United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: ~~September~~June 30, ~~2019~~2020 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _______________ to _______________
Commission File No.	Name of Registrant, State of Incorporation, Address of Principal Executive Offices, and Telephone No.	IRS Employer Identification No.
000-49965	MGE Energy, Inc. (a Wisconsin Corporation) 133 South Blair Street Madison, Wisconsin 53788 (608) 252-7000 \| mgeenergy.com	39-2040501
000-1125	Madison Gas and Electric Company (a Wisconsin Corporation) 133 South Blair Street Madison, Wisconsin 53788 (608) 252-7000 \| mge.com	39-0444025

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days:

MGE Energy, Inc. Yes ☒ No ☐Madison Gas and Electric Company Yes ☒ No ☐

Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit such files):

MGE Energy, Inc. Yes ☒ No ☐Madison Gas and Electric Company Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

	Large Accelerated Filer	Accelerated Filer	Non-accelerated Filer	Smaller Reporting Company	Emerging Growth Company
MGE Energy, Inc.	☒	☐	☐	☐	☐
Madison Gas and Electric Company	☐	☐	☒	☐	☐

If an emerging growth company, indicate by check mark if the registrants have 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 Act.

MGE Energy, Inc. ☐Madison Gas and Electric Company ☐

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act):

MGE Energy, Inc. Yes ☐ No ☒Madison Gas and Electric Company Yes ☐ No ☒

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

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $1 Par Value Per Share		MGEE		The NASDAQ Stock Market

Number of Shares Outstanding of Each Class of Common Stock as of ~~October~~July 31, ~~2019~~2020
MGE Energy, Inc.	Common stock, $1.00 par value, ~~34,668,370~~36,163,370 shares outstanding.
Madison Gas and Electric Company	Common stock, $1.00 par value, 17,347,894 shares outstanding (all of which are owned beneficially and of record by MGE Energy, Inc.).

Table of Contents

PART I. FINANCIAL INFORMATION3

Filing Format3

Forward-Looking Statements3

Where to Find More Information3

Definitions, Abbreviations, and Acronyms Used in the Text and Notes of this Report4

Item 1. Financial Statements.6

MGE Energy, Inc.6

Consolidated Statements of Income (unaudited)6

Consolidated Statements of Cash Flows (unaudited)7

Consolidated Balance Sheets (unaudited)8

Consolidated Statements of Common Equity (unaudited)9

Madison Gas and Electric Company10

Consolidated Statements of Income (unaudited)10

Consolidated Statements of Cash Flows (unaudited)11

Consolidated Balance Sheets (unaudited)12

Consolidated Statements of Equity (unaudited)13

MGE Energy, Inc., and Madison Gas and Electric Company14

Notes to Consolidated Financial Statements (unaudited)14

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.3734

Item 3. Quantitative and Qualitative Disclosures About Market Risk.53

Item 4. Controls and Procedures.56

PART II. OTHER INFORMATION.57

Item 1. Legal Proceedings.57

Item1A. Risk Factors.57

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.5758

Item 4. Mine Safety Disclosures.5758

Item 5. Other Information.58

Item 6. Exhibits.5859

Signatures - MGE Energy, Inc.5960

Signatures - Madison Gas and Electric Company6061

PART I. FINANCIAL INFORMATION.

Filing Format

This combined Form 10-Q is being filed separately by MGE Energy, Inc. (MGE Energy) and Madison Gas and Electric Company (MGE). MGE is a wholly owned subsidiary of MGE Energy and represents a majority of its assets, liabilities, revenues, expenses, and operations. Thus, all information contained in this report relates to, and is filed by, MGE Energy. Information that is specifically identified in this report as relating solely to MGE Energy, such as its financial statements and information relating to its nonregulated business, does not relate to, and is not filed by, MGE. MGE makes no representation as to that information. The terms "we" and "our," as used in this report, refer to MGE Energy and its consolidated subsidiaries unless otherwise indicated.

Forward-Looking Statements

This report, and other documents filed by MGE Energy and MGE with the Securities and Exchange Commission (SEC) from time to time, contain forward-looking statements that reflect management's current assumptions and estimates regarding future performance and economic conditions—especially as they relate to economic conditions, future load growth, revenues, expenses, capital expenditures, financial resources, regulatory matters, and the scope and expense associated with future environmental regulation. These forward-looking statements are made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. Words such as "believe," "expect," "anticipate," "estimate," "could," "should," "intend," "will," and other similar words generally identify forward-looking statements. Both MGE Energy and MGE caution investors that these forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from those projected, expressed, or implied.

The factors that could cause actual results to differ materially from the forward-looking statements made by a registrant include: (a) those factors discussed in the registrants' ~~2018~~2019 Annual Report on Form ~~10-K:~~10-K: Item 1A. Risk Factors, as updated by Part II, Item 1A. Risk Factors in this report, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, as updated by Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations in this report, and Item 8. Financial Statements and Supplementary Data – Note ~~17,~~16, as updated by Part I, Item 1. Financial Statements – Note 98 in this report, and (b) other factors discussed herein and in other filings made by that registrant with the SEC.

Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this report. MGE Energy and MGE assume no obligation to release publicly any revision to these forward-looking statements to reflect events or circumstances after the date of this report, except as required by law.

Where to Find More Information

The public may read and copy any reports or other information that MGE Energy and MGE file with the SEC at the SEC's public reference room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. These documents also are available to the public from commercial document retrieval services, the website maintained by the SEC at sec.gov, MGE Energy's website at mgeenergy.com, and MGE's website at mge.com. Copies may be obtained from our websites free of charge. Information contained on MGE Energy's and MGE's websites shall not be deemed incorporated into, or to be a part of, this report.

Definitions, Abbreviations, and Acronyms Used in the Text and Notes of this Report

Abbreviations, acronyms, and definitions used in the text and notes of this report are defined below.

MGE Energy and Subsidiaries:

CWDCCentral Wisconsin Development Corporation

MAGAELMAGAEL, LLC

MGEMadison Gas and Electric Company

MGE EnergyMGE Energy, Inc.

MGE PowerMGE Power, LLC

MGE Power Elm RoadMGE Power Elm Road, LLC

MGE Power West CampusMGE Power West Campus, LLC

MGE ServicesMGE Services, LLC

MGE State Energy ServicesMGE State Energy Services, LLC

MGE TranscoMGE Transco Investment, LLC

MGEE TranscoMGEE Transco, LLC

North MendotaNorth Mendota Energy & Technology Park, LLC

Other Defined Terms:

2006 PlanMGE Energy's 2006 Performance Unit Plan

2013 PlanMGE Energy's 2013 Director Incentive Plan

2020 PlanMGE Energy's 2020 Performance Unit Plan

ACEAffordable Clean Energy

AFUDCAllowance for Funds Used During Construction

~~AROAsset Retirement Obligation~~

ATCAmerican Transmission Company LLC

ATC HoldcoATC Holdco, LLC

BARTBest Available Retrofit Technology

Badger Hollow IBadger Hollow I Solar Farm

Badger Hollow IIBadger Hollow II Solar Farm

BATBest Available Technology

BlountBlount Station

BSERBest System of Emissions Reductions

~~CAAClean Air Act~~

CAVRClean Air Visibility Rule

CCRCoal Combustion Residual

codificationFinancial Accounting Standards Board Accounting Standards Codification

ColumbiaColumbia Energy Center

cooling degree daysMeasure of the extent to which the average daily temperature is above 65 degrees Fahrenheit, which is considered an indicator of possible increased demand for energy to provide cooling

~~CPP~~COVID-19~~Clean Power Plan~~Coronavirus Disease 2019

CSAPRCross-State Air Pollution Rule

DthDekatherms, a quantity measure ~~used in respect of~~for natural gas

EGUsElectric Generating Units

electric marginElectric revenues less fuel for electric generation and purchase power costs, a non-GAAP measure

Elm Road UnitsElm Road Generating Station

EPAUnited States Environmental Protection Agency

~~FASBFinancial Accounting Standards Board~~

FERCFederal Energy Regulatory Commission

~~Forward WindForward Wind Energy Center~~

FTRFinancial Transmission Rights

GAAPGenerally Accepted Accounting Principles

gas marginGas revenues less cost of gas sold, a non-GAAP measure

GHGGreenhouse Gas

heating degree days (HDD)Measure of the extent to which the average daily temperature is below 65 degrees Fahrenheit, which is considered an indicator of possible increased demand for energy to provide heating

IRSInternal Revenue Service

kWhKilowatt-hour, a measure of electric energy produced

MISOMidcontinent Independent System Operator (a regional transmission organization)

MWMegawatt, a measure of electric energy generating capacity

MWhMegawatt-hour, a measure of electric energy produced

NAAQSNational Ambient Air Quality Standards

NO_xNitrogen ~~Oxides~~Oxide

PGAPurchased Gas Adjustment clause, a regulatory mechanism used to reconcile natural gas costs recovered in rates to actual costs

PHMDCPublic Health Madison & Dane County

PHMDC DirectivesPublic Health Madison & Dane County's Forward Dane Plan and related emergency orders

PPAPurchased Power Agreement

PSCWPublic Service Commission of Wisconsin

RERRenewable Energy Rider

RiversideRiverside Energy Center

ROEReturn on Equity

SaratogaSaratoga Wind Farm

SCRSelective Catalytic Reduction

SECSecurities and Exchange Commission

SO₂Sulfur Dioxide

Stock PlanDirect Stock Purchase and Dividend Reinvestment Plan of MGE Energy

Tax ActTax Cuts and Jobs Act

UWTwo Creeks~~University of Wisconsin at Madison~~Two Creeks Solar Farm

VIEVariable Interest Entity

WCCFWest Campus Cogeneration Facility

~~WEPCO~~WDNRWisconsin ~~Electric Power Company, a subsidiary~~Department of ~~WEC Energy Group, Inc.~~Natural Resources

working capitalCurrent assets less current liabilities

WPLWisconsin Power and Light Company, a subsidiary of Alliant Energy Corporation

XBRLeXtensible Business Reporting Language

Item 1. Financial Statements.

MGE Energy, Inc.

Consolidated Statements of Income (unaudited)

(In thousands, except per share amounts)

		Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
		September 30,				September 30,				June 30,				June 30,
		2019		2018		2019		2018		2020		2019		2020		2019
Operating Revenues:
Electric revenues	$	120,821	$	119,388	$	315,367	$	313,537	$	93,961	$	97,077	$	186,989	$	194,546
Gas revenues		17,377		18,407		112,547		106,152		23,079		25,070		79,924		95,170
Total Operating Revenues		138,198		137,795		427,914		419,689		117,040		122,147		266,913		289,716

Operating Expenses:
Fuel for electric generation		15,901		16,793		40,221		43,944		8,692		10,403		18,398		24,320
Purchased power		9,126		13,024		31,013		43,036		10,856		11,036		21,342		21,887
Cost of gas sold		3,092		4,921		55,220		54,109		6,339		8,875		37,137		52,128
Other operations and maintenance		48,070		44,130		143,979		131,976		46,224		48,974		90,593		95,910
Depreciation and amortization		18,193		14,259		53,423		41,754		18,434		18,091		36,601		35,230
Other general taxes		5,078		4,870		15,026		14,653		4,975		4,985		9,882		9,948
Total Operating Expenses		99,460		97,997		338,882		329,472		95,520		102,364		213,953		239,423
Operating Income		38,738		39,798		89,032		90,217		21,520		19,783		52,960		50,293

Other income, net		5,204		4,330		15,074		13,980		6,925		5,019		12,596		9,870
Interest expense, net		(5,831)		(5,025)		(17,227)		(14,547)		(5,914)		(5,749)		(11,975)		(11,396)
Income before income taxes		38,111		39,103		86,879		89,650		22,531		19,053		53,581		48,767
Income tax provision		(7,454)		(9,597)		(16,667)		(21,792)		(3,740)		(3,505)		(8,753)		(9,213)
Net Income	$	30,657	$	29,506	$	70,212	$	67,858	$	18,791	$	15,548	$	44,828	$	39,554

Earnings Per Share of Common Stock
(basic and diluted)	$	0.88	$	0.85	$	2.03	$	1.96	$	0.53	$	0.45	$	1.28	$	1.14

Dividends per share of common stock	$	0.353	$	0.338	$	1.028	$	0.983	$	0.353	$	0.338	$	0.705	$	0.675

Weighted Average Shares Outstanding
(basic and diluted)		34,668		34,668		34,668		34,668		35,441		34,668		35,054		34,668

The accompanying notes are an integral part of the above unaudited consolidated financial statements.	The accompanying notes are an integral part of the above unaudited consolidated financial statements.								The accompanying notes are an integral part of the above unaudited consolidated financial statements.

MGE Energy, Inc.

Consolidated Statements of Cash Flows (unaudited)

(In thousands)

Nine Months Ended

September 30,

2019

2018

Operating Activities:

Net income
$
70,212
$
67,858

Items not affecting cash:

Depreciation and amortization

53,423

41,754

Deferred income taxes

4,864

2,352

Provision for doubtful receivables

978

642

Employee benefit plan credit

(2,866)

(1,544)

Equity earnings in ATC

(6,879)

(6,113)

Other items

692

31

Changes in working capital items:

Decrease in current assets

14,307

25,530

Increase (decrease) in current liabilities

(24,088)

6,026

Dividends from ATC

5,526

5,336

Cash contributions to pension and other postretirement plans

(3,707)

(3,967)

Other noncurrent items, net

(760)

527

Cash Provided by Operating Activities

111,702

138,432

Investing Activities:

Capital expenditures

(128,389)

(149,001)

Capital contributions to investments

(5,894)

(4,801)

Other

(248)

368

Cash Used for Investing Activities

(134,531)

(153,434)

Financing Activities:

Cash dividends paid on common stock

(35,622)

(34,062)

Repayments of long-term debt

(3,405)

(23,330)

Issuance of long-term debt

-

100,000

Proceeds from (repayments of) short-term debt

41,500

(4,000)

Other

(1,331)

(659)

Cash Provided by Financing Activities

1,142

37,949

Change in cash, cash equivalents, and restricted cash

(21,687)

22,947

Cash, cash equivalents, and restricted cash at beginning of period

84,929

112,094

Cash, cash equivalents, and restricted cash at end of period
$
63,242
$
135,041

Supplemental disclosures of cash flow information:

Significant noncash investing activities:

Accrued capital expenditures
$
16,819
$
10,991

The accompanying notes are an integral part of the above unaudited consolidated financial statements.


		Six Months Ended
		June 30,
		2020		2019
Operating Activities:
Net income	$	44,828	$	39,554
Items not affecting cash:
Depreciation and amortization		36,601		35,230
Deferred income taxes		5,088		2,306
Provision for doubtful receivables		817		732
Employee benefit plan credit		(1,875)		(1,920)
Equity earnings in ATC		(5,405)		(4,515)
Other items		(1,006)		(717)
Changes in working capital items:
Decrease in current assets		9,934		15,349
Decrease in current liabilities		(8,195)		(951)
Dividends from ATC		4,581		3,745
Cash contributions to pension and other postretirement plans		(2,943)		(2,319)
Other noncurrent items, net		3,025		(610)
Cash Provided by Operating Activities		85,450		85,884

Investing Activities:
Capital expenditures		(85,217)		(79,092)
Capital contributions to investments		(2,577)		(3,386)
Other		(899)		(156)
Cash Used for Investing Activities		(88,693)		(82,634)

Financing Activities:
Issuance of common stock, net		79,635		-
Cash dividends paid on common stock		(24,968)		(23,401)
Repayments of long-term debt		(21,616)		(2,263)
Issuance of long-term debt		19,300		-
Net proceeds from short-term debt		-		10,500
Other		(1,030)		(1,193)
Cash Provided by (Used for) Financing Activities		51,321		(16,357)

Change in cash, cash equivalents, and restricted cash		48,078		(13,107)
Cash, cash equivalents, and restricted cash at beginning of period		25,814		84,929
Cash, cash equivalents, and restricted cash at end of period	$	73,892	$	71,822

Supplemental disclosures of cash flow information:
Significant noncash investing activities:
Accrued capital expenditures	$	15,762	$	2,264

The accompanying notes are an integral part of the above unaudited consolidated financial statements.

MGE Energy, Inc.

Consolidated Balance Sheets (unaudited)

(In thousands)


		September 30,	December 31,			June 30,	December 31,
ASSETS		2019		2018		2020		2019
Current Assets:
Cash and cash equivalents	$	61,112	$	83,102	$	51,642	$	23,481
Accounts receivable, less reserves of $2,683 and $2,614, respectively		35,805		43,593
Other accounts receivable, less reserves of $456 and $540 , respectively		7,867		6,262
Accounts receivable, less reserves of $4,717 and $2,820, respectively						33,879		40,482
Other accounts receivable, less reserves of $349 and $438 , respectively						7,658		7,940
Unbilled revenues		20,926		28,243		23,118		25,899
Materials and supplies, at average cost		28,019		24,093		31,076		26,287
Fuel for electric generation, at average cost		8,339		6,599		8,008		8,358
Stored natural gas, at average cost		11,402		11,303		6,998		10,637
Prepaid taxes		11,518		16,215		14,887		16,892
Regulatory assets - current		10,777		9,477		10,475		11,432
Assets held for sale		-		3,080
Other current assets		8,631		8,593		30,009		10,233
Total Current Assets		204,396		240,560		217,750		181,641
Other long-term receivables		2,343		2,709		1,673		1,811
Regulatory assets		144,482		145,424		129,775		134,314
Pension benefit asset						19,109		13,630
Other deferred assets and other		17,096		12,488		17,555		19,093
Property, Plant, and Equipment:
Property, plant, and equipment, net		1,524,925		1,369,766		1,524,617		1,530,199
Construction work in progress		88,050		139,671		161,542		112,484
Total Property, Plant, and Equipment		1,612,975		1,509,437		1,686,159		1,642,683
Investments		85,681		78,000		91,698		88,492
Total Assets	$	2,066,973	$	1,988,618	$	2,163,719	$	2,081,664

LIABILITIES AND CAPITALIZATION
Current Liabilities:
Long-term debt due within one year	$	4,632	$	4,553	$	19,714	$	19,659
Short-term debt		54,500		13,000
Accounts payable		39,139		46,158		40,701		55,161
Accrued interest and taxes		5,570		7,384		8,696		7,244
Accrued payroll related items		11,090		13,044		11,688		12,752
Regulatory liabilities - current		15,606		13,826		8,121		9,228
Derivative liabilities		10,390		8,550		10,430		10,100
Other current liabilities		11,124		14,113		10,273		14,676
Total Current Liabilities		152,051		120,628		109,623		128,820
Other Credits:
Deferred income taxes		239,433		231,952		251,050		243,302
Investment tax credit - deferred		786		818		721		763
Regulatory liabilities		162,088		165,638		166,469		164,965
Accrued pension and other postretirement benefits		64,274		67,483		68,550		68,665
Derivative liabilities		18,600		23,980		9,950		15,340
Finance lease liabilities		17,657		1,771		17,725		17,379
Other deferred liabilities and other		70,691		66,361		63,004		63,013
Total Other Credits		573,529		558,003		577,469		573,427
Capitalization:
Common shareholders' equity		851,234		816,644		955,171		855,676
Long-term debt		490,159		493,343		521,456		523,741
Total Capitalization		1,341,393		1,309,987		1,476,627		1,379,417
Commitments and contingencies (see Footnote 9)
Commitments and contingencies (see Footnote 8)
Total Liabilities and Capitalization	$	2,066,973	$	1,988,618	$	2,163,719	$	2,081,664

The accompanying notes are an integral part of the above unaudited consolidated financial statements.	The accompanying notes are an integral part of the above unaudited consolidated financial statements.				The accompanying notes are an integral part of the above unaudited consolidated financial statements.

MGE Energy, Inc.

Consolidated Statements of Common Equity (unaudited)

(In thousands, except per share amounts)

Accumulated

Additional

Other

Common Stock

Paid-in

Retained

Comprehensive

Shares

Value

Capital

Earnings

Income/(Loss)

Total

Three Months Ended September 30, 2018

Beginning Balance
34,668
$
34,668
$
316,268
$
443,242
$
-
$
794,178

Net income

29,506

29,506

Common stock dividends declared

($0.338 per share)

(11,701)

(11,701)

Ending balance - September 30, 2018
34,668
$
34,668
$
316,268
$
461,047
$
-
$
811,983

Three Months Ended September 30, 2019

Beginning Balance
34,668
$
34,668
$
316,268
$
481,861
$
-
$
832,797

Net income

30,657

30,657

Common stock dividends declared

($0.353 per share)

(12,220)

(12,220)

Ending balance - September 30, 2019
34,668
$
34,668
$
316,268
$
500,298
$
-
$
851,234

Nine Months Ended September 30, 2018

Beginning Balance
34,668
$
34,668
$
316,268
$
426,874
$
377
$
778,187

Cumulative effect of new accounting principle

377

(377)

-

Beginning balance - adjusted

427,251

-

778,187

Net income

67,858

67,858

Common stock dividends declared

($0.983 per share)

(34,062)

(34,062)

Ending balance - September 30, 2018
34,668
$
34,668
$
316,268
$
461,047
$
-
$
811,983

Nine Months Ended September 30, 2019

Beginning Balance
34,668
$
34,668
$
316,268
$
465,708
$
-
$
816,644

Net income

70,212

70,212

Common stock dividends declared

($1.028 per share)

(35,622)

(35,622)

Ending balance - September 30, 2019
34,668
$
34,668
$
316,268
$
500,298
$
-
$
851,234

The accompanying notes are an integral part of the above unaudited consolidated financial statements.


									Accumulated
					Additional				Other
	Common Stock				Paid-in		Retained		Comprehensive
	Shares		Value		Capital		Earnings		Income/(Loss)		Total
Three Months Ended June 30, 2019
Beginning Balance	34,668	$	34,668	$	316,268	$	478,014	$	-	$	828,950
Net income							15,548				15,548
Common stock dividends declared
($0.338 per share)							(11,701)				(11,701)
Ending Balance - June 30, 2019	34,668	$	34,668	$	316,268	$	481,861	$	-	$	832,797

Three Months Ended June 30, 2020
Beginning Balance	34,668	$	34,668	$	316,268	$	518,556	$	-	$	869,492
Net income							18,791				18,791
Common stock dividends declared
($0.353 per share)							(12,747)				(12,747)
Common stock issued, net	1,495		1,495		78,140						79,635
Ending Balance - June 30, 2020	36,163	$	36,163	$	394,408	$	524,600	$	-	$	955,171


Six Months Ended June 30, 2019
Beginning Balance	34,668	$	34,668	$	316,268	$	465,708	$	-	$	816,644
Net income							39,554				39,554
Common stock dividends declared
($0.675 per share)							(23,401)				(23,401)
Ending Balance - June 30, 2019	34,668	$	34,668	$	316,268	$	481,861	$	-	$	832,797

Six Months Ended June 30, 2020
Beginning Balance	34,668	$	34,668	$	316,268	$	504,740	$	-	$	855,676
Net income							44,828				44,828
Common stock dividends declared
($0.705 per share)							(24,968)				(24,968)
Common stock issued, net	1,495		1,495		78,140						79,635
Ending Balance - June 30, 2020	36,163	$	36,163	$	394,408	$	524,600	$	-	$	955,171

The accompanying notes are an integral part of the above unaudited consolidated financial statements.

Madison Gas and Electric Company

Consolidated Statements of Income (unaudited)

(In thousands)


		Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
		September 30,				September 30,				June 30,				June 30,
		2019		2018		2019		2018		2020		2019		2020		2019
Operating Revenues:
Electric revenues	$	120,821	$	119,388	$	315,367	$	313,537	$	93,961	$	97,077	$	186,989	$	194,546
Gas revenues		17,377		18,407		112,547		106,152		23,079		25,070		79,924		95,170
Total Operating Revenues		138,198		137,795		427,914		419,689		117,040		122,147		266,913		289,716

Operating Expenses:
Fuel for electric generation		15,901		16,793		40,221		43,944		8,692		10,403		18,398		24,320
Purchased power		9,126		13,024		31,013		43,036		10,856		11,036		21,342		21,887
Cost of gas sold		3,092		4,921		55,220		54,109		6,339		8,875		37,137		52,128
Other operations and maintenance		47,947		43,987		143,282		131,175		45,893		48,673		90,043		95,335
Depreciation and amortization		18,193		14,259		53,423		41,754		18,434		18,091		36,601		35,230
Other general taxes		5,078		4,870		15,026		14,653		4,975		4,985		9,882		9,948
Total Operating Expenses		99,337		97,854		338,185		328,671		95,189		102,063		213,403		238,848
Operating Income		38,861		39,941		89,729		91,018		21,851		20,084		53,510		50,868

Other income, net		2,672		2,592		7,837		7,402		3,531		2,958		6,911		5,165
Interest expense, net		(6,095)		(5,500)		(18,223)		(15,727)		(5,935)		(6,133)		(12,046)		(12,128)
Income before income taxes		35,438		37,033		79,343		82,693		19,447		16,909		48,375		43,905
Income tax provision		(6,687)		(9,117)		(14,579)		(19,918)		(3,046)		(2,966)		(7,417)		(7,892)
Net Income	$	28,751	$	27,916	$	64,764	$	62,775	$	16,401	$	13,943	$	40,958	$	36,013
Less: Net Income Attributable to Noncontrolling
Interest, net of tax		(5,614)		(5,629)		(16,725)		(16,940)		(5,768)		(5,621)		(11,261)		(11,111)
Net Income Attributable to MGE	$	23,137	$	22,287	$	48,039	$	45,835	$	10,633	$	8,322	$	29,697	$	24,902

The accompanying notes are an integral part of the above unaudited consolidated financial statements.	The accompanying notes are an integral part of the above unaudited consolidated financial statements.								The accompanying notes are an integral part of the above unaudited consolidated financial statements.

Madison Gas and Electric Company

Consolidated Statements of Cash Flows (unaudited)

(In thousands)

Nine Months Ended

September 30,

2019

2018

Operating Activities:

Net income
$
64,764
$
62,775

Items not affecting cash:

Depreciation and amortization

53,423

41,754

Deferred income taxes

3,653

(580)

Provision for doubtful receivables

978

642

Employee benefit plan credit

(2,866)

(1,544)

Other items

1,653

768

Changes in working capital items:

Decrease in current assets

14,236

24,864

Increase (decrease) in current liabilities

(22,234)

9,941

Cash contributions to pension and other postretirement plans

(3,707)

(3,967)

Other noncurrent items, net

(880)

374

Cash Provided by Operating Activities

109,020

135,027

Investing Activities:

Capital expenditures

(128,389)

(149,001)

Other

(477)

(680)

Cash Used for Investing Activities

(128,866)

(149,681)

Financing Activities:

Distributions to parent from noncontrolling interest

(17,000)

(19,000)

Repayments of long-term debt

(3,405)

(23,330)

Issuance of long-term debt

-

100,000

Proceeds from (repayments of) short-term debt

41,500

(4,000)

Other

(1,133)

(659)

Cash Provided by Financing Activities

19,962

53,011

Change in cash, cash equivalents, and restricted cash

116

38,357

Cash, cash equivalents, and restricted cash at beginning of period

6,670

10,093

Cash, cash equivalents, and restricted cash at end of period
$
6,786
$
48,450

Supplemental disclosures of cash flow information:

Significant noncash investing activities:

Accrued capital expenditures
$
16,819
$
10,991

The accompanying notes are an integral part of the above unaudited consolidated financial statements.


		Six Months Ended
		June 30,
		2020		2019
Operating Activities:
Net income	$	40,958	$	36,013
Items not affecting cash:
Depreciation and amortization		36,601		35,230
Deferred income taxes		4,034		1,231
Provision for doubtful receivables		817		732
Employee benefit plan credit		(1,875)		(1,920)
Other items		(380)		(181)
Changes in working capital items:
Decrease in current assets		7,460		15,845
(Decrease) increase in current liabilities		(4,439)		1,096
Cash contributions to pension and other postretirement plans		(2,943)		(2,319)
Other noncurrent items, net		2,412		(441)
Cash Provided by Operating Activities		82,645		85,286

Investing Activities:
Capital expenditures		(85,217)		(79,092)
Other		(890)		(271)
Cash Used for Investing Activities		(86,107)		(79,363)

Financing Activities:
Distributions to parent from noncontrolling interest		(8,500)		(11,500)
Capital contribution from parent		30,000		-
Repayments of long-term debt		(21,616)		(2,263)
Issuance of long-term debt		19,300		-
Net proceeds from short-term debt		-		10,500
Other		(999)		(1,038)
Cash Provided by (Used for) Financing Activities		18,185		(4,301)

Change in cash, cash equivalents, and restricted cash		14,723		1,622
Cash, cash equivalents, and restricted cash at beginning of period		5,529		6,670
Cash, cash equivalents, and restricted cash at end of period	$	20,252	$	8,292

Supplemental disclosures of cash flow information:
Significant noncash investing activities:
Accrued capital expenditures	$	15,762	$	2,264

The accompanying notes are an integral part of the above unaudited consolidated financial statements.

