v3.25.2
Financings and Capitalization
 6 Months Ended
Jun. 30, 2025
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 six months ended June 30, 2025:
Principal
(In Millions)		Interest Rate (%)Issuance DateMaturity Date
CMS Energy, parent only
Junior subordinated notes1
$1,000 6.500 February 2025June 2055
Term loan credit agreement110 variableFebruary 2025December 2025
Total CMS Energy, parent only$1,110 
NorthStar Clean Energy, including subsidiaries
Construction financing agreement2
$132 variableFebruary 2025
Five years after conversion date2
Total NorthStar Clean Energy, including subsidiaries$132 
Consumers
First mortgage bonds$500 4.500 May 2025January 2031
First mortgage bonds625 5.050 May 2025May 2035
Total Consumers$1,125 
Total CMS Energy$2,367 
1These unsecured obligations rank subordinate and junior in right of payment to all of CMS Energy’s existing and future senior indebtedness. On June 1, 2035, and every five years thereafter, the notes will reset to an interest rate equal to the five-year treasury rate plus 1.961 percent.
2At completion of project construction, scheduled for the first half of 2026, these financings will convert into a term loan that will mature five years after the conversion date.
Retirements: Presented in the following table is a summary of major long-term debt retirements during the six months ended June 30, 2025:
Principal
(In Millions)		Interest Rate (%)Retirement DateMaturity Date
CMS Energy, parent only
Term loan credit agreement$400 variableFebruary 2025September 2025
Term loan credit agreement200 variableFebruary 2025December 2025
Total CMS Energy, parent only$600 
Total CMS Energy$600 
CMS Energy’s Purchase of Consumers’ First Mortgage Bonds: CMS Energy purchased Consumers’ first mortgage bonds with a principal balance of $184 million during the three and six months ended June 30, 2025 in exchange for cash of $109 million. On a consolidated basis, CMS Energy’s repurchase of Consumers’ first mortgage bonds was accounted for as a debt extinguishment and resulted in a pre-tax gain of $72 million for the three and six months ended June 30, 2025, which was recorded in other income on CMS Energy’s consolidated statements of income. Interest expense related to the repurchased bonds was $7 million for the three months ended June 30, 2025 and $13 million for the six months ended June 30, 2025, which was recorded in interest expense - related parties on Consumers’ consolidated statements of income.
CMS Energy purchased Consumers’ first mortgage bonds with a principal balance of $151 million during the three months ended June 30, 2024 and $242 million during the six months ended June 30, 2024, in exchange for cash of $100 million and $169 million, respectively. On a consolidated basis, CMS Energy’s repurchase of Consumers’ first mortgage bonds was accounted for as a debt extinguishment and resulted in a pre-tax gain of $48 million for the three months ended June 30, 2024 and a pre-tax gain of $70 million for the six months ended June 30, 2024, which was recorded in other income on its consolidated statements of income. Interest expense related to the repurchased bonds was $4 million for the three months ended June 30, 2024 and $8 million for the six months ended June 30, 2024, which was recorded in interest expense - related parties on Consumers’ consolidated statements of income.
Credit Facilities: The following credit facilities with banks were available at June 30, 2025:
In Millions
Expiration DateAmount of FacilityAmount BorrowedLetters of Credit OutstandingAmount Available
CMS Energy, parent only
December 14, 20271
$550 $— $38 $512 
September 30, 2025
50 — 50 — 
NorthStar Clean Energy, including subsidiaries
May 30, 20282
$250 $160 $— $90 
September 25, 20253
37 — 37 — 
Upon completion of construction project4
19 — 12 7 
Consumers5
December 14, 2027
$1,100 $— $10 $1,090 
November 18, 2025
250 — 72 178 
March 31, 202850 — 24 26 
1There were no borrowings under this facility during the six months ended June 30, 2025.
2Obligations under this facility are secured by certain pledged equity interests in subsidiaries of NorthStar Clean Energy; under the terms of this facility, the interests may not be sold by NorthStar Clean Energy unless there is an agreed-upon substitution for the pledged equity interests. At June 30, 2025, the net book value of the pledged equity interests was $505 million. Also under the terms of this facility, NorthStar Clean Energy may be restricted from remitting cash dividends to CMS Energy in the event of default.
3This letter of credit facility is available to Aviator Wind Equity Holdings. For more information regarding Aviator Wind Equity Holdings, see Note 11, Variable Interest Entities.
4The letter of credit facility is available to certain subsidiaries of NorthStar Clean Energy. The letter of credit facility will expire upon completion of project construction scheduled for the first half of 2026.
5Obligations under these facilities are secured by first mortgage bonds of Consumers. There were no borrowings under these facilities during the six months ended June 30, 2025.
Regulatory Authorization for Financings: Consumers is required to maintain FERC authorization for financings. Any long-term issuances during the authorization period are exempt from FERC’s competitive bidding and negotiated placement requirements. Its short-term authorization ends on May 2, 2026. In February 2025, FERC approved Consumers’ application for authority to issue long-term debt securities. The authorization is effective February 21, 2025 through February 20, 2027.
