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Financings And Capitalization | 12 Months Ended
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Dec. 31, 2014
Financings And Capitalization | 5:FINANCINGS AND CAPITALIZATION Presented in the following table is CMS Energy’s long-term debt at December 31:
In Millions
| Interest Rate (%) |  | Maturity | 2014 | 2013 |
CMS Energy parent |  |  |  |  |  |  |  |  |  |
Senior notes | 6.875 | 1 | 2015 |  | $ | - |  | $ | 125 |
| 4.250 | 2 | 2015 |  |  | - |  |  | 250 |
| 6.550 |  | 2017 |  |  | 250 |  |  | 250 |
| 5.050 |  | 2018 |  |  | 250 |  |  | 250 |
| 8.750 |  | 2019 |  |  | 300 |  |  | 300 |
| 6.250 |  | 2020 |  |  | 300 |  |  | 300 |
| 5.050 |  | 2022 |  |  | 300 |  |  | 300 |
| 3.875 |  | 2024 |  |  | 250 |  |  | - |
| 5.500 | 3 | 2029 |  |  | - |  |  | 172 |
| 4.700 |  | 2043 |  |  | 250 |  |  | 250 |
| 4.875 |  | 2044 |  |  | 300 |  |  | - |
Total CMS Energy senior notes |  |  |  |  | $ | 2,200 |  | $ | 2,197 |
Term loan facility | variable | 4 | 2017 |  |  | 180 |  |  | 180 |
Total CMS Energy parent |  |  |  |  | $ | 2,380 |  | $ | 2,377 |
Consumers |  |  |  |  | $ | 5,283 |  | $ | 4,625 |
Other CMS Energy subsidiaries |  |  |  |  |  |  |  |  |  |
EnerBank certificates of deposits | 1.218 | 5 | 2015-2024 |  | $ | 884 |  | $ | 652 |
Total other CMS Energy subsidiaries |  |  |  |  | $ | 884 |  | $ | 652 |
Total CMS Energy principal amount outstanding |  |  |  |  | $ | 8,547 |  | $ | 7,654 |
Current amounts |  |  |  |  |  | (519) |  |  | (541) |
Net unamortized discounts |  |  |  |  |  | (12) |  |  | (12) |
Total CMS Energy long-term debt |  |  |  |  | $ | 8,016 |  | $ | 7,101 |
| 1 |  | In April 2014, CMS Energy retired its 6.875 percent senior notes.
| 2 |  | In December 2014, CMS Energy retired its 4.25 percent senior notes.
| 3 |  | In June 2014, CMS Energy retired its remaining 5.50 percent contingently convertible notes. See the “Contingently Convertible Securities” section in this Note for further discussion of the conversions.
| 4 |  | Outstanding borrowings bear interest at an annual interest rate of LIBOR plus 1.25 percent (1.42 percent at December 31, 2014).
| 5 |  | The weighted-average interest rate for EnerBank’s certificates of deposit was 1.22 percent at December 31, 2014 and 1.09 percent at December 31, 2013. EnerBank’s primary deposit product consists of brokered certificates of deposit with varying maturities and having a face value of $1,000.
