CONSUMERS ENERGY CO

Financings: Presented in the following table is a summary of major long-term debt issuances during the nine months ended September 30, 2024:

CMS Energy Term Loan: In September 2024, CMS Energy entered into a delayed-draw $400 million unsecured term loan credit facility with an interest rate of one-month Term SOFR plus 0.850 percent. The proceeds of the term loan will be used for general corporate purposes. The term loan matures in September 2025. CMS Energy has until December 2024 to draw funds under the facility. At September 30, 2024, CMS Energy had not drawn on this facility. In October 2024, CMS Energy borrowed $175 million bearing an interest rate of 5.694 percent under the term loan credit facility.

Tax-exempt Variable Rate Limited Obligation Revenue Bonds: In October 2024, Consumers remarketed $75 million in tax-exempt variable rate limited obligation revenue bonds. The bonds bear an interest rate of 3.350 percent and the interest rate will reset in October 2027.

Retirements: Presented in the following table is a summary of major long-term debt retirements during the nine months ended September 30, 2024:

1 First mortgage bonds were repaid the first business day following the maturity date, which did not fall on a business day.

CMS Energy’s Purchase of Consumers’ First Mortgage Bonds: During the nine months ended September 30, 2024, CMS Energy purchased Consumers’ first mortgage bonds with a principal balance of $311 million in exchange for cash of $218 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 $20 million for the three months ended September 30, 2024 and a pre-tax gain of $90 million for the nine months ended September 30, 2024, which were recorded in other income on CMS Energy’s consolidated statements of income.

Credit Facilities: The following credit facilities with banks were available at September 30, 2024:

1 There wereno borrowings under this facility during the nine months ended September 30, 2024.

2 Obligations 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, 2024, the net book value of the pledged equity interests was $396 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. Loans under this facility have an interest rate of one-month Term SOFR plus 1.750 percent less an adjustment of 0.050 percent for green credit advances. At September 30, 2024, the interest rate for the loan issued under this facility was 6.795 percent.

3 This 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.

4 Obligations under these facilities are secured by first mortgage bonds of Consumers. There wereno borrowings under these facilities during the nine months ended September 30, 2024.

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 May 2024, FERC granted Consumers the authority to issue securities between May 3, 2024 and May 2, 2026.

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, 2024, there wereno commercial paper notes outstanding under this program.

In December 2023, 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 September 30, 2024, there wereno outstanding borrowings under the agreement.

Dividend Restrictions: At September 30, 2024, payment of dividends by CMS Energy on its common stock was limited to $7.9 billion under provisions of the Michigan Business Corporation Act of 1972.

Under the provisions of its articles of incorporation, at September 30, 2024, Consumers had $2.3 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, 2024, Consumers paid $544 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. There have been no sales of securities under this program. In January 2024, CMS Energy settled the remaining forward sale contracts issued under its previous equity offering program by issuing shares at a weighted average price of $70.31 per share, resulting in net proceeds of $266 million.