2004/2005 File No. 69-78 ----- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM U-3A-2 STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION UNDER RULE U-3A-2 FROM THE PROVISIONS OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 TO BE FILED ANNUALLY PRIOR TO MARCH 1 ALLETE, INC. ------------ (NAME OF COMPANY) hereby files with the Securities and Exchange Commission pursuant to Rule 2, its statement claiming exemption as a holding company from the provisions of the Public Utility Holding Company Act of 1935, and submits the following information: 1. Name, State of organization, location and nature of business of claimant and every subsidiary thereof, other than any exempt wholesale generator (EWG) or foreign utility company in which claimant directly or indirectly holds an interest. STATE / PROVINCE NAME OF ORGANIZATION LOCATION NATURE OF BUSINESS - ------------------------------------------------------------------------------------------------------------------------------ ALLETE, Inc.
Minnesota Duluth, MN Energy and Real Estate Superior Water, Light and Power Wisconsin Superior, WI Electric, Gas and Water Company Utility Energy Land, Incorporated Wisconsin Duluth, MN Inactive MP Investments, Inc. Delaware Duluth, MN Investments RendField Land Company, Inc. Minnesota Duluth, MN Land Holding Lakeview Financial Corporation I Minnesota Duluth, MN Financial Services Lakeview Financial Corporation II Minnesota Duluth, MN Inactive Logistics Coal, LLC Minnesota Duluth, MN Inactive ALLETE Capital I Delaware Duluth, MN Dissolved in 2005 ALLETE Capital II Delaware Duluth, MN Trust (Inactive) ALLETE Capital III Delaware Duluth, MN Trust (Inactive) Minnesota Power Enterprises, Inc. Minnesota Duluth, MN Product and Marketing Coordination BNI Coal, Ltd. North Dakota Bismarck, ND Coal Mining MP Affiliate Resources, Inc. Minnesota Duluth, MN Administrative Operations Enventis Telecom, Inc. Minnesota Plymouth, MN Telecommunications Rainy River Energy Corporation Minnesota Duluth, MN Generation/Power Marketing Rainy River Energy Corporation - Wisconsin Wisconsin Superior, WI Generation/Power Marketing Synertec, Incorporated , Minnesota Duluth, MN Contract Services -1- STATE / PROVINCE NAME OF ORGANIZATION LOCATION NATURE OF BUSINESS - ------------------------------------------------------------------------------------------------------------------------------ NaturNorth Technologies, LLC
Delaware Duluth, MN Product Development Upper Minnesota Properties, Inc. Minnesota Duluth, MN Affordable Housing Projects and Economic Development Upper Minnesota Properties - Meadowlands, Inc. , Minnesota Duluth, MN Affordable Housing Project Upper Minnesota Properties - Irving, Inc. Minnesota Duluth, MN Affordable Housing Project Upper Minnesota Properties - Development, Inc. Minnesota Duluth, MN Economic Development ALLETE Water Services, Inc. Minnesota Duluth, MN Administrative Operations Heater Utilities, Inc. South Carolina Cary, NC Sold in 2004 LaGrange Waterworks Corporation North Carolina Fayetteville, NC Sold in 2004 Brookwood Water Corporation North Carolina Fayetteville, NC Sold in 2004 Florida Water Services Corporation Florida Orlando, FL Water and Wastewater Treatment Utility Georgia Water Services Corporation Georgia Atlanta, GA Sold in 2005 Tennessee Water Services, Inc. Tennessee Nashville, TN Dissolved in 2004 Auto Replacement Property, LLC Indiana Indianapolis, IN Real Estate Energy Replacement Property, LLC Minnesota Duluth, MN Real Estate ALLETE Properties, Inc. , Minnesota Lehigh Acres, FL Real Estate Cape Coral Holdings, Inc. Florida Cape Coral, FL Real Estate Cape Properties, Inc. Florida Cape Coral, FL Real Estate Palm Coast Forest, LLC Florida Palm Coast, FL Real Estate Palm Coast Land, LLC Florida Palm Coast, FL Subdivider, Developer Tomoka Holdings, LLC Florida Ormand Beach, FL Subdivider, Developer Winter Haven Citi Centre, LLC Florida Winter Haven, FL Retail Shopping Center ALLETE Commercial, LLC Florida Cape Coral, FL Real Estate Lehigh Acquisition Corporation , Delaware Lehigh Acres, FL Holding Company Interlachen Lakes Estates, Inc. Florida Interlachen, FL Real Estate Sundowner Properties, Inc. Pennsylvania Williston, FL Real Estate SRC of Florida, Inc. Florida Lehigh Acres, FL Real Estate Florida Landmark Communities, Inc. Florida Lehigh Acres, FL Subdivider, Developer Lehigh Corporation Florida Lehigh Acres, FL Real Estate Lehigh Land & Investment, Inc. Florida Lehigh Acres, FL Real Estate Cliffside Properties, Inc. California Lehigh Acres, FL Real Estate Palm Coast Holdings, Inc. Florida Palm Coast, FL Real Estate -2- STATE / PROVINCE NAME OF ORGANIZATION LOCATION NATURE OF BUSINESS - ------------------------------------------------------------------------------------------------------------------------------ Enterprise Lehigh, Inc.