Madison Gas and Electric Company

Consolidated Balance Sheets (unaudited)

(In thousands)

		September 30,	December 31,			June 30,	December 31,
ASSETS		2019		2018		2020		2019
Current Assets:
Cash and cash equivalents	$	4,656	$	4,843	$	18,002	$	3,196
Accounts receivable, less reserves of $2,683 and $2,614, respectively		35,805		43,593
Accounts receivable, less reserves of $4,717 and $2,820, respectively						33,879		40,482
Affiliate receivables		540		621		787		530
Accounts receivable, less reserves of $456 and $540 , respectively		7,863		6,111
Accounts receivable, less reserves of $349 and $438 , respectively						7,644		7,936
Unbilled revenues		20,926		28,243		23,118		25,899
Materials and supplies, at average cost		28,019		24,093		31,076		26,287
Fuel for electric generation, at average cost		8,339		6,599		8,008		8,358
Stored natural gas, at average cost		11,402		11,303		6,998		10,637
Prepaid taxes		11,211		15,790		15,591		15,463
Regulatory assets - current		10,777		9,477		10,475		11,432
Assets held for sale		-		3,080
Other current assets		8,522		8,541		9,934		10,065
Total Current Assets		148,060		162,294		165,512		160,285
Affiliate receivable long-term		2,780		3,177		2,383		2,648
Regulatory assets		144,482		145,424		129,775		134,314
Pension benefit asset						19,109		13,630
Other deferred assets and other		18,178		14,142		18,040		19,680
Property, Plant, and Equipment:
Property, plant, and equipment, net		1,524,954		1,369,795		1,524,645		1,530,227
Construction work in progress		88,050		139,671		161,542		112,484
Total Property, Plant, and Equipment		1,613,004		1,509,466		1,686,187		1,642,711
Investments		523		388		213		209
Total Assets	$	1,927,027	$	1,834,891	$	2,021,219	$	1,973,477

LIABILITIES AND CAPITALIZATION
Current Liabilities:
Long-term debt due within one year	$	4,632	$	4,553	$	19,714	$	19,659
Short-term debt		54,500		13,000
Accounts payable		39,104		46,165		40,563		54,845
Accrued interest and taxes		7,901		10,319		11,791		8,754
Accrued payroll related items		11,090		13,044		11,688		12,752
Regulatory liabilities - current		15,606		13,826		8,121		9,228
Derivative liabilities		10,390		8,550		10,430		10,100
Other current liabilities		11,125		11,614		10,273		12,683
Total Current Liabilities		154,348		121,071		112,580		128,021
Other Credits:
Deferred income taxes		210,886		204,616		220,734		214,041
Investment tax credit - deferred		786		818		721		763
Regulatory liabilities		162,088		165,638		166,469		164,965
Accrued pension and other postretirement benefits		64,274		67,483		68,550		68,665
Derivative liabilities		18,600		23,980		9,950		15,340
Finance lease liabilities		17,657		1,771		17,725		17,379
Other deferred liabilities and other		70,655		66,361		62,987		62,973
Total Other Credits		544,946		530,667		547,136		544,126
Capitalization:
Common shareholder's equity		596,395		548,356		696,983		637,286
Noncontrolling interest		141,179		141,454		143,064		140,303
Total Equity		737,574		689,810		840,047		777,589
Long-term debt		490,159		493,343		521,456		523,741
Total Capitalization		1,227,733		1,183,153		1,361,503		1,301,330
Commitments and contingencies (see Footnote 9)
Commitments and contingencies (see Footnote 8)
Total Liabilities and Capitalization	$	1,927,027	$	1,834,891	$	2,021,219	$	1,973,477

The accompanying notes are an integral part of the above unaudited consolidated financial statements.	The accompanying notes are an integral part of the above unaudited consolidated financial statements.				The accompanying notes are an integral part of the above unaudited consolidated financial statements.

Madison Gas and Electric Company

Consolidated Statements of Equity (unaudited)

(In thousands)

								Accumulated													Accumulated
					Additional				Other		Non-							Additional				Other		Non-
	Common Stock				Paid-in		Retained	Comprehensive			Controlling			Common Stock				Paid-in		Retained	Comprehensive			Controlling
	Shares		Value		Capital		Earnings	Income/(Loss)			Interest		Total	Shares		Value		Capital		Earnings	Income/(Loss)			Interest		Total
Three Months Ended September 30, 2018
Three Months Ended June 30, 2019
Beginning balance	17,348	$	17,348	$	192,417	$	305,655	$	-	$	138,713	$	654,133	17,348	$	17,348	$	192,417	$	355,171	$	-	$	139,444	$	704,380
Net income							22,287				5,629		27,916							8,322				5,621		13,943
Distributions to parent from
noncontrolling interest											(5,500)		(5,500)											(4,000)		(4,000)
Ending balance - September 30, 2018	17,348	$	17,348	$	192,417	$	327,942	$	-	$	138,842	$	676,549
Ending Balance - June 30, 2019														17,348	$	17,348	$	192,417	$	363,493	$	-	$	141,065	$	714,323

Three Months Ended September 30, 2019
Three Months Ended June 30, 2020
Beginning balance														17,348	$	17,348	$	222,917	$	416,085	$	-	$	138,796	$	795,146
Net income																				10,633				5,768		16,401
Capital contributions from parent																		30,000								30,000
Distributions to parent from
noncontrolling interest																								(1,500)		(1,500)
Ending Balance - June 30, 2020														17,348	$	17,348	$	252,917	$	426,718	$	-	$	143,064	$	840,047


Six Months Ended June 30, 2019
Beginning balance	17,348	$	17,348	$	192,417	$	363,493	$	-	$	141,065	$	714,323	17,348	$	17,348	$	192,417	$	338,591	$	-	$	141,454	$	689,810
Net income							23,137				5,614		28,751							24,902				11,111		36,013
Distributions to parent from
noncontrolling interest											(5,500)		(5,500)											(11,500)		(11,500)
Ending balance - September 30, 2019	17,348	$	17,348	$	192,417	$	386,630	$	-	$	141,179	$	737,574
Ending Balance - June 30, 2019														17,348	$	17,348	$	192,417	$	363,493	$	-	$	141,065	$	714,323


Nine Months Ended September 30, 2018
Six Months Ended June 30, 2020
Beginning balance	17,348	$	17,348	$	192,417	$	282,135	$	(28)	$	140,902	$	632,774	17,348	$	17,348	$	222,917	$	397,021	$	-	$	140,303	$	777,589
Cumulative effect of new accounting principle							(28)		28				-
Beginning balance - adjusted							282,107		-				632,774
Net income							45,835				16,940		62,775							29,697				11,261		40,958
Capital contributions from parent																		30,000								30,000
Distributions to parent from
noncontrolling interest											(19,000)		(19,000)											(8,500)		(8,500)
Ending balance - September 30, 2018	17,348	$	17,348	$	192,417	$	327,942	$	-	$	138,842	$	676,549

Nine Months Ended September 30, 2019
Beginning balance	17,348	$	17,348	$	192,417	$	338,591	$	-	$	141,454	$	689,810
Net income							48,039				16,725		64,764
Distributions to parent from
noncontrolling interest											(17,000)		(17,000)
Ending balance - September 30, 2019	17,348	$	17,348	$	192,417	$	386,630	$	-	$	141,179	$	737,574
Ending Balance -June 30, 2020														17,348	$	17,348	$	252,917	$	426,718	$	-	$	143,064	$	840,047

The accompanying notes are an integral part of the above unaudited consolidated financial statements.	The accompanying notes are an integral part of the above unaudited consolidated financial statements.													The accompanying notes are an integral part of the above unaudited consolidated financial statements.

MGE Energy, Inc., and Madison Gas and Electric Company

Notes to Consolidated Financial Statements (unaudited)

~~September~~June 30, ~~2019~~2020

Summary of Significant Accounting Policies – MGE Energy and MGE.

a.Basis of Presentation.

This report is a combined report of MGE Energy and MGE. References in this report to "MGE Energy" are to MGE Energy, Inc. and its subsidiaries. References in this report to "MGE" are to Madison Gas and Electric Company.

MGE Power Elm Road and MGE Power West Campus own electric generating assets and lease those assets to MGE. Both entities are variable interest entities under applicable authoritative accounting guidance. MGE is considered the primary beneficiary of these entities as a result of contractual agreements. As a result, MGE has consolidated MGE Power Elm Road and MGE Power West Campus. See Footnote 3 of Notes to Consolidated Financial Statements under Item 8, Financial Statements and Supplementary Data, of MGE Energy's and MGE's ~~2018~~2019 Annual Report on Form 10-K (the ~~2018~~2019 Annual Report on Form 10-K).

The accompanying consolidated financial statements as of ~~September~~June 30, ~~2019,~~2020, and ~~for~~during the three and ~~nine~~six months ended, are unaudited but include all adjustments that MGE Energy and MGE management consider necessary for a fair statement of their respective financial statements. All adjustments are of a normal, recurring nature except as otherwise disclosed. The year-end consolidated balance sheet information was derived from the audited balance sheet appearing in the ~~2018~~2019 Annual Report on Form 10-K but does not include all disclosures required by accounting principles generally accepted in the United States of America. These notes should be read in conjunction with the financial statements and the notes on pages 6254 through ~~106~~107 of the ~~2018~~2019 Annual Report on Form 10-K.

b.COVID-19.

With the global outbreak of the Coronavirus Disease 2019 (COVID-19) and the declaration of a pandemic by the World Health Organization on March 11, 2020, U.S. governmental authorities have deemed electric and gas utilities to be critical infrastructure. MGE Energy therefore has an obligation to keep operating and maintaining our critical electric and gas infrastructure. Since then, MGE Energy has been subject to, and is following, local, state and federal public health and safety regulations and guidance to control the pandemic.

MGE Energy's and MGE's consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting periods presented. MGE Energy and MGE considered the impact of COVID-19 developments on the assumptions and estimates used in the preparation of these financial statements.

c.Cash, Cash Equivalents, and Restricted Cash.

The following table presents the components of total cash, cash equivalents and restricted cash on the consolidated balance sheets.

MGE Energy

MGE

September 30,

December 31,

September 30,

December 31,

(In thousands)

2019

2018

2019

2018

Cash and cash equivalents
$
61,112
$
83,102
$
4,656
$
4,843

Restricted cash

532

634

532

634

Receivable - margin account

1,598

1,193

1,598

1,193

Cash, cash equivalents, and restricted cash
$
63,242
$
84,929
$
6,786
$
6,670

		MGE Energy				MGE
		June 30,		December 31,		June 30,		December 31,
(In thousands)		2020		2019		2020		2019
Cash and cash equivalents	$	51,642	$	23,481	$	18,002	$	3,196
Restricted cash		20,599		619		599		619
Receivable - margin account		1,651		1,714		1,651		1,714
Cash, cash equivalents, and restricted cash	$	73,892	$	25,814	$	20,252	$	5,529

Cash Equivalents

MGE Energy and MGE consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Restricted Cash

MGE has certain cash accounts that are restricted to uses other than current operations and designated for a specific purpose. MGE's restricted cash accounts include cash held by trustees for certain employee benefits, cash deposits and certificates of deposit held by third parties. These are included in "Other current assets" on the consolidated balance sheets.

Receivable – Margin Account

Cash amounts held by counterparties as margin collateral for certain financial transactions are recorded as Receivable – margin account in "Other current assets" on the consolidated balance sheets. The costs being hedged are fuel for electric generation, purchased power, and cost of gas sold.

d.Trade Receivables, Allowance for Credit Losses, and Concentration Risk.

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. A 1% late payment charge is normally recorded on all receivables unpaid after the due date. In late March 2020, the 1% late payment charge was suspended in response to the PSCW's COVID-19 order. The order also suspended disconnection or refusal of services to any customer, with limited exceptions. The PSCW order was lifted on July 25, 2020; however, as permitted by regulatory action MGE notified the PSCW of its election to continue to waive late fees. The end date for this waiver period has not yet been determined but is expected to be no later than December 31, 2020. See Footnote 9.c. for further information.

The allowance for credit losses associated with these receivables represents MGE's best estimate of the amount of probable credit losses for existing accounts receivable. MGE manages concentration of credit risk through its credit and collection policies, which are consistent with state regulatory requirements. The allowance for credit losses is estimated based on historical write-off experience, regional economic data, review of the accounts receivable aging, and reasonable and supportable forecasts that affect the collectability of the reported amount. MGE has considered the effects of COVID-19 developments and associated governmental regulations, including suspension of disconnections for non-payment, in its estimate of allowance for credit losses by applying data from historical recessions and other significant economic downturns.

As of June 30, 2020, MGE had a reserve balance of $5.1 million against accounts receivable. During the three and six months ended June 30, 2020, MGE recorded $0.1 million and $0.6 million in write-offs, respectively. During the three and six months ended June 30, 2020, MGE recorded $1.5 million and $2.4 million of additional reserves, respectively, which include estimated impacts of COVID-19. The PSCW issued a deferral accounting order for deferral of incremental COVID-19-related costs. Recovery of these costs are expected to be addressed in future rate proceedings. As of June 30, 2020, MGE has deferred $1.6 million of incremental COVID-19-related costs as a regulatory asset. See Footnote 9.c. for further information.

New Accounting Standards - MGE Energy and MGE.

Recently Adopted

~~Leases.~~Credit Losses.

In ~~February~~June 2016, the ~~FASB~~Financial Accounting Standards Board issued authoritative guidance within the codification's ~~Leases~~Credit Losses topic, ~~that provides guidance~~which introduced a new model for recognizing credit losses on ~~the classification, recognition, measurement, and disclosure~~financial instruments based on an estimate of ~~leases.~~current expected credit losses. The new leasing standard establishes that a lease conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. Under the new guidance, lessees are required to recognize all leases with terms greater than one year, including operating leases, on the balance sheet by recording a right-of-use asset and lease liability. Prior to the authoritative guidance, only capital leases were recognized on the balance sheet by lessees. The new accounting guidance, as applied by lessors, did not change materially. In January 2018, the FASB issued authoritative guidance which provided an optional

practical expedient to grandfather the accounting for existing and expired land easements not accounted for as a lease under the new authoritative guidance. MGE Energy and MGE adopted this practical expedient.

~~The lease~~ authoritative guidance became effective January 1, ~~2019. MGE Energy and~~2020. MGE adopted the standard ~~upon~~on the effective date. ~~In compliance with authorized transition guidance, MGE Energy and MGE began applying the new~~The adoption of this standard ~~on January 1, 2019, but will continue to present periods prior to that date according to the previous authoritative standard. There was no~~did not have a material impact on MGE Energy's and MGE's financial statements. New disclosures are required under the ~~consolidated net income or cash flows.~~new standard. See Footnote 31.d. for ~~further lease information.~~allowance for credit loss disclosures.

~~Leases - MGE Energy and MGE.~~

As part of its regular operations, MGE enters into various contracts related to IT equipment, substations, cell towers, land, wind easements, and other property in use for operations. A contract is or contains a lease if the contract conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. Determination as to whether an arrangement is or contains a lease is completed at inception. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets; lease expense for these leases are recognized on a straight-line basis over the lease term. Leases with initial terms in excess of 12 months are recorded as operating or financing leases on the consolidated balance sheets.

Operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. For leases that do not provide an implicit rate, a collateralized incremental borrowing rate based on the information available at commencement date, including lease term, is used in determining the present value of future payments. The operating lease asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Operating lease expense is recognized on a straight-line basis over the lease term. MGE has regulatory treatment and recognizes regulatory assets or liabilities for timing differences between when net lease costs are recorded and when costs are recognized. As of September 30, 2019, MGE has no significant leases not yet commenced that would create significant future rights and obligations.

~~The following table shows lease expense for the three and nine months ended September 30, 2019:~~

(In thousands)

Three Months Ended

Nine Months Ended

Income Statement Location

Finance lease expense:

Amortization of leased assets
$
425
$
1,295

Depreciation and amortization

Interest on lease liabilities

199

597

Interest expense, net

Operating lease expense

32

92

Other operations and maintenance

Total lease expense
$
656
$
1,984

~~The following table shows the lease assets and liabilities on the consolidated balance sheet as of September 30, 2019:~~

(In thousands)

Balance Sheet Location

Lease assets:

Finance lease assets
$
16,275

Property, plant, and equipment, net

Operating lease assets

300

Other deferred assets and other

Total lease assets
$
16,575

Lease liabilities:

Finance lease liabilities - current
$
932

Other current liabilities

Finance lease liabilities - long-term

17,657

Finance lease liabilities

Operating lease liabilities - current

143

Other current liabilities

Operating lease liabilities - long-term

185

Other deferred liabilities and other

Total lease liabilities
$
18,917

~~The following table shows other financial lease information for the nine months ended September 30, 2019:~~

(In thousands)

Cash paid for amounts included in the measurement of lease liabilities:

Finance leases - Financing cash flows
$
781

Finance leases - Operating cash flows

597

Operating leases - Operating cash flows

108

Lease assets obtained in exchange for lease liabilities:

Finance leases

12,081

Operating leases

239

~~The following table shows the weighted average remaining lease terms and discounts as of September 30, 2019:~~

~~Weighted-average remaining lease terms (in years):~~
~~Finance leases~~	38
~~Operating leases~~	5
~~Weighted-average discount rates:~~
~~Finance leases~~	~~4.36~~	%
~~Operating leases~~	~~3.58~~	%

~~The following table shows maturities of lease liabilities as of September 30, 2019:~~

(In thousands)

Finance

Operating

2019
$
539
$
37

2020

1,644

152

2021

1,428

86

2022

1,309

33

2023

1,228

2

Thereafter

41,317

52

Subtotal

47,465

362

Less: Present value discount

(28,876)

(34)

Lease Liability
$
18,589
$
328

~~Future minimum rental payments as of December 31, 2018, under agreements classified as operating leases with noncancelable terms in excess of one year are as follows:~~

(In thousands)

2019

2020

2021

2022

2023

Thereafter

Minimum lease payments
$
1,646
$
1,371
$
1,095
$
989
$
975
$
22,707

Investment in ATC and ATC Holdco - MGE Energy and MGE.

ATC owns and operates electric transmission facilities primarily in Wisconsin. MGE received an interest in

ATC when it, like other Wisconsin electric utilities, contributed its electric transmission facilities to ATC as required by Wisconsin law. That interest is presently held by MGE Transco, ~~which, since December 1, 2016, is owned by~~a subsidiary of MGE Energy. ATC Holdco was formed by several members of ATC, including MGE Energy, to pursue electric transmission development and investments outside of Wisconsin. The ownership interest in ATC Holdco is held by MGEE Transco, a ~~wholly-owned~~ subsidiary of MGE Energy.

MGE Transco and MGEE Transco have accounted for their investments in ATC and ATC Holdco, respectively, under the equity method of accounting. Equity earnings from investments are recorded as "~~Other income~~""Other income" on the consolidated statements of income of MGE Energy. MGE Transco recorded the ~~following:~~following amounts related to its investment in ATC:

Three Months Ended

Nine Months Ended

September 30,

September 30,

(In thousands)

2019

2018

2019

2018

Equity earnings from investment in ATC
$
2,364
$
1,672
$
6,879
$
6,113

Dividends from ATC^(a)

1,781

1,581

5,526

4,540

Capital contributions to ATC

888

533

2,131

2,308

~~(a)~~MGE Transco recorded a $2.3 million dividend receivable from ATC as of December 31, 2017. A cash dividend was received in January of the following year. MGE Transco recorded a $1.6 million dividend receivable from ATC as of September 30, 2018. A cash dividend was received in October 2018.

		Three Months Ended				Six Months Ended
		June 30,				June 30,
(In thousands)		2020		2019		2020		2019
Equity earnings from investment in ATC	$	3,139	$	2,297	$	5,405	$	4,515
Dividends from ATC		1,880		1,733		4,271		3,745
Capital contributions to ATC		355		1,065		533		1,243

ATC Holdco was formed in December 2016. In the near term, it is expected that ATC Holdco will be pursuing transmission development opportunities that typically have long development and investment lead times before becoming operational.

In ~~October 2019,~~July 2020, MGE Transco made a ~~$0.9~~$0.4 million capital contribution to ATC.

ATC's summarized financial data is as follows:

Three Months Ended

Nine Months Ended

September 30,

September 30,

(In thousands)

2019

2018

2019

2018

Operating revenues
$
184,833
$
170,341
$
544,760
$
501,276

Operating expenses

(94,713)

(87,959)

(278,673)

(264,326)

Other income, net

484

439

1,031

2,070

Interest expense, net

(29,165)

(27,754)

(87,121)

(82,411)

Earnings before members' income taxes
$
61,439
$
55,067
$
179,997
$
156,609

		Three Months Ended				Six Months Ended
		June 30,				June 30,
(In thousands)		2020		2019		2020		2019
Operating revenues	$	203,071	$	182,212	$	389,872	$	359,927
Operating expenses		(97,511)		(93,573)		(192,722)		(183,960)
Other income, net		906		287		1,281		547
Interest expense, net		(26,258)		(28,838)		(55,146)		(57,956)
Earnings before members' income taxes	$	80,208	$	60,088	$	143,285	$	118,558

MGE receives transmission and other related services from ATC. During the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, MGE recorded $7.6 million and ~~$22.8~~$15.3 million, respectively, for transmission services received compared to ~~$7.2~~$7.6 million and ~~$21.7~~$15.2 million for the comparable periods in ~~2018.~~2019. MGE also provides a variety of operational, maintenance, and project management services for ATC, which isare reimbursed by ATC. As of ~~September~~June 30, ~~2019,~~2020, and December 31, ~~2018,~~2019, MGE had a receivable due from ATC of $1.5 million and $1.6 million, respectively. The receivable includes expenditures to fund transmission infrastructure upgrades at Badger

Hollow I and ~~$0.1 million, respectively.~~II and Two Creeks. MGE will be reimbursed for these costs after the new generation assets have been placed into service.

5.4.

Taxes - MGE Energy and MGE.

Effective Tax Rate.

The consolidated income tax provision differs from the amount computed by applying the statutory federal income tax rate to income before income taxes, as follows:

MGE Energy

MGE

Three Months Ended September 30,
2019

2018

2019

2018

Statutory federal income tax rate
21.0
%

21.0
%

21.0
%

21.0
%

State income taxes, net of federal benefit
6.3

6.3

6.2

6.2

Amortized investment tax credits
(0.1)

(0.1)

(0.1)

(0.1)

Credit for electricity from wind energy^(a)
(4.8)

(0.3)

(5.2)

(0.2)

AFUDC equity, net
(0.4)

(0.6)

(0.4)

(0.6)

Amortization of utility excess deferred tax - tax reform^(b)
(1.9)

(1.8)

(2.1)

(1.8)

Other, net, individually insignificant
(0.5)

-

(0.5)

0.1

Effective income tax rate
19.6
%

24.5
%

18.9
%

24.6
%

MGE Energy

MGE

Nine Months Ended September 30,
2019

2018

2019

2018

Statutory federal income tax rate
21.0
%

21.0
%

21.0
%

21.0
%

State income taxes, net of federal benefit
6.3

6.3

6.2

6.2

Amortized investment tax credits
(0.1)

(0.1)

(0.1)

(0.1)

Credit for electricity from wind energy^(a)
(5.6)

(0.3)

(6.1)

(0.3)

AFUDC equity, net
(0.3)

(0.8)

(0.3)

(0.8)

Amortization of utility excess deferred tax - tax reform^(b)
(2.2)

(1.8)

(2.4)

(2.0)

Other, net, individually insignificant
0.1

-

0.1

0.1

Effective income tax rate
19.2
%

24.3
%

18.4
%

24.1
%

	MGE Energy				MGE
Three Months Ended June 30,	2020		2019		2020		2019
Statutory federal income tax rate	21.0	%	21.0	%	21.0	%	21.0	%
State income taxes, net of federal benefit	6.3		6.3		6.2		6.2
Amortized investment tax credits	(0.1)		(0.1)		(0.1)		(0.1)
Credit for electricity from wind energy	(6.7)		(6.2)		(7.3)		(6.8)
AFUDC equity, net	(1.4)		(0.2)		(1.5)		(0.2)
Amortization of utility excess deferred tax - tax reform^(a)	(2.6)		(2.4)		(2.7)		(2.6)
Other, net, individually insignificant	0.1		-		0.1		0.1
Effective income tax rate	16.6	%	18.4	%	15.7	%	17.6	%

	MGE Energy				MGE
Six Months Ended June 30,	2020		2019		2020		2019
Statutory federal income tax rate	21.0	%	21.0	%	21.0	%	21.0	%
State income taxes, net of federal benefit	6.3		6.3		6.2		6.2
Amortized investment tax credits	(0.1)		(0.1)		(0.1)		(0.1)
Credit for electricity from wind energy	(6.8)		(6.1)		(7.4)		(6.7)
AFUDC equity, net	(1.5)		(0.2)		(1.6)		(0.2)
Amortization of utility excess deferred tax - tax reform^(a)	(2.6)		(2.4)		(2.8)		(2.6)
Other, net, individually insignificant	-		0.4		-		0.4
Effective income tax rate	16.3	%	18.9	%	15.3	%	18.0	%

(a)~~Saratoga Wind Farm became operational in February 2019.~~

~~(b)~~Included are impacts of the Tax Cuts and Jobs Act for the regulated utility for excess deferred taxes recognized using a normalization method of accounting. ~~For~~During the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, MGE recognized ~~$0.6~~$0.7 million and ~~$1.7~~$1.3 million, respectively, compared to $0.5 million and ~~$1.4~~$1.1 million for the comparable periods in ~~2018.~~2019. The amount and timing of the cash impacts will depend on the period over which certain income tax benefits are provided to customers, as determined by the PSCW.

6.5.

Pension and Other Postretirement Plans - MGE Energy and MGE.

MGE maintains qualified and nonqualified pension plans, health care, and life insurance ~~benefits. Additionally, MGE has~~benefits and defined contribution 401(k) benefit ~~plans.~~plans for its employees and retirees.

The components of net periodic benefit cost, other than the service cost component, are recorded in "Other income, net" on the consolidated statements of income. The service cost component is recorded in "Other operations and maintenance" on the consolidated statements of income. ~~The service cost component of net periodic benefit cost is eligible for capitalization within the consolidated balance sheets.~~ MGE has regulatory treatment and recognizes regulatory assets or liabilities for timing differences between when net periodic benefit costs are recovered and when costs are recognized.

The following table presents the components of net periodic benefit costs recognized.

Three Months Ended

Nine Months Ended

September 30,

September 30,

(In thousands)

2019

2018

2019

2018

Pension Benefits

Components of net periodic benefit cost:

Service cost
$
1,040
$
1,431
$
3,402
$
4,292

Interest cost

3,170

3,215

10,364

9,645

Expected return on assets

(5,054)

(6,560)

(16,523)

(19,680)

Amortization of:

Prior service credit

(26)

(11)

(85)

(33)

Actuarial loss

1,637

1,319

5,351

3,958

Net periodic benefit (credit) cost
$
767
$
(606)
$
2,509
$
(1,818)

Postretirement Benefits

Components of net periodic benefit cost:

Service cost
$
276
$
320
$
829
$
962

Interest cost

721

653

2,164

1,959

Expected return on assets

(677)

(808)

(2,034)

(2,424)

Amortization of:

Transition obligation

1

1

2

2

Prior service credit

(664)

(667)

(1,994)

(2,001)

Actuarial loss

100

122

300

366

Net periodic benefit (credit) cost
$
(243)
$
(379)
$
(733)
$
(1,136)

		Three Months Ended				Six Months Ended
		June 30,				June 30,
(In thousands)		2020		2019		2020		2019
Pension Benefits
Components of net periodic benefit cost:
Service cost	$	1,332	$	1,221	$	2,648	$	2,362
Interest cost		3,082		3,742		6,105		7,194
Expected return on assets		(6,804)		(5,922)		(13,615)		(11,469)
Amortization of:
Prior service credit		(31)		(31)		(62)		(59)
Actuarial loss		1,392		1,985		2,678		3,714
Net periodic benefit (credit) cost	$	(1,029)	$	995	$	(2,246)	$	1,742

Postretirement Benefits
Components of net periodic benefit cost:
Service cost	$	321	$	334	$	632	$	553
Interest cost		566		865		1,139		1,442
Expected return on assets		(787)		(676)		(1,577)		(1,357)
Amortization of:
Transition obligation		1		1		1		2
Prior service credit		(667)		(662)		(1,334)		(1,330)
Actuarial loss		40		94		110		200
Net periodic benefit (credit) cost	$	(526)	$	(44)	$	(1,029)	$	(490)

As a result of lower investment returns in the fourth quarter of 2018, pension and postretirement benefit costs increased in 2019. In August 2019, the PSCW approved MGE's request to defer the difference between estimated pension and other postretirement costs included in the 2019 and 2020 rate settlement and actual expense incurred. MGE expects that the deferred cost for employee benefit plans will be factored into future rate ~~actions starting~~proceedings. During 2019, MGE deferred approximately $6.2 million of pension and other post-retirement costs. MGE expects to over-collect benefit costs in ~~2021. For~~2020 rates, which will reduce the regulatory asset that MGE expects to be factored into future rate proceedings. During the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, MGE ~~has deferred~~over-collected approximately ~~$1.3~~$0.2 million and ~~$4.6~~$0.6 million, respectively, of pension and other postretirement costs, ~~respectively.~~which reduced the amount deferred in 2019. During the three and six months ended June 30, 2019, MGE deferred approximately $3 million of pension and postretirement costs. The impact of ~~the~~this deferral has not been reflected in the table above.

7.6.

Equity and Financing Arrangements.

a.Common Stock - MGE Energy.

MGE Energy sells shares of its common stock through its Direct Stock ~~Plan.~~Purchase and Dividend Reinvestment Plan (the Stock Plan). Those shares may be newly issued shares or shares that ~~MGE Energy has~~are purchased in the open market by an independent agent for ~~resale to~~ participants in the Stock Plan. All sales under the Stock Plan are covered by a shelf registration statement that MGE Energy filed with the SEC. ~~For both~~During the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, MGE Energy ~~did~~ ~~not~~ ~~issue and~~issued 0 new shares of common stock under the Stock Plan.

In May 2020, MGE Energy issued 1.5 million shares of its common stock in an underwritten offering.MGE Energy received proceeds, net of underwriter fees and issuance costs, of $79.6 million from the issuance and sale of those shares.The net proceeds are expected to be used for general corporate purposes, including capital expenditures.

b.Dilutive Shares Calculation - MGE Energy.

MGE Energy ~~does~~ ~~not~~ ~~have any stock option or stock award programs or any~~has 0 dilutive ~~securities.~~securities issued.

c.Long-term Debt - MGE Energy and MGE.

