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Financings And Capitalization | 3 Months Ended
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Mar. 31, 2014
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, 2014:
| Principal |  |  |  |
| (In Millions) | Interest Rate |  | Issue Date | Maturity Date |
Debt issuances |  |  |  |  |  |  |  |
CMS Energy |  |  |  |  |  |  |  |
Senior notes 1 |  | $ | 250 | 3.875 | % | February 2014 | March 2024 |
Senior notes 1 |  |  | 300 | 4.875 |  | February 2014 | March 2044 |
Total CMS Energy parent |  | $ | 550 |  |  |  |  |
| 1 |  | In April 2014, CMS Energy used a portion of these proceeds to retire its $125 million 6.875 percent Senior Notes due December 2015. CMS Energy intends to use the remaining proceeds to retire existing debt and for general corporate purposes.
Revolving Credit Facilities: The following secured revolving credit facilities with banks were available at March 31, 2014:
In Millions
|  |  | Letters of Credit |
Expiration Date | Amount of Facility | Amount Borrowed | Outstanding | Amount Available |
CMS Energy |  |  |  |  |  |  |  |  |  |  |  |  |
December 20, 2018 1 |  | $ | 550 |  | $ | - |  | $ | 2 |  | $ | 548 |
Consumers |  |  |  |  |  |  |  |  |  |  |  |  |
December 20, 2018 2 |  | $ | 650 |  | $ | - |  | $ | - |  | $ | 650 |
September 9, 2014 2 |  |  | 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, 2014, $250 million of accounts receivable were eligible for transfer. During the three months ended March 31, 2014, Consumers’ average short-term borrowings totaled $44 million, with a weighted-average annual interest rate of 0.85 percent. Contingently Convertible Securities: Presented in the following table are the significant terms of CMS Energy’s contingently convertible securities at March 31, 2014:
|  | Outstanding | Adjusted | Adjusted |
Security | Maturity | (In Millions) | Conversion Price | Trigger Price |
5.50% senior notes | 2029 |  | $ | 155 |  | $ | 13.55 |  | $ | 17.61 |
During 20 of the last 30 trading days ended March 31, 2014, 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 3 0, 2014. 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. Presented in the following table are details about conversions of contingently convertible securities during the three months ended March 31, 2014:
|  |  | Weighted-Average | Shares |
|  | Principal | Conversion | of Common | Cash Paid on |
| Conversion | Converted | Value per $1,000 | Stock Issued | Settlement |
| Date | (In Millions) | of Principal | on Settlement | (In Millions) |
5.50% senior notes due 2029 | February 2014 |  | $ | 17 |  | $ | 1,968 | 605,531 |  | $ | 17 |
Dividend Restrictions: Under provisions of the Michigan Business Corporation Act of 1972, as amended, at March 31, 2014, payment of common stock dividends by CMS Energy was limited to $3.6 billion. Under the provisions of its articles of incorporation, at March 31, 2014, Consumers had $747 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, 2014, CMS Energy received $135 million of common stock dividends from Consumers. Issuance of Common Stock: In April 2013, CMS Energy entered into a 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 $50 million per program. 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) |
March 2014 | 1,070,080 |  | $ | 28.04 |  | $ | 30 |
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, 2014:
| Principal |  |  |  |
| (In Millions) | Interest Rate |  | Issue Date | Maturity Date |
Debt issuances |  |  |  |  |  |  |  |
CMS Energy |  |  |  |  |  |  |  |
Senior notes 1 |  | $ | 250 | 3.875 | % | February 2014 | March 2024 |
Senior notes 1 |  |  | 300 | 4.875 |  | February 2014 | March 2044 |
Total CMS Energy parent |  | $ | 550 |  |  |  |  |
| 1 |  | In April 2014, CMS Energy used a portion of these proceeds to retire its $125 million 6.875 percent Senior Notes due December 2015. CMS Energy intends to use the remaining proceeds to retire existing debt and for general corporate purposes.
Revolving Credit Facilities: The following secured revolving credit facilities with banks were available at March 31, 2014:
In Millions
|  |  | Letters of Credit |
Expiration Date | Amount of Facility | Amount Borrowed | Outstanding | Amount Available |
CMS Energy |  |  |  |  |  |  |  |  |  |  |  |  |
December 20, 2018 1 |  | $ | 550 |  | $ | - |  | $ | 2 |  | $ | 548 |
Consumers |  |  |  |  |  |  |  |  |  |  |  |  |
December 20, 2018 2 |  | $ | 650 |  | $ | - |  | $ | - |  | $ | 650 |
September 9, 2014 2 |  |  | 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, 2014, $250 million of accounts receivable were eligible for transfer. During the three months ended March 31, 2014, Consumers’ average short-term borrowings totaled $44 million, with a weighted-average annual interest rate of 0.85 percent. Contingently Convertible Securities: Presented in the following table are the significant terms of CMS Energy’s contingently convertible securities at March 31, 2014:
|  | Outstanding | Adjusted | Adjusted |
Security | Maturity | (In Millions) | Conversion Price | Trigger Price |
5.50% senior notes | 2029 |  | $ | 155 |  | $ | 13.55 |  | $ | 17.61 |
During 20 of the last 30 trading days ended March 31, 2014, 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 3 0, 2014. 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. Presented in the following table are details about conversions of contingently convertible securities during the three months ended March 31, 2014:
|  |  | Weighted-Average | Shares |
|  | Principal | Conversion | of Common | Cash Paid on |
| Conversion | Converted | Value per $1,000 | Stock Issued | Settlement |
| Date | (In Millions) | of Principal | on Settlement | (In Millions) |
5.50% senior notes due 2029 | February 2014 |  | $ | 17 |  | $ | 1,968 | 605,531 |  | $ | 17 |
Dividend Restrictions: Under provisions of the Michigan Business Corporation Act of 1972, as amended, at March 31, 2014, payment of common stock dividends by CMS Energy was limited to $3.6 billion. Under the provisions of its articles of incorporation, at March 31, 2014, Consumers had $747 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, 2014, CMS Energy received $135 million of common stock dividends from Consumers. Issuance of Common Stock: In April 2013, CMS Energy entered into a 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 $50 million per program. 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) |
March 2014 | 1,070,080 |  | $ | 28.04 |  | $ | 30 |

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- 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. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20,22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 + Details
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