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December 1, 2004
The ALLETE Investor

Invest Direct participants: Please hold on to your statements

If you’re an Invest Direct participant, the statement enclosed with this newsletter reports this year’s activity in your account since the spin-off of ADESA on Sept. 20, 2004. You previously received a statement detailing your account transactions from Jan. 1, 2004 through Sept. 20, 2004.

These statements are for your permanent records and we urge you to save these statements and file them away for future reference. You’ll need to refer to these statements in order to determine your cost basis information if you sell these shares at some point in the future.

Dear Shareholder

As we head into the final month of 2004, all of us at ALLETE are energized by the events of the recent past and by our prospects for the future. Through the end of the third quarter, our financial results were strong enough that we increased our earnings guidance for the year. We now project that 2004 income from continuing operations, excluding a one-time charge for early debt repayment, will be 28 percent higher than it was in 2003.

There are many reasons why our financial performance has improved. We’re pleased to report stronger electric sales to Minnesota Power’s industrial customers, a strength that mirrors a more robust market for taconite and wood products. This translates into a healthier economy and a broadening employment base in our region. ALLETE’s real estate operation in Florida has also enjoyed a good year. Through Sept. 30, earnings at ALLETE Properties are 31 percent ahead of where they were a year ago.

Our balance sheet is looking better to us now because our debt balance is lower than in 2003. In July, we repaid a significant debt early (incurring the one-time charge I mentioned earlier), and we’ve also used some of the proceeds of our Florida Water sale to pay down debt.

Minnesota Power is examining ways to increase its base-load supply of energy to keep up with customer demand, growing at a projected 1.7 percent per year. We’ll need 200 more megawatts of power by 2009, and we’re examining ways to secure it.

We’ve celebrated other, more tangible successes, too. On Oct. 5, west of Duluth, we set the first in a long series of transmission structures that will eventually carry a much-needed 345 kilovolt transmission line linking Minnesota andWisconsin. Less than two weeks later, we christened a mammoth new drag line in Center, N.D. that will unearth lignite at our BNI Coal subsidiary for decades to come.

Here’s hoping your holidays are blessed with warmth and happiness.

Sincerely,


Don Shippar
Chief Executive Officer

 

Cost basis information related to spin-off available at allete.com.

ALLETE shareholders have asked many questions about cost basis since the Sept. 20 spin-off and distribution of ADESA stock. Answers to many of these questions can be found here.

Determining your cost basis is necessary for the accurate calculation of any capital gain or loss you may be required to file with the Internal Revenue Service.

The distribution of ADESA stock to ALLETE shareholders was structured to qualify as a tax-free stock dividend. But income tax law requires that when you sell your stock, the cost basis in ALLETE before the spin-off must be allocated between your ALLETE shares and the ADESA stock you received. This allocation is based on the relative fair market values, immediately after the spin-off, of your ALLETE and ADESA shares.

Federal tax regulations do not specify how you should determine the relative fair market values of the stocks. But you, or your tax advisor, may find the calculation posted here helpful in determining those values. In short, your aggregate tax basis could be apportioned 40percent to your ALLETE stock and 60 percent to the ADESA stock you received.

ALLETE shareholders are encouraged to consult their tax advisor if they have any questions about calculating the fair market value or cost basis of their stock holdings.

The first of an estimated 1,500 towers that will carry the Arrowhead-Weston 345 kV transmission line was set in the ground in West Duluth Oct. 5. More than 40 of the towers had been installed by Thanksgiving. A large gathering of Minnesota Power personnel and contractors watched as the first 145-foot steel tower was raised in two sections.

ENERGY  Services

New BNI Coal dragline 'Liberty' christened in Center, N.D.

Executives from ALLETE, BNI Coal, the Minnkota Power Cooperative and dozens of onlookers cheered as a mammoth new dragline was christened on a snowy hilltop near Center, N.D. Oct. 17.

The christening came complete with a bursting champagne bottle, the hoisting of a flag up the machine’s 355-foot boom, a military honor guard and a speech by North Dakota Gov. John Hoeven.

Prior to the ceremony, BNI Coal conducted tours of its huge new dragline, called “Liberty.” A dragline is an excavating machine that drags a large shovel across soil covering a coal deposit so that other equipment can mine the coal. Manufactured by Bucyrus International and assembled by a subsidiary called Minserco, the dragline weighs 4,629 tons and has a drag force of 741,000 pounds

The new dragline, which will cost $38 million, has a 30-year expected life. Liberty will enable BNI to dig deeper and more effectively remove overburden

from lignite coal seams at the Center mine, which supplies fuel for Minnkota Power Cooperative’s Milton R. Young Generating Station. The mine produces 4.5 million tons of coal annually, and is North Dakota’s lowest-cost producer of lignite coal.

The Bucyrus 82000 is built upon a mechanism that allows it to “walk” up to ??? feet during a ??-hour period. Virtually all of the mine’s production is consumed by two electric generation cooperatives, Minnkota Power and Square Butte.

Minnesota Power purchases from Square Butte about 71 percent of the power generated by a 435-megawatt unit at the Young Station.

Minnesota Power bought Baukol-Noonan Inc. in 1988 and changed the name to BNI Coal Ltd. Operations at the open-pit lignite mine began in 1970.

Pictured at the “Liberty” christening in Center, N.D. are: ALLETE directors Peter Johnson and Jack Rajala, General Counsel Deb Amberg, Chief Financial Officer Jim Vizanko, Sr. VP of Utility Operations Warren Candy, BNI President Mike Hummell, North Dakota Gov. John Hoeven and ALLETE CEO Don Shippar
 


Three new directors, four officers join ALLETE management team

Three new directors have been appointed to the ALLETE board, and four experienced executives have been named corporate officers of the Duluth, Minn.-based company

.Heidi Eddins, Madeleine Ludlow and Donald Shippar have joined the ALLETE board of directors.

Eddins, 48, is executive vice president, secretary and general counsel of Florida East Coast Industries, Inc., a transportation and real estate company based in St. Augustine, Fla. Shippar, 55, president and CEO of ALLETE, has served in a number of executive positions at ALLETE since he joined the company in 1976. Ludlow, 50, of Cincinnati, Ohio, is chairman of Cadence Network ,Inc., a

web-based provider of utility expense management services. Six ALLETE directors resigned to join the ADESA, Inc. board: Deborah Weinstein, David Gartzke, Dennis Green, Thomas Cunningham, Wynn Bussmann and Donald Wegmiller. Nick Smith will remain on both the ALLETE and ADESA boards. Gartzke, former chairman, president and CEO of ALLETE, is now board chairman and CEO of ADESA.

ALLETE’s new corporate officers and their titles are Claudia Scott Welty, 51, chief administrative officer; David J. McMillan, 43, senior vice president for marketing and public affairs; Warren L. Candy, 55, senior vice president, utility operations; and Laura A. Holquist, 43, president of ALLETE Properties.







Heidi Eddins
Madeleine Ludlow
Claudia Scott Welty
David J. McMillan
Warren L. Candy
Laura A. Holquist
The statements contained in this newsletter and statements that ALLETE may make orally in connection with this newsletter that are not historical facts, are forward-looking statements. Actual results may differ materially from those projected in the forward-looking statements. These forward-looking statements involve risks and uncertainties and investors are directed to the risks discussed in documents filed by ALLETE with the Securities and Exchange Commission.
Shareholder Services ALLETE • 30 West Superior Street • Duluth, MN 55802-2093 • 218-723-3974 or 1-800-535-3056
E-mail: shareholder@allete.com