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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Allete Inc | NYSE:ALE | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 64.44 | 0 | 01:00:00 |
T
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the quarterly period ended
September 30, 2012
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£
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from ______________ to ______________
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Minnesota
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41-0418150
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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Large Accelerated Filer
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Accelerated Filer
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Non-Accelerated Filer
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Smaller Reporting Company
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September 30, 2012 and December 31, 2011
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Quarter and Nine Months Ended September 30, 2012 and 2011
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Quarter and Nine Months Ended September 30, 2012 and 2011
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Nine Months Ended September 30, 2012 and 2011
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Definitions (Continued)
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Abbreviation or Acronym
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Term
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MPUC
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Minnesota Public Utilities Commission
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MW / MWh
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Megawatt(s) / Megawatt-hour(s)
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NAAQS
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National Ambient Air Quality Standards
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NDPSC
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North Dakota Public Service Commission
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Non-residential
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Retail commercial, non-retail commercial, office, industrial, warehouse, storage and institutional
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NO
2
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Nitrogen Dioxide
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NO
X
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Nitrogen Oxide
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Note ___
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Note ___ to the consolidated financial statements in this Form 10-Q
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NPDES
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National Pollutant Discharge Elimination System
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Oliver Wind I
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Oliver Wind I Energy Center
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Oliver Wind II
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Oliver Wind II Energy Center
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Palm Coast Park
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Palm Coast Park development project in Florida
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Palm Coast Park District
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Palm Coast Park Community Development District
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PPA
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Power Purchase Agreement
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PPACA
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Patient Protection and Affordable Care Act of 2010
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PSCW
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Public Service Commission of Wisconsin
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Rainy River Energy
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Rainy River Energy Corporation - Wisconsin
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SEC
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Securities and Exchange Commission
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SIP
|
State Implementation Plan
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SO
2
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Sulfur Dioxide
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Square Butte
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Square Butte Electric Cooperative
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SWL&P
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Superior Water, Light and Power Company
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Taconite Harbor
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Taconite Harbor Energy Center
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Taconite Ridge
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Taconite Ridge Energy Center
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Town Center
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Town Center at Palm Coast development project in Florida
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Town Center District
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Town Center at Palm Coast Community Development District
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U.S.
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United States of America
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USS Corporation
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United States Steel Corporation
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WDNR
|
Wisconsin Department of Natural Resources
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•
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our ability to successfully implement our strategic objectives;
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•
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regulatory or legislative actions, including changes in governmental policies of the United States Congress, state legislatures, the FERC, the MPUC, the PSCW, the NDPSC, the EPA and various state, local and county regulators, and city administrators, about allowed rates of return, capital structure, financings, industry and rate structure, acquisition and disposal of assets and facilities, real estate development, operation and construction of plant facilities, recovery of purchased power, capital investments and other expenses, present or prospective wholesale and retail competition (including but not limited to transmission costs), zoning and permitting of land held for resale and environmental matters;
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•
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our ability to manage expansion and integrate acquisitions;
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•
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our industrial customers’ ability to execute potential expansion plans;
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•
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the potential impacts of climate change and future regulation to restrict the emissions of GHG on our Regulated Operations;
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•
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effects of restructuring initiatives in the electric industry;
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•
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economic and geographic factors, including political and economic risks;
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•
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changes in and compliance with laws and regulations;
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•
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weather conditions, natural disasters and pandemic diseases;
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•
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war, acts of terrorism and cyber attacks;
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•
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wholesale power market conditions;
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•
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population growth rates and demographic patterns;
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•
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effects of competition, including competition for retail and wholesale customers;
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•
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changes in the real estate market;
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•
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pricing and transportation of commodities;
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•
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changes in tax rates or policies or in rates of inflation;
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•
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project delays or changes in project costs;
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•
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availability and management
of construction materials and skilled construction labor for capital projects;
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•
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changes in operating expenses and capital expenditures;
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•
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global and domestic economic conditions affecting us or our customers;
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•
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our ability to access capital markets and bank financing;
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•
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changes in interest rates and the performance of the financial markets;
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•
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our ability to replace a mature workforce and retain qualified, skilled and experienced personnel; and
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•
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the outcome of legal and administrative proceedings (whether civil or criminal) and settlements.