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 June 30, 2025, there were no commercial paper notes outstanding under this program.
In December 2024, Consumers renewed a short-term credit agreement with CMS Energy, permitting Consumers to borrow up to $500 million at an interest rate of the prior month’s average one‑month Term SOFR minus 0.100 percent. At June 30, 2025, there were no outstanding borrowings under the agreement.
NorthStar Clean Energy’s Supplier Financing Program: Under a supplier financing program, NorthStar Clean Energy agrees to pay a bank that is acting as its payment agent the stated amount of confirmed invoices from participating suppliers on the original maturity dates of the invoices. The bank is required to pay the supplier invoices that have been confirmed as valid under the program in full within 135 days of the invoice date. NorthStar Clean Energy does not provide collateral or a guarantee to the bank in support of its payment obligations under the agreement, nor does it pay a fee for the service. NorthStar Clean Energy or the bank may terminate the supplier financing program agreement upon 30 days prior written notice to the other party. At June 30, 2025, obligations under this program accounted for as accounts payable on CMS Energy’s consolidated balance sheets were $43 million.
Dividend Restrictions: At June 30, 2025, payment of dividends by CMS Energy on its common stock was limited to $8.2 billion under provisions of the Michigan Business Corporation Act of 1972.
Under the provisions of its articles of incorporation, at June 30, 2025, Consumers had $2.4 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 six months ended June 30, 2025, Consumers paid $416 million in dividends on its common stock to CMS Energy.
Issuance of Common Stock: In 2023, CMS Energy entered into an equity offering program under which it may sell shares of its common stock having an aggregate sales price of up to $1 billion in privately negotiated transactions, in “at the market” offerings, or through forward sales transactions.
Presented in the following table are details of CMS Energy’s forward sales contracts under its current equity offering program at June 30, 2025:
Forward Price Per Share
Contract DateMaturity DateNumber of SharesInitialJune 30, 2025
December 16, 2024November 27, 2025400,581$69.43 $69.76 
February 25, 2025May 11, 2026757,68670.11 70.48 
March 14, 2025June 15, 2026551,16672.99 73.25 
June 13, 2025April 28, 20261,094,64371.70 71.80 
June 16, 2025September 16, 20262,150,00069.30 69.39 
Under these contracts, CMS Energy may either settle physically by issuing shares of its common stock at the then-applicable forward sale price specified by the agreement or settle net by delivering or receiving 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 or net cash settle the contracts as of June 30, 2025, it would not have been required to deliver shares or pay cash.
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 six months ended June 30, 2025:
Principal
(In Millions)		Interest Rate (%)Issuance DateMaturity Date
CMS Energy, parent only
Junior subordinated notes1
$1,000 6.500 February 2025June 2055
Term loan credit agreement110 variableFebruary 2025December 2025
Total CMS Energy, parent only$1,110 
NorthStar Clean Energy, including subsidiaries
Construction financing agreement2
$132 variableFebruary 2025
Five years after conversion date2
Total NorthStar Clean Energy, including subsidiaries$132 
Consumers
First mortgage bonds$500 4.500 May 2025January 2031
First mortgage bonds625 5.050 May 2025May 2035
Total Consumers$1,125 
Total CMS Energy$2,367 
1These unsecured obligations rank subordinate and junior in right of payment to all of CMS Energy’s existing and future senior indebtedness. On June 1, 2035, and every five years thereafter, the notes will reset to an interest rate equal to the five-year treasury rate plus 1.961 percent.
2At completion of project construction, scheduled for the first half of 2026, these financings will convert into a term loan that will mature five years after the conversion date.
Retirements: Presented in the following table is a summary of major long-term debt retirements during the six months ended June 30, 2025:
Principal
(In Millions)		Interest Rate (%)Retirement DateMaturity Date
CMS Energy, parent only
Term loan credit agreement$400 variableFebruary 2025September 2025
Term loan credit agreement200 variableFebruary 2025December 2025
Total CMS Energy, parent only$600 
Total CMS Energy$600 
CMS Energy’s Purchase of Consumers’ First Mortgage Bonds: CMS Energy purchased Consumers’ first mortgage bonds with a principal balance of $184 million during the three and six months ended June 30, 2025 in exchange for cash of $109 million. On a consolidated basis, CMS Energy’s repurchase of Consumers’ first mortgage bonds was accounted for as a debt extinguishment and resulted in a pre-tax gain of $72 million for the three and six months ended June 30, 2025, which was recorded in other income on CMS Energy’s consolidated statements of income. Interest expense related to the repurchased bonds was $7 million for the three months ended June 30, 2025 and $13 million for the six months ended June 30, 2025, which was recorded in interest expense - related parties on Consumers’ consolidated statements of income.
