SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
/X/ Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended DECEMBER 31, 2004
or
/ / Transition Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the transition period from to
------------- -------------
Commission File No. 1-3548
MINNESOTA POWER AND AFFILIATED COMPANIES
RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN
(Full Title of the Plan)
-----------------------------
ALLETE, Inc.
30 West Superior Street
Duluth, Minnesota 55802-2093
(Name of issuer of securities
held pursuant to the Plan and
the address of its principal
executive office)
-----------------------------
INDEX
PAGE
Report of Independent Registered Public Accounting Firm 2
Statement of Net Assets Available for Benefits -
December 31, 2004 and 2003 3
Statement of Changes in Net Assets Available for Benefits -
Year Ended December 31, 2004 4
Notes to Financial Statements 5
Supplemental Schedules
Schedule I: Schedule of Assets (Held at End of Year) -
December 31, 2004 12
Schedule II: Schedule of Assets (Acquired and Disposed
of Within Year) -
Year Ended December 31, 2004 13
Schedule III: Schedule of Reportable Transactions in
Excess of 5% of Fair Value of Plan Assets -
Year Ended December 31, 2004 14
Signatures 15
Note: Other schedules required by 29 CFR 2520.103.10 of the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974 have been omitted
because they are not applicable.
1 ALLETE 2004 RSOP Form 11-K
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of the
Minnesota Power and Affiliated Companies
Retirement Savings and Stock Ownership Plan
We have audited the accompanying statement of net assets available for benefits
of the Minnesota Power and Affiliated Companies Retirement Savings and Stock
Ownership Plan (the "Plan") as of December 31, 2004, and the related statement
of changes in net assets available for benefits for the year then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The financial statements of the Plan as of December 31, 2003 were
audited by other auditors whose report dated May 28, 2004, expressed an
unqualified opinion on those statements.
We conducted our audit of these statements in accordance with the standards of
the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2004, and the changes in its net assets available for benefits for
the year then ended in conformity with accounting principles generally accepted
in the United States of America.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, Schedule of
Assets (Held at End of Year) - December 31, 2004, Schedule of Assets (Acquired
and Disposed of Within Year) - Year Ended December 31, 2004 and Schedule of
Reportable Transactions - Year Ended December 31, 2004, are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. These supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
Reilly, Penner & Benton LLP
Milwaukee, Wisconsin
June 7, 2005
ALLETE 2004 RSOP Form 11-K 2
MINNESOTA POWER AND AFFILIATED COMPANIES
RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
Thousands
DECEMBER 31,
2004 2003
--------------------------------------------------------------------------------
ASSETS
Investments
Participant Funds $260,432 $249,857
Unallocated Funds 104,877 106,608
--------------------------------------------------------------------------------
365,309 356,465
--------------------------------------------------------------------------------
Contributions Receivable
Participant 305 337
Employer 1,521 799
--------------------------------------------------------------------------------
1,826 1,136
--------------------------------------------------------------------------------
Cash 3 2
--------------------------------------------------------------------------------
367,138 357,603
--------------------------------------------------------------------------------
LIABILITIES
Accrued Interest 2,387 2,386
Long-Term Debt 69,818 71,182
--------------------------------------------------------------------------------
72,205 73,568
--------------------------------------------------------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $294,933 $284,035
--------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements.
3 ALLETE 2004 RSOP Form 11-K
MINNESOTA POWER AND AFFILIATED COMPANIES
RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Thousands
YEAR ENDED DECEMBER 31, 2004
--------------------------------------------------
PARTICIPANT UNALLOCATED
FUNDS FUNDS TOTAL
-----------------------------------------------------------------------------------------------------------------
INVESTMENT INCOME
Dividend Income $ 6,645 $ 3,400 $ 10,045
Interest Income 138 - 138
Net Appreciation in Fair Value of Investments 20,099 5,649 25,748
Other 14 - 14
-----------------------------------------------------------------------------------------------------------------
26,896 9,049 35,945
-----------------------------------------------------------------------------------------------------------------
CONTRIBUTIONS
Participant 8,951 - 8,951
Employer - 2,839 2,839
Rollover 281 - 281
-----------------------------------------------------------------------------------------------------------------
9,232 2,839 12,071
-----------------------------------------------------------------------------------------------------------------
DEDUCTIONS
Participants' Withdrawals (22,898) - (22,898)
Interest Expense - (7,185) (7,185)
Administrative Expenses (1) (129) (130)
-----------------------------------------------------------------------------------------------------------------
(22,899) (7,314) (30,213)
-----------------------------------------------------------------------------------------------------------------
TRANSFERS AND ALLOCATIONS
Transfers to Retirement Plans (6,905) - (6,905)
Allocations to Participants 3,577 (3,577) 0
-----------------------------------------------------------------------------------------------------------------
(3,328) (3,577) (6,905)
-----------------------------------------------------------------------------------------------------------------
NET INCREASE 9,901 997 10,898
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of Year 249,389 34,646 284,035
-----------------------------------------------------------------------------------------------------------------
End of Year $259,290 $35,643 $294,933
-----------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements.
