v3.26.1
Financings and Capitalization
 6 Months Ended
Jun. 30, 2026
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, 2026:
Principal
(In Millions)		Interest Rate (%)Issuance DateMaturity Date
NorthStar Clean Energy
Term loan1
$24 variableApril 2026June 2031
Term loan1
90 variableJune 2026June 2031
Construction financing agreement2
252 variableMarch 2026Five years after conversion date
Total NorthStar Clean Energy$366 
Consumers
First mortgage bonds$850 5.125 May 2026May 2036
Total Consumers$850 
Total CMS Energy$1,216 
1At completion of project construction, NorthStar Clean Energy converted construction financing agreements into term loans.
2At completion of project construction, scheduled for the second half of 2026, NorthStar Clean Energy expects to convert $133 million of these outstanding borrowings into term loans maturing five years after the conversion date and to repay the remaining $119 million.
Retirements: Presented in the following table is a summary of major long-term debt retirements during the six months ended June 30, 2026:
Principal
(In Millions)		Interest Rate (%)Retirement DateMaturity Date
CMS Energy, parent only
Senior notes$300 3.000May 2026May 2026
Total CMS Energy, parent only$300 
NorthStar Clean Energy
Construction financing agreement1
$270 variableJune 2026June 2026
Total NorthStar Clean Energy$270 
Consumers
First mortgage bonds$115 5.240May 2026May 2026
Total Consumers$115 
Total CMS Energy$685 
1At completion of project construction, NorthStar Clean Energy converted $114 million of the construction financing agreements into term loans and repaid the remaining $156 million.
Credit Facilities: The following credit facilities with banks were available at June 30, 2026:
In Millions
Expiration DateAmount of FacilityAmount BorrowedLetters of Credit OutstandingAmount Available
CMS Energy, parent only
Unsecured revolving credit facility, expiring November 20301
$750 $— $35 $715 
Unsecured letter of credit facility, expiring September 2026
50 — 49 1 
NorthStar Clean Energy
Secured revolving credit facility, expiring May 20282
$300 $— $137 $163 
Secured letter of credit facility, expiring September 20283
37 — 37 — 
Secured revolving credit facility, expiring May 20294
75 — — 75 
Secured letter of credit facility5
19 — 19 — 
Secured letter of credit facility6
22 — 7 15 
Consumers
Secured revolving credit facility, expiring November 20301,7
$1,100 $— $53 $1,047 
Secured revolving credit facility, expiring November 20281,7
300 — — 300 
Secured letter of credit facility, expiring May 20271,7
100 — 100 — 
Unsecured letter of credit facility, expiring March 202850 — 41 9 
Unsecured letter of credit facility8
97 — 97 — 
Unsecured letter of credit facility8
125 — 125 — 
Unsecured letter of credit facility8
106 — 106 — 
1There were no borrowings under this facility during the six months ended June 30, 2026.
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, 2026, the net book value of the pledged equity interests was $622 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 a subsidiary of Aviator Wind Equity Holdings and is secured by assets of Aviator Wind. For more information regarding Aviator Wind Equity Holdings and Aviator Wind, see Note 12, Variable Interest Entities.
4This letter of credit facility is available to a subsidiary of NorthStar Clean Energy and is secured by development assets.
5The letter of credit facility is available to certain subsidiaries of NorthStar Clean Energy and is secured under term loans maturing in June 2031.
6The letter of credit facility is available to certain subsidiaries of NorthStar Clean Energy and is secured under a construction-to-term financing agreement. It will expire five years after the term conversion date.
7Obligations under these facilities are secured by first mortgage bonds of Consumers.
8Letters of credit issued under this uncommitted letter of credit facility have expiration dates with automatic renewal provisions.
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. In April 2026, FERC approved Consumers’ application for authority to issue long-term and short-term debt securities. The authorization is effective May 1, 2026 through April 30, 2028.
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, 2026, there were no commercial paper notes outstanding under this program.
In December 2025, 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. In March 2026, Consumers increased the limit at which it could borrow under the agreement to $750 million. At June 30, 2026, 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. Obligations under this program, which are accounted for in accounts payable on CMS Energy’s consolidated balance sheets, were $45 million at June 30, 2026 and $78 million at December 31, 2025.
Dividend Restrictions: At June 30, 2026, payment of dividends by CMS Energy on its common stock was limited to $9.6 billion under provisions of the Michigan Business Corporation Act of 1972.
Under the provisions of its articles of incorporation, at June 30, 2026, Consumers had $2.6 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, 2026, Consumers paid $448 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 could 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.
During the six months ended June 30, 2026, CMS Energy entered into forward sale agreements for approximately 6.4 million shares at a weighted average initial forward price of $75.63 per share. During the same period, CMS Energy settled all of the remaining forward sale contracts under this program by issuing approximately 6.5 million shares at a weighted average price of $75.80 per share, resulting in net proceeds of $495 million. CMS Energy has fully utilized the program and does not have any remaining capacity available for future issuances under the 2023 equity offering program.
In May 2026, 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 $3 billion in privately negotiated transactions, in “at the market” offerings, or through forward sales transactions. There have been no sales of securities under this program.
Under the forward sales transactions, 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. The forward price will also be reduced 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.
