x
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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
June 30, 2013
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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 ______________
|
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
x
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Accelerated Filer
¨
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Non-Accelerated Filer
¨
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Smaller Reporting Company
¨
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June 30, 2013 and December 31, 2012
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Quarter and Six Months Ended June 30, 2013 and 2012
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Quarter and Six Months Ended June 30, 2013 and 2012
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Six Months Ended June 30, 2013 and 2012
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Definitions (Continued)
|
|
Abbreviation or Acronym
|
Term
|
MISO
|
Midcontinent Independent System Operator, Inc.
|
MPCA
|
Minnesota Pollution Control Agency
|
MPUC
|
Minnesota Public Utilities Commission
|
MW / MWh
|
Megawatt(s) / Megawatt-hour(s)
|
NAAQS
|
National Ambient Air Quality Standards
|
NDPSC
|
North Dakota Public Service Commission
|
Non-residential
|
Retail commercial, non-retail commercial, office, industrial, warehouse, storage and institutional
|
NO
2
|
Nitrogen Dioxide
|
NO
X
|
Nitrogen Oxides
|
Note ___
|
Note ___ to the consolidated financial statements in this Form 10-Q
|
NPDES
|
National Pollutant Discharge Elimination System
|
Oliver Wind I
|
Oliver Wind I Energy Center
|
Oliver Wind II
|
Oliver Wind II Energy Center
|
Palm Coast Park
|
Palm Coast Park development project in Florida
|
Palm Coast Park District
|
Palm Coast Park Community Development District
|
PolyMet
|
PolyMet Mining Corporation
|
PPA
|
Power Purchase Agreement
|
PPACA
|
Patient Protection and Affordable Care Act of 2010
|
PSCW
|
Public Service Commission of Wisconsin
|
Rainy River Energy
|
Rainy River Energy Corporation - Wisconsin
|
SEC
|
Securities and Exchange Commission
|
SIP
|
State Implementation Plan
|
SO
2
|
Sulfur Dioxide
|
Square Butte
|
Square Butte Electric Cooperative
|
SWL&P
|
Superior Water, Light and Power Company
|
Taconite Harbor
|
Taconite Harbor Energy Center
|
Taconite Ridge
|
Taconite Ridge Energy Center
|
Town Center
|
Town Center at Palm Coast development project in Florida
|
Town Center District
|
Town Center at Palm Coast Community Development District
|
U.S.
|
United States of America
|
USS Corporation
|
United States Steel Corporation
|
WDNR
|
Wisconsin Department of Natural Resources
|
•
|
our ability to successfully implement our strategic objectives;
|
•
|
regulatory or legislative actions, including those 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, that impact our allowed rates of return, capital structure, ability to secure financing, industry and rate structure, acquisition and disposal of assets and facilities, operation and construction of plant facilities, recovery of purchased power, capital investments and other expenses, including present or prospective wholesale and retail competition and environmental matters;
|
•
|
our ability to manage expansion and integrate acquisitions;
|
•
|
our current and potential industrial and municipal customers’ ability to execute announced expansion plans;
|
•
|
the impacts on our Regulated Operations of climate change and future regulation to restrict the emissions of GHG;
|
•
|
effects of restructuring initiatives in the electric industry;
|
•
|
economic and geographic factors, including political and economic risks;
|
•
|
changes in and compliance with laws and regulations;
|
•
|
weather conditions, natural disasters and pandemic diseases;
|
•
|
war, acts of terrorism and cyber attacks;
|
•
|
wholesale power market conditions;
|
•
|
population growth rates and demographic patterns;
|
•
|
effects of competition, including competition for retail and wholesale customers;
|
•
|
zoning and permitting of land held for resale, real estate development or changes in the real estate market;
|
•
|
pricing, availability and transportation of fuel and other commodities and the ability to recover the costs of such commodities;
|
•
|
changes in tax rates or policies or in rates of inflation;
|
•
|
project delays or changes in project costs;
|
•
|
availability and management
of construction materials and skilled construction labor for capital projects;
|
•
|
changes in operating expenses and capital expenditures;
|
•
|
global and domestic economic conditions affecting us or our customers;
|
•
|
our ability to access capital markets and bank financing;
|
•
|
changes in interest rates and the performance of the financial markets;
|
•
|
our ability to replace a mature workforce and retain qualified, skilled and experienced personnel; and
|
•
|
the outcome of legal and administrative proceedings (whether civil or criminal) and settlements.
|
|
June 30,
2013 |
|
December 31,
2012 |
||||
|
|
|
|
||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and Cash Equivalents
|
|
$145.0
|
|
|
|
$80.8
|
|
Accounts Receivable (Less Allowance of $1.1 and $1.0)
|
78.7
|
|
|
89.0
|
|
||
Inventories
|
71.0
|
|
|
69.8
|
|
||
Prepayments and Other
|
26.2
|
|
|
33.6
|
|
||
Total Current Assets
|
320.9
|
|
|
273.2
|
|
||
Property, Plant and Equipment - Net
|
2,397.2
|
|
|
2,347.6
|
|
||
Regulatory Assets
|
337.5
|
|
|
340.3
|
|
||
Investment in ATC
|
111.2
|
|
|
107.3
|
|
||
Other Investments
|
140.2
|
|
|
143.5
|
|
||
Other Non-Current Assets
|
43.9
|
|
|
41.5
|
|
||
Total Assets
|
|
$3,350.9
|
|
|
|
$3,253.4
|
|
Liabilities and Equity
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts Payable
|
|
$52.1
|
|
|
|
$90.5
|
|
Accrued Taxes
|
26.4
|
|
|
30.2
|
|
||
Accrued Interest
|
15.9
|
|
|
15.6
|
|
||
Long-Term Debt Due Within One Year
|
37.9
|
|
|
