What changed in this filing

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Item 1A. Risk Factors

2023-02-15 compared with 2022-02-16 · 124 added, 104 removed, 225 unchanged (50% of the section changed)

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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.

Management also identifies and analyzes risk through the 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 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.

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

Management communicates regularly with our Board of Directors and key stakeholders regarding risk.

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 OTC.

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 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 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.

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

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

obtaining necessary permits, licenses and approvals in a timely manner;

obtaining necessary permits, licenses and timely approvals;

adverse changes in regulatory treatment or public policy;

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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.

Capital investments in our Electric segment require regulatory approval and are subject to the risks of not being granted timely or allowed to be fully recovered.

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

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

Physical risks of climate change, such as more frequent or more extreme weather events, changes in temperature and precipitation patterns, changes to ground and surface water availability and other phenomena, could affect some or all of our operations.

Physical risks of climate change, such as more frequent or more extreme weather events, changes in temperature and precipitation

patterns, changes to ground and surface water availability and other phenomena, could affect some or all of our operations.

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

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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 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 condition and operating results, and could have a significant negative impact on the Company’s consolidated financial condition and operating results.

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

In 2022, one customer accounted for 11% of Electric segment revenues, three customers combined to account for 50% of Manufacturing segment operating revenues and two customers combined to account for 46% of Plastics segment operating revenues.

Electric segment operating revenues also include sales to a customer that is a developer and operator of data centers which serve the high performance computing industry, with a concentration of customers involved in cryptocurrency mining and related activities.

Customer demand from their cryptocurrency mining customers can directly impact our customer's demand for electricity.

The cryptocurrency industry is highly volatile, and a significant decrease in cryptocurrency mining demand could have a negative impact on our customer's demand for electricity, and therefore negatively impact our operating revenues.

We are subject to counterparty credit risk.

We extend credit to our customers in the ordinary course of business in each of our operating segments.

Our customers' ability to pay depends on a variety of factors including macroeconomic conditions, local economic conditions, including unemployment rates, and industry conditions in which our commercial and industrial customers operate.

Our customers' ability to pay depends on a variety of factors including macroeconomic conditions, local economic conditions including unemployment rates, and industry conditions in which our customers operate.

Increased customer delinquencies and bad debts could adversely impact our operating results and liquidity.

Our operations are subject to environmental, health and safety laws and regulations.

We are subject to numerous federal, state, and local environmental, health and safety laws and regulations governing, among other things, discharges to air and water, natural resources, hazardous waste and toxic substances, the cleanup of contaminated sites, and health and safety matters.

Our failure to comply with applicable laws and regulations could result in civil or criminal fines or penalties, enforcement actions, and regulatory or judicial orders enjoining or curtailing operations or requiring corrective measures, which could materially and adversely affect our business.

Compliance with these laws and regulations is a significant factor in our business.

We have incurred and expect to continue to incur capital expenditures and operating costs to comply with applicable current and future laws and regulations.

Our businesses continue to be subject to additional and changing environmental, health and safety laws and regulations, and we could incur additional costs complying with requirements that are promulgated in the future.

Recently, various federal and state agencies have heightened their scrutiny of per- and polyfluoroalkyl substances (PFAS), which are manufactured chemicals used in a variety of consumer and industrial products.

In August 2022, the U.S.

EPA proposed to designate perfluorooctanesulfonic acid (PFOS) and perfluorooctanoic acid (PFOA), two of the most common PFAS chemicals, as hazardous substances, which could have wide-ranging impacts on companies across various industries, including ours.

We are investigating whether PFAS compounds are used in our manufacturing or operating processes that occur in our various businesses.

At this time, we cannot predict the outcome or the severity of the impact, if any, of future laws or regulations enacted to address PFAS.

A cyber incident, security breach or system failure could adversely affect our business and operating results.

The operation of our business is dependent on the secure function of our computer hardware and software systems.

The operation of our business is dependent on the secure functioning of our computer hardware and software systems.

Furthermore, all our businesses require us to collect and maintain sensitive customer data, as well as confidential employee and shareholder information, which is subject to electronic theft or loss.

