Minnesota Power 2012 Community Investment Report

Generations.

Minnesota Power’s 2012–2013 Community Investment Report

a new generation ..

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Dear Friends, enerations have known Minnesota Power, an ALLETE company, as a strong community leader and corporate citizen. The people of Minnesota Power carry forward a tradition of sharing skills, knowledge and experience to benefit customers and communities. The

investments they make in the region are personal and profound, going far beyond financial contributions.

Our persevering corporate value of community engagement has carried us through good times and bad.

The recent recession and flood of 2012 brought excellent examples of Minnesota Power and its fellow ALLETE companies mobilizing resources to address community issues and support social well-being. It makes me proud to see a new generation of company leaders and employees confidently stepping into this stewardship role.

Please take a few moments to read Generations—Minnesota Power’s 2012–2013 Community Investment Report. It demonstrates the powerful impact when people passionately and persistently work to advance the region’s security, comfort and quality of life.

Sincerely,

Al Hodnik Chairman, President and CEO, ALLETE 1

a generation ..

FLOOD OF RELIEF The historic flood of June 19–20, 2012, ravaged thousands of Northland homes and businesses, washed out roads and bridges, and crippled portions of Minnesota Power’s hydroelectric system on the St. Louis River. It also was a watershed moment for community engagement as neighbors, friends, family members and complete strangers rushed to help those in need.

HYDRO CREWS PROTECT PUBLIC AND PROPERTY FROM RIVER’S RAGE—Minnesota Power hydro operations employees were prepared to respond as the swollen St. Louis River sent floodwaters roaring through Thomson, Jay Cooke State Park and Fond du Lac. Crews raced between dams and hydro stations, managing floodgates and working with local emergency responders to protect the public and ensure the hydroelectric system’s safety and integrity.

“The response to the crisis was strong and collaborative among many operating and support areas. Through the hard work and diligence of many, we were able to bring our people and our operations safely through this event.”

prepared to respond Brad Oachs, Chief Operating Officer, Minnesota Power

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RELIEF FLOWS TO INDIVIDUALS, BUSINESSES AND NONPROFITS—Before floodwaters receded, Minnesota Power Foundation stepped forward, providing $10,000 to the Northland Chapter of the American Red Cross and $5,000 to the United Way Long-term Disaster Relief Fund. That leadership continued with an additional $10,000 to match employee contributions to flood relief efforts, $25,000 to the Northland Foundation Business Recovery Fund, and $10,000 for special grants to affected nonprofits. One organization that received a grant was Esko Youth Hockey, which needed funds to repair its flood-damaged warming house, called “The Shack.”

Minnesota Power also helped convene the Aligned Regional Economic Response Team, which pulled together regional economic development organizations and leaders of the hardest-hit cities to assess impacts on businesses and align resources.

EMPLOYEES RUSH TO ASSIST NEIGHBORS—Every employee was touched by the summer’s flood, and many eagerly volunteered for cleanup. Blue-shirted ALLETE and Minnesota Power workers and friends helped residents of Duluth’s hard-hit Fond du Lac neighborhood clear debris from yards and homes. Superior Water, Light & Power personnel organized a “Day of Caring” to assist elderly residents with water-damaged garages and basements, and Minnesota Power’s Community Relations department coordinated a painting party to aid the family of an affected coworker. Through hard work and diligence, Minnesota Power’s people helped the region emerge safely from the storm.

“I’ve never been prouder to work for Minnesota Power. The gratitude and tears from the people we helped. Wow. That will never be forgotten.”

Annette Kiehn, Distribution Service Rep., Minnesota Power; Flood Cleanup Volunteer 5

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EMPLOYEE SOLDIERS SACRIFICE FOR FREEDOM Hugs, laughter and tears of joy marked the reunion of Jennifer Peterson and her baby daughter, Ava, on October 25, 2012. Peterson, an Air Force intelligence officer attached to the 148th Fighter Wing, returned to Duluth after three months of active duty in Afghanistan.

She quickly slipped back into her civilian roles as wife, mother and procurement analyst for Minnesota Power. Coworkers encouraged Peterson throughout her tour with care packages and e-mails. She is one of many dedicated employees who choose military service and protect the freedoms we all enjoy.

