XML 29 R12.htm IDEA: XBRL DOCUMENT
v3.21.2

Financings And Capitalization | 9 Months Ended
--- | ---
Sep. 30, 2021
Debt Instrument [Line Items] |
Financings and Capitalization | Financings and Capitalization Financings: Presented in the following table is a summary of major long-term debt issuances during the nine months ended September 30, 2021:
| Principal (In Millions) | Interest Rate | Issuance Date | Maturity Date
Consumers |  |  |  |  |
First mortgage bonds |  | $ | 300 |  | 2.650% | August 2021 | August 2052
In July 2020, Consumers purchased, in lieu of redemption, $35 million of variable-rate tax-exempt revenue bonds that mature in April 2035. In October 2021, Consumers remarketed the $35 million variable-rate tax-exempt revenue bonds, bearing interest at a rate of 0.875 percent through October 2026, at which time the rate will reset. In October 2021, CMS Energy retired its $200 million term loan with a maturity of November 2021. Credit Facilities: The following credit facilities with banks were available at September 30, 2021:
In Millions
Expiration Date | Amount of Facility | Amount Borrowed | Letters of Credit Outstanding | Amount Available
CMS Energy, parent only |  |  |  |  |  |  |  |
June 5, 2024 |  | $ | 550 |  |  | $ | — |  |  | $ | 18 |  |  | $ | 532 |
September 23, 2022 1 |  | 31 |  |  | — |  |  | 31 |  |  | — |
CMS Enterprises, including subsidiaries |  |  |  |  |  |  |  |
September 25, 2025 2 |  | $ | 39 |  |  | $ | — |  |  | $ | 39 |  |  | $ | — |
September 30, 2025 3 |  | 18 |  |  | — |  |  | 8 |  |  | 10 |
Consumers 4 |  |  |  |  |  |  |  |
June 5, 2024 |  | $ | 850 |  |  | $ | — |  |  | $ | 12 |  |  | $ | 838 |
November 19, 2022 |  | 250 |  |  | — |  |  | 1 |  |  | 249 |
April 18, 2022 |  | 30 |  |  | — |  |  | 30 |  |  | — |
1 The maximum aggregate of letters of credit that may be issued under this facility is $50 million. The amount remaining under the facility is uncommitted. 2 This letter of credit facility is available to Aviator Wind Equity Holdings. For more information regarding Aviator Wind Equity Holdings, see Note 12, Variable Interest Entities. 3 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. 4 Obligations under these facilities are secured by first mortgage bonds of Consumers. Short-term Borrowings: Under Consumers’ commercial paper program, Consumers may issue, in one or more placements, investment-grade commercial paper notes with maturities of up to 365 days at market interest 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 September 30, 2021, there were no commercial paper notes outstanding under this program. In December 2020, Consumers renewed a short-term credit agreement with CMS Energy, permitting Consumers to borrow up to $350 million at an interest rate of one month LIBOR minus 0.100 percent. In October 2021, Consumers increased the limit at which it could borrow under the agreement to $500 million. At September 30, 2021, there were no outstanding loans under the agreement. Dividend Restrictions: At September 30, 2021, payment of dividends by CMS Energy on its common stock was limited to $5.9 billion under provisions of the Michigan Business Corporation Act of 1972. Under the provisions of its articles of incorporation, at September 30, 2021, Consumers had $1.8 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. During the nine months ended September 30, 2021, Consumers paid $570 million in dividends on its common stock to CMS Energy. Issuance of Common Stock: In 2020, CMS Energy entered into an equity offering program under which it may sell, from time to time, shares of CMS Energy common stock. Under the 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 may sell shares of its common stock having an aggregate sales price of up to $500 million. Presented in the following table are details of CMS Energy’s forward sales contracts under this program at September 30, 2021:
|  |  | Forward Price Per Share
Contract Date | Maturity Date | Number of Shares | Initial | September 30, 2021
September 15, 2020 | June 30, 2022 | 846,759 |  | $ | 61.04 |  |  | $ | 59.01 |
December 22, 2020 | June 22, 2022 | 115,595 |  | 61.81 |  |  | 60.27 |
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 are 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 September 30, 2021, CMS Energy would have been required to deliver 10,266 shares. Issuance of Preferred Stock: On July 1, 2021, CMS Energy issued 9.2 million depositary shares, each representing 1/1,000th share of its Series C preferred stock, at a price of $25.00 per depositary share. The transaction resulted in net proceeds of $224 million, which will be used for general corporate purposes. Dividends on the preferred stock accumulate at an annual rate of 4.200 percent and are payable quarterly, commencing on October 15, 2021. The Series C preferred stock has no maturity or mandatory redemption date and is not redeemable at the option of the holders. CMS Energy may, at its option, redeem the Series C preferred stock, in whole or in part, at a price equal to $25,000 per share (equivalent to $25.00 per depositary share), plus accumulated and unpaid dividends, at any time on or after July 15, 2026. The Series C preferred stock ranks senior to CMS Energy’s common stock with respect to dividend rights and distribution rights upon liquidation.
