SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                    FORM 10-Q


(Mark One)

/X/ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the quarterly period ended SEPTEMBER 30, 2006

                                     or

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

    For the transition period from ______________ to ______________


                          Commission File Number 1-3548


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

                MINNESOTA                            41-0418150
     (State or other jurisdiction of                (IRS Employer
     incorporation or organization)               Identification No.)

                             30 WEST SUPERIOR STREET
                          DULUTH, MINNESOTA 55802-2093
                    (Address of principal executive offices)
                                   (Zip Code)

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. /X/ Yes     / / No

Indicate  by  check mark whether the  registrant is a large  accelerated  filer,
an  accelerated  filer or a  non-accelerated  filer (as defined in Rule 12b-2 of
the Exchange Act).

Large Accelerated Filer /X/   Accelerated Filer / /    Non-Accelerated Filer / /

Indicate by check mark whether the registrant is a shell company (as defined  in
Rule 12b-2 of the Exchange Act).   / / Yes    /X/ No


                           Common Stock, no par value,
                          30,381,209 shares outstanding
                            as of September 30, 2006





                                      INDEX

                                                                            Page

Definitions                                                                   2

Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995                                                            3

Part I.  Financial Information

         Item 1.   Financial Statements

              Consolidated Balance Sheet -
                   September 30, 2006 and December 31, 2005                   4

              Consolidated Statement of Income -
                   Quarter and Nine Months Ended September 30, 2006
                   and 2005                                                   5

              Consolidated Statement of Cash Flows -
                   Nine Months Ended September 30, 2006 and 2005              6

              Notes to Consolidated Financial Statements                      7

         Item 2.   Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                       24

         Item 3.   Quantitative and Qualitative Disclosures about
                   Market Risk                                               39

         Item 4.   Controls and Procedures                                   40

Part II. Other Information

         Item 1.   Legal Proceedings                                         41

         Item 1A.  Risk Factors                                              41

         Item 2.   Unregistered Sales of Equity Securities and
                   Use of Proceeds                                           41

         Item 3.   Defaults Upon Senior Securities                           41

         Item 4.   Submission of Matters to a Vote of Security Holders       41

         Item 5.   Other Information                                         41

         Item 6.   Exhibits                                                  43

Signatures                                                                   44



1                     ALLETE Third Quarter 2006 Form 10-Q



                                   DEFINITIONS

The following abbreviations or acronyms are used in the text. References in this
report  to "we,"  "us" and  "our"  are to  ALLETE,  Inc.  and its  subsidiaries,
collectively.

ABBREVIATION OR ACRONYM             TERM
--------------------------------------------------------------------------------

2005 Form 10-K                      ALLETE's Annual Report on Form 10-K for
                                         the Year Ended December 31, 2005
ADESA                               ADESA, Inc.
ALLETE                              ALLETE, Inc.
ALLETE Properties                   ALLETE Properties, LLC
AREA                                Arrowhead Regional Emission Abatement Plan
ATC                                 American Transmission Company LLC
BNI Coal                            BNI Coal, Ltd.
Boswell                             Boswell Energy Center
Company                             ALLETE, Inc. and its subsidiaries
Constellation Energy Commodities    Constellation Energy Commodities Group, Inc.
DOC                                 Minnesota Department of Commerce
Enventis Telecom                    Enventis Telecom, Inc.
EITF                                Emerging Issues Task Force Issue No.
EPA                                 Environmental Protection Agency
ESOP                                Employee Stock Ownership Plan
FASB                                Financial Accounting Standards Board
FERC                                Federal Energy Regulatory Commission
Florida Water                       Florida Water Services Corporation
FSP                                 Financial Accounting Standards Board Staff
                                         Position
GAAP                                Accounting Principles Generally Accepted in
                                         the United States of America
Hibbard                             Hibbard Energy Center
Laskin                              Laskin Energy Center
Minnesota Power                     An operating division of ALLETE, Inc.
Minnkota Power                      Minnkota Power Cooperative, Inc.
MISO                                Midwest Independent Transmission System
                                         Operator, Inc.
MPCA                                Minnesota Pollution Control Agency
MPUC                                Minnesota Public Utilities Commission
MW                                  Megawatt(s)
Note ___                            Note ___ to the consolidated financial
                                         statements in this Form 10-Q
NOx                                 Nitrogen Oxide
Palm Coast Park                     Palm Coast Park development project in
                                         northeast Florida
Palm Coast Park District            Palm Coast Park Community Development
                                         District
PSCW                                Public Service Commission of Wisconsin
Rainy River Energy                  Rainy River Energy Corporation
Resource Plan                       Integrated Resource Plan
SEC                                 Securities and Exchange Commission
SFAS                                Statement of Financial Accounting
                                         Standards No.
SO2                                 Sulfur Dioxide
Square Butte                        Square Butte Electric Cooperative
SWL&P                               Superior Water, Light and Power Company
Taconite Harbor                     Taconite Harbor Energy Center
Town Center                         Town Center at Palm Coast development
                                         project in northeast Florida
Town Center District                Town Center at Palm Coast Community
                                         Development District
WDNR                                Wisconsin Department of Natural Resources


                      ALLETE Third Quarter 2006 Form 10-Q                      2



                              SAFE HARBOR STATEMENT
           UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

In  connection  with  the  safe  harbor  provisions  of the  Private  Securities
Litigation  Reform  Act of 1995,  we are  hereby  filing  cautionary  statements
identifying  important  factors  that could  cause our actual  results to differ
materially from those projected in  forward-looking  statements (as such term is
defined in the Private  Securities  Litigation Reform Act of 1995) made by or on
behalf of ALLETE in this  Quarterly  Report on Form 10-Q, in  presentations,  in
response to questions or otherwise.  Any  statements  that  express,  or involve
discussions as to,  expectations,  beliefs,  plans,  objectives,  assumptions or
future events or performance (often, but not always, through the use of words or
phrases such as "anticipates,"  "believes,"  "estimates,"  "expects," "intends,"
"plans,"  "projects,"  "will likely  result," "will  continue,"  "could," "may,"
"potential,"  "target," "outlook" or similar  expressions) are not statements of
historical facts and may be forward-looking.

Forward-looking   statements   involve   estimates,   assumptions,   risks   and
uncertainties,  which are beyond our  control  and may cause  actual  results or
outcomes to differ materially from those that may be projected. 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:

  -  our ability to successfully implement our strategic objectives;
  -  our ability to manage expansion and integrate acquisitions;
  -  prevailing governmental policies  and  regulatory actions, including  those
     of the United States Congress, state legislatures,  the FERC, the MPUC, the
     PSCW,  and various local and county  regulators,  and city  administrators,
     about allowed  rates of return,  financings,  industry and rate  structure,
     acquisition and disposal of assets and facilities, real estate development,
     operation and construction of plant facilities, recovery of purchased power
     and  capital  investments,  present  or  prospective  wholesale  and retail
     competition  (including but not limited to transmission  costs), and zoning
     and permitting of land held for resale;
  -  effects of restructuring initiatives in the electric industry;
  -  economic and geographic factors, including political and economic risks;
  -  changes in and compliance with environmental and safety laws and policies;
  -  weather conditions;
  -  natural disasters and pandemic diseases;
  -  war and acts of terrorism;
  -  wholesale power market conditions;
  -  competition for viable real estate for development purposes;
  -  population growth rates and demographic patterns;
  -  effects  of  competition,  including  competition  for retail and wholesale
     customers;
  -  pricing and transportation of commodities;
  -  changes in tax rates or policies or in rates of inflation;
  -  unanticipated project delays or changes in project costs;
  -  unanticipated changes in operating expenses and capital expenditures;
  -  global and domestic economic conditions;
  -  our ability to access capital markets;
  -  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  that  affect the business and profitability of
     ALLETE.

Additional  disclosures  regarding  factors  that could  cause our  results  and
performance to differ from results or performance anticipated by this report are
discussed  under the heading "Risk  Factors" in Part I, Item 1A of our 2005 Form
10-K and Part II, Item 1A of our  Quarterly  Report on Form 10-Q for the quarter
ended March 31, 2006. 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 us in this Form 10-Q and in
our other reports filed with the SEC that attempt to advise  interested  parties
of the factors that may affect our business.

3                     ALLETE Third Quarter 2006 Form 10-Q


PART I.    FINANCIAL INFORMATION
ITEM 1.    FINANCIAL STATEMENTS


                                                      ALLETE
                                            CONSOLIDATED BALANCE SHEET
                                               MILLIONS - UNAUDITED


                                                                                  SEPTEMBER 30,      DECEMBER 31,
                                                                                      2006               2005
-------------------------------------------------------------------------------------------------------------------
                                                                                               
ASSETS

Current Assets
     Cash and Cash Equivalents                                                      $   51.4           $   89.6
     Short-Term Investments                                                            121.6              116.9
     Accounts Receivable (Less Allowance of $1.0 for 2006 and 2005)                     61.4               79.1
     Inventories                                                                        43.1               33.1
     Prepayments and Other                                                              23.6               23.8
     Deferred Income Taxes                                                               7.4               31.0
     Discontinued Operations                                                               -                0.4
-------------------------------------------------------------------------------------------------------------------

        Total Current Assets                                                           308.5              373.9

Property, Plant and Equipment - Net                                                    877.9              860.4

Investments                                                                            165.1              117.7

Other Assets                                                                            49.4               44.6

Discontinued Operations                                                                    -                2.2
-------------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                        $1,400.9           $1,398.8
-------------------------------------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES

Current Liabilities
     Accounts Payable                                                               $   27.8           $   44.7
     Accrued Taxes                                                                      17.9               19.1
     Accrued Interest                                                                    4.8                7.4
     Long-Term Debt Due Within One Year                                                  1.7                2.7
     Deferred Profit on Sales of Real Estate                                             9.5                8.6
     Other                                                                              20.9               24.2
     Discontinued Operations                                                               -               13.0
-------------------------------------------------------------------------------------------------------------------

        Total Current Liabilities                                                       82.6              119.7

Long-Term Debt                                                                         385.2              387.8

Deferred Income Taxes                                                                  134.3              138.4

Other Liabilities                                                                      147.0              144.1

Minority Interest                                                                        6.0                6.0
-------------------------------------------------------------------------------------------------------------------

        Total Liabilities                                                              755.1              796.0
-------------------------------------------------------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES
-------------------------------------------------------------------------------------------------------------------

SHAREHOLDERS' EQUITY

Common Stock Without Par Value, 43.3 Shares Authorized,
     30.4 and 30.1 Shares Outstanding                                                  435.0              421.1

Unearned ESOP Shares                                                                   (73.5)             (77.6)

Accumulated Other Comprehensive Loss                                                   (12.2)             (12.8)

Retained Earnings                                                                      296.5              272.1
-------------------------------------------------------------------------------------------------------------------

        Total Shareholders' Equity                                                     645.8              602.8
-------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                          $1,400.9           $1,398.8
-------------------------------------------------------------------------------------------------------------------

                             The accompanying notes are an integral part of these statements.


                      ALLETE Third Quarter 2006 Form 10-Q                      4



                                                        ALLETE
                                            CONSOLIDATED STATEMENT OF INCOME
                                     MILLIONS EXCEPT PER SHARE AMOUNTS - UNAUDITED


                                                                   QUARTER ENDED               NINE MONTHS ENDED
                                                                   SEPTEMBER 30,                 SEPTEMBER 30,
                                                               2006            2005           2006           2005
-------------------------------------------------------------------------------------------------------------------
                                                                                               
OPERATING REVENUE                                             $199.1          $177.4         $569.9         $545.1
-------------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES
     Fuel and Purchased Power                                   79.5            65.4          211.9          201.9
     Operating and Maintenance                                  68.7            67.4          220.0          211.8
     Kendall County Charge                                         -               -              -           77.9
     Depreciation                                               12.2            11.9           36.6           35.7
-------------------------------------------------------------------------------------------------------------------

         Total Operating Expenses                              160.4           144.7          468.5          527.3
-------------------------------------------------------------------------------------------------------------------

OPERATING INCOME FROM CONTINUING OPERATIONS                     38.7            32.7          101.4           17.8
-------------------------------------------------------------------------------------------------------------------

OTHER INCOME (EXPENSE)
     Interest Expense                                           (7.3)           (6.6)         (20.1)         (20.1)
     Other                                                       3.7             0.4            8.8           (2.3)
-------------------------------------------------------------------------------------------------------------------

         Total Other Expense                                    (3.6)           (6.2)         (11.3)         (22.4)
-------------------------------------------------------------------------------------------------------------------

INCOME (LOSS) FROM CONTINUING OPERATIONS
     BEFORE MINORITY INTEREST AND INCOME TAXES                  35.1            26.5           90.1           (4.6)

MINORITY INTEREST                                                1.1             1.0            3.2            2.4
-------------------------------------------------------------------------------------------------------------------

INCOME (LOSS) FROM CONTINUING OPERATIONS
     BEFORE INCOME TAXES                                        34.0            25.5           86.9           (7.0)

INCOME TAX EXPENSE (BENEFIT)                                    12.1             9.7           32.6           (0.4)
-------------------------------------------------------------------------------------------------------------------

INCOME (LOSS) FROM CONTINUING OPERATIONS                        21.9            15.8           54.3           (6.6)

LOSS FROM DISCONTINUED OPERATIONS - NET OF TAX                  (0.1)           (0.6)          (0.5)          (1.1)
-------------------------------------------------------------------------------------------------------------------

NET INCOME (LOSS)                                             $ 21.8          $ 15.2         $ 53.8         $ (7.7)
-------------------------------------------------------------------------------------------------------------------

AVERAGE SHARES OF COMMON STOCK
     Basic                                                      27.8            27.4           27.7           27.3
     Diluted                                                    27.9            27.5           27.8           27.3
-------------------------------------------------------------------------------------------------------------------

BASIC EARNINGS (LOSS) PER SHARE OF COMMON STOCK
     Continuing Operations                                     $0.78           $0.58          $1.96         $(0.24)
     Discontinued Operations                                       -           (0.02)         (0.02)         (0.04)
-------------------------------------------------------------------------------------------------------------------

                                                               $0.78           $0.56          $1.94         $(0.28)
-------------------------------------------------------------------------------------------------------------------

DILUTED EARNINGS (LOSS) PER SHARE OF COMMON STOCK
     Continuing Operations                                     $0.78           $0.58          $1.95         $(0.24)
     Discontinued Operations                                       -           (0.02)         (0.02)         (0.04)
-------------------------------------------------------------------------------------------------------------------

                                                               $0.78           $0.56          $1.93         $(0.28)
-------------------------------------------------------------------------------------------------------------------

DIVIDENDS PER SHARE OF COMMON STOCK                          $0.3625         $0.3150        $1.0875        $0.9300
-------------------------------------------------------------------------------------------------------------------

                          The accompanying notes are an integral part of these statements.



5                     ALLETE Third Quarter 2006 Form 10-Q




                                                         ALLETE
                                          CONSOLIDATED STATEMENT OF CASH FLOWS
                                                  MILLIONS - UNAUDITED


                                                                                         NINE MONTHS ENDED
                                                                                           SEPTEMBER 30,
                                                                                   2006                   2005
-------------------------------------------------------------------------------------------------------------------
                                                                                                   
OPERATING ACTIVITIES
     Net Income (Loss)                                                            $ 53.8                 $  (7.7)
     Loss from Discontinued Operations                                               0.5                     1.1
     Income from Equity Investments                                                 (0.2)                      -
     Loss on Impairment of Investments                                                 -                     5.1
     Depreciation                                                                   36.6                    35.7
     Deferred Income Taxes                                                          19.3                   (37.5)
     Minority Interest                                                               3.2                     2.4
     Stock Compensation Expense                                                      1.4                     1.1
     Bad Debt Expense                                                                0.4                     0.8
     Changes in Operating Assets and Liabilities
       Accounts Receivable                                                          17.3                    18.5
       Inventories                                                                 (10.0)                   (3.8)
       Prepayments and Other                                                         0.2                    (0.6)
       Accounts Payable                                                            (13.5)                   (7.3)
       Other Current Liabilities                                                    (6.3)                    4.3
     Other Assets                                                                   (4.8)                    5.9
     Other Liabilities                                                               5.7                     9.1
     Net Operating Activities for Discontinued Operations                          (13.1)                   (6.4)
-------------------------------------------------------------------------------------------------------------------

         Cash from Operating Activities                                             90.5                    20.7
-------------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
     Proceeds from Sale of Available-For-Sale Securities                           483.9                   323.5
     Payments for Purchase of Available-For-Sale Securities                       (488.6)                 (241.0)
     Changes to Investments                                                        (35.3)                   (5.0)
     Additions to Property, Plant and Equipment                                    (53.3)                  (37.1)
     Other                                                                         (10.5)                   (2.2)
     Net Investing Activities from (for) Discontinued Operations                     2.2                    (4.2)
-------------------------------------------------------------------------------------------------------------------

         Cash from (for) Investing Activities                                     (101.6)                   34.0
-------------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
     Issuance of Common Stock                                                       12.5                    17.0
     Issuance of Long-Term Debt                                                     77.8                    35.0
     Payments of Long-Term Debt                                                    (81.4)                  (36.4)
     Dividends on Common Stock and Distributions to Minority Shareholders          (32.6)                  (24.9)
     Net Decrease in Book Overdrafts                                                (3.4)                      -
     Net Financing Activities for Discontinued Operations                              -                    (0.1)
-------------------------------------------------------------------------------------------------------------------

         Cash for Financing Activities                                             (27.1)                   (9.4)
-------------------------------------------------------------------------------------------------------------------

CHANGE IN CASH AND CASH EQUIVALENTS                                                (38.2)                   45.3

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                89.6                    46.1
-------------------------------------------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                        $ 51.4                 $  91.4
-------------------------------------------------------------------------------------------------------------------

SUPPLEMENTAL CASH FLOW INFORMATION
     Cash Paid During the Period for
       Interest - Net of Amounts Capitalized                                       $32.9                   $28.5
       Income Taxes                                                                $41.2                   $23.9
-------------------------------------------------------------------------------------------------------------------

 Included $1.2 million of cash from Discontinued Operations at December 31, 2004.

                           The accompanying notes are an integral part of these statements.


                       ALLETE Third Quarter 2006 Form 10-Q                     6


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited consolidated financial statements and notes should be
read in  conjunction  with our 2005 Form 10-K. In our opinion,  all  adjustments
necessary for a fair statement of the results for the interim  periods have been
made.  The  results  of  operations  for an interim  period are not  necessarily
indicative of the results to be expected for the full year.



NOTE 1.    OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Certain  reclassifications  have been made to prior years' amounts to conform to
current  year  classifications.  We revised our  Consolidated  Statement of Cash
Flows for the nine months ended  September  30, 2005, to reconcile Net Income to
Cash from Operating Activities. Previously, we reconciled Income from Continuing
Operations to Cash from Operating Activities.  In addition, we have reclassified
certain  amounts in our balance  sheet,  statement of income,  statement of cash
flows and segment information to reflect  discontinued  operations treatment for
our  telecommunications   business,  which  we  sold  in  December  2005.  These
reclassifications  had no effect on previously reported consolidated net income,
shareholders' equity, comprehensive income or cash flows.

INVENTORIES.  Inventories  are  stated at the lower of cost or  market.  Cost is
determined by the average cost method.



                                          SEPTEMBER 30,          DECEMBER 31,
INVENTORIES                                   2006                   2005
--------------------------------------------------------------------------------
MILLIONS
                                                           
Fuel                                          $19.2                  $11.0
Materials and Supplies                         23.9                   22.1
--------------------------------------------------------------------------------

Total Inventories                             $43.1                  $33.1
--------------------------------------------------------------------------------


STOCK-BASED COMPENSATION EXPENSE. Effective January 1, 2006, we adopted the fair
value  recognition  provisions of SFAS 123R,  "Share-Based  Payment,"  using the
modified  prospective   transition  method.  Under  this  method,  we  recognize
compensation expense for all share-based payments granted after January 1, 2006,
and those granted  prior to but not yet vested as of January 1, 2006.  Under the
fair  value  recognition  provisions  of SFAS  123R,  we  recognize  stock-based
compensation net of an estimated forfeiture rate and only recognize compensation
expense for those shares  expected to vest over the required  service  period of
the award.  Prior to our  adoption of SFAS 123R,  we accounted  for  share-based
payments under Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" and related interpretations.

STOCK INCENTIVE PLAN. Under our Executive Long-Term Incentive Compensation Plan,
share-based  awards may be issued to  employees  via a broad  range of  methods,
including  non-qualified  and  incentive  stock  options,   performance  shares,
performance units, restricted stock, stock appreciation rights and other awards.
There are 3.2 million  shares of common stock  reserved  for issuance  under the
plan,  with 1.5 million of these shares  available  for issuance as of September
30,  2006.  We  currently  have  the  following  types  of  share-based   awards
outstanding:

     NON-QUALIFIED STOCK OPTIONS. The options allow for the purchase  of  shares
     of common stock at a price equal to the market value of our common stock at
     the date of grant. Options become exercisable  beginning one year after the
     grant date, with one-third vesting each year over three years.  Options may
     be exercised up to ten years  following  the date of grant.  In the case of
     qualified retirement, death or disability, options vest immediately and the
     period over which the options can be exercised is shortened. Employees have
     up to three months to exercise vested options upon voluntary termination or
     involuntary  termination  without  cause.  All options are  cancelled  upon
     termination  for  cause.  All  options  vest  immediately  upon a change of
     control, as defined in the award agreement.  We determine the fair value of
     options using the  Black-Scholes  option-pricing  model. The estimated fair
     value of  options,  including  the  effect  of  estimated  forfeitures,  is
     recognized as expense on the straight-line  basis over the options' vesting
     periods.

7                       ALLETE Third Quarter 2006 Form 10-Q


NOTE 1.    OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

     The following  assumptions were used in determining the fair value of stock
     options   granted  during  the  first  nine  months  of  2006,   under  the
     Black-Scholes option-pricing model:



                                                                   2006
    ----------------------------------------------------------------------------
                                                              
     Risk-Free Interest Rate                                        4.5%
     Expected Life                                               5 Years
     Expected Volatility                                             20%
     Dividend Growth Rate                                             5%
    ----------------------------------------------------------------------------


     The risk-free  interest rate for periods within the contractual life of the
     option  is based on the U.S.  Treasury  yield  curve in effect at the grant
     date.  Expected volatility is based on the historic volatility of our stock
     and the stock of our peer group  companies.  We utilize  historical  option
     exercise  and  employee  termination  data to  estimate  the  option  life.
     Dividend growth rate is based upon historic growth rates in our dividends.

     PERFORMANCE  SHARES.  Under these  awards,  the number of shares  earned is
     contingent upon attaining  specific  performance  targets over a three-year
     performance  period.  In  the  case  of  qualified  retirement,   death  or
     disability  during a performance  period,  a pro-rata  portion of the award
     will be earned at the  conclusion  of the  performance  period based on the
     performance  goals  achieved.  In the case of termination of employment for
     any reason other than qualified retirement,  death or disability,  no award
     will be earned. If there is a change in control,  a pro-rata portion of the
     award will be paid based on the  greater  of actual  performance  up to the
     date of the  change in  control  or target  performance.  The fair value of
     these awards is equal to the grant date fair value which is estimated based
     upon the assumed  share-based  payment  three years from the date of grant.
     Compensation  cost is recognized  over the  three-year  performance  period
     based on our  estimate of the number of shares  which will be earned by the
     award recipients.

EMPLOYEE  STOCK  PURCHASE PLAN (ESPP).  Under our ESPP,  eligible  employees may
purchase  ALLETE  common stock at a 5 percent  discount  from the market  price.
Because the discount is not greater than 5 percent,  we are not required by SFAS
123R to apply fair value accounting to these awards.

RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN (RSOP).  Shares held in our RSOP are
excluded from SFAS 123R and are  accounted  for in accordance  with the American
Institute  of  Certified  Public  Accountants'  Statement  of Position No. 93-6,
"Employers' Accounting for Employee Stock Ownership Plans."

The following  share-based  compensation  expense amounts were recognized in our
consolidated statement of income for the periods presented since our adoption of
SFAS 123R.



                                                                     QUARTER ENDED              NINE MONTHS ENDED
                                                                     SEPTEMBER 30,                SEPTEMBER 30,
SHARE-BASED COMPENSATION EXPENSE                                         2006                         2006
-------------------------------------------------------------------------------------------------------------------
MILLIONS
                                                                                          
Stock Options                                                             $0.2                        $0.6
Performance Shares                                                         0.2                         0.8
-------------------------------------------------------------------------------------------------------------------

Total Share-Based Compensation Expense                                    $0.4                        $1.4
-------------------------------------------------------------------------------------------------------------------

Income Tax Benefit                                                        $0.2                        $0.6
-------------------------------------------------------------------------------------------------------------------


There  were  no  significant  capitalized  stock-based   compensation  costs  at
September 30, 2006.

As of September 30, 2006, the total  compensation  cost for nonvested awards not
yet  recognized in our  statements  of income was $1.8  million.  This amount is
expected to be recognized over a weighted-average period of 1.23 years.

                       ALLETE Third Quarter 2006 Form 10-Q                     8



NOTE 1.    OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The following  table presents the pro forma effect of  stock-based  compensation
had we applied the  provisions of SFAS 123 for the quarter and nine months ended
September 30, 2005.



                                                                     QUARTER ENDED              NINE MONTHS ENDED
PRO FORMA EFFECT OF SFAS 123                                         SEPTEMBER 30,               SEPTEMBER 30,
ACCOUNTING FOR STOCK-BASED COMPENSATION                                  2005                         2005
-------------------------------------------------------------------------------------------------------------------
MILLIONS EXCEPT PER SHARE AMOUNTS
                                                                                          
Net Income (Loss)
   As Reported                                                           $15.2                        $(7.7)
   Plus: Employee Stock Compensation Expense
         Included in Net Loss - Net of Tax                                 0.5                          1.1
   Less: Employee Stock Compensation Expense
         Determined Under SFAS 123 - Net of Tax                            0.5                          1.2
-------------------------------------------------------------------------------------------------------------------

   Pro Forma Net Income (Loss)                                           $15.2                        $(7.8)
-------------------------------------------------------------------------------------------------------------------

Basic Earnings (Loss) Per Share
     As Reported                                                         $0.56                       $(0.28)
     Pro Forma                                                           $0.56                       $(0.29)

Diluted Earnings (Loss) Per Share
     As Reported                                                         $0.56                       $(0.28)
     Pro Forma                                                           $0.56                       $(0.29)
-------------------------------------------------------------------------------------------------------------------


In the previous table, the expense  determined under SFAS 123 for employee stock
options granted was calculated using the Black-Scholes option-pricing model with
the following assumptions:



                                                                                                      2005
-------------------------------------------------------------------------------------------------------------------
                                                                                                 
Risk-Free Interest Rate                                                                                3.7%
Expected Life                                                                                       5 Years
Expected Volatility                                                                                     20%
Dividend Growth Rate                                                                                     5%
-------------------------------------------------------------------------------------------------------------------


The following table presents information regarding our outstanding stock options
for the nine months ended September 30, 2006.



                                                                                                 WEIGHTED-AVERAGE
                                                       WEIGHTED-AVERAGE         AGGREGATE            REMAINING
                                        NUMBER OF          EXERCISE             INTRINSIC           CONTRACTUAL
                                         SHARES              PRICE                VALUE                TERM
------------------------------------------------------------------------------------------------------------------
                                                                                MILLIONS
                                                                                     
Outstanding at December 31, 2005          357,827           $34.29                 $3.5              7.4 years
Granted                                   115,653           $44.15
Exercised                                 (26,798)          $26.27
Forfeited or Expired                       (6,233)          $38.25
------------------------------------------------------------------------------------------------------------------

Outstanding at September 30, 2006         440,449           $37.31                 $2.8              7.4 years
------------------------------------------------------------------------------------------------------------------

Exercisable at September 30, 2006         240,738           $33.15                 $2.5              6.4 years
------------------------------------------------------------------------------------------------------------------


The  weighted-average  grant-date  fair value of options  was $6.49 for the nine
months ended  September 30, 2006.  The  intrinsic  value of a stock award is the
amount by which the fair value of the  underlying  stock  exceeds  the  exercise
price of the award.  The total  intrinsic  value of options  exercised  was $0.5
million during the nine months ended September 30, 2006.

9                      ALLETE Third Quarter 2006 Form 10-Q


NOTE 1.    OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The following  table presents  information  regarding our nonvested  performance
shares for the nine months ended September 30, 2006.



                                                                                                 WEIGHTED-AVERAGE
                                                                                NUMBER OF           GRANT DATE
                                                                                 SHARES             FAIR VALUE
-------------------------------------------------------------------------------------------------------------------
                                                                                           
Nonvested at December 31, 2005                                                   97,884                $38.63
Granted                                                                          26,358                $43.93
Awarded                                                                         (49,076)               $37.76
Forfeited                                                                        (1,819)               $39.51
-------------------------------------------------------------------------------------------------------------------

Nonvested at September 30, 2006                                                  73,347                $41.10
-------------------------------------------------------------------------------------------------------------------


NEW ACCOUNTING  STANDARDS.  FSP INTERPRETATION  NO. 46(R)-6.  In April 2006, the
FASB  issued  Staff  Position  Interpretation  No.  46(R)-6,   "Determining  the
Variability  to Be Considered in Applying  FASB  Interpretation  No. 46(R)" (FSP
Interpretation  No.  46(R)-6).  This  FSP  addresses  how an  enterprise  should
determine the variability to be considered in applying FASB  Interpretation  No.
46,  "Consolidation of Variable Interest Entities"  (Interpretation  No. 46(R)).
The variability that is considered in applying  Interpretation No. 46(R) affects
the  determination  of: (a)  whether  the entity is a variable  interest  entity
(VIE); (b) which interests are variable  interests in the entity;  and (c) which
party, if any, is the primary  beneficiary of the VIE. This FSP provides a guide
for the qualitative analysis of the design of the entity and clarifying guidance
to assist in determining the variability to consider in applying  Interpretation
No. 46(R),  determining which interests are variable  interests,  and ultimately
determining which variable interest holder, if any, is the primary beneficiary.

FSP  Interpretation  No. 46(R)-6 is applied  prospectively  to all entities with
which the Company first becomes involved and to all entities previously required
to be analyzed under  Interpretation No. 46(R) when a reconsideration  event has
occurred, effective as of the first day of the first reporting period after June
15, 2006.  We have and will continue to evaluate the impact of this new guidance
on any new  contracts or any changes to existing  contracts  executed  after the
effective date to determine the  applicability of this FSP. The adoption of this
FSP did not have an impact on our financial  position,  results of operations or
cash flows.

INTERPRETATION  NO. 48. In June 2006,  the FASB  issued  Interpretation  No. 48,
"Accounting  for  Uncertainty  in  Income  Taxes  - an  Interpretation  of  FASB
Statement No. 109" (Interpretation No. 48).  Interpretation No. 48 clarifies the
accounting for uncertain tax positions in accordance with SFAS 109,  "Accounting
for Income  Taxes."  Pursuant  to  Interpretation  No. 48, the  Company  will be
required to recognize in its financial  statements  the largest tax benefit of a
tax  position  that is  "more-likely-than-not"  to be  sustained  on audit based
solely on the technical  merits of the position as of the reporting  date.  Only
tax positions that meet the "more-likely-than-not" threshold at that date may be
recognized. The term  "more-likely-than-not"  means a likelihood of more than 50
percent.  Interpretation  No.  48  also  provides  guidance  on  new  disclosure
requirements,  reporting  and accrual of interest and  penalties,  accounting in
interim  periods and  transition.  The cumulative  effect of initially  applying
Interpretation No. 48 will be recognized as a change in accounting  principle as
of the date of adoption.  We have begun to evaluate the impact of applying  this
interpretation  as of January 1, 2007, the effective date of the  interpretation
for the  Company.  We do not  expect  Interpretation  No. 48 to have a  material
impact on our financial position, results of operation or cash flows.

SFAS 157. In September 2006, the FASB issued SFAS 157, "Fair Value Measurements"
(SFAS 157), to increase consistency and comparability in fair value measurements
by defining fair value,  establishing  a framework  for measuring  fair value in
generally accepted accounting  principles,  and expanding disclosures about fair
value measurements.  The Statement  emphasizes that fair value is a market-based
measurement,  not an  entity-specific  measurement.  It clarifies  the extent to
which fair  value is used to measure  recognized  assets  and  liabilities,  the
inputs  used to  develop  the  measurements,  and the  effect of  certain of the
measurements  on earnings for the period.  SFAS 157 is effective  for  financial
statements  issued for fiscal years  beginning after November 15, 2007, and will
be applied on a prospective  basis. We are currently  evaluating the effect that
the  adoption  of SFAS 157  will  have on our  financial  position,  results  of
operations and cash flows.

                       ALLETE Third Quarter 2006 Form 10-Q                    10



NOTE 1.    OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

SFAS 158. In September  2006, the FASB issued SFAS 158,  "Employers'  Accounting
for Defined Benefit Pension and Other Postretirement Plans" (SFAS 158). SFAS 158
requires that  employers  recognize on a prospective  basis the funded status of
their  defined  benefit  pension  and  other   postretirement   plans  on  their
consolidated  balance sheet and recognize as a component of other  comprehensive
income,  net of tax, the gains or losses and prior service costs or credits that
arise  during  the  period  but that are not  recognized  as  components  of net
periodic  benefit cost.  SFAS 158 also requires  additional  disclosures  in the
notes to financial  statements.  SFAS 158 is  effective  for fiscal years ending
after  December 15, 2006. We are  currently  assessing the impact of SFAS 158 on
our consolidated financial statements. We do not anticipate that the adoption of
SFAS 158 will affect compliance with our debt covenants.

Based on the funded  status of our defined  benefit  pension and  postretirement
medical  plans as of December 31, 2005, we would be required to increase our net
liabilities  for  pension  and   postretirement   medical  benefits  and  reduce
shareholders'  equity  by  approximately  $80  million,  net  of  taxes,  on our
consolidated  balance  sheet.  This  estimate may vary from the actual impact of
implementing  SFAS 158. The ultimate  amounts recorded are highly dependent on a
number of  assumptions,  including the discount  rates in effect at December 31,
2006,  the  actual  rate of return on our  pension  assets  for 2006 and the tax
effects  of  the  adjustment.  Changes  in  these  assumptions  since  our  last
measurement  date could increase or decrease the expected impact of implementing
SFAS 158 in our consolidated financial statements at December 31, 2006.


NOTE 2.    BUSINESS SEGMENTS

Financial  results by segment for the  periods  presented  were  impacted by the
integration of our Taconite Harbor  facility into the Regulated  Utility segment
effective  January  1,  2006.  The  redirection  of  Taconite  Harbor  from  our
Nonregulated  Energy Operations  segment to our Regulated Utility segment was in
accordance with the Company's  Resource Plan, as approved by the MPUC. Under the
terms of our Resource Plan, we have operated the Taconite  Harbor  facility as a
rate-based asset within the Minnesota retail  jurisdiction  effective January 1,
2006.  Prior to January 1, 2006,  we operated  our Taconite  Harbor  facility as
nonregulated  generation  (non-rate base generation  sold at market-based  rates
primarily to the wholesale  market).  Historical  financial  results of Taconite
Harbor for periods  prior to the  redirection  are included in our  Nonregulated
Energy Operations segment.

Effective the third quarter of 2006, financial results for our equity investment
in ATC have been reported as a separate segment. ATC is a Wisconsin-based public
utility  that  owns  and  maintains  electric  transmission  assets  in parts of
Wisconsin,  Michigan,  Minnesota and Illinois. ATC provides transmission service
under rates  regulated by the FERC that are set to further the FERC's  policy of
establishing  the  independent  operation and ownership of, and  investment  in,
transmission facilities. (See Note 13.)


11                      ALLETE Third Quarter 2006 Form 10-Q


NOTE 2.    BUSINESS SEGMENTS (CONTINUED)



                                                                         ENERGY
                                                         --------------------------------------
                                                                     NONREGULATED
                                                          REGULATED     ENERGY      INVESTMENT      REAL
                                         CONSOLIDATED      UTILITY    OPERATIONS      IN ATC       ESTATE       OTHER
-----------------------------------------------------------------------------------------------------------------------
MILLIONS
                                                                                              
FOR THE QUARTER ENDED
SEPTEMBER 30, 2006

Operating Revenue                           $199.1         $168.1        $15.9            -        $15.1            -
Fuel and Purchased Power                      79.5           79.5            -            -            -            -
Operating and Maintenance                     68.7           49.7         13.6            -          4.9        $ 0.5
Depreciation Expense                          12.2           11.1          1.0            -          0.1            -
-----------------------------------------------------------------------------------------------------------------------

Operating Income (Loss) from
    Continuing Operations                     38.7           27.8          1.3            -         10.1         (0.5)
Interest Expense                              (7.3)          (5.0)        (1.0)           -            -         (1.3)
Other Income                                   3.7            0.1          0.9         $1.0            -          1.7
-----------------------------------------------------------------------------------------------------------------------

Income (Loss) from Continuing  Operations
    Before Minority Interest
    and Income Taxes                          35.1           22.9          1.2          1.0         10.1         (0.1)
Minority Interest                              1.1              -            -            -          1.1            -
-----------------------------------------------------------------------------------------------------------------------

Income (Loss) from Continuing  Operations
    Before Income Taxes                       34.0           22.9          1.2          1.0          9.0         (0.1)
Income Tax Expense (Benefit)                  12.1            9.2          0.1          0.4          3.9         (1.5)
-----------------------------------------------------------------------------------------------------------------------

Income from Continuing Operations             21.9         $ 13.7        $ 1.1         $0.6         $5.1        $ 1.4
                                                         --------------------------------------------------------------

Loss from
    Discontinued Operations - Net of Tax      (0.1)
-----------------------------------------------------

Net Income                                  $ 21.8
-----------------------------------------------------


FOR THE QUARTER ENDED
SEPTEMBER 30, 2005

Operating Revenue                           $177.4         $137.4        $28.7            -        $11.2        $ 0.1
Fuel and Purchased Power                      65.4           58.9          6.5            -            -            -
Operating and Maintenance                     67.4           47.0         16.6            -          2.8          1.0
Depreciation Expense                          11.9            9.9          1.9            -          0.1            -
-----------------------------------------------------------------------------------------------------------------------

Operating Income (Loss) from
    Continuing Operations                     32.7           21.6          3.7            -          8.3         (0.9)
Interest Expense                              (6.6)          (4.3)        (1.8)           -         (0.1)        (0.4)
Other Income                                   0.4              -          0.1            -            -          0.3
-----------------------------------------------------------------------------------------------------------------------

Income (Loss) from Continuing Operations
    Before Minority Interest
    and Income Taxes                          26.5           17.3          2.0            -          8.2         (1.0)
Minority Interest                              1.0              -            -            -          1.0            -
-----------------------------------------------------------------------------------------------------------------------