Florida Lehigh Acres, FL Real Estate ALLETE Automotive Services, LLC , Minnesota Duluth, MN Administrative Operations ADESA, Inc. , Indiana Indianapolis, IN Spun off 09/20/04 AutoVIN, Inc. , Indiana Roswell, GA Spun off 09/20/04 ADESA Arkansas, LLC , Delaware N. Little Rock, AR Spun off 09/20/04 A.D.E. of Ark-La-Tex, Inc. , Louisiana Shreveport, LA Spun off 09/20/04 ADESA Ark-La-Tex, LLC , Louisiana Shreveport, LA Spun off 09/20/04 ADESA Birmingham, LLC , Alabama Moody, AL Spun off 09/20/04 ADESA California, LLC , California Sacramento, CA Spun off 09/20/04 ADESA Charlotte, LLC , North Carolina Charlotte, NC Spun off 09/20/04 ADESA Colorado, LLC , Colorado Fountain, CO Spun off 09/20/04 ADESA Des Moines, LLC , Iowa Grimes, IA Spun off 09/20/04 ADESA Importation Services, Inc. , Michigan Holly, MI Spun off 09/20/04 ADESA Lansing, LLC , Michigan Dimondale, MI Spun off 09/20/04 ADESA Lexington, LLC , Kentucky Lexington, KY Spun off 09/20/04 ADESA Mexico, LLC , Indiana Indianapolis, IN Spun off 09/20/04 ADESA Missouri, LLC , , Missouri Barnhart, MO Spun off 09/20/04 ADESA New York, LLC , New York Akron, NY Spun off 09/20/04 ADESA Ohio, LLC , Ohio Franklin, OH Spun off 09/20/04 ADESA Oklahoma, LLC , Oklahoma Tulsa, OK Spun off 09/20/04 ADESA Pennsylvania, Inc. , Pennsylvania Mercer, PA Spun off 09/20/04 ADESA San Diego, LLC , , California Los Angeles, CA Spun off 09/20/04 ADESA Southern Indiana, LLC , Indiana Edinburgh, IN Spun off 09/20/04 ADESA Texas, Inc. , Texas Houston, TX Spun off 09/20/04 ADESA Washington, LLC , Washington Auburn, WA Spun off 09/20/04 ADESA Wisconsin, LLC , Wisconsin Portage, WI Spun off 09/20/04 Auto Dealers Exchange of Massachusetts Framingham, MA Spun off 09/20/04 Concord, LLC , Auto Dealers Exchange of Tennessee Memphis, TN Spun off 09/20/04 Memphis, LLC , A.D.E. of Knoxville, LLC , Tennessee Lenoir City, TN Spun off 09/20/04 Auto Banc Corporation , New Jersey Manville, NJ Spun off 09/20/04 ADESA New Jersey, Inc. , New Jersey Manville, NJ Spun off 09/20/04 ADESA Atlanta, LLC , New Jersey Newnan, GA Spun off 09/20/04 ADESA Phoenix, LLC , New Jersey Chandler, AZ Spun off 09/20/04 -3- STATE / PROVINCE NAME OF ORGANIZATION LOCATION NATURE OF BUSINESS - ------------------------------------------------------------------------------------------------------------------------------ ADESA Florida, LLC
, Florida Jacksonville, FL Spun off 09/20/04 ADESA - South Florida, LLC , Indiana Opa-Locka, FL Spun off 09/20/04 ADESA Indianapolis, LLC , Indiana Plainfield, IN Spun off 09/20/04 ADESA Transportation, Inc. , Indiana Indianapolis, IN Spun off 09/20/04 Asset Holdings III, L.P. , Ohio Columbus, OH Spun off 09/20/04 ComSearch, Inc. , Rhode Island Warren, RI Spun off 09/20/04 Automotive Recovery Services, Inc. , Indiana Indianapolis, IN Spun off 09/20/04 ADESA Properties, Inc. , Delaware Dimondale, MI Spun off 09/20/04 Automotive Finance Corporation , Indiana Indianapolis, IN Spun off 09/20/04 AFC AIM Corporation , Indiana Indianapolis, IN Spun off 09/20/04 AFC Funding Corporation , Indiana Indianapolis, IN Spun off 09/20/04 EndTrust Lease End Services, LLC , Texas Hurst, TX Spun off 09/20/04 IRT Receivables Corp. , Indiana Indianapolis, IN Spun off 09/20/04 Micro 21, Inc. , Indiana Indianapolis, IN Spun off 09/20/04 Automotive Finance Canada Inc. , Ontario Ottawa, ON Spun off 09/20/04 ADESA Properties Canada Inc. , Delaware Dimondale, MI Spun off 09/20/04 PAR, Inc. , Indiana Carmel, IN Spun off 09/20/04 3048540 Nova Scotia Company , Nova Scotia Halifax, NS Spun off 09/20/04 3048538 Nova Scotia Company , Nova Scotia Halifax, NS Spun off 09/20/04 ADESA Automotive Services LP , Ontario Mississauga, ON Spun off 09/20/04 ADESA Canada Corporation , Nova Scotia