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Information systems, both ours and those of third parties, are vulnerable to security breaches by computer hackers and cyber terrorists and the negligent or intentional breach of established controls and procedures or mismanagement of confidential information by employees.

We may also be impacted by attacks and data security breaches of financial institutions, merchants or third-party processors.

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.

We may also be impacted by attacks and data security breaches of financial institutions, merchants or third-party service providers.

While we employ a defense-in-depth strategy and 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.

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.

For example, we may be subject to liability under various federal, state and international data protection laws.

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.

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

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 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 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.

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

The inability to attract and retain a skilled and stable workforce at necessary staffing levels, whether due to decreases in hiring rates, increases in employee retirements, increases in terminations, or any combination thereof, may negatively affect our ability to service our customers, manufacture products or successfully manage our business and achieve our objectives.

In 2022, we faced labor challenges within our Manufacturing segment businesses including difficulty attracting and retaining employees.

In response, we offered increased compensation and hiring and retention incentives, which led to increased costs in our business.

Should these challenges persist or exacerbate, our financial results could be impacted.

If we are unable to maintain our desired staffing levels our ability to meet customer demand and achieve our growth targets could be negatively impacted.

FINANCIAL RISKS

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In addition, higher market interest rates on outstanding variable-rate, short-term indebtedness could also impact our operating results.

A decrease in our credit rating could increase our borrowing costs and result in additional contractual costs.

In 2022, rising market interest rates caused the applicable rate of interest on our short-term indebtedness to increase significantly.

However, the impact to our operating results was not significant due to our low level of outstanding borrowings on our short-term indebtedness.

Our operating results could be impacted if we significantly increase our short-term borrowings or issue new long-term debt, and interest rates remain elevated or continue to increase.

A decrease in our credit ratings could increase our borrowing costs and result in additional contractual costs.

We rely on our investment grade credit ratings to provide acceptable costs for accessing the capital markets.

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The financial obligations and related costs of our pension and other postretirement benefit plans are affected by numerous factors.

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.

Assumptions related to future costs, investment returns, actuarial estimates and interest rates have a significant effect on our funding obligations and the cost recognized related to 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 operating results, financial condition and liquidity may be adversely impacted.

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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.

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

Otter Tail Corporation 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.

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

Tax law changes that reduce or eliminate production or investment tax credits may impact the economics of constructing certain electric generation resources, which may adversely impact our planned investments.

Tax law changes that reduce or eliminate production or investment tax credits may impact the economics of constructing certain electric generation resources, which may impact our planned investments and could adversely affect our financial condition and operating results.

A significant impairment of our goodwill would negatively impact our financial position and operating results.

As of December 31, 2021, we had $37.6 million of goodwill recorded on our consolidated balance sheet.

We have recorded goodwill for businesses in our Manufacturing and Plastics segments.

As of December 31, 2022, we had $37.6 million of goodwill recorded on our consolidated balance sheet related to businesses within our Manufacturing and Plastics segments.

Goodwill is tested for impairment annually or whenever events or changes in circumstances indicate impairment may have occurred.

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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.

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

Other risks include increased transmission or interconnection costs, generation curtailment and changes in the manner in which wholesale power is purchased and sold.

Other risks include increased transmission or interconnection costs, generation curtailment and changes in the

manner in which wholesale power is purchased and sold.

A decrease in revenues or an increase in expenses related to our electric operations could negatively impact our financial condition, operating results and liquidity.

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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.

Our financial condition, operating results and liquidity are significantly impacted by, and dependent upon, our ability to recover the costs associated with providing utility service and earn 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 addition, changes in the federal or state regulatory framework could impair our ability to recover utility costs historically collected from our customers.

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

Rising fuel costs in 2022 have increased 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.

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

There can be no assurance that each state utility commission or the FERC will authorize a rate of return which allows us to achieve our financial goals.

An adverse decision by one or more regulatory authorities concerning the level or method of determining electric utility rates;

the authorized returns on equity;

the authority to self-fund transmission upgrades;

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

There can be no assurance that we would be authorized by any 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 obtain 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 or sold 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.

