Otter Tail Corp 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosures Controls and Procedures . Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Exchange Act)) as of December 31, 2020, the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2020. Changes in Internal Control over Financial Reporting . There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) during the fourth quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Management’s Report Regarding Internal Control Over Financial Reporting. Management is responsible for the preparation and integrity of the consolidated financial statements and representations in this report on Form 10-K. The consolidated financial statements of the Company have been prepared in conformity with generally accepted accounting principles applied on a consistent basis and include some amounts that are based on informed judgments and best estimates and assumptions of management. In order to assure the consolidated financial statements are prepared in conformance with generally accepted accounting principles, management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). These internal controls are designed only to provide reasonable assurance, on a cost-effective basis, that transactions are carried out in accordance with management’s authorizations and assets are safeguarded against loss from unauthorized use or disposition. Management has completed its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework ( 2013 ) to conduct the required assessment of the effectiveness of the Company’s internal control over financial reporting. Based on this assessment, management concluded that, as of December 31, 2020, the Company’s internal control over financial reporting was effective based on those criteria. The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has audited the Company’s consolidated financial statements included in this report on Form 10-K and issued an attestation report on the Company’s internal control over financial reporting. Attestation Report of Independent Registered Public Accounting Firm . The attestation report of Deloitte & Touche LLP, the Company’s independent registered public accounting firm, regarding the Company’s internal control over financial reporting is provided in Item 8 of this Form 10-K. ITEM 9B. OTHER INFORMATION None. 69 Table of Content s PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this Item regarding Directors is incorporated by reference to the information under “Election of Directors” in the Company's definitive Proxy Statement for the 2021 Annual Meeting. The information regarding executive officers and family relationships is set forth in Item 3A of this report on Form 10-K. The information required by this Item regarding the Company’s procedures for recommending nominees to the board of directors is incorporated by reference to the information under “Corporate Governance – Director Nomination Process” in the Company’s definitive Proxy Statement for the 2021 Annual Meeting. The information required by this Item regarding the Audit Committee and the Company’s Audit Committee financial experts is incorporated by reference to the information under “Committees of the Board of Directors – Audit Committee” in the Company’s definitive Proxy Statement for the 2021 Annual Meeting. The Company has adopted a code of conduct that applies to all of its directors, officers (including its principal executive officer, principal financial officer, and its principal accounting officer or controller or person performing similar functions) and employees. The Company’s code of conduct is available on its website at www.ottertail.com. The Company intends to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of its code of conduct by posting such information on its website at the address specified above. Information on the Company’s website is not deemed to be incorporated by reference into this report on Form 10-K. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is incorporated by reference to the information under “Compensation Discussion and Analysis,” “Report of Compensation Committee,” “Executive Compensation,” “Pay Ratio Disclosure” and “Director Compensation” in the Company's definitive Proxy Statement for the 2021 Annual Meeting. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item regarding security ownership is incorporated by reference to the information under “Security Ownership of Certain Beneficial Owners” in the Company’s definitive Proxy Statement for the 2021 Annual Meeting. EQUITY COMPENSATION PLAN INFORMATION The following table sets forth information as of December 31, 2020 about the Company’s common stock that may be issued under all its equity compensation plans: Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Plan Category (a) (b) (c) Equity compensation plans approved by security holders: 2014 Stock Incentive Plan 314,151 (1) $ 0.00 897,798 (2) 1999 Stock Incentive Plan 541 (3) $ 0.00 — (4) 1999 Employee Stock Purchase Plan N/A 318,101 (5) Equity compensation plans not approved by security holders — — — Total 314,692 $ 0.00 1,215,899 (1) Includes 82,500, 83,400, and 59,477 performance-based share awards granted in 2020, 2019 and 2018, respectively, 90,885 restricted stock units outstanding as of December 31, 2020, and 718 stock units as part of the director deferred compensation program and excludes 37,776 shares of restricted stock issued under the 2014 Stock Incentive Plan. (2) The 2014 Stock Incentive Plan provides for the issuance of any shares available under the plan in the form of restricted stock, restricted stock units, performance awards and other types of stock-based awards, in addition to the granting of options, warrants or stock appreciation rights. (3) Director deferred compensation program stock units under the 1999 Stock Incentive Plan. (4) The 1999 Stock Incentive Plan provided for the issuance of any shares available under the plan in the form of restricted stock, restricted stock units, performance awards and other types of stock-based awards, in addition to the granting of options, warrants or stock appreciation rights. The 1999 Stock Incentive Plan expired by its terms on December 13, 2013 and no more awards may be granted thereunder. (5) Shares to be issued based on employee’s election to participate in the plan. 70 Table of Content s ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item is incorporated by reference to the information under “Policy and Procedures Regarding Transactions with Related Persons,” “Election of Directors” and “Committees of the Board of Directors” in the Company’s definitive Proxy Statement for the 2021 Annual Meeting. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this Item is incorporated by reference to the information under “Ratification of Independent Registered Public Accounting Firm – Fees” and “Ratification of Independent Registered Public Accounting Firm – Pre-Approval of Audit/Non-Audit Services Policy” in the Company’s definitive Proxy Statement for the 2021 Annual Meeting. 71 Table of Content s PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 1. Financial Statements Page Report of Independent Registered Public Accounting Firm 35 Consolidated Balance Sheets 38 Consolidated Statements of Income 39 Consolidated Statements of Comprehensive Income 40 Consolidated Statements of Shareholders’ Equity 41 Consolidated Statements of Cash Flows 42 Notes to Consolidated Financial Statements 43 2. Financial Statement Schedules Schedule I - Condensed Financial Information of Registrant Schedule II - Valuation and Qualifying Accounts and Reserves 72 Table of Content s SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT OTTER TAIL CORPORATION (PARENT COMPANY) CONDENSED BALANCE SHEETS December 31, (in thousands) 2020 2019 Assets Current Assets Cash and Cash Equivalents $ — $ 4,959 Accounts Receivable 148 — Accounts Receivable from Subsidiaries 2,734 2,144 Interest Receivable from Subsidiaries 117 117 Other 1,063 2,537 Total Current Assets 4,062 9,757 Investments in Subsidiaries 1,061,009 