Financings And Capitalization

9 Months Ended

Sep. 30, 2017

4:Financings and Capitalization

Financings: Presented in the following table is a summary of major long-term debt transactions during the nine months ended September 30, 2017.



	Principal (In Millions)			Interest Rate		Issue/Retirement Date	Maturity Date
Debt issuances
CMS Energy, parent only
Senior notes		$	350	3.450	%	February 2017	August 2027
Total CMS Energy, parent only		$	350
Consumers
First mortgage bonds		$	350	3.950	%	February 2017	July 2047
First mortgage bonds1			40	3.180		September 2017	September 2032
First mortgage bonds1			125	3.520		September 2017	September 2037
First mortgage bonds1			20	3.860		September 2017	September 2052
Total Consumers		$	535
Total CMS Energy		$	885
Debt retirements
Consumers
First mortgage bonds		$	250	5.150	%	February 2017	February 2017
Senior notes			180	6.875		September 2017	March 2018
Total Consumers		$	430
Total CMS Energy		$	430

1These first mortgage bonds were issued in a September private placement under a bond purchase agreement executed in August. Under the agreement, Consumers will issue an additional $300 million of first mortgage bonds in a second private placement in November, consisting of $60 million of 3.18-percent first mortgage bonds due 2032, $210 million of 3.52-percent first mortgage bonds due 2037, and $30 million of 3.86-percent first mortgage bonds due 2052.

In October 2017, Consumers retired $100 million of 3.21‑percent first mortgage bonds at maturity.

Term Loan: In April 2017, CMS Energy reached an agreement to extend the maturity date of its $180 million term loan by one year, through April 2019.

Revolving Credit Facilities: The following secured revolving credit facilities with banks were available at September 30, 2017:



In Millions
Expiration Date	Amount of Facility			Amount Borrowed			Letters of Credit Outstanding			Amount Available
CMS Energy, parent only
May 27, 20221,2		$	550		$	-		$	1		$	549
Consumers
May 27, 20222,3		$	650		$	-		$	7		$	643
November 23, 20183			250			-			-			250
September 9, 20193,4			30			-			30			-

1During the nine months ended September 30, 2017, CMS Energy’s average borrowings totaled $28 million with a weighted-average interest rate of 2.02 percent. Obligations under this facility are secured by Consumers common stock.

2In May 2017, the expiration date of this revolving credit agreement was extended from May 2021 to May 2022.

3Obligations under this facility are secured by first mortgage bonds of Consumers.

4In June 2017, the expiration date of this letter of credit reimbursement agreement was extended from May 2018 to September 2019.

Short-term Borrowings: Under Consumers’ commercial paper 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’ 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. At September 30, 2017, $230 million of commercial paper notes were outstanding under this program and recorded as current notes payable on the consolidated balance sheets of CMS Energy and Consumers.

Dividend Restrictions: At September 30, 2017, payment of dividends by CMS Energy on its common stock was limited to $4.5 billion under provisions of the Michigan Business Corporation Act of 1972.

Under the provisions of its articles of incorporation, at September 30, 2017, Consumers had $1.1 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.

For the nine months ended September 30, 2017, Consumers paid $347 million in dividends on its common stock to CMS Energy.

Issuance of Common Stock: In March 2017, CMS Energy entered into an updated continuous equity offering program permitting it to 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 Shares Issued	Average Price per Share			Net Proceeds (In Millions)
June 2017	1,494,371		$	47.31		$	70

Consumers Energy Company [Member]

Financings And Capitalization