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Item 2.03	Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

Item 7.01	Regulation FD Disclosure

•	Total capital expenditures for 2014 of approximately $640 million, of which approximately $475 million is expected to qualify for current cost recovery treatment. Capital expenditures are expected to be incurred ratably over the four quarters of 2014.

•	Higher cost recovery revenue as a result of the Bison 4 wind generation project, subject to regulatory approval, the Boswell Unit 4 environmental project, and Minnesota Power’s continued participation in CapX2020 transmission projects.

•	The expected continuation of strong electricity usage by Minnesota Power’s current industrial customers. On November 29, 2013, Minnesota Power received demand nominations from Large Power taconite customers subject to demand nomination requirements indicating that they are expecting to operate at full demand levels for the first four months of 2014.

•	The expectation of minimal impact from electric sales on our results of operations in 2014 from Essar Steel Minnesota.

•	Higher power marketing sales as Minnesota Power sells a portion of its output from Square Butte to Minnkota Power as the Minnkota Power sales agreement is expected to begin in early 2014.

•	Higher operating and maintenance expense primarily due to increased transmission expense, the majority of which is offset by higher transmission revenue. Operating and maintenance expense is also higher due to general inflationary increases in labor, maintenance and material expenses.

•	Higher depreciation and interest expenses resulting from recent capital additions.

•	Earnings from BNI Coal and a net loss at ALLETE Properties similar to 2013. This guidance does not include any material bulk land sales at ALLETE Properties.

•	An effective tax rate of approximately 22 percent in 2014 due to federal production tax credits as a result of wind generation from our Bison wind projects.

•	Earnings per share dilution between $0.25 and $0.35 as a result of higher average shares of common stock outstanding primarily due to funding of our planned capital expenditures in 2014.

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•	our ability to successfully implement our strategic objectives;

•

regulatory or legislative actions, including those of the United States Congress, state legislatures, the Federal Energy Regulatory Commission, the Minnesota Public Utilities Commission, the Public Service Commission of Wisconsin, the North Dakota Public Service Commission, the Environmental Protection Agency 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 greenhouse gases;

•	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.

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