860,646 Notes Receivable from Subsidiaries 79,069 79,251 Deferred Income Taxes 28,793 25,505 Other Assets 40,848 36,140 Total Assets $ 1,213,781 $ 1,011,299 Liabilities and Stockholders' Equity Current Liabilities Short-Term Debt $ 65,166 $ 6,000 Current Maturities of Long-Term Debt 169 183 Accounts Payable to Subsidiaries 7 7 Notes Payable to Subsidiaries 134,352 89,611 Other 12,931 9,629 Total Current Liabilities 212,625 105,430 Other Noncurrent Liabilities 50,495 44,575 Commitments and Contingencies Capitalization Long-Term Debt, Net of Current Maturities 79,695 79,812 Common Shareholder Equity 870,966 781,482 Total Capitalization 950,661 861,294 Total Liabilities and Stockholders' Equity $ 1,213,781 $ 1,011,299 See accompanying notes to condensed financial statements. 73 Table of Content s OTTER TAIL CORPORATION (PARENT COMPANY) CONDENSED STATEMENTS OF INCOME Years Ended December 31, (in thousands) 2020 2019 2018 Income Equity Income in Earnings of Subsidiaries $ 106,379 $ 93,731 $ 91,446 Interest Income from Subsidiaries 2,859 3,063 2,839 Other Income 1,317 1,566 550 Total Income 110,555 98,360 94,835 Expense Operating Expenses 14,007 10,529 9,916 Interest Charges 4,599 4,863 4,043 Interest Charges from Subsidiaries 136 306 387 Nonservice Cost Components of Postretirement Benefits 1,150 1,297 1,422 Total Expense 19,892 16,995 15,768 Income Before Income Taxes 90,663 81,365 79,067 Income Tax (Benefit) Expense ( 5,188 ) ( 5,482 ) ( 3,278 ) Net Income $ 95,851 $ 86,847 $ 82,345 See accompanying notes to condensed financial statements. 74 Table of Content s OTTER TAIL CORPORATION (PARENT COMPANY) CONDENSED STATEMENTS OF CASH FLOWS Years Ended December 31, (in thousands) 2020 2019 2018 Cash Flows from Operating Activities Net Cash Provided by Operating Activities $ 54,027 $ 52,263 $ 56,947 Cash Flows from Investing Activities Investment in Subsidiaries ( 150,000 ) ( 34,990 ) ( 24,764 ) Debt Repaid by Subsidiaries 182 1,338 774 Cash Used in Investing Activities ( 2,419 ) ( 257 ) ( 623 ) Net Cash (Used in) Provided by Investing Activities ( 152,237 ) ( 33,909 ) ( 24,613 ) Cash Flows from Financing Activities Change in Checks Written in Excess of Cash 125 ( 31 ) 31 Net Short-Term (Repayments) Borrowings 59,166 ( 3,215 ) 9,215 Borrowings from (Repayments to) Subsidiaries 44,741 28,985 ( 1,281 ) Proceeds from Issuance of Common Stock 52,432 20,338 — Common Stock Issuance Expenses ( 648 ) ( 577 ) ( 108 ) Payments for Retirement of Capital Stock ( 2,069 ) ( 2,730 ) ( 3,011 ) Short-Term and Long-Term Debt Issuance Expenses — ( 270 ) ( 164 ) Payments for Retirement of Long-Term Debt ( 182 ) ( 172 ) ( 189 ) Dividends Paid ( 60,314 ) ( 55,723 ) ( 53,198 ) Net Cash Used in Financing Activities 93,251 ( 13,395 ) ( 48,705 ) Net Change in Cash and Cash Equivalents ( 4,959 ) 4,959 ( 16,371 ) Cash and Cash Equivalents at Beginning of Period 4,959 — 16,371 Cash and Cash Equivalents at End of Period $ — $ 4,959 $ — See accompanying notes to condensed financial statements. 75 Table of Content s Otter Tail Corporation (Parent Company) NOTES TO CONDENSED FINANCIAL STATEMENTS Incorporated by Reference Otter Tail Corporation’s consolidated statements of comprehensive income and common shareholders’ equity in Part II, Item 8 are incorporated by reference. Basis of Presentation The condensed financial information of Otter Tail Corporation is presented to comply with Rule 12-04 of Regulation S-X. The unconsolidated condensed financial statements do not reflect all of the information and notes normally included with financial statements prepared in accordance with GAAP. Therefore, these condensed financial statements should be read with the consolidated financial statements and related notes included in this report on Form 10-K. Otter Tail Corporation’s investments in subsidiaries are presented under the equity method of accounting. Under this method, the assets and liabilities of subsidiaries are not consolidated. The investments in net assets of the subsidiaries are recorded in the balance sheets. The income from