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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended:
June 30, 2026
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _______________ to _______________
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Commission
File No.
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Name of Registrant, State of Incorporation, Address
of Principal Executive Offices, and Telephone No.
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IRS Employer
Identification No.
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000-49965 |
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MGE Energy, Inc.
(a Wisconsin Corporation)
133 South Blair Street
Madison, Wisconsin 53788
(608) 252-7000 | mgeenergy.com
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39-2040501 |
000-1125 |
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Madison Gas and Electric Company
(a Wisconsin Corporation)
133 South Blair Street
Madison, Wisconsin 53788
(608) 252-7000 | mge.com
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39-0444025 |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading symbol(s) |
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Name of each exchange on which registered |
Common Stock, $1 Par Value Per Share |
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MGEE |
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The NASDAQ Stock Market |
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days:
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MGE Energy, Inc. Yes ☒ No ☐ |
Madison Gas and Electric Company Yes ☒ No ☐ |
Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit such files):
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MGE Energy, Inc. Yes ☒ No ☐ |
Madison Gas and Electric Company Yes ☒ No ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer |
Accelerated
Filer
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Non-accelerated Filer |
Smaller Reporting Company |
Emerging Growth Company |
MGE Energy, Inc. |
☒ |
☐ |
☐ |
☐ |
☐ |
Madison Gas and Electric Company |
☐ |
☐ |
☒ |
☐ |
☐ |
If an emerging growth company, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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MGE Energy, Inc. ☐ |
Madison Gas and Electric Company ☐ |
Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act):
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MGE Energy, Inc. Yes ☐ No ☒ |
Madison Gas and Electric Company Yes ☐ No ☒ |
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Number of Shares Outstanding of Each Class of Common Stock as of July 31, 2026 |
MGE Energy, Inc. |
Common stock, $1.00 par value, 37,784,012 shares outstanding. |
Madison Gas and Electric Company |
Common stock, $1.00 par value, 17,347,894 shares outstanding (all of which are owned beneficially and of record by MGE Energy, Inc.). |
This combined Form 10-Q is being filed separately by MGE Energy, Inc. (MGE Energy) and Madison Gas and Electric Company (MGE). MGE is a wholly owned subsidiary of MGE Energy and represents a majority of its assets, liabilities, revenues, expenses, and operations. Thus, all information contained in this report relates to, and is filed by, MGE Energy. Information that is specifically identified in this report as relating solely to MGE Energy, such as its financial statements and information relating to its nonregulated business, does not relate to, and is not filed by, MGE. MGE makes no representation as to that information. The terms "we" and "our," as used in this report, refer to MGE Energy and its consolidated subsidiaries, unless otherwise indicated.
Forward-Looking Statements
Certain matters discussed in this report include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements that are not statements of historical facts are, or may be deemed to be, forward-looking statements. Such forward-looking statements are based on historical performance and current expectations, estimates, forecasts and projections about our future financial results, goals, plans, commitments, strategies and objectives, particularly related to future load growth, revenues, expenses, capital expenditures and rate recovery, financial resources, regulatory matters, and the scope and expense associated with future environmental regulation. Such statements involve inherent risks, assumptions and uncertainties, known or unknown, including internal or external factors that could delay, divert or change any of them, that are difficult to predict, may be beyond our control and could cause our future financial results, goals, plans and objectives to differ materially from those expressed in, or implied by, the statements. Words such as "believe," "expect," "anticipate," "estimate," "could," "should," "intend," "will," "commit," "target," "plan," and other similar words, and words relating to goals, targets and projections, 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' 2025 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 – Footnote 16, as updated by Part I, Item 1. Financial Statements – Footnote 8 in this report; and (b) other factors discussed herein and in other filings made by that registrant with the Securities and Exchange Commission (SEC).
Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this report. MGE Energy and MGE undertake no obligation to publicly update or revise any forward-looking statement to reflect events or circumstances after the date of this report, whether as a result of new information, future events, changed circumstances or otherwise, except as required by law.
We file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and other information with the SEC. The SEC maintains an internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
MGE Energy maintains a website at mgeenergy.com, and MGE maintains a website at mge.com. Copies of the reports and other information that we file with the SEC may be obtained from our websites free of charge. Information contained on MGE Energy's and MGE's websites shall not be deemed incorporated into, or to be a part of, this report.
Definitions, Abbreviations, and Acronyms Used in the Text and Notes of this Report
Abbreviations, acronyms, and definitions used in the text and notes of this report are defined below.
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MGE Energy and Subsidiaries: |
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CWDC |
Central Wisconsin Development Corporation |
MAGAEL |
MAGAEL, LLC |
MGE |
Madison Gas and Electric Company |
MGE Energy |
MGE Energy, Inc. |
MGE Power |
MGE Power, LLC |
MGE Power Elm Road |
MGE Power Elm Road, LLC |
MGE Power West Campus |
MGE Power West Campus, LLC |
MGE Services |
MGE Services, LLC |
MGE State Energy Services |
MGE State Energy Services, LLC |
MGE Transco |
MGE Transco Investment, LLC |
MGEE Transco |
MGEE Transco, LLC |
North Mendota |
North Mendota Energy & Technology Park, LLC |
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Other Defined Terms: |
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2025 Annual Report on Form 10-K |
MGE Energy's and MGE's Annual Report on Form 10-K for the year ended December 31, 2025 |
2024 ELG Rule |
Supplemental Effluent Limitations Guidelines and Standards for the Steam Electric Power Generating Point Source Category |
2021 Incentive Plan |
MGE Energy's 2021 Long-Term Incentive Plan |
AD/CVD |
Antidumping and Countervailing Duties |
AFUDC |
Allowance for Funds Used During Construction |
ATC |
American Transmission Company LLC |
ATC Holdco |
ATC Holdco, LLC |
ATM |
At-the-Market Offering Program |
Badger Hollow |
Badger Hollow Solar Park |
Blount |
Blount Station |
BTA |
Best Technology Available |
CA |
Certificate of Authority |
CBP |
U.S. Customs and Border Protection |
CCR |
Coal Combustion Residual |
Codification |
Financial Accounting Standards Board Accounting Standards Codification |
Columbia |
Columbia Energy Center |
Cooling degree days (CDD) |
Measure of the extent to which the average daily temperature is above 65 degrees Fahrenheit, which is considered an indicator of possible increased demand for energy to provide cooling |
CWIP |
Construction Work in Progress |
Dth |
Dekatherms, a quantity measure for natural gas |
DOC |
United States Department of Commerce |
Elm Road Units |
Elm Road Generating Station |
EPA |
United States Environmental Protection Agency |
FERC |
Federal Energy Regulatory Commission |
FTR |
Financial Transmission Rights |
GHG |
Greenhouse gas |
Heating degree days (HDD) |
Measure of the extent to which the average daily temperature is below 65 degrees Fahrenheit, which is considered an indicator of possible increased demand for energy to provide heating |
High Noon |
High Noon Solar Energy Center |
IRS |
Internal Revenue Service |
ITC |
Investment Tax Credit |
Koshkonong |
Koshkonong Solar Park |
kWh |
Kilowatt-hour, a measure of electric energy produced |
MISO |
Midcontinent Independent System Operator, Inc. |
MW |
Megawatt, a measure of electric energy generating capacity |
MWh |
Megawatt-hour, a measure of electric energy produced |
NAAQS |
National Ambient Air Quality Standards |
Nasdaq |
The Nasdaq Stock Market |
NOx |
Nitrogen Oxide |
OBBBA |
One Big Beautiful Bill Act |
Paris |
Paris Solar-Battery Park |
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PGA |
Purchased Gas Adjustment clause, a regulatory mechanism used to reconcile natural gas costs recovered in rates to actual costs |
PM |
Particulate Matter |
PSCW |
Public Service Commission of Wisconsin |
PTC |
Production Tax Credit |
ROE |
Return on Equity |
Saratoga |
Saratoga Solar Electric Generation and BESS Facility |
SEC |
Securities and Exchange Commission |
SO2 |
Sulfur Dioxide |
Stock Plan |
Direct Stock Purchase and Dividend Reinvestment Plan of MGE Energy |
Sunnyside |
Sunnyside Solar and Battery Project |
Therm |
Measure of quantity of heat used to measure gas supply |
UFLPA |
Uyghur Forced Labor Prevention Act |
Ursa |
Ursa Solar Electric Generation Facility |
USITC |
United States International Trade Commission |
VIE |
Variable Interest Entity |
WCCF |
West Campus Cogeneration Facility |
WDNR |
Wisconsin Department of Natural Resources |
WEPCO |
Wisconsin Electric Power Company, a subsidiary of WEC Energy Group, Inc. |
West Riverside |
West Riverside Energy Center |
WPDES |
Wisconsin Pollutant Discharge Elimination System |
WRO |
Withhold Release Order |
XBRL |
eXtensible Business Reporting Language |
Item 1. Financial Statements.
MGE Energy, Inc.
Consolidated Statements of Income (unaudited)
(In thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Operating Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Electric revenues |
|
$ |
131,594 |
|
|
$ |
129,527 |
|
|
$ |
263,034 |
|
|
$ |
255,016 |
|
Gas revenues |
|
|
29,601 |
|
|
|
29,925 |
|
|
|
140,864 |
|
|
|
123,406 |
|
Total Operating Revenues |
|
|
161,195 |
|
|
|
159,452 |
|
|
|
403,898 |
|
|
|
378,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Fuel for electric generation |
|
|
12,907 |
|
|
|
16,292 |
|
|
|
33,216 |
|
|
|
33,861 |
|
Purchased power |
|
|
5,813 |
|
|
|
5,562 |
|
|
|
8,280 |
|
|
|
9,940 |
|
Cost of gas sold |
|
|
9,285 |
|
|
|
11,313 |
|
|
|
80,108 |
|
|
|
65,277 |
|
Other operations and maintenance |
|
|
65,242 |
|
|
|
57,777 |
|
|
|
126,810 |
|
|
|
114,336 |
|
Depreciation and amortization |
|
|
28,939 |
|
|
|
28,354 |
|
|
|
57,028 |
|
|
|
56,032 |
|
Other general taxes |
|
|
6,375 |
|
|
|
5,931 |
|
|
|
12,670 |
|
|
|
11,888 |
|
Total Operating Expenses |
|
|
128,561 |
|
|
|
125,229 |
|
|
|
318,112 |
|
|
|
291,334 |
|
Operating Income |
|
|
32,634 |
|
|
|
34,223 |
|
|
|
85,786 |
|
|
|
87,088 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income, net |
|
|
14,286 |
|
|
|
3,707 |
|
|
|
25,276 |
|
|
|
6,311 |
|
Interest expense, net |
|
|
(9,288 |
) |
|
|
(8,457 |
) |
|
|
(19,093 |
) |
|
|
(16,038 |
) |
Income before income taxes |
|
|
37,632 |
|
|
|
29,473 |
|
|
|
91,969 |
|
|
|
77,361 |
|
Income tax provision |
|
|
(4,279 |
) |
|
|
(2,975 |
) |
|
|
(10,135 |
) |
|
|
(9,271 |
) |
Net Income |
|
$ |
33,353 |
|
|
$ |
26,498 |
|
|
$ |
81,834 |
|
|
$ |
68,090 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings Per Share of Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.89 |
|
|
$ |
0.73 |
|
|
$ |
2.21 |
|
|
$ |
1.86 |
|
Diluted |
|
$ |
0.89 |
|
|
$ |
0.72 |
|
|
$ |
2.21 |
|
|
$ |
1.86 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends per share of common stock |
|
$ |
0.475 |
|
|
$ |
0.450 |
|
|
$ |
0.950 |
|
|
$ |
0.900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Shares Outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
37,351 |
|
|
|
36,540 |
|
|
|
36,972 |
|
|
|
36,526 |
|
Diluted |
|
|
37,456 |
|
|
|
36,569 |
|
|
|
37,029 |
|
|
|
36,557 |
|
The accompanying notes are an integral part of the above unaudited consolidated financial statements.
MGE Energy, Inc.
Consolidated Statements of Cash Flows (unaudited)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
|
2026 |
|
|
2025 |
|
Operating Activities: |
|
|
|
|
|
|
Net income |
|
$ |
81,834 |
|
|
$ |
68,090 |
|
Adjustments to reconcile net income to cash provided by operating activities |
|
|
|
|
|
|
Depreciation and amortization |
|
|
57,028 |
|
|
|
56,032 |
|
Deferred income taxes |
|
|
5,518 |
|
|
|
2,578 |
|
Provision for doubtful receivables |
|
|
3,513 |
|
|
|
4,400 |
|
Employee benefit plan credit |
|
|
(4,232 |
) |
|
|
(2,320 |
) |
Cash contributions to pension and other postretirement plans |
|
|
(3,752 |
) |
|
|
(3,800 |
) |
Equity earnings in investments |
|
|
(7,336 |
) |
|
|
(6,241 |
) |
Dividends from investments |
|
|
5,545 |
|
|
|
6,008 |
|
Changes in assets and liabilities |
|
|
|
|
|
|
Current assets |
|
|
23,420 |
|
|
|
13,105 |
|
Accounts payable |
|
|
(21,055 |
) |
|
|
(13,491 |
) |
Deferred income taxes |
|
|
9,532 |
|
|
|
— |
|
Other current liabilities |
|
|
298 |
|
|
|
(2,309 |
) |
Regulatory assets and liabilities, net |
|
|
9,995 |
|
|
|
7,381 |
|
Other, net |
|
|
(11,480 |
) |
|
|
4,520 |
|
Cash Provided by Operating Activities |
|
|
148,828 |
|
|
|
133,953 |
|
|
|
|
|
|
|
|
Investing Activities: |
|
|
|
|
|
|
Capital expenditures |
|
|
(210,906 |
) |
|
|
(111,753 |
) |
Capital contributions to investments |
|
|
(7,714 |
) |
|
|
(5,871 |
) |
Other |
|
|
2,287 |
|
|
|
(630 |
) |
Cash Used for Investing Activities |
|
|
(216,333 |
) |
|
|
(118,254 |
) |
|
|
|
|
|
|
|
Financing Activities: |
|
|
|
|
|
|
Issuance of common stock, net |
|
|
88,948 |
|
|
|
3,750 |
|
Cash dividends paid on common stock |
|
|
(35,299 |
) |
|
|
(32,872 |
) |
Repayments of long-term debt |
|
|
(3,897 |
) |
|
|
(2,625 |
) |
Issuance of long-term debt |
|
|
90,000 |
|
|
|
— |
|
(Repayments of) proceeds from short-term debt |
|
|
(59,777 |
) |
|
|
5,500 |
|
Other |
|
|
(1,523 |
) |
|
|
(812 |
) |
Cash Provided by (Used for) Financing Activities |
|
|
78,452 |
|
|
|
(27,059 |
) |
|
|
|
|
|
|
|
Change in cash, cash equivalents, and restricted cash |
|
|
10,947 |
|
|
|
(11,360 |
) |
Cash, cash equivalents, and restricted cash at beginning of period |
|
|
8,736 |
|
|
|
24,496 |
|
Cash, cash equivalents, and restricted cash at end of period |
|
$ |
19,683 |
|
|
$ |
13,136 |
|
The accompanying notes are an integral part of the above unaudited consolidated financial statements.
MGE Energy, Inc.
Consolidated Balance Sheets (unaudited)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
ASSETS |
|
2026 |
|
|
2025 |
|
Current Assets: |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
16,621 |
|
|
$ |
5,666 |
|
Accounts receivable, less reserves of $11,049 and $8,578, respectively |
|
|
42,330 |
|
|
|
57,558 |
|
Other accounts receivable, less reserves of $2,318 and $2,084, respectively |
|
|
14,421 |
|
|
|
12,983 |
|
Unbilled revenues |
|
|
29,967 |
|
|
|
42,770 |
|
Materials and supplies, at average cost |
|
|
38,553 |
|
|
|
37,850 |
|
Fuel for electric generation, at average cost |
|
|
12,753 |
|
|
|
11,010 |
|
Stored natural gas, at average cost |
|
|
13,671 |
|
|
|
15,317 |
|
Prepaid taxes |
|
|
19,123 |
|
|
|
19,314 |
|
Regulatory assets - current |
|
|
8,705 |
|
|
|
8,879 |
|
Other current assets |
|
|
14,751 |
|
|
|
17,201 |
|
Total Current Assets |
|
|
210,895 |
|
|
|
228,548 |
|
Regulatory assets |
|
|
51,244 |
|
|
|
42,758 |
|
Pension and other postretirement benefit asset |
|
|
172,412 |
|
|
|
164,985 |
|
Other deferred assets and other |
|
|
19,872 |
|
|
|
18,348 |
|
Property, Plant, and Equipment: |
|
|
|
|
|
|
Property, plant, and equipment, net |
|
|
2,337,481 |
|
|
|
2,279,899 |
|
Construction work in progress |
|
|
372,628 |
|
|
|
292,969 |
|
Total Property, Plant, and Equipment |
|
|
2,710,109 |
|
|
|
2,572,868 |
|
Investments |
|
|
135,673 |
|
|
|
127,913 |
|
Total Assets |
|
$ |
3,300,205 |
|
|
$ |
3,155,420 |
|
|
|
|
|
|
|
|
LIABILITIES AND CAPITALIZATION |
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
Long-term debt due within one year |
|
$ |
20,509 |
|
|
$ |
21,633 |
|
Short-term debt |
|
|
34,750 |
|
|
|
94,527 |
|
Accounts payable |
|
|
66,836 |
|
|
|
117,673 |
|
Accrued interest and taxes |
|
|
12,127 |
|
|
|
10,269 |
|
Accrued payroll related items |
|
|
15,742 |
|
|
|
17,244 |
|
Regulatory liabilities - current |
|
|
23,801 |
|
|
|
23,490 |
|
Other current liabilities |
|
|
11,799 |
|
|
|
11,873 |
|
Total Current Liabilities |
|
|
185,564 |
|
|
|
296,709 |
|
Other Credits: |
|
|
|
|
|
|
Deferred income taxes |
|
|
340,423 |
|
|
|
337,798 |
|
Investment tax credit - deferred |
|
|
61,466 |
|
|
|
48,609 |
|
Regulatory liabilities |
|
|
197,539 |
|
|
|
185,372 |
|
Accrued pension and other postretirement benefits |
|
|
51,452 |
|
|
|
51,105 |
|
Asset retirement obligations |
|
|
79,395 |
|
|
|
76,289 |
|
Other deferred liabilities and other |
|
|
64,743 |
|
|
|
63,397 |
|
Total Other Credits |
|
|
795,018 |
|
|
|
762,570 |
|
Capitalization: |
|
|
|
|
|
|
Common shareholders' equity |
|
|
1,440,519 |
|
|
|
1,303,936 |
|
Long-term debt |
|
|
879,104 |
|
|
|
792,205 |
|
Total Capitalization |
|
|
2,319,623 |
|
|
|
2,096,141 |
|
Commitments and contingencies (see Footnote 8) |
|
|
|
|
|
|
Total Liabilities and Capitalization |
|
$ |
3,300,205 |
|
|
$ |
3,155,420 |
|
The accompanying notes are an integral part of the above unaudited consolidated financial statements.
MGE Energy, Inc.
Consolidated Statements of Common Equity (unaudited)
(In thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
Other |
|
|
|
|
|
|
Common |
|
|
Paid-in |
|
|
Retained |
|
|
Comprehensive |
|
|
|
|
|
|
Stock |
|
|
Capital |
|
|
Earnings |
|
|
Income/(Loss) |
|
|
Total |
|
Three Months Ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning Balance |
|
$ |
36,537 |
|
|
$ |
433,079 |
|
|
$ |
789,297 |
|
|
$ |
— |
|
|
$ |
1,258,913 |
|
Net income |
|
|
|
|
|
|
|
|
26,498 |
|
|
|
|
|
|
26,498 |
|
Common stock dividends declared ($0.450 per share) |
|
|
|
|
|
|
|
|
(16,444 |
) |
|
|
|
|
|
(16,444 |
) |
Issuance of common stock, net |
|
5 |
|
|
|
466 |
|
|
|
|
|
|
|
|
|
471 |
|
Equity-based compensation plans and other |
|
|
|
|
|
535 |
|
|
|
|
|
|
|
|
|
535 |
|
Ending Balance - June 30, 2025 |
|
$ |
36,542 |
|
|
$ |
434,080 |
|
|
$ |
799,351 |
|
|
$ |
— |
|
|
$ |
1,269,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning Balance |
|
$ |
36,753 |
|
|
$ |
449,098 |
|
|
$ |
863,548 |
|
|
$ |
— |
|
|
$ |
1,349,399 |
|
Net income |
|
|
|
|
|
|
|
|
33,353 |
|
|
|
|
|
|
33,353 |
|
Common stock dividends declared ($0.475 per share) |
|
|
|
|
|
|
|
|
(17,931 |
) |
|
|
|
|
|
(17,931 |
) |
Issuance of common stock, net |
|
|
1,028 |
|
|
|
73,906 |
|
|
|
|
|
|
|
|
|
74,934 |
|
Equity-based compensation plans and other |
|
|
|
|
|
764 |
|
|
|
|
|
|
|
|
|
764 |
|
Ending Balance - June 30, 2026 |
|
$ |
37,781 |
|
|
$ |
523,768 |
|
|
$ |
878,970 |
|
|
$ |
— |
|
|
$ |
1,440,519 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning Balance |
|
$ |
36,490 |
|
|
$ |
429,515 |
|
|
$ |
764,133 |
|
|
$ |
— |
|
|
$ |
1,230,138 |
|
Net income |
|
|
|
|
|
|
|
|
68,090 |
|
|
|
|
|
|
68,090 |
|
Common stock dividends declared ($0.900 per share) |
|
|
|
|
|
|
|
|
(32,872 |
) |
|
|
|
|
|
(32,872 |
) |
Issuance of common stock, net |
|
41 |
|
|
|
3,709 |
|
|
|
|
|
|
|
|
|
3,750 |
|
Equity-based compensation plans and other |
|
|
11 |
|
|
|
856 |
|
|
|
|
|
|
|
|
|
867 |
|
Ending Balance - June 30, 2025 |
|
$ |
36,542 |
|
|
$ |
434,080 |
|
|
$ |
799,351 |
|
|
$ |
— |
|
|
$ |
1,269,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning Balance |
|
$ |
36,542 |
|
|
$ |
434,959 |
|
|
$ |
832,435 |
|
|
$ |
— |
|
|
$ |
1,303,936 |
|
Net income |
|
|
|
|
|
|
|
|
81,834 |
|
|
|
|
|
|
81,834 |
|
Common stock dividends declared ($0.950 per share) |
|
|
|
|
|
|
|
|
(35,299 |
) |
|
|
|
|
|
(35,299 |
) |
Issuance of common stock, net |
|
|
1,217 |
|
|
|
87,731 |
|
|
|
|
|
|
|
|
|
88,948 |
|
Equity-based compensation plans and other |
|
22 |
|
|
|
1,078 |
|
|
|
|
|
|
|
|
|
1,100 |
|
Ending Balance - June 30, 2026 |
|
$ |
37,781 |
|
|
$ |
523,768 |
|
|
$ |
878,970 |
|
|
$ |
— |
|
|
$ |
1,440,519 |
|
The accompanying notes are an integral part of the above unaudited consolidated financial statements.
