Financings And Capitalization

3 Months Ended

Mar. 31, 2013

3:FINANCINGS and Capitalization

Presented in the following table is a summary of major long-term debt transactions during the three months ended March 31, 2013:



	Principal					Issue/Retirement
	(In Millions)			Interest Rate		Date	Maturity Date
Debt issuances
CMS Energy
Senior notes¹		$	250	4.70	%	March 2013	March 2043
Total debt issuances		$	250

¹	CMS Energy plans to use these proceeds to retire all $250 million of CMS Energy’s 2.75 percent senior notes due May 2014.

Revolving Credit Facilities: The following secured revolving credit facilities with banks were available at March 31, 2013:



In Millions
							Letters of Credit
Expiration Date	Amount of Facility			Amount Borrowed			Outstanding			Amount Available
CMS Energy
December 21, 2017¹		$	550		$	-		$	2		$	548
Consumers
December 21, 2017²		$	500		$	-		$	2		$	498
April 18, 2017²			150			-			-			150
September 9, 2014²			30			-			30			-

¹	Obligations under this facility are secured by Consumers common stock.

²	Obligations under this facility are secured by FMBs of Consumers.

Short-term Borrowings: Under Consumers’ revolving accounts receivable sales program, Consumers may transfer up to $250 million of accounts receivable, subject to certain eligibility requirements. These transactions are accounted for as short-term secured borrowings. At March 31, 2013, $250 million of accounts receivable were eligible for transfer. During the three months ended March 31, 2013, Consumers’ average short-term borrowings totaled $20 million, with a weighted-average annual interest rate of 0.94 percent.

Contingently Convertible Securities: Presented in the following table are the significant terms of CMS Energy’s contingently convertible securities at March 31, 2013:



		Outstanding			Adjusted			Adjusted
Security	Maturity	(In Millions)			Conversion Price			Trigger Price
5.50% senior notes	2029		$	172		$	13.74		$	17.86

During 20 of the last 30 trading days ended March 31, 2013, the adjusted trigger-price contingencies were met for the contingently convertible senior notes, and as a result, the senior notes are convertible at the option of the note holders for the three months ending June 30, 2013. The senior notes, if converted, require CMS Energy to pay cash up to the principal amount of the securities. Any conversion value in excess of the principal amount can be paid in cash or in shares of CMS Energy’s common stock, at the election of CMS Energy.

Dividend Restrictions: Under provisions of the Michigan Business Corporation Act, at March 31, 2013, payment of common stock dividends by CMS Energy was limited to $3.3 billion.

Under the provisions of its articles of incorporation, at March 31, 2013, Consumers had $605 million of unrestricted retained earnings available to pay common stock dividends 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 common stock dividends from Consumers would not be limited to amounts in Consumers’ retained earnings. Any decision by Consumers to pay common stock dividends in excess of retained earnings would be based on specific facts and circumstances and would result only after a formal regulatory filing process.

For the three months ended March 31, 2013, CMS Energy received $93 million of common stock dividends from Consumers.

Issuance of Common Stock: CMS Energy has entered into two continuous equity offering programs permitting it to sell, from time to time in “at the market” offerings, common stock having an aggregate sales price of up to $50 million per program.

Presented in the following table are the transactions that CMS Energy entered into under the first program:



	Number of	Average			Proceeds
	Shares Issued	Price per Share			(In Millions)
June 2011	762,925		$	19.66		$	15
June 2012	650,235			23.07			15
March 2013	735,873			27.18			20
Total	2,149,033		$	23.27		$	50

In April 2013, CMS Energy entered into the second continuous equity offering program.

Consumers Energy Company [Member]

Financings And Capitalization

3:FINANCINGS and Capitalization

Presented in the following table is a summary of major long-term debt transactions during the three months ended March 31, 2013:



	Principal					Issue/Retirement
	(In Millions)			Interest Rate		Date	Maturity Date
Debt issuances
CMS Energy
Senior notes¹		$	250	4.70	%	March 2013	March 2043
Total debt issuances		$	250

¹	CMS Energy plans to use these proceeds to retire all $250 million of CMS Energy’s 2.75 percent senior notes due May 2014.

Revolving Credit Facilities: The following secured revolving credit facilities with banks were available at March 31, 2013:



In Millions
							Letters of Credit
Expiration Date	Amount of Facility			Amount Borrowed			Outstanding			Amount Available
CMS Energy
December 21, 2017¹		$	550		$	-		$	2		$	548
Consumers
December 21, 2017²		$	500		$	-		$	2		$	498
April 18, 2017²			150			-			-			150
September 9, 2014²			30			-			30			-

¹	Obligations under this facility are secured by Consumers common stock.

²	Obligations under this facility are secured by FMBs of Consumers.

Contingently Convertible Securities: Presented in the following table are the significant terms of CMS Energy’s contingently convertible securities at March 31, 2013:



		Outstanding			Adjusted			Adjusted
Security	Maturity	(In Millions)			Conversion Price			Trigger Price
5.50% senior notes	2029		$	172		$	13.74		$	17.86

Dividend Restrictions: Under provisions of the Michigan Business Corporation Act, at March 31, 2013, payment of common stock dividends by CMS Energy was limited to $3.3 billion.

For the three months ended March 31, 2013, CMS Energy received $93 million of common stock dividends from Consumers.

Presented in the following table are the transactions that CMS Energy entered into under the first program:



	Number of	Average			Proceeds
	Shares Issued	Price per Share			(In Millions)
June 2011	762,925		$	19.66		$	15
June 2012	650,235			23.07			15
March 2013	735,873			27.18			20
Total	2,149,033		$	23.27		$	50

In April 2013, CMS Energy entered into the second continuous equity offering program.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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