Significant Accounting Policies (Policy)

12 Months Ended

Dec. 31, 2012

Corporate Structure

Corporate Structure:CMS Energy is an energy company operating primarily in Michigan.  It is the parent holding company of several subsidiaries, including Consumers, an electric and gas utility, and CMS Enterprises, primarily a domestic independent power producer.  CMS Energy and Consumers manage their businesses by the nature of services each provides.  CMS Energy operates principally in three business segments:  electric utility; gas utility; and enterprises, its non-utility investments and operations.  Consumers operates principally in two business segments:  electric utility and gas utility.

Principles of Consolidation

Principles of Consolidation: CMS Energy and Consumers prepare their consolidated financial statements in conformity with GAAP.  CMS Energy’s consolidated financial statements comprise CMS Energy, Consumers, CMS Enterprises, and all other entities in which CMS Energy has a controlling financial interest or is the primary beneficiary.  Consumers’ consolidated financial statements comprise Consumers and all other entities in which it has a controlling financial interest or is the primary beneficiary.  CMS Energy uses the equity method of accounting for investments in companies and partnerships that are not consolidated, where they have significant influence over operations and financial policies but are not the primary beneficiary.  CMS Energy and Consumers eliminate intercompany transactions and balances.

Use of Estimates

Use of Estimates:CMS Energy and Consumers are required to make estimates using assumptions that may affect reported amounts and disclosures.  Actual results could differ from those estimates.

Revenue Recognition Policy - General

Revenue Recognition Policy:  CMS Energy and Consumers recognize revenue from deliveries of electricity and natural gas, and from the transportation, processing, and storage of natural gas, when services are provided.  CMS Energy and Consumers record unbilled revenue for the estimated amount of energy delivered to customers but not yet billed.  CMS Energy and Consumers record sales tax net and exclude it from revenue.  CMS Energy recognizes revenue on sales of marketed electricity, natural gas, and other energy products at delivery.

Revenue Recognition Policy - Alternative-Revenue Programs

Alternative-Revenue Programs:  The MPSC’s 2009 gas rate case order authorized Consumers to implement a gas revenue decoupling mechanism.  This mechanism, which was extended through April 2012 in the 2010 gas rate case order, allowed Consumers to adjust future gas rates to the degree that actual average weather-adjusted sales per customer differed from the rate order.  Consumers accounted for this program as an alternative-revenue program that meets the criteria for recognizing the effects of decoupling adjustments on revenue as gas is delivered.  For details on Consumers’ decoupling mechanisms, see Note 3, Regulatory Matters.

In 2009, the MPSC approved an energy optimization incentive mechanism that provides a financial incentive if the energy savings of Consumers’ customers exceed annual targets established by the MPSC.  Consumers accounts for this program as an alternative-revenue program that meets the criteria for recognizing revenue related to the incentive as soon as energy savings exceed the annual targets established by the MPSC.

Revenue Recognition Policy - Self-Implemented Rates

Self-Implemented Rates:  Unless prohibited by the MPSC upon a showing of good cause, Consumers is allowed to self-implement new energy rates six months after a new rate case filing if the MPSC has not issued an order in the case.  The MPSC then has another six months to issue a final order.  If the MPSC does not issue a final order within that period, the filed rates are considered approved.  If the MPSC issues a final order within that period, the rates that Consumers self-implemented may be subject to refund, with interest.  Consumers recognizes revenue associated with self-implemented rates.  If Consumers considers it probable that it will be required to refund a portion of its self-implemented rates, then Consumers records a provision for revenue subject to refund.  For details on Consumers’ self-implemented rates, see Note 3, Regulatory Matters.

Accounts Receivable

Accounts Receivable:Accounts receivable comprise trade receivables and unbilled receivables.  CMS Energy and Consumers record their accounts receivable at cost, which approximates fair value.  CMS Energy and Consumers establish an allowance for uncollectible accounts based on historical losses, management’s assessment of existing economic conditions, customer trends, and other factors.  CMS Energy and Consumers assess late payment fees on trade receivables based on contractual past-due terms established with customers.  CMS Energy and Consumers charge off accounts deemed uncollectible to operating expense.

Cash and Cash Equivalents

Cash and Cash Equivalents:  Cash and cash equivalents include short-term, highly liquid investments with original maturities of three months or less.