Presented in the following table is Consumers’ long-term debt at December 31:
In Millions
| Interest Rate (%) |  | Maturity | 2014 | 2013 |
Consumers |  |  |  |  |  |  |  |  |  |
FMBs 1 | 2.600 |  | 2015 |  | $ | 50 |  | $ | 50 |
| 5.500 | 2 | 2016 |  |  | 173 |  |  | 350 |
| 5.150 |  | 2017 |  |  | 250 |  |  | 250 |
| 3.210 |  | 2017 |  |  | 100 |  |  | 100 |
| 5.650 |  | 2018 |  |  | 250 |  |  | 250 |
| 6.125 |  | 2019 |  |  | 350 |  |  | 350 |
| 6.700 |  | 2019 |  |  | 500 |  |  | 500 |
| 5.650 |  | 2020 |  |  | 300 |  |  | 300 |
| 3.770 |  | 2020 |  |  | 100 |  |  | 100 |
| 5.300 |  | 2022 |  |  | 250 |  |  | 250 |
| 2.850 |  | 2022 |  |  | 375 |  |  | 375 |
| 3.375 |  | 2023 |  |  | 325 |  |  | 325 |
| 3.190 |  | 2024 |  |  | 52 |  |  | 52 |
| 3.125 |  | 2024 |  |  | 250 |  |  | - |
| 3.390 |  | 2027 |  |  | 35 |  |  | 35 |
| 5.800 |  | 2035 |  |  | 175 |  |  | 175 |
| 6.170 |  | 2040 |  |  | 50 |  |  | 50 |
| 4.970 |  | 2040 |  |  | 50 |  |  | 50 |
| 4.310 |  | 2042 |  |  | 263 |  |  | 263 |
| 3.950 |  | 2043 |  |  | 425 |  |  | 425 |
| 4.350 |  | 2064 |  |  | 250 |  |  | - |
|  |  |  |  | $ | 4,573 |  | $ | 4,250 |
Securitization bonds | 5.760 | 3 | 2015 |  |  | 49 |  |  | 92 |
| 2.597 | 4 | 2020-2029 | 5 |  | 378 |  |  | - |
|  |  |  |  | $ | 427 |  | $ | 92 |
Senior notes | 6.875 |  | 2018 |  |  | 180 |  |  | 180 |
Tax-exempt pollution control revenue bonds | various |  | 2018-2035 |  |  | 103 |  |  | 103 |
Total Consumers principal amount outstanding |  |  |  |  | $ | 5,283 |  | $ | 4,625 |
Current amounts |  |  |  |  |  | (124) |  |  | (43) |
Net unamortized discounts |  |  |  |  |  | (5) |  |  | (3) |
Total Consumers long-term debt |  |  |  |  | $ | 5,154 |  | $ | 4,579 |
| 1 |  | The weighted-average interest rate for Consumers’ FMBs was 4.75 percent at December 31, 2014 and 4.90 percent at December 31, 2013.
| 2 |  | In August 2014, Consumers retired $177 million of its 5.50 percent FMBs.
| 3 |  | The interest rate for Consumers’ Securitization bonds issued through its subsidiary Consumers Funding was 5.76 percent at December 31, 2014 and 2013.
| 4 |  | The weighted-average interest rate for Consumers’ Securitization bonds issued through its subsidiary Consumers 2014 Securitization Funding was 2.60 percent at December 31, 2014.
| 5 |  | Principal and interest payments are made semiannually beginning in 2015.
Financings: Presented in the following table is a summary of major long-term debt transactions during the year ended December 31, 2014:
| Principal |  | Issue/Retirement |  |
| (In Millions) | Interest Rate |  | Date | Maturity Date |
Debt issuances |  |  |  |  |  |  |  |
CMS Energy parent |  |  |  |  |  |  |  |
Senior notes |  | $ | 250 | 3.875 | % | February 2014 | March 2024 |
Senior notes |  |  | 300 | 4.875 |  | February 2014 | March 2044 |
Total CMS Energy parent |  | $ | 550 |  |  |  |  |
Consumers |  |  |  |  |  |  |  |
Securitization bonds 1 |  | $ | 124 | 1.334 | % | July 2014 | November 2020 |
Securitization bonds 1 |  |  | 139 | 2.962 |  | July 2014 | November 2025 |
Securitization bonds 1 |  |  | 115 | 3.528 |  | July 2014 | May 2029 |
FMBs |  |  | 250 | 3.125 |  | August 2014 | August 2024 |
FMBs |  |  | 250 | 4.350 |  | August 2014 | August 2064 |
Total Consumers |  | $ | 878 |  |  |  |  |
Total CMS Energy |  | $ | 1,428 |  |  |  |  |
Debt retirements |  |  |  |  |  |  |  |
CMS Energy parent |  |  |  |  |  |  |  |
Senior notes 2 |  | $ | 125 | 6.875 | % | April 2014 | December 2015 |
Senior notes |  |  | 155 | 5.500 |  | June 2014 | June 2029 |
Senior notes 3 |  |  | 250 | 4.250 |  | December 2014 | September 2015 |
Total CMS Energy parent |  | $ | 530 |  |  |  |  |
Consumers |  |  |  |  |  |  |  |
FMBs |  | $ | 177 | 5.500 | % | August 2014 | August 2016 |
Total Consumers |  | $ | 177 |  |  |  |  |
Total CMS Energy |  | $ | 707 |  |  |  |  |
| 1 |  | For additional details regarding the Securitization, see Note 3, Regulatory Matters and the “Securitization Bonds” section in this Note.
