COMMON STOCK AND EARNINGS PER SHARE



Summary of Common Stock	Shares	Equity
	Thousands	Millions
Balance as of December 31, 2010	35,817		$636.1
Employee Stock Purchase Program	20	0.8
Invest Direct	437	17.2
Options and Stock Awards	109	6.7
Equity Issuance Program	400	16.0
Purchase of Non-Controlling Interest	222	8.8
Contributions to Pension	508	20.0
Balance as of December 31, 2011	37,513		$705.6
Employee Stock Purchase Program	20	0.8
Invest Direct	474	19.2
Options and Stock Awards	95	6.0
Equity Issuance Program	1,275	53.1
Balance as of December 31, 2012	39,377		$784.7
Employee Stock Purchase Program	16	0.7
Invest Direct	395	18.5
Options and Stock Awards	301	17.9
Equity Issuance Program	1,312	63.4
Balance as of December 31, 2013	41,401		$885.2

Equity Issuance Program. We entered into a distribution agreement with Lampert Capital Markets, Inc. (successor to KCCI, Ltd.), in February 2008, as amended most recently in February 2014, with respect to the issuance and sale of up to an aggregate of 9.6 million shares of our common stock, without par value, of which 3.1 million shares remain available for issuance. For the year ended December 31, 2013, 1.3 million shares of common stock were issued under this agreement resulting in net proceeds of $63.4 million (1.3 million shares for net proceeds of $53.1 million for the year ended December 31, 2012). The shares sold in 2011, 2012 and through August 1, 2013, were offered and sold pursuant to Registration Statement No. 333-170289. On August 2, 2013, we filed Registration Statement No. 333-190335, pursuant to which the remaining shares will continue to be offered for sale, from time to time.

Earnings Per Share. The difference between basic and diluted earnings per share, if any, arises from outstanding stock options, non-vested restricted stock units, and performance share awards granted under our Executive Long-Term Incentive Compensation Plans. In 2013, in accordance with accounting standards for earnings per share, no options to purchase shares of common stock were excluded from the computation of diluted earnings per share because the option exercise prices were greater than the average market prices. In 2012 and 2011, 0.2 million shares and 0.3 million shares were excluded because the option exercise prices were greater than the average market prices; therefore, their effect would have been anti-dilutive.

Purchase of Non-Controlling Interest. In 2011, the remaining shares of the ALLETE Properties non-controlling interest were purchased at book value for $8.8 million by issuing 0.2 million unregistered shares of ALLETE common stock. This was accounted for as an equity transaction, and no gain or loss was recognized in net income or comprehensive income.

Contributions to Pension. On January 10, 2014, we contributed approximately 0.4 million shares of ALLETE common stock to our pension plan, which had an aggregate value of $19.5 million when contributed. There were no contributions of ALLETE common stock to our pension plan in 2013 or 2012. In 2011, ALLETE contributed approximately 0.5 million shares of ALLETE common stock to its pension plan, which had an aggregate value of $20.0 million when contributed. These shares of ALLETE common stock were contributed in reliance upon an exemption available pursuant to Section 4(a)(2) of the Securities Act of 1933.

NOTE 13. COMMON STOCK AND EARNINGS PER SHARE (Continued)



Reconciliation of Basic and Diluted
Earnings Per Share			Dilutive
Year Ended December 31	Basic		Securities	Diluted
Millions Except Per Share Amounts
2013
Net Income Attributable to ALLETE		$104.7			$104.7
Average Common Shares	39.7		0.1	39.8
Earnings Per Share		$2.64			$2.63
2012
Net Income Attributable to ALLETE		$97.1			$97.1
Average Common Shares	37.6		—	37.6
Earnings Per Share		$2.59			$2.58
2011
Net Income Attributable to ALLETE		$93.8			$93.8
Average Common Shares	35.3		0.1	35.4
Earnings Per Share		$2.66			$2.65