Garrick's earlier comment in his prepared remarks, we are focusing obviously the vast majority of the earnings in the business profile on what we know best, and that is the regulated utility business. Yep. Yeah, that makes sense. The dilution's a little higher, as you mentioned, because initially you'll avoid call it $250 million of equity. The other proceeds can be used to pay down debt, but that's going to look a little more dilutive near term, but then it starts to even out as you avoid those issuances later on. I guess sort of 2023 and beyond, as you kind of spend additional capital to increase earnings power further. Yeah, you said it right. The only thing I'll modify in your working assumption there is that it's not to pay down debt, to be clear, it's just the avoidance of new money issuances. Oh, yeah. Our plan, we issue new debt, new equity, we would forego or not have a need to issue either of those. It's not paying down debt, we're just reducing our planned debt financings for the year. Good point. That's all I had. Thank you so much. Thank you. Thank you. Our next question today comes from Julien Smith of Bank of America. Please go ahead. Welcome, Julien. Hey, good morning, team. Thanks so much for the time and the opportunity to connect here. I just want to be very clear about just the baseline and more importantly, where are you staying within it. Obviously, you have some time to reposition earnings over the cumulative CAGR period. Where would you say you are within that range to the extent to which you're able to articulate eventually some of these upside billion-dollar utility investments? Yeah. Julien, just to clarify, when you say range, do you mean the EPS guidance range? Just want to be clear that I address the right part. Oh, no. The 6%-8% here. Yeah. That's where I thought you were going. Okay. Again, as Garrick noted, we're guiding 6%-8%. We feel good about that in the long term. There is no bias. If you just look at the rate base growth of our current capital plan and then take out the equity dilution, your modeling will take you to pretty attractive levels. Our guidance is 6%-8%, and that's where we'll keep it for now. I think we've proven time and time again that we're very thoughtful in de-risking subsequent years when we have a good upside. Again, there's no bias. We feel good right now where we sit at the six to eight longer term. Got it. Okay, no bias. In terms of the balance sheet and FFO, in terms of pro forma for the sale, latitudes of the agencies, can you talk about that a little bit further? It seems pretty clear that you don't need any incremental equity to fund the $1 billion of CapEx, right? You just take the sale proceeds, put it back into the reinvestment of the business. How do you think about FFO metrics required from the agencies and FFO otherwise? Yeah. As for my prepared remarks, we still feel good about maintaining our targeted credit metrics for FFO- to- debt in that mid-teens level, which we've been guiding to for some time. We think that keeps us in that solid investment-grade credit ratings that we've worked very hard to achieve at this point. I would say directionally for Moody's and Fitch, it's neutral on a credit metric basis. S&P there should be some pickup there because S&P, unlike Moody's and Fitch, did include the core deposits of EnerBank, which is about $2.8 billion in their imputed debt calculations. With the absence of EnerBank post-closing, you should see a decent lift for S&P to the tune of about 200 basis points run rate. You'll see a lift in S&P, but for Moody's and Fitch, I'd say relatively neutral, if that's helpful. Got it. Sorry, I just want to clarify this to be extra clear. The six to eight is off the original 21? No. The 6%-8% is off of the 2022. If you just look at the math of what we're guiding for 2022, we've said $2.85-$2.87. That implies pretty attractive growth off of 2021 continuing operations. It should get you slightly over 9%. We're saying off of that new base in 2022, we would grow 6%-8%, again with no bias in say 2023 and beyond. Obviously over time, we'll recalibrate, we feel good where we sit today. Again, given what we've highlighted, that we're losing a lot of external funding needs, that there's an opportunity to increase the capital plan at the utility by roughly $1 billion. We think that all suggests a very attractive and consistent growth once we get beyond 2022. Okay. Thank you guys for clarifying that. Thank you. Our next question today comes from Michael Weinstein with Credit Suisse. Please go ahead. Oh, hey, guys. Hey. Just to follow up on everybody else's questions. Rejji, if you're using 2022 as a base, that would imply a lower growth rate versus the prior guides, which we've been off, I think a 2020 number. A 2020 base. If you go out to like 2025, you would wind up at a lower number if you're just growing off that $2.85 - $2.87 for 2022. Michael, what I would add is remember, we update our five-year plan every year. Again, we've highlighted that we believe we have the opportunity where we sit today to add another $1 billion to our five-year plan, but we don't want to get ahead of that process. What's missing from your working assumption is the fact that the capital plan may increase in Q1 of next year. We don't want to get too far ahead of that process. Where we sit today, we think it's roughly $1 billion, and you'll see attractive rate base growth as a result of that. Again, absent any additional equity to fund that additional rate base growth. Higher level of rate base growth driven by a higher capital plan with less equity dilution and a short-term reduced debt financings over the course of 2022. We think it drives, again, very attractive growth from 2022 and beyond. Again, we don't want to start giving guidance out to 2024 and 2025. We do think we should get pretty close to that initial trajectory over the foreseeable future. The initial trajectory. What do you mean by that? What are we basing the initial trajectory off of? The initial trajectory is our current plan before what you heard today in the sale of the bank. The current plan before announcing the sale today had a certain level of EPS trajectory