ALLETE 2004 RSOP Form 11-K 4
MINNESOTA POWER AND AFFILIATED COMPANIES
RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN
The Minnesota Power and Affiliated Companies Retirement Savings and Stock
Ownership Plan (RSOP or Plan) is a contributory defined contribution plan
subject to the provisions of the Employee Retirement Income Security Act of
1974, as amended (ERISA), and qualifies as an employee stock ownership plan and
profit sharing plan. At December 31, 2004, there were 1,856 participants in the
RSOP. Participating affiliated companies (collectively, the Companies) at
December 31, 2004, included:
- ALLETE, Inc. (ALLETE, or Company)
- Minnesota Power (an operating division of ALLETE)
- Superior Water, Light and Power Company
- Enventis Telecom, Inc.
- MP Affiliate Resources, Inc.
The RSOP provides eligible employees of the Companies an opportunity to save for
retirement by electing to make before-tax and after-tax contributions through
payroll deduction, and directing the contributions into various 401(k)
investment options. (See Participant Investment Options.) The RSOP also provides
eligible employees of the Companies employee stock ownership benefits in ALLETE
common stock (Common Stock).
BASIS OF PRESENTATION
Participant funds represent the participants' 401(k) investment funds and shares
allocated to participants in the ALLETE RSOP Stock Fund. Unallocated funds
represent unallocated shares to be allocated to the ALLETE RSOP Stock Fund in
the future.
ADMINISTRATION
The Plan is administered for the Companies by the Employee Benefit Plans
Committee (Committee). The mailing address of the Committee is 30 West Superior
Street, Duluth, Minnesota 55802-2093. The Committee consists of 10 members who
were appointed by the Board of Directors of ALLETE. The Board of Directors has
the power to remove members of the Committee from office. Members of the
Committee receive no compensation for their services with respect to the Plan.
The responsibility of the Committee includes the determination of compliance
with the Plan's eligibility requirements, as well as, the administration and
payment of benefits in a manner consistent with the terms of the Plan and
applicable law. The Committee has the authority to establish, modify and repeal
policies and procedures as it may deem necessary to carry out the provisions of
the Plan. The Committee also has the authority to designate persons to carry out
fiduciary responsibilities (other than trustee responsibilities) under the Plan.
The Committee has the power to appoint an investment manager or managers (as
defined by ERISA), attorneys, accountants and such other persons as it shall
deem necessary or desirable in the administration of the Plan. Administration
fees and expenses of agents, outside experts, consultants and investment
managers are paid by the Companies or the Plan. The Plan charges participants
who take participant loans or use the Plan's self-managed brokerage account
feature for expenses relating to such loans or accounts.
American Express Retirement Services, a service group of American Express
Financial Advisors Inc., and American Express Trust Company (collectively,
American Express) is the service provider for the Plan handling participant
recordkeeping and certain other administrative responsibilities. American
Express allows the Plan to value accounts daily and provides participants
flexibility with regard to investment of their account balances. American
Express Trust Company (Trustee), which is located at 994 AXP Financial Center,
Minneapolis, Minnesota, 55474-0507, is the trustee for the Plan. The Trustee
carries $25 million of blanket bond insurance and $5 million of professional
liability insurance.
5 ALLETE 2004 RSOP Form 11-K
PARTICIPANT INVESTMENT OPTIONS
The Plan's 401(k) investment fund options at December 31, 2004, are listed
below. Detailed descriptions of the investment options and risk profiles are
available in the corresponding fund's prospectus.
- ALLETE Stock Fund
- American Express Trust Bond Index Fund II
- American Express Trust Income Fund II
- American Express Trust Small Cap Equity Index Fund II
- Artisan International Fund
- AXP New Dimensions Fund
- Dodge & Cox Stock Fund
- Fidelity Magellan Fund
- The Oakmark Equity and Income Fund
- Oppenheimer Developing Markets Fund
- Royce Low-Priced Stock Fund
- Templeton Foreign Fund
- Vanguard Institutional Index Fund
- Vanguard Mid-Cap Index Fund
- William Blair Small Cap Growth Fund
Participants may also establish a self-managed brokerage account which allows
the participant to make investments in or transfers to a wide range of
securities, including publicly traded stock, bonds and mutual funds.