84.5
|
|
||
Other
|
60.8
|
|
|
62.6
|
|
||
Total Current Liabilities
|
193.1
|
|
|
283.4
|
|
||
Long-Term Debt
|
1,064.7
|
|
|
933.6
|
|
||
Deferred Income Taxes
|
435.5
|
|
|
423.8
|
|
||
Regulatory Liabilities
|
63.1
|
|
|
60.1
|
|
||
Defined Benefit Pension and Other Postretirement Benefit Plans
|
216.2
|
|
|
228.2
|
|
||
Other Non-Current Liabilities
|
129.3
|
|
|
123.3
|
|
||
Total Liabilities
|
2,101.9
|
|
|
2,052.4
|
|
||
Commitments, Guarantees and Contingencies (Note 14)
|
|
|
|
||||
Equity
|
|
|
|
||||
Common Stock Without Par Value, 80.0 Shares Authorized, 40.1 and 39.4 Shares Outstanding
|
819.3
|
|
|
784.7
|
|
||
Unearned ESOP Shares
|
(17.2
|
)
|
|
(21.3
|
)
|
||
Accumulated Other Comprehensive Loss
|
(21.0
|
)
|
|
(22.0
|
)
|
||
Retained Earnings
|
467.9
|
|
|
459.6
|
|
||
Total Equity
|
1,249.0
|
|
|
1,201.0
|
|
||
Total Liabilities and Equity
|
|
$3,350.9
|
|
|
|
$3,253.4
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||
|
June 30,
|
|
June 30,
|
||||||||||
|
2013
|
2012
|
|
2013
|
2012
|
||||||||
|
|
|
|
|
|
||||||||
Operating Revenue
|
|
$235.6
|
|
|
$216.4
|
|
|
|
$499.4
|
|
|
$456.4
|
|
Operating Expenses
|
|
|
|
|
|
||||||||
Fuel and Purchased Power
|
78.7
|
|
72.1
|
|
|
165.2
|
|
149.2
|
|
||||
Operating and Maintenance
|
103.8
|
|
96.2
|
|
|
208.5
|
|
196.1
|
|
||||
Depreciation
|
28.7
|
|
24.8
|
|
|
56.9
|
|
49.4
|
|
||||
Total Operating Expenses
|
211.2
|
|
193.1
|
|
|
430.6
|
|
394.7
|
|
||||
Operating Income
|
24.4
|
|
23.3
|
|
|
68.8
|
|
61.7
|
|
||||
Other Income (Expense)
|
|
|
|
|
|
||||||||
Interest Expense
|
(12.8
|
)
|
(10.1
|
)
|
|
(25.1
|
)
|
(21.1
|
)
|
||||
Equity Earnings in ATC
|
5.0
|
|
4.8
|
|
|
10.2
|
|
9.4
|
|
||||
Other
|
1.5
|
|
1.2
|
|
|
4.2
|
|
1.9
|
|
||||
Total Other Expense
|
(6.3
|
)
|
(4.1
|
)
|
|
(10.7
|
)
|
(9.8
|
)
|
||||
Income Before Income Taxes
|
18.1
|
|
19.2
|
|
|
58.1
|
|
51.9
|
|
||||
Income Tax Expense
|
4.1
|
|
4.8
|
|
|
11.6
|
|
13.1
|
|
||||
Net Income
|
|
$14.0
|
|
|
$14.4
|
|
|
|
$46.5
|
|
|
$38.8
|
|
Average Shares of Common Stock
|
|
|
|
|
|
||||||||
Basic
|
39.4
|
|
37.3
|
|
|
39.2
|
|
37.0
|
|
||||
Diluted
|
39.6
|
|
37.4
|
|
|
39.3
|
|
37.1
|
|
||||
Basic Earnings Per Share of Common Stock
|
|
$0.36
|
|
|
$0.39
|
|
|
|
$1.19
|
|
|
$1.05
|
|
Diluted Earnings Per Share of Common Stock
|
|
$0.35
|
|
|
$0.39
|
|
|
|
$1.18
|
|
|
$1.05
|
|
Dividends Per Share of Common Stock
|
|
$0.475
|
|
|
$0.46
|
|
|
|
$0.95
|
|
|
$0.92
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
Comprehensive Income (Loss)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Millions
|
|
|
|
|
|
|
|
||||||||
Net Income
|
|
$14.0
|
|
|
|
$14.4
|
|
|
|
$46.5
|
|
|
|
$38.8
|
|
Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
||||||||
Unrealized Gain (Loss) on Securities
|
|
|
|
|
|
|
|
||||||||
Net of Income Taxes of $0.1, $(0.5), $0.1 and $0.2
|
0.1
|
|
|
(0.5
|
)
|
|
0.1
|
|
|
0.5
|
|
||||
Unrealized Gain (Loss) on Derivatives
|
|
|
|
|
|
|
|
|
|
||||||
Net of Income Taxes of $0.1, $–, $0.1 and $(0.1)
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
(0.2
|
)
|
||||
Defined Benefit Pension and Other Postretirement Benefit Plans
|
|
|
|
|
|
|
|
||||||||
Net of Income Taxes of $0.3, $0.4, $0.5 and $0.7
|
0.5
|
|
|
0.5
|
|
|
0.8
|
|
|
1.0
|
|
||||
Total Other Comprehensive Income (Loss)
|
0.6
|
|
|
(0.1
|
)
|
|
1.0
|
|
|
1.3
|
|
||||
Comprehensive Income
|
|
$14.6
|
|
|
|
$14.3
|
|
|
|
$47.5
|
|
|
|
$40.1
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2013
|
|
2012
|
||||
|
|
|
|
||||
Operating Activities
|
|
|
|
||||
Net Income
|
|
$46.5
|
|
|
|
$38.8
|
|
Allowance for Funds Used During Construction – Equity
|
(2.1
|
)
|
|
(1.9
|
)
|
||
Income from Equity Investments, Net of Dividends
|
(2.3
|
)
|
|
(1.7
|
)
|
||
Gain on Sale of Assets
|
(0.1
|
)
|
|
—
|
|
||
Gain on Sale of Investments
|
(0.8
|
)
|
|
—
|
|
||
Depreciation Expense
|
56.9
|
|
|
49.4
|
|
||
Amortization of Debt Issuance Costs
|
0.5
|
|
|
0.5
|
|
||
Deferred Income Tax Expense
|
11.6
|
|
|
13.1
|
|
||
Share-Based Compensation Expense
|
1.3
|
|
|
1.2
|
|
||
ESOP Compensation Expense
|
4.0
|
|
|
3.7
|
|
||
Defined Benefit Pension and Postretirement Benefit Expense
|
11.2
|
|
|
13.8
|
|
||
Bad Debt Expense
|
0.4
|
|
|
0.5
|
|
||
Changes in Operating Assets and Liabilities
|
|
|
|
||||
Accounts Receivable
|
9.9
|
|
|
12.4
|
|
||
Inventories
|
(1.2
|
)
|
|
(0.2
|
)
|
||
Prepayments and Other
|
7.4
|
|
|
1.6
|
|
||
Accounts Payable
|
(10.1
|
)
|
|
(8.2
|
)
|
||
Other Current Liabilities
|
(5.8
|
)
|
|
—
|
|
||
Cash Contributions to Defined Benefit Pension and Other Postretirement Benefit Plans
|
(10.8
|
)
|
|
—
|
|
||
Changes in Regulatory and Other Non-Current Assets
|
(8.0
|
)
|
|
(1.8
|
)
|
||
Changes in Regulatory and Other Non-Current Liabilities
|
2.6
|
|
|
6.9
|
|
||
Cash from Operating Activities
|
111.1
|
|
|
128.1
|
|
||
Investing Activities
|
|
|
|
||||
Proceeds from Sale of Available-for-sale Securities
|
8.1
|
|
|
1.0
|
|
||
Payments for Purchase of Available-for-sale Securities
|
(1.4
|
)
|
|
(1.0
|
)
|
||
Investment in ATC
|
(1.6
|
)
|
|
(2.0
|
)
|
||
Changes to Other Investments
|
(2.6
|
)
|
|
(3.2
|
)
|
||
Additions to Property, Plant and Equipment
|
(128.6
|
)
|
|
(221.8
|
)
|
||
Proceeds from Sale of Assets
|
0.9
|
|
|
—
|
|
||
Cash for Investing Activities
|
(125.2
|
)
|
|
(227.0
|
)
|
||
Financing Activities
|
|
|
|
||||
Proceeds from Issuance of Common Stock
|
33.3
|
|
|
30.5
|
|
||
Proceeds from Issuance of Long-Term Debt
|
150.0
|
|
|
15.6
|
|
||
Payments for Notes Payable
|
—
|
|
|
(1.1
|
)
|
||
Payments for Long-Term Debt
|
(65.5
|
)
|
|
(3.1
|
)
|
||
Debt Issuance Costs
|
(1.3
|
)
|
|
—
|
|
||
Dividends on Common Stock
|
(38.2
|
)
|
|
(35.5
|
)
|
||
Cash from Financing Activities
|
78.3
|
|
|
6.4
|
|
||
Change in Cash and Cash Equivalents
|
64.2
|
|
|
(92.5
|
)
|
||
Cash and Cash Equivalents at Beginning of Period
|
80.8
|
|
|
101.1
|
|
||
Cash and Cash Equivalents at End of Period
|
|
$145.0
|
|
|
|