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September 30,
2012 |
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December 31,
2011 |
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Assets
|
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|
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Current Assets
|
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|
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Cash and Cash Equivalents
|
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$104.3
|
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$101.1
|
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Accounts Receivable (Less Allowance of $1.1 and $0.9)
|
73.2
|
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79.7
|
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Inventories
|
76.7
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69.1
|
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Prepayments and Other
|
23.8
|
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27.1
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Total Current Assets
|
278.0
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277.0
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Property, Plant and Equipment - Net
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2,239.9
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1,982.7
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Regulatory Assets
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334.6
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345.9
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Investment in ATC
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105.5
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98.9
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Other Investments
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139.7
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132.3
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Other Non-Current Assets
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40.4
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39.2
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Total Assets
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$3,138.1
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$2,876.0
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||||
Liabilities and Equity
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Liabilities
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Current Liabilities
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Accounts Payable
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$57.4
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$71.8
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Accrued Taxes
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22.5
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26.4
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Accrued Interest
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14.2
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12.8
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Long-Term Debt Due Within One Year
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67.3
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5.4
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Notes Payable
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0.3
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1.1
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Other
|
53.1
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45.6
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Total Current Liabilities
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214.8
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163.1
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Long-Term Debt
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947.6
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857.9
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Deferred Income Taxes
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400.0
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373.6
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Regulatory Liabilities
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54.8
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43.5
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Defined Benefit Pension and Other Postretirement Benefit Plans
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254.0
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253.5
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Other Non-Current Liabilities
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109.4
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105.1
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Total Liabilities
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1,980.6
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1,796.7
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Commitments, Guarantees and Contingencies (Note 13)
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Equity
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Common Stock Without Par Value, 80.0 Shares Authorized, 38.8 and 37.5 Shares Outstanding
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759.4
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705.6
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Unearned ESOP Shares
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(22.8
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)
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(29.0