| 2 |  | CMS Energy retired this debt at a premium and recorded a loss on extinguishment of $13 million in other expense on its consolidated statements of income.
| 3 |  | CMS Energy retired this debt at a premium and recorded a loss on extinguishment of $7 million in other expense on its consolidated statements of income.
FMBs: Consumers secures its FMBs by a mortgage and lien on substantially all of its property. Consumers’ ability to issue FMBs 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. Regulatory Authorization for Financings: Consumers is required to maintain FERC authorization for financings. In June 2014, Consumers received authorization from FERC to have outstanding, at any one time, up to $800 million of secured and unsecured short-term securities for general corporate purposes. A t December 31, 2014, Consumers had entered into short-term borrowing programs allowing it to issue up to $800 million in short-term securities; $60 million of securities were outstanding under these programs. FERC has also authorized Consumers to issue and sell up to $1.9 billion of secured and unsecured long-term securities for general corporate purposes. The remaining availability was $1.4 b illion at December 31, 2014. The authorizations were effective July 1, 2014 and terminate June 30, 2016. Any long-term issuances during the authorization period are exempt from FERC’s competitive bidding and negotiated placement requirements. Securitization Bonds: Certain regulatory assets held by two of Consumers’ subsidiaries, Consumers Funding and Consumers 2014 Securitization Funding, collateralize Consumers’ Securitization bonds. The bondholders have no recourse to Consumers’ assets except for those held by the subsidiary that issued the bond s. Consumers collects Securitization surcharges to cover the principal and interest on the bonds as well as certain other qualified costs. The surcharges collected are remitted to a trustee and are not available to creditors of Consumers or creditors of Consumers’ affiliates other than the subsidiary that issued the bond s. Debt Maturities: At December 31, 2014, the aggregate annual contractual maturities for long-term debt for the next five years were:
In Millions
| 2015 | 2016 | 2017 | 2018 | 2019 |
CMS Energy, including Consumers |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Long-term debt |  | $ | 519 |  | $ | 542 |  | $ | 734 |  | $ | 866 |  | $ | 1,234 |
Consumers |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Long-term debt |  | $ | 124 |  | $ | 198 |  | $ | 375 |  | $ | 523 |  | $ | 876 |
Revolving Credit Facilities: The following secured revolving credit facilities with banks were available at December 31, 2014:
In Millions
| Amount of | Amount | Letters of Credit | Amount |
Expiration Date | Facility | Borrowed | Outstanding | Available |
CMS Energy parent |  |  |  |  |  |  |  |  |  |  |  |  |
December 20, 2018 1 |  | $ | 550 |  | $ | - |  | $ | 3 |  | $ | 547 |
Consumers |  |  |  |  |  |  |  |  |  |  |  |  |
December 20, 2018 2 |  | $ | 650 |  | $ | - |  | $ | 35 |  | $ | 615 |
May 9, 2018 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 December 31, 2014, no accounts receivable had been transferred under the program. During the year ended December 31, 2014, Consumers’ average short-term borrowings totaled $11 million, with a weighted-average annual interest rate of 0.85 percent. 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 support ed 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 December 31, 2014, $60 million of commercial paper notes were outstanding under this program, with a weighted-average annual interest rate of 0.49 percent. Contingently Convertible Securities: Presented in the following table are details about conversions of contingently convertible securities for the year ended December 31, 2014:
