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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
(Mark One)
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2022
or
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ______________ to ______________
Commission File Number 1-3548
ALLETE, Inc.
(Exact name of registrant as specified in its charter)
Minnesota 41-0418150
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
30 West Superior Street
Duluth, Minnesota 55802-2093
(Address of principal executive offices)
(Zip Code)

(218) 279-5000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common Stock, without par valueALENew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes    No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes    No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
         Large Accelerated Filer                 Accelerated Filer    
         Non-Accelerated Filer             Smaller Reporting Company    
                             Emerging Growth Company    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes    No

Common Stock, without par value,
57,071,967 shares outstanding
as of June 30, 2022




Index
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ALLETE, Inc. Second Quarter 2022 Form 10-Q
2



Definitions

The following abbreviations or acronyms are used in the text. References in this report to “we,” “us” and “our” are to ALLETE, Inc., and its subsidiaries, collectively.
Abbreviation or AcronymTerm
AFUDCAllowance for Funds Used During Construction – the cost of both debt and equity funds used to finance regulated utility plant additions during construction periods
ALLETEALLETE, Inc.
ALLETE Clean EnergyALLETE Clean Energy, Inc. and its subsidiaries
ALLETE PropertiesALLETE Properties, LLC and its subsidiaries
ALLETE South WindALLETE South Wind, LLC
ALLETE Transmission HoldingsALLETE Transmission Holdings, Inc.
ArcelorMittalArcelorMittal S.A.
ATCAmerican Transmission Company LLC
BisonBison Wind Energy Center
BNI EnergyBNI Energy, Inc. and its subsidiary
BoswellBoswell Energy Center
CliffsCleveland-Cliffs Inc.
CompanyALLETE, Inc. and its subsidiaries
COVID-192019 novel coronavirus
CSAPRCross-State Air Pollution Rule
DCDirect Current
EPAUnited States Environmental Protection Agency
ESOPEmployee Stock Ownership Plan
FERCFederal Energy Regulatory Commission
Form 10-KALLETE Annual Report on Form 10-K
Form 10-QALLETE Quarterly Report on Form 10-Q
GAAPGenerally Accepted Accounting Principles in the United States of America
GHGGreenhouse Gases
Hibbing TaconiteHibbing Taconite Co.
Invest DirectALLETE’s Direct Stock Purchase and Dividend Reinvestment Plan
IRPIntegrated Resource Plan
Item ___Item ___ of this Form 10-Q
kW / kWh
Kilowatt(s) / Kilowatt-hour(s)
LaskinLaskin Energy Center
Lampert Capital MarketsLampert Capital Markets, Inc.
Minnesota PowerAn operating division of ALLETE, Inc.
Minnkota PowerMinnkota Power Cooperative, Inc.
MISOMidcontinent Independent System Operator, Inc.
MMTPManitoba-Minnesota Transmission Project
Moody’sMoody’s Investors Service, Inc.
MPCAMinnesota Pollution Control Agency
MPUCMinnesota Public Utilities Commission
MW / MWhMegawatt(s) / Megawatt-hour(s)
NAAQSNational Ambient Air Quality Standards
New EnergyNew Energy Equity LLC
Nobles 2Nobles 2 Power Partners, LLC
NOLNet Operating Loss
ALLETE, Inc. Second Quarter 2022 Form 10-Q
3



Abbreviation or AcronymTerm
NOX
Nitrogen Oxides
Northshore MiningNorthshore Mining Company, a wholly-owned subsidiary of Cleveland-Cliffs Inc.
Note ___Note ___ to the Consolidated Financial Statements in this Form 10-Q
NPDESNational Pollutant Discharge Elimination System
NTECNemadji Trail Energy Center
PPA / PSAPower Purchase Agreement / Power Sales Agreement
PPACAPatient Protection and Affordable Care Act of 2010
PSCWPublic Service Commission of Wisconsin
SECSecurities and Exchange Commission
Silver Bay PowerSilver Bay Power Company, a wholly-owned subsidiary of Cleveland-Cliffs Inc.
SO2
Sulfur Dioxide
Square ButteSquare Butte Electric Cooperative, a North Dakota cooperative corporation
South Shore EnergySouth Shore Energy, LLC
ST PaperST Paper LLC
SWL&PSuperior Water, Light and Power Company
Taconite HarborTaconite Harbor Energy Center
U.S.United States of America
USS CorporationUnited States Steel Corporation