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)
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Accumulated Other Comprehensive Loss
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(26.7
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)
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(28.9
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)
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Retained Earnings
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447.6
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431.6
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Total Equity
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1,157.5
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1,079.3
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Total Liabilities and Equity
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$3,138.1
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$2,876.0
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Quarter Ended
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Nine Months Ended
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||||||||||
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September 30,
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September 30,
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||||||||||
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2012
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2011
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2012
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2011
|
||||||||
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||||||||
Operating Revenue
|
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$248.8
|
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$226.9
|
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$705.2
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$689.0
|
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||||||||
Operating Expenses
|
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||||||||
Fuel and Purchased Power
|
79.5
|
|
74.8
|
|
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228.7
|
|
229.8
|
|
||||
Operating and Maintenance
|
98.7
|
|
90.5
|
|
|
294.8
|
|
276.3
|
|
||||
Depreciation
|
25.0
|
|
22.7
|
|
|
74.4
|
|
67.1
|
|
||||
Total Operating Expenses
|
203.2
|
|
188.0
|
|
|
597.9
|
|
573.2
|
|
||||
|
|
|
|
|
|
||||||||
Operating Income
|
45.6
|
|
38.9
|
|
|
107.3
|
|
115.8
|
|
||||
|
|
|
|
|
|
||||||||
Other Income (Expense)
|
|
|
|
|
|
||||||||
Interest Expense
|
(12.3
|
)
|
(10.9
|
)
|
|
(33.4
|
)
|
(32.6
|
)
|
||||
Equity Earnings in ATC
|
4.9
|
|
4.7
|
|
|
14.3
|
|
13.7
|
|
||||
Other
|
1.5
|
|
0.5
|
|
|
3.4
|
|
2.3
|
|
||||
Total Other Expense
|
(5.9
|
)
|
(5.7
|
)
|
|
(15.7
|
)
|
(16.6
|
)
|
||||
|
|
|
|
|
|
||||||||
Income Before Non-Controlling Interest and Income Taxes
|
39.7
|
|
33.2
|
|
|
91.6
|
|
99.2
|
|
||||
Income Tax Expense
|
10.3
|
|
12.7
|
|
|
23.4
|
|
24.7
|
|
||||
Net Income
|
29.4
|
|
20.5
|
|
|
68.2
|
|
74.5
|
|
||||
Less: Non-Controlling Interest in Subsidiaries
|
—
|
|
—
|
|
|
—
|
|
(0.2
|
)
|
||||
Net Income Attributable to ALLETE
|
|
$29.4
|
|
|
$20.5
|
|
|
|
$68.2
|
|
|
$74.7
|
|
|
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|
||||||||
Average Shares of Common Stock
|
|
|
|
|
|
||||||||
Basic
|
37.7
|
|
35.6
|
|
|
37.3
|
|
35.1
|
|
||||
Diluted
|
37.8
|
|
35.7
|
|
|
37.3
|
|
35.2
|
|
||||
|
|
|
|
|
|
||||||||
Basic Earnings Per Share of Common Stock
|
|
$0.78
|
|
|
$0.57
|
|
|
|
$1.83
|
|
|
$2.13
|
|
Diluted Earnings Per Share of Common Stock
|
|
$0.78
|
|
|
$0.57
|
|
|
|
$1.83
|
|
|
$2.12
|
|
|
|
|
|
|
|
||||||||
Dividends Per Share of Common Stock
|
|
$0.46
|
|
|
$0.445
|
|
|
|
$1.38
|
|
|
$1.335
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
Comprehensive Income (Loss)
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Millions
|
|
|
|
|
|
|
|
||||||||
Net Income
|
|
$29.4
|
|
|
|
$20.5
|
|
|
|
$68.2
|
|
|
|
$74.5
|
|
Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
||||||||
Unrealized Gain (Loss) on Securities
|
|
|
|
|
|
|
|
||||||||
Net of Income Taxes of $0.5, $(1.1), $0.7 and $(0.3)
|
0.5
|
|
|
(1.4
|
)
|
|
1.0
|
|
|
(0.3
|
)
|
||||
Unrealized Loss on Derivatives
|
|
|
|
|
|
|
|
|
|
||||||
Net of Income Taxes of $(0.1), $(0.2), $(0.2) and $(0.2)
|
—
|
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|
(0.3
|
)
|
||||
Defined Benefit Pension and Other Postretirement Benefit Plans
|
|
|
|
|
|
|
|
||||||||
Net of Income Taxes of $0.2, $0.3, $0.9 and $0.8
|
0.4
|
|
|
0.3
|
|
|
1.4
|
|
|
1.1
|
|
||||
Total Other Comprehensive Income (Loss)
|
0.9
|
|
|
(1.4
|
)
|
|
2.2
|
|
|
0.5
|
|
||||
Total Comprehensive Income
|
|
$30.3
|
|
|
|
$19.1
|
|
|
|
$70.4
|
|
|
|
$75.0
|
|
Less: Non-Controlling Interest in Subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||
Comprehensive Income Attributable to ALLETE
|
|
$30.3
|
|
|
|
$19.1
|
|
|
|
$70.4
|
|
|
|
$75.2
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2012
|
|
2011
|
||||
|
|
|
|
||||
Operating Activities
|
|
|
|
||||
Net Income
|
|
$68.2
|
|
|
|
$74.5
|
|
Allowance for Funds Used During Construction
|
(3.4
|
)
|
|
(1.7
|
)
|
||
Income from Equity Investments, Net of Dividends
|
(2.7
|
)
|
|
(1.9
|
)
|
||
Gain on Sale of Assets
|
—
|
|
|
(0.9
|
)
|
||
Depreciation Expense
|
74.4
|
|
|
67.1
|
|
||
Amortization of Debt Issuance Costs
|
0.7
|
|
|
0.7
|
|
||
Deferred Income Tax Expense
|
23.4
|
|
|
24.6
|
|
||
Share-Based Compensation Expense
|
1.7
|
|
|
1.7
|
|
||
ESOP Compensation Expense
|
5.5
|
|
|
5.3
|
|
||
Defined Benefit Pension and Postretirement Benefit Expense
|
20.6
|
|
|
18.5
|
|
||
Bad Debt Expense
|
0.9
|
|
|
1.0
|
|
||
Changes in Operating Assets and Liabilities