Income (Loss) from Continuing Operations
    Before Income Taxes                       25.5           17.3          2.0            -          7.2         (1.0)
Income Tax Expense (Benefit)                   9.7            6.7          0.4            -          3.2         (0.6)
-----------------------------------------------------------------------------------------------------------------------

Income (Loss) from Continuing Operations      15.8         $ 10.6        $ 1.6            -         $4.0        $(0.4)
                                                         --------------------------------------------------------------
Loss from
    Discontinued Operations - Net of Tax      (0.6)
-----------------------------------------------------

Net Income                                  $ 15.2
-----------------------------------------------------


                       ALLETE Third Quarter 2006 Form 10-Q                    12




NOTE 2.    BUSINESS SEGMENTS (CONTINUED)



                                                                         ENERGY
                                                         --------------------------------------
                                                                     NONREGULATED
                                                          REGULATED     ENERGY      INVESTMENT      REAL
                                         CONSOLIDATED      UTILITY    OPERATIONS      IN ATC       ESTATE       OTHER
-----------------------------------------------------------------------------------------------------------------------
MILLIONS
                                                                                            
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2006

Operating Revenue                           $569.9         $477.0        $48.7            -        $44.0       $ 0.2
Fuel and Purchased Power                     211.9          211.9            -            -            -           -
Operating and Maintenance                    220.0          162.7         41.8            -         13.2         2.3
Depreciation Expense                          36.6           33.3          3.1            -          0.1         0.1
-----------------------------------------------------------------------------------------------------------------------

Operating Income (Loss) from
    Continuing Operations                    101.4           69.1          3.8            -         30.7        (2.2)
Interest Expense                             (20.1)         (15.0)        (2.0)           -            -        (3.1)
Other Income                                   8.8            0.6          1.2         $1.0            -         6.0
-----------------------------------------------------------------------------------------------------------------------

Income from Continuing Operations
    Before Minority Interest
    and Income Taxes                          90.1           54.7          3.0          1.0         30.7         0.7
Minority Interest                              3.2              -            -            -          3.2           -
-----------------------------------------------------------------------------------------------------------------------

Income from Continuing Operations
    Before Income Taxes                       86.9           54.7          3.0          1.0         27.5         0.7
Income Tax Expense (Benefit)                  32.6           21.2          0.1          0.4         11.8        (0.9)
-----------------------------------------------------------------------------------------------------------------------

Income from Continuing Operations             54.3         $ 33.5        $ 2.9         $0.6        $15.7       $ 1.6
                                                         --------------------------------------------------------------
Loss from
    Discontinued Operations - Net of Tax      (0.5)
-----------------------------------------------------

Net Income                                  $ 53.8
-----------------------------------------------------

AT SEPTEMBER 30, 2006

Total Assets                              $1,400.9       $1,009.9        $78.9        $35.2        $84.9      $192.0
Property, Plant and Equipment - Net         $877.9         $822.6        $50.5            -            -        $4.8
Accumulated Depreciation                    $816.5         $775.9        $39.0            -            -        $1.6
Capital Expenditures                         $53.3          $52.5         $0.8            -            -           -


FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2005

Operating Revenue                           $545.1         $422.8       $ 83.1            -        $38.9       $ 0.3
Fuel and Purchased Power                     201.9          182.1         19.8            -            -           -
Operating and Maintenance                    211.8          147.5         49.3            -         12.3         2.7
Kendall County Charge                         77.9              -         77.9            -            -           -
Depreciation Expense                          35.7           29.5          6.0            -          0.1         0.1
-----------------------------------------------------------------------------------------------------------------------

Operating Income (Loss) from
    Continuing Operations                     17.8           63.7        (69.9)           -         26.5        (2.5)
Interest Expense                             (20.1)         (13.0)        (4.7)           -         (0.3)       (2.1)
Other Income (Expense)                        (2.3)           0.4          0.3            -            -        (3.0)
-----------------------------------------------------------------------------------------------------------------------

Income (Loss) from Continuing Operations
    Before Minority Interest
    and Income Taxes                          (4.6)          51.1        (74.3)           -         26.2        (7.6)
Minority Interest                              2.4              -            -            -          2.4           -
-----------------------------------------------------------------------------------------------------------------------

Income (Loss) from Continuing Operations
    Before Income Taxes                       (7.0)          51.1        (74.3)           -         23.8        (7.6)
Income Tax Expense (Benefit)                  (0.4)          19.8        (27.0)           -         10.1        (3.3)
-----------------------------------------------------------------------------------------------------------------------

Income (Loss) from Continuing Operations      (6.6)        $ 31.3       $(47.3)           -        $13.7       $(4.3)
                                                         --------------------------------------------------------------
Loss from
    Discontinued Operations - Net of Tax      (1.1)
-----------------------------------------------------

Net Loss                                    $ (7.7)
-----------------------------------------------------

AT SEPTEMBER 30, 2005

Total Assets                              $1,373.6     $899.6       $183.4            -        $77.1       $166.4
Property, Plant and Equipment - Net         $852.0         $729.5       $117.6            -            -         $4.9
Accumulated Depreciation                    $789.2         $742.7        $45.0            -            -         $1.5
Capital Expenditures                         $40.4      $31.1         $6.0            -            -            -

-----------------------------------------------------------------------------------------------------------------------

   Discontinued  Operations  represented  $47.1 million of total assets and $3.3 million  of  capital  expenditures
       in 2005.




13                     ALLETE Third Quarter 2006 Form 10-Q



NOTE 3.    INVESTMENTS

SHORT-TERM  INVESTMENTS.  At September  30, 2006 and December 31, 2005,  we held
$121.6  million and $116.9  million,  respectively,  of short-term  investments,
consisting  of auction rate bonds and variable  rate demand notes  classified as
available-for-sale  securities. Our investments in these securities are recorded
at fair market value because the variable  interest  rates for these  securities
typically reset every 7 to 35 days. Despite the long-term nature of their stated
contractual  maturities,   we  have  the  ability  to  quickly  liquidate  these
securities.  As a result,  we had no cumulative gross  unrealized  holding gains
(losses) or gross realized gains (losses) from our short-term  investments.  All
income  generated  from these  short-term  investments  was recorded as interest
income.

LONG-TERM  INVESTMENTS.  At September  30, 2006,  Investments  included the real
estate  assets of ALLETE  Properties,  our  investment  in ATC,  debt and equity
securities  consisting  primarily of securities held to fund employee  benefits,
and our emerging technology investments.

We account  for our  investment  in ATC under the equity  method of  accounting,
pursuant  to EITF  03-16,  "Accounting  for  Investments  in  Limited  Liability
Companies,"  which  requires  the use of the  equity  method of  accounting  for
investments in all limited liability companies.




                                                                         SEPTEMBER 30,               DECEMBER 31,
INVESTMENTS                                                                   2006                       2005
------------------------------------------------------------------------------------------------------------------
MILLIONS
                                                                                               
Real Estate Assets                                                           $ 84.9                     $ 73.7
Debt and Equity Securities                                                     35.9                       34.8
Investment in ATC (See Note 13)                                                35.2                          -
Emerging Technology Investments                                                 9.1                        9.2
------------------------------------------------------------------------------------------------------------------

Total Investments                                                            $165.1                     $117.7
------------------------------------------------------------------------------------------------------------------






                                                                        NINE MONTHS ENDED             YEAR ENDED
                                                                         SEPTEMBER 30,               DECEMBER 31,
REAL ESTATE ASSETS                                                            2006                       2005
------------------------------------------------------------------------------------------------------------------
MILLIONS
                                                                                               
Land Held for Sale Beginning Balance                                          $48.0                      $47.2
    Additions during period: Capitalized Improvements                          11.1                        9.4
                             Purchases                                          1.4                          -
    Deductions during period: Cost of Real Estate Sold                         (7.4)                      (8.6)
------------------------------------------------------------------------------------------------------------------

Land Held for Sale Ending Balance                                              53.1                       48.0
Long-Term Finance Receivables                                                  16.5                        7.4
Other                                                                      15.3                       18.3
------------------------------------------------------------------------------------------------------------------

Total Real Estate Assets                                                      $84.9                      $73.7
------------------------------------------------------------------------------------------------------------------

  Consisted primarily of a shopping center.



Finance  receivables have maturities ranging up to seven years,  accrue interest
at market-based  rates and are net of an allowance for doubtful accounts of $0.4
million at September 30, 2006 ($0.6 million at December 31, 2005).


NOTE 4.    SHORT-TERM AND LONG-TERM DEBT

In January  2006, we renewed,  increased  and extended a committed,  syndicated,
unsecured   revolving   credit   facility  (Line)  with  LaSalle  Bank  National
Association, as Agent, for $150 million ($100 million at December 31, 2005). The
Line  matures on January 11,  2011,  and  requires an annual  commitment  fee of
0.125%.  At our  request  and  subject  to certain  conditions,  the Line may be
increased to $200 million and extended for two additional 12-month periods.  The
Line may be used for general  corporate  purposes  and working  capital,  and to
provide  liquidity in support of our  commercial  paper  program.  We may prepay
amounts outstanding under the Line in whole or in part at our discretion without
premium or penalty.  Additionally,  we may  irrevocably  terminate or reduce the
size of the Line prior to maturity  without  premium or  penalty.  No funds were
drawn under this Line at September 30, 2006.



                       ALLETE Third Quarter 2006 Form 10-Q                    14



NOTE 4.    SHORT-TERM AND LONG-TERM DEBT (CONTINUED)

In March  2006,  we issued $50  million in  principal  amount of First  Mortgage
Bonds, 5.69% Series due March 1, 2036.  Proceeds were used to redeem $50 million
in principal amount of First Mortgage Bonds, 7% Series due March 1, 2008.

In July 2006, the Collier County Industrial  Development Authority (Authority or
Issuer)  issued $27.8  million of  Industrial  Development  Variable Rate Demand
Refunding  Revenue  Bonds  Series 2006 due 2025  (Refunding  Bonds) on behalf of
ALLETE.  The  interest  rate on these  bonds was 3.79% at  September  30,  2006.
Pursuant to a financing  agreement  between the Authority and ALLETE dated as of
July 1, 2006,  ALLETE is obligated to make payments to the Issuer  sufficient to
pay all  principal  and interest on the Refunding  Bonds.  ALLETE's  obligations
under the  financing  agreement  are supported by a direct pay letter of credit.
Proceeds from the Refunding  Bonds and internally  generated  funds were used to
redeem  $29.1  million of  outstanding  Collier  County  Industrial  Development
Refunding Revenue Bonds 6.5% Series 1996 due 2025 on August 9, 2006. As a result
of an early redemption  premium,  we recognized a $0.6 million pre-tax charge to
other expense in the third quarter of 2006.

In September 2006, we accepted an offer from certain institutional buyers in the
private placement market to purchase $60 million of ALLETE first mortgage bonds.
When issued, on or about February 1, 2007, the bonds will carry an interest rate
of 5.99% and will have a term of 20 years.  We intend to use the  proceeds  from
the bonds to retire $60 million in principal  amount of First Mortgage Bonds, 7%
Series due February 15, 2007.


NOTE 5.    COMMON STOCK

SHAREHOLDER  RIGHTS PLAN.  In 1996, we adopted a rights plan that provides for a
dividend  distribution  of one  preferred  share  purchase  right  (Right) to be
attached to each share of common stock. In July 2006, we amended the rights plan
to extend the  expiration  of the Rights to July 11, 2009.  The  amendment  also
provides that the Company may not consolidate,  merge, or sell a majority of its
assets or earning power if doing so would be counter to the intended benefits of
the Rights or would result in the  distribution of Rights to the shareholders of
the other parties to the transaction.  Finally,  the amendment  provides for the
creation of a committee of  independent  directors to annually  review the terms
and conditions of the amended rights plan (Rights Plan),  as well as to consider
whether  termination  or  modification  of the Rights  Plan would be in the best
interests of the shareholders and to make a recommendation  based on such review
to the Board of Directors.

The Rights,  which are currently not exercisable or transferable  apart from our
common  stock,  entitle  the holder to  purchase  one-and-a-half  one-hundredths
(three  two-hundredths)  of a share of ALLETE's Junior Serial Preferred Stock A,
without par value. The purchase price, as defined in the Rights Plan, remains at
$90.  These  Rights  would  become  exercisable  if a person  or group  acquires
beneficial  ownership  of 15 percent or more of our common  stock or announces a
tender offer which would increase the person's or group's  beneficial  ownership
interest  to 15  percent  or  more  of our  common  stock,  subject  to  certain
exceptions.  If the 15 percent  threshold is met, each Right entitles the holder
(other  than the  acquiring  person or group) to  receive,  upon  payment of the
purchase  price,   the  number  of  shares  of  common  stock  (or,  in  certain
circumstances, cash, property or other securities of ours) having a market value
equal to twice the exercise  price of the Right.  If we are acquired in a merger
or business combination,  or more than 50 percent of our assets or earning power
are sold, each exercisable Right entitles the holder to receive, upon payment of
the purchase  price,  the number of shares of common  stock of the  acquiring or
surviving company having a value equal to twice the exercise price of the Right.
Certain stock acquisitions will also trigger a provision permitting the Board of
Directors to exchange each Right for one share of our common stock.

The  Rights are  nonvoting  and may be  redeemed  by us at a price of $0.005 per
Right at any time they are not exercisable.  One million shares of Junior Serial
Preferred  Stock A have been  authorized and are reserved for issuance under the
Rights Plan.


15                     ALLETE Third Quarter 2006 Form 10-Q


NOTE 6.    KENDALL COUNTY CHARGE

On April 1, 2005,  Rainy River  Energy,  a  wholly-owned  subsidiary  of ALLETE,
completed  the  assignment  of its power  purchase  agreement  with  LSP-Kendall
Energy,  LLC,  the owner of an energy  generation  facility  located  in Kendall
County,  Illinois, to Constellation Energy Commodities.  Rainy River Energy paid
Constellation  Energy  Commodities  $73  million  in cash to  assume  the  power
purchase  agreement  that  remains in effect  through  mid-September  2017.  The
federal tax  benefits  of the  payment  were  realized  through a $24.3  million
capital  loss  carryback  refund  in the third  quarter  of 2006.  In  addition,
consent,  advisory and closing  costs of $4.9 million were  incurred to complete
the transaction.  As a result of this  transaction,  ALLETE incurred a charge to
operating expenses totaling $77.9 million ($50.4 million after tax, or $1.84 per
diluted share) in the second quarter of 2005.



NOTE 7.    OTHER INCOME (EXPENSE)



                                                                    QUARTER ENDED              NINE MONTHS ENDED
                                                                    SEPTEMBER 30,                SEPTEMBER 30,
                                                                  2006         2005           2006           2005
-------------------------------------------------------------------------------------------------------------------
MILLIONS
                                                                                               
Gain (Loss) on Emerging Technology Investments                     $0.1       $(0.1)          $(1.1)       $(5.9)
Income from Investment in ATC (See Notes 3 and 13)                  1.0           -             1.0            -
Investment and Other Income                                         2.6         0.5             8.9          3.6
-------------------------------------------------------------------------------------------------------------------

Total Other Income (Expense)                                       $3.7       $ 0.4           $ 8.8        $(2.3)
-------------------------------------------------------------------------------------------------------------------



NOTE 8.    INCOME TAX EXPENSE



                                                                    QUARTER ENDED              NINE MONTHS ENDED
                                                                    SEPTEMBER 30,                SEPTEMBER 30,
                                                                  2006          2005           2006         2005
----------------------------------------------------------------------------------------------------------------------
MILLIONS
                                                                                               
Current Tax Expense (Benefit)
     Federal                                                     $(15.2)   $10.8          $ 5.2    $30.3 
     State                                                          3.3          2.3            8.1          6.8 
----------------------------------------------------------------------------------------------------------------------

                                                                  (11.9)        13.1           13.3         37.1
----------------------------------------------------------------------------------------------------------------------

Deferred Tax Expense (Benefit)
     Federal                                                       24.3     (2.6)          20.8    (35.2) 
     State                                                            -         (0.5)          (0.5)        (1.3)
----------------------------------------------------------------------------------------------------------------------

                                                                   24.3         (3.1)          20.3        (36.5)
----------------------------------------------------------------------------------------------------------------------

Deferred Tax Credits                                               (0.3)        (0.3)          (1.0)        (1.0)
----------------------------------------------------------------------------------------------------------------------

Income Tax Expense (Benefit) from Continuing Operations            12.1          9.7           32.6         (0.4)
Income Tax Benefit from Discontinued Operations                       -         (0.2)          (0.3)        (0.2)
----------------------------------------------------------------------------------------------------------------------

Total Income Tax Expense (Benefit)                               $ 12.1        $ 9.5          $32.3        $(0.6)
----------------------------------------------------------------------------------------------------------------------

  Included a current federal tax benefit of $24.3 million and a deferred federal  tax  expense  of  $24.3  million
      related  to the Kendall County refund. (See Note 6.)
  Included a current federal tax benefit of $1.3 million, current state tax benefit of $0.4 million  and  deferred
      federal tax benefit of $25.8 million related to the Kendall County charge. (See Note 6.)




For the nine months ended  September  30, 2006,  the  effective  rate for income
taxes was 36.2 percent (8.7 percent  benefit for the nine months ended September
30,  2005).  The  increase  in the  effective  rate  compared  to last  year was
primarily  due to the  emerging  technology  impairment  and the Kendall  County
capital  loss  recorded in April 2005.  The current  benefit for these items was
limited to the federal benefit as the state net capital loss  carryforwards from
2005 were entirely  reserved.  The  effective  rate of 36.2 percent for the nine
months ended  September  30, 2006,  was less than the statutory  rate  primarily
because of investment  tax credits,  deductions for Medicare  health  subsidies,
depletion and finalization of taxes related to the spin-off of ADESA.

                       ALLETE Third Quarter 2006 Form 10-Q                    16



NOTE 9.    DISCONTINUED OPERATIONS

ENVENTIS  TELECOM.  On  December  30,  2005,  we  sold  all  the  stock  of  our
telecommunications subsidiary,  Enventis Telecom, to Hickory Tech Corporation of
Mankato,  Minnesota. In accordance with SFAS 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets," we reported our  telecommunications  business
in  discontinued  operations for the quarter and nine months ended September 30,
2005.

WATER  SERVICES.  In early 2005, we completed  the exit from our Water  Services
businesses with the sale of our wastewater assets in Georgia,  which resulted in
an immaterial gain. In 2005, the Florida Public Service Commission  approved the
transfer of 63 water and wastewater systems from Florida Water to Aqua Utilities
Florida,  Inc. (Aqua  Utilities)  and ordered a $1.7 million  reduction to plant
investment.  The Company  reserved for the reduction in 2005. On March 15, 2006,
the Company paid Aqua Utilities the adjustment refund amount of $1.7 million.

For the quarter and nine months  ended  September  30, 2006,  financial  results
reflected  additional legal and administrative  expenses incurred by the Company
to exit the Water Services businesses.