Participants that have a self-managed brokerage account pay an annual fee in
addition to any trading fees incurred upon investment changes. Participants may
change their level of contribution, change their investment election for future
contributions and make transfers between investment options at any time by
contacting American Express.
EMPLOYEE STOCK OWNERSHIP BENEFITS - ALLETE RSOP STOCK FUND
ALLETE sponsors a leveraged employee stock ownership plan (ESOP) within the
RSOP. Eligible employees of the Companies receive Common Stock ownership
benefits in the ALLETE RSOP Stock Fund. These benefits are primarily funded by
payments made by the Plan on two loans (see First Suspense Account and Second
Suspense Account). Shares of Common Stock are allocated to eligible employees as
provided by the Plan (see Basic Account, Special Account, Partnership Account,
Bargaining Unit Account and Matching Account). The shares of Common Stock
allocated to a participant's ALLETE RSOP Stock Fund come from the First and
Second Loan Suspense Accounts, as determined by ALLETE. Each participant's
account value, however, is determined on a unit basis and consists of both
Common Stock and cash. (See Note 5.) The unit value is adjusted each business
day to reflect investment results including cash.
With the exception of a participant's Basic Pre-1989 Account, dividends are
automatically reinvested in Common Stock held in the ALLETE RSOP Stock Fund.
Participants with a Basic Pre-1989 Account may make an election, at any time, to
receive dividends paid on their Basic Pre-1989 Account in cash. Units within a
participant's Basic Pre-1989 Account can be withdrawn at any time, while all
other units within a participant's ALLETE RSOP Stock Fund can be withdrawn when
the participant reaches age 59 1/2 or terminates employment. Participants may
transfer all or any part of their ALLETE RSOP Stock Fund excluding their Basic
Pre-1989 Account to other 401(k) investment options at any time.
FIRST SUSPENSE ACCOUNT. In 1989 the RSOP was amended to establish a leveraged
First Suspense Account. The First Suspense Account originally consisted of
633,849 shares of Common Stock (422,566 shares adjusted for stock splits)
purchased for the benefit of eligible Plan participants with proceeds from a
15-year $16.5 million loan (First Loan) with a variable interest rate equal to
LIBOR plus 1.75% fixed for 30, 60, 90 or 180 days at ALLETE's option. On August
21, 2004, this loan was paid in full. The First Suspense Account provided that
as the First Loan is repaid, shares of Common Stock in the First Suspense
Account were allocated to each participant's various ALLETE RSOP Stock Fund
accounts based on the applicable allocation methods as defined in the Plan and
summarized below. The remaining 61,704 shares of Common Stock related to this
loan were allocated in 2004.
ALLETE 2004 RSOP Form 11-K 6
SECOND SUSPENSE ACCOUNT. The RSOP was again amended in 1990 to establish a
leveraged Second Suspense Account and borrow an additional $75 million (Second
Loan) to acquire 2,830,188 newly issued shares of Common Stock (1,886,792 shares
adjusted for stock splits) from ALLETE for the benefit of eligible participants.
Under this amendment, active participants with a Basic Account are allocated
shares to their Special Account with a value at least equal to: (a) dividends
payable on shares held by those participants in the Plan and (b) tax savings
generated from the deductibility of dividends paid on all shares of Common Stock
held in the RSOP as of August 4, 1989. In accordance with this amendment, the
trustee issued a promissory note to ALLETE for $75 million at a 10.25% interest
rate with a term not to exceed 25 years. The Second Suspense Account may also
provide for other allocation types as determined by the Company.
BASIC ACCOUNT. Participants' Basic Accounts received shares of Common Stock
purchased with incremental investment tax credit contributions and payroll-based
tax credit contributions. Contributions to the participants' Basic Accounts
ceased after 1986.
SPECIAL ACCOUNT. For the years 1985 through 1989, the Companies received a tax
deduction for cash dividends paid to participants on ALLETE RSOP Stock Fund
shares in their Basic Account. The Companies contributed to the ALLETE RSOP
Stock Fund an amount equal to the estimated income tax benefit of the dividend
deduction associated with eligible shares in the Basic Account. Shares of Common
Stock purchased with these contributions were allocated to the participants'
Special Account.