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 issuances during the nine months ended September 30, 2021:
| Principal (In Millions) | Interest Rate | Issuance Date | Maturity Date
Consumers |  |  |  |  |
First mortgage bonds |  | $ | 300 |  | 2.650% | August 2021 | August 2052
In July 2020, Consumers purchased, in lieu of redemption, $35 million of variable-rate tax-exempt revenue bonds that mature in April 2035. In October 2021, Consumers remarketed the $35 million variable-rate tax-exempt revenue bonds, bearing interest at a rate of 0.875 percent through October 2026, at which time the rate will reset. In October 2021, CMS Energy retired its $200 million term loan with a maturity of November 2021. Credit Facilities: The following credit facilities with banks were available at September 30, 2021:
In Millions
Expiration Date | Amount of Facility | Amount Borrowed | Letters of Credit Outstanding | Amount Available
CMS Energy, parent only |  |  |  |  |  |  |  |
June 5, 2024 |  | $ | 550 |  |  | $ | — |  |  | $ | 18 |  |  | $ | 532 |
September 23, 2022 1 |  | 31 |  |  | — |  |  | 31 |  |  | — |
CMS Enterprises, including subsidiaries |  |  |  |  |  |  |  |
September 25, 2025 2 |  | $ | 39 |  |  | $ | — |  |  | $ | 39 |  |  | $ | — |
September 30, 2025 3 |  | 18 |  |  | — |  |  | 8 |  |  | 10 |
Consumers 4 |  |  |  |  |  |  |  |
June 5, 2024 |  | $ | 850 |  |  | $ | — |  |  | $ | 12 |  |  | $ | 838 |
November 19, 2022 |  | 250 |  |  | — |  |  | 1 |  |  | 249 |
April 18, 2022 |  | 30 |  |  | — |  |  | 30 |  |  | — |
1 The maximum aggregate of letters of credit that may be issued under this facility is $50 million. The amount remaining under the facility is uncommitted. 2 This letter of credit facility is available to Aviator Wind Equity Holdings. For more information regarding Aviator Wind Equity Holdings, see Note 12, Variable Interest Entities. 3 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. 4 Obligations under these facilities are secured by first mortgage bonds of Consumers. Short-term Borrowings: Under Consumers’ commercial paper program, Consumers may issue, in one or more placements, investment-grade commercial paper notes with maturities of up to 365 days at market interest 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 September 30, 2021, there were no commercial paper notes outstanding under this program. In December 2020, Consumers renewed a short-term credit agreement with CMS Energy, permitting Consumers to borrow up to $350 million at an interest rate of one month LIBOR minus 0.100 percent. In October 2021, Consumers increased the limit at which it could borrow under the agreement to $500 million. At September 30, 2021, there were no outstanding loans under the agreement. Dividend Restrictions: At September 30, 2021, payment of dividends by CMS Energy on its common stock was limited to $5.9 billion under provisions of the Michigan Business Corporation Act of 1972. Under the provisions of its articles of incorporation, at September 30, 2021, Consumers had $1.8 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. During the nine months ended September 30, 2021, Consumers paid $570 million in dividends on its common stock to CMS Energy. Issuance of Common Stock: In 2020, CMS Energy entered into an equity offering program under which it may sell, from time to time, shares of CMS Energy common stock. Under the 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 may sell shares of its common stock having an aggregate sales price of up to $500 million. Presented in the following table are details of CMS Energy’s forward sales contracts under this program at September 30, 2021:
|  |  | Forward Price Per Share
Contract Date | Maturity Date | Number of Shares | Initial | September 30, 2021
September 15, 2020 | June 30, 2022 | 846,759 |  | $ | 61.04 |  |  | $ | 59.01 |
December 22, 2020 | June 22, 2022 | 115,595 |  | 61.81 |  |  | 60.27 |
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 are 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 September 30, 2021, CMS Energy would have been required to deliver 10,266 shares. Issuance of Preferred Stock: On July 1, 2021, CMS Energy issued 9.2 million depositary shares, each representing 1/1,000th share of its Series C preferred stock, at a price of $25.00 per depositary share. The transaction resulted in net proceeds of $224 million, which will be used for general corporate purposes. Dividends on the preferred stock accumulate at an annual rate of 4.200 percent and are payable quarterly, commencing on October 15, 2021. The Series C preferred stock has no maturity or mandatory redemption date and is not redeemable at the option of the holders. CMS Energy may, at its option, redeem the Series C preferred stock, in whole or in part, at a price equal to $25,000 per share (equivalent to $25.00 per depositary share), plus accumulated and unpaid dividends, at any time on or after July 15, 2026. The Series C preferred stock ranks senior to CMS Energy’s common stock with respect to dividend rights and distribution rights upon liquidation.

X
- 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 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (h) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (d) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (g) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1E -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (i) -URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 + Details
Name: | us-gaap_DebtDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. + References No definition available. + Details
Name: | us-gaap_DebtInstrumentLineItems
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Details
Name: | dei_LegalEntityAxis=cms_ConsumersEnergyCompanyMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |