MGE ENERGY INC - Quarter Report: 2010 September (Form 10-Q)

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended:

September 30, 2010

[ ] 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 53703 (608) 252-7000 www.mgeenergy.com		39-2040501
000-1125		Madison Gas and Electric Company (a Wisconsin Corporation) 133 South Blair Street Madison, Wisconsin 53703 (608) 252-7000 www.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 registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days: Yes [X] No [ ]

Indicate by check mark whether the registrants have submitted electronically and posted on its corporate Web site, if any, 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 registrant was required to submit and post such files): Yes [ X] No [ ]

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

MGE Energy, Inc. and Madison Gas and Electric Company: Yes [ ] No [X]

Page 1

Table of Contents

PART I. FINANCIAL INFORMATION.

3

Filing Format

3

Forward-Looking Statements

3

Where to Find More Information

3

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

4

Item 1. Financial Statements.

5

MGE Energy, Inc.

5

Consolidated Statements of Income (unaudited)

5

Consolidated Statements of Cash Flows (unaudited)

6

Consolidated Balance Sheets (unaudited)

7

Consolidated Statements of Equity (unaudited)

8

Madison Gas and Electric Company

9

Consolidated Statements of Income (unaudited)

9

Consolidated Statements of Cash Flows (unaudited)

10

Consolidated Balance Sheets (unaudited)

11

Consolidated Statements of Equity (unaudited)

12

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

13

Notes to Consolidated Financial Statements (unaudited)

13

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

37

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

58

Item 4. Controls and Procedures.

61

Item 4T. Controls and Procedures.

61

PART II. OTHER INFORMATION.

62

Item 1. Legal Proceedings.

62

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

62

Item 6. Exhibits.

62

Signatures - MGE Energy, Inc.

63

Signatures - Madison Gas and Electric Company

64

Page 2

PART I. FINANCIAL INFORMATION.

Filing Format

This combined quarterly report on 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 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," 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 following sections of the Registrants' 2009 Annual Report on Form 10-K: ITEM 1A. Risk Factors; 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 18, as updated by Part I, Item 1. Financial Statements-Note 9 in this report; and (b) other factors discussed herein and in other filings with the SEC by the registrants.

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 undertake no obligation to publicly release any revision to these forward-looking statements to reflect events or circumstances after the date of this report.

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 Web site maintained by the SEC at http://www.sec.gov, MGE Energy's Web site at http://www.mgeenergy.com, and MGE's Web site at http://www.mge.com. Copies may be obtained from our Web sites free of charge. Information contained on MGE Energy's and MGE's Web sites shall not be deemed incorporated into, or to be a part of, this report.

Page 3

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

Page 4

Item 1. Financial Statements.

MGE Energy, Inc.

Consolidated Statements of Income (unaudited)

(In thousands, except per-share amounts)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
Operating Revenues:
Regulated revenues	$127,243		$106,878		$393,512		$391,056
Nonregulated revenues	695		2,419		3,151		6,941
Total Operating Revenues	127,938		109,297		396,663		397,997
Operating Expenses:
Fuel for electric generation	12,622		9,917		31,765		27,220
Purchased power	18,603		22,736		56,537		68,512
Cost of gas sold	8,300		5,876		70,776		88,456
Other operations and maintenance	40,403		34,920		120,126		107,650
Depreciation and amortization	9,560		10,360		28,263		30,559
Other general taxes	4,098		4,379		12,947		13,481
Total Operating Expenses	93,586		88,188		320,414		335,878
Operating Income	34,352		21,109		76,249		62,119
Other income, net	2,646		2,004		9,314		6,017
Interest expense, net	(4,099)		(3,417)		(12,052)		(10,172)
Income before income taxes	32,899		19,696		73,511		57,964
Income tax provision	(12,990)		(6,974)		(27,790)		(20,397)
Net Income	$19,909		$12,722		$45,721		$37,567
Earnings per Share of Common Stock (basic and diluted)	$0.86		$0.55		$1.98		$1.63
Dividends per share of common stock	$0.375		$0.368		$1.112		$1.092
Average Shares Outstanding (basic and diluted)	23,114		23,114		23,114		23,055

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

Page 5

MGE Energy, Inc.

Consolidated Statements of Cash Flows (unaudited)

(In thousands)

	Nine Months Ended September 30,
	2010		2009
Operating Activities:
Net income	$45,721		$37,567
Items not affecting cash:
Depreciation and amortization	28,263		30,559
Deferred income taxes	9,229		1,756
Provision for doubtful accounts receivable	1,785		2,552
AFUDC - equity funds	(222)		(356)
Employee benefit plan expenses	9,068		5,558
Equity earnings in ATC	(6,374)		(6,112)
Gain on sale of property	(3,129)		(69)
Other items	1,870		1,662
Changes in working capital:
Decrease in current assets	27,514		56,764
Decrease in current liabilities	(10,639)		(20,672)
Dividend income from ATC	5,000		4,656
Cash contributions to pension and other postretirement plans	(15,333)		(12,811)
Other noncurrent items, net	4,627		3,176
Cash Provided by Operating Activities	97,380		104,230
Investing Activities:
Capital expenditures	(43,236)		(54,062)
Capital contributions to investments	(583)		(2,586)
Proceeds from sale of property	3,334		82
Other	(249)		(1,396)
Cash Used for Investing Activities	(40,734)		(57,962)
Financing Activities:
Issuance of common stock	-		6,275
Cash dividends paid on common stock	(25,700)		(25,178)
Repayment of long-term debt	(1,111)		-
Decrease in short-term debt, net	(16,000)		(24,500)
Other	(1,008)		51
Cash Used for Financing Activities	(43,819)		(43,352)
Change in Cash and Cash Equivalents	12,827		2,916
Cash and cash equivalents at beginning of period	4,704		4,106
Cash and cash equivalents at end of period	$17,531		$7,022

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

Page 6

MGE Energy, Inc.

Consolidated Balance Sheets (unaudited)

(In thousands)

	September 30, 2010		December 31, 2009
ASSETS
Current Assets:
Cash and cash equivalents	$17,531		$4,704
Receivable - margin account	2,445		3,495
Accounts receivable, less reserves of $3,638 and $3,701, respectively	31,846		35,309
Other accounts receivable, less reserves of $615 and $541, respectively	4,941		3,041
Unbilled revenues	18,289		29,179
Materials and supplies, at average cost	17,939		15,931
Fossil fuel	8,290		7,870
Stored natural gas, at average cost	27,474		27,193
Prepaid taxes	11,009		30,036
Regulatory assets - current	2,914		-
Other current assets	7,665		8,323
Total Current Assets	150,343		165,081
Other long-term receivables	2,556		2,928
Regulatory assets	115,202		113,375
Other deferred assets and other	7,921		7,282
Property, Plant, and Equipment:
Property, Plant, and Equipment, Net	854,038		719,797
Construction work in progress	102,046		219,967
Total Property, Plant, and Equipment	956,084		939,764
Investments	55,154		53,455
Total Assets	$1,287,260		$1,281,885
LIABILITIES AND CAPITALIZATION
Current Liabilities:
Long-term debt due within one year	$1,667		$1,528
Short-term debt	48,500		64,500
Accounts payable	21,996		35,839
Accrued interest and taxes	10,787		4,028
Deferred income taxes	1,003		2
Other current liabilities	18,454		21,241
Total Current Liabilities	102,407		127,138
Other Credits:
Deferred income taxes	147,924		139,850
Investment tax credit - deferred	2,159		2,394
Regulatory liabilities	21,840		18,477
Accrued pension and other postretirement benefits	115,387		122,946
Other deferred liabilities and other	56,059		48,343
Total Other Credits	343,369		332,010
Capitalization:
Common shareholders' equity	521,745		501,795
Long-term debt	319,739		320,942
Total Capitalization	841,484		822,737
Commitments and contingencies (see Footnote 9)	-		-
Total Liabilities and Capitalization	$1,287,260		$1,281,885

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

Page 7

MGE Energy, Inc.

Consolidated Statements of Equity (unaudited)

(In thousands, except per-share amounts)

	Common Stock			Additional Paid-in Capital		Retained Earnings	Accumulated Other Comprehensive (Loss)/Income			Total
	Shares		Value
Beginning balance - Dec. 31, 2008	22,905	$22,905		$310,202	$144,904			$191	$478,202
Net income					37,567				37,567
Other comprehensive income/(loss):
Net unrealized loss on investments, net of $27 tax								(41)	(41)
Common stock dividends declared ($1.092 per share)					(25,178)				(25,178)
Common stock issued, net	209	209		6,066					6,275
Ending Balance - Sept. 30, 2009	23,114	$23,114		$316,268	$157,293			$150	$496,825
Beginning balance - Dec. 31, 2009	23,114	$23,114		$316,268	$162,208			$205	$501,795
Net income					45,721				45,721
Other comprehensive income/(loss):
Net unrealized loss on investments, net of $48 tax								(71)	(71)
Common stock dividends declared ($1.112 per share)					(25,700)				(25,700)
Ending Balance - Sept. 30, 2010	23,114	$23,114		$316,268	$182,229			$134	$521,745

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

Page 8

Madison Gas and Electric Company

Consolidated Statements of Income (unaudited)