Halifax, NS Spun off 09/20/04 ADESA Finance Canada Inc. , Nova Scotia Halifax, NS Spun off 09/20/04 ADESA Canada Inc. , Quebec Montreal, QC Spun off 09/20/04 ADESA Auctions Canada Corporation , Nova Scotia Halifax, NS Spun off 09/20/04 ADESA Remarketing Services Inc. , Ontario Mississauga, ON Spun off 09/20/04 Impact Auto Auctions Ltd. , Ontario Mississauga, ON Spun off 09/20/04 Suburban Auto Parts Inc. , Ontario Stouffville, ON Spun off 09/20/04 Impact Auto Auction Sudbury Ltd. , Ontario Sudbury, ON Spun off 09/20/04 ADESA Montreal Corporation , Nova Scotia Halifax, NS Spun off 09/20/04 CAAG Transport Ltd. , British Columbia Vancouver, BC Spun off 09/20/04 504811 NB Ltd. , New Brunswick Moncton, NB Spun off 09/20/04 79378 Manitoba Inc. , Manitoba Winnipeg, MB Spun off 09/20/04 Adesur S. de R.L. de C.V. , Federal District Mexico City, Mexico Spun off 09/20/04 Auction Vehicles of Mexico, Federal District Mexico City, Mexico Spun off 09/20/04 S. de R.L. de C.V. , -4- FOOTNOTES - ----------------------------------------
-5- ALLETE, Inc. withdrew from Split Rock Energy LLC in March 2004. Subsidiary of ALLETE, Inc. Subsidiary of Lakeview Financial Corporation II. Subsidiary of Minnesota Power Enterprises, Inc. Synertec, Incorporated has a 33.33 percent equity ownership in NaturNorth Technologies, LLC. Subsidiary of Upper Minnesota Properties, Inc. Upper Minnesota Properties-Meadowlands, Inc. is a 99.5 percent partner in Meadowlands Affordable Housing Limited Partnership. Subsidiary of ALLETE Water Services, Inc. Subsidiary of Heater Utilities, Inc. Subsidiary of Florida Water Services Corporation. ALLETE Properties, Inc. owns 80 percent of Lehigh Acquisition Corporation. Subsidiary of ALLETE Properties, Inc. Subsidiary of Lehigh Acquisition Corporation. Subsidiary of Florida Landmark Communities, Inc. On May 24, 2004 ALLETE Automotive Services, Inc. was merged into a new subsidiary, ALLETE Automotive Services, LLC. On September 20, 2004 ALLETE, Inc. completed the spin-off of ADESA, Inc. and all of its subsidiaries. On January 23, 2004 ADESA, Inc. was incorporated as a subsidiary of ALLETE Automotive Services, Inc. On May 24, 2004 ADESA, Inc. and ADESA Corporation were merged with ADESA, Inc., the survivor. On June 21, 2004 ADESA, Inc. sold 6.6 percent of its common stock in an initial public offering and ALLETE Automotive Services, LLC owned the remaining 93.4 percent of ADESA, Inc. At September 20, 2004 was a directly or indirectly owned subsidiary of ADESA, Inc. On March 30, 2004 ADESA, Inc. incorporated Auto Dealers Exchange of Missouri, LLC. On April 30, 2004 ADESA Missouri, Inc. and Auto Dealers Exchange of Missouri, LLC were merged and the surviving entity was renamed ADESA Missouri, LLC. On August 23, 2004 ADESA San Diego, LLC was transferred to ADESA, Inc. 2. A brief description of the properties of claimant and each of its subsidiary public utility companies used for the generation, transmission, and distribution of electric energy for sale, or for the production, transmission, and distribution of natural or manufactured gas, indicating the location of principal generating plants, transmission lines, producing fields, gas manufacturing plants, and electric and gas distribution facilities, including all such properties which are outside the State in which claimant and its subsidiaries are organized and all transmission or pipelines which deliver or receive electric energy or gas at the borders of such State. CLAIMANT - ALLETE, Inc. Reference is made to the Annual Report on Form 10-K (File No. 1-3548), filed by the claimant with the Securities and Exchange Commission on or about February 11, 2005, for the fiscal year ended December 31, 2004, particularly pages 5 through 12, which is hereby incorporated by reference in this statement. SUBSIDIARY - Superior Water, Light and Power Company Same reference as under claimant. 