Contingencies

Contingencies: CMS Energy and Consumers record estimated liabilities for contingencies on their consolidated financial statements when it is probable that a liability has been incurred and when the amount of loss can be reasonably estimated.  CMS Energy and Consumers expense legal fees as incurred; fees incurred but not yet billed are accrued based on estimates of work performed.  This policy also applies to any fees incurred on behalf of employees and officers under indemnification agreements; such fees are billed directly to CMS Energy or Consumers.

Debt Issuance Costs, Discounts, Premiums, and Refinancing Costs

Debt Issuance Costs, Discounts, Premiums, and Refinancing Costs:  CMS Energy and Consumers defer issuance costs, discounts, and premiums associated with long-term debt and amortize those amounts over the terms of the debt issues.  For the non-regulated portions of CMS Energy’s and Consumers’ businesses, refinancing costs are expensed as incurred.  For the regulated portions of CMS Energy’s and Consumers’ businesses, any remaining unamortized issuance costs, discounts, and premiums associated with refinanced debt are amortized over the term of the newly issued debt.

Derivative Instruments

Derivative Instruments:  In order to support ongoing operations, CMS Energy and Consumers enter into contracts for the future purchase and sale of various commodities, such as electricity, natural gas, and coal.  These forward contracts are generally long-term in nature and result in physical delivery of the commodity at a contracted price.  Most of these contracts are not subject to derivative accounting because:

· they do not have a notional amount (that is, a number of units specified in a derivative instrument, such as MWh of electricity or bcf of natural gas);

· they qualify for the normal purchases and sales exception; or

· there is not an active market for the commodity.

Consumers’ coal purchase contracts are not derivatives because there is not an active market for the coal it purchases.  If an active market for coal develops in the future, some of these contracts may qualify as derivatives.  Since Consumers is subject to regulatory accounting, the resulting fair value gains and losses would be deferred as regulatory assets or liabilities and would not affect net income.

CMS Energy and Consumers record derivative contracts that do not qualify for the normal purchases and sales exception at fair value on their consolidated balance sheets.  Each reporting period, the resulting asset or liability is adjusted to reflect any change in the fair value of the contract.  Since none of CMS Energy’s or Consumers’ derivatives has been designated as an accounting hedge, all changes in fair value are reported in earnings.  CMS Energy and Consumers did not have significant amounts recorded as derivative assets or liabilities at December 31, 2012 or 2011.  Additionally, the gains and losses recognized in earnings were not significant for the years ended December 31, 2012, 2011, or 2010.

Determination of Pension and OPEB MRV of Plan Assets

Determination of Pension and OPEB MRV of Plan Assets:CMS Energy and Consumers determine the MRV for Pension Plan assets as the fair value of plan assets on the measurement date, adjusted by the gains or losses that will not be admitted into the MRV until future years.  CMS Energy and Consumers reflect each year’s gain or loss in the MRV in equal amounts over a five-year period beginning on the date the original amount was determined.  CMS Energy and Consumers determine the MRV for OPEB plan assets as the fair value of assets on the measurement date.  CMS Energy and Consumers use the MRV in the calculation of net pension and OPEB costs.  For further details, see Note 12, Retirement Benefits.

Earnings Per Share

Earnings Per Share:  CMS Energy calculates basic and diluted EPS using the weighted-average number of shares of common stock and dilutive potential common stock outstanding during the period.  Potential common stock, for purposes of determining diluted EPS, includes the effects of dilutive stock options, warrants, and convertible securities.  CMS Energy computes the effect on potential common stock using the treasury stock method or the if-converted method, as applicable.  Diluted EPS excludes the impact of antidilutive securities, which are those securities resulting in an increase in EPS or a decrease in loss per share.  For EPS computations, see Note 15, Earnings Per Share – CMS Energy.

Financial Instruments

Financial Instruments:  CMS Energy and Consumers record debt and equity securities classified as available for sale at fair value as determined from quoted market prices or other observable, market-based inputs.  Unrealized gains and losses resulting from changes in fair value of these securities are determined on a specific-identification basis.  CMS Energy and Consumers report unrealized gains and losses on these securities, net of tax, in equity as part of AOCI, except that unrealized losses determined to be other than temporary are reported in earnings.  For additional details regarding financial instruments, see Note 7, Financial Instruments.

Impairment of Long-Lived Assets

CMS Energy and Consumers perform tests of impairment if certain triggering events occur, or if there has been a decline in value that may be other than temporary.

