Item 8.01. Other Events.

On March 26, 2020, Consumers Energy Company ("Consumers") issued and sold $575,000,000 aggregate principal amount of its 3.50% First Mortgage Bonds due 2051 (the "2051 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 March 17, 2020 to the Prospectus dated February 28, 2020, an Issuer Free Writing Prospectus dated March 17, 2020 that included the final terms of the transaction, a Final Prospectus Supplement dated March 17, 2020 to the Prospectus dated February 28, 2020 and an underwriting agreement among Consumers and the underwriters named in that agreement with respect to the 2051 Bonds. Consumers intends to use the net proceeds from the offering for general corporate purposes, including working capital and repayment of indebtedness.

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 March 17, 2020 among Consumers and
        Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan
        Securities LLC, MUFG Securities Americas Inc., SunTrust Robinson
        Humphrey, Inc., U.S. Bancorp Investments, Inc., and Loop Capital Markets
        LLC, as underwriters.



  4.1     139th Supplemental Indenture dated as of March 26, 2020 between
        Consumers and The Bank of New York Mellon, as Trustee.



  4.2     Form of 3.50% First Mortgage Bonds due 2051 (included in Exhibit
        4.1).



  5.1     Opinion of Melissa M. Gleespen, Esq., Vice President, Corporate
        Secretary and Chief Compliance Officer of Consumers, dated March 26,
        2020, regarding the legality of the 2051 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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