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Financings and Capitalization | 6 Months Ended
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Jun. 30, 2019
Debt Instrument [Line Items] |
Financings and Capitalization | Financings and Capitalization Financings: Presented in the following table is a summary of major long‑term debt transactions during the six months ended June 30, 2019:
| Principal (In Millions) |  | Interest Rate |  | Issue/Retirement Date | Maturity Date
Debt issuances |  |  |  |  |
CMS Energy, parent only |  |  |  |  |
Term loan facility |  | $ | 300 |  | variable |  | January 2019 | December 2019
Junior subordinated notes 1 |  | 630 |  | 5.875 | % | February 2019 | March 2079
Term loan facility 2 |  | 165 |  | variable |  | June 2019 | June 2020
Total CMS Energy, parent only |  | $ | 1,095 |  |  |  |
Consumers |  |  |  |  |
First mortgage bonds |  | $ | 300 |  | 3.750 | % | May 2019 | February 2050
Total Consumers |  | $ | 300 |  |  |  |
Total CMS Energy |  | $ | 1,395 |  |  |  |
Debt retirements |  |  |  |  |
CMS Energy, parent only |  |  |  |  |
Term loan facility |  | $ | 300 |  | variable |  | February 2019 | December 2019
Term loan facility |  | 180 |  | variable |  | February 2019 | April 2019
Total CMS Energy, parent only |  | $ | 480 |  |  |  |
Consumers |  |  |  |  |
First mortgage bonds |  | $ | 300 |  | 5.650 | % | May 2019 | April 2020
Total Consumers |  | $ | 300 |  |  |  |
Total CMS Energy |  | $ | 780 |  |  |  |
1 | These unsecured obligations rank subordinate and junior in right of payment to all of CMS Energy’s existing and future senior indebtedness.
2 | Outstanding borrowings bear interest at an annual rate of LIBOR plus 0.500 percent (2.845 percent at June 30, 2019).
Revolving Credit Facilities: The following revolving credit facilities with banks were available at June 30, 2019:
In Millions |
Expiration Date | Amount of Facility |  | Amount Borrowed |  | Letters of Credit Outstanding |  | Amount Available |
CMS Energy, parent only |  |  |  |  |  |  |  |
June 5, 2023 |  | $ | 550 |  |  | $ | — |  |  | $ | 2 |  |  | $ | 548 |
CMS Enterprises, including subsidiaries |  |  |  |  |  |  |  |
September 30, 2025 1 |  | $ | 18 |  |  | $ | — |  |  | $ | 8 |  |  | $ | 10 |
Consumers 2 |  |  |  |  |  |  |  |
June 5, 2023 |  | $ | 850 |  |  | $ | — |  |  | $ | 7 |  |  | $ | 843 |
November 23, 2020 |  | 250 |  |  | — |  |  | 15 |  |  | 235 |
September 9, 2019 3 |  | 30 |  |  | — |  |  | 30 |  |  | — |
1 | Under this facility, $8 million is available solely for the purpose of issuing letters of credit. Obligations under this facility are secured by the collateral accounts with the lending bank.
2 | Obligations under these facilities are secured by first mortgage bonds of Consumers.
3 | In July 2019, Consumers amended this revolving credit facility by extending the expiration date to April 2022.
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 of the facilities. At June 30, 2019, there were no commercial paper notes outstanding under this program. Dividend Restrictions: At June 30, 2019, payment of dividends by CMS Energy on its common stock was limited to $4.9 billion under provisions of the Michigan Business Corporation Act of 1972. Under the provisions of its articles of incorporation, at June 30, 2019, Consumers had $1.3 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 six months ended June 30, 2019, Consumers paid $272 million in dividends on its common stock to CMS Energy. Issuance of Common Stock: In 2018, CMS Energy entered into an equity offering program under which it may sell, from time to time, shares of CMS Energy common stock having an aggregate sales price of up to $250 million. Under this program, CMS Energy may sell its common stock in privately negotiated transactions, in “at the market” offerings, through forward sales transactions or otherwise. CMS Energy has entered into forward sales contracts having an aggregate sales price of $250 million. Presented in the following table are details of these contracts:
Contract Date | Maturity Date | Number of Shares |  | Initial Forward Price Per Share |
November 16, 2018 | May 16, 2020 | 2,017,783 |  |  | $ | 49.06 |
November 20, 2018 | May 20, 2020 | 777,899 |  |  | 50.91 |
February 21, 2019 | August 21, 2020 | 2,083,340 |  |  | 52.27 |
These contracts allow CMS Energy to either physically settle the contracts by issuing shares of its common stock at the then‑applicable forward sale price specified by the agreement or net settle the contracts through the delivery or receipt of cash or shares. CMS Energy may settle the contracts at any time through their maturity dates, and presently intends to physically settle the contracts by delivering shares of its common stock. The initial forward price in the forward equity sale contracts includes a deduction for commissions and will be adjusted on a daily basis over the term based on an interest rate factor and decreased on certain dates by certain predetermined amounts to reflect expected dividend payments. No amounts have or will be recorded on CMS Energy’s consolidated balance sheets until settlements of the forward equity sale contracts occur. If CMS Energy had elected to net share settle the contracts as of June 30, 2019, CMS Energy would have been required to deliver 621,923 shares.