VETERANS MEMORIALIZED Fourteen years of passion and perseverance finally paid off for supporters of the Iron Range Veterans Memorial in Virginia, Minn. Military vets, lawmakers, business leaders and community members gathered in August 2012 to dedicate the memorial, a massive bronze sculpture called “Shoulder to Shoulder Even the Fallen Stand Tall.� Minnesota Power was an early contributor to the memorial, which features life-sized figures of service men and women backed by the unifying symbols of an eagle and flag. ALLETE companies honor the

honoring service

sacrifices of military service and support efforts that recognize and honor veterans.

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“It is great to see the Leadership Peer Group actively living our organizational capabilities, leadership competencies and cultural attributes. These special characteristics distinguish our company and make it a special place to work.”

Bonnie Keppers, Vice President–Human Resources, ALLETE

Employees Lead in Environmental Management Equipping employees with the knowledge and skills needed to move the company forward safely and efficiently is a high priority at Minnesota Power. Employees at Laskin Energy Center in Hoyt Lakes and Boswell Energy Center in Cohasset receive yearly awareness training in environmental management and stewardship. Their expertise recently was incorporated into formal environmental management systems for the plants that conform to the stringent International Organization for Standardization (ISO) 14001 standards.

LEADERSHIP PEER GROUP SETS SIGHTS HIGH It is good to set your sights high. That is what four employees of Minnesota Power and ALLETE did with a 134-foot climb to the top of the Superior Water, Light & Power (SWL&P) tower. Hillary Creurer, Brad Rockwood, Tim Tabor and Jacie Maslowski scaled the tower as part of the first Learn About It Day. The day was organized by the ALLETE Leadership Peer Group to foster networking and educate fellow employees about various aspects of the company and its affiliates.

Members of the ALLETE Leadership Peer Group come from various departments and backgrounds. All are either current members or alumni of a community leadership program offered in the Minnesota Power or SWL&P service territories. They meet quarterly to

equipped to lead

discuss community leadership program activities, current events impacting the ALLETE community, and new ways to advance the company’s corporate culture and values.

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ENDOWMENT RAISES BUSINESS ETHICS Honesty, integrity and high ethical standards are vital in the business world. Back in 1995, Minnesota Power established the Arend J. Sandbulte Endowment for Ethical Leadership at the College of St. Scholastica to honor its retiring chief executive officer and his principled approach to business. The endowment was rededicated in 2012 with a new video and establishment of a virtual Arend J. Sandbulte Center for Ethical Leadership on the College’s website. Over the years, the endowment has funded a chair in ethics, courses in ethics and presentations by top business and ethics leaders.

CHALLENGE BENEFITS YOUNG LEADERS FUND Strong communities need effective leaders who will work to shape the future. In 2012, four current and past chairs of ALLETE’s board of directors and their spouses issued an ongoing challenge to raise money for the Young Leaders Fund of the Duluth Superior Area Community Foundation (DSACF). Alan and Erika Hodnik, Sandy and Verna Sandbulte, Don and Pat Shippar, and Bruce and Kay Stender launched the ALLETE Chairmen’s Circle Challenge, promising to match all new gifts to the fund up to $135,000. The fund supports projects and activities that connect young adults to the region and develop their leadership and community-building skills.

“One of the strongest commitments anyone can make to a community is to help develop future leaders of that community. These leaders are demonstrating their impact once again by giving back.”

Holly Sampson, President, DSACF 11

a generation ..

GIVING THE UNITED WAY Goodness gracious, the people of Minnesota Power and its affiliated companies know how to “Live United.” Led by a committed team of their peers, employees and retirees of Minnesota Power, ALLETE, BNI Coal and Superior Water, Light & Power pledged $270,000 to their local United Ways in 2012, supporting the work of area nonprofits. Minnesota Power Foundation donated an additional $270,000 to campaigns in Northeast and Central Minnesota, Northwest Wisconsin and North Dakota. Employees also participated in United Way “Day of Caring” events. One project in 2012 was mopping, painting and refreshing the LSS Teen Closet, which provides free, new and gently used clothing to at-risk teens and young adults in the Duluth area.