CMS Energy and Consumers evaluate long-lived assets held in use for impairment by calculating the undiscounted future cash flows expected to result from the use of the asset and its eventual disposition.  If the undiscounted future cash flows are less than the carrying amount, CMS Energy and Consumers recognize an impairment loss equal to the amount by which the carrying amount exceeds the fair value.  CMS Energy and Consumers estimate the fair value of the asset using quoted market prices, market prices of similar assets, or discounted future cash flow analyses.

Impairment of Equity Method Investments

CMS Energy also assesses equity method investments for impairment whenever there has been a decline in value that is other than temporary.  This assessment requires CMS Energy to determine the fair value of the equity method investment.  CMS Energy determines fair value using valuation methodologies, including discounted cash flows, and assesses the ability of the investee to sustain an earnings capacity that justifies the carrying amount of the investment.  CMS Energy records an impairment if the fair value is less than the carrying amount and the decline in value is considered to be other than temporary.

Inventory - Gas and Coal

Inventory:CMS Energy and Consumers use the weighted-average cost method for valuing working gas, recoverable base gas in underground storage facilities, and materials and supplies inventory.  CMS Energy and Consumers also use this method for valuing coal inventory, and they classify these amounts as generating plant fuel stock on their consolidated balance sheets.

Inventory - RECs and Emission Allowances

CMS Energy and Consumers account for RECs and emission allowances as inventory and use the weighted-average cost method to remove amounts from inventory.  RECs and emission allowances are used to satisfy compliance obligations related to the generation of power.

Inventory - Impairment

CMS Energy and Consumers use the lower-of-cost-or-market method to evaluate inventory for impairment.

Accounting for MISO Transactions

MISO Transactions:  MISO requires the submission of hourly day-ahead and real-time bids and offers for energy at locations across the MISO region.  CMS Energy and Consumers account for MISO transactions on a net hourly basis in each of the real-time and day-ahead markets, netted across all MISO energy market locations.  CMS Energy and Consumers record net hourly purchases in purchased and interchange power and net hourly sales in operating revenue on their consolidated statements of income.  They record net billing adjustments upon receipt of settlement statements, record accruals for future net purchases and sales adjustments based on historical experience, and reconcile accruals to actual expenses and sales upon receipt of settlement statements.

Property Taxes

Property Taxes:Property taxes are based on the taxable value of Consumers’ real and personal property assessed by local taxing authorities.  Consumers records property tax expense over the fiscal year of the taxing authority for which the taxes are levied based on Consumers’ budgeted customer sales.  The deferred property tax balance represents the amount of Consumers’ accrued property tax that will be recognized over future governmental fiscal periods.

Restricted Cash and Cash Equivalents

Restricted Cash and Cash Equivalents:  CMS Energy and Consumers have restricted cash and cash equivalents dedicated for repayment of Securitization bonds and for payment under performance guarantees.  CMS Energy and Consumers classify these amounts as a current asset if they relate to payments that could or will occur within one year.

Consumers Energy Company [Member]

Corporate Structure

Corporate Structure:CMS Energy is an energy company operating primarily in Michigan.  It is the parent holding company of several subsidiaries, including Consumers, an electric and gas utility, and CMS Enterprises, primarily a domestic independent power producer.  CMS Energy and Consumers manage their businesses by the nature of services each provides.  CMS Energy operates principally in three business segments:  electric utility; gas utility; and enterprises, its non-utility investments and operations.  Consumers operates principally in two business segments:  electric utility and gas utility.

Principles of Consolidation

Principles of Consolidation: CMS Energy and Consumers prepare their consolidated financial statements in conformity with GAAP.  CMS Energy’s consolidated financial statements comprise CMS Energy, Consumers, CMS Enterprises, and all other entities in which CMS Energy has a controlling financial interest or is the primary beneficiary.  Consumers’ consolidated financial statements comprise Consumers and all other entities in which it has a controlling financial interest or is the primary beneficiary.  CMS Energy uses the equity method of accounting for investments in companies and partnerships that are not consolidated, where they have significant influence over operations and financial policies but are not the primary beneficiary.  CMS Energy and Consumers eliminate intercompany transactions and balances.

Use of Estimates

Use of Estimates:CMS Energy and Consumers are required to make estimates using assumptions that may affect reported amounts and disclosures.  Actual results could differ from those estimates.

Revenue Recognition Policy - General

Revenue Recognition Policy:  CMS Energy and Consumers recognize revenue from deliveries of electricity and natural gas, and from the transportation, processing, and storage of natural gas, when services are provided.  CMS Energy and Consumers record unbilled revenue for the estimated amount of energy delivered to customers but not yet billed.  CMS Energy and Consumers record sales tax net and exclude it from revenue.  CMS Energy recognizes revenue on sales of marketed electricity, natural gas, and other energy products at delivery.