|  |  | Conversion | Shares |
|  | Principal | Value per | of Common | Cash Paid on |
| Conversion | Converted | $1,000 of | Stock Issued | Settlement |
| Date | (In Millions) | Principal | on Settlement | (In Millions) |
5.50% senior notes due 2029 | February 2014 |  | $ | 17 |  | $ | 1,968 | 605,531 |  | $ | 17 |
5.50% senior notes due 2029 | June 2014 |  |  | 155 |  |  | 2,215 | 6,372,578 |  |  | 155 |
Dividend Restrictions: A t December 31, 2014, payment of dividends by CMS Energy on its common stock was limited to $3.7 billion u nder provisions of the Michigan Business Corporation Act of 1972. Under the provisions of its articles of incorporation, at December 31, 2014, Consumers had $768 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 year ended December 31, 2014, Consumers paid $457 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, and
| · |  | 10 million shares of CMS Energy Preferred Stock, par value $0.01 per share.
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. Presented in the following table are the transactions that CMS Energy has entered into under the program:
| Number of | Average | Proceeds |
| Shares Issued | Price per Share | (In Millions) |
March 2014 | 1,070,080 |  | $ | 28.04 |  | $ | 30 |
Preferred Stock of Subsidiary: Presented in the following table are details about Consumers’ preferred stock outstanding:
|  |  |  | Optional | Number of | Balance |
|  |  |  | Redemption | Shares | Outstanding |
| Series | Price | Outstanding | (In Millions) |
December 31 |  |  |  |  |  |  |  | 2014 | 2013 |
Cumulative, $100 par value, authorized 7,500,000 shares, with no mandatory redemption |  | $ | 4.50 |  | $ | 110.00 | 373,148 |  | $ | 37 |  | $ | 37 |
Consumers Energy Company [Member] |
Financings And Capitalization | 5:FINANCINGS AND CAPITALIZATION Presented in the following table is CMS Energy’s long-term debt at December 31:
In Millions
| Interest Rate (%) |  | Maturity | 2014 | 2013 |
CMS Energy parent |  |  |  |  |  |  |  |  |  |
Senior notes | 6.875 | 1 | 2015 |  | $ | - |  | $ | 125 |
| 4.250 | 2 | 2015 |  |  | - |  |  | 250 |
| 6.550 |  | 2017 |  |  | 250 |  |  | 250 |
| 5.050 |  | 2018 |  |  | 250 |  |  | 250 |
| 8.750 |  | 2019 |  |  | 300 |  |  | 300 |
| 6.250 |  | 2020 |  |  | 300 |  |  | 300 |
| 5.050 |  | 2022 |  |  | 300 |  |  | 300 |
| 3.875 |  | 2024 |  |  | 250 |  |  | - |
| 5.500 | 3 | 2029 |  |  | - |  |  | 172 |
| 4.700 |  | 2043 |  |  | 250 |  |  | 250 |
| 4.875 |  | 2044 |  |  | 300 |  |  | - |
Total CMS Energy senior notes |  |  |  |  | $ | 2,200 |  | $ | 2,197 |
Term loan facility | variable | 4 | 2017 |  |  | 180 |  |  | 180 |
Total CMS Energy parent |  |  |  |  | $ | 2,380 |  | $ | 2,377 |
Consumers |  |  |  |  | $ | 5,283 |  | $ | 4,625 |
Other CMS Energy subsidiaries |  |  |  |  |  |  |  |  |  |
EnerBank certificates of deposits | 1.218 | 5 | 2015-2024 |  | $ | 884 |  | $ | 652 |
Total other CMS Energy subsidiaries |  |  |  |  | $ | 884 |  | $ | 652 |
Total CMS Energy principal amount outstanding |  |  |  |  | $ | 8,547 |  | $ | 7,654 |
Current amounts |  |  |  |  |  | (519) |  |  | (541) |
Net unamortized discounts |  |  |  |  |  | (12) |  |  | (12) |
Total CMS Energy long-term debt |  |  |  |  | $ | 8,016 |  | $ | 7,101 |
| 1 |  | In April 2014, CMS Energy retired its 6.875 percent senior notes.