associated with it. Now with the sale of the bank, coupled with the reduced external financing needs and then adding additional capital investments to fund rate base growth, we think gets back to that current trajectory we were on prior to today's announcement in a relatively short period of time. Basically what you're saying is, officially it's 6%-8% off 2022, it's the high end of that, it's boosted by the $1 billion of additional growth, then that gets you back to the original initial trajectory by 2024, 2025, you say? I'll go back to saying no bias. You can extrapolate as you see fit, but there is no bias. Again, we're guiding 6% - 8% off of 2022. Again, as we update our capital plan over the course of next year, as we highlight our funding needs, we feel very good about the need for no new equity, and we feel good about the prospects of growing the capital plan next year, which will drive more attractive rate base growth. It's 6% - 8% off of 2022. We have nothing more to provide beyond that, and there's no bias. Okay. Thanks a lot, guys. Thank you. Our next question today comes from Travis Miller of Morningstar. Please go ahead. Good morning. Thank you. You've answered almost all my questions. Just a real quick return to two quick things to clarify. One on the dividend payout ratio. I know you've said 60%. If you look at obviously what you're guiding to in 2022, it implies essentially no increase. How flexible do you think the board would be in that 60% target? Would you be comfortable going up to like a 64% or 65% or are we 60% period? Yeah. Let me offer some comments on this, and then I'll certainly turn it over to Rejji. I'm not going to make any commitments on behalf of the board or conversation on the board. We offer what we believe a competitive payout ratio, and frankly, we do a lot of benchmarking on that as well to ensure it's competitive across the space. We'll continue to be thoughtful about that as we move forward. What we committed to in this call is a 60% payout ratio. I don't know, Rejji, if you want to add more to that. No, I think that's right. The only thing I would add, Travis, is that we do benchmark our peer group, and we look at retention rates and payout rates, and we try to benchmark as closely to those who are growing at a comparable level. We'll take that into account. As per my prepared remarks, we feel good about the guidance of approximately a 60% payout ratio. Clearly, we're not going to get ahead of our board on that. Okay. Very good. Second clarification or thoughts in terms of your long-term view on parent-level debt without the bank earnings and cash flow. Just are you comfortable with what you've got? I know you've got maturities coming up there in the next five or so years. What are your thoughts long term on that parent-level debt? Yeah, Travis, we have really targeted trying to be around 30%, and that should over time reduce just with the cash flow generation of the business and just less debt financing needs at the parent over time. We anticipate being sort of in that 30% range and do foresee it ticking down over time. Okay, great. I appreciate it. Thanks. Our next question today comes from Andrew Weisel with Scotiabank. Please go ahead. Thanks. Good morning, everyone. Just wondering, within the 6%-8% range, is there a bias one way? No, I'm just joking. I understand that you're going to be conservative and not answer that, but signs seem to be pointing up. Just two clarifying questions I have for you. First, on equity after 2024, is $250 million a good number for us to pin down for 2025 and beyond? Andrew, I appreciate your question, and I'm just glad we're not talking about swimming pools. That's what I'm really glad about. The bottom line is right now our plan in 2025 is $250 million of equity up to, I should say, $250 million of equity issuance in that year. Again, a lot can change between now and then. We'll be thoughtful about what that looks like in 2025. Okay. Just quickly on the CapEx. You point to $1 billion of upside. I understand you don't want to get ahead of your next update or the regulators, you've got the IRP going on underway, that 10-year plan hasn't been updated since the last IRP with the $3 billion-$4 billion of opportunities. When can we expect an update and roll forward to the 10-year CapEx plan? Is that part of the same process as adding the $1 billion or are those two independent tracks? Yeah, I would not link this activity and this transaction with our IRP or our plans for IRP at all. Yes, they fall in the same month, and we've got good news here on this transaction, and we'll share some exciting news on our IRP, but I would not link the two. We're going to file this IRP here June 30th, and we're looking out 20 years on what the supply needs are as you well know, Andrew, and we'd be getting way ahead of our skis if we started to connect the two. The whole regulatory process is in front of us with this integrated resource plan, so we're just going to be very thoughtful about that. Now, there could be some additional capital investments as part of our integrated resource plan, and at some point, we'll have some type of true-up if in fact it's approved through that process. At this point, we'll update our five-year look here in Q1, and then if it makes sense, we'll look at our 10-year plan later in 2022. Okay, understood. Just to be sure, the $1 billion of upside that you're pointing to in the slide deck today is not related to the IRP nor related to this transaction. You're simply emphasizing that that's something that we might see in six months or eight months or whatever the next update is. Is that right? Yeah, that's correct. As we typically do in Q1, is update our five-year capital plan. I'll just go back a little bit of what we shared here on the slide and have shared here over the last couple of years. There's $3 or $4 billion of opportunity. Those are specific projects that we have identified that offer greater improvements in our electric reliability, modernization of the grid, decarbonization across our natural gas business, help with our clean energy transformation. Those are thoughtful investments, customer-oriented investments, and