Financings and Capitalization

12 Months Ended

Dec. 31, 2023

Debt Instrument [Line Items]

Financings and Capitalization

Financings and Capitalization

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

In Millions
	Interest Rate (%)		Maturity	2023			2022
CMS Energy, including Consumers
CMS Energy, parent only
Senior notes	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
					$	1,975		$	1,975
Convertible senior notes	3.375		2028		800			—
					$	800		$	—
Junior subordinated notes1	4.750	2	2050		500			500
	3.750	3	2050		400			400
	5.625		2078		200			200
	5.875		2078		280			280
	5.875		2079		630			630
					$	2,010		$	2,010
Total CMS Energy, parent only					$	4,785		$	3,985
CMS Energy subsidiaries
Consumers					10,863			$	10,277
NorthStar Clean Energy, including subsidiaries
Term loan facility	variable		2023		—			100
Total principal amount outstanding					$	15,648		$	14,362
Current amounts					(975)			(1,090)
Unamortized discounts					(30)			(30)
Unamortized issuance costs					(135)			(120)
Total long-term debt					$	14,508		$	13,122

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

2On June 1, 2030, and every five years thereafter, the notes will reset to an interest rate equal to the five-year treasury rate plus 4.116 percent.

3On December 1, 2030, and every five years thereafter, the notes will reset to an interest rate equal to the five‑year treasury rate plus 2.900 percent.

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

In Millions
	Interest Rate (%)		Maturity		2023			2022
Consumers
First mortgage bonds
		0.350		2023		$	—		$	300
		3.375		2023		—			325
		3.125		2024		250			250
		3.190		2024		52			52
		5.240		2026		115			—
		3.680		2027		100			100
		3.390		2027		35			35
		4.650		2028		425			—
		3.800		2028		300			300
		4.900		2029		500			—
		5.070		2029		50			—
		5.170		2032		95			—
		3.600		2032		350			350
		3.180		2032		100			100
		4.625		2033		700			—
		5.800		2035		175			175
		5.380		2037		140			—
		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			300
		3.100		2050		550			550
		3.500		2051		575			575
		2.650		2052		300			300
		4.200		2052		450			450
		3.860		2052		50			50
		4.280		2057		185			185
		2.500		2060		525			525
		4.350		2064		250			250
		variable	1	2069		76			76
		variable	1	2070		134			134
		variable	1	2070		127			127

In Millions
	Interest Rate (%)		Maturity			2023			2022
							$	10,397		$	8,997
Tax-exempt revenue bonds		0.875	2	2035			35			35
		1.800	3	2049			75			75
							$	110		$	110
2014 Securitization bonds		3.421	4	2025-2029	5		$	141		$	170
2023 Securitization bonds		5.342	6	2028-2031	5		646			—
							$	787		$	170
Term loan facility		variable		2024			—			1,000
Total principal amount outstanding							$	11,294		$	10,277
Current amounts							(725)			(991)
Long-term debt – related parties7 principal amount outstanding				2050-2060			(431)			—
Unamortized discounts							(28)			(27)
Unamortized issuance costs							(73)			(67)
Total long-term debt							$	10,037		$	9,192

1The variable-rate bonds bear interest quarterly at a rate of three-month SOFR minus 0.038 percent, subject to a zero-percent floor. At December 31, 2023, the interest rates were 5.346 percent for bonds due September 2069, 5.329 percent for bonds due May 2070, and 5.368 percent for bonds due October 2070. The interest rate for all variable-rate bonds at December 31, 2022 was zero percent. The holders of these variable-rate bonds may put them to Consumers for redemption on certain dates prior to their stated maturity, including dates within one year of December 31, 2023.

2The interest rate on these tax-exempt revenue bonds will reset on October 8, 2026.

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

4The weighted-average interest rate for Consumers’ securitization bonds issued through its subsidiary, Consumers 2014 Securitization Funding, was 3.421 percent at December 31, 2023 and 3.343 percent at December 31, 2022.

5Principal and interest payments are made semiannually.

6The weighted-average interest rate for Consumers’ securitization bonds issued through its subsidiary, Consumers 2023 Securitization Funding, was 5.342 percent at December 31, 2023.