DRIVES HELP THOSE IN NEED Toothbrushes, shampoo and other basic hygiene products are easily taken for granted—but they are luxuries for those who struggle with homelessness. In February 2012, Minnesota Power employees organized a “Give from the Heart” drive to help the United Way collect personal care items for people in need. Collection boxes were set up at company sites across the service territory, and employees responded generously. The same was true during a March food drive for Minnesota FoodShare. In addition to employee gifts of soup,

generous and giving

pasta and other nonperishable items, Minnesota Power Foundation donated $15,600 to help stock food shelves across the region.

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“The Minnesota Power water stop is probably the best water stop on the course, and I don’t know if those who are not running understand how much us runners appreciate it.”

Tara Croteau Anderson, Co-Captain, Minnesota Power “Striders” Training Group

OUTSTANDING VOLUNTEERS HONORED Employees of Minnesota Power and other ALLETE companies are incredibly generous with their time and talents, volunteering with area organizations, serving as coaches and mentors, and helping where help is needed. The Don Shippar Community Leadership Award recognizes individuals or groups who exemplify this spirit of community service. Thor Underdahl, a human resources analyst, received the 2012 award for his volunteer work with Mentor Duluth, Special Olympics and the United Way. Minnesota Power Foundation presented Underdahl and finalists Marcia Campbell and Kris Coggin with awards and checks to the charities of their choice.

SPONSORSHIP HELPS MARATHON RUN SMOOTHLY Anyone who has run Grandma’s Marathon in Duluth knows the dreaded Lemon Drop Hill. Minnesota Power’s water station, just before the grueling stretch, is one of the most popular on the 26.2-mile course. Minnesota Power is a longtime sponsor of Grandma’s Marathon, and 2012 was its 20th consecutive year of hosting a water station. Hundreds of employees participate in Grandma’s Marathon events each year as runners, volunteers and enthusiastic spectators.

MINNESOTA POWER HELPS IN WAKE OF “SANDY” A crew from Minnesota Power and Superior Water, Light & Power raced to the East Coast after Superstorm Sandy to help Baltimore Gas and Electric (BGE) restore power to its customers. The 15-member crew traveled 1,200 miles with four bucket trucks, two digger derricks, a mechanics truck and a small piece of all-terrain equipment used to set holes in tight spaces. About 300,000 BGE customers lost power during the storm, with some outages lasting multiple days. Minnesota Power also provided BGE assistance in 2011 after Hurricane Irene.

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FIRE DEPARTMENT GETS SAFETY EQUIPMENT The Esko Fire Department is better equipped to rescue people stranded on the rocks or caught in the currents of the St. Louis River thanks to a grant from the Minnesota Power Foundation. The funds helped purchase life jackets for the department’s rescue team, which partners with the Carlton County Sheriff’s Department and the Carlton and Wrenshall Fire Department on rescues in the St. Louis River Basin.

METAMORPHOSIS PROJECT TRANSFORMS LIVES An afterschool program at Lincoln Park Middle School in Duluth is giving girls wings to fly by encouraging self-confidence, self-esteem and self-love. The Metamorphosis Project works with 60 to 90 students each year. It provides targeted academic instruction, mentoring by positive role models, leadership training, and community service opportunities to encourage success in school and life. Minnesota Power helped fund the 2012–2013 program, and employees may volunteer to help girls explore future careers.

COURAGE TO SERVE NONPROFITS Courage triumphed as winter enthusiasts overcame physical challenges to enjoy a day of skiing at Giants Ridge near Biwabik, Minn. The event was sponsored by Courage Center, a Minnesota-based organization that empowers people with disabilities to realize their full potential in all aspects of life. ALLETE Clean Energy President Eric Norberg serves on Courage Center’s board of directors. All ALLETE companies encourage their leadership teams to share executive skills with nonprofit boards and commissions that work for stronger, healthier communities.

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a generation ..

Laskin Energy Center Shows Initiative in Reducing Waterborne Mercury Minnesota Power values clean air and clean water, and employees combine sound science and sensible economics to protect our natural environment. Recently, Laskin Energy Center implemented a filtration process that removes more than 90 percent of waterborne mercury from its wet scrubber, becoming the first facility in Minnesota to achieve the stringent water quality standards of the Great Lakes Initiative. A team of company engineers, technical specialists and environmental experts collaborated on the project for several years, including Joe Dahmen, Kris Spenningsby, Maggie Skelton, Blake Francis, Tom Verbick, Eric Kunnari and others. Minnesota Pollution Control Agency staff also contributed to its success.