In ~~August 2019,~~April 2020, MGE ~~entered into a Note Purchase Agreement for $50~~borrowed $19.3 million from the City of ~~new long-term unsecured debt carrying~~Madison, Wisconsin's issuance of Industrial Development Revenue Refunding Bonds (Madison Gas and Electric Company Project), Series 2020A. The bonds carry an interest rate of ~~2.94%~~2.05% per annum ~~over its~~ with interest payable semi-annually on April 1 and October 1 of each year, commencing on October 1, 2020. The bonds require their holder to tender them on April 30, 2023, at which time the bonds will either be repriced and remarketed or redeemed and retired. MGE used the proceeds to redeem at par $10~~-year life. Funding occurred on November 5, 2019. The proceeds~~19.3 million of ~~the debt financing will be used to assist with capital expenditures, maturing short-term debt,~~existing Industrial Development Revenue Refunding Bonds (Madison Gas and ~~other corporate obligations. The covenants of this debt are substantially consistent with MGE's existing unsecured long-term debt.~~Electric Company Project), Series 2002B due October 1, 2027.

8.The funds for the loan were provided by a purchaser of the bonds pursuant to a Bond Purchase and Covenants Agreement between that purchaser and MGE. That Agreement requires MGE to maintain a ratio of consolidated indebtedness to consolidated total capitalization not to exceed a maximum of 65%. Both consolidated indebtedness and consolidated total capitalization are to be determined in accordance with GAAP, except that amounts included within MGE's indebtedness and capitalization from "variable interest entities" are excluded. A change of control constitutes a default under the Bond Purchase Agreement. Change in control events are defined as (i) a failure by MGE Energy to hold 100% of the outstanding voting equity interest in MGE or (ii) the acquisition of beneficial ownership of 30% or more of the outstanding voting stock of MGE Energy by one person or two or more persons acting in concert. The ratio, and its calculation, and the change of control provision reflect the provisions contained in MGE’s credit agreements.

Share-Based Compensation - MGE Energy and MGE.

2013 Director Incentive Plan and 2006 Performance Unit Plan

Under MGE Energy's 2013 Director Incentive Plan (the 2013 Plan) and its 2006 Performance Unit Plan (the 2006 Plan), non-employee directors and eligible employees, respectively, may receive performance units that entitle the holder to receive a cash

payment equal to the value of a designated number of shares of MGE Energy's common stock, plus dividend equivalent payments thereon, at the end of the performance period set in the award. In accordance with the plans' provisions, these awards are subject to prescribed vesting schedules and must be settled in cash. Accordingly, 0 shares of common stock will be issued in connection with the plans.

In ~~2019, 5,175~~2020, 5,048 units were granted under the ~~Director Incentive~~2013 Plan and are subject to a three-year graded vesting ~~schedule, and~~schedule. ~~17,022~~NaN units were granted under the 2006 Plan in 2020 in view of the adoption of the 2020 Performance Unit Plan ~~and are subject to a~~ ~~five-year graded vesting schedule.~~described below. On the grant date, the cost of the director or employee services received in exchange for a performance unit award is measured based on the current market value of MGE Energy common stock. The fair value of the awards is remeasured quarterly, including as of ~~September~~June 30, ~~2019,~~2020, as required by applicable accounting standards. Changes in quarterly fair value as well as the original grant are recognized as compensation cost. Since this amount is remeasured throughout the vesting period, the compensation cost is subject to variability.

For nonretirement eligible employees under the ~~Performance Unit~~2006 Plan, stock-based compensation costs are accrued and recognized using the graded vesting method. Compensation cost for retirement eligible employees or employees that will become retirement eligible during the vesting schedule are recognized on an abridged horizon as retirement eligibility accelerates vesting.

During the three ~~and nine~~ months ended ~~September~~June 30, 2020 and 2019, MGE recorded ~~$0.9~~$0.2 million and ~~$2.8~~$0.7 million, respectively, in compensation expense as a result of awards under the ~~plans compared to $0.3~~2013 Plan and 2006 Plan. During the six months ended June 30, 2020 and 2019, MGE recorded $0.5 million in compensation benefit and ~~$1.3~~$1.9 million ~~for~~in compensation expense, respectively, as a result of awards under the ~~comparable periods in 2018.~~2013 Plan and 2006 Plan. In January ~~2019,~~2020, cash payments of ~~$1.5~~$2.0 million were distributed relating to awards that were granted in a prior year under the plans. NoNaN forfeitures of units occurred during the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018.~~2019. As of ~~September~~June 30, ~~2019, $6.2~~2020, $3.5 million of outstanding awards are vested. Of this amount, no cash settlements have occurred as cash payments are only made at the end of the

period covered by the awards.

9.b.

2020 Performance Unit Plan

The 2020 Performance Unit Plan (the 2020 Plan) was adopted in February 2020 for eligible employees. Plan participants may receive awards of performance units, restricted units, or both. Performance units entitle the holder to receive a cash payment equal to the value of a designated number of shares of MGE Energy's common stock, plus dividend-equivalent payments thereon, based upon achievement of specified performance goals during a performance period set by the Compensation Committee of the Board of Directors. Restricted units entitle the holder to receive a cash payment equal to the value of a designated number of shares of MGE Energy's common stock, plus dividend-equivalent payments thereon, at the end of a defined time period. Awards are subject to vesting provisions providing for 100% vesting at the end of the performance period, in the case of performance units, and at the end of the defined time period in the case of restricted units. The performance units and restricted units will be paid out in cash and are accounted for as a liability award. NaN shares of common stock will be issued in connection with the 2020 Plan.

In April 2020, 9,822 performance units and 9,822 restricted units were granted under the 2020 Plan. The 2020 performance units contain market and performance conditions. The market condition is based on total shareowner return relative to an investor-owned utility peer group. The performance condition is based on achievement of targets specified in the award agreement (such as an earnings growth target). The fair value of each performance unit is based on the fair value of the underlying common stock on the grant date and the probability of satisfying the market and performance conditions contained in the award agreement during the three-year performance period. The actual number of performance units that will be paid out upon vesting is dependent upon actual performance and may range from 0 to 200% of the granted number of units. The 2020 restricted units will vest based on a three-year cliff vesting schedule.

During the three and six months ended June 30, 2020, MGE recorded $0.6 million in compensation expense as a result of awards under the 2020 Plan.

Commitments and Contingencies.

a.Environmental - MGE Energy and MGE.

MGE Energy and MGE are subject to frequently changing local, state, and federal regulations concerning air quality, water quality, land use, threatened and endangered species, hazardous materials handling, and solid waste disposal. These regulations affect the manner in which ~~they conduct their~~ operations are conducted, the costs of ~~those~~ operations, as well as capital and operating expenditures. Several of these environmental rules are subject to legal challenges, reconsideration and/or other uncertainties. Regulatory initiatives, proposed rules, and court challenges to adopted rules ~~have the potential to~~could have a material effect on capital expenditures and operating costs. Management believes compliance costs will be recovered in future rates based on previous treatment of environmental compliance projects. These initiatives, proposed rules, and court challenges include:

•The EPA's published water effluent limitations guidelines and standards for steam electric power plants, which focus on the reduction of metals and other pollutants in wastewater from new and existing power ~~plants, such as~~plants. MGE is currently evaluating proposed rule modifications for applicability to the ~~coal-burning plants at~~ Columbia and ~~the~~ Elm Road Units. ~~The operators of~~Until the ~~Columbia and the Elm Road Units have indicated that equipment upgrades may~~modifications are finalized, MGE will not know with certainty how operations will be ~~necessary to comply with the new discharge standards.~~impacted.

•The EPA's cooling water intake rules, which require cooling water intake structures at electric power plants ~~such as our Blount and Columbia plants,~~ to meet best available technology (BAT) standards so that mortality from entrainment (drawing aquatic life into a plant's cooling system) and impingement (trapping aquatic life on screens) are reduced. MGE will need to conduct studies at its Blount plant by the end of 2021 to determine BAT. Columbia's operator will also need to determine BAT. Future BAT requirements at Blount and Columbia will be based on the results of these

intake studies and will be specified in the next permits expected to be issued in 2023 or later. MGE expects that ~~the~~this rule will not have a material effect on its existing plants.

•Greenhouse Gas (GHG) reduction guidelines and approval criteria established under the Clean Air Act ~~(CAA)~~ for states to use in developing plans to control GHG emissions from existing fossil fuel-fired electric generating units (EGUs).

In ~~2015, the EPA finalized the Clean Power Plan (CPP), which directed states to submit plans to reduce GHG emissions from the electric generation sector. The CPP applied the statutory~~

requirements for the "best system of emission reduction" (BSER) broadly so as to encompass GHG emission reduction strategies that extend "beyond the fenceline" of existing EGUs and required a shift in the energy generation mix at the grid level.

~~In July~~ 2019, the EPA published a final rule ~~repealing the CPP and~~ creating the ~~replacement~~ Affordable Clean Energy (ACE) rule to reduce greenhouse gas emissions from existing coal-fired EGUs. The ACE rule ~~applies~~directs states to submit plans to the EPA for approval that implement standards of performance (called Best System of Emissions Reductions, or BSER) for individual coal-fired EGUs ~~greater than~~over 25 MW. ~~Based upon these criteria,~~The ACE rule defines BSER as on-site "inside the fenceline," heat-rate efficiency improvements. Under the ACE rule, will likely apply to Columbia and the Elm Road Units. EGUs that burn fossil fuels other than coal, such as Blount, WCCF, and smaller natural gas- and diesel-fueled units are not subject to the ACE rule.

~~In contrast to the CPP, the ACE rule limits BSER to only "inside the fenceline" heat rate improvement technologies or systems that can be applied at an affected coal-fired EGU. Under ACE,~~ states have the primary role in developing standards of performance that result from the application of BSER. The EPA has not provided a standard of performance that it will deem presumptively acceptable in a state plan, but urges states to provide full justification for each component of their plans so that the EPA can evaluate BSER on a unit-by-unit basis. The ACE rule is subject to a legal challenge pending in the United States ~~District Court of the District of Columbia.~~

~~States will~~ have three years to develop and submit compliance plans to the EPA. The EPA will have a year to review and approve ~~the~~those plans. ~~The states~~States are then given 24 months from the approval date to implement the ~~rule~~plan and can extend the compliance schedule for units that meet progress milestones. ~~EGU's compliance with the~~

The ACE rule ~~may not be required until 2024 or later.~~will apply to Columbia and the Elm Road Units. MGE is currently evaluating how this rule may impact ~~operations.~~operations and monitoring state activity on BSER development. Until the State of Wisconsin develops a plan that is accepted by the EPA, MGE will not be able to determine the final impact of the rule. Additionally, the ACE rule and repeal of the Clean Power Plan are subject to a legal challenge pending in the United States District Court of the District of Columbia. MGE will continue to evaluate the ~~rule~~plan development within the state and monitor ongoing and potential legal proceedings associated with the ~~CPP and~~ ACE ~~rules.~~rule.

•The EPA's rule to regulate ambient levels of ozone through the 2015 Ozone National Ambient Air Quality Standards (NAAQS).

In May 2018, the EPA issued a final rule ~~which~~that designated the northeast portion of Milwaukee County as being in nonattainment with this NAAQS. The Elm Road Units are located in Milwaukee County, outside the designated nonattainment area. In August 2018, several environmental groups, the City of Chicago, and the State of Illinois filed federal lawsuits challenging several of the EPA's attainment designation decisions, including the partial Milwaukee County designation as being too narrow and not sufficiently protective. In July 2020, the United States District Court of the District of Columbia remanded the partial Milwaukee County attainment designation back to EPA for further explanation. MGE is monitoring the outcome of ~~this lawsuit~~EPA’s remand analysis and how it may affect our Elm Road Units in Milwaukee County. At this time, MGE expects that the 2015 Ozone NAAQS will not have a material effect on its existing plants based on final designations.

•Rules regulating nitrogen oxide (NO_x) and sulfur dioxide (SO₂) emissions, including the Cross State Air Pollution Rule (CSAPR) and Clean Air Visibility Rule (CAVR).

~~MGE~~The EPA's CSAPR and its progeny are a suite of interstate air pollution transport rules designed to reduce ozone and fine particulate (PM2.5) air levels in areas that the EPA has ~~met its CSAPR obligations in 2018 and 2017 through a combination of reduced emissions through~~determined as being significantly impacted by pollution ~~control (e.g. SCR installation at Columbia), as well as owned, received, and purchased allowances. CSAPR has been subject to ongoing legal challenges.~~from upwind states. In September 2019, the U.S. Court of Appeals upheld the legal argument that the EPA cannot provide a partial remedy to the Clean Air Act's "Good Neighbor ~~Provision"~~Provision," which addresses interstate transport of pollutants from upwind states to downwind states. Under the current rule, the EPA was not holding upwind states to the same attainment deadlines as the downwind states that they impacted. The court indicated that this leniency on the upwind states effectively causes downwind states to miss attainment deadlines or over comply to meet deadlines. The court remanded the rule to the EPA without vacating it. No deadline has been set for the EPA to revise the rule. Wisconsin is considered an upwind and downwind state under CSAPR and is potentially impacted by rules that the EPA will develop to address this remand. MGE has met its current CSAPR obligations through a combination of reduced emissions through pollution control (e.g., SCR installation at Columbia), as well as owned, received, and purchased allowances. While uncertainty remains around CSAPR due to legal challenges, MGE expects that it will meet ongoing CSAPR obligations for the foreseeable future. MGE will continue to monitor developments in EPA revisions after the remand and any ongoing litigation over this rule.

~~MGE will not be able to determine impacts to our operations until rules are promulgated. MGE will continue to monitor developments.~~

Columbia is subject to the best available retrofit technology (BART) regulations, a subsection of the EPA's CAVR, which may require pollution control retrofits. Columbia's existing pollution control upgrades, and the EPA's stance that compliance with the CSAPR equals compliance with BART, should mean that Columbia will not need to do additional work to meet BART requirements. At this time, however, the BART regulatory obligations, compliance strategies, and costs remain uncertain in Wisconsin due to the continued legal challenges surrounding CSAPR and CAVR. MGE will continue to monitor developments to this rule.

•The EPA's Coal Combustion Residuals Rule (CCR), which regulates coal ash from burning coal for the purpose of generating electricity as a solid waste and defines what ash use activities would be considered generally exempt beneficial reuse of coal ash. The CCR rule also regulates landfills, ash ponds, and other surface impoundments used for coal combustion residuals by regulating their design, location, monitoring, and operation.

Review of the Elm Road Units has indicated that the costs to comply with this rule are not expected to be significant. Columbia's operator has completed a review of their system and has developed a compliance plan. Columbia's operator is also exploring alternative compliance options to meet the rule requirements by the rule's deadline. MGE will continue to monitor the operator's plans for compliance to assess potential impacts on operations.

In July 2018, the EPA published a final rule that included amendments to the CCR (which include the allowance of alternative performance standards for landfills and surface impoundments, revised risk-based groundwater protection standards, and an extension of the deadline by which certain facilities must cease the placement of waste in CCR units). In August 2018, the Court of Appeals for the D.C. Circuit vacated parts of the CCR for not being sufficiently protective of the environment. In AugustDecember 2019, the EPA introduced a proposed rule ~~that if final would~~to revise some ~~monitoring, corrective action, beneficial reuse, and storage requirements. The revised~~of the closure standards that are in the 2015 CCR Rule. If the proposed rule ~~as proposed would~~is finalized, MGE does not anticipate that it will have a material impact on ~~MGE. MGE will continue to monitor potential rule modifications to assess potential impacts on~~our operations.

b.Legal Matters - MGE Energy and MGE.

MGE is involved in various legal matters that are being defended and handled in the normal course of business. MGE ~~maintains accruals~~accrues for ~~such~~ costs that are probable of being incurred and subject to reasonable estimation. The accrued amount for these matters is not material to the financial statements. MGE does not expect the resolution of these matters to have a material adverse effect on its consolidated results of operations, financial condition, or cash flows.

c.Purchase Contracts - MGE Energy and MGE.

MGE Energy and MGE have entered into various commodity supply, transportation, and storage contracts to meet their obligations to deliver electricity and natural gas to customers. Management expects to recover these costs in future customer rates. The following table shows future commitments related to purchase contracts as of ~~September~~June 30, ~~2019:~~2020:

(In thousands)		2020		2021		2022		2023		2024		Thereafter
Natural gas
Transportation and storage^(a)		10,254		21,854		22,008		22,008		22,008		36,603
Supply^(b)		8,894		10,891		-		-		-		-
	$	19,148	$	32,745	$	22,008	$	22,008	$	22,008	$	36,603

(In thousands)

2019

2020

2021

2022

2023

Thereafter

Coal^(a)
$
7,293

13,120

5,647

2,313

-

-

Natural gas

Transportation and storage^(b)

6,258

21,997

21,728

21,728

21,728

55,460

Supply^(c)

8,773

10,600

-

-

-

-

Solar farms^(d)

509

310

3,024

726

743

32,474

Other

92

928

929

97

99

1,079

$
22,925
$
46,955
$
31,328
$
24,864
$
22,570
$
89,013

(a)Total coal commitments for the Columbia and Elm Road Units, including transportation. Fuel procurement for MGE’s jointly owned Columbia and Elm Road Units is handled by WPL and WEPCO, respectively, who are the operators of those facilities.

~~(b)MGE’s~~MGE's natural gas transportation and storage contracts require fixed monthly payments for firm supply pipeline transportation and storage capacity. The pricing components of the fixed monthly payments for the transportation and storage contracts are established by FERC but may be subject to change.

~~(c)~~(b)These commitments include market-based pricing.

~~(d)In 2019, MGE entered into commitments related to operations of the Two Creeks and Badger Hollow Solar Farms. See Footnote 14 for further information on the solar farm construction.~~22

d.~~Capital Purchase Commitments - MGE Energy and MGE.~~

Various contractual obligations contain minimum future commitments related to capital expenditures for certain construction projects, including the Two Creeks solar project and the Badger Hollow Solar Farm. As of September 30, 2019, the Two Creeks and Badger Hollow future minimum construction commitment is $20.5 million and $53.2 million, respectively.

e.~~Other Commitments~~ ~~- MGE Energy.~~

In September 2019, MGE Energy entered into a subscription agreement to invest in a nonpublic venture capital fund. From time to time, the fund makes capital calls to its investors. MGE Energy has committed to contribute $10 million in capital for such capital calls. The timing of these capital calls is dependent on the needs of the funds and is therefore uncertain at this time.

~~10.~~9.

Rate Matters - MGE Energy and MGE.

a.Rate Proceedings.

In June 2020, MGE filed with the PSCW a letter of intent to negotiate and enter into a settlement agreement for the pending 2021 rate case. As currently discussed, the proposed settlement would include a 0 percent increase for electric rates and increase gas rates by approximately 4% for 2021. The gas increase covers infrastructure costs and technology improvements. The proposal also seeks escrow accounting treatment for pension and other postretirement benefit costs, bad debt expense, and credit customer payment card fees. Escrow accounting treatment would allow MGE to defer any difference between estimated costs in rates and actual costs incurred in its next rate filing. Any difference, if allowed, would be recorded as a regulatory asset or regulatory liability. MGE currently expects no change in the 2020 authorized return on common equity and capital structure for 2021.

In December 2018, the PSCW approved ~~the~~a settlement agreement between MGE and intervening parties in the then-pending rate case. The settlement ~~decreases~~decreased electric rates by 2.24%, or $9.2 million, in 2019. MGE ~~will~~ ~~maintain~~maintained this rate level for 2020, with the exception that ~~MGE will file a~~MGE's electric rates were adjusted by the 2020 Fuel Cost ~~Plan~~Plan. The decrease in ~~2019 and MGE's~~ electric rates ~~will be adjusted accordingly. The decrease~~ reflects the ongoing tax impacts of the Tax Act. Lower fuel costs and an increase in rate base from renewable generation assets ~~are additional items impacting~~further impacted the rate change. In 2020, electric rates decreased 0.84%, or $3.4 million, as approved by the PSCW in December 2019 in the 2020 Fuel Cost Plan. The settlement agreement ~~increases~~increased gas rates by 1.06%, or $1.7 million, in 2019 and 1.46%, or $2.4 million, in 2020. The gas increase covers infrastructure costs. It also reflects the impacts of the Tax Act. The return on common stock equity for 2019 and 2020 is 9.8% based on a capital structure consisting of 56.6% common equity in 2019 and 56.1% common equity in 2020.

~~MGE did not file a base rate case for 2018.~~

b.Fuel Rules.

Fuel rules require the PSCW and Wisconsin utilities to defer electric fuel-related costs that fall outside a symmetrical cost tolerance band around the amount approved for a utility in its annual fuel proceedings. Any ~~over/under recovery~~over- or under-recovery of the actual costs is determined in the following year and is then reflected in future billings to electric retail customers. The fuel rules bandwidth is currently set at plus or minus 2%. Under fuel rules, MGE would defer costs, less any excess revenues, if its actual electric fuel costs exceeded 102% of the electric fuel costs allowed in its latest rate order. Excess revenues are defined as revenues in the year in question that provide MGE with a greater return on

common equity than authorized by the PSCW in MGE's latest rate order. Conversely, MGE is required to defer the benefit of lower costs if actual electric fuel costs were less than 98% of the electric fuel costs allowed in that order. These costs ~~will be~~are subject to the PSCW's annual review of fuel costs completed in the year following the deferral.

~~In December 2017, the PSCW approved a surcharge for 2018 electric fuel-related costs.~~ The ~~surcharge increased electric retail revenue in 2018 by $0.5 million, or 0.13%.~~

~~In July 2019, the~~ PSCW issued a final decision in the 2018 fuel rules proceedings for MGE to refund ~~$9.5 million of~~ additional fuel savings ~~realized during 2018 plus accrued interest~~incurred to its retail electric customers over a one-month period. MGE returned $9.5 million of electric fuel-related savings in October 2019. There was no change to the refund in the fuel rules proceedings from the amount MGE deferred in the previous year.

~~As of September 30, 2019, MGE had deferred~~ ~~$0.5 million~~ ~~in 2019 fuel savings. As of December 31, 2018, MGE had deferred~~ ~~$9.5 million~~ ~~of 2018 fuel savings~~.

c.~~2018 Tax Reform.~~

Customer rates approved for 2018 reflected an income tax rate of 35 percent. In January 2018, the PSCW issued an order directing Wisconsin investor-owned utilities to defer the over-collection of income tax expense as a result of the decrease in tax rate to 21 percent.

The PSCW issued ~~an order~~a final decision in ~~May 2018 to return to customers~~ the estimated 2018 over-collection of income tax expense. The decision included a one-time bill credit on customer bills to reflect the estimate of the over-collection for January through June 2018, along with a volumetric bill credit which began in July 2018 and continued through the remainder of 2018 for the estimated remaining annual amount. MGE returned $8.2 million to customers through bill credits as of December 31, 2018.

~~In August~~ 2019 ~~the PSCW issued a decision on the 2018 tax reform~~fuel rules proceedings for MGE to have the opportunity to either use the $1.5 million deferred as part of the settlement to MGE's pending 2021 rate case or to refund the ~~remaining 2018 overcollection of income tax expense~~balance to ~~its retail~~ customers ~~as a one-time bill credit. MGE returned $3.2 million~~ in ~~September 2019.~~October 2020. There was no change to the refund ~~order~~in the fuel rules proceedings from the amount MGE deferred ~~as of December 31, 2018.~~in the previous year. The 2019 fuel credit is currently included in the proposed settlement to MGE's pending 2021 rate case.

~~11.~~As of June 30, 2020, MGE had deferred $0.3 million of 2020 fuel savings.These costs will be subject to the PSCW's annual review of 2020 fuel costs, which is expected to be completed in 2021.

c.COVID-19.

On March 24, 2020, the PSCW ordered changes to the tariff provisions of all public utilities in Wisconsin in response to the COVID-19 pandemic, including prohibitions on service disconnections or refusals, restrictions on customer credit terms (no cash deposits and requirements to offer deferred payment agreements), and no late payment charges. The order resulted in increased bad debt expense and foregone revenue. This Order as it pertains to the prohibitions on service disconnections for residential customers remains in effect until September 1, 2020. All other restrictions were lifted in July 2020. As permitted by regulatory action, MGE notified the PSCW on July 16, 2020 of its election to continue to waive late fees for all customer classes and seek recovery in a future period. The end date for this waiver period has not yet been determined but is expected to be no later than December 31, 2020.

On March 24, 2020, the PSCW issued a further order authorizing deferral of expenditures incurred to ensure the provision of safe, reliable, and affordable access to utility services during the COVID-19 pandemic and late payment charges. Expenditures may include items such as bad debt expense and personal protective equipment. Foregone revenue from late payment charges and the potential delay in payments from customers is expected to impact the timing of cash inflows. Subject to PSCW approval of recovery, foregone late payment charges are expected to be recognized as revenue when it is collected from customers, and deferred expenditures are expected to be recognized as a regulatory asset as costs are incurred (meaning that those expenditures will affect cash flows when paid but will not affect income until recovery is permitted by the PSCW). Recovery of expenditures and late payment charges is expected to be addressed in future rate proceedings. While management believes that cost recovery is probable, the timing of collection from customers cannot be estimated at this time. Management will continue to assess the probability of recovery of deferred costs as the COVID-19 pandemic progresses. As of June 30, 2020, MGE had deferred $1.8 million.

10.

Derivative and Hedging Instruments - MGE Energy and MGE.

a.Purpose.

As part of its regular operations, MGE enters into contracts, including options, swaps, futures, forwards, and other contractual commitments, to manage its exposure to commodity prices. To the extent that these contracts are derivatives, MGE assesses whether or not the normal purchases or normal sales exclusion applies. For contracts to which this exclusion cannot be applied, the derivatives are recognized in the consolidated balance sheets at fair value. MGE's financial commodity derivative activities are conducted in accordance with its electric and gas risk management program, which is approved by the PSCW and limits the volume MGE can hedge with specific risk management strategies. The maximum length of time over which cash flows related to energy commodities can be hedged is four years. If the derivative qualifies for regulatory deferral, the derivatives are marked to fair value and are offset with a corresponding regulatory asset or liability depending on whether the derivative is in a net loss or net gain position, respectively. The deferred gain or loss is recognized in earnings in the delivery month applicable to the instrument. Gains and losses related to hedges qualifying for regulatory treatment are recoverable in gas rates through the PGA or in electric rates as a component of the fuel rules mechanism.

b.Notional Amounts.

The gross notional volume of open derivatives is as follows:

	June 30, 2020		December 31, 2019
Commodity derivative contracts	413,320	MWh	417,840	MWh
Commodity derivative contracts	7,280,000	Dth	6,605,000	Dth
FTRs	6,286	MW	2,750	MW
PPA	1,150	MW	1,450	MW

September 30, 2019

December 31, 2018

Commodity derivative contracts
466,760
MWh

386,440
MWh

Commodity derivative contracts
9,190,000
Dth

5,260,000
Dth

FTRs
4,282
MW

2,252
MW

PPA
1,600
MW

2,050
MW

c.Financial Statement Presentation.

MGE purchases and sells exchange-traded and over-the-counter options, swaps, and future contracts. These arrangements are primarily entered into to help stabilize the price risk associated with gas or power purchases. These transactions are employed by both MGE's gas and electric segments. Additionally, as a result of the firm transmission agreements that MGE holds on electricity transmission paths in the MISO market, MGE holds financial transmission rights (FTRs). An FTR is a financial instrument that entitles the holder to a stream of revenues or charges based on the differences in hourly day-ahead energy prices between two points on the transmission grid. The fair values of these instruments are offset with a corresponding regulatory asset/liability depending on whether they are in a net loss/gain position. Depending on the nature of the instrument, the gain or loss associated with these transactions will be reflected as cost of gas sold, fuel for electric generation, or purchased power expense in the delivery month applicable to the instrument. As of ~~September~~June 30, 2020, and December 31, 2019, the cost basis of exchange traded derivatives and FTRs exceeded their fair value by ~~$0.2 million. As of December 31, 2018, the fair value of exchange traded derivatives~~$0.1 million and ~~FTRs exceeded their cost basis by $0.7 million.~~$1.4 million, respectively.

MGE is a party to a purchased power agreement that provides MGE with firm capacity and energy during a base term from June 1, 2012, through May 31, 2022. The agreement also allows MGE an option to extend the contract after the base term. The agreement is accounted for as a derivative contract and is recognized at its fair value on the consolidated balance sheets. However, the derivative qualifies for regulatory deferral and is recognized with a corresponding regulatory asset or liability depending on whether the fair value is in a loss or gain position. The fair value of the contract as of ~~September~~June 30, ~~2019,~~2020, and December 31, ~~2018, reflects~~2019, reflected a loss position of ~~$29.0~~$20.4 million and ~~$32.5~~$25.4 million, respectively. The actual cost will be recognized in purchased power expense in the month of purchase.

The following table summarizes the fair value of the derivative instruments on the consolidated balance sheets. All derivative instruments in this table are presented on a gross basis and are calculated prior to the netting of instruments with the same counterparty under a master netting agreement as well as the netting of collateral. For financial statement purposes, instruments are netted with the same counterparty under a master netting agreement as well as the netting of collateral. As of September 30, 2019, and December 31, 2018, the receivable margin account balance of $1.6 million and $1.2 million, respectively, is shown net of any collateral posted against derivative positions.

