Financings And Capitalization

9 Months Ended

Sep. 30, 2018

Debt Instrument [Line Items]

Financings And Capitalization

Financings and Capitalization

Financings: Presented in the following table is a summary of major long-term debt transactions during the nine months ended September 30, 2018.

	Principal  (In Millions)			Interest Rate		Issue/Retirement Date	Maturity Date
Debt issuances
CMS Energy, parent only
Junior subordinated notes1		$	200	5.625	%	March 2018	March 2078
Junior subordinated notes1		250		5.875	%	September 2018	October 2078
Total CMS Energy, parent only		$	450
Consumers
First mortgage bonds		$	550	4.05	%	May 2018	May 2048
Total Consumers		$	550
Total CMS Energy		$	1,000
Debt retirements
CMS Energy, parent only
Term loan facility		$	180	variable		March 2018	December 2018
Senior notes2		100		8.75	%	June 2018	June 2019
Term loan facility		45		variable		August 2018	December 2018
Total CMS Energy, parent only		$	325
Consumers
Tax-exempt pollution control revenue bonds		$	68	various		April 2018	April 2018
First mortgage bonds		250		5.65	%	May 2018	September 2018
Total Consumers		$	318
Total CMS Energy		$	643

¹  These unsecured obligations rank subordinate and junior in right of payment to all of CMS Energy’s existing and future senior indebtedness.

²  CMS Energy retired these senior notes at a premium and recorded a loss on extinguishment of $5 million in other expense on its consolidated statements of income.

In October 2018, under the over-allotment option included in a September 2018 underwriting agreement, CMS Energy issued and sold an additional $30 million of its 5.875 percent junior subordinated notes due 2078. Also in October 2018, CMS Energy redeemed $300 million of its 6.25 percent senior notes due 2020. CMS Energy retired this debt at a premium and recorded a loss on extinguishment of $11 million in other expense on its consolidated statements of income.

In July 2018, Consumers entered into a bond purchase agreement to issue an aggregate principal amount of $500 million in first mortgage bonds through a private placement. In October 2018, the following first mortgage bonds were issued and funded:

• $100 million of 3.68 percent first mortgage bonds due 2027

• $215 million of 4.01 percent first mortgage bonds due 2038

• $185 million of 4.28 percent first mortgage bonds due 2057

Revolving Credit Facilities: The following revolving credit facilities with banks were available at September 30, 2018:

In Millions
Expiration Date	Amount of Facility			Amount Borrowed			Letters of Credit Outstanding			Amount Available
CMS Energy, parent only
June 5, 20231		$	550		$	—		$	9		$	541
Consumers
June 5, 20232,3		$	850		$	—		$	7		$	843
November 23, 20193		250			—			25			225
September 9, 20193		30			—			30			—

¹  In June 2018, CMS Energy amended this revolving credit facility, eliminating the security provided by Consumers common stock, and extending the expiration date to June 2023.

²  In June 2018, Consumers amended this revolving credit facility by increasing its borrowing capacity to $850 million and extending the expiration date to June 2023.

³  Obligations under this facility are secured by first mortgage bonds of Consumers.

Short-term Borrowings: Under Consumers’ commercial paper program, Consumers may issue, in one or more placements, commercial paper notes with maturities of up to 365 days and that bear interest at fixed or floating rates. These issuances are supported by Consumers’ revolving credit facilities and may have an aggregate principal amount outstanding of up to $500 million. While the amount of outstanding commercial paper does not reduce the available capacity of the revolving credit facilities, Consumers does not intend to issue commercial paper in an amount exceeding the available capacity of the facilities. At September 30, 2018, $279 million in commercial paper notes were outstanding under this program.

Dividend Restrictions: At September 30, 2018, payment of dividends by CMS Energy on its common stock was limited to $4.7 billion under provisions of the Michigan Business Corporation Act of 1972.

Under the provisions of its articles of incorporation, at September 30, 2018, Consumers had $1.3 billion of unrestricted retained earnings available to pay dividends on its common stock to CMS Energy. Provisions of the Federal Power Act and the Natural Gas Act appear to restrict dividends payable by Consumers to the amount of Consumers’ retained earnings. Several decisions from FERC suggest that, under a variety of circumstances, dividends from Consumers on its common stock would not be limited to amounts in Consumers’ retained earnings. Any decision by Consumers to pay dividends on its common stock in excess of retained earnings would be based on specific facts and circumstances and would be subject to a formal regulatory filing process.

For the nine months ended September 30, 2018, Consumers paid $392 million in dividends on its common stock to CMS Energy.

Issuance of Common Stock:In March 2017, CMS Energy entered into an updated continuous equity offering program permitting it to sell, from time to time in “at the market” offerings, common stock having an aggregate sales price of up to $100 million. Presented in the following table are the transactions that CMS Energy entered into under the program:

	Number of Shares Issued	Average Price Per Share		Net Proceeds (In Millions)
May 2018	638,898	$	45.83	$	29
June 2017	1,494,371	47.31		70

In August 2018, CMS Energy entered into an equity offering program under which it may sell, from time to time, shares of CMS Energy common stock having an aggregate sales price of up to $250 million. Under this program, CMS Energy may sell its common stock in privately negotiated “at the market” offerings, through forward purchases or otherwise. There was no activity under the new program in the third quarter of 2018.