(In thousands)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
Operating Revenues:
Regulated electric revenues	$109,849		$91,734		$279,281		$253,059
Regulated gas revenues	17,394		15,144		114,231		137,997
Nonregulated revenues	695		2,419		3,151		6,941
Total Operating Revenues	127,938		109,297		396,663		397,997
Operating Expenses:
Fuel for electric generation	12,622		9,917		31,765		27,220
Purchased power	18,603		22,736		56,537		68,512
Cost of gas sold	8,300		5,876		70,776		88,456
Other operations and maintenance	40,147		34,805		119,522		107,060
Depreciation and amortization	9,560		10,360		28,263		30,559
Other general taxes	4,098		4,379		12,947		13,481
Income tax provision	11,993		5,947		24,096		17,287
Total Operating Expenses	105,323		94,020		343,906		352,575
Operating Income	22,615		15,277		52,757		45,422
Other Income and Deductions:
AFUDC - equity funds	97		129		222		356
Equity earnings in ATC	2,092		2,110		6,374		6,112
Income tax provision	(1,117)		(796)		(3,894)		(2,508)
Other (deductions) income, net	461		(198)		2,716		(406)
Total Other Income and Deductions	1,533		1,245		5,418		3,554
Income before interest expense	24,148		16,522		58,175		48,976
Interest Expense:
Interest on long-term debt	4,755		4,104		14,028		12,313
Other interest, net	(670)		61		(1,815)		93
AFUDC - borrowed funds	(38)		(52)		(87)		(146)
Net Interest Expense	4,047		4,113		12,126		12,260
Net Income	$20,101		$12,409		$46,049		$36,716
Less: Net Income Attributable to Noncontrolling Interest, net of tax	(5,108)		(3,567)		(15,104)		(10,427)
Net Income Attributable to MGE	$14,993		$8,842		$30,945		$26,289

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

Page 9

Madison Gas and Electric Company

Consolidated Statements of Cash Flows (unaudited)

(In thousands)

	Nine Months Ended September 30,
	2010		2009
Operating Activities:
Net income	$46,049		$36,716
Items not affecting cash:
Depreciation and amortization	28,263		30,559
Deferred income taxes	9,239		1,756
Provision for doubtful accounts receivable	1,785		2,552
AFUDC - equity funds	(222)		(356)
Employee benefit plan expenses	9,068		5,558
Equity earnings in ATC	(6,374)		(6,112)
Gain on sale of property	(3,129)		(69)
Other items	2,271		2,124
Changes in working capital:
Decrease in current assets	19,201		58,005
Decrease in current liabilities	(1,127)		(18,919)
Dividend income from ATC	5,000		4,656
Cash contributions to pension and other postretirement plans	(15,333)		(12,811)
Other noncurrent items, net	2,532		3,217
Cash Provided by Operating Activities	97,223		106,876
Investing Activities:
Capital expenditures	(43,236)		(54,062)
Capital contributions to investments	(533)		(2,486)
Proceeds from sale of property	3,334		82
Other	8		(188)
Cash Used for Investing Activities	(40,427)		(56,654)
Financing Activities:
Cash dividends paid to parent by MGE	(19,553)		(12,839)
Distributions to parent from noncontrolling interest	(50,293)		(8,031)
Equity contributions received by noncontrolling interest	533		2,486
Affiliate financing of Elm Road	(4,193)		2,528
Repayment of long-term debt	(1,111)		-
Issuance of long-term debt	50,000		-
Decrease in short-term debt, net	(19,000)		(31,000)
Other	(850)		-
Cash Used for Financing Activities	(44,467)		(46,856)
Change in Cash and Cash Equivalents	12,329		3,366
Cash and cash equivalents at beginning of period	2,474		1,318
Cash and cash equivalents at end of period	$14,803		$4,684

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

Page 10

Madison Gas and Electric Company

Consolidated Balance Sheets (unaudited)

(In thousands)

ASSETS	September 30, 2010		December 31, 2009
Utility Plant (At Original Cost, in Service):
Electric	$833,448		$806,083
Gas	300,057		293,666
Nonregulated	231,896		110,022
Gross plant in service	1,365,401		1,209,771
Less accumulated provision for depreciation	(511,918)		(490,354)
Net plant in service	853,483		719,417
Construction work in progress	102,046		219,967
Total Utility Plant	955,529		939,384
Investment in ATC	53,562		51,656
Other investments	739		897
Total Investments	54,301		52,553
Current Assets:
Cash and cash equivalents	14,803		2,474
Receivable - margin account	2,445		3,495
Accounts receivable, less reserves of $3,638 and $3,701, respectively	31,846		35,279
Affiliate receivables	572		2,572
Other receivables, less reserves of $615 and $541, respectively	4,939		3,038
Unbilled revenues	18,289		29,179
Materials and supplies, at average cost	17,939		15,931
Fossil fuel	8,290		7,870
Stored natural gas, at average cost	27,474		27,193
Prepaid taxes	10,099		18,833
Regulatory assets - current	2,914		-
Other current assets	7,626		8,295
Total Current Assets	147,236		154,159
Other long-term receivables	1,892		2,149
Affiliate receivable long-term	7,546		5,972
Regulatory assets	115,202		113,375
Other deferred assets and other	6,314		5,963
Total Assets	$1,288,020		$1,273,555
CAPITALIZATION AND LIABILITIES
Equity:
Common stockholder's equity	$402,126		$390,782
Noncontrolling interest	144,287		178,943
Total Equity	546,413		569,725
Long-term debt	319,739		272,470
Total Capitalization	866,152		842,195
Current Liabilities:
Long-term debt - due within one year	1,667		-
Short-term debt - commercial paper	14,500		33,500
Accounts payable	21,995		35,826
Affiliate payables	24		4,217
Accrued interest and taxes	22,424		6,125
Accrued payroll related items	8,530		7,870
Deferred income taxes	1,003		2
Other current liabilities	9,687		13,174
Total Current Liabilities	79,830		100,714
Other Credits:
Deferred income taxes	146,591		138,486
Investment tax credit - deferred	2,159		2,394
Regulatory liabilities	21,840		18,477
Accrued pension and other postretirement benefits	115,387		122,946
Other deferred liabilities and other	56,061		48,343
Total Other Credits	342,038		330,646
Commitments and contingencies (see Footnote 9)	-		-
Total Capitalization and Liabilities	$1,288,020		$1,273,555

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

Page 11

Madison Gas and Electric Company

Consolidated Statements of Equity (unaudited)

(In thousands)

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

Page 12

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

Notes to Consolidated Financial Statements (unaudited)

September 30, 2010

1.

Basis of Presentation - MGE Energy and MGE.

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 West Campus and MGE Power Elm Road own electric generating assets and lease those assets to MGE. MGE is considered the primary beneficiary of these entities as a result of these contractual agreements. Both entities are variable interest entities (VIEs) under applicable accounting requirements; therefore, MGE is required to consolidate both entities into its financial results and financial position.

The accompanying consolidated financial statements as of September 30, 2010, and for the three and nine 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 MGE Energy's and MGE's 2009 Annual Report on Form 10-K, but does not include all disclosures required by accounting principles in the United States of America. These notes should be read in conjunction with the financial statements and the notes on pages 70 through 116 of the 2009 Annual Report on Form 10-K.

2.

Equity and Financing Arrangements.

a.

Common Stock - MGE Energy.

Since June 1, 2009, MGE Energy has been purchasing stock in the open market for issuance pursuant to its Stock Plan rather than issuing new shares.

All MGE Energy common stock shares issued under the Stock Plan are sold pursuant to a registration statement that has been filed with the SEC and is currently effective.

MGE Energy may issue new shares of its common stock through the Stock Plan. For the nine months ended September 30, 2010, MGE Energy did not issue any new shares of common stock under the Stock Plan. However, for the nine months ended September 30, 2009, MGE Energy issued 209,065 new shares of common stock under the Stock Plan for net proceeds of $6.3 million.

b.

Dilutive Shares Calculation - MGE Energy.

MGE Energy does not have any dilutive securities.

c.

Secured Debt - MGE Energy and MGE.

On February 4, 2010, MGE Power Elm Road issued $50 million of 5.04% senior secured notes due February 3, 2040. MGE Power Elm Road distributed the net proceeds from the sale of notes to MGE Energy, which used that distribution to repay existing short-term indebtedness, consisting of bank loans, which were used to finance a portion of the construction of the Elm Road Units. The notes provide for monthly principal and interest payments, which commenced on February 25, 2010, and continue until maturity. The principal payments are level over the life of the notes, for an effective average life of 15 years. The Note Purchase Agreement requires MGE Power Elm Road to maintain a debt service coverage ratio at the end of any calendar quarter of not less than 1.25 to 1.00 for the trailing 12-month period. As of September 30, 2010, MGE Power Elm Road is in compliance with the covenant requirements.

d.

Credit Facilities - MGE Energy and MGE.

On March 30, 2010, MGE's existing credit agreement dated March 31, 2009, which provided MGE with a $20 million committed credit facility, expired. MGE's lines of credit are used as backup to MGE's commercial paper.

Page 13

On July 30, 2010, MGE Energy entered into a Credit Agreement dated as of July 30, 2010, with the lenders named therein and JPMorgan Chase Bank, N.A., as Administrative Agent, providing MGE Energy with a $40 million revolving credit facility. That facility replaced MGE Energy's existing Credit Agreement dated as of August 28, 2009, as amended, which was scheduled to expire on August 27, 2010, and which was terminated on July 30, 2010. The new revolving credit facility will expire on July 30, 2013.

On July 30, 2010, MGE entered into a Credit Agreement dated as of July 30, 2010, with the lenders named therein and JPMorgan Chase Bank, N.A., as Administrative Agent, providing MGE with a $75 million revolving credit facility. That facility replaced MGE's existing Amended and Restated Credit Agreement dated as of December 21, 2005, as amended, which was scheduled to expire on December 21, 2010, and which was terminated on July 30, 2010. The new revolving credit facility will expire on July 30, 2013. On August 27, 2010, MGE entered into an amendment that requires MGE to have a period of at least one day, during any 364-day period, on which the principal amount of all outstanding loans thereunder shall be zero.