$8.6
|
|
Inventories
|
June 30,
2013 |
|
|
December 31,
2012 |
|
||
Millions
|
|
|
|
||||
Fuel
|
|
$25.3
|
|
|
|
$28.0
|
|
Materials and Supplies
|
45.7
|
|
|
41.8
|
|
||
Total Inventories
|
|
$71.0
|
|
|
|
$69.8
|
|
Prepayments and Other Current Assets
|
June 30,
2013 |
|
|
December 31,
2012 |
|
||
Millions
|
|
|
|
||||
Deferred Fuel Adjustment Clause
|
|
$18.3
|
|
|
|
$22.5
|
|
Other
|
7.9
|
|
|
11.1
|
|
||
Total Prepayments and Other Current Assets
|
|
$26.2
|
|
|
|
$33.6
|
|
Other Current Liabilities
|
June 30,
2013 |
|
|
December 31,
2012 |
|
||
Millions
|
|
|
|
||||
Customer Deposits
|
|
$29.1
|
|
|
|
$28.8
|
|
Other
|
31.7
|
|
|
33.8
|
|
||
Total Other Current Liabilities
|
|
$60.8
|
|
|
|
$62.6
|
|
Other Non-Current Liabilities
|
June 30,
2013 |
|
|
December 31,
2012 |
|
||
Millions
|
|
|
|
||||
Asset Retirement Obligation
|
|
$81.6
|
|
|
|
$77.9
|
|
Other
|
47.7
|
|
|
45.4
|
|
||
Total Other Non-Current Liabilities
|
|
$129.3
|
|
|
|
$123.3
|
|
For the Six Months Ended June 30,
|
2013
|
|
|
2012
|
|
||
Millions
|
|
|
|
||||
Cash Paid During the Period for Interest – Net of Amounts Capitalized
|
|
$22.8
|
|
|
|
$21.7
|
|
Cash Paid During the Period for Income Taxes
|
|
$0.6
|
|
|
|
$0.2
|
|
Noncash Investing and Financing Activities
|
|
|
|
|
|
||
Decrease in Accounts Payable for Capital Additions to Property, Plant and Equipment
|
|
$28.2
|
|
|
|
$14.8
|
|
Capitalized Asset Retirement Costs
|
|
$1.9
|
|
|
|
$2.4
|
|
AFUDC – Equity
|
|
$2.1
|
|
|
|
$1.9
|
|
|
Consolidated
|
Regulated Operations
|
Investments and Other
|
||||||
Millions
|
|
|
|
||||||
For the Quarter Ended June 30, 2013
|
|
|
|
||||||
Operating Revenue
|
|
$235.6
|
|
|
$215.8
|
|
|
$19.8
|
|
Fuel and Purchased Power Expense
|
78.7
|
|
78.7
|
|
—
|
|
|||
Operating and Maintenance Expense
|
103.8
|
|
82.8
|
|
21.0
|
|
|||
Depreciation Expense
|
28.7
|
|
27.1
|
|
1.6
|
|
|||
Operating Income (Loss)
|
24.4
|
|
27.2
|
|
(2.8
|
)
|
|||
Interest Expense
|
(12.8
|
)
|
(10.4
|
)
|
(2.4
|
)
|
|||
Equity Earnings in ATC
|
5.0
|
|
5.0
|
|
—
|
|
|||
Other Income
|
1.5
|
|
1.1
|
|
0.4
|
|
|||
Income (Loss) Before Income Taxes
|
18.1
|
|
22.9
|
|
(4.8
|
)
|
|||
Income Tax Expense (Benefit)
|
4.1
|
|
6.6
|
|
(2.5
|
)
|
|||
Net Income (Loss)
|
|
$14.0
|
|
|
$16.3
|
|
$(2.3)
|
|
Consolidated
|
Regulated Operations
|
Investments and Other
|
||||||
Millions
|
|
|
|
||||||
For the Quarter Ended June 30, 2012
|
|
|
|
||||||
Operating Revenue
|
|
$216.4
|
|
|
$197.0
|
|
|
$19.4
|
|
Fuel and Purchased Power Expense
|
72.1
|
|
72.1
|
|
—
|
|
|||
Operating and Maintenance Expense
|
96.2
|
|
76.1
|
|
20.1
|
|
|||
Depreciation Expense
|
24.8
|
|
23.4
|
|
1.4
|
|
|||
Operating Income (Loss)
|
23.3
|
|
25.4
|
|
(2.1
|
)
|
|||
Interest Expense
|
(10.1
|
)
|
(9.9
|
)
|
(0.2
|
)
|
|||
Equity Earnings in ATC
|
4.8
|
|
4.8
|
|
—
|
|
|||
Other Income
|
1.2
|
|
1.2
|
|
—
|
|
|||
Income (Loss) Before Income Taxes
|
19.2
|
|
21.5
|
|
(2.3
|
)
|
|||
Income Tax Expense (Benefit)
|
4.8
|
|
7.1
|
|
(2.3
|
)
|
|||
Net Income
|
|
$14.4
|
|
|
$14.4
|
|
—
|
|
|
Consolidated
|
Regulated Operations
|
Investments and Other
|
||||||
Millions
|
|
|
|
||||||
For the Six Months Ended June 30, 2013
|
|
|
|
||||||
Operating Revenue
|
|
$499.4
|
|
|
$457.2
|
|
|
$42.2
|
|
Fuel and Purchased Power Expense
|
165.2
|
|
165.2
|
|
—
|
|
|||
Operating and Maintenance Expense
|
208.5
|
|
165.0
|
|
43.5
|
|
|||
Depreciation Expense
|
56.9
|
|
53.9
|
|
3.0
|
|
|||
Operating Income (Loss)
|
68.8
|
|
73.1
|
|
(4.3
|
)
|
|||
Interest Expense
|
(25.1
|
)
|
(21.1
|
)
|
(4.0
|
)
|
|||
Equity Earnings in ATC
|
10.2
|
|
10.2
|
|
—
|
|
|||
Other Income
|
4.2
|
|
2.2
|
|
2.0
|
|
|||
Income (Loss) Before Income Taxes
|
58.1
|
|
64.4
|
|
(6.3
|
)
|
|||
Income Tax Expense (Benefit)
|
11.6
|
|
16.0
|
|
(4.4
|
)
|
|||
Net Income (Loss)
|
|
$46.5
|
|
|
$48.4
|
|
$(1.9)
|
||
|
|
|
|
||||||
As of June 30, 2013
|
|
|
|
||||||
Total Assets
|
|
$3,350.9
|
|
|
$2,997.0
|
|
|
$353.9
|
|
Property, Plant and Equipment – Net
|
|
$2,397.2
|
|
|
$2,329.6
|
|
|
$67.6
|
|
Accumulated Depreciation
|
|
$1,202.8
|
|
|
$1,143.2
|
|
|
$59.6
|
|
Capital Additions
|
|
$100.2
|
|
|
$97.2
|
|
|
$3.0
|
|
|
Consolidated
|
|
Regulated Operations
|
|
Investments and Other
|
||||||
Millions
|
|
|
|
|
|
||||||
For the Six Months Ended June 30, 2012
|
|
|
|
|
|
||||||
Operating Revenue
|
|
$456.4
|
|
|
|
$415.6
|
|
|
|
$40.8
|
|
Fuel and Purchased Power Expense
|
149.2
|
|
|
149.2
|
|
|
—
|
|
|||
Operating and Maintenance Expense
|
196.1
|
|
|
154.2
|
|
|
41.9
|
|
|||
Depreciation Expense
|
49.4
|
|
|
46.6
|
|
|
2.8
|
|
|||
Operating Income (Loss)
|
61.7
|
|
|
65.6
|
|
|
(3.9
|
)
|
|||
Interest Expense
|
(21.1
|
)
|
|
(19.5
|
)
|
|
(1.6
|
)
|
|||
Equity Earnings in ATC
|
9.4
|
|
|
9.4
|
|
|
—
|
|
|||
Other Income (Expense)
|
1.9
|
|
|
2.0
|
|
|
(0.1
|
)
|
|||
Income (Loss) Before Income Taxes
|
51.9
|
|
|
57.5
|
|
|
(5.6
|
)
|
|||
Income Tax Expense (Benefit)
|
13.1
|
|
|
18.7
|
|
|
(5.6
|
)
|
|||
Net Income
|
|
$38.8
|
|
|
|
$38.8
|
|
|
—
|
|
|
|
|
|
|
|
|
||||||
As of June 30, 2012
|
|
|
|
|
|
|
|
|
|||
Total Assets
|
|
$2,962.2
|
|
|
|
$2,755.4
|
|
|
|
$206.8
|
|
Property, Plant and Equipment – Net
|
|
$2,177.5
|
|
|
|
$2,119.9
|
|
|
|
$57.6
|
|
Accumulated Depreciation
|
|
$1,124.5
|
|
|
|
$1,070.1
|
|
|
|
$54.4
|
|
Capital Additions
|
|
$235.1
|
|
|
|
$232.3
|
|
|
|
$2.8
|
|
Other Investments
|
June 30,
2013 |
|
|
December 31,
2012 |
|
||
Millions
|
|
|
|
||||
ALLETE Properties
|
|
$91.1
|
|
|
|
$91.1
|
|
Available-for-sale Securities
(a)
|
20.4
|
|
|
26.8
|
|
||
Cash Equivalents
|
24.4
|
|
|
20.7
|
|
||
Other
|
4.3
|
|
|
4.9
|
|
||
Total Other Investments
|
|
$140.2
|
|
|
|
$143.5
|
|
(a)
|
As of
June 30, 2013
, the aggregate amount of available-for-sale corporate debt securities maturing in one year or less was
$1.2 million
, in one year to less than three years was
$5.1 million
, in three years to less than five years was
$1.3 million
, and in five or more years was
$0.9 million
.
