Item 8.01. Other Events.

On February 23, 2023, Consumers Energy Company ("Consumers") issued and sold $700,000,000 aggregate principal amount of its 4.625% First Mortgage Bonds due 2033 (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 February 13, 2023 to the Prospectus dated February 28, 2020, an Issuer Free Writing Prospectus dated February 13, 2023 that included the final terms of the transaction, a Final Prospectus Supplement dated February 13, 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 $500 million 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 February 13, 2023, among Consumers and
         Barclays Capital Inc., BofA Securities, Inc., Mizuho Securities USA LLC,
         Citigroup Global Markets Inc., PNC Capital Markets LLC, SMBC Nikko
         Securities America, Inc., Truist Securities, Inc., Comerica
         Securities, Inc., and Samuel A. Ramirez & Company, Inc., as
         underwriters.




   4.1     148th Supplemental Indenture dated as of February 23, 2023, between
         Consumers and The Bank of New York Mellon, as Trustee.




   4.2     Form of 4.625% First Mortgage Bonds due 2033 (included in
         Exhibit 4.1).




   5.1     Opinion of Melissa M. Gleespen, Esq., Vice President, Corporate
         Secretary and Chief Compliance Officer of Consumers, dated February 23,
         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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