3:FINANCINGS AND CAPITALIZATION

Presented in the following table is a summary of major long-term debt transactions during the nine months ended September 30, 2013:

 

Revolving Credit Facilities:  The following secured revolving credit facilities with banks were available at September 30, 2013:

 

Short-term Borrowings:  Under Consumers’ revolving accounts receivable sales program, Consumers may transfer up to $250 million of accounts receivable, subject to certain eligibility requirements.  These transactions are accounted for as short-term secured borrowings.  At September 30, 2013, $250 million of accounts receivable were eligible for transfer.  During the nine months ended September 30, 2013, Consumers’ average short-term borrowings totaled $7 million, with a weighted-average annual interest rate of 0.94 percent.

Contingently Convertible Securities:  Presented in the following table are the significant terms of CMS Energy’s contingently convertible securities at September 30, 2013:

 

During 20 of the last 30 trading days ended September 30, 2013, the adjusted trigger-price contingencies were met for the contingently convertible senior notes, and as a result, the senior notes are convertible at the option of the note holders for the three months ending December 31, 2013.  The senior notes, if converted, require CMS Energy to pay cash up to the principal amount of the securities.  Any conversion value in excess of the principal amount can be paid in cash or in shares of CMS Energy’s common stock, at the election of CMS Energy.

Dividend Restrictions:  Under provisions of the Michigan Business Corporation Act, at September 30, 2013, payment of common stock dividends by CMS Energy was limited to $3.4 billion.

Under the provisions of its articles of incorporation, at September 30, 2013, Consumers had $650 million of unrestricted retained earnings available to pay common stock dividends 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 common stock dividends from Consumers would not be limited to amounts in Consumers’ retained earnings.  Any decision by Consumers to pay common stock dividends in excess of retained earnings would be based on specific facts and circumstances and would result only after a formal regulatory filing process.

For the nine months ended September 30, 2013, CMS Energy received $300 million of common stock dividends from Consumers.

Issuance of Common Stock:  CMS Energy has entered into two continuous equity offering programs permitting it to sell, from time to time in “at the market” offerings, common stock having an aggregate sales price of up to $50 million per program.  

Presented in the following table are the transactions that CMS Energy entered into under the first program:

 

In April 2013, CMS Energy entered into the second continuous equity offering program, but has not yet issued any equity under this program.

Preferred Stock:  In May 2013, Consumers gave notice of the mandatory redemption of all of its $4.16 preferred stock.  Holders of record as of June 3, 2013 received a redemption price of $103.25 per share, payable July 1, 2013, which represented an aggregate redemption price of $7 million paid to redeem the 68,451 outstanding shares.

3:FINANCINGS AND CAPITALIZATION

Presented in the following table is a summary of major long-term debt transactions during the nine months ended September 30, 2013:

 

Revolving Credit Facilities:  The following secured revolving credit facilities with banks were available at September 30, 2013:

 

Short-term Borrowings:  Under Consumers’ revolving accounts receivable sales program, Consumers may transfer up to $250 million of accounts receivable, subject to certain eligibility requirements.  These transactions are accounted for as short-term secured borrowings.  At September 30, 2013, $250 million of accounts receivable were eligible for transfer.  During the nine months ended September 30, 2013, Consumers’ average short-term borrowings totaled $7 million, with a weighted-average annual interest rate of 0.94 percent.

Contingently Convertible Securities:  Presented in the following table are the significant terms of CMS Energy’s contingently convertible securities at September 30, 2013:

 

During 20 of the last 30 trading days ended September 30, 2013, the adjusted trigger-price contingencies were met for the contingently convertible senior notes, and as a result, the senior notes are convertible at the option of the note holders for the three months ending December 31, 2013.  The senior notes, if converted, require CMS Energy to pay cash up to the principal amount of the securities.  Any conversion value in excess of the principal amount can be paid in cash or in shares of CMS Energy’s common stock, at the election of CMS Energy.

Dividend Restrictions:  Under provisions of the Michigan Business Corporation Act, at September 30, 2013, payment of common stock dividends by CMS Energy was limited to $3.4 billion.

Under the provisions of its articles of incorporation, at September 30, 2013, Consumers had $650 million of unrestricted retained earnings available to pay common stock dividends 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 common stock dividends from Consumers would not be limited to amounts in Consumers’ retained earnings.  Any decision by Consumers to pay common stock dividends in excess of retained earnings would be based on specific facts and circumstances and would result only after a formal regulatory filing process.

For the nine months ended September 30, 2013, CMS Energy received $300 million of common stock dividends from Consumers.

Issuance of Common Stock:  CMS Energy has entered into two continuous equity offering programs permitting it to sell, from time to time in “at the market” offerings, common stock having an aggregate sales price of up to $50 million per program.  

Presented in the following table are the transactions that CMS Energy entered into under the first program:

 

In April 2013, CMS Energy entered into the second continuous equity offering program, but has not yet issued any equity under this program.

Preferred Stock:  In May 2013, Consumers gave notice of the mandatory redemption of all of its $4.16 preferred stock.  Holders of record as of June 3, 2013 received a redemption price of $103.25 per share, payable July 1, 2013, which represented an aggregate redemption price of $7 million paid to redeem the 68,451 outstanding shares.