|
ALLETE Properties
|
June 30,
2013 |
|
|
December 31,
2012 |
|
||
Millions
|
|
|
|
||||
Land Inventory Beginning Balance
|
|
$86.5
|
|
|
|
$86.0
|
|
Deeds to Collateralized Property
|
—
|
|
|
0.5
|
|
||
Cost of Sales
|
—
|
|
|
(0.2
|
)
|
||
Capitalized Improvements and Other
|
0.1
|
|
|
0.2
|
|
||
Land Inventory Ending Balance
|
86.6
|
|
|
86.5
|
|
||
Long-Term Finance Receivables (net of allowances of $0.6 and $0.6)
|
1.4
|
|
|
1.4
|
|
||
Other
|
3.1
|
|
|
3.2
|
|
||
Total Real Estate Assets
|
|
$91.1
|
|
|
|
$91.1
|
|
|
Fair Value as of June 30, 2013
|
|||||||||||||
Recurring Fair Value Measures
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||
Millions
|
|
|
|
|
|
|
|
|||||||
Assets:
|
|
|
|
|
|
|
|
|||||||
Investments
|
|
|
|
|
|
|
|
|||||||
Available-for-sale – Equity Securities
|
|
$11.9
|
|
|
—
|
|
|
—
|
|
|
|
$11.9
|
|
|
Available-for-sale – Corporate Debt Securities
|
—
|
|
|
|
$8.5
|
|
|
—
|
|
|
8.5
|
|
||
Cash Equivalents
|
24.4
|
|
|
—
|
|
|
—
|
|
|
24.4
|
|
|||
Total Fair Value of Assets
|
|
$36.3
|
|
|
|
$8.5
|
|
|
—
|
|
|
|
$44.8
|
|
|
|
|
|
|
|
|
|
|||||||
Liabilities:
|
|
|
|
|
|
|
|
|||||||
Deferred Compensation
|
—
|
|
|
|
$15.7
|
|
|
—
|
|
|
|
$15.7
|
|
|
Derivatives – Interest Rate Swap
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|||
Total Fair Value of Liabilities
|
—
|
|
|
|
$16.2
|
|
|
—
|
|
|
|
$16.2
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Net Fair Value of Assets (Liabilities)
|
|
$36.3
|
|
|
$(7.7)
|
|
—
|
|
|
|
$28.6
|
|
|
Fair Value as of December 31, 2012
|
|||||||||||||
Recurring Fair Value Measures
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||
Millions
|
|
|
|
|
|
|
|
|||||||
Assets:
|
|
|
|
|
|
|
|
|||||||
Investments
|
|
|
|
|
|
|
|
|||||||
Available-for-sale – Equity Securities
|
|
$18.0
|
|
|
—
|
|
|
—
|
|
|
|
$18.0
|
|
|
Available-for-sale – Corporate Debt Securities
|
—
|
|
|
|
$8.8
|
|
|
—
|
|
|
8.8
|
|
||
Cash Equivalents
|
20.7
|
|
|
—
|
|
|
—
|
|
|
20.7
|
|
|||
Total Fair Value of Assets
|
|
$38.7
|
|
|
|
$8.8
|
|
|
—
|
|
|
|
$47.5
|
|
|
|
|
|
|
|
|
|
|||||||
Liabilities:
|
|
|
|
|
|
|
|
|||||||
Deferred Compensation
|
—
|
|
|
|
$14.0
|
|
|
—
|
|
|
|
$14.0
|
|
|
Derivatives – Interest Rate Swap
|
—
|
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|||
Total Fair Value of Liabilities
|
—
|
|
|
|
$14.7
|
|
|
—
|
|
|
|
$14.7
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Net Fair Value of Assets (Liabilities)
|
|
$38.7
|
|
|
$(5.9)
|
|
—
|
|
|
|
$32.8
|
|
Financial Instruments
|
Carrying Amount
|
|
Fair Value
|
Millions
|
|
|
|
Long-Term Debt, Including Current Portion
|
|
|
|
June 30, 2013
|
$1,102.6
|
|
$1,160.2
|
December 31, 2012
|
$1,018.1
|
|
$1,143.7
|
Regulatory Assets and Liabilities
|
June 30,
2013 |
|
|
December 31,
2012 |
|
||
Millions
|
|
|
|
||||
Current Regulatory Assets
(a)
|
|
|
|
||||
Deferred Fuel
|
|
$18.3
|
|
|
|
$22.5
|
|
Total Current Regulatory Assets
|
18.3
|
|
|
22.5
|
|
||
Non-Current Regulatory Assets
|
|
|
|
||||
Future Benefit Obligations Under
|
|
|
|
||||
Defined Benefit Pension and Other Postretirement Benefit Plans
|
251.5
|
|
|
260.7
|
|
||
Income Taxes
|
34.3
|
|
|
36.0
|
|
||
Asset Retirement Obligation
|
13.9
|
|
|
12.1
|
|
||
Cost Recovery Riders
(b)
|
29.2
|
|
|
18.5
|
|
||
PPACA Income Tax Deferral
|
5.0
|
|
|
5.0
|
|
||
Conservation Improvement Program
|
—
|
|
|
4.3
|
|
||
Other
|
3.6
|
|
|
3.7
|
|
||
Total Non-Current Regulatory Assets
|
337.5
|
|
|
340.3
|
|
||
|
|
|
|
||||
Total Regulatory Assets
|
|
$355.8
|
|
|
|
$362.8
|
|
|
|
|
|
||||
Non-Current Regulatory Liabilities
|
|
|
|
||||
Income Taxes
|
|
$17.7
|
|
|
|
$19.5
|
|
Plant Removal Obligations
|
19.3
|
|
|
18.1
|
|
||
Wholesale and Retail Contra AFUDC
|
16.7
|
|
|
15.5
|
|
||
Conservation Improvement Program
|
2.7
|
|
|
—
|
|
||
Other
|
6.7
|
|
|
7.0
|
|
||
Total Non-Current Regulatory Liabilities
|
|
$63.1
|
|
|
|
$60.1
|
|
(a)
|
Current regulatory assets are included in prepayments and other on the Consolidated Balance Sheet.
|
(b)
|
The cost recovery rider regulatory asset is primarily due to capital expenditures related to Bison.
|
ALLETE’s Investment in ATC
|
|
||
Millions
|
|
||
Equity Investment Balance as of December 31, 2012
|
|
$107.3
|
|
Cash Investments
|
1.6
|
|
|
Equity in ATC Earnings
|
10.2
|
|
|
Distributed ATC Earnings
|
(7.9
|
)
|
|
Equity Investment Balance as of June 30, 2013
|
|
$111.2
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||
ATC Summarized Financial Data
|
June 30,
|
|
June 30,
|
||||||||||
Income Statement Data
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||
Millions
|
|
|
|
|
|
|
|
||||||
Revenue
|
|
$152.1
|
|
|
$152.2
|
|
|
$303.9
|
|
|
|
$299.8
|
|
Operating Expense
|
69.9
|
|
|
71.8
|
|
139.7
|
|
|
141.3
|
|
|||
Other Expense
|
20.9
|
|
|
21.1
|
|
42.4
|
|
|
41.1
|
|
|||
Net Income
|
|
$61.3
|
|
|
$59.3
|
|
|
$121.8
|
|
|
|
$117.4
|
|
ALLETE’s Equity in Net Income
|
|
$5.0
|
|
|
$4.8
|
|
|
$10.2
|
|
|
|
$9.4
|
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Millions
|
|
|
|
|
|
|
|
|
||||||||
AFUDC – Equity
|
|
|
$1.0
|
|
|
|
$1.2
|
|
|
|
$2.1
|
|
|
|
$1.9
|
|
Gain on Sale of Available-for-sale Securities
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
||||
Investments and Other Income
|
|
0.5
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
||||
Total Other Income
|
|
|
$1.5
|
|
|
|
$1.2
|
|
|
|
$4.2
|
|
|
|
$1.9
|
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Millions
|
|
|
|
|
|
|
|
|
||||||||
Current Tax Expense (Benefit)
|
|
|
|
|
|
|
|
|
||||||||
Federal
(a)
|
|
$(0.2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
State
(a)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total Current Tax Expense (Benefit)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Deferred Tax Expense (Benefit)
|
|
|
|
|
|
|
|
|
||||||||
Federal
|
|
3.6
|
|
|
|
$4.8
|
|
|
|
$8.2
|
|
|
|
$13.2
|
|
|
State
(b)
|
|
0.9
|
|
|
0.2
|
|
|
3.8
|
|
|
0.3
|
|
||||
Investment Tax Credit Amortization
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|
(0.4
|
)
|
||||
Total Deferred Tax Expense
|
|
4.3
|
|
|
4.8
|
|
|
11.6
|
|
|
13.1
|
|
||||
Total Income Tax Expense
|
|
|
$4.1
|
|
|
|
$4.8
|
|
|
|
$11.6
|
|
|
|
$13.1
|
|
(a)
|
We incurred net operating losses (NOLs) due to the bonus depreciation provisions of the American Taxpayer Relief Act of 2012 and the Tax Relief Unemployment Insurance Reauthorization and Job Creation Act of 2010 for the quarter and six months ended June 30, 2013 and 2012. The 2013 and 2012 federal and state NOLs will be carried forward to offset future taxable income.
