What changed in this filing

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Item 1A. Risk Factors

2022-02-16 compared with 2021-02-19 · 132 added, 113 removed, 197 unchanged (55% of the section changed)

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Our businesses are subject to various risks and uncertainties.

Any of the risks described below or elsewhere in this report on Form 10-K or in our other SEC filings could materially adversely affect our business, financial condition, operating results and cash flows.

Additional risks and uncertainties we are not presently aware of or that we currently consider immaterial may also affect our business, financial condition, operating results and cash flows.

Any of the risks described below or elsewhere in this report on Form 10-K or in our other SEC filings could materially adversely affect our business, operating results, financial condition and liquidity.

Additional risks and uncertainties we are not presently aware of or that we currently consider immaterial may also affect our business, operating results, financial condition and liquidity.

Oversight of Risk and Related Processes

A key accountability of the Board of Directors is the oversight of material risk.

Management and the Board of Directors have responsibility for overseeing the identification and mitigation of top risks.

Management and the Board of Directors have responsibility for overseeing the identification and mitigation of significant and emerging risks.

Management identifies and analyzes risks to determine the impact and other attributes such as timing, likelihood and management control.

Identification and analysis occur formally through a top risk assessment conducted by senior management, the financial disclosure process, and internal auditing and compliance with financial and operational controls.

Identification and analysis occur formally through an assessment of significant and emerging risks conducted by senior management, the financial disclosure process, and internal auditing and compliance with financial and operational controls.

Management also identifies and analyzes risk through development of goals and key performance indicators, which include risk identification to determine barriers to implementing our strategy.

We promote a culture of compliance, including tone at the top.

The process for risk mitigation includes adherence to our code of conduct and compliance policies, operation of formal risk management structures and overall business management to mitigate the risks inherent in the implementation of strategy.

The process for risk mitigation includes adherence to our code of business ethics and compliance policies, operation of formal risk management structures and overall business management to mitigate the risks inherent in the implementation of strategy.

We manage and further mitigate risks through formal risk management structures, including a management executive risk committee and services such as internal audit/business risk management and legal.

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Senior management presents and communicates a periodic risk assessment to our Board of Directors which provides information on the risks management believes are material, including the earnings impact, timing, likelihood and management control.

The Board of Directors approaches oversight, management and mitigation of risk as an integral and continuous part of its governance of Otter Tail Corporation.

The Board of Directors approaches oversight, management and mitigation of risk as an integral and continuous part of its governance of OTC.

The Board of Directors regularly reviews management’s top risk assessment and analyzes areas of existing and future risks and opportunities.

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OPERATIONAL RISKS

The economic effects of the COVID-19 pandemic and measures taken to arrest its spread, as well as any emergency measures we take in response, could adversely impact our business, including our operating results, financial condition and liquidity.

The outbreak and global spread of COVID-19, which has been declared a pandemic by the World Health Organization, has adversely impacted economic activity and conditions worldwide and is currently impacting our business operations.

The extent to which COVID-19 will continue to impact our business is highly uncertain and will depend on future developments, including the efficacy and availability of vaccines, the spread of COVID-19 variants and the extent of federal, state and local government responses affecting the economy.

In particular, the COVID-19 pandemic could, among other things:

• reduce customer demand in our Manufacturing segment, where we experienced a significant but temporary decline in orders in 2020 as many of our customers temporarily closed their plants, which led to actions to reduce our operations, including furloughing of employees and eliminating positions;

• reduce customer demand in our Electric segment, including demand from commercial and industrial customers;

• reduce customer demand in our Plastics segment;

• result in lower PVC pipe sales due to potential delays or cancellation of public water and wastewater infrastructure projects caused by funding shortfalls;

• lead to disruptions of our workforce;

• force us to temporarily close certain plants or construction sites if precautions to prevent the spread of the virus at those locations are not effective;

• increase our bad debt expenses, particularly in our Electric segment;

• increase our future pension benefit cost and funding requirements;

• increase health insurance premiums;

• disrupt the supply chains, delivery systems or construction workforce related to our Electric segment maintenance requirements and capital expenditure plans, resulting in further delays and increased costs;

• disrupt global financial markets, reducing our ability to access capital necessary to finance such expenditures, and which could in the future negatively affect our liquidity;

• result in a recession or market correction that could materially affect our business and the value of our common stock.

The economic effects of the coronavirus (COVID-19) pandemic and measures taken to reduce and slow the spread of the virus could adversely impact our business.

The outbreak and global spread of COVID-19, which was declared a pandemic by the World Health Organization in March 2020, continues to have widespread and unpredictable impacts on society, economies, financial markets and businesses everywhere.

The COVID-19 pandemic has impacted our business operations, including our employees, customers, construction contractors, suppliers and vendors, and there is substantial uncertainty in the nature and degree of the continued effects over time.

In 2021, our business was impacted by supply chain disruptions and labor shortages resulting from the pandemic, and the associated costs and inflation related thereto.

The extent to which COVID-19 impacts our business going forward is highly uncertain and will depend on future developments including the efficacy of vaccines, the spread of COVID-19 variants and the extent of federal, state and local government responses, including potential vaccine or testing mandates.