                                                                      QUARTER ENDED            NINE MONTHS ENDED
DISCONTINUED OPERATIONS                                                SEPTEMBER 30,             SEPTEMBER 30,
SUMMARY INCOME STATEMENT                                             2006         2005        2006         2005
-----------------------------------------------------------------------------------------------------------------
MILLIONS
                                                                                              
Operating Revenue - Enventis Telecom                                    -         $9.5           -        $35.6
-----------------------------------------------------------------------------------------------------------------


Pre-Tax Income from Operations
     Enventis Telecom                                                   -        $ 0.3           -        $ 1.8

Income Tax Expense
     Enventis Telecom                                                   -          0.2           -          0.8
-----------------------------------------------------------------------------------------------------------------

         Total Income from Operations                                   -          0.1           -          1.0
-----------------------------------------------------------------------------------------------------------------


Loss on Disposal
     Water Services                                                 $(0.1)        (0.9)      $(0.8)        (2.7)
     Enventis Telecom                                                   -         (0.2)          -         (0.4)
-----------------------------------------------------------------------------------------------------------------

                                                                     (0.1)        (1.1)       (0.8)        (3.1)
-----------------------------------------------------------------------------------------------------------------

Income Tax Benefit
     Water Services                                                     -         (0.3)       (0.3)        (0.8)
     Enventis Telecom                                                   -         (0.1)          -         (0.2)
-----------------------------------------------------------------------------------------------------------------

                                                                        -         (0.4)       (0.3)        (1.0)
-----------------------------------------------------------------------------------------------------------------

         Net Loss on Disposal                                        (0.1)        (0.7)       (0.5)        (2.1)
-----------------------------------------------------------------------------------------------------------------

Loss from Discontinued Operations                                   $(0.1)       $(0.6)      $(0.5)       $(1.1)
-----------------------------------------------------------------------------------------------------------------





DISCONTINUED OPERATIONS                                                             DECEMBER 31,
SUMMARY BALANCE SHEET INFORMATION                                                       2005
---------------------------------------------------------------------------------------------------
MILLIONS
                                                                                 
Assets of Discontinued Operations
     Other Current Assets                                                                $0.4
     Property, Plant and Equipment                                                       $2.2

Liabilities of Discontinued Operations
     Current Liabilities                                                                $13.0
---------------------------------------------------------------------------------------------------


17                     ALLETE Third Quarter 2006 Form 10-Q




NOTE 10.      COMPREHENSIVE INCOME (LOSS)

For the quarter ended September 30, 2006, total comprehensive income (loss), net
of  tax,  was   comprehensive   income  of  $22.1  million   ($13.6  million  of
comprehensive income, net of tax, for the quarter ended September 30, 2005). For
the nine months ended September 30, 2006, total comprehensive income (loss), net
of tax, was comprehensive income of $54.4 million (a $9.3 million  comprehensive
loss,  net of tax,  for  the  nine  months  ended  September  30,  2005).  Total
comprehensive  income (loss)  includes net income (loss),  unrealized  gains and
losses on securities  classified as  available-for-sale,  and additional pension
liability.




ACCUMULATED OTHER COMPREHENSIVE                                                        SEPTEMBER 30,
INCOME (LOSS) - NET OF TAX                                                    2006                       2005
----------------------------------------------------------------------------------------------------------------
MILLIONS
                                                                                                  
Unrealized Gain on Securities                                               $  2.7                      $  1.9
Additional Pension Liability                                                 (14.9)                      (12.9)
----------------------------------------------------------------------------------------------------------------

                                                                            $(12.2)                     $(11.0)
----------------------------------------------------------------------------------------------------------------


NOTE 11.     EARNINGS PER SHARE

The  difference  between  basic  and  diluted  earnings  per share  arises  from
outstanding  stock  options  and  performance  share  awards  granted  under our
Executive and Director  Long-Term  Incentive  Compensation  Plans. In accordance
with SFAS 128,  "Earnings  Per Share,"  for the  quarter  and nine months  ended
September 30, 2006, no options to purchase  shares of common stock were excluded
in the  computation  of diluted  earnings per share  because the average  market
prices were greater than the option exercise  prices.  For the nine months ended
September  30,  2005,  0.1  million  dilutive  securities  were  excluded in the
computation  of diluted  earnings per share because their effect would have been
anti-dilutive  due to our loss  from  continuing  operations  (no  options  were
excluded for the quarter ended September 30, 2005).



                                                            2006                                2005
                                                -------------------------------------------------------------------
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 SEPTEMBER 30,

Income from Continuing Operations                $21.9         -        $21.9        $15.8         -        $15.8
Common Shares                                     27.8       0.1         27.9         27.4       0.1         27.5
Per Share from Continuing Operations             $0.78         -        $0.78        $0.58         -        $0.58
-------------------------------------------------------------------------------------------------------------------

FOR THE NINE MONTHS ENDED SEPTEMBER 30,

Income (Loss) from Continuing Operations         $54.3         -        $54.3        $(6.6)        -        $(6.6)
Common Shares                                     27.7       0.1         27.8         27.3         -         27.3
Per Share from Continuing Operations             $1.96         -        $1.95       $(0.24)        -       $(0.24)
-------------------------------------------------------------------------------------------------------------------



                       ALLETE Third Quarter 2006 Form 10-Q                    18




NOTE 12.     PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS



                                                                                               POSTRETIREMENT
                                                                  PENSION                      HEALTH AND LIFE
                                                        -----------------------------------------------------------
COMPONENTS OF NET PERIODIC BENEFIT EXPENSE                 2006            2005             2006            2005
-------------------------------------------------------------------------------------------------------------------
MILLIONS
                                                                                                 
FOR THE QUARTER ENDED SEPTEMBER 30,

Service Cost                                               $2.3             $2.1            $1.1             $1.1
Interest Cost                                               5.5              5.4             1.9              1.6
Expected Return on Plan Assets                             (7.1)            (7.0)           (1.4)            (1.2)
Amortization of Prior Service Costs                         0.1              0.2               -                -
Amortization of Net Loss                                    1.2              0.7             0.4              0.2
Amortization of Transition Obligation                         -                -             0.6              0.6
-------------------------------------------------------------------------------------------------------------------

Net Periodic Benefit Expense                               $2.0             $1.4            $2.6             $2.3
-------------------------------------------------------------------------------------------------------------------

FOR THE NINE MONTHS ENDED SEPTEMBER 30,

Service Cost                                             $  6.9           $  6.5            $3.3             $3.1
Interest Cost                                              16.6             16.0             5.6              4.9
Expected Return on Plan Assets                            (21.4)           (21.2)           (4.2)            (3.6)
Amortization of Prior Service Costs                         0.5              0.6               -                -
Amortization of Net Loss                                    3.6              2.3             1.3              0.6
Amortization of Transition Obligation                      (0.1)             0.1             1.8              1.9
-------------------------------------------------------------------------------------------------------------------

Net Periodic Benefit Expense                             $  6.1           $  4.3            $7.8             $6.9
-------------------------------------------------------------------------------------------------------------------


In 2005,  we  determined  that our  postretirement  health  care  plans  met the
requirements   of  the  Centers  for  Medicare  and  Medicaid   Services'  (CMS)
regulations and enrolled with the CMS to begin recovering the subsidy. We expect
to receive the first subsidy check in early 2007 for 2006 credits.

In July 2006,  we made an $8.3 million  contribution  to the  Company's  defined
benefit plan.

On August 9,  2006,  ALLETE's  Board of  Directors  approved  amendments  to the
Minnesota Power and Affiliated  Companies  Retirement Plan A (Retirement Plan A)
and the Minnesota Power and Affiliated  Companies  Retirement  Savings and Stock
Ownership Plan (RSOP).

Retirement Plan A was amended to suspend further  crediting  service pursuant to
the plan,  effective as of September 30, 2006, and to close Retirement Plan A to
new  participants.  Participants will continue to accrue benefits under the plan
for  future  pay  increases.  In  conjunction  with  this  change,  the Board of
Directors  took action to increase  benefits  employees  will receive  under the
RSOP.

The  modification  of Retirement  Plan A required us to  re-measure  our pension
expense as of August 9, 2006. As a result of the re-measurement, Retirement Plan
A pension expense for 2006 will be reduced by $0.2 million.

19                     ALLETE Third Quarter 2006 Form 10-Q




NOTE 13.     COMMITMENTS, GUARANTEES AND CONTINGENCIES

OFF-BALANCE SHEET ARRANGEMENTS. SQUARE BUTTE POWER PURCHASE AGREEMENT. Minnesota
Power has a power purchase agreement with Square Butte that extends through 2026
(Agreement).  It provides a long-term  supply of low-cost energy to customers in
our electric  service  territory and enables  Minnesota Power to meet power pool
reserve requirements. Square Butte, a North Dakota cooperative corporation, owns
a 455-MW coal-fired  generating unit (Unit) near Center,  North Dakota. The Unit
is  adjacent  to a  generating  unit owned by  Minnkota  Power,  a North  Dakota
cooperative  corporation whose Class A members are also members of Square Butte.
Minnkota Power serves as the operator of the Unit and also purchases  power from
Square Butte.

Minnesota  Power was entitled to  approximately  71 percent of the Unit's output
under the Agreement prior to 2006.  Beginning in 2006,  Minnkota Power exercised
its option to reduce  Minnesota  Power's  entitlement by approximately 5 percent
annually,  to 66 percent. We received notices from Minnkota Power that they will
further reduce our output  entitlement by  approximately 5 percent on January 1,
2007 and 2008, to 60 percent and 55 percent,  respectively.  Minnkota  Power has
the option to reduce  Minnesota  Power's  entitlement  to 50 percent.  Minnesota
Power is  obligated to pay its pro rata share of Square  Butte's  costs based on
Minnesota  Power's  entitlement  to  Unit  output.   Minnesota  Power's  payment
obligation will be suspended if Square Butte fails to deliver any power, whether
produced or  purchased,  for a period of one year.  Square  Butte's  fixed costs
consist primarily of debt service. At September 30, 2006, Square Butte had total
debt  outstanding of $304.0 million.  Total annual debt service for Square Butte
is expected to be  approximately  $26 million in each of the years 2006  through
2010.  Variable  operating  costs include the price of coal  purchased  from BNI
Coal, our subsidiary,  under a long-term contract. Minnesota Power's payments to
Square Butte are approved as a purchased  power expense for ratemaking  purposes
by both the MPUC and the FERC.

LEASING AGREEMENTS.  BNI Coal is obligated to make lease payments for a dragline
totaling  $2.8 million  annually for the lease term which  expires in 2027.  BNI
Coal has the  option at the end of the  lease  term to renew the lease at a fair
market  rental,  to purchase the dragline at fair market value,  or to surrender
the dragline and pay a $3.0 million  termination  fee. We lease other properties
and equipment under operating lease agreements with terms expiring through 2013.
The aggregate  amount of minimum lease payments for all operating leases is $6.4
million in 2006,  $5.9 million in 2007,  $5.2  million in 2008,  $4.7 million in
2009, $4.2 million in 2010 and $46.9 million thereafter.

COAL,  RAIL AND SHIPPING  CONTRACTS.  We have three coal supply  agreements with
various  expiration  dates ranging from December 2006 to December  2009. We also
have rail and shipping  agreements  for the  transportation  of all of our coal,
with various  expiration  dates ranging from December 2006 to December 2011. Our
minimum  annual  payment   obligations  under  these  coal,  rail  and  shipping
agreements  are  currently  $45.2  million in 2006,  $9.5 million in 2007,  $9.7
million in 2008, $5.8 million in 2009 and no specific  commitments  beyond 2009.
Our minimum annual payment obligations will increase when annual nominations are
made for coal deliveries in future years.

FUEL CLAUSE RECOVERY OF MISO DAY 2 COSTS.  Minnesota Power filed a petition with
the MPUC in  February  2005 to amend its fuel  clause to  accommodate  costs and
revenue  related  to the MISO Day 2 energy  market,  the  market  through  which
Minnesota Power engages in wholesale energy transactions in MISO's day-ahead and
real-time  markets  (MISO Day 2). On April 7, 2005,  the MPUC  approved  interim
accounting  treatment of MISO Day 2 costs to be accounted for on a net basis and
recovered through the fuel clause, subject to refund with interest. This interim
treatment has continued while the MPUC has addressed the cost recovery petitions
from Xcel Energy Inc., Otter Tail Power Company,  Alliant Energy Corporation and
Minnesota Power.

On December 21, 2005, the MPUC issued an order which denied recovery through the
fuel  clause  of  uplift   charges,   congestion   revenue  and  expenses,   and
administrative  costs related to Minnesota Power's MISO Day 2 market activities.
Minnesota Power requested  rehearing of the order in a filing made with the MPUC
on January 10, 2006. The other three utilities  affected by the order also filed
for  rehearing,  as did the DOC and MISO. In a hearing on February 9, 2006,  the
MPUC  granted  rehearing  of the MISO  Day 2 docket  and  suspended  the  refund
obligation for charges  recovered through the fuel clause denied in the December
21, 2005 order.  The MPUC requested  that the affected  utilities and interested
parties  provide  a joint  recommendation  regarding  the  MISO  Day 2 costs  to
determine  which costs should be recovered on a current  basis  through the fuel
clause and which costs are more appropriately deferred for potential

                    ALLETE Third Quarter 2006 Form 10-Q                       20




NOTE 13.     COMMITMENTS, GUARANTEES AND CONTINGENCIES (CONTINUED)

recovery through base rates. The requested joint report and recommendations were
filed with the MPUC on June 23, 2006. Comments on the joint report were received
from the DOC and the Office of the Minnesota  Attorney General on July 24, 2006.
Reply  comments were filed by the four  utilities on August 7, 2006. A technical
conference is scheduled for October 31, 2006, with a hearing currently scheduled
for  November  9, 2006.  The  Company is unable to predict  the  outcome of this
matter.

EMERGING  TECHNOLOGY  PORTFOLIO.  We have  investments in emerging  technologies
through  minority  investments  in venture  capital funds  structured as limited
liability  companies,   and  direct  investments  in  privately-held,   start-up
companies.  The  carrying  value of our direct  investments  in  privately-held,
start-up  companies  was zero at September  30, 2006,  and December 31, 2005. We
have committed to make  additional  investments in certain  emerging  technology
venture capital funds. The total future commitment was $2.5 million at September
30, 2006 ($3.1  million at December  31,  2005),  and may be invested at various
times  through  2007.  We do not have plans to make any  additional  investments
beyond this commitment.

INVESTMENT IN ATC. In December 2005, we entered into an agreement with Wisconsin
Public  Service  Corporation  and WPS  Investments,  LLC that  provides  for our
Wisconsin subsidiary,  Rainy River Energy Corporation - Wisconsin, to invest $60
million in ATC. Our  investment  is expected to represent an estimated 9 percent
ownership  interest in ATC. On May 4, 2006,  the PSCW  reviewed and approved the
request  that allows us to invest in ATC. As of September  30, 2006,  our equity
investment  in  ATC  was  $35.2  million  including   reinvested  earnings  less
dividends, which equated to approximately a 5 percent ownership interest. By the
end of 2006, we anticipate having approximately $60 million invested in ATC.

ENVIRONMENTAL MATTERS. Our businesses are subject to regulation of environmental
matters by various federal, state and local authorities.  Due to future stricter
environmental  requirements through legislation and/or rulemaking, we anticipate
that potential  expenditures for environmental matters will be material and will
require significant capital investments.  We review  environmental  matters on a
quarterly  basis.  Accruals for  environmental  matters are recorded  when it is
probable  that a liability has been incurred and the amount of the liability can
be reasonably estimated,  based on current law and existing technologies.  These
accruals  are  adjusted  periodically  as  assessment  and  remediation  efforts
progress or as  additional  technical or legal  information  becomes  available.
Accruals for  environmental  liabilities  are  included in the balance  sheet at
undiscounted  amounts and exclude claims for recoveries  from insurance or other
third  parties.  Costs  related to  environmental  contamination  treatment  and
cleanup are charged to expense unless recoverable in rates from customers.

SWL&P  MANUFACTURED  GAS PLANT. In May 2001, SWL&P received notice from the WDNR
that the City of Superior had found soil  contamination on property  adjoining a
former  Manufactured  Gas Plant (MGP) site owned and operated by SWL&P from 1889
to 1904. The WDNR requested  SWL&P to initiate an  environmental  investigation.
The WDNR also issued  SWL&P a  Responsible  Party  letter in February  2002.  In
February  2003,  SWL&P  submitted a Phase II  environmental  site  investigation
report to the WDNR.  This report  identified  some MGP-like  chemicals that were
found in the soil near the  former  plant  site.  During  March and April  2003,
sediment  samples were taken from nearby Superior Bay. The report on the results
of this  sampling was completed and sent to the WDNR during the first quarter of
2004. The next phase of the investigation was to determine any impact to soil or
ground water  between the former MGP site and Superior  Bay.  Site work for this
phase of the  investigation  was performed during October 2004, and a report was
sent to the WDNR in March 2005.  Additional  site  investigation  was  performed
during September and October 2005. The  investigation  will continue through the
fall of 2006.  It is  anticipated  that the final report for this portion of the
investigation will be completed during the first quarter of 2007. Although it is
not possible to quantify the potential  clean-up cost until the investigation is
completed, a $0.5 million liability was recorded in December 2003 to address the
known areas of  contamination.  The Company has recorded a corresponding  dollar
amount as a  regulatory  asset to offset this  liability.  The PSCW has approved
SWL&P's deferral of these MGP environmental investigation and potential clean-up
costs for future recovery in rates,  subject to a regulatory prudency review. In
May 2005,  the PSCW  approved the  collection  through rates of $150,000 of site
investigation  costs that had been  incurred  at the time SWL&P filed their 2005
rate  request.  In May  2006,  SWL&P  filed  an  application  with  the PSCW for
authority to increase  retail  utility rates by an average of 5.2 percent.  This
filing   includes  a  request  to  recover  an   additional   $186,000  of  site
investigation  costs  that had been  incurred  through  2005.  ALLETE  maintains
pollution liability insurance coverage that includes coverage for SWL&P. A claim
has been filed with respect to this matter.  The insurance  carrier has issued a
reservation of rights letter and the Company  continues to work with the insurer
to determine the availability of insurance coverage.

21                   ALLETE Third Quarter 2006 Form 10-Q




NOTE 13.     COMMITMENTS, GUARANTEES AND CONTINGENCIES (CONTINUED)

SQUARE BUTTE GENERATING FACILITY.  On April 24, 2006, Minnkota Power announced a
settlement  agreement  with  the EPA and the  State of  North  Dakota  regarding
emissions at the M.R. Young Station,  which includes the Square Butte generating
unit. In June 2002,  Minnkota  Power,  the operator of Square Butte,  received a
Notice of Violation from the EPA regarding  alleged New Source Review violations
at the M.R. Young Station. The EPA claimed certain capital projects completed by
Minnkota  Power  should have been  reviewed  pursuant  to the New Source  Review
regulations,  potentially  resulting in new air permit operating  conditions and
possible  significant  capital  expenditures  to  comply.  As a  result  of  the
settlement agreement,  the current Square Butte flue gas desulfurization  system
(FGD) will be  upgraded  in 2010 to  increase  its  removal  efficiency  from 70
percent to 90 percent,  and an  over-fire  air system will also be  installed in
2007 to reduce NOx  emissions.  Capital  expenditures  for the emission  control
additions and modifications on Square Butte are estimated at $35 million.  These
estimated  capital  expenditures  may be  significantly  offset  by the  sale of
surplus SO2  allowance  credits  created by the early upgrade of the FGD system,
which is being upgraded two years earlier than required by Federal rules.  These
additional  surplus  allowances  could also be banked for future  use. We expect
Square Butte will utilize debt to finance such capital expenditures.  Our future
cost of purchased power from the Square Butte  generating unit would include our
pro rata share of this additional  debt service.  On April 24, 2006, a Complaint
and a Consent  Decree with respect to this  settlement  agreement  were filed in
U.S.  District  Court for the District of North Dakota,  and the  settlement was
finalized on July 28, 2006. As finalized, the Consent Decree settlement requires
Square  Butte to pay  approximately  $0.6  million in  administrative  costs and
penalties  in 2006,  $0.4  million  of  which  was  paid by  Minnesota  Power in
conjunction with monthly purchased power billings. The Consent Decree settlement
also requires Square Butte to pay $3.3 million toward  additional  environmental
projects  including  wind  power  installations  or power  purchase  agreements.
Minnesota  Power is obligated to pay its pro rata share of Square  Butte's costs
based on  Minnesota  Power's  entitlement  to the output  from the Square  Butte
generating unit.

