SHORT-TERM AND LONG-TERM DEBT

Short-Term Debt. As of June 30, 2014, total short-term debt outstanding was $10.8 million ($27.2 million as of December 31, 2013) and consisted of long-term debt due within one year. Short-term debt as of December 31, 2013, included $18.0 million of long-term debt that matured in January 2014.

Long-Term Debt. As of June 30, 2014, total long-term debt outstanding was $1,316.8 million ($1,083.0 million as of December 31, 2013). In conjunction with ALLETE Clean Energy’s January 30, 2014 wind energy facilities acquisition, ALLETE Clean Energy assumed $23.3 million of long-term debt, including $2.2 million due within one year (see Note 4. Acquisition). Subsequent to June 30, 2014, we redeemed $111.0 million of pollution control bonds, at par, which were due on July 1, 2022.

During the first six months of 2014, we issued $215.0 million of ALLETE first mortgage bonds (Bonds) in the private placement market in four series as shown below:



Issue Date	Maturity Date	Principal Amount	Interest Rate
March 4, 2014	March 15, 2024	$60 Million	3.69%
March 4, 2014	March 15, 2044	$40 Million	4.95%
June 26, 2014	July 15, 2022	$75 Million	3.40%
June 26, 2014	July 15, 2044	$40 Million	5.05%

NOTE 9. SHORT-TERM AND LONG-TERM DEBT (Continued)

The Company has the option to prepay all or a portion of the Bonds at its discretion, subject to a make-whole provision; however, each series of bonds is redeemable at par, including, in each case, accrued and unpaid interest, six months prior to the maturity date. The Bonds are subject to additional terms and conditions which are customary for these types of transactions. The Company intends to use the proceeds from the sale of the Bonds to refinance debt, fund utility capital expenditures and/or for general corporate purposes. The Bonds were sold in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, to institutional accredited investors.

On June 27, 2014, we agreed to sell $160.0 million of the Company's first mortgage bonds (September Bonds) to certain institutional buyers in the private placement market. The September Bonds will be sold in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, to institutional accredited investors. The September Bonds will be issued on or about September 16, 2014, in three series as follows:



Maturity Date	Principal Amount	Interest Rate
September 15, 2021	$60 Million	3.02%
September 15, 2029	$50 Million	3.74%
September 15, 2044	$50 Million	4.39%

The Company has the option to prepay all or a portion of the September Bonds at its discretion, subject to a make-whole provision; however, each series of bonds is redeemable at par, including, in each case, accrued and unpaid interest, six months prior to the maturity date. The September Bonds are subject to additional terms and conditions which are customary for these types of transactions. The Company intends to use the proceeds from the sale of the September Bonds to fund utility capital expenditures and/or for general corporate purposes.

Financial Covenants. Our long-term debt arrangements contain customary covenants. In addition, our lines of credit and letters of credit supporting certain long-term debt arrangements contain financial covenants. Our compliance with financial covenants is not dependent on debt ratings. The most restrictive financial covenant requires ALLETE to maintain a ratio of indebtedness to total capitalization (as the amounts are calculated in accordance with the respective long-term debt arrangements) of less than or equal to 0.65 to 1.00, measured quarterly. As of June 30, 2014, our ratio was approximately 0.48 to 1.00. Failure to meet this covenant would give rise to an event of default if not cured after notice from a lender, in which event ALLETE may need to pursue alternative sources of funding. Some of ALLETE’s debt arrangements contain “cross-default” provisions that would result in an event of default if there is a failure under other financing arrangements to meet payment terms or to observe other covenants that would result in an acceleration of payments due. As of June 30, 2014, ALLETE was in compliance with its financial covenants.