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 155,000 customers in Dane County, Wisconsin, including the city of Madison, and purchases and distributes natural gas to approximately 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 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 2019 Annual Report on Form 10-K.



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During the three months ended June 30, 2020, MGE Energy's earnings were $18.8 million or $0.53 per share compared to $15.5 million or $0.45 per share during the same period in the prior year. MGE's earnings during the three months ended June 30, 2020, were $10.6 million compared to $8.3 million during the same period in the prior year.

During the six months ended June 30, 2020, MGE Energy's earnings were $44.8 million or $1.28 per share compared to $39.6 million or $1.14 per share during the same period in the prior year. MGE's earnings during the six months ended June 30, 2020, were $29.7 million compared to $24.9 million during the same period in the prior year.

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





                              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 six months ended June 30, 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 assets included in rate base also contributed to increased earnings for 2020. A reduction of retail sales driven by the impacts of COVID-19 and 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 to 213 days in 2020.

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 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 2020:

2019/2020 Rate Change Settlement: In December 2018, the PSCW approved a settlement agreement between MGE and intervening parties in the then-pending rate case. The settlement decreased electric rates by 2.24%, or $9.2 million, in 2019. MGE maintained this rate level for 2020, with the exception that MGE's electric rates were adjusted by the 2020 Fuel Cost Plan. The decrease in electric rates reflects the ongoing impacts of the Tax Act. Lower fuel costs and an increase in rate base from renewable generation assets 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 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. Gas rates also 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



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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.





                                                            Costs
                                           Share of      Incurred as     Estimated
                             Share of     Estimated      of June 30,     Completion
             Project        Generation      Costs           2020            Date
                                                            $44.8
         Two Creeks           50 MW      $65 million      million*      End of 2020
                                                            $38.5
         Badger Hollow I      50 MW      $65 million      million*       April 2021
                                                                          December
         Badger Hollow II     50 MW      $65 million    $4.5 million*       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. 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 asset values, if not offset during the remainder of 2020, could affect the value of the pension and postretirement benefit obligations and may affect benefit costs in future years. These costs are expected to be factored into future rate 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. A regulatory liability of approximately $131 million was recorded 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 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



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

ATC Return on Equity: As discussed in "Other Matters" below, ATC's authorized ROE, which is used in calculating its rates and revenues, is the 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 8.6% and 8.0% of our net income during the six months ended June 30, 2020 and 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. Such legislation and rulemaking could significantly increase the costs of owning and operating fossil-fueled generating plants, such as Columbia and the Elm Road Units, from which we derived approximately 43% of our electric generating capacity as of June 30, 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 Affordable Clean Energy (ACE) Rule: In July 2019, the EPA published a final ACE rule to reduce greenhouse gas emissions from existing coal-fired EGUs. The ACE 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. Compliance with the ACE rule may 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 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 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 during the option period.





COVID-19 Update


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 has operated continuously throughout the pandemic and suffered no material disruptions in service nor employment.

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



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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 - PSCW Orders: 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.

?Liquidity: We remain focused on maintaining strong credit quality. Subject to 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.





                                      Outstanding
                                       Commercial
                    Aggregate Bank     Paper and
        Borrower     Commitments       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 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.



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?Revenue and Expense Impacts: We expect that adverse effects of COVID-19 and associated governmental regulations will be partially mitigated due to 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 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 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 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 14 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



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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 June 30, 2020 and 2019





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



                                       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 during the three 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 $3.2 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 10.3%, and residential sales increased by 19.8%, when compared to the prior year.

oA $1.7 million decrease in fuel for electric generation driven by lower generation and market costs and a decrease in customer demand.

oA $0.1 million decrease in purchased power costs driven by lower costs in the market. Average cost per MWH decreased 2%.

?Gas revenues and cost of gas sold

oA $2.0 million decrease in gas revenue driven by lower rates from the adjustment of purchased gas.

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

?A $2.8 million decrease in other operations and maintenance. See consolidated operations and maintenance expenses section below.

?A $0.3 million increase in depreciation and amortization expense.