operations of the subsidiaries is reported on a net basis as equity income in earnings of subsidiaries. Related Party Transactions Outstanding receivables from and payables to our subsidiaries as of December 31, 2020 and 2019 are as follows: (in thousands) Accounts Receivable Interest Receivable Current Notes Receivable Long-Term Notes Receivable Accounts Payable Current Notes Payable December 31, 2020 Otter Tail Power Company $ 2,698 $ — $ — $ — $ 7 $ — Northern Pipe Products, Inc. — 8 — 5,169 — 9,103 Vinyltech Corporation — 17 — 11,500 — 18,004 BTD Manufacturing, Inc. — 77 — 52,000 — 30,344 T.O. Plastics, Inc. — 15 — 10,400 — 3,101 Varistar Corporation — — — — — 73,800 Otter Tail Assurance Limited 36 — — — — — $ 2,734 $ 117 $ — $ 79,069 $ 7 $ 134,352 December 31, 2019 Otter Tail Power Company $ 2,056 $ — $ — $ — $ 7 $ — Northern Pipe Products, Inc. — 8 — 5,351 — 3,056 Vinyltech Corporation 4 17 — 11,500 — 15,099 BTD Manufacturing, Inc. — 77 — 52,000 — 18,474 T.O. Plastics, Inc. — 15 — 10,400 — 3,099 Varistar Corporation — — — — — 49,883 Otter Tail Assurance Limited 84 — — — — — $ 2,144 $ 117 $ — $ 79,251 $ 7 $ 89,611 Dividends Dividends paid to Otter Tail Corporation (the Parent) from its subsidiaries were as follows: (in thousands) 2020 2019 2018 Cash Dividends Paid to Parent by Subsidiaries $ 55,614 $ 55,660 $ 53,134 See Otter Tail Corporation’s notes to consolidated financial statements in Part II, Item 8 for other disclosures. 76 Table of Content s SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES OTTER TAIL CORPORATION Below is a summary of activity within valuation and qualifying accounts for the years ended December 31, 2020, 2019 and 2018: (in thousands) Balance, January 1 Charged to Cost and Expenses Deductions 1 Balance, December 31 Allowance for Credit Losses 2020 $ 1,339 $ 3,138 $ ( 1,262 ) $ 3,215 2019 1,407 986 ( 1,054 ) 1,339 2018 1,094 1,353 ( 1,040 ) 1,407 Deferred Tax Asset Valuation Allowance 2020 $ 800 $ — $ — $ 800 2019 600 200 — 800 2018 — 600 — 600 1 Amounts under Allowance for Credit Losses reflect deductions to the allowance for amounts written-off, net of recoveries. 77 Table of Content s 3. Exhibits The following Exhibits are filed as part of, or incorporated by reference into, this report. No. Description 2-A —Asset Purchase Agreement, dated as of November 16, 2016, among Otter Tail Power Company, EDF Renewable Development, Inc., Power Partners Midwest, LLC, EDF-RE US Development, LLC and Merricourt Power Partners, LLC.**/*** 2-B —Turnkey Engineering, Procurement and Construction Services Agreement, dated as of November 16, 2016, between Otter Tail Power Company and EDF-RE US Development, LLC.**/*** 2-C —First Amendment to Asset Purchase Agreement and Turnkey Engineering, Procurement and Construction Services Agreement dated June 11, 2019, with EDF Renewables Development, Inc., f/k/a, EDF Renewable Development, Inc., Power Partners Midwest, LLC, EDF-RE US Development, LLC and Merricourt Power Partners, LLC.*** 3-A —Restated Articles of Incorporation. 3-B —Restated Bylaws. 4-A —Note Purchase Agreement, dated as of August 20, 2007, between Otter Tail Power Company and the Purchasers named therein. 4-A-1 —First Amendment, dated as of December 14, 2007, to Note Purchase Agreement, dated as of August 20, 2007, between Otter Tail Power Company and the Purchasers named therein. 4-A-2 —Second Amendment, dated as of September 11, 2008, to Note Purchase Agreement, dated as of August 20, 2007, between Otter Tail Power Company and the Purchasers named therein. 4-A-3 —Third Amendment, dated as of June 26, 2009, to Note Purchase Agreement dated as of August 20, 2007, between Otter Tail Power Company and the Purchasers named therein. 4-B —Third Amended and Restated Credit Agreement dated as of October 29, 2012 among Otter Tail Corporation, the Banks named therein, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as Co-Syndication Agents, KeyBank National Association, as Documentation Agent, U.S. Bank National Association, as administration agent for the Banks and U.S. Bank National Association, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as Joint Lead Arrangers and Joint Book Runners. 