|
|
|
|
||||
Accounts Receivable
|
5.6
|
|
|
22.8
|
|
||
Inventories
|
(7.6
|
)
|
|
(9.1
|
)
|
||
Prepayments and Other
|
3.3
|
|
|
5.8
|
|
||
Accounts Payable
|
(1.3
|
)
|
|
(16.5
|
)
|
||
Other Current Liabilities
|
7.4
|
|
|
(4.4
|
)
|
||
Cash Contributions to Defined Benefit Pension and Other Postretirement Benefit Plans
|
—
|
|
|
(17.5
|
)
|
||
Changes in Regulatory and Other Non-Current Assets
|
(5.0
|
)
|
|
0.6
|
|
||
Changes in Regulatory and Other Non-Current Liabilities
|
3.8
|
|
|
14.5
|
|
||
Cash from Operating Activities
|
195.5
|
|
|
185.1
|
|
||
|
|
|
|
||||
Investing Activities
|
|
|
|
||||
Proceeds from Sale of Available-for-sale Securities
|
1.2
|
|
|
7.4
|
|
||
Payments for Purchase of Available-for-sale Securities
|
(1.5
|
)
|
|
(1.6
|
)
|
||
Investment in ATC
|
(3.9
|
)
|
|
(2.0
|
)
|
||
Changes to Other Investments
|
(5.5
|
)
|
|
(4.1
|
)
|
||
Additions to Property, Plant and Equipment
|
(331.9
|
)
|
|
(156.8
|
)
|
||
Proceeds from Sale of Assets
|
—
|
|
|
2.2
|
|
||
Cash for Investing Activities
|
(341.6
|
)
|
|
(154.9
|
)
|
||
|
|
|
|
||||
Financing Activities
|
|
|
|
||||
Proceeds from Issuance of Common Stock
|
52.1
|
|
|
30.1
|
|
||
Proceeds from Issuance of Long-Term Debt
|
175.6
|
|
|
75.0
|
|
||
Proceeds (Payments) from (for) Notes Payable
|
(0.8
|
)
|
|
4.6
|
|
||
Payments for Long-Term Debt
|
(24.1
|
)
|
|
(2.8
|
)
|
||
Debt Issuance Costs
|
(1.3
|
)
|
|
—
|
|
||
Dividends on Common Stock
|
(52.2
|
)
|
|
(46.9
|
)
|
||
Cash from Financing Activities
|
149.3
|
|
|
60.0
|
|
||
|
|
|
|
||||
Change in Cash and Cash Equivalents
|
3.2
|
|
|
90.2
|
|
||
Cash and Cash Equivalents at Beginning of Period
|
101.1
|
|
|
44.9
|
|
||
|
|
|
|
||||
Cash and Cash Equivalents at End of Period
|
|
$104.3
|
|
|
|
$135.1
|
|
Inventories
|
September 30,
2012 |
|
|
December 31,
2011 |
|
||
Millions
|
|
|
|
||||
Fuel
|
|
$31.3
|
|
|
|
$28.6
|
|
Materials and Supplies
|
45.4
|
|
|
40.5
|
|
||
Total Inventories
|
|
$76.7
|
|
|
|
$69.1
|
|
Prepayments and Other Current Assets
|
September 30,
2012 |
|
|
December 31,
2011 |
|
||
Millions
|
|
|
|
||||
Deferred Fuel Adjustment Clause
|
|
$18.2
|
|
|
|
$17.5
|
|
Other
|
5.6
|
|
|
9.6
|
|
||
Total Prepayments and Other Current Assets
|
|
$23.8
|
|
|
|
$27.1
|
|
Other Current Liabilities
|
September 30,
2012 |
|
|
December 31,
2011 |
|
||
Millions
|
|
|
|
||||
Customer Deposits
|
|
$28.8
|
|
|
|
$16.3
|
|
Other
|
24.3
|
|
|
29.3
|
|
||
Total Other Current Liabilities
|
|
$53.1
|
|
|
|
$45.6
|
|
Other Non-Current Liabilities
|
September 30,
2012 |
|
|
December 31,
2011 |
|
||
Millions
|
|
|
|
||||
Asset Retirement Obligation
|
|
$61.7
|
|
|
|
$57.0
|
|
Other
|
47.7
|
|
|
48.1
|
|
||
Total Other Non-Current Liabilities
|
|
$109.4
|
|
|
|
$105.1
|
|
For the Nine Months Ended September 30,
|
2012
|
|
|
2011
|
|
||
Millions
|
|
|
|
||||
Cash Paid During the Period for Interest – Net of Amounts Capitalized
|
|
$32.3
|
|
|
|
$32.4
|
|
Cash Paid (Received) During the Period for Income Taxes
|
|
$0.2
|
|
|
$(11.1)
|
||
Noncash Investing and Financing Activities
|
|
|
|
||||
Decrease in Accounts Payable for Capital Additions to Property, Plant and Equipment
|
$(13.1)
|
|
$(14.8)
|
||||
AFUDC – Equity
|
|
$3.4
|
|
|
|
$1.7
|
|
|
Consolidated
|
|
Regulated Operations
|
|
Investments and Other
|
||||||
Millions
|
|
|
|
|
|
||||||
For the Quarter Ended September 30, 2012
|
|
|
|
|
|
||||||
Operating Revenue
|
|
$248.8
|
|
|
|
$226.4
|
|
|
|
$22.4
|
|
Fuel and Purchased Power Expense
|
79.5
|
|
|
79.5
|
|
|
—
|
|
|||
Operating and Maintenance Expense
|
98.7
|
|
|
76.4
|
|
|
22.3
|
|
|||
Depreciation Expense
|
25.0
|
|
|
23.5
|
|
|
1.5
|
|
|||
Operating Income (Loss)
|
45.6
|
|
|
47.0
|
|
|
(1.4
|
)
|
|||
Interest Expense
|
(12.3
|
)
|
|
(10.2
|
)
|
|
(2.1
|
)
|
|||
Equity Earnings in ATC
|
4.9
|
|
|
4.9
|
|
|
—
|
|
|||
Other Income
|
1.5
|
|
|
1.5
|
|
|
—
|
|
|||
Income (Loss) Before Non-Controlling Interest and Income Taxes
|
39.7
|
|
|
43.2
|
|
|
(3.5
|
)
|
|||
Income Tax Expense (Benefit)
|
10.3
|
|
|
13.9
|
|
|
(3.6
|
)
|
|||
Net Income
|
29.4
|
|
|
29.3
|
|
|
0.1
|
|
|||
Less: Non-Controlling Interest in Subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net Income Attributable to ALLETE
|
|
$29.4
|
|
|
|
$29.3
|
|
|
|
$0.1
|
|
|
Consolidated
|
|
Regulated Operations
|
|
Investments and Other
|
||||||
Millions
|
|
|
|
|
|
||||||
For the Quarter Ended September 30, 2011
|
|
|
|
|
|
||||||
Operating Revenue
|
|
$226.9
|
|
|
|
$207.4
|
|
|
|
$19.5
|
|
Fuel and Purchased Power Expense
|
74.8
|
|
|
74.8
|
|
|
—
|
|
|||
Operating and Maintenance Expense
|
90.5
|
|
|
70.4
|
|
|
20.1
|
|
|||
Depreciation Expense
|
22.7
|
|
|
21.4
|
|
|
1.3
|
|
|||
Operating Income (Loss)
|
38.9
|
|
|
40.8
|
|
|
(1.9
|
)
|
|||
Interest Expense
|
(10.9
|
)
|
|
(9.2
|
)
|
|
(1.7
|
)
|
|||
Equity Earnings in ATC
|
4.7
|
|
|
4.7
|
|
|
—
|
|
|||
Other Income (Expense)
|
0.5
|
|
|
0.6
|
|
|
(0.1
|
)
|
|||
Income (Loss) Before Non-Controlling Interest and Income Taxes
|
33.2
|
|
|
36.9
|
|
|
(3.7
|
)
|
|||
Income Tax Expense (Benefit)
|
12.7
|
|
|
13.1
|
|
|
(0.4
|
)
|
|||
Net Income (Loss)
|
20.5
|
|
|
23.8
|
|
|
(3.3
|
)
|
|||
Less: Non-Controlling Interest in Subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net Income (Loss) Attributable to ALLETE
|
|
$20.5
|
|
|
|
$23.8
|
|
|
$(3.3)
|
|
Consolidated
|
|
Regulated Operations
|
|
Investments and Other
|
||||||
Millions
|
|
|
|
|
|
||||||
For the Nine Months Ended September 30, 2012
|
|
|
|
|
|
||||||
Operating Revenue
|
|
$705.2
|
|
|
|
$642.0
|
|
|
|
$63.2
|
|
Fuel and Purchased Power Expense
|
228.7
|
|
|
228.7
|
|
|
—
|
|
|||
Operating and Maintenance Expense
|
294.8
|
|
|
230.6
|
|
|
64.2
|
|
|||
Depreciation Expense