Consumers Energy Company

Debt Instrument [Line Items]

Financings And Capitalization

Financings and Capitalization

Financings: Presented in the following table is a summary of major long-term debt transactions during the nine months ended September 30, 2018.

	Principal  (In Millions)			Interest Rate		Issue/Retirement Date	Maturity Date
Debt issuances
CMS Energy, parent only
Junior subordinated notes1		$	200	5.625	%	March 2018	March 2078
Junior subordinated notes1		250		5.875	%	September 2018	October 2078
Total CMS Energy, parent only		$	450
Consumers
First mortgage bonds		$	550	4.05	%	May 2018	May 2048
Total Consumers		$	550
Total CMS Energy		$	1,000
Debt retirements
CMS Energy, parent only
Term loan facility		$	180	variable		March 2018	December 2018
Senior notes2		100		8.75	%	June 2018	June 2019
Term loan facility		45		variable		August 2018	December 2018
Total CMS Energy, parent only		$	325
Consumers
Tax-exempt pollution control revenue bonds		$	68	various		April 2018	April 2018
First mortgage bonds		250		5.65	%	May 2018	September 2018
Total Consumers		$	318
Total CMS Energy		$	643

¹  These unsecured obligations rank subordinate and junior in right of payment to all of CMS Energy’s existing and future senior indebtedness.

²  CMS Energy retired these senior notes at a premium and recorded a loss on extinguishment of $5 million in other expense on its consolidated statements of income.

In October 2018, under the over-allotment option included in a September 2018 underwriting agreement, CMS Energy issued and sold an additional $30 million of its 5.875 percent junior subordinated notes due 2078. Also in October 2018, CMS Energy redeemed $300 million of its 6.25 percent senior notes due 2020. CMS Energy retired this debt at a premium and recorded a loss on extinguishment of $11 million in other expense on its consolidated statements of income.

In July 2018, Consumers entered into a bond purchase agreement to issue an aggregate principal amount of $500 million in first mortgage bonds through a private placement. In October 2018, the following first mortgage bonds were issued and funded:

• $100 million of 3.68 percent first mortgage bonds due 2027

• $215 million of 4.01 percent first mortgage bonds due 2038

• $185 million of 4.28 percent first mortgage bonds due 2057

Revolving Credit Facilities: The following revolving credit facilities with banks were available at September 30, 2018:

In Millions
Expiration Date	Amount of Facility			Amount Borrowed			Letters of Credit Outstanding			Amount Available
CMS Energy, parent only
June 5, 20231		$	550		$	—		$	9		$	541
Consumers
June 5, 20232,3		$	850		$	—		$	7		$	843
November 23, 20193		250			—			25			225
September 9, 20193		30			—			30			—

¹  In June 2018, CMS Energy amended this revolving credit facility, eliminating the security provided by Consumers common stock, and extending the expiration date to June 2023.

²  In June 2018, Consumers amended this revolving credit facility by increasing its borrowing capacity to $850 million and extending the expiration date to June 2023.

³  Obligations under this facility are secured by first mortgage bonds of Consumers.

Short-term Borrowings: Under Consumers’ commercial paper program, Consumers may issue, in one or more placements, commercial paper notes with maturities of up to 365 days and that bear interest at fixed or floating rates. These issuances are supported by Consumers’ revolving credit facilities and may have an aggregate principal amount outstanding of up to $500 million. While the amount of outstanding commercial paper does not reduce the available capacity of the revolving credit facilities, Consumers does not intend to issue commercial paper in an amount exceeding the available capacity of the facilities. At September 30, 2018, $279 million in commercial paper notes were outstanding under this program.

Dividend Restrictions: At September 30, 2018, payment of dividends by CMS Energy on its common stock was limited to $4.7 billion under provisions of the Michigan Business Corporation Act of 1972.

Under the provisions of its articles of incorporation, at September 30, 2018, Consumers had $1.3 billion of unrestricted retained earnings available to pay dividends on its common stock to CMS Energy. Provisions of the Federal Power Act and the Natural Gas Act appear to restrict dividends payable by Consumers to the amount of Consumers’ retained earnings. Several decisions from FERC suggest that, under a variety of circumstances, dividends from Consumers on its common stock would not be limited to amounts in Consumers’ retained earnings. Any decision by Consumers to pay dividends on its common stock in excess of retained earnings would be based on specific facts and circumstances and would be subject to a formal regulatory filing process.

For the nine months ended September 30, 2018, Consumers paid $392 million in dividends on its common stock to CMS Energy.

Issuance of Common Stock:In March 2017, CMS Energy entered into an updated continuous equity offering program permitting it to sell, from time to time in “at the market” offerings, common stock having an aggregate sales price of up to $100 million. Presented in the following table are the transactions that CMS Energy entered into under the program:

	Number of Shares Issued	Average Price Per Share		Net Proceeds (In Millions)
May 2018	638,898	$	45.83	$	29
June 2017	1,494,371	47.31		70

In August 2018, CMS Energy entered into an equity offering program under which it may sell, from time to time, shares of CMS Energy common stock having an aggregate sales price of up to $250 million. Under this program, CMS Energy may sell its common stock in privately negotiated “at the market” offerings, through forward purchases or otherwise. There was no activity under the new program in the third quarter of 2018.