EMISSION REDUCTION PROJECTS CREATE JOBS Hundreds of area construction workers and the region’s overall economy will benefit from a major environmental retrofit at Boswell Energy Center in Cohasset, Minn. The Boswell Unit 4 project was announced in 2012. It will reduce mercury emissions at Minnesota Power’s largest generating unit by 90 percent and further reduce already low emissions of sulfur dioxide and particulates. This is the capstone in a six-year environmental control effort through which Minnesota Power has invested hundreds of millions of dollars to

investing in clean energy

transform coal-fired power generation in Northeast Minnesota and reduce total emissions by 85 percent.

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BISON BUILDS WIND ENERGY CAPACITY Employees of Minnesota Power’s Bison Wind Energy Center in North Dakota celebrated the completion of Bison 2 and Bison 3 wind farms in 2012. The combined projects will supply an additional 210 megawatts of renewable energy to Minnesota Power and its customers. Four shipments of nacelles, rotors, turbine blades and other wind energy components used in the project moved through the Port of Duluth-Superior during the year and were trucked to North Dakota. This provided jobs and reinforced the Port’s reputation as a hub for transporting wind energy cargo.

HYDROPOWER ON TAP FROM CANADA Minnesota Power is bolstering its hydroelectric energy supply by looking north for additional capacity. In 2012, regulators approved a 15-year, 250-megawatt purchase of hydropower from Manitoba Hydro beginning in 2020. It will require new infrastructure to bring the renewable, carbon-free energy from Canada to Northeast Minnesota. Minnesota Power plans to construct a transmission line from Winnipeg to the Mesabi Iron Range and eventually Duluth, an investment that will strengthen the Upper Midwest’s electric grid.

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a generation ..

ROBUST ENERGY AND PRIVATE SECTOR LEADERSHIP GROW JOBS Minnesota Power is committed to serving the region’s core industries with robust, affordable electricity for decades to come, giving companies like Essar Steel, Magnetation and Polymet confidence to invest and grow in Northeast Minnesota.

It also supports emerging industries, like Involta, which opened a world-class data center in Duluth in 2012. Involta officials presented a special award to Nancy Aronson Norr, director of regional development, Minnesota Power. Her leadership at Minnesota Power and service on the boards of the Area Partnership for Economic Expansion (APEX) and Duluth Economic Development Authority (DEDA) helped make the project a reality.

Private sector leadership is vital to successful economic development. ALLETE Chairman, President and CEO Alan Hodnik chaired the APEX board in 2012. APEX worked closely with DEDA to land AAR Aircraft. AAR is servicing Air Canada commercial aircraft at the former Northwest Airlines Maintenance Base and expects to create more than 200 well-paying jobs.

Meanwhile, Minnesota Power and its partners in Laskin Energy Park near Hoyt Lakes recently welcomed site selection consultants for a tour of the park and its facilities. The consultants visited Premier Plastics, a tenant with plans to expand, and are developing

growing a strong economy

strategies for targeted marketing of the first-class industrial park. The region is expecting growth with the advent of nonferrous mining.

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a generation ..

HYDROELECTRIC SYSTEM POWERS RECREATION AND ENVIRONMENTAL STEWARDSHIP Swimmers and sunbathers are enjoying Minnesota Power’s newly refurbished beach on Island Lake Reservoir. Island Lake is the largest of 16 reservoir lakes that feed Minnesota Power’s hydroelectric operations. These lakes are managed in ways that produce clean, renewable energy and protect the environment, while providing access for swimming, boating, fishing and long-term leasing of waterfront property. Minnesota Power invested in the Island Lake beach as part of a program to make its public access areas more beautiful and accessible to visitors.

As one of the region’s largest property owners, Minnesota Power takes environmental stewardship very seriously. The company promotes sustainable forest management on its lands and sponsors events like the “Dynamic Forests Workshop” for teachers. This program investigates the lifecycle of sustainably managed forests and engages educators in tree plantings to better understand forest regeneration. Minnesota Power also works to protect, preserve and restore area shorelines and waterways along its hydroelectric system. One recent partnership with the Department of Natural Resources, The Nature Conservancy and other organizations has helped reestablish the sturgeon population in the St. Louis River by placing rocks and boulders downstream of the Fond du Lac Dam to

committed to conservation

create spawning habitat.