ALLETE, Inc. Second Quarter 2022 Form 10-Q
4



Forward-Looking Statements

Statements in this report that are not statements of historical facts are 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 can be 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,” “likely,” “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 providing this cautionary statement to identify important factors that could cause our actual results to differ materially from those indicated in forward-looking statements made by or on behalf of ALLETE in this Form 10-Q, 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 that could cause our actual results to differ materially from those indicated in the forward-looking statements:

our ability to successfully implement our strategic objectives;
global and domestic economic conditions affecting us or our customers;
changes in and compliance with laws and regulations or changes in tax rates or policies;
changes in rates of inflation or availability of key materials and supplies;
the outcome of legal and administrative proceedings (whether civil or criminal) and settlements;
weather conditions, natural disasters and pandemic diseases, including the ongoing COVID-19 pandemic;
our ability to access capital markets, bank financing and other financing sources;
changes in interest rates and the performance of the financial markets;
project delays or changes in project costs;
changes in operating expenses and capital expenditures and our ability to raise revenues from our customers;
the impacts of commodity prices on ALLETE and our customers;
our ability to attract and retain qualified, skilled and experienced personnel;
effects of emerging technology;
war, acts of terrorism and cybersecurity attacks;
our ability to manage expansion and integrate acquisitions;
population growth rates and demographic patterns;
wholesale power market conditions;
federal and state regulatory and legislative actions that impact regulated utility economics, including our allowed rates of return, capital structure, ability to secure financing, industry and rate structure, acquisition and disposal of assets and facilities, operation and construction of plant facilities and utility infrastructure, recovery of purchased power, capital investments and other expenses, including present or prospective environmental matters;
effects of competition, including competition for retail and wholesale customers;
effects of restructuring initiatives in the electric industry;
the impacts on our businesses of climate change and future regulation to restrict the emissions of GHG;
effects of increased deployment of distributed low-carbon electricity generation resources;
the impacts of laws and regulations related to renewable and distributed generation;
pricing, availability and transportation of fuel and other commodities and the ability to recover the costs of such commodities;
our current and potential industrial and municipal customers’ ability to execute announced expansion plans;
real estate market conditions where our legacy Florida real estate investment is located may deteriorate; and
the success of efforts to realize value from, invest in, and develop new opportunities.

Additional disclosures regarding factors that could cause our results or performance to differ from those anticipated by this report are discussed in Part I, Item 1A. Risk Factors of our 2021 Form 10-K and Part II, Item 1A. Risk Factors of this Form 10-Q. 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 ALLETE in this Form 10-Q and in other reports filed with the SEC that attempt to identify the risks and uncertainties that may affect ALLETE’s business.
ALLETE, Inc. Second Quarter 2022 Form 10-Q
5



PART I.  FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

ALLETE
CONSOLIDATED BALANCE SHEET
Unaudited
June 30,
2022
December 31,
2021
Millions
Assets  
Current Assets  
Cash and Cash Equivalents$74.6 $45.1 
Accounts Receivable (Less Allowance of $1.8 and $1.8)116.2 123.7 
Inventories – Net355.8 97.7 
Prepayments and Other113.4 24.8 
Total Current Assets660.0 291.3 
Property, Plant and Equipment – Net5,027.1 5,100.2 
Regulatory Assets470.9 511.8 
Equity Investments322.0 318.0 
Goodwill and Intangible Assets – Net151.1 0.8 
Other Non-Current Assets207.9 212.9 
Total Assets$6,839.0 $6,435.0 
Liabilities and Equity  
Liabilities  
Current Liabilities  
Accounts Payable$134.8 $111.0 
Accrued Taxes52.7 65.1 
Accrued Interest20.3 20.1 
Long-Term Debt Due Within One Year390.5 214.2 
Other110.7 133.0 
Total Current Liabilities709.0 543.4 
Long-Term Debt1,595.6 1,763.2 
Deferred Income Taxes181.8 185.7 
Regulatory Liabilities532.6 536.1 
Defined Benefit Pension and Other Postretirement Benefit Plans174.6 179.5 
Other Non-Current Liabilities286.5 280.8 
Total Liabilities3,480.1 3,488.7 
Commitments, Guarantees and Contingencies (Note 7)
Equity  
ALLETE Equity
Common Stock Without Par Value, 80.0 Shares Authorized, 57.1 and 53.2 Shares Issued and Outstanding1,771.7 1,536.7 
Accumulated Other Comprehensive Loss(23.9)(23.8)
Retained Earnings932.6 900.2 
Total ALLETE Equity2,680.4 2,413.1 
Non-Controlling Interest in Subsidiaries678.5 533.2 
Total Equity3,358.9 2,946.3 
Total Liabilities and Equity$6,839.0 $6,435.0 
The accompanying notes are an integral part of these statements.
ALLETE, Inc. Second Quarter 2022 Form 10-Q
6