EPA CLEAN AIR INTERSTATE RULE AND CLEAN AIR MERCURY RULE. In March 2005, the EPA
announced  the  final  Clean  Air  Interstate   Rule  (CAIR)  that  reduces  and
permanently  caps  emissions of SO2 and NOx in many states in the eastern United
States.  The CAIR  includes  Minnesota  as one of the 28 states it  considers an
"eastern"  state. The EPA also announced the final Clean Air Mercury Rule (CAMR)
that reduces and  permanently  caps electric  utility  mercury  emissions in the
continental  United  States.  The  CAIR  and  the  CAMR  regulations  have  been
challenged in the federal court system, which may delay implementation or modify
provisions.  Minnesota Power is  participating in a legal challenge to the CAIR,
but is not participating in the challenge of the CAMR.  However, if the CAMR and
the CAIR do go into effect,  Minnesota Power expects to be required to: (1) make
emissions  reductions;  (2) purchase mercury, SO2 and NOx allowances through the
EPA's cap-and-trade system; or (3) use a combination of both.

We believe that the CAIR  contains  flaws in its  methodology  and  application,
which will cause Minnesota Power to incur higher compliance costs. Consequently,
on July 11,  2005,  Minnesota  Power  filed a Petition  for Review with the U.S.
Court of Appeals for the District of Columbia  Circuit  (Court of  Appeals).  On
November 22, 2005,  the EPA agreed to  reconsider  certain  aspects of the CAIR,
including the Minnesota  Power  petition  addressing  modeling used to determine
Minnesota's  inclusion in the CAIR region and our claims about inequities in the
SO2 allowance  methodology.  On March 15, 2006,  the EPA announced that it would
not  make  any  changes  to  the  CAIR  as  a  result  of  the   petitions   for
reconsideration.  Petitions  for Review  (including  Minnesota  Power's)  remain
pending at the Court of  Appeals.  If the  Petitions  for Review  filed with the
Court of Appeals  are  successful,  we expect to incur lower  compliance  costs,
consistent  with the rules  applicable  to those states  considered as "western"
states under the CAIR. Resolution of the CAIR Petition for Review with the Court
of Appeals is anticipated by early 2008.

                    ALLETE Third Quarter 2006 Form 10-Q                       22




NOTE 13.     COMMITMENTS, GUARANTEES AND CONTINGENCIES (CONTINUED)

COMMUNITY DEVELOPMENT DISTRICT OBLIGATIONS. TOWN CENTER. In March 2005, the Town
Center  District  issued $26.4  million of  tax-exempt,  6% Capital  Improvement
Revenue  Bonds,  Series 2005,  due May 1, 2036.  The bonds were issued to fund a
portion of the Town Center development project. Approximately $21 million of the
bond proceeds will be used for  construction of  infrastructure  improvements at
Town Center,  with the remaining  funds to be used for capitalized  interest,  a
debt service reserve fund and costs of issuance.  The bonds are payable from and
secured by the revenue derived from assessments imposed, levied and collected by
the Town Center District.  The assessments  represent an allocation of the costs
of the  improvements,  including bond financing  costs,  to the lands within the
Town Center District  benefiting from the improvements.  The assessments will be
included in the annual  property tax bills of  landowners  beginning in November
2006.  To the extent  that we still own land at the time of the  assessment,  in
accordance  with EITF  91-10, we will recognize the cost of our portion of these
assessments,  based upon our ownership of benefited  property.  At September 30,
2006,  we owned  approximately  78  percent of the  assessable  land in the Town
Center District.

PALM COAST PARK. In May 2006, the Palm Coast Park District  issued $31.8 million
of tax-exempt,  5.7% Special Assessment Bonds, Series 2006, due May 1, 2037. The
bonds were issued to fund a portion of the Palm Coast Park development  project.
Bond  proceeds  of $26.3  million  will be used for  environmental  and  traffic
mitigation,  and the  construction  of  infrastructure  improvements,  including
utility  extensions,   roadways,   parks,  drainage,   recreational  facilities,
landscaping and a multi-purpose  trail system.  The remaining funds will be used
for capitalized interest, a debt service reserve fund and the costs of issuance.
The bonds are payable from and secured by the revenue  derived from  assessments
imposed,  levied and collected by the Palm Coast Park District.  The assessments
represent  an  allocation  of the  costs  of the  improvements,  including  bond
financing  costs,  to the lands within the Palm Coast Park  District  benefiting
from the  improvements.  The assessments will be included in the annual property
tax bills of landowners  beginning in November 2007. To the extent that we still
own land at the time of the  assessment,  in accordance with EITF 91-10, we will
recognize the cost of our portion of these assessments, based upon our ownership
of  benefited  property.  At  September  30,  2006,  we owned 97  percent of the
assessable land in the Palm Coast Park District.

OTHER.  We are involved in litigation  arising in the normal course of business.
Also in the normal course of business,  we are involved in tax,  regulatory  and
other  governmental  audits,  inspections,  investigations and other proceedings
that involve state and federal taxes, safety, compliance with regulations,  rate
base and cost of service  issues,  among other things.  While the  resolution of
such matters could have a material effect on earnings and cash flows in the year
of  resolution,  none of these  matters are  expected to  materially  change our
present liquidity  position,  or have a material adverse effect on our financial
condition.

23                    ALLETE Third Quarter 2006 Form 10-Q




ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS

The following  discussion  should be read in conjunction  with our  consolidated
financial  statements  and notes to those  statements  and the  other  financial
information  appearing  elsewhere  in this  report.  In addition  to  historical
information,  the following  discussion  and other parts of this report  contain
forward-looking  information that involves risks and uncertainties.  Readers are
cautioned that forward-looking statements should be read in conjunction with our
disclosures in this Form 10-Q under the headings:  "Safe Harbor  Statement Under
the  Private  Securities  Litigation  Reform Act of 1995"  located on page 3 and
"Risk  Factors"  located  in Part I,  Item 1A of our 2005 Form 10-K and Part II,
Item 1A of our  Quarterly  Report on Form 10-Q for the  quarter  ended March 31,
2006. The risks and uncertainties  described in this Form 10-Q and our 2005 Form
10-K  are  not  the  only  risks  facing  our  Company.   Additional  risks  and
uncertainties  that we are not presently aware of, or that we currently consider
immaterial,  may also affect our business  operations.  Our business,  financial
condition  or results of  operations  could suffer if the concerns set forth are
realized.

EXECUTIVE SUMMARY

ALLETE's  operations focus on two core  businesses--ENERGY  and REAL ESTATE.  In
addition, we have other operations that provide earnings to the Company.

ENERGY is comprised of Regulated Utility, Nonregulated Energy Operations and our
Investment in ATC.

   -   REGULATED UTILITY includes retail and wholesale rate regulated  electric,
       water  and  gas  services  in  northeastern  Minnesota  and  northwestern
       Wisconsin  under  the  jurisdiction  of  state  and  federal   regulatory
       authorities.

   -   NONREGULATED  ENERGY  OPERATIONS  includes our coal mining activities  in
       North  Dakota,   approximately  50  MW  of  nonregulated  generation  and
       Minnesota land sales.

       In  2005,  Nonregulated  Energy  Operations  also  included  nonregulated
       generation (non-rate base generation sold at market-based rates primarily
       to the wholesale  market) from our Taconite  Harbor  facility in northern
       Minnesota,  and  generation  secured  through  the Kendall  County  power
       purchase  agreement.  Effective  January  1,  2006,  Taconite  Harbor was
       integrated  into our Regulated  Utility  business to help meet forecasted
       base load energy  requirements.  In April 2005,  the Kendall County power
       purchase agreement was assigned to Constellation Energy Commodities.

   -   INVESTMENT IN ATC includes our equity ownership interest in ATC.

REAL ESTATE includes our Florida real estate operations.

OTHER includes our investments in emerging  technologies,  and earnings on cash,
cash equivalents and short-term investments.

Financial  results by segment for the periods  presented  and  discussed in this
Form 10-Q were impacted by the  integration of our Taconite Harbor facility into
the Regulated  Utility  segment  effective  January 1, 2006. The  redirection of
Taconite Harbor from our Nonregulated Energy Operations segment to our Regulated
Utility segment was in accordance with the Company's  Resource Plan, as approved
by the MPUC. Under the terms of our Resource Plan, we have operated the Taconite
Harbor facility as a rate-based asset within the Minnesota  retail  jurisdiction
effective  January 1, 2006.  Prior to January 1, 2006,  we operated our Taconite
Harbor  facility as nonregulated  generation.  Historical  financial  results of
Taconite  Harbor  for  periods  prior to the  redirection  are  included  in our
Nonregulated Energy Operations segment.

Financial results for the periods presented and discussed in this Form 10-Q were
also impacted by the assignment of our Kendall  County power purchase  agreement
to Constellation  Energy Commodities,  which was a key strategic  accomplishment
for the  Company.  As a result of this  assignment,  we incurred a charge to our
operating expenses totaling $77.9 million ($50.4 million after tax, or $1.84 per
diluted share) in the second quarter of 2005 (Kendall County Charge).

                    ALLETE Third Quarter 2006 Form 10-Q                       24




EXECUTIVE SUMMARY (CONTINUED)



                                                                    QUARTER ENDED            NINE MONTHS ENDED
                                                                    SEPTEMBER 30,              SEPTEMBER 30,
                                                                 2006          2005          2006         2005
---------------------------------------------------------------------------------------------------------------------
MILLIONS EXCEPT PER SHARE AMOUNTS
                                                                                             

Operating Revenue
     Regulated Utility                                           $168.1       $137.4        $477.0       $422.8
     Nonregulated Energy Operations                                15.9         28.7          48.7         83.1
     Real Estate                                                   15.1         11.2          44.0         38.9
     Other                                                            -          0.1           0.2          0.3
---------------------------------------------------------------------------------------------------------------------

                                                                 $199.1       $177.4        $569.9       $545.1
--------------------------------------------------------------------------------------------------------------------

Operating Expenses
     Regulated Utility                                           $140.3       $115.8        $407.9       $359.1
     Nonregulated Energy Operations                                14.6         25.0          44.9        153.0 
     Real Estate                                                    5.0          2.9          13.3         12.4
     Other                                                          0.5          1.0           2.4          2.8
---------------------------------------------------------------------------------------------------------------------

                                                                 $160.4       $144.7        $468.5       $527.3
---------------------------------------------------------------------------------------------------------------------

Interest Expense
     Regulated Utility                                             $5.0         $4.3         $15.0        $13.0
     Nonregulated Energy Operations                                 1.0          1.8           2.0          4.7
     Real Estate                                                      -          0.1             -          0.3
     Other                                                          1.3          0.4           3.1          2.1
---------------------------------------------------------------------------------------------------------------------

                                                                   $7.3         $6.6         $20.1        $20.1
---------------------------------------------------------------------------------------------------------------------

Other Income (Expense)
     Regulated Utility                                             $0.1            -          $0.6        $ 0.4
     Nonregulated Energy Operations                                 0.9         $0.1           1.2          0.3
     Investment in ATC                                              1.0            -           1.0            -
     Other                                                          1.7          0.3           6.0         (3.0)
---------------------------------------------------------------------------------------------------------------------

                                                                   $3.7         $0.4          $8.8        $(2.3)
---------------------------------------------------------------------------------------------------------------------

Income (Loss)
Regulated Utility                                                 $13.7       $ 10.6         $33.5       $ 31.3
Nonregulated Energy Operations                                      1.1          1.6           2.9        (47.3) 
Investment in ATC                                                   0.6            -           0.6            -
Real Estate                                                         5.1          4.0          15.7         13.7
Other                                                               1.4         (0.4)          1.6         (4.3)
---------------------------------------------------------------------------------------------------------------------

Income (Loss) from Continuing Operations                           21.9         15.8          54.3         (6.6)
Loss from Discontinued Operations                                  (0.1)        (0.6)         (0.5)        (1.1)
---------------------------------------------------------------------------------------------------------------------

Net Income (Loss)                                                 $21.8       $ 15.2         $53.8       $ (7.7)
---------------------------------------------------------------------------------------------------------------------

Diluted Average Shares of Common Stock                             27.9         27.5          27.8         27.3
---------------------------------------------------------------------------------------------------------------------

Diluted Earnings (Loss)
     Per Share of Common Stock
         Continuing Operations                                    $0.78        $0.58         $1.95       $(0.24) 
         Discontinued Operations                                      -        (0.02)        (0.02)       (0.04)
---------------------------------------------------------------------------------------------------------------------

                                                                  $0.78        $0.56         $1.93       $(0.28)
---------------------------------------------------------------------------------------------------------------------

  Included  operating  expenses  totaling  $77.9  million  ($50.4 million after tax, or $1.84 per diluted  share)
      related to the assignment of the Kendall County power purchase agreement. (See Note 6.)



25                  ALLETE Third Quarter 2006 Form 10-Q




EXECUTIVE SUMMARY (CONTINUED)

Net income for the quarter ended September 30, 2006, was $21.8 million, or $0.78
per diluted share ($15.2  million,  or $0.56 per diluted share,  for the quarter
ended  September 30, 2005).  Net income was higher in 2006 due to a $3.1 million
increase in income from  Regulated  Utility,  a $1.1 million  increase in income
from Real  Estate,  a $0.4 million  increase in earnings on cash and  short-term
investments, and $0.6 million of income from Investment in ATC.

Net income for the nine months ended  September 30, 2006, was $53.8 million,  or
$1.93 per diluted share (a $7.7 million,  or $0.28 per diluted  share,  net loss
for the nine months ended September 30, 2005). Net income was higher in 2006 due
to the absence of: (1) the $50.4  million,  or $1.84 per share,  Kendall  County
Charge  incurred in the second  quarter of 2005;  (2) Kendall  County  operating
losses ($1.9 million in 2005);  and (3) emerging  technology  impairments  ($3.3
million in 2005).  Net income in 2006 also reflected a $2.2 million  increase in
income  from  Regulated  Utility,  a $2.0  million  increase in income from Real
Estate, a $2.0 million increase in earnings on cash and short-term  investments,
and $0.6 million of income from Investment in ATC.




                                                                   QUARTER ENDED               NINE MONTHS ENDED
                                                                   SEPTEMBER 30,                 SEPTEMBER 30,
KILOWATTHOURS SOLD                                             2006            2005          2006           2005
--------------------------------------------------------------------------------------------------------------------
MILLIONS
                                                                                               

     Regulated Utility
         Retail and Municipals
              Residential                                      263.0           254.5         800.1           804.2
              Commercial                                       361.7           346.6       1,005.9           986.9
              Industrial                                     1,836.9         1,782.8       5,429.1         5,306.8
              Municipals                                       248.6           236.0         684.0           657.3
              Other                                             20.8            20.7          59.4            59.2
--------------------------------------------------------------------------------------------------------------------

                  Total Retail and Municipals                2,731.0         2,640.6       7,978.5         7,814.4
         Other Power Suppliers                                 584.3           261.3       1,604.9           864.9
--------------------------------------------------------------------------------------------------------------------

                  Total Regulated Utility                    3,315.3         2,901.9       9,583.4         8,679.3
     Nonregulated Energy Operations                             60.4           405.8         181.3         1,159.6
--------------------------------------------------------------------------------------------------------------------

                                                             3,375.7         3,307.7       9,764.7         9,838.9
--------------------------------------------------------------------------------------------------------------------





                                                QUARTER ENDED                           NINE MONTHS ENDED
                                                SEPTEMBER 30,                             SEPTEMBER 30,
                                          2006               2005                    2006               2005
                                    -------------------------------------------------------------------------------
REAL ESTATE
REVENUE AND SALES ACTIVITY             QTY    AMOUNT      QTY    AMOUNT           QTY    AMOUNT     QTY    AMOUNT
-------------------------------------------------------------------------------------------------------------------
DOLLARS IN MILLIONS
                                                                                   

Town Center Sales
    Commercial Sq. Ft.              114,300    $ 3.6   246,000    $ 5.0        364,995   $ 9.8    643,000   $15.1
    Residential Units                   356      3.8         -        -            542     9.4          -       -

Palm Coast Park
    Residential Units                   200      3.0         -        -            200     3.0          -       -

Other Land Sales
    Acres                               242      4.9       521      7.6            708    20.4      1,058    32.2
    Lots                                  -        -         -        -              -       -          7     0.4
-------------------------------------------------------------------------------------------------------------------

Contract Sales Price                  -     15.3         -     12.6              -    42.6          -    47.7

Revenue Recognized from
    Previously Deferred Sales             -      1.0         -        -              -     5.3          -       -

Deferred Revenue                          -     (2.9)        -     (2.5)             -    (6.8)         -   (11.0)

Adjustments                           -      0.6         -     (0.7)             -    (0.9)         -    (1.6)
-------------------------------------------------------------------------------------------------------------------

Revenue from Land Sales                         14.0                9.4                   40.2               35.1

Other Revenue                                    1.1                1.8                    3.8                3.8
-------------------------------------------------------------------------------------------------------------------

                                               $15.1              $11.2                  $44.0              $38.9
-------------------------------------------------------------------------------------------------------------------

 Reflected total contract sales price on closed land transactions.
 Contributed development dollars, which are  credited to cost of real estate sold.



                    ALLETE Third Quarter 2006 Form 10-Q                       26




NET INCOME

The following income discussion summarizes a comparison of the nine months ended
September 30, 2006, to the nine months ended September 30, 2005, by segment.

REGULATED UTILITY  contributed income of $33.5 million in 2006 ($31.3 million in
2005).  Higher earnings in 2006 reflected a 10 percent  increase in kilowatthour
sales partially  offset by higher operating  expenses.  Electric sales increased
904.1 million  kilowatthours,  primarily due to the inclusion of Taconite Harbor
and its pre-existing wholesale energy sales obligations. Operating expenses were
higher in 2006 due to the  inclusion of Taconite  Harbor,  effective  January 1,
2006,  and increased  planned  maintenance,  employee  compensation  and pension
expenses.

NONREGULATED  ENERGY  OPERATIONS  reported income of $2.9 million in 2006 ($47.3
million loss in 2005). In April 2005, we completed the assignment of our Kendall
County power purchase agreement to Constellation Energy Commodities. As a result
of this transaction,  we incurred a charge to operating  expenses totaling $50.4
million  after tax in the second  quarter of 2005.  In 2006,  financial  results
reflected  the absence of income from  Taconite  Harbor  ($3.7  million in 2005)
which is now reported as part of  Regulated  Utility and  operating  losses from
Kendall  County ($1.9 million in 2005).  Income from our coal  operations was up
$0.4 million from 2005  primarily due to an 11 percent  increase in the delivery
price per ton due to higher coal production expenses.

INVESTMENT IN ATC contributed income of $0.6 million in 2006. We began investing
in ATC in May 2006. As of September 30, 2006,  our equity  investment in ATC was
$35.2 million  including  reinvested  earnings less dividends,  which equated to
approximately a 5 percent ownership interest.  By the end of 2006, we anticipate
having approximately $60 million invested in ATC.