Derivative

Derivative

(In thousands)

Assets

Liabilities

Balance Sheet Location

September 30, 2019

Commodity derivative contracts
$
668
$
996

Other current assets^(a)

Commodity derivative contracts

81

289

Other deferred charges^(a)

FTRs

344

-

Other current assets

PPA

N/A

10,390

Derivative liability (current)

PPA

N/A

18,600

Derivative liability (long-term)

December 31, 2018

Commodity derivative contracts
$
727
$
270

Other current assets

Commodity derivative contracts

74

72

Other deferred charges

FTRs

241

-

Other current assets

PPA

N/A

8,550

Derivative liability (current)

PPA

N/A

23,980

Derivative liability (long-term)

		Derivative		Derivative
(In thousands)		Assets		Liabilities	Balance Sheet Location
June 30, 2020
Commodity derivative contracts^(a)	$	1,281	$	1,407	Derivative liability (current)^(b)
Commodity derivative contracts^(a)		152		88	Derivative liability (long-term)
FTRs		42		-	Other current assets
PPA		N/A		10,430	Derivative liability (current)
PPA		N/A		9,950	Derivative liability (long-term)

December 31, 2019
Commodity derivative contracts^(a)	$	157	$	1,521	Derivative liability (current)^(b)
Commodity derivative contracts^(a)		73		217	Derivative liability (long-term)
FTRs		73		-	Other current assets
PPA		N/A		10,100	Derivative liability (current)
PPA		N/A		15,340	Derivative liability (long-term)

(a)As of ~~September~~June 30, 2020, and December 31, 2019, collateral of ~~$0.7~~$0.3 million and $1.5 million, respectively, was posted against and netted with derivative liability positions on the consolidated balance sheets. ~~No collateral was posted against derivative positions as~~

(b) As of June 30, 2020, and December 31, ~~2018.~~2019, MGE posted $0.3 million and $0.1 million, respectively, as other current assets on the consolidated balance sheets.

The following tables show the effect of netting arrangements for recognized derivative assets and liabilities that are subject to a master netting arrangement or similar arrangement on the consolidated balance sheets.

Offsetting of Derivative Assets

(In thousands)

Gross Amounts

Gross Amounts Offset in Balance Sheets

Collateral Posted Against Derivative Positions

Net Amount Presented in Balance Sheets

September 30, 2019

Commodity derivative contracts
$
749
$
(561)
$
-
$
188

FTRs

344

-

-

344

December 31, 2018

Commodity derivative contracts
$
801
$
(342)
$
-
$
459

FTRs

241

-

-

241

Offsetting of Derivative Assets
(In thousands)		Gross Amounts		Gross Amounts Offset in Balance Sheets		Collateral Posted Against Derivative Positions		Net Amount Presented in Balance Sheets
June 30, 2020
Commodity derivative contracts	$	1,433	$	(1,176)	$	-	$	257
FTRs		42		-		-		42

December 31, 2019
Commodity derivative contracts	$	230	$	(192)	$	-	$	38
FTRs		73		-		-		73

Offsetting of Derivative Liabilities

(In thousands)

Gross Amounts

Gross Amounts Offset in Balance Sheets

Collateral Posted Against Derivative Positions

Net Amount Presented in Balance Sheets

September 30, 2019

Commodity derivative contracts
$
1,285
$
(561)
$
(724)
$
-

PPA

28,990

-

-

28,990

December 31, 2018

Commodity derivative contracts
$
342
$
(342)
$
-
$
-

PPA

32,530

-

-

32,530

Offsetting of Derivative Liabilities
(In thousands)		Gross Amounts		Gross Amounts Offset in Balance Sheets		Collateral Posted Against Derivative Positions		Net Amount Presented in Balance Sheets
June 30, 2020
Commodity derivative contracts	$	1,495	$	(1,176)	$	(319)	$	-
PPA		20,380		-		-		20,380

December 31, 2019
Commodity derivative contracts	$	1,738	$	(192)	$	(1,546)	$	-
PPA		25,440		-		-		25,440

The following tables summarize the unrealized and realized ~~gains (losses)~~gains/losses related to the derivative instruments on the consolidated balance sheets and the consolidated statements of income.

2019

2018
(In thousands)

Current and Long-Term Regulatory Asset

Other Current Assets

Current and Long-Term Regulatory Asset

Other Current Assets
Three Months Ended September 30:

Balance at July 1,
$
33,515
$
878

$
36,924
$
640
Unrealized gain

(4,560)

-

(2,007)

-
Realized (loss) gain reclassified to a deferred account

(411)

411

(316)

316
Realized gain (loss) reclassified to income statement

638

(258)

29

(62)
Balance as of September 30,
$
29,182
$
1,031

$
34,630
$
894

Nine Months Ended September 30:

Balance at January 1,
$
31,830
$
377

$
41,958
$
806
Unrealized gain

(2,256)

-

(5,906)

-
Realized (loss) gain reclassified to a deferred account

(1,402)

1,402

(837)

837
Realized gain (loss) reclassified to income statement

1,010

(748)

(585)

(749)
Balance as of September 30,
$
29,182
$
1,031

$
34,630
$
894

		2020				2019
(In thousands)		Current and Long-Term Regulatory Asset		Other Current Assets		Current and Long-Term Regulatory Asset		Other Current Assets
Three Months Ended June 30:
Balance as of April 1,	$	25,327	$	430	$	31,023	$	259
Unrealized (gain) loss		(2,648)		-		3,228		-
Realized (loss) gain reclassified to a deferred account		(729)		729		(731)		731
Realized loss reclassified to income statement		(1,550)		(219)		(4)		(112)
Balance as of June 30,	$	20,400	$	940	$	33,516	$	878

Six Months Ended June 30:
Balance as of January 1,	$	26,875	$	1,100	$	31,830	$	377
Unrealized (gain) loss		(3,337)		-		2,306		-
Realized (loss) gain reclassified to a deferred account		(1,792)		1,792		(991)		991
Realized (loss) gain reclassified to income statement		(1,346)		(1,952)		371		(490)
Balance as of June 30,	$	20,400	$	940	$	33,516	$	878

		Realized Losses (Gains)								Realized Losses (Gains)
		2019				2018				2020				2019
(In thousands)		Fuel for Electric Generation/ Purchased Power		Cost of Gas Sold		Fuel for Electric Generation/ Purchased Power		Cost of Gas Sold		Fuel for Electric Generation/ Purchased Power		Cost of Gas Sold		Fuel for Electric Generation/ Purchased Power		Cost of Gas Sold
Three Months Ended September 30:
Three Months Ended June 30:
Commodity derivative contracts	$	471	$	83	$	(145)	$	-	$	943	$	47	$	299	$	99
FTRs		(429)		-		(150)		-		(41)		-		61		-
PPA		(505)		-		328		-		820		-		(343)		-

Nine Months Ended September 30:
Six Months Ended June 30:
Commodity derivative contracts	$	1,038	$	460	$	39	$	637	$	1,623	$	1,654	$	568	$	377
FTRs		(503)		-		(625)		-		(106)		-		(74)		-
PPA		(1,257)		-		1,283		-		127		-		(752)		-

MGE's commodity derivative contracts, FTRs, and PPA are subject to regulatory deferral. These derivatives are marked to fair value and are offset with a corresponding regulatory asset or liability. Realized gains and losses are deferred on the consolidated balance sheets and are recognized in earnings in the delivery month applicable to the instrument. As a result of the above described treatment, there are no unrealized gains or losses that flow through earnings.

The PPA has a provision that may require MGE to post collateral if MGE's debt rating falls below investment grade (i.e., below BBB-). The amount of collateral that it may be required to post varies from $20.0 million to $40.0 million, depending on MGE's nominated capacity amount. As of ~~September~~June 30, ~~2019,~~2020, 0 collateral iswas required to be, or ~~has~~had been, posted. Certain counterparties extend MGE a credit limit. If MGE exceeds these limits, the counterparties may require collateral to be posted. As of June 30, 2020, and December 31, 2019, ~~NaN~~0 counterparties were in a net liability ~~position as of September 30, 2019, and December 31, 2018.~~position.

Nonperformance of counterparties to the non-exchange traded derivatives could expose MGE to credit loss. However, MGE enters into transactions only with companies that meet or exceed strict credit guidelines, and it monitors these counterparties on an ongoing basis to mitigate nonperformance risk in its portfolio. As of ~~September~~June 30, ~~2019,~~2020, 0 counterparties ~~have~~had defaulted.

~~12.~~11.

Fair Value of Financial Instruments - MGE Energy and MGE.

Fair value is defined as the price that would be received to sell an asset or would be paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The accounting standard clarifies that fair value should be based on the assumptions market participants would use when pricing the asset or liability including assumptions about risk. The standard also establishes a three-level fair value hierarchy based upon the observability of the assumptions used and requires the use of observable market data when available. The levels are:

Level 1 - Pricing inputs are quoted prices within active markets for identical assets or liabilities.

Level 2 - Pricing inputs are quoted prices within active markets for similar assets or liabilities; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations that are correlated with or otherwise verifiable by observable market data.

Level 3 - Pricing inputs are unobservable and reflect management's best estimate of what market participants would use in pricing the asset or liability.

a.Fair Value of Financial Assets and Liabilities Recorded at the Carrying Amount.

The carrying amount of cash, cash equivalents, and outstanding commercial paper approximates fair market value due to the short maturity of those investments and obligations. The estimated fair market value of long-term debt is based on quoted market prices for similar financial instruments. Since long-term debt is not traded in an active market, it is classified as Level 2.

The estimated fair market value offinancial instruments are as follows:

September 30, 2019

December 31, 2018

(In thousands)

Carrying Amount

Fair Value

Carrying Amount

Fair Value

MGE Energy

Assets:

Cash and cash equivalents
$
61,112
$
61,112
$
83,102
$
83,102

Liabilities:

Short-term debt - commercial paper

54,500

54,500

13,000

13,000

Long-term debt^(a)

499,027

578,229

502,431

518,811

MGE

Assets:

Cash and cash equivalents
$
4,656
$
4,656
$
4,843
$
4,843

Liabilities:

Short-term debt - commercial paper

54,500

54,500

13,000

13,000

Long-term debt^(a)

499,027

578,229

502,431

518,811

		June 30, 2020				December 31, 2019
(In thousands)		Carrying Amount		Fair Value		Carrying Amount		Fair Value
MGE Energy
Assets:
Cash and cash equivalents	$	51,642	$	51,642	$	23,481	$	23,481
Liabilities:
Long-term debt^(a)		545,563		654,313		547,879		611,909

MGE
Assets:
Cash and cash equivalents	$	18,002	$	18,002	$	3,196	$	3,196
Liabilities:
Long-term debt^(a)		545,563		654,313		547,879		611,909

(a) Includes long-term debt due within one year. Excludes debt issuance costs and unamortized discount of $~~4.2~~$4.4 million and $~~4.5~~$4.5 million as of ~~September~~June 30, ~~2019,~~2020, and December 31, ~~2018,~~2019, respectively.

b.Recurring Fair Value Measurements.

The following table presents the balances of assets and liabilities measured at fair value on a recurring basis.

		Fair Value as of June 30, 2020
(In thousands)		Total		Level 1		Level 2		Level 3
MGE Energy
Assets:
Derivatives, net	$	1,475	$	1,076	$	-	$	399
Exchange-traded investments		1,622		1,622		-		-
Total Assets	$	3,097	$	2,698	$	-	$	399
Liabilities:
Derivatives, net^(b)	$	21,875	$	453	$	-	$	21,422
Deferred compensation		3,339		-		3,339		-
Total Liabilities	$	25,214	$	453	$	3,339	$	21,422

MGE
Assets:
Derivatives, net	$	1,475	$	1,076	$	-	$	399
Exchange-traded investments		213		213		-		-
Total Assets	$	1,688	$	1,289	$	-	$	399
Liabilities:
Derivatives, net^(b)	$	21,875	$	453	$	-	$	21,422
Deferred compensation		3,339		-		3,339		-
Total Liabilities	$	25,214	$	453	$	3,339	$	21,422

Fair Value as of September 30, 2019

(In thousands)

Total

Level 1

Level 2

Level 3

MGE Energy

Assets:

Derivatives, net^(b)
$
1,093
$
525
$
-
$
568

Exchange-traded investments

1,001

1,001

-

-

Total Assets
$
2,094
$
1,526
$
-
$
568

Liabilities:

Derivatives, net
$
30,275
$
687
$
-
$
29,588

Deferred compensation

3,025

-

3,025

-

Total Liabilities
$
33,300
$
687
$
3,025
$
29,588

MGE

Assets:

Derivatives, net^(b)
$
1,093
$
525
$
-
$
568

Exchange-traded investments

178

178

-

-

Total Assets
$
1,271
$
703
$
-
$
568

Liabilities:

Derivatives, net
$
30,275
$
687
$
-
$
29,588

Deferred compensation

3,025

-

3,025

-

Total Liabilities
$
33,300
$
687
$
3,025
$
29,588

Fair Value as of December 31, 2018

(In thousands)

Total

Level 1

Level 2

Level 3

MGE Energy

Assets:

Derivatives, net
$
1,042
$
296
$
-
$
746

Exchange-traded investments

848

848

-

-

Total Assets
$
1,890
$
1,144
$
-
$
746

Liabilities:

Derivatives, net
$
32,872
$
124
$
-
$
32,748

Deferred compensation

3,078

-

3,078

-

Total Liabilities
$
35,950
$
124
$
3,078
$
32,748

MGE

Assets:

Derivatives, net
$
1,042
$
296
$
-
$
746

Exchange-traded investments

43

43

-

-

Total Assets
$
1,085
$
339
$
-
$
746

Liabilities:

Derivatives, net
$
32,872
$
124
$
-
$
32,748

Deferred compensation

3,078

-

3,078

-

Total Liabilities
$
35,950
$
124
$
3,078
$
32,748

		Fair Value as of December 31, 2019
(In thousands)		Total		Level 1		Level 2		Level 3
MGE Energy
Assets:
Derivatives, net	$	303	$	189	$	-	$	114
Exchange-traded investments		1,271		1,271		-		-
Total Assets	$	1,574	$	1,460	$	-	$	114
Liabilities:
Derivatives, net^(b)	$	27,178	$	608	$	-	$	26,570
Deferred compensation		3,157		-		3,157		-
Total Liabilities	$	30,335	$	608	$	3,157	$	26,570

MGE
Assets:
Derivatives, net	$	303	$	189	$	-	$	114
Exchange-traded investments		209		209		-		-
Total Assets	$	512	$	398	$	-	$	114
Liabilities:
Derivatives, net^(b)	$	27,178	$	608	$	-	$	26,570
Deferred compensation		3,157		-		3,157		-
Total Liabilities	$	30,335	$	608	$	3,157	$	26,570

(b) These amounts are shown gross and exclude $~~0.7~~0.3 million and $1.5 million of collateral that was posted against derivative positions with counterparties as of ~~September~~June 30, ~~2019.~~2020 and December 31, 2019, respectively.

~~No transfers were made in or out of Level 1 or Level 2 for the nine months ended September 30, 2019.~~

Investments include exchange-traded investment securities valued using quoted prices on active exchanges and are therefore classified as Level 1.

The deferred compensation plan allows participants to defer certain cash compensation into a notional investment account. These amounts are included within other deferred liabilities in the consolidated balance sheets. The notional investments earn interest based upon the semiannual rate of U.S. Treasury Bills having a 26-week maturity increased by 1% compounded monthly with a minimum annual rate of 7%, compounded monthly. The notional investments are based upon observable market data, however, since the deferred compensation obligations themselves are not exchanged in an active market, they are classified as Level 2.

Derivatives include exchange-traded derivative contracts, over-the-counter transactions, a purchased power agreement, and FTRs. Most exchange-traded derivative contracts are valued based on unadjusted quoted prices in active markets and are therefore classified as Level 1. A small number of exchange-traded derivative contracts are valued using quoted market pricing in markets with insufficient volumes and are therefore considered unobservable and classified as Level 3. Transactions done with an over-the-counter party are on inactive markets and are therefore classified as Level 3. These transactions are valued based on quoted prices from markets with similar exchange-traded transactions. FTRs are priced based upon monthly auction results for identical or similar instruments in a closed market with limited data available and are therefore classified as Level 3.

The purchased power agreement (see Footnote ~~11)~~10) was valued using an ~~internally-developed~~internal pricing model and therefore is classified as Level 3. The model projects future market energy prices and compares those prices to the projected power costs to be incurred under the contract. Inputs to the model require significant management judgment and estimation. Future energy prices are based on a forward power pricing curve using exchange-traded contracts in the electric futures market. A basis adjustment is applied to the market energy price to reflect the price differential between the market price delivery point and the counterparty delivery point. The historical relationship between the delivery points is reviewed and a discount (below 100%) or premium (above 100%) is derived. This comparison is done for both peak times when demand is high and off-peak times when demand is low. If the basis adjustment is lowered, the fair value measurement will decrease, and if the basis adjustment is increased, the fair value measurement will increase.

The projected power costs anticipated to be incurred under the purchased power agreement are determined using many factors, including historical generating costs, future prices, and expected fuel mix of the counterparty. An increase in the projected fuel costs would result in a decrease in the fair value measurement of the purchased power agreement. A significant input that MGE estimates is the counterparty's fuel mix in determining the projected power cost. MGE also considers the assumptions that market participants would use in valuing the asset or liability. This consideration includes assumptions about market risk such as liquidity, volatility, and contract duration. The fair value model uses a discount rate that incorporates discounting, credit, and model risks.

The following table presents the significant unobservable inputs used in the pricing model.

Model Input

Significant Unobservable Inputs

September 30, 2019

December 31, 2018

Basis adjustment:

On peak

92.2
%

92.1
%

Off peak

92.8
%

92.8
%

Counterparty fuel mix:

Internal generation

40.0% - 60.0
%

50.0% - 75.0
%

Purchased power

60.0% - 40.0
%

50.0% - 25.0
%

	Model Input
Significant Unobservable Inputs	June 30, 2020		December 31, 2019
Basis adjustment:
On peak	93.8	%	92.1	%
Off peak	93.8	%	92.7	%
Counterparty fuel mix:
Internal generation - range	46.0% - 65.0	%	40.0% - 60.0	%
Internal generation - weighted average	56.3	%	52.2	%
Purchased power - range	54.0% - 35.0	%	60.0% - 40.0	%
Purchased power - weighted average	43.7	%	47.8	%

The following table summarizes the changes in Level 3 commodity derivative assets and liabilities measured at fair value on a recurring basis.

~~13.~~

~~Asset Retirement Obligation - MGE Energy and MGE.~~

A liability for the fair value of an asset retirement obligation (ARO) is recognized in the period in which it is incurred if it can be reasonably estimated. The offsetting associated asset retirement costs are capitalized as a long-lived asset and depreciated over the asset's useful life.As of September 30, 2019, MGE recorded an obligation of $1.5 million for the fair value of its legal liability for an ARO associated with the Saratoga Wind Farm. MGE has regulatory treatment and recognizes regulatory assets or liabilities for the timing differences between when we recover legal AROs in rates and when those costs would actually be recognized.

~~14.~~12.

Joint Plant Ownership - MGE Energy and ~~MGE.~~MGE

~~a. Two Creeks.~~MGE currently has ongoing jointly-owned solar generation construction projects, as shown in the following table. Incurred costs are reflected in "Construction work in progress" on the consolidated balance sheets.

Ownership

Share of

Costs incurred as

Estimated

Project

Interest

Generation

Estimated Costs

of June 30, 2020^(a)

Completion Date

Two Creeks^(b)

$65

million

$44.8

million

End of 2020

Badger Hollow I^(c)

$65

million

$38.5

million

April 2021

Badger Hollow II^(c)

$65

million

$4.5

million

December 2022

(a)Excluding AFUDC.

~~In May 2019, MGE acquired a 33% ownership interest in a 150 MW~~(b)The Two Creeks solar generation array is located in the Town of Two Creeks and the City of Two Rivers in Manitowoc and Kewaunee Counties, Wisconsin. ~~MGE~~'~~s sole principal asset will be the 33% undivided ownership interest in the solar generation facility, which is being constructed.The estimated share of capital costs for MGE~~'~~s ownership interest is approximately $65 million (excluding capitalized interest).~~

~~As of September 30, 2019, $42.1 million (excluding capitalized interest) related to this project~~(c)The Badger Hollow I and Badger Hollow II solar farm is ~~reflected in~~ "~~Construction work in progress~~" ~~on the consolidated balance sheets. The project is anticipated to be completed by the end of 2020.~~

~~b. Badger Hollow.~~

~~In July 2019, MGE acquired a 33% ownership interest in a 150 MW solar generation array~~located in southwestern Wisconsin in Iowa County, near the villages of Montfort and Cobb. ~~MGE~~'~~s sole principal asset will be the 33% undivided ownership interest in the solar generation facility which is being constructed.The estimated share of capital costs for MGE~~'~~s ownership interest is approximately $65 million (excluding capitalized interest).~~

AsMGE received specific approval to recover 100% AFUDC on each of ~~September~~these projects. During the three months ended June 30, 2020 and 2019, ~~$10.0~~ MGE has recognized $1.4 million ~~(excluding capitalized interest) related to this project is reflected~~and $0.1 million, respectively, after tax, in AFUDC for Two Creeks and Badger Hollow I and II". ~~Construction work in progress~~During the "six months ended June 30, 2020 ~~on the consolidated balance sheets. The project is anticipated to be completed by the end of 2020.~~and 2019, MGE has recognized $2.6 million and $0.1 million, respectively, after tax, in AFUDC for Two Creeks and Badger Hollow I and II.

~~15.~~13.

Revenue - MGE Energy and MGE.

Revenues disaggregated by revenue source were as follows:

Three Months Ended

Nine Months Ended

(In thousands)

September 30,

September 30,

Electric revenues

2019

2018

2019

2018

Residential
$
42,442
$
42,371
$
107,772
$
107,847

Commercial

63,466

61,638

165,481

159,264

Industrial

3,760

3,668

10,013

11,193

Other-retail/municipal

9,543

9,431

26,728

26,245

Total retail

119,211

117,108

309,994

304,549

Sales to the market

1,163

1,505

3,914

6,334

Other revenues

233

562

978

1,750

Total electric revenues

120,607

119,175

314,886

312,633

Gas revenues

Residential

11,342

11,916

67,659

64,087

Commercial/Industrial

4,825

5,570

40,833

38,728

Total retail

16,167

17,486

108,492

102,815

Gas transportation

1,126

829

3,756

3,018

Other revenues

84

92

299

319

Total gas revenues

17,377

18,407

112,547

106,152

Non-regulated energy revenues

214

213

481

904

Total Operating Revenue
$
138,198
$
137,795

427,914
$
419,689

		Three Months Ended				Six Months Ended
(In thousands)		June 30,				June 30,
Electric revenues		2020		2019		2020		2019
Residential	$	34,874	$	30,749	$	68,302	$	65,330
Commercial		47,388		52,762		95,022		102,015
Industrial		2,763		3,322		5,563		6,253
Other-retail/municipal		8,050		8,946		16,254		17,185
Total retail		93,075		95,779		185,141		190,783
Sales to the market		568		790		1,050		2,751
Other revenues		104		294		546		745
Total electric revenues		93,747		96,863		186,737		194,279

Gas revenues
Residential		15,405		16,000		48,892		56,317
Commercial/Industrial		6,438		7,883		27,909		36,008
Total retail		21,843		23,883		76,801		92,325
Gas transportation		1,232		1,094		3,026		2,630
Other revenues		4		93		97		215
Total gas revenues		23,079		25,070		79,924		95,170

Non-regulated energy revenues		214		214		252		267
Total Operating Revenue	$	117,040	$	122,147		266,913	$	289,716

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of ~~MGE Energy's and MGE's~~ contracts have a single performance obligation.

Retail Revenue (Residential, Commercial, Industrial, and Other Retail/Municipal)

~~Retail revenue of~~Providing electric and gas utility service ~~represent~~to retail customers represents MGE's core business ~~activities.~~activity. Tariffs are approved by the PSCW through a rate order and provide MGE's customers with ~~the~~ standard terms and conditions, including pricing terms. The performance obligation to deliver electricity or gas is satisfied over time as the customer simultaneously receives and consumes the commodities provided by MGE. MGE recognizes revenues as the commodity is delivered to customers. Meters are read on a systematic basis throughout the month based on established meter-reading schedules and ~~the customer is~~customers are subsequently billed for ~~their services.~~services received. At the end of the month, MGE accrues an estimate for ~~the~~ unbilled ~~amount of~~ commodities delivered to customers. The unbilled revenue estimate is based on daily system demand volumes, weather factors, estimated line losses, estimated customer usage by class, and applicable customer rates.

Utility Cost Recovery Mechanisms

MGE's tariff rates include a provision for fuel cost recovery. The PSCW allows Wisconsin utilities to defer electric fuel-related costs, less excess revenues, that fall outside a symmetrical cost tolerance band. Any ~~over/under recovery~~over- or under-recovery of the actual costs in a given year is determined in the following year and is then

reflected in future billings to electric retail customers. Over-collection of fuel-related costs that are outside the approved range will be recognized as a reduction of revenue. Under-collection of these costs will be recognized in "Purchased power" expense in the consolidated statements of income. The cumulative effects of these deferred amounts will be recorded in "Regulatory assets" or "Regulatory liabilities" on the consolidated balance sheets until they are reflected in future billings to customers. See Footnote ~~10.b. for further information.~~

MGE received a PSCW order in January 2018 to defer the over-collection of income tax expense collected in customer rates during 2018 as a result of the Tax Cuts and Jobs Act (the Tax Act) reduction in the income tax rate to 21 percent. See Footnote 10.c.9.b. for further information.

MGE also has other cost recovery mechanisms. For example, any over-collection of the difference between actual costs incurred and the amount of costs collected from customers is recorded as a reduction of revenue in the period incurred.

Sales to the Market

Sales to the market include energy charges, capacity or demand charges, and ancillary charges represented by wholesale sales of electricity made to third parties who are not ultimate users of the electricity. Most of these sales are spot market transactions on the markets operated by MISO. Each transaction is considered a performance obligation and revenue is recognized in the period in which energy charges, capacity or demand charges, and ancillary services are sold into MISO. MGE reports, on a net basis, transactions on the MISO markets in which it buys and sells power within the same hour to meet electric energy delivery requirements.

Transportation of Gas

MGE has contracts under which ~~MGE~~it provides gas transportation services to customers who have elected to purchase gas from a third ~~party and have the~~party. MGE delivers this gas ~~delivered~~ via pipelines within ~~MGE's~~its service territory. Revenue is recognized as service is rendered or gas is delivered to customers. Tariffs are approved by the PSCW through a rate order and provide gas transportation customers with ~~the~~ standard terms and conditions, including pricing terms.

~~16.~~14.

Segment Information - MGE Energy and MGE.

MGE Energy operates in the following business segments: electric utility, gas utility, nonregulated energy, transmission investment, and all other. See the ~~2018~~2019 Annual Report on Form 10-K for additional discussion of each of these segments.

