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, 2021, 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, 2021. 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, 2021 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, 2021. 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, 2021, 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 report on Form 10-K. ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 69 Table of Contents 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 2022 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 2022 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 2022 Annual Meeting. The Company has adopted a code of business ethics 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 business ethics 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 business ethics 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 and Human Capital Management Committee,” “Executive Compensation,” “Pay Ratio Disclosure” and “Director Compensation” in the Company's definitive Proxy Statement for the 2022 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 2022 Annual Meeting. EQUITY COMPENSATION PLAN INFORMATION The following table sets forth information as of December 31, 2021 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 387,313 (1) $ 0.00 722,200 (2) 1999 Employee Stock Purchase Plan — N/A 290,127 (3) Equity compensation plans not approved by security holders — — — Total 387,313 — 1,012,327 (1) Includes 118,500, 82,500 and 83,400 performance-based share awards, assuming a maximum payout, granted in 2021, 2020 and 2019, respectively, 102,265 restricted stock units outstanding as of December 31, 2021, and 648 stock units outstanding as part of the director deferred compensation program and excludes 35,828 shares of restricted stock issued to members of the board of directors. (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) Shares to be issued based on employee’s election to participate in the plan. 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 2022 Annual Meeting. 70 Table of Contents 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 2022 Annual Meeting. 71 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 1. Financial Statements Page Report of Independent Registered Public Accounting Firm 37 Consolidated Balance Sheets 40 Consolidated Statements of Income 41 Consolidated Statements of Comprehensive Income 42 Consolidated Statements of Shareholders’ Equity 43 Consolidated Statements of Cash Flows 44 Notes to Consolidated Financial Statements 45 2. Financial Statement Schedules Schedule I - Condensed Financial Information of Registrant Schedule II - Valuation and Qualifying Accounts and Reserves 72 Table of Contents SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT OTTER TAIL CORPORATION (PARENT COMPANY) CONDENSED BALANCE SHEETS December 31, (in thousands) 2021 2020 Assets Current Assets Cash and Cash Equivalents $ 3 $ — Accounts Receivable 25 148 Accounts Receivable from Subsidiaries 2,817 2,734 Interest Receivable from Subsidiaries 117 117 Notes Receivable from Subsidiaries 6,767 — Other 1,410 1,063 Total Current Assets 11,139 4,062 Investments in Subsidiaries 1,184,564 1,061,009 Notes Receivable from Subsidiaries 78,900 79,069 Deferred Income Taxes 29,619 28,793 Other Assets 44,749 40,848 Total Assets $ 1,348,971 $ 1,213,781 Liabilities and Stockholders' Equity Current Liabilities Short-Term Debt $ 22,637 $ 65,166 Current Maturities of Long-Term Debt — 169 Accounts Payable to Subsidiaries 181 7 Notes Payable to Subsidiaries 190,204 134,352 Other 14,526 12,931 Total Current Liabilities 227,548 212,625 Other Noncurrent Liabilities 50,900 50,495 Commitments and Contingencies Capitalization Long-Term Debt, Net of Current Maturities 79,746 79,695 Common Stockholders' Equity 990,777 870,966 Total Capitalization 1,070,523 950,661 Total Liabilities and Stockholders' Equity $ 1,348,971 $ 1,213,781 See accompanying notes to condensed financial statements. 73 Table of Contents OTTER TAIL CORPORATION (PARENT COMPANY) CONDENSED STATEMENTS OF INCOME Years Ended December 31, (in thousands) 2021 2020 2019 Income Equity Income in Earnings of Subsidiaries $ 188,375 $ 106,379 $ 93,731 Interest Income from Subsidiaries 2,826 2,859 3,063 Other Income 1,290 1,317 1,566 Total Income 192,491 110,555 98,360 Expense Operating Expenses 14,825 14,007 10,529 Interest Charges 4,727 4,599 4,863 Interest Charges from Subsidiaries 3 136 306 Nonservice Cost Components of Postretirement Benefits 1,097 1,150 1,297 Total Expense 20,652 19,892 16,995 Income Before Income Taxes 171,839 90,663 81,365 Income Tax Benefit 4,930 5,188 5,482 Net Income $ 176,769 $ 95,851 $ 86,847 See accompanying notes to condensed financial statements. 