that we'll look to feather in as appropriate. Great. Thank you, and congrats on getting the deal done. Yeah, thank you. Our next question comes from Paul Patterson with Glenrock Associates. Please go ahead. Hey. Good morning. Good morning. If I recall, you guys tried to do this earlier, many years ago with The Home Depot. Is that right? That's correct. Obviously, the conditions changed and what have you. I'm just wondering, with respect to the current situation, how should we think about, are there any special contingencies or anything associated with this deal? Is it just pretty much sort of the customary nuts and bolts kind of closing conditions? Rejji is Chair of our board. I think he shared that in his prepared remarks. He's close to the transaction specifics. Rejji, if you wouldn't mind. Happy to. Yeah, Paul, I would say certainly a different fact pattern from when we tried to trade EnerBank in 2007 to Home Depot. Regions Bank, the subsidiary of Regions Financial Corporation, is a traditional bank. The regulatory approvals are limited to the FDIC, the Utah Department of Financial Institutions, and the Alabama State Banking Authority. We do not anticipate the same types of obstacles or constraints we had in the Home Depot trade. I'd say the other closing conditions and terms and conditions in general are pretty customary for a merger agreement. We feel good and cautiously optimistic about the ability to close in Q4 of this year. Okay. All my other questions were answered. Thanks so much. Thank you. Our next question today comes from Anthony Crowdell with Mizuho. Please go ahead. Hey, good morning. Hopefully a quick question, following up on Mike Weinstein's question earlier. I guess, does management prefer to get back to the original target as we move in the out years and get back to the original track of that chart we would see with the 7% over 20 years, and this would just look like a divot, maybe just 2021, 2022, 2023 possibly? Is the goal to maybe have a steeper curve with a new base? Is that the preferred long-term story of CMS? Let me offer this. I'm sure Rejji's going to want to jump into this. What we communicate here is off at 2022, it gets at 6%-8%. Again, we haven't referenced the bias with that 6%-8%. I think the bigger picture question in my mind is this shift, and it's a shift from bank-type earnings to utility-type earnings. We know and we believe that our investors ascribe great value to that. There's a lot more predictability in that. Frankly, that's in our wheelhouse. That's in our expertise. I'm not going to make any promises about 2025. That's pretty far out. We've got a good financial plan, and we'll continue to be conservative as you would expect. We've done that historically, and I think our track record speaks for itself on the ability to deliver on our guidance range. Rejji, I don't know if you want to add more to that conversation. No, Garrick, I think you summarized it well. Just lastly, how do you view Enterprises? Do you view that as a core asset? Just thoughts on Enterprises, and I'll leave it there. Yeah, Enterprises is an important part of our company. Again, when I think about their work and I think about our wheelhouse of energy markets, capacity markets, contracted renewables, biomass and natural gas generation, those are the things that we do in the utility. As we've shared, we're going to be greater than 95% pro forma on an EPS basis as we look forward. Enterprises will be part of that. It'll be what I call a tidy piece of that, and because it offers great value for our customers. As we shared in the past, particularly our customers that have a national footprint, want us to be able to deliver options from a contracted renewable perspective, and we are able to do that at utility-like returns. That's a need, and we deliver on that need for our customers. We'll continue to optimize our traditional assets, those biomass units, those natural gas units across energy and capacity markets. Again, I feel good about the mix from a broader company perspective and the role that Enterprises plays. Great. Thank you for taking my questions. Our next question today comes from Sophie Karp at KeyBanc. Please go ahead. Hi. Good morning. Thank you for squeezing me in here. Just a housekeeping question. Am I to understand that there's no debt that actually will be leaving your balance sheet with the sale? It was hard, Sophie. Thanks for joining, I had a hard time hearing the whole entire part of the question. Could you repeat? Yeah. Hi, is this better? That's a little better. Great. I just had a housekeeping question here. Am I hearing this right that no debt will be leaving your balance sheet as a result of the sale? Yeah, Rejji, why don't you address the balance sheet piece there? Sophie, to be clear, EnerBank has core deposits which are liabilities and per S&P's calculation of credit metrics, debt equivalents. With the potential sale of the bank, those core deposits obviously would go with the business. From an S&P credit metric perspective, it would be a de-levering event. For Moody's and Fitch, they already exclude those core deposits, so it would be, as I highlighted earlier, credit metric neutral from a Moody's and Fitch perspective. Yeah. Should we model a reduction in parent level debt or liabilities on your balance sheet as a result of this? No parent debt would go away as a result of the transaction, but those, I said core deposits, they're more formally called brokered deposits. Those brokered deposits would go away from our balance sheet. It's about $2.8 billion or so that would go away from our balance sheet as a result of the transaction, assuming we close in Q4 of this year. Got it. Thank you so much. Thank you. Ladies and gentlemen, this concludes our question and answer session. I'd like to turn the conference back over to Garrick Rochow for any closing remarks. I just want to thank everyone for joining us today for this announcement. Appreciate your time, and I'm wishing you a safe and happy day. Take care. Thank you, sir. This concludes today's conference. We thank you all for your participation. You may now disconnect your lines, and have a wonderful day.