Item 8.01 Other Events

ALLETE expects to earn between $2.05 and $2.35 per share on net income of $73 to $83 million in 2010.

ALLETE's largest regulated utility business, Minnesota Power, has filed a request with the Minnesota Public Utilities Commission (MPUC) asking for a net revenue increase of $81 million on an annualized basis as it continues its capital expenditure program. The filing also requests an annualized net interim revenue increase of $73 million.

Minnesota Power expects an increase in taconite production on Minnesota's Iron Range, which would result in increased electricity usage by its industrial customers compared to 2009, but less than previous years' levels. The company will continue to market available electricity to other power suppliers in an effort to mitigate the earnings impact of lower retail electric sales. Also, the company expects a full year of operations from a new 15MW industrial customer, Mesabi Nugget, which is expected to begin production in late 2009.

Other assumptions impacting the company's 2010 earnings guidance range include:

· a full year impact of final authorized rates resulting from its 2008 retail rate case;

· total company wholesale market sales that result in about $55 million of margin. Bilateral contracts are already in place for approximately 90% of these sales;

· new FERC formula-based wholesale rates in effect in early 2010;

· higher operation, maintenance, depreciation and interest expenses due to recent asset additions;

· higher year-over-year earnings due to a larger investment balance in the American Transmission Company;

· an approximate $5 million net loss from the company's investment in Florida real estate;

· an increase in average common shares outstanding due to equity issuances in 2009 and projected issuances in 2010;

· and, capital expenditures of approximately $250 million.

ALLETE remains committed to providing its shareholders with an attractive dividend resulting in a payout ratio comparable to its peers while at the same time funding its capital growth.

Readers are cautioned that forward-looking statements should be read in conjunction with ALLETE's disclosures under the heading: "SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995" located on page 2 of this Form 8-K.

ALLETE Form 8-K dated November 2, 2009

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

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

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

· our ability to successfully implement our strategic objectives;
· our ability to manage expansion and integrate acquisitions;
· prevailing governmental policies, regulatory actions, and legislation including those of the United States Congress, state legislatures, the FERC, the MPUC, the PSCW, the NDPSC, 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, capital investments and other expenses, present or prospective wholesale and retail competition (including but not limited to transmission costs), zoning and permitting of land held for resale and environmental matters;
· the potential impacts of climate change and future regulation to restrict the emissions of GHG on our Regulated Operations;
· effects of restructuring initiatives in the electric industry;
· economic and geographic factors, including political and economic risks;
· changes in and compliance with laws and regulations;
· weather conditions;
· natural disasters and pandemic diseases;
· war and acts of terrorism;
· wholesale power market conditions;
· population growth rates and demographic patterns;
· effects of competition, including competition for retail and wholesale customers;
· changes in the real estate market;
· pricing and transportation of commodities;
· changes in tax rates or policies or in rates of inflation;
· project delays or changes in project costs;
· availability and management of construction materials and skilled construction labor for capital projects;
· changes in operating expenses, capital and land development expenditures;
· global and domestic economic conditions affecting us or our customers;
· our ability to access capital markets and bank financing;
· 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 in Item 1A under the heading "Risk Factors" beginning on page 20 of our 2008 Form 10-K. 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 8-K and in our other reports filed with the SEC that attempt to advise interested parties of the factors that may affect our business.

ALLETE Form 8-K dated November 2, 2009

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