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Financings and Capitalization
 6 Months Ended
Jun. 30, 2024
Debt Instrument [Line Items]  
Financings and Capitalization 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, 2024:
Principal
(In Millions)		Interest Rate (%)Issuance DateMaturity Date
Consumers
First mortgage bonds$600 4.600 January 2024May 2029
Total Consumers$600 
Retirements: Presented in the following table is a summary of major long-term debt retirements during the six months ended June 30, 2024:
Principal
(In Millions)		Interest Rate (%)Retirement DateMaturity Date
CMS Energy, parent only
Senior notes$250 3.875January 2024March 2024
CMS Energy, parent only$250 
CMS Energy’s Purchase of Consumers’ First Mortgage Bonds: During the six months ended June 30, 2024, CMS Energy purchased Consumers’ first mortgage bonds with a principal balance of $242 million in exchange for cash of $169 million. On a consolidated basis, CMS Energy’s repurchase of Consumers’ first mortgage bonds was accounted for as a debt extinguishment and resulted in a pre-tax gain of $48 million for the three months ended June 30, 2024 and a pre-tax gain of $70 million for the six months ended June 30, 2024, which were recorded in other income on its consolidated statements of income.
Credit Facilities: The following credit facilities with banks were available at June 30, 2024:
In Millions
Expiration DateAmount of FacilityAmount BorrowedLetters of Credit OutstandingAmount Available
CMS Energy, parent only
December 14, 20271
$550 $— $29 $521 
September 22, 2024
50 — 50 — 
NorthStar Clean Energy, including subsidiaries
May 7, 20272
$150 $105 $— $45 
September 25, 20253
37 — 37 — 
Consumers4
December 14, 2027
$1,100 $— $27 $1,073 
November 18, 2025
250 — 54 196 
1There were no borrowings under this facility during the six months ended June 30, 2024.
2Obligations under this facility are secured by certain pledged equity interests in subsidiaries of NorthStar Clean Energy; under the terms of this facility, the interests may not be sold by NorthStar Clean Energy unless there is an agreed-upon substitution for the pledged equity interests. At June 30, 2024, the net book value of the pledged equity interests was $393 million. Also under the terms of this facility, NorthStar Clean Energy may be restricted from remitting cash dividends to CMS Energy in the event of default. Loans under this facility have an interest rate of one-month Term SOFR plus 1.750 percent less an adjustment of 0.050 percent for green credit advances. At June 30, 2024, the interest rate for the loan issued under this facility was 7.026 percent.
3This letter of credit facility is available to Aviator Wind Equity Holdings. For more information regarding Aviator Wind Equity Holdings, see Note 11, Variable Interest Entities.
4Obligations under these facilities are secured by first mortgage bonds of Consumers. There were no borrowings under these facilities during the six months ended June 30, 2024.
Regulatory Authorization for Financings: Consumers is required to maintain FERC authorization for financings. Any long-term issuances during the authorization period are exempt from FERC’s competitive bidding and negotiated placement requirements. In May 2024, FERC granted Consumers the authority to issue securities between May 3, 2024 and May 2, 2026.
Short-term Borrowings: Under Consumers’ commercial paper program, Consumers may issue, in one or more placements, investment-grade commercial paper notes with maturities of up to 365 days at market interest 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 June 30, 2024, there were no commercial paper notes outstanding under this program.
In December 2023, Consumers renewed a short-term credit agreement with CMS Energy, permitting Consumers to borrow up to $500 million at an interest rate of the prior month’s average one‑month Term SOFR minus 0.100 percent. At June 30, 2024, there were no outstanding borrowings under the agreement.
Dividend Restrictions: At June 30, 2024, payment of dividends by CMS Energy on its common stock was limited to $7.8 billion under provisions of the Michigan Business Corporation Act of 1972.
Under the provisions of its articles of incorporation, at June 30, 2024, Consumers had $2.2 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.
During the six months ended June 30, 2024, Consumers paid $359 million in dividends on its common stock to CMS Energy.
Issuance of Common Stock: In 2023, CMS Energy entered into an equity offering program under which it may sell shares of its common stock having an aggregate sales price of up to $1 billion in privately negotiated transactions, in “at the market” offerings, or through forward sales transactions. There have been no sales of securities under this program. In January 2024, CMS Energy settled the remaining forward sale contracts issued under its previous equity offering program by issuing shares at a weighted average price of $70.31 per share, resulting in net proceeds of $266 million.