74 Table of Contents OTTER TAIL CORPORATION (PARENT COMPANY) CONDENSED STATEMENTS OF CASH FLOWS Years Ended December 31, (in thousands) 2021 2020 2019 Cash Flows from Operating Activities Net Cash Provided by Operating Activities $ 60,695 $ 54,027 $ 52,263 Cash Flows from Investing Activities Investment in Subsidiaries — ( 150,000 ) ( 34,990 ) Debt Repaid by Subsidiaries 169 182 1,338 Cash Used in Investing Activities ( 884 ) ( 2,419 ) ( 257 ) Net Cash Used in Investing Activities ( 715 ) ( 152,237 ) ( 33,909 ) Cash Flows from Financing Activities Net (Repayments) Borrowings on Short-Term Debt ( 42,529 ) 59,166 ( 3,215 ) Borrowings from Subsidiaries 49,085 44,741 28,985 Proceeds from Issuance of Common Stock 696 52,432 20,338 Payments for Shares Withheld for Employee Tax Obligations ( 1,507 ) ( 2,069 ) ( 2,730 ) Payments for Retirement of Long-Term Debt ( 169 ) ( 182 ) ( 172 ) Dividends Paid ( 64,864 ) ( 60,314 ) ( 55,723 ) Other, net ( 689 ) ( 523 ) ( 878 ) Net Cash Used in (Provided by) Financing Activities ( 59,977 ) 93,251 ( 13,395 ) Net Change in Cash and Cash Equivalents 3 ( 4,959 ) 4,959 Cash and Cash Equivalents at Beginning of Period — 4,959 — Cash and Cash Equivalents at End of Period $ 3 $ — $ 4,959 See accompanying notes to condensed financial statements. 75 Table of Contents OTTER TAIL CORPORATION (PARENT COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS Incorporated by Reference OTC’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 OTC 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. OTC’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, 2021 and 2020 are as follows: (in thousands) Accounts Receivable Interest Receivable Current Notes Receivable Long-Term Notes Receivable Accounts Payable Current Notes Payable December 31, 2021 Otter Tail Power Company $ 2,503 $ — $ — $ — $ 7 $ — Northern Pipe Products, Inc. — 7 — 5,000 4 32,057 Vinyltech Corporation 13 18 — 11,500 — 34,881 BTD Manufacturing, Inc. — 77 6,767 52,000 170 — T.O. Plastics, Inc. 20 15 — 10,400 — 5,995 Varistar Corporation — — — — — 117,271 Otter Tail Assurance Limited 281 — — — — — $ 2,817 $ 117 $ 6,767 $ 78,900 $ 181 $ 190,204 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 Dividends Dividends paid to OTC (the Parent) from its subsidiaries were as follows: (in thousands) 2021 2020 2019 Cash Dividends Paid to Parent by Subsidiaries $ 64,790 $ 55,614 $ 55,660 See OTC’s notes to consolidated financial statements in Part II, Item 8 for other disclosures. 76 Table of Contents 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, 2021, 2020 and 2019: (in thousands) Balance, January 1 Charged to Cost and Expenses Deductions 1, 2 Balance, December 31 Allowance for Credit Losses 2021 $ 3,215 $ 93 $ ( 1,472 ) $ 1,836 2020 1,339 3,138 ( 1,262 ) 3,215 2019 1,407 986 ( 1,054 ) 1,339 Deferred Tax Asset Valuation Allowance 2021 $ 800 $ — $ ( 800 ) — 2020 800 — — 800 2019 600 200 — 800 1 Amounts under Allowance for Credit Losses reflect deductions to the allowance for amounts written-off, net of recoveries. 2 Amounts under Deferred Tax Asset Valuation Allowance reflect a release of a valuation allowance based on current expectations of the realizability of the associated deferred tax asset. 77 Table of Contents 3. Exhibits The following Exhibits are filed as part of, or incorporated by reference into, this report. No. Description 3.1 Third Restated Articles of Incorporation , dated April 12, 2021 . 3.2 Restated Bylaws , dated April 12, 2021 . 4.1 Description of Securities 10.1.0 Note Purchase Agreement, dated as of August 20, 2007, between Otter Tail Power Company and the Purchasers named therein. 10.1.1 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. 10.1.2 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. 10.1.3 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. 10.2 Note Purchase Agreement dated as of August 14, 2013 between Otter Tail Power Company and the Purchasers named therein. 10.3 Note Purchase Agreement dated as of September 23, 2016 between Otter Tail Corporation and the Purchasers named therein. 10.4 Note Purchase Agreement dated as of November 14, 2017 between Otter Tail Power Company and the Purchasers named therein. 10.5 Note Purchase Agreement dated as of September 12, 2019 between Otter Tail Power Company and the Purchasers named therein. 