PARTNERSHIP ACCOUNT. Since 1989 partnership allocations have been made to each
nonunion participant's Partnership Account based on the ratio of a participant's
annual compensation to the annual compensation of all eligible participants. If
the value of the shares credited to a participant's Partnership Account is less
than 3.5 percent of the participant's eligible annual compensation, the
Companies will contribute additional shares to make up the difference.
BARGAINING UNIT ACCOUNT. Quarterly non-elective allocations are made to the
ALLETE RSOP Stock Fund equal to 0.75 percent of each union participant's
eligible compensation. Effective February 1, 2004, the allocation percentage
increased to 1.0 percent of each union participant's eligible compensation.
MATCHING ACCOUNT. Quarterly matching allocations are made to the ALLETE RSOP
Stock Fund equal to 50 percent of each nonunion participant's 401(k) before-tax
contributions, disregarding contributions in excess of 4 percent of the
participant's periodic pay for the period (8 percent for Enventis Telecom, Inc.
employees).
CONTRIBUTIONS
PARTICIPANT CONTRIBUTIONS to the Plan consist of the following:
- BEFORE-TAX CONTRIBUTIONS. Before-tax contributions consist of salary
reduction contributions, results sharing contributions and flexible dollar
contributions. Total before-tax contributions in 2004 could not exceed
$13,000 for participants less than age 50 or $16,000 for participants at
least age 50, as permitted under Section 401(k) of the Internal Revenue
Code (Code).
- SALARY REDUCTION CONTRIBUTIONS. Salary reduction contributions are equal
to an amount the participant has elected to reduce his or her
compensation pursuant to a salary reduction agreement.
- RESULTS SHARING CONTRIBUTIONS. Results sharing contributions are equal
to the portion (up to 100 percent) of the Results Sharing Award the
participant irrevocably agrees to forgo and that, pursuant to the ALLETE
Results Sharing Program, would otherwise be paid to the participant.
- FLEXIBLE DOLLAR CONTRIBUTIONS. Nonunion participants may make flexible
dollar contributions equal to the portion (up to 100 percent) of
flexible dollars the participant irrevocably agrees to forgo and that,
pursuant to the Minnesota Power and Affiliated Companies Flexible
Compensation Plan, would otherwise be used for other benefits or paid to
the participant. Effective January 1, 2005, flexible dollar
contributions are no longer eligible for deferral into the Plan.
7 ALLETE 2004 RSOP Form 11-K
- VOLUNTARY CONTRIBUTIONS (AFTER-TAX CONTRIBUTIONS). Each participant is
also allowed to make voluntary after-tax contributions to the Plan
through payroll deductions. Total voluntary contributions made by a
participant shall not exceed 25 percent of the participant's
compensation per pay period.
- ROLLOVERS. Contributions by participants may also be made through
rollovers from other qualified plans.
EMPLOYER CONTRIBUTIONS for each year are paid to the Trustee either in cash or
in Common Stock. Expenses incurred in discretionary activities relating to the
design, formation and modification of the Plan (commonly characterized as
"settlor" functions) are paid by the Companies.
VESTING AND FORFEITURE ACCOUNT
As of July 1, 2001, all contributions plus actual earnings thereon are fully
vested and nonforfeitable. A forfeiture account, which consists of previously
forfeited nonvested accounts, totaled $27,000 at December 31, 2004 ($33,000 at
December 31, 2003) and is invested in American Express Trust Income Fund II.
Dollars from the forfeiture account will be used to reduce future Plan expenses.
DISTRIBUTIONS AND WITHDRAWALS
A participant may elect, at any time, to receive in cash future dividends paid
on Common Stock shares in their ALLETE RSOP Stock Fund Basic Pre-1989 Account
and ALLETE Stock Fund.
Prior to termination, a participant may withdraw, at any time, all or any part
of their:
- Plan accounts, if the participant has attained age 59 1/2;
- After-tax account, regardless of the participant's age; or
- Pre-1989 Basic Account, regardless of the participant's age.
When participants terminate employment, become disabled or die, they or their
beneficiaries may elect to receive all or any part of their Plan accounts.
TRANSFERS TO RETIREMENT PLANS. Upon retirement, participants may elect to
transfer their Plan account balances to the Minnesota Power and Affiliated
Companies Retirement Plan A or Plan B, if the participant is receiving a benefit
from one of these retirement plans. The amount of transfers to these retirement
plans totaled $6,905,000 for 2004.
LOAN PROGRAM. The Plan allows participants to borrow money from their Plan
accounts. The maximum amount a participant may borrow is equal to the lesser of
(a) the participant's aggregate before-tax account, after-tax account and
rollover account balances, (b) 50 percent of their total Plan balance, or (c)
$50,000. The loans may not be less than $1,000. The loans are for terms up to
five years for a general purpose loan and ten years for the acquisition of a
primary residence. A fixed interest rate of the prime rate plus 1 percent on the
first day of the month that the loan is originated is charged until the loan is
repaid. As loans are repaid, generally through payroll deductions, principal and
interest amounts are redeposited into the participant's Plan accounts.
Participants are required to pay a $50 loan application fee to cover the cost of
processing the loan.
PLAN TERMINATION
The Companies reserve the right to reduce, suspend or discontinue their
contributions to the Plan, at any time, or to terminate the Plan in its entirety
subject to the provisions of ERISA and the Code. If the Plan is terminated, all
of the account balances of the participants will be distributed in accordance
with the terms of the Plan.
ALLETE 2004 RSOP Form 11-K 8
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
The Plan uses the accrual basis of accounting and, accordingly, reflects income
in the year earned and expenses when incurred. Common stock and mutual fund
investments are reported at their fair value based on quoted market prices.
Collective fund investments are reported at net asset value which approximates
fair value. Participants' loans are reported at estimated fair value which
represents outstanding principal and any related accrued interest.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities and changes therein, and disclosure of contingent assets and
liabilities at the date of the financial statements. Actual results could differ
from those estimates.
The Plan presents, in the statement of changes in net assets available for
benefits, the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses on disposed
investments and the unrealized appreciation (depreciation) on those investments
owned at year end.
The Plan invests in various funds that are a combination of stocks, bonds and
other investment securities. Investment securities are exposed to various risks
such as interest rate, market and credit risks. Due to the level of risk
associated with certain investment securities, it is at least reasonably
possible that changes in the values of investment securities will occur in the
near term and that such changes could materially affect the amounts reported in
the statement of net assets available for benefits.
NOTE 3 - ALLETE SPIN-OFF AND REVERSE STOCK SPLIT
On September 20, 2004, ALLETE spun off ADESA, Inc. (ADESA), its Automotive
Services business, by distributing to ALLETE shareholders all of ALLETE's shares
of ADESA common stock. One share of ADESA common stock was distributed for each
outstanding share of ALLETE common stock held at the close of business on the
September 13, 2004, record date. Also, on September 20, 2004, ALLETE's
one-for-three reverse common stock split became effective. All common share
amounts have been adjusted for all periods to reflect the one-for-three reverse
stock split.
Participants in the ALLETE RSOP Stock Fund and the ALLETE Stock Fund received a
pro rata share of ADESA common stock based on the unitization formula used to
determine a participant's equivalent number of ALLETE shares on the date of the
spin-off. The ADESA RSOP Stock Fund and the ADESA Stock Fund (ADESA Funds) were
established to capture the ADESA shares received in this spin-off and are not
investment fund options. Participants may transfer out of the ADESA Funds at any
time. The decision to transfer out of either of the ADESA Funds results in a
sale of ADESA common stock, but will not result in a purchase of ALLETE common
stock, unless the participant chooses to transfer those funds to the ALLETE
Stock Fund. Beginning in September 2005, an independent trustee, hired by
ALLETE, is expected to start selling any remaining ADESA common stock and
purchasing ALLETE common stock according to the requirements of the RSOP. Once
all the ADESA common stock has been sold, and ALLETE common stock has been
purchased, remaining participant balances in the ADESA RSOP Stock Fund and the
ADESA Stock Fund will be transferred to the corresponding ALLETE RSOP Stock Fund
and the ALLETE Stock Fund.
As a result of the September 2004 spin-off of ADESA, the RSOP received 3.3
million shares of ADESA common stock related to unearned ESOP shares that have
not been allocated to participants. The RSOP was required to sell the ADESA
common stock and use the proceeds to purchase ALLETE common stock on the open
market. Under the direction of an independent trustee, at December 31, 2004, the
RSOP had sold all of these ADESA shares which resulted in total proceeds of
$65.9 million and had used $35.6 million of the proceeds to purchase 1.0 million
shares of ALLETE common stock during the fourth quarter of 2004. (See Note 7.)
9 ALLETE 2004 RSOP Form 11-K
NOTE 4 - FEDERAL INCOME TAX STATUS
A favorable determination letter dated March 23, 2004, was obtained from the
Internal Revenue Service stating that the RSOP, as amended and restated
effective January 1, 2002, qualified as an employee stock ownership plan and a
profit sharing plan under Section 401(a) of the Code.