7Long-term debt – related parties reflects Consumers’ outstanding debt held by its parent as a result of CMS Energy’s repurchase of Consumers’ first mortgage bonds.

CMS Energy’s Purchase of Consumers’ First Mortgage Bonds: Presented in the following table is Consumers’ long-term debt—related parties at December 31, 2023:

	Principal (In Millions)			Interest Rate (%)
First mortgage bonds due 2060		$	163		2.500
First mortgage bonds due 2052		106			2.650
First mortgage bonds due 2050		23			3.750
First mortgage bonds due 2050		52			3.100
First mortgage bonds due 2051		27			3.500
First mortgage bonds due 2048		60			4.050
Total principal amount outstanding		$	431
Unamortized discounts		(3)
Unamortized issuance costs		(4)
Total long-term debt — related parties		$	424

During 2023, CMS Energy purchased these Consumers’ first mortgage bonds for $293 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 $131 million. Interest expense related to the repurchased bonds was $5 million for the year ended December 31, 2023.

Financings: Presented in the following table is a summary of major long-term debt issuances during 2023:

	Principal (In Millions)			Interest Rate (%)	Issuance Date	Maturity Date
CMS Energy, parent only
Convertible senior notes		$	800	3.375	May 2023	May 2028
Total CMS Energy, parent only		$	800
NorthStar Clean Energy, including subsidiaries
Term loan facility1		$	85	variable	February 2023	November 2023
Total NorthStar Clean Energy, including subsidiaries		$	85
Consumers
First mortgage bonds		$	425	4.650	January 2023	March 2028
First mortgage bonds		700		4.625	February 2023	May 2033
First mortgage bonds		115		5.240	May 2023	May 2026
First mortgage bonds		50		5.070	May 2023	May 2029
First mortgage bonds		95		5.170	May 2023	May 2032
First mortgage bonds		140		5.380	May 2023	May 2037
First mortgage bonds		500		4.900	August 2023	February 2029
2023 Securitization bonds2		250		5.550	December 2023	March 2028
2023 Securitization bonds2		396		5.210	December 2023	September 2031
Total Consumers		$	2,671
Total CMS Energy		$	3,556

1    In December 2022, a subsidiary of NorthStar Clean Energy entered into a $185 million unsecured term loan credit agreement. Under this credit agreement, a subsidiary of NorthStar Clean Energy borrowed $85 million in 2023.

2    For additional details on the securitization, see Note 2, Regulatory Matters— Securitized Costs.

In January 2024, Consumers issued $600 million of first mortgage bonds that mature in May 2029 and bear interest at a rate of 4.600 percent. The proceeds of the bonds will be used for general corporate purposes.

Issuance of Convertible Senior Notes: In May 2023, CMS Energy issued an aggregate principal amount of $800 million convertible senior notes that bear an interest rate of 3.375 percent and mature in May 2028 unless redeemed, repurchased, or converted earlier. Unamortized debt costs associated with this issuance were $12 million at December 31, 2023. The convertible senior notes rank equal in right of payment to any of CMS Energy’s unsecured indebtedness that is not subordinated. There are no sinking fund requirements for the notes.

Holders of the convertible senior notes may convert their notes at their option in accordance with the conditions outlined in the related indenture. CMS Energy will settle conversions of the notes by paying cash up to the aggregate principal amount of the notes to be converted and paying or delivering, as the case may be, cash, shares of CMS Energy common stock, or a combination of cash and shares of CMS Energy common stock, at its election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the notes being converted. The conversion rate will be subject to adjustment for anti-dilutive events and fundamental change and redemption provisions

as described in the related indenture. At December 31, 2023, the conversion price for the notes was $73.97 per share of common stock.

CMS Energy may redeem for cash all or any portion of the notes, at its option, on or after May 6, 2026 if the last reported sale price of its common stock has been at least 130 percent of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period. Holders of the convertible senior notes may require CMS Energy to repurchase for cash all or any portion of their notes if a fundamental change, as outlined in the related indenture, occurs. In both cases, CMS Energy will redeem or repurchase the notes at a price equal to 100 percent of the principal amount of the notes to be redeemed or repurchased, plus accrued and unpaid interest.