On November 5, 2021, OSHA issued an Emergency Temporary Standard (“ETS”) requiring that most employers with at least 100 employees ensure that their employees are fully vaccinated for COVID-19 or require their employees to obtain a negative COVID-19 test at least once a week.

On January 13, 2022, the US Supreme Court granted emergency relief to stay the implementation of the OSHA ETS and on January 26, 2022, OSHA withdrew its ETS.

Despite withdrawing the ETS as an enforceable standard, OSHA emphasized that the ETS will continue to serve as its proposal for a permanent standard.

Additionally, on September 9, 2021, President Biden issued an executive order requiring employees of certain federal contractors and covered subcontractors to be vaccinated, with no weekly testing option, unless they have an approved disability or religious exemption.

Currently, the mandate set forth by the executive order has been halted as several states are challenging its legality and the matter remains in litigation.

If these mandates are upheld in federal court and become effective, we expect one, or both, of these new regulations will apply to at least some, and possibly all, of our businesses which could require us to mandate COVID-19 vaccination of our workforce or have our unvaccinated employees undergo required weekly COVID-19 testing, or some combination thereof, which could be difficult and costly.

Further, additional vaccine and testing mandates may be announced in jurisdictions in which we operate our business, and there could be potential actions by certain states that are in conflict with the federal mandates, the impacts of which remain uncertain.

Requirements to mandate COVID-19 vaccination of our workforce or requirements of our unvaccinated employees to be tested could result in labor disruptions, employee attrition and difficulty securing future labor needs.

We continue to monitor developments involving our workforce, customers, construction contractors, suppliers and vendors and take steps to mitigate against additional impacts, but given the unprecedented and evolving nature of these circumstances, we cannot predict the full extent of the impact that COVID-19 will have on our operating results, financial condition and liquidity.

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Our strategy includes large capital investments, which are subject to risks.

Our business strategy includes major capital investments at our existing companies.

Our capital investment program planned for the next five years includes investments in renewable generation, transmission asset additions and upgrades, and technology and infrastructure projects.

Our capital investment program planned for the next five years includes Electric segment investments in renewable generation, transmission asset additions and upgrades, and technology and infrastructure projects, and Manufacturing and Plastics segments investments in facilities, equipment and machinery.

These capital projects are planned years in advance of their in-service dates and are subject to various risks including:

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and other adverse conditions.

Capital investments in our Electric segment are subject to regulatory approval and are at risk of not being granted timely or full recovery of our investments.

The inability to complete capital projects on budget and in a timely manner could adversely impact our financial condition and operating results.

Our acquisition or disposition strategies are subject to risk and may adversely impact our financial position and operating results.

As part of our business strategy, we continually assess our mix of businesses and potential strategic acquisitions or dispositions.

Capital investments in our Electric segment are

subject to regulatory approval and are at risk of not being granted timely or full recovery of our investments.

The inability to complete capital projects on budget and in a timely manner could adversely impact our operating results and financial condition.

Our acquisition or divestiture strategies are subject to risk and could adversely impact our financial position and operating results.

As part of our business strategy, we continually assess our mix of businesses and potential strategic acquisitions or divestitures.

This investment strategy is subject to various risks including the ability to identify appropriate acquisition candidates or successfully negotiate and finance any acquisitions.

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The sale of any of our businesses may result in the recognition of a loss if the business is sold for less than its book value and may expose us to risk arising from indemnification obligations that arose out of the conduct of the business prior to the sale.

These obligations may include such things as warranty and environmental obligations or the recoverability of certain assets sold as part of the transaction.

These obligations may include warranty and environmental obligations or the recoverability of certain assets sold as part of the transaction.

Unforeseen costs related to these obligations could impact our operating results.

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Unusually mild summers and winters could have an adverse effect on our financial condition and results of operations.

In addition, our Plastics segment businesses are affected by weather’s impact on contractors whose work can be delayed and therefore reduce the need for PVC pipe during winter weather and extreme wet conditions.

Weather can also have a significant impact on our Plastics segment businesses as most U.S.

PVC resin production plants are located in the Gulf Coast region, which is prone to seasonal hurricane activity and other extreme weather events.

Our access to PVC resin may be impacted by the volume and magnitude of hurricane and storm activity in this region.

In addition, our Plastics segment businesses can be affected by weather prohibiting or delaying construction projects at any time of the year in any geography, but specifically times of the year when frozen ground and cold temperatures in many parts of the country can delay construction projects, all of which can result in reduced customer demand.

Our businesses are located in areas that could be subject to natural disasters such as severe snow and ice storms, tornadoes, flooding and fires.

These factors could result in interruption of our business and damage to our facilities.

An extreme weather event within our utility service areas could directly affect our capital assets, causing disruption in service to customers and result in repair or replacement costs, due to downed wires and poles or damage to other operating equipment.

An extreme weather event within our utility service area could directly affect our capital assets, causing disruption in service to customers and result in repair or replacement costs, due to downed wires and poles or damage to other operating equipment.

In addition to variations in seasonal weather patterns, more widespread climate change may also create physical and financial risk to our businesses.

