Financings And Capitalization

9 Months Ended

Sep. 30, 2015

4:FINANCINGS AND CAPITALIZATION

Debt Retirements: In October 2015, Consumers retired $50 million of 2.60 percent FMBs at maturity.

Revolving Credit Facilities: The following secured revolving credit facilities with banks were available at September 30, 2015:



In Millions
							Letters of Credit
Expiration Date	Amount of Facility			Amount Borrowed			Outstanding			Amount Available
CMS Energy parent
May 27, 20201		$	550		$	-		$	3		$	547
Consumers
May 27, 20202		$	650		$	-		$	9		$	641
May 9, 20182			30			-			30			-

During the nine months ended September 30, 2015, CMS Energy’s average borrowings totaled $40 million with a weighted-average interest rate of 1.43 percent. Obligations under this facility are secured by Consumers common stock.

Obligations under this facility are secured by FMBs of Consumers.

Short-term Borrowings: Under Consumers’ revolving accounts receivable sales program, which will expire in November 2016, 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 September 30, 2015, no accounts receivable had been transferred under the program.

In September 2014, Consumers entered into a commercial paper program. Under the program, Consumers may issue, in one or more placements, commercial paper notes with maturities of up to 365 days and that bear interest at fixed or floating rates. These issuances are supported by Consumers’ $650 million revolving credit facility and may have an aggregate principal amount outstanding of up to $500 million. While the amount of outstanding commercial paper does not reduce the revolver’s available capacity, Consumers would not issue commercial paper in an amount exceeding the available revolver capacity. At September 30, 2015, $68 million of commercial paper notes with a weighted-average annual interest rate of 0.52 percent were outstanding under this program.

Dividend Restrictions: At September 30, 2015, payment of dividends by CMS Energy on its common stock was limited to $3.9 billion under provisions of the Michigan Business Corporation Act of 1972.

Under the provisions of its articles of incorporation, at September 30, 2015, Consumers had $867 million 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 nine months ended September 30, 2015, Consumers paid $359 million in dividends on its common stock to CMS Energy.

Issuance of Common Stock: In April 2015, CMS Energy renewed its continuous equity offering program. Under this program, CMS Energy may sell, from time to time in “at the market” offerings, common stock having an aggregate sales price of up to $100 million. Presented in the following table are the transactions that CMS Energy entered into under the program:



	Number of	Average			Proceeds
	Shares Issued	Price per Share			(In Millions)
April – May 2015	587,181		$	34.10		$	20
July 2015	301,429			33.10			10
Total	888,610		$	33.76		$	30

With these transactions, CMS Energy has completed its planned stock issuances under the program for 2015.

Consumers Energy Company [Member]

Financings And Capitalization