ALLETE
CONSOLIDATED STATEMENT OF INCOME
Unaudited
Quarter EndedSix Months Ended
June 30,June 30,
 2022202120222021
Millions Except Per Share Amounts
Operating Revenue
Contracts with Customers – Utility$308.7 $290.4 $637.7 $583.4 
Contracts with Customers – Non-utility62.1 42.3 113.8 85.7 
Other – Non-utility2.3 2.9 5.1 5.7 
Total Operating Revenue373.1 335.6 756.6 674.8 
Operating Expenses  
Fuel, Purchased Power and Gas – Utility143.2 128.9 280.6 249.3 
Transmission Services – Utility18.3 19.2 38.2 36.9 
Cost of Sales – Non-utility41.5 15.8 58.5 32.6 
Operating and Maintenance79.6 67.1 154.9 133.4 
Depreciation and Amortization61.0 57.9 122.7 115.9 
Taxes Other than Income Taxes15.8 18.5 34.6 36.5 
Total Operating Expenses359.4 307.4 689.5 604.6 
Operating Income13.7 28.2 67.1 70.2 
Other Income (Expense)  
Interest Expense(18.6)(17.4)(36.9)(34.5)
Equity Earnings5.3 5.1 10.8 9.9 
Other12.1 1.8 14.1 5.1 
Total Other Expense(1.2)(10.5)(12.0)(19.5)
Income Before Income Taxes12.5 17.7 55.1 50.7 
Income Tax Benefit(8.3)(4.0)(12.2)(14.4)
Net Income20.8 21.7 67.3 65.1 
Net Loss Attributable to Non-Controlling Interest(16.8)(6.2)(36.6)(14.6)
Net Income Attributable to ALLETE$37.6 $27.9 $103.9 $79.7 
Average Shares of Common Stock  
Basic56.1 52.2 54.9 52.2 
Diluted56.1 52.3 54.9 52.2 
Basic Earnings Per Share of Common Stock$0.67 $0.53 $1.89 $1.53 
Diluted Earnings Per Share of Common Stock$0.67 $0.53 $1.89 $1.53 
The accompanying notes are an integral part of these statements.
ALLETE, Inc. Second Quarter 2022 Form 10-Q
7



ALLETE
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Unaudited
Quarter EndedSix Months Ended
June 30,June 30,
2022202120222021
Millions    
Net Income$20.8 $21.7 $67.3 $65.1 
Other Comprehensive Income (Loss)    
Unrealized Loss on Securities
Net of Income Tax Expense of $(0.2), $–, $(0.2) and $–(0.1) (0.4) 
Defined Benefit Pension and Other Postretirement Benefit Plans
Net of Income Tax Expense of $–, $0.2, $0.1 and $0.30.2 0.4 0.3 0.8 
Total Other Comprehensive Income (Loss)0.1 0.4 (0.1)0.8 
Total Comprehensive Income20.9 22.1 67.2 65.9 
Net Loss Attributable to Non-Controlling Interest(16.8)(6.2)(36.6)(14.6)
Total Comprehensive Income Attributable to ALLETE$37.7 $28.3 $103.8 $80.5 
The accompanying notes are an integral part of these statements.

ALLETE, Inc. Second Quarter 2022 Form 10-Q
8



ALLETE
CONSOLIDATED STATEMENT OF CASH FLOWS
Unaudited
Six Months Ended
June 30,
 20222021
Millions
Operating Activities  
Net Income$67.3 $65.1 
Adjustments to Reconcile Net Income to Cash (used in) provided by Operating Activities:
AFUDC – Equity(1.7)(1.1)
Income from Equity Investments – Net of Dividends0.6 1.1 
Loss (Gain) on Investments and Property, Plant and Equipment1.4 (0.7)
Depreciation Expense122.7 115.8 
Amortization of PSAs(5.1)(5.7)
Amortization of Other Intangible Assets and Other Assets4.3 5.1 
Deferred Income Tax Benefit(12.3)(14.4)
Share-Based and ESOP Compensation Expense2.7 3.1 
Defined Benefit Pension and Postretirement Benefit Expense (Benefit)(1.4)2.2 
Bad Debt Expense0.8 0.6 
Fuel Adjustment Clause(18.8)(18.3)
Residential Interim Rate Adjustment(3.8) 
Changes in Operating Assets and Liabilities  
Accounts Receivable8.2 5.7 
Inventories(168.2)(13.9)
Prepayments and Other(8.7)1.7 
Accounts Payable17.8 (1.2)
Other Current Liabilities(27.7)(13.0)
Cash Contributions to Defined Benefit Pension Plans (10.3)
Changes in Regulatory and Other Non-Current Assets16.9 (7.3)
Changes in Regulatory and Other Non-Current Liabilities(2.9)(8.8)
Cash (used in) provided by Operating Activities(7.9)105.7 
Investing Activities  
Proceeds from Sale of Available-for-sale Securities1.2 2.6 
Payments for Purchase of Available-for-sale Securities(1.2)(2.0)
Acquisition of Subsidiaries - Net of Cash & Restricted Cash Acquired(155.0) 
Payments for Equity Method Investments(3.9)(17.1)
Additions to Property, Plant and Equipment(89.5)(293.4)
Other Investing Activities1.2 4.2 
Cash used in Investing Activities(247.2)(305.7)
Financing Activities  
Proceeds from Issuance of Common Stock240.4 10.1 
Equity Issuance Costs(8.1) 
Proceeds from Issuance of Short-Term and Long-Term Debt475.3 379.0 
Repayments of Short-Term and Long-Term Debt(501.6)(149.3)
Proceeds from Non-Controlling Interest in Subsidiaries - Net155.7 28.9 
Dividends on Common Stock(71.5)(65.7)
Other Financing Activities(1.1)(0.9)
Cash provided by Financing Activities289.1 202.1 
Change in Cash, Cash Equivalents and Restricted Cash34.0 2.1 
Cash, Cash Equivalents and Restricted Cash at Beginning of Period47.7 65.2 
Cash, Cash Equivalents and Restricted Cash at End of Period$81.7 $67.3 
The accompanying notes are an integral part of these statements.
ALLETE, Inc. Second Quarter 2022 Form 10-Q
9