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Severe weather or other natural disasters related to climate change could be destructive and result in increased costs and disruptions in our operations.

Extreme weather conditions, such as uncommonly long periods of high or low ambient temperature, in general require more utility system backup, adding to costs and contributing to increased system stress on our utility infrastructure, which could cause service interruptions.

Extreme weather conditions, such as uncommonly long periods of high or low ambient temperature, generally require more utility system backup, adding to costs and contributing to increased system stress on our utility infrastructure, which could cause service interruptions.

The loss of, or significant reduction in revenue from, any of our key customers could have an adverse effect on our operating results.

While no single customer provides more than 10% of our consolidated operating revenue, each of our segments have customers which account for over 10% of the segment’s operating revenues.

While no single customer provided more than 10% of our consolidated operating revenue, each of our segments have customers which accounted for over 10% of the segment’s operating revenues.

In 2021, one customer accounted for 10% of Electric segment revenue, three customers combined to account for 46% of Manufacturing segment operating revenue and two customers combined to account for 50% of Plastics segment operating revenue.

The loss of any one of these customers, or a significant decline in sales to these customers, would have a significant negative impact on the segment's financial position and operating results, and could have a significant negative impact on the Company’s consolidated financial position and operating results.

The loss of any one of these customers or a significant decline in sales to these customers, would have a significant negative impact on the segment's financial condition and operating results, and could have a significant negative impact on the Company’s consolidated financial condition and operating results.

We are subject to counterparty credit risk.

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While we regularly conduct cybersecurity assessments, we cannot be certain our information security systems and protocols and those of our vendors and other third parties are sufficient to withstand a cyber-attack or other security breach.

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A major cyber incident could result in significant expenses to investigate and repair security breaches or system damage and could lead to litigation, fines, other remedial action, heightened regulatory scrutiny and damage to our reputation.

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These laws are subject to change and expansion and may require additional operational changes to comply.

The misappropriation, corruption or loss of personally identifiable information and other confidential data could lead to significant monetary damages, regulatory enforcement actions and breach notification and mitigation expenses such as credit monitoring and result in reputational damage affecting relations with shareholders, customers and regulators.

The misappropriation, corruption or loss of personally identifiable information and other confidential data could lead to significant monetary damages, regulatory enforcement actions and breach notification and mitigation expenses, such as credit monitoring, and result in reputational

damage affecting relations with shareholders, customers and regulators.

In addition to property and casualty insurance, which may cover restoration of data, certain physical damage or third-party injuries, we have cybersecurity insurance related to a breach event.

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The inability to attract and retain a qualified workforce could have an adverse effect on our operations.

The success of our business heavily depends on the leadership of our executive officers and key employees to implement our strategy.

In addition, all of our businesses rely on technical employees who possess certain specialized knowledge.

The success of our business is heavily dependent on the leadership of our executive officers and key employees for implementation of our strategy.

In addition, all of our businesses rely on technical employees who possess certain specialized knowledge and skills.

The inability to attract and maintain a skilled and stable workforce may negatively affect our ability to service our customers, manufacture products or successfully manage our business and achieve our objectives.

Competition for skilled workers is high and can lead to increased labor expenses, decreased productivity and potentially lost business opportunities.

Our ability to maintain productivity, relationships with customers, competitive costs, and quality services is limited by the ability to employ the necessary skilled personnel and could negatively affect our operating results, financial position and cash flows.

Competition for employees, including skilled workers, is high and can lead to increased labor expenses, decreased productivity and potentially lost business opportunities.

Our ability to maintain productivity, relationships with customers, competitive costs and quality services is limited by the ability to employ the necessary skilled personnel and could negatively affect our operating results, financial condition and liquidity.

FINANCIAL RISKS

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Assumptions related to future costs, investment returns, actuarial estimates and interest rates have a significant effect on our funding obligations and the cost recognized for these plans.

If our pension plan assets do not achieve our estimated long-term rate of return or if our other estimates prove to be inaccurate, our financial position, operating results and cash flows may be adversely impacted.

If our pension plan assets do not achieve our estimated long-term rate of return or if our other estimates prove to be inaccurate, our operating results, financial condition and liquidity may be adversely impacted.

In addition, our funding requirements could be impacted by changes to the Pension Protection Act.

We rely on our subsidiaries to provide sufficient earnings and cash flows to allow us to meet our financial obligations and pay dividends to our shareholders.

Otter Tail Corporation is a holding company with no significant operations of its own.

OTC is a holding company with no significant operations of its own.

The primary source of funds for payment of our financial obligations and dividends to our shareholders is from cash provided by our subsidiary companies.

Our ability to meet our financial obligations and pay dividends on our common stock principally depends on the earnings, cash flows, capital requirements and general financial position of our subsidiary companies.

In addition, OTP is subject to federal and state regulations which may restrict its ability to pay dividends.

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Changes in tax laws could materially affect our financial condition and operating results.

Our provision for income taxes and tax obligations are impacted by various tax laws and regulations, including the availability of various tax credits, IRS tax policies such as tax normalization, and at times, the ability to carryforward net operating losses.

