COMMON STOCK AND EARNINGS PER SHARE



Summary of Common Stock	Shares		Equity
	Thousands		Millions
Balance as of December 31, 2014	45,929			$1,107.6
Employee Stock Purchase Plan	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 and Issuance	1,413		65.4
Balance as of December 31, 2015	49,075		1,271.4
Employee Stock Purchase Plan	16		0.9
Invest Direct	344		20.0
Options and Stock Awards	65		3.7
Contributions to RSOP	60		3.3
Equity Issuance Program	130		8.0
Received for Sale of Land Inventory	(130	)	(8.0		)
Acquisition of Non-Controlling Interest	—		(4.0		)
Balance as of December 31, 2016	49,560		1,295.3
Employee Stock Purchase Plan	12		0.8
Invest Direct	257		19.0
Options and Stock Awards	22		3.6
Contributions to RSOP	50		3.5
Equity Issuance Program	1,000		65.7
Contributions to Pension	216		13.5
Balance as of December 31, 2017	51,117			$1,401.4

NOTE 12. 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 August 2016, 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 2.9 million shares remain available for issuance as of December 31, 2017. For the year ended December 31, 2017, 1.0 million shares of common stock were issued under this agreement, resulting in net proceeds of $65.7 million (0.1 million shares for net proceeds of $8.0 million in 2016; 1.3 million shares for net proceeds of $69.9 million in 2015). The shares issued in 2017 and 2016 were offered and sold pursuant to Registration Statement No. 333-212794, pursuant to which the remaining shares will continue to be offered for sale, from time to time. The shares issued in 2015 were offered and sold pursuant to Registration Statement No. 333-190335.

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). No options to purchase shares of common stock were excluded from the computation of diluted earnings per share in 2017, 2016 and 2015.

Forward Sale Agreement and Issuance of Common Stock. In 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 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 in February 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.

Contributions to Pension. For the year ended December 31, 2017, we contributed approximately 0.2 million shares of ALLETE common stock to our pension plan, which had an aggregate value of $13.5 million when contributed (none in 2016 and in 2015). 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
2017
Net Income Attributable to ALLETE		$172.2			$172.2
Average Common Shares	50.8		0.2	51.0
Earnings Per Share		$3.39			$3.38
2016
Net Income Attributable to ALLETE		$155.3			$155.3
Average Common Shares	49.3		0.2	49.5
Earnings Per Share		$3.15			$3.14
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