|
(b)
|
The quarter and
six months ended June 30, 2012
, reflected increased state tax benefit from state renewable tax credits compared to the quarter and six months ended June 30, 2013.
|
|
Unrealized Gains and Losses on Available-for-sale Securities
(a)
|
Defined Benefit Pension, Other Postretirement Items
(a)
|
Gains and Losses on Cash Flow Hedge
(a)
|
Total
(a)
|
||||
Millions
|
|
|
|
|
||||
For the Quarter Ended June 30, 2013
|
|
|
|
|
||||
Beginning Balance
|
$(0.1)
|
$(21.2)
|
$(0.3)
|
$(21.6)
|
||||
Other Comprehensive Income (Loss) Before Reclassifications
|
0.1
|
|
(2.6
|
)
|
—
|
|
(2.5
|
)
|
Amounts Reclassified From Accumulated Other Comprehensive Loss
|
—
|
|
3.1
|
|
—
|
|
3.1
|
|
Net Other Comprehensive Income
|
0.1
|
|
0.5
|
|
—
|
|
0.6
|
|
Ending Balance
|
—
|
|
$(20.7)
|
$(0.3)
|
$(21.0)
|
|||
|
|
|
|
|
||||
For the Six Months Ended June 30, 2013
|
|
|
|
|
||||
Beginning Balance
|
$(0.1)
|
$(21.5)
|
$(0.4)
|
$(22.0)
|
||||
Other Comprehensive Income (Loss) Before Reclassifications
|
0.6
|
|
(5.5
|
)
|
0.1
|
|
(4.8
|
)
|
Amounts Reclassified From Accumulated Other Comprehensive Loss
|
(0.5
|
)
|
6.3
|
|
—
|
|
5.8
|
|
Net Other Comprehensive Income
|
0.1
|
|
0.8
|
|
0.1
|
|
1.0
|
|
Ending Balance
|
—
|
|
$(20.7)
|
$(0.3)
|
$(21.0)
|
(a)
|
Amounts shown are net of tax.
|
Details About Accumulated Other Comprehensive Loss Components
|
Amount Reclassified from Accumulated Other Comprehensive Loss
(a)
|
|
Affected Income Statement Line Item
|
||
Millions
|
|
|
|
||
For the Quarter Ended June 30, 2013
|
|
|
|
||
Amortization of Defined Benefit Pension and Other Postretirement Items
|
|
|
|
||
Prior Service Costs
|
|
$0.7
|
|
|
(b)
|
Actuarial Gains and Losses
|
(5.8
|
)
|
|
(b)
|
|
|
(5.1
|
)
|
|
|
|
|
2.0
|
|
|
Income Tax Expense
|
|
|
$(3.1)
|
|
|
||
Total Reclassifications
|
$(3.1)
|
|
|
||
|
|
|
|
||
For the Six Months Ended June 30, 2013
|
|
|
|
||
Unrealized Gains on Available-for-sale Securities
|
|
$0.8
|
|
|
Other Income (Expense) - Other
|
|
(0.3
|
)
|
|
Income Tax Expense
|
|
|
|
$0.5
|
|
|
|
|
|
|
|
||
Amortization of Defined Benefit Pension and Other Postretirement Items
|
|
|
|
||
Prior Service Costs
|
|
$1.2
|
|
|
(b)
|
Actuarial Gains and Losses
|
(11.5
|
)
|
|
(b)
|
|
|
(10.3
|
)
|
|
|
|
|
4.0
|
|
|
Income Tax Expense
|
|
|
$(6.3)
|
|
|
||
Total Reclassifications
|
$(5.8)
|
|
|
(a)
|
Amounts in parentheses indicate charges to net income.
|
(b)
|
These components of accumulated other comprehensive loss are included in the computation of net pension and other postretirement benefit expense. (See Note 13. Pension and Other Postretirement Benefit Plans.)
|
|
|
|
2013
|
|
|
|
|
|
2012
|
|
|
||||||||||
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 June 30,
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income
|
|
$14.0
|
|
|
|
|
|
$14.0
|
|
|
|
$14.4
|
|
|
|
|
|
$14.4
|
|
||
Average Common Shares
|
39.4
|
|
|
0.2
|
|
|
39.6
|
|
|
37.3
|
|
|
0.1
|
|
|
37.4
|
|
||||
Earnings Per Share
|
|
$0.36
|
|
|
|
|
|
$0.35
|
|
|
|
$0.39
|
|
|
|
|
|
$0.39
|
|
||
For the Six Months Ended June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net Income
|
|
$46.5
|
|
|
|
|
|
$46.5
|
|
|
|
$38.8
|
|
|
|
|
|
$38.8
|
|
||
Average Common Shares
|
39.2
|
|
|
0.1
|
|
|
39.3
|
|
|
37.0
|
|
|
0.1
|
|
|
37.1
|
|
||||
Earnings Per Share
|
|
$1.19
|
|
|
|
|
|
$1.18
|
|
|
|
$1.05
|
|
|
|
|
|
$1.05
|
|
|
Pension
|
|
Other
Postretirement
|
||||||||||||
Components of Net Periodic Benefit Expense
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Millions
|
|
|
|
|
|
|
|
||||||||
For the Quarter Ended June 30,
|
|
|
|
|
|
|
|
||||||||
Service Cost
|
|
$2.5
|
|
|
|
$2.3
|
|
|
|
$1.0
|
|
|
|
$1.1
|
|
Interest Cost
|
6.5
|
|
|
6.6
|
|
|
1.7
|
|
|
2.3
|
|
||||
Expected Return on Plan Assets
|
(8.8
|
)
|
|
(8.9
|
)
|
|
(2.4
|
)
|
|
(2.5
|
)
|
||||
Amortization of Prior Service Costs
|
—
|
|
|
0.1
|
|
|
(0.7
|
)
|
|
(0.5
|
)
|
||||
Amortization of Net Loss
|
5.4
|
|
|
4.4
|
|
|
0.4
|
|
|
1.9
|
|
||||
Amortization of Transition Obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Net Periodic Benefit Expense
|
|
$5.6
|
|
|
|
$4.5
|
|
|
—
|
|
|
|
$2.4
|
|
|
|
|
|
|
|
|
|
|
||||||||
For the Six Months Ended June 30,
|
|
|
|
|
|
|
|
||||||||
Service Cost
|
|
$5.0
|
|
|
|
$4.6
|
|
|
|
$2.0
|
|
|
|
$2.1
|
|
Interest Cost
|
13.0
|
|
|
13.2
|
|
|
3.4
|
|
|
4.7
|
|
||||
Expected Return on Plan Assets
|
(17.6
|
)
|
|
(17.7
|
)
|
|
(4.9
|
)
|
|
(5.0
|
)
|
||||
Amortization of Prior Service Costs
|
0.1
|
|
|
0.2
|
|
|
(1.3
|
)
|
|
(0.9
|
)
|
||||
Amortization of Net Loss
|
10.7
|
|
|
8.7
|
|
|
0.8
|
|
|
3.8
|
|
||||
Amortization of Transition Obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Net Periodic Benefit Expense
|
|
$11.2
|
|
|
|
$9.0
|
|
|
—
|
|
|
|
$4.8
|
|
•
|
Expanding our renewable energy supply;
|
•
|
Providing energy conservation initiatives for our customers and engaging in other demand side efforts;
|
•
|
Supporting research of technologies to reduce carbon emissions from generation facilities and carbon sequestration efforts; and
|
•
|
Evaluating and developing less carbon intensive future generating assets such as efficient and flexible natural gas generating facilities.