Our provision for income taxes and tax obligations are impacted by various tax laws and regulations, including the availability of various tax credits, IRS tax policies such as tax normalization and, at times, the ability to carryforward net operating losses and tax credits.

Changes in tax laws, regulations and interpretations could have an adverse effect on our financial condition and operating results.

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These estimates can be affected by numerous factors, including changes in economic, industry or market conditions, changes in business operations, changes in competition or changes in technologies.

Any changes in key assumptions or material differences between actual and forecasted financial performance could affect our fair value estimates and lead to a goodwill impairment charge that could adversely affect our financial position and operating results, as well as impact compliance with financing agreement covenants.

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Any changes in key assumptions or material differences between actual and forecasted financial performance could affect our fair value estimates and lead to a goodwill impairment charge that could adversely affect our financial condition and operating results, as well as impact compliance with financing agreement covenants.

ELECTRIC SEGMENT RISKS

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Several factors, many of which are beyond our control, may contribute to reduced demand for energy from our customers or increase the cost of providing energy to our customers.

These risks include economic growth or decline in our service areas, demographic changes in our customer base and changes in customer demand or load growth, due to, among other items, proliferation of distributed generation, energy efficiency initiatives, and technological advancements.

These risks include economic growth or decline in our service areas, demographic changes in our customer base and changes in customer demand or load growth due to, among other items, proliferation of distributed generation, energy efficiency initiatives

and technological advancements.

In addition, customer demand could be impacted by increased competition in our service territories or the loss of a service territory or franchise.

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Our utility business is significantly impacted by government legislation and regulation.

We are subject to federal and state legislation, government regulations and regulatory actions that may have a negative impact on our business and results of operations.

The electric rates OTP is allowed to charge for its electric services are one of the most important items influencing our financial position, operating results and liquidity.

The rates OTP charges its electric customers are subject to review and determination by state and federal regulators.

Our ability to obtain rate adjustments to maintain reasonable rates of return depends on regulatory action under applicable statutes and regulations and we cannot provide assurance that rate adjustments will be obtained or reasonable rates of return on capital will be authorized.

There is no assurance the applicable regulatory authority will judge all our costs to have been prudently incurred or that rates will produce full recovery of such costs.

In addition, there could be changes in the regulatory environment that would impair the ability of OTP to recover costs historically collected from their customers.

OTP will file rate cases with, or seek cost recovery authorization from, federal and state regulatory authorities.

An adverse decision by one or more regulatory authorities concerning the level or method of determining electric utility rates, the authorized returns on equity, recoverability of fuel, purchase power and other costs, approval of depreciation rates, implementation of enforceable federal reliability standards or other regulatory matters, permitted business activities (such as ownership or operation of nonelectric businesses) or any prolonged delay in rendering a decision in a rate or other proceeding (including with respect to the recovery of capital expenditures in rates) could adversely impact our operating results.

OTP is subject to federal and state legislation and comprehensive regulation by federal and state regulatory agencies, including the public utility commissions in each of the three states in which OTP operates, and by the FERC.

State utility commissions regulate, among other matters, the establishment of assigned service areas, the siting and construction of major facilities, the capital structure of the utility business and the allowed rates to charge customers for providing energy and utility service.

Each state utility commission operates independent of one another;

therefore, OTP is subject to and must adhere to the decisions of each independent state commission.

The FERC regulates, among other matters, wholesale energy transactions, hydroelectric licensing, transmission and sale of electric energy in interstate commerce and the interconnection of electric facilities.

Our financial condition, operating results and liquidity are significantly impacted by and dependent upon our ability to recover the cost of providing utility service and earning a return on our utility capital investments.

There is no assurance that each state utility commission will judge our utility costs to have been prudently incurred or that rates will produce full recovery of such costs.

In addition, there could be changes in the federal or state regulatory framework that would impair our ability to recover utility costs historically collected from our customers.

In addition, inflationary cost pressures could increase the cost of constructing our utility assets and operating our utility business.

Rising fuel costs could increase the cost of providing energy to our customers.

In each instance, there can be no assurance that our state regulatory commissions will authorize recovery of these rising costs.

In addition to the recovery of our utility costs, our profitability is impacted by the authorized return on equity, which can be impacted by macroeconomic factors such as interest rates.

There can be no assurance that our state utility commissions or the FERC will authorize an acceptable rate of return.

An adverse decision by one or more regulatory authorities concerning the level or method of determining electric utility rates, the authorized returns on equity, recoverability of fuel, purchase power and other costs, the allocation of costs between jurisdictions, approval of depreciation rates, implementation of enforceable federal reliability standards or other regulatory matters, permitted business activities, such as ownership or operation of nonelectric businesses, or any prolonged delay in rendering a decision in a rate or other proceeding could adversely impact our financial condition, operating results and liquidity.

Our generating facilities are subject to risks that could result in early closure or a sale of our interest.

Changes in operational or economic factors, environmental regulation or risks of litigation could result in the early closure of, or the sale of our interest in, a generating facility.

In the event of an early closure, a significant asset impairment charge could be required and we would be obligated to pay for costs of closure for our share of the generating facility, including costs associated with decommissioning, remediation, reclamation and restoration of the property, and any costs of terminating contracts associated with the generating facility, such as coal supply arrangements.