The new facilities require the respective borrower to maintain a ratio of its consolidated indebtedness to consolidated total capitalization not to exceed a maximum of 65%. As of September 30, 2010, MGE Energy and MGE are in compliance with the covenant requirements.

3.

Comprehensive Income - MGE Energy and MGE.

Total comprehensive income represents the change in equity during a period from transactions and other events and circumstances from nonowner sources. MGE Energy's and MGE's total comprehensive income is:

(In thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
MGE Energy
Net income	$19,909		$12,722		$45,721		$37,567
Unrealized gain (loss) on available-for-sale securities, net of tax ($6 and $1, and $48 and $27)	9		(1)		(71)		(41)
Total comprehensive income	$19,918		$12,721		$45,650		$37,526
MGE
Net income	$20,101		$12,409		$46,049		$36,716
Unrealized gain (loss) on available-for-sale securities, net of tax ($2 and $5, and $32 and $42)	4		(7)		(48)		(63)
Total comprehensive income	$20,105		$12,402		$46,001		$36,653
Less: Comprehensive income attributable to noncontrolling interest	(5,108)		(3,567)		(15,104)		(10,427)
Comprehensive income attributable to MGE	$14,997		$8,835		$30,897		$26,226

4.

Investments - MGE Energy and MGE.

a.

Investment in ATC.

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. That interest is presently held by MGE Transco, which is jointly owned by MGE Energy and MGE.

MGE Transco, through MGE, has a seat on the Board of Directors of ATC. Due to MGE Transco's ability to exercise significant control over management activities, MGE Transco has accounted for its investment in ATC under the equity method of accounting. For the nine months ended September 30, 2010 and 2009, MGE Transco recorded equity earnings from the investment in ATC of $6.4 million (pretax) and $6.1 million (pretax), respectively. Dividend income received from ATC was $5.0 million and $4.7 million for the nine months ended September 30, 2010 and 2009, respectively. During the nine months ended September 30, 2010 and 2009, MGE Transco made capital contributions of $0.5 million and $2.5 million, respectively.

During March 2010, MGE sold a parcel of land in Middleton, Wisconsin to ATC for $2.7 million, resulting in a gain of $2.6 million (pretax). The transaction was approved by the PSCW.

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At September 30, 2010, MGE is the majority owner and MGE Energy, the holding company, is the minority owner of MGE Transco. MGE Energy's proportionate share of the equity and net income of MGE Transco is classified within the MGE financial statements as noncontrolling interest.

ATC's summarized financial data for the three and nine months ended September 30, 2010 and 2009, is as follows:

(In thousands)	2010		2009
Income statement data for the three months ended September 30
Operating revenues	$136,889		$132,288
Operating expenses	(59,732)		(58,743)
Other expense, net	(609)		(147)
Interest expense, net	(21,530)		(19,595)
Earnings before members' income taxes	$55,018		$53,803
MGE Energy's and MGE's equity earnings in ATC	$2,092		$2,110
Income statement data for the nine months ended September 30
Operating revenues	$414,046		$387,536
Operating expenses	(185,067)		(172,315)
Other expense, net	(1,428)		(276)
Interest expense, net	(63,361)		(57,513)
Earnings before members' income taxes	$164,190		$157,432
MGE Energy's and MGE's equity earnings in ATC	$6,374		$6,112

b.

Other Investments.

MGE Energy and MGE hold available for sale securities in both publicly traded and privately held companies. During the nine months ended September 30, 2010 and 2009, no investments were liquidated.

5.

Taxes - MGE Energy and MGE.

a.

Accounting for Uncertainty in Income Taxes.

MGE Energy and MGE account for the difference between the tax benefit amount taken on prior year tax returns, or expected to be taken on a current year tax return, and the tax benefit amount recognized in the financial statements as an unrecognized tax benefit.

MGE Energy filed an application with its 2009 tax returns to change its tax method of accounting for repairs. This method change accelerated tax deductions for repairs in accordance with Treasury Regulations and case law, as compared to the prior method of claiming tax depreciation on project costs. At September 30, 2010, MGE Energy and MGE have an unrecognized tax benefit in the amount of $4.0 million for the tax uncertainty related to the change in tax method of accounting for repairs.

b.

Effective Tax Rate.

MGE Energy's effective income tax rates for the three and nine months ended September 30, 2010, are 39.5% and 37.8%, respectively, compared to 35.4% and 35.2% for the same periods in 2009; and MGE's effective income tax rate for the three and nine months ended September 30, 2010, are 39.5% and 37.8%, respectively, compared to 35.2% and 35.0% for the same periods in 2009. The increase in effective tax rate is, in part, attributable to a lower wind energy production tax credit and domestic manufacturing deduction.

Page 15

c.

Medicare Part D Subsidy.

On March 23, 2010, the Patient Protection and Affordable Care Act (the PPACA) was enacted. The PPACA effectively changes the tax treatment of federal subsidies paid to sponsors of retiree health benefit plans that provide a benefit that is at least actuarially equivalent to the benefits under Medicare Part D. As a result of the PPACA, these subsidy payments will effectively become taxable in tax years beginning after December 31, 2012. In connection with accounting for Income Taxes, companies are required to reflect the impact of the change in tax law in the period that includes the enactment date of March 23, 2010. MGE anticipates recovery in rates of the incremental tax expense as a result of the legislation. At September 30, 2010, MGE has a regulatory asset of $2.7 million representing the revenue requirement related to PPACA taxes payable, calculated at current statutory rates.

6.

Elm Road - MGE Energy and MGE.

a.

Construction.

MGE Power Elm Road owns an 8.33% ownership interest in each of two 615 MW coal-fired generating units in Oak Creek, Wisconsin. Unit 1 entered commercial operation on February 2, 2010. Unit 2 is under construction, but is expected to enter commercial operation during the fourth quarter of 2010 with a guaranteed contractual in-service date of November 28, 2010. MGE Power Elm Road's sole principal asset is that ownership interest in those generating units. Each owner provides its own financing and reflects its respective portion of the facility and costs in its financial statements. MGE Power Elm Road has leased the Elm Road Units to MGE pursuant to separate facility lease agreements for each unit. These leases were authorized by order of the PSCW in accordance with applicable provisions of Wisconsin law that authorized financing of new generation through facility leases. The PSCW order establishes a cap on the construction costs that may be passed through the lease agreements to MGE and its customers, through rates. Additional costs attributable to force majeure events, as defined in the leases, do not count against this cap but are subject to PSCW review and determination that the costs were prudently incurred.

The estimated share of capital costs for MGE Power Elm Road's ownership interest in both units is approximately $180 million (excluding capitalized interest). At September 30, 2010, $121.9 million related to this project was placed in-service and $55.0 million (excluding capitalized interest) related to this project is reflected in the construction work in progress balance on MGE Energy's and MGE's consolidated balance sheets. MGE Power Elm Road calculates capitalized interest on the Elm Road Units until their respective in-service dates. At September 30, 2010, MGE Power Elm Road recorded a total of $16.2 million in capitalized interest related to the Elm Road Units.

MGE Power Elm Road's interest in the portion of the Elm Road Units in service and the related accumulated depreciation reserves at September 30, 2010, were as follows:

(In thousands)	September 30, 2010
Nonregulated plant	$121,905
Accumulated depreciation	(1,801)
Net plant	$120,104

b.

Consolidation.

In connection with this project, MGE Energy and its subsidiaries entered into various agreements, including facility lease agreements between MGE Power Elm Road (a nonregulated subsidiary of MGE Energy) and MGE with respect to each of the Elm Road Units. The financial terms of the facility leases include a capital structure of 55% equity and 45% long-term debt, a return on equity of 12.7%, a lease term of 30 years, and a 5% lease payment reduction in the first five years.

Based on the nature and terms of the contractual arrangements, MGE absorbs a majority of the expected losses, residual value, or both, associated with the ownership of MGE Power Elm Road and therefore holds a variable interest in MGE Power Elm Road, even though it has no equity interest in MGE Power Elm Road. MGE Energy and MGE consolidate VIEs for which they are the primary beneficiary. MGE has the power to direct the activities that most significantly impact the Elm Road Units' economic performance and is also the party most closely associated with MGE Power Elm Road. As a result, MGE is the primary beneficiary. Accordingly, MGE Power Elm Road has been consolidated in the financial statements of MGE.

Page 16

MGE Energy's share of the equity and net income (through its wholly owned subsidiary MGE Power) of MGE Power Elm Road is classified within the MGE financial statements as noncontrolling interest.

c.

Nonregulated Revenues.

MGE has approval from the PSCW to defer the recovery of the payments made to MGE Power Elm Road for carrying costs during construction of the generating units. MGE estimates that the total carrying costs on the Elm Road project will be approximately $60.4 million. This estimate is subject to change based on changes in interest rates, timing of capital expenditures, and the total project cost.

MGE began collecting the carrying costs in rates in 2006. These amounts are being collected over multiple years. Of these costs, MGE estimates that $16.4 million relates to the capitalized interest and the debt portion of the facility. These costs will be recognized over the period in which the generating units will be depreciated. The remaining $44.0 million is estimated to represent the equity portion and is being recognized over the period allowed for recovery in rates.