|
Kilowatt-hours Sold
|
|
|
|
|
Quantity
|
|
%
|
||||
Quarter Ended June 30,
|
2013
|
|
2012
|
|
Variance
|
|
Variance
|
||||
Millions
|
|
|
|
|
|
|
|
||||
Regulated Utility
|
|
|
|
|
|
|
|
||||
Retail and Municipals
|
|
|
|
|
|
|
|
||||
Residential
|
251
|
|
|
226
|
|
|
25
|
|
|
11.1
|
%
|
Commercial
|
335
|
|
|
326
|
|
|
9
|
|
|
2.8
|
%
|
Industrial
|
1,769
|
|
|
1,842
|
|
|
(73
|
)
|
|
(4.0
|
)%
|
Municipals
|
225
|
|
|
234
|
|
|
(9
|
)
|
|
(3.8
|
)%
|
Total Retail and Municipals
|
2,580
|
|
|
2,628
|
|
|
(48
|
)
|
|
(1.8
|
)%
|
Other Power Suppliers
|
610
|
|
|
492
|
|
|
118
|
|
|
24.0
|
%
|
Total Regulated Utility Kilowatt-hours Sold
|
3,190
|
|
|
3,120
|
|
|
70
|
|
|
2.2
|
%
|
Kilowatt-hours Sold
|
|
|
|
|
Quantity
|
|
%
|
||||
Six Months Ended June 30,
|
2013
|
|
2012
|
|
Variance
|
|
Variance
|
||||
Millions
|
|
|
|
|
|
|
|
||||
Regulated Utility
|
|
|
|
|
|
|
|
||||
Retail and Municipals
|
|
|
|
|
|
|
|
||||
Residential
|
605
|
|
|
552
|
|
|
53
|
|
|
9.6
|
%
|
Commercial
|
712
|
|
|
690
|
|
|
22
|
|
|
3.2
|
%
|
Industrial
|
3,614
|
|
|
3,710
|
|
|
(96
|
)
|
|
(2.6
|
)%
|
Municipals
|
499
|
|
|
498
|
|
|
1
|
|
|
0.2
|
%
|
Total Retail and Municipals
|
5,430
|
|
|
5,450
|
|
|
(20
|
)
|
|
(0.4
|
)%
|
Other Power Suppliers
|
1,201
|
|
|
1,009
|
|
|
192
|
|
|
19.0
|
%
|
Total Regulated Utility Kilowatt-hours Sold
|
6,631
|
|
|
6,459
|
|
|
172
|
|
|
2.7
|
%
|
ALLETE Properties
|
2013
|
|
2012
|
||||||||||
Revenue and Sales Activity
|
Acres
(a)
|
|
Amount
|
|
Acres
(a)
|
|
Amount
|
||||||
Dollars in Millions
|
|
|
|
|
|
|
|
||||||
Revenue from Land Sales
|
19
|
|
|
|
$0.1
|
|
|
—
|
|
|
—
|
|
|
Other Revenue
|
|
|
0.3
|
|
|
|
|
|
$0.3
|
|
|||
Total ALLETE Properties Revenue
|
|
|
|
$0.4
|
|
|
|
|
|
$0.3
|
|
•
|
Major wind investments in North Dakota. Including the 210 MW of wind generation commissioned in December 2012, our Bison Wind Energy Center has 292 MW of nameplate capacity (see
Renewable Energy
).
|
•
|
Planned installation of approximately $350 to $400 million in emissions control technology at our Boswell Unit 4 to further reduce emissions of SO
2
, particulates and mercury (see
Boswell Mercury Emission Reduction Plan
).
|
•
|
Planning for the proposed Great Northern Transmission Line to deliver hydroelectric power from northern Manitoba by 2020 (see
Renewable Energy
and
Transmission
).
|
•
|
The conversion of Laskin from coal to cleaner-burning natural gas in 2015.
|
•
|
Retiring Taconite Harbor Unit 3, one of three coal units at Taconite Harbor, in 2015.
|
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 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.
|
|
June 30,
2013 |
|
|
%
|
|
December 31,
2012 |
|
|
%
|
||
Millions
|
|
|
|
|
|
|
|
||||
ALLETE Equity
|
|
$1,249.0
|
|
|
53
|
|
|
$1,201.0
|
|
|
54
|
Long-Term Debt (Including Current Maturities)
|
1,102.6
|
|
|
47
|
|
1,018.1
|
|
|
46
|
||
|
|
$2,351.6
|
|
|
100
|
|
|
$2,219.1
|
|
|
100
|
For the Six Months Ended June 30,
|
2013
|
|
|
2012
|
|
||
Millions
|
|
|
|
||||
Cash and Cash Equivalents at Beginning of Period
|
|
$80.8
|
|
|
|
$101.1
|
|
Cash Flows from (used for)
|
|
|
|
||||
Operating Activities
|
111.1
|
|
|
128.1
|
|
||
Investing Activities
|
(125.2
|
)
|
|
(227.0
|
)
|
||
Financing Activities
|
78.3
|
|
|
6.4
|
|
||
Change in Cash and Cash Equivalents
|
64.2
|
|
|
(92.5
|
)
|
||
Cash and Cash Equivalents at End of Period
|
|
$145.0
|
|
|
|
$8.6
|
|
Credit Ratings
|
Standard & Poor’s
|
Moody’s
|
Issuer Credit Rating
|
BBB+
|
Baa1
|
Commercial Paper
|
A-2
|
P-2
|
Senior Secured
|
|
|
First Mortgage Bonds
(a)
|
A
|
A2
|
(a)
|
Includes collateralized pollution control bonds.
|
Capital Expenditures
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
Total
|
|
|||||||
Millions
|
|
|
|
|
|
|
|||||||||||||
Regulated Utility Operations
|
|
|
|
|
|
|
|||||||||||||
|
Base and Other
(a)
|
|
$208
|
|
|
$160
|
|
|
$152
|
|
|
$155
|
|
|
$138
|
|
|
$813
|
|
|
Cost Recovery
(b)
|
|
|
|
|
|
|
||||||||||||
|
Environmental
(c)
|
55
|
|
148
|
|
111
|
|
3
|
|
—
|
|
317
|
|
||||||
|
Renewable
(d)
|
60
|
|
287
|
|
—
|
|
—
|
|
—
|
|
347
|
|
||||||
|
Transmission
(e)
|
36
|
|
22
|
|
11
|
|
3
|
|
40
|
|
112
|
|
||||||
|
Total Cost Recovery
|
151
|
|
457
|
|
122
|
|
6
|
|
40
|
|
776
|
|
||||||
Regulated Utility Capital Expenditures
|
359
|
|
617
|
|
274
|
|
161
|
|
178
|
|
1,589
|
|
|||||||
Other
|
|
16
|
|
25
|
|
11
|
|
9
|
|
3
|
|
64
|
|
||||||
Total Capital Expenditures
|
|
$375
|
|
|
$642
|
|
|
$285
|
|
|
$170
|
|
|
$181
|
|
|
$1,653
|
|
(a)
|
Total capital expenditures of approximately $70 million relating to Minnesota Power’s hydro system are included in Base and Other, of which approximately $55 million relating to Thomson Energy Center is expected to be spent in 2013
.
(See Outlook – Regulated Operations.)
|
(b)
|
Estimated current capital expenditures eligible for cost recovery outside of a rate case.
|
(c)
|
Environmental capital expenditures primarily relate to compliance with the MATS rule for Boswell Unit 4. (See Note 14. Commitments, Guarantees and Contingencies.) Boswell Unit 4 capital expenditures included above reflect Minnesota Power’s ownership percentage of 80 percent. WPPI Energy owns 20 percent of Boswell Unit 4.
|
(d)
|
Includes a total of approximately $345 million in 2013 and 2014, related to Bison 4. (See Outlook – Regulated Operations.)
|
(e)
|
Transmission capital expenditures related to CapX2020 are estimated at approximately $50 million over the 2013 to 2015 period. Capital expenditures of approximately $40 million are included related to construction of the Great Northern Transmission Line. (See Outlook – Regulated Operations.)
|
Exhibit
Number
|
|
|
|
10 (a)
|
|
|
Amended and Restated ALLETE Non-Employee Director Stock Plan, effective May 15, 2013.
|
10 (b)
|
|
|
First Amendment to Amended and Restated Letter of Credit Agreement, dated as of June 1, 2013, between ALLETE, Inc. and Wells Fargo Bank, National Association, as Issuing Bank, Administrative Agent and sole Participating Bank.
|
10 (c)
|
|
|
July 2013 ALLETE and Affiliated Companies Compensation Recovery Policy
|
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 August 1, 2013, announcing 2013 second 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
August 1, 2013
|
|
/s/ Mark A. Schober
|
|
|
Mark A. Schober
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 1, 2013
|
|
/s/ Steven Q. DeVinck
|
|
|
Steven Q. DeVinck
|
|
|
Controller and Vice President – Business Support
|
2.1
|
Administrator
.
The Executive Compensation Committee of the Board shall administer the Plan. Notwithstanding the foregoing, the Administrator may delegate any of its duties to such other person or persons from time to time as it may designate. Members of the Executive Compensation Committee may participate in the Plan; however, any Director serving on the Executive Compensation Committee shall not vote or act on any matter relating solely to himself or herself.
|
2.2
|
Duties
.