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, 2026:
Principal
(In Millions)		Interest Rate (%)Issuance DateMaturity Date
NorthStar Clean Energy
Term loan1
$24 variableApril 2026June 2031
Term loan1
90 variableJune 2026June 2031
Construction financing agreement2
252 variableMarch 2026Five years after conversion date
Total NorthStar Clean Energy$366 
Consumers
First mortgage bonds$850 5.125 May 2026May 2036
Total Consumers$850 
Total CMS Energy$1,216 
1At completion of project construction, NorthStar Clean Energy converted construction financing agreements into term loans.
2At completion of project construction, scheduled for the second half of 2026, NorthStar Clean Energy expects to convert $133 million of these outstanding borrowings into term loans maturing five years after the conversion date and to repay the remaining $119 million.
Retirements: Presented in the following table is a summary of major long-term debt retirements during the six months ended June 30, 2026:
Principal
(In Millions)		Interest Rate (%)Retirement DateMaturity Date
CMS Energy, parent only
Senior notes$300 3.000May 2026May 2026
Total CMS Energy, parent only$300 
NorthStar Clean Energy
Construction financing agreement1
$270 variableJune 2026June 2026
Total NorthStar Clean Energy$270 
Consumers
First mortgage bonds$115 5.240May 2026May 2026
Total Consumers$115 
Total CMS Energy$685 
1At completion of project construction, NorthStar Clean Energy converted $114 million of the construction financing agreements into term loans and repaid the remaining $156 million.
Credit Facilities: The following credit facilities with banks were available at June 30, 2026:
In Millions
Expiration DateAmount of FacilityAmount BorrowedLetters of Credit OutstandingAmount Available
CMS Energy, parent only
Unsecured revolving credit facility, expiring November 20301
$750 $— $35 $715 
Unsecured letter of credit facility, expiring September 2026
50 — 49 1 
NorthStar Clean Energy
Secured revolving credit facility, expiring May 20282
$300 $— $137 $163 
Secured letter of credit facility, expiring September 20283
37 — 37 — 
Secured revolving credit facility, expiring May 20294
75 — — 75 
Secured letter of credit facility5
19 — 19 — 
Secured letter of credit facility6
22 — 7 15 
Consumers
Secured revolving credit facility, expiring November 20301,7
$1,100 $— $53 $1,047 
Secured revolving credit facility, expiring November 20281,7
300 — — 300 
Secured letter of credit facility, expiring May 20271,7
100 — 100 — 
Unsecured letter of credit facility, expiring March 202850 — 41 9 
Unsecured letter of credit facility8
97 — 97 — 
Unsecured letter of credit facility8
125 — 125 — 
Unsecured letter of credit facility8
106 — 106 — 
1There were no borrowings under this facility during the six months ended June 30, 2026.
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, 2026, the net book value of the pledged equity interests was $622 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 a subsidiary of Aviator Wind Equity Holdings and is secured by assets of Aviator Wind. For more information regarding Aviator Wind Equity Holdings and Aviator Wind, see Note 12, Variable Interest Entities.
4This letter of credit facility is available to a subsidiary of NorthStar Clean Energy and is secured by development assets.
5The letter of credit facility is available to certain subsidiaries of NorthStar Clean Energy and is secured under term loans maturing in June 2031.
6The letter of credit facility is available to certain subsidiaries of NorthStar Clean Energy and is secured under a construction-to-term financing agreement. It will expire five years after the term conversion date.
7Obligations under these facilities are secured by first mortgage bonds of Consumers.
8Letters of credit issued under this uncommitted letter of credit facility have expiration dates with automatic renewal provisions.
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. In April 2026, FERC approved Consumers’ application for authority to issue long-term and short-term debt securities. The authorization is effective May 1, 2026 through April 30, 2028.
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, 2026, there were no commercial paper notes outstanding under this program.
In December 2025, 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. In March 2026, Consumers increased the limit at which it could borrow under the agreement to $750 million. At June 30, 2026, there were no outstanding borrowings under the agreement.
Dividend Restrictions: At June 30, 2026, payment of dividends by CMS Energy on its common stock was limited to $9.6 billion under provisions of the Michigan Business Corporation Act of 1972.
Under the provisions of its articles of incorporation, at June 30, 2026, Consumers had $2.6 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, 2026, Consumers paid $448 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 could 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.
During the six months ended June 30, 2026, CMS Energy entered into forward sale agreements for approximately 6.4 million shares at a weighted average initial forward price of $75.63 per share. During the same period, CMS Energy settled all of the remaining forward sale contracts under this program by issuing approximately 6.5 million shares at a weighted average price of $75.80 per share, resulting in net proceeds of $495 million. CMS Energy has fully utilized the program and does not have any remaining capacity available for future issuances under the 2023 equity offering program.
In May 2026, 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 $3 billion in privately negotiated transactions, in “at the market” offerings, or through forward sales transactions. There have been no sales of securities under this program.
Under the forward sales transactions, 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. The forward price will also be reduced 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.
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. Obligations under this program, which are accounted for in accounts payable on CMS Energy’s consolidated balance sheets, were $45 million at June 30, 2026 and $78 million at December 31, 2025.