4-B-1 —First Amendment to Third Amended and Restated Credit Agreement, dated as of October 29, 2013, among Otter Tail Corporation, U.S. Bank National Association, as Administrative Agent and as a Bank, Bank of America, N.A. and JPMorgan Chase Bank, N.A., each as a Co-Syndication Agent and as a Bank, KeyBank National Association, as Documentation Agent and as a Bank, and Bank of the West and Union Bank, N.A., as Banks. 4-B-2 —Second Amendment to Third Amended and Restated Credit Agreement, dated as of November 3, 2014, among Otter Tail Corporation, U.S. Bank National Association, as Administrative Agent and as a Bank, Bank of America, N.A. and JPMorgan Chase Bank, N.A., each as a Co-Syndication Agent and as a Bank, KeyBank National Association, as Documentation Agent and as a Bank, and Bank of the West as a Bank. 4-B-3 —Third Amendment to Third Amended and Restated Credit Agreement, dated as of October 29, 2015, among Otter Tail Corporation, U.S. Bank National Association, as Administrative Agent and as a Bank, Bank of America, N.A. and JPMorgan Chase Bank, N.A., each as a Co-Syndication Agent and as a Bank, KeyBank National Association, as Documentation Agent and as a Bank, and Bank of the West as a Bank. 4-B-4 —Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of October 31, 2016, among Otter Tail Corporation, U.S. Bank National Association, as Administrative Agent and as a Bank, Bank of America, N.A. and JPMorgan Chase Bank, N.A., each as a Co-Syndication Agent and as a Bank, KeyBank National Association, as Documentation Agent and as a Bank, and Bank of the West as a Bank. 4-B-5 —Fifth Amendment to Third Amended and Restated Credit Agreement, dated as of October 31, 2017, among Otter Tail Corporation, U.S. Bank National Association, as Administrative Agent and as a Bank, Bank of America, N.A. and JPMorgan Chase Bank, N.A., each as a Co-Syndication Agent and as a Bank, KeyBank National Association, as Documentation Agent and as a Bank, and Bank of the West as a Bank. 4-B-6 —Sixth Amendment to Third Amended and Restated Credit Agreement, dated as of October 31, 2018, among Otter Tail Corporation, U.S. Bank National Association, as Administrative Agent and as a Bank, Bank of America, N.A. and JPMorgan Chase Bank, N.A., each as a Co-Syndication Agent and as a Bank, KeyBank National Association, as Documentation Agent and as a Bank, and Bank of the West as a Bank. 4-B-7 —Seventh Amendment to Third Amended and Restated Credit Agreement, dated as of October 31, 2019, among Otter Tail Corporation, U.S. Bank National Association, as Administrative Agent and as a Bank, Bank of America, N.A. and JPMorgan Chase Bank, N.A., each as a Co-Syndication Agent and as a Bank, KeyBank National Association, as Documentation Agent and as a Bank, and Wells Fargo Bank, National Association, as a Bank. 4-C —Second Amended and Restated Credit Agreement dated as of October 29, 2012 among Otter Tail Power Company, the Banks named therein, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as Co-Syndication Agents, KeyBank National Association and CoBank, ACB, as Co-Documentation Agents, U.S. Bank National Association, as administrative agent for the Banks, and U.S. Bank National Association, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as Joint Lead Arrangers and Joint Book Runners. 4-C-1 —First Amendment to Second Amended and Restated Credit Agreement, dated as of October 29, 2013, among Otter Tail Power Company, U.S. Bank National Association, as Administrative Agent and as a Bank, Bank of America, N.A. and JPMorgan Chase Bank, N.A., each as a Co-Syndication Agent and as a Bank, KeyBank National Association, as Documentation Agent and as a Bank, CoBank, ACB, as a Co-Documentation Agent and as a Bank, and Wells Fargo Bank, National Association and Union Bank, N.A., as Banks. 