UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) ~~October~~ 27January 10, ~~2022~~2023

Commission		Registrant; State of Incorporation;	IRS Employer
Commission File Number	Registrant; State of Incorporation; Address; and Telephone Number	IRS Employer Identification No.
File Number		Address; and Telephone Number	Identification No.
1-5611	CONSUMERS ENERGY COMPANY (A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550	38-0442310
1-9513		CMS ENERGY CORPORATION (A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550	38-2726431
1-5611		CONSUMERS ENERGY COMPANY (A Michigan Corporation) One Energy Plaza Jackson, Michigan 49201 (517) 788-0550	38-0442310

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
CMS Energy Corporation Common Stock, $0.01 par value	CMS	New York Stock Exchange
CMS Energy Corporation 5.625% Junior Subordinated Notes due 2078	CMSA	New York Stock Exchange
CMS Energy Corporation 5.875% Junior Subordinated Notes due 2078	CMSC	New York Stock Exchange
CMS Energy Corporation 5.875% Junior Subordinated Notes due 2079	CMSD	New York Stock Exchange
CMS Energy Corporation, Depositary Shares, each representing a 1/1,000th interest in a share of 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C	CMS PRC	New York Stock Exchange
Consumers Energy Company Cumulative Preferred Stock, $100 par value: $4.50 Series	CMS-PB	New York Stock Exchange

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Consumers Energy Company Cumulative Preferred		CMS-PB		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company: ¨

~~Emerging~~If an emerging growth company~~: CMS~~, indicate ~~Energy~~by ~~Corporation~~check ~~¨ Consumers~~mark if the registrant has elected not to use the extended transition period for complying with any new or revised ~~Energy~~financial ~~Company~~accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

~~If an~~Item ~~emerging~~8.01. ~~growth~~Other company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange ActEvents.

~~CMS~~On January 10, ~~Energy~~2023, ~~Corporation ¨~~ 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.

Co-Registrant CIK	0000201533
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant DocumentPeriodEndDate	2022-10-27
Co-Registrant Written Communications	false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false
Emerging Growth Company	false

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 2 9.0201. Financial ~~Results~~Statements ~~of Operations~~ and ~~Financial Condition~~Exhibits.

~~On October 27, 2022, CMS Energy Corporation~~ (~~“CMS Energy”~~d) ~~issued a News Release, in which it announced its 2022 third quarter results. Attached as Exhibit~~ 99Exhibits.~~1 to this report and incorporated herein by reference is a copy of the CMS Energy News Release, furnished as a part of this report.~~

~~Exhibit 99.~~1 ~~contains certain financial measures that are considered “non-GAAP financial measures” as defined in Securities and Exchange Commission rules~~. ~~Other than forward-looking earnings guidance, Exhibit 99.~~1 ~~contains~~Underwriting aAgreement ~~reconciliation~~dated ofJanuary these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States. Adjustments could include items such as discontinued operations3, ~~asset sales~~2023, ~~impairments,~~among ~~restructuring~~Consumers costs, changes in accounting principles, changes in federal tax policy, regulatory items from prior years, unrealized gains or losses from mark-to-market adjustments recognized in net income related to NorthStar Clean Energy’s interest expense, or other items. Management views adjusted earnings as a key measure of the company’s present operating financial performance and ~~uses~~Goldman ~~adjusted~~Sachs ~~earnings~~& ~~for external communications with analysts and investors~~Co. ~~Internally~~LLC, ~~the~~Morgan ~~company~~Stanley ~~uses~~& ~~adjusted earnings to measure and assess performance~~Co. ~~Because~~LLC, ~~CMS~~RBC ~~Energy~~Capital ~~is not able to estimate the impact of specific line items~~Markets, ~~which have the potential to significantly impact~~LLC, ~~favorably~~Wells orFargo ~~unfavorably~~Securities, ~~reported earnings in future periods~~LLC, ~~Exhibit~~and ~~99.1~~Loop ~~does~~Capital ~~not~~Markets contain reported earnings guidance nor a reconciliation for the comparable future period earnings. The adjusted earnings should be considered supplemental information to assist in understanding our business resultsLLC, ~~rather than~~ as ~~a substitute for the reported earnings~~underwriters. ~~All references to net income refer to net income available to common stockholders and references to earnings per share are on a diluted basis.~~

~~Item 7~~4.~~01.~~1 ~~Regulation~~147th FDSupplemental ~~Disclosure~~Indenture dated as of January 10, 2023, between Consumers and The Bank of New York Mellon, as Trustee.

~~The~~4.2 ~~information~~Form ~~set~~of ~~forth~~4.65% inFirst ~~the~~Mortgage ~~CMS~~Bonds ~~Energy~~due ~~News~~2028 ~~Release~~(included ~~dated~~in ~~October 27, 2022, attached as~~ Exhibit 994.1~~, is incorporated by reference in response to this Item 7~~).~~01.~~

~~CMS~~5.1 ~~Energy~~Opinion ~~will~~of ~~hold~~Melissa aM. ~~webcast~~Gleespen, toEsq., ~~discuss~~Vice ~~its~~President, ~~2022~~Corporate ~~third~~Secretary ~~quarter results~~ and ~~provide~~Chief aCompliance ~~business~~Officer ~~and~~of ~~financial~~Consumers, ~~outlook~~dated onJanuary ~~October~~10, 272023, atregarding ~~9:30 a.m. (ET). A copy of~~ the ~~CMS~~legality ~~Energy presentation is furnished as Exhibit 99.2 to this report. A webcast~~ of the ~~presentation will be available on the CMS Energy website, www~~Bonds.~~cmsenergy.com.~~

~~In accordance with General Instruction B~~23.~~2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.~~1 ~~and~~Consent ~~99.2, shall not be deemed “filed” for the purposes~~ of ~~Section 18~~ ofMelissa ~~the~~M. ~~Securities Exchange Act of 1934~~Gleespen, orEsq. ~~otherwise~~(included ~~subject to the liabilities of that section, nor shall it be deemed incorporated by reference~~ in ~~any~~Exhibit ~~filing under the Securities Act of 1933~~5.1).

~~Investors~~99.1 ~~and~~Information ~~others~~relating ~~should~~to ~~note~~Item ~~that~~14 ~~CMS~~of ~~Energy~~the ~~routinely~~Registration ~~posts~~Statement ~~important information~~ on ~~its~~Form ~~website~~S-3 ~~and considers the Investor Relations section, www~~(No.~~cmsenergy.com/investor-relations,~~ ~~a channel of distribution~~333-236742-01).

~~Item 9~~104.~~01.~~1 ~~Financial~~Included ~~Statements~~in ~~and~~the ~~Exhibits.~~cover page, formatted in Inline XBRL

~~(d) Exhibits.~~ SIGNATURE

	Exhibit Index
99.1		CMS Energy News Release dated October 27, 2022
99.2		CMS Energy presentation dated October 27, 2022
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

		CONSUMERS ENERGY COMPANY

Dated: January 10, 2023	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

CMS ENERGY CORPORATION

Dated: October 27, 2022	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer

CONSUMERS ENERGY COMPANY

Dated: October 27, 2022	By:	/s/ Rejji P. Hayes
		Rejji P. Hayes
		Executive Vice President and Chief Financial Officer

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