Item 8.01. Other Events.

On January 10, 2023, Consumers Energy Company ("Consumers") issued and sold $425,000,000 aggregate principal amount of its 4.65% First Mortgage Bonds due 2028 (the "Bonds"), pursuant to a registration statement on Form S-3 that Consumers filed with the Securities and Exchange Commission utilizing a "shelf" registration process (No. 333-236742-01) (the "Registration Statement"), a Preliminary Prospectus Supplement dated January 3, 2023 to the Prospectus dated February 28, 2020, an Issuer Free Writing Prospectus dated January 3, 2023 that included the final terms of the transaction, a Final Prospectus Supplement dated January 3, 2023 to the Prospectus dated February 28, 2020 and an underwriting agreement among Consumers and the underwriters named in that agreement with respect to the Bonds. Consumers intends to use the net proceeds to repay a portion of the $1 billion aggregate principal amount outstanding under its term loan credit agreement dated as of July 22, 2022, and for general corporate purposes.

This Current Report on Form 8-K is being filed to file certain documents in connection with the offering as exhibits to the Registration Statement.

Item 9.01.Financial Statements and Exhibits.





(d) Exhibits.



   1.1     Underwriting Agreement dated January 3, 2023, among Consumers and
         Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, RBC Capital Markets,
         LLC, Wells Fargo Securities, LLC, and Loop Capital Markets LLC, as
         underwriters.




   4.1     147th Supplemental Indenture dated as of January 10, 2023, between
         Consumers and The Bank of New York Mellon, as Trustee.




   4.2     Form of 4.65% First Mortgage Bonds due 2028 (included in
         Exhibit 4.1).




   5.1     Opinion of Melissa M. Gleespen, Esq., Vice President, Corporate
         Secretary and Chief Compliance Officer of Consumers, dated January 10,
         2023, regarding the legality of the Bonds.




   23.1     Consent of Melissa M. Gleespen, Esq. (included in Exhibit 5.1).




   99.1     Information relating to Item 14 of the Registration Statement on
          Form S-3 (No. 333-236742-01).

104.1 Included in the cover page, formatted in Inline XBRL

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