The Administrator has the authority to construe and interpret all provisions of the Plan, to resolve any ambiguities, to adopt rules and practices concerning the administration of the Plan, to make any determinations and calculations necessary or appropriate hereunder, and to remedy any errors, inconsistencies or omissions. The Company shall pay all expenses and liabilities incurred in connection with Plan administration.
|
2.3
|
Agents
.
The Administrator may engage the services of accountants, attorneys, actuaries, investment consultants, and such other professional personnel as are deemed necessary or advisable to assist in fulfilling the Administrator's responsibilities. The Administrator, the Company and the Board may rely upon the advice, opinions or valuations of any such persons.
|
2.4
|
Binding Effect of Decisions
.
The decision or action of the Administrator with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan. Neither the Administrator, its delegates, nor the Board shall be personally liable for any good faith action, determination or interpretation with respect to the Plan, and each shall be fully protected by the Company in respect of any such action, determination or interpretation.
|
2.5
|
Company Information
. To enable the Administrator to perform its duties, the Company shall supply full and timely information to the Administrator on all matters relating to the Annual Retainer, the Directors and such other pertinent information as the Administrator may reasonably require.
|
4.1.
|
The Board shall determine the Annual Retainer payable to each Director. Unless otherwise specified by the Board, the Annual Retainer, once established, will remain in effect until the Board changes it.
|
4.2
|
Each Director shall receive a Stock Payment for services rendered during the Service Period on the first business day of June or as soon as practicable following that date. The number of shares shall be calculated by dividing the amount of the Stock Payment by the fair market value of a share of Common Stock, which for this purpose means the average New York Stock Exchange closing price for the last five (5) days up to and including the date that is ten (10) calendar days prior to June 1 of the Service Period (or on the first business day thereafter if June 1 is not a business day).
|
4.3
|
Any Director may decline a Stock Payment for any Plan Year, provided, however, that no cash compensation shall be paid in lieu thereof. Any Director who declines a Stock Payment must do so in writing prior to the performance of any services as a Director for the Plan Year to which such Stock Payment relates.
|
4.4
|
No Director shall be required to forfeit or otherwise return any shares of Common Stock issued as a Stock Payment pursuant to the Plan (including any shares of Common Stock received as a result of an election under Article 5) notwithstanding any change in status of such Director that renders him or her ineligible to continue as a Director in the Plan.
|
4.5
|
The cash portion of the Annual Retainer for such Plan Year shall be paid to Directors at such times and in such manner as may be determined by the Board of Directors, unless the Director has elected to defer some or all of the cash portion of the Annual Retainer pursuant to the ALLETE Amended and Restated Non-Employee Director Compensation Deferral Plan II.
|
4.6
|
Any portion of the Annual Retainer that a Director elects to defer pursuant to the ALLETE Amended and Restated Non-Employee Director Compensation Deferral Plan II shall be considered a deferral under that plan and not this Plan.
|
9.1
|
Continuation of Directors in Same Status
. Nothing in the Plan or any action taken pursuant to the Plan shall be construed as creating or constituting evidence of any agreement or understanding, express or implied, that the Company will retain a Director as a Director or in any other capacity for any period of time or at a particular retainer or other rate of compensation, as conferring upon any Director any legal or other right to continue as a Director or in any other capacity, or as limiting, interfering with or otherwise affecting the right of the Company to terminate a Director in his or her capacity as a Director or otherwise at any time for any reason, with or without cause, and without regard to the effect that such termination might have upon him or her as a participant under the Plan.
|
9.2
|
Compliance with Government Regulation
. Neither the Plan nor the Company shall be obligated to issue any shares of Common Stock pursuant to the Plan at any time unless and until all applicable requirements imposed by any federal and state securities and other laws, rules and regulations, by any regulatory agencies or by any stock exchanges upon which the Common Stock may be listed have been fully met. As a condition precedent to any issuance of shares of Common Stock, the Board or the Administrator may require a Director to take any such action and to make any such covenants, agreements and representations as the Board or the Administrator, as the case may be, in its discretion deems necessary or advisable to ensure compliance with such requirements. The Company shall in no event be obligated to register the shares of Common Stock deliverable under the Plan pursuant to the Securities Act of 1933, as amended, or to qualify or register such shares under any securities laws of any state upon their issuance under the Plan or at any time thereafter, or to take any other action in order to cause the issuance and delivery of such shares under the Plan or any subsequent offer, sale, or other transfer of such shares to comply with any such law, regulation, or requirement. Directors are responsible for complying with all applicable federal and state securities and other laws, rules, and regulations in connection with any offer, sale, or other transfer of the shares of Common Stock issued under the Plan or any interest therein including, without limitation, compliance with the registration requirements of the Securities Act of 1933 as amended (unless an exemption therefrom is available) or with the provisions of Rule 144 promulgated thereunder, if applicable, or any successor provisions. Certificates for shares of Common Stock may be legended as the Administrator shall deem appropriate.
|
9.3
|
Non-transferability of Rights
. No Director shall have the right to assign the right to receive any Stock Payment or any other right or interest under the Plan, contingent or otherwise, or to cause or permit any encumbrance, pledge, or charge of any nature to be imposed on any such Stock Payment (prior to the delivery of such Stock Payment) or any such right or interest.
|
9.4
|
Severability
. In the event that any provision of the Plan is held invalid, void, or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of the Plan.
|
9.5
|
Governing Law
. To the extent not preempted by federal law, the Plan shall be governed by the laws of the state of Minnesota.
|
9.6
|
Tax Withholding
. The Company is authorized to withhold from the Annual Retainer including from the Stock Payment, amounts of withholding and other taxes due in connection with such payment by the Company and to take such other action as the Company may deem advisable to enable the Company or Director to satisfy obligations relating to the payment of any Annual Retainer.
|
10.1
|
“Administrator” is defined in Article 2.1 of the Plan.
|
10.2
|
“Annual Retainer” means the annual retainer payable by the Company to Directors (excluding any per meeting fees or expense reimbursements).
|
10.3
|
“Board” or “Board of Directors” means the Board of Directors of the Company.
|
10.4
|
“Common Stock” means the common stock, no par value, of the Company.
|
10.5
|
“Company” means ALLETE, Inc., f/k/a Minnesota Power, Inc. and f/k/a Minnesota Power & Light Company, a Minnesota corporation, and any successor corporation.
|
10.6
|
“Director” means any person who is elected or appointed to the Board of Directors of the Company and who is not an Employee.
|
10.7
|
“Employee” means any officer or other common law employee of the Company or of any Subsidiary.
|
10.8
|
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
|
10.9
|
“Invest Direct” means the ALLETE Stock Purchase and Dividend Reinvestment Plan or any successor dividend reinvestment plan as the Company may establish.
|
10.11
|
“Service Period” means, with respect to the Annual Cash Retainer, a Plan Year, and with respect to the Annual Stock Retainer, the 12-month period beginning on June 1 of each Plan Year or, with respect to a Director who first becomes eligible to participate in the Plan after June 1 of a Plan Year, such lesser period beginning on the date the Director joins the Board and ending on the following May 31.
|
10.12
|
“Stock Payment” means that portion of the Annual Retainer to be paid to Directors in shares of Common Stock rather than cash for services rendered as a Director of the Company, as provided in Article 4 hereof, including that portion of the Stock Payment resulting from any election specified in Article 5 hereof.
|
10.13
|
“Subsidiary” means any corporation that is a “subsidiary corporation” of the Company, as that term is defined in Section 424(f) of the Internal Revenue Code of 1986, as amended.
|
/s/ Alan R. Hodnik
|
Alan R. Hodnik
|
Chairman, President and Chief Executive Officer
|
/s/ Deborah A. Amberg
|
Deborah A. Amberg
|
Senior Vice President, General Counsel and Secretary
|
By
|
/s/ Mark A. Schober
|
Name:
|
Mark A. Schober
|
Title:
|
Sr. Vice President and CFO
|
By
|
/s/ Nick Brokke
|
Name:
|
Nick Brokke
|
Title:
|
Assistant Vice President
|
at either
|
One Front Street
|
or
|
401 Linden Street
|
|
MAC A0195-212,
|
|
MAC D4004-017,
|
|
San Francisco, CA 94111
|
|
Winston-Salem, NC 27101
|
1-800-798-2815 Option 1
|
1-800-776-3862 Option 2
|
(Hours of Operation: 8:00 a.m. PT to 5:00 p.m. PT)
|
(Hours of Operation: 8:00 a.m. EST to 5:30 p.m. EST)
|
•
|
a Financial Restatement; and
|
•
|
Error; and, or
|
•
|
Misconduct.