During 2010, MGE will recover $16.5 million in electric rates for costs associated with the Elm Road Units. Of this amount, $5.1 million relates to carrying costs. For the nine months ended September 30, 2010, $3.8 million related to the carrying costs were recovered in rates. Of this amount, $0.7 million relates to the debt portion of the facility and was deferred on the consolidated financial statements of MGE Energy and MGE. Since February 2, 2010, when the Elm Road Unit 1 was placed in-service, $0.1 million of the debt portion was recognized. The remaining $1.8 million represents the equity portion and was recognized as nonregulated revenues in the consolidated financial statements of MGE Energy and MGE. Furthermore, an additional $0.9 million was recognized as a true-up of equity during the nine months ended September 30, 2010.

7.

Pension and Postretirement Plans - MGE Energy and MGE.

MGE maintains qualified and nonqualified pension plans, health care, and life insurance benefits. Additionally, MGE has deferred contribution 401(k) benefit plans.

The following table presents the components of MGE Energy's and MGE's net periodic benefit costs recognized for the three and nine months ended September 30, 2010 and 2009. A portion of the net periodic benefit cost is capitalized within the consolidated balance sheets. The PSCW allowed MGE to defer the 2009 incremental pension and OPRB costs above the amounts recovered in rates. During the three and nine months ended September 30, 2010, $0.7 million and $2.0 million, respectively, has been recovered in rates.

(In thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010		2009
Pension Benefits
Components of net periodic benefit cost:
Service cost	$1,469		$1,349		$4,406		$3,996
Interest cost	2,912		2,970		8,734		8,801
Expected return on assets	(2,848)		(2,293)		(8,541)		(6,793)
Amortization of:
Transition obligation	-		36		-		106
Prior service cost	106		110		318		327
Actuarial loss	839		1,207		2,517		3,575
Net periodic benefit cost	$2,478		$3,379		$7,434		$10,012
Postretirement Benefits
Components of net periodic benefit cost:
Service cost	$463		$436		$1,389		$1,307
Interest cost	948		886		2,844		2,659
Expected return on assets	(296)		(208)		(888)		(625)
Amortization of:
Transition obligation	102		97		307		292
Prior service cost	27		65		80		196
Actuarial loss	106		153		316		459
Net periodic benefit cost	$1,350		$1,429		$4,048		$4,288

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8.

Share-Based Compensation - MGE Energy and MGE.

The MGE Energy Board of Directors approved a Performance Unit Plan on December 15, 2006. Under that plan, eligible participants 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 set performance period.

In addition to units granted in 2007 through 2009, on January 15, 2010, 17,310 units were granted based on the MGE Energy closing stock price as of that date. These newly-granted units are subject to a five-year graded vesting schedule. On the grant date, MGE Energy and MGE measured the cost of the employee services received in exchange for the award based on the current market value of MGE Energy common stock. The fair value of the awards, including the outstanding awards granted in 2007 through 2009, has been subsequently re-measured at September 30, 2010, as required by applicable accounting principles. Changes in fair value as well as the original grant have been recognized as compensation cost. Since this amount will be re-measured throughout the vesting period, the compensation cost is subject to variability.

For nonretirement eligible employees, 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 also using the graded vesting method.

During the nine months ended September 30, 2010 and 2009, MGE recorded $0.8 million and $0.7 million, respectively, in compensation expense as a result of this plan. No forfeitures or cash settlements occurred during the aforementioned periods. At September 30, 2010, $0.9 million of these awards were vested.

9.

Commitments and Contingencies.

a.

Environmental - MGE Energy and MGE.

Hazardous materials

On April 7, 2010, the EPA published an Advanced Notice of Proposed Rulemaking (ANPR) for the additional regulation of polychlorinated biphenyls (PCBs). The EPA has indicated that they intend to reassess the use, distribution, marking, and storage for reuse of liquid PCBs in electric and nonelectric equipment. The rule developed as a result of this ANPR may require a phase-out of PCBs in electrical and nonelectrical equipment. MGE has electrical equipment that contains liquid PCBs so any rule that is developed has a potential to affect our capital or operational cost. We will not know the extent, however, until any rule is finalized.

Solid waste

Lenz Oil Site

MGE is listed as a potentially responsible party for a site the EPA has placed on the national priorities Superfund list. The Lenz Oil site in Lemont, Illinois, was used for storing and processing waste oil for several years. This site requires clean up under the Comprehensive Environmental Response, Compensation and Liability Act. A group of companies, including MGE, is currently working on cleaning up the site. Management believes that its share of the final cleanup costs for the Lenz Oil site will not result in any materially adverse effects on MGE's operations, cash flows, or financial position. Insurance may cover a portion of the cleanup costs. Management believes that the cleanup costs not covered by insurance will be recovered in current and future rates. As of December 31, 2009, the EPA has agreed on a remedy for the Lenz Oil site. The remedy included a five-year $2.2 million implementation plan. The EPA has asked all potentially responsible parties to pay upfront for this five-year implementation plan. At September 30, 2010, MGE's portion is less than $0.1 million.

Proposed Regulation of Coal Combustion Byproducts

The EPA published a proposed rule on May 4, 2010, that regulates coal combustion byproducts from the electric generating sector. The proposed regulations may require new or additional monitoring of storage sites, may re-classify ash and other coal combustion byproducts, and may regulate ash storage site structural design. MGE is evaluating the impact of these proposed regulations on our operations. It is not possible to estimate the potential costs associated with the implementation of any of these initiatives at this time.

Page 18

Water quality

MGE is subject to water quality regulations issued by the WDNR. These regulations include discharge standards, which require the use of effluent-treatment processes equivalent to categorical "best practicable" or "best available" technologies under compliance schedules established under the Federal Water Pollution Control Act. The WDNR has published categorical regulations for chemical and thermal discharges from electric-steam generating plants. The regulations limit discharges from MGE's plants into Lake Monona and other Wisconsin waters.

WPDES Thermal Discharge Rule

WDNR rules to regulate thermal effluent discharges from point sources in Wisconsin became effective on October 1, 2010. Any WPDES permit issued after October 1, 2010, will need to meet the revised rule requirements. The rules apply strict standards for thermal discharges into inland lakes, streams, rivers, and the Great Lakes. MGE submitted a thermal analysis with its most recent Blount WPDES permit application that showed thermal impacts within the acceptable limits of the rule. MGE is waiting to hear from the WDNR on their review of the analysis. If the WNDR does not concur with MGE's analysis additional studies could be required. Potential costs at Columbia have not been determined at this time. Based on initial reviews of the current revised rules, we do not expect WCCF or the Elm Road Units to be effected by these rules.

WPDES Phosphorus Nutrient Standards

The WDNR is in the process of developing water quality standards for phosphorus in streams, rivers, and inland lakes, including effluent limitations for dischargers. Blount and WCCF both currently discharge phosphorus under their WPDES permits, and it is likely both facilities may have phosphorus limitations added to their permits. It is unknown what the limitations may be at this time, as the WDNR will calculate the limits based on the status of the receiving water and will take into account all dischargers of phosphorus into each receiving water before setting individual permit limits. The rules will become effective following their publication in the Wisconsin Administrative Code. The Blount WPDES permit renewal application has been submitted to the WDNR. If the phosphorus rules become effective before Blount's WPDES renewal permit is issued (permit issuance is expected in the Spring of 2011) then the newly issued permit will likely include the new phosphorus limits. MGE will not know the full extent of this rule on our operations until the WNDR sets water body-specific and site-specific limits. Because of these uncertainties, we cannot estimate the effect that compliance with developing water quality standards will have on the operation of our generating facilities and our future results of operations, cash flows, and financial position.

WPDES Mercury Discharge Limit

WPDES permit holders in certain industries, including coal-fired electric power plants, are required to meet mercury effluent limits. If permit holders do not meet the mercury limits then they must apply for a variance as part of their next permit renewal with the WDNR. MGE has applied for a mercury variance for Blount as part of its permit renewal, which was submitted in the fall of 2010. If the variance is not approved, MGE may have operational or capital costs associated with meeting the mercury effluent limits when the permit is renewed (in the spring of 2011). Given the uncertainties associated with these proceedings and the time required for their resolution, we cannot predict the eventual outcome of the proceedings or estimate the effect that compliance with developing mercury limits will have on the operation of our generating facilities and our future results of operations, cash flows, and financial position.

Air quality

Air quality regulations promulgated by the EPA and the WDNR in accordance with the Federal Clean Air Act and the Clean Air Act Amendments of 1990 impose restrictions on emission of particulates, sulfur dioxide (SO₂), nitrogen oxides (NO_x), and other pollutants and require permits for operation of emission sources. These permits have been obtained by MGE and must be renewed periodically.

Various initiatives, including the EPA's proposed Transport Rule, maximum achievable control technology (MACT) standards, new source performance standards (NSPS) and the Clean Air Visibility Rule (also known as the Regional Haze Rule), as well as state mercury emissions limits, may result in additional operating and capital expenditure costs for electric generating units.

Page 19

EPA's Proposed Transport Rule (To Replace the Clean Air Interstate Rule (CAIR))

On July 6, 2010, the EPA issued a proposed initial rule called the "Transport Rule" designed to address ozone and fine particulate air pollution from 31 states in the eastern portion of the United States. The 31 states will need to reduce NO_x and SO₂ air emissions, which are "pre-cursors" or cause the formation of particulate matter and/or ozone pollution. The proposed rule includes the EPA's preferred option and two alternative approaches to reducing emissions and the EPA is seeking comments on these approaches. The EPA's preferred option uses state emissions budgets and intrastate allowance trading (limited interstate trading will be allowed) to achieve reductions in NO_x and SO_2­. The first alternative does not allow any interstate allowance trading and the second alternative does not permit either interstate or intrastate trading, but specifies allowable emission limits for each power plant. In addition, the EPA will require Federal Implementation Plans for those states that significantly contribute to nonattainment or maintaining attainment in neighboring states. Under the proposed rule, states are divided into three categories: (1) those contributing to particulate matter pollution, (2) those contributing to ozone pollution, and (3) those contributing to both. Wisconsin has been identified as a state contributing to particulate matter only and thus will need to control annual SO₂ and NO_x emissions, but will not need to control ozone-season NO_x. MGE is in the process of assessing the impacts that this rule will have on our generation fleet. We expect that our power plants will be affected and we will need either to secure allowances or to implement strategies to reduce NO_x and SO₂ emissions. The EPA is targeting 2012 for implementation of the Transport Rule.