The following tables show segment information for MGE Energy's operations for the indicated periods:

(In thousands) MGE Energy		Electric		Gas		Nonregulated Energy		Transmission Investment		All Others		Consolidation/ Elimination		Consolidated Total
Three Months Ended June 30, 2020
Operating revenues from external customers	$	93,747	$	23,079	$	214	$	-	$	-	$	-	$	117,040
Interdepartmental revenues		185		2,355		10,089		-		-		(12,629)		-
Total operating revenues		93,932		25,434		10,303		-		-		(12,629)		117,040
Equity in earnings of investments		-		-		-		3,141		-		-		3,141
Net income		10,216		960		5,225		2,285		105		-		18,791

Three Months Ended June 30, 2019
Operating revenues from external customers	$	96,863	$	25,070	$	214	$	-	$	-	$	-	$	122,147
Interdepartmental revenues		198		1,929		9,995		-		-		(12,122)		-
Total operating revenues		97,061		26,999		10,209		-		-		(12,122)		122,147
Equity in earnings of investments		-		-		-		2,267		-		-		2,267
Net income (loss)		7,876		951		5,116		1,648		(43)		-		15,548

Six Months Ended June 30, 2020
Operating revenues from external customers	$	186,737	$	79,924	$	252	$	-	$	-	$	-	$	266,913
Interdepartmental revenues		375		5,806		20,146		-		-		(26,327)		-
Total operating revenues		187,112		85,730		20,398		-		-		(26,327)		266,913
Equity in earnings of investments		-		-		-		5,427		-		-		5,427
Net income (loss)		21,679		8,994		10,285		3,948		(78)		-		44,828

Six Months Ended June 30, 2019
Operating revenues from external customers	$	194,279	$	95,170	$	267	$	-	$	-	$	-	$	289,716
Interdepartmental revenues		397		6,891		19,968		-		-		(27,256)		-
Total operating revenues		194,676		102,061		20,235		-		-		(27,256)		289,716
Equity in earnings of investments		-		-		-		4,436		-		-		4,436
Net income		17,226		8,710		10,077		3,226		315		-		39,554

(In thousands)
MGE Energy

Electric

Gas

Non-regulated Energy

Transmission Investment

All Others

Consolidation/ Elimination Entries

Consolidated Total
Three Months Ended September 30, 2019

Operating revenues
$
120,607
$
17,377
$
214
$
-
$
-
$
-
$
138,198
Interdepartmental revenues

225

5,679

10,019

-

-

(15,923)

-
Total operating revenues

120,832

23,056

10,233

-

-

(15,923)

138,198
Depreciation and amortization

(13,441)

(2,879)

(1,873)

-

-

-

(18,193)
Other operating expenses

(76,817)

(20,217)

(33)

-

(123)

15,923

(81,267)
Operating income (loss)

30,574

(40)

8,327

-

(123)

-

38,738
Other income, net

1,817

855

-

2,372

160

-

5,204
Interest (expense) income, net

(3,762)

(1,059)

(1,274)

-

264

-

(5,831)
Income (loss) before taxes

28,629

(244)

7,053

2,372

301

-

38,111
Income tax (provision) benefit

(4,948)

183

(1,922)

(646)

(121)

-

(7,454)
Net income (loss)
$
23,681
$
(61)
$
5,131
$
1,726
$
180
$
-
$
30,657

Three Months Ended September 30, 2018

Operating revenues
$
119,175
$
18,407
$
213
$
-
$
-
$
-
$
137,795
Interdepartmental revenues

(20)

4,219

9,912

-

-

(14,111)

-
Total operating revenues

119,155

22,626

10,125

-

-

(14,111)

137,795
Depreciation and amortization

(9,864)

(2,534)

(1,861)

-

-

-

(14,259)
Other operating expenses

(77,847)

(19,824)

(36)

(4)

(138)

14,111

(83,738)
Operating income (loss)

31,444

268

8,228

(4)

(138)

-

39,798
Other income, net

1,763

829

-

1,620

118

-

4,330
Interest (expense) income, net

(3,217)

(963)

(1,320)

-

475

-

(5,025)
Income before taxes

29,990

134

6,908

1,616

455

-

39,103
Income tax (provision) benefit

(7,306)

42

(1,852)

(441)

(40)

-

(9,597)
Net income
$
22,684
$
176
$
5,056
$
1,175
$
415
$
-
$
29,506

Nine Months Ended September 30, 2019

Operating revenues
$
314,886
$
112,547
$
481
$
-
$
-
$
-
$
427,914
Interdepartmental revenues

622

12,571

29,987

-

-

(43,180)

-
Total operating revenues

315,508

125,118

30,468

-

-

(43,180)

427,914
Depreciation and amortization

(39,330)

(8,482)

(5,611)

-

-

-

(53,423)
Other operating expenses

(223,242)

(104,587)

(113)

-

(697)

43,180

(285,459)
Operating income (loss)

52,936

12,049

24,744

-

(697)

-

89,032
Other income, net

5,258

2,579

-

6,808

429

-

15,074
Interest (expense) income, net

(11,253)

(3,132)

(3,838)

-

996

-

(17,227)
Income before taxes

46,941

11,496

20,906

6,808

728

-

86,879
Income tax provision

(6,036)

(2,848)

(5,695)

(1,856)

(232)

-

(16,667)
Net income
$
40,905
$
8,648
$
15,211
$
4,952
$
496
$
-
$
70,212

Nine Months Ended September 30, 2018

Operating revenues
$
312,633
$
106,152
$
904
$
-
$
-
$
-
$
419,689
Interdepartmental revenues

(234)

12,059

29,579

-

-

(41,404)

-
Total operating revenues

312,399

118,211

30,483

-

-

(41,404)

419,689
Depreciation and amortization

(28,817)

(7,374)

(5,563)

-

-

-

(41,754)
Other operating expenses

(228,957)

(99,251)

(113)

(12)

(789)

41,404

(287,718)
Operating income (loss)

54,625

11,586

24,807

(12)

(789)

-

90,217
Other income, net

5,055

2,347

-

5,908

670

-

13,980
Interest (expense) income, net

(9,036)

(2,689)

(4,002)

-

1,180

-

(14,547)
Income before taxes

50,644

11,244

20,805

5,896

1,061

-

89,650
Income tax provision

(11,492)

(2,788)

(5,638)

(1,611)

(263)

-

(21,792)
Net income
$
39,152
$
8,456
$
15,167
$
4,285
$
798
$
-
$
67,858

The following tables show segment information for MGE's operations for the indicated periods:

(In thousands)
MGE

Electric

Gas

Non-regulated Energy

Consolidation/ Elimination Entries

Consolidated Total

Three Months Ended September 30, 2019

Operating revenues
$
120,607
$
17,377
$
214
$
-
$
138,198

Interdepartmental revenues

225

5,679

10,019

(15,923)

-

Total operating revenues

120,832

23,056

10,233

(15,923)

138,198

Depreciation and amortization

(13,441)

(2,879)

(1,873)

-

(18,193)

Other operating expenses

(76,817)

(20,217)

(33)

15,923

(81,144)

Operating income (loss)

30,574

(40)

8,327

-

38,861

Other income, net

1,817

855

-

-

2,672

Interest expense, net

(3,762)

(1,059)

(1,274)

-

(6,095)

Income (loss) before taxes

28,629

(244)

7,053

-

35,438

Income tax (provision) benefit

(4,948)

183

(1,922)

-

(6,687)

Net income (loss)

23,681

(61)

5,131

-

28,751

Less: Net income attributable to

noncontrolling interest, net of tax

-

-

-

(5,614)

(5,614)

Net income (loss) attributable to MGE
$
23,681
$
(61)
$
5,131
$
(5,614)
$
23,137

Three Months Ended September 30, 2018

Operating revenues
$
119,175
$
18,407
$
213
$
-
$
137,795

Interdepartmental revenues

(20)

4,219

9,912

(14,111)

-

Total operating revenues

119,155

22,626

10,125

(14,111)

137,795

Depreciation and amortization

(9,864)

(2,534)

(1,861)

-

(14,259)

Other operating expenses

(77,847)

(19,824)

(35)

14,111

(83,595)

Operating income

31,444

268

8,229

-

39,941

Other income, net

1,763

829

-

-

2,592

Interest expense, net

(3,217)

(963)

(1,320)

-

(5,500)

Income before taxes

29,990

134

6,909

-

37,033

Income tax provision

(7,306)

42

(1,853)

-

(9,117)

Net income

22,684

176

5,056

-

27,916

Less: Net income attributable to

noncontrolling interest, net of tax

-

-

-

(5,629)

(5,629)

Net income attributable to MGE
$
22,684
$
176
$
5,056
$
(5,629)
$
22,287

Nine Months Ended September 30, 2019

Operating revenues
$
314,886
$
112,547
$
481
$
-
$
427,914

Interdepartmental revenues

622

12,571

29,987

(43,180)

-

Total operating revenues

315,508

125,118

30,468

(43,180)

427,914

Depreciation and amortization

(39,330)

(8,482)

(5,611)

-

(53,423)

Other operating expenses

(223,242)

(104,587)

(113)

43,180

(284,762)

Operating income

52,936

12,049

24,744

-

89,729

Other income, net

5,258

2,579

-

-

7,837

Interest expense, net

(11,253)

(3,132)

(3,838)

-

(18,223)

Income before taxes

46,941

11,496

20,906

-

79,343

Income tax provision

(6,036)

(2,848)

(5,695)

-

(14,579)

Net income

40,905

8,648

15,211

-

64,764

Less: Net income attributable to

noncontrolling interest, net of tax

-

-

-

(16,725)

(16,725)

Net income attributable to MGE
$
40,905
$
8,648
$
15,211
$
(16,725)
$
48,039

Nine Months Ended September 30, 2018

Operating revenues
$
312,633
$
106,152
$
904
$
-
$
419,689

Interdepartmental revenues

(234)

12,059

29,579

(41,404)

-

Total operating revenues

312,399

118,211

30,483

(41,404)

419,689

Depreciation and amortization

(28,817)

(7,374)

(5,563)

-

(41,754)

Other operating expenses

(228,957)

(99,251)

(113)

41,404

(286,917)

Operating income

54,625

11,586

24,807

-

91,018

Other income, net

5,055

2,347

-

-

7,402

Interest expense, net

(9,036)

(2,689)

(4,002)

-

(15,727)

Income before taxes

50,644

11,244

20,805

-

82,693

Income tax provision

(11,492)

(2,788)

(5,638)

-

(19,918)

Net income

39,152

8,456

15,167

-

62,775

Less: Net income attributable to

noncontrolling interest, net of tax

-

-

-

(16,940)

(16,940)

Net income attributable to MGE
$
39,152
$
8,456
$
15,167
$
(16,940)
$
45,835

(In thousands) MGE		Electric		Gas		Nonregulated Energy		Consolidation/ Elimination		Consolidated Total
Three Months Ended June 30, 2020
Operating revenues from external customers	$	93,747	$	23,079	$	214	$	-	$	117,040
Interdepartmental revenues		185		2,355		10,089		(12,629)		-
Total operating revenues		93,932		25,434		10,303		(12,629)		117,040
Net income attributable to MGE		10,216		960		5,225		(5,768)		10,633

Three Months Ended June 30, 2019
Operating revenues from external customers	$	96,863	$	25,070	$	214	$	-	$	122,147
Interdepartmental revenues		198		1,929		9,995		(12,122)		-
Total operating revenues		97,061		26,999		10,209		(12,122)		122,147
Net income attributable to MGE		7,876		951		5,116		(5,621)		8,322

Six Months Ended June 30, 2020
Operating revenues from external customers	$	186,737	$	79,924	$	252	$	-	$	266,913
Interdepartmental revenues		375		5,806		20,146		(26,327)		-
Total operating revenues		187,112		85,730		20,398		(26,327)		266,913
Net income attributable to MGE		21,679		8,994		10,285		(11,261)		29,697

Six Months Ended June 30, 2019
Operating revenues from external customers	$	194,279	$	95,170	$	267	$	-	$	289,716
Interdepartmental revenues		397		6,891		19,968		(27,256)		-
Total operating revenues		194,676		102,061		20,235		(27,256)		289,716
Net income attributable to MGE		17,226		8,710		10,077		(11,111)		24,902

The following table shows segment information for assets and capital expenditures:

Utility

Consolidated
(In thousands)
MGE Energy

Electric

Gas

Non-regulated Energy

Transmission Investment

All Others

Consolidation/ Elimination Entries

Total
Assets:

September 30, 2019
$
1,288,752
$
379,160

$
259,542
$
69,829
$
447,307
$
(377,617)
$
2,066,973
December 31, 2018

1,193,083

377,005

265,301

66,366

465,661

(378,798)

1,988,618
Capital Expenditures:

Nine months ended September 30, 2019
$
101,609
$
24,551

$
2,229
$
-
$
-
$
-
$
128,389
Year ended Dec. 31, 2018

176,399

30,497

5,301

-

-

-

212,197

Utility

Consolidated
(In thousands)
MGE

Electric

Gas

Non-regulated Energy

Elimination Entries

Total
Assets:

September 30, 2019
$
1,288,752
$
379,160

$
259,492
$
(377)
$
1,927,027
December 31, 2018

1,193,083

377,005

265,251

(448)

1,834,891
Capital Expenditures:

Nine months ended September 30, 2019
$
101,609
$
24,551

$
2,229
$
-
$
128,389
Year ended Dec. 31, 2018

176,399

30,497

5,301

-

212,197

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

General

MGE Energy is an investor-owned public utility holding company operating through subsidiaries in five business segments:

Regulated electric utility operations, conducted through MGE,

Regulated gas utility operations, conducted through MGE,

Nonregulated energy operations, conducted through MGE Power and its subsidiaries,

Transmission investments, representing our equity investment in ATC and ATC Holdco, and

All other, which includes corporate operations and services.

Our principal subsidiary is MGE, which generates and distributes electric energy, distributes natural gas, and represents a majority portion of our assets, liabilities, revenues, and expenses. MGE generates and distributes electricity to approximately ~~153,000~~155,000 customers in Dane County, Wisconsin, including the city of Madison, and purchases and distributes natural gas to approximately ~~161,000~~163,000 customers in the Wisconsin counties of Columbia, Crawford, Dane, Iowa, Juneau, Monroe, and Vernon.

Our nonregulated energy operations own interests in electric generating capacity that is leased to MGE. The ownership/leasing structure was adopted under applicable state regulatory guidelines for MGE's participation in these generation facilities, consisting principally of a stable return on the equity investment in the new generation facilities over the term of the related leases. The nonregulated energy operations include an ownership interest in two coal-fired generating units in Oak Creek, Wisconsin and a partial ownership of a cogeneration project on the ~~UW-Madison campus.~~campus of the University of Wisconsin in Madison. A third party operates the units in Oak Creek, and MGE operates the cogeneration project. Due to the nature of MGE's participation in these facilities, the results of MGE Energy's nonregulated operations are also consolidated into MGE's consolidated financial position and results of operations under applicable accounting standards.

Executive Overview

Our primary focus today and for the foreseeable future is our core utility customers at MGE as well as creating long-term value for our shareholders. MGE continues to face the challenge of providing its customers with reliable power at competitive prices. MGE meets this challenge by investing in more efficient generation projects, including renewable energy sources. MGE continues to examine and pursue opportunities to reduce the proportion that coal generation represents in its generation mix, including the reduction in its ownership of Columbia (a coal-fired generating facility) and its growing ownership of renewable generation sources. MGE will continue to focus on growing earnings while controlling operating and fuel costs. MGE maintains safe and efficient operations in addition to providing customer value. We believe it is critical to maintain a strong credit standing consistent with financial strength in MGE as well as the parent company in order to accomplish these goals.

We earn our revenue and generate cash from operations by providing electric and natural gas utility services, including electric power generation and electric power and gas distribution. The earnings and cash flows from the utility business are sensitive to various external factors, including:

Weather, and its impact on customer sales,

Economic conditions, including current business activity and employment and their impact on customer demand,

Regulation and regulatory issues, and their impact on the timing and recovery of costs,

Energy commodity prices, including natural gas prices,

Equity price risk pertaining to pension related assets,

Credit market conditions, including interest rates and our debt credit rating,

Environmental laws and regulations, including adopted and pending environmental rule changes,

Governmental efforts to address the COVID-19 pandemic, including restrictions on activity, increased employee health and welfare costs, and precautions for dealing with members of the public, and

Other factors listed in "Item 1A. Risk Factors" in our ~~2018~~2019 Annual Report on Form 10-K.

~~For~~

During the three months ended ~~September~~June 30, ~~2019,~~2020, MGE Energy's earnings were ~~$30.7~~$18.8 million or ~~$0.88~~$0.53 per share compared to ~~$29.5~~$15.5 million or ~~$0.85~~$0.45 per share ~~for~~during the same period in the prior year. MGE's earnings ~~for~~during the three months ended ~~September~~June 30, ~~2019,~~2020, were ~~$23.1~~$10.6 million compared to ~~$22.3~~$8.3 million ~~for~~during the same period in the prior year.

~~For~~During the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, MGE Energy's earnings were ~~$70.2~~$44.8 million or ~~$2.03~~$1.28 per share compared to ~~$67.9~~$39.6 million or ~~$1.96~~$1.14 per share ~~for~~during the same period in the prior year. MGE's earnings ~~for~~during the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, were ~~$48.0~~$29.7 million compared to ~~$45.8~~$24.9 million ~~for~~during the same period in the prior year.

MGE Energy's net income was derived from our business segments as follows:

Three Months Ended

Nine Months Ended

(In millions)

September 30,

September 30,

Business Segment:

2019

2018

2019

2018

Electric Utility
$
23.7
$
22.6
$
40.9
$
39.1

Gas Utility

-

0.2

8.6

8.5

Nonregulated Energy

5.1

5.1

15.2

15.2

Transmission Investments

1.7

1.2

5.0

4.3

All Other

0.2

0.4

0.5

0.8

Net Income
$
30.7
$
29.5
$
70.2
$
67.9

		Three Months Ended				Six Months Ended
(In millions)		June 30,				June 30,
Business Segment:		2020		2019		2020		2019
Electric Utility	$	10.2	$	7.9	$	21.7	$	17.2
Gas Utility		1.0		0.9		9.0		8.7
Nonregulated Energy		5.2		5.1		10.3		10.1
Transmission Investments		2.3		1.6		3.9		3.3
All Other		0.1		-		(0.1)		0.3
Net Income	$	18.8	$	15.5	$	44.8	$	39.6

Our net income during the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, compared to the same period in the prior year primarily reflects the effects of the following factors:

Electric Utility

Electric net income increased primarily due to AFUDC equity earned from the construction of Two Creeks and Badger Hollow I and II and savings in operating and maintenance costs. An increase in ~~owned generation~~ assets included in rate base also contributed to increased earnings for 2020. A reduction of retail sales driven by the ~~three~~impacts of COVID-19 and ~~nine months ended September 30,~~associated governmental regulations reduced electric earnings in 2020. Commercial retail sales decreased approximately 10% in the second quarter of 2020 compared to the same period in the prior year. This decrease was partially mitigated by an increase in residential sales of approximately 20%. As businesses shifted their workforce to a remote work environment, residential sales increased. The impact from COVID-19 was also mitigated by warmer weather in the second quarter of 2020. Cooling degree days (a measure for determining the impact of weather during the cooling season) increased from 118 days in 2019 ~~as a result of the completion of the Saratoga Wind Farm.~~ to 213 days in 2020.

~~During~~Gas Utility

Gas net income increased primarily due to savings in operating and maintenance costs and customer growth. An increase in assets included in rate base also contributed to increased earnings for 2020. Colder than normal weather in the first ~~nine~~quarter of 2019 and milder weather in the first quarter of 2020 partially offset this increase. Heating degree days (a measure for determining the impact of weather during the heating season) decreased by 12.3% compared to 2019.

The following developments affected the first six months of ~~2019, the following events occurred:~~2020:

2019/2020 Rate Change Settlement: In December 2018, the PSCW approved ~~the~~a settlement agreement between MGE and intervening parties in the then-pending rate case. The settlement ~~decreases~~decreased electric rates by 2.24%, or $9.2 million, in 2019. MGE ~~will maintain~~maintained this rate level for 2020, with the exception that ~~MGE will file a~~MGE's electric rates were adjusted by the 2020 Fuel Cost ~~Plan~~Plan. The decrease in ~~2019 and MGE's~~ electric rates ~~will be adjusted accordingly. The decrease~~ reflects the ongoing ~~tax~~ impacts of the Tax Act. Lower fuel costs and an increase in rate base from renewable generation assets ~~are additional items impacting~~further impacted the rate change. In 2020, electric rates decreased 0.84%, or $3.4 million, as approved by the PSCW in December 2019 in the 2020 Fuel Cost Plan. The settlement agreement ~~increases~~increased gas rates by 1.06%, or $1.7 million, in 2019 and 1.46%, or $2.4 million, in 2020. The increase covers infrastructure costs. ItGas rates also ~~reflects~~reflect the impacts of the Tax Act.

Pension and Other Postretirement Benefit Costs PSCW Deferral: As a result of lower investment returns in the fourth quarter of 2018, pension and postretirement benefit costs increased in 2019. In August 2019, the PSCW

approved MGE's request to defer the difference between estimated pension and other postretirement costs included in the 2019 and 2020 rate settlement and actual costs incurred. In the second quarter of 2019, upon receiving the PSCW decision, deferral of pension and other postretirement costs were recorded. No deferral of pension and other postretirement costs were recorded in the first quarter of 2019. During 2019, MGE deferred approximately $6.2 million of pension and other postretirement costs. MGE expects to over-collect benefit costs in 2020 rates by approximately $1.2 million to $1.5 million. This amount will reduce the regulatory asset that we expect to be factored into future rate proceedings. During the three and six months ended June 30, 2020, MGE over-collected approximately $0.2 million and $0.6 million, respectively, of pension and other postretirement costs, which reduced the amount deferred in 2019. During the three and six months ended June 30, 2019, MGE deferred approximately $3 million of pension and postretirement costs.

Utility Solar: Three jointly-owned solar generation projects are under construction, as shown in the following table. Incurred costs are reflected in "Construction work in progress" on the consolidated balance sheets. MGE has received specific approval to recover 100% AFUDC on each project. After tax, MGE recognized $1.2 million, $0.7 million, and less than $0.1 million of AFUDC equity on Two Creeks and Badger Hollow I and II, respectively, during the six months ended June 30, 2020.

Project	Share of Generation	Share of Estimated Costs	Costs Incurred as of June 30, 2020	Estimated Completion Date
Two Creeks	50 MW	$65 million	$44.8 million^*	End of 2020
Badger Hollow I	50 MW	$65 million	$38.5 million^*	April 2021
Badger Hollow II	50 MW	$65 million	$4.5 million^*	December 2022

*Excluding AFUDC

Equity Issuance: In May 2020, MGE Energy issued 1.5 million shares of common stock with net proceeds of $79.6 million in an underwritten offering. The proceeds will be used for general corporate purposes including capital expenditures such as Two Creeks, Badger Hollow I and II, RER (Renewable Energy Rider) solar projects, and other capital projects.

In the near term, several items may affect us, including:

2021 Rate Change Settlement: In June 2020, MGE filed with the PSCW a letter of intent to negotiate and enter into a settlement agreement for the pending 2021 rate case. As currently discussed, the proposed settlement would include a zero percent increase for electric rates and would increase gas rates by approximately 4% for 2021. The gas increase covers infrastructure costs and technology improvements. The proposal also seeks escrow accounting treatment, a mechanism to defer (over or under) actual costs from amounts included in the rate estimate, for pension and other postretirement costs, bad debt expense and customer payment credit card fees. Escrow accounting treatment would allow MGE to defer any difference between estimated costs in rates and actual costs incurred in its next rate filing. Any difference, if allowed, would be recorded as a regulatory asset or regulatory liability. MGE currently expects no change in the 2020 authorized return on common equity and capital structure for 2021.

Pension and Other Postretirement Benefit Costs: Costs for pension and other postretirement benefits are affected by actual investment returns on the assets held for those benefits and by the discount rate, which is sensitive to interest rates, used to calculate those benefits. ~~Volatility~~The value of employee benefit plan assets has declined by approximately 2% during the six months ended June 30, 2020. The first half of 2020 decline in ~~interest rates and investment returns~~asset values, if not offset during the remainder of 2020, could affect the value of the pension and postretirement benefit ~~obligations. These changes~~obligations and may affect benefit costs in future years. ~~As a result of lower investment returns in the fourth quarter of 2018, pension and postretirement benefit~~These costs ~~increased in 2019. In August 2019, the PSCW approved MGE's request~~are expected to defer the difference between estimated pension and other postretirement costs included in the 2019 and 2020 rate settlement and actual expense incurred. MGE expects that the deferred cost for employee benefit plans will be factored into future rate ~~actions starting in 2021. For the~~ ~~three and nine months ended~~ ~~September 30, 2019, MGE has deferred approximately $1.3 million and $4.6 million of pension and other postretirement costs, respectively.~~

Saratoga Wind Farm: In December 2017, the PSCW authorized construction of a 66 MW wind farm, consisting of 33 turbines, located near Saratoga, Iowa. Construction of the project was completed in February 2019 for approximately $112 million. MGE received specific approval to recover 100% AFUDC on the project. After tax, MGE has recognized $0.8 million in AFUDC equity related to this project for the ~~nine months ended~~ ~~September 30, 2019.~~

Columbia: MGE and WPL negotiated an amendment to the existing Columbia joint operating agreement, effective January 1, 2017, under which MGE reduced its obligation to pay certain capital expenditures (other than

~~SCR-related expenditures) at Columbia in exchange for a proportional reduction in MGE's ownership in Columbia.~~ ~~On January 1 of each year from 2017 through 2019 and then on June 1, 2020, the ownership percentage is adjusted through a partial sale based on the amount of capital expenditures foregone.~~ As of December 31, 2018, MGE classified $3.1 million of Columbia assets as held-for-sale on the consolidated balance sheets. In January 2019, MGE reduced its ownership interest in Columbia from 19.4% to 19.1% as a result of the partial sale of plant assets to WPL.

Utility Solar – Two Creeks: In May 2019, MGE acquired a 33% ownership interest in a 150 MW solar generation array in the Town of Two Creeks and the City of Two Rivers in Manitowoc and Kewaunee Counties, Wisconsin. MGE's sole principal asset will be the 33% undivided ownership interest in the solar generation facility, which is being constructed. The estimated share of capital costs for that ownership interest is approximately $65 million (excluding capitalized interest). As of September 30, 2019, $~~42.1~~ million (excluding capitalized interest) related to this project is reflected in "Construction work in progress" on the consolidated balance sheets. The project is anticipated to be completed by the end of 2020.

Utility Solar – Badger Hollow: In July 2019, MGE acquired a 33% ownership interest in a 150 MW solar generation array in southwestern Wisconsin in Iowa County, near the villages of Montfort and Cobb. MGE's sole principal asset will be the 33% undivided ownership interest in the solar generation facility which is being constructed. The estimated share of capital costs for that ownership interest is approximately $65 million (excluding capitalized interest). As of September 30, 2019, ~~$10.0~~ million (excluding capitalized interest) related to this project is reflected in "Construction work in progress" on the consolidated balance sheets. The project is anticipated to be completed by the end of 2020.

2018 Tax Reform: In August 2019, the PSCW issued a decision on the 2018 tax reform proceedings for MGE to refund the remaining 2018 overcollection of income tax expense to its retail customers as a one-time bill credit. MGE returned $3.2 million in September 2019. There was no change to the refund order from the amount MGE deferred as of December 31, 2018.

~~In the near term, several items may affect us, including:~~

2018 Annual Fuel Proceeding: In July 2019, the PSCW issued a final decision in the 2018 fuel rules proceedings for MGE to refund $9.5 million of additional fuel savings realized during 2018 plus accrued interest to its retail electric customers in October 2019. There was no change to the refund in the fuel rules proceedings from the amount MGE deferred as of December 31, 2018.actions.

Tax Reform: Pursuant to the Tax Act, deferred income tax balances as of December 31, 2017, were remeasured to reflect the decrease in the corporate tax rate. ~~Approximately~~A regulatory liability of approximately $131 million ~~of regulatory liability~~ was recorded ~~given~~to reflect the fact that changes in income taxes are generally passed through in customer rates for the regulated utility. The amount and timing of the cash ~~impacts~~impact will depend on the period over which certain income tax benefits are provided to customers. Approximately $117 million of the regulatory liability is a protected benefit that is being returned to customers using a normalization method of accounting. IRS normalization rules limit the rate at which MGE can return the benefits to customers. As determined in the rate settlement agreement for 2019 and

2020, MGE has included approximately $8.3 million of the protected benefit in base rates. The return of the remaining portion will be ~~determined~~addressed by the PSCW in MGE's next rate case.

ATC Return on Equity: ~~Several parties have filed complaints with~~As discussed in "Other Matters" below, ATC’s authorized ROE, which is used in calculating its rates and revenues, is the ~~FERC seeking to reduce the ROE used by MISO transmission owners, including ATC. Any change to~~subject of a challenge before FERC. A decrease in ATC's ROE could result in lower equity earnings and distributions from ATC in the future. We derived approximately ~~6.8%~~8.6% and ~~6.3%~~8.0% of our net income ~~for~~during the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, respectively, from our investment in ATC. See "Other Matters" below for additional information concerning ATC.

Environmental Initiatives: There are proposed legislative rules and initiatives involving matters related to air emissions, water effluent, hazardous materials, and greenhouse gases, all of which affect generation plant capital expenditures and operating costs as well as future operational planning. ~~At present, it is unclear how the changes in the Presidential and EPA administrations may affect existing, pending or new legislative or rulemaking proposals or regulatory initiatives.~~ Such legislation and rulemaking could significantly ~~affect~~increase the costs of owning and operating fossil-fueled generating plants, such as Columbia and the Elm Road Units, from which we ~~derive~~derived approximately 43% of our electric generating capacity as of ~~September~~June 30, ~~2019.~~2020. We would expect to seek and receive recovery of any such costs in rates; however, it is difficult to estimate the amount of such costs due to the

uncertainty as to the timing and form of the legislation and rules, and the scope and time of the recovery of costs in rates, which may lag the incurrence of those costs.

EPA's ~~Clean Power Plan and~~ Affordable Clean Energy (ACE) Rule: In 2015, the EPA finalized the Clean Power Plan (CPP), which directed states to submit plans to reduce GHG emissions from the electric generation sector. Implementation of the rule is currently stayed by order to the U.S. Supreme Court. If ultimately upheld, the CPP could have a material effect on MGE's operations. In July 2019, the EPA published a final ~~rule which repeals the CPP and creates the replacement Affordable Clean Energy (ACE)~~ACE rule to reduce greenhouse gas emissions from existing coal-fired EGUs. The ACE ~~Rule~~rule directs states to submit plans to the EPA for approval that implement standards of performance (called Best System of Emissions Reductions, or BSER) for individual coal-fired EGUs over 25 MW. The ACE rule will apply to Columbia and the Elm Road Units. ~~MGE is currently evaluating how this~~Compliance with the ACE rule may ~~impact operations.~~not be required until 2024 or later. Until the State of Wisconsin develops a plan that is accepted by the EPA, MGE will not be able to determine the final impact of the rule. Additionally, the ACE rule is subject to a legal challenge pending in the United States District Court of the District of Columbia. MGE will continue to evaluate the rule development within the state and monitor ongoing and potential legal proceedings associated with the ~~CPP and ACE rules.~~

Columbia: MGE will reduce further its obligation to pay certain capital expenditures (other than SCR-related expenditures) at Columbia in exchange for a proportional reduction in MGE's ownership in Columbia. By June 2020, MGE's ownership in Columbia is forecasted to be approximately 19%, a decrease of 3% from the 22% ownership interest held by MGE on January 1, 2016.rule.

Future Generation - Riverside: In 2016, MGE entered into an agreement with WPL under which MGE may acquire up to 50 MW of capacity in a gas-fired generating plant being constructed by WPL at its Riverside Energy Center in Beloit, Wisconsin, during the five-year period following the in-service date of the plant. The plant ~~is expected to be completed by early~~was placed in service in May 2020. MGE has not yet determined whether it will exercise its option in the Riverside plant. A determination will be made based on a variety of factors ~~in future years.~~during the option period.