4-C-2 —Second Amendment to Second Amended and Restated Credit Agreement, dated as of November 3, 2014, among Otter Tail Power Company, U.S. Bank National Association, as Administrative Agent and as a Bank, Bank of America, N.A. and JPMorgan Chase Bank, N.A., each as a Co-Syndication Agent and as a Bank, KeyBank National Association, as Documentation Agent and as a Bank, CoBank, ACB, as a Co-Documentation Agent and as a Bank, and Wells Fargo Bank, National Association as a Bank. 4-C-3 —Third Amendment to Second Amended and Restated Credit Agreement, dated as of October 29, 2015, among Otter Tail Power Company, U.S. Bank National Association, as Administrative Agent and as a Bank, Bank of America, N.A. and JPMorgan Chase Bank, N.A., each as a Co-Syndication Agent and as a Bank, KeyBank National Association, as Documentation Agent and as a Bank, CoBank, ACB, as a Co-Documentation Agent and as a Bank, and Wells Fargo Bank, National Association as a Bank. 78 Table of Content s No. Description 4-C-4 —Fourth Amendment to Second Amended and Restated Credit Agreement, dated as of October 31, 2016, among Otter Tail Power Company, U.S. Bank National Association, as Administrative Agent and as a Bank, Bank of America, N.A. and JPMorgan Chase Bank, N.A., each as a Co-Syndication Agent and as a Bank, KeyBank National Association, as Documentation Agent and as a Bank, CoBank, ACB, as a Co-Documentation Agent and as a Bank, and Wells Fargo Bank, National Association as a Bank. 4-C-5 —Fifth Amendment to Second Amended and Restated Credit Agreement, dated as of October 31, 2017, among Otter Tail Power Company, U.S. Bank National Association, as Administrative Agent and as a Bank, Bank of America, N.A. and JPMorgan Chase Bank, N.A., each as a Co-Syndication Agent and as a Bank, KeyBank National Association, as Documentation Agent and as a Bank, CoBank, ACB, as a Co-Documentation Agent and as a Bank, and Wells Fargo Bank, National Association as a Bank. 4-C-6 —Sixth Amendment to Second Amended and Restated Credit Agreement, dated as of October 31, 2018, among Otter Tail Power Company, U.S. Bank National Association, as Administrative Agent and as a Bank, Bank of America, N.A. and JPMorgan Chase Bank, N.A., each as a Co-Syndication Agent and as a Bank, KeyBank National Association, as Documentation Agent and as a Bank, CoBank, ACB, as a Co-Documentation Agent and as a Bank, and Wells Fargo Bank, National Association as a Bank. 4-C-7 —Seventh Amendment to Second Amended and Restated Credit Agreement, dated as of October 31, 2019, among Otter Tail Power Company, U.S. Bank National Association, as Administrative Agent and as a Bank, Bank of America, N.A. and JPMorgan Chase Bank, N.A., each as a Co-Syndication Agent and as a Bank, KeyBank National Association, as Documentation Agent and as a Bank, CoBank, ACB, as a Co-Documentation Agent and as a Bank, and Wells Fargo Bank, National Association, as a Bank. 4-D —Note Purchase Agreement, dated as of July 29, 2011, between Otter Tail Power Company and the Purchasers named therein. 4-E —Note Purchase Agreement dated as of August 14, 2013 between Otter Tail Power Company and the Purchasers named therein. 4-F —Note Purchase Agreement dated as of September 23, 2016 between Otter Tail Corporation and the Purchasers named therein. 4-G —Note Purchase Agreement dated as of November 14, 2017 between Otter Tail Power Company and the Purchasers named therein. 4-H —Note Purchase Agreement dated as of September 12, 2019 between Otter Tail Power Company and the Purchasers named therein. 4-I —Description of Securities 10-A —Agreement for Sharing Ownership of Generating Plant by and between the Company, Montana-Dakota Utilities Co., and Northwestern Public Service Company (dated as of January 7, 1970). Previously filed as Exhibit 10-F in Form 10-K for the year ended December 31, 1989. 10-A-1 —Letter of Intent for purchase of share of Big Stone Plant from Northwestern Public Service Company (dated as of May 8, 1984). Previously filed as Exhibit 10-F-1 in Form 10-K for the year ended December 31, 1989. 