|
74.4
|
|
|
70.1
|
|
|
4.3
|
|
|||
Operating Income (Loss)
|
107.3
|
|
|
112.6
|
|
|
(5.3
|
)
|
|||
Interest Expense
|
(33.4
|
)
|
|
(29.7
|
)
|
|
(3.7
|
)
|
|||
Equity Earnings in ATC
|
14.3
|
|
|
14.3
|
|
|
—
|
|
|||
Other Income (Expense)
|
3.4
|
|
|
3.5
|
|
|
(0.1
|
)
|
|||
Income (Loss) Before Non-Controlling Interest and Income Taxes
|
91.6
|
|
|
100.7
|
|
|
(9.1
|
)
|
|||
Income Tax Expense (Benefit)
|
23.4
|
|
|
32.6
|
|
|
(9.2
|
)
|
|||
Net Income
|
68.2
|
|
|
68.1
|
|
|
0.1
|
|
|||
Less: Non-Controlling Interest in Subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net Income Attributable to ALLETE
|
|
$68.2
|
|
|
|
$68.1
|
|
|
|
$0.1
|
|
|
|
|
|
|
|
||||||
As of September 30, 2012
|
|
|
|
|
|
||||||
Total Assets
|
|
$3,138.1
|
|
|
|
$2,830.9
|
|
|
|
$307.2
|
|
Property, Plant and Equipment – Net
|
|
$2,239.9
|
|
|
|
$2,180.8
|
|
|
|
$59.1
|
|
Accumulated Depreciation
|
|
$1,146.7
|
|
|
|
$1,091.5
|
|
|
|
$55.2
|
|
Capital Additions
|
|
$318.3
|
|
|
|
$312.6
|
|
|
|
$5.7
|
|
|
Consolidated
|
|
Regulated Operations
|
|
Investments and Other
|
||||||
Millions
|
|
|
|
|
|
||||||
For the Nine Months Ended September 30, 2011
|
|
|
|
|
|
||||||
Operating Revenue
|
|
$689.0
|
|
|
|
$632.2
|
|
|
|
$56.8
|
|
Fuel and Purchased Power Expense
|
229.8
|
|
|
229.8
|
|
|
—
|
|
|||
Operating and Maintenance Expense
|
276.3
|
|
|
218.8
|
|
|
57.5
|
|
|||
Depreciation Expense
|
67.1
|
|
|
63.5
|
|
|
3.6
|
|
|||
Operating Income (Loss)
|
115.8
|
|
|
120.1
|
|
|
(4.3
|
)
|
|||
Interest Expense
|
(32.6
|
)
|
|
(26.9
|
)
|
|
(5.7
|
)
|
|||
Equity Earnings in ATC
|
13.7
|
|
|
13.7
|
|
|
—
|
|
|||
Other Income
|
2.3
|
|
|
1.8
|
|
|
0.5
|
|
|||
Income (Loss) Before Non-Controlling Interest and Income Taxes
|
99.2
|
|
|
108.7
|
|
|
(9.5
|
)
|
|||
Income Tax Expense (Benefit)
|
24.7
|
|
|
28.2
|
|
|
(3.5
|
)
|
|||
Net Income (Loss)
|
74.5
|
|
|
80.5
|
|
|
(6.0
|
)
|
|||
Less: Non-Controlling Interest in Subsidiaries
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||
Net Income (Loss) Attributable to ALLETE
|
|
$74.7
|
|
|
|
$80.5
|
|
|
$(5.8)
|
||
|
|
|
|
|
|
||||||
As of September 30, 2011
|
|
|
|
|
|
|
|
|
|||
Total Assets
|
|
$2,754.4
|
|
|
|
$2,436.0
|
|
|
|
$318.4
|
|
Property, Plant and Equipment – Net
|
|
$1,902.1
|
|
|
|
$1,847.1
|
|
|
|
$55.0
|
|
Accumulated Depreciation
|
|
$1,079.0
|
|
|
|
$1,028.6
|
|
|
|
$50.4
|
|
Capital Additions
|
|
$143.5
|
|
|
|
$128.4
|
|
|
|
$15.1
|
|
Investments
|
September 30,
2012 |
|
|
December 31,
2011 |
|
||
Millions
|
|
|
|
||||
ALLETE Properties
|
|
$91.1
|
|
|
|
$91.3
|
|
Available-for-sale Securities
|
27.9
|
|
|
24.7
|
|
||
Other
|
20.7
|
|
|
16.3
|
|
||
Total Investments
|
|
$139.7
|
|
|
|
$132.3
|
|
ALLETE Properties
|
September 30,
2012 |
|
|
December 31,
2011 |
|
||
Millions
|
|
|
|
||||
Land Inventory Beginning Balance (January 1, 2012 and 2011, respectively)
|
|
$86.0
|
|
|
|
$86.0
|
|
Deeds to Collateralized Property
|
0.5
|
|
|
1.8
|
|
||
Land Impairment
|
—
|
|
|
(1.7
|
)
|
||
Capitalized Improvements and Other
|
0.1
|
|
|
0.2
|
|
||
Cost of Real Estate Sold
|
(0.2
|
)
|
|
(0.3
|
)
|
||
Land Inventory Ending Balance
|
86.4
|
|
|
86.0
|
|
||
Long-Term Finance Receivables (net of allowances of $0.6 and $0.6)
|
1.4
|
|
|
2.0
|
|
||
Other
|
3.3
|
|
|
3.3
|
|
||
Total Real Estate Assets
|
|
$91.1
|
|
|
|
$91.3
|
|
|
Fair Value as of September 30, 2012
|
|||||||||||||
Recurring Fair Value Measures
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||
Millions
|
|
|
|
|
|
|
|
|||||||
Assets:
|
|
|
|
|
|
|
|
|||||||
Investments
|
|
|
|
|
|
|
|
|||||||
Available-for-sale – Equity Securities
|
|
$19.1
|
|
|
—
|
|
|
—
|
|
|
|
$19.1
|
|
|
Available-for-sale – Corporate Debt Securities
|
—
|
|
|
|
$8.8
|
|
|
—
|
|
|
8.8
|
|
||
Cash Equivalents
|
16.6
|
|
|
—
|
|
|
—
|
|
|
16.6
|
|
|||
Total Fair Value of Assets
|
|
$35.7
|
|
|
|
$8.8
|
|
|
—
|
|
|
|
$44.5
|
|
|
|
|
|
|
|
|
|
|||||||
Liabilities:
|
|
|
|
|
|
|
|
|||||||
Deferred Compensation
|
—
|
|
|
|
$14.8
|
|
|
—
|
|
|
|
$14.8
|
|
|
Derivatives – Interest Rate Swap
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
|||
Total Fair Value of Liabilities
|
—
|
|
|
|
$15.6
|
|
|
—
|
|
|
|
$15.6
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Net Fair Value of Assets (Liabilities)
|
|
$35.7
|
|
|
$(6.8)
|
|
—
|
|
|
|
$28.9
|
|
|
Fair Value as of December 31, 2011
|
|||||||||||||
Recurring Fair Value Measures
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||
Millions
|
|
|
|
|
|
|
|
|||||||
Assets:
|
|
|
|
|
|
|
|
|||||||
Investments
|
|
|
|
|
|
|
|
|||||||
Available-for-sale – Equity Securities
|
|
$17.6
|
|
|
—
|
|
|
—
|
|
|
|
$17.6
|
|
|
Available-for-sale – Corporate Debt Securities
|
—
|
|
|
|
$8.2
|
|
|
—
|
|
|
8.2
|
|
||
Cash Equivalents
|
11.4
|
|
|
—
|
|
|
—
|
|
|
11.4
|
|
|||
Total Fair Value of Assets
|
|
$29.0
|
|
|
|
$8.2
|
|
|
—
|
|
|
|
$37.2
|
|
|
|
|
|
|
|
|
|
|||||||
Liabilities:
|
|
|
|
|
|
|
|
|||||||
Deferred Compensation
|
—
|
|
|
|
$12.8
|
|
|
—
|
|
|
|
$12.8
|
|
|
Derivatives – Interest Rate Swap
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|||
Total Fair Value of Liabilities
|
—
|
|
|
|
$13.2
|
|
|
—
|
|
|
|
$13.2
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Net Fair Value of Assets (Liabilities)
|
|
$29.0
|
|
|
$(5.0)
|
|
—
|
|
|
|
$24.0
|
|
Recurring Fair Value Measures
Activity in Level 3
|
|
Debt Securities
Issued by States
of the United
States (ARS)
|
|||||
Millions
|
|
|
|
|
|||
Balance as of December 31, 2011 and 2010, respectively
|
|
—
|
|
|
|
$6.7
|
|
Redeemed During the Period
(a)
|
|
—
|
|
|
(6.7
|
)
|
|
Balance as of September 30, 2012 and 2011, respectively
|
|
—
|
|
|
—
|
|
(a)
|
The remaining ARS were redeemed at carrying value on January 5, 2011.
