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Item 9A. Controls and Procedures

2025-02-19 compared with 2024-02-14 · 22 added, 42 removed, 297 unchanged (18% of the section changed)

9 unchanged sentences

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.

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, 2024.

7 unchanged sentences

Not applicable.

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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 2024 Annual Meeting.

The information required by this Item is incorporated by reference to the information under “Election of Directors,” "Corporate Governance - Director Nomination Process," "Committees of the Board of Directors - Audit Committee," and "Executive Compensation Policies - Insider Trading Policy" in the Company's definitive Proxy Statement for the 2025 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 2024 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 2024 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.

2 unchanged sentences

Information on the Company’s website is not deemed to be incorporated by reference into this report on Form 10-K.

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,” "Director Independence Determinations" and “Committees of the Board of Directors” in the Company’s definitive Proxy Statement for the 2025 Annual Meeting.

EXECUTIVE COMPENSATION

23 unchanged sentences

(3) Shares to be issued based on employee’s election to participate in the plan.

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 2024 Annual Meeting.

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 2025 Annual Meeting.

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

10 unchanged sentences

Schedule II - Valuation and Qualifying Accounts and Reserves

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SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

6 unchanged sentences

Interest Receivable from Subsidiaries 117 117

Notes Receivable from Subsidiaries 4,706 —

Other 3,538 977

15 unchanged sentences

Long-Term Debt 79,900 79,849

79,849 79,798

Common Stockholders' Equity 1,668,499 1,443,006

2 unchanged sentences

See accompanying notes to condensed financial statements.

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OTTER TAIL CORPORATION (PARENT COMPANY)

8 unchanged sentences

Interest Expense 3,599 3,813 4,066

3,813 4,066 4,727

Interest Expense from Subsidiaries 5 6 5

5 unchanged sentences

See accompanying notes to condensed financial statements.

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OTTER TAIL CORPORATION (PARENT COMPANY)

6 unchanged sentences

Investment in Subsidiaries ( 55,000 ) ( 40,000 ) ( 50,000 )

Debt Repaid by Subsidiaries — — 169

Purchases of Investments and Other Assets

( 53,085 ) ( 1,754 ) ( 3,175 )

Other, net 1,394 1,686 1,480

3 unchanged sentences

Borrowings from Subsidiaries 179,247 148,308 236,926

Proceeds from Issuance of Common Stock — — 696

Payments for Shares Withheld for Employee Tax Obligations ( 6,457 ) ( 3,088 ) ( 2,942 )

Payments for Retirement of Long-Term Debt — — ( 169 )

Dividends Paid ( 78,265 ) ( 73,061 ) ( 68,755 )

Other, net ( 729 ) ( 339 ) ( 461 )

Net Cash Provided by (Used in) Financing Activities 71,820 142,131 ( 59,977 )

Net Cash Provided by Financing Activities

93,796 71,820 142,131

Net Change in Cash and Cash Equivalents 63,438 108,891 119,243

2 unchanged sentences

See accompanying notes to condensed financial statements.

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OTTER TAIL CORPORATION (PARENT COMPANY)

7 unchanged sentences

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.

Under this method, the assets and liabilities of the subsidiaries are not consolidated.

The investments in net assets of the subsidiaries are recorded in the balance sheets.

4 unchanged sentences

Receivable Interest

Receivable Current

Receivable Long-Term

29 unchanged sentences

See OTC’s notes to consolidated financial statements in Part II, Item 8 for other disclosures.

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SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

7 unchanged sentences

2022 1,836 909 ( 1,097 ) 1,648

Deferred Tax Asset Valuation Allowance

2023 $ — $ — $ — $ —

2021 800 — ( 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.

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(1) Amounts reflect deductions to the allowance for amounts written-off, net of recoveries.

The following Exhibits are filed as part of, or incorporated by reference into, this report.

11 unchanged sentences

10.6 Note Purchase Agreement dated as of June 10, 2021 between Otter Tail Power Company and the Purchasers named therein

10.7 Fifth Amended and Restated Credit Agreement, dated as of October 31, 2022, by and between Otter Tail Corporation, as Borrower, and the banks named therein, with U.S.

N ote Purchase Agreement dated as of March 28, 2024 between Otter Tail Power Company and the P urchases named therein

Sixth Amended and Restated Credit Agreement, dated as of D ecember 11, 2024 , by and between Otter Tail Corporation, as Borrower, and the banks named therein, with U.S.

Bank National Association, as Administrative Agent

10.8 Fourth Amended and Restated Credit Agreement, dated as of October 31, 2022, by and between Otter Tail Power Company, as Borrower, and the banks named therein, with U.S.

Fifth Amended and Restated Credit Agreement, dated as of D ecember 11, 2024 , by and between Otter Tail Power Company, as Borrower, and the banks named therein, with U.S.

Bank Nation Association, as Administration Agent

41 unchanged sentences

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.

Deferred Compensation Plan for Directors (2003 Restatement).*

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First Amendment of Deferred Compensation Plan for Directors (2003 Restatement), as A mended.*

Second Amendment of Deferred Compensation Plan for Directors (2003 Restatement), as A mended.*

Executive Survivor and Supplemental Retirement Plan (2020 Restatement) *

Nonqualified Retirement Plan (2021 Restatement)*

Otter Tail Corporation Executive Restoration Plus Plan, 2020 Restatement *

1999 Employee Stock Purchase Plan, As Amended (2016)

2014 Stock Incentive Plan *

2023 Stock Incentive Plan *

202 5 Executive Annual Incentive Plan *

Otter Tail Corporation Executive Restoration Plus Plan, 2020 Restatement.*

Form of Executive Performance Share Award