Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2012

Schedule of Share-based Compensation, Restricted Stock Units Award Activity

Year Ended December 31, 2012	Number of Shares	Weighted-Average Grant Date  Fair Value per Share
CMS Energy, including Consumers
Nonvested at beginning of period	1,848,068		$	16.29
Granted1	929,127			12.32
Vested	(1,104,225)			8.61
Forfeited	(18,194)			19.79
Nonvested at end of period	1,654,776		$	19.15
Consumers
Nonvested at beginning of period	1,689,997		$	16.36
Granted1	889,070			12.28
Vested	(1,014,450)			8.36
Forfeited	(17,494)			19.94
Nonvested at end of period	1,547,123		$	19.22

¹ During 2012, CMS Energy granted 306,917 TSR shares, 176,809 time-lapse shares, 38,401 shares from dividends paid on TSR shares, and 407,000 shares granted as a result of the outcome of the TSR awards’ market condition.  During 2012, Consumers granted 291,722 TSR shares, 169,754 time-lapse shares, 37,109 shares from dividends paid on TSR shares, and 390,485 shares granted as a result of the outcome of the TSR awards’ market condition.

Schedule of Share-based Payment Award, Restricted Stock, Valuation Assumptions

	2012			2011			2010
Expected volatility		20.3	%		29.6	%		30.1	%
Expected dividend yield		4.1			4.6			2.4
Risk-free rate		0.3			1.0			0.9

Schedule of Share-based Compensation, Stock Options, Activity

Year Ended December 31, 2012	Options Outstanding,  Fully Vested, and  Exercisable	Weighted-Average Exercise  Price per Share
CMS Energy, including Consumers
Outstanding at beginning of period	65,580		$	22.20
Cancelled or expired	(65,580)			22.20
Outstanding at end of period	-		$	-
Consumers
Outstanding at beginning of period	61,500		$	22.20
Cancelled or expired	(61,500)			22.20
Outstanding at end of period	-		$	-

Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value

Years Ended December 31	2012			2011			2010
CMS Energy, including Consumers
Weighted-average grant-date fair value per share
Restricted stock granted		$	12.32		$	13.89		$	16.22
Consumers
Weighted-average grant-date fair value per share
Restricted stock granted		$	12.28		$	14.17		$	16.27

Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan

In Millions
Years Ended December 31	2012			2011			2010
CMS Energy, including Consumers
Fair value of shares that vested during the year		$	10		$	7		$	7
Compensation expense recognized			12			10			9
Income tax benefit recognized			5			4			4
Consumers
Fair value of shares that vested during the year		$	8		$	7		$	6
Compensation expense recognized			11			10			9
Income tax benefit recognized			4			4			3

Consumers Energy Company [Member]

Schedule of Share-based Compensation, Restricted Stock Units Award Activity

Year Ended December 31, 2012	Number of Shares	Weighted-Average Grant Date  Fair Value per Share
CMS Energy, including Consumers
Nonvested at beginning of period	1,848,068		$	16.29
Granted1	929,127			12.32
Vested	(1,104,225)			8.61
Forfeited	(18,194)			19.79
Nonvested at end of period	1,654,776		$	19.15
Consumers
Nonvested at beginning of period	1,689,997		$	16.36
Granted1	889,070			12.28
Vested	(1,014,450)			8.36
Forfeited	(17,494)			19.94
Nonvested at end of period	1,547,123		$	19.22

¹ During 2012, CMS Energy granted 306,917 TSR shares, 176,809 time-lapse shares, 38,401 shares from dividends paid on TSR shares, and 407,000 shares granted as a result of the outcome of the TSR awards’ market condition.  During 2012, Consumers granted 291,722 TSR shares, 169,754 time-lapse shares, 37,109 shares from dividends paid on TSR shares, and 390,485 shares granted as a result of the outcome of the TSR awards’ market condition.

Schedule of Share-based Payment Award, Restricted Stock, Valuation Assumptions

	2012			2011			2010
Expected volatility		20.3	%		29.6	%		30.1	%
Expected dividend yield		4.1			4.6			2.4
Risk-free rate		0.3			1.0			0.9

Schedule of Share-based Compensation, Stock Options, Activity

Year Ended December 31, 2012	Options Outstanding,  Fully Vested, and  Exercisable	Weighted-Average Exercise  Price per Share
CMS Energy, including Consumers
Outstanding at beginning of period	65,580		$	22.20
Cancelled or expired	(65,580)			22.20
Outstanding at end of period	-		$	-
Consumers
Outstanding at beginning of period	61,500		$	22.20
Cancelled or expired	(61,500)			22.20
Outstanding at end of period	-		$	-

Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value

Years Ended December 31	2012			2011			2010
CMS Energy, including Consumers
Weighted-average grant-date fair value per share
Restricted stock granted		$	12.32		$	13.89		$	16.22
Consumers
Weighted-average grant-date fair value per share
Restricted stock granted		$	12.28		$	14.17		$	16.27

Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan

In Millions
Years Ended December 31	2012			2011			2010
CMS Energy, including Consumers
Fair value of shares that vested during the year		$	10		$	7		$	7
Compensation expense recognized			12			10			9
Income tax benefit recognized			5			4			4
Consumers
Fair value of shares that vested during the year		$	8		$	7		$	6
Compensation expense recognized			11			10			9
Income tax benefit recognized			4			4			3