|
Financial Instruments
|
Carrying Amount
|
|
Fair Value
|
Millions
|
|
|
|
Long-Term Debt, Including Current Portion
|
|
|
|
September 30, 2012
|
$1,014.9
|
|
$1,144.9
|
December 31, 2011
|
$863.3
|
|
$966.4
|
Regulatory Assets and Liabilities
|
September 30,
2012 |
|
|
December 31,
2011 |
|
||
Millions
|
|
|
|
||||
Current Regulatory Assets
(a)
|
|
|
|
||||
Deferred Fuel
|
|
$18.2
|
|
|
|
$17.5
|
|
Total Current Regulatory Assets
|
18.2
|
|
|
17.5
|
|
||
Non-Current Regulatory Assets
|
|
|
|
||||
Future Benefit Obligations Under
|
|
|
|
||||
Defined Benefit Pension and Other Postretirement Benefit Plans
|
276.6
|
|
|
292.8
|
|
||
Income Taxes
|
28.2
|
|
|
28.6
|
|
||
Asset Retirement Obligation
|
11.5
|
|
|
9.8
|
|
||
Cost Recovery Riders
(b)
|
11.4
|
|
|
0.7
|
|
||
PPACA Income Tax Deferral
|
5.0
|
|
|
5.0
|
|
||
Other
(c)
|
1.9
|
|
|
9.0
|
|
||
Total Non-Current Regulatory Assets
|
334.6
|
|
|
345.9
|
|
||
|
|
|
|
||||
Total Regulatory Assets
|
|
$352.8
|
|
|
|
$363.4
|
|
|
|
|
|
||||
Non-Current Regulatory Liabilities
|
|
|
|
||||
Income Taxes
|
|
$19.8
|
|
|
|
$21.9
|
|
Plant Removal Obligations
|
17.5
|
|
|
15.0
|
|
||
Wholesale and Retail Contra AFUDC
|
11.1
|
|
|
1.5
|
|
||
Other
|
6.4
|
|
|
5.1
|
|
||
Total Non-Current Regulatory Liabilities
|
|
$54.8
|
|
|
|
$43.5
|
|
(a)
|
Current regulatory assets are included in prepayments and other on the Consolidated Balance Sheet.
|
(b)
|
The increase in cost recovery rider regulatory assets is primarily due to higher capital expenditures related to our Bison projects.
|
(c)
|
The decrease in Other is primarily due to the Conservation Improvement Program incentive recorded in 2011 and collected in 2012.
|
ALLETE’s Investment in ATC
|
|
||
Millions
|
|
||
Equity Investment Balance as of December 31, 2011
|
|
$98.9
|
|
Cash Investments
|
3.9
|
|
|
Equity in ATC Earnings
|
14.3
|
|
|
Distributed ATC Earnings
|
(11.6
|
)
|
|
Equity Investment Balance as of September 30, 2012
|
|
$105.5
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||
ATC Summarized Financial Data
|
September 30,
|
|
September 30,
|
||||||||||
Income Statement Data
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||
Millions
|
|
|
|
|
|
|
|
||||||
Revenue
|
$150.3
|
|
$142.8
|
|
|
$450.1
|
|
|
|
$420.6
|
|
||
Operating Expense
|
68.8
|
|
66.4
|
|
210.1
|
|
|
192.5
|
|
||||
Other Expense
|
21.0
|
|
19.7
|
|
62.1
|
|
|
61.6
|
|
||||
Net Income
|
|
$60.5
|
|
|
$56.7
|
|
|
$177.9
|
|
|
|
$166.5
|
|
|
|
|
|
|
|
|
|
||||||
ALLETE’s Equity in Net Income
|
$4.9
|
|
$4.7
|
|
|
$14.3
|
|
|
|
$13.7
|
|
Issue Date
|
Maturity Date
|
Principal Amount
|
Interest Rate
|
July 2, 2012
|
July 15, 2026
|
$75 Million
|
3.20%
|
July 2, 2012
|
July 15, 2042
|
$85 Million
|
4.08%
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Millions
|
|
|
|
|
|
|
|
|
||||||||
AFUDC – Equity
|
|
|
$1.5
|
|
|
|
$0.6
|
|
|
|
$3.4
|
|
|
|
$1.7
|
|
Investment and Other Income (Expense)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
0.6
|
|
||||
Total Other Income
|
|
|
$1.5
|
|
|
|
$0.5
|
|
|
|
$3.4
|
|
|
|
$2.3
|
|
|
|
Quarter Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Millions
|
|
|
|
|
|
|
|
|
||||||||
Current Tax Expense
|
|
|
|
|
|
|
|
|
||||||||
Federal
(a)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
State
(a)
|
|
—
|
|
|
$(0.1)
|
|
—
|
|
|
|
$0.1
|
|
||||
Total Current Tax Expense (Benefit)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
0.1
|
|
||||
Deferred Tax Expense (Benefit)
|
|
|
|
|
|
|
|
|
||||||||
Federal
(b)
|
|
|
$10.5
|
|
|
8.5
|
|
|
|
$24.2
|
|
|
19.3
|
|
||
State
(b)
|
|
(0.7
|
)
|
|
4.5
|
|
|
(1.9
|
)
|
|
6.0
|
|
||||
Change in Valuation Allowance
(c)
|
|
0.7
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
||||
Investment Tax Credit Amortization
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.6
|
)
|
|
(0.7
|
)
|
||||
Total Deferred Tax Expense
|
|
10.3
|
|
|
12.8
|
|
|
23.4
|
|
|
24.6
|
|
||||
Total Income Tax Expense
|
|
|
$10.3
|
|
|
|
$12.7
|
|
|
|
$23.4
|
|
|
|
$24.7
|
|
(a)
|
For the quarter and
nine
months ended
September 30, 2012
, the federal and state current tax expense of
zero
and
zero
, respectively, (
$(0.1) million
and
$0.1 million
for the quarter and
nine
months ended
September 30, 2011
) is due to a net operating loss (NOL) which resulted primarily from the bonus depreciation provision of the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010. The 2012 and 2011 federal and state NOLs will be carried forward to offset future taxable income.