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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      Three Months Ended June 30,       Three Months Ended June 30,
cooling degree days)       2020        2019     % Change     2020        2019     % Change
Residential            $   34,874  $   30,749     13.4 %    207,328     173,125     19.8 %
Commercial                 47,388      52,762    (10.2)%    399,577     445,437    (10.3)%
Industrial                  2,763       3,322    (16.8)%     38,431      44,314    (13.3)%
Other-retail/municipal      8,050       8,946    (10.0)%     84,491      97,004    (12.9)%
Total retail               93,075      95,779     (2.8)%    729,827     759,880     (4.0)%
Sales to the market           568         790    (28.1)%     19,554      21,614     (9.5)%
Other revenues                104         294    (64.6)%          -           -        - %
Total                  $   93,747  $   96,863     (3.2)%    749,381     781,494     (4.1)%

Cooling degree days
(normal 181)                                                    213         118     80.5 %



Electric margin, a non-GAAP measure, decreased $1.4 million during the three 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 $ (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)

?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 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.

?Rate changes. Rates charged to retail customers during the three months ended June 30, 2020, were $0.5 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%.

?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.



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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      Three Months Ended June 30,       Three Months Ended June 30,
per therm of retail
customer)                 2020        2019     % Change     2020        2019     % Change
Residential           $   15,405  $   16,000     (3.7)%     15,055      14,804      1.7 %
Commercial/Industrial      6,438       7,883    (18.3)%     13,513      14,723     (8.2)%
Total retail              21,843      23,883     (8.5)%     28,568      29,527     (3.2)%
Gas transportation         1,232       1,094     12.6 %     38,910      16,144    141.0 %
Other revenues                 4          93    (95.7)%          -           -        - %
Total                 $   23,079  $   25,070     (7.9)%     67,478      45,671     47.7 %

Heating degree days
(normal 816)                                                   915         873      4.8 %
Average rate per
therm of
retail customer       $    0.765  $    0.809     (5.4)%



Gas margin, a non-GAAP measure, increased $0.6 million during the three months ended June 30, 2020, compared to the same period in 2019, due to the following:





  (In millions)
  Rate changes                   $  0.3
  Revenue subject to refund, net    0.2
  Other                             0.2
  Decrease in volume               (0.1)
  Total                          $  0.6

?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 three months ended June 30, 2020, operations and maintenance expenses decreased $2.8 million, compared to the same period in the prior year. The following contributed to the net change:





  (In millions)
  Decreased electric production expenses     $ (2.0)
  Decreased transmission costs                 (0.7)
  Decreased administrative and general costs   (0.6)
  Decreased other costs                        (0.4)
  Increased electric distribution expenses      0.5
  Increased gas distribution expenses           0.4
  Total                                      $ (2.8)

?Decreased electric production costs 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.



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Consolidated depreciation expense

Electric depreciation expense increased $0.2 million and gas depreciation expense increased $0.1 million during the three months ended June 30, 2020, compared to the same period in the prior year.

Electric and Gas Other Income

Electric other income increased $0.8 million during the three 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 decreased $0.3 million during the three 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 three months ended June 30, 2020 and 2019, net income at the nonregulated energy operations segment was $5.2 million and $5.1 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 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 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

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


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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.



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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      Six Months Ended June 30,         Six Months Ended June 30,
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.



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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       Six Months Ended June 30,        Six Months Ended June 30,
per therm of retail
customer)                 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



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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:





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                            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 six months ended June 30, 2020, except as noted below. Further discussion of the contractual obligations and commercial commitments is included in Footnote 16 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 the 2019 Annual Report on Form 10-K.

Purchase Contracts - MGE Energy and MGE

See item c. within Footnote 8 of Notes to Consolidated Financial Statements in this Report for a description of commitments as of June 30, 2020, that MGE Energy and MGE have entered with respect to various commodity supply and transportation contracts to meet their obligations to deliver natural gas to customers.

Capital Expenditures - MGE Energy and MGE

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 entered into additional future minimum construction commitments of $71.4 million.

Long-term Debt - MGE Energy and MGE

MGE borrowed $19.3 million from the issuance by the City of Madison, Wisconsin of Industrial Development Revenue Refunding Bonds in 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 these bonds were used to 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 6 of the Notes to Consolidated Financial Statements in this Report for further discussion of 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 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 the 2019 Annual Report on Form 10-K for information regarding MGE Energy's and MGE's credit facilities.



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Cash Flows


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





                                     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 during the six months ended June 30, 2020, was $85.5 million, a decrease of $0.4 million when compared to the same period in the prior year.

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

MGE Energy's federal and state taxes paid were $8.0 million during the six months ended June 30, 2019. No payments were made during the six months ended June 30, 2020. The CARES act extended the first and second quarter tax payments until July 15, 2020, at which time $2.8 million was paid.