Ozone NAAQS

On January 6, 2010, the EPA published a proposed rule reconsidering the March 12, 2008 8-hour ozone standard. In this proposed rule, the EPA states their intent to revise both the primary (set for protection of public health) and secondary (set for protection of public welfare and environment) ozone standards. The proposed standards have the potential to put several counties in Wisconsin, including ones where MGE has electric generation, in nonattainment. A nonattainment designation may increase capital or operating costs at MGE facilities. The EPA had an August 31, 2010, target date for final action on this reconsideration. That date has passed with no action and the EPA has not announced a new target date. The proposed rule requires designation recommendations due to the EPA by January 2011 based on 2008 through 2010 monitoring data.

Nitrogen Dioxide NAAQS

On January 22, 2010, the EPA revised its primary nitrogen dioxide (NO₂) NAAQS. The EPA expects the states to submit initial recommendations for nonattainment areas by January 2011 using 2008-2010 data. The EPA plans to make final attainment and nonattainment designations by January 2012. The EPA has not changed the secondary NAAQS for NO₂, but intends to address potential changes as part of a secondary review. It is unclear at this time how MGE's power plants would be affected by this proposed revision. As of April 12, 2010, any facility's permit renewal or revision application will need to model potential emissions of NO₂. Failure to meet thresholds may require a permit applicant to incur capital or operational costs. MGE's Blount permit renewal application is due in the fall of 2011 and MGE will be conducting this NO₂ modeling as part of this renewal process.

Sulfur Dioxide NAAQS

On June 22, 2010, the EPA finalized its revised Sulfur Dioxide NAAQS. The rule became effective on August 23, 2010. States are expected to make attainment/nonattainment designations in 2011; however, the ability to designate will be contingent on many steps being in place including modifying and/or adding monitoring sites to many counties, including the counties in which MGE has power plants. Despite the current steps that need to take place to make designations, any facility's PSD application will need to demonstrate compliance with SO₂ NAAQS. It is difficult to assess impact on MGE at this time due to the lack of monitoring data and monitoring sites. MGE will continue to evaluate this rule as more information becomes available in Wisconsin.

MACT Standards for Electric Utilities

In late 2009, the EPA sent out an Information Collection Request (ICR) to hundreds of utilities across the United States that have coal and oil-burning electric generating units. The EPA has indicated that they will use the information collected from this ICR to assist in the development of electric generating unit MACT standards. Under this ICR, letters requesting information on pollution control equipment have been received in respect of Blount and Columbia. Elm Road is required to perform testing in addition to responding to the information requests. Facilities were required to provide data to the EPA in the first half of 2010. MGE submitted the ICR data for Blount on April 1, 2010. Given the uncertainties associated with these proceedings and the time required for their resolution, we cannot predict the eventual outcome of the proceedings or estimate the effect that compliance with developing MACT standards will have on the operation of our generating facilities and our future results of operations, cash flows, and financial position.

Page 20

EPA Rule on Greenhouse Gas Reporting

On September 22, 2009, the EPA issued its final mandatory greenhouse gas (GHG) reporting rule. Under the final rule, MGE will need to report on GHG emissions from its natural gas distribution system, its electric generating units subject to the EPA's Acid Rain Program and certain of its stationary combustion and electric units during 2010. MGE is collecting the data needed to file the required report on 2010 emissions by March 31, 2011. In 2010, the EPA has proposed additional GHG sources be added to this rule, including sulfur hexafluoride (SF6) and natural gas transport. We are currently evaluating this proposed rule and MGE may need to report on additional GHG sources in our 2011 emissions reporting.

EPA's Prevention of Significant Deterioration and Title V Greenhouse Gas Tailoring Rule

On May 13, 2010, the EPA released its final Prevention of Significant Deterioration (PSD) and Title V Greenhouse Gas "Tailoring Rule." The EPA introduced the Tailoring Rule to address the regulation of stationary sources for GHG emissions. Through this Tailoring Rule, the regulation of GHGs will be accomplished using the EPA's two principal stationary source permitting programs: The pre-construction permitting and the operations permitting (Title V).

The EPA's Tailoring Rule has been designed to "phase in" facilities subject to PSD or Title V permitting (i.e. new facilities and existing facilities with certain qualifying modifications). Beginning in 2011, sources that trigger PSD or Title V permitting requirements based on other, non-GHG emissions will also need to meet PSD or Title V permitting requirements if they exceed 75,000 tons of CO₂ equivalents. By 2013, the EPA will require any facilities with emissions above 100,000 tons to meet their respective PSD and/or Title V requirements. By 2016, it is expected that any new or modified facility with emissions of 50,000 tons of CO₂ equivalents per year will be subject to the rule. It is understood that PSD requirements for new or modified sources include the requirement that a plant meet Best Available Control Technology (BACT) requirements for any emissions that trigger PSD. The EPA has not provided guidelines on what may be considered BACT. MGE facilities may become subject to this rule if modifications at any facilities trigger PSD or if MGE invests in new facilities that trigger PSD.

Columbia

Title V Operating Permit Petition

In September 2008, the WDNR issued a Title V renewal operating permit to WPL for Columbia. WPL is the plant operator and permit holder, and owns 46.2% of Columbia. Wisconsin Public Service Corporation (WPSC) owns a 31.8% interest, and MGE owns a 22% interest in Columbia. A citizen group petitioned the EPA to object to the issuance of the permit renewal. In October 2009, the EPA issued an order granting in part and denying in part the petition and sent the operating permit back to the WDNR for further review based on the EPA order. The EPA order gave the WDNR 90 days to address the objections and take action on the September 2008 operating permit. On March 22, 2010, the WDNR gave notice to WPL that they intend to initiate an operating permit revision in response to the EPA's order. In July 2010, MGE received a copy of a NOI letter filed by a citizen group against the EPA based on what the group feels is an unreasonable delay in the EPA performing its duties related to the granting or denial of the Columbia air permit. Specifically, the citizen group alleges that because the WDNR has not acted on the EPA's order within 90 days, the EPA must now act on the permit. On September 22, 2010, WDNR acted on the order by issuing a construction permit for public comment. WPL, as the permit holder, filed comments raising a number of concerns and objections to the proposed permit.

Air Permitting Violation Claims

In September 2010, Sierra Club filed in U.S. District Court for the Western District of Wisconsin a complaint against WPL, as owner and operator of Columbia, based on allegations that modifications were made at the facilities without complying with the PSD program requirements, Title V Operating Permit requirements of the CAA and state regulatory counterparts contained within the Wisconsin state implementation plans (SIP) designed to implement the CAA. Neither MGE nor WPSC were named as parties in this litigation. In October 2010, WPL filed a response with the court denying the Sierra Club's allegations.

In December 2009, the EPA sent a Notice of Violation (NOV) to MGE as one of the co-owners of Columbia. The NOV alleges that WPL and the Columbia co-owners failed to comply with appropriate pre-construction review and permitting requirements and as a result violated the PSD program requirements, Title V Operating Permit requirements of the CAA and the Wisconsin SIP.

Page 21

In response to similar EPA CAA enforcement initiatives, certain utilities have elected to settle with the EPA, while others have elected to litigate. If the EPA and/or Sierra Club successfully prove their claims that projects completed in the past at Columbia required either state or federal CAA permits, MGE may, under the applicable statutes, be required to pay civil penalties in amounts of up to $37,500 per day for each violation and/or complete actions for injunctive relief. Payment of fines and/or injunctive relief could be included in a settlement outcome. Injunctive relief contained in settlements or court-ordered remedies for other utilities required the installation of pollution control technology, changed operating conditions including use of alternative fuels other than coal, caps for emissions and limitations on generation including retirement of generating units and other supplemental environmental projects. Should similar remedies be required for final resolution of these matters at Columbia, MGE would likely incur additional capital and operating expenditures. MGE is currently reviewing the allegations and is unable to predict their impact on its financial condition or results of operations but believes that an adverse outcome could have a significant effect. MGE and the other co-owners of Columbia are exploring settlement options while WPL is simultaneously defending against these allegations. WPL believes the projects at Columbia were routine or not projected to increase emissions and therefore did not violate the permitting requirements of the CAA.

Certificate of Authority

In April 2009, the Columbia owners filed for a Certificate of Authority with the PSCW requesting authorization of an emissions reduction project as a result of an environmental initiative. A decision from the PSCW is currently expected in the first half of 2011. The operator's current estimates show that MGE's share of the capital expenditures required to comply with this project will be approximately $140 million. According to the current estimate, this project is expected to result in an increase to Columbia's ongoing operating expenses. MGE expects that the costs pertaining to this project will be fully recoverable through rates. The PSCW is permitting MGE to defer pre-certification and pre-construction costs related to compliance with environmental regulations at Columbia. Additionally, MGE is entitled to a carrying cost on the related pre-construction costs at a 100% AFUDC rate. As of September 30, 2010, MGE had incurred $0.9 million (excluding carrying costs) in deferred pre-certification and pre-construction expenditures at Columbia related to this environmental initiative.