|
(b)
|
For the quarter and
nine
months ended
September 30, 2012
, the state deferred tax benefit of
$0.7 million
and
$1.9 million
, respectively, is due to state renewable tax credits earned which will be carried forward to offset future state tax expense. The
nine
months ended
September 30, 2011
, included a second quarter income tax benefit of
$2.9 million
related to the MPUC approval of our request to defer the retail portion of the tax charge taken in 2010 resulting from the PPACA, and a first quarter benefit for the reversal of a
$6.2 million
deferred tax liability related to a revenue receivable that Minnesota Power agreed to forgo as part of a stipulation and settlement agreement in its 2010 rate case.
|
(c)
|
For the quarter and
nine
months ended
September 30, 2012
, the valuation allowance is due to state renewable tax credits earned in 2012 which are not expected to be utilized within their allowable tax carryforward period.
|
|
|
|
2012
|
|
|
|
|
|
2011
|
|
|
||||||||||
Reconciliation of Basic and Diluted
|
|
|
Dilutive
|
|
|
|
|
|
Dilutive
|
|
|
||||||||||
Earnings Per Share
|
Basic
|
|
Securities
|
|
Diluted
|
|
Basic
|
|
Securities
|
|
Diluted
|
||||||||||
Millions Except Per Share Amounts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
For the Quarter Ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income Attributable to ALLETE
|
|
$29.4
|
|
|
|
|
|
$29.4
|
|
|
|
$20.5
|
|
|
|
|
|
$20.5
|
|
||
Average Common Shares
|
37.7
|
|
|
0.1
|
|
|
37.8
|
|
|
35.6
|
|
|
0.1
|
|
|
35.7
|
|
||||
Earnings Per Share
|
|
$0.78
|
|
|
|
|
|
$0.78
|
|
|
|
$0.57
|
|
|
|
|
|
$0.57
|
|
||
For the Nine Months Ended September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net Income Attributable to ALLETE
|
|
$68.2
|
|
|
|
|
|
$68.2
|
|
|
|
$74.7
|
|
|
|
|
|
$74.7
|
|
||
Average Common Shares
|
37.3
|
|
|
—
|
|
|
37.3
|
|
|
35.1
|
|
|
0.1
|
|
|
35.2
|
|
||||
Earnings Per Share
|
|
$1.83
|
|
|
|
|
|
$1.83
|
|
|
|
$2.13
|
|
|
|
|
|
$2.12
|
|
|
Pension
|
|
Other
Postretirement
|
||||||||||||
Components of Net Periodic Benefit Expense
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
Millions
|
|
|
|
|
|
|
|
||||||||
For the Quarter Ended September 30,
|
|
|
|
|
|
|
|
||||||||
Service Cost
|
|
$2.3
|
|
|
|
$1.9
|
|
|
|
$1.0
|
|
|
|
$1.0
|
|
Interest Cost
|
6.6
|
|
|
6.8
|
|
|
2.4
|
|
|
2.7
|
|
||||
Expected Return on Plan Assets
|
(8.9
|
)
|
|
(8.7
|
)
|
|
(2.5
|
)
|
|
(2.4
|
)
|
||||
Amortization of Prior Service Costs
|
—
|
|
|
0.1
|
|
|
(0.4
|
)
|
|
(0.4
|
)
|
||||
Amortization of Net Loss
|
4.4
|
|
|
3.1
|
|
|
1.9
|
|
|
2.1
|
|
||||
Net Periodic Benefit Expense
|
|
$4.4
|
|
|
|
$3.2
|
|
|
|
$2.4
|
|
|
|
$3.0
|
|
|
|
|
|
|
|
|
|
||||||||
For the Nine Months Ended September 30,
|
|
|
|
|
|
|
|
||||||||
Service Cost
|
|
$6.9
|
|
|
|
$5.7
|
|
|
|
$3.1
|
|
|
|
$2.9
|
|
Interest Cost
|
19.8
|
|
|
20.5
|
|
|
7.1
|
|
|
8.1
|
|
||||
Expected Return on Plan Assets
|
(26.6
|
)
|
|
(26.0
|
)
|
|
(7.5
|
)
|
|
(7.3
|
)
|
||||
Amortization of Prior Service Costs
|
0.2
|
|
|
0.3
|
|
|
(1.3
|
)
|
|
(1.3
|
)
|
||||
Amortization of Net Loss
|
13.1
|
|
|
9.1
|
|
|
5.7
|
|
|
6.4
|
|
||||
Amortization of Transition Obligation
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||
Net Periodic Benefit Expense
|
|
$13.4
|
|
|
|
$9.6
|
|
|
|
$7.2
|
|
|
|
$8.9
|
|
•
|
Expand our renewable energy supply;
|
•
|
Improve the efficiency of our coal-based generation facilities, as well as other process efficiencies;
|
•
|
Provide energy conservation initiatives for our customers and engage in other demand side efforts; and
|
•
|
Support research of technologies to reduce carbon emissions from generation facilities and support carbon sequestration efforts.