3. The following information for the last calendar year with respect to claimant and each of its subsidiary public utility companies: (a) Number of kWh of electric energy sold (at retail or wholesale), and Mcf. of natural or manufactured gas distributed at retail. ELECTRICITY GAS ALLETE, Inc. 12,555,845,137 None Superior Water, Light and Power Company 581,303,916 2,083,651 (b) Number of kWh of electric energy and Mcf. of natural or manufactured gas distributed at retail outside the State in which each such company is organized. None (c) Number of kWh of electric energy and Mcf. of natural or manufactured gas sold at wholesale outside the State in which each such company is organized, or at the State line. ELECTRICITY GAS ALLETE, Inc. 1,380,484,000 None Superior Water, Light and Power Company None None (d) Number of kWh of electric energy and Mcf. of natural or manufactured gas purchased outside the State in which each company is organized or at the State line. ELECTRICITY GAS ALLETE, Inc. 3,966,965,618 None Superior Water, Light and Power Company 597,834,206 2,085,448 4. The following information for the reporting period with respect to claimant and each interest it holds directly or indirectly in an EWG or a foreign utility company, stating monetary amounts in United States dollars: None (a) Name, location, business address and description of the facilities used by the EWG or foreign utility company for the generation, transmission and distribution of electric energy for sale or for the distribution at retail of natural or manufactured gas. (b) Name of each system company that holds an interest in such EWG or foreign utility company; and description of the interest held. -6-
(c) Type and amount of capital invested, directly or indirectly, by the holding company claiming exemption; any direct or indirect guarantee of the security of the EWG or foreign utility company by the holding company claiming exemption; and any debt or other financial obligation for which there is recourse, directly or indirectly, to the holding company claiming exemption or another system company, other than the EWG or foreign utility company. (d) Capitalization and earnings of the EWG or foreign utility company during the reporting period. (e) Identify any service, sales or construction contract(s) between the EWG or foreign utility company and a system company, and describe the services to be rendered or goods sold and fees or revenues under such agreement(s). - -------------------------------------------------------------------------------- EXHIBITS [This EXHIBIT A contains confidential information which has been omitted, but filed separately with the Securities and Exchange Commission.] -7-
The above-named claimant has caused this statement to be duly executed on its behalf by its authorized officer on this 11th day of February 2005. ALLETE, Inc. CORPORATE SEAL ---------------------------------------------- (Name of Claimant) By James K. Vizanko ---------------------------------------------- Senior Vice President and Chief Financial Officer Attest: Mark A. Schober - ------------------------------------------------------ Senior Vice President and Controller Name, title and address of officer to whom notices and correspondence concerning this statement should be addressed: James K. Vizanko Senior Vice President and Chief Financial Officer ---------------- ------------------------------------------------- (Name) (Title) ALLETE, Inc. 30 West Superior Street Duluth, Minnesota 55802-2093 ---------------------------- (Address) -8-