Retirements: Presented in the following table is a summary of major long-term debt retirements during 2023:

	Principal (In Millions)			Interest Rate (%)	Retirement Date	Maturity Date
NorthStar Clean Energy, including subsidiaries
Term loan facility		$	185	variable	November 2023	November 2023
Total NorthStar Clean Energy, including subsidiaries		$	185
Consumers
Term loan facility		$	1,000	variable	February 2023	January 2024
First mortgage bonds		300		0.350	June 2023	June 2023
First mortgage bonds		325		3.375	August 2023	August 2023
Total Consumers		$	1,625

In January 2024, CMS Energy retired $250 million of its senior notes bearing an interest rate of 3.875 percent and an original maturity date of March 2024.

Regulatory Authorization for Financings: Consumers is required to maintain FERC authorization for financings. Its current authorization ends on March 31, 2025. Any long-term issuances during the authorization period are exempt from FERC’s competitive bidding and negotiated placement requirements.

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.

Securitization Bonds: Certain regulatory assets held by Consumers’ subsidiaries, Consumers 2014 Securitization Funding and Consumers 2023 Securitization Funding, collateralize Consumers’ securitization bonds. Consumers 2014 Securitization Funding and Consumers 2023 Securitization Funding are distinct subsidiaries. The bondholders of each entity have no recourse to the other’s assets or the assets of Consumers. Consumers collects securitization surcharges to cover the principal and interest on the bonds as well as certain other qualified costs. The surcharges collected by Consumers on behalf of each entity are remitted to that subsidiary’s account 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, 2023, the aggregate annual maturities for long-term debt for the next five years, based on stated maturities or earlier put dates, were:

In Millions
	2024			2025			2026			2027			2028
CMS Energy, including Consumers
Long-term debt
CMS Energy, parent only		$	250		$	250		$	300		$	625		$	800
Consumers		725			116			237			263			843
Total CMS Energy1		$	975		$	366		$	537		$	888		$	1,643
Consumers
Long-term debt		$	725		$	116		$	237		$	263		$	843

Credit Facilities: The following credit facilities with banks were available at December 31, 2023:

In Millions
Expiration Date	Amount of Facility			Amount Borrowed			Letters of Credit Outstanding			Amount Available
CMS Energy, parent only
December 14, 20271		$	550		$	—		$	24		$	526
September 22, 2024		50			—			50			—
NorthStar Clean Energy, including subsidiaries
September 25, 20252		$	37		$	—		$	37		$	—
Consumers3
December 14, 2027		$	1,100		$	—		$	27		$	1,073
November 18, 2025		250			—			48			202

1There were no borrowings under this facility during the year ended December 31, 2023.

2This letter of credit facility is available to Aviator Wind Equity Holdings. For more information regarding Aviator Wind Equity Holdings, see Note 18, Variable Interest Entities.

3Obligations under these facilities are secured by first mortgage bonds of Consumers. There were no borrowings under these facilities during the year ended December 31, 2023.

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, 2023, there were $93 million of commercial paper notes outstanding under this program with a weighted-average annual interest rate of 5.609 percent, recorded as current notes payable on the consolidated balance sheets of CMS Energy and Consumers.

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 December 31, 2023, there were no outstanding borrowings under the agreement.

Consumers’ Supplier Financing Program: Under a supplier financing program, Consumers agrees to pay a bank, acting as its payment agent, the stated amount of confirmed invoices from participating suppliers on the original maturity dates of the invoices. The supplier invoices that have been confirmed as valid under the program require payment in full within 60 days of the invoice date. Consumers does not provide collateral or a guarantee to the bank in support of its payment obligations under the agreement, nor does it pay a fee for the service. Consumers or the bank may terminate the supplier financing program agreement upon 30 days prior written notice to the other party. There were no trade payables outstanding under the program in accounts payable on CMS Energy’s and Consumers’ consolidated balance sheets at December 31, 2023, and less than $1 million at December 31, 2022.