REAL ESTATE contributed income of $15.7 million in 2006 ($13.7 million in 2005).
Income was  higher in 2006 due to the  timing  and mix of land sale  transaction
closings,  and  earnings  from prior land sales at our Town  Center  development
project which are accounted for under the  percentage-of-completion  method. The
timing of the  closing of real  estate  sales  varies  from period to period and
impacts comparisons between years.

In June  2005,  we began  selling  property  from our  Town  Center  development
project.  In August 2006,  we began  selling  property  from our Palm Coast Park
development  project.  Since land is being sold before completion of the project
infrastructure,  revenue,  cost of real  estate sold and  selling  expenses  are
recorded using the  percentage-of-completion  method as development  obligations
are  completed.  As of September  30, 2006, we had $9.5 million  ($13.0  million
revenue; $3.1 million cost of real estate sold; $0.4 million selling expense) of
deferred profit on sales of real estate,  before taxes and minority interest, on
our balance sheet. Most of the deferred profit relates to Town Center.




REAL ESTATE
PENDING CONTRACTS                                            CONTRACT
AT SEPTEMBER 30, 2006               QUANTITY           SALES PRICE
--------------------------------------------------------------------------------
DOLLARS IN MILLIONS
                                                     

Town Center
     Commercial Sq. Ft.              789,977                 $  24.0
     Residential Units                 1,241                    19.8

Palm Coast Park
     Commercial Sq. Ft.               50,000                     2.5
     Residential Units                 2,269                    60.3

Other Land
     Acres                               231                     7.9
--------------------------------------------------------------------------------

                                                             $ 114.5
--------------------------------------------------------------------------------

 Acreage  amounts  are  approximate  and shown on a gross  basis,  including
     wetlands and minority interest. Acreage amounts may vary due to platting or
     surveying activity.  Wetland  amounts  vary by  property  and are often not
     formally determined prior to sale.  Commercial  square feet and residential
     units are estimated  and include  minority  interest.  The actual  property
     allocation at full build-out may be different than these estimates.



27                   ALLETE Third Quarter 2006 Form 10-Q




NET INCOME (CONTINUED)

At September  30, 2006,  total  pending  land sales under  contract  were $114.5
million and are  anticipated to close at various times through 2012.  Pricing on
these  contracts  range from $20 to $50 per  commercial  square foot,  $8,600 to
$34,000 per  residential  unit and $11,000 to $1,091,000  per acre for all other
properties.  The  majority  of the other  properties  under  contract  are zoned
commercial or mixed use. Prices per acre are stated on a gross acreage basis and
are  dependent on the type and  location of the  properties  sold.  In addition,
certain  contracts  will allow us to receive  participation  revenue  when gross
revenue from sales by our purchaser exceeds contractually defined price levels.

If a  purchaser  defaults  under  terms of a contract,  our  remedies  generally
include  retention  of the  purchaser's  deposit and the ability to remarket the
property  to  other  prospective  buyers. In  many cases the  purchaser has also
incurred significant  costs in planning, designing and marketing of the property
under contract before the contract closes.

OTHER  reflected  net  income of $1.6  million in 2006 (a $4.3  million  loss in
2005).  In 2006,  a $2.0  million  increase in  earnings on cash and  short-term
investments more than offset a $0.3 million increase in equity losses related to
emerging  technology  investments  and a $0.3  million  call premium we incurred
related to the early  redemption of  industrial  development  refunding  revenue
bonds.  In  2005,  we  recorded  $3.3  million  of  impairments  related  to two
privately-held  emerging  technology  investments  and  also  recognized  a $0.6
million  charge due to the  probable  payment  under our  guarantee of Northwest
Airlines debt.

DISCONTINUED OPERATIONS included our Water Services businesses that we sold over
the   three-year   period  from  2003  to  2005,  and  Enventis   Telecom,   our
telecommunications business that we sold in December 2005. In 2006, discontinued
operations  reflected a $0.5 million loss  resulting from  additional  legal and
administrative  expenses  related to exiting the Water Services  businesses.  In
2005, $0.8 million of income from Enventis Telecom was offset by $1.9 million of
administrative  and other  expenses  incurred to support  Florida Water transfer
proceedings. (See Note 9.)


COMPARISON OF THE QUARTERS ENDED SEPTEMBER 30, 2006 AND 2005

REGULATED UTILITY

     OPERATING  REVENUE  was  up  $30.7  million,  or  22  percent,  from  2005,
     reflecting   increased   kilowatthour   sales  and  increased  fuel  clause
     recoveries.  Electric sales  increased 413.4 million  kilowatthours,  or 14
     percent,  due mostly to the  addition of Taconite  Harbor  wholesale  power
     obligations to the Regulated  Utility segment effective January 1, 2006. In
     2006, the majority of Taconite Harbor sales are reflected in sales to other
     power  suppliers.  Sales  to  other  power  suppliers  were  584.3  million
     kilowatthours  and $27.2 million in 2006 (261.3 million  kilowatthours  and
     $12.5  million in 2005).  Absent the  inclusion  of  pre-existing  Taconite
     Harbor  wholesale  obligations,  sales to other power  suppliers  were down
     reflecting less excess energy  available for sale due to planned outages at
     Company  generating  facilities  in  2006.  Electric  sales to  retail  and
     municipal customers increased 90.4 million kilowatthours, or 3 percent, and
     $16.3 million,  as a result of strong demand from residential,  commercial,
     and  municipal  customers  due to  record  warm  temperatures  in 2006  and
     increased  usage  by  industrial  customers,  primarily  in the  paper  and
     pipeline industries. Fuel clause recoveries were higher in 2006 as a result
     of increased fuel and purchased power expenses in 2006.

     Revenue from electric sales to taconite customers  accounted for 24 percent
     of  consolidated  operating  revenue  in both 2006 and 2005.  Revenue  from
     electric  sales  to  paper  and  pulp  mills  accounted  for 9  percent  of
     consolidated operating revenue in both 2006 and 2005.

     OPERATING EXPENSES were up $24.5 million, or 21 percent, from 2005.

     FUEL AND PURCHASED  POWER EXPENSE.  Fuel and purchased power expense was up
     $20.6  million  from 2005  reflecting  the  inclusion  of  Taconite  Harbor
     beginning in 2006 ($5.8 million) and higher  purchased power expense due to
     increased  kilowatthour sales, less Company hydro generation available as a
     result  of below  normal  precipitation  levels,  and  planned  maintenance
     outages at Company generating facilities in 2006.

                    ALLETE Third Quarter 2006 Form 10-Q                       28




COMPARISON OF THE QUARTERS ENDED SEPTEMBER 30, 2006 AND 2005

REGULATED UTILITY (CONTINUED)

     OTHER OPERATING  EXPENSES.  In total, other operating expenses were up $3.9
     million from 2005. Employee  compensation was up $1.7 million primarily due
     to the  inclusion  of  Taconite  Harbor,  annual  wage  increases  and  the
     inclusion of union  employees in our results  sharing  compensation  awards
     program.  Depreciation  expense increased $1.2 million primarily due to the
     inclusion of Taconite Harbor. In total, plant maintenance expense increased
     $0.9  million  from  2005  reflecting  the  inclusion  of  Taconite  Harbor
     maintenance in 2006 ($0.8 million),  a planned outage at our Boswell Unit 3
     generating  facility  ($0.7  million) and increased  equipment fuel expense
     ($0.4 million), partially offset by a $1.0 million reduction in expenses at
     our other  generating  facilities  primarily  due to the timing of outages.
     Pension  expense  increased $0.6 million due to a reduction in the discount
     rate.  MISO  expenses  were down $0.5  million,  primarily due to decreased
     transactions with other power suppliers.

     INTEREST EXPENSE was up $0.7 million,  or 16 percent,  from 2005 due to the
     inclusion of Taconite Harbor in 2006,  partially  offset by lower effective
     interest rates (5.91 percent in 2006; 6.02 percent in 2005).

NONREGULATED ENERGY OPERATIONS

     OPERATING REVENUE was down $12.8 million,  or 45 percent,  from 2005 due to
     the  absence of  revenue  from  Taconite  Harbor  ($15.0  million in 2005).
     Effective  January  1, 2006,  Taconite  Harbor is  reported  as part of the
     Regulated  Utility  segment.  Coal  revenue,  realized  under  a  cost-plus
     contract, was up $1.1 million from 2005 reflecting a 16 percent increase in
     the  delivery  price per ton due to higher coal  production  expenses  (see
     operating expenses below), partially offset by a 3 percent decrease in tons
     of coal sold in 2006. Tons of coal sold were lower in 2006 primarily due to
     an outage at the Square Butte generating facility.

     OPERATING  EXPENSES  were down  $10.4  million,  or 42  percent,  from 2005
     reflecting  the  absence of  expenses  related to  Taconite  Harbor  ($12.2
     million in 2005). Expenses related to coal operations were up $1.4 million,
     mainly due to increased  equipment  lease costs and increased fuel expenses
     in 2006.

     INTEREST EXPENSE was down $0.8 million, or 44 percent,  from 2005 primarily
     due to the absence of Taconite Harbor in 2006.

INVESTMENT IN ATC

     OTHER INCOME  (EXPENSE)  reflected  $1.0 million of income in 2006 from our
     equity investment in ATC, resulting from our share of ATC's earnings.

REAL ESTATE

     OPERATING REVENUE was up $3.9 million, or 35 percent, from 2005, due to the
     timing and mix of land sale  transaction  closings,  and revenue from prior
     land sales at our Town Center  development  project which are accounted for
     under the  percentage-of-completion  method.  Revenue  from land  sales was
     $14.0 million in 2006 which  included  $1.0 million of previously  deferred
     revenue.  In 2005,  revenue from land sales was $9.4 million.  In 2006, 242
     acres of other  land were sold (521  acres in 2005).  Sales at Town  Center
     represented  356  residential  units and the  rights to build up to 114,300
     square feet of commercial space in 2006 (246,000  commercial square feet in
     2005).  Sales at Palm Coast Park represented 200 residential units in 2006.
     In 2006,  revenue of $2.9 million  ($2.5  million in 2005) was deferred and
     will be  recognized  on a  percentage-of-completion  basis  as  development
     obligations are completed.

     OPERATING  EXPENSES  were  up  $2.1  million,  or  72  percent,  from  2005
     reflecting  a $1.4  million  increase in the cost of real estate sold ($2.8
     million  in 2006;  $1.4  million  in 2005)  due to the mix of land sold and
     increased expense recognition at our Town Center development project, which
     are accounted  for under the  percentage-of-completion  method,  and a $0.4
     million increase in selling expenses due to higher brokerage fees.

29                   ALLETE Third Quarter 2006 Form 10-Q




COMPARISON OF THE QUARTERS ENDED SEPTEMBER 30, 2006 AND 2005 (CONTINUED)

OTHER

     OPERATING  EXPENSES  were down $0.5  million,  or 50  percent,  from  2005,
     reflecting lower general and administrative expenses in 2006.

     INTEREST  EXPENSE was up $0.9 million from 2005,  primarily due to interest
     on  additional  taxes  owed on the  gain on the sale of our  Florida  Water
     assets.

     OTHER  INCOME  was up $1.4  million  from 2005  reflecting  a $1.1  million
     increase in earnings on cash and short-term investments, and the absence of
     a $1.0 million charge recognized in 2005 for the probable payment under our
     guarantee of Northwest  Airlines  debt  partially  offset by a $0.6 million
     call premium  related to the early  redemption  of  industrial  development
     refunding revenue bonds in 2006.

INCOME TAXES

For the quarter ended  September 30, 2006,  the effective  rate for income taxes
was 34.5 percent (36.6 percent for the quarter  ended  September 30, 2005).  The
decrease  in the  effective  rate  compared  to last year was  primarily  due to
finalization  of taxes related to the spin-off of ADESA.  The effective  rate of
34.5  percent  for the  quarter  ended  September  30,  2006,  was less than the
statutory  rate,  primarily  because of investment  tax credits,  deductions for
Medicare health  subsidies,  depletion and  finalization of taxes related to the
spin-off of ADESA.


COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005

REGULATED UTILITY

     OPERATING  REVENUE  was  up  $54.2  million,  or  13  percent,  from  2005,
     reflecting   increased   kilowatthour   sales  and  increased  fuel  clause
     recoveries.  Electric sales  increased 904.1 million  kilowatthours,  or 10
     percent,  due mostly to the  addition of Taconite  Harbor  wholesale  power
     obligations to the Regulated  Utility segment effective January 1, 2006. In
     2006, the majority of Taconite Harbor sales are reflected in sales to other
     power  suppliers.  Sales to other  power  suppliers  were  1,604.9  million
     kilowatthours  and $71.0 million  (864.9  million  kilowatthours  and $38.6
     million in 2005).  Absent the  inclusion of  pre-existing  Taconite  Harbor
     wholesale obligations,  sales to other power suppliers were down reflecting
     less excess  energy  available  for sale due to planned  outages at Company
     generating  facilities  in 2006.  Electric  sales to retail  and  municipal
     customers increased 164.1 million  kilowatthours,  or 2 percent,  and $20.5
     million, mainly due to strong demand from industrial customers. Fuel clause
     recoveries  were higher in 2006 as a result of increased fuel and purchased
     power expenses in 2006.

     Revenue from electric sales to taconite customers  accounted for 24 percent
     of  consolidated  operating  revenue in 2006 (23 percent in 2005).  Revenue
     from  electric  sales to paper and pulp  mills  accounted  for 9 percent of
     consolidated operating revenue in both 2006 and 2005.

     OPERATING EXPENSES were up $48.8 million, or 14 percent, from 2005.

     FUEL AND PURCHASED  POWER EXPENSE.  Fuel and purchased power expense was up
     $29.8  million  from 2005,  reflecting  the  inclusion  of Taconite  Harbor
     operations  beginning in 2006 ($16.6 million) and increased purchased power
     expense due to higher prices paid for purchased  power,  less Company hydro
     generation available as a result of below normal precipitation  levels, and
     planned maintenance at Company generating facilities in 2006.

     OTHER OPERATING EXPENSES.  In total, other operating expenses were up $19.0
     million from 2005. Employee  compensation was up $6.8 million primarily due
     to the  inclusion  of  Taconite  Harbor,  annual  wage  increases  and  the
     inclusion of union  employees in our results  sharing  compensation  awards
     program.  In total,  plant maintenance  expense increased $4.0 million from
     2005 reflecting the inclusion of Taconite Harbor  maintenance in 2006 ($3.0
     million),  increased  planned  maintenance  expense at Boswell Unit 4 ($1.9
     million) and increased  equipment fuel expenses  ($0.8  million)  partially
     offset  by a  decrease  in  maintenance  expense  at  Boswell  Unit 3 ($1.6
     million).  In 2005,  planned  maintenance  was  performed at Boswell Unit 3
     while  the  unit  was down due to a  cooling  tower  failure.  Depreciation
     expense  increased $3.8 million  primarily due to the inclusion of Taconite
     Harbor.  Pension  expense  increased $1.8 million due to a reduction in the
     discount rate.

                    ALLETE Third Quarter 2006 Form 10-Q                       30




COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (CONTINUED)

REGULATED UTILITY (CONTINUED)

     INTEREST EXPENSE was up $2.0 million, or 15 percent,  from 2005, due to the
     inclusion of Taconite  Harbor in 2006 partially  offset by lower  effective
     interest rates (5.93 percent in 2006; 6.10 percent in 2005).

NONREGULATED ENERGY OPERATIONS

     OPERATING REVENUE was down $34.4 million,  or 41 percent,  from 2005 due to
     the absence of revenue from  Taconite  Harbor  ($39.6  million in 2005) and
     Kendall County ($3.1 million in 2005).  Effective January 1, 2006, Taconite
     Harbor is reported as part of Regulated Utility.  Kendall County operations
     ceased to be included with our operations effective April 1, 2005, when the
     Company  assigned  the power  purchase  agreement to  Constellation  Energy
     Commodities. Coal revenue, realized under a cost-plus contract, was up $3.3
     million from 2005  reflecting an 11 percent  increase in the delivery price
     per ton due to higher coal  production  expenses  (see  operating  expenses
     below). In 2006, tons of coal sold were similar to 2005.

     OPERATING  EXPENSES  were down $108.1  million,  or 71  percent,  from 2005
     reflecting  the absence of a $77.9 million charge related to the assignment
     of the Kendall  County power  purchase  agreement to  Constellation  Energy
     Commodities on April 1, 2005,  expenses  related to Taconite  Harbor ($31.2
     million in 2005) and other expenses related to Kendall County ($6.3 million
     in 2005) that were  incurred  prior to April 1, 2005.  Expenses  related to
     coal  operations  were up $3.0 million  mainly due to  increased  equipment
     lease costs and increased fuel expenses in 2006.

     INTEREST EXPENSE was down $2.7 million, or 57 percent, primarily due to the
     absence of Taconite Harbor in 2006.

INVESTMENT IN ATC

     OTHER INCOME  (EXPENSE)  reflected  $1.0 million of income in 2006 from our
     equity investment in ATC, resulting from our share of ATC's earnings.

REAL ESTATE

     OPERATING REVENUE was up $5.1 million, or 13 percent, from 2005, due to the
     timing and mix of land sale  transaction  closings,  and revenue from prior
     land sales at our Town Center  development  project which are accounted for
     under the  percentage-of-completion  method.  Revenue  from land  sales was
     $40.2 million in 2006 which  included  $5.3 million of previously  deferred
     revenue.  In 2005, revenue from land sales was $35.1 million.  In 2006, 708
     acres of other land were sold  (1,058  acres and 7 lots in 2005).  Sales at
     Town Center represented 542 residential units and the rights to build up to
     364,995 square feet of commercial space in 2006 (643,000  commercial square
     feet in 2005).  Sales at Palm Coast Park represented 200 residential  units
     in 2006.  The first land sales for Town Center  were  recorded in June 2005
     and the first land sales at Palm Coast Park were  recorded in August  2006.
     In 2006,  revenue of $6.8 million  ($11.0 million in 2005) was deferred and
     will be  recognized  on a  percentage-of-completion  basis  as  development
     obligations are completed.

     OPERATING EXPENSES were up $0.9 million, or 7 percent, from 2005 reflecting
     a $0.2  million  increase in the cost of real estate sold ($7.4  million in
     2006;  $7.2  million  in 2005),  and a $0.2  million  increase  in  selling
     expenses.

31                   ALLETE Third Quarter 2006 Form 10-Q




COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005 (CONTINUED)

OTHER

     OPERATING  EXPENSES  were down $0.4  million,  or 14  percent,  from  2005,
     reflecting lower general and administrative expenses in 2006.

     INTEREST EXPENSE was up $1.0 million, or 48 percent,  from 2005,  primarily
     due to  interest  on  additional  taxes owed on the gain on the sale of our
     Florida Water assets.

     OTHER INCOME (EXPENSE)  reflected $9.0 million more income in 2006 due to a
     $3.6 million increase in earnings on cash and short-term  investments,  the
     absence  of $5.1  million  of  impairments  related  to two  privately-held
     emerging technology  impairments recorded in 2005 and the absence of a $1.0
     million  charge  recognized  in 2005 for the  probable  payment  under  our
     guarantee of Northwest  Airlines debt. In 2006, other income (expense) also
     reflected a $0.6 million call premium  related to the early  redemption  of
     industrial  development refunding revenue bonds and a $0.4 million increase
     in equity losses related to emerging technology investments.