ALLETE
CONSOLIDATED STATEMENT OF EQUITY
Unaudited
Quarter EndedSix Months Ended
June 30,June 30,
2022202120222021
Millions Except Per Share Amounts
Common Stock
Balance, Beginning of Period$1,541.3 $1,467.6 $1,536.7 $1,460.9 
Common Stock Issued230.4 6.5 235.0 13.2 
Balance, End of Period1,771.7 1,474.1 1,771.7 1,474.1 
Accumulated Other Comprehensive Loss
Balance, Beginning of Period(24.0)(30.7)(23.8)(31.1)
Other Comprehensive Income - Net of Income Taxes
Unrealized Loss on Debt Securities(0.1) (0.4) 
Defined Benefit Pension and Other Postretirement Plans0.2 0.4 0.3 0.8 
Balance, End of Period(23.9)(30.3)(23.9)(30.3)
Retained Earnings
Balance, Beginning of Period932.0 883.8 900.2 864.8 
Net Income Attributable to ALLETE37.6 27.9 103.9 79.7 
Common Stock Dividends (37.0)(32.9)(71.5)(65.7)
Balance, End of Period932.6 878.8 932.6 878.8 
Non-Controlling Interest in Subsidiaries
Balance, Beginning of Period694.2 525.7 533.2505.6
Proceeds from Non-Controlling Interest in Subsidiaries - Net 1.7  182.9 28.9 
Net Loss Attributable to Non-Controlling Interest(16.8)(6.2)(36.6)(14.6)
Distributions to Non-Controlling Interest(0.6)(0.2)(1.0)(0.6)
Balance, End of Period678.5 519.3 678.5 519.3 
Total Equity$3,358.9 $2,841.9 $3,358.9 $2,841.9 
Dividends Per Share of Common Stock$0.65 $0.63 $1.30 $1.26 
The accompanying notes are an integral part of these statements.
ALLETE, Inc. Second Quarter 2022 Form 10-Q
10



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED

The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X, and do not include all of the information and notes required by GAAP for complete financial statements. Similarly, the December 31, 2021, Consolidated Balance Sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. The presentation of certain prior period amounts on the Consolidated Financial Statements have been adjusted for comparative purposes. In management’s opinion, these unaudited financial statements include all adjustments necessary for a fair statement of financial results. All adjustments are of a normal, recurring nature, except as otherwise disclosed. Operating results for the six months ended June 30, 2022, are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2022. For further information, refer to the Consolidated Financial Statements and notes included in our 2021 Form 10-K.


NOTE 1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

Cash, Cash Equivalents and Restricted Cash. We consider all investments purchased with original maturities of three months or less to be cash equivalents. As of June 30, 2022, restricted cash amounts included in Prepayments and Other on the Consolidated Balance Sheet include collateral deposits required under ALLETE Clean Energy loan and tax equity financing agreements. The restricted cash amounts included in Other Non-Current Assets represent collateral deposits required under an ALLETE Clean Energy loan agreement as well as PSAs. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheet that aggregate to the amounts presented in the Consolidated Statement of Cash Flows.
Cash, Cash Equivalents and Restricted CashJune 30,
2022
December 31,
2021
June 30,
2021
December 31,
2020
Millions  
Cash and Cash Equivalents$74.6 $45.1 $62.5 $44.3 
Restricted Cash included in Prepayments and Other 0.8 0.3 1.6 0.8 
Restricted Cash included in Other Non-Current Assets6.3 2.3 3.2 20.1 
Cash, Cash Equivalents and Restricted Cash on the Consolidated Statement of Cash Flows$81.7 $47.7 $67.3 $65.2 

Inventories – Net. Inventories are stated at the lower of cost or net realizable value. Inventories in our Regulated Operations segment are carried at an average cost or first-in, first-out basis. Inventories in our ALLETE Clean Energy segment and Corporate and Other businesses are carried at an average cost, first-in, first-out or specific identification basis.