|
ALLETE Properties
|
2012
|
|
2011
|
|||||||||
Revenue and Sales Activity
|
Acres
(a)
|
|
Amount
|
|
Acres
(a)
|
|
Amount
|
|||||
Dollars in Millions
|
|
|
|
|
|
|
|
|||||
Revenue from Land Sales
|
—
|
|
|
—
|
|
|
3
|
|
|
|
$0.4
|
|
Other Revenue
(b)
|
|
|
$1.6
|
|
|
|
0.9
|
|
||||
Total ALLETE Properties Revenue
|
|
|
$1.6
|
|
|
|
|
$1.3
|
|
(b)
|
For the nine months ended September 30, 2012, Other Revenue includes wetland mitigation bank credit sales of $1.1 million. For the nine months ended September 30, 2011, Other Revenue includes a $0.4 million forfeited deposit due to the transfer of property back to ALLETE Properties by deed-in-lieu of foreclosure, in satisfaction of amounts previously owed under long-term financing receivables.
|
Summary of Development Projects (100% Owned)
|
|
|
|
Residential
|
|
Non-residential
|
|||
Land Available-for-Sale
|
|
Acres
(a)
|
|
Units
(b)
|
|
Sq. Ft.
(b, c)
|
|||
Current Development Projects
|
|
|
|
|
|
|
|||
Town Center
|
|
965
|
|
|
2,485
|
|
|
2,246,200
|
|
Palm Coast Park
|
|
3,888
|
|
|
3,554
|
|
|
3,096,800
|
|
Total Current Development Projects
|
|
4,853
|
|
|
6,039
|
|
|
5,343,000
|
|
|
|
|
|
|
|
|
|||
Planned Development Project
|
|
|
|
|
|
|
|||
Ormond Crossings
|
|
2,914
|
|
|
2,950
|
|
|
3,215,000
|
|
Other
|
|
|
|
|
|
|
|||
Lake Swamp Wetland Mitigation Project
|
|
3,044
|
|
|
(d)
|
|
|
(d)
|
|
Total of Development Projects
|
|
10,811
|
|
|
8,989
|
|
|
8,558,000
|
|
(a)
|
Acreage amounts are approximate and shown on a gross basis, including wetlands.
|
(b)
|
Units and square footage are estimated. Density at build out may differ from these estimates.
|
(c)
|
Depending on the project, non-residential includes retail commercial, non-retail commercial, office, industrial, warehouse, storage and institutional.
|
(d)
|
The Lake Swamp wetland mitigation bank is a permitted, regionally significant wetlands mitigation bank. Wetland mitigation bank credits will be used at Ormond Crossings and are available-for-sale to developers of other projects that are located in the bank’s service area.
|
|
September 30,
2012 |
|
|
%
|
|
December 31,
2011 |
|
|
%
|
||
Millions
|
|
|
|
|
|
|
|
||||
ALLETE Equity
|
|
$1,157.5
|
|
|
53
|
|
|
$1,079.3
|
|
|
56
|
Long-Term Debt (Including Current Maturities)
|
1,014.9
|
|
|
47
|
|
863.3
|
|
|
44
|
||
Short-Term Debt
|
0.3
|
|
|
—
|
|
1.1
|
|
|
—
|
||
|
|
$2,172.7
|
|
|
100
|
|
|
$1,943.7
|
|
|
100
|
For the Nine Months Ended September 30,
|
2012
|
|
|
2011
|
|
||
Millions
|
|
|
|
||||
Cash and Cash Equivalents at Beginning of Period
|
|
$101.1
|
|
|
|
$44.9
|
|
Cash Flows from (used for)
|
|
|
|
||||
Operating Activities
|
195.5
|
|
|
185.1
|
|
||
Investing Activities
|
(341.6
|
)
|
|
(154.9
|
)
|
||
Financing Activities
|
149.3
|
|
|
60.0
|
|
||
Change in Cash and Cash Equivalents
|
3.2
|
|
|
90.2
|
|
||
Cash and Cash Equivalents at End of Period
|
|
$104.3
|
|
|
|
$135.1
|
|
Exhibit
Number
|
|
|
|
4
|
|
|
Thirty-third Supplemental Indenture, dated as of July 1, 2012, between the Company and The Bank of New York Mellon, as corporate trustee, and Ming Ryan, as co-trustee (filed as Exhibit 4 to the July 2, 2012, Form 8-K, File No. 1-3548).
|
31(a)
|
|
|
Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31(b)
|
|
|
Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32
|
|
|
Section 1350 Certification of Periodic Report by the Chief Executive Officer and the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
95
|
|
|
Mine Safety
|
99
|
|
|
ALLETE News Release dated October 31, 2012, announcing 2012 third quarter earnings.
(This exhibit has been furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.)
|
101.INS
|
|
|
XBRL Instance
|
101.SCH
|
|
|
XBRL Schema
|
101.CAL
|
|
|
XBRL Calculation
|
101.DEF
|
|
|
XBRL Definition
|
101.LAB
|
|
|
XBRL Label
|
101.PRE
|
|
|
XBRL Presentation
|
|
|
ALLETE, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31, 2012
|
|
/s/ Mark A. Schober
|
|
|
Mark A. Schober
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31, 2012
|
|
/s/ Steven Q. DeVinck
|
|
|
Steven Q. DeVinck
|
|
|
Controller and Vice President – Business Support
|
1 Year Allete Chart |
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