Columbia has entered into various contractual commitments with vendors for a small portion of the aforementioned expenditures as well as other Columbia environmental projects. MGE is indirectly a party to these agreements as a result of its joint ownership of Columbia and is also contractually obligated, under the applicable ownership and operating agreements, with respect to any commitments made. MGE has a 22% ownership interest in Columbia. MGE's share of these commitments is less than $0.1 million for 2010. These costs are expected to be capitalized and included in the consolidated balance sheets of MGE Energy and MGE.

b.

Chattel Paper Agreement and Other Guarantees - MGE Energy and MGE.

MGE makes available to qualifying customers a financing program for purchasing and installing energy-related equipment that will provide more efficient use of utility service at the customer's property. MGE is party to a chattel paper purchase agreement with a financial institution under which it can sell or finance an undivided interest with recourse, in up to $10.0 million of the financing program receivables, until August 31, 2011. At September 30, 2010, MGE has outstanding a $3.2 million interest in these receivables. MGE retains the servicing responsibility for these receivables. As of September 30, 2010, the servicing asset recognized by MGE is less than $0.1 million.

MGE accounts for servicing rights under the amortization method. Initial determination of the servicing asset fair value is based on the present value of the estimated future cash flows. The discount rate is based on the PSCW authorized weighted cost of capital.

MGE would be required to perform under its guarantee if a customer defaulted on its loan. The energy-related equipment installed at the customer sites is used to secure the customer loans. The loan balances outstanding at September 30, 2010, approximate the fair value of the energy-related equipment acting as collateral. The length of the MGE guarantee to the financial institution varies from one to ten years depending on the term of the customer loan. The following table identifies principal payments for the remainder of 2010 and the next four years.

Page 22

(In thousands)
Year	Principal Payments
2010	$413
2011	621
2012	412
2013	441
2014	256

c.

Other Legal Matters - MGE Energy and MGE.

MGE is involved in various other legal matters that are being defended and handled in the normal course of business. MGE maintains accruals for such costs that are probable of being incurred and subject to reasonable estimation. MGE has accrued for such matters in the financial statements. The ultimate outcome of such matters is uncertain and may have an adverse effect on MGE Energy's and MGE's results of operations, financial position, and cash flows.

d.

Natural Gas Supply Contracts - MGE Energy and MGE.

MGE has natural gas supply commitments which include market-based pricing. Total natural gas supply commitments are estimated to be $14.6 million for the remainder of 2010, and $15.2 million for 2011. Management expects to recover these costs in future customer rates.

e.

Coal Contracts – MGE Energy and MGE.

Fuel procurement for MGE's jointly owned Columbia and Elm Road plants are handled by Alliant and Wisconsin Energy Corporation, respectively, the operating companies. If any minimum purchase obligations must be paid under these contracts, management believes these obligations would be considered costs of service and recoverable in rates. The following table identifies MGE's share, as of September 30, 2010, of the total coal commitments for the Columbia and Elm Road plants for the remainder of 2010 and the next four years.

(In thousands)
Year	Coal Commitments
2010	$12,227
2011	19,929
2012	7,060
2013	3,476
2014	3,476

f.

Smart Grid Investment Grant - MGE Energy and MGE.

MGE has been approved by the U.S. Department of Energy (DOE) under the federal stimulus program for a $5.5 million grant for smart grid projects. The DOE grant requires MGE to match the grant funding, bringing the total cost of the proposed projects to more than $11 million. The proposed projects will install technologies to boost efficiency, enhance service and improve reliability for customers. The stimulus grant will help fund the following projects: advanced metering infrastructure, plug-in hybrid electric vehicles support, and distribution management. In the third quarter, MGE entered into agreements to purchase $2.5 million in smart grid related products. As of September 30, 2010, MGE has spent $0.1 million related to these projects.

10.

Blount Station - MGE Energy and MGE.

In 2006, MGE announced a plan to reduce capacity at Blount from 190 MW to 100 MW by the end of 2011. As part of the plan, coal use at Blount will be discontinued. MGE has determined that certain employee positions will be eliminated as a result of this plan.

Page 23

In March 2009, MGE received notification from MISO that in order to meet national electric system reliability standards, MGE will need to keep Blount available at its full capacity until MISO declares that the 90 MW are no longer needed for system reliability. Currently, MGE estimates the reduction in capacity will occur in 2013. The transition from burning coal to burning only natural gas will still occur by the end of 2011. After the transition, the entire plant will be operated exclusively on natural gas. MGE is working with MISO to develop a detailed agreement for this continued operation, which among other things will include a mechanism for cost recovery.

In January 2010, MGE announced it will change its primary fuel at Blount from coal to natural gas. Coal will become the secondary fuel at Blount. This switch to natural gas as a primary fuel occurred in March 2010. As a result of this change, certain employee positions were eliminated and severance benefits in 2010 totaled $0.5 million. These severance benefits were accelerated into 2010 from 2011, but are expected to be offset by lower payroll charges in 2010.

MGE has entered into agreements providing severance benefits to employees affected by the exit plan. These benefits are being recognized ratably over the expected future service period of the employees. Total benefits expected to be paid are as follows: $0.3 million in 2012 and $0.3 million in 2013. Total benefits paid as of September 30, 2010, were $1.1 million.

MGE continues to recover in rates the costs associated with the severance benefits at Blount in the year of expected cash payment. The severance charges to be recovered in rates have been deferred and recognized on the consolidated balance sheet of MGE Energy and MGE as a regulatory asset.

The following table presents the activity in the restructuring accrual from December 31, 2009, through September 30, 2010:

(In thousands)
Balance at December 31, 2009	$769
Additional expense, net	71
Cash payments during the period	(625)
Balance at September 30, 2010	$215

The exit plan has also resulted in accelerated depreciation for the Blount assets expected to be retired in 2011 and 2013. The majority of these assets are being recovered in rates over a four-year period that began in 2008, with the remaining balance recovered by the end of 2013. For both the nine months ended September 30, 2010 and 2009, $2.5 million of accelerated depreciation expense had been recognized and recovered in rates each year.

11.

Asset Retirement Obligations - MGE Energy and MGE.

a.

Conditional Asset Retirement Obligations.

MGE recorded an obligation for the fair value of its legal liability for asset retirement obligations (AROs) associated with removing an electric substation, a combustion turbine generating unit, wind generating facilities, and photovoltaic generating facilities, all of which are located on property not owned by MGE Energy and MGE and would be removed upon the ultimate end of the lease. The significant conditional AROs identified by MGE included the costs of abandoning in place gas services and mains, the abatement and disposal of equipment and buildings contaminated with asbestos and polychlorinated biphenyls, and the proper disposal and removal of tanks. Changes in management's assumptions regarding settlement dates, settlement methods, or assigned probabilities could have had a material effect on the liabilities recorded by MGE at September 30, 2010, as well as the regulatory asset recorded.

MGE also may have AROs relating to the removal of various assets, such as certain electric and gas distribution facilities. These facilities are generally located on property owned by third parties, on which MGE is permitted to operate by lease, permit, easement, license, or service agreement. The AROs associated with these facilities cannot be reasonably determined due to the indeterminate life of the related agreements.

In February 2010, MGE Power Elm Road recorded an obligation for the fair value of its legal liability for AROs associated with the demolition and removal of the Elm Road Units. Provisions for these demolition and removal costs are included in the facility lease agreements. At September 30, 2010, this liability is estimated at $0.1 million and is included in other deferred liabilities.

Page 24

The following table shows costs as of December 31, 2008 and 2009, and changes to the asset retirement obligations through September 30, 2010. Amounts include conditional AROs.

(In thousands)	(a) Original Asset Retirement Obligation		(b) Accumulated Accretion		(c) (a + b) Asset Retirement Obligation
Balance, December 31, 2008	$5,345		$9,649		$14,994
Changes through December 31, 2009	707		812		1,519
Balance, December 31, 2009	$6,052		$10,461		$16,513
Changes through September 30, 2010	847		830		1,677
Balance, September 30, 2010	$6,899		$11,291		$18,190

b.

Non-ARO Costs.

Accumulated costs of removal that are non-ARO obligations are classified within the financial statements as regulatory liabilities. At September 30, 2010, and December 31, 2009, there were $11.9 million and $12.2 million of these costs recorded as regulatory liabilities within the financial statements, respectively.

12.

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 and gas revenues. 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, MGE Energy and MGE recognize such derivatives in the consolidated balance sheets at fair value, with changes in the fair value of derivative instruments to be recorded in current earnings or deferred in accumulated other comprehensive income (loss), depending on whether a derivative is designated as, and is effective as, a hedge. The majority of MGE's 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 two 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. 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:

	September 30, 2010		December 31, 2009
Commodity derivative contracts	553,275 MWh		647,560 MWh
Commodity derivative contracts	8,670,000 Dth		6,530,000 Dth
FTRs	4,269 MW		3,003 MW

c.

Financial Statement Presentation.

MGE Energy and MGE offset fair value amounts recognized for the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable) against fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting agreement. At September 30, 2010, and December 31, 2009, MGE Energy and MGE had $3.2 million and $0.4 million, respectively, in cash collateral that was netted against the net derivative positions with counterparties.

Page 25

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 transmission paths in the MISO and PJM markets, MGE holds 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 reflected as a 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. At September 30, 2010, the cost basis of exchange traded derivatives and FTRs exceeded their fair value by $2.9 million. At September 30, 2009, the cost basis of exchange traded derivatives and FTRs exceeded their fair value by $2.8 million.