Dividend Restrictions: At December 31, 2023, payment of dividends by CMS Energy on its common stock was limited to $7.3 billion under provisions of the Michigan Business Corporation Act of 1972.

Under the provisions of its articles of incorporation, at December 31, 2023, Consumers had $2.1 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 year ended December 31, 2023, Consumers paid $695 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 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 November 2023, CMS Energy partially settled a forward contract, issued under its previous equity offering program, by issuing shares of its common stock at a weighted-average price of $68.05 per share, resulting in net proceeds of $178 million.

Presented in the following table are details of CMS Energy’s forward sales contracts under its equity offering program at December 31, 2023:

			Forward Price Per Share
Contract Date	Maturity Date	Number of Shares	Initial			December 31, 2023
August 3, 2022	December 31, 2024	328,207		$	67.59		$	68.37
August 24, 2022	December 31, 2024	1,677,938		69.46			70.91
August 29, 2022	December 31, 2024	1,783,388		68.18			69.54

Under these contracts, CMS Energy may either settle physically by issuing shares of its common stock at the then-applicable forward sale price specified by the agreement or settle net by delivering or receiving

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 share settle or net cash settle the contracts as of December 31, 2023, CMS Energy would not have been required to deliver shares or pay cash. 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.

Preferred Stock: CMS Energy’s Series C preferred stock is traded on the New York Stock Exchange under the symbol CMS PRC. Depositary shares represent a 1/1000th interest in a share of its Series C preferred stock. The Series C preferred stock has no maturity or mandatory redemption date and is not redeemable at the option of the holders. CMS Energy may, at its option, redeem the Series C preferred stock, in whole or in part, at any time on or after July 15, 2026. The Series C preferred stock ranks senior to CMS Energy’s common stock with respect to dividend rights and distribution rights upon liquidation. Presented in the following table are details of CMS Energy’s Series C preferred stock at December 31, 2023 and 2022:

	Depositary Share Par Value			Depositary Share Optional Redemption Price			Number of Depositary Shares Authorized	Number of Depositary Shares Outstanding
Cumulative, redeemable perpetual		$	25		$	25	9,200,000	9,200,000

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, 2023 and 2022:

	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

Financings and Capitalization

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

In Millions
	Interest Rate (%)		Maturity	2023			2022
CMS Energy, including Consumers
CMS Energy, parent only
Senior notes	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
					$	1,975		$	1,975
Convertible senior notes	3.375		2028		800			—
					$	800		$	—
Junior subordinated notes1	4.750	2	2050		500			500
	3.750	3	2050		400			400
	5.625		2078		200			200
	5.875		2078		280			280
	5.875		2079		630			630
					$	2,010		$	2,010
Total CMS Energy, parent only					$	4,785		$	3,985
CMS Energy subsidiaries
Consumers					10,863			$	10,277
NorthStar Clean Energy, including subsidiaries
Term loan facility	variable		2023		—			100
Total principal amount outstanding					$	15,648		$	14,362
Current amounts					(975)			(1,090)
Unamortized discounts					(30)			(30)
Unamortized issuance costs					(135)			(120)
Total long-term debt					$	14,508		$	13,122

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

2On June 1, 2030, and every five years thereafter, the notes will reset to an interest rate equal to the five-year treasury rate plus 4.116 percent.

3On December 1, 2030, and every five years thereafter, the notes will reset to an interest rate equal to the five‑year treasury rate plus 2.900 percent.

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

In Millions
	Interest Rate (%)		Maturity		2023			2022
Consumers
First mortgage bonds
		0.350		2023		$	—		$	300
		3.375		2023		—			325
		3.125		2024		250			250
		3.190		2024		52			52
		5.240		2026		115			—
		3.680		2027		100			100
		3.390		2027		35			35
		4.650		2028		425			—
		3.800		2028		300			300
		4.900		2029		500			—
		5.070		2029		50			—
		5.170		2032		95			—
		3.600		2032		350			350
		3.180		2032		100			100
		4.625		2033		700			—
		5.800		2035		175			175
		5.380		2037		140			—
		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			300
		3.100		2050		550			550
		3.500		2051		575			575
		2.650		2052		300			300
		4.200		2052		450			450
		3.860		2052		50			50
		4.280		2057		185			185
		2.500		2060		525			525
		4.350		2064		250			250
		variable	1	2069		76			76
		variable	1	2070		134			134
		variable	1	2070		127			127