Inventories – NetJune 30,
2022
December 31,
2021
Millions  
Fuel (a)
$35.5 $18.7 
Materials and Supplies67.6 56.1 
Renewable Energy Facilities Under Development (b)
252.7 22.9 
Total Inventories – Net$355.8 $97.7 
(a)    Fuel consists primarily of coal inventory at Minnesota Power.
(b)    Renewable Energy Facilities Under Development consists primarily of project costs related to ALLETE Clean Energy’s Northern Wind, Rock Aetna, and Red Barn wind projects which are expected to be sold in late 2022 and early 2023, respectively. (See Other Current Liabilities.)

ALLETE, Inc. Second Quarter 2022 Form 10-Q
11



NOTE 1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Continued)

Other Non-Current AssetsJune 30,
2022
December 31,
2021
Millions
Contract Assets (a)
$22.1 $23.3 
Operating Lease Right-of-use Assets15.1 16.4 
ALLETE Properties18.1 19.4 
Restricted Cash6.3 2.3 
Other Postretirement Benefit Plans66.0 64.8 
Other80.3 86.7 
Total Other Non-Current Assets$207.9 $212.9 
(a)    Contract Assets consist of payments made to customers as an incentive to execute or extend service agreements. The contract payments are being amortized over the term of the respective agreements as a reduction to revenue.     

Other Current LiabilitiesJune 30,
2022
December 31,
2021
Millions  
Customer Deposits (a)
$28.5 $27.2 
PSAs6.1 12.6 
Manufactured Gas Plant (b)
1.9 12.8 
Fuel Adjustment Clause 5.0 
Operating Lease Liabilities4.3 4.8 
Redeemable Non-Controlling Interest (c)
 30.6 
Other69.9 40.0 
Total Other Current Liabilities$110.7 $133.0 
(a) Primarily related to deposits received by ALLETE Clean Energy for the Northern Wind, Rock Aetna and Red Barn wind projects which are expected to be sold in late 2022 and early 2023, respectively. (See Inventories – Net.)
(b) The manufactured gas plant represents the current liability for remediation of a former manufactured gas plant site located in Superior, Wisconsin, and formerly operated by SWL&P.
(c) Amount reclassified from Non-Controlling Interest in Subsidiaries resulting from the exercise of an option to buy out a non-controlling interest, which was paid in the first quarter of 2022.

Other Non-Current LiabilitiesJune 30,
2022
December 31,
2021
Millions  
Asset Retirement Obligation (a)
$196.5 $184.5 
PSAs30.0 39.5 
Manufactured Gas Plant (b)
16.1 5.2 
Operating Lease Liabilities10.7 11.6 
Other33.2 40.0 
Total Other Non-Current Liabilities$286.5 $280.8 
(a)The asset retirement obligation is primarily related to our Regulated Operations and is funded through customer rates over the life of the related assets. Additionally, BNI Energy funds its obligation through its cost-plus coal supply agreements for which BNI Energy has recorded a receivable of $28.5 million in Other Non-Current Assets on the Consolidated Balance Sheet as of June 30, 2022, ($28.5 million as of December 31, 2021).
(b)The manufactured gas plant represents the non-current liability for remediation of a former manufactured gas plant site located in Superior, Wisconsin, and formerly operated by SWL&P.

ALLETE, Inc. Second Quarter 2022 Form 10-Q
12



NOTE 1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
Other Income
Six Months Ended June 30, 20222021
Millions
Pension and Other Postretirement Benefit Plan Non-Service Credits (a)
$5.3 $2.8 
Interest and Investment Income (Loss)(0.9)1.8 
AFUDC - Equity1.7 1.1 
PSA Liability (b)
10.2  
Other(2.2)(0.6)
Total Other Income$14.1 $5.1 
(a)These are components of net periodic pension and other postretirement benefit cost other than service cost. (See Note 10. Pension and Other Postretirement Benefit Plans.)
(b)The gain on removal of the PSA liability for the Northern Wind project upon decommissioning of the legacy wind energy facility assets, which was fully offset by a reserve for an anticipated loss on the sale of the Northern Wind project.


Supplemental Statement of Cash Flows Information.
Six Months Ended June 30, 20222021
Millions  
Cash Paid for Interest – Net of Amounts Capitalized$35.6$33.8
Noncash Investing and Financing Activities  
Increase (Decrease) in Accounts Payable for Capital Additions to Property, Plant and Equipment$3.1$(8.8)
Reclassification of Property, Plant and Equipment to Inventory (a)
$78.6
Capitalized Asset Retirement Costs$8.8$3.5
AFUDC–Equity$1.7$1.1
(a)The decommissioning of the existing Northern Wind assets resulted in a reclassification from Property, Plant and Equipment – Net to Inventories – Net in the second quarter of 2022 as they are being sold to a subsidiary of Xcel Energy Inc.

