Core Viewpoint - ALLETE has entered into a definitive agreement with a partnership led by CPP Investments and GIP to be acquired for $67.00 per share, totaling $6.2 billion including debt assumption, with the transaction expected to close in mid-2025, pending shareholder and regulatory approvals [1] Group 1: Acquisition Details - The acquisition price is set at $67.00 per share in cash, amounting to $6.2 billion when including the assumption of debt [1] - The transaction is anticipated to close in mid-2025, contingent upon shareholder approval and regulatory clearances from MPUC, PSCW, and FERC [1] Group 2: Shareholder Insights - Shareholders of ALLETE could potentially earn a 12.3% annual return by holding shares until the expected settlement in mid-2025, based on the acquisition offer [2] - Dividends are expected to continue being paid to shareholders until the settlement date [2]

Part I. Financial Information [Consolidated Financial Statements (Unaudited)](index=6&type=section&id=Item%201.%20Consolidated%20Financial%20Statements%20-%20Unaudited) The company presents its unaudited consolidated balance sheet, income statement, and cash flow statement for the period ended September 30, 2024 [Consolidated Balance Sheet](index=6&type=section&id=Consolidated%20Balance%20Sheet) Total assets increased to $6.74 billion, driven by growth in Property, Plant and Equipment, while total equity saw a slight decrease Consolidated Balance Sheet Highlights (in Millions) | Account | Sep 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | **Total Assets** | **$6,737.2** | **$6,656.4** | | Total Current Assets | $483.4 | $468.1 | | Property, Plant and Equipment – Net | $5,112.8 | $5,013.4 | | **Total Liabilities** | **$3,344.6** | **$3,249.3** | | Long-Term Debt | $1,743.7 | $1,679.9 | | **Total Equity** | **$3,391.9** | **$3,406.6** | [Consolidated Statement of Income](index=7&type=section&id=Consolidated%20Statement%20of%20Income) Net income decreased to $45.0 million in Q3 2024, impacted by merger costs and the absence of a large 2023 arbitration gain Quarterly Financial Performance (in Millions, except EPS) | Metric | Q3 2024 | Q3 2023 | | :--- | :--- | :--- | | Total Operating Revenue | $407.2 | $378.8 | | Operating Income | $45.3 | $36.0 | | Net Income Attributable to ALLETE | $45.0 | $85.9 | | Diluted EPS | $0.78 | $1.49 | Nine-Month Financial Performance (in Millions, except EPS) | Metric | Nine Months 2024 | Nine Months 2023 | | :--- | :--- | :--- | | Total Operating Revenue | $1,165.0 | $1,477.1 | | Operating Income | $122.0 | $137.8 | | Net Income Attributable to ALLETE | $128.7 | $195.6 | | Diluted EPS | $2.23 | $3.41 | [Consolidated Statement of Cash Flows](index=10&type=section&id=Consolidated%20Statement%20of%20Cash%20Flows) Operating cash flow decreased to $367.3 million for the nine-month period, while investing cash use increased Cash Flow Summary (Nine Months Ended Sep 30, in Millions) | Activity | 2024 | 2023 | | :--- | :--- | :--- | | Cash from Operating Activities | $367.3 | $520.0 | | Cash used in Investing Activities | ($219.9) | ($200.6) | | Cash used in Financing Activities | ($115.8) | ($228.4) | | **Change in Cash** | **$31.6** | **$91.0** | [Notes to Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail key accounting policies, regulatory matters, the pending merger, and segment performance updates - The company is evaluating the SEC's final rule on climate-related disclosures, which is currently stayed pending judicial review[29](index=29&type=chunk) - ALLETE plans to adopt ASU 2023-07 for enhanced segment disclosures in its 2024 Form 10-K[30](index=30&type=chunk) [Management's Discussion and Analysis (MD&A)](index=36&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management analyzes financial results, segment performance, and strategic outlook, highlighting impacts from the pending merger - Net income for the first nine months of 2024 was **$128.7 million**, significantly lower than $195.6 million in 2023, attributed to **$19.5 million in after-tax merger transaction costs** and a prior-year gain[128](index=128&type=chunk) [Comparison of the Quarters Ended September 30, 2024 and 2023](index=37&type=section&id=Comparison%20of%20the%20Quarters%20Ended%20September%2030%2C%202024%20and%202023) Q3 2024 net income was impacted by a sharp decline at ALLETE Clean Energy, offsetting stable Regulated Operations results - Regulated Operations utility revenue decreased by **$3.8 million** due to lower fuel adjustment recoveries and transmission revenue[131](index=131&type=chunk) - ALLETE Clean Energy's operating revenue increased by **$19.9 million** due to the sale of the Whitetail wind project in 2024[140](index=140&type=chunk) - Corporate and Other revenue increased by **$12.3 million**, mainly from higher sales of renewable energy projects at New Energy[144](index=144&type=chunk) [Comparison of the Nine Months Ended September 30, 2024 and 2023](index=41&type=section&id=Comparison%20of%20the%20Nine%20Months%20Ended%20September%2030%2C%202024%20and%202023) Nine-month net income fell significantly due to a drop at ALLETE Clean Energy and $19.5 million in merger transaction costs - Regulated Operations utility revenue increased by **$9.5 million**, driven by interim rates and higher fuel adjustment recoveries[148](index=148&type=chunk) - ALLETE