~~Future Generation~~COVID-19 Update

We discuss briefly various COVID-19-related events and their effects below:

Governmental Actions. State and local governments and regulators have taken steps to address the pandemic and its effects, which have affected levels of economic activity, revenues and expense.

oState and Local Governments: State and local governments issued orders and regulations to restrict or manage business and individual activity that continues to evolve in response to changing health metrics and safety and health guidance. A late March 2020 statewide Stay at Home order has given way to phased activity resumption driven by local governments and public health departments. Actions by Public Health Madison & Dane County (PHMDC) affect Dane County, which comprises a majority of MGE's service area. PHMDC has issued several Emergency Orders and the Forward Dane plan (collectively, the PHMDC Directives) addressing activity during the pandemic. The PHMDC Directives provide for scaled re-opening of businesses and increased activity for residents based upon specific health metrics and consist of guidance and regulations

concerning how and when residents can interact and conduct business. In general, the PHMDC Directives: identify "essential" and "non-essential" businesses; regulate how those entities may conduct business safely; restrict capacity inside businesses depending upon business type and sector; limit the size of private and public gatherings; and require masks for residents in public and private buildings. The PHMDC Directives are subject to modification throughout the pandemic based upon current health metrics in the county.

oRegulatory – ~~Utility Solar: In August 2019, MGE and WEPCO filed a joint application with~~PSCW Orders: On March 24, 2020, the PSCW ~~for~~ordered changes to the ~~approval to acquire 150 MW~~tariff provisions of ~~solar generating capacity for a solar project~~all public utilities in Wisconsin ~~Badger Hollow Solar Farm II. MGE's ownership share~~in response to the COVID-19 pandemic, including prohibitions on service disconnections or refusals, restrictions on customer credit terms (no cash deposits and requirements to offer deferred payment agreements), and no late payment charges. The order resulted in increased bad debt expense and foregone revenue. This Order as it pertains to the prohibitions on service disconnections for residential customers remains in effect until September 1, 2020. All other restrictions were lifted in July2020. As permitted by regulatory action, MGE notified the PSCW on July 16, 2020, of ~~the project~~its election to continue to waive late fees for all customer classes and seek recovery in a future period. The end date for this waiver period has not yet been determined but is expected to be ~~50 MW. If approved by~~no later than December 31, 2020.

On March 24, 2020, the PSCW ~~construction~~issued a further order authorizing deferral of expenditures incurred to ensure the ~~project~~provision of safe, reliable, and affordable access to utility services during the COVID-19 pandemic and late payment charges. Expenditures may include items such as bad debt expense and personal protective equipment. Foregone revenue from late payment charges and the potential delay in payments from customers is expected to ~~begin in 2020. MGE's share~~impact the timing of cash inflows. Subject to PSCW approval of recovery, foregone late payment charges are expected to be recognized as revenue when it is collected from customers, and deferred expenditures are expected to be recognized as a regulatory asset as costs are incurred (meaning that those expenditures will affect cash flows when paid but will not affect income until recovery is permitted by the ~~construction cost~~PSCW). Recovery of expenditures and late payment charges is expected to be ~~approximately $65 million.~~addressed in future rate proceedings. While management believes that cost recovery is probable, the timing of collection from customers cannot be estimated at this time. Management will continue to assess the probability of recovery of deferred costs as the COVID-19 pandemic progresses.

~~Debt Issuance: MGE committed~~Liquidity: We remain focused on maintaining strong credit quality. Subject to ~~$50 million of long-term unsecured debt in August 2019. Funding occurred on November 5, 2019. The proceeds~~the duration and severity of the COVID-19 pandemic, we believe we have adequate liquidity on hand to support future operations and capital expenditures over the next twelve months. As of June 30, 2020, MGE Energy and MGE had $51.6 million and $18.0 million, respectively, in cash and cash equivalents and had the respective available borrowing capacities under revolving credit facilities noted below.

Borrower		Aggregate Bank Commitments		Outstanding Commercial Paper and Borrowings		Available Capacity	Expiration Date
(Dollars in millions)
MGE Energy	$	50.0	$	-	$	50.0	February 7, 2024

MGE	$	100.0	$	-	$	100.0	February 7, 2024

The credit agreements require the borrower to maintain a ratio of consolidated debt ~~financing~~to consolidated total capitalization not to exceed a maximum of 65%. In the case of MGE, the ratio calculation excludes assets, liabilities, revenues, and expenses included in MGE's financial statements as a result of the consolidation of VIEs, such as MGE Power Elm Road and MGE Power West Campus. The ratio of consolidated debt to consolidated total capitalization for each of MGE Energy and MGE, as calculated under the credit agreements' covenant, was 39.0% and 43.9%, respectively, as of December 31, 2019, and 36.3% and 39.4%, respectively, as of June 30, 2020. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Credit Facilities in the 2019 Annual Report on Form 10-K for more information about our credit facilities.

Revenue and Expense Impacts: We expect that adverse effects of COVID-19 and associated governmental regulations will be ~~used~~partially mitigated due to ~~assist with additional capital expenditures,~~three primary factors. First, MGE has a large representation of commercial customers in essential sectors, such as government and healthcare, which we expect to return to more normal usage sooner than customers in nonessential sectors. Second, industrial customers comprise a small proportion of MGE's total customers, and we expect these customers to have the largest risk of changes in energy usage. Third, we believe residential sales will continue to increase due to the FD Plan.

We began to see the impacts of COVID-19 and associated governmental regulations on customer demand in late March through the second quarter and continue to see lower retail sales. Commercial sales were down approximately 10% in the second quarter of 2020 compared to the same period in the prior year. In the second quarter of 2020, the reduction in revenue due to COVID-19 and associated governmental regulations was partially offset by cost containment measures, and we expect this trend to continue into the second half of 2020. Residential sales increased approximately 20% in the second quarter of 2020 compared to last year. This effect was driven by businesses shifting their workforces to a remote work environment. We will continue to assess the degree to which our discretionary operations and maintenance expenses and capital spending can be reduced. This reduction could consist of deferring nonessential spending such as travel, conferences, and other discretionary costs.

Capital Expenditures: We have some meaningful ability to shift the timing of expenditures for capital projects, should that become necessary. We do not currently expect COVID-19 or associated governmental regulations to significantly delay or disrupt the Two Creeks ~~and~~solar project. Badger Hollow ~~maturing short-term debt,~~I solar project was expected to be completed in 2020 and is now expected to be completed in April 2021. Badger Hollow II was expected to be completed in 2021 and is now expected to be completed in December 2022. No significant increase in costs is expected due to the delay. We will continue to monitor other ~~corporate obligations.~~capital project timelines as presented in the 2020-2022 capital expenditure forecast included under Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources in the 2019 Annual Report on Form 10-K.

Operations: To date, MGE Energy has experienced no material disruptions in utility operations. Our administrative personnel have been working largely remotely, and our field operations have not been materially affected. We have seen some additional expenses associated with personal protective equipment and enhanced efforts to protect our personnel from the virus, which have been deferred as a regulatory asset.

As the duration of general economic disruption increases, so does the potential of a material adverse impact on our business. For this reason, although we expect sales for the second half of 2020 to be negatively impacted by COVID-19 and associated governmental regulations, we cannot reasonably estimate with any degree of certainty the actual impact they may have on future results of operations, financial position, and liquidity. See Part II, Item 1A. "Risk Factors" "Pandemic virus or diseases, including COVID-19, could have a material adverse effect on our business, financial condition and liquidity."

The following discussion is based on the business segments as discussed in Footnote 1614 of the Notes to Consolidated Financial Statements in this Report.

Results of Operations

Results of operations include financial information prepared in accordance with GAAP and electric and gas margins, both which are non-GAAP measures. Electric margin (electric revenues less fuel for electric generation and purchase power costs) and gas margin (gas revenues less cost of gas sold) are non-GAAP measures because they exclude items used in the calculation of the most comparable GAAP measure, operating income. These exclusions consist of nonregulated operating revenues, other operations and maintenance expense, depreciation and amortization expense, and other general taxes expense. Thus, electric and gas margin are not measures determined in accordance with GAAP.

Management believes that electric and gas margins provide a meaningful basis for evaluating and managing utility

operations since fuel for electric generation, purchase power costs, and cost of gas sold are passed through without mark-up to customers in current rates. As a result, management uses electric and gas margins internally when assessing the operating performance of our segments. The presentation of utility electric and gas margins herein is intended to provide supplemental information for investors regarding operating performance. These electric and gas margins may not be comparable to how other entities calculate utility electric and gas margin or similar measures. Furthermore, these measures are not intended to replace operating income as determined in accordance with GAAP as an indicator of operating performance.

Three Months Ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019

The following table provides a calculation of electric and gas margins ~~(non-GAAP)~~(both non-GAAP measures), along with a reconciliation to the most comparable GAAP measure, operating income:

Three Months Ended September 30,

(In millions)

2019

2018

$ Change

Electric revenues
$
120.6
$
119.2
$
1.4

Fuel for electric generation

(15.9)

(16.8)

0.9

Purchased power

(9.1)

(13.0)

3.9

Total Electric Margins

95.6

89.4

6.2

Gas revenues

17.4

18.4

(1.0)

Cost of gas sold

(3.1)

(4.9)

1.8

Total Gas Margins

14.3

13.5

0.8

Other operating revenues

0.2

0.2

-

Other operations and maintenance

(48.1)

(44.1)

(4.0)

Depreciation and amortization

(18.2)

(14.3)

(3.9)

Other general taxes

(5.1)

(4.9)

(0.2)

Operating Income
$
38.7
$
39.8
$
(1.1)

		Three Months Ended June 30,
(In millions)		2020		2019		$ Change
Electric revenues	$	93.7	$	96.9	$	(3.2)
Fuel for electric generation		(8.7)		(10.4)		1.7
Purchased power		(10.9)		(11.0)		0.1
Total Electric Margins		74.1		75.5		(1.4)

Gas revenues		23.1		25.1		(2.0)
Cost of gas sold		(6.3)		(8.9)		2.6
Total Gas Margins		16.8		16.2		0.6

Other operating revenues		0.2		0.2		-
Other operations and maintenance		(46.2)		(49.0)		2.8
Depreciation and amortization		(18.4)		(18.1)		(0.3)
Other general taxes		(5.0)		(5.0)		-
Operating Income	$	21.5	$	19.8	$	1.7

Operating income ~~for~~during the three months ended ~~September~~June 30, ~~2019,~~2020, compared to the same period in the prior year primarily reflects the effects of the following factors:

Electric revenues and fuel costs

oA ~~$1.4~~$3.2 million ~~increase~~decrease in electric revenue driven by lower commercial sales as a result of the ~~timing of deferred revenue collected in rates.~~COVID-19 pandemic and associated governmental regulations, partially offset by increased residential sales and favorable weather conditions. Commercial retail sales decreased by 10.3%, and residential sales increased by 19.8%, when compared to the prior year.

oA ~~$0.9~~$1.7 million decrease in fuel for electric generation driven by lower generation and market costs ~~from the wind generation of Saratoga (construction was completed~~and a decrease in ~~February 2019).~~customer demand.

oA ~~$3.9~~$0.1 million decrease in purchased power costs driven by ~~increased internal generation and~~ lower costs in the market. Average cost per MWH decreased 2%.

Gas revenues and cost of gas sold

oA ~~$1.0~~$2.0 million decrease in gas revenue driven by ~~a decrease in gas retail sales.~~lower rates from the adjustment of purchased gas.

oA ~~$1.8~~$2.6 million decrease in cost of gas sold driven by lower cost per therm of gas. Average cost per therm decreased ~~gas sales.~~26%.

A ~~$4.0~~$2.8 million ~~increase~~decrease in other operations and maintenance. See consolidated operations and maintenance expenses section below.

A ~~$3.9~~$0.3 million increase in depreciation and amortization ~~expense driven by accelerated depreciation expense for specified electric assets as discussed in the consolidated depreciation expense section below.~~expense.

Electric sales and revenues

The following table compares MGE's electric revenues and electric kWh sales by customer class for each of the periods indicated:

		Revenues				Sales (kWh)				Revenues				Sales (kWh)
(In thousands, except cooling degree days)		Three Months Ended September 30,				Three Months Ended September 30,				Three Months Ended June 30,				Three Months Ended June 30,
(In thousands, except cooling degree days)		2019		2018	% Change	2019	2018	% Change		2020		2019	% Change	2020	2019	% Change
Residential	$	42,442	$	42,371	0.2 %	252,786	256,820	(1.6)%	$	34,874	$	30,749	13.4 %	207,328	173,125	19.8 %
Commercial		63,466		61,638	3.0 %	519,820	520,827	(0.2)%		47,388		52,762	(10.2)%	399,577	445,437	(10.3)%
Industrial		3,760		3,668	2.5 %	45,772	47,381	(3.4)%		2,763		3,322	(16.8)%	38,431	44,314	(13.3)%
Other-retail/municipal		9,543		9,431	1.2 %	99,055	106,953	(7.4)%		8,050		8,946	(10.0)%	84,491	97,004	(12.9)%
Total retail		119,211		117,108	1.8 %	917,433	931,981	(1.6)%		93,075		95,779	(2.8)%	729,827	759,880	(4.0)%
Sales to the market		1,163		1,505	(22.7)%	37,108	33,090	12.1 %		568		790	(28.1)%	19,554	21,614	(9.5)%
Other revenues		233		562	(58.5)%	-	-	- %		104		294	(64.6)%	-	-	- %
Total	$	120,607	$	119,175	1.2 %	954,541	965,071	(1.1)%	$	93,747	$	96,863	(3.2)%	749,381	781,494	(4.1)%

Cooling degree days (normal 486)						535	536	(0.2)%
Cooling degree days (normal 181)														213	118	80.5 %

Electric margin, a non-GAAP measure, ~~increased $6.2~~decreased $1.4 million ~~for~~during the three months ended ~~September~~June 30, ~~2019~~2020, compared to the same period in ~~2018~~2019, due to the following:

(In millions)
Decrease in commercial, industrial and other volume	$	(2.5)
Customer fixed and demand charges		(1.8)
Revenue subject to refund, net		(0.9)
Rate changes		(0.5)
Other		(0.4)
Increase in residential volume		3.7
Decreased fuel costs		1.0
Total	$	(1.4)

(In millions)

Revenue subject to refund, net
$
4.9

Decreased fuel costs

4.1

Rate changes

(1.4)

Decrease in volume

(0.7)

Other

(0.7)

Total
$
6.2

Commercial, industrial, and other retail volume. During the three months ended June 30, 2020, there was a 10.3% reduction in Commercial sales volumes compared to the same period in the prior year driven by impacts from the COVID-19 pandemic and associated governmental regulations.

Customer fixed and demand charges. During the three months ended June 30, 2020, fixed and demand charges decreased $1.8 million primarily attributable to the decrease in demand charges for commercial customers. The COVID-19 pandemic and associated governmental regulations impacted commercial business operations which led to reduced sales.

Revenue subject to refund. For cost recovery mechanisms, any over-collection of ~~the difference between actual costs incurred and~~revenues resulting from the amount of costs authorized to be collected from customers in rates exceeding actual costs is recorded as a reduction of revenue in the period ~~incurred.~~

o~~Tax Act.~~ ~~MGE received a PSCW order in January 2018 to defer~~incurred, as the over-collection ~~of income tax expense collected in customer rates as a result of the Tax Act reduction in federal income tax rate~~is expected to ~~21 percent. In September 2019, MGE returned $2.2 million~~be refunded to ~~electric~~ customers ~~through bill credits related to the tax credit. The 2019 bill credit was deducted from revenues in previous years and held~~ in a regulatory liability pending the refund to customers. As a result, the refund did not affect reported revenues in the current periods, although it did reduce cash and the corresponding regulatory liability. During the three months ended September 30, 2018, MGE recorded a $1.1 million reduction in retail electric revenues and recorded a corresponding regulatory liability. During the three months ended September 30, 2018, MGE returned $1.8 million to electric customers through bill credits related to the tax credit.

o~~Fuel-related costs.~~ MGE's fuel-related costs subject to refund in 2019 was $0.5 million. MGE's fuel-related costs subject to refund in 2018 was $2.0 million. Under fuel rules, MGE is required to defer electric fuel-related costs that fall outside a 2% cost tolerance band around the amount used in the most recent rate proceeding.

o~~Transmission.~~ ~~MGE's transmission costs subject to refund decreased revenue $0.1 million in 2019. In 2018, MGE recorded a $0.4 million increase in retail electric revenues.~~

o~~Operating Costs.~~ MGE recognized revenue for electric plant operating costs subject to refund from previous years of $0.1 million in 2019. In 2018, MGE recorded a $0.9 million reduction in retail electric revenues primarily related to lower leased generation costs due to the reduction in tax rate.

~~Fuel costs.~~ Fuel costs decreased during the three months ended September 30, 2019, primarily as a result of the commencement of commercial operations at the Saratoga Wind Farm in February 2019. Electrical generation at Saratoga reduced the need for purchased power and contributed to lower fuel costs in the current quarter.subsequent period.

Rate changes. Rates charged to retail customers during the three months ended ~~September~~June 30, ~~2019,~~2020, were ~~$1.4~~$0.5 million lower than those charged during the same period in the prior year.

In December ~~2018,~~2019, the PSCW approved the 2020 Fuel Cost Plan, which authorized MGE to decrease ~~2019~~2020 rates for electric retail customers by ~~2.24%~~0.84%.

Residential volume. During the three months ended June 30, 2020, there was a 19.8% increase in residential sales driven by favorable weather conditions as well as the COVID-19 pandemic and associated governmental regulations. As businesses shifted their workforce to a remote work environment, residential sales increased.

Fuel costs. Fuel costs decreased during the three months ended June 30, 2020, primarily as a result of lower costs to generate and purchase electricity in the market and lower customer demand.

Gas deliveries and revenues

The following table compares MGE's gas revenues and gas therms delivered by customer class for each of the periods indicated:

Consolidated depreciation expense

Electric depreciation expense increased ~~$3.6~~$0.2 million and gas depreciation expense increased ~~$0.3~~$0.1 million ~~for~~during the three months ended ~~September~~June 30, ~~2019,~~2020, compared to the same period in the prior year. ~~MGE accelerated depreciation for combustion turbines and Columbia Unit 1 in 2019, as approved in the December 2018 rate~~

~~settlement, increasing electric depreciation expense~~Electric and Gas Other Income

Electric other income increased $0.8 million during the three months ended June 30, 2020, compared to the ~~prior period. Also approved~~same period in the ~~December 2018 rate settlement were new depreciation rates for Columbia, further contributing~~prior year, primarily related to the ~~increase~~AFUDC Equity from the construction of Two Creeks and Badger Hollow I and II. Gas other income decreased $0.3 million during the three months ended June 30, 2020, compared to the same period in ~~electric depreciation expense.~~the prior year.

Nonregulated Energy Operations - MGE Energy and MGE

The nonregulated energy operations are conducted through MGE Energy's subsidiaries: MGE Power Elm Road (the Elm Road Units) and MGE Power West Campus (WCCF), which have been formed to own and lease electric generating capacity to assist MGE. ~~For both~~During the three months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, net income at the nonregulated energy operations segment was $5.2 million and $5.1 ~~million.~~million, respectively.

Transmission Investment Operations - MGE Energy

~~For the~~ ~~three months ended September 30, 2019 and 2018, other income at the transmission investment segment was $2.4 million and $1.6 million, respectively.~~ The transmission investment segment holds our interest in ATC and ATC Holdco, and its income reflects our equity in the earnings of those investments. ATC Holdco was formed in December 2016. In the near term, it is expected that ATC Holdco will be pursuing transmission development opportunities that typically have long development and investment lead times before becoming operational. During the three months ended June 30, 2020 and 2019, other income at the transmission investment segment was $3.1 million and $2.3 million, respectively. In May 2020, the FERC issued an opinion further refining the methodology for setting the ROE that electric utilities are authorized to earn. See Footnote 43 of the Notes to Consolidated Financial Statements in this Report and "Other Matters" below for additional information concerning ATC and summarized financial information regarding ATC.

Consolidated Income Taxes - MGE Energy and MGE

In ~~2019,~~2020, the effective electric tax rate decreased as a result of higher AFUDC equity from Badger Hollow I and II and Two Creeks and a tax credit generated by the Saratoga Wind Farm. See Footnote 54 of the Notes to Consolidated Financial Statements in this Report for the effective tax rate reconciliation.

Noncontrolling Interest, Net of Tax - MGE

Noncontrolling interest, net of tax, reflects the accounting required for MGE Energy's interest in MGE Power Elm Road (the Elm Road Units) and MGE Power West Campus (WCCF). MGE Energy owns 100% of MGE Power Elm Road and MGE Power West Campus. Due to the contractual agreements for these projects with MGE, the entities are considered VIEs with respect to MGE and their results are consolidated with those of MGE, the primary beneficiary of the VIEs. The following table shows MGE Energy's noncontrolling interest, net of tax, reflected on MGE's consolidated statement of income:

		Three Months Ended
		June 30,
(In millions)		2020		2019
MGE Power Elm Road	$	4.0	$	3.8
MGE Power West Campus		1.8		1.8

Six Months Ended June 30, 2020 and 2019

The following table provides a calculation of electric and gas margins (non-GAAP), along with a reconciliation to the most comparable GAAP measure, operating income:

		Six Months Ended June 30,
(In millions)		2020		2019		$ Change
Electric revenues	$	186.7	$	194.3	$	(7.6)
Fuel for electric generation		(18.4)		(24.3)		5.9
Purchased power		(21.3)		(21.9)		0.6
Total Electric Margins		147.0		148.1		(1.1)

Gas revenues		79.9		95.2		(15.3)
Cost of gas sold		(37.1)		(52.2)		15.1
Total Gas Margins		42.8		43.0		(0.2)

Other operating revenues		0.3		0.3		-
Other operations and maintenance		(90.6)		(95.9)		5.3
Depreciation and amortization		(36.6)		(35.2)		(1.4)
Other general taxes		(9.9)		(10.0)		0.1
Operating Income	$	53.0	$	50.3	$	2.7

Operating income during the six months ended June 30, 2020, compared to the same period in the prior year primarily reflects the effects of the following factors:

Electric revenues and fuel costs

oA $7.6 million decrease in electric revenue driven by lower commercial sales as a result of the COVID-19 pandemic and associated governmental regulations, partially offset by increased residential sales and favorable weather conditions. Commercial retail sales decreased by 6.8% and residential sales increased by 6.2%, when compared to the prior year.

oA $5.9 million decrease in fuel for electric generation driven by lower generation and market costs and a decrease in customer demand.

oA $0.6 million decrease in purchased power costs driven by lower costs in the market. Average cost per MWH decreased 7%.

Gas revenues and cost of gas sold

oA $15.3 million decrease in gas revenue driven by lower customer demand resulting from milder weather in the first quarter of 2020 and lower rates from the adjustment of purchased gas.

oA $15.1 million decrease in cost of gas sold driven by lower cost per therm of gas. Average cost per therm decreased 19%.

A $5.3 million decrease in other operations and maintenance. See consolidated operations and maintenance expenses section below.

A $1.4 million increase in depreciation and amortization expense driven by the timing of the commercial operation of Saratoga that took place in February 2019 as discussed in the consolidated depreciation expense section below.

Electric sales and revenues

The following table compares MGE's electric revenues and electric kWh sales by customer class for each of the periods indicated:

		Revenues				Sales (kWh)
(In thousands, except cooling degree days)		Six Months Ended June 30,				Six Months Ended June 30,
(In thousands, except cooling degree days)		2020		2019	% Change	2020	2019	% Change
Residential	$	68,302	$	65,330	4.5 %	409,909	385,804	6.2 %
Commercial		95,022		102,015	(6.9)%	829,695	890,540	(6.8)%
Industrial		5,563		6,253	(11.0)%	78,849	85,423	(7.7)%
Other-retail/municipal		16,254		17,185	(5.4)%	165,536	177,740	(6.9)%
Total retail		185,141		190,783	(3.0)%	1,483,989	1,539,507	(3.6)%
Sales to the market		1,050		2,751	(61.8)%	43,500	73,138	(40.5)%
Other revenues		546		745	(26.7)%	-	-	- %
Total	$	186,737	$	194,279	(3.9)%	1,527,489	1,612,645	(5.3)%

Cooling degree days (normal 181)						213	118	80.5 %

Electric margin, a non-GAAP measure, decreased $1.1 million during the six months ended June 30, 2020, compared to the same period in 2019, due to the following:

(In millions)
Decrease in commercial, industrial and other volume	$	(3.3)
Customer fixed and demand charges		(1.7)
Rate changes		(1.2)
Revenue subject to refund, net		(0.7)
Other		(0.3)
Decreased fuel costs		3.5
Increase in residential volume		2.6
Total	$	(1.1)

Commercial, industrial, and other retail volume. During the six months ended June 30, 2020, there was a 6.8% reduction in Commercial sales volumes compared to the same period in the prior year driven by impacts from the COVID-19 pandemic and associated governmental regulations.

Customer fixed and demand charges. During the six months ended June 30, 2020, fixed and demand charges decreased $1.7 million primarily attributable to the decrease in demand charges for commercial customers. The COVID-19 pandemic and associated governmental regulations impacted commercial business operations which led to reduced sales.

Rate changes. Rates charged to retail customers during the six months ended June 30, 2020, were $1.2 million lower than those charged during the same period in the prior year.

In December 2019, the PSCW approved the 2020 Fuel Cost Plan, which authorized MGE to decrease 2020 rates for electric retail customers by 0.84%.

Revenue subject to refund. For cost recovery mechanisms,any over-collection of revenues resulting from the amount of costs authorized to be collected from customers in rates exceeding actual costs is recorded as a reduction of revenue in the period incurred, as the over-collection is expected to be refunded to customers in a subsequent period.

Fuel costs. Fuel costs decreased during the six months ended June 30, 2020, primarily as a result of lower costs to generate and purchase electricity in the market and lower customer demand.

Residential volume. During the six months ended June 30, 2020, there was a 6.2% increase in residential sales driven by favorable weather conditions as well as the COVID-19 pandemic and associated governmental regulations. As businesses shifted their workforce to a remote work environment, residential sales increased.

Gas deliveries and revenues

The following table compares MGE's gas revenues and gas therms delivered by customer class for each of the periods indicated:

		Revenues				Therms Delivered
(In thousands, except HDD and average rate per therm of retail customer)		Six Months Ended June 30,				Six Months Ended June 30,
		2020		2019	% Change	2020	2019	% Change
Residential	$	48,892	$	56,317	(13.2)%	61,857	69,062	(10.4)%
Commercial/Industrial		27,909		36,008	(22.5)%	53,213	61,060	(12.9)%
Total retail		76,801		92,325	(16.8)%	115,070	130,122	(11.6)%
Gas transportation		3,026		2,630	15.1 %	38,910	38,614	0.8 %
Other revenues		97		215	(54.9)%	-	-	- %
Total	$	79,924	$	95,170	(16.0)%	153,980	168,736	(8.7)%

Heating degree days (normal 4,378)						4,140	4,720	(12.3)%
Average rate per therm of
retail customer	$	0.667	$	0.710	(6.1)%

Gas margin, a non-GAAP measure, decreased $0.2 million during the six months ended June 30, 2020, compared to the same period in 2019, due to the following:

(In millions)
Decrease in volume	$	(2.4)
Rate changes		1.2
Other		0.6
Revenue subject to refund, net		0.4
Total	$	(0.2)

Volume. During the six months ended June 30, 2020, retail gas deliveries decreased 11.6% compared to the same period in the prior year primarily related to less favorable weather conditions in the first quarter of 2020.

Rate changes. In December 2018, the PSCW authorized MGE to increase 2020 rates for retail gas customers by 1.46%.

Revenue subject to refund.For cost recovery mechanisms, any over-collection of revenues resulting from the amount of costs authorized to be collected from customers in rates exceeding actual costs is recorded as a reduction of revenue in the period incurred, as the over-collection is expected to be refunded to customers in a subsequent period.

Consolidated operations and maintenance expenses

During the six months ended June 30, 2020, operations and maintenance expenses decreased $5.3 million, compared to the same period in the prior year. The following contributed to the net change:

(In millions)
Decreased administrative and general costs	$	(3.4)
Decreased electric production expenses		(2.2)
Decreased transmission costs		(0.7)
Decreased other costs		(0.3)
Increased gas distribution expenses		0.7
Increased electric distribution expenses		0.6
Total	$	(5.3)

Decreased administrative and general costs are primarily related to a decrease in stock price and number of performance unit awards reducing the fair value associated with the performance unit awards, which is

remeasured quarterly. See Footnote 7 of the Notes to Consolidated Financial Statements in this Report for additional information on performance unit awards. Other drivers include a reduction in nonessential spending driven by the COVID-19 pandemic and associated governmental regulations, which includes training, travel expenses, and other discretionary spending.

Decreased electric production expenses are primarily related to decreased operations and maintenance costs at the Elm Road Units, Columbia, and Forward Wind facility. Scheduled maintenance outages have been delayed for Columbia from spring to fall of 2020.

Consolidated depreciation expense

Electric depreciation expense increased $1.1 million and gas depreciation expense increased $0.3 million during the six months ended June 30, 2020, compared to the same period in the prior year. MGE placed the Saratoga Wind Farm in service in February 2019. Timing of the in-service date contributed to the increase in electric depreciation expense.

Electric and Gas Other Income

Electric other income increased $1.6 million during the six months ended June 30, 2020, compared to the same period in the prior year, primarily related to the AFUDC Equity from the construction of Two Creeks and Badger Hollow I and II. Gas other income increased $0.1 million during the six months ended June 30, 2020, compared to the same period in the prior year.

Nonregulated Energy Operations - MGE Energy and MGE

The nonregulated energy operations are conducted through MGE Energy's subsidiaries: MGE Power Elm Road (the Elm Road Units) and MGE Power West Campus (WCCF), which have been formed to own and lease electric generating capacity to assist MGE. During the six months ended June 30, 2020 and 2019, net income at the nonregulated energy operations segment was $10.3 million and $10.1 million, respectively.

Transmission Investment Operations - MGE Energy

The transmission investment segment holds our interest in ATC and ATC Holdco, and its income reflects our equity in the earnings of those investments. ATC Holdco was formed in December 2016. In the near term, it is expected that ATC Holdco will be pursuing transmission development opportunities that typically have long development and investment lead times before becoming operational. During the six months ended June 30, 2020 and 2019, other income at the transmission investment segment was $5.4 million and $4.4 million, respectively. In May 2020, the FERC issued an opinion further refining the methodology for setting the ROE that electric utilities are authorized to earn. See Footnote 3 of the Notes to Consolidated Financial Statements in this Report and "Other Matters" below for additional information concerning ATC and summarized financial information regarding ATC.

Consolidated Income Taxes - MGE Energy and MGE

In 2020, the effective electric tax rate decreased as a result of higher AFUDC equity from Badger Hollow I and II and Two Creeks and a tax credit generated by the Saratoga Wind Farm. See Footnote 4 of the Notes to Consolidated Financial Statements in this Report for the effective tax rate reconciliation.