| 2 |  | In December 2014, CMS Energy retired its 4.25 percent senior notes.
| 3 |  | In June 2014, CMS Energy retired its remaining 5.50 percent contingently convertible notes. See the “Contingently Convertible Securities” section in this Note for further discussion of the conversions.
| 4 |  | Outstanding borrowings bear interest at an annual interest rate of LIBOR plus 1.25 percent (1.42 percent at December 31, 2014).
| 5 |  | The weighted-average interest rate for EnerBank’s certificates of deposit was 1.22 percent at December 31, 2014 and 1.09 percent at December 31, 2013. EnerBank’s primary deposit product consists of brokered certificates of deposit with varying maturities and having a face value of $1,000.
Presented in the following table is Consumers’ long-term debt at December 31:
In Millions
| Interest Rate (%) |  | Maturity | 2014 | 2013 |
Consumers |  |  |  |  |  |  |  |  |  |
FMBs 1 | 2.600 |  | 2015 |  | $ | 50 |  | $ | 50 |
| 5.500 | 2 | 2016 |  |  | 173 |  |  | 350 |
| 5.150 |  | 2017 |  |  | 250 |  |  | 250 |
| 3.210 |  | 2017 |  |  | 100 |  |  | 100 |
| 5.650 |  | 2018 |  |  | 250 |  |  | 250 |
| 6.125 |  | 2019 |  |  | 350 |  |  | 350 |
| 6.700 |  | 2019 |  |  | 500 |  |  | 500 |
| 5.650 |  | 2020 |  |  | 300 |  |  | 300 |
| 3.770 |  | 2020 |  |  | 100 |  |  | 100 |
| 5.300 |  | 2022 |  |  | 250 |  |  | 250 |
| 2.850 |  | 2022 |  |  | 375 |  |  | 375 |
| 3.375 |  | 2023 |  |  | 325 |  |  | 325 |
| 3.190 |  | 2024 |  |  | 52 |  |  | 52 |
| 3.125 |  | 2024 |  |  | 250 |  |  | - |
| 3.390 |  | 2027 |  |  | 35 |  |  | 35 |
| 5.800 |  | 2035 |  |  | 175 |  |  | 175 |
| 6.170 |  | 2040 |  |  | 50 |  |  | 50 |
| 4.970 |  | 2040 |  |  | 50 |  |  | 50 |
| 4.310 |  | 2042 |  |  | 263 |  |  | 263 |
| 3.950 |  | 2043 |  |  | 425 |  |  | 425 |
| 4.350 |  | 2064 |  |  | 250 |  |  | - |
|  |  |  |  | $ | 4,573 |  | $ | 4,250 |
Securitization bonds | 5.760 | 3 | 2015 |  |  | 49 |  |  | 92 |
| 2.597 | 4 | 2020-2029 | 5 |  | 378 |  |  | - |
|  |  |  |  | $ | 427 |  | $ | 92 |
Senior notes | 6.875 |  | 2018 |  |  | 180 |  |  | 180 |
Tax-exempt pollution control revenue bonds | various |  | 2018-2035 |  |  | 103 |  |  | 103 |
Total Consumers principal amount outstanding |  |  |  |  | $ | 5,283 |  | $ | 4,625 |
Current amounts |  |  |  |  |  | (124) |  |  | (43) |
Net unamortized discounts |  |  |  |  |  | (5) |  |  | (3) |
Total Consumers long-term debt |  |  |  |  | $ | 5,154 |  | $ | 4,579 |
| 1 |  | The weighted-average interest rate for Consumers’ FMBs was 4.75 percent at December 31, 2014 and 4.90 percent at December 31, 2013.