The Plan has subsequently been amended and the Committee continues to believe
that the Plan is currently designed and being operated in compliance with the
applicable requirements of the Code. Therefore, no provision for income taxes
has been included in the Plan's financial statements.
The Plan received a private letter ruling from the Internal Revenue Service,
dated November 23, 2004, which allowed the Plan until May 25, 2006, to complete
the sale of 3.3 million shares of unallocated ADESA common stock and use the
proceeds to purchase unallocated ALLETE common stock. (See Notes 3 and 7.)
NOTE 5 - INVESTMENTS
FAIR/NET ASSET VALUE OF INVESTMENTS
REPRESENTING 5 PERCENT OR MORE OF ASSETS
AS OF DECEMBER 31, 2004 2003
--------------------------------------------------------------------------------------------------------------------
Thousands
ALLETE RSOP Stock Fund $158,523 $217,334
ADESA RSOP Stock Fund 41,711 -
American Express Trust Income Fund II 37,267 32,575
ALLETE Stock Fund N/A 27,453
--------------------------------------------------------------------------------------------------------------------
NUMBER OF FAIR
ALLETE RSOP STOCK FUND SHARES COST VALUE
--------------------------------------------------------------------------------------------------------------------
Thousands
December 31, 2004 Allocated - Common Stock 1,443 $27,991 $53,049
Money Market 597 597
--------------------------------------------------------------------------------------------------------------------
28,588 53,646
--------------------------------------------------------------------------------------------------------------------
Unallocated - Common Stock 2,002 30,921 73,555
Money Market 31,322 31,322
--------------------------------------------------------------------------------------------------------------------
62,243 104,877
--------------------------------------------------------------------------------------------------------------------
$90,831 $158,523
--------------------------------------------------------------------------------------------------------------------
December 31, 2003 Allocated - Common Stock 1,196 $40,296 $109,772
Money Market 954 954
--------------------------------------------------------------------------------------------------------------------
41,250 110,726
--------------------------------------------------------------------------------------------------------------------
Unallocated - Common Stock 1,144 45,249 105,001
Money Market 1,607 1,607
--------------------------------------------------------------------------------------------------------------------
46,856 106,608
--------------------------------------------------------------------------------------------------------------------
$88,106 $217,334
--------------------------------------------------------------------------------------------------------------------
NUMBER OF FAIR
ADESA RSOP STOCK FUND SHARES COST VALUE
--------------------------------------------------------------------------------------------------------------------
Thousands
December 31, 2004 Allocated - Common Stock 1,926 $13,274 $40,861
Money Market 850 850
--------------------------------------------------------------------------------------------------------------------
$14,124 $41,711
--------------------------------------------------------------------------------------------------------------------
ALLETE 2004 RSOP Form 11-K 10
For the ADESA Stock Fund, the ALLETE Stock Fund, the ADESA RSOP Stock Fund and
the ALLETE RSOP Stock Fund, each participant's account value is determined on a
unit basis and consists of both common stock and cash invested in a money market
fund. The unit value is adjusted each business day to reflect investment results
including cash.
ALLETE STOCK FUND ALLETE RSOP STOCK FUND
---------------------------------------------------------------------------
AS OF DECEMBER 31, 2004 2003 2004 2003
--------------------------------------------------------------------------------------------------------------------
Thousands
Number of Units 2,519 2,408 10,891 9,140
Common Stock $11,477 $26,977 $53,049 $109,772
Money Market 198 476 597 954
--------------------------------------------------------------------------------------------------------------------
Net Value $11,675 $27,453 $53,646 $110,726
--------------------------------------------------------------------------------------------------------------------
ADESA STOCK FUND ADESA RSOP STOCK FUND
---------------------------------------------------------------------------
AS OF DECEMBER 31, 2004 2003 2004 2003
--------------------------------------------------------------------------------------------------------------------
Thousands
Number of Units 1,142 - 3,178 -
Common Stock $14,296 - $40,861 -
Money Market 587 - 850 -
--------------------------------------------------------------------------------------------------------------------
Net Value $14,883 - $41,711 -
--------------------------------------------------------------------------------------------------------------------
NOTE 6 - REPAYMENT OF LOANS
The Trustee repays principal and interest on the First Loan and Second Loan with
dividends paid on the shares of Common Stock in each suspense account and with
certain employer contributions to the Plan. The shares of Common Stock acquired
by the Trustee are held in the First Suspense Account and Second Suspense
Account, and allocated to the accounts of Plan participants as the First Loan
and Second Loan are repaid.