Madison Gas and Electric Company
Consolidated Statements of Income (unaudited)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Operating Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Electric revenues |
|
$ |
131,594 |
|
|
$ |
129,527 |
|
|
$ |
263,034 |
|
|
$ |
255,016 |
|
Gas revenues |
|
|
29,601 |
|
|
|
29,925 |
|
|
|
140,864 |
|
|
|
123,406 |
|
Total Operating Revenues |
|
|
161,195 |
|
|
|
159,452 |
|
|
|
403,898 |
|
|
|
378,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Fuel for electric generation |
|
|
12,907 |
|
|
|
16,292 |
|
|
|
33,216 |
|
|
|
33,861 |
|
Purchased power |
|
|
5,813 |
|
|
|
5,562 |
|
|
|
8,280 |
|
|
|
9,940 |
|
Cost of gas sold |
|
|
9,285 |
|
|
|
11,313 |
|
|
|
80,108 |
|
|
|
65,277 |
|
Other operations and maintenance |
|
|
64,863 |
|
|
|
57,489 |
|
|
|
126,099 |
|
|
|
113,751 |
|
Depreciation and amortization |
|
|
28,939 |
|
|
|
28,354 |
|
|
|
57,028 |
|
|
|
56,032 |
|
Other general taxes |
|
|
6,375 |
|
|
|
5,931 |
|
|
|
12,670 |
|
|
|
11,888 |
|
Total Operating Expenses |
|
|
128,182 |
|
|
|
124,941 |
|
|
|
317,401 |
|
|
|
290,749 |
|
Operating Income |
|
|
33,013 |
|
|
|
34,511 |
|
|
|
86,497 |
|
|
|
87,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income, net |
|
|
7,644 |
|
|
|
747 |
|
|
|
14,327 |
|
|
|
363 |
|
Interest expense, net |
|
|
(9,366 |
) |
|
|
(8,554 |
) |
|
|
(19,190 |
) |
|
|
(16,189 |
) |
Income before income taxes |
|
|
31,291 |
|
|
|
26,704 |
|
|
|
81,634 |
|
|
|
71,847 |
|
Income tax provision |
|
|
(3,079 |
) |
|
|
(2,229 |
) |
|
|
(7,709 |
) |
|
|
(7,569 |
) |
Net Income |
|
$ |
28,212 |
|
|
$ |
24,475 |
|
|
$ |
73,925 |
|
|
$ |
64,278 |
|
Less: Net Income Attributable to Noncontrolling Interest, net of tax |
|
|
(5,729 |
) |
|
|
(5,714 |
) |
|
|
(11,335 |
) |
|
|
(11,313 |
) |
Net Income Attributable to MGE |
|
$ |
22,483 |
|
|
$ |
18,761 |
|
|
$ |
62,590 |
|
|
$ |
52,965 |
|
The accompanying notes are an integral part of the above unaudited consolidated financial statements.
Madison Gas and Electric Company
Consolidated Statements of Cash Flows (unaudited)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
|
2026 |
|
|
2025 |
|
Operating Activities: |
|
|
|
|
|
|
Net income |
|
$ |
73,925 |
|
|
$ |
64,278 |
|
Adjustments to reconcile net income to cash provided by operating activities |
|
|
|
|
|
|
Depreciation and amortization |
|
|
57,028 |
|
|
|
56,032 |
|
Deferred income taxes |
|
|
4,376 |
|
|
|
1,785 |
|
Provision for doubtful receivables |
|
|
3,513 |
|
|
|
4,400 |
|
Employee benefit plan credit |
|
|
(4,232 |
) |
|
|
(2,319 |
) |
Cash contributions to pension and other postretirement plans |
|
|
(3,752 |
) |
|
|
(3,800 |
) |
Changes in assets and liabilities |
|
|
|
|
|
|
Current assets |
|
|
22,278 |
|
|
|
13,107 |
|
Accounts payable |
|
|
(21,297 |
) |
|
|
(13,533 |
) |
Deferred income taxes |
|
|
9,532 |
|
|
|
— |
|
Other current liabilities |
|
|
3,428 |
|
|
|
(2,771 |
) |
Regulatory assets and liabilities, net |
|
|
9,995 |
|
|
|
7,381 |
|
Other, net |
|
|
(8,344 |
) |
|
|
3,428 |
|
Cash Provided by Operating Activities |
|
|
146,450 |
|
|
|
127,988 |
|
|
|
|
|
|
|
|
Investing Activities: |
|
|
|
|
|
|
Capital expenditures |
|
|
(210,906 |
) |
|
|
(111,753 |
) |
Other |
|
|
(3,116 |
) |
|
|
(765 |
) |
Cash Used for Investing Activities |
|
|
(214,022 |
) |
|
|
(112,518 |
) |
|
|
|
|
|
|
|
Financing Activities: |
|
|
|
|
|
|
Cash dividends paid to parent by MGE |
|
|
(18,000 |
) |
|
|
(23,500 |
) |
Distributions to parent from noncontrolling interest |
|
|
(8,250 |
) |
|
|
(8,000 |
) |
Capital contribution from parent |
|
|
77,500 |
|
|
|
— |
|
Repayments of long-term debt |
|
|
(3,897 |
) |
|
|
(2,625 |
) |
Issuance of long-term debt |
|
|
90,000 |
|
|
|
— |
|
(Repayments of) proceeds from short-term debt |
|
|
(59,777 |
) |
|
|
5,500 |
|
Other |
|
|
(1,523 |
) |
|
|
(812 |
) |
Cash Provided by (Used for) Financing Activities |
|
|
76,053 |
|
|
|
(29,437 |
) |
|
|
|
|
|
|
|
Change in cash, cash equivalents, and restricted cash |
|
|
8,481 |
|
|
|
(13,967 |
) |
Cash, cash equivalents, and restricted cash at beginning of period |
|
|
5,318 |
|
|
|
20,059 |
|
Cash, cash equivalents, and restricted cash at end of period |
|
$ |
13,799 |
|
|
$ |
6,092 |
|
The accompanying notes are an integral part of the above unaudited consolidated financial statements.
Madison Gas and Electric Company
Consolidated Balance Sheets (unaudited)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
ASSETS |
|
2026 |
|
|
2025 |
|
Current Assets: |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
10,737 |
|
|
$ |
2,248 |
|
Accounts receivable, less reserves of $11,049 and $8,578, respectively |
|
|
42,330 |
|
|
|
57,558 |
|
Other accounts receivable, less reserves of $2,318 and $2,084, respectively |
|
|
14,419 |
|
|
|
12,979 |
|
Unbilled revenues |
|
|
29,967 |
|
|
|
42,770 |
|
Materials and supplies, at average cost |
|
|
38,553 |
|
|
|
37,850 |
|
Fuel for electric generation, at average cost |
|
|
12,753 |
|
|
|
11,010 |
|
Stored natural gas, at average cost |
|
|
13,671 |
|
|
|
15,317 |
|
Prepaid taxes |
|
|
19,027 |
|
|
|
18,748 |
|
Regulatory assets - current |
|
|
8,705 |
|
|
|
8,879 |
|
Other current assets |
|
|
15,445 |
|
|
|
17,225 |
|
Total Current Assets |
|
|
205,607 |
|
|
|
224,584 |
|
Regulatory assets |
|
|
51,244 |
|
|
|
42,758 |
|
Pension and other postretirement benefit asset |
|
|
172,412 |
|
|
|
164,985 |
|
Other deferred assets and other |
|
|
18,243 |
|
|
|
17,817 |
|
Property, Plant, and Equipment: |
|
|
|
|
|
|
Property, plant, and equipment, net |
|
|
2,337,509 |
|
|
|
2,279,927 |
|
Construction work in progress |
|
|
372,628 |
|
|
|
292,969 |
|
Total Property, Plant, and Equipment |
|
|
2,710,137 |
|
|
|
2,572,896 |
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
3,157,643 |
|
|
$ |
3,023,040 |
|
|
|
|
|
|
|
|
LIABILITIES AND CAPITALIZATION |
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
Long-term debt due within one year |
|
$ |
20,509 |
|
|
$ |
21,633 |
|
Short-term debt |
|
|
34,750 |
|
|
|
94,527 |
|
Accounts payable |
|
|
66,579 |
|
|
|
117,658 |
|
Accrued interest and taxes |
|
|
12,192 |
|
|
|
10,234 |
|
Accrued payroll related items |
|
|
15,742 |
|
|
|
17,244 |
|
Regulatory liabilities - current |
|
|
23,801 |
|
|
|
23,490 |
|
Other current liabilities |
|
|
11,798 |
|
|
|
8,843 |
|
Total Current Liabilities |
|
|
185,371 |
|
|
|
293,629 |
|
Other Credits: |
|
|
|
|
|
|
Deferred income taxes |
|
|
302,681 |
|
|
|
301,198 |
|
Investment tax credit - deferred |
|
|
61,466 |
|
|
|
48,609 |
|
Regulatory liabilities |
|
|
197,539 |
|
|
|
185,372 |
|
Accrued pension and other postretirement benefits |
|
|
51,452 |
|
|
|
51,105 |
|
Asset retirement obligations |
|
|
79,395 |
|
|
|
76,289 |
|
Other deferred liabilities and other |
|
|
68,108 |
|
|
|
67,281 |
|
Total Other Credits |
|
|
760,641 |
|
|
|
729,854 |
|
Capitalization: |
|
|
|
|
|
|
Common shareholder's equity |
|
|
1,172,654 |
|
|
|
1,050,564 |
|
Noncontrolling interest |
|
|
159,873 |
|
|
|
156,788 |
|
Total Equity |
|
|
1,332,527 |
|
|
|
1,207,352 |
|
Long-term debt |
|
|
879,104 |
|
|
|
792,205 |
|
Total Capitalization |
|
|
2,211,631 |
|
|
|
1,999,557 |
|
Commitments and contingencies (see Footnote 8) |
|
|
|
|
|
|
Total Liabilities and Capitalization |
|
$ |
3,157,643 |
|
|
$ |
3,023,040 |
|
The accompanying notes are an integral part of the above unaudited consolidated financial statements.
Madison Gas and Electric Company
Consolidated Statements of Equity (unaudited)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
Other |
|
|
Non- |
|
|
|
|
|
|
Common Stock |
|
|
Paid-in |
|
|
Retained |
|
|
Comprehensive |
|
|
Controlling |
|
|
|
|
|
|
Shares |
|
|
Value |
|
|
Capital |
|
|
Earnings |
|
|
Income/(Loss) |
|
|
Interest |
|
|
Total |
|
Three Months Ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
|
17,348 |
|
|
$ |
17,348 |
|
|
$ |
283,667 |
|
|
$ |
709,108 |
|
|
$ |
— |
|
|
$ |
151,985 |
|
|
$ |
1,162,108 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
18,761 |
|
|
|
|
|
|
5,714 |
|
|
|
24,475 |
|
Cash dividends paid to parent by MGE |
|
|
|
|
|
|
|
|
|
|
|
(10,000 |
) |
|
|
|
|
|
|
|
|
(10,000 |
) |
Distributions to parent from noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,000 |
) |
|
|
(4,000 |
) |
Ending Balance - June 30, 2025 |
|
|
17,348 |
|
|
$ |
17,348 |
|
|
$ |
283,667 |
|
|
$ |
717,869 |
|
|
$ |
— |
|
|
$ |
153,699 |
|
|
$ |
1,172,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
|
17,348 |
|
|
$ |
17,348 |
|
|
$ |
308,917 |
|
|
$ |
763,156 |
|
|
$ |
— |
|
|
$ |
158,144 |
|
|
$ |
1,247,565 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
22,483 |
|
|
|
|
|
|
5,729 |
|
|
|
28,212 |
|
Capital contributions from parent |
|
|
|
|
|
|
|
|
60,750 |
|
|
|
|
|
|
|
|
|
|
|
|
60,750 |
|
Distributions to parent from noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,000 |
) |
|
|
(4,000 |
) |
Ending Balance - June 30, 2026 |
|
|
17,348 |
|
|
$ |
17,348 |
|
|
$ |
369,667 |
|
|
$ |
785,639 |
|
|
$ |
— |
|
|
$ |
159,873 |
|
|
$ |
1,332,527 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
|
17,348 |
|
|
$ |
17,348 |
|
|
$ |
283,667 |
|
|
$ |
688,404 |
|
|
$ |
— |
|
|
$ |
150,386 |
|
|
$ |
1,139,805 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
52,965 |
|
|
|
|
|
|
11,313 |
|
|
|
64,278 |
|
Cash dividends paid to parent by MGE |
|
|
|
|
|
|
|
|
|
|
|
(23,500 |
) |
|
|
|
|
|
|
|
|
(23,500 |
) |
Distributions to parent from noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,000 |
) |
|
|
(8,000 |
) |
Ending Balance - June 30, 2025 |
|
|
17,348 |
|
|
$ |
17,348 |
|
|
$ |
283,667 |
|
|
$ |
717,869 |
|
|
$ |
— |
|
|
$ |
153,699 |
|
|
$ |
1,172,583 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
|
17,348 |
|
|
$ |
17,348 |
|
|
$ |
292,167 |
|
|
$ |
741,049 |
|
|
$ |
— |
|
|
$ |
156,788 |
|
|
$ |
1,207,352 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
62,590 |
|
|
|
|
|
|
11,335 |
|
|
|
73,925 |
|
Capital contributions from parent |
|
|
|
|
|
|
|
|
77,500 |
|
|
|
|
|
|
|
|
|
|
|
|
77,500 |
|
Cash dividends paid to parent by MGE |
|
|
|
|
|
|
|
|
|
|
|
(18,000 |
) |
|
|
|
|
|
|
|
|
(18,000 |
) |
Distributions to parent from noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,250 |
) |
|
|
(8,250 |
) |
Ending Balance - June 30, 2026 |
|
|
17,348 |
|
|
$ |
17,348 |
|
|
$ |
369,667 |
|
|
$ |
785,639 |
|
|
$ |
— |
|
|
$ |
159,873 |
|
|
$ |
1,332,527 |
|
The accompanying notes are an integral part of the above unaudited consolidated financial statements.
MGE Energy, Inc., and Madison Gas and Electric Company
Notes to Consolidated Financial Statements (unaudited)
June 30, 2026
1.Summary of Significant Accounting Policies – 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 Elm Road and MGE Power West Campus own electric generating assets and lease those assets to MGE. Both entities are variable interest entities (VIE) under applicable authoritative accounting guidance. MGE is considered the primary beneficiary of these entities as a result of contractual agreements. As a result, MGE has consolidated MGE Power Elm Road and MGE Power West Campus in its financial reports. See Footnote 3 of the Notes to the Consolidated Financial Statements under Item 8, Financial Statements and Supplementary Data, of MGE Energy's and MGE's 2025 Annual Report on Form 10-K (the 2025 Annual Report on Form 10-K).
The accompanying consolidated financial statements as of June 30, 2026, and for the three and six months ended, as applicable, are unaudited but include all adjustments that MGE Energy and MGE management consider necessary for a fair statement of their respective financial statements. All adjustments are of a normal, recurring nature except as otherwise disclosed. The year-end consolidated balance sheet information was derived from the audited balance sheet appearing in the 2025 Annual Report on Form 10-K but does not include all disclosures required by accounting principles generally accepted in the United States of America. These notes should be read in conjunction with the financial statements and the notes thereto located on pages 52 through 105 of the 2025 Annual Report on Form 10-K.
b.Supplemental Cash Flow Information – MGE Energy and MGE.
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MGE Energy |
|
MGE(b) |
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|
June 30, |
|
June 30, |
|
June 30, |
|
June 30, |
(In Thousands) |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
Income tax paid (receipts), net(a): |
|
|
|
|
|
|
|
|
|
|
|
|
US Federal |
|
$ |
(7,232) |
|
$ |
3,681 |
|
$ |
(7,872) |
|
$ |
3,351 |
US State and Local: |
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|
|
|
|
|
|
|
|
|
|
|
Wisconsin |
|
|
3,800 |
|
|
5,000 |
|
|
3,620 |
|
|
4,980 |
Other |
|
|
91 |
|
|
66 |
|
|
— |
|
|
— |
Significant noncash investing activities: |
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|
|
|
|
|
|
|
|
|
|
Accrued capital expenditures |
|
|
26,099 |
|
|
9,120 |
|
|
26,099 |
|
|
9,120 |
(a)For the six months ended June 30, 2026, federal tax receipts include $9.5 million of proceeds from the transfer of federal tax credits under Internal Revenue Code Section 6418.
(b)MGE Energy files a consolidated federal income tax return with its subsidiaries. While taxes are filed on a consolidated basis, MGE calculates its respective share of tax liability and makes intercompany tax payments to or from its parent company.
The following table presents the components of total cash, cash equivalents, and restricted cash on the consolidated balance sheets.
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MGE Energy |
|
MGE |
|
|
June 30, |
|
December 31, |
|
June 30, |
|
December 31, |
(In thousands) |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
Cash and cash equivalents |
|
$ |
16,621 |
|
$ |
5,666 |
|
$ |
10,737 |
|
$ |
2,248 |
Restricted cash |
|
|
1,014 |
|
|
952 |
|
|
1,014 |
|
|
952 |
Receivable - margin account |
|
|
2,048 |
|
|
2,118 |
|
|
2,048 |
|
|
2,118 |
Cash, cash equivalents, and restricted cash |
|
$ |
19,683 |
|
$ |
8,736 |
|
$ |
13,799 |
|
$ |
5,318 |
Cash Equivalents
All highly liquid investments purchased with an original maturity of three months or less are considered to be cash equivalents.
Restricted Cash
MGE has certain cash accounts that are restricted to uses other than current operations and designated for a specific purpose. MGE's restricted cash accounts include cash held by trustees for certain employee benefits and cash deposits held by third parties. These are included in "Other current assets" on the consolidated balance sheets.
Receivable – Margin Account
Cash amounts held by counterparties as margin collateral for certain financial transactions are recorded as Receivable – margin account in "Other current assets" on the consolidated balance sheets. The costs being hedged are fuel for electric generation, purchased power, and cost of gas sold.
2.
New Accounting Standards - MGE Energy and MGE.
In November 2024, the Financial Accounting Standards Board issued authoritative guidance within the codification's Income Statement - Reporting Comprehensive Income topic, which added disclosure requirements for the disaggregation of certain income statement expenses. The authoritative guidance will become effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. MGE will adopt the standard as of the effective date. The adoption of this standard will not have a material impact on MGE Energy's and MGE's financial statements.
In September 2025, the Financial Accounting Standards Board issued authoritative guidance within the codification’s Internal-Use Software topic, which amends certain aspects of the accounting for and disclosure of software costs. The authoritative guidance will become effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods; early adoption is permitted as of the beginning of an annual reporting period. MGE will adopt the standard as of the effective date. The adoption of this standard is not expected to have a material impact on MGE Energy's and MGE’s financial statements.
In May 2026, the Financial Accounting Standards Board issued authoritative guidance within the codification’s Environmental Credits topic, which establishes a comprehensive model for the recognition, measurement, presentation, and disclosure of environmental credits and related obligations. The authoritative guidance will become effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods; early adoption is permitted. MGE will adopt the standard as of the effective date. The adoption of this standard is not expected to have a material impact on MGE Energy's and MGE’s financial statements.
3.Investment in ATC and ATC Holdco - MGE Energy and MGE.
ATC owns and operates electric transmission facilities primarily in Wisconsin. MGE received an interest in ATC when it, like other Wisconsin electric utilities, contributed its electric transmission facilities to ATC, as required by Wisconsin law. That interest is presently held by MGE Transco, a subsidiary of MGE Energy. ATC Holdco was formed by several members of ATC, including MGE Energy, to pursue electric transmission development and investments outside of Wisconsin. The ownership interest in ATC Holdco is held by MGEE Transco, a subsidiary of MGE Energy.
MGE Transco and MGEE Transco have accounted for their investments in ATC and ATC Holdco, respectively, under the equity method of accounting. Equity earnings from investments are recorded as "Other income" on the consolidated statements of income of MGE Energy. MGE Transco recorded the following amounts related to its investment in ATC:
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Three Months Ended |
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Six Months Ended |
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|
|
June 30, |
|
|
June 30, |
|
(In thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Equity earnings from investment in ATC |
|
$ |
3,776 |
|
|
$ |
3,066 |
|
|
$ |
7,298 |
|
|
$ |
6,056 |
|
Dividends received from ATC |
|
|
2,788 |
|
|
|
2,345 |
|
|
|
5,450 |
|
|
|
5,632 |
|
Capital contributions to ATC |
|
|
2,156 |
|
|
|
2,679 |
|
|
|
6,616 |
|
|
|
5,171 |
|
In July 2026, MGE Transco made a $3.6 million capital contribution to ATC.
ATC's summarized financial data is as follows:
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|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
(In thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Operating revenues |
|
$ |
274,048 |
|
|
$ |
241,227 |
|
|
$ |
539,307 |
|
|
$ |
476,156 |
|
Operating expenses |
|
|
(129,636 |
) |
|
|
(117,564 |
) |
|
|
(257,041 |
) |
|
|
(234,309 |
) |
Other income, net |
|
|
1,228 |
|
|
|
550 |
|
|
|
1,928 |
|
|
|
633 |
|
Interest expense, net |
|
|
(45,925 |
) |
|
|
(43,254 |
) |
|
|
(90,401 |
) |
|
|
(82,447 |
) |
Earnings before members' income taxes |
|
$ |
99,715 |
|
|
$ |
80,959 |
|
|
$ |
193,793 |
|
|
$ |
160,033 |
|
MGE receives transmission and other related services from ATC. During the three and six months ended June 30, 2026, MGE recorded $11.2 million and $22.4 million, respectively, for transmission service compared to $10.2 million and $20.4 million for the comparable periods in 2025. MGE also provides a variety of operational, maintenance, and project management work for ATC, which is reimbursed by ATC. As of June 30, 2026, and December 31, 2025, MGE had a receivable due from ATC of $3.7 million and $2.5 million, respectively. The receivable is primarily related to transmission interconnection activities at the renewable generation sites. MGE will be reimbursed for these costs after the new generation assets are placed into service.
4.Taxes - MGE Energy and MGE.
Effective Tax Rate.
The effective income tax rates for the period, computed by dividing income tax expense by income before taxes, were as follows:
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MGE Energy |
|
MGE |
Effective income tax rate |
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2026 |
|
2025 |
|
2026 |
|
2025 |
Three Months Ended June 30, |
|
|
11.4 |
|
% |
|
|
10.1 |
|
% |
|
|
9.8 |
|
% |
|
|
8.4 |
|
% |
Six Months Ended June 30, |
|
|
11.0 |
|
% |
|
|
12.0 |
|
% |
|
|
9.4 |
|
% |
|
|
10.5 |
|
% |
The effective tax rates were different than the federal statutory rate primarily due to state income taxes, net of the related federal tax benefit, federal production tax credits (PTC) and investment tax credits (ITC), the amortization of excess deferred taxes, and the impact of non-taxable income related to the equity portion of Allowance for Funds Used During Construction (AFUDC), net of depreciation. For both MGE Energy and MGE, the decrease in the effective tax rate for the six months ended June 30, 2026, compared to the prior year period was driven primarily by additional federal tax credits associated with renewable generation and energy storage projects, as well as increased non-taxable income related to the equity portion of AFUDC on projects under construction.