In Millions
	Interest Rate (%)		Maturity			2023			2022
							$	10,397		$	8,997
Tax-exempt revenue bonds		0.875	2	2035			35			35
		1.800	3	2049			75			75
							$	110		$	110
2014 Securitization bonds		3.421	4	2025-2029	5		$	141		$	170
2023 Securitization bonds		5.342	6	2028-2031	5		646			—
							$	787		$	170
Term loan facility		variable		2024			—			1,000
Total principal amount outstanding							$	11,294		$	10,277
Current amounts							(725)			(991)
Long-term debt – related parties7 principal amount outstanding				2050-2060			(431)			—
Unamortized discounts							(28)			(27)
Unamortized issuance costs							(73)			(67)
Total long-term debt							$	10,037		$	9,192

1The variable-rate bonds bear interest quarterly at a rate of three-month SOFR minus 0.038 percent, subject to a zero-percent floor. At December 31, 2023, the interest rates were 5.346 percent for bonds due September 2069, 5.329 percent for bonds due May 2070, and 5.368 percent for bonds due October 2070. The interest rate for all variable-rate bonds at December 31, 2022 was zero percent. The holders of these variable-rate bonds may put them to Consumers for redemption on certain dates prior to their stated maturity, including dates within one year of December 31, 2023.

2The interest rate on these tax-exempt revenue bonds will reset on October 8, 2026.

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

4The weighted-average interest rate for Consumers’ securitization bonds issued through its subsidiary, Consumers 2014 Securitization Funding, was 3.421 percent at December 31, 2023 and 3.343 percent at December 31, 2022.

5Principal and interest payments are made semiannually.

6The weighted-average interest rate for Consumers’ securitization bonds issued through its subsidiary, Consumers 2023 Securitization Funding, was 5.342 percent at December 31, 2023.

7Long-term debt – related parties reflects Consumers’ outstanding debt held by its parent as a result of CMS Energy’s repurchase of Consumers’ first mortgage bonds.

CMS Energy’s Purchase of Consumers’ First Mortgage Bonds: Presented in the following table is Consumers’ long-term debt—related parties at December 31, 2023:

	Principal (In Millions)			Interest Rate (%)
First mortgage bonds due 2060		$	163		2.500
First mortgage bonds due 2052		106			2.650
First mortgage bonds due 2050		23			3.750
First mortgage bonds due 2050		52			3.100
First mortgage bonds due 2051		27			3.500
First mortgage bonds due 2048		60			4.050
Total principal amount outstanding		$	431
Unamortized discounts		(3)
Unamortized issuance costs		(4)
Total long-term debt — related parties		$	424

During 2023, CMS Energy purchased these Consumers’ first mortgage bonds for $293 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 $131 million. Interest expense related to the repurchased bonds was $5 million for the year ended December 31, 2023.

Financings: Presented in the following table is a summary of major long-term debt issuances during 2023:

	Principal (In Millions)			Interest Rate (%)	Issuance Date	Maturity Date
CMS Energy, parent only
Convertible senior notes		$	800	3.375	May 2023	May 2028
Total CMS Energy, parent only		$	800
NorthStar Clean Energy, including subsidiaries
Term loan facility1		$	85	variable	February 2023	November 2023
Total NorthStar Clean Energy, including subsidiaries		$	85
Consumers
First mortgage bonds		$	425	4.650	January 2023	March 2028
First mortgage bonds		700		4.625	February 2023	May 2033
First mortgage bonds		115		5.240	May 2023	May 2026
First mortgage bonds		50		5.070	May 2023	May 2029
First mortgage bonds		95		5.170	May 2023	May 2032
First mortgage bonds		140		5.380	May 2023	May 2037
First mortgage bonds		500		4.900	August 2023	February 2029
2023 Securitization bonds2		250		5.550	December 2023	March 2028
2023 Securitization bonds2		396		5.210	December 2023	September 2031
Total Consumers		$	2,671
Total CMS Energy		$	3,556

1    In December 2022, a subsidiary of NorthStar Clean Energy entered into a $185 million unsecured term loan credit agreement. Under this credit agreement, a subsidiary of NorthStar Clean Energy borrowed $85 million in 2023.