The First Loan was obtained from a third party lender and guaranteed by ALLETE.
On August 21, 2004, the remaining principal payment of $1,364,000 was paid in
full and 61,704 unallocated shares of Common Stock in the Plan, formerly pledged
as collateral, were released for allocation to participants.
The Second Loan was obtained from ALLETE. There were 2,001,505 unallocated
shares of Common Stock in the Plan pledged as collateral at December 31, 2004.
Prepayments can be made without penalty. The lender has no rights against shares
that are allocated under the Plan.
PRINCIPAL PAYMENTS
$75 MILLION 10.25% LOAN
-----------------------------------
Thousands
2011 $ 9,818
2012 15,000
2013 15,000
2014 15,000
2015 15,000
-----------------------------------
$69,818
-----------------------------------
NOTE 7 - SUBSEQUENT EVENT
As of February 15, 2005, the remaining $30.3 million of proceeds from the sale
of 3.3 million shares of ADESA common stock related to unallocated ESOP shares
had been used to purchase 759,725 shares of ALLETE common stock. (See Note 3.)
11 ALLETE 2004 RSOP Form 11-K
SCHEDULE I
MINNESOTA POWER AND AFFILIATED COMPANIES
RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN
PLAN NUMBER 002 / EMPLOYER IDENTIFICATION NUMBER 41-0418150
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
FORM 5500 SCHEDULE H LINE 4i
AS OF DECEMBER 31, 2004
Thousands
(a) (b) (c) (d) (e)
DESCRIPTION OF CURRENT
IDENTITY OF ISSUER INVESTMENT COST VALUE
----------------------------------------------------------------------------------------------------------------------
ADESA RSOP STOCK FUND
ADESA, Inc. Common Stock - 1,926 Shares $13,274 $ 40,861
* American Express Money Market II Money Market 850 850
----------------------------------------------------------------------------------------------------------------------
Total ADESA RSOP Stock Fund $14,124 41,711
----------------------------------------------------------------------------------------------------------------------
ALLETE RSOP STOCK FUND
* ALLETE, Inc. Common Stock - 3,445 Shares $58,912 126,604
* American Express Money Market I Money Market 30,373 30,373
* American Express Money Market II Money Market 1,546 1,546
----------------------------------------------------------------------------------------------------------------------
Total ALLETE RSOP Stock Fund $90,831 158,523
----------------------------------------------------------------------------------------------------------------------
ADESA STOCK FUND
ADESA, Inc. Common Stock - 674 Shares 14,296
* American Express Money Market II Money Market 587
----------------------------------------------------------------------------------------------------------------------
Total ADESA Stock Fund 14,883
----------------------------------------------------------------------------------------------------------------------
ALLETE STOCK FUND
* ALLETE, Inc. Common Stock - 312 Shares 11,477
* American Express Money Market II Money Market 198
----------------------------------------------------------------------------------------------------------------------
Total ALLETE Stock Fund 11,675
----------------------------------------------------------------------------------------------------------------------
COLLECTIVE FUND SECURITIES
* American Express Trust Bond Index Fund II Collective Fund - 254 Shares 3,613
* American Express Trust Income Fund II Collective Fund - 1,513 Shares 37,267
* American Express Trust Small Cap Equity Index Fund II Collective Fund - 84 Shares 1,647
----------------------------------------------------------------------------------------------------------------------
Total Collective Fund Securities 42,527
----------------------------------------------------------------------------------------------------------------------
MUTUAL FUND SECURITIES
Artisan International Fund Mutual Fund - 208 Shares 4,616
* AXP New Dimensions Fund Mutual Fund - 50 Shares 1,208
Dodge & Cox Stock Fund Mutual Fund - 47 Shares 6,168
Fidelity Magellan Fund Mutual Fund - 123 Shares 12,724
The Oakmark Equity and Income Fund Mutual Fund - 650 Shares 15,280
Oppenheimer Developing Markets Fund Mutual Fund - 290 Shares 7,784
Royce Low-Priced Stock Fund Mutual Fund - 750 Shares 11,497
Templeton Foreign Fund Mutual Fund - 114 Shares 1,406
Vanguard Institutional Index Fund Mutual Fund - 139 Shares 15,402
Vanguard Mid-Cap Index Fund Mutual Fund - 101 Shares 7,172
William Blair Small Cap Growth Fund Mutual Fund - 322 Shares 8,395
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Total Mutual Fund Securities 91,652
----------------------------------------------------------------------------------------------------------------------
SELF-MANAGED BROKERAGE ACCOUNTS 1,815
----------------------------------------------------------------------------------------------------------------------
* PARTICIPANT LOANS Loans Receivable from
Participants - 5% to 10.5% 2,523
----------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS $365,309
----------------------------------------------------------------------------------------------------------------------
* Party in Interest
--------------------
Not required for participant directed transactions.