10-A-2 —Supplemental Agreement No. 1 to Agreement for Sharing Ownership of Big Stone Plant (dated as of July 1, 1983). Previously filed as Exhibit 10-F-2 in Form 10-K for the year ended December 31, 1991. 10-A-3 —Supplemental Agreement No. 2 to Agreement for Sharing Ownership of Big Stone Plant (dated as of March 1, 1985). Previously filed as Exhibit 10-F-3 in Form 10-K for the year ended December 31, 1991. 10-A-4 —Supplemental Agreement No. 3 to Agreement for Sharing Ownership of Big Stone Plant (dated as of March 31, 1986). Previously filed as Exhibit 10-F-4 in Form 10-K for the year ended December 31, 1991. 10-A-5 —Supplemental Agreement No. 4 to Agreement for Sharing Ownership of Big Stone Plant (dated as of April 24, 2003). 10-A-6 —Amendment I to Letter of Intent dated May 8, 1984, for purchase of share of Big Stone Plant. Previously filed as Exhibit 10-F-5 in Form 10-K for the year ended December 31, 1992. 10-B —Big Stone South–Ellendale Project Ownership Agreement dated as of June 12, 2015 between Otter Tail Power Company, a wholly owned subsidiary of Otter Tail Corporation, and Montana-Dakota Utilities Co., a division of MDU Resources Group, Inc.** 10-C —Agreement for Sharing Ownership of Coyote Station Generating Unit No. 1 by and between the Company, Minnkota Power Cooperative, Inc., Montana-Dakota Utilities Co., Northwestern Public Service Company and Minnesota Power & Light Company (dated as of July 1, 1977). Previously filed as Exhibit 5-H in filing 2-61043. 10-C-1 —Supplemental Agreement No. One, dated as of November 30, 1978, to Agreement for Sharing Ownership of Coyote Generating Unit No. 1. Previously filed as Exhibit 10-H-1 in Form 10-K for the year ended December 31, 1989. 10-C-2 —Supplemental Agreement No. Two, dated as of March 1, 1981, to Agreement for Sharing Ownership of Coyote Generating Unit No. 1 and Amendment No. 2 dated March 1, 1981, to Coyote Plant Coal Agreement. Previously filed as Exhibit 10-H-2 in Form 10-K for the year ended December 31, 1989. 10-C-3 —Amendment, dated as of July 29, 1983, to Agreement for Sharing Ownership of Coyote Generating Unit No. 1. Previously filed as Exhibit 10-H-3 in Form 10-K for the year ended December 31, 1989. 10-C-4 —Agreement, dated as of September 5, 1985, containing Amendment No. 3 to Agreement for Sharing Ownership of Coyote Generating Unit No. 1, dated as of July 1, 1977, and Amendment No. 5 to Coyote Plant Coal Agreement, dated as of January 1, 1978. Previously filed as Exhibit 10-H-4 in Form 10-K for the year ended December 31, 1992. 10-C-5 —Amendment, dated as of June 14, 2001, to Agreement for Sharing Ownership of Coyote Generating Unit No. 1. 10-C-6 —Amendment, dated as of April 24, 2003, to Agreement for Sharing Ownership of Coyote Generating Unit No. 1. 10-D —Lignite Sales Agreement between Coyote Creek Mining Company, L.L.C. and Otter Tail Power Company, Northern Municipal Power Agency, Montana-Dakota Utilities Co., Northwestern Corporation, dated as of October 10, 2012.** 10-D-1 —First Amendment to Lignite Sales Agreement dated as of January 30, 2014 among Otter Tail Power Company, Northern Municipal Power Agency, Montana-Dakota Utilities Co., a division of MDU Resources Group, Inc., NorthWestern Corporation and Coyote Creek Mining Company, L.L.C. 10-D-2 —Second Amendment to Lignite Sales Agreement dated as of March 16, 2015 among Otter Tail Power Company, Northern Municipal Power Agency, Montana-Dakota Utilities Co., a division of MDU Resources Group, Inc., NorthWestern Corporation and Coyote Creek Mining Company, L.L.C. 10-E —Wind Energy Purchase Agreement dated May 9, 2013 between Otter Tail Power Company and Ashtabula Wind III, LLC.** 10-F-1 —Deferred Compensation Plan for Directors, as amended.* 79 Table of Content s No. Description 10-F-1a —First Amendment of Deferred Compensation Plan for Directors (2003 Restatement), as amended.* 10-F-1b —Second Amendment of Deferred Compensation Plan for Directors (2003 Restatement), as amended.* 10-F-2 —Executive Survivor and Supplemental Retirement Plan (2020 Restatement).* 10-F-3 —Nonqualified Retirement Plan (2011 Restatement).