If we proceed with the withdrawal under the updated IRP which we expect to file in March 2023, 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 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.

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

We are subject to federal, state and local environmental laws and regulations relating to air quality, water quality, waste management, natural resources and health safety.

These laws and regulations regulate the modification and operation of existing facilities, the construction and operation of new facilities and the proper storage, handling, cleanup and disposal of hazardous waste and toxic substances.

Compliance with these legal requirements requires us to commit significant resources and funds toward environmental monitoring, installation and operation of pollution control equipment, payment of emission fees and securing environmental permits.

Compliance with these legal requirements may require us to commit significant resources and funds toward environmental monitoring, installation and operation of pollution control equipment, payment of emission fees and securing environmental permits.

Obtaining environmental permits can entail significant expense and cause substantial construction delays.

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.

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

We cannot predict with certainty the impact the SIP may have on our business until the plan has been approved or otherwise acted on by the EPA, including its potential implementation of an alternative federal implementation plan.

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.

Alternatively, investments in emission control equipment may prove to be uneconomic and result in the 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.

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.

The multiple jurisdictions that govern our electric utility business may not agree as to the appropriate resource mix, which may lead to costs incurred 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 financial condition, operating results and liquidity, making the operation of some of our facilities no longer economically viable.

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.

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 rate-making 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.

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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 liquidity if the costs are not recoverable in rates or covered by insurance.

In recent years, there has been an increase in litigation against electric utilities and fossil fuel producers.

If OTP were subjected to such litigation, the 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 financial condition, 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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Our transmission systems and electric generation facilities are subject to the NERC mandatory reliability standards, including cybersecurity standards.

If a serious reliability incident did occur, it could have a material effect on our operations or financial results.

If a serious reliability incident were to occur, it could have a material effect on our operations or financial results.

Some states have the authority to impose substantial penalties in the event of non-compliance.

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however, we are unable to predict the impact on our operating results from the future regulatory activities of any of these agencies and other organizations.

Changes in regulations or the imposition of additional regulations could have a material adverse impact on our results of operations.

Changes in regulations or the imposition of additional regulations could have a material adverse impact on our financial condition, operating results and liquidity.

Our transmission and generation facilities could be vulnerable to cyber and physical attack.

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OTP is subject to mandatory cybersecurity and physical security regulatory requirements.

OTP implements the NERC standards for operating its transmission and generation assets and stays abreast of best practices within business and the utility industry to protect its computers and computer-controlled systems from outside attack.

OTP implements the NERC standards for operating its transmission and generation assets and remains abreast of best practices within the business and the utility industry to protect its computers and computer-controlled systems from outside attack.

We rely on industry-accepted security measures and technology to securely maintain confidential and proprietary information necessary for the operation of our systems.

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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.

Our generating facilities are subject to operational risks that could result in unscheduled plant outages and increased costs.

The operation of electric generating facilities involves many risks, including facility shutdowns due to equipment or process failures;

Our generating facilities and transmission assets are subject to operational risks that could result in unscheduled outages and increased costs.

The operation of electric generating facilities and transmission assets involves many risks including facility shutdowns due to equipment or process failures;

aging equipment and sourcing replacement parts;

labor disputes;

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the dependence on a specific fuel source;

increased costs or delayed receipt of materials due to supply chain disruptions;

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 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 or other assets.

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.

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.

Our ability to make determinations on our IRP 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.

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If we are faced with shortages in market supply, we may be unable to fulfill our contractual obligations to our retail, wholesale and other customers at previously anticipated costs.

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 could negatively affect our financial performance.

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

Any significantly higher than expected energy or fuel costs could negatively affect our financial condition, operating results and liquidity.

MANUFACTURING SEGMENT RISKS

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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.

The price and availability of the raw materials used in our manufacturing processes 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.

If we are unable to pass cost increases through to our customers or are unable to procure adequate or timely raw material inputs for use in our manufacturing processes, our financial condition, operating results and liquidity 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.

