Financings and Capitalization

6 Months Ended

Jun. 30, 2022

Debt Instrument [Line Items]

Financings and Capitalization

Financings and Capitalization

Presented in the following table is a summary of major long-term debt retirements during the six months ended June 30, 2022:

	Principal (In Millions)			Interest Rate	Retirement Date	Maturity Date
CMS Enterprises, including subsidiaries
Term loan facility		$	76	variable	June 2022	October 2025

In June 2022, CMS Enterprises sold a Class A membership interest in NWO Holdco to a tax equity investor for $49 million. Proceeds from the sale were used to retire the non-recourse debt held by a subsidiary of CMS Enterprises. For more information, see Note 12, Variable Interest Entities.

New Term Loan Credit Agreement: In July 2022, Consumers entered into a delayed-draw $1.0 billion unsecured term loan credit agreement with an interest rate of SOFR plus 0.650 percent. The proceeds of the loan will be used to fund working capital and for general corporate purposes. The term loan matures in January 2024. Consumers has until November 2022 to draw funds under the facility. At July 28, 2022, Consumers had not drawn on this facility.

Credit Facilities: The following credit facilities with banks were available at June 30, 2022:

In Millions
Expiration Date	Amount of Facility			Amount Borrowed			Letters of Credit Outstanding			Amount Available
CMS Energy, parent only
June 5, 2024		$	550		$	—		$	14		$	536
September 23, 2022		50			—			50			—
CMS Enterprises, including subsidiaries
September 25, 20251		$	37		$	—		$	37		$	—
Consumers2
June 5, 2024		$	850		$	—		$	13		$	837
November 19, 2023		250			—			61			189

1This letter of credit facility is available to Aviator Wind Equity Holdings. For more information regarding Aviator Wind Equity Holdings, see Note 12, Variable Interest Entities.

2Obligations under these facilities are secured by first mortgage bonds of Consumers.

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 March 2022, the FERC issued an

authorization for financings that was set to expire on March 31, 2023. In April 2022, FERC issued a revision of its March authorization for financings that extends the expiration to March 31, 2024.

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, 2022, there were $45 million of commercial paper notes outstanding under this program at an interest rate of 1.950 percent, recorded as current notes payable on CMS Energy’s and Consumers’ consolidated balance sheets.

In December 2021, 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 LIBOR minus 0.100 percent. At June 30, 2022, outstanding borrowings under the agreement were $32 million bearing an interest rate of 0.825 percent.

Dividend Restrictions: At June 30, 2022, payment of dividends by CMS Energy on its common stock was limited to $6.6 billion under provisions of the Michigan Business Corporation Act of 1972.

Under the provisions of its articles of incorporation, at June 30, 2022, Consumers had $1.9 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, 2022, Consumers paid $433 million in dividends on its common stock to CMS Energy.

Issuance of Common Stock: Under an existing equity offering program, CMS Energy may sell shares of its common stock having an aggregate sales price of up to $500 million in privately negotiated transactions, in “at the market” offerings, through forward sales transactions, or otherwise.

Presented in the following table are details of CMS Energy’s forward sales contracts under this program at June 30, 2022:

			Forward Price Per Share
Contract Date	Maturity Date	Number of Shares	Initial			June 30, 2022
September 15, 2020	December 31, 2022	846,759		$	61.04		$	57.57
December 22, 2020	December 31, 2023	115,595		61.81			58.72

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 are recorded on CMS Energy’s consolidated balance sheets until settlements of the forward equity sale contracts occur. If CMS Energy had elected to net cash settle the contracts as of June 30, 2022, it would have been required to pay $9 million. If CMS Energy had elected to net share settle the contracts as of June 30, 2022, CMS Energy would have been required to deliver 139,666 shares.

Consumers Energy Company

Debt Instrument [Line Items]

Financings and Capitalization

Financings and Capitalization

Presented in the following table is a summary of major long-term debt retirements during the six months ended June 30, 2022:

	Principal (In Millions)			Interest Rate	Retirement Date	Maturity Date
CMS Enterprises, including subsidiaries
Term loan facility		$	76	variable	June 2022	October 2025

In June 2022, CMS Enterprises sold a Class A membership interest in NWO Holdco to a tax equity investor for $49 million. Proceeds from the sale were used to retire the non-recourse debt held by a subsidiary of CMS Enterprises. For more information, see Note 12, Variable Interest Entities.

New Term Loan Credit Agreement: In July 2022, Consumers entered into a delayed-draw $1.0 billion unsecured term loan credit agreement with an interest rate of SOFR plus 0.650 percent. The proceeds of the loan will be used to fund working capital and for general corporate purposes. The term loan matures in January 2024. Consumers has until November 2022 to draw funds under the facility. At July 28, 2022, Consumers had not drawn on this facility.

Credit Facilities: The following credit facilities with banks were available at June 30, 2022:

In Millions
Expiration Date	Amount of Facility			Amount Borrowed			Letters of Credit Outstanding			Amount Available
CMS Energy, parent only
June 5, 2024		$	550		$	—		$	14		$	536
September 23, 2022		50			—			50			—
CMS Enterprises, including subsidiaries
September 25, 20251		$	37		$	—		$	37		$	—
Consumers2
June 5, 2024		$	850		$	—		$	13		$	837
November 19, 2023		250			—			61			189

1This letter of credit facility is available to Aviator Wind Equity Holdings. For more information regarding Aviator Wind Equity Holdings, see Note 12, Variable Interest Entities.

2Obligations under these facilities are secured by first mortgage bonds of Consumers.

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 March 2022, the FERC issued an

authorization for financings that was set to expire on March 31, 2023. In April 2022, FERC issued a revision of its March authorization for financings that extends the expiration to March 31, 2024.

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, 2022, there were $45 million of commercial paper notes outstanding under this program at an interest rate of 1.950 percent, recorded as current notes payable on CMS Energy’s and Consumers’ consolidated balance sheets.

In December 2021, 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 LIBOR minus 0.100 percent. At June 30, 2022, outstanding borrowings under the agreement were $32 million bearing an interest rate of 0.825 percent.

Dividend Restrictions: At June 30, 2022, payment of dividends by CMS Energy on its common stock was limited to $6.6 billion under provisions of the Michigan Business Corporation Act of 1972.

Under the provisions of its articles of incorporation, at June 30, 2022, Consumers had $1.9 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, 2022, Consumers paid $433 million in dividends on its common stock to CMS Energy.

Issuance of Common Stock: Under an existing equity offering program, CMS Energy may sell shares of its common stock having an aggregate sales price of up to $500 million in privately negotiated transactions, in “at the market” offerings, through forward sales transactions, or otherwise.

Presented in the following table are details of CMS Energy’s forward sales contracts under this program at June 30, 2022:

			Forward Price Per Share
Contract Date	Maturity Date	Number of Shares	Initial			June 30, 2022
September 15, 2020	December 31, 2022	846,759		$	61.04		$	57.57
December 22, 2020	December 31, 2023	115,595		61.81			58.72

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 are recorded on CMS Energy’s consolidated balance sheets until settlements of the forward equity sale contracts occur. If CMS Energy had elected to net cash settle the contracts as of June 30, 2022, it would have been required to pay $9 million. If CMS Energy had elected to net share settle the contracts as of June 30, 2022, CMS Energy would have been required to deliver 139,666 shares.