In the event of a sale of our interest in a generating facility, we may not be able to negotiate the sale on favorable terms, which could result in the recognition of a loss on the sale and other potential liabilities.

There can be no assurance that we would be authorized by any or all of our state utility commissions to recover any costs or losses associated with the early closure of or sale of our interest in a generating facility.

The loss of a major generating facility would require OTP to identify and receive approval for other sources of generation for its customers, if available, and expose it to higher purchased power costs.

In addition, OTP may not be able to obtain timely regulatory approval for new generation resources to replace closed facilities.

In September 2021, our IRP filed in the three jurisdictions in which we operate outlined our plan to withdraw from our 35 percent ownership interest in Coyote Station, a jointly owned coal fired generation plant, by December 31, 2028.

We will seek to recover all costs related to the future withdrawal from Coyote Station, however, there can be no assurance that we will be granted recovery of any or all such costs.

A full or partial denial of recovery of the costs of withdrawal could significantly impact our operating results, financial condition and liquidity.

Federal and state environmental regulation could require us to incur substantial capital expenditures and increased operating costs or make it no longer economically viable to operate some of our facilities.

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Failure to comply with environmental laws and regulations, even if caused by factors beyond our control, may result in civil or criminal liabilities, penalties and fines.

Coyote Station, one of OTP's jointly owned coal fired power plant, is subject to assessment under the second implementation period of RHR as part of the state of North Dakota's state implementation plan.

We cannot predict with certainty the impact the state implementation plan may have on our business until the plan has been approved or otherwise acted on by the EPA.

However, significant emission control investments could be required.

Alternatively, investments in emission control equipment may prove to be uneconomic and result in an early closure of, or the sale of our interest in, Coyote Station.

Existing environmental laws or regulations may be revised, and new laws or regulations may be adopted or become applicable to us.

Revised or additional regulations, which result in increased compliance costs or additional operating restrictions, particularly if those costs are not fully recoverable from customers, could have a material effect on our operating results and make it no longer economically viable to operate some of our facilities.

Legislation, regulation or other actions related to climate change, greenhouse gas emissions, and other air pollutants could materially impact us.

Current and future federal, state, regional and international regulations to address global climate change and reduce greenhouse gas GHG emissions and other air pollutants, including measures such as mandated levels of renewable generation, mandatory reductions in CO 2 emission levels, taxes on CO 2 emissions or cap-and-trade regimes, could require us to incur significant new costs, which could negatively impact our financial position, operating results and cash flows if such costs cannot be recovered through rates granted by ratemaking authorities or through increased market prices for electricity.

Future federal regulatory rulemaking will be impacted by the Biden administration's priorities and objectives, which may include more stringent requirements for reducing GHG emissions and other air pollutants from existing fossil fuel-fired power plants, and other objectives that may impact our operating results, financial position or cash flows.

State implementation plans for compliance with the second implementation period of the RHR are due in mid-2021.

Coyote Station, OTP's jointly-owned coal-fired power plant, is subject to assessment under the RHR as part of the state of North Dakota's state implementation plan.

We cannot predict the impact the state implementation plan have on us until the plan is finalized and adopted.

However, significant emission control investments could be required, or in light of the costs for such emission control equipment, there are scenarios where it may not be economically feasible to invest in such equipment and an early retirement of, or the sale of our interest in, Coyote Station would be necessary.

The costs of such a retirement or sale would be material, a significant asset impairment charge could be required and OTP would be subject to state commission approval to recover such costs from customers.

In addition, it may be necessary to pursue replacement electric generation facilities as an alternative, which may require incurring significant investment in new facilities that would be subject to regulatory permits and approvals.

The multiple jurisdictions that govern our electric utility business may not agree as to the appropriate resource mix, which may lead to costs to comply with one jurisdiction that are not recoverable across all jurisdictions served by the same assets.

Revised or additional regulations, which result in increased

compliance costs or additional operating restrictions, particularly if those costs are not fully recoverable from customers, could have a material effect on our operating results and make it no longer economically viable to operate some of our facilities.

Legislation, regulation, litigation or other actions related to climate change and greenhouse gas emissions could materially impact us.

Current and future federal, state, regional and international regulations to address global climate change and reduce GHG emissions, including measures such as mandated levels of renewable generation, mandatory reductions in CO 2 emission levels, taxes on CO 2 emissions or cap-and-trade regimes, could require us to incur significant costs, which could negatively impact our financial condition, operating results and liquidity if such costs cannot be recovered through rates granted by ratemaking authorities or through increased market prices for electricity.

In 2021, the Biden Administration introduced new targets aimed at reducing economy-wide net GHG emissions by 50 to 52 percent from 2005 levels by 2030.

In addition, the Administration set a goal to reach 100 percent carbon pollution-free electricity by 2035.

To achieve these targets the Administration may implement new regulations targeting GHG emissions from existing fossil fuel-fired power plants.

While the precise nature and implications of any new regulations are uncertain, such regulations could impose substantial costs on and impact the operations of our utility business, which may materially impact our financial condition, operating results and liquidity.

