COMMON STOCK AND EARNINGS PER SHARE



Summary of Common Stock	Shares	Equity
	Thousands	Millions
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
Employee Stock Purchase Program	18	0.8
Invest Direct	378	18.9
Options and Stock Awards	78	8.0
Equity Issuance Program	1,851	90.0
Forward Sale Agreement and Issuance	1,807	85.2
Contribution to Pension	396	19.5
Balance as of December 31, 2014	45,929	1,107.6
Employee Stock Purchase Program	18	0.9
Invest Direct	383	19.0
Options and Stock Awards	43	8.6
Equity Issuance Program	1,289	69.9
Forward Sale Agreement	1,413	65.4
Balance as of December 31, 2015	49,075		$1,271.4

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

Equity Issuance Program. We entered into a distribution agreement with Lampert Capital Markets, Inc., in 2008, as amended most recently in February 2015, with respect to the issuance and sale of up to an aggregate of 13.6 million shares of our common stock, without par value, of which 4.0 million shares remain available for issuance. For the year ended December 31, 2015, 1.3 million shares of common stock were issued under this agreement resulting in net proceeds of $69.9 million (1.9 million shares for net proceeds of $90.0 million for the year ended December 31, 2014; 1.3 million shares for net proceeds of $63.4 million for the year ended December 31, 2013). The shares sold January 1, 2013 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. We compute basic earnings per share using the weighted average number of shares of common stock outstanding during each period. The difference between basic and diluted earnings per share, if any, arises from outstanding stock options, non-vested restricted stock units, performance share awards granted under our Executive Long-Term Incentive Compensation Plan and common shares under the forward sale agreement (described below). 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 in 2015, 2014 and 2013.

Forward Sale Agreement and Issuance of Common Stock. In February 2014, ALLETE entered into a confirmation of forward sale agreement (Agreement) with a forward counterparty in connection with a public offering of 2.8 million shares of ALLETE common stock.

Pursuant to the Agreement, the forward counterparty (or its affiliate) borrowed 2.8 million shares of ALLETE common stock from third parties and sold them to the underwriters. The forward sale price was $48.01 per share, subject to adjustment as provided in the Agreement. In September 2014, ALLETE physically settled a portion of its obligations under the Agreement by delivering approximately 1.4 million shares of common stock in exchange for cash proceeds of $65.0 million and on February 4, 2015, ALLETE physically settled the remaining portion of its obligation under the Agreement by delivering approximately 1.4 million shares of common stock for cash proceeds of $65.4 million.

In connection with the public offering of the 2.8 million shares, ALLETE granted the underwriters an option to purchase up to an additional 0.4 million shares of ALLETE common stock (the option shares). The underwriters exercised the option in full and in March 2014, the Company issued and sold the option shares to the underwriters at a price to ALLETE equal to the initial forward sale price for proceeds of $20.2 million.

Contributions to Pension. No contributions were made to the pension plan for the year ended December 31, 2015. In 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; no contributions were made in 2013. 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, as amended.



Reconciliation of Basic and Diluted
Earnings Per Share			Dilutive
Year Ended December 31	Basic		Securities	Diluted
Millions Except Per Share Amounts
2015
Net Income Attributable to ALLETE		$141.1			$141.1
Average Common Shares	48.3		0.1	48.4
Earnings Per Share		$2.92			$2.92
2014
Net Income Attributable to ALLETE		$124.8			$124.8
Average Common Shares	42.9		0.2	43.1
Earnings Per Share		$2.91			$2.90
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