2    For additional details on the securitization, see Note 2, Regulatory Matters— Securitized Costs.

In January 2024, Consumers issued $600 million of first mortgage bonds that mature in May 2029 and bear interest at a rate of 4.600 percent. The proceeds of the bonds will be used for general corporate purposes.

Issuance of Convertible Senior Notes: In May 2023, CMS Energy issued an aggregate principal amount of $800 million convertible senior notes that bear an interest rate of 3.375 percent and mature in May 2028 unless redeemed, repurchased, or converted earlier. Unamortized debt costs associated with this issuance were $12 million at December 31, 2023. The convertible senior notes rank equal in right of payment to any of CMS Energy’s unsecured indebtedness that is not subordinated. There are no sinking fund requirements for the notes.

Holders of the convertible senior notes may convert their notes at their option in accordance with the conditions outlined in the related indenture. CMS Energy will settle conversions of the notes by paying cash up to the aggregate principal amount of the notes to be converted and paying or delivering, as the case may be, cash, shares of CMS Energy common stock, or a combination of cash and shares of CMS Energy common stock, at its election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the notes being converted. The conversion rate will be subject to adjustment for anti-dilutive events and fundamental change and redemption provisions

as described in the related indenture. At December 31, 2023, the conversion price for the notes was $73.97 per share of common stock.

CMS Energy may redeem for cash all or any portion of the notes, at its option, on or after May 6, 2026 if the last reported sale price of its common stock has been at least 130 percent of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period. Holders of the convertible senior notes may require CMS Energy to repurchase for cash all or any portion of their notes if a fundamental change, as outlined in the related indenture, occurs. In both cases, CMS Energy will redeem or repurchase the notes at a price equal to 100 percent of the principal amount of the notes to be redeemed or repurchased, plus accrued and unpaid interest.

Retirements: Presented in the following table is a summary of major long-term debt retirements during 2023:

	Principal (In Millions)			Interest Rate (%)	Retirement Date	Maturity Date
NorthStar Clean Energy, including subsidiaries
Term loan facility		$	185	variable	November 2023	November 2023
Total NorthStar Clean Energy, including subsidiaries		$	185
Consumers
Term loan facility		$	1,000	variable	February 2023	January 2024
First mortgage bonds		300		0.350	June 2023	June 2023
First mortgage bonds		325		3.375	August 2023	August 2023
Total Consumers		$	1,625

In January 2024, CMS Energy retired $250 million of its senior notes bearing an interest rate of 3.875 percent and an original maturity date of March 2024.

Regulatory Authorization for Financings: Consumers is required to maintain FERC authorization for financings. Its current authorization ends on March 31, 2025. Any long-term issuances during the authorization period are exempt from FERC’s competitive bidding and negotiated placement requirements.

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.

Securitization Bonds: Certain regulatory assets held by Consumers’ subsidiaries, Consumers 2014 Securitization Funding and Consumers 2023 Securitization Funding, collateralize Consumers’ securitization bonds. Consumers 2014 Securitization Funding and Consumers 2023 Securitization Funding are distinct subsidiaries. The bondholders of each entity have no recourse to the other’s assets or the assets of Consumers. Consumers collects securitization surcharges to cover the principal and interest on the bonds as well as certain other qualified costs. The surcharges collected by Consumers on behalf of each entity are remitted to that subsidiary’s account 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, 2023, the aggregate annual maturities for long-term debt for the next five years, based on stated maturities or earlier put dates, were:

In Millions
	2024			2025			2026			2027			2028
CMS Energy, including Consumers
Long-term debt
CMS Energy, parent only		$	250		$	250		$	300		$	625		$	800
Consumers		725			116			237			263			843
Total CMS Energy1		$	975		$	366		$	537		$	888		$	1,643
Consumers
Long-term debt		$	725		$	116		$	237		$	263		$	843