In addition to complying with legislation and regulation, we could be subject to litigation related to climate change.

Costs of such litigation could be significant, and an adverse outcome could require substantial capital expenditures, changes in operations and possible payment of penalties or damages which could affect our operating results and cash flows if the costs are not recoverable in rates or covered by insurance.

Costs of such litigation could be significant, and an adverse outcome could require substantial capital expenditures, changes in operations and possible payment of penalties or damages which could affect our operating results and liquidity if the costs are not recoverable in rates or covered by insurance.

To the extent investors view climate change, fossil fuel combustion and GHG emissions as a financial risk, our stock price or our ability to access capital markets on favorable terms and conditions could be adversely impacted.

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Violations of extensive legal and regulatory compliance requirements may have a negative impact on our business and results of operations.

Violations of extensive legal and regulatory compliance requirements could have a negative impact on our business and results of operations.

We are subject to an extensive legal and regulatory framework imposed under federal and state laws and regulatory agencies, including the FERC and the NERC.

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We also take prudent and reasonable steps to protect the physical security of our generation and transmission facilities.

However, all these measures and technology may not adequately prevent security breaches or cyber-attacks or enable us to recover effectively from such a breach or attack.

However, all these measures and technology may not adequately prevent security breaches, ransomware attacks or other cyber-attacks or enable us to recover effectively from such a breach or attack.

Any significant interruption or failure of our information systems or any significant breach of security due to cyber-attacks, hacking or internal security breaches or physical attack of our generation or transmission facilities could adversely affect our business and results of operations.

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and the risk of performance below expected levels of output or efficiency.

We could be subject to costs associated with any unexpected failure to produce or deliver power, including failures caused by a breakdown or forced outage, as well as repairing damages to facilities.

We could be subject to costs associated with any unexpected failure to produce or deliver power, including failures caused by a breakdown or forced outage, as well as damages to facilities.

We rely on a limited number of suppliers to provide coal and coal transportation to our facilities.

A failure to perform by any of these counterparties may arise due to liquidity challenges or insolvency, operational deficiencies or other circumstances such as severe weather or natural disasters, which could impact our ability to provide service to our customers or require us to seek alternative sources for these products and services, if available, which could lead to increased costs adversely impacting our operating results.

Our generating facilities are subject to operational risks that could result in early closure or a sale of our interest.

Early closure of, or the sale of our interest in, a generating facility due to operational or economic factors, environmental regulation or risks of litigation could have a material adverse impact on our operating results.

In the event of an early closure, a significant asset impairment charge could be required and we would be obligated to pay for costs of closure of our share of the generating facility.

We may not be able to recover our remaining investment and the costs associated with the early closure, include costs associated with decommissioning, remediation, reclamation and restoration of the property, and any costs of terminating contracts associated with the generating facility, such as coal supply arrangements.

In addition, OTP may not be able to obtain timely regulatory approval for new generation resources to replace closed facilities.

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Joint ownership of coal-fired generation facilities could impact our ability to manage changing regulations and economic conditions.

We own our coal-fired generation facilities jointly with other co-owners with varying ownership interests in such facilities.

Our ability to make determinations on our integrated resource plan in order to best navigate changing environmental regulations and economic conditions may be impacted by our rights and obligations under the co-ownership agreements and related agreements and our ability to reconcile a divergence in the interests of OTP and the co-owners of these generation facilities.

Such a divergence could impair our ability to effectively manage these changing conditions to meet our strategic objectives and could adversely impact our financial condition, operating results and liquidity.

We are subject to risks associated with energy markets.

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This could force us to obtain alternative energy or fuel supplies at higher costs or suffer increased liability for unfulfilled contractual obligations.

Any significantly higher than expected energy or fuel costs would negatively affect our financial performance.

Any significantly higher than expected energy or fuel costs could negatively affect our financial performance.

MANUFACTURING SEGMENT RISKS

Competition from foreign and domestic manufacturers, the price and availability of raw materials, trade policy and tariffs affecting prices and markets for raw material and manufactured products, prices and supply of scrap or recyclable material and general economic conditions could affect the revenues and earnings of our manufacturing businesses.

Our manufacturing businesses are subject to intense risks associated with competition from foreign and domestic manufacturers, many of whom have broader product lines, greater distribution capabilities, greater capital resources, larger marketing, research and development personnel and facilities and other capabilities that may place downward pressure on margins and profitability.

The companies in our Manufacturing segment use a variety of raw materials in the products they manufacture, including steel, aluminum and polystyrene and other plastics resins.

Costs for these items can fluctuate significantly.

Federal trade policies, including imposed and proposed tariffs could significantly increase the prices and delivery of raw materials such as steel and aluminum that are critical to our manufacturing businesses.

If our manufacturing businesses are not able to pass on cost increases to their customers, it could have a negative effect on profit margins in our Manufacturing segment.

The price and availability of raw materials could adversely impact our operating results.

The companies in our Manufacturing segment use a variety of raw materials in the products they manufacture including, among others, steel, aluminum, and polystyrene and other plastics resins.