INCOME TAXES

For the nine months ended  September  30, 2006,  the  effective  rate for income
taxes was 36.2 percent (8.7 percent  benefit for the nine months ended September
30,  2005).  The  increase  in the  effective  rate  compared  to last  year was
primarily  due to the  emerging  technology  impairment  and the Kendall  County
capital  loss  recorded in April 2005.  The current  benefit for these items was
limited to the federal benefit as the state net capital loss  carryforwards from
2005 were entirely  reserved.  The  effective  rate of 36.2 percent for the nine
months ended  September  30, 2006,  was less than the statutory  rate  primarily
because of investment  tax credits,  deductions for Medicare  health  subsidies,
depletion and finalization of taxes related to the spin-off of ADESA.


NON-GAAP FINANCIAL MEASURES

We  prepare  financial  statements  in  accordance  with  GAAP.  Along with this
information,  we disclose and discuss certain non-GAAP financial  information in
our  quarterly  earnings  releases,  on  investor  conference  calls and  during
investor  conferences  and related  events.  Management  believes  that non-GAAP
financial data supplements our GAAP financial  statements by providing investors
with additional  information which enhances the investors' overall understanding
of our financial performance and the comparability of our operating results from
period to period.  The presentation of this additional  information is not meant
to be considered  in isolation or as a substitute  for our results of operations
prepared and presented in accordance with GAAP.

As earlier mentioned, our financial results for 2005 were significantly impacted
by a $50.4 million after tax, or $1.84 per share,  charge due to the  assignment
of  the  Kendall  County  power  purchase  agreement  to  Constellation   Energy
Commodities. (See Note 6.)

Since the  Kendall  County  transaction  significantly  impacted  the  financial
results from continuing operations for the nine months ended September 30, 2005,
we believe that, for comparative  purposes and a more accurate reflection of our
ongoing  operations,  it is useful to present  diluted  earnings  per share from
continuing  operations for each applicable  period  excluding the impact of this
transaction.  The table below  reconciles  actual reported  diluted earnings per
share from  continuing  operations  to the  adjusted  results  that  exclude the
Kendall County transaction in the respective period.




                                                                           NINE MONTHS ENDED
                                                                             SEPTEMBER 30,
                                                                         2006           2005
------------------------------------------------------------------------------------------------
                                                                                
DILUTED EARNINGS (LOSS) PER SHARE OF COMMON STOCK
   Continuing Operations - As Reported                                  $1.95         $(0.24)
      Add:   Kendall County Charge                                          -           1.84
------------------------------------------------------------------------------------------------

   Continuing Operations - As Adjusted                                  $1.95         $ 1.60
------------------------------------------------------------------------------------------------


                    ALLETE Third Quarter 2006 Form 10-Q                       32




CRITICAL ACCOUNTING POLICIES

Certain  accounting  measurements  under  applicable  GAAP involve  management's
judgment  about  subjective  factors  and  estimates,  the  effects of which are
inherently uncertain.  Accounting measurements that we believe are most critical
to  our  reported  results  of  operations  and  financial   condition  include:
impairment  of long-lived  assets,  pension and  postretirement  health and life
actuarial assumptions, valuation of investments and provisions for environmental
remediation.  These policies are reviewed with the Audit  Committee of our Board
of Directors on a regular basis and summarized in our 2005 Form 10-K.


OUTLOOK

EARNINGS  GUIDANCE.  In February 2006, we projected  ALLETE's earnings per share
from  continuing  operations  to grow by 15  percent  to 20  percent  in 2006 as
outlined in our 2005 Form 10-K. We now expect  ALLETE's 2006 earnings to be near
the upper end of our  earnings  guidance  range.  The growth is expected to come
from continued  strong electric sales,  increased  earnings from real estate and
our  investment  in ATC. It also  reflects the absence of operating  losses from
Kendall County and impairments  related to our emerging  technology  investments
which impacted the Company's financial results in 2005.

ENERGY.  Over the next several  years,  we believe  electric  utilities  will be
facing the  unfolding  impacts of three  major  developments  that  occurred  in
2005--changes in regional transmission operation,  the development of rulemaking
on the enactment of stricter  environmental  regulations and federal legislation
impacting the structure and  organization of the electric utility  industry.  We
believe our energy  businesses  are well  positioned to  successfully  deal with
these  issues  and to  compete  successfully.  Our  access to and  ownership  of
low-cost power are our greatest strengths. We anticipate that we will have ready
access to sufficient capital for general business purposes.

RESOURCE PLAN. In 2006, the MPUC approved our Resource Plan,  which detailed our
retail  energy  demand  projections  and our  energy  sourcing  options  to meet
projected demand. We project a load growth of approximately 150 MW by 2010, with
another 200 MW of growth  anticipated  by 2015. One of the key components of the
Resource Plan was the  redirection of our Taconite  Harbor  generating  facility
from nonregulated  energy operations to regulated utility  operations  effective
January 1, 2006. The Taconite  Harbor  generation  will be  supplemented  with a
50-MW long-term power purchase  agreement with Manitoba Hydro which extends from
2009 to 2015.  This  agreement  was  executed in June 2006 and will be filed for
approval  with the MPUC.  Expansion of our renewable  generating  assets to meet
Minnesota's  Renewable  Energy  Objective  was also  approved  by the MPUC.  The
Renewable  Energy  Objective  seeks a 10 percent  supply of qualified  renewable
energy resources for each Minnesota utility by 2015. In April 2006, construction
began on a 50-MW wind  facility in North  Dakota and is expected to be completed
by the end of 2006. We will purchase the output from this wind facility  under a
25-year  power  purchase  agreement  with an  affiliate  of FPL Energy,  LLC. We
anticipate  that  retail  demand by  customers  in our  service  territory  will
increase at an average annual rate of 1.5 percent to 2019.

AREA AND BOSWELL 3 EMISSION  REDUCTION PLANS. In May 2006, the MPUC approved our
filing for cost  recovery of planned  expenditures  to reduce  emissions to meet
pending federal  requirements at Taconite Harbor and Laskin under the AREA plan.
The  AREA  plan   approval   allows   Minnesota   Power  to  recover   Minnesota
jurisdictional  costs for SO2, NOx and mercury emission reductions made at these
facilities  without a rate  proceeding.  Minnesota  cost  recovery  will include
return on investment,  depreciation,  and incremental operations and maintenance
expenses. Minnesota Power plans to complete installation of new equipment at the
first of two Laskin units by the end of November  2006,  with the first of three
Taconite Harbor unit installations anticipated to be completed by mid-2007. Work
on all units is  anticipated  to be completed by the end of 2008.  Cost recovery
filings are required to be made 90 days prior to the anticipated in-service date
for the equipment at each unit, with rate recovery beginning the month following
the in-service date.

In May 2006, we announced  plans to make emission  reduction  investments at our
Boswell Unit 3 generating  unit. Plans include  reductions of particulate,  SO2,
NOx and mercury  emissions to meet pending federal and state  requirements.  The
estimated cost for these  reductions is $200 million,  which the Company expects
to spend from 2007 through  2009.  On October 27, 2006, we submitted a filing to
the MPCA for  approval of the Boswell Unit 3 emission  reduction  plan. A filing
with the MPUC for approval

33                   ALLETE Third Quarter 2006 Form 10-Q




OUTLOOK (CONTINUED)

of Minnesota  jurisdictional  related expenditures on Boswell Unit 3 will follow
in  approximately  60 days.  MPUC  approval  would allow cost  recovery on these
investments  without a rate  proceeding.  Filing approval would authorize a cash
return on construction work in progress during the construction  phase and allow
recovery for a return on investment, depreciation and incremental operations and
maintenance expenses once placed into service in late 2009.

LARGE POWER  CONTRACTS.  Electric  power is a key component in the production of
taconite and paper, and these  industries  represent more than half of Minnesota
Power's  regulated  utility  electric  sales.  In March and April 2006, the MPUC
approved  new  all-requirements  agreements  with Stora Enso Oyj's  Duluth mills
through August 31, 2013,  and  UPM-Kymmene  Corporation's  Blandin Paper mill in
Grand Rapids  through  April 30, 2010.  Three other  long-term  agreements  were
approved by the MPUC in 2005,  extending  contracts  for an  additional  four to
eight years.  The  extension of our  electric  supply  contracts is an important
achievement  for our large  power  customers  and  Minnesota  Power  because  it
provides planning certainty for both our customers and us.

MISO AND FUEL CLAUSE.  In February  2006,  the MPUC issued an order that granted
rehearing  of the MISO Day 2 docket and  suspended  the refund  obligation.  The
Company worked with other Minnesota utilities, the DOC and other stakeholders to
prepare a joint recommendation  required by the MPUC in its February 2006 order,
of which costs should be recovered  on a current  basis  through the fuel clause
and which costs are more  appropriately  deferred for potential recovery through
base rates.  The joint  report and  recommendations  were filed with the MPUC in
June 2006.  A technical  conference  on the report is  scheduled at the MPUC for
October 31, 2006, with a hearing currently  scheduled for November 9, 2006. (See
Note 13.)

EXCELSIOR  ENERGY INC.  (Excelsior)  has proposed to construct  two 600 MW (net)
coal-gasification  generation units in northern Minnesota. The project is in the
early  development  stages  but may be an option  for our  long-term  forecasted
energy and capacity  needs.  Excelsior says the facility could be operational in
2011, but it needs to obtain the necessary  permits and financing.  In 2003, the
Minnesota  legislature  enacted several  provisions that provide  Excelsior with
special  considerations,  including  requiring  utilities  within  the  state to
"consider"  Excelsior before pursuing new  fossil-fuel-fired  resource additions
within  Minnesota.  In December 2005,  Excelsior  filed a petition with the MPUC
seeking approval of an unexecuted power purchase agreement with Xcel Energy Inc.
In January 2006,  Minnesota  Power filed  comments with the MPUC in  Excelsior's
proposed power purchase agreement proceeding,  focusing on the importance to the
state of  maintaining a range of base load energy  options,  including  multiple
fuel  types  and  generating  technologies.  In April  2006,  the MPUC  referred
Excelsior's  petition to an administrative law proceeding to further develop the
record in the case for subsequent MPUC deliberations.  Minnesota Power continues
to be a participant in these proceedings, focusing its comments on energy policy
and infrastructure impacts.

INVESTMENT IN ATC. In May 2006,  the PSCW reviewed and approved the request that
allows us to invest $60 million in ATC. As of  September  30,  2006,  our equity
investment  in  ATC  was  $35.2  million  including   reinvested  earnings  less
dividends, which equated to approximately a 5 percent ownership interest. By the
end of 2006, we anticipate having approximately $60 million invested in ATC.

SWL&P RATE  CASE.  In May 2006,  SWL&P  filed an  application  with the PSCW for
authority  to  increase  retail  utility  rates an  average of 5.2  percent  and
requested an 11.7 percent return on common equity.  Cost of service  studies and
rate designs for all retail  customer  classes were filed in June 2006. The PSCW
has scheduled a public  hearing for November  2006.  The Company  anticipates an
order before year end and that new rates will become effective in January 2007.

                    ALLETE Third Quarter 2006 Form 10-Q                       34




OUTLOOK (CONTINUED)

REAL ESTATE. Our real estate business,  ALLETE Properties, is well positioned to
continue year over year earnings  growth.  We have a diversified mix of property
under contract and available for  sale--residential,  commercial and industrial.
Rapid  residential  growth  over the past few years in our markets has created a
steady demand for our  commercial  properties.  As of September 30, 2006, we had
$114.5  million of pending  contracts  scheduled  to close over the next several
years.  Once our  Ormond  Crossings  development  project  approval  process  is
complete,  the amount of entitled property available for sale will increase.  We
believe the long-term growth indicators for Florida real estate remain strong.

Progress  continues  on  our  three  major  planned   development   projects  in
Florida--Town  Center,  which will be a new downtown for Palm Coast;  Palm Coast
Park, which is located in northwest Palm Coast; and Ormond  Crossings,  which is
located in Ormond Beach along Interstate 95.

TOWN CENTER. We began selling property from our Town Center development  project
in northeast  Florida in 2005.  Developers  who have purchased land from us have
started construction  activities.  Since land is being sold before completion of
the project  infrastructure,  revenue and cost of real estate sold are  recorded
using a  percentage-of-completion  method. Pending land sales under contract for
properties at Town Center totaled $43.8 million at September 30, 2006.

PALM COAST PARK. In May 2006,  Palm Coast Park District  issued $31.8 million of
tax-exempt, special assessment bonds, the majority of which will be used to fund
environmental  and traffic  mitigation,  and the construction of  infrastructure
improvements at Palm Coast Park. We began selling property at Palm Coast Park in
August 2006.  At  September  30,  2006,  pending  land sales under  contract for
properties at Palm Coast Park totaled $62.8 million.  We have the opportunity to
receive participation revenue as part of these sales contracts.

ORMOND CROSSINGS. We anticipate that the Development of Regional Impact approval
process  will be  concluded  in late  2006,  at which  time we would  receive  a
Development  Order  from the  City of  Ormond  Beach.  Engineering,  design  and
permitting will continue through 2007. It is not anticipated that any sales will
be made at Ormond Crossings until 2008.

As of  September  30, 2006,  we had $9.5 million of deferred  profit on sales of
real estate,  before taxes and minority interest,  on our balance sheet. Most of
the deferred profit relates to Town Center.

ALLETE Properties provides seller financing, and outstanding finance receivables
were $16.5 million at September 30, 2006,  with  maturities  ranging up to seven
years.  Outstanding  finance  receivables accrue interest at market-based rates.
These finance receivables are collateralized by the financed properties.




SUMMARY OF DEVELOPMENT PROJECTS INVENTORY                                    RESIDENTIAL             COMMERCIAL
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006            OWNERSHIP             UNITS               SQ. FT. 
-----------------------------------------------------------------------------------------------------------------------
                                                                                            

Town Center at Palm Coast                                   80%
     At December 31, 2005                                                       2,833                2,927,700
     Property Sold                                                               (542)                (364,995)
     Change in Estimate                                                           247                  (23,130)
-----------------------------------------------------------------------------------------------------------------------

                                                                                2,538                2,539,575
-----------------------------------------------------------------------------------------------------------------------

Palm Coast Park                                            100%
     At December 31, 2005                                                       3,600                3,200,000
     Property Sold                                                               (200)                       -
     Change in Estimate                                                             -                        -
-----------------------------------------------------------------------------------------------------------------------

                                                                                3,400                3,200,000

Ormond Crossings                                           100%                                       
-----------------------------------------------------------------------------------------------------------------------

                                                                                5,938                5,739,575
-----------------------------------------------------------------------------------------------------------------------

 Estimated and  includes  minority interest. The actual property allocation at full build-out may be different than
     these estimates.
 Includes industrial, office and retail square footage.
 The Development  of  Regional  Impact  Application  for  Development Approval submitted  in  August 2005  proposed
     4,400  residential units and 5 million square feet of commercial  space, and  is subject to approval by regulating
     governmental entities.



35                   ALLETE Third Quarter 2006 Form 10-Q




OUTLOOK (CONTINUED)




SUMMARY OF OTHER LAND INVENTORIES
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2006                    OWNERSHIP     TOTAL     MIXED USE    RESIDENTIAL   COMMERCIAL   AGRICULTURAL
-----------------------------------------------------------------------------------------------------------------------
                                                                                    

ACRES 

Palm Coast Holdings                      80%
     At December 31, 2005                            2,566       1,692          346           281          247
     Property Sold                                    (308)       (289)           -           (18)          (1)
     Contributed Land                                   (4)          -            -            (4)           -
     Change in Estimate                                (97)          -            -             -          (97)
-----------------------------------------------------------------------------------------------------------------------
                                                     2,157       1,403          346           259          149
-----------------------------------------------------------------------------------------------------------------------
Lehigh                                   80%
     At December 31, 2005                              613         390          140            74            9
     Property Sold                                    (390)       (390)           -             -            -
-----------------------------------------------------------------------------------------------------------------------
                                                       223           -          140            74            9
-----------------------------------------------------------------------------------------------------------------------
Cape Coral                              100%
     At December 31, 2005                               41           -            1            40            -
     Property Sold                                     (10)          -            -           (10)           -
-----------------------------------------------------------------------------------------------------------------------
                                                        31           -            1            30            -
-----------------------------------------------------------------------------------------------------------------------
Other                               100%           944           -            -             -          944
-----------------------------------------------------------------------------------------------------------------------
                                                     3,355       1,403          487           363        1,102
-----------------------------------------------------------------------------------------------------------------------

  Acreage  amounts  are  approximate and shown on a gross basis, including wetlands and  minority interest. Acreage
      amounts may vary due to platting or surveying  activity. Wetland amounts  vary  by  property and  are  often  not
      formally determined  prior to sale. The actual property allocation at full build-out  may be different than these
      estimates.
  Includes land  located in Ormond Beach, Florida,  and  other  land located in Palm Coast, Florida not included in
      development projects.




LIQUIDITY AND CAPITAL RESOURCES

CASH FLOW ACTIVITIES

A primary goal of our  strategic  plan is to improve cash flow from  operations.
Our  strategy  includes  growing our  businesses  both  internally  by expanding
facilities,  services and operations (see Capital Requirements),  and externally
through acquisitions.

We believe our  financial  condition  is strong,  as  evidenced by cash and cash
equivalents and short-term  investments of $173.0  million,  and a debt to total
capital ratio of 37 percent at September 30, 2006.

OPERATING ACTIVITIES.  Cash flow from operating activities was $90.5 million for
the nine months  ended  September  30,  2006 ($20.7  million for the nine months
ended  September 30, 2005).  Cash from operating  activities was higher in 2006,
primarily  due to the $77.9  million  Kendall  County Charge in 2005 and related
$24.3  million  deferred  federal  tax refund  received  in 2006.  Cash used for
inventories  was $6.2 million higher in 2006  reflecting  more coal purchases in
anticipation of maintenance on some coal handling  equipment which was completed
at the end of September.  Cash used for  discontinued  operations  was higher in
2006 due to payment of approximately $13 million of 2005 accrued liabilities.

INVESTING ACTIVITIES.  Cash flow for investing activities was $101.6 million for
the nine months ended  September 30, 2006 (cash flow from  investing  activities
was $34.0 million for the nine months ended  September 30, 2005).  Cash used for
investing  activities was higher in 2006 than 2005,  primarily due to activities
within our short-term  investments.  In 2006, net purchases of $4.7 million were
used for  short-term  investments,  while  2005  included  $82.5  million of net
proceeds  that were  received  from the sale of  short-term  investments.  Gross
proceeds from the sale of  available-for-sale  securities were $483.9 million in
2006 ($323.5  million in 2005) and purchases were $488.6 million ($241.0 million
in 2005).  Cash used for investing  activities in 2006  reflected  $34.3 million
invested in ATC and a $16.2 million increase in additions to property, plant and
equipment which vary from year to year.

                    ALLETE Third Quarter 2006 Form 10-Q                       36




LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

FINANCING  ACTIVITIES.  Cash flow for financing activities was $27.1 million for
the nine months ended September 30, 2006 ($9.4 million for the nine months ended
September 30, 2005). Cash used for financing activities increased in 2006 due to
an additional $7.7 million of dividends paid because of more shares  outstanding
and an increase in the dividend rate.  Cash from  financing  activities was $4.3
million lower in 2006,  primarily due to fewer shares issued under our long-term
incentive  compensation  plan. In 2006, we refinanced $77.8 million of long-term
debt at lower rates.

