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Financings And Capitalization

12 Months Ended

Dec. 31, 2019

Presented in the following table is CMS Energy’s long-term debt at December 31:



In Millions
	Interest Rate (%)		Maturity	2019				2018
CMS Energy, including Consumers
CMS Energy, parent only
Senior notes	5.050		2022		$	300			$	300
	3.875		2024		250				250
	3.600		2025		250				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
Total senior notes					$	2,275			$	2,275

Term loans and revolving credit agreements	variable		2019		—				180
	variable		2023		—				30
					$	—			$	210

Junior subordinated notes¹	5.625		2078		200				200
	5.875		2078		280				280
	5.875		2079		630				—
					$	1,110			$	480
Total CMS Energy, parent only					$	3,385			$	2,965
CMS Energy subsidiaries
CMS Enterprises, including subsidiaries
Term loan facility	variable	²	2025		$	92			$	98
EnerBank
Certificates of deposit	2.445	³	2020-2027		2,389				1,758
Consumers					7,322				6,862
Total principal amount outstanding					$	13,188			$	11,683
Current amounts					(1,111		)		(974		)
Unamortized discounts					(27		)		(21		)
Unamortized issuance costs					(99		)		(73		)
Total long-term debt					$	11,951			$	10,615


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

A subsidiary of CMS Enterprises issued non‑recourse debt to finance the acquisition of a wind generation project in Northwest Ohio. The debt bears interest at an annual interest rate of LIBOR plus 1.500 percent through October 2022 (3.445 percent at December 31, 2019 and 4.303 percent at December 31, 2018). Beginning in October 2022, the debt will bear interest at an annual interest rate of LIBOR plus 1.750 percent. The same subsidiary of CMS Enterprises entered into interest rate swaps with the lending banks to fix the interest charges associated with the debt, at a rate of 4.702 percent through October 2022 and 4.952 percent beginning in October 2022. Principal and interest payments are made quarterly. For information about the interest rate swaps, see Note 6, Fair Value Measurements.


³	The weighted-average interest rate for EnerBank’s certificates of deposit was 2.445 percent at December 31, 2019 and 2.440 percent at December 31, 2018. EnerBank’s primary deposit product consists of brokered certificates of deposit with varying maturities and having a face value of $1,000.

Presented in the following table is Consumers’ long-term debt at December 31:



In Millions
	Interest Rate (%)		Maturity		2019				2018
Consumers
First mortgage bonds	5.650		2020			$	—			$	300
	3.770		2020			100				100
	2.850		2022			375				375
	5.300		2022			250				250
	3.375		2023			325				325
	3.125		2024			250				250
	3.190		2024			52				52
	3.680		2027			100				100
	3.390		2027			35				35
	3.800		2028			300				300
	3.180		2032			100				100
	5.800		2035			175				175
	3.520		2037			335				335
	4.010		2038			215				215
	6.170		2040			50				50
	4.970		2040			50				50
	4.310		2042			263				263
	3.950		2043			425				425
	4.100		2045			250				250
	3.250		2046			450				450
	3.950		2047			350				350
	4.050		2048			550				550
	4.350		2049			550				550
	3.750		2050			300				—
	3.100		2050			550				—
	3.860		2052			50				50
	4.280		2057			185				185
	4.350		2064			250				250
	variable	¹	2069			76				—
Total first mortgage bonds						$	6,961			$	6,335

Tax-exempt revenue bonds	variable	²	2035			35				35
	1.800	³	2049			75				—
						$	110			$	35

Securitization bonds	3.220	⁴	2025-2029	⁵		251				277
Revolving credit agreements	variable		2020-2023			—				215
Total principal amount outstanding						$	7,322			$	6,862
Current amounts						(202		)		(26		)
Unamortized discounts						(23		)		(16		)
Unamortized issuance costs						(49		)		(41		)
Total long-term debt						$	7,048			$	6,779


¹	The variable-rate bonds bear interest quarterly at a rate of three-month LIBOR minus 0.300 percent (1.594 percent at December 31, 2019).


²	The interest rate on these tax‑exempt revenue bonds is reset weekly and was 1.740 percent at December 31, 2019 and 1.780 percent at December 31, 2018.


³	The interest rate on these tax‑exempt revenue bonds will reset on October 1, 2024.


⁴	The weighted-average interest rate for Consumers’ securitization bonds issued through its subsidiary, Consumers 2014 Securitization Funding, was 3.220 percent at December 31, 2019 and 3.057 percent at December 31, 2018.


⁵	Principal and interest payments are made semiannually.

Financings: Presented in the following table is a summary of major long-term debt issuances during the year ended December 31, 2019:



	Principal (In Millions)			Interest Rate (%)	Issuance Date	Maturity Date
CMS Energy, parent only
Term loan facility		$	300	variable	January	December 2019
Junior subordinated notes¹		630		5.875	February	March 2079
Term loan facility		165		variable	June	June 2020
Total CMS Energy, parent only		$	1,095
Consumers
First mortgage bonds		$	300	3.750	May	February 2050
First mortgage bonds		550		3.100	September	August 2050
First mortgage bonds		76		variable	September	September 2069
Tax-exempt revenue bonds		75		1.800	October	October 2049
Total Consumers		$	1,001
Total CMS Energy		$	2,096


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

Presented in the following table is a summary of major long-term debt retirements during the year ended December 31, 2019:



	Principal (In Millions)			Interest Rate (%)		Retirement Date	Maturity Date
CMS Energy, parent only
Term loan facility		$	300	variable		February	December 2019
Term loan facility		180		variable		February	April 2019
Term loan facility		165		variable		August-December	June 2020
Total CMS Energy, parent only		$	645
Consumers
First mortgage bonds		$	300	5.650	%	May	April 2020
Total Consumers		$	300
Total CMS Energy		$	945

Term Loan Credit Agreement: In January 2020, Consumers entered into a $300 million unsecured term loan credit agreement. The term loan matures in January 2021.

