Item 8.01. Other Events.

On August 11, 2022, Consumers Energy Company ("Consumers") issued and sold $350,000,000 principal amount of its 3.60% First Mortgage Bonds due 2032 and $450,000,000 principal amount of its 4.20% First Mortgage Bonds due 2052 (collectively, 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 August 1, 2022 to the Prospectus dated February 28, 2020, an Issuer Free Writing Prospectus dated August 1, 2022 that included the final terms of the transaction, a Final Prospectus Supplement dated August 1, 2022 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 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 August 1, 2022 among Consumers and J.P.
         Morgan Securities LLC, MUFG Securities Americas Inc., PNC Capital
         Markets LLC, U.S. Bancorp Investments, Inc., Barclays Capital Inc., BNP
         Paribas Securities Corp., KeyBanc Capital Markets Inc., Mizuho
         Securities USA LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities
         America, Inc., Truist Securities, Inc., Comerica Securities, Inc., Fifth
         Third Securities, Inc. and Loop Capital Markets LLC, as underwriters.

  4.1      145th Supplemental Indenture dated as of August 11, 2022 between
         Consumers and The Bank of New York Mellon, as Trustee.

  4.2      Form of 3.60% First Mortgage Bonds due 2032 (included in Exhibit
         4.1).

  4.3      Form of 4.20% First Mortgage Bonds due 2052 (included in Exhibit
         4.1).

  5.1      Opinion of Melissa M. Gleespen, Esq., Vice President, Corporate
         Secretary and Chief Compliance Officer of Consumers, dated August 11,
         2022, 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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