Non-Controlling Interest in Subsidiaries. Non-controlling interest in subsidiaries on the Consolidated Balance Sheet and net loss attributable to non-controlling interest on the Consolidated Statement of Income represent the portion of equity ownership and earnings, respectively, of subsidiaries that are not attributable to equity holders of ALLETE. These amounts are primarily related to the tax equity financing structures for ALLETE Clean Energy’s 106 MW Glen Ullin, 80 MW South Peak, 303 MW Diamond Spring and 303 MW Caddo wind energy facilities as well as ALLETE’s equity investment in the 250 MW Nobles 2 wind energy facility.

Subsequent Events. The Company performed an evaluation of subsequent events for potential recognition and disclosure through the date of the financial statements issuance.



ALLETE, Inc. Second Quarter 2022 Form 10-Q
13



NOTE 2. REGULATORY MATTERS

Regulatory matters are summarized in Note 4. Regulatory Matters to the Consolidated Financial Statements in our 2021 Form 10-K, with additional disclosure provided in the following paragraphs.

Electric Rates. Entities within our Regulated Operations segment file for periodic rate revisions with the MPUC, PSCW or FERC. As authorized by the MPUC, Minnesota Power also recognizes revenue under cost recovery riders for transmission, renewable, and environmental investments and expenditures. Revenue from cost recovery riders was $11.9 million for the six months ended June 30, 2022 ($22.1 million for the six months ended June 30, 2021).

2022 Minnesota General Rate Case. On November 1, 2021, Minnesota Power filed a retail rate increase request with the MPUC seeking an average increase of approximately 18 percent for retail customers. The rate filing seeks a return on equity of 10.25 percent and a 53.81 percent equity ratio. On an annualized basis, the requested final rate increase would generate approximately $108 million in additional revenue. In orders dated December 30, 2021, the MPUC accepted the filing as complete and authorized an annual interim rate increase beginning January 1, 2022, with approximately $80 million expected to be collected in cash and approximately $8 million of interim rates for residential customers deferred with a final determination on recovery at the end of the rate case. We cannot predict the level of final rates that may be authorized by the MPUC.

2022 Wisconsin General Rate Case. On June 1, 2022, SWL&P refiled its rate increase request with the PSCW seeking an average increase of 3.6 percent for retail customers. The filing seeks an overall return on equity of 10.4 percent and a 55 percent equity ratio. On an annualized basis, the requested final rate increase would generate approximately $4.3 million in additional revenue.

Renewable Cost Recovery Rider. Minnesota Power has an approved cost recovery rider in place to charge retail customers on a current basis for the costs of certain renewable investments and expenditures, including a return on the capital invested. Current customer billing rates for the renewable cost recovery rider were approved by the MPUC in a 2020 order. On February 2, 2022, Minnesota Power submitted its 2022 renewable factor filing, which included a request to recover a regulatory asset of $3.8 million related to the recognition of production tax credits due to a metering error at Bison. If the filing is approved, Minnesota Power would be authorized to include updated billing rates on customer bills; any portion disallowed would be charged to earnings.

Fuel Adjustment Clause. In 2020, Minnesota Power filed its fuel adjustment forecast for 2021, which was approved by the MPUC in a December 2020 order, subject to the annual prudence review and true-up filing in 2022. During 2021, Minnesota Power incurred higher fuel and purchased power costs than those forecasted in its May 2020 filing, which resulted in the recognition of an approximately $56 million regulatory asset through December 31, 2021. Minnesota Power submitted its annual true-up filing and a significant events filing in March 2022 requesting recovery of these under-collected fuel adjustment clause recoveries. No parties objected to the request; recovery of the regulatory asset began in April 2022 and will continue through mid-2023. The MPUC approved recovery of the regulatory asset in an order dated July 5, 2022.

Minnesota Power has also incurred higher fuel and purchased power costs in 2022 than those factored in its fuel adjustment forecast filed in May 2021 for 2022, which resulted in the recognition of an approximately $28 million regulatory asset as of June 30, 2022. Minnesota Power filed a significant events filing in June 2022 requesting recovery of the under-collected fuel adjustment clause recoveries that are expected for 2022 from August 2022 through December 2022. No parties objected to the request and higher rates were implemented in August 2022 to recover the expected under-collection of fuel adjustment clause recoveries, subject to final approval by the MPUC which is expected in 2023.