Working capital accounts (excluding prepaid and accrued taxes) resulted in $1.8 million in cash used for operating activities during the six months ended June 30, 2020, primarily due to 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 $14.4 million in cash provided by operating activities during the six months ended June 30, 2019, primarily due to decreased unbilled revenues, decreased accounts receivable, and decreased gas inventories, partially offset by decreased other current liabilities.

An increase in pension contribution resulted in an additional $0.6 million in cash used for operating activities for the six months ended June 30, 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 $3.0 million of cash used when compared to the prior year.





MGE


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

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

MGE's federal and state taxes paid were $7.4 million during the six months ended June 30, 2019. No payments were made during the 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.





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Working capital accounts (excluding prepaid and accrued taxes) resulted in $0.1 million in cash used for operating activities during the 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 $16.9 million in cash provided by operating activities during the six months ended June 30, 2019, primarily due to decreased unbilled revenues, decreased accounts receivable, and decreased gas inventories, partially offset by decreased other current liabilities.

An increase in pension contribution resulted in an additional $0.6 million in cash used for operating activities for the six months ended June 30, 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 $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 increased $6.1 million during the six months ended June 30, 2020, when compared to the same period in the prior year.

Capital expenditures during the six months ended June 30, 2020, were $85.2 million. This amount represents an increase of $6.1 million from the expenditures made in the same period in the prior year. This increase primarily reflects expenditures on the construction of the Two Creeks and Badger Hollow I and II solar construction projects. 2020 capital expenditures increased $21.8 million over the prior 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.





MGE


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

Capital expenditures during the six months ended June 30, 2020, were $85.2 million. This amount represents an increase of $6.1 million from the expenditures made in the same period in the prior year. This increase primarily reflects expenditures on the construction of the Two Creeks and Badger Hollow I and II solar construction projects. 2020 capital expenditures increased $21.8 million over the prior 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.

Cash Provided by/Used for Financing Activities

MGE Energy

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

During the six months ended June 30, 2020, dividends paid were $25.0 million compared to $23.4 million in the prior year. The increase reflected a higher dividend rate per share ($0.705 vs. $0.675).

During the six months ended June 30, 2020, MGE Energy issued 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 Industrial Development Revenue Refunding Bonds which was used to refinance $19.3 million of existing Industrial Development Revenue Refunding Bonds at a lower interest rate.



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During the six months ended June 30, 2019, net short-term debt borrowings were $10.5 million. There were no net short-term debt borrowings during the six months ended June 30, 2020.





MGE


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

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 $8.5 million during the six months ended June 30, 2020, compared to $11.5 million in the prior year.

During the six months ended June 30, 2020, MGE borrowed $19.3 million of Industrial Development Revenue Refunding Bonds which was used to refinance $19.3 million of existing Industrial Development Revenue Refunding Bonds at a lower interest rate.

During the six months ended June 30, 2019, net short-term debt borrowings were $10.5 million. There were no net short-term debt borrowings during the six months ended June 30, 2020.





Capitalization Ratios


MGE Energy's capitalization ratios were as follows:





                                         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 six months ended June 30, 2020, capital expenditures for MGE Energy and MGE totaled $85.2 million, which included $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



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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 six months ended June 30, 2020. Further discussion of environmental matters is included in the 2019 Annual Report on Form 10-K and Footnote 8.a. of Notes to Consolidated Financial Statements in this Report.

Federal and State Environmental Compliance During the Current Pandemic

MGE was identified as an essential business under the State of 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 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 disrupt these compliance activities. MGE will continue to build contingencies into compliance operations and communicate with regulators as needed during this unprecedented time.

Ozone National Ambient Air Quality Standards (NAAQS): Remand of EPA's Decision to Give a Partial Attainment to Milwaukee County

In May 2018, the 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 the District of Columbia remanded the partial Milwaukee County attainment designation back to EPA for further explanation. MGE is monitoring the 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 2015 Ozone NAAQS will not have a material effect on 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. The complaint 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, for the period November 2013 through February 2015, reducing 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 is effective for the 2013 FERC complaint period and for all periods following September 2016.

2015 FERC Complaint - In February 2015, several parties filed a complaint with the FERC 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. In June 2016, an administrative law judge issued an initial decision for the complaint that would reduce the transmission owner's base ROE to 9.7%. 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



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

In January 2015, FERC accepted the transmission 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 8.6% and 8.0% of our net income during the six months ended June 30, 2020 and 2019, respectively, from our investment in ATC.

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.

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