WORKING CAPITAL.  Additional working capital,  if and when needed,  generally is
provided by the sale of commercial  paper.  We have 0.6 million  original  issue
shares of our common stock  available for issuance  through INVEST  DIRECT,  our
direct  stock  purchase and dividend  reinvestment  plan.  We have bank lines of
credit aggregating $170.0 million, the majority of which expire in January 2011.
In January  2006, we renewed,  increased  and extended a committed,  syndicated,
unsecured revolving credit facility with LaSalle Bank National  Association,  as
Agent,  for $150 million  (Line).  The Line matures on January 11, 2011.  At our
request and subject to certain  conditions,  the Line may be  increased  to $200
million and extended for two additional  12-month periods. We may prepay amounts
outstanding under the Line in whole or in part at our discretion without premium
or penalty. Additionally, we may irrevocably terminate or reduce the size of the
Line prior to  maturity  without  premium or  penalty.  The Line may be used for
general  corporate  purposes and working  capital,  and to provide  liquidity in
support of our commercial  paper program.  The amount and timing of future sales
of our securities will depend upon market  conditions and our specific needs. We
may sell securities to meet capital requirements,  to provide for the retirement
or early  redemption of issues of long-term debt, to reduce  short-term debt and
for other corporate purposes.

In May 2006, Palm Coast Park District  issued $31.8 million of tax-exempt,  5.7%
Special Assessment Bonds, Series 2006, due May 1, 2037. The bonds were issued to
fund a portion of the Palm  Coast Park  development  project  in  Florida.  Bond
proceeds of $26.3 million will be used for environmental and traffic mitigation,
and  the  construction  of   infrastructure   improvements,   including  utility
extensions, roadways, parks, drainage, recreational facilities,  landscaping and
a multi-purpose  trail system.  The remaining funds will be used for capitalized
interest,  a debt service reserve fund and the costs of issuance.  The bonds are
payable from and secured by the revenue derived from assessments imposed, levied
and  collected by the Palm Coast Park  District.  The  assessments  represent an
allocation of the costs of the improvements,  including bond financing costs, to
the lands within the Palm Coast Park District  benefiting from the improvements.
The assessments  will be included in the annual property tax bills of landowners
beginning in November  2007. To the extent that we still own land at the time of
the assessment, in accordance with EITF 91-10, we will recognize the cost of our
portion of these assessments, based upon our ownership of benefited property. At
September 30, 2006, we owned 97 percent of the assessable land in the Palm Coast
Park District.

SECURITIES

In March 2001, ALLETE, ALLETE Capital II and ALLETE Capital III, jointly filed a
registration  statement with the SEC,  pursuant to Rule 415 under the Securities
Act of 1933. The registration  statement,  which has been declared  effective by
the SEC,  relates to the possible  issuance of a remaining  aggregate  amount of
$387  million of  securities,  which may  include  ALLETE  common  stock,  first
mortgage  bonds and other  debt  securities,  and  ALLETE  Capital II and ALLETE
Capital  III  preferred  trust  securities.   ALLETE  also  previously  filed  a
registration  statement,  which has been declared effective by the SEC, relating
to the possible  issuance of $25 million of first  mortgage bonds and other debt
securities.  We may sell all or a portion of the remaining registered securities
if warranted by market  conditions and our capital  requirements.  Any offer and
sale  of the  above-mentioned  securities  will  be  made  only  by  means  of a
prospectus  meeting the requirements of the Securities Act of 1933 and the rules
and regulations thereunder.

In March  2006,  we issued $50  million in  principal  amount of First  Mortgage
Bonds, 5.69% Series due March 1, 2036.  Proceeds were used to redeem $50 million
in principal amount of First Mortgage Bonds, 7% Series due March 1, 2008.

37                    ALLETE Third Quarter 2006 Form 10-Q




LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

On July 5, 2006, the Collier County Industrial  Development Authority (Authority
or Issuer) issued $27.8 million of Industrial  Development  Variable Rate Demand
Refunding  Revenue  Bonds  Series 2006 due 2025  (Refunding  Bonds) on behalf of
ALLETE.  The  interest  rate on these  bonds  was 3.7% at  September  30,  2006.
Pursuant to a financing  agreement  between the Authority and ALLETE dated as of
July 1, 2006,  ALLETE is obligated to make payments to the Issuer  sufficient to
pay all  principal  and interest on the Refunding  Bonds.  ALLETE's  obligations
under the  financing  agreement  are supported by a direct pay letter of credit.
Proceeds from the Refunding  Bonds and internally  generated  funds were used to
redeem  $29.1  million of  outstanding  Collier  County  Industrial  Development
Refunding Revenue Bonds 6.5% Series 1996 due 2025 on August 9, 2006. As a result
of an early redemption  premium,  we recognized a $0.6 million pre-tax charge to
other expense in the third quarter of 2006.

In September 2006, we accepted an offer from certain institutional buyers in the
private placement market to purchase $60 million of ALLETE first mortgage bonds.
When issued, on or about February 1, 2007, the bonds will carry an interest rate
of 5.99% and will have a term of 20 years.  We intend to use the  proceeds  from
the bonds to retire $60 million in principal  amount of First Mortgage Bonds, 7%
Series due February 15, 2007.

OFF-BALANCE SHEET ARRANGEMENTS

Off-balance  sheet  arrangements  are  summarized  in our 2005 Form  10-K,  with
additional disclosure discussed in Note 13 of this Form 10-Q.

CAPITAL REQUIREMENTS

For  the  nine  months  ended  September  30,  2006,  capital  expenditures  for
continuing   operations   totaled  $53.3  million   ($37.1   million  in  2005).
Expenditures  for the nine months  ended  September  30,  2006,  included  $52.5
million  for  Regulated  Utility  and  $0.8  million  for  Nonregulated   Energy
Operations.  Internally-generated  funds were the  source of  funding  for these
expenditures.

Real  estate  development  expenditures  are and will be funded with a revolving
development loan and tax-exempt bonds issued by community development districts.
The Town Center  District  issued  $26.4  million of  tax-exempt  bonds in 2005.
Approximately  $21 million of the bond proceeds will be used for construction of
infrastructure  improvements at Town Center, with the remaining funds to be used
for capitalized interest, a debt service reserve fund and costs of issuance. The
Palm Coast Park District  issued $31.8 million of tax-exempt  bonds in May 2006.
Bond  proceeds  of $26.3  million  will be used for  environmental  and  traffic
mitigation,  and the construction of  infrastructure  improvements at Palm Coast
Park,  with the  remaining  funds to be used for  capitalized  interest,  a debt
service reserve fund and costs of issuance.  Company expenditures related to our
real estate  developments  in Florida  increase the  carrying  value of our land
assets, which are classified as Investments on our consolidated balance sheet.


ENVIRONMENTAL MATTERS AND OTHER

As  previously  discussed  in our  Critical  Accounting  Policies  section,  our
businesses  are  subject  to  regulation  of  environmental  matters  by various
federal,  state and local  authorities.  Due to  future  stricter  environmental
requirements through legislation and/or rulemaking, we anticipate that potential
expenditures  for  environmental  matters  will be  material  and  will  require
significant  capital  investments.  We are unable to predict  the outcome of the
issues discussed in Note 13.


NEW ACCOUNTING STANDARDS

New accounting standards are discussed in Note 1.


                    ALLETE Third Quarter 2006 Form 10-Q                       38




ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

SECURITIES INVESTMENTS

AVAILABLE-FOR-SALE   SECURITIES.  Our  available-for-sale  securities  portfolio
consists of securities in a grantor trust  established to fund certain  employee
benefits  included in  Investments,  and various auction rate bonds and variable
rate  demand  notes  included  in  Short-Term  Investments.   Available-for-sale
securities are recorded at fair value with unrealized  gains and losses included
in accumulated other comprehensive  income (loss), net of tax. Unrealized losses
that are other  than  temporary  are  recognized  in  earnings.  Our  short-term
investments  classified as  available-for-sale  securities  are recorded at fair
market value which equates to cost because the variable interest rates for these
securities  typically reset every 7 to 35 days.  Despite the long-term nature of
their stated  contractual  maturities,  we have the ability to quickly liquidate
these  securities.  As a result,  we had no cumulative gross unrealized  holding
gains (losses) or gross realized gains (losses) from our short-term investments.
All income generated from these short-term  investments was recorded as interest
income. Our  available-for-sale  securities portfolio had a fair value of $145.5
million at September 30, 2006 ($139.5  million at December 31, 2005) and a total
unrealized after-tax gain of $2.7 million at September 30, 2006 ($2.1 million at
December 31, 2005).

We use the specific  identification method as the basis for determining the cost
of   securities   sold.   Our  policy  is  to  review  on  a   quarterly   basis
available-for-sale  securities for other than temporary  impairment by assessing
such  factors  as the  share  price  trends  and the  impact of  overall  market
conditions.  As a result of our  periodic  assessments,  we did not  record  any
impairment of available-for-sale  securities for the nine months ended September
30, 2006.

EMERGING TECHNOLOGY PORTFOLIO.  As part of our emerging technology portfolio, we
have  several   minority   investments  in  venture  capital  funds  and  direct
investments  in  privately-held,   start-up   companies.   We  account  for  our
investments in venture capital funds under the equity method and account for our
direct  investments  in  privately-held  companies  under the cost method  based
primarily on our ownership percentages. The total carrying value of our emerging
technology  portfolio  was $9.1 million at September  30, 2006 ($9.2  million at
December 31,  2005).  Our policy is to review these  investments  quarterly  for
impairment  by  assessing  such  factors as  continued  commercial  viability of
products, cash flow and earnings. Any impairment would reduce the carrying value
of the investment.  Our basis in direct investments in privately-held  companies
included in the emerging  technology  portfolio  was zero at September 30, 2006,
and December 31, 2005.


COMMODITY PRICE RISK

Our regulated utility operations in Minnesota and Wisconsin incur costs for fuel
(primarily  coal),  power and natural gas  purchased for resale in our regulated
service  territories,  and  related  transportation.  Our  regulated  utilities'
exposure to price risk for these  commodities is significantly  mitigated by the
current ratemaking process and regulatory environment,  which generally allows a
fuel clause  surcharge  if costs are in excess of those in our last rate filing.
Conversely,  costs below those in our last rate filing  result in a rate credit.
We seek to prudently  manage our  customers'  exposure to price risk by entering
into contracts of various durations and terms for the purchase of coal and power
(in Minnesota), power and natural gas (in Wisconsin), and related transportation
costs.

39                  ALLETE Third Quarter 2006 Form 10-Q


ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (CONTINUED)

POWER MARKETING

Our  power  marketing  activities  consist  of:  (1)  purchasing  energy  in the
wholesale  market for resale in our regulated  service  territories  when retail
energy  requirements  exceed generation output; and (2) selling excess available
generation and purchased power.

From time to time,  our utility  operations may have excess  generation  that is
temporarily  not required by retail and  municipal  customers  in our  regulated
service  territory.  We actively sell this generation to the wholesale market to
optimize the value of our generating  facilities.  This  generation is generally
sold in the MISO market at market prices.

Approximately 200 MW of generation from our Taconite Harbor facility in northern
Minnesota has been sold through various long-term capacity and energy contracts.
Long-term, we have entered into two capacity and energy sales contracts totaling
175 MW (201 MW  including a 15 percent  reserve),  which were  effective  May 1,
2005,  and  expire on April 30,  2010.  Both  contracts  contain  fixed  monthly
capacity charges and fixed minimum energy charges.  One contract provides for an
annual  escalator  to the energy  charge based on increases in our cost of coal,
subject to a small minimum annual  escalation.  The other contract provides that
the energy  charge  will be the greater of a fixed  minimum  charge or an amount
based on the variable production cost of a combined-cycle, natural gas unit. Our
exposure  in the  event  of a full or  partial  outage  at our  Taconite  Harbor
facility  is  significantly  limited  under  both  contracts.  When the buyer is
notified at least two months prior to an outage,  there is no exposure.  Outages
with less than two months' notice are subject to an annual  duration  limitation
typical of this type of contract. We also have a 50-MW capacity and energy sales
contract that extends through April 2008, with formula pricing based on variable
production cost of a combustion-turbine, natural gas unit.


ITEM 4.    CONTROLS AND PROCEDURES

We maintain a system of controls and procedures  designed to provide  reasonable
assurance  as  to  the  reliability  of  the  financial   statements  and  other
disclosures  included  in  this  report,  as well as to  safeguard  assets  from
unauthorized  use or disposition.  We evaluated the  effectiveness of the design
and operation of our disclosure  controls and procedures  under the  supervision
and with the participation of management,  including our chief executive officer
and chief  financial  officer,  as of the end of the period covered by this Form
10-Q.  Based  upon  that  evaluation,  our  chief  executive  officer  and chief
financial  officer  concluded  that our  disclosure  controls and procedures are
effective.  While we continue to enhance our  internal  control  over  financial
reporting,  there has been no  change in our  internal  control  over  financial
reporting  that  occurred  during  our  most  recent  fiscal  quarter  that  has
materially affected,  or is reasonably likely to materially affect, our internal
control over financial reporting.

                       ALLETE Third Quarter 2006 Form 10-Q                    40


PART II.   OTHER INFORMATION
ITEM 1.    LEGAL PROCEEDINGS

Material  legal and  regulatory  proceedings  are included in the  discussion of
Other  Information  in Part II, Item 5 and/or Note 13, and are  incorporated  by
reference herein.


ITEM 1A.   RISK FACTORS

There have been no material  changes from the risk factors  disclosed  under the
heading  "Risk  Factors"  in Part I,  Item 1A of our 2005 Form 10-K and Part II,
Item 1A of our Form 10-Q for the Quarter Ended March 31, 2006.


ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.


ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


ITEM 5.    OTHER INFORMATION

Reference  is made to our 2005  Form  10-K  for  background  information  on the
following updates. Unless otherwise indicated,  cited references are to our 2005
Form 10-K.


Ref. Page 7 - Minimum Revenue and Demand Under Contract Table
Ref. Form 10-Q for the Quarter Ended March 31, 2006, Page 32 - Eighth Paragraph




MINIMUM REVENUE AND DEMAND UNDER CONTRACT                                MINIMUM                       MONTHLY
AS OF OCTOBER 1, 2006                                                ANNUAL REVENUE           MEGAWATTS
-------------------------------------------------------------------------------------------------------------------
                                                                                                
     2006                                                             $109.3 million                     711
     2007                                                              $60.1 million                     356
     2008                                                              $27.7 million                     158
     2009                                                              $25.9 million                     151
     2010                                                              $23.6 million                     134
-------------------------------------------------------------------------------------------------------------------

  Based on  past  experience, we believe revenue from our large power customers will be substantially in excess
      of the minimum contract amounts.
  Although several contracts have a feature that allows demand to go to zero after a two-year advance notice of
      a  permanent  closure,  this  minimum revenue summary  does not  reflect  this  occurrence  happening  in the
      forecasted period because we believe it is unlikely.



41                     ALLETE Third Quarter 2006 Form 10-Q



ITEM 5.    OTHER INFORMATION (CONTINUED)

Ref. Page 20 - Sixth Full Paragraph
Ref. Form 10-Q for the Quarter Ended June 30, 2006, Page 41 - Third Paragraph

On June 16,  2006,  Minnesota  Power  filed an  application  with the MPCA for a
variance  from a  wastewater  discharge  standard  for  mercury  included in its
National Pollutant  Discharge  Elimination System (NPDES) permit for Laskin. The
variance   requested  an  extension   for  Laskin  to  meet  mercury   discharge
requirements  which become  effective  March 23, 2007,  as set forth in Laskin's
NPDES  permit  issued  by the MPCA in May 2005.  In view of the  EPA's  proposed
changes  relating  to the  implementation  of  mercury  water  policy and recent
developments  in mercury  treatment  technologies,  the MPCA believes it is more
appropriate at this time to forego the processing of mercury variances.  Instead
a permit modification will be used which will contain a compliance schedule that
specifies  interim  actions  and limits that lead to  compliance  with the final
limits by March 31, 2010.  This approach will allow  Minnesota  Power to further
investigate  treatment  alternatives.  It is expected that a permit modification
will be issued in late 2006 or early  2007.  In October  2006,  Minnesota  Power
submitted a letter  withdrawing its variance  request.  The Company is unable to
predict the outcome of this matter.


Ref. Page 20 - Insert before First Full Paragraph
Ref. Page 49 - Fifth Paragraph
Ref. Form 10-Q for the Quarter Ended March 31, 2006, Page 34 - Last Paragraph

On October  27,  2006,  we  submitted  a filing to the MPCA for  approval of the
Boswell Unit 3 emission  reduction  plan. A filing with the MPUC for approval of
Minnesota  jurisdictional  related expenditures on Boswell Unit 3 will follow in
approximately  60  days.  MPUC  approval  would  allow  cost  recovery  on these
investments  without a rate  proceeding.  Filing approval would authorize a cash
return on construction work in progress during the construction  phase and allow
recovery for a return on investment, depreciation and incremental operations and
maintenance expenses once placed into service in late 2009.


Ref. Page 21 - First Full Paragraph

CLEAN WATER ACT - AQUATIC ORGANISMS.  In June 2006,  biological studies required
by Section  316(b) Phase II Rule of the Clean Water Act at our Boswell,  Laskin,
Hibbard and Taconite  Harbor  generating  facilities as well as the Square Butte
generating  facility  were  completed.  Engineering  analyses to determine  best
technology  available for cooling water intake operations will take place during
2007.  The  estimated  total cost of these  biological  studies and  engineering
analyses  for our  facilities  is expected to be in the range of $0.5 million to
$1.2  million.  At this time,  we cannot  estimate  the capital  and/or  aquatic
restoration  expenditures that may be required to comply with the Section 316(b)
Phase II Rule.


                       ALLETE Third Quarter 2006 Form 10-Q                    42



ITEM 6.    EXHIBITS

EXHIBIT
NUMBER

   +10(a)  August  2006  Amendments  to  the  ALLETE  and  Affiliated  Companies
           Supplemental Executive Retirement Plan.

   +10(b)  August 2006 Amendment to the Minnesota Power and Affiliated Companies
           Executive Investment Plan I.

   +10(c)  August 2006 Amendment to the Minnesota Power and Affiliated Companies
           Executive Investment Plan II.

   +10(d)  August 2006 Amendment to the ALLETE  Director  Compensation  Deferral
           Plan.

    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 Chief Financial Officer  Pursuant to Section  906 of the
           Sarbanes-Oxley Act of 2002.

      99   ALLETE News Release dated October  30,  2006, announcing  2006  third
           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.)


--------------------------------
+   MANAGEMENT CONTRACT OR COMPENSATORY PLAN OR ARRANGEMENT.


43                     ALLETE Third Quarter 2006 Form 10-Q



                                   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.





October 30, 2006                                 Mark A. Schober
                               -------------------------------------------------
                                                 Mark A. Schober
                               Senior Vice President and Chief Financial Officer



                       ALLETE Third Quarter 2006 Form 10-Q                    44






                                  EXHIBIT INDEX


EXHIBIT
NUMBER
--------------------------------------------------------------------------------


 10(a)  August  2006  Amendments  to  the   ALLETE   and   Affiliated  Companies
        Supplemental Executive Retirement Plan.

 10(b)  August  2006  Amendment to the Minnesota Power and Affiliated  Companies
        Executive Investment Plan I.

 10(c)  August 2006  Amendment to  the Minnesota Power and Affiliated  Companies
        Executive Investment Plan II.

 10(d)  August 2006 Amendment to the ALLETE Director Compensation Deferral Plan.

 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  Chief  Financial  Officer  Pursuant to Section 906 of  the
        Sarbanes-Oxley Act of 2002.

   99   ALLETE  News  Release  dated October 30, 2006,  announcing  2006   third
        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.)


                       ALLETE Third Quarter 2006 Form 10-Q