CMS Energy purchased Consumers’ first mortgage bonds with a principal balance of $151 million during the three months ended June 30, 2024 and $242 million during the six months ended June 30, 2024, in exchange for cash of $100 million and $169 million, respectively. On a consolidated basis, CMS Energy’s repurchase of Consumers’ first mortgage bonds was accounted for as a debt extinguishment and resulted in a pre-tax gain of $48 million for the three months ended June 30, 2024 and a pre-tax gain of $70 million for the six months ended June 30, 2024, which was recorded in other income on its consolidated statements of income. Interest expense related to the repurchased bonds was $4 million for the three months ended June 30, 2024 and $8 million for the six months ended June 30, 2024, which was recorded in interest expense - related parties on Consumers’ consolidated statements of income.
Credit Facilities: The following credit facilities with banks were available at June 30, 2025:
In Millions
Expiration DateAmount of FacilityAmount BorrowedLetters of Credit OutstandingAmount Available
CMS Energy, parent only
December 14, 20271
$550 $— $38 $512 
September 30, 2025
50 — 50 — 
NorthStar Clean Energy, including subsidiaries
May 30, 20282
$250 $160 $— $90 
September 25, 20253
37 — 37 — 
Upon completion of construction project4
19 — 12 7 
Consumers5
December 14, 2027
$1,100 $— $10 $1,090 
November 18, 2025
250 — 72 178 
March 31, 202850 — 24 26 
1There were no borrowings under this facility during the six months ended June 30, 2025.
2Obligations under this facility are secured by certain pledged equity interests in subsidiaries of NorthStar Clean Energy; under the terms of this facility, the interests may not be sold by NorthStar Clean Energy unless there is an agreed-upon substitution for the pledged equity interests. At June 30, 2025, the net book value of the pledged equity interests was $505 million. Also under the terms of this facility, NorthStar Clean Energy may be restricted from remitting cash dividends to CMS Energy in the event of default.
3This letter of credit facility is available to Aviator Wind Equity Holdings. For more information regarding Aviator Wind Equity Holdings, see Note 11, Variable Interest Entities.
4The letter of credit facility is available to certain subsidiaries of NorthStar Clean Energy. The letter of credit facility will expire upon completion of project construction scheduled for the first half of 2026.
5Obligations under these facilities are secured by first mortgage bonds of Consumers. There were no borrowings under these facilities during the six months ended June 30, 2025.
Regulatory Authorization for Financings: Consumers is required to maintain FERC authorization for financings. Any long-term issuances during the authorization period are exempt from FERC’s competitive bidding and negotiated placement requirements. Its short-term authorization ends on May 2, 2026. In February 2025, FERC approved Consumers’ application for authority to issue long-term debt securities. The authorization is effective February 21, 2025 through February 20, 2027.
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 June 30, 2025, there were no commercial paper notes outstanding under this program.
In December 2024, Consumers renewed a short-term credit agreement with CMS Energy, permitting Consumers to borrow up to $500 million at an interest rate of the prior month’s average one‑month Term SOFR minus 0.100 percent. At June 30, 2025, there were no outstanding borrowings under the agreement.
Dividend Restrictions: At June 30, 2025, payment of dividends by CMS Energy on its common stock was limited to $8.2 billion under provisions of the Michigan Business Corporation Act of 1972.
Under the provisions of its articles of incorporation, at June 30, 2025, Consumers had $2.4 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 six months ended June 30, 2025, Consumers paid $416 million in dividends on its common stock to CMS Energy.
Issuance of Common Stock: In 2023, CMS Energy entered into an equity offering program under which it may sell shares of its common stock having an aggregate sales price of up to $1 billion in privately negotiated transactions, in “at the market” offerings, or through forward sales transactions.
Presented in the following table are details of CMS Energy’s forward sales contracts under its current equity offering program at June 30, 2025:
Forward Price Per Share
Contract DateMaturity DateNumber of SharesInitialJune 30, 2025
December 16, 2024November 27, 2025400,581$69.43 $69.76 
February 25, 2025May 11, 2026757,68670.11 70.48 
March 14, 2025June 15, 2026551,16672.99 73.25 
June 13, 2025April 28, 20261,094,64371.70 71.80 
June 16, 2025September 16, 20262,150,00069.30 69.39 
Under these contracts, CMS Energy may either settle physically by issuing shares of its common stock at the then-applicable forward sale price specified by the agreement or settle net by delivering or receiving 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 or net cash settle the contracts as of June 30, 2025, it would not have been required to deliver shares or pay cash.
NorthStar Clean Energy  
Debt Instrument [Line Items]  
Financings and Capitalization
NorthStar Clean Energy’s Supplier Financing Program: Under a supplier financing program, NorthStar Clean Energy agrees to pay a bank that is acting as its payment agent the stated amount of confirmed invoices from participating suppliers on the original maturity dates of the invoices. The bank is required to pay the supplier invoices that have been confirmed as valid under the program in full within 135 days of the invoice date. NorthStar Clean Energy does not provide collateral or a guarantee to the bank in support of its payment obligations under the agreement, nor does it pay a fee for the service. NorthStar Clean Energy or the bank may terminate the supplier financing program agreement upon 30 days prior written notice to the other party. At June 30, 2025, obligations under this program accounted for as accounts payable on CMS Energy’s consolidated balance sheets were $43 million.