* 10-F-4 —1999 Employee Stock Purchase Plan, As Amended (2016). 10-F-5 —1999 Stock Incentive Plan, As Amended (2006).* 10-F-6 —2014 Executive Annual Incentive Plan.* 10-F-7 —Otter Tail Corporation 2014 Stock Incentive Plan.* 10-F-8 —Summary of Non-Employee Director Compensation (2016).* 10-F-9 —Form of Restricted Stock Unit Award Agreement (Executives).* 10-F-10 —Form of Restricted Stock Unit Award Agreement (Legacy).* 10-F-11 —Form of Restricted Stock Award Agreement for Directors.* 10-F-12 —Otter Tail Corporation Executive Restoration Plus Plan, as Amended and Restated.* 10-F-12a —First Amendment of Otter Tail Corporation Executive Restoration Plus Plan.* 10-F-12b —Second Amendment of Otter Tail Corporation Executive Restoration Plus Plan.* 10-F-13 —Summary of Non-Employee Director Compensation (2018).* 10-F-14 —Form of 2018 Performance Award Agreement (Executives).* 10-F-15 —Form of 2018 Performance Award Agreement (Legacy).* 10-F-16 —Form of 2018 Restricted Stock Award Agreement for Directors.* 10-F-17 —Summary of Non-Employee Director Compensation (2019).* 10-G —Distribution Agreement dated November 8, 2019, between Otter Tail Corporation and KeyBanc Capital Markets Inc. 10-H —Executive Employment Agreement, Kevin Moug.* 10-I-1 —Change in Control Severance Agreement, Kevin G. Moug.* 10-I-2 —Change in Control Severance Agreement, Chuck MacFarlane.* 10-I-3 —Change in Control Severance Agreement, Timothy Rogelstad.* 10-I-4 —Change in Control Severance Agreement, Paul Knutson.* 10-I-5 —Change in Control Severance Agreement, John Abbott.* 10-I-6 —Change in Control Severance Agreement, Jennifer Smestad.* 10-J —Otter Tail Corporation Executive Severance Plan.* 21-A —Subsidiaries of Registrant. 23-A —Consent of Deloitte & Touche LLP. 24-A —Power of Attorney. 31.1 —Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 —Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 —Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 —Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.SCH —Inline XBRL Taxonomy Extension Schema Document. 101.CAL —Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.LAB —Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE —Inline XBRL Taxonomy Extension Presentation Linkbase Document. 101.DEF —Inline XBRL Taxonomy Extension Definition Linkbase Document. 104 —Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). *Management contract, compensatory plan or arrangement required to be filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K. **Confidential information has been omitted from this Exhibit and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 24b-2. ***Certain information has been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules and exhibits to the Securities and Exchange Commission upon request. Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of certain instruments defining the rights of holders of certain long-term debt of the Company are not filed, and in lieu thereof, the Company agrees to furnish copies thereof to the Securities and Exchange Commission upon request. 80 Table of Content s ITEM 16. FORM 10-K SUMMARY None. 81 Table of Content s SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. OTTER TAIL CORPORATION By: /s/ Kevin G. Moug Kevin G. Moug Chief Financial Officer and Senior Vice President (authorized officer and principal financial officer) Dated: February 19, 2021 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature and Title Charles S. MacFarlane ) President and Chief Executive Officer ) (principal executive officer) and Director ) ) Kevin G. Moug ) Chief Financial Officer and Senior Vice President ) (principal financial and accounting officer) ) ) By /s/ Charles S. MacFarlane Nathan I. Partain ) Charles S. MacFarlane Chairman of the Board and Director ) Pro Se and Attorney-in-Fact ) Dated February 19, 2021 Karen M. Bohn, Director ) ) John D. Erickson, Director ) ) Steven L. Fritze, Director ) ) Kathryn O. Johnson, Director ) ) Timothy J. O’Keefe, Director ) ) James B. Stake, Director ) ) Thomas J. Webb, Director ) 82