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“We believe we are just scratching the surface of the potential for empowering our customers to take a more proactive role in managing their energy consumption and costs.�

Tina Koecher, Manager, Billing and Energy Efficiency, Minnesota Power

FAMILIES SAVE ENERGY AND MONEY Winter heating season can be harsh on household budgets. The annual Energy Awareness Expo invites area residents on low or fixed incomes to sign up for weatherization services and heating assistance and to receive free energy-saving household products. Thousands of income-eligible customers receive discounted electric rates through Minnesota Power’s Customer Affordability of Residential Electricity (CARE) program and utility support of the Salvation Army’s HeatShare program.

Minnesota Power encourages residential customers to understand how they use energy. Tools such as an online “Your Home Energy Report” survey and Home Energy Analysis with Building Diagnostics provide customized energy-saving recommendations. The utility also is testing advanced meters and a web portal for customers to get feedback about their energy use to make more informed choices.

CONSERVATION BENEFITS BUSINESSES What do the College of St. Scholastica’s newly expanded Science Center and Trails Edge Food, Fuel and Liquor in tiny Buckman, Minn., have in common? Both are benefiting from Minnesota Power’s POWERGrant commercial conservation program. The Science Center was designed for optimal energy performance, from the building envelope to all of the systems that heat, cool, ventilate and light the facility.

Trails Edge incorporates light emitting diodes (LEDs) inside and out and has reenergized a small rural community. Minnesota Power helped these customers integrate energy savings into their project designs, and POWERGrant rebates made their energy-efficient choices more attractive and affordable.

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SCHOLARSHIPS REWARD COMMITTED STUDENTS Minnesota Power Foundation is committed to keeping the best and brightest young people engaged in our region. Each year, it offers New Generation Scholarships to college students who attend area institutions and are pursuing fields that match the region’s workforce needs.

Minnesota Power Community Involvement Scholarships reward high school students for outstanding volunteerism and community service.

There also are several Minnesota Power scholarship programs connected to specific colleges and universities. They include the Don Shippar and Dr. Bob Beam Economics Program Enhancement Fund at the University of Wisconsin-Superior, engineering department scholarships at the University of Minnesota Duluth, and scholarships for children of employees at the University of St. Thomas and the College of St. Olaf, among others.

Over the past 15 years, these programs combined have supported nearly 600 area students who have received nearly $1.5 million in scholarship aid. Investing in tomorrow’s workforce through scholarships helps ensure a strong future economy.

strengthening job skills

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INTERNS LEARN ABOUT UTILITY CAREERS Summer interns at Minnesota Power and ALLETE gain valuable job experience and more. In 2012, 42 student workers assisted in various capacities, from data management to hydropower system maintenance. They also toured company facilities to learn how electricity is generated, transmitted and distributed. The field trips and related onsite presentations give future graduates insight into the broad range of careers within the utility industry and encourage college students to consider opportunities in the region.

IRON RANGE ENGINEERING OFFERS REAL-WORLD EXPERIENCE The future success of our region’s resource-based economy depends upon workers with technological savvy, engineering expertise, practical experience and creative energy. Minnesota Power Foundation’s recent $125,000 grant to the Iron Range Engineering program will help train tomorrow’s workforce. The money will support expansion and remodeling of the program’s current facility at Mesabi Range Community and Technical College in Virginia, Minn. Iron Range Engineering is a fully accredited, innovative, project-based learning program in which upper division engineering students enrolled at Minnesota State University, Mankato work closely with Iron Range industries through their third and fourth years of study. It has been endorsed by leading educational innovators including University of Minnesota President Eric Kaler, who visited the Iron Range to learn more about the program and its successful approach.

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a generation ..

“(Titan Business Challenge) is a very good experience. It shows you what you actually do (in business) instead of just reading a textbook.”