Consumers Energy Company |
Debt Instrument [Line Items] |
Financings and Capitalization | Financings and Capitalization Financings: Presented in the following table is a summary of major long‑term debt transactions during the six months ended June 30, 2019:
| Principal (In Millions) |  | Interest Rate |  | Issue/Retirement Date | Maturity Date
Debt issuances |  |  |  |  |
CMS Energy, parent only |  |  |  |  |
Term loan facility |  | $ | 300 |  | variable |  | January 2019 | December 2019
Junior subordinated notes 1 |  | 630 |  | 5.875 | % | February 2019 | March 2079
Term loan facility 2 |  | 165 |  | variable |  | June 2019 | June 2020
Total CMS Energy, parent only |  | $ | 1,095 |  |  |  |
Consumers |  |  |  |  |
First mortgage bonds |  | $ | 300 |  | 3.750 | % | May 2019 | February 2050
Total Consumers |  | $ | 300 |  |  |  |
Total CMS Energy |  | $ | 1,395 |  |  |  |
Debt retirements |  |  |  |  |
CMS Energy, parent only |  |  |  |  |
Term loan facility |  | $ | 300 |  | variable |  | February 2019 | December 2019
Term loan facility |  | 180 |  | variable |  | February 2019 | April 2019
Total CMS Energy, parent only |  | $ | 480 |  |  |  |
Consumers |  |  |  |  |
First mortgage bonds |  | $ | 300 |  | 5.650 | % | May 2019 | April 2020
Total Consumers |  | $ | 300 |  |  |  |
Total CMS Energy |  | $ | 780 |  |  |  |
1 | These unsecured obligations rank subordinate and junior in right of payment to all of CMS Energy’s existing and future senior indebtedness.
2 | Outstanding borrowings bear interest at an annual rate of LIBOR plus 0.500 percent (2.845 percent at June 30, 2019).
Revolving Credit Facilities: The following revolving credit facilities with banks were available at June 30, 2019:
In Millions |
Expiration Date | Amount of Facility |  | Amount Borrowed |  | Letters of Credit Outstanding |  | Amount Available |
CMS Energy, parent only |  |  |  |  |  |  |  |
June 5, 2023 |  | $ | 550 |  |  | $ | — |  |  | $ | 2 |  |  | $ | 548 |
CMS Enterprises, including subsidiaries |  |  |  |  |  |  |  |
September 30, 2025 1 |  | $ | 18 |  |  | $ | — |  |  | $ | 8 |  |  | $ | 10 |
Consumers 2 |  |  |  |  |  |  |  |
June 5, 2023 |  | $ | 850 |  |  | $ | — |  |  | $ | 7 |  |  | $ | 843 |
November 23, 2020 |  | 250 |  |  | — |  |  | 15 |  |  | 235 |
September 9, 2019 3 |  | 30 |  |  | — |  |  | 30 |  |  | — |
1 | Under this facility, $8 million is available solely for the purpose of issuing letters of credit. Obligations under this facility are secured by the collateral accounts with the lending bank.
2 | Obligations under these facilities are secured by first mortgage bonds of Consumers.
3 | In July 2019, Consumers amended this revolving credit facility by extending the expiration date to April 2022.
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 of the facilities. At June 30, 2019, there were no commercial paper notes outstanding under this program. Dividend Restrictions: At June 30, 2019, payment of dividends by CMS Energy on its common stock was limited to $4.9 billion under provisions of the Michigan Business Corporation Act of 1972. Under the provisions of its articles of incorporation, at June 30, 2019, Consumers had $1.3 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 six months ended June 30, 2019, Consumers paid $272 million in dividends on its common stock to CMS Energy. Issuance of Common Stock: In 2018, CMS Energy entered into an equity offering program under which it may sell, from time to time, shares of CMS Energy common stock having an aggregate sales price of up to $250 million. Under this program, CMS Energy may sell its common stock in privately negotiated transactions, in “at the market” offerings, through forward sales transactions or otherwise. CMS Energy has entered into forward sales contracts having an aggregate sales price of $250 million. Presented in the following table are details of these contracts:
Contract Date | Maturity Date | Number of Shares |  | Initial Forward Price Per Share |
November 16, 2018 | May 16, 2020 | 2,017,783 |  |  | $ | 49.06 |
November 20, 2018 | May 20, 2020 | 777,899 |  |  | 50.91 |
February 21, 2019 | August 21, 2020 | 2,083,340 |  |  | 52.27 |
These contracts allow CMS Energy to either physically settle the contracts by issuing shares of its common stock at the then‑applicable forward sale price specified by the agreement or net settle the contracts through the delivery or receipt of cash or shares. CMS Energy may settle the contracts at any time through their maturity dates, and presently intends to physically settle the contracts by delivering shares of its common stock. The initial forward price in the forward equity sale contracts includes a deduction for commissions and will be adjusted on a daily basis over the term based on an interest rate factor and decreased on certain dates by certain predetermined amounts to reflect expected dividend payments. No amounts have or will be recorded on CMS Energy’s consolidated balance sheets until settlements of the forward equity sale contracts occur. If CMS Energy had elected to net share settle the contracts as of June 30, 2019, CMS Energy would have been required to deliver 621,923 shares.

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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://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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