UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549





FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported) - February 12, 2016 (February 8, 2016)

ALLETE, Inc.
(Exact name of registrant as specified in its charter)

Minnesota
1-3548
41-0418150
(State or other jurisdiction of
(Commission File Number)
(IRS Employer
incorporation or organization)
 
Identification No.)

30 West Superior Street
Duluth, Minnesota 55802-2093
(Address of principal executive offices, including zip code)

(218) 279-5000
(Registrant’s telephone number, including area code)





Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






SECTION 2 - FINANCIAL INFORMATION

Item 2.02
Results of Operations and Financial Condition

Information responsive to this Item 2.02 is provided under Item 2.06 and incorporated herein by reference.

Item 2.06
Material Impairments

ALLETE Properties, LLC and its subsidiaries (ALLETE Properties) represents ALLETE, Inc.'s (ALLETE) legacy Florida real estate investment. ALLETE's strategy has been to complete and maintain key entitlements and infrastructure improvements without requiring significant additional investments, sell the portfolio over time, and reinvest the proceeds in its growth initiatives.

On February 8, 2016, ALLETE concluded that an impairment related to the real estate assets of ALLETE Properties was required. As a result, ALLETE recorded a non-cash impairment charge of $22.3 million after-tax, or $0.46 per share, in the fourth quarter of 2015. In response to market conditions and recent transaction activity, during the fourth quarter of 2015 the Company reevaluated its strategy related to the real estate assets of ALLETE Properties. ALLETE's revised strategy incorporates the possibility of a bulk sale of its entire portfolio, which if consummated, is likely to result in sales proceeds below the book value of the real estate assets. ALLETE also continues to pursue sales of individual parcels over time. Proceeds from such a sale would be strategically deployed to support growth in our energy infrastructure and related services businesses. ALLETE will continue to maintain key entitlements and infrastructure without making additional investments or acquisitions.
 




 
 
 

Readers are cautioned that forward-looking statements should be read in conjunction with ALLETE’s disclosures under the heading: “Forward-Looking Statements” located on page 2 and 3 of this Form 8-K.


ALLETE, Inc. Form 8-K dated February 12, 2016
1



Forward-Looking Statements

Statements in this report that are not statements of historical facts are considered “forward-looking” and, accordingly, involve risks and uncertainties that could cause actual results to differ materially from those discussed. Although such forward-looking statements have been made in good faith and are based on reasonable assumptions, there can be no assurance that the expected results will be achieved. Any statements that express, or involve discussions as to, future expectations, risks, beliefs, plans, objectives, assumptions, events, uncertainties, financial performance, or growth strategies (often, but not always, through the use of words or phrases such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “projects,” “likely,” “will continue,” “could,” “may,” “potential,” “target,” “outlook” or words of similar meaning) are not statements of historical facts and may be forward-looking.

In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, we are providing this cautionary statement to identify important factors that could cause our actual results to differ materially from those indicated in forward-looking statements made by or on behalf of ALLETE in this Form 8-K, in presentations, on our website, in response to questions or otherwise. These statements are qualified in their entirety by reference to, and are accompanied by, the following important factors, in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements that could cause our actual results to differ materially from those indicated in the forward-looking statements:

•
real estate market conditions where our legacy Florida real estate investment is located may not improve;
•
our ability to successfully implement our strategic objectives;
•
global and domestic economic conditions affecting us or our customers;
•
changes in and compliance with laws and regulations;
•
changes in tax rates or policies or in rates of inflation;
•
the outcome of legal and administrative proceedings (whether civil or criminal) and settlements;
•
weather conditions, natural disasters and pandemic diseases;
•
our ability to access capital markets and bank financing;
•
changes in interest rates and the performance of the financial markets;
•
project delays or changes in project costs;
•
changes in operating expenses and capital expenditures and our ability to raise revenues from our customers in regulated rates or sales price increases at our Energy Infrastructure and Related Services businesses;
•
the impacts of commodity prices on ALLETE and our customers;
•
our ability to attract and retain qualified, skilled and experienced personnel;
•
effects of emerging technology;
•
war, acts of terrorism and cyber attacks;
•
our ability to manage expansion and integrate acquisitions;
•
population growth rates and demographic patterns;
•
wholesale power market conditions;
•
federal and state regulatory and legislative actions that impact regulated utility economics, including 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 and utility infrastructure, recovery of purchased power, capital investments and other expenses, including present or prospective environmental matters;
•
effects of competition, including competition for retail and wholesale customers;
•
effects of restructuring initiatives in the electric industry;
•
the impacts on our Regulated Operations segment of climate change and future regulation to restrict the emissions of greenhouse gases;
•
effects of increased deployment of distributed low-carbon electricity generation resources;
•
the impacts of laws and regulations related to renewable and distributed generation;
•
pricing, availability and transportation of fuel and other commodities and the ability to recover the costs of such commodities;
•
our current and potential industrial and municipal customers’ ability to execute announced expansion plans;
•
the success of efforts to realize value from, invest in, and develop new opportunities in, our Energy Infrastructure and Related Services businesses; and
•
factors affecting Energy Infrastructure and Related Services businesses, including fluctuations in the volume of customer orders, unanticipated cost increases, changes in legislation and regulations impacting the industries in which the customers served operate, the effects of weather, credit worthiness of customers, ability to obtain materials required to perform services, and changing market conditions.

ALLETE, Inc. Form 8-K dated February 12, 2016
2



Forward-Looking Statements (continued)


Additional disclosures regarding factors that could cause our results or performance to differ from those anticipated by this report are discussed in Part 1, Item 1A, under the heading “Risk Factors” beginning on page 29 of ALLETE’s Annual Report on Form10‑K for the year ended December 31, 2014. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which that statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all of these factors, nor can it assess the impact of each of these factors on the businesses of ALLETE or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Readers are urged to carefully review and consider the various disclosures made by ALLETE in this Current Report on Form 8‑K and in other reports filed with the SEC that attempt to identify the risks and uncertainties that may affect ALLETE’s business.


ALLETE, Inc. Form 8-K dated February 12, 2016
3



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


ALLETE, Inc.

 
 
 
February 12, 2016
 
/s/ Steven W. Morris
 
 
Steven W. Morris
 
 
Controller


ALLETE, Inc. Form 8-K dated February 12, 2016
4
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