ALLETE 2004 RSOP Form 11-K 12
SCHEDULE II
MINNESOTA POWER AND AFFILIATED COMPANIES
RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN
PLAN NUMBER 002 / EMPLOYER IDENTIFICATION NUMBER 41-0418150
SCHEDULE OF ASSETS (ACQUIRED AND DISPOSED OF WITHIN YEAR)
FORM 5500 SCHEDULE H LINE 4i
FOR THE YEAR ENDED DECEMBER 31, 2004
Thousands
(a) (b) (c) (d)
DESCRIPTION OF COST OF PROCEEDS
IDENTITY OF ISSUER INVESTMENT ACQUISITIONS OF DISPOSITIONS
----------------------------------------------------------------------------------------------------------------------
ADESA RSOP STOCK FUND
ADESA, Inc. Common Stock - 3,342 Shares $26,468 $65,862
ADESA RSOP BASIC PRE-89 STOCK FUND
ADESA, Inc. Common Stock - 733 Shares $4,992 $11,830
----------------------------------------------------------------------------------------------------------------------
Excludes participant directed transactions, which are not required on this schedule.
13 ALLETE 2004 RSOP Form 11-K
SCHEDULE III
MINNESOTA POWER AND AFFILIATED COMPANIES
RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN
PLAN NUMBER 002 / EMPLOYER IDENTIFICATION NUMBER 41-0418150
SCHEDULE OF REPORTABLE TRANSACTIONS
IN EXCESS OF 5% OF FAIR VALUE OF PLAN ASSETS
FORM 5500 SCHEDULE H LINE 4j
FOR THE YEAR ENDED DECEMBER 31, 2004
Thousands
(a) (b) (c) (d) (e) (f) (g) (h) (i)
CURRENT NET
IDENTITY OF DESCRIPTION PURCHASE SELLING LEASE EXPENSE COST OF VALUE GAIN OR
PARTY INVOLVED OF ASSET PRICE PRICE RENTAL INCURRED ASSET OF ASSET (LOSS)
----------------------------------------------------------------------------------------------------------------------
SINGLE TRANSACTION
American Express Money
Money Market I Market $47,433 - - - - $47,433 -
ADESA, Inc. Common
Stock - $47,433 - - $19,098 $47,433 $28,335
SERIES OF TRANSACTIONS
- SAME SECURITY
ADESA, Inc. Common
Stock - $77,692 - - $31,460 $77,692 $46,232
ALLETE, Inc. Common
Stock $47,443 - - - - $47,443 -
American Express Money
Money Market I Market $54,966 - - - - $54,966 -
American Express Money
Money Market I Market - $24,041 - - $24,041 $24,041 $0
----------------------------------------------------------------------------------------------------------------------
Excludes participant directed transactions, which are not required on this schedule.
ALLETE 2004 RSOP Form 11-K 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, ALLETE,
Inc., as plan administrator, has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
MINNESOTA POWER AND AFFILIATED COMPANIES
RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN
By: ALLETE, Inc., its Plan Administrator
---------------------------------------------
June 10, 2005 Donald J. Shippar
---------------------------------------------
Donald J. Shippar
President and Chief Executive Officer
15 ALLETE 2004 RSOP Form 11-K
INDEX TO EXHIBITS
EXHIBIT
-------
a - Consent of Independent Registered Public Accounting Firm
ALLETE 2004 RSOP Form 11-K
EXHIBIT a
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (No.
333-124455) on Form S-8 of ALLETE, Inc. of our report dated June 7, 2005, with
respect to the statements of net assets available for benefits of the Minnesota
Power and Affiliated Companies Retirement Savings and Stock Ownership Plan for
the year ended December 31, 2004, the related statements of changes in net
assets available for benefits for the year then ended, and the related
supplemental schedules as of December 31, 2004, which report appears in the
December 31, 2004 annual report on Form 11-K of the Minnesota Power and
Affiliated Companies Retirement Savings and Stock Ownership Plan.
Reilly, Penner & Benton LLP
Reilly, Penner & Benton LLP
Milwaukee, Wisconsin
June 7, 2005