Credit Facilities: The following credit facilities with banks were available at December 31, 2023:

In Millions
Expiration Date	Amount of Facility			Amount Borrowed			Letters of Credit Outstanding			Amount Available
CMS Energy, parent only
December 14, 20271		$	550		$	—		$	24		$	526
September 22, 2024		50			—			50			—
NorthStar Clean Energy, including subsidiaries
September 25, 20252		$	37		$	—		$	37		$	—
Consumers3
December 14, 2027		$	1,100		$	—		$	27		$	1,073
November 18, 2025		250			—			48			202

1There were no borrowings under this facility during the year ended December 31, 2023.

2This letter of credit facility is available to Aviator Wind Equity Holdings. For more information regarding Aviator Wind Equity Holdings, see Note 18, Variable Interest Entities.

3Obligations under these facilities are secured by first mortgage bonds of Consumers. There were no borrowings under these facilities during the year ended December 31, 2023.

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, 2023, there were $93 million of commercial paper notes outstanding under this program with a weighted-average annual interest rate of 5.609 percent, recorded as current notes payable on the consolidated balance sheets of CMS Energy and Consumers.

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 December 31, 2023, there were no outstanding borrowings under the agreement.

Consumers’ Supplier Financing Program: Under a supplier financing program, Consumers agrees to pay a bank, acting as its payment agent, the stated amount of confirmed invoices from participating suppliers on the original maturity dates of the invoices. The supplier invoices that have been confirmed as valid under the program require payment in full within 60 days of the invoice date. Consumers does not provide collateral or a guarantee to the bank in support of its payment obligations under the agreement, nor does it pay a fee for the service. Consumers or the bank may terminate the supplier financing program agreement upon 30 days prior written notice to the other party. There were no trade payables outstanding under the program in accounts payable on CMS Energy’s and Consumers’ consolidated balance sheets at December 31, 2023, and less than $1 million at December 31, 2022.

Dividend Restrictions: At December 31, 2023, payment of dividends by CMS Energy on its common stock was limited to $7.3 billion under provisions of the Michigan Business Corporation Act of 1972.

Under the provisions of its articles of incorporation, at December 31, 2023, Consumers had $2.1 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 year ended December 31, 2023, Consumers paid $695 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 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 November 2023, CMS Energy partially settled a forward contract, issued under its previous equity offering program, by issuing shares of its common stock at a weighted-average price of $68.05 per share, resulting in net proceeds of $178 million.

Presented in the following table are details of CMS Energy’s forward sales contracts under its equity offering program at December 31, 2023:

			Forward Price Per Share
Contract Date	Maturity Date	Number of Shares	Initial			December 31, 2023
August 3, 2022	December 31, 2024	328,207		$	67.59		$	68.37
August 24, 2022	December 31, 2024	1,677,938		69.46			70.91
August 29, 2022	December 31, 2024	1,783,388		68.18			69.54

Under these contracts, CMS Energy may either settle physically by issuing shares of its common stock at the then-applicable forward sale price specified by the agreement or settle net by delivering or receiving

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 share settle or net cash settle the contracts as of December 31, 2023, CMS Energy would not have been required to deliver shares or pay cash. 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.

Preferred Stock: CMS Energy’s Series C preferred stock is traded on the New York Stock Exchange under the symbol CMS PRC. Depositary shares represent a 1/1000th interest in a share of its Series C preferred stock. The Series C preferred stock has no maturity or mandatory redemption date and is not redeemable at the option of the holders. CMS Energy may, at its option, redeem the Series C preferred stock, in whole or in part, at any time on or after July 15, 2026. The Series C preferred stock ranks senior to CMS Energy’s common stock with respect to dividend rights and distribution rights upon liquidation. Presented in the following table are details of CMS Energy’s Series C preferred stock at December 31, 2023 and 2022:

	Depositary Share Par Value			Depositary Share Optional Redemption Price			Number of Depositary Shares Authorized	Number of Depositary Shares Outstanding
Cumulative, redeemable perpetual		$	25		$	25	9,200,000	9,200,000

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, 2023 and 2022:

	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