5.Pension and Other Postretirement Plans - MGE Energy and MGE.
MGE maintains qualified and nonqualified pension plans, health care, and life insurance benefits and defined contribution 401(k) benefit plans for its employees and retirees.
The components of net periodic benefit cost, other than the service cost component, are recorded in "Other income, net" on the consolidated statements of income. The service cost component is recorded in "Other operations and maintenance" on the consolidated statements of income. MGE has regulatory treatment and recognizes regulatory assets or liabilities for timing differences between when net periodic benefit costs are recovered and when costs are recognized.
The following table presents the components of net periodic benefit costs recognized.
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|
|
Three Months Ended |
|
|
Six Months Ended |
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|
|
June 30, |
|
|
June 30, |
|
(In thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Pension Benefits |
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|
|
|
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|
|
Components of net periodic benefit cost: |
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|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
583 |
|
|
$ |
655 |
|
|
$ |
1,202 |
|
|
$ |
1,306 |
|
Interest cost |
|
|
4,062 |
|
|
|
4,313 |
|
|
|
8,073 |
|
|
|
8,569 |
|
Expected return on assets |
|
|
(7,790 |
) |
|
|
(7,246 |
) |
|
|
(15,526 |
) |
|
|
(14,507 |
) |
Amortization of: |
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|
|
|
|
|
|
|
|
|
|
|
Actuarial loss |
|
|
59 |
|
|
|
102 |
|
|
|
103 |
|
|
|
150 |
|
Net periodic benefit (credit) cost |
|
$ |
(3,086 |
) |
|
$ |
(2,176 |
) |
|
$ |
(6,148 |
) |
|
$ |
(4,482 |
) |
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|
|
|
|
|
|
Postretirement Benefits |
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|
|
|
|
|
|
|
|
|
|
|
Components of net periodic benefit cost: |
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|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
$ |
177 |
|
|
$ |
188 |
|
|
$ |
352 |
|
|
$ |
371 |
|
Interest cost |
|
|
677 |
|
|
|
754 |
|
|
|
1,359 |
|
|
|
1,514 |
|
Expected return on assets |
|
|
(712 |
) |
|
|
(634 |
) |
|
|
(1,419 |
) |
|
|
(1,358 |
) |
Amortization of: |
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|
|
|
|
|
|
|
|
|
|
|
Transition obligation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
Actuarial gain |
|
|
(208 |
) |
|
|
(173 |
) |
|
|
(389 |
) |
|
|
(321 |
) |
Net periodic benefit (credit) cost |
|
$ |
(66 |
) |
|
$ |
135 |
|
|
$ |
(97 |
) |
|
$ |
207 |
|
As approved by the PSCW, MGE is allowed to defer differences between actual employee benefit plan costs and costs reflected in current rates. The deferred costs may be recovered or refunded in MGE's next rate filing. In 2026, MGE is refunding over-collected costs from previous years. During the three and six months ended June 30, 2025, MGE recovered $0.1 million and $0.7 million, respectively. These costs have not been reflected in the table above.
6.Equity and Financing Arrangements - MGE Energy.
a.Stock Plan Share Issuances.
MGE Energy sells shares of its common stock through its Direct Stock Purchase and Dividend Reinvestment Plan (the Stock Plan). Those shares may be newly issued shares or shares that are purchased in the open market by an independent agent for participants in the Stock Plan. Sales of newly issued shares under the Stock Plan are covered by a shelf registration statement that MGE Energy filed with the SEC. During the six months ended June 30, 2026, and 2025, net proceeds from the Stock Plan were approximately $5.5 million and $3.8 million, respectively, which were used for general corporate purposes.
b.At-the-Market Equity Offering.
In February 2026, MGE Energy filed a prospectus supplement under which it may sell shares of its common stock having an aggregate offering price of up to $100 million, through Guggenheim Securities, LLC, and Morgan Stanley & Co. LLC (each, a Manager) in negotiated transactions that are deemed to be an "at-the-market offering" (ATM). The ATM may be terminated by MGE Energy or, with respect only to itself, any Manager. Unless earlier terminated, the ATM shall automatically terminate on February 23, 2029, if MGE Energy does not file a new shelf registration statement relating to the shares to be sold under the ATM on or prior to such date. Each Manager will be entitled to compensation at a commission equal to up to 2.0% of the gross offering proceeds of the shares of common stock sold under the ATM. MGE Energy expects to use the net proceeds from any issuance of common stock for general corporate purposes, including repayment of short-term debt, funding capital expenditures, and investments in subsidiaries. As of June 30, 2026, MGE Energy sold an aggregate of 154,321 shares of its common stock under the ATM for aggregate net proceeds of $11.5 million and $0.2 million in transaction fees paid.
c.Common Stock Public Offering and Forward Equity Sale Agreements.
On May 6, 2026, MGE Energy completed a registered public offering of 3,300,331 shares of its common stock at a public offering price of $75.75 per share, for aggregate gross proceeds of approximately $250 million. Of the shares offered,
990,099 shares were issued and sold by MGE Energy, resulting in net proceeds of approximately $72.2 million after underwriting discounts and commissions. The remaining 2,310,232 shares were sold to Morgan Stanley & Co. LLC, Bank of America, N.A., and JPMorgan Chase Bank, National Association or their respective affiliates pursuant to separate forward sale agreements entered into by MGE Energy with each of these counterparties. Under the forward sale agreements, MGE Energy has the right to elect physical settlement, cash settlement, or net share settlement, in whole or in part, through January 2028, and the agreements are classified as equity instruments. Based on the initial forward sale price of $72.9094 per share, MGE Energy expects to receive net proceeds of approximately $168.4 million upon full physical settlement of the forward sale agreements, subject to adjustments specified in such agreements. MGE Energy intends to use the net proceeds from the offering and any future settlement of the forward sale agreements for general corporate purposes, which may include repayment of short-term debt, repurchase, retirement or refinancing of other securities, funding capital expenditures, and investments in subsidiaries.
d.Changes in Common Shares Outstanding.
The share issuances discussed above, together with shares issued pursuant to stock-based compensation arrangements, resulted in the following changes in outstanding common stock:
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|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
Common stock shares outstanding at beginning of period |
|
36,753,208 |
|
36,536,628 |
|
36,541,849 |
|
36,489,641 |
Shares issued: |
|
|
|
|
|
|
|
|
At-the-market offering program |
|
— |
|
— |
|
154,321 |
|
— |
Stock-based compensation |
|
— |
|
— |
|
22,050 |
|
11,213 |
Stock plan |
|
37,444 |
|
5,221 |
|
72,432 |
|
40,995 |
Public offering |
|
990,099 |
|
— |
|
990,099 |
|
— |
Common stock shares outstanding at end of period |
|
37,780,751 |
|
36,541,849 |
|
37,780,751 |
|
36,541,849 |
Basic earnings per share is calculated by dividing net income attributable to MGE Energy by the weighted-average number of MGE Energy's common shares outstanding during the period. In the calculation of diluted earnings per share, weighted-average shares outstanding are increased for additional shares that would be outstanding if potentially dilutive securities were converted to common stock. Potentially dilutive securities for MGE Energy consist of restricted stock units and shares under the forward equity sale agreements, as discussed above.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
(In thousands) |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
Net income attributed to common shareholders |
|
33,353 |
|
26,498 |
|
81,834 |
|
68,090 |
Weighted average common shares outstanding - basic |
|
37,351 |
|
36,540 |
|
36,972 |
|
36,526 |
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
Dilutive effect of stock-based compensation awards |
|
43 |
|
29 |
|
26 |
|
31 |
Dilutive effect of forward equity sale agreement |
|
62 |
|
— |
|
31 |
|
— |
Weighted average common shares outstanding - diluted |
|
37,456 |
|
36,569 |
|
37,029 |
|
36,557 |
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$0.89 |
|
$0.73 |
|
$2.21 |
|
$1.86 |
Diluted earnings per share |
|
$0.89 |
|
$0.72 |
|
$2.21 |
|
$1.86 |
7.Share-Based Compensation - MGE Energy and MGE.
During the three and six months ended June 30, 2026, MGE recorded $1.6 million and $2.7 million, respectively, in compensation expense related to share-based compensation awards compared to $0.5 million and $1.7 million, respectively, for the comparable periods in 2025.
In the first quarter of 2026, participants received cash payments totaling $1.7 million and 22,050 shares of common stock upon settlement of awards granted in 2023 to employees and non-employee directors, and in 2025 to non-employee directors, under the 2021 Incentive Plan.
In March 2026, MGE granted 24,879 performance units and 34,230 restricted stock units under the 2021 Incentive Plan to eligible employees and non-employee directors. In April 2026, MGE granted 25,000 restricted stock units under the 2021 Incentive Plan to eligible employees.
Share-based compensation expense is recognized on a straight-line basis over the requisite service period. Awards classified as equity awards are measured based on their grant-date fair value. Awards classified as liability awards are recorded at fair value each reporting period. The performance units can be paid out in cash, shares of common stock, or a combination of cash and stock and are classified as a liability award. The restricted stock units will be paid out in shares of common stock and therefore are classified as equity awards.
8.Commitments and Contingencies - MGE Energy and MGE.
MGE Energy and MGE are subject to frequently changing local, state, and federal regulations concerning air quality, water quality, land use, threatened and endangered species, hazardous materials handling, and solid waste disposal. These regulations affect how we conduct operations and may affect both operating costs and capital expenditures. Several of these environmental rules are subject to legal challenges, reconsideration and/or other uncertainties. Regulatory initiatives, proposed rules, and court challenges to adopted rules could have the potential to have a material effect on capital expenditures and operating costs. Management believes compliance costs will be recovered in future rates based on previous treatment of environmental compliance projects.
These initiatives, proposed rules, and court challenges include:
•The United States Environmental Protection Agency's (EPA) promulgated water Effluent Limitations Guidelines (ELG) and standards for steam electric power plants that focus on the reduction of metals and other pollutants in wastewater from new and existing power plants.
With the closure of the wet pond system in 2023, Columbia complies with ELG requirements. With the installation of additional wastewater treatment equipment completed in 2023, the Elm Road Units comply with ELG requirements.
In May 2024, the EPA finalized the Supplemental Effluent Limitations Guidelines and Standards for the Steam Electric Power Generating Point Source Category (2024 ELG Rule) that further regulates the wastewater discharges associated with coal-fired power plants. The rule impacts Columbia and the Elm Road Units. The 2024 ELG Rule focuses on wastewater discharges from flue gas desulfurization, combustion residual leachate, and bottom ash transport water. The 2024 ELG Rule includes reduced requirements for plants that have already installed pollution controls based on previous versions of the rule, and for plants that will be retiring or switching to natural gas by certain dates. Although the 2024 ELG Rule is currently being challenged in federal court, the litigation is on hold while the EPA undertakes a reconsideration process. The 2024 ELG Rule builds upon the 2020 ELG Rule, which also remains under legal challenge and is similarly on hold pending the outcome of the EPA's review. In December 2025, the EPA published a rule (2025 Rule) that extended several rule deadlines. This rule is also under legal challenge. The operator of the Elm Road Units is in compliance with the 2024 ELG Rule. The operator of Columbia has indicated they are in compliance with the 2024 ELG Rule. MGE will continue to monitor the outcomes of the rule challenges and work with our co-owners on their compliance plans.
•The EPA's cooling water intake rules require that cooling water intake structures at electric power plants meet best technology available (BTA) standards to reduce the mortality from entrainment (drawing aquatic life into a plant's cooling system) and impingement (trapping aquatic life on screens of cooling water intake structures).
Blount received its most recent Wisconsin Pollutant Discharge Elimination System (WPDES) permit from the Wisconsin Department of Natural Resources (WDNR) in October 2023. Blount's latest WPDES permit assumes that the plant meets BTA standards for entrainment for the duration of this permit which expires in 2028. The WDNR included a requirement to conduct an optimization study to demonstrate compliance with impingement BTA
standards in the latest permit which needs to be completed by January 2028. Once the WDNR determines the impingement requirements at Blount, MGE will be able to determine any compliance costs of meeting Blount's permit requirements.
Intakes at Columbia are subject to this rule. In March 2026, Columbia received an updated WPDES permit from the WDNR. The WPDES permit indicates that Columbia's existing intake structure meets BTA standards. MGE does not, based on current information, anticipate any further requirements at Columbia and thus does not expect this rule to have a material effect on Columbia.
•The Clean Air Act set new source performance standards and emission guidelines for greenhouse gas (GHG) emissions from fossil fuel-fired electric generating units. These regulations apply to existing, new, and modified units and guide states in developing their emission control plans.
In May 2024, the EPA published its final performance standards and emission guidelines under Section 111(b) of the Clean Air Act for carbon dioxide emissions from new combustion turbines and existing fossil fuel-fired boilers used to produce electricity. The final rule granted some emissions flexibility for existing coal-fired units that retire and/or fuel switch by certain dates. For existing natural gas boiler units, the final rule established a process where states must submit plans to the EPA for establishing standards. States had two years from the publication date of these rules to submit plans to the EPA for review and approval. Preliminary evaluation of the final ruling showed that MGE met the requirements for the gas-fired boilers at Blount. Evaluations done by the owners of Columbia and the Elm Road Units in 2024 indicated that they have a plan for complying with the May 2024 rule. In June 2025, the EPA published a proposed rule with two potential options: (1) repeal the performance standards and emission guidelines under Section 111 of the Clean Air Act associated with GHG emissions from fossil fuel-fired power plants, or (2) retain only the efficiency-based requirements for new natural gas-fired power plants and repeal all other aspects of the rule. In July 2025, the EPA released a new proposed rule titled "Reconsideration of 2009 Endangerment Finding and Greenhouse Gas Vehicle Standards." In February 2026, the EPA finalized the repeal, which will effectively undo the basis for federal regulation of GHG under the Clean Air Act. Several states and stakeholders have initiated legal challenges to the repeal. The scope and timing of any impacts on federal GHG regulation remain uncertain pending litigation and potential further agency action. MGE will continue to monitor developments.
•The EPA's rule to regulate ambient levels of ozone through the 2015 Ozone National Ambient Air Quality Standards (NAAQS).
The Elm Road Units are located in Milwaukee County, Wisconsin, a nonattainment area for the 2015 Ozone NAAQS. The area was redesignated to serious nonattainment by the EPA in December 2024, effective January 2025, but is currently categorized as moderate nonattainment following a stay granted by the U.S. Court of Appeals for the Seventh Circuit in September 2025. At this time, the operator of the Elm Road Units does not expect that the 2015 Ozone NAAQS or the Milwaukee County nonattainment designation will have a direct material effect on the Elm Road Units.
•The EPA's rule to regulate Fine Particulate Matter (PM2.5).
In March 2024, the EPA published a final rule to lower the average annual PM2.5 NAAQS from 12 ug/m3 to 9 ug/m3 effective May 2024.
Multiple states and industry groups challenged the March 2024 PM2.5 NAAQS rule in the United States Court of Appeals for the District of Columbia Circuit. In February 2025, Wisconsin's Governor Evers submitted a state-wide attainment recommendation to the EPA. In June 2026, the United States Court of Appeals for the District of Columbia Circuit denied the petitions for review. As a result, absent further judicial relief, EPA action, or other legal developments, the annual PM2.5 standard of 9 µg/m3 remains in effect.
The new annual PM2.5 NAAQS could impact Milwaukee County, where the Elm Road Units are located, if the county is determined to be in nonattainment. A nonattainment designation would require the State of Wisconsin to develop a plan to get into attainment, which would likely include additional limitations for new and modified plants in the county. The final impact of this rule will not be known until the EPA determines the attainment status of Wisconsin
counties and the State of Wisconsin develops an attainment implementation plan. MGE will continue to follow the rule's developments.
•
Rules regulating nitrogen oxide (NOx) and sulfur dioxide (SO2) emissions, including the Good Neighbor Plan and Clean Air Visibility Rule.
The EPA's Good Neighbor Plan and its progeny are a suite of interstate air pollution transport rules designed to reduce ozone and PM2.5 ambient air levels in areas that the EPA has determined as being significantly impacted by pollution from upwind states. This is accomplished through a reduction in NOx and SO2 from qualifying fossil fuel-fired power plants and industrial boilers in upwind "contributing" states. NOx and SO2 contribute to fine particulate pollution, and NOx contributes to ozone formation in downwind areas. Reductions are generally achieved through a cap-and-trade system. Individual plants can meet their caps through reducing emissions and/or buying allowances on the market.
In March 2023 (published June 2023), the EPA finalized its Federal Implementation Plan to address state obligations under the Clean Air Act "good neighbor" provisions for the 2015 Ozone NAAQS (Good Neighbor Plan). The Good Neighbor Plan impacts 23 states, including Wisconsin. For Wisconsin, the Good Neighbor Plan includes revisions to the current obligations for fossil-fuel power generation, which includes Blount, Columbia, the Elm Road Units, WCCF, West Riverside, and West Marinette. Initial obligations under the Federal Implementation Plan were scheduled to begin during the 2023 ozone season. In 2026, additional obligations would go into effect, including a further reduction in emissions budgets. Wisconsin would need to submit a State Implementation Plan to meet its obligations or accept the EPA's Good Neighbor Plan.
Multiple legal challenges to the Good Neighbor Plan and related state implementation plan disapprovals are pending, including in the United States Court of Appeals for the District of Columbia. In June 2024, the Supreme Court of the United States granted a request to stay the Good Neighbor Plan and block its enforcement pending judicial review by the U.S. Court of Appeals for the District of Columbia on the merits of petitioner's challenges to implementation of the rule. The EPA has temporarily halted the enforcement of the Good Neighbor Plan's requirements for all pollution sources in states affected by the plan, including Wisconsin. While the EPA addresses these concerns, interim rules have been implemented in Wisconsin to address interstate pollution. Based on MGE's current evaluation, if the Good Neighbor Plan goes into effect as-is, the 2026 additional emission reductions may impact the Elm Road Units. However, the final impact of the rules will not be known until judicial reviews are completed and/or the EPA takes further action regarding the rule.
•The EPA's Coal Combustion Residuals (CCR) Rule.
The CCR Rule regulates the disposal of solid waste coal ash and defines what ash use activities would be considered generally exempt beneficial reuse of coal ash. The CCR Rule also regulates landfills, ash ponds, and other surface impoundments used for coal combustion residuals by regulating their design, location, monitoring, and operation. The CCR Rule requires owners and operators of coal-fired power plants to stop transporting CCR and non-CCR wastewater to unlined surface impoundments. At Columbia, the coal combustion residuals system completed in 2023 replaced the unlined surface impoundment, and Columbia complies with this rule.
Review of the Elm Road Units has indicated that the costs to comply with the CCR Rule are not expected to be significant.
In May 2024, the EPA published its final CCR Legacy Rule. The CCR Legacy Rule applies to previously closed disposal sites. In 2024, MGE recorded an asset retirement obligation for its estimated share of the legal liability associated with the effect of the CCR Legacy Rule for remediation and groundwater compliance monitoring at Columbia. Actual costs of compliance may be different than the amount recorded due to potential changes in compliance strategies that will be used, as well as other potential changes in cost estimate.
In February 2026, the EPA finalized the CCR Management Unit Deadline Extension Rule, which provides a one-year extension for the submission of Facility Evaluation Reports and extends the deadline for the implementation of groundwater monitoring systems at legacy CCR management units to February 2031. Columbia continues to evaluate the impact of this extension on its compliance timeline. This update is not expected to materially affect anticipated
compliance costs. In April 2026, the EPA published a proposed rule that would amend the CCR regulations by eliminating certain closure requirements that previously applied to legacy surface impoundments and CCR management units. MGE will continue to monitor legal developments and any future updates to this rule.
MGE is involved in various legal matters that are being defended and handled in the normal course of business. MGE accrues for costs that are probable of being incurred and subject to reasonable estimation. The accrued amount for these matters is not material to the financial statements. MGE does not expect the resolution of these matters to have a material adverse effect on its consolidated results of operations, financial condition, or cash flows.
MGE Energy and MGE have entered into various commodity supply, transportation, and storage contracts to meet their obligations to deliver electricity and natural gas to customers. Management expects to recover these costs in future customer rates. The following table shows future minimum commitments related to purchase contracts as of June 30, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
2026 |
|
|
2027 |
|
|
2028 |
|
|
2029 |
|
|
2030 |
|
|
Thereafter |
|
Coal(a) |
|
$ |
19,327 |
|
|
$ |
12,157 |
|
|
$ |
7,927 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
(a)Total coal commitments for MGE's share of the Columbia and Elm Road Units, including transportation. Fuel procurement for MGE's jointly owned Columbia and Elm Road Units is handled by Wisconsin Power and Light Company and WEPCO, respectively, who are the operators of those facilities.
9.Rate Matters - MGE Energy and MGE.
|
|
|
|
|
|
|
|
|
|
|
Rate increase |
|
Return on Common Equity |
|
Common Equity Component of Regulatory Capital Structure |
|
Effective Date |
Approved 2024/2025 rate proceeding(a)(b) |
|
|
|
|
|
|
|
|
Electric(c) |
|
2.63% |
|
9.7% |
|
56.1% |
|
1/1/2025 |
Gas |
|
1.32% |
|
9.7% |
|
56.1% |
|
1/1/2025 |
Approved 2026/2027 settlement(b)(d) |
|
|
|
|
|
|
|
|
Electric |
|
0.15% |
|
9.8% |
|
56.1% |
|
1/1/2026 |
Gas |
|
2.77% |
|
9.8% |
|
56.1% |
|
1/1/2026 |
Electric |
|
3.63% |
|
9.8% |
|
56.1% |
|
1/1/2027 |
Gas |
|
2.04% |
|
9.8% |
|
56.1% |
|
1/1/2027 |
(a)The electric rate increase was driven by an increase in rate base including our investments made in West Riverside, local solar, continued investment in grid modernization, as well as higher costs for transmission, pension and other post retirement benefits, and uncollectible costs (including costs previously deferred from prior years). This increase in electric costs is offset by a decrease in fuel costs and benefit from lower tax expense (including impacts from the Inflation Reduction Act). MGE filed an updated 2025 fuel forecast with the PSCW in 2024, which impacted rates in 2025, based on any variance between the forecast submitted as part of the rates and updated forecast. In addition, the PSCW authorized MGE to defer a recovery of and a return on costs associated for any change in the in-service date for Paris and force majeure costs for Badger Hollow II and Paris that were not reflected in this rate filing. The PSCW also approved deferral of any differential in PTC tax credits reflected in rates and actual credits produced. These deferrals will be reflected in MGE's next rate case filing. The gas rate increases were also driven by our investment made in grid modernization and higher pension and other post retirement benefits and uncollectible costs (including costs previously deferred from prior years). This increase in gas costs is offset by a tax benefit related to excess deferred taxes. Included in the gas residential rate is a reduction in the customer fixed charge.
(b)Includes an earnings sharing mechanism, under which, if MGE earns above the authorized Return on Equity (ROE) in the rate order: (i) the utility will retain 100.0% of earnings for the first 15 basis points above the authorized ROE; (ii) 50.0% of the next 60 basis points will be required to be deferred and returned to customers; and (iii) 100.0% of any remaining excess earnings will be required to be refunded to customers. The earnings calculation excludes fuel rules adjustments. See "Fuel Rules" below.
(c)The PSCW approved a 2025 Fuel Cost Plan in December 2024. The plan lowered the 2025 increase in electric rates to 2.63% to reflect lower expected fuel costs.
(d)The electric rate increase reflects growth in rate base, primarily from investments in solar and battery projects, West Riverside, and continued investment in grid modernization, as well as higher costs for transmission. The increase in electric costs is offset by a decrease in fuel costs, changes in pension and other post retirement benefits, updated depreciation rates, and benefit from lower tax expense (including impacts from the Inflation Reduction Act). MGE filed a 2027 Fuel Cost Plan with the PSCW in June 2026. The gas increase is driven by an increase in rate base including continued distribution infrastructure improvements designed to enhance reliability and safety and system modernization, and updated depreciation
rates. The increase in gas costs is offset by changes in pension and other post retirement benefits. MGE expects a final decision from the PSCW on the Fuel Cost Plan by the end of 2026.
Fuel rules require Wisconsin utilities to defer electric fuel-related costs that fall outside a symmetrical cost tolerance band around the amount approved for a utility in its annual fuel proceedings. Any over- or under-recovery of the actual costs is determined in the following year and is then reflected in future billings to electric retail customers. The fuel rules bandwidth is set at plus or minus 2% in 2026 and 2025. The electric fuel-related costs are subject to an excess revenues test. Excess revenues are defined as revenues in the year in question that provide MGE with a greater return on common equity than authorized by the PSCW in MGE's latest rate order. The recovery of under-collected electric fuel-related costs would be reduced by the amount that exceeds the excess revenue test. These costs are subject to the PSCW's annual review of fuel costs completed in the year following the deferral. The following table summarizes deferred electric fuel-related costs:
|
|
|
|
|
|
|
Fuel Costs (Savings) (in millions) |
|
Refund or Recovery Period |
2024 |
|
($3.0)(a) |
|
October 2025 |
2025 |
|
($7.1)(a) |
|
October 2026 |
2026 |
|
($6.7) |
|
(b) |
(a)There was no change to the refund or recovery in the fuel rules proceedings from the amount MGE deferred.
(b)These costs (savings) will be subject to the PSCW's annual review of 2026 fuel costs, expected to be completed in 2027.
10.Derivative and Hedging Instruments - MGE Energy and MGE.
As part of its regular operations, MGE enters into contracts, including options, swaps, futures, forwards, and other contractual commitments, to manage its exposure to commodity prices. To the extent that these contracts are derivatives, MGE assesses whether or not the normal purchases or normal sales exclusion applies. For contracts to which this exclusion cannot be applied, the derivatives are recognized in the consolidated balance sheets at fair value. MGE's financial commodity derivative activities are conducted in accordance with its electric and gas risk management program, which is approved by the PSCW and limits the volume MGE can hedge with specific risk management strategies. The maximum length of time over which cash flows related to energy commodities can be hedged is four years. If the derivative qualifies for regulatory deferral, the derivatives are marked to fair value and are offset with a corresponding regulatory asset or liability depending on whether the derivative is in a net loss or net gain position, respectively. The deferred gain or loss is recognized in earnings in the delivery month applicable to the instrument. Gains and losses related to hedges qualifying for regulatory treatment are refundable or recoverable in gas rates through the Purchased Gas Adjustment (PGA) or in electric rates as a component of the fuel rules mechanism.
The gross notional volume of open derivatives is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2026 |
|
December 31, 2025 |
Commodity derivative contracts |
|
|
195,080 |
|
|
MWh |
|
|
224,360 |
|
|
MWh |
Commodity derivative contracts |
|
|
7,330,000 |
|
|
Dth |
|
|
8,230,000 |
|
|
Dth |
FTRs |
|
|
5,424 |
|
|
MW |
|
|
2,413 |
|
|
MW |
c.Financial Statement Presentation.
MGE purchases and sells exchange-traded and over-the-counter options, swaps, and futures contracts. These arrangements are primarily entered into to help stabilize the price risk associated with gas or power purchases. These transactions are employed by both MGE's gas and electric segments. Additionally, as a result of the firm transmission agreements that MGE holds on electricity transmission paths in the MISO market, MGE holds financial transmission rights (FTRs). An FTR is a financial instrument that entitles the holder to a stream of revenues or charges based on the differences in hourly day-ahead energy prices between two points on the transmission grid. The fair values of these instruments are offset with a corresponding regulatory asset/liability depending on whether the instruments are in a net loss/gain position. Depending on the nature of the instrument, the gain or loss associated with these transactions will be reflected as cost of gas sold, fuel for electric generation, or purchased power expense in the delivery month applicable to
the instrument. As of June 30, 2026, and December 31, 2025, the cost basis of exchange traded derivatives and FTRs exceeded their fair value by $0.8 million and $1.4 million, respectively.
The following table summarizes the fair value of the derivative instruments on the consolidated balance sheets. All derivative instruments in this table are presented on a gross basis and are calculated prior to the netting of instruments with the same counterparty under a master netting agreement as well as the netting of collateral. For financial statement purposes, instruments are netted with the same counterparty under a master netting agreement as well as the netting of collateral.
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative |
|
|
Derivative |
|
|
|
(In thousands) |
|
Assets |
|
|
Liabilities |
|
|
Balance Sheet Location |
June 30, 2026 |
|
|
|
|
|
|
|
|
Commodity derivative contracts(a) |
|
$ |
1,177 |
|
|
$ |
1,399 |
|
|
Other current liabilities |
Commodity derivative contracts(a) |
|
|
199 |
|
|
|
139 |
|
|
Other deferred liabilities and other |
FTRs(a) |
|
|
— |
|
|
|
630 |
|
|
Other current liabilities |
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
|
|
|
|
|
|
|
Commodity derivative contracts(a) |
|
$ |
448 |
|
|
$ |
2,380 |
|
|
Other current liabilities |
Commodity derivative contracts(a) |
|
|
366 |
|
|
|
185 |
|
|
Other deferred liabilities and other |
FTRs |
|
|
337 |
|
|
|
— |
|
|
Other current assets |
(a)
As of June 30, 2026, and December 31, 2025, collateral of $0.8 million and $1.8 million, respectively, was posted against and netted with derivative liability positions. The fair value of the derivatives disclosed in this table has not been adjusted for the collateral posted.
The following table shows the effect of netting arrangements for recognized derivative assets and liabilities that are subject to a master netting arrangement or similar arrangement on the consolidated balance sheets.
Offsetting of Derivative Assets and Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
Gross Amounts |
|
|
Gross Amounts Offset in Balance Sheets |
|
|
Collateral Posted Against Derivative Positions |
|
|
Net Amount Presented in Balance Sheets |
|
June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Commodity derivative contracts |
|
$ |
1,376 |
|
|
$ |
(1,376 |
) |
|
$ |
— |
|
|
$ |
— |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
FTRs |
|
|
630 |
|
|
|
— |
|
|
|
(630 |
) |
|
|
— |
|
Commodity derivative contracts |
|
|
1,538 |
|
|
|
(1,376 |
) |
|
|
(162 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Commodity derivative contracts |
|
$ |
814 |
|
|
$ |
(814 |
) |
|
$ |
— |
|
|
$ |
— |
|
FTRs |
|
|
337 |
|
|
|
— |
|
|
|
— |
|
|
|
337 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Commodity derivative contracts |
|
|
2,565 |
|
|
|
(814 |
) |
|
|
(1,751 |
) |
|
|
— |
|
The following tables summarize the unrealized and realized gains (losses) related to the derivative instruments on the consolidated balance sheets and the consolidated statements of income.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2026 |
|
|
2025 |
|
(In thousands) |
|
Current and Long-Term Regulatory Asset (Liability) |
|
|
Other Current Assets |
|
|
Current and Long-Term Regulatory Asset (Liability) |
|
|
Other Current Assets |
|
Three Months Ended June 30: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized loss |
|
|
1,680 |
|
|
|
— |
|
|
|
2,118 |
|
|
|
— |
|
Realized (loss) gain reclassified to a deferred account |
|
|
(245 |
) |
|
|
245 |
|
|
|
(288 |
) |
|
|
288 |
|
Realized (loss) gain reclassified to income statement |
|
|
(567 |
) |
|
|
(54 |
) |
|
|
(667 |
) |
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized (gain) loss |
|
$ |
(3,753 |
) |
|
$ |
— |
|
|
$ |
362 |
|
|
$ |
— |
|
Realized gain (loss) reclassified to a deferred account |
|
|
2,363 |
|
|
|
(2,363 |
) |
|
|
263 |
|
|
|
(263 |
) |
Realized gain (loss) reclassified to income statement |
|
|
768 |
|
|
|
2,261 |
|
|
|
(1,262 |
) |
|
|
271 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized Losses (Gains) |
|
|
|
2026 |
|
|
2025 |
|
(In thousands) |
|
Fuel for Electric Generation/ Purchased Power |
|
|
Cost of Gas Sold |
|
|
Fuel for Electric Generation/ Purchased Power |
|
|
Cost of Gas Sold |
|
Three Months Ended June 30: |
|
|
|
|
|
|
|
|
|
|
|
|
Commodity derivative contracts |
|
$ |
306 |
|
|
$ |
— |
|
|
$ |
198 |
|
|
$ |
— |
|
FTRs |
|
|
315 |
|
|
|
— |
|
|
|
439 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30: |
|
|
|
|
|
|
|
|
|
|
|
|
Commodity derivative contracts |
|
$ |
(566 |
) |
|
$ |
(2,231 |
) |
|
$ |
596 |
|
|
$ |
(203 |
) |
FTRs |
|
|
(232 |
) |
|
|
— |
|
|
|
598 |
|
|
|
— |
|
MGE's commodity derivative contracts and FTRs are subject to regulatory deferral. These derivatives are marked to fair value and are offset with a corresponding regulatory asset or liability. Realized gains and losses are deferred on the consolidated balance sheets and are recognized in earnings in the delivery month applicable to the instrument. As a result of the treatment described above, there are no unrealized gains or losses that flow through earnings.
Certain counterparties extend MGE a credit limit. If MGE exceeds these limits, the counterparties may require collateral to be posted. As of both June 30, 2026, and December 31, 2025, no counterparties were in a net liability position.
Nonperformance of counterparties to the non-exchange traded derivatives could expose MGE to credit loss. However, MGE enters into transactions only with companies that meet or exceed strict credit guidelines, and it monitors these counterparties on an ongoing basis to mitigate nonperformance risk in its portfolio. As of June 30, 2026, no counterparties had defaulted.
11.Fair Value of Financial Instruments - MGE Energy and MGE.
Fair value is defined as the price that would be received to sell an asset or would be paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The accounting standard clarifies that fair value should be based on the assumptions market participants would use when pricing the asset or liability including assumptions about risk. The standard also establishes a three-level fair value hierarchy based upon the observability of the assumptions used and requires the use of observable market data when available. The levels are:
Level 1 - Pricing inputs are quoted prices within active markets for identical assets or liabilities.
Level 2 - Pricing inputs are quoted prices within active markets for similar assets or liabilities; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations that are correlated with or otherwise verifiable by observable market data.
Level 3 - Pricing inputs are unobservable and reflect management's best estimate of what market participants would use in pricing the asset or liability.
a.Fair Value of Financial Assets and Liabilities Recorded at the Carrying Amount.
The carrying amount of cash, cash equivalents, and outstanding commercial paper approximates fair market value due to the short maturity of those investments and obligations. The estimated fair market value of long-term debt is based on quoted market prices for similar financial instruments. Since long-term debt is not traded in an active market, it is classified as Level 2. The estimated fair market value of the financial instruments are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
(In thousands) |
|
Carrying Amount |
|
|
Fair Value |
|
|
Carrying Amount |
|
|
Fair Value |
|
Long-term debt(a) |
|
$ |
904,217 |
|
|
$ |
850,628 |
|
|
$ |
818,115 |
|
|
$ |
768,889 |
|
(a)
Includes long-term debt due within one year. Excludes debt issuance costs and unamortized discount of $4.6 million and $4.3 million as of June 30, 2026, and December 31, 2025, respectively.
b.
Recurring Fair Value Measurements.
The following table presents the balances of assets and liabilities measured at fair value on a recurring basis for both MGE and MGE Energy.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value as of June 30, 2026 |
|
(In thousands) |
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives, net(a) |
|
$ |
1,376 |
|
|
$ |
849 |
|
|
$ |
— |
|
|
$ |
527 |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives, net(a) |
|
$ |
2,168 |
|
|
$ |
1,432 |
|
|
$ |
— |
|
|
$ |
736 |
|
Deferred compensation |
|
|
7,457 |
|
|
|
— |
|
|
|
7,457 |
|
|
|
— |
|
Total Liabilities |
|
$ |
9,625 |
|
|
$ |
1,432 |
|
|
$ |
7,457 |
|
|
$ |
736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value as of December 31, 2025 |
|
(In thousands) |
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives, net(a) |
|
$ |
1,151 |
|
|
$ |
568 |
|
|
$ |
— |
|
|
$ |
583 |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Derivatives, net(a) |
|
$ |
2,565 |
|
|
$ |
1,331 |
|
|
$ |
— |
|
|
$ |
1,234 |
|
Deferred compensation |
|
|
7,172 |
|
|
|
— |
|
|
|
7,172 |
|
|
|
— |
|
Total Liabilities |
|
$ |
9,737 |
|
|
$ |
1,331 |
|
|
$ |
7,172 |
|
|
$ |
1,234 |
|
(a)As of June 30, 2026, and December 31, 2025, collateral of $0.8 million and $1.8 million, respectively, was posted against and netted with derivative liability positions. The fair value of the derivatives disclosed in this table has not been adjusted for the collateral posted.
Exchange-traded Investments. Investments include exchange-traded investment securities valued using quoted prices on active exchanges and are therefore classified as Level 1.
Deferred Compensation. The deferred compensation plans allow participants to defer certain cash compensation into notional investment accounts. These amounts are included within "Other deferred liabilities and other" in the consolidated balance sheets. The value of certain deferred compensation obligations is based on the market value of the participants' notional investment accounts. The underlying notional investments are comprised primarily of equities, mutual funds, and fixed income securities that are based on directly and indirectly observable market prices. Since the deferred compensation obligations themselves are not exchanged in an active market, they are classified as Level 2.
The value of legacy deferred compensation obligations is based on notional investments that earn interest based upon the semiannual rate of U.S. Treasury Bills having a 26-week maturity increased by 1% compounded monthly with a
minimum annual rate of 7%, compounded monthly. The notional investments are based upon observable market data, however, since the deferred compensation obligations themselves are not exchanged in an active market, they are classified as Level 2.
Derivatives. Derivatives include exchange-traded derivative contracts, over-the-counter transactions, and FTRs. Most exchange-traded derivative contracts are valued based on unadjusted quoted prices in active markets and are therefore classified as Level 1. A small number of exchange-traded derivative contracts are valued using quoted market pricing in markets with insufficient volumes and are therefore considered unobservable and classified as Level 3. Transactions done with an over-the-counter party are on inactive markets and are therefore classified as Level 3. These transactions are valued based on quoted prices from markets with similar exchange-traded transactions. FTRs are priced based upon monthly auction results for identical or similar instruments in a closed market with limited data available and are therefore classified as Level 3.
The following table summarizes the changes in Level 3 commodity derivative assets and liabilities measured at fair value on a recurring basis.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
(In thousands) |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
Realized and unrealized gains (losses): |
|
|
|
|
|
|
|
|
|
|
|
|
Included in regulatory assets |
|
|
(284) |
|
|
— |
|
|
442 |
|
|
— |
Included in regulatory liability |
|
|
— |
|
|
(318) |
|
$ |
— |
|
$ |
642 |
Included in earnings |
|
|
(564) |
|
|
(665) |
|
|
817 |
|
|
(1,262) |
Settlements |
|
|
564 |
|
|
665 |
|
|
(817) |
|
|
1,264 |
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(b).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
(In thousands) |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
Purchased power expense |
|
$ |
(564) |
|
$ |
(665) |
|
$ |
817 |
|
$ |
(1,262) |
(b)
MGE's exchange-traded derivative contracts, over-the-counter party transactions, purchased power agreement, and FTRs are subject to regulatory deferral. These derivatives are therefore marked to fair value and are offset in the financial statements with a corresponding regulatory asset or liability.
12.Joint Plant Construction Project Ownership - MGE Energy and MGE.
MGE has ownership interests in generation projects with other co-owners, some of which are under construction, as shown in the following table. Incurred costs are reflected in "Property, plant, and equipment, net" or "Construction work in progress" on the consolidated balance sheets.
|
|
|
|
|
|
|
|
|
|
|
|
|
Project |
|
Ownership Interest |
|
Source |
|
Share of Generation |
|
Share of Estimated Costs(a) |
|
Costs incurred as of June 30, 2026(a) |
|
Estimated Date of Commercial Operation |
Darien(b)(c) |
|
10% |
|
Battery |
|
7.5 MW |
|
$18 million(k) |
|
$7.4 million |
|
2027 |
Koshkonong(b)(d) |
|
10% |
|
Solar/Battery |
|
30 MW/16.5 MW |
|
$93 million(k) |
|
$68.7 million |
|
2026 Solar 2027 Battery |
High Noon(b)(e) |
|
10% |
|
Solar/Battery |
|
30 MW/16.5 MW |
|
$99 million |
|
$63.3 million |
|
2027 |
Columbia Energy Dome(b)(e) |
|
19% |
|
Storage |
|
3 MW |
|
$22 million(k)(l) |
|
$6.9 million |
|
2027 |
Badger Hollow(b)(f) |
|
10% |
|
Wind |
|
11.2 MW |
|
$36 million |
|
$6.9 million |
|
2027 |
Whitetail(g) |
|
10% |
|
Wind |
|
6.7 MW |
|
$23 million |
|
$1.2 million |
|
2027 |
Dawn Harvest(b)(h) |
|
10% |
|
Solar |
|
15 MW |
|
$34 million |
|
$16.4 million |
|
2027 |
Forward Repower(b)(i) |
|
12.8% |
|
Wind |
|
18 MW |
|
$14 million |
|
$5.3 million |
|
2027 |
Ursa(b)(e) |
|
10% |
|
Solar |
|
20 MW |
|
$46 million |
|
$6.6 million |
|
2028 |
Saratoga(b)(j) |
|
10% |
|
Solar/Battery |
|
15 MW/5 MW |
|
$46 million |
|
$12.1 million |
|
2028 |
Good Oak(b)(e) |
|
10% |
|
Solar |
|
9.8 MW |
|
$22 million |
|
$8.4 million |
|
2028 |
Gristmill(b)(e) |
|
10% |
|
Solar |
|
6.7 MW |
|
$15 million |
|
$5.9 million |
|
2028 |
(b)MGE received specific approval to recover 100% AFUDC. During the three and six months ended June 30, 2026, MGE recognized $4.7 million and $7.9 million, respectively, after tax, in AFUDC for these projects compared to $0.5 million and $2.1 million for the comparable periods in 2025.
(c)Darien Solar Energy Center is located in Walworth and Rock Counties in southern Wisconsin.
(d)Koshkonong Solar Energy Center is located in the Towns of Christiana and Deerfield in Dane County, Wisconsin.
(e)Located in Columbia County, Wisconsin.
(f)Badger Hollow Wind is located in Iowa and Grant Counties, Wisconsin.
(g)Whitetail Wind is located in Grant County, Wisconsin.
(h)Dawn Harvest Solar Energy Center is located in Rock County, Wisconsin.
(i)Forward Wind Energy Center is located in Dodge and Fond du Lac Counties, Wisconsin.
(j)Saratoga Solar Energy Center is located in Wood County, Wisconsin.
(k)Estimated costs are expected to exceed PSCW previously approved Certificate of Authority (CA) levels. Notifications are provided to the PSCW when costs increase above CA levels. MGE has and will continue to request recovery of the updated costs in its rate case proceedings.
(l)This project was awarded with a grant from the U.S. Department of Energy's Office of Clean Energy Demonstrations. This will reduce the total estimated project expenses. The remaining cost is expected to be approximately $16 million. As of June 30, 2026, MGE received $4.3 million in reimbursements. This is not reflected in the table above.
13.
Revenue - MGE Energy and MGE.
Revenues disaggregated by revenue source were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
(In thousands) |
|
June 30, |
|
|
June 30, |
|
Electric revenues |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
Residential |
|
$ |
43,930 |
|
|
$ |
43,182 |
|
|
$ |
89,244 |
|
|
$ |
88,321 |
|
Commercial |
|
|
65,618 |
|
|
|
64,027 |
|
|
|
127,037 |
|
|
|
124,662 |
|
Industrial |
|
|
3,274 |
|
|
|
3,117 |
|
|
|
6,122 |
|
|
|
6,081 |
|
Other-retail/municipal |
|
|
10,852 |
|
|
|
10,342 |
|
|
|
20,186 |
|
|
|
19,690 |
|
Total retail |
|
|
123,674 |
|
|
|
120,668 |
|
|
|
242,589 |
|
|
|
238,754 |
|
Sales to the market |
|
|
7,026 |
|
|
|
7,840 |
|
|
|
18,635 |
|
|
|
14,320 |
|
Other |
|
|
680 |
|
|
|
805 |
|
|
|
1,536 |
|
|
|
1,693 |
|
Total electric revenues |
|
|
131,380 |
|
|
|
129,313 |
|
|
|
262,760 |
|
|
|
254,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gas revenues |
|
|
|
|
|
|
|
|
|
|
|
|
Residential |
|
|
18,007 |
|
|
|
17,956 |
|
|
|
80,771 |
|
|
|
71,824 |
|
Commercial/Industrial |
|
|
9,859 |
|
|
|
10,434 |
|
|
|
55,364 |
|
|
|
47,547 |
|
Total retail |
|
|
27,866 |
|
|
|
28,390 |
|
|
|
136,135 |
|
|
|
119,371 |
|
Gas transportation |
|
|
1,555 |
|
|
|
1,384 |
|
|
|
4,322 |
|
|
|
3,697 |
|
Other |
|
|
180 |
|
|
|
151 |
|
|
|
407 |
|
|
|
338 |
|
Total gas revenues |
|
|
29,601 |
|
|
|
29,925 |
|
|
|
140,864 |
|
|
|
123,406 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-regulated energy revenues |
|
|
214 |
|
|
|
214 |
|
|
|
274 |
|
|
|
249 |
|
Total Operating Revenue |
|
$ |
161,195 |
|
|
$ |
159,452 |
|
|
$ |
403,898 |
|
|
$ |
378,422 |
|
14.
Segment Information - MGE Energy and MGE.
MGE Energy operates in the following business segments: electric utility, gas utility, nonregulated energy, transmission investment, and all other. See Footnote 22 to the consolidated financial statements included in Part II, Item 8 of the 2025 Annual Report on Form 10-K for additional discussion of each of these segments.
Fuel and purchased power and Purchased gas costs are significant segment expenses as defined in Segment Reporting. The Chief Operating Decision Maker does not review disaggregated assets on a segment basis; therefore, such information is not presented.
The following tables show segment information for MGE Energy's and MGE's operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) MGE Energy |
|
Electric |
|
|
Gas |
|
|
Non-Regulated Energy |
|
|
Transmission Investment |
|
|
Total Reportable Segments |
|
|
All Others |
|
|
Consolidation/ Elimination |
|
|
Consolidated Total |
|
Three Months Ended June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues |
|
$ |
131,380 |
|
|
$ |
29,601 |
|
|
$ |
214 |
|
|
$ |
— |
|
|
$ |
161,195 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
161,195 |
|
Interdepartmental revenues |
|
|
(10 |
) |
|
|
2,195 |
|
|
|
11,576 |
|
|
|
— |
|
|
|
13,761 |
|
|
|
— |
|
|
|
(13,761 |
) |
|
|
— |
|
Total operating revenues |
|
|
131,370 |
|
|
|
31,796 |
|
|
|
11,790 |
|
|
|
— |
|
|
|
174,956 |
|
|
|
— |
|
|
|
(13,761 |
) |
|
|
161,195 |
|
Fuel and purchased power |
|
|
(19,509 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(19,509 |
) |
|
|
— |
|
|
|
789 |
|
|
|
(18,720 |
) |
Purchased gas costs |
|
|
— |
|
|
|
(10,702 |
) |
|
|
— |
|
|
|
— |
|
|
|
(10,702 |
) |
|
|
— |
|
|
|
1,417 |
|
|
|
(9,285 |
) |
Depreciation and amortization |
|
|
(21,959 |
) |
|
|
(4,999 |
) |
|
|
(1,981 |
) |
|
|
— |
|
|
|
(28,939 |
) |
|
|
— |
|
|
|
— |
|
|
|
(28,939 |
) |
Interest expense |
|
|
(8,168 |
) |
|
|
(2,250 |
) |
|
|
(818 |
) |
|
|
— |
|
|
|
(11,236 |
) |
|
|
— |
|
|
|
— |
|
|
|
(11,236 |
) |
Other segment items(a) |
|
|
(57,877 |
) |
|
|
(15,372 |
) |
|
|
(30 |
) |
|
|
— |
|
|
|
(73,279 |
) |
|
|
2,546 |
|
|
|
11,555 |
|
|
|
(59,178 |
) |
Income tax (provision) benefit |
|
|
(1,237 |
) |
|
|
599 |
|
|
|
(2,441 |
) |
|
|
(1,034 |
) |
|
|
(4,113 |
) |
|
|
(166 |
) |
|
|
— |
|
|
|
(4,279 |
) |
Equity in earnings of investments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,795 |
|
|
|
3,795 |
|
|
|
— |
|
|
|
— |
|
|
|
3,795 |
|
Net income (loss) |
|
|
22,620 |
|
|
|
(928 |
) |
|
|
6,520 |
|
|
|
2,761 |
|
|
|
30,973 |
|
|
|
2,380 |
|
|
|
— |
|
|
|
33,353 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues |
|
$ |
129,313 |
|
|
$ |
29,925 |
|
|
$ |
214 |
|
|
$ |
— |
|
|
$ |
159,452 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
159,452 |
|
Interdepartmental revenues |
|
|
(28 |
) |
|
|
2,558 |
|
|
|
11,121 |
|
|
|
— |
|
|
|
13,651 |
|
|
|
— |
|
|
|
(13,651 |
) |
|
|
— |
|
Total operating revenues |
|
|
129,285 |
|
|
|
32,483 |
|
|
|
11,335 |
|
|
|
— |
|
|
|
173,103 |
|
|
|
— |
|
|
|
(13,651 |
) |
|
|
159,452 |
|
Fuel and purchased power |
|
|
(22,524 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(22,524 |
) |
|
|
— |
|
|
|
670 |
|
|
|
(21,854 |
) |
Purchased gas costs |
|
|
— |
|
|
|
(13,211 |
) |
|
|
— |
|
|
|
— |
|
|
|
(13,211 |
) |
|
|
— |
|
|
|
1,898 |
|
|
|
(11,313 |
) |
Depreciation and amortization |
|
|
(22,094 |
) |
|
|
(4,347 |
) |
|
|
(1,913 |
) |
|
|
— |
|
|
|
(28,354 |
) |
|
|
— |
|
|
|
— |
|
|
|
(28,354 |
) |
Interest expense |
|
|
(6,485 |
) |
|
|
(1,768 |
) |
|
|
(889 |
) |
|
|
— |
|
|
|
(9,142 |
) |
|
|
— |
|
|
|
— |
|
|
|
(9,142 |
) |
Other segment items(a) |
|
|
(58,130 |
) |
|
|
(15,015 |
) |
|
|
(23 |
) |
|
|
— |
|
|
|
(73,168 |
) |
|
|
(291 |
) |
|
|
11,083 |
|
|
|
(62,376 |
) |
Income tax (provision) benefit |
|
|
(472 |
) |
|
|
561 |
|
|
|
(2,318 |
) |
|
|
(835 |
) |
|
|
(3,064 |
) |
|
|
89 |
|
|
|
— |
|
|
|
(2,975 |
) |
Equity in earnings of investments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,060 |
|
|
|
3,060 |
|
|
|
— |
|
|
|
— |
|
|
|
3,060 |
|
Net income (loss) |
|
|
19,580 |
|
|
|
(1,297 |
) |
|
|
6,192 |
|
|
|
2,225 |
|
|
|
26,700 |
|
|
|
(202 |
) |
|
|
— |
|
|
|
26,498 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues |
|
$ |
262,760 |
|
|
$ |
140,864 |
|
|
$ |
274 |
|
|
$ |
— |
|
|
$ |
403,898 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
403,898 |
|
Interdepartmental revenues |
|
|
(18 |
) |
|
|
11,209 |
|
|
|
22,994 |
|
|
|
— |
|
|
|
34,185 |
|
|
|
— |
|
|
|
(34,185 |
) |
|
|
— |
|
Total operating revenues |
|
|
262,742 |
|
|
|
152,073 |
|
|
|
23,268 |
|
|
|
— |
|
|
|
438,083 |
|
|
|
— |
|
|
|
(34,185 |
) |
|
|
403,898 |
|
Fuel and purchased power |
|
|
(43,582 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(43,582 |
) |
|
|
— |
|
|
|
2,086 |
|
|
|
(41,496 |
) |
Purchased gas costs |
|
|
— |
|
|
|
(89,256 |
) |
|
|
— |
|
|
|
— |
|
|
|
(89,256 |
) |
|
|
— |
|
|
|
9,148 |
|
|
|
(80,108 |
) |
Depreciation and amortization |
|
|
(43,213 |
) |
|
|
(9,864 |
) |
|
|
(3,951 |
) |
|
|
— |
|
|
|
(57,028 |
) |
|
|
— |
|
|
|
— |
|
|
|
(57,028 |
) |
Interest expense |
|
|
(16,247 |
) |
|
|
(4,473 |
) |
|
|
(1,654 |
) |
|
|
— |
|
|
|
(22,374 |
) |
|
|
— |
|
|
|
— |
|
|
|
(22,374 |
) |
Other segment items(a) |
|
|
(113,151 |
) |
|
|
(30,977 |
) |
|
|
(81 |
) |
|
|
— |
|
|
|
(144,209 |
) |
|
|
2,999 |
|
|
|
22,951 |
|
|
|
(118,259 |
) |
Income tax benefit (provision) |
|
|
1,744 |
|
|
|
(4,664 |
) |
|
|
(4,789 |
) |
|
|
(1,999 |
) |
|
|
(9,708 |
) |
|
|
(427 |
) |
|
|
— |
|
|
|
(10,135 |
) |
Equity in earnings of investments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7,336 |
|
|
|
7,336 |
|
|
|
— |
|
|
|
— |
|
|
|
7,336 |
|
Net income |
|
|
48,293 |
|
|
|
12,839 |
|
|
|
12,793 |
|
|
|
5,337 |
|
|
|
79,262 |
|
|
|
2,572 |
|
|
|
— |
|
|
|
81,834 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues |
|
$ |
254,767 |
|
|
$ |
123,406 |
|
|
$ |
249 |
|
|
$ |
— |
|
|
$ |
378,422 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
378,422 |
|
Interdepartmental revenues |
|
|
(76 |
) |
|
|
9,030 |
|
|
|
22,225 |
|
|
|
— |
|
|
|
31,179 |
|
|
|
— |
|
|
|
(31,179 |
) |
|
|
— |
|
Total operating revenues |
|
|
254,691 |
|
|
|
132,436 |
|
|
|
22,474 |
|
|
|
— |
|
|
|
409,601 |
|
|
|
— |
|
|
|
(31,179 |
) |
|
|
378,422 |
|
Fuel and purchased power |
|
|
(45,630 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(45,630 |
) |
|
|
— |
|
|
|
1,829 |
|
|
|
(43,801 |
) |
Purchased gas costs |
|
|
— |
|
|
|
(72,501 |
) |
|
|
— |
|
|
|
— |
|
|
|
(72,501 |
) |
|
|
— |
|
|
|
7,224 |
|
|
|
(65,277 |
) |
Depreciation and amortization |
|
|
(43,629 |
) |
|
|
(8,579 |
) |
|
|
(3,824 |
) |
|
|
— |
|
|
|
(56,032 |
) |
|
|
— |
|
|
|
— |
|
|
|
(56,032 |
) |
Interest expense |
|
|
(12,978 |
) |
|
|
(3,531 |
) |
|
|
(1,795 |
) |
|
|
— |
|
|
|
(18,304 |
) |
|
|
— |
|
|
|
— |
|
|
|
(18,304 |
) |
Other segment items(a) |
|
|
(114,109 |
) |
|
|
(31,111 |
) |
|
|
(67 |
) |
|
|
— |
|
|
|
(145,287 |
) |
|
|
(727 |
) |
|
|
22,126 |
|
|
|
(123,888 |
) |
Income tax benefit (provision) |
|
|
1,430 |
|
|
|
(4,426 |
) |
|
|
(4,573 |
) |
|
|
(1,702 |
) |
|
|
(9,271 |
) |
|
|
— |
|
|
|
— |
|
|
|
(9,271 |
) |
Equity in earnings of investments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,241 |
|
|
|
6,241 |
|
|
|
— |
|
|
|
— |
|
|
|
6,241 |
|
Net income (loss) |
|
|
39,775 |
|
|
|
12,288 |
|
|
|
12,215 |
|
|
|
4,539 |
|
|
|
68,817 |
|
|
|
(727 |
) |
|
|
— |
|
|
|
68,090 |
|
(a)Other segment items include AFUDC Income, Other Income, Net, Other Operations and Maintenance, Other General Taxes, and Interest Revenue.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) MGE |
|
Electric |
|
|
Gas |
|
|
Non-Regulated Energy |
|
|
Total Reportable Segments |
|
|
Consolidation/ Elimination |
|
|
Consolidated Total |
|
Three Months Ended June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues |
|
$ |
131,380 |
|
|
$ |
29,601 |
|
|
$ |
214 |
|
|
$ |
161,195 |
|
|
$ |
— |
|
|
$ |
161,195 |
|
Interdepartmental revenues |
|
|
(10 |
) |
|
|
2,195 |
|
|
|
11,576 |
|
|
|
13,761 |
|
|
|
(13,761 |
) |
|
|
— |
|
Total operating revenues |
|
|
131,370 |
|
|
|
31,796 |
|
|
|
11,790 |
|
|
|
174,956 |
|
|
|
(13,761 |
) |
|
|
161,195 |
|
Fuel and purchased power |
|
|
(19,509 |
) |
|
|
— |
|
|
|
— |
|
|
|
(19,509 |
) |
|
|
789 |
|
|
|
(18,720 |
) |
Purchased gas costs |
|
|
— |
|
|
|
(10,702 |
) |
|
|
— |
|
|
|
(10,702 |
) |
|
|
1,417 |
|
|
|
(9,285 |
) |
Depreciation and amortization |
|
|
(21,959 |
) |
|
|
(4,999 |
) |
|
|
(1,981 |
) |
|
|
(28,939 |
) |
|
|
— |
|
|
|
(28,939 |
) |
Interest expense |
|
|
(8,168 |
) |
|
|
(2,250 |
) |
|
|
(818 |
) |
|
|
(11,236 |
) |
|
|
— |
|
|
|
(11,236 |
) |
Other segment items(b) |
|
|
(57,877 |
) |
|
|
(15,372 |
) |
|
|
(30 |
) |
|
|
(73,279 |
) |
|
|
11,555 |
|
|
|
(61,724 |
) |
Income tax (provision) benefit |
|
|
(1,237 |
) |
|
|
599 |
|
|
|
(2,441 |
) |
|
|
(3,079 |
) |
|
|
— |
|
|
|
(3,079 |
) |
Net income attributable to noncontrolling interest, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,729 |
) |
|
|
(5,729 |
) |
Net income (loss) attributable to MGE |
|
|
22,620 |
|
|
|
(928 |
) |
|
|
6,520 |
|
|
|
28,212 |
|
|
|
(5,729 |
) |
|
|
22,483 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues |
|
$ |
129,313 |
|
|
$ |
29,925 |
|
|
$ |
214 |
|
|
$ |
159,452 |
|
|
$ |
— |
|
|
$ |
159,452 |
|
Interdepartmental revenues |
|
|
(28 |
) |
|
|
2,558 |
|
|
|
11,121 |
|
|
|
13,651 |
|
|
|
(13,651 |
) |
|
|
— |
|
Total operating revenues |
|
|
129,285 |
|
|
|
32,483 |
|
|
|
11,335 |
|
|
|
173,103 |
|
|
|
(13,651 |
) |
|
|
159,452 |
|
Fuel and purchased power |
|
|
(22,524 |
) |
|
|
— |
|
|
|
— |
|
|
|
(22,524 |
) |
|
|
670 |
|
|
|
(21,854 |
) |
Purchased gas costs |
|
|
— |
|
|
|
(13,211 |
) |
|
|
— |
|
|
|
(13,211 |
) |
|
|
1,898 |
|
|
|
(11,313 |
) |
Depreciation and amortization |
|
|
(22,094 |
) |
|
|
(4,347 |
) |
|
|
(1,913 |
) |
|
|
(28,354 |
) |
|
|
— |
|
|
|
(28,354 |
) |
Interest expense |
|
|
(6,485 |
) |
|
|
(1,768 |
) |
|
|
(889 |
) |
|
|
(9,142 |
) |
|
|
— |
|
|
|
(9,142 |
) |
Other segment items(b) |
|
|
(58,130 |
) |
|
|
(15,015 |
) |
|
|
(23 |
) |
|
|
(73,168 |
) |
|
|
11,083 |
|
|
|
(62,085 |
) |
Income tax (provision) benefit |
|
|
(472 |
) |
|
|
561 |
|
|
|
(2,318 |
) |
|
|
(2,229 |
) |
|
|
— |
|
|
|
(2,229 |
) |
Net income attributable to noncontrolling interest, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,714 |
) |
|
|
(5,714 |
) |
Net income (loss) attributable to MGE |
|
|
19,580 |
|
|
|
(1,297 |
) |
|
|
6,192 |
|
|
|
24,475 |
|
|
|
(5,714 |
) |
|
|
18,761 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues |
|
$ |
262,760 |
|
|
$ |
140,864 |
|
|
$ |
274 |
|
|
$ |
403,898 |
|
|
$ |
— |
|
|
$ |
403,898 |
|
Interdepartmental revenues |
|
|
(18 |
) |
|
|
11,209 |
|
|
|
22,994 |
|
|
|
34,185 |
|
|
|
(34,185 |
) |
|
|
— |
|
Total operating revenues |
|
|
262,742 |
|
|
|
152,073 |
|
|
|
23,268 |
|
|
|
438,083 |
|
|
|
(34,185 |
) |
|
|
403,898 |
|
Fuel and purchased power |
|
|
(43,582 |
) |
|
|
— |
|
|
|
— |
|
|
|
(43,582 |
) |
|
|
2,086 |
|
|
|
(41,496 |
) |
Purchased gas costs |
|
|
— |
|
|
|
(89,256 |
) |
|
|
— |
|
|
|
(89,256 |
) |
|
|
9,148 |
|
|
|
(80,108 |
) |
Depreciation and amortization |
|
|
(43,213 |
) |
|
|
(9,864 |
) |
|
|
(3,951 |
) |
|
|
(57,028 |
) |
|
|
— |
|
|
|
(57,028 |
) |
Interest expense |
|
|
(16,247 |
) |
|
|
(4,473 |
) |
|
|
(1,654 |
) |
|
|
(22,374 |
) |
|
|
— |
|
|
|
(22,374 |
) |
Other segment items(b) |
|
|
(113,151 |
) |
|
|
(30,977 |
) |
|
|
(81 |
) |
|
|
(144,209 |
) |
|
|
22,951 |
|
|
|
(121,258 |
) |
Income tax benefit (provision) |
|
|
1,744 |
|
|
|
(4,664 |
) |
|
|
(4,789 |
) |
|
|
(7,709 |
) |
|
|
— |
|
|
|
(7,709 |
) |
Net income attributable to noncontrolling interest, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(11,335 |
) |
|
|
(11,335 |
) |
Net income (loss) attributable to MGE |
|
|
48,293 |
|
|
|
12,839 |
|
|
|
12,793 |
|
|
|
73,925 |
|
|
|
(11,335 |
) |
|
|
62,590 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating revenues |
|
$ |
254,767 |
|
|
$ |
123,406 |
|
|
$ |
249 |
|
|
$ |
378,422 |
|
|
$ |
— |
|
|
$ |
378,422 |
|
Interdepartmental revenues |
|
|
(76 |
) |
|
|
9,030 |
|
|
|
22,225 |
|
|
|
31,179 |
|
|
|
(31,179 |
) |
|
|
— |
|
Total operating revenues |
|
|
254,691 |
|
|
|
132,436 |
|
|
|
22,474 |
|
|
|
409,601 |
|
|
|
(31,179 |
) |
|
|
378,422 |
|
Fuel and purchased power |
|
|
(45,630 |
) |
|
|
— |
|
|
|
— |
|
|
|
(45,630 |
) |
|
|
1,829 |
|
|
|
(43,801 |
) |
Purchased gas costs |
|
|
— |
|
|
|
(72,501 |
) |
|
|
— |
|
|
|
(72,501 |
) |
|
|
7,224 |
|
|
|
(65,277 |
) |
Depreciation and amortization |
|
|
(43,629 |
) |
|
|
(8,579 |
) |
|
|
(3,824 |
) |
|
|
(56,032 |
) |
|
|
— |
|
|
|
(56,032 |
) |
Interest expense |
|
|
(12,978 |
) |
|
|
(3,531 |
) |
|
|
(1,795 |
) |
|
|
(18,304 |
) |
|
|
— |
|
|
|
(18,304 |
) |
Other segment items(b) |
|
|
(114,109 |
) |
|
|
(31,111 |
) |
|
|
(67 |
) |
|
|
(145,287 |
) |
|
|
22,126 |
|
|
|
(123,161 |
) |
Income tax benefit (provision) |
|
|
1,430 |
|
|
|
(4,426 |
) |
|
|
(4,573 |
) |
|
|
(7,569 |
) |
|
|
— |
|
|
|
(7,569 |
) |
Net income attributable to noncontrolling interest, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(11,313 |
) |
|
|
(11,313 |
) |
Net income (loss) attributable to MGE |
|
|
39,775 |
|
|
|
12,288 |
|
|
|
12,215 |
|
|
|
64,278 |
|
|
|
(11,313 |
) |
|
|
52,965 |
|
(b)Other segment items include AFUDC Income, Other Income, Net, Other Operations and Maintenance, Other General Taxes, and Interest Revenue.
The following tables show segment information for MGE Energy's and MGE's capital expenditures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Utility |
|
|
Consolidated |
|
(In thousands) MGE Energy |
|
Electric |
|
|
Gas |
|
|
Non-regulated Energy |
|
|
Transmission Investment |
|
|
All Others |
|
|
Consolidation/ Elimination Entries |
|
|
Total |
|
Six Months Ended June 30, 2026 |
|
$ |
174,157 |
|
|
$ |
28,308 |
|
|
$ |
8,441 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
210,906 |
|
Six Months Ended June 30, 2025 |
|
|
83,034 |
|
|
|
22,975 |
|
|
|
5,744 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
111,753 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Utility |
|
|
Consolidated |
|
(In thousands) MGE |
|
Electric |
|
|
Gas |
|
|
Non-regulated Energy |
|
|
Consolidation/ Elimination Entries |
|
|
Total |
|
Six Months Ended June 30, 2026 |
|
$ |
174,157 |
|
|
$ |
28,308 |
|
|
$ |
8,441 |
|
|
$ |
— |
|
|
$ |
210,906 |
|
Six Months Ended June 30, 2025 |
|
|
83,034 |
|
|
|
22,975 |
|
|
|
5,744 |
|
|
|
— |
|
|
|
111,753 |
|
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
General
MGE Energy is an investor-owned public utility holding company operating through subsidiaries in five business segments:
•Regulated electric utility operations, conducted through MGE, which generate and distribute electricity to approximately 170,000 customers in Dane County, Wisconsin,
•Regulated gas utility operations, conducted through MGE, which distribute natural gas to approximately 180,000 customers in seven south-central and western Wisconsin counties,
•Nonregulated energy operations, conducted through MGE Power and its subsidiaries, which own interests in electric generating capacity that is leased to MGE,
•Transmission investments, representing our equity investment in ATC, which owns and operates electric transmission facilities primarily in Wisconsin, and ATC Holdco, a company created to facilitate out-of-state electric transmission development and investments, and
•All other, which includes investing in companies and property that relate to the regulated operations and financing of the regulated operations, through its wholly owned subsidiaries CWDC, MAGAEL, and North Mendota, and corporate operations and services.
MGE will continue to focus on growing earnings while controlling operating and fuel costs. MGE's goal is to provide safe and efficient operations in addition to providing customer value. We believe it is critical to maintain a strong credit rating consistent with financial strength in MGE in order to accomplish these goals.
The ownership/leasing structure for our nonregulated energy operations was adopted under applicable state regulatory guidelines for MGE's participation in these generation facilities, consisting principally of a stable return on the equity investment in the new generation facilities over the term of the related leases. The nonregulated energy operations include an ownership interest in two coal-fired generating units in Oak Creek, Wisconsin, and a partial ownership of a cogeneration project on the UW-Madison campus. A third party operates the units in Oak Creek, and MGE operates the cogeneration project. Due to the nature of MGE's participation in these facilities, the results of MGE Energy's nonregulated operations are also consolidated into MGE's consolidated financial position and results of operations under applicable accounting standards.
Executive Overview
We principally earn revenue and generate cash from operations by providing electric and natural gas utility services, including electric power generation and electric power and gas distribution. The earnings and cash flows from the utility business are sensitive to various external factors, including, but not limited to:
•Weather, and its impact on customer sales,
•Economic conditions, including current business activity and employment and their impact on customer demand,
•Regulation and regulatory issues, and their impact on the timing and recovery of costs,
•Energy commodity prices, including natural gas prices,
•Equity price risk pertaining to pension-related assets,
•Credit market conditions, including interest rates and our debt credit rating,
•Environmental laws and regulations, including adopted and pending environmental rule changes, and
During the three months ended June 30, 2026, MGE Energy's earnings were $33.4 million, or $0.89 per diluted share, compared to $26.5 million, or $0.72 per diluted share, during the same period in the prior year. MGE's earnings during the three months ended June 30, 2026, were $22.5 million compared to $18.8 million during the same period in the prior year.
During the six months ended June 30, 2026, MGE Energy's earnings were $81.8 million, or $2.21 per diluted share, compared to $68.1 million, or $1.86 per diluted share, during the same period in the prior year. MGE's earnings during the six months ended June 30, 2026, were $62.6 million compared to $53.0 million during the same period in the prior year.
MGE Energy's net income was derived from our business segments as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
(In millions) |
June 30, |
|
June 30, |
Business Segment: |
2026 |
|
2025 |
|
2026 |
|
2025 |
Electric Utility |
$ |
22.6 |
|
$ |
19.6 |
|
$ |
48.3 |
|
$ |
39.8 |
Gas Utility |
|
(1.0) |
|
|
(1.3) |
|
|
12.8 |
|
|
12.3 |
Nonregulated Energy |
|
6.5 |
|
|
6.2 |
|
|
12.8 |
|
|
12.2 |
Transmission Investments |
|
2.8 |
|
|
2.2 |
|
|
5.3 |
|
|
4.5 |
All Other |
|
2.5 |
|
|
(0.2) |
|
|
2.6 |
|
|
(0.7) |
Net Income |
$ |
33.4 |
|
$ |
26.5 |
|
$ |
81.8 |
|
$ |
68.1 |
Our net income during the three and six months ended June 30, 2026, compared to the same periods in the prior year, primarily reflects the effects of the following factors:
Electric Utility
Earnings for the three and six months ended June 30, 2026, increased year-over-year, primarily driven by a rise in the rate base due to increased electric investments approved in the 2026/2027 rate case.
All Other
Investment gains from venture capital funds resulted in higher earnings for the three and six months ended June 30, 2026, compared to the same period in the prior year. These venture capital investments support early-stage companies working to advance smart technologies, the customer experience, distributed energy resources, electrification, cybersecurity and other priorities for utility companies, such as greater sustainability.
Significant Events
The following events affected the first six months of 2026:
2026/2027 Rate Settlement Agreement: In December 2025, the PSCW approved a unanimous settlement agreement that MGE reached with intervening parties in its 2026/2027 rate case. As part of the settlement agreement, the PSCW approved a 0.15% increase for electric rates and a 2.77% increase to gas rates for 2026 and a 3.63% increase for electric rates and a 2.04% increase to gas rates for 2027. MGE filed a 2027 Fuel Cost Plan with the PSCW in June 2026. MGE expects a final decision from the PSCW on the Fuel Cost Plan by the end of 2026. See "Other Matters" below for additional information on the 2026/2027 rate case settlement.
2026 Deferred Fuel Savings: MGE had deferred fuel savings through the six months ended June 30, 2026. As of June 30, 2026, MGE deferred $6.7 million of 2026 fuel savings. These costs will be subject to the PSCW's annual review of 2026 fuel costs, expected to be completed during 2027. See Footnote 9 of the Notes to the Consolidated Financial Statements in this Report for further information regarding fuel cost proceedings.
Large Scale Utility Projects: Large scale generation projects recently completed or under construction are summarized in the following table. Incurred costs are reflected in "Property, plant, and equipment, net" for projects placed in service, or "Construction work in progress" for projects under construction on the consolidated balance sheets.
|
|
|
|
|
|
Source (In millions) |
|
Share of Estimated Costs(a) |
|
|
Costs Incurred as of June 30, 2026(a)(b) |
Solar |
$ |
539 |
|
$ |
175.0 |
Wind |
|
73 |
|
|
13.4 |
Battery |
|
200 |
|
|
84.0 |
Storage |
|
22 |
|
|
6.9 |
Other |
|
11 |
|
|
1.0 |
(b)MGE received specific approval to recover 100% AFUDC. After tax, MGE recognized $4.4 million, $3.3 million, $1.9 million, and $2.0 million of AFUDC equity earnings through June 30, 2026, on Koshkonong, High Noon, Sunnyside, and other projects, respectively, during construction. AFUDC has been excluded from the costs incurred in the table above.
In February 2026, MGE executed an asset purchase agreement to acquire a 33.4% ownership interest in the RockGen Energy Center, an existing natural gas-fired generating plant near Cambridge, Wisconsin. MGE's estimated cost is approximately $203 million. If approved, the transaction is expected to close in late 2027.
In the near term, several items may affect us, including:
2025 Annual Fuel Proceeding: MGE had fuel savings in 2025. As of December 31, 2025, MGE deferred $7.1 million of 2025 fuel savings. The PSCW has completed the annual review of 2025 fuel costs and gave approval for MGE to return these savings in October 2026. There was no change to the costs to be refunded in the fuel rule proceedings from the amount MGE deferred in the previous year.
Environmental Initiatives: There are proposed legislative rules and initiatives involving matters related to air emissions, water effluent, hazardous materials, and greenhouse gases, all of which affect generation plant capital expenditures and operating costs as well as future operational planning. Legislation and rulemaking addressing climate change and related matters could significantly affect the costs of owning and operating fossil-fueled generating plants. MGE would expect to seek and receive recovery of any such costs in rates. However, it is difficult to estimate the amount of such costs due to the uncertainty as to the timing and form of any legislation or rules, the timing and effects of any judicial review, and the scope and time of the recovery of costs in rates, which may occur after those costs have been incurred and paid.
Future Generation – MGE continues to work toward its goal of net-zero carbon electricity by 2050. Solar, wind, and battery storage projects are a major step toward deep decarbonization and greater use of clean energy sources in pursuit of our goal.
•
Growing renewable generation and storage. MGE is seeking to acquire, or has acquired, joint interests in several renewable generation and storage projects. The forecasted capital expenditures include approximately 252 MW of solar, 18 MW of wind, and 104 MW of storage, which include projects approved or pending PSCW approval. See the 2026-2030 capital expenditures forecast disclosed in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2025 Annual Report on Form 10-K.
•
Transitioning away from coal. Elm Road Units: In October 2025, MGE, along with the plant co-owners, filed a joint application with the PSCW to end the use of coal as a primary fuel at the Elm Road Units and transition the plant to natural gas. See the 2026-2030 capital expenditures forecast disclosed in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2025 Annual Report on Form 10-K. By the end of 2030, coal is expected to be used only as a backup fuel at the Elm Road Units. By the end of 2032, MGE expects that the Elm Road Units will be fully transitioned away from coal.
Columbia: Operational, regulatory, and environmental regulation considerations have impacted and continue to impact Columbia's generation planning. MGE, as a minority owner, and Columbia's other co-owners continue to evaluate transitioning away from coal and continue to evaluate replacing the generation from Columbia while maintaining electric service reliability. MGE and Columbia's co-owners are exploring converting Columbia to natural gas.
Environmental Initiatives – Natural gas distribution: Building upon our long-standing commitment to providing affordable, sustainable energy, MGE has set a goal to achieve net-zero methane emissions from its natural gas distribution system by 2035. If MGE can accelerate plans to achieve net-zero methane emissions from its natural gas system—through the evolution of new technologies, such as renewable natural gas—it will. MGE is working to reduce overall emissions from its natural gas distribution system in a quick and cost-effective manner. MGE offers two voluntary renewable natural gas programs. The initial program, launched in May 2024, enables customers to offset emissions associated with their natural gas consumption through a mechanism in which MGE purchases renewable thermal credits and retires them on behalf of participating customers. The second program, launched in January 2026, enables customers to inject renewable natural gas produced on the customer's premise into MGE's distribution system. Customers may sell the natural gas to MGE or another third party and may retain or sell to MGE or another third party the associated environmental attributes.
Solar Procurement Disruptions: MGE is monitoring import regulations under the Uyghur Forced Labor Prevention Act and the U.S. Department of Commerce's new solar tariffs. These disruptions have a potential to impact current and future solar projects which may result in an increase in costs or delays in construction timelines. In the event that such disruptions cause costs to exceed the levels approved for specific projects, we have filed, and expect to continue to file, notifications with the PSCW and expect to request
recovery of any increases in MGE's future rate proceedings. See "Other Matters" below for additional information on the solar procurement disruptions.
Tariffs: MGE is monitoring the actions of the Trump Administration with respect to certain proposed or recently implemented import tariffs on foreign goods. These tariffs have a potential impact on cost of operations and on current and future capital projects. See "Other Matters" below for additional information on tariffs.
Financing and Equity Issuance Plans: As of June 30, 2026, MGE has $140 million of remaining regulatory authority from the PSCW to issue long-term debt to finance authorized utility capital expenditures. MGE expects to use a portion of the remaining authority during 2026 to finance authorized utility capital expenditures. MGE Energy has equity programs available to issue new shares of common stock, including its at-the-market offering program, forward equity sale agreements, and its Direct Stock Purchase and Dividend Reinvestment Plan. See Footnote 6 of the Notes to Consolidated Financial Statements in this Report for additional information on these programs.
The amount and timing of any financings will be primarily driven by capital investments and cash requirements and will depend upon market conditions, regulatory approvals, and other factors.
Large-Load Growth: Management is seeing growing interest from large‑load customers, including data‑intensive and technology‑focused operations, seeking reliable and scalable electric service in our service territory. Our favorable location, strong regional transmission access, and proximity to major economic and research institutions support this interest. MGE engages early with prospective customers to evaluate load needs, interconnection requirements, and potential system impacts. Although the timing and size of individual projects remain uncertain, these inquiries represent a potential source of incremental and durable load growth.
The following discussion is based on the business segments as discussed in Footnote 14 of the Notes to Consolidated Financial Statements in this Report.
Results of Operations
Three Months Ended June 30, 2026 and 2025
Electric sales and revenues
The following table compares MGE's electric revenues and electric kWh sales by customer class for each of the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
Sales (kWh) |
|
|
Three Months Ended June 30, |
|
Three Months Ended June 30, |
(In thousands, except CDD) |
|
2026 |
|
2025 |
|
% Change |
|
2026 |
|
2025 |
|
% Change |
Residential |
|
$ |
43,930 |
|
$ |
43,182 |
|
1.7% |
|
203,576 |
|
203,344 |
|
0.1% |
Commercial |
|
|
65,618 |
|
|
64,027 |
|
2.5% |
|
439,310 |
|
439,972 |
|
(0.2)% |
Industrial |
|
|
3,274 |
|
|
3,117 |
|
5.0% |
|
36,746 |
|
35,737 |
|
2.8% |
Other-retail/municipal |
|
|
10,852 |
|
|
10,342 |
|
4.9% |
|
102,697 |
|
99,198 |
|
3.5% |
Total retail |
|
|
123,674 |
|
|
120,668 |
|
2.5% |
|
782,329 |
|
778,251 |
|
0.5% |
Sales to the market |
|
|
7,026 |
|
|
7,840 |
|
(10.4)% |
|
62,600 |
|
92,400 |
|
(32.3)% |
Other |
|
|
680 |
|
|
805 |
|
(15.5)% |
|
— |
|
— |
|
—% |
Total |
|
$ |
131,380 |
|
$ |
129,313 |
|
1.6% |
|
844,929 |
|
870,651 |
|
(3.0)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cooling degree days (normal 203) |
|
|
|
|
|
|
|
|
|
164 |
|
223 |
|
(26.5)% |
Electric revenue increased $2.1 million during the three months ended June 30, 2026, compared to the same period in the prior year, due to the following:
|
|
|
(In millions) |
|
|
Rate changes |
$ |
2.0 |
Customer fixed and demand charges |
|
0.6 |
Revenue subject to refund, net |
|
0.3 |
Net increase in commercial, industrial and other-retail/municipal volume |
|
0.1 |
Sales to the market |
|
(0.8) |
Other |
|
(0.1) |
Total |
$ |
2.1 |
•
Rate changes. In December 2025, the PSCW authorized MGE to increase 2026 rates for retail electric customers by approximately 0.15%. Rates charged to retail customers during the three months ended June 30, 2026, were $2.0 million higher than those charged during the same period in the prior year. See Footnote 9 of the Notes to Consolidated Financial Statements in this Report for further information on the rate increase. Any increases in rates associated with fuel or purchase power costs are generally offset by fuel and purchased power costs and do not have a significant impact on net income.
•
Sales to the market. Sales to the market typically occur when MGE has more generation in the MISO market than is needed for its customer demand. The excess electricity is then sold to other utilities or power marketers in the MISO market. During the three months ended June 30, 2026, market volumes decreased compared to the same period in the prior year, reflecting a decrease in sales. This decrease was partially offset by an increase in the cost of capacity sold. The revenue generated from these sales is largely offset by fuel rules costs, and does not have a significant impact on net income. See fuel rules discussion in Footnote 9 of the Notes to Consolidated Financial Statements in this Report.
Electric fuel and purchased power
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
(In millions) |
2026 |
|
2025 |
|
$ Change |
Fuel for electric generation |
$ |
12.9 |
|
$ |
16.3 |
|
$ |
(3.4) |
Purchased power |
|
5.8 |
|
|
5.6 |
|
|
0.2 |
The $3.4 million decrease in fuel for electric generation was due to an approximately 23% decrease in internal generation driven by a decrease in sales, partially offset by a 2% increase in the average cost, each compared to the same period in the prior year.
Excluding deferred fuel costs, purchased power increased $0.3 million. The increase in purchased power was due to an approximately 59% increase in market purchases as a result of decreased internal generation. This increase was partially offset by an approximately 34% decrease in average cost. There were no deferred fuel costs recovered during the three months ended June 30, 2026 and 2025.
Fuel and purchased power costs are generally offset by electric revenue and do not have a significant impact on net income. MGE expects to seek and receive recovery of fuel and purchased power costs that exceed the fuel rules bandwidth in customer rates. See Footnote 9 of the Notes to Consolidated Financial Statements in this Report for further information on the fuel rules bandwidth.
Gas deliveries and revenues
The following table compares MGE's gas revenues and gas therms delivered by customer class for each of the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
Therms Delivered |
(In thousands, except HDD and average |
|
Three Months Ended June 30, |
|
Three Months Ended June 30, |
rate per therm of retail customer) |
|
2026 |
|
2025 |
|
% Change |
|
2026 |
|
2025 |
|
% Change |
Residential |
|
$ |
18,007 |
|
$ |
17,956 |
|
0.3% |
|
12,450 |
|
13,034 |
|
(4.5)% |
Commercial/Industrial |
|
|
9,859 |
|
|
10,434 |
|
(5.5)% |
|
13,956 |
|
14,484 |
|
(3.6)% |
Total retail |
|
|
27,866 |
|
|
28,390 |
|
(1.8)% |
|
26,406 |
|
27,518 |
|
(4.0)% |
Gas transportation |
|
|
1,555 |
|
|
1,384 |
|
12.4% |
|
15,223 |
|
15,429 |
|
(1.3)% |
Other |
|
|
180 |
|
|
151 |
|
19.2% |
|
— |
|
— |
|
—% |
Total |
|
$ |
29,601 |
|
$ |
29,925 |
|
(1.1)% |
|
41,629 |
|
42,947 |
|
(3.1)% |
Heating degree days (normal 794) |
|
|
|
|
|
|
|
|
|
701 |
|
843 |
|
(16.8)% |
Average rate per therm of retail customer |
|
$ |
1.055 |
|
$ |
1.032 |
|
2.2% |
|
|
|
|
|
|
Gas revenue decreased $0.3 million during the three months ended June 30, 2026, compared to the same period in the prior year, due to the following:
|
|
|
(In millions) |
|
|
Decrease in volume |
$ |
(0.8) |
Rate changes |
|
(0.6) |
Revenue subject to refund, net |
|
(0.2) |
Other |
|
1.3 |
Total |
$ |
(0.3) |
•
Other. For the three months ended June 30, 2026, other gas revenue increased primarily due to customer growth and higher residential customer fixed rate.
Cost of gas sold
Cost of gas sold decreased $2.0 million during the three months ended June 30, 2026, compared to the same period in the prior year. Cost per therm decreased approximately 14% and there was a decrease in therms delivered of approximately 5%. MGE recovers the cost of natural gas in its gas segment through the PGA as described under gas deliveries and revenues above.
Consolidated operations and maintenance expenses
During the three months ended June 30, 2026, operations and maintenance expenses increased $7.5 million, compared to the same period in the prior year. The following contributed to the net change:
|
|
|
(In millions) |
|
|
Increased administrative and general costs |
$ |
3.4 |
Increased electric production expenses |
|
1.6 |
Increased transmission costs |
|
1.6 |
Increased electric distribution expenses |
|
0.8 |
Increased other expenses |
|
0.1 |
Total |
$ |
7.5 |
•Increased administrative and general costs are primarily related to increased pension and other postretirement costs. The PSCW has authorized MGE to defer as a regulatory asset or liability, the difference between actual pension and other postretirement costs included in rates and to be recovered or refunded in a future rate proceeding. Pension and other postretirement cost are generally offset by electric revenue and does not have a significant impact on net income.
•Electric production expenses increased primarily due to higher operating and maintenance costs at the Columbia generating station, including boiler plant maintenance and other generation-related expenses, along with increased costs associated with renewable generating facilities.
•Increased transmission costs are primarily a result of an increase in transmission rate. Transmission costs represent ATC and MISO network transmission expenses authorized to collect in rates. The PSCW has authorized MGE to defer as a regulatory asset or liability, the difference between actual costs included in rates and to be recovered or refunded in a future rate proceeding. Transmission cost is generally offset by electric revenue and does not have a significant impact on net income.
Consolidated depreciation expense
Electric depreciation expense decreased $0.1 million and gas depreciation expense increased $0.7 million during the three months ended June 30, 2026, compared to the same period in the prior year. In December 2025, the PSCW approved new depreciation rates, which were implemented and became effective as of January 1, 2026. These new rates were the primary driver for the change in depreciation expense.
Electric and gas other income
Electric other income increased $4.9 million and gas other income increased $2.0 million during the three months ended June 30, 2026, compared to the same period in the prior year, driven by a $2.3 million positive impact from non-service costs components of pension and other postretirement costs. The PSCW has authorized MGE to defer as a regulatory asset or liability, the difference between actual pension and other postretirement costs included in rates and to be recovered or refunded in a future rate proceeding. Pension and other postretirement cost is generally offset by electric and gas revenue and does not have a significant impact on net income. Higher AFUDC-Equity due to continued capital investment further contributed to an increase in electric other income.
Nonregulated Energy Operations - MGE Energy and MGE
The nonregulated energy operations are conducted through MGE Energy's subsidiaries: MGE Power Elm Road (the Elm Road Units) and MGE Power West Campus (WCCF), which have been formed to own and lease electric generating capacity to assist MGE. During the three months ended June 30, 2026 and 2025, net income at the nonregulated energy operations segment was $6.5 million and $6.2 million, respectively.
Transmission Investment Operations - MGE Energy
The transmission investment segment holds our interest in ATC and ATC Holdco, and its income reflects our equity in the earnings of those investments. ATC Holdco was formed in December 2016 to pursue transmission development opportunities that typically have long development and investment lead times before becoming operational. During the three months ended June 30, 2026 and 2025, other income at the transmission investment segment primarily reflects ATC's operations and was $3.8 million and $3.1 million, respectively. See Footnote 3 of the Notes to Consolidated Financial Statements in this Report for summarized financial information regarding ATC.
All Other Operations - MGE Energy
Other income
The increase of $2.9 million in other income from all other operations during the three months ended June 30, 2026, primarily reflects results from investment gains recognized in the current year, from venture capital funds. These venture capital investments support early-stage companies working to advance smart technologies, the customer experience, distributed energy resources, electrification, cybersecurity and other priorities for utility companies, such as greater sustainability.
Consolidated Income Taxes - MGE Energy and MGE
See Footnote 4 of the Notes to Consolidated Financial Statements in this Report for the effective tax rate reconciliation.
Noncontrolling Interest, Net of Tax - MGE
Noncontrolling interest, net of tax, reflects the accounting required for MGE Energy's interest in MGE Power Elm Road (the Elm Road Units) and MGE Power West Campus (WCCF). MGE Energy owns 100% of MGE Power Elm Road and MGE Power West Campus. They are not owned by MGE. Due to the contractual agreements for these projects with MGE, the entities are considered VIEs with respect to MGE and their results are consolidated with those of MGE, the primary beneficiary of the VIEs. The following table shows MGE Energy's noncontrolling interest, net of tax, reflected on MGE's consolidated statement of income:
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
June 30, |
(In millions) |
|
2026 |
|
|
2025 |
MGE Power Elm Road |
$ |
3.8 |
|
$ |
3.9 |
MGE Power West Campus |
|
1.9 |
|
|
1.8 |
Results of Operations
Six Months Ended June 30, 2026 and 2025
Electric sales and revenues
The following table compares MGE's electric revenues and electric kWh sales by customer class for each of the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
Sales (kWh) |
|
|
|
Six Months Ended June 30, |
|
Six Months Ended June 30, |
(In thousands, except CDD) |
|
|
2026 |
|
|
2025 |
|
% Change |
|
2026 |
|
2025 |
|
% Change |
Residential |
|
$ |
89,244 |
|
$ |
88,321 |
|
1.0% |
|
418,909 |
|
418,336 |
|
0.1% |
Commercial |
|
|
127,037 |
|
|
124,662 |
|
1.9% |
|
873,469 |
|
870,250 |
|
0.4% |
Industrial |
|
|
6,122 |
|
|
6,081 |
|
0.7% |
|
71,570 |
|
70,270 |
|
1.9% |
Other-retail/municipal |
|
|
20,186 |
|
|
19,690 |
|
2.5% |
|
182,920 |
|
178,950 |
|
2.2% |
Total retail |
|
|
242,589 |
|
|
238,754 |
|
1.6% |
|
1,546,868 |
|
1,537,806 |
|
0.6% |
Sales to the market |
|
|
18,635 |
|
|
14,320 |
|
30.1% |
|
180,352 |
|
219,499 |
|
(17.8)% |
Other revenues |
|
|
1,536 |
|
|
1,693 |
|
(9.3)% |
|
— |
|
— |
|
—% |
Total |
|
$ |
262,760 |
|
$ |
254,767 |
|
3.1% |
|
1,727,220 |
|
1,757,305 |
|
(1.7)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cooling degree days (normal 203) |
|
|
|
|
|
|
|
|
|
164 |
|
223 |
|
(26.5)% |
Electric revenue increased $8.0 million during the six months ended June 30, 2026, compared to the same period in the prior year, due to the following:
|
|
|
(In millions) |
|
|
Sales to the market |
$ |
4.3 |
Rate changes |
|
4.0 |
Customer fixed and demand charges |
|
1.1 |
Net increase in commercial, industrial and other-retail/municipal volume |
|
0.3 |
Increase in residential volume |
|
0.1 |
Revenue subject to refund, net |
|
(1.6) |
Other |
|
(0.2) |
Total |
$ |
8.0 |
•
Sales to the market. Sales to the market typically occur when MGE has more generation in the MISO market than is needed for its customer demand. The excess electricity is then sold to other utilities or power marketers in the MISO market. During the six months ended June 30, 2026, sales were made at higher market prices and partially offset by decreased market volume compared to the same period in the prior year. The revenue generated from these sales is largely offset by fuel rules costs, and does not have a significant impact on net income. See fuel rules discussion in Footnote 9 of the Notes to Consolidated Financial Statements in this Report.
•
Rate changes. In December 2025, the PSCW authorized MGE to increase 2026 rates for retail electric customers by approximately 0.15%. Rates charged to retail customers during the six months ended June 30, 2026, were $4.0 million higher than those charged during the same period in the prior year. See Footnote 9 of the Notes to Consolidated Financial Statements in this Report for further information on the rate increase. Any increases in rates associated with fuel or purchase power costs are generally offset by fuel and purchased power costs and do not have a significant impact on net income.
•
Customer fixed and demand charges. During the six months ended June 30, 2026, fixed and demand charges increased $1.1 million, primarily attributable to the increase in demand charges for commercial customers.
•
Revenue subject to refund. For cost recovery mechanisms, any over-collection of revenues resulting from costs authorized to be collected from customers in rates exceeding actual costs is recorded as a reduction of revenue in the period incurred, as the over-collection is expected to be refunded to customers in a subsequent period. In the year the over-collection is refunded, rates are reduced and offset as revenue subject to refund. There is no net income impact in the year the costs are refunded.
Electric fuel and purchased power
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
(In millions) |
2026 |
|
2025 |
|
$ Change |
Fuel for electric generation |
$ |
33.2 |
|
$ |
33.9 |
|
$ |
(0.7) |
Purchased power |
|
8.3 |
|
|
9.9 |
|
|
(1.6) |
The $0.7 million decrease in fuel for electric generation in the first six months of 2026 was due to an approximately 5.4% decrease in internal generation, partially offset by a 3.8% increase in the average cost, each compared to the same period in the prior year.
Excluding deferred fuel costs, purchased power decreased $1.7 million in the first six months of 2026, compared to the same period in the prior year. The decrease in purchased power was due to an approximately 42% decrease in average cost. This decrease was partially offset by an approximately 43% increase in market purchases as a result of decreased internal generation. There were no deferred fuel costs recovered during the six months ended June 30, 2026 and 2025.
Fuel and purchased power costs are generally offset by electric revenue and do not have a significant impact on net income. MGE expects to seek and receive recovery of fuel and purchased power costs that exceed the fuel rules bandwidth in customer rates. See Footnote 9 of the Notes to Consolidated Financial Statements in this Report for further information on the fuel rules bandwidth.
Gas deliveries and revenues
The following table compares MGE's gas revenues and gas therms delivered by customer class for each of the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
Therms Delivered |
(In thousands, except HDD and average |
|
|
Six Months Ended June 30, |
|
Six Months Ended June 30, |
rate per therm of retail customer) |
|
|
2026 |
|
|
2025 |
|
% Change |
|
2026 |
|
2025 |
|
% Change |
Residential |
|
$ |
80,771 |
|
$ |
71,824 |
|
12.5% |
|
62,708 |
|
65,263 |
|
(3.9)% |
Commercial/Industrial |
|
|
55,364 |
|
|
47,547 |
|
16.4% |
|
58,972 |
|
60,620 |
|
(2.7)% |
Total retail |
|
|
136,135 |
|
|
119,371 |
|
14.0% |
|
121,680 |
|
125,883 |
|
(3.3)% |
Gas transportation |
|
|
4,322 |
|
|
3,697 |
|
16.9% |
|
36,964 |
|
37,253 |
|
(0.8)% |
Other revenues |
|
|
407 |
|
|
338 |
|
20.4% |
|
— |
|
— |
|
—% |
Total |
|
$ |
140,864 |
|
$ |
123,406 |
|
14.1% |
|
158,644 |
|
163,136 |
|
(2.8)% |
Heating degree days (normal 4,284) |
|
|
|
|
|
|
|
|
|
4,028 |
|
4,212 |
|
(4.4)% |
Average rate per therm of retail customer |
|
$ |
1.119 |
|
$ |
0.948 |
|
18.0% |
|
|
|
|
|
|
Gas revenue increased $17.5 million during the six months ended June 30, 2026, compared to the same period in the prior year, due to the following:
|
|
|
(In millions) |
|
|
Rate changes |
$ |
16.2 |
Other |
|
2.4 |
Revenue subject to refund, net |
|
2.2 |
Decrease in volume |
|
(3.3) |
Total |
$ |
17.5 |
•
Rate changes. In December 2025, the PSCW authorized MGE to increase 2026 rates for retail gas customers by approximately 2.77%.
MGE recovers the cost of natural gas in its gas segment through the PGA. Under the PGA, MGE is able to pass through to its gas customers the cost of gas. Changes in PGA recoveries affect revenues but do not change net income in view of the pass-through treatment of the costs. Payments for natural gas increased, driving higher rates during the six months ended June 30, 2026.
The average retail rate per therm excluding customer fixed charges for the six months ended June 30, 2026, increased approximately 18% compared to the same period in the prior year, reflecting an increase in natural gas commodity costs (recovered through the PGA).
•
Other. For the six months ended June 30, 2026, other gas revenue increased primarily due to customer growth and higher residential customer fixed rate.
•
Revenue subject to refund. For cost recovery mechanisms, any over-collection of revenues resulting from costs authorized to be collected from customers in rates exceeding actual costs is recorded as a reduction of revenue in the period incurred, as the over-collection is expected to be refunded to customers in a subsequent period. In the year the over-collection is refunded, rates are reduced and offset as revenue subject to refund. There is no net income impact in the year the costs are refunded.
•
Volume. For the six months ended June 30, 2026, retail gas deliveries decreased approximately 3% compared to the same period in the prior year. The decrease was primarily attributable to lower residential use per customer. Unfavorable weather conditions during the first six months of 2026 further contributed to the reduction in volumes.
Cost of gas sold
Cost of gas sold increased $14.8 million during the six months ended June 30, 2026, compared to the same period in the prior year. Cost per therm increased approximately 27%, partially offset by a decrease in therms delivered of approximately 4%. MGE recovers the cost of natural gas in its gas segment through the PGA as described under gas deliveries and revenues above.
Consolidated operations and maintenance expenses
During the six months ended June 30, 2026, operations and maintenance expenses increased $12.5 million, compared to the same period in the prior year. The following contributed to the net change:
|
|
|
(In millions) |
|
|
Increased administrative and general costs |
$ |
7.0 |
Increased transmission costs |
|
3.2 |
Increased electric production expenses |
|
2.2 |
Increased electric distribution expenses |
|
0.5 |
Decreased other expenses |
|
(0.4) |
Total |
$ |
12.5 |
•Increased administrative and general costs are primarily related to increased pension and other postretirement costs. The PSCW has authorized MGE to defer as a regulatory asset or liability, the difference between actual pension and other postretirement costs included in rates and to be recovered or refunded in a future rate proceeding. Pension and other postretirement cost are generally offset by electric revenue and does not have a significant impact on net income.
•Increased transmission costs are primarily a result of an increase in transmission rate. Transmission costs represent ATC and MISO network transmission expenses authorized to collect in rates. The PSCW has authorized MGE to defer as a regulatory asset or liability, the difference between actual costs included in rates and to be recovered or refunded in a future rate proceeding. Transmission cost is generally offset by electric revenue and does not have a significant impact on net income.
•Electric production expenses increased primarily due to higher operating and maintenance costs at the Columbia generating station, including boiler plant maintenance and other generation-related expenses, along with increased costs associated with renewable generating facilities.
Consolidated depreciation expense
Electric depreciation expense decreased $0.4 million and gas depreciation expense increased $1.3 million during the six months ended June 30, 2026, compared to the same period in the prior year. In December 2025, the PSCW approved new depreciation rates, which were implemented and became effective as of January 1, 2026. These new rates were the primary driver for the change in depreciation expense.
Electric and gas other income
Electric other income increased $10.9 million and gas other income increased $3.0 million during the six months ended June 30, 2026, compared to the same period in the prior year, driven by a $6.5 million positive impact from non-service costs components of pension and other postretirement costs. The PSCW has authorized MGE to defer as a regulatory asset or liability, the difference between actual pension and other postretirement costs included in rates and to be recovered or refunded in a future rate proceeding. Pension and other postretirement cost is generally offset by electric and gas revenue and does not have a significant
impact on net income. Higher AFUDC-Equity due to continued capital investment further contributed to an increase in electric other income.
Nonregulated Energy Operations - MGE Energy and MGE
The nonregulated energy operations are conducted through MGE Energy's subsidiaries: MGE Power Elm Road (the Elm Road Units) and MGE Power West Campus (WCCF), which have been formed to own and lease electric generating capacity to assist MGE. During the six months ended June 30, 2026 and 2025, net income at the nonregulated energy operations segment was $12.8 million and $12.2 million, respectively.
Transmission Investment Operations - MGE Energy
The transmission investment segment holds our interest in ATC and ATC Holdco, and its income reflects our equity in the earnings of those investments. ATC Holdco was formed in December 2016 to pursue transmission development opportunities that typically have long development and investment lead times before becoming operational. During the six months ended June 30, 2026 and 2025, other income at the transmission investment segment primarily reflects ATC's operations and was $7.3 million and $6.2 million, respectively. See Footnote 3 of the Notes to Consolidated Financial Statements in this Report for summarized financial information regarding ATC.
All Other Operations - MGE Energy
Other income
The increase of $3.9 million in other income from all other operations during the six months ended June 30, 2026, primarily reflects results from investment gains recognized in the current year, from venture capital funds. These venture capital investments support early-stage companies working to advance smart technologies, the customer experience, distributed energy resources, electrification, cybersecurity and other priorities for utility companies, such as greater sustainability.
Consolidated Income Taxes - MGE Energy and MGE
See Footnote 4 of the Notes to Consolidated Financial Statements in this Report for the effective tax rate.
Noncontrolling Interest, Net of Tax - MGE
Noncontrolling interest, net of tax, reflects the accounting required for MGE Energy's interest in MGE Power Elm Road (the Elm Road Units) and MGE Power West Campus (WCCF). MGE Energy owns 100% of MGE Power Elm Road and MGE Power West Campus. They are not owned by MGE. Due to the contractual agreements for these projects with MGE, the entities are considered VIEs with respect to MGE and their results are consolidated with those of MGE, the primary beneficiary of the VIEs. The following table shows MGE's noncontrolling interest, net of tax, reflected on MGE's consolidated statement of income:
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, |
|
(In millions) |
|
2026 |
|
|
2025 |
|
MGE Power Elm Road |
|
$ |
7.5 |
|
|
$ |
7.7 |
|
MGE Power West Campus |
|
|
3.8 |
|
|
|
3.6 |
|
Contractual Obligations and Commercial Commitments - MGE Energy and MGE
There were no material changes, other than from the normal course of business, to MGE Energy's and MGE's contractual obligations (representing cash obligations that are considered to be firm commitments) and commercial commitments (representing commitments triggered by future events) during the six months ended June 30, 2026, except as noted below. Further discussion of the contractual obligations and commercial commitments is included in Footnote 16 of the Notes to Consolidated Financial Statements and "Contractual Obligations and Commercial Commitments for MGE Energy and MGE" under Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations in the 2025 Annual Report on Form 10-K.
Purchase Contracts – MGE Energy and MGE
See Footnote 8.c. of Notes to Consolidated Financial Statements in this Report for a description of commitments as of June 30, 2026, that MGE Energy and MGE have entered into with respect to various commodity supply and transportation contracts to meet their obligations to deliver electricity and natural gas to customers.
Liquidity and Capital Resources
MGE Energy and MGE expect to have adequate liquidity to support future operations and capital expenditures over the next twelve months. Available resources include cash and cash equivalents, operating cash flows, liquid assets, borrowing working capacity under revolving credit facilities, and access to equity and debt capital markets, including our at-the-market program. In May 2026, MGE Energy also completed a public offering of common stock, including forward sale agreements that will provide an additional source of liquidity and financial flexibility to support future capital investment needs upon settlement of the shares of common stock sold under the agreements, as described in Footnote 6.c. of the Notes to Consolidated Financial Statements in this Report. The amount and timing of any financings will be primarily driven by capital investments and cash requirements and will depend upon market conditions, regulatory approvals, and other factors. MGE plans to maintain a capital structure consistent with authorized levels approved by its regulator. See "Credit Facilities" under Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources in the 2025 Annual Report on Form 10-K for information regarding MGE Energy's and MGE's credit facilities.
Cash Flows
The following summarizes cash flows for MGE Energy and MGE during the six months ended June 30, 2026 and 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MGE Energy |
|
MGE |
(In thousands) |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
Cash provided by (used for): |
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities |
|
$ |
148,828 |
|
$ |
133,953 |
|
$ |
146,450 |
|
$ |
127,988 |
Investing activities |
|
|
(216,333) |
|
|
(118,254) |
|
|
(214,022) |
|
|
(112,518) |
Financing activities |
|
|
78,452 |
|
|
(27,059) |
|
|
76,053 |
|
|
(29,437) |
Cash Provided by Operating Activities
Cash flows from operating activities for MGE Energy and MGE principally reflect the receipt of customer payments for electric and gas service and outflows related to fuel for electric generation, purchased power, gas, and operation and maintenance expenditures.
The principal increases (decreases) in cash flows from operating activities during the six months ended June 30, 2026, compared to the same period in 2025, were as follows:
|
|
|
|
|
|
|
(In millions) |
|
MGE Energy |
|
MGE |
Higher overall collections from customers, driven by higher electric and gas rates |
|
$ |
38.1 |
|
$ |
38.1 |
Changes in income taxes paid/received - includes proceeds from renewable tax credits transferred to other corporate taxpayers during 2026 of $9.5 million |
|
|
12.1 |
|
|
12.6 |
Higher payments for fuel and purchased power at our generation plants, as well as higher natural gas costs to our customers |
|
|
(20.9) |
|
|
(20.9) |
Higher payments for other operation and maintenance expenses |
|
|
(11.7) |
|
|
(9.1) |
Higher payments for interest |
|
|
(1.9) |
|
|
(1.9) |
Lower dividend received from ATC |
|
|
(0.5) |
|
|
— |
Other operating activities |
|
|
(0.3) |
|
|
(0.3) |
Increase in cash provided by operating activities |
|
$ |
14.9 |
|
$ |
18.5 |
Capital Requirements and Investing Activities
The principal increases (decreases) in cash flows from investing activities during the six months ended June 30, 2026, compared to the same period in 2025, were as follows:
|
|
|
|
|
|
|
(In millions) |
|
MGE Energy |
|
MGE |
Capital expenditures, primarily reflects an increase in electric and gas utility expenditures, specifically related to spending for Sunnyside, Dawn Harvest, Saratoga, and local battery storage construction |
|
$ |
(99.2) |
|
$ |
(99.2) |
Capital contributions to ATC and other investments |
|
|
(1.8) |
|
|
— |
Proceeds from the sale of investments |
|
|
5.3 |
|
|
— |
Other investing activities |
|
|
(2.4) |
|
|
(2.3) |
Decrease in cash flows from investing activities |
|
$ |
(98.1) |
|
$ |
(101.5) |
Cash Used for Financing Activities
The principal sources and uses of cash are related to short-term and long-term borrowings and repayments and the payment of cash dividends.
The principal increases (decreases) in cash flows from financing activities during the six months ended June 30, 2026, compared to the same period in 2025, were as follows:
|
|
|
|
|
|
|
(In millions) |
|
MGE Energy |
|
MGE |
Change in long-term debt(a) |
|
$ |
88.7 |
|
$ |
88.7 |
Higher issuance of common stock |
|
|
85.1 |
|
|
— |
Higher cash distribution from parent (MGE Energy) |
|
|
— |
|
|
77.5 |
Lower cash dividends to parent (MGE Energy) |
|
|
— |
|
|
5.5 |
Change in short-term debt borrowings, net |
|
|
(65.3) |
|
|
(65.3) |
Higher cash dividends paid, dividend rate per share ($0.950 vs. $0.900) |
|
|
(2.4) |
|
|
— |
Higher distributions to parent (MGE Energy) from noncontrolling interest, representing distributions from MGE Power Elm Road and MGE Power West Campus(b) |
|
|
— |
|
|
(0.3) |
Other financing activities |
|
|
(0.6) |
|
|
(0.6) |
Increase in cash flows from financing activities |
|
$ |
105.5 |
|
$ |
105.5 |
(a)In January 2026, MGE issued $90 million of senior unsecured notes that were used to assist with financing additional capital expenditures and other corporate obligations. In January 2026, MGE completed a redemption of $1.2 million of its outstanding first mortgage bonds.
(b) The noncontrolling interest arises from the accounting required for the entities, which are not owned by MGE but are consolidated as VIEs.
Capitalization Ratios
MGE Energy's capitalization ratios were as follows:
|
|
|
|
|
|
|
MGE Energy |
|
|
June 30, 2026 |
|
December 31, 2025 |
Common shareholders' equity |
|
60.7% |
|
58.9% |
Long-term debt(a) |
|
37.9% |
|
36.8% |
Short-term debt |
|
1.4% |
|
4.3% |
(a)Includes the current portion of long-term debt.
Credit Ratings
MGE Energy's and MGE's access to the capital markets, including, in the case of MGE, the commercial paper market, and their respective financing costs in those markets, may depend on the credit ratings of the entity that is accessing the capital markets.
None of MGE Energy's or MGE's borrowing is subject to default or prepayment as a result of a downgrading of credit ratings, although a downgrading of MGE's credit ratings would increase fees and interest charges under both MGE Energy's and MGE's credit agreements and may affect the collateral required to be posted under derivative transactions.
Environmental Matters
See the discussion of environmental matters included in the 2025 Annual Report on Form 10-K, as updated by Footnote 8.a. of Notes to Consolidated Financial Statements in this Report.
Other Matters
Rate Matters
In December 2025, the PSCW approved a settlement agreement for MGE's 2026/2027 rate case. As part of that settlement agreement, the PSCW approved a 0.15% increase for electric rates and a 2.77% increase to gas rates for 2026 and a 3.63% increase for electric rates and a 2.04% increase to gas rates for 2027. MGE filed a 2027 Fuel Cost Plan with the PSCW in June 2026. MGE expects a final decision from the PSCW on the Fuel Cost Plan by the end of 2026.
Details related to MGE's 2026/2027 settlement are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands) |
|
Average Rate Base(a) |
|
Average CWIP(b) |
|
Return on Common Equity(c) |
|
Common Equity Component of Regulatory Capital Structure |
|
Effective Date |
Electric (2026 Test Period) |
|
$ |
1,346,269 |
|
$ |
37,232 |
|
9.8% |
|
56.09% |
|
1/1/2026 |
Gas (2026 Test Period) |
|
$ |
375,594 |
|
$ |
7,764 |
|
9.8% |
|
56.09% |
|
1/1/2026 |
Electric (2027 Test Period) |
|
$ |
1,537,938 |
|
$ |
33,082 |
|
9.8% |
|
56.05% |
|
1/1/2027 |
Gas (2027 Test Period) |
|
$ |
393,558 |
|
$ |
8,912 |
|
9.8% |
|
56.05% |
|
1/1/2027 |
(a)Average rate base amounts reflect MGE's allocated share of rate base and do not include construction work in progress (CWIP) or a cash working capital allowance and were calculated using a forecasted 13-month average for the test periods. The PSCW provides a return on selected CWIP and a cash working capital allowance by adjusting the percentage return on rate base.
(b)50% of the forecasted 13-month average CWIP for the test periods earns an AFUDC return. Projects eligible to earn 100% AFUDC are excluded from this balance and discussed further in the Management's Discussion and Analysis of Financial Condition and Results of Operations - Significant Events section.
(c)Returns on common equity may not be indicative of actual returns earned or projections of future returns, as actual returns will be affected by the volume of electricity or gas sold.
See Footnote 9 of Notes to Consolidated Financial Statements in this Report for further discussion of rate proceedings and an earnings sharing mechanism if MGE earns above the authorized return on common equity in the rate order.
Uyghur Forced Labor Prevention Act
The UFLPA, a federal law that became effective in June 2022, prohibits importation of goods, including silica-based products used in the production of solar panels, that are mined, produced, or manufactured wholly or in part in China’s Xinjiang Uyghur Autonomous Region. Suppliers for MGE's current solar projects were able to provide the CBP sufficient documentation to meet WRO and UFLPA compliance requirements, however we cannot currently predict what, if any, impact the UFLPA will have on the overall supply of solar panels into the United States and the related impact to timing and cost of solar projects included in our capital plan. In the event that such disruptions increase costs beyond approved levels, we have filed and expect to continue filing notifications with the PSCW and will seek recovery of those costs in future rate proceedings.
The UFLPA Entity List continues to expand, including entities participating in solar and solar supply chain activities. MGE continues to monitor developments related to the UFLPA, evaluate supplier compliance, and assess potential impacts to current and future projects.
U.S. Department of Commerce - Solar Cells and Modules
In June 2024, following AD/CVD investigations by the DOC and the USITC determining that Chinese manufacturers were circumventing tariffs on solar panels by shipping them through Cambodia, Malaysia, Thailand, and Vietnam, the DOC began applying tariffs to the importation of solar cells from those countries. In the second quarter of 2025, the DOC and USITC issued final determinations affirming and increasing the tariffs. Later that year, the U.S. Court of International Trade ruled that the prior two-year moratorium was unlawful, permitting retroactive collection, though the ruling has been stayed pending appeal to the Federal Circuit.
In late 2025, the DOC initiated new AD/CVD investigations into solar imports from India, Indonesia, and Laos. In February and April 2026, the DOC issued preliminary affirmative determinations in the CVD and AD investigations, respectively, resulting in increased preliminary tariff rates. The investigations remain ongoing, and final determinations are expected later in 2026. Additionally, a new 'Section 232' national security investigation into the global polysilicon supply chain was launched in late 2025, which could result in broad, global tariffs on solar components regardless of their country of origin.
MGE continues to assess the potential impact of these tariffs on current and future solar projects, which may result in increased costs, delays in construction timelines, or a new and potentially material financial liability due to retroactive tariffs. In the event that such disruptions increase costs beyond approved levels, we have filed and expect to continue filing notifications with the PSCW and will seek recovery of those costs in future rate proceedings.
Tariffs
U.S. and international trade policies, including tariffs, port fees, trade sanctions, and other import/export regulations, continue to evolve, influenced by geopolitical developments and economic priorities. MGE is proactively evaluating the potential effects of these changes on operating costs and capital investments, particularly for renewable energy and battery storage initiatives. Such policy shifts could lead to higher costs or delays in project timelines.
Tax Update - One Big Beautiful Bill Act
In July 2025, the OBBBA was signed into law, introducing significant changes to tax credits and compliance requirements. The OBBBA accelerates the termination of the Clean Electricity PTC and ITC for wind and solar projects placed in service after 2027. Pursuant to the OBBBA, the July 4, 2026 commencement-of-construction deadline for wind and solar projects has passed, and projects that did not begin construction by that date generally must be placed in service by December 31, 2027 to remain eligible for these credits. The phase out of PTCs and ITCs does not apply to energy storage, hydroelectric facilities, nuclear, or any other zero emission technology. The OBBBA imposes restrictions on credit eligibility, disallowing credits, and foreign entity material assistance. The Treasury Department issued new beginning-of-construction guidance in August 2025. However, a federal court vacated the guidance in June 2026, reinstating the prior physical work and 5% safe harbor framework, subject to further developments. Interim guidance has also been released on domestic content requirements. MGE has evaluated the impact of the OBBBA and will continue monitoring Treasury Department updates and engaging with industry groups to ensure compliance.
Adoption of Accounting Principles and Recently Issued Accounting Pronouncements
See Footnote 2 of Notes to Consolidated Financial Statements in this Report for discussion of new accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There were no material changes to the market risks disclosed in Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our 2025 Annual Report on Form 10-K.
Item 4. Controls and Procedures.
During the second quarter of 2026, each registrant's management, including the principal executive officer and principal financial officer, evaluated its disclosure controls and procedures related to the recording, processing, summarization, and reporting of information in its periodic reports that it files with the SEC. These disclosure controls and procedures have been designed to ensure that material information relating to that registrant, including its subsidiaries, is accumulated and made known to that registrant's management, including these officers, by other employees of that registrant and its subsidiaries as appropriate to allow timely decisions regarding required disclosure, and that this information is recorded, processed, summarized, evaluated, and reported, as applicable, within the time periods specified in the SEC's rules and forms. The evaluations take into account changes in the internal and external operating environments that may impact those controls and procedures. Due to the inherent limitations of control systems, not all misstatements may be detected. These inherent limitations include the realities that judgments in decision making can be faulty and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Also, MGE Energy does not control or manage certain of its unconsolidated entities and thus, its access and ability to apply its procedures to those entities is more limited than is the case for its consolidated subsidiaries.
As of June 30, 2026, each registrant's principal executive officer and principal financial officer concluded that its disclosure controls and procedures were effective. Each registrant intends to strive continually to improve its disclosure controls and procedures to enhance the quality of its financial reporting.
During the quarter ended June 30, 2026, there were no changes in either registrant's internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, that registrant's internal control over financial reporting.
PART II. OTHER INFORMATION.
Item 1. Legal Proceedings.
MGE Energy and its subsidiaries, including MGE, from time to time are involved in various legal proceedings that are handled and defended in the ordinary course of business. See Footnotes 8.a. and 8.b. of Notes to Consolidated Financial Statements in this Report for more information.
Item 1A. Risk Factors.
There were no material changes from the risk factors disclosed in Item 1A. Risk Factors in our 2025 Annual Report on Form 10-K, other than as set forth below:
We have in the past entered, and may in the future enter, into forward sale transactions that subject us to certain risks.
We have previously entered into forward sale agreements and may in the future enter into additional forward sale agreements that subject us to certain risks. The future issuance of any shares of common stock upon settlement of any forward sale agreement will result in dilution to our earnings per share, return on equity, and dividends per share. The purchase of common stock in connection with the unwinding of the forward purchaser's hedge position could cause our stock price to increase (or prevent a decrease) over such time, thereby increasing the amount of cash we would owe (or decreasing the amount of cash owed to us) upon a cash settlement. In addition, pursuant to each forward sale agreement, the relevant forward purchaser will have the right to accelerate the settlement of the forward sale agreement in connection with certain specified events. In such cases, we could be required to settle that particular forward sale agreement and issue common stock irrespective of our capital needs.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable to MGE Energy and MGE.
During the three months ended June 30, 2026, no director or officer of MGE Energy or MGE adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits.
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Ex. No. |
|
Exhibit Description |
10.1 |
*** |
Form of Restricted Stock Award Agreement for Employees pursuant to the MGE Energy Inc., 2021 Long-Term Incentive Plan, April 2026 |
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|
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10.2 |
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Forward Sale Agreement, dated May 6, 2026, by and between MGE Energy, Inc. and Morgan Stanley & Co. LLC (incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K filed by MGE Energy, Inc. on May 8, 2026) |
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|
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10.3 |
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Forward Sale Agreement, dated May 6, 2026, by and between MGE Energy, Inc. and Bank of America, N.A. (incorporated by reference to Exhibit 10.2 of Current Report on Form 8-K filed by MGE Energy, Inc. on May 8, 2026) |
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|
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10.4 |
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Forward Sale Agreement, dated May 6, 2026, by and between MGE Energy, Inc. and JPMorgan Chase Bank, National Association (incorporated by reference to Exhibit 10.3 of Current Report on Form 8-K filed by MGE Energy, Inc. on May 8, 2026) |
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|
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31.1 |
* |
Certifications Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934 filed by Jeffrey M. Keebler for MGE Energy, Inc. |
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31.2 |
* |
Certifications Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934 filed by Jared J. Bushek for MGE Energy, Inc. |
|
|
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31.3 |
* |
Certifications Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934 filed by Jeffrey M. Keebler for Madison Gas and Electric Company |
|
|
|
31.4 |
* |
Certifications Pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934 filed by Jared J. Bushek for Madison Gas and Electric Company |
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|
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32.1 |
** |
Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code (Sarbanes-Oxley Act of 2002) filed by Jeffrey M. Keebler for MGE Energy, Inc. |
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|
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32.2 |
** |
Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code (Sarbanes-Oxley Act of 2002) filed by Jared J. Bushek for MGE Energy, Inc. |
|
|
|
32.3 |
** |
Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code (Sarbanes-Oxley Act of 2002) filed by Jeffrey M. Keebler for Madison Gas and Electric Company |
|
|
|
32.4 |
** |
Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 United States Code (Sarbanes-Oxley Act of 2002) filed by Jared J. Bushek for Madison Gas and Electric Company |
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|
|
101.INS |
* |
XBRL Instance |
101.SCH |
* |
XBRL Taxonomy Extension Schema With Embedded Linkbases Document |
101.CAL |
* |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.LAB |
* |
Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
* |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
101.DEF |
* |
Inline XBRL Taxonomy Extension Definitions Linkbase Document |
104.1 |
* |
Included in the cover page, formatted in Inline XBRL |
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* |
|
Filed herewith. |
** |
|
Furnished herewith. |
*** |
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Indicates a management contract or compensatory plan or arrangement. |
Signatures - MGE Energy, Inc.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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MGE ENERGY, INC. |
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Date: August 5, 2026 |
/s/ Jeffrey M. Keebler |
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Jeffrey M. Keebler
Chairman, President and Chief Executive Officer
(Duly Authorized Officer)
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Date: August 5, 2026 |
/s/ Jared J. Bushek |
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Jared J. Bushek
Executive Vice President - Chief Financial Officer and Treasurer
(Chief Financial Officer)
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Date: August 5, 2026 |
/s/ Jenny L. Lagerwall |
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Jenny L. Lagerwall
Assistant Vice President - Accounting and Controller
(Chief Accounting Officer)
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Signatures – Madison Gas and Electric Company
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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MADISON GAS AND ELECTRIC COMPANY |
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Date: August 5, 2026 |
/s/ Jeffrey M. Keebler |
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Jeffrey M. Keebler
Chairman, President and Chief Executive Officer
(Duly Authorized Officer)
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Date: August 5, 2026 |
/s/ Jared J. Bushek |
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Jared J. Bushek
Executive Vice President - Chief Financial Officer and Treasurer
(Chief Financial Officer)
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Date: August 5, 2026 |
/s/ Jenny L. Lagerwall |
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Jenny L. Lagerwall
Assistant Vice President - Accounting and Controller
(Chief Accounting Officer)
|
EX-10.1
2
mgee-ex10_1.htm
EX-10.1
EX-10.1
Exhibit 10.1
MGE ENERGY, INC.
RESTRICTED STOCK UNITS
AWARD AGREEMENT –
Employee – April 2026
MGE Energy, Inc., a Wisconsin corporation (the “Company”), has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Award Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the MGE Energy, Inc. 2021 Long-Term Incentive Plan (the “Plan”), the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the Grant Notice, this Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Grant Notice, this Agreement or the Plan.
1.
Definitions and Construction.
1.1
Definitions. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan. For purposes of this Agreement:
(a)
“Cause” means (1) a material breach by the Participant of those duties and responsibilities of the Participant which do not differ in any material respect from the duties and responsibilities of the Participant during the 90-day period immediately prior to a Change in Control (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on the Participant’s part, committed in bad faith or without reasonable belief that such breach is in the best interests of the Company, and is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such breach or (2) the commission by the Participant of a felony involving moral turpitude.
(b)
“Disability” means the Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.
(c)
“Good Reason” means, without the Participant’s express written consent, the occurrence of any of the following events after a Change in Control: (1) a material diminution in the Participant’s base compensation; (2) a material diminution in the Participant’s authority, duties or responsibilities; (3) a material diminution in the authorities, duties or
responsibilities of the supervisor to whom the Participant is required to report; (4) a material diminution in the budget over which the Participant retains authority; or (5) a material change in the geographic location at which the Participant must perform services; provided, however, that the Participant must notify the Company of the Participant’s intention to terminate his or her employment by written notice to the Company’s Chief Executive Officer; and provided, further, that: (i) such notice shall be provided to the Company within ninety (90) days of the initial existence of such event; (ii) the Company shall have thirty (30) days to cure such event after receipt of such notice; and (iii) if not cured, the Participant shall terminate his employment within sixty (60) days following the expiration of the Company’s cure period.
1.2
Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.
All questions of interpretation concerning the Grant Notice, this Agreement, the Plan or any other form of agreement or other document employed by the Company in the administration of the Plan or this Agreement shall be determined by the Administrator. All such determinations by the Administrator shall be final, binding and conclusive upon all persons having an interest in this Agreement, unless fraudulent or made in bad faith. Any and all actions, decisions and determinations taken or made by the Administrator in the exercise of its discretion pursuant to the Plan or this Agreement or other agreement thereunder (other than determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having an interest in this Agreement.
On the Grant Date, the Participant shall acquire, subject to the provisions of this Agreement, the number of Units set forth in the Grant Notice, subject to adjustment as provided in Section 8. Each Unit represents a right to receive, on a date determined in accordance with the Grant Notice and this Agreement, one (1) share of Stock.
4.1
Generally. Except as set forth in this Section 4, Units acquired pursuant to this Agreement shall be subject to a substantial risk of forfeiture until the Vesting Period ends, as provided in the Grant Notice.
4.2
Death or Disability. In the event the Participant incurs a Termination of Service due to the Participant’s death or by the Company due to the Participant’s Disability, the Units shall vest upon such termination of employment.
4.3
Qualifying Termination due to a Change in Control. In the event Participant incurs a Termination of Service by the Company without Cause or by the Participant for Good Reason, in each case, within 24 months following a Change in Control (each, a
“Qualifying CIC Termination”) and the Participant executes and does not revoke a waiver and release of claims in the form prescribed by the Company within sixty (60) days after the date of such Qualifying CIC Termination, in any such case, the Units shall vest upon the Participant’s Qualifying CIC Termination.
5.1
Forfeiture of Unvested Units. In the event that the Participant incurs a Termination of Service for any reason or no reason (other than as described in Section 4), with or without Cause or due to the Participant’s resignation, the Participant shall forfeit, and the Company shall automatically reacquire, all Units which are not, as of the time of such termination, vested Units (“Unvested Units”), and the Participant shall not be entitled to any payment therefor.
5.2
Forfeiture of Vested Units. In the event that the Participant incurs a Termination of Service for Cause after the time at which the Units become vested (“Vested Units”) but before the Shares are settled under Section 6.1, Participant shall forfeit, and the Company shall automatically reacquire, all Units which are, as of the time of such termination, Vested Units, and the Participant shall not be entitled to any payment therefor.
6.
Settlement of the Award.
6.1
Issuance of Shares of Stock. Subject to the provisions of Section 6.3, the Company shall issue to the Participant one (1) Share with respect to each Vested Unit within seventy (70) days following the vesting date or vesting event. Shares issued in settlement of Vested Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 6.3, Section 7 or the Company’s trading compliance policy, or the Company’s stock ownership guidelines.
6.2
Beneficial Ownership of Shares; Certificate Registration. The Participant hereby authorizes the Company, in its sole discretion, to deposit any or all Shares acquired by the Participant pursuant to the settlement of this Agreement with the Company’s transfer agent, including any successor transfer agent, to be held in book entry form, or to deposit such Shares for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice. Except as provided by the foregoing, a certificate for the shares acquired by the Participant shall be registered in the name of the Participant, or, in the event of the Participant’s death, in the names of the beneficiary(ies) of the Participant.
6.3
Restrictions on Grant of the Award and Issuance of Shares. The grant of the Units and issuance of Shares upon settlement of the Units shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No Shares may be issued hereunder if the issuance of such Shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed.
6.4
Fractional Shares. The Company shall not be required to issue fractional Shares upon the settlement of the Units.
6.5
Dividend Equivalents. Dividend Equivalents shall be paid in cash to the Participant within seventy (70) days following the vesting date or vesting event. Dividend Equivalents shall equal the total of the dividends declared and paid to Company shareholders with respect to each Vested Unit between the grant date and the date on which the Vested Units are settled, as if the Participant was an actual shareholder of the Company at the time such dividends were declared.
7.1
In General. At the time the Grant Notice is executed, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for (including by the remittance of a check to the Company), any sums required to satisfy the federal, state, and local tax withholding obligations of the Company, if any, which arise in connection with this Agreement, the vesting of Units or the issuance of Shares in settlement thereof. The Company shall have no obligation to deliver Shares until the tax withholding obligations of the Company have been satisfied by the Participant.
7.2
Withholding in Shares. The Participant shall satisfy all tax withholding obligations with respect to the Vested Units by deducting from the Shares otherwise deliverable to the Participant in settlement of the Units a number of whole Shares having a fair market value, as determined by the Company as of the date on which the tax withholding obligations arise, not in excess of the amount of such tax withholding obligations determined by the applicable minimum statutory withholding rates if required to avoid liability classification of the Award under generally accepted accounting principles in the United States.
7.3
Assignment of Sale Proceeds. If permitted by the Company, subject to compliance with applicable law and the Company’s trading compliance policy, the Participant may satisfy the Participating Company’s tax withholding obligations in accordance with procedures established by the Company providing for delivery by the Participant to the Company or a broker approved by the Company of properly executed instructions, in a form approved by the Company, providing for the assignment to the Company of the proceeds of a sale with respect to some or all of the shares being acquired upon settlement of Units.
8.
Adjustments for Changes in Capital Structure.
The Award shall be subject to and treated as set forth in Section 12.1 of the Plan.
9.
Rights as a Shareholder or Employee. Employment Status.
9.1
Rights as a Shareholder. Other than as provided in this Agreement, the Participant shall have no rights as a shareholder with respect to any shares which may be issued in settlement of this Award until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).
9.2
Employment Status. If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written
employment agreement between the Company and the Participant, the Participant’s employment is “at will” and is for no specified term. Nothing in this Agreement shall confer upon the Participant any right to continue in the service of the Company or interfere in any way with any right of the Company to terminate the Participant’s service at any time.
The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of stock issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Award in the possession of the Participant in order to carry out the provisions of this Section.
11.
Compliance with Section 409A.
It is intended that any election, payment or benefit which is made or provided pursuant to or in connection with this Award that may result in deferred compensation subject to Code Section 409A shall comply in all respects with the applicable requirements of Code Section 409A (including applicable regulations or other administrative guidance thereunder, as determined by the Administrator in good faith) to avoid the unfavorable tax consequences provided therein for non‑compliance. In connection with effecting compliance with or an exemption from Code Section 409A, the following shall apply:
11.1
Separation from Service; Required Delay in Payment to Specified Employee. Notwithstanding anything set forth herein to the contrary, no amount payable pursuant to this Agreement on account of the Participant’s Termination of Service which constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “Section 409A Regulations”) shall be paid unless and until the Participant has incurred a “separation from service” within the meaning of the Section 409A Regulations. If and to the extent (i) any portion of any payment, compensation or other benefit provided to a Participant pursuant to this Agreement in connection with Participant’s employment termination constitutes "nonqualified deferred compensation" within the meaning of Code Section 409A and (ii) the Participant is a specified employee as defined in Code Section 409A(a)(2)(B)(i), in each case, as determined by the Company in accordance with its procedures, by which determinations the Participant (through accepting this Agreement) agrees that he is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of "separation from service" (as determined under Code Section 409A), except as Code Section 409A may then permit.
11.2
Other Changes in Time of Payment. Neither the Participant nor the Company shall take any action to accelerate or delay the payment of any benefits under this Agreement in any manner which would not be in compliance with the Section 409A Regulations.
11.3
Amendments to Comply with Code Section 409A; Indemnification. Notwithstanding any other provision of this Agreement to the contrary, the Company is authorized to amend this Agreement, to void or amend any election made by the Participant under this Agreement and/or to delay the payment of any monies and/or provision of any
benefits in such manner as may be determined by the Company, in its discretion, to be necessary or appropriate to comply with or be exempt from the Section 409A Regulations without prior notice to or consent of the Participant. The Participant hereby releases and holds harmless the Company, its directors, officers and shareholders from any and all claims that may arise from or relate to any tax liability, penalties, interest, costs, fees or other liability incurred by the Participant in connection with the Award, including as a result of the application of Code Section 409A.
11.4
Advice of Independent Tax Advisor. The Participant hereby acknowledges that he or she has been advised to seek the advice of his or her own independent tax advisor prior to entering into this Agreement and is not relying upon any representations of the Company or any of its agents as to the effect of or the advisability of entering into this Agreement.
12.
Miscellaneous Provisions.
12.1
Termination or Amendment. The Administrator may terminate or amend the Plan or this Agreement at any time; provided, however, that no such termination or amendment may have a materially adverse effect on the Participant’s rights under this Agreement without the consent of the Participant unless such termination or amendment is necessary to comply with applicable law or government regulation, including, but not limited to, Code Section 409A. No amendment or addition to this Agreement shall be effective unless in writing.
12.2
Nontransferability of the Award. Prior to the issuance of shares of Stock to the Participant, neither this Award nor any Units subject to this Award shall be subject in any manner or in any circumstance (including in connection with the Participant’s divorce) to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.
12.3
Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.
12.4
Binding Effect. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and assigns.
12.5
Delivery of Documents and Notices. The Plan documents, which may include but do not necessarily include: the Plan, the Grant Notice, this Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company’s shareholders, may be delivered to the Participant electronically. In addition, if permitted by the Company, the Participant may deliver electronically the Grant Notice to the Company or to such third party
involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or an Internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company. Any and all such documents and notices may be electronically signed.
(a)
Consent to Electronic Delivery and Signature. The Participant acknowledges that the Participant has read Section 12.5 of this Agreement and consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery of the Grant Notice, as described in Section 12.5. The Participant agrees that any and all such documents requiring a signature may be electronically signed and that such electronic signature shall have the same effect as handwritten signature for the purposes of validity, enforceability and admissibility. The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing.
12.6
Integrated Agreement. The Grant Notice, this Agreement and the Plan, shall constitute the entire understanding and agreement of the Participant and the Company with respect to the subject matter contained herein or therein and supersede any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Company with respect to such subject matter. To the extent contemplated herein or therein, the provisions of the Grant Notice, this Agreement and the Plan shall survive any settlement of the Award and shall remain in full force and effect.
12.7
Applicable Law. This Agreement shall be governed by the laws of the State of Wisconsin as such laws are applied to agreements between Wisconsin residents entered into and to be performed entirely within the State of Wisconsin.
12.8
Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
EX-31.1
3
mgee-ex31_1.htm
EX-31.1
EX-31.1
EXHIBIT 31.1
Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934
I, Jeffrey M. Keebler, certify that:
1.I have reviewed this quarterly report on Form 10-Q of MGE Energy, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Jeffrey M. Keebler |
|
Jeffrey M. Keebler
Chairman, President and Chief Executive Officer
Date: August 5, 2026
|
EX-31.2
4
mgee-ex31_2.htm
EX-31.2
EX-31.2
EXHIBIT 31.2
Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934
I, Jared J. Bushek, certify that:
1.I have reviewed this quarterly report on Form 10-Q of MGE Energy, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Jared J. Bushek |
|
Jared J. Bushek
Executive Vice President - Chief Financial Officer and Treasurer
Date: August 5, 2026
|
EX-31.3
5
mgee-ex31_3.htm
EX-31.3
EX-31.3
EXHIBIT 31.3
Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934
I, Jeffrey M. Keebler, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Madison Gas and Electric Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Jeffrey M. Keebler |
|
Jeffrey M. Keebler
Chairman, President and Chief Executive Officer
Date: August 5, 2026
|
EX-31.4
6
mgee-ex31_4.htm
EX-31.4
EX-31.4
EXHIBIT 31.4
Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934
I, Jared J. Bushek, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Madison Gas and Electric Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ Jared J. Bushek |
|
Jared J. Bushek
Executive Vice President - Chief Financial Officer and Treasurer
Date: August 5, 2026
|
EX-32.1
7
mgee-ex32_1.htm
EX-32.1
EX-32.1
EXHIBIT 32.1
Certification Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the quarterly report on Form 10-Q of MGE Energy, Inc. (the "Company"), for the period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof ("the Report"), I, Jeffrey M. Keebler, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Jeffrey M. Keebler |
|
Jeffrey M. Keebler
Chairman, President and Chief Executive Officer
Date: August 5, 2026
|
EX-32.2
8
mgee-ex32_2.htm
EX-32.2
EX-32.2
EXHIBIT 32.2
Certification Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the quarterly report on Form 10-Q of MGE Energy, Inc. (the "Company"), for the period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof ("the Report"), I, Jared J. Bushek, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Jared J. Bushek |
|
Jared J. Bushek
Executive Vice President - Chief Financial Officer and Treasurer
Date: August 5, 2026
|
EX-32.3
9
mgee-ex32_3.htm
EX-32.3
EX-32.3
EXHIBIT 32.3
Certification Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the quarterly report on Form 10-Q of Madison Gas and Electric Company (the "Company"), for the period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof ("the Report"), I, Jeffrey M. Keebler, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Jeffrey M. Keebler |
|
Jeffrey M. Keebler
Chairman, President and Chief Executive Officer
Date: August 5, 2026
|
EX-32.4
10
mgee-ex32_4.htm
EX-32.4
EX-32.4
EXHIBIT 32.4
Certification Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the quarterly report on Form 10-Q of Madison Gas and Electric Company (the "Company"), for the period ended June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof ("the Report"), I, Jared J. Bushek, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Jared J. Bushek |
|
Jared J. Bushek
Executive Vice President - Chief Financial Officer and Treasurer
Date: August 5, 2026
|