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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.

If we are unable to compete in these and potentially other areas, our business and financial condition, operating results and liquidity 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 and horticultural.

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

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.

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• 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;

• economic conditions in the markets in which our customers operate;

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

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

• economic conditions in the markets in which our customers operate, the United States, in particular, including recessionary periods such as a global economic downturn;

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

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

We expect future sales will continue to depend on the success of our customers.

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

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

Our business may be adversely affected if we are not able to maintain our 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 workforce, including qualified engineering and trade-skilled personnel;

• maintain technological leadership in our industry;

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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 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 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 become more strict, we could incur additional costs complying with requirements that are promulgated in the future.

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, ineffective training of new staff or technical difficulties with machinery.

Failure to anticipate and adapt to customers’ changing technological needs and requirements and to maintain manufacturing, engineering and technological expertise may have material adverse effects on our financial condition, operating results and liquidity.

PLASTICS SEGMENT RISKS

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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.

Historically, when resin prices were rising or stable, margins and sales volumes were higher and when resin prices were falling, sales volumes and margins were 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.

Periodic shortages of PVC resin coupled with robust domestic and global demand for PVC resin led to significantly increased resin pricing throughout 2021 and the first half of 2022, which resulted in higher input costs in our Plastics segment during these years.

Resin prices started to decline in the last half of 2022 and we anticipate resin prices will moderate in 2023 as these market conditions normalize.

Our operating results could be impacted by the timing and degree to which resin prices stabilize.

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

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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.

Although PVC resin is the most significant raw material input in our PVC pipe manufacturing process, we also use certain other materials, such as stabilizers, gaskets, lumber, banding 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.

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Due to shipping costs, competition is usually regional instead of national in scope and the principal areas of competition are a combination of price, service, warranty and product performance.

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.

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.

External factors beyond our control can cause volatility in raw material prices, demand for our products, prices of our product and volumes and deterioration in operating margins.

External factors beyond our control can cause volatility in raw material costs, demand for our products, sales prices, and deterioration in operating margins.

These factors can magnify the impact of economic cycles on our business and results of operations.

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• governmental regulation in the United States;

• funding shortages for municipal water and wastewater projects can also adversely impact demand for our products;

• funding shortages for municipal water and wastewater projects;

• pandemics and other public health threats.

Our financial results in 2021 and 2022 were impacted by unique market conditions within the PVC pipe industry, including a significant increase in the price of PVC resin, and periodic shortages of certain additives and ingredients used in the manufacturing of PVC pipe which limited the manufacturing of PVC pipe.

Strong demand for PVC pipe along with limited manufacturing output led to low inventories across the industry.

The combination of these factors resulted in extraordinary growth in earnings and cash flows from our Plastic segment in these years.

As these industry conditions begin to normalize in 2023 and beyond, we anticipate our operating results and cash flows will moderate, returning to more stable levels.

Our operating results and cash flows could be impacted by the timing under which conditions normalize and the level of stabilized resin and PVC pipe prices.

GENERAL RISK FACTORS

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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.

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.

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

We expect much of our growth in the next few years will come from major capital investment at existing companies.

We expect much of our growth in the next few years will come from major capital investments at existing companies.

To achieve the organic growth we expect, we must have access to the capital markets, be successful with capital expansion programs related to organic growth, develop new products and services, expand our markets and increase efficiencies in our businesses.

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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.

The economic effects of the coronavirus (COVID-19) pandemic and any other epidemic or pandemic, and measures taken to reduce and slow the spread of the disease could adversely impact our business.

The outbreak and global spread of COVID-19 has had widespread impacts on society, economies, financial markets and businesses everywhere since early 2020.

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

In 2022, 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, if at all, remains uncertain.

A future widespread outbreak of an infectious disease, which affects a large percentage of the population regionally, nationally, or globally could impact our business operations, including our employees, customers, construction contractors, suppliers and vendors, and could impact our operating results, financial condition and liquidity.

UNRESOLVED STAFF COMMENTS

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What changed 10-K

Item 1A. Risk Factors