First Mortgage Bonds: Consumers secures its first mortgage bonds by a mortgage and lien on substantially all of its property. Consumers’ ability to issue first mortgage bonds is restricted by certain provisions in the First Mortgage Bond Indenture and the need for regulatory approvals under federal law. Restrictive issuance provisions in the First Mortgage Bond Indenture include achieving a two-times interest coverage ratio and having sufficient unfunded net property additions.

Regulatory Authorization for Financings: Consumers is required to maintain FERC authorization for financings. Its current authorization terminates on August 31, 2021. Any long-term issuances during the authorization period are exempt from FERC’s competitive bidding and negotiated placement requirements.

Securitization Bonds: Certain regulatory assets held by Consumers’ subsidiary, Consumers 2014 Securitization Funding, collateralize Consumers’ securitization bonds. The bondholders have no recourse to Consumers’ assets except for those held by the subsidiary that issued the bonds. Consumers collects securitization surcharges to cover the principal and interest on the bonds as well as certain other qualified costs. The surcharges collected are remitted to a trustee and are not available to creditors of Consumers or creditors of Consumers’ affiliates other than the subsidiary that issued the bonds.

Debt Maturities: At December 31, 2019, the aggregate annual contractual maturities for long-term debt for the next five years were:



In Millions
	2020			2021			2022			2023			2024
CMS Energy, including Consumers
Long-term debt		$	1,111		$	538		$	1,354		$	669		$	808
Consumers
Long-term debt		$	202		$	27		$	653		$	354		$	332

Revolving Credit Facilities: The following revolving credit facilities with banks were available at December 31, 2019:



In Millions
Expiration Date	Amount of Facility			Amount Borrowed			Letters of Credit Outstanding			Amount Available
CMS Energy, parent only
June 5, 2023¹		$	550		$	—		$	6		$	544
CMS Enterprises, including subsidiaries
September 30, 2025²		$	18		$	—		$	8		$	10
Consumers³
June 5, 2023		$	850		$	—		$	7		$	843
November 19, 2021		250			—			10			240
April 18, 2022		30			—			30			—


¹	During the year ended December 31, 2019, CMS Energy’s average borrowings totaled $5 million with a weighted-average interest rate of 3.859 percent.


²	Under this facility, $8 million is available solely for the purpose of issuing letters of credit. Obligations under this facility are secured by the collateral accounts with the lending bank. There were no borrowings under this facility during the year ended December 31, 2019.


³	Obligations under these facilities are secured by first mortgage bonds of Consumers. During the year ended December 31, 2019, Consumers’ average borrowings totaled $2 million with a weighted-average interest rate of 3.225 percent.

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 December 31, 2019, there were $90 million commercial paper notes outstanding under this program at an annual interest rate of 2.050 percent, recorded as current notes payable on the consolidated balance sheets of CMS Energy and Consumers.

Dividend Restrictions: At December 31, 2019, payment of dividends by CMS Energy on its common stock was limited to $5.0 billion under provisions of the Michigan Business Corporation Act of 1972.

Under the provisions of its articles of incorporation, at December 31, 2019, Consumers had $1.4 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 year ended December 31, 2019, Consumers paid $592 million in dividends on its common stock to CMS Energy.

Capitalization: The authorized capital stock of CMS Energy consists of:


•	350 million shares of CMS Energy Common Stock, par value $0.01 per share


•	10 million shares of CMS Energy Preferred Stock, par value $0.01 per share

Issuance of Common Stock: In 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 transactions, in “at the market” offerings, through forward sales transactions or otherwise. CMS Energy has entered into forward sales contracts having an aggregate sales price of $250 million. Presented in the following table are details of these contracts:



Contract Date	Maturity Date	Number of Shares	Initial Forward Price Per Share
November 16, 2018	May 16, 2020	2,017,783		$	49.06
November 20, 2018	May 20, 2020	777,899		50.91
February 21, 2019	August 21, 2020	2,083,340		52.27

These contracts allow CMS Energy to either physically settle the contracts by issuing shares of its common stock at the then-applicable forward sale price specified by the agreement or net settle the contracts through the delivery or receipt of cash or shares. CMS Energy may settle the contracts at any time through their maturity dates, and presently intends to physically settle the contracts by delivering shares of its common stock.

The initial forward price in the forward equity sale contracts includes a deduction for commissions and will be adjusted on a daily basis over the term based on an interest rate factor and decreased on certain dates by certain predetermined amounts to reflect expected dividend payments.

No amounts have or will be recorded on CMS Energy’s consolidated balance sheets until settlements of the forward equity sale contracts occur. If CMS Energy had elected to net share settle the contracts as of December 31, 2019, CMS Energy would have been required to deliver 992,596 shares.

Preferred Stock of Subsidiary: Consumers’ preferred stock is traded on the New York Stock Exchange under the symbol CMS-PB. Presented in the following table are details of Consumers’ preferred stock at December 31, 2019 and 2018:



	Par Value			Optional Redemption Price			Number of Shares Authorized	Number of Shares Outstanding
Cumulative, with no mandatory redemption		$	100		$	110	7,500,000	373,148

Consumers Energy Company

Debt Instrument [Line Items]

Financings and Capitalization