The price and availability of the raw materials used in our manufacturing process are based on global supply and demand conditions, which can create volatile pricing and supply disruptions as conditions change.

Federal trade policies, including imposed tariffs, can also impact prices for these raw materials.

If we are unable to pass cost increases on to our customers or are unable to procure adequate or timely raw material inputs for use in our manufacturing processes, our operating results could be negatively impacted.

Additionally, a certain amount of residual material (scrap) is a by-product of the manufacturing and production processes used by our manufacturing companies.

Declines in commodity prices for these scrap materials due to weakened demand or excess supply can negatively impact the profitability of our manufacturing companies as it reduces their ability to mitigate the cost associated with excess material.

Changes in macroeconomic conditions can negatively impact demand in the end-use markets for products and parts that we manufacture, resulting in reduced sales and profits.

There is no assurance the initiatives underway to increase revenues and improve margins at our manufacturing businesses will be successful.

Economic conditions in the end markets in which our customers operate can have an adverse impact on our results of operations and cash flows .

Competition from foreign and domestic manufacturers could affect the revenues and earnings of our manufacturing businesses.

Our manufacturing businesses are subject to intense competition from foreign and domestic manufacturers, many of whom have broader product lines, greater distribution capabilities, greater capital resources, larger marketing, research and development personnel and facilities, and other capabilities.

Our ability to compete on product performance, competitive pricing, technological innovation and customer service is critical to our ongoing success.

If we are unable to compete in these and potentially other areas, our business and operating results could be adversely impacted.

Economic conditions in the end markets in which our customers operate could have an adverse impact on our operating results and liquidity .

Our manufacturing businesses derive a large amount of their revenues from customers in the following industry sectors:

recreational vehicle/powersports, lawn and garden, construction, agriculture, energy, horticultural and life science.

Factors affecting any of these industries in general, or any of our customers in particular, could adversely affect us because our net sales growth largely depends on the continued growth of our customers’ businesses in their respective industries.

recreational vehicle/powersports, lawn and garden, construction, agriculture, energy and horticultural.

Factors affecting any of these industries in general could adversely affect our operating results as growth in our operating revenues is largely dependent on the growth of our customers’ businesses in their respective industries.

These factors include:

• seasonality of demand for our customers’ products, which may cause our manufacturing capacity to be underutilized for periods of time;

• our customers’ failure to successfully market their products, to gain or retain widespread commercial acceptance of their products or to compete effectively in their industries;

• our customers’ failure to successfully market their products, gain or retain widespread commercial acceptance of their products or compete effectively in their industries;

• loss of market share for our customers’ products, which may lead our customers to reduce or discontinue purchasing our products and components and to reduce prices, thereby exerting pricing pressure on us;

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in particular, the United States, including recessionary periods such as a global economic downturn;

• our customers’ decision to insource the production of components that has traditionally been outsourced to us;

• our customers’ decision to bring the production of components in-house that has traditionally been outsourced to us;

• product design changes or manufacturing process changes that may reduce or eliminate demand for the components we supply.

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If economic conditions or demand for our customers’ products deteriorate, we may experience a material adverse effect on our business, operating results and financial condition.

Our business and operating results may be adversely affected if we are not able to maintain our manufacturing, engineering and technological expertise.

Our business may be adversely affected if we are not able to maintain our workforce and manufacturing, engineering and technological expertise.

The markets for our manufacturing businesses are characterized by changing technology and evolving process development.

The continued success of our businesses will depend on our ability to:

• hire, retain and expand our pool of qualified engineering and trade-skilled personnel;

• hire, retain and expand our workforce, including qualified engineering and trade-skilled personnel;

• maintain technological leadership in our industry;

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• anticipate or respond to changes in manufacturing processes in a cost-effective and timely manner.

We may not be able to develop the capabilities required by our customers in the future.

The emergence of new technologies, industry standards or customer requirements may render our equipment, inventory or processes obsolete or uncompetitive.

We may have to acquire new technologies and equipment to remain competitive.

We may be unable to develop the capabilities required by our customers in the future.

The emergence of new technologies, industry standards or customer requirements may render our equipment, inventory or processes obsolete or noncompetitive.

We may be required to acquire new technologies and equipment to remain competitive.

The acquisition and implementation of new technologies and equipment may require us to incur significant expense and capital investment, which could reduce our margins and affect our operating results.

When we establish or acquire new facilities, we may not be able to maintain or develop our manufacturing, engineering and technological expertise due to a lack of trained personnel, effective training of new staff or technical difficulties with machinery.

Failure to anticipate and adapt to customers’ changing technological needs and requirements, to hire and retain a sufficient number of engineers, and to maintain manufacturing, engineering and technological expertise may have a material adverse effect on our businesses and operating results.

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Failure to anticipate and adapt to customers’ changing technological needs and requirements, to hire and retain a sufficient number of engineers and trade-skilled personnel, and to maintain manufacturing, engineering and technological expertise may have a material adverse effect on our businesses and operating results.

Our manufacturing operations are subject to environmental, health and safety laws and regulations that could result in liabilities to us.