Conservation Improvement Program. On April 1, 2022, Minnesota Power submitted its 2021 consolidated filing detailing Minnesota Power’s CIP program results and requesting a CIP financial incentive of $1.9 million based upon MPUC procedures, which was recognized in the second quarter of 2022 upon approval by the MPUC at a hearing on June 30, 2022. In 2021, a CIP financial incentive of $2.4 million was recognized in the third quarter upon approval by the MPUC of Minnesota Power’s 2020 CIP consolidated filing. CIP financial incentives are recognized in the period in which the MPUC approves the filing.

2021 Integrated Resource Plan. On February 1, 2021, Minnesota Power filed its latest IRP with the MPUC, which outlines its clean-energy transition plans through 2035. These plans include expanding its renewable energy supply, achieving coal-free operations at its facilities by 2035, and investing in a resilient and flexible transmission and distribution grid. As part of these plans, Minnesota Power anticipates adding approximately 400 MW of new wind and solar energy resources, retiring Boswell Unit 3 by 2030 and transforming Boswell Unit 4 to be coal-free by 2035. Minnesota Power’s plans recognize that advances in technology will play a significant role in completing its transition to carbon-free energy supply, reliably and affordably. A final decision on the IRP is expected in the second half of 2022.
ALLETE, Inc. Second Quarter 2022 Form 10-Q
14



NOTE 2. REGULATORY MATTERS (Continued)

Regulatory Assets and Liabilities. Our regulated utility operations are subject to accounting guidance for the effect of certain types of regulation. Regulatory assets represent incurred costs that have been deferred as they are probable for recovery in customer rates. Regulatory liabilities represent obligations to make refunds to customers and amounts collected in rates for which the related costs have not yet been incurred. The Company assesses quarterly whether regulatory assets and liabilities meet the criteria for probability of future recovery or deferral. With the exception of the regulatory asset for Boswell Units 1 and 2 net plant and equipment, no other regulatory assets are currently earning a return. The recovery, refund or credit to rates for these regulatory assets and liabilities will occur over the periods either specified by the applicable regulatory authority or over the corresponding period related to the asset or liability.

Regulatory Assets and LiabilitiesJune 30,
2022
December 31,
2021
Millions 
Current Regulatory Assets (a)
  
Fuel Adjustment Clause $39.8  
Total Current Regulatory Assets39.8  
Non-Current Regulatory Assets  
Defined Benefit Pension and Other Postretirement Benefit Plans220.1 $226.4 
Income Taxes100.7 104.7 
Cost Recovery Riders49.9 63.2 
Asset Retirement Obligations 34.2 33.1 
Fuel Adjustment Clause 34.7 56.4 
Manufactured Gas Plant
17.6 17.0 
PPACA Income Tax Deferral4.2 4.3 
Residential Customer Interim Rate Adjustment3.8  
Other5.7 6.7 
Total Non-Current Regulatory Assets470.9 511.8 
Total Regulatory Assets$510.7 $511.8 
Current Regulatory Liabilities (b)
  
Fuel Adjustment Clause $5.0 
Transmission Formula Rates Refund$4.5 3.1 
Other1.1 0.5 
Total Current Regulatory Liabilities 5.6 8.6 
Non-Current Regulatory Liabilities  
Income Taxes 341.7 353.4 
Wholesale and Retail Contra AFUDC 82.2 83.7 
Plant Removal Obligations56.9 52.6 
North Dakota Investment Tax Credits 13.6 12.2 
Defined Benefit Pension and Other Postretirement Benefit Plans25.0 28.1 
Boswell Units 1 and 2 Net Plant and Equipment2.8 0.4 
Other10.4 5.7 
Total Non-Current Regulatory Liabilities532.6 536.1 
Total Regulatory Liabilities$538.2 $544.7 
(a)Current regulatory assets are presented within Prepayments and Other on the Consolidated Balance Sheet.
(b)Current regulatory liabilities are presented within Other Current Liabilities on the Consolidated Balance Sheet.
ALLETE, Inc. Second Quarter 2022 Form 10-Q
15



NOTE 3. ACQUISITIONS

2022 Activity

New Energy. On April 15, 2022, a wholly-owned subsidiary of ALLETE acquired 100 percent of the membership interests of New Energy for a purchase price of $165.5 million. Total consideration of approximately $158.8 million was paid in cash on the acquisition date, which is net of cash acquired and debt assumed. New Energy, which is headquartered in Annapolis, Maryland, is a renewable energy development company with a primary focus on solar and storage facilities while also offering comprehensive operations, maintenance and asset management services. The acquisition of New Energy is consistent with ALLETE’s stated strategy of additional investment in renewable energy and related infrastructure across North America to support the Company’s sustainability-in-action strategy while providing potential long-term earnings growth.