Revenue Recognition Policy - Alternative-Revenue Programs

Alternative-Revenue Programs:  The MPSC’s 2009 gas rate case order authorized Consumers to implement a gas revenue decoupling mechanism.  This mechanism, which was extended through April 2012 in the 2010 gas rate case order, allowed Consumers to adjust future gas rates to the degree that actual average weather-adjusted sales per customer differed from the rate order.  Consumers accounted for this program as an alternative-revenue program that meets the criteria for recognizing the effects of decoupling adjustments on revenue as gas is delivered.  For details on Consumers’ decoupling mechanisms, see Note 3, Regulatory Matters.

In 2009, the MPSC approved an energy optimization incentive mechanism that provides a financial incentive if the energy savings of Consumers’ customers exceed annual targets established by the MPSC.  Consumers accounts for this program as an alternative-revenue program that meets the criteria for recognizing revenue related to the incentive as soon as energy savings exceed the annual targets established by the MPSC.

Revenue Recognition Policy - Self-Implemented Rates

Self-Implemented Rates:  Unless prohibited by the MPSC upon a showing of good cause, Consumers is allowed to self-implement new energy rates six months after a new rate case filing if the MPSC has not issued an order in the case.  The MPSC then has another six months to issue a final order.  If the MPSC does not issue a final order within that period, the filed rates are considered approved.  If the MPSC issues a final order within that period, the rates that Consumers self-implemented may be subject to refund, with interest.  Consumers recognizes revenue associated with self-implemented rates.  If Consumers considers it probable that it will be required to refund a portion of its self-implemented rates, then Consumers records a provision for revenue subject to refund.  For details on Consumers’ self-implemented rates, see Note 3, Regulatory Matters.

Accounts Receivable

Accounts Receivable:Accounts receivable comprise trade receivables and unbilled receivables.  CMS Energy and Consumers record their accounts receivable at cost, which approximates fair value.  CMS Energy and Consumers establish an allowance for uncollectible accounts based on historical losses, management’s assessment of existing economic conditions, customer trends, and other factors.  CMS Energy and Consumers assess late payment fees on trade receivables based on contractual past-due terms established with customers.  CMS Energy and Consumers charge off accounts deemed uncollectible to operating expense.

Cash and Cash Equivalents

Cash and Cash Equivalents:  Cash and cash equivalents include short-term, highly liquid investments with original maturities of three months or less.

Contingencies

Contingencies: CMS Energy and Consumers record estimated liabilities for contingencies on their consolidated financial statements when it is probable that a liability has been incurred and when the amount of loss can be reasonably estimated.  CMS Energy and Consumers expense legal fees as incurred; fees incurred but not yet billed are accrued based on estimates of work performed.  This policy also applies to any fees incurred on behalf of employees and officers under indemnification agreements; such fees are billed directly to CMS Energy or Consumers.

Debt Issuance Costs, Discounts, Premiums, and Refinancing Costs

Debt Issuance Costs, Discounts, Premiums, and Refinancing Costs:  CMS Energy and Consumers defer issuance costs, discounts, and premiums associated with long-term debt and amortize those amounts over the terms of the debt issues.  For the non-regulated portions of CMS Energy’s and Consumers’ businesses, refinancing costs are expensed as incurred.  For the regulated portions of CMS Energy’s and Consumers’ businesses, any remaining unamortized issuance costs, discounts, and premiums associated with refinanced debt are amortized over the term of the newly issued debt.

Derivative Instruments

Derivative Instruments:  In order to support ongoing operations, CMS Energy and Consumers enter into contracts for the future purchase and sale of various commodities, such as electricity, natural gas, and coal.  These forward contracts are generally long-term in nature and result in physical delivery of the commodity at a contracted price.  Most of these contracts are not subject to derivative accounting because:

· they do not have a notional amount (that is, a number of units specified in a derivative instrument, such as MWh of electricity or bcf of natural gas);

· they qualify for the normal purchases and sales exception; or

· there is not an active market for the commodity.

Consumers’ coal purchase contracts are not derivatives because there is not an active market for the coal it purchases.  If an active market for coal develops in the future, some of these contracts may qualify as derivatives.  Since Consumers is subject to regulatory accounting, the resulting fair value gains and losses would be deferred as regulatory assets or liabilities and would not affect net income.