10.6 Note Purchase Agreement date d as of June 10, 2021 be tween Otter Tail Power Company and the Purchasers named therein. 10.7 Fourth Amended and Restated Credit Agreement, dated as of September 30, 2021, by and between Otter Tail Corporation, as Borrower, and the banks named therein, with U.S. Bank National Association, as Administrative Agent. 10.8 Third Amended and Restated Credit Agreement, dated as of September 30, 2021, by and between Otter Tail Power Company, as Borrower, and the banks named therein, with U.S. Bank Nation Association, as Administration Agent. 10.9.0 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. 10.9.1 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. 10.9.2 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. 10.9.3 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. 10.9.4 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. 10.9.5 Supplemental Agreement No. 4 to Agreement for Sharing Ownership of Big Stone Plant (dated as of April 24, 2003). 10.9.6 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. 10.10 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.** 10.11.0 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. 10.11.1 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. 10.11.2 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. 10.11.3 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. 10.11.4 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. 10.11.5 Amendment, dated as of June 14, 2001, to Agreement for Sharing Ownership of Coyote Generating Unit No. 1. 10.11.6 Amendment, dated as of April 24, 2003, to Agreement for Sharing Ownership of Coyote Generating Unit No. 1. 10.12.0 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.** 10.12.1 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. 10.12.2 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. 10.13 Wind Energy Purchase Agreement dated May 9, 2013 between Otter Tail Power Company and Ashtabula Wind III, LLC.** 78 Table of Contents No. Description 10.14.0 Deferred Compensation Plan for Directors (2003 R estatement) .* 10.14.1 First Amendment of Deferred Compensation Plan for Directors (2003 Restatement), as A mended.* 10.14.2 Second Amendment of Deferred Compensation Plan for Directors (2003 Restatement), as A mended.* 10.15 Executive Survivor and Supplemental Retirement Plan (2020 Restatement).* 10.16 Nonqualified Retirement Plan (2011 Restatement).* 10.17 1999 Employee Stock Purchase Plan, As Amended (2016). 10.18 1999 Stock Incentive Plan, As Amended (2006).* 10.19 2014 Executive Annual Incentive Plan.* 10.20 Otter Tail Corporation 2014 Stock Incentive Plan.* 10.21 Summary of Non-Employee Director Compensation (2016).* 10.21 Form of 2015 Restricted Stock Unit Award Agreement (Executives).* 10.22 Form of 2015 Restricted Stock Unit Award Agreement (Legacy).* 10.23 Form of 2015 Restricted Stock Award Agreement for Directors.* 10.24 Otter Tail Corporation Executive Restoration Plus Plan, 2020 Restatement .* 10.25 Summary of Non-Employee Director Compensation (2018).* 10.26 Form of 2018 Performance Award Agreement (Executives).* 10.27 Form of 2018 Performance Award Agreement (Legacy).* 10.28 Form of 2018 Restricted Stock Award Agreement for Directors.* 10.29 Summary of Non-Employee Director Compensation (2019).* 10.30 Executive Employment Agreement, Kevin Moug , as Amended [effective January 1, 2013] .* 10.31 Change in Control Severance Agreement, Kevin G. Moug , dated July 1, 2009 .* 10.32 Change in Control Severance Agreement, Chuck MacFarlane , dated February 24, 2012 .* 10.33 Change in Control Severance Agreement, Timothy Rogelstad , dated April 14, 2014 .* 10.34 Change in Control Severance Agreement, Paul Knutson , dated December 17, 2012 .* 10.35 Change in Control Severance Agreement, John Abbott , dated April 1 3, 2015 .* 10.36 Change in Control Severance Agreement, Jennifer Smestad , dated January 1, 2018 .* 10.37 Otter Tail Corporation Executive Severance Plan (2015) .* 21 Subsidiaries of Registrant. 23 Consent of Deloitte & Touche LLP. 24 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. 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. 79 Table of Contents ITEM 16. FORM 10-K SUMMARY None. 80 Table of Contents 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 16, 2022 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 16, 2022 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 ) ) Michael E. LeBeau, Director ) 81