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 issuances during the six months ended June 30, 2024:
Principal
(In Millions)		Interest Rate (%)Issuance DateMaturity Date
Consumers
First mortgage bonds$600 4.600 January 2024May 2029
Total Consumers$600 
Retirements: Presented in the following table is a summary of major long-term debt retirements during the six months ended June 30, 2024:
Principal
(In Millions)		Interest Rate (%)Retirement DateMaturity Date
CMS Energy, parent only
Senior notes$250 3.875January 2024March 2024
CMS Energy, parent only$250 
CMS Energy’s Purchase of Consumers’ First Mortgage Bonds: During the six months ended June 30, 2024, CMS Energy purchased Consumers’ first mortgage bonds with a principal balance of $242 million in exchange for cash of $169 million. On a consolidated basis, CMS Energy’s repurchase of Consumers’ first mortgage bonds was accounted for as a debt extinguishment and resulted in a pre-tax gain of $48 million for the three months ended June 30, 2024 and a pre-tax gain of $70 million for the six months ended June 30, 2024, which were recorded in other income on its consolidated statements of income.
Credit Facilities: The following credit facilities with banks were available at June 30, 2024:
In Millions
Expiration DateAmount of FacilityAmount BorrowedLetters of Credit OutstandingAmount Available
CMS Energy, parent only
December 14, 20271
$550 $— $29 $521 
September 22, 2024
50 — 50 — 
NorthStar Clean Energy, including subsidiaries
May 7, 20272
$150 $105 $— $45 
September 25, 20253
37 — 37 — 
Consumers4
December 14, 2027
$1,100 $— $27 $1,073 
November 18, 2025
250 — 54 196 
1There were no borrowings under this facility during the six months ended June 30, 2024.
2Obligations under this facility are secured by certain pledged equity interests in subsidiaries of NorthStar Clean Energy; under the terms of this facility, the interests may not be sold by NorthStar Clean Energy unless there is an agreed-upon substitution for the pledged equity interests. At June 30, 2024, the net book value of the pledged equity interests was $393 million. Also under the terms of this facility, NorthStar Clean Energy may be restricted from remitting cash dividends to CMS Energy in the event of default. Loans under this facility have an interest rate of one-month Term SOFR plus 1.750 percent less an adjustment of 0.050 percent for green credit advances. At June 30, 2024, the interest rate for the loan issued under this facility was 7.026 percent.
3This letter of credit facility is available to Aviator Wind Equity Holdings. For more information regarding Aviator Wind Equity Holdings, see Note 11, Variable Interest Entities.
4Obligations under these facilities are secured by first mortgage bonds of Consumers. There were no borrowings under these facilities during the six months ended June 30, 2024.
Regulatory Authorization for Financings: Consumers is required to maintain FERC authorization for financings. Any long-term issuances during the authorization period are exempt from FERC’s competitive bidding and negotiated placement requirements. In May 2024, FERC granted Consumers the authority to issue securities between May 3, 2024 and May 2, 2026.
Short-term Borrowings: Under Consumers’ commercial paper program, Consumers may issue, in one or more placements, investment-grade commercial paper notes with maturities of up to 365 days at market interest 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 June 30, 2024, there were no commercial paper notes outstanding under this program.
In December 2023, Consumers renewed a short-term credit agreement with CMS Energy, permitting Consumers to borrow up to $500 million at an interest rate of the prior month’s average one‑month Term SOFR minus 0.100 percent. At June 30, 2024, there were no outstanding borrowings under the agreement.
Dividend Restrictions: At June 30, 2024, payment of dividends by CMS Energy on its common stock was limited to $7.8 billion under provisions of the Michigan Business Corporation Act of 1972.
Under the provisions of its articles of incorporation, at June 30, 2024, Consumers had $2.2 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.
During the six months ended June 30, 2024, Consumers paid $359 million in dividends on its common stock to CMS Energy.
Issuance of Common Stock: In 2023, CMS Energy entered into an equity offering program under which it may sell shares of its common stock having an aggregate sales price of up to $1 billion in privately negotiated transactions, in “at the market” offerings, or through forward sales transactions. There have been no sales of securities under this program. In January 2024, CMS Energy settled the remaining forward sale contracts issued under its previous equity offering program by issuing shares at a weighted average price of $70.31 per share, resulting in net proceeds of $266 million.