Tanner Spawn, Grand Rapids High School Student

ROBOTS ON THE REBOUND Basketball-shooting robots held a “Rebound Rumble” during the 2012 Lake Superior Regional of the FIRST Robotics competition at the Duluth Entertainment Convention Center. Sixty-five teams of students from across the region designed, built and programmed robots to shoot hoops. Minnesota Power Foundation is a sponsor of the annual event, hoping to inspire interest in math, engineering and computer science. It recently hosted a grant-writing seminar for high school robotics teams and their coaches to gain skills in fund development. The Foundation also sponsors the regional Destination Imagination competition, which engages youth in creative problem solving and dramatic presentations.

YOUNG TITANS LEARN ABOUT BUSINESS The business world is very competitive. High school students learned that lesson during the regional Titan Business Challenge, held at Minnesota Power’s general office building in Duluth. Junior Achievement of the Upper Midwest organizes the annual competition.

Teams of students use web-based simulation to manage a fictional business. They learn how decisions related to product, pricing and marketing can make or break a business. Volunteers from Minnesota Power, ALLETE and other businesses assisted the young entrepreneurs.

inspired to learn

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SCIENCE RULES! “Hair raising” is one way to describe the Wind Turbines presentation at the Iron Range Science and Engineering Festival in April 2012.

Hundreds of seventh grade students from Northeast Minnesota attended the event. They learned about mining and limnology, electricity, neutrinos and dark matter, rapid prototyping, wind power and more. Minnesota Power Foundation was a major sponsor, and 16 Minnesota Power employees volunteered. Minnesota Power also sponsored the Science Museum of Minnesota’s Electricity Regional Outreach Tour in 2012, which visited 45 area schools and taught 4,359 students about electricity and electric safety.

SOLAR BOAT FUELS INTEREST Virginia High School students from Greg Foster’s Introduction to Engineering Design class competed in a Solar Boat Regatta in St. Paul in May 2012. The class designed, built, tested and raced two solar-powered boats in the competition. The Virginia Blue-Ray got first place in the speed competition and third place overall. Poseidon’s Iron Devil placed third overall in the experimental class. Minnesota Power Foundation supported the team with a grant, helping students become more aware of renewable energy and its potential.

SITE VISITS ENERGIZE LEARNING Students and teachers can learn a lot from visiting energy facilities. Each year, Minnesota Power sponsors area teachers who want to attend Lignite—Our Regional Resource, a workshop for educators. One favorite stop is BNI Coal, an ALLETE company, located in Bismarck, N. D. The company has received numerous awards from the North Dakota Public Service Commission for its excellence in surface coal mining and reclamation. The growing Bison Wind Energy Center in North Dakota also has become a popular destination for classroom field trips.

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minnesota power foundation Minnesota Power Foundation 2012 Contributions

Human Services $133,850 14%

Community Enrichment $191,942 19% Education $373,526 38%

United Way $284,630 29%

2012 COMMUNITY INVESTMENTS Minnesota Power Foundation distributes hundreds of thousands of dollars each year to qualified organizations and individuals in Minnesota, Wisconsin and North Dakota that share its priorities—education, community enrichment and human services. The Foundation’s grants, scholarships and educational programs benefit customers and communities served by Minnesota Power; Superior Water, Light & Power; and BNI Coal.

EARTH HARP DELIVERS OUT-OF-THIS-WORLD PERFORMANCE The Duluth Superior Symphony Orchestra (DSSO) ended its year on a high note with a special New Year’s Eve Concert. The internationally renowned performance group Mass Ensemble joined the DSSO for the performance, bringing along its famous Earth Harp, seen on television’s America’s Got Talent. The Earth Harp is billed as “The World’s Largest Stringed Instrument.” Minnesota Power supports arts of all kinds in venues across its service territory and was a major sponsor of the gala New Year’s event.

thank you

Thank you to our new generation of Minnesota Power and allete company employees, customers, partners and stakeholders for making our communities stronger, brighter and more vibrant places to live and work!

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For more information, please contact: Peggy Hanson, Community Relations and Minnesota Power Foundation Director 218.355.3380 | mhanson@mnpower.com Visit our websites: www.mnpower.com | www.mnpowerfoundation.org Sterling Premium paper manufactured by NewPage Corporation was used for the 2012-2013 Minnesota Power Community Investment Report. Minnesota Power is proud to use the high quality product of a valued customer in this report.

10% post-consumer recycled fiber content