Noncontrolling Interest, Net of Tax - MGE

The noncontrolling interest, net of tax, reflects the accounting required for MGE Energy's interest in MGE Power Elm Road (the Elm Road Units) and MGE Power West Campus (WCCF). MGE Energy owns 100% of MGE Power Elm Road and MGE Power West Campus; however, due to the contractual agreements for these projects with MGE, the entities are considered VIEs with respect to MGE and their results are consolidated with those of MGE, the primary beneficiary of the VIEs. The following table shows MGE Energy's noncontrolling interest, net of tax, reflected on MGE's consolidated statement of income:

Three Months Ended

September 30,

(In millions)

2019

2018

MGE Power Elm Road
$
3.8
$
3.8

MGE Power West Campus

1.8

1.8

~~Nine Months Ended September 30, 2019 and 2018~~

~~The following table provides a calculation of electric and gas margins (non-GAAP), along with a reconciliation to the most comparable GAAP measure, operating income:~~

Nine Months Ended September 30,

(In millions)

2019

2018

$ Change

Electric revenues
$
314.9
$
312.6
$
2.3

Fuel for electric generation

(40.2)

(43.9)

3.7

Purchased power

(31.0)

(43.0)

12.0

Total Electric Margins

243.7

225.7

18.0

Gas revenues

112.5

106.2

6.3

Cost of gas sold

(55.2)

(54.1)

(1.1)

Total Gas Margins

57.3

52.1

5.2

Other operating revenues

0.5

0.9

(0.4)

Other operations and maintenance

(144.0)

(132.0)

(12.0)

Depreciation and amortization

(53.4)

(41.8)

(11.6)

Other general taxes

(15.1)

(14.7)

(0.4)

Operating Income
$
89.0
$
90.2
$
(1.2)

~~Operating income for the nine months ended September 30, 2019, compared to the same period in the prior year primarily reflects the effects of the following factors:~~

~~A $2.3 million increase in electric revenue driven by timing of deferred revenue collected in rates.~~

~~A $3.7 million decrease in fuel for electric generation driven by lower costs from the wind generation of Saratoga (construction was completed in February 2019).~~

A $12.0 million decrease in purchased power costs driven by the purchase of the Forward Wind Energy Center in April 2018, which replaced an existing purchased power agreement and increased internal generation.

~~A $6.3 million increase in gas revenues reflecting higher customer demand resulting from colder weather in the first quarter and an increase in rates to cover infrastructure costs.~~

~~A $1.1 million increase in cost of gas sold driven by increased gas sales.~~

~~A $12.0 million increase in other operations and maintenance. See consolidated operations and maintenance expenses section below.~~

An $11.6 million increase in depreciation and amortization expense driven by accelerated depreciation expense for specified electric assets as discussed in the consolidated depreciation expense section below.

~~Electric sales and revenues~~

~~The following table compares MGE's electric revenues and electric kWh sales by customer class for each of the periods indicated:~~

Revenues

Sales (kWh)
(In thousands, except cooling degree days)

Nine Months Ended September 30,

Nine Months Ended September 30,

2019

2018

% Change

2019

2018

% Change
Residential
$
107,772
$
107,847

(0.1)%

638,590

664,195

(3.9)%
Commercial

165,481

159,264

3.9 %

1,410,360

1,432,222

(1.5)%
Industrial

10,013

11,193

(10.5)%

131,195

136,485

(3.9)%
Other-retail/municipal

26,728

26,245

1.8 %

276,795

294,345

(6.0)%
Total retail

309,994

304,549

1.8 %

2,456,940

2,527,247

(2.8)%
Sales to the market

3,914

6,334

(38.2)%

110,246

151,586

(27.3)%
Other revenues

978

1,750

(44.1)%

-

-

- %
Total
$
314,886
$
312,633

0.7 %

2,567,186

2,678,833

(4.2)%

Cooling degree days (normal 673)

653

783

(16.6)%

~~Electric margin, a non-GAAP measure, increased $18.0 million for the~~ ~~nine months ended September 30, 2019, compared to the same period in 2018, due to the following:~~

(In millions)

Revenue subject to refund, net
$
18.9

Decreased fuel costs

11.6

Rate changes

(6.2)

Decrease in volume

(4.4)

Other

(1.9)

Total
$
18.0

~~Revenue subject to refund.~~ ~~For cost recovery mechanisms,any over-collection of the difference between actual costs incurred and the amount of costs collected from customers is recorded as a reduction of revenue in the period incurred.~~

o~~Tax Act.~~ MGE received a PSCW order in January 2018 to defer the over-collection of income tax expense collected in customer rates as a result of the Tax Act reduction in federal income tax rate to 21 percent. In September 2019, MGE returned $2.2 million to electric customers through bill credits related to the tax credit. The 2019 bill credit was deducted from revenues in previous years and held in a regulatory liability pending the refund to customers. As a result, the refund did not affect reported revenues in the current periods, although it did reduce cash and the corresponding regulatory liability. During the nine months ended September 30, 2019 and 2018, MGE recorded a $0.2 million and $3.2 million reduction in retail electric revenues and recorded a corresponding regulatory liability, respectively. During the nine months ended September 30, 2018, MGE returned $4.8 million to electric customers through bill credits related to the tax credit.

o~~Fuel-related costs.~~ MGE's fuel-related costs subject to refund in 2019 and 2018 was $0.5 million and $7.2 million, respectively. Under fuel rules, MGE is required to defer electric fuel-related costs that fall outside a 2% cost tolerance band around the amount used in the most recent rate proceeding.

o~~Transmission.~~ MGE's transmission costs subject to refund decreased revenue $1.5 million in 2019. In 2018, MGE recorded a $1.8 million reduction in retail electric revenues primarily related to a one-time refund received in June 2018.

o~~Operating Costs.~~ MGE recognized revenue for electric plant operating costs subject to refund from previous years of $0.9 million in 2019. In 2018, MGE recorded a reduction of $3.2 million in retail electric revenues primarily related to lower leased generation costs due to the reduction in tax rate.

~~Fuel costs.~~ Fuel costs decreased during the nine months ended September 30, 2019, primarily as a result of a reduction in purchased power. The purchase of the Forward Wind Energy Center in April 2018 replaced an existing purchase power agreement that was previously recorded as purchased power expense in fuel costs. The commencement of commercial operations at the Saratoga Wind Farm in February 2019 further decreased the need for purchased power contributing to the reduction in fuel costs in the current year.

~~Rate changes.~~ ~~Rates charged to retail customers during the nine months ended September 30, 2019, were $6.2 million lower than those charged during the same period in the prior year.~~

~~In December 2018, the PSCW authorized MGE to decrease 2019 rates for electric retail customers by 2.24%.~~

~~Volume.~~ ~~During the nine months ended September 30, 2019, there was a 3.9% decrease in residential sales volumes compared to the same period in the prior year driven by less favorable weather conditions.~~

~~Other.~~ During the nine months ended September 30, 2019, other items affecting electric operating revenues decreased $1.9 million primarily attributable to adjustments to revenue and a decrease in demand charges. MGE leases electric generating capacity from MGE Power Elm Road. MGE collects in rates the lease payments associated with the electric generating capacity as authorized by the PSCW. Any differential between estimated lease payments collected in rates and actual lease payments paid to MGE Power Elm Road are included in other revenues.

~~Gas deliveries and revenues~~

~~The following table compares MGE's gas revenues and gas therms delivered by customer class for each of the periods indicated:~~

Revenues

Therms Delivered
(In thousands, except HDD and average rate per therm of retail customer)

Nine Months Ended September 30,

Nine Months Ended September 30,

2019

2018

% Change

2019

2018

% Change
Residential
$
67,659
$
64,087

5.6 %

74,769

70,750

5.7 %
Commercial/Industrial

40,833

38,728

5.4 %

70,255

67,613

3.9 %
Total retail

108,492

102,815

5.5 %

145,024

138,363

4.8 %
Gas transportation

3,756

3,018

24.5 %

54,129

54,259

(0.2)%
Other revenues

299

319

(6.3)%

-

-

- %
Total
$
112,547
$
106,152

6.0 %

199,153

192,622

3.4 %

Heating degree days (normal 4,471)

4,777

4,650

2.7 %
Average rate per therm of

retail customer
$
0.748
$
0.743

0.7 %

~~Gas margin, a non-GAAP measure, increased $5.2 million for the~~ ~~nine months ended September 30, 2019, compared to the same period in 2018, due to the following:~~

(In millions)

Revenue subject to refund, net
$
2.4

Increase in volume

1.0

Rate changes

0.9

Other

0.9

Total
$
5.2

~~Revenue subject to refund.~~For cost recovery mechanisms, any over-collection of the difference between actual costs incurred and the amount of costs collected from customers is recorded as a reduction of revenue in the period incurred.

o~~Tax Act~~. MGE received a PSCW order in January 2018 to defer the over-collection of income tax expense collected in customer rates as a result of the Tax Act reduction in federal income tax rate to 21 percent. In September 2019, ~~MGE returned $1.0 million to gas customers through bill credits related to the tax credit.~~ The 2019 bill credit was deducted from revenues in previous years and held in a regulatory liability pending the refund to customers. As a result, the refund did not affect reported revenues in the current periods, although it did reduce cash and the corresponding regulatory liability. ~~During the~~ ~~nine months ended September 30, 2019 and 2018, MGE recorded a $0.1 million and a $1.3 million reduction in retail gas revenues and recorded a corresponding regulatory liability, respectively. During the~~ ~~nine months ended September 30, 2018, MGE returned $1.1 million to gas customers through bill credits related to the tax credit.~~

~~Volume~~. ~~For the~~ ~~nine months ended September 30, 2019, retail gas deliveries increased 4.8% compared to the same period in the prior year primarily related to customer growth and more favorable weather conditions in the current year~~.

~~Rate changes.~~ ~~In December 2018, the PSCW authorized MGE to increase 2019 rates for retail gas customers by 1.06%.~~

~~Other.~~ ~~During the nine months ended September 30, 2019, other items affecting gas operating revenues increased $0.9 million primarily attributable to an increase in fixed charges as a result of an increase in customers.~~

~~Consolidated operations and maintenance expenses~~

~~For the nine months ended September 30, 2019, operations and maintenance expenses increased $12.0 million, compared to the same period in the prior year. The following contributed to the net change:~~

(In millions)

Increased administrative and general costs
$
6.2

Increased electric production expenses

2.3

Increased gas distribution expenses

1.3

Increased customer accounts costs

1.0

Increased other costs

0.7

Increased transmission costs

0.5

Total
$
12.0

~~Increased administrative and general costs and customer account costs are primarily related to~~ increased technology costs associated with the multi-year Enterprise Forward project, which includes a new customer information system. In addition, higher administrative and general costs are related to an increase in stock price driving up the costs associated with the performance unit awards. See Footnote 8 of the Notes to Consolidated Financial Statements in this Report for additional information on performance unit awards.

~~Increased electric production expenses are primarily related to~~ ~~increased operations and maintenance costs at the Elm Road Units and Forward Wind facility.~~

~~Increased gas distribution expenses are primarily related to increased costs for maintenance on equipment and locator services.~~

~~Consolidated depreciation expense~~

Electric depreciation expense increased $10.5 million and gas depreciation expense increased $1.1 million for the nine months ended September 30, 2019, compared to the same period in the prior year. MGE accelerated depreciation for combustion turbines and Columbia Unit 1 in 2019, as approved in the December 2018 rate settlement, increasing electric depreciation expense compared to the prior period. Also approved in the December 2018 rate settlement were new depreciation rates for Columbia, further contributing to the increase in electric depreciation expense.

~~Nonregulated Energy Operations - MGE Energy and MGE~~

The nonregulated energy operations are conducted through MGE Energy's subsidiaries: MGE Power Elm Road (the Elm Road Units) and MGE Power West Campus (WCCF), which have been formed to own and lease electric generating capacity to assist MGE. ~~For both the~~ ~~nine months ended September 30, 2019 and 2018, net income at the nonregulated energy operations segment was $15.2 million.~~

~~Transmission Investment Operations - MGE Energy~~

~~For the~~ ~~nine months ended September 30, 2019 and 2018~~, other income at the transmission investment segment was $6.8 million and $5.9 million, respectively. The transmission investment segment holds our interest in ATC and ATC Holdco, and its income reflects our equity in the earnings of those investments. ATC Holdco was formed in December 2016. In the near term, it is expected that ATC Holdco will be pursuing transmission development opportunities that typically have long development and investment lead times before becoming operational. See Footnote 4 of the Notes to Consolidated Financial Statements in this Report and "~~Other Matters~~" ~~below for additional information concerning ATC and summarized financial information regarding ATC.~~

~~Consolidated Income Taxes~~ ~~- MGE Energy and MGE~~

In 2019, the effective electric tax rate decreased as a result of a tax credit generated by the Saratoga Wind Farm. See Footnote 5 of the Notes to Consolidated Financial Statements in this Report for the effective tax rate reconciliation.

~~Noncontrolling Interest, Net of Tax - MGE~~

Road and MGE Power West Campus; however, due to the contractual agreements for these projects with MGE, the entities are considered VIEs with respect to MGE and their results are consolidated with those of MGE, the primary beneficiary of the VIEs. The following table shows MGE Energy'~~s noncontrolling interest, net of tax, reflected on MGE~~'~~s consolidated statement of income:~~

Nine Months Ended

September 30,

(In millions)

2019

2018

MGE Power Elm Road
$
11.3
$
11.6

MGE Power West Campus

5.4

5.3

		Six Months Ended
		June 30,
(In millions)		2020		2019
MGE Power Elm Road	$	7.7	$	7.5
MGE Power West Campus		3.6		3.6

Contractual Obligations and Commercial Commitments - MGE Energy and MGE

There were no material changes, other than from the normal course of business, to MGE Energy's and MGE's contractual obligations (representing cash obligations that are considered to be firm commitments) and commercial commitments (representing commitments triggered by future events) during the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, except as noted below. Further discussion of the contractual obligations and commercial commitments is included in Footnote 1716 of the Notes to Consolidated Financial Statements and "Contractual Obligations and Commercial Commitments for MGE Energy and MGE" under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in ~~MGE Energy's and MGE's 2018~~the 2019 Annual Report on Form 10-K.

Purchase Contracts -– MGE Energy and MGE

See ~~items~~item c. ~~and d.~~ within Footnote 98 of Notes to Consolidated Financial Statements in this Report for a description of commitments as of ~~September~~June 30, ~~2019,~~2020, that MGE Energy and MGE have entered with respect to various commodity supply and transportation contracts to meet their obligations to deliver ~~electricity and~~ natural gas to ~~customers and the solar farm construction and operating contracts.~~customers.

~~Other Commitments~~ -Capital Expenditures – MGE Energy and MGE

~~In September 2019,~~Various contractual obligations contain minimum future commitments related to capital expenditures for certain construction projects, including the Badger Hollow II and other service area renewable solar projects. During 2020, MGE ~~Energy~~ entered a subscription agreement to invest in a nonpublic venture capital fund. From time to time, the fund makes capital calls to its investors. MGE Energy has committed to contribute $10 million in capital for such capital calls. The timinginto additional future minimum construction commitments of ~~these infusions is dependent on the needs of the investee and is therefore uncertain at this time.~~$71.4 million.

Long-term Debt - MGE Energy and MGE

MGE ~~committed to $50~~borrowed $19.3 million from the issuance by the City of ~~long-term unsecured debt~~Madison, Wisconsin of Industrial Development Revenue Refunding Bonds in ~~August 2019. Funding occurred on November 5, 2019.~~April 2020. The bonds bear interest at 2.05% per annum for a term ending April 30, 2023, at which point they will either be repriced and remarketed or redeemed and retired. The proceeds of ~~the debt financing will be~~these bonds were used to ~~assist with capital expenditures, maturing short-term debt, and other corporate obligations.~~refund $19.3 million of 3.45% City of Madison, Wisconsin Industrial Development Revenue Refunding Bonds due October 2027, which had been issued to loan funds to MGE. See Footnote 76 of the Notes to Consolidated Financial Statements in this Report for further discussion of ~~these debt issuances.~~the bond issuance.

Liquidity and Capital Resources

Subject to the duration and severity of the COVID-19 pandemic, MGE Energy and MGE expect to have adequate liquidity to ~~fund~~support future operations and capital expenditures over the next twelve months. Available resources include cash and cash equivalents, operating cash flows, liquid assets, borrowing capacity under revolving credit facilities, and access to equity and debt capital markets. MGE Energy expects to generate funds from both long-term debt financing, including tax exempt, short-term debt financing, or through our Direct Stock Purchase and Dividend Reinvestment Plan. See "Credit Facilities" under Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources in ~~MGE Energy's and MGE's 2018~~the 2019 Annual Report on Form 10-K for information regarding MGE Energy's and MGE's credit facilities.

Cash Flows

The following summarizes cash flows for MGE Energy and MGE during the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018:~~2019:

MGE Energy

MGE

(In thousands)

2019

2018

2019

2018

Cash provided by (used for):

Operating activities
$
111,702
$
138,432

$
109,020
$
135,027

Investing activities

(134,531)

(153,434)

(128,866)

(149,681)

Financing activities

1,142

37,949

19,962

53,011

		MGE Energy				MGE
(In thousands)		2020		2019		2020		2019
Cash provided by (used for):
Operating activities	$	85,450	$	85,884	$	82,645	$	85,286
Investing activities		(88,693)		(82,634)		(86,107)		(79,363)
Financing activities		51,321		(16,357)		18,185		(4,301)

Cash Provided by Operating Activities

MGE Energy

MGE Energy's consolidated net cash provided by operating activities is derived mainly from the electric and gas operations of its principal subsidiary, MGE.

Cash provided by operating activities ~~for~~during the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, was ~~$111.7~~$85.5 million, a decrease of ~~$26.7~~$0.4 million when compared to the same period in the prior year.

MGE Energy's net income increased ~~$2.4~~$5.3 million ~~for~~during the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, when compared to the same period in the prior year.

MGE Energy's federal and state taxes paid ~~increased $3.3~~were $8.0 million ~~for~~during the ~~nine~~six months ended ~~September~~June 30, ~~2019, when compared to~~2019. No payments were made during the ~~same period in~~six months ended June 30, 2020. The CARES act extended the ~~prior year.~~first and second quarter tax payments until July 15, 2020, at which time $2.8 million was paid.

Working capital accounts (excluding prepaid and accrued taxes) resulted in ~~$14.2~~$1.8 million in cash used for operating activities ~~for~~during the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, primarily due to ~~decreased accounts payable,~~ decreased other current liabilities and ~~increased inventories,~~decreased accounts payable, partially offset by decreased ~~unbilled revenues~~accounts receivable and decreased ~~accounts receivable. The decrease in other current liabilities is attributable to a $3.2 million one-time tax bill credit to retail customers in 2019.~~unbilled revenues.

Working capital accounts (excluding prepaid and accrued taxes) resulted in ~~$17.2~~$14.4 million in cash provided by operating activities ~~for~~during the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, primarily due to decreased unbilled revenues, decreased accounts receivable, and ~~increased~~decreased gas inventories, partially offset by decreased other current liabilities.

An increase in ~~hosted software asset expenditures~~pension contribution resulted in an additional ~~$4.6~~$0.6 million in cash used for operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, when compared to the same period in the prior year. Pension contributions reflect amounts required by law and discretionary amounts.

Hosted software asset expenditures during the six months ended June 30, 2020 were $1.1 million. This amount represents a decrease of ~~$0.6~~$3.0 million of cash used when compared to the prior year.

MGE

Cash provided by operating activities ~~for~~during the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, was ~~$109.0~~$82.6 million, a decrease of ~~$26.0~~$2.6 million when compared to the same period in the prior year.

Net income increased ~~$2.0~~$4.9 million ~~for~~during the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, when compared to the same period in the prior year.

MGE's federal and state taxes paid ~~increased $3.3~~were $7.4 million ~~for~~during the ~~nine~~six months ended ~~September~~June 30, ~~2019, when compared to~~2019. No payments were made during the ~~same period~~six months ended June 30, 2020. The CARES act extended the first and second quarter tax payments until July 15, 2020, at which time $2.6 million was paid.

Working capital accounts (excluding prepaid and accrued taxes) resulted in $0.1 million in cash used for operating activities during the ~~prior year.~~six months ended June 30, 2020, primarily due decreased other current liabilities and decreased accounts payable, partially offset by decreased accounts receivable and decreased unbilled revenues.

Working capital accounts (excluding prepaid and accrued taxes) resulted in $11.7 million in cash used for operating activities for the nine months ended September 30, 2019, primarily due to decreased accounts payable, decreased other current liabilities, and increased gas inventories, partially offset by decreased unbilled revenues and decreased accounts receivable. The decrease in other current liabilities is attributable to a $3.2 million one-time tax bill credit to retail customers in 2019.

~~Working capital accounts (excluding prepaid and accrued taxes) resulted in $19.3~~$16.9 million in cash provided by operating activities ~~for~~during the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, primarily due to decreased unbilled revenues,

decreased accounts receivable, and ~~increased~~decreased gas inventories, partially offset by decreased other current liabilities.

Hosted software asset expenditures during the six months ended June 30, 2020 were $1.1 million. This amount represents a decrease of ~~$0.6~~$3.0 million of cash used when compared to the prior year.

Cash Used for Investing Activities

MGE Energy

MGE Energy's cash used for investing activities ~~decreased $18.9~~increased $6.1 million ~~for~~during the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, when compared to the same period in the prior year.

Capital expenditures ~~for~~during the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, were ~~$128.4~~$85.2 million. This amount represents ~~a decrease~~an increase of ~~$20.6~~$6.1 million from the expenditures made in the same period in the prior year. This ~~decrease~~increase primarily reflects expenditures on the construction of the ~~Saratoga wind project in~~Two Creeks and Badger Hollow I and II solar construction projects. 2020 capital expenditures increased $21.8 million over the prior ~~year. 2019 capital expenditures include $48.2 million~~year related to the Two Creeks and Badger Hollow I and II solar construction projects. Total cost of the two projects is expected to be approximately $130 million. ~~The projects are anticipated to be completed by the end of 2020.~~

MGE

MGE's cash used for investing activities ~~decreased $20.8~~increased $6.7 million ~~for~~during the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, when compared to the same period in the prior year.

Cash Provided byby/Used for Financing Activities

MGE Energy

Cash provided by MGE Energy's financing activities was ~~$1.1~~$51.3 million ~~for~~during the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, compared to ~~$37.9~~$16.4 million of ~~provided by~~cash used for MGE Energy's financing activities for the same period in the prior year.

~~For~~During the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, dividends paid were ~~$35.6~~$25.0 million compared to ~~$34.1~~$23.4 million in the prior year. ~~This~~The increase ~~was a result of~~reflected a higher dividend rate per share ($~~1.028~~0.705 vs. ~~$0.983)~~$0.675).

During the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2020, MGE Energy issued ~~$100.0~~common stock for net proceeds of $79.6 million, which will used for general corporate purposes including capital expenditures such as Two Creeks, Badger Hollow I and II, Renewable Energy Rider solar projects, and other capital projects.

During the six months ended June 30, 2020, MGE borrowed $19.3 million of ~~senior unsecured notes,~~Industrial Development Revenue Refunding Bonds which was used to refinance ~~$20.0~~$19.3 million of ~~maturing long-term notes and assist with financing additional capital expenditures. The increase in long-term debt primarily reflects expenditures on the construction of the Saratoga wind project.~~existing Industrial Development Revenue Refunding Bonds at a lower interest rate.

~~For~~During the ~~nine~~six months ended ~~September~~June 30, 2019, net short-term debt borrowings were ~~$41.5 million compared to~~$10.5 million. There were no net short-term debt ~~repayments of $4.0 million for~~borrowings during the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2020.

MGE

During the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, cash provided by MGE's financing activities was ~~$20.0~~$18.2 million, compared to ~~$53.0~~$4.3 million of cash ~~provided by~~used for MGE's financing activities for the same period in the prior year.

51
Capital contributions made by MGE Energy to MGE were $30.0 million during the six months ended June 30, 2020. There were no capital contributions made by MGE Energy to MGE during the six months ended June 30, 2019.

Distributions to parent from noncontrolling interest, which represent distributions from MGE Power Elm Road and MGE Power West Campus to MGE Energy, were ~~$17.0~~$8.5 million ~~for~~during the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, compared to ~~$19.0~~$11.5 million in the prior year.

During the ~~nine~~six months ended ~~September~~June 30, ~~2018~~2020, MGE ~~issued $100.0~~borrowed $19.3 million of ~~senior unsecured notes,~~Industrial Development Revenue Refunding Bonds which was used to refinance ~~$20.0~~$19.3 million of ~~maturing long-term notes and assist with financing additional capital expenditures. The increase in long-term debt primarily reflects expenditures on the construction of the Saratoga wind project.~~existing Industrial Development Revenue Refunding Bonds at a lower interest rate.

Capitalization Ratios

MGE Energy's capitalization ratios were as follows:

MGE Energy

September 30, 2019

December 31, 2018

Common shareholders' equity
60.8 %

61.5 %

Long-term debt^(a)
35.3 %

37.5 %

Short-term debt
3.9 %

1.0 %

	MGE Energy
	June 30, 2020	December 31, 2019
Common shareholders' equity	63.8 %	61.2 %
Long-term debt^(a)	36.2 %	38.8 %

(a)Includes the current portion of long-term debt.

MGE Energy's and MGE's Capital Requirements

MGE Energy's and MGE's liquidity are primarily affected by their capital expenditure requirements. During the ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, capital expenditures for MGE Energy and MGE totaled ~~$128.4~~$85.2 million, which included ~~$126.2~~$83.7 million of utility capital expenditures. Included in the utility capital expenditures are costs associated with the Two Creeks and Badger Hollow I and II solar construction projects.

Currently the COVID-19 pandemic and associated governmental regulations are not expected to significantly delay or disrupt the Two Creeks solar project. Badger Hollow I solar project was expected to be completed in 2020 and is now expected to be completed in April 2021. Badger Hollow II solar project was expected to be completed in December 2021 and is now expected to be completed in December 2022. No significant increase in costs is expected due to the delays. We will continue to monitor other capital project timelines as presented in the 2020-2022 capital expenditure forecast included under Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources in the 2019 Annual Report on Form 10-K.

Credit Ratings

MGE Energy's and MGE's access to the capital markets, including, in the case of MGE, the commercial paper market, and their respective financing costs in those markets, may depend on the credit ratings of the entity that is accessing the capital markets.

None of MGE Energy's or MGE's borrowings are subject to default or prepayment as a result of a downgrading of credit ratings, although a downgrading of MGE's credit ratings could increase fees and interest charges under both

MGE Energy's and MGE's credit agreements.

Environmental Matters

The following discussion is limited to updates or developments in environmental matters that occurred during the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. Further discussion of environmental matters is included in ~~MGE Energy's and MGE's 2018~~the 2019 Annual Report on Form 10-K and Footnote ~~9.a.~~8.a. of Notes to Consolidated Financial Statements in this Report.

~~EPA Affordable Clean Energy (ACE) Rule~~Federal and ~~Associated Rules Under Section 111(d) of~~State Environmental Compliance During the ~~Clean Air Act (CAA)~~Current Pandemic

In July 2019, the EPA published a final rule which repeals the CPP and creates the replacement Affordable Clean Energy (ACE) rule to reduce greenhouse gas emissions from existing coal-fired EGUs. The ACE rule will apply to Columbia and the Elm Road Units.

MGE ~~is currently evaluating how this rule may impact operations. Until~~was identified as an essential business under the State of ~~Wisconsin develops~~Wisconsin's Safer at Home directive. It has been operating with full staff and has continued to prioritize its compliance with all applicable environmental regulations. MGE continues to follow local orders, as well as state department of health and Center for Disease Control guidance to operate in a ~~plan that is accepted by~~manner to address potential spread of COVID-19 in order for the essential utility services to operate without interruptions. The EPA and the WDNR have both provided guidance for regulated entities if compliance with regulations becomes unfeasible due to the current outbreak of COVID-19. In late June 2020, the EPA announced that COVID-19 guidance sunsets on August 31, 2020. MGE has developed contingencies for remaining in compliance during the pandemic and does not expect to rely on state or federal noncompliance relief. However, management cannot predict with certainty whether COVID-19 will ~~not be able to determine the final impact of the rule.~~disrupt these compliance activities. MGE will continue to ~~evaluate the rule~~build contingencies into compliance operations and ~~monitor ongoing and potential legal proceedings associated~~communicate with ~~the CPP and ACE rules.~~regulators as needed during this unprecedented time.

~~U.S. Court of Appeals for the D.C. Circuit’s~~Ozone National Ambient Air Quality Standards (NAAQS): Remand of ~~CSAPR~~

~~The~~ EPA's ~~final update~~Decision to ~~its Cross State Air Pollution Rule (CSAPR), which regulates interstate transport of the air pollutants sulfuric oxide (SO~~₂~~) and nitrogen oxides (NO~~_x~~), has been in place since 2016 and MGE has been complying with the provisions of the rule.~~Give a Partial Attainment to Milwaukee County

~~CSAPR has been subject to ongoing legal challenges.~~ In ~~September 2019,~~May 2018, the ~~U.S.~~EPA issued a final rule that designated the northeast portion of Milwaukee County as being in nonattainment with the Ozone NAAQS. All other portions of Milwaukee County were deemed in attainment with Ozone NAAQS. The Elm Road Units are located in Milwaukee County, outside the designated nonattainment area. In August 2018, several environmental groups, the City of Chicago, and the State of Illinois filed federal lawsuits challenging several of the EPA's attainment designation decisions, including the partial Milwaukee County designation as being too narrow and not sufficiently protective. In July 2020, the United States District Court of ~~Appeals D.C. Circuit upheld~~ the ~~challenge to the CSAPR's approach to the Clean Air Act's "Good Neighbor Provision" and~~District of Columbia remanded the ~~rule~~partial Milwaukee County attainment designation back to EPA for further explanation. MGE is monitoring the ~~EPA without vacatur. The court indicated~~outcome of EPA's remand analysis and how it may affect our Elm Road Units in Milwaukee County. At this time, MGE expects that the ~~EPA's leniency~~2015 Ozone NAAQS will not have a material effect on the upwind states by not holding them to the same deadlines as downwind states effectively causes downwind states to miss attainment deadlines or over comply to meet deadlines. No deadline has been set for the EPA to revise the rule. Wisconsin is considered an upwind state under CSAPR and is potentially impacted by rules that the EPA will develop to address this remand. MGE will continue to monitor developments to determine if our operations will be impacted by any rule revisions.its existing plants based on final designations.