Our manufacturing operations, which include painting and coating processes, are subject to environmental, health and safety laws and regulations, including those governing discharges to air and water, the management and disposal of hazardous substances, the cleanup of contaminated sites and health and safety matters.

We could incur material costs, including cleanup costs, civil and criminal fines, penalties and third-party claims for cost recovery, property damage or personal injury as a result of violations of or liabilities under such laws and regulations.

We could be required to incur material costs, including cleanup costs, civil and criminal fines, penalties and third-party claims for cost recovery, property damage or personal injury as a result of violations of or liabilities under such laws and regulations.

The ultimate cost of remediating contaminated sites, if any, is difficult to accurately predict and could exceed estimates.

In addition, as environmental, health and safety laws and regulations have tended to become stricter, we could incur additional costs complying with requirements that are promulgated in the future.

In addition, as environmental, health and safety laws and regulations have become more strict, we could incur additional costs complying with requirements that are promulgated in the future.

PLASTICS SEGMENT RISKS

Our plastics operations are highly dependent on a limited number of vendors for PVC resin and a limited supply of PVC resin.

Changes in PVC resin prices could negatively affect our plastics business.

The PVC pipe industry is highly sensitive to commodity raw material pricing volatility.

Historically, when resin prices are rising or stable, margins and sales volume have been higher and when resin prices are falling, sales volumes and margins have been lower.

Changes in PVC resin prices can negatively affect PVC pipe prices, profit margins on PVC pipe sales and the value of our finished goods inventory.

Our plastics operations are highly dependent on a limited number of vendors and a limited supply of PVC resin and other materials.

We rely on a limited number of vendors to supply the PVC resin used in our plastics business.

Two vendors provided over 99% of our total purchases of PVC resin in 2020.

In 2021 we sourced all of our PVC resin needs from two vendors.

In addition, the supply of PVC resin may be limited primarily due to manufacturing capacity and the limited availability of raw material components.

resin production plants are located in the Gulf Coast region, which may increase the risk of a shortage of resin in the event of a hurricane or other natural disaster in that region.

resin production plants are located in the Gulf Coast region.

This could increase the risk of a shortage of resin in the event of a hurricane, other extreme weather events and other natural disasters in that region.

The loss of a key vendor or any interruption or delay in the availability or supply of PVC resin could disrupt our ability to deliver our plastic products, cause customers to cancel orders or require us to incur additional expenses to obtain PVC resin from alternative sources, if such sources are available.

Although PVC resin is the most significant raw material input in our PVC pipe manufacturing process, we do use certain other materials, such as stabilizers, gaskets and others, in the process of manufacturing and shipping our PVC pipe products.

We generally source these materials from a limited number of suppliers and any significant supply chain constraints or disruptions related to these materials could also disrupt our ability to manufacture or ship products and could result in increased costs.

We compete against many other manufacturers of PVC pipe and manufacturers of alternative products.

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Our inability to compete effectively in each of these areas and to distinguish our plastic pipe products from competing products may adversely affect the financial performance of our plastics business.

Changes in PVC resin prices can negatively affect our plastics business.

The PVC pipe industry is highly sensitive to commodity raw material pricing volatility.

Historically, when resin prices are rising or stable, margins and sales volume have been higher and when resin prices are falling, sales volumes and margins have been lower.

Changes in PVC resin prices can negatively affect PVC pipe prices, profit margins on PVC pipe sales and the value of our finished goods inventory.

External factors beyond our control can cause fluctuations in demand for our PVC pipe products and changes in our prices and margins, which could adversely impact our operating results.

External factors beyond our control could cause fluctuations in demand for our PVC pipe products and changes in our prices and margins, which could adversely impact our operating results.

Our PVC pipe products, sold through distributors and wholesalers, are primarily used in municipal and rural water projects, wastewater projects, storm drainage systems and reclamation systems.

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Economic conditions could negatively impact our businesses.

Our businesses are affected by local, national and worldwide economic conditions.

Our businesses are affected by local, national and worldwide economic conditions, including the impact of inflation, tightening of credit in financial markets, economic recessions or other changes in economic conditions.

Our businesses may be adversely affected by decreases in the general level of economic activity, such as decreases in business and consumer spending.

A decline in the level of economic activity and uncertainty regarding

energy and commodity prices could adversely affect our results of operations and our future growth.

Inflationary pressures may lead to rising material and commodity costs and increased labor costs.

Our operating results and liquidity would be adversely impacted if we were unable to recover these increased costs from our customers.

Tightening of credit in financial markets could adversely affect the ability of customers to finance purchases of our goods and services, resulting in decreased orders, cancelled or deferred orders, slower payment cycles, and increased bad debt and customer bankruptcies.

Our businesses may also be adversely affected by decreases in the general level of economic activity, such as decreases in business and consumer spending.

A decline in the level of economic activity and uncertainty regarding energy and commodity prices could adversely affect our results of operations and our future growth.

If we are unable to achieve the organic growth we expect, our financial performance may be adversely affected.

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If we are unable to achieve and sustain consistent organic growth, we will be less likely to meet our earnings growth targets, which may adversely affect the market price of our common shares.

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UNRESOLVED STAFF COMMENTS

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors