		2012				2011
(In thousands)		MGE Energy		MGE		MGE Energy		MGE
First Mortgage Bonds^(a):
7.70%, 2028 Series	$	1,200	$	1,200	$	1,200	$	1,200
Tax Exempt Debt:
3.45% and 4.875%, respectively, 2027 Series,
Industrial Development Revenue Bonds^(b)		19,300		19,300		19,300		19,300
5.875% 2034 Series, Industrial Development
Revenue Bonds^(c)		0		0		28,000		28,000
Total Tax Exempt Debt		19,300		19,300		47,300		47,300
Medium-Term Notes^(d):
5.26%, due 2017		20,000		20,000		20,000		20,000
5.25%, due 2017		30,000		30,000		30,000		30,000
7.12%, due 2032		25,000		25,000		25,000		25,000
6.12%, due 2028		20,000		20,000		20,000		20,000
6.247%, due 2037		25,000		25,000		25,000		25,000
Total Medium-Term Notes		120,000		120,000		120,000		120,000
Other Long-Term Debt:
5.59%, due 2018^(e)		40,000		40,000		40,000		40,000
5.68%, due 2033^(f)		30,000		30,000		30,000		30,000
5.19%, due 2033^(f)		20,000		20,000		20,000		20,000
5.04%, due 2040^(g)		45,138		45,138		46,806		46,806
3.38%, due 2020^(e)		15,000		15,000		15,000		15,000
5.26%, due 2040^(e)		15,000		15,000		15,000		15,000
4.74%, due 2041^(g)		28,167		28,167		29,167		29,167
4.38%, due 2042^(c)		28,000		28,000		0		0
Total Other Long-Term Debt		221,305		221,305		195,973		195,973
Long-term debt due within one year		(3,013)		(3,013)		(2,667)		(2,667)
Unamortized discount		(301)		(301)		(903)		(903)
Total Long-Term Debt	$	358,491	$	358,491	$	360,903	$	360,903

(a) MGE's utility plant is subject to the lien of its Indenture of Mortgage and Deed of Trust, under which its first mortgage bonds are issued. The Mortgage Indenture provides that dividends or any other distribution or purchase of shares may not be made if the aggregate amount thereof since December 31, 1945 would exceed the earned surplus (retained earnings) accumulated subsequent to December 31, 1945. As of December 31, 2012, approximately $281.6 million was available for the payment of dividends under this covenant.

(b) On April 2, 2012, $19.3 million of 4.875% Series 2002B, Industrial Development Revenue Bonds were remarketed at an interest rate of 3.45%. The net proceeds of the 4.875% Series 2002B Bonds were originally loaned to MGE pursuant to a Loan Agreement dated as of April 1, 2002 with the City of Madison, which issued the Series 2002B Bonds in 2002. MGE is responsible for the payment of principal, premium, if any, and interest on the Bonds. The 4.875% Series 2002B Bonds were originally issued bearing an interest rate of 4.875% per annum for a period that ended April 1, 2012, at which point the Bonds were subject to mandatory tender by their holders and remarketing. The Series 2002B Bonds were remarketed and carry an interest rate of 3.45% per annum, which is payable semi-annually on April 1 and October 1, until their maturity on October 1, 2027. The Series 2002B Bonds are redeemable on or after April 1, 2017, at a redemption price equal to 100% of the principal amount of the Bonds to be redeemed, plus accrued interest to the redemption date.

(c) On April 2, 2012, MGE issued $28 million in principal amount of its 4.38% senior notes, due April 1, 2042. The Notes were issued pursuant to a Note Purchase Agreement. The Notes are unsecured and are not issued under, or governed by, MGE's Indenture dated as of September 1, 1998, which governs MGE's Medium-Term Notes. MGE used the net proceeds from the sale of the Notes, together with other available corporate funds, to repay and retire on April 3, 2012, its obligations under a Loan Agreement dated as of April 1, 2002 with the City of Madison, Wisconsin, under which MGE received the net proceeds from the issuance of $28 million aggregate principal amount of 5.875% Series 2002A, Industrial Development Revenue Bonds that were issued by the City of Madison for MGE's benefit. The 5.875% Series 2002A Bonds were redeemed and retired on April 3, 2012, at 100% of their principal amount plus accrued interest with the proceeds of that loan repayment. Any interest savings in 2012 will be deferred.

(d) The indenture under which MGE's Medium-Term notes are issued provides that those notes will be entitled to be equally and ratably secured in the event that MGE issues any additional first mortgage bonds.

(e) Issued by MGE pursuant to a Note Purchase Agreement. Under that Note Purchase Agreement: (i) note holders have the right to require MGE to repurchase their notes at par in the event of an acquisition of beneficial ownership of 30% or more of the outstanding voting stock of MGE Energy, (ii) MGE must maintain a ratio of its consolidated indebtedness to consolidated total capitalization not to exceed a maximum of 65%, and (iii) MGE cannot issue "Priority Debt" in an amount exceeding 20% of its consolidated assets. Priority Debt is defined as any indebtedness of MGE secured by liens other than specified liens permitted by the Note Purchase Agreement and certain unsecured indebtedness of certain subsidiaries. As of December 31, 2012, MGE is in compliance with the covenant requirements.

(f) Issued by MGE Power West Campus. The agreements require it to maintain a projected debt service coverage ratio of not less than 1.25 to 1.00, and debt to total capitalization ratio of not more than .65 to 1.00. The notes are secured by a collateral assignment of lease payments that MGE is making to MGE Power West Campus for use of its ownership interest in the West Campus Cogeneration Facility pursuant to a long-term lease. As of December 31, 2012, MGE Power West Campus is in compliance with the covenant requirements.

(g) Issued by MGE Power Elm Road pursuant to a Note Purchase Agreement. The Note Purchase Agreement requires MGE Power Elm Road to maintain a projected and actual debt service coverage ratio at the end of any calendar quarter of not less than 1.25 to 1.00 for the trailing 12-month period. The notes are secured by a collateral assignment of lease payments that MGE is making to MGE Power Elm Road for use of its ownership interest in the Elm Road Units pursuant to long-term leases. As of December 31, 2012, MGE Power Elm Road is in compliance with the covenant requirements.

Below is MGE Energy's and MGE's aggregate maturities for all long-term debt for years following the December 31, 2012, consolidated balance sheets.

*Includes $30.0 million and $20.0 million for MGE Power West Campus, and $45.1 million and $28.2 million for MGE Power Elm Road, all of which are consolidated with MGE's debt (see Footnote 2).