Clean Energy's operating revenue fell by **$327.9 million**, primarily because 2023 included large project sales[158](index=158&type=chunk) - Corporate and Other net income was significantly impacted by **$19.5 million in after-tax merger transaction costs**[164](index=164&type=chunk) [Outlook](index=46&type=section&id=Outlook) The company maintains a 5-7% long-term EPS growth target, focusing on its regulated utility business and major transmission projects - The company has a long-term objective of achieving **5% to 7% consolidated EPS growth**[168](index=168&type=chunk) - Regulated Operations are expected to comprise approximately **75% of total consolidated net income** in 2024[169](index=169&type=chunk) - The MPUC approved the settlement in the 2024 Minnesota General Rate Case, resulting in a **$33.97 million net rate increase** and a **9.78% return on equity**[173](index=173&type=chunk) - Major transmission projects are underway, including the North Plains Connector, the Duluth Loop Reliability Project, and the HVDC Transmission System Project (**$800M-$900M cost**)[182](index=182&type=chunk)[183](index=183&type=chunk)[184](index=184&type=chunk) [Liquidity and Capital Resources](index=50&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a strong liquidity position and investment-grade credit ratings despite a negative outlook revision from S&P Capital Structure (as of Sep 30, 2024) | Component | Amount (Millions) | Percentage | | :--- | :--- | :--- | | ALLETE Equity | $2,831.2 | 54% | | Non-Controlling Interest | $560.7 | 11% | | Short-Term and Long-Term Debt | $1,794.4 | 35% | | **Total Capitalization** | **$5,187.0** | **100%** | - On May 7, 2024, S&P Global Ratings **revised its outlook on ALLETE to negative** from stable due to the pending merger, but affirmed all ratings[198](index=198&type=chunk) - Capital expenditures for the first nine months of 2024 totaled **$229.5 million**, up from $182.0 million in the same period of 2023[200](index=200&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=54&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risks include commodity prices and interest rates, managed through regulatory mechanisms and debt structure - Exposure to commodity price risk in regulated operations is **largely mitigated** through fuel adjustment clauses and other rate recovery mechanisms[206](index=206&type=chunk) - A hypothetical **100 basis point increase** in interest rates would increase annual pre-tax interest expense by approximately **$0.3 million**[209](index=209&type=chunk) [Controls and Procedures](index=55&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective with no material changes to internal controls - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were **effective** as of September 30, 2024[210](index=210&type=chunk) - There were **no changes in internal control** over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[211](index=211&type=chunk) Part II. Other Information [Risk Factors](index=55&type=section&id=Item%201A.%20Risk%20Factors) Key risks are concentrated around the pending merger, including completion uncertainty, transaction costs, and potential litigation - There is **no assurance if or when the merger will be completed**, with a potential termination fee of **$116 million** payable by ALLETE under certain circumstances[215](index=215&type=chunk) - The company has incurred **$19.5 million in after-tax transaction costs** through September 30, 2024, and expects to incur additional material expenses[219](index=219&type=chunk) - The company has received demand letters and has been subject to complaints related to the merger, which could result in **substantial costs**[220](index=220&type=chunk)[221](index=221&type=chunk) [Mine Safety Disclosures](index=56&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Information regarding mine safety violations is provided in Exhibit 95 of the Form 10-Q - Information concerning mine safety violations as required by the Dodd-Frank Act is included in **Exhibit 95** to this Form 10-Q[223](index=223&type=chunk) [Exhibits](index=57&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including merger agreements, certifications, and XBRL data

Core Insights - New Energy Equity has successfully completed 14 solar projects for Public Storage in Minnesota, marking a significant step in Public Storage's goal to install solar on over 1,300 properties by 2025 [1][2] - The completed projects have a combined installed capacity of 2.28 MW, including a notable 0.35 MW solar array at the Como St. Paul facility, which is the second largest rooftop solar array in Public Storage's national portfolio [2][3] - These solar installations are expected to generate approximately 2,750 MWh of electricity annually, equivalent to powering 379 homes for one year [3] Company Overview - New Energy Equity, a subsidiary of ALLETE, specializes in developing, financing, and managing solar power generation assets, having developed over 500 megawatts of solar projects and closed more than $1.2 billion in clean energy investments [5] - Public Storage is a member of the S&P 500 and operates self-storage facilities across the United States and Europe, with interests in 3,049 facilities and a significant equity interest in Shurgard Self Storage Limited [6]