| 2 |  | In August 2014, Consumers retired $177 million of its 5.50 percent FMBs.
| 3 |  | The interest rate for Consumers’ Securitization bonds issued through its subsidiary Consumers Funding was 5.76 percent at December 31, 2014 and 2013.
| 4 |  | The weighted-average interest rate for Consumers’ Securitization bonds issued through its subsidiary Consumers 2014 Securitization Funding was 2.60 percent at December 31, 2014.
| 5 |  | Principal and interest payments are made semiannually beginning in 2015.
Financings: Presented in the following table is a summary of major long-term debt transactions during the year ended December 31, 2014:
| Principal |  | Issue/Retirement |  |
| (In Millions) | Interest Rate |  | Date | Maturity Date |
Debt issuances |  |  |  |  |  |  |  |
CMS Energy parent |  |  |  |  |  |  |  |
Senior notes |  | $ | 250 | 3.875 | % | February 2014 | March 2024 |
Senior notes |  |  | 300 | 4.875 |  | February 2014 | March 2044 |
Total CMS Energy parent |  | $ | 550 |  |  |  |  |
Consumers |  |  |  |  |  |  |  |
Securitization bonds 1 |  | $ | 124 | 1.334 | % | July 2014 | November 2020 |
Securitization bonds 1 |  |  | 139 | 2.962 |  | July 2014 | November 2025 |
Securitization bonds 1 |  |  | 115 | 3.528 |  | July 2014 | May 2029 |
FMBs |  |  | 250 | 3.125 |  | August 2014 | August 2024 |
FMBs |  |  | 250 | 4.350 |  | August 2014 | August 2064 |
Total Consumers |  | $ | 878 |  |  |  |  |
Total CMS Energy |  | $ | 1,428 |  |  |  |  |
Debt retirements |  |  |  |  |  |  |  |
CMS Energy parent |  |  |  |  |  |  |  |
Senior notes 2 |  | $ | 125 | 6.875 | % | April 2014 | December 2015 |
Senior notes |  |  | 155 | 5.500 |  | June 2014 | June 2029 |
Senior notes 3 |  |  | 250 | 4.250 |  | December 2014 | September 2015 |
Total CMS Energy parent |  | $ | 530 |  |  |  |  |
Consumers |  |  |  |  |  |  |  |
FMBs |  | $ | 177 | 5.500 | % | August 2014 | August 2016 |
Total Consumers |  | $ | 177 |  |  |  |  |
Total CMS Energy |  | $ | 707 |  |  |  |  |
| 1 |  | For additional details regarding the Securitization, see Note 3, Regulatory Matters and the “Securitization Bonds” section in this Note.
| 2 |  | CMS Energy retired this debt at a premium and recorded a loss on extinguishment of $13 million in other expense on its consolidated statements of income.
| 3 |  | CMS Energy retired this debt at a premium and recorded a loss on extinguishment of $7 million in other expense on its consolidated statements of income.
