Fitch Ratings Affirms CMS Energy Corp & Consumers.

NEW YORK -- Fitch Ratings affirms the outstanding ratings of CMS Energy Corporation (CMS) and primary subsidiary Consumers Energy Co. (Consumers) following the issuance of 20 million shares of common stock by CMS (total gross proceeds of $245 million). See below for a complete list of ratings. Proceeds of this latest stock sale will be downstreamed into Consumers and for general corporate purposes. The infusion of equity into Consumers fulfills a requirement for the utility to have $2.3 billion in equity by year-end 2005, as required by the Michigan Public Service Commission in Consumers' recent gas rate order.

Along with the benefits of the recent refinancings and equity issuances, Consumers continues to enjoy stable and predictable earnings and cash flows and an improving regulatory environment in Michigan. These factors support a Rating Outlook of Positive for CMS and Stable for Consumers. CMS had approximately $7.3 billion in consolidated debt (excluding securitization debt) outstanding as of year-end 2004.

Fitch took positive rating actions on CMS and Consumers in December 2004, recognizing the significant progress in refinancing debt and the exit of a number of high risk activities, including energy trading and marketing, divestiture of noncore assets, and equity raising initiatives. As a result, CMS exhibits a reduced risk profile and less leverage, while Consumers will be able to benefit from the favorable rate order now that its equity requirement has been achieved. Legacy issues, largely aggressively financed international investments, continue to weigh heavily on the credit profile of CMS, which remains burdened with an aggressive capital structure.

Consumers has a number of regulatory filings pending with the Michigan Public Service Commission including a $320 million electric base rate increase and $628 million recovery of regulatory assets, principally Clean Air Act expenditures. Decisions in these matters and further progress in international asset dispositions and reducing leverage will be important components of future rating decisions.

Consumers, the principal subsidiary of CMS, is a combination electric and natural gas utility that serves approximately 1.77 million electric and 1.67 million gas customers in Michigan's Lower Peninsula.

Fitch affirms the following ratings with a Positive Outlook:

CMS Energy Corporation

-- Secured bank loan 'BB';

-- Senior unsecured 'B+';

-- Preferred stock 'B'.

Fitch affirms the following ratings with a Stable Outlook:

Consumers Energy Co.

-- Secured and first mortgage bonds 'BBB-';

-- Senior unsecured 'BB';

-- Preferred stock 'BB-'.