The acquisition was accounted for as a business combination and the purchase price was allocated based on the preliminary estimated fair values of the assets acquired and the liabilities assumed at the date of acquisition, as shown in the following table. The allocation of the purchase price is subject to judgment and the preliminary estimated fair value of the assets acquired and the liabilities assumed may be adjusted when the valuation analysis is complete in subsequent periods. Preliminary estimates subject to adjustment in subsequent periods relate primarily to working capital; subsequent adjustments could impact the amount of goodwill recorded. Fair value measurements were valued primarily using the discounted cash flow method and replacement cost basis. The goodwill recorded is primarily attributable to the highly skilled workforce of New Energy and synergies expected to arise as a result of the acquisition.

Since the acquisition in April 2022, aggregate revenue was $16.8 million. The Company has not presented separate results of operations since closing or combined pro forma financial information of the Company and New Energy since the beginning of 2021, as the results of operations for New Energy are not material to the Company's consolidated financials.
Millions
Assets Acquired
Cash and Cash Equivalents$3.9 
Accounts Receivable1.4 
Inventory23.2 
Other Current Assets 13.2 
Property, Plant and Equipment - Net16.4 
Goodwill (a)
150.3 
Other Non-Current Assets 2.2 
Total Assets Acquired$210.6 
Liabilities Assumed
Current Liabilities$17.4 
Long-Term Debt Due Within One Year28.3 
Long-Term Debt 5.9 
Other Non-Current Liabilities0.2 
Total Liabilities Assumed$51.8 
Net Identifiable Assets Acquired$158.8 
(a)For tax purpose, the purchase price allocation resulted in $150.3 million of deductible goodwill.

Acquisition-related costs were approximately $3 million after-tax, expensed as incurred during 2022 and recorded in Operating and Maintenance on the Consolidated Statement of Income.

ALLETE, Inc. Second Quarter 2022 Form 10-Q
16



NOTE 4. EQUITY INVESTMENTS

Investment in ATC. Our wholly-owned subsidiary, ALLETE Transmission Holdings, owns approximately 8 percent of ATC, a Wisconsin-based utility that owns and maintains electric transmission assets in portions of Wisconsin, Michigan, Minnesota and Illinois. We account for our investment in ATC under the equity method of accounting.
ALLETE’s Investment in ATC 
Millions 
Equity Investment Balance as of December 31, 2021$154.5 
Cash Investments3.9 
Equity in ATC Earnings10.7 
Distributed ATC Earnings(8.6)
Amortization of the Remeasurement of Deferred Income Taxes0.7 
Equity Investment Balance as of June 30, 2022$161.2 

ATC’s authorized return on equity is 10.02 percent, or 10.52 percent including an incentive adder for participation in a regional transmission organization, based on a 2020 FERC order which is subject to various outstanding legal challenges related to the refund period ordered by the FERC. If these legal challenges are successful, ATC may be required to provide refunds to its customers of up to approximately $66 million of which our share would be approximately $5 million pre-tax. In addition, the FERC issued a Notice of Proposed Rulemaking in April 2021 proposing to limit the 50 basis point incentive adder for participation in a regional transmission organization to only the first three years of membership in such an organization. If this proposal is adopted, our equity in earnings from ATC would be reduced by approximately $1 million pre-tax annually.

Investment in Nobles 2. Our subsidiary, ALLETE South Wind, owns 49 percent of Nobles 2, the entity that owns and operates a 250 MW wind energy facility in southwestern Minnesota pursuant to a 20-year PPA with Minnesota Power. We account for our investment in Nobles 2 under the equity method of accounting.

ALLETE’s Investment in Nobles 2
Millions
Equity Investment Balance as of December 31, 2021$163.5 
Equity in Nobles 2 Earnings (a)
0.1 
Distributed Nobles 2 Earnings(2.8)
Equity Investment Balance as of June 30, 2022$160.8 
(a)The Company also recorded net loss attributable to non-controlling interest of $6.2 million related to its investment in Nobles 2.


NOTE 5. FAIR VALUE

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We utilize market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. We primarily apply the market approach for recurring fair value measurements and endeavor to utilize the best available information. Accordingly, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs, which are used to measure fair value, are prioritized through the fair value hierarchy. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). Descriptions of the three levels of the fair value hierarchy are discussed in Note 6. Fair Value to the Consolidated Financial Statements in our 2021 Form 10-K.

The following tables set forth, by level within the fair value hierarchy, our assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2022, and December 31, 2021. Each asset and liability is classified based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, which may affect the valuation of these assets and liabilities and their placement within the fair value hierarchy levels. The estimated fair value of Cash and Cash Equivalents listed on the Consolidated Balance Sheet approximates the carrying amount and therefore is excluded from the recurring fair value measures in the following tables.

ALLETE, Inc. Second Quarter 2022 Form 10-Q
17



NOTE 5. FAIR VALUE (Continued)