MGE enters into futures and basis swaps to take advantage of physical and financial arbitrage opportunities between supply basins and pricing spreads between future months' gas supply. Under the incentive mechanism within the PGA clause, MGE shareholders have the ability to receive a set percentage of the benefits or loss from these deals if certain thresholds are achieved. The portion related to the shareholders is reflected in other comprehensive income and the portion related to customers is reflected as a regulatory asset/liability depending on whether they are in a net loss/gain position. At September 30, 2010, none of these instruments were outstanding. At September 30, 2009, the cost basis of these financial instruments exceeded their fair value by less than $0.1 million.

MGE has also entered into a ten-year purchased power agreement which provides MGE with firm capacity and energy during a base term from June 1, 2012, through May 31, 2022. The agreement also allows MGE the option to purchase power during a period of time preceding that base term as well as 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 balance sheet. 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 at September 30, 2010 and 2009 reflects a loss position of $17.7 million and $12.6 million, respectively. The actual fuel 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 balance sheet. 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 cash collateral. For financial statement purposes, MGE Energy and MGE have netted instruments with the same counterparty under a master netting agreement as well as the netting of cash collateral.

	Asset Derivatives		Liability Derivatives
(In thousands)	Balance Sheet Location	Fair Value	Balance Sheet Location	Fair Value
September 30, 2010 Commodity derivative contracts	Other current assets	$299	Other current liabilities	$3,520
Commodity derivative contracts	Other deferred charges	51	Other deferred liabilities	69
FTRs	Other current assets	308	Other current liabilities	-
Ten-year PPA	NA	NA	Other deferred liabilities	17,720
December 31, 2009 Commodity derivative contracts	Other current assets	$1,357	Other current liabilities	$1,728
Commodity derivative contracts	Other deferred charges	89	Other deferred liabilities	94
FTRs	Other current assets	649	Other current liabilities	-
Ten-year PPA	NA	NA	Other deferred liabilities	12,815

Page 26

The following tables summarize the unrealized and realized gains (losses) related to the derivative instruments on the balance sheet and the income statement for the three and nine months ended September 30 (a).

	2010				2009
(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 June 30,	$17,345		$1,030		$17,370		$2,542
Change in unrealized loss (gain)	4,055		-		5,344		-
Realized loss reclassified to a deferred account	(572)		572		(1,575)		1,575
Realized loss reclassified to income statement	(177)		(399)		(5,737)		(2,388)
Balance at September 30,	$20,651		$1,203		$15,402		$1,729
Nine Months Ended September 30
Balance at January 1,	$12,542		$1,334		$14,007		$4,466
Change in unrealized loss (gain)	10,731		-		27,789		-
Realized loss reclassified to a deferred account	(1,381)		1,381		(12,728)		12,728
Realized loss reclassified to income statement	(1,241)		(1,512)		(13,666)		(15,465)
Balance at September 30,	$20,651		$1,203		$15,402		$1,729

	Realized losses (gains):
(In thousands)	Regulated gas revenues	Fuel for electric generation/ purchased power	Cost of gas sold
Three Months Ended September 30, 2010
Commodity derivative contracts	$-	$573	$(128)
FTRs	-	131	-
Ten-year PPA	-	-	-
Three Months Ended September 30, 2009
Commodity derivative contracts	$-	$8,150	$(18)
FTRs	-	(7)	-
Ten-year PPA	-	-	-
Nine Months Ended September 30, 2010
Commodity derivative contracts	$-	$2,276	$481
FTRs	-	(4)	-
Ten-year PPA	-	-	-
Nine Months Ended September 30, 2009
Commodity derivative contracts	$84	$20,566	$7,870
FTRs	-	611	-
Ten-year PPA	-	-	-

(a) MGE's commodity derivative contracts, FTRs, and ten-year 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 balance sheet 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 ten-year PPA has a provision that may require MGE to post collateral if MGE's debt rating falls below investment grade (i.e., below BBB-) once MGE begins purchasing energy under the contract in 2012. 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 under the PPA. Certain counterparties extend MGE a credit limit. If MGE exceeds these limits, the counterparties may require collateral to be posted. As of September 30, 2010, no counterparties are in a net liability position. As of December 31, 2009, certain counterparties were in a net liability of less than $0.1 million.

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 30, 2010, no counterparties have defaulted.

Page 27

13.

Regional Transmission Organizations - MGE Energy and MGE.

MISO is a FERC approved RTO that is required to provide real-time energy services and a market based mechanism for transmission congestion management. MISO maintains a bid-based energy market. MGE offers substantially all of its generation on the MISO market and purchases much of its load requirement from the MISO market in accordance with the MISO Tariff. In January 2009, MISO implemented and MGE began participating in the ancillary services market (ASM). The ASM is an extension of the existing energy market in which MISO assumes the responsibility of maintaining sufficient generation reserves. Previously, MGE was responsible for providing its own reserves. In the ASM, MISO will provide the reserves for MGE's load, and MGE may offer to sell reserves from its generating units. In addition to this market change, MISO took on various balance authority functions. In June 2009, MISO implemented and MGE began participating in the voluntary capacity auction. The voluntary capacity auction provides an optional monthly forum for buyers and sellers of aggregate planning resource credits to interact. Load serving entities may participate in the voluntary capacity auction to potentially obtain the necessary aggregate planning resource credits to meet their planning reserve margin requirement. Generator owners may participate to sell any excess aggregate planning resource credits that are not needed.

Additionally, MGE is a member of PJM. PJM is also an RTO. PJM is a neutral and independent party that coordinates and directs the operation of the region's transmission grid, administers a competitive wholesale electricity market, and plans regional transmission expansion improvements to maintain grid reliability and relieve congestion. MGE has one purchase power agreement, for 50 MW, that is affected by this market.

MGE reports on a net basis transactions on the MISO and PJM markets in which it buys and sells power within the same hour to meet electric energy delivery requirements. This treatment resulted in a $31.6 million and $16.1 million reduction to sales for resale and purchased power expense for the three months ended September 30, 2010 and 2009, respectively, and a $75.0 million and $51.5 million reduction to sales for resale and purchased power expense for the nine months ended September 30, 2010 and 2009, respectively.

14.

Rate Matters - MGE Energy and MGE.

a.

Rate proceedings.

In April 2010, MGE filed an application with the PSCW requesting a 9.4% increase to electric rates and a 2.0% increase to gas rates. The proposed electric increase is intended to cover costs for MGE's share of the new Elm Road Units, new environmental equipment at Columbia, and transmission reliability enhancements. We have requested that these rates become effective January 1, 2011.

In December 2009, the PSCW authorized MGE to increase 2010 rates for retail electric customers by 3.3% or $11.9 million, while gas rates decreased 0.74% or $1.5 million. The increase in retail electric rates was driven by costs for MGE's share of the Elm Road Units and transmission reliability enhancements. Pursuant to the provisions of this rate order, the fuel rules bandwidth effective January 1, 2010, will be plus or minus 2%. See below for further description of fuel rules. Authorized return on common stock equity was set at 10.4% based on a 55.3% utility common equity.

In December 2008, under a limited reopener, the PSCW authorized MGE to decrease 2009 rates for retail electric customers by 0.74% or $2.7 million, while gas rates remain unchanged from 2008. The decrease in retail electric rates was driven by a decrease in fuel and purchased power costs, a decrease in Elm Road Units costs and a decrease in ATC transmission costs. The PSCW also approved deferred accounting for incremental pension and other postretirement benefit costs above the levels currently included in rates. Pursuant to the provisions of this rate order, the fuel rules bandwidth effective January 1, 2009, was plus or minus 2%.

b.

Fuel rules.

Actual electric fuel costs are subject to reconciliation to the amount approved by the PSCW in MGE's rate order covering the applicable period. Known as "fuel rules," the process can produce a fuel surcharge for MGE or require MGE to make a refund in the form of a credit, to the extent that the actual fuel costs are outside a range higher or lower than the level authorized by the PSCW in that rate order.

Under fuel rules, MGE can apply for a fuel surcharge if its actual electric fuel costs exceed 102% of the electric fuel costs allowed in its latest rate order. Conversely, MGE can be required to provide a fuel credit to its customers if actual electric fuel costs are less than 98% of the electric fuel costs allowed in that order.

Page 28

The PSCW authorized an interim fuel credit in May 2009 as a result of decreased actual electric fuel costs. The order was subject to refund with interest at 10.8%. The interim fuel credit resulted in a $4.6 million reduction in customer revenues. In April 2010, the PSCW authorized a refund of $0.3 million of over collected 2009 fuel costs and accrued interest via a one-time credit, which was applied to customers' April 2010 bills. As of September 30, 2010, MGE's fuel costs are within the range authorized by the PSCW in the most recent rate order; therefore, no accruals were necessary.

As a result of lower-than-expected fuel and purchased power costs in 2008, a fuel refund was approved by the PSCW. To account for this refund, MGE recorded a $5.5 million reduction to other electric revenues in the twelve months ended December 31, 2008. In March 2009, the PSCW completed their audit of the 2008 electric fuel costs and issued a final order, which applied this refund to customers' accounts in March 2009.

c.

Purchased Gas Adjustment Clause.

MGE's natural gas rates are subject to a fuel adjustment clause designed to recover or refund the difference between the actual cost of purchased gas and the amount included in rates. Differences between the amounts billed to customers and the actual costs recoverable are deferred and recovered or refunded in future periods by means of prospective monthly adjustments to rates. At September 30, 2010, and December 31, 2009, MGE had over collected $4.6 million and $7.6 million, respectively. These amounts were recorded in other current liabilities on the Consolidated Balance Sheet.