Other Matters

ATC

2013 FERC Complaint - In 2013, several parties filed a complaint with the FERC seeking to reduce the base return on equity (ROE) used by MISO transmission owners, including ~~ATC, "due to changes in the capital markets."~~ATC. The complaint ~~alleged~~provided for a statutory refund period of November 2013 through February 2015. The complaint asserted that the MISO ROE should not exceed 9.15%, that the equity components of hypothetical capital structures should be restricted to 50%, and that the relevant incentive ROE adders should be discontinued. At the time MISO's base ROE was 12.38% and ATC's base ROE was 12.2%. On September 28, 2016, FERC issued an order, ~~on the 2013 complaint,~~ for the period November 2013 through February 2015, reducing ~~the~~ATC's base ROE to 10.32%. In November 2019, FERC issued an order to further reduce ATC's base ROE to 9.88%. In May 2020, the FERC issued an opinion further refining the methodology for setting the ROE that electric utilities are authorized to earn. This increased the ROE from 9.88% to 10.02%. This base ROE ~~also became~~is effective for the 2013 FERC complaint period and for all periods following September 28, 2016, and will apply to future periods until FERC rules in the second complaint described below, at which time the base ROE ordered by FERC in the second complaint will prospectively become the authorized base ROE.2016.

2015 FERC Complaint - In February 2015, several parties filed a ~~second~~ complaint ~~was filed for the period February 2015 through May 2015~~ with the FERC ~~requesting a reduction in~~seeking to reduce the base ROE used by MISO transmission owners, including ATC, to 8.67%,. The complaint provided for a statutory refund period of February 2015 through May 2016 with a refund effective date retroactive to the complaint filing ~~date of the complaint.~~date. In June 2016, an administrative law judge issued an initial decision for the ~~second~~ complaint that would reduce the transmission owner's base ROE to 9.7%. ~~The initial decision will be reviewed~~In November 2019, FERC issued an order dismissing the complaint with the determination that the ROE was reasonable. As a result of this order and the methodology FERC used to

determine the applicable ROE in the 2013 FERC complaint, several parties have requested a rehearing by FERC. ~~It is anticipated~~If FERC ~~will issue~~denies these requests, the complainants are likely to file an ~~order on this issue~~appeal with the appellate court. Any change to ATC's ROE could result in ~~2019.~~lower equity earnings and distributions from ATC in the future.

In January 2015, FERC accepted the transmission ~~owner's~~owners' request for a 50 basis-point incentive ROE adder for participating in MISO. The adder became effective January 6, 2015.

As of December 31, 2018, our share of the estimated refund recorded was $2.5 million, including interest. Following the November 2019 order, our share of ATC's earnings reflects a pre-tax adjustment of $2.0 million, including interest, related to the 2013 complaint refund period and from September 28, 2016 through December 31, 2019. As a result of the May 2020 order, our share of ATC's earnings reflects a $0.6 million reduction of our reserve. Additionally, our share of ATC's earnings reflects the derecognition of a possible refund related to the 2015 complaint as ATC considers such a refund to be no longer considered probable due to FERC's November 2019 dismissal of that complaint. However, due to pending requests for rehearing, a loss related to the 2015 complaint remains possible. Our share of the estimated refund for the 2015 complaint is approximately $2.4 million. As of December 31, 2019, our share of the estimated refund amount reflected a net increase in ATC's earnings with a pre-tax adjustment of $0.6 million, inclusive of interest. We derived approximately ~~6.8%~~8.6% and ~~6.3%~~8.0% of our net income ~~for~~during the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, respectively, from our investment in ATC. ~~Any change to ATC's ROE could result in lower equity earnings and distributions from ATC in the future.~~

Adoption of Accounting Principles and Recently Issued Accounting Pronouncements

See Footnote 2 of Notes to Consolidated Financial Statements in this Report for discussion of new accounting pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

MGE Energy and MGE are potentially exposed to market risk associated with interest rates, commodity prices, and equity returns. MGE currently has no exposure to foreign currency risk. MGE manages some risk exposure through risk management policies and the use of derivative instruments. MGE's risk management policy prohibits speculative trading transactions.

Commodity Price Risk

MGE has commodity price risk exposure with respect to the price of natural gas, electricity, coal, emission credits, and oil. MGE's electric operations burn natural gas in several of its peaking power plants and, in many cases, the cost of purchased power is tied to the cost of natural gas. MGE employs established policies and procedures to

reduce the market risks associated with changing commodity prices. MGE's commodity risks are ~~somewhat~~substantially mitigated by the current ratemaking process in place for recovering electric fuel cost, purchased energy costs, and the cost of natural gas.

MGE's electric fuel costs are subject to fuel rules established by the PSCW. The fuel rules require the PSCW and Wisconsin utilities to defer electric fuel-related costs that fall outside a symmetrical cost tolerance band. Any ~~over/~~over or under recovery of the actual costs in a year outside of the symmetrical cost tolerance band is determined in the following year and is then reflected in future billings to electric retail customers. Under the electric fuel rules, MGE is required to defer the benefit of lower costs if the actual electric fuel costs fall outside the lower end of the range and is required to defer costs, less any excess revenues, if the actual electric fuel costs exceed the upper end of the range. Excess revenues are defined as revenues in the year in question that provide MGE with a greater return on common equity than authorized by the PSCW in MGE's latest rate order. The range is defined by the PSCW and has been modified throughout the years based on market conditions and other relevant factors. Currently, MGE is subject to a plus or minus 2% range. MGE assumes the risks and benefits of variances that are within the cost tolerance band. For ~~2019,~~2020, $73.9 million in fuel and purchased power costs were subject to this rule and included in MGE's fuel monitoring level ~~rates are $77.3 million.~~rates. See Footnote ~~10.b.~~9.b. of the Notes to Consolidated Financial Statements in this Report for additional information.

MGE recovers the cost of natural gas in its gas utility segment through the purchased gas adjustment clause (PGA). Under the PGA, MGE is able to pass through to its gas customers the cost of gas. If the commodity costs of gas exceed a monthly benchmark amount, the excess amount is subject to a prudence review and approval by the

PSCW before it can be passed through to customers.

MGE also reduces price risk caused by market fluctuations via physical contracts and financial derivative contracts, including futures, swaps, options, forwards, and other contractual commitments. The maximum length of time over which cash flows related to energy commodities can be hedged under applicable PSCW approvals is four years.

MGE has financial gas and electric commodity contracts to hedge commodity price risk in the gas and electric utility segments. These contracts are primarily comprised of exchange-traded option and future contracts. MGE also holds financial transmission rights (FTRs), which are used to hedge the risk of increased transmission congestion charges. As of ~~September~~June 30, ~~2019,~~2020, the cost basis of these instruments exceeded their fair value by ~~$0.2~~less than $0.1 million. Under the PGA clause and electric fuel rules, MGE may include the costs and benefits of the aforementioned fuel price risk management tools in the costs of fuel (natural gas or power). Because these ~~costs/~~costs or benefits are recoverable, the related unrealized ~~loss/~~loss or gain has been deferred on the consolidated balance sheets as a regulatory ~~asset/liability.~~asset or liability, respectively.

MGE has also entered into a purchased power agreement that provides MGE with firm capacity and energy that began on June 1, 2012, and ends on May 31, 2022 (the "base term"). The agreement also allows MGE an option to extend the contract after the base term. The agreement is considered a derivative contract and is recognized at its fair value on the consolidated balance sheets. However, the derivative qualifies for regulatory deferral and is recognized with a corresponding regulatory asset or liability depending on whether the fair value is in a loss or gain position. The fair value of the contract as of ~~September~~June 30, ~~2019, reflects~~2020, reflected a loss position of ~~$29.0~~$20.4 million.

Interest Rate Risk

Both MGE Energy and MGE may have short term borrowings at varying interest rates. MGE issues commercial paper for its short-term borrowings, while MGE Energy draws from its current credit facility to meet its short-term borrowing needs. Borrowing levels vary from period to period depending upon capital investments and other factors. Future short-term interest expense and payments will reflect both future short-term interest rates and borrowing levels. MGE Energy and MGE manage interest rate risk by limiting their variable rate exposure and continually monitoring the effects of market changes on interest rates. MGE is not exposed to changes in interest rates on a substantial portion of its long-term debt until that debt matures and is refinanced at market rates.

Equity Price Risk - Pension-Related Assets

MGE currently funds its liabilities related to employee benefits through trust funds. These funds, which include investments in debt and equity securities, are managed by various third-party investment managers. Changes in market value of these investments can have an impact on the future expenses related to these liabilities.

The value of employee benefit plan assets has declined by approximately 2% during the six months ended June 30, 2020.

Credit Risk - Counterparty

Credit risk is the loss that may result from counterparty nonperformance. MGE is exposed to credit risk primarily through its merchant energy business. MGE uses credit policies to manage ~~its~~ credit risk, which include ~~utilizing~~ an established credit approval process, ~~monitoring~~ counterparty limits, ~~employing~~ credit mitigation measures such as collateral or prepayment arrangements, and using netting agreements.

Due to the possibility of extreme volatility in the prices of energy commodities and derivatives, the market value of contractual positions with individual counterparties could exceed established credit limits or collateral provided by those counterparties. If such a counterparty were then to fail to perform its obligations under its contract (for example, fail to deliver the electricity MGE originally contracted for), MGE could sustain a loss that could have a material impact on its financial results.

Additionally, if a counterparty were to default and MGE were to liquidate all contracts with that entity, MGE's credit loss ~~would include~~could include: the loss in value of mark-to-market ~~contracts;~~contracts, the amount owed for settled ~~transactions;~~transactions, and additional payments ~~if any,~~ to settle unrealized losses. As of ~~September~~June 30, ~~2019,~~2020, no counterparties ~~have~~had defaulted.

MGE is obligated to provide service to all electric and gas customers within its ~~respective~~ franchised territories. MGE's franchised electric territory includes a 264 square-mile area in Dane County, Wisconsin, and MGE's franchised gas territory includes a service area covering 1,684 square miles in Wisconsin. Based on results for the year ended December 31, ~~2018,~~2019, no one customer constituted more than 10% of total operating revenues for MGE Energy and MGE. Credit risk for electric and gas is managed by MGE's credit and collection policies, which are consistent with state regulatory requirements.

Cash, cash equivalents, and customer accounts receivable are the financial instruments that potentially subject MGE Energy and MGE to concentrations of credit risk. MGE Energy and MGE place their cash and cash equivalents with high credit-quality financial institutions. MGE has limited concentrations of credit risk from customer accounts receivable because of the large number of customers and relatively strong economy in its service territory.

Item 4. Controls and Procedures.

During the ~~third~~second quarter of ~~2019,~~2020, each registrant's management, including the principal executive officer and principal financial officer, evaluated its disclosure controls and procedures related to the recording, processing, summarization, and reporting of information in its periodic reports that it files with the SEC. These disclosure controls and procedures have been designed to ensure that material information relating to that registrant, including its subsidiaries, is accumulated and made known to that registrant's management, including these officers, by other employees of that registrant and its subsidiaries as appropriate to allow timely decisions regarding required disclosure, and that this information is recorded, processed, summarized, evaluated, and reported, as applicable, within the time periods specified in the SEC's rules and forms. The evaluations take into account changes in the internal and external operating environments that may impact those controls and procedures. Due to the inherent limitations of control systems, not all misstatements may be detected. These inherent limitations include the realities that judgments in decision making can be faulty and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Also, MGE Energy does not control or manage certain of its unconsolidated entities and thus, its access and ability to apply its procedures to those entities is more limited than is the case for its consolidated subsidiaries.

As of ~~September~~June 30, ~~2019,~~2020, each registrant's principal executive officer and principal financial officer concluded that its disclosure controls and procedures were effective. Each registrant intends to strive continually to improve its disclosure controls and procedures to enhance the quality of its financial reporting.

During the quarter ended ~~September~~June 30, ~~2019,~~2020, there were no changes in either registrant's internal controls over financial reporting that materially affected, or are reasonably likely to affect materially, that registrant's internal control over financial reporting.

PART II. OTHER INFORMATION.

Item 1. Legal Proceedings.

MGE Energy and MGE

MGE Energy and its subsidiaries, including MGE, from time to time are involved in various legal proceedings that are handled and defended in the ordinary course of business.

See Footnote ~~9.a.~~8.a. and ~~9.b.~~8.b. of Notes to Consolidated Financial Statements in this Report for more information.

Item 1A. Risk Factors.

Except as set forth below, during the six months ended June 30, 2020, there were no material changes to the Risk Factors disclosed in Item 1A – "Risk Factors" in the 2019 Annual Report on Form 10-K.

Pandemic virus or diseases, including COVID-19, could have a material adverse effect on our business, financial condition and liquidity.

The outbreak of the Coronavirus Disease 2019 (COVID-19), and the implemented and evolving steps being taken to address it, could adversely affect our service area, our business, our financial condition and our liquidity. Possible effects include:

Reduced economic activity impacting the use of electricity and gas services

The continued spread of COVID-19 may have a material adverse impact on the local economy in our service area, which could impact our business, results of operations, and financial condition. Federal, state, and local governments have implemented mitigation measures, including quarantines or closures or reduced operations of businesses, governmental agencies and other institutions. Reduced economic activity can lead to lower consumption of electricity and gas that may not be offset by residential consumption.

Delay in, and possible loss of, payments for utility service

The PSCW has ordered Wisconsin utilities not to charge for late payments and not to disconnect customers for non-payment, which, in combination with the economic hardship caused by quarantine or stay-at-home orders, could result in losses as those payments are received late or not at all. Further, significant delays in those payments could affect our liquidity. Although the PSCW order was lifted in July 2020, we have undertaken to continue to waive late fees for all customers for an undetermined period, which is not expected to extend beyond December 31, 2020.

Regulatory delays

We operate in a regulated business. Delays in regulatory proceedings or the issuance of required permits or variances, due to limited operations, hours or ability to convene necessary meetings, could delay required approvals or permits and affect the timing of activities. The failure to get timely variances could expose us to fines and penalties.

Regulatory recovery of deferred costs

Certain incurred costs are being deferred as regulatory assets for future recovery and not being recognized in the statements of income, reflecting a March 24, 2020, PSCW Order. If recovery of those regulatory assets in customer rates is not approved or is no longer deemed probable, these deferred costs would be recognized as a current period expense, which could be material in the period in which such recognition is required.

Employee and supplier disruptions

Employee absences and supply interruptions could affect our ability to operate and maintain our system.

Volatility in the capital markets

Concerns about COVID-19 and its effects have caused, and may continue to cause, significant volatility in the capital markets. Market volatility as a result of COVID-19 may have a material adverse impact on the value of our employee benefits trusts investments, which could impact our costs for those benefits. The price of our common stock has been volatile and has decreased significantly in recent months. The COVID-19 pandemic and the significant uncertainties it has caused for the global economy, business activity, and business confidence have had, and is likely to continue to have, a significant effect on the market price of securities generally, including our securities.

The situation around COVID-19 remains fluid and the potential for a material impact on the results of operations, financial condition, and liquidity increases the longer the virus disrupts the local economy. Although we expect sales for future periods in 2020 to be negatively impacted by the COVID-19 pandemic, we cannot reasonably estimate with any degree of certainty the actual impact COVID-19 may have on our results of operations, financial position, and liquidity. The extent to which the COVID-19 pandemic may impact our business, operating results, financial condition, or liquidity will depend on future developments, including the duration of the outbreak, business and workforce disruptions, and the effectiveness of actions taken to contain and treat the disease.

Moreover, the effects of the COVID-19 pandemic may heighten many of the other risks described in the section entitled "Risk Factors" in the 2019 Annual Report on Form 10-K including, but not limited to, interest rate changes, rating agency actions, governmental actions and market volatility.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

Period

Total Number of Shares Purchased

Average Price Paid per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs^(a)

Maximum number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs^(a)
July 1-31, 2019

6,556
$
73.42

-

-
August 1-31, 2019

8,676

76.90

-

-
September 1-30, 2019

36,436

75.41

-

-
Total

51,668
$
75.41

-

-

Period	Total Number of Shares Purchased		Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs^(a)	Maximum number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Programs^(a)
April 1-30, 2020	8,544	$	66.89	-	-
May 1-31, 2020	7,708		62.43	-	-
June 1-30, 2020	43,972		65.11	-	-
Total	60,224	$	65.02	-	-

(a) Under the MGE Energy, Inc. Direct Stock Purchase and Dividend Reinvestment Plan (Stock Plan), common stock shares deliverable to plan participants may be either newly issued shares or shares purchased on the open market, as determined from time to time by MGE Energy. During 2020, MGE Energy's transfer agent ~~uses~~used open market purchases to provide shares to meet obligations to participants in the Stock Plan. The shares are purchased on the open market through the transfer agent's securities broker-dealer and then are reissued under the Stock Plan as needed to meet share delivery requirements. The volume and timing of share repurchases in the open market depends upon the level of dividend reinvestment and optional share purchases being made from time to time by plan participants. As a result, there is no specified maximum number of shares to be repurchased and no specified termination date for the repurchases. All shares issued through the Stock Plan, whether newly issued or ~~reissued following~~ open market purchases, are ~~issued and~~ sold pursuant to a registration statement that was filed with the SEC and is currently effective.

Item 4. Mine Safety Disclosures.

Not applicable to MGE Energy and MGE.

Item 5. Other Information.

Not applicable to MGE Energy and MGE.

Item 6. Exhibits.


Ex. No.		Exhibit Description
31.1	*	Certifications Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934 filed by Jeffrey M. Keebler for MGE Energy, Inc.

31.2	*	Certifications Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934 filed by Jeffrey C. Newman for MGE Energy, Inc.

31.3	*	Certifications Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934 filed by Jeffrey M. Keebler for Madison Gas and Electric Company

31.4	*	Certifications Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934 filed by Jeffrey C. Newman for Madison Gas and Electric Company

32.1	**	Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code (Sarbanes-Oxley Act of 2002) filed by Jeffrey M. Keebler for MGE Energy, Inc.

32.2	**	Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code (Sarbanes-Oxley Act of 2002) filed by Jeffrey C. Newman for MGE Energy, Inc.

32.3	**	Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code (Sarbanes-Oxley Act of 2002) filed by Jeffrey M. Keebler for Madison Gas and Electric Company

32.4	**	Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code (Sarbanes-Oxley Act of 2002) filed by Jeffrey C. Newman for Madison Gas and Electric Company

101.INS	*	XBRL Instance
101.SCH	*	XBRL Taxonomy Extension Schema
101.CAL	*	XBRL Taxonomy Extension Calculation
101.DEF	*	XBRL Taxonomy Extension Definition
101.LAB	*	XBRL Taxonomy Extension Labels
101.PRE	*	XBRL Taxonomy Extension Presentation
104.1		Included in the cover page, formatted in Inline XBRL

*		Filed herewith.
**		Furnished herewith.

Signatures - MGE Energy, Inc.

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.

	MGE ENERGY, INC.



Date: ~~November~~August 6, ~~2019~~2020	/s/ Jeffrey M. Keebler
	Jeffrey M. Keebler Chairman, President and Chief Executive Officer (Duly Authorized Officer)



Date: ~~November~~August 6, ~~2019~~2020	/s/ Jeffrey C. Newman
	Jeffrey C. Newman Executive Vice President, Chief Financial Officer, Secretary and Treasurer (Chief Financial and Accounting Officer)

Signatures - Madison Gas and Electric Company

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.

	MADISON GAS AND ELECTRIC COMPANY



Date: ~~November~~August 6, ~~2019~~2020	/s/ Jeffrey M. Keebler
	Jeffrey M. Keebler Chairman, President and Chief Executive Officer (Duly Authorized Officer)



Date: ~~November~~August 6, ~~2019~~2020	/s/ Jeffrey C. Newman
	Jeffrey C. Newman Executive Vice President, Chief Financial Officer, Secretary and Treasurer (Chief Financial and Accounting Officer)

(In thousands)			Balance Sheet Location
Lease assets:
Finance lease assets	$	16,275	Property, plant, and equipment, net
Operating lease assets		300	Other deferred assets and other
Total lease assets	$	16,575
Lease liabilities:
Finance lease liabilities - current	$	932	Other current liabilities
Finance lease liabilities - long-term		17,657	Finance lease liabilities
Operating lease liabilities - current		143	Other current liabilities
Operating lease liabilities - long-term		185	Other deferred liabilities and other
Total lease liabilities	$	18,917

(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Finance leases - Financing cash flows	$	781
Finance leases - Operating cash flows		597
Operating leases - Operating cash flows		108
Lease assets obtained in exchange for lease liabilities:
Finance leases		12,081
Operating leases		239

(In thousands)		Finance		Operating
2019	$	539	$	37
2020		1,644		152
2021		1,428		86
2022		1,309		33
2023		1,228		2
Thereafter		41,317		52
Subtotal		47,465		362
Less: Present value discount		(28,876)		(34)
Lease Liability	$	18,589	$	328

	September 30, 2019		December 31, 2018
Commodity derivative contracts	466,760	MWh	386,440	MWh
Commodity derivative contracts	9,190,000	Dth	5,260,000	Dth
FTRs	4,282	MW	2,252	MW
PPA	1,600	MW	2,050	MW

		Fair Value as of September 30, 2019
(In thousands)		Total		Level 1		Level 2		Level 3
MGE Energy
Assets:
Derivatives, net^(b)	$	1,093	$	525	$	-	$	568
Exchange-traded investments		1,001		1,001		-		-
Total Assets	$	2,094	$	1,526	$	-	$	568
Liabilities:
Derivatives, net	$	30,275	$	687	$	-	$	29,588
Deferred compensation		3,025		-		3,025		-
Total Liabilities	$	33,300	$	687	$	3,025	$	29,588

MGE
Assets:
Derivatives, net^(b)	$	1,093	$	525	$	-	$	568
Exchange-traded investments		178		178		-		-
Total Assets	$	1,271	$	703	$	-	$	568
Liabilities:
Derivatives, net	$	30,275	$	687	$	-	$	29,588
Deferred compensation		3,025		-		3,025		-
Total Liabilities	$	33,300	$	687	$	3,025	$	29,588

		Fair Value as of December 31, 2018
(In thousands)		Total		Level 1		Level 2		Level 3
MGE Energy
Assets:
Derivatives, net	$	1,042	$	296	$	-	$	746
Exchange-traded investments		848		848		-		-
Total Assets	$	1,890	$	1,144	$	-	$	746
Liabilities:
Derivatives, net	$	32,872	$	124	$	-	$	32,748
Deferred compensation		3,078		-		3,078		-
Total Liabilities	$	35,950	$	124	$	3,078	$	32,748

MGE
Assets:
Derivatives, net	$	1,042	$	296	$	-	$	746
Exchange-traded investments		43		43		-		-
Total Assets	$	1,085	$	339	$	-	$	746
Liabilities:
Derivatives, net	$	32,872	$	124	$	-	$	32,748
Deferred compensation		3,078		-		3,078		-
Total Liabilities	$	35,950	$	124	$	3,078	$	32,748

(In thousands) MGE Energy		Electric		Gas		Non-regulated Energy		Transmission Investment		All Others		Consolidation/ Elimination Entries		Consolidated Total
Three Months Ended September 30, 2019
Operating revenues	$	120,607	$	17,377	$	214	$	-	$	-	$	-	$	138,198
Interdepartmental revenues		225		5,679		10,019		-		-		(15,923)		-
Total operating revenues		120,832		23,056		10,233		-		-		(15,923)		138,198
Depreciation and amortization		(13,441)		(2,879)		(1,873)		-		-		-		(18,193)
Other operating expenses		(76,817)		(20,217)		(33)		-		(123)		15,923		(81,267)
Operating income (loss)		30,574		(40)		8,327		-		(123)		-		38,738
Other income, net		1,817		855		-		2,372		160		-		5,204
Interest (expense) income, net		(3,762)		(1,059)		(1,274)		-		264		-		(5,831)
Income (loss) before taxes		28,629		(244)		7,053		2,372		301		-		38,111
Income tax (provision) benefit		(4,948)		183		(1,922)		(646)		(121)		-		(7,454)
Net income (loss)	$	23,681	$	(61)	$	5,131	$	1,726	$	180	$	-	$	30,657

Three Months Ended September 30, 2018
Operating revenues	$	119,175	$	18,407	$	213	$	-	$	-	$	-	$	137,795
Interdepartmental revenues		(20)		4,219		9,912		-		-		(14,111)		-
Total operating revenues		119,155		22,626		10,125		-		-		(14,111)		137,795
Depreciation and amortization		(9,864)		(2,534)		(1,861)		-		-		-		(14,259)
Other operating expenses		(77,847)		(19,824)		(36)		(4)		(138)		14,111		(83,738)
Operating income (loss)		31,444		268		8,228		(4)		(138)		-		39,798
Other income, net		1,763		829		-		1,620		118		-		4,330
Interest (expense) income, net		(3,217)		(963)		(1,320)		-		475		-		(5,025)
Income before taxes		29,990		134		6,908		1,616		455		-		39,103
Income tax (provision) benefit		(7,306)		42		(1,852)		(441)		(40)		-		(9,597)
Net income	$	22,684	$	176	$	5,056	$	1,175	$	415	$	-	$	29,506

Nine Months Ended September 30, 2019
Operating revenues	$	314,886	$	112,547	$	481	$	-	$	-	$	-	$	427,914
Interdepartmental revenues		622		12,571		29,987		-		-		(43,180)		-
Total operating revenues		315,508		125,118		30,468		-		-		(43,180)		427,914
Depreciation and amortization		(39,330)		(8,482)		(5,611)		-		-		-		(53,423)
Other operating expenses		(223,242)		(104,587)		(113)		-		(697)		43,180		(285,459)
Operating income (loss)		52,936		12,049		24,744		-		(697)		-		89,032
Other income, net		5,258		2,579		-		6,808		429		-		15,074
Interest (expense) income, net		(11,253)		(3,132)		(3,838)		-		996		-		(17,227)
Income before taxes		46,941		11,496		20,906		6,808		728		-		86,879
Income tax provision		(6,036)		(2,848)		(5,695)		(1,856)		(232)		-		(16,667)
Net income	$	40,905	$	8,648	$	15,211	$	4,952	$	496	$	-	$	70,212

Nine Months Ended September 30, 2018
Operating revenues	$	312,633	$	106,152	$	904	$	-	$	-	$	-	$	419,689
Interdepartmental revenues		(234)		12,059		29,579		-		-		(41,404)		-
Total operating revenues		312,399		118,211		30,483		-		-		(41,404)		419,689
Depreciation and amortization		(28,817)		(7,374)		(5,563)		-		-		-		(41,754)
Other operating expenses		(228,957)		(99,251)		(113)		(12)		(789)		41,404		(287,718)
Operating income (loss)		54,625		11,586		24,807		(12)		(789)		-		90,217
Other income, net		5,055		2,347		-		5,908		670		-		13,980
Interest (expense) income, net		(9,036)		(2,689)		(4,002)		-		1,180		-		(14,547)
Income before taxes		50,644		11,244		20,805		5,896		1,061		-		89,650
Income tax provision		(11,492)		(2,788)		(5,638)		(1,611)		(263)		-		(21,792)
Net income	$	39,152	$	8,456	$	15,167	$	4,285	$	798	$	-	$	67,858

The following table shows segment information for assets and capital expenditures:

		Utility				Consolidated
(In thousands) MGE Energy		Electric		Gas		Non-regulated Energy		Transmission Investment		All Others		Consolidation/ Elimination Entries		Total
Assets:
September 30, 2019	$	1,288,752	$	379,160	$	259,542	$	69,829	$	447,307	$	(377,617)	$	2,066,973
December 31, 2018		1,193,083		377,005		265,301		66,366		465,661		(378,798)		1,988,618
Capital Expenditures:
Nine months ended September 30, 2019	$	101,609	$	24,551	$	2,229	$	-	$	-	$	-	$	128,389
Year ended Dec. 31, 2018		176,399		30,497		5,301		-		-		-		212,197

(In millions)
Increased administrative and general costs	$	2.8
Increased electric production expenses		0.8
Increased gas distribution expenses		0.3
Increased other costs		0.5
Decreased transmission costs		(0.4)
Total	$	4.0

		Nine Months Ended September 30,
(In millions)		2019		2018		$ Change
Electric revenues	$	314.9	$	312.6	$	2.3
Fuel for electric generation		(40.2)		(43.9)		3.7
Purchased power		(31.0)		(43.0)		12.0
Total Electric Margins		243.7		225.7		18.0

Gas revenues		112.5		106.2		6.3
Cost of gas sold		(55.2)		(54.1)		(1.1)
Total Gas Margins		57.3		52.1		5.2

Other operating revenues		0.5		0.9		(0.4)
Other operations and maintenance		(144.0)		(132.0)		(12.0)
Depreciation and amortization		(53.4)		(41.8)		(11.6)
Other general taxes		(15.1)		(14.7)		(0.4)
Operating Income	$	89.0	$	90.2	$	(1.2)

(In millions)
Revenue subject to refund, net	$	2.4
Increase in volume		1.0
Rate changes		0.9
Other		0.9
Total	$	5.2