Group 1 - New Energy Equity, a subsidiary of ALLETE Inc, has achieved Gold Certification through the Diversity Equity Inclusion and Justice (DEIJ) Certification Program from the Solar Energy Industries Association (SEIA) [1] - New Energy is one of only three companies in the solar industry to attain SEIA's Gold level certification, having previously received Bronze and Silver certifications [2] - The Gold Certification was earned by completing various content modules focused on inclusion topics, including LGBTQ+ and disability inclusion, mentorship, recruiting practices, and conflict resolution [1][2] Group 2 - New Energy Equity develops, finances, operates, and manages solar power generation assets, providing clean electricity to various customers under long-term contracts [2] - The company has successfully developed over 500 megawatts of solar projects and closed more than $1.2 billion in clean energy investments [2]

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, 2024 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 ...

Core Viewpoint - Monteverde & Associates PC is investigating ALLETE, Inc. regarding its proposed merger with a partnership led by Canada Pension Plan Investment Board and Global Infrastructure Partners, offering ALLETE stockholders $67.00 per share in cash [1]. Group 1: Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2018-2022 ISS Securities Class Action Services Report and has a successful track record in recovering money for shareholders [1][3]. - The firm operates from the Empire State Building in New York City and specializes in class action securities litigation [3]. Group 2: Merger Details - ALLETE, Inc. stockholders will receive $67.00 per share for each share of common stock owned as of the closing of the transaction [1]. - A shareholder vote regarding the merger is scheduled for August 21, 2024 [1].

NEW YORK, July 20, 2024 (GLOBE NEWSWIRE) -- Monteverde & Associates PC (the “M&A Class Action Firm”), has recovered money for shareholders and is recognized as a Top 50 Firm in the 2018-2022 ISS Securities Class Action Services Report. We are headquartered at the Empire State Building in New York City and is investigating ALLETE, Inc. (NYSE: ALE), relating to its proposed merger with a partnership led by Canada Pension Plan Investment Board and Global Infrastructure Partners. Under the terms of the agreemen ...

Core Insights - Kuehn Law is investigating potential claims related to proposed mergers involving GRIID Infrastructure, Inc., ALLETE, Inc., Heartland Financial, and McGrath RentCorp, focusing on whether the boards acted to maximize shareholder value and disclosed material information [1][2]. Group 1: Mergers and Acquisitions - GRIID Infrastructure, Inc. is set to merge with CleanSpark, Inc., with GRIID shareholders receiving CleanSpark common stock based on a specific exchange ratio [1]. - ALLETE, Inc. has agreed to sell to Canada Pension Plan Investment Board and Global Infrastructure Partners for $67.00 per share in cash [1]. - Heartland Financial will be acquired by UMB Financial Corporation, with each Heartland share exchanged for 0.55 UMB shares, resulting in Heartland stockholders owning approximately 31% of the combined company [2]. - McGrath RentCorp is being acquired by WillScot Mobile Mini Holdings Corp. for $123.00 in cash or 2.8211 shares of WillScot common stock for each share of McGrath [2]. Group 2: Shareholder Engagement - Kuehn Law emphasizes the importance of shareholder participation in ensuring the integrity and fairness of financial markets, encouraging shareholders to voice their concerns [3]. - Shareholders are advised to act promptly regarding their legal rights, as Kuehn Law covers all case costs and does not charge its clients [4].

NEW YORK, June 24, 2024 /PRNewswire/ -- Monteverde & Associates PC (the "M&A Class Action Firm"), has recovered money for shareholders and is recognized as a Top 50 Firm in the 2018-2022 ISS Securities Class Action Services Report. We are headquartered at the Empire State Building in New York City and is investigating ALLETE, Inc. (NYSE: ALE), relating to its proposed merger with a partnership led by Canada Pension Plan Investment Board and Global Infrastructure Partners. Under the terms of the agreement, A ...

The North Plains Connector transmission line will more than double the transfer capacity between the eastern and western U.S. electric grids, providing PGE access to new, diverse resources and bolstering reliability for customers. PORTLAND, Ore., May 28, 2024 /PRNewswire/ -- Portland General Electric (NYSE: POR) today signed a non-binding memorandum of understanding with Grid United and ALLETE, Inc. (NYSE: ALE) in the development of the North Plains Connector, an approximately 415-mile high-voltage direct-c ...