15.

Fair Value of Financial Instruments - MGE Energy and MGE.

a.

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

At September 30, 2010, and December 31, 2009, 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 MGE's long-term debt is based on quoted market prices at September 30, 2010, and December 31, 2009. The estimated fair market value of MGE Energy's and MGE's financial instruments are as follows:

	September 30, 2010				December 31, 2009
(In thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
MGE Energy
Assets:
Cash and cash equivalents	$17,531		$17,531		$4,704		$4,704
Liabilities:
Short-term debt - bank loans	34,000		34,000		31,000		31,000
Short-term debt - commercial paper	14,500		14,500		33,500		33,500
Long-term debt*	322,389		367,906		323,500		339,557
MGE
Assets:
Cash and cash equivalents	14,803		14,803		2,474		2,474
Liabilities:
Short-term debt - commercial paper	14,500		14,500		33,500		33,500
Long-term debt*	322,389		367,906		273,500		289,557
*Includes long-term debt due within one year.

b.

Recurring Fair Value Measurements.

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 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.

Page 29

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.

The following tables present the balances of assets and liabilities measured at fair value on a recurring basis for MGE Energy and MGE.

	Fair Value as of September 30, 2010
(In thousands)	Total	Level 1	Level 2	Level 3
MGE Energy
Assets:
Exchange-traded investments	$416	$416	$-	$-
Total Assets	$416	$416	$-	$-
Liabilities:
Derivatives, net (a)	$20,651	$1,453	$-	$19,198
Deferred compensation	1,466	1,466	-	-
Total Liabilities	$22,117	$2,919	$-	$19,198
MGE
Assets:
Exchange-traded investments	$248	$248	$-	$-
Total Assets	$248	$248	$-	$-
Liabilities:
Derivatives, net (a)	$20,651	$1,453	$-	$19,198
Deferred compensation	1,466	1,466	-	-
Total Liabilities	$22,117	$2,919	$-	$19,198

(a) These amounts are shown gross and exclude $3.2 million of cash collateral that was netted against net derivative positions with counterparties.

	Fair Value as of December 31, 2009
(In thousands)	Total	Level 1	Level 2	Level 3
MGE Energy
Assets:
Exchange-traded investments	$535	$535	$-	$-
Total Assets	$535	$535	$-	$-
Liabilities:
Derivatives, net (b)	$12,541	$(506)	$-	$13,047
Deferred compensation	1,342	1,342	-	-
Total Liabilities	$13,883	$836	$-	$13,047
MGE
Assets:
Exchange-traded investments	$327	$327	$-	$-
Total Assets	$327	$327	$-	$-
Liabilities:
Derivatives, net (b)	$12,541	$(506)	$-	$13,047
Deferred compensation	1,342	1,342	-	-
Total Liabilities	$13,883	$836	$-	$13,047

(b) These amounts are shown gross and exclude $0.4 million of cash collateral that was netted against net derivative positions with counterparties.

No transfers were made in or out of Level 1 or Level 2 for the nine months ended September 30, 2010.

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

Page 30

Derivatives include exchange-traded derivative contracts, over-the-counter party transactions, a ten-year 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 contracts are valued using quoted market pricing in markets with insufficient volumes and are therefore 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 with markets with similar exchange traded transactions. The ten-year purchased power agreement (see Footnote 12) was valued using an internally-developed pricing model and therefore classified as Level 3. The model includes both observable and unobservable inputs. Inputs to the model require significant management judgment and estimation. The model uses a forward power pricing curve based on exchange-traded contracts in the electric futures market. As described above, the market prices from this source have insufficient volumes and are classified as Level 3 in the fair value hierarchy. To project future prices beyond the period in which these quoted market prices are available, MGE calculates the price based on forward gas prices and an implied heat rate. MGE 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 incorporates discounting, credit, and model risks. 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.

Cash and cash equivalents include investments with maturities of less than three months that are traded in active markets and deposit accounts 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 balance sheets of MGE Energy and MGE. 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, and are therefore based upon observable market data and classified as Level 1.

The following table summarizes the changes in Level 3 assets and liabilities measured at fair value on a recurring basis for both MGE Energy and MGE.

(In thousands)	2010		2009
Three Months Ended September 30
Balance as of June 30,	$(17,604)		$(16,838)
Realized and unrealized gains (losses):
Included in regulatory liabilities (assets)	(1,594)		38
Included in other comprehensive income	-		-
Included in earnings	(306)		(5,737)
Included in current assets	-		-
Purchases, sales, issuances, and settlements, net	306		5,737
Transfers in and/or out of Level 3	-		-
Balance as of September 30,	$(19,198)		$(16,800)
Total gains (losses) included in earnings attributed to the change in unrealized gains (losses) related to assets and liabilities held at September 30, (c)	$-		$-
Nine Months Ended September 30
Balance as of January 1,	$(13,047)		$(9,219)
Realized and unrealized gains (losses):
Included in regulatory liabilities (assets)	(6,151)		(7,581)
Included in other comprehensive income	-		-
Included in earnings	(1,409)		(13,663)
Included in current assets	-		-
Purchases, sales, issuances, and settlements, net	1,409		13,663
Transfers in and/or out of Level 3	-		-
Balance as of September 30,	$(19,198)		$(16,800)
Total gains (losses) included in earnings attributed to the change in unrealized gains (losses) related to assets and liabilities held at September 30, (c)	$-		$-

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The following table presents total realized and unrealized gains (losses) included in income for Level 3 assets and liabilities measured at fair value on a recurring basis during the three and nine months ended September 30, 2010 and 2009, for both MGE Energy and MGE. (c).

(In thousands)	Purchased Power Expense	Cost of Gas Sold Expense	Regulated Gas Revenues
Total gains (losses) included in earnings for the three months ended September 30, 2010	$(311)	$5	$-
Total gains (losses) included in earnings for the three months ended September 30, 2009	$(5,734)	$(3)	$-
Total gains (losses) included in earnings for the nine months ended September 30, 2010	$(1,389)	$(20)	$-
Total gains (losses) included in earnings for the nine months ended September 30, 2009	$(13,825)	$91	$71

(c) MGE's exchange-traded derivative contracts, over-the-counter party transactions, ten-year purchased power agreement, and FTRs are subject to regulatory deferral. These derivatives are therefore marked to fair value and are offset with a corresponding regulatory asset or liability. A portion of MGE's derivative contracts fall under the incentive mechanism within the PGA clause and shareholders have the ability to receive a set percentage of the benefit or loss from these deals if certain thresholds are achieved. Under these derivatives, only the gains or losses associated with customers are subject to regulatory deferral. The remaining shareholder portion is reflected in other comprehensive income. As a result of the above described treatment, there are no unrealized gains or losses that flow through earnings.

16.

New Accounting Pronouncements - MGE Energy and MGE.

a.

Consolidation of Variable Interest Entities.

In June 2009, the FASB issued authoritative guidance within the Codification's Consolidation topic regarding variable-interest entities. This guidance amends the criteria used to determine which entity, if any, has a controlling financial interest in a VIE. It replaces the quantitative calculation of risks and rewards with a qualitative approach focused on identifying which entity (1) has the power to direct the activities of a VIE that most significantly impact the VIE's economic performance and (2) has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. This guidance also requires ongoing assessments of whether an entity is the primary beneficiary of a VIE. This authoritative guidance became effective for interim and annual reporting periods that began after November 15, 2009. The Company evaluated its VIE's and determined this authoritative guidance did not have a material impact. MGE Power West Campus and MGE Power Elm Road continue to be a VIE's under applicable accounting requirements; therefore, MGE continues to consolidate both entities into its financial results and financial position.

b.

Transfers and Servicing of Financial Assets.

In June 2009, the FASB issued authoritative guidance within the Codification's Transfers and Servicing topic regarding accounting for transfers of financial assets. This statement removes the concept of a qualifying special-purpose entity from authoritative guidance on accounting for transfers and servicing of financial assets and extinguishments of liabilities. This statement also removes the exception for qualifying special-purpose entities from authoritative guidance on consolidation of variable interest entities. The authoritative guidance became effective for fiscal years ending after November 15, 2009. The Company evaluated its shared savings program under the new guidance and determined it did not have any financial impact or impose any additional disclosure requirement.

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c.

Fair Value Measurements and Disclosures.

In January 2010, the FASB issued authoritative guidance within the Codification's Fair Value Measurements and Disclosures topic that provides guidance on additional disclosures about fair value measurements. This authoritative guidance became effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010. The authoritative guidance effective beginning January 1, 2010, did not have any financial impact, but required additional disclosures. See Footnote 15 for additional information. The authoritative guidance effective beginning January 1, 2011 will not have a material financial impact, but will require additional disclosures.

17.

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.

Sales between our electric and gas segments are based on PSCW approved tariffed rates. Additionally, intersegment operations related to the leasing arrangement between our electric segment and MGE Power West Campus/MGE Power Elm Road are based on terms previously approved by the PSCW. Consistent with internal reporting, management has presented the direct financing capital lease between MGE and MGE Power West Campus and MGE and MGE Power Elm Road based on actual lease payments allowed to be recovered in rates. Lease payments made by MGE to MGE Power West Campus and MGE Power Elm Road are shown as operating expenses. The lease payments received by MGE Power West Campus and MGE Power Elm Road from MGE are shown as lease income in interdepartmental revenues. The depreciation expense associated with the WCCF and Elm Road Units is reflected in the nonregulated energy segment.

See MGE Energy's and MGE's 2009 Annual Report on Form 10-K for additional discussion of each of these segments.

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