CMS Energy and Consumers record derivative contracts that do not qualify for the normal purchases and sales exception at fair value on their consolidated balance sheets.  Each reporting period, the resulting asset or liability is adjusted to reflect any change in the fair value of the contract.  Since none of CMS Energy’s or Consumers’ derivatives has been designated as an accounting hedge, all changes in fair value are reported in earnings.  CMS Energy and Consumers did not have significant amounts recorded as derivative assets or liabilities at December 31, 2012 or 2011.  Additionally, the gains and losses recognized in earnings were not significant for the years ended December 31, 2012, 2011, or 2010.

Determination of Pension and OPEB MRV of Plan Assets

Determination of Pension and OPEB MRV of Plan Assets:CMS Energy and Consumers determine the MRV for Pension Plan assets as the fair value of plan assets on the measurement date, adjusted by the gains or losses that will not be admitted into the MRV until future years.  CMS Energy and Consumers reflect each year’s gain or loss in the MRV in equal amounts over a five-year period beginning on the date the original amount was determined.  CMS Energy and Consumers determine the MRV for OPEB plan assets as the fair value of assets on the measurement date.  CMS Energy and Consumers use the MRV in the calculation of net pension and OPEB costs.  For further details, see Note 12, Retirement Benefits.

Financial Instruments

Financial Instruments:  CMS Energy and Consumers record debt and equity securities classified as available for sale at fair value as determined from quoted market prices or other observable, market-based inputs.  Unrealized gains and losses resulting from changes in fair value of these securities are determined on a specific-identification basis.  CMS Energy and Consumers report unrealized gains and losses on these securities, net of tax, in equity as part of AOCI, except that unrealized losses determined to be other than temporary are reported in earnings.  For additional details regarding financial instruments, see Note 7, Financial Instruments.

Impairment of Long-Lived Assets

CMS Energy and Consumers perform tests of impairment if certain triggering events occur, or if there has been a decline in value that may be other than temporary.

CMS Energy and Consumers evaluate long-lived assets held in use for impairment by calculating the undiscounted future cash flows expected to result from the use of the asset and its eventual disposition.  If the undiscounted future cash flows are less than the carrying amount, CMS Energy and Consumers recognize an impairment loss equal to the amount by which the carrying amount exceeds the fair value.  CMS Energy and Consumers estimate the fair value of the asset using quoted market prices, market prices of similar assets, or discounted future cash flow analyses.

Inventory - Gas and Coal

Inventory:CMS Energy and Consumers use the weighted-average cost method for valuing working gas, recoverable base gas in underground storage facilities, and materials and supplies inventory.  CMS Energy and Consumers also use this method for valuing coal inventory, and they classify these amounts as generating plant fuel stock on their consolidated balance sheets.

Inventory - RECs and Emission Allowances

CMS Energy and Consumers account for RECs and emission allowances as inventory and use the weighted-average cost method to remove amounts from inventory.  RECs and emission allowances are used to satisfy compliance obligations related to the generation of power.

Inventory - Impairment

CMS Energy and Consumers use the lower-of-cost-or-market method to evaluate inventory for impairment.

Accounting for MISO Transactions

MISO Transactions:  MISO requires the submission of hourly day-ahead and real-time bids and offers for energy at locations across the MISO region.  CMS Energy and Consumers account for MISO transactions on a net hourly basis in each of the real-time and day-ahead markets, netted across all MISO energy market locations.  CMS Energy and Consumers record net hourly purchases in purchased and interchange power and net hourly sales in operating revenue on their consolidated statements of income.  They record net billing adjustments upon receipt of settlement statements, record accruals for future net purchases and sales adjustments based on historical experience, and reconcile accruals to actual expenses and sales upon receipt of settlement statements.

Property Taxes

Property Taxes:Property taxes are based on the taxable value of Consumers’ real and personal property assessed by local taxing authorities.  Consumers records property tax expense over the fiscal year of the taxing authority for which the taxes are levied based on Consumers’ budgeted customer sales.  The deferred property tax balance represents the amount of Consumers’ accrued property tax that will be recognized over future governmental fiscal periods.

Restricted Cash and Cash Equivalents

Restricted Cash and Cash Equivalents:  CMS Energy and Consumers have restricted cash and cash equivalents dedicated for repayment of Securitization bonds and for payment under performance guarantees.  CMS Energy and Consumers classify these amounts as a current asset if they relate to payments that could or will occur within one year.