v3.26.3
Financings and Capitalization
 9 Months Ended
Sep. 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 nine months ended September 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
287 variableMarch 2026Five years after conversion date
Total NorthStar Clean Energy$401 
Consumers
First mortgage bonds$850 5.125 May 2026May 2036
First mortgage bonds450 4.900 August 2026August 2031
First mortgage bonds450 6.100 August 2026August 2056
Total Consumers$1,750 
Total CMS Energy$2,151 
1At completion of project construction, NorthStar Clean Energy converted construction financing agreements into term loans.
2At September 30, 2026, the amount outstanding under this construction financing agreement was $287 million. In October 2026, upon completion of certain project construction, NorthStar Clean Energy converted $55 million of these outstanding borrowings into a term loan and repaid $55 million. NorthStar Clean Energy expects to convert an additional $74 million of outstanding borrowings into a term loan and repay the remaining $103 million. Both term loans will mature five years after the final conversion date.
Retirements: Presented in the following table is a summary of major long-term debt retirements during the nine months ended September 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 September 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 $— $14 $736 
Unsecured letter of credit facility, expiring September 2027
50 — 49 1 
NorthStar Clean Energy
Secured revolving credit facility, expiring May 20282
$300 $75 $151 $74 
Secured letter of credit facility, expiring May 20293
75 — — 75 
Secured letter of credit facility4
19 — 19 — 
Secured letter of credit facility5
22 — 7 15 
Consumers
Secured revolving credit facility, expiring November 20301,6
$1,100 $— $28 $1,072 
Secured revolving credit facility, expiring November 20281,6
300 — — 300 
Secured letter of credit facility, expiring May 20276
100 — 67 33 
Unsecured letter of credit facility, expiring March 202850 — 38 12 
Unsecured letter of credit facility7
98 — 98 — 
Unsecured letter of credit facility7
100 — 100 — 
Unsecured letter of credit facility7
106 — 106 — 
Unsecured letter of credit facility7
125 — 125 — 
1There were no borrowings under this facility during the nine months ended September 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 September 30, 2026, the net book value of the pledged equity interests was $930 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 NorthStar Clean Energy and is secured by development assets.
4The letter of credit facility is available to certain subsidiaries of NorthStar Clean Energy and is secured under term loans maturing in June 2031.
5The 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.
6Obligations under these facilities are secured by first mortgage bonds of Consumers.
7Letters 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 September 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 September 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. NorthStar Clean Energy is required to pay the bank for supplier invoices that have been confirmed as valid under the program in full within 180 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 $46 million at September 30, 2026 and $78 million at December 31, 2025.
Dividend Restrictions: At September 30, 2026, payment of dividends by CMS Energy on its common stock was limited to $9.5 billion under provisions of the Michigan Business Corporation Act of 1972.
Under the provisions of its articles of incorporation, at September 30, 2026, Consumers had $2.7 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, 2026, Consumers paid $672 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 nine months ended September 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 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. The initial forward price includes a deduction for commissions, is adjusted on a daily basis over the term of the contract based on an interest rate factor, and is reduced on certain dates by predetermined amounts to reflect expected dividend payments. No amounts are recorded on CMS Energy’s consolidated balance sheets until a forward equity sale contract is settled. At September 30, 2026, CMS Energy had no outstanding forward equity sale contracts.
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, 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
287 variableMarch 2026Five years after conversion date
Total NorthStar Clean Energy$401 
Consumers
First mortgage bonds$850 5.125 May 2026May 2036
First mortgage bonds450 4.900 August 2026August 2031
First mortgage bonds450 6.100 August 2026August 2056
Total Consumers$1,750 
Total CMS Energy$2,151 
1At completion of project construction, NorthStar Clean Energy converted construction financing agreements into term loans.
2At September 30, 2026, the amount outstanding under this construction financing agreement was $287 million. In October 2026, upon completion of certain project construction, NorthStar Clean Energy converted $55 million of these outstanding borrowings into a term loan and repaid $55 million. NorthStar Clean Energy expects to convert an additional $74 million of outstanding borrowings into a term loan and repay the remaining $103 million. Both term loans will mature five years after the final conversion date.
Retirements: Presented in the following table is a summary of major long-term debt retirements during the nine months ended September 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 September 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 $— $14 $736 
Unsecured letter of credit facility, expiring September 2027
50 — 49 1 
NorthStar Clean Energy
Secured revolving credit facility, expiring May 20282
$300 $75 $151 $74 
Secured letter of credit facility, expiring May 20293
75 — — 75 
Secured letter of credit facility4
19 — 19 — 
Secured letter of credit facility5
22 — 7 15 
Consumers
Secured revolving credit facility, expiring November 20301,6
$1,100 $— $28 $1,072 
Secured revolving credit facility, expiring November 20281,6
300 — — 300 
Secured letter of credit facility, expiring May 20276
100 — 67 33 
Unsecured letter of credit facility, expiring March 202850 — 38 12 
Unsecured letter of credit facility7
98 — 98 — 
Unsecured letter of credit facility7
100 — 100 — 
Unsecured letter of credit facility7
106 — 106 — 
Unsecured letter of credit facility7
125 — 125 — 
1There were no borrowings under this facility during the nine months ended September 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 September 30, 2026, the net book value of the pledged equity interests was $930 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 NorthStar Clean Energy and is secured by development assets.
4The letter of credit facility is available to certain subsidiaries of NorthStar Clean Energy and is secured under term loans maturing in June 2031.
5The 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.
6Obligations under these facilities are secured by first mortgage bonds of Consumers.
7Letters 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 September 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 September 30, 2026, there were no outstanding borrowings under the agreement.
Dividend Restrictions: At September 30, 2026, payment of dividends by CMS Energy on its common stock was limited to $9.5 billion under provisions of the Michigan Business Corporation Act of 1972.
Under the provisions of its articles of incorporation, at September 30, 2026, Consumers had $2.7 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, 2026, Consumers paid $672 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 nine months ended September 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 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. The initial forward price includes a deduction for commissions, is adjusted on a daily basis over the term of the contract based on an interest rate factor, and is reduced on certain dates by predetermined amounts to reflect expected dividend payments. No amounts are recorded on CMS Energy’s consolidated balance sheets until a forward equity sale contract is settled. At September 30, 2026, CMS Energy had no outstanding forward equity sale contracts.
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. NorthStar Clean Energy is required to pay the bank for supplier invoices that have been confirmed as valid under the program in full within 180 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 $46 million at September 30, 2026 and $78 million at December 31, 2025.