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the period ended
June 30, 2013
, of ALLETE;
|
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.
|
Date: August 1, 2013
|
|
/s/ Alan R. Hodnik
|
|
|
Alan R. Hodnik
|
|
|
Chairman, President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the period ended
June 30, 2013
, of ALLETE;
|
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.
|
Date: August 1, 2013
|
|
/s/ Mark A. Schober
|
|
|
Mark A. Schober
|
|
|
Senior Vice President and Chief Financial Officer
|
1.
|
The Quarterly Report on Form 10-Q of ALLETE for the period ended
June 30, 2013
, (Report) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of ALLETE.
|
Date: August 1, 2013
|
|
|
|
|
/s/ Alan R. Hodnik
|
|
|
Alan R. Hodnik
|
|
|
Chairman, President and Chief Executive Officer
|
Date: August 1, 2013
|
|
|
|
|
/s/ Mark A. Schober
|
|
|
Mark A. Schober
|
|
|
Senior Vice President and Chief Financial Officer
|
Mine or Operating Name/MSHA Identification Number
|
Section 104 S&S Citations (#)
|
Section 104(b) Orders (#)
|
Section 104(d) Citations and Orders (#)
|
Section 110(b)(2) Violations (#)
|
Section 107(a) Orders (#)
|
Total Dollar Value of MSHA Assessments Proposed ($)
|
Total Number of Mining Related Fatalities (#)
|
Received Notice of Pattern of Violation Under Section 104(e) (yes/no)
|
Received Notice of Potential to Have Pattern Under Section 104(e) (yes/no)
|
Legal Actions Pending as of Last Day of Period (#)
|
Legal Actions Initiated During Period (#)
|
Legal Actions Resolved During Period (#)
|
|
Center Mine / 3200218
|
1
|
—
|
—
|
—
|
—
|
599
|
—
|
No
|
No
|
—
|
—
|
—
|
|
|
Exhibit 99
|
For Release:
|
August 1, 2013
|
|
Investor Contact:
|
Tim Thorp
|
|
|
218-723-3953
|
|
|
tthorp@allete.com
|
|
|
|
|
NEWS
|
|
|
|
Quarter Ended
|
Six Months Ended
|
||||||
|
June 30,
|
June 30,
|
||||||
|
2013
|
2012
|
2013
|
2012
|
||||
|
|
|
|
|
||||
Operating Revenue
|
$235.6
|
$216.4
|
$499.4
|
$456.4
|
||||
|
|
|
|
|
||||
Operating Expenses
|
|
|
|
|
||||
Fuel and Purchased Power
|
78.7
|
72.1
|
165.2
|
149.2
|
||||
Operating and Maintenance
|
103.8
|
96.2
|
208.5
|
196.1
|
||||
Depreciation
|
28.7
|
24.8
|
56.9
|
49.4
|
||||
Total Operating Expenses
|
211.2
|
193.1
|
430.6
|
394.7
|
||||
|
|
|
|
|
||||
Operating Income
|
24.4
|
23.3
|
68.8
|
61.7
|
||||
|
|
|
|
|
||||
Other Income (Expense)
|
|
|
|
|
||||
Interest Expense
|
(12.8
|
)
|
(10.1
|
)
|
(25.1
|
)
|
(21.1
|
)
|
Equity Earnings in ATC
|
5.0
|
4.8
|
10.2
|
9.4
|
||||
Other
|
1.5
|
1.2
|
4.2
|
1.9
|
||||
Total Other Expense
|
(6.3
|
)
|
(4.1
|
)
|
(10.7
|
)
|
(9.8
|
)
|
|
|
|
|
|
||||
Income Before Income Taxes
|
18.1
|
19.2
|
58.1
|
51.9
|
||||
Income Tax Expense
|
4.1
|
4.8
|
11.6
|
13.1
|
||||
Net Income
|
$14.0
|
$14.4
|
$46.5
|
$38.8
|
||||
|
|
|
|
|
||||
Average Shares of Common Stock
|
|
|
|
|
||||
Basic
|
39.4
|
|
37.3
|
|
39.2
|
|
37.0
|
|
Diluted
|
39.6
|
|
37.4
|
|
39.3
|
|
37.1
|
|
|
|
|
|
|
||||
Basic Earnings Per Share of Common Stock
|
$0.36
|
$0.39
|
$1.19
|
$1.05
|
||||
Diluted Earnings Per Share of Common Stock
|
$0.35
|
$0.39
|
$1.18
|
$1.05
|
||||
|
|
|
|
|
||||
Dividends Per Share of Common Stock
|
$0.475
|
$0.46
|
$0.95
|
$0.92
|
|
Jun. 30,
|
Dec. 31,
|
|
|
Jun. 30,
|
Dec. 31,
|
|
2013
|
2012
|
|
|
2013
|
2012
|
Assets
|
|
|
|
Liabilities and Shareholders’ Equity
|
|
|
Cash and Cash Equivalents
|
$145.0
|
$80.8
|
|
Current Liabilities
|
$193.1
|
$283.4
|
Other Current Assets
|
175.9
|
192.4
|
|
Long-Term Debt
|
1,064.7
|
933.6
|
Property, Plant and Equipment - Net
|
2,397.2
|
2,347.6
|
|
Deferred Income Taxes
|
435.5
|
423.8
|
Regulatory Assets
|
337.5
|
340.3
|
|
Regulatory Liabilities
|
63.1
|
60.1
|
Investment in ATC
|
111.2
|
107.3
|
|
Defined Benefit Pension & Other
Postretirement Benefit Plans
|
216.2
|
228.2
|
Other Investments
|
140.2
|
143.5
|
|
Other Non-Current Liabilities
|
129.3
|
123.3
|
Other Non-Current Assets
|
43.9
|
41.5
|
|
Shareholders’ Equity
|
1,249.0
|
1,201.0
|
Total Assets
|
$3,350.9
|
$3,253.4
|
|
Total Liabilities and Shareholders’ Equity
|
$3,350.9
|
$3,253.4
|
|
Quarter Ended
|
Six Months Ended
|
|||||
ALLETE, Inc.
|
June 30,
|
June 30,
|
|||||
Income (Loss)
|
2013
|
2012
|
2013
|
2012
|
|||
Millions
|
|
|
|
|
|||
Regulated Operations
|
$16.3
|
$14.4
|
$48.4
|
$38.8
|
|||
Investments and Other
|
(2.3)
|
—
|
|
(1.9
|
)
|
—
|
|
Net Income Attributable to ALLETE
|
$14.0
|
$14.4
|
$46.5
|
$38.8
|
|||
Diluted Earnings Per Share
|
$0.35
|
$0.39
|
$1.18
|
$1.05
|
Kilowatt-hours Sold
|
|
|
|
|
Millions
|
|
|
|
|
Regulated Utility
|
|
|
|
|
Retail and Municipals
|
|
|
|
|
Residential
|
251
|
226
|
605
|
552
|
Commercial
|
335
|
326
|
712
|
690
|
Municipals
|
225
|
234
|
499
|
498
|
Industrial
|
1,769
|
1,842
|
3,614
|
3,710
|
Total Retail and Municipal
|
2,580
|
2,628
|
5,430
|
5,450
|
Other Power Suppliers
|
610
|
492
|
1,201
|
1,009
|
Total Regulated Utility
|
3,190
|
3,120
|
6,631
|
6,459
|
Non-regulated Energy Operations
|
33
|
25
|
64
|
55
|
Total Kilowatt-hours Sold
|
3,223
|
3,145
|
6,695
|
6,514
|
Regulated Utility Revenue
|
|
|
|
|
Millions
|
|
|
|
|
Regulated Utility Revenue
|
|
|
|
|
Retail and Municipals
|
|
|
|
|
Residential
|
$23.2
|
$20.5
|
$56.2
|
$49.9
|
Commercial
|
27.5
|
24.7
|
58.8
|
51.9
|
Municipals
|
15.8
|
13.9
|
32.4
|
31.3
|
Industrial
|
95.4
|
93.5
|
197.6
|
191.3
|
Total Retail and Municipals
|
161.9
|
152.6
|
345.0
|
324.4
|
Other Power Suppliers
|
22.4
|
17.7
|
44.7
|
36.4
|
Other
|
31.5
|
26.7
|
67.5
|
54.8
|
Total Regulated Utility Revenue
|
$215.8
|
$197.0
|
$457.2
|
$415.6
|