FMBs: Consumers secures its FMBs by a mortgage and lien on substantially all of its property. Consumers’ ability to issue FMBs 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. Regulatory Authorization for Financings: Consumers is required to maintain FERC authorization for financings. In June 2014, Consumers received authorization from FERC to have outstanding, at any one time, up to $800 million of secured and unsecured short-term securities for general corporate purposes. A t December 31, 2014, Consumers had entered into short-term borrowing programs allowing it to issue up to $800 million in short-term securities; $60 million of securities were outstanding under these programs. FERC has also authorized Consumers to issue and sell up to $1.9 billion of secured and unsecured long-term securities for general corporate purposes. The remaining availability was $1.4 b illion at December 31, 2014. The authorizations were effective July 1, 2014 and terminate June 30, 2016. Any long-term issuances during the authorization period are exempt from FERC’s competitive bidding and negotiated placement requirements. Securitization Bonds: Certain regulatory assets held by two of Consumers’ subsidiaries, Consumers Funding and Consumers 2014 Securitization Funding, collateralize Consumers’ Securitization bonds. The bondholders have no recourse to Consumers’ assets except for those held by the subsidiary that issued the bond s. Consumers collects Securitization surcharges to cover the principal and interest on the bonds as well as certain other qualified costs. The surcharges collected are remitted to a trustee and are not available to creditors of Consumers or creditors of Consumers’ affiliates other than the subsidiary that issued the bond s. Debt Maturities: At December 31, 2014, the aggregate annual contractual maturities for long-term debt for the next five years were:
In Millions
| 2015 | 2016 | 2017 | 2018 | 2019 |
CMS Energy, including Consumers |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Long-term debt |  | $ | 519 |  | $ | 542 |  | $ | 734 |  | $ | 866 |  | $ | 1,234 |
Consumers |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Long-term debt |  | $ | 124 |  | $ | 198 |  | $ | 375 |  | $ | 523 |  | $ | 876 |
Revolving Credit Facilities: The following secured revolving credit facilities with banks were available at December 31, 2014:
In Millions
| Amount of | Amount | Letters of Credit | Amount |
Expiration Date | Facility | Borrowed | Outstanding | Available |
CMS Energy parent |  |  |  |  |  |  |  |  |  |  |  |  |
December 20, 2018 1 |  | $ | 550 |  | $ | - |  | $ | 3 |  | $ | 547 |
Consumers |  |  |  |  |  |  |  |  |  |  |  |  |
December 20, 2018 2 |  | $ | 650 |  | $ | - |  | $ | 35 |  | $ | 615 |
May 9, 2018 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 December 31, 2014, no accounts receivable had been transferred under the program. During the year ended December 31, 2014, Consumers’ average short-term borrowings totaled $11 million, with a weighted-average annual interest rate of 0.85 percent. 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 support ed 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 December 31, 2014, $60 million of commercial paper notes were outstanding under this program, with a weighted-average annual interest rate of 0.49 percent. Contingently Convertible Securities: Presented in the following table are details about conversions of contingently convertible securities for the year ended December 31, 2014:
|  |  | Conversion | Shares |
|  | Principal | Value per | of Common | Cash Paid on |
| Conversion | Converted | $1,000 of | Stock Issued | Settlement |
| Date | (In Millions) | Principal | on Settlement | (In Millions) |
5.50% senior notes due 2029 | February 2014 |  | $ | 17 |  | $ | 1,968 | 605,531 |  | $ | 17 |
5.50% senior notes due 2029 | June 2014 |  |  | 155 |  |  | 2,215 | 6,372,578 |  |  | 155 |
Dividend Restrictions: A t December 31, 2014, payment of dividends by CMS Energy on its common stock was limited to $3.7 billion u nder provisions of the Michigan Business Corporation Act of 1972. Under the provisions of its articles of incorporation, at December 31, 2014, Consumers had $768 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 year ended December 31, 2014, Consumers paid $457 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, and
| · |  | 10 million shares of CMS Energy Preferred Stock, par value $0.01 per share.
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. Presented in the following table are the transactions that CMS Energy has entered into under the program:
| Number of | Average | Proceeds |
| Shares Issued | Price per Share | (In Millions) |
March 2014 | 1,070,080 |  | $ | 28.04 |  | $ | 30 |
Preferred Stock of Subsidiary: Presented in the following table are details about Consumers’ preferred stock outstanding:
|  |  |  | Optional | Number of | Balance |
|  |  |  | Redemption | Shares | Outstanding |
| Series | Price | Outstanding | (In Millions) |
December 31 |  |  |  |  |  |  |  | 2014 | 2013 |
Cumulative, $100 par value, authorized 7,500,000 shares, with no mandatory redemption |  | $ | 4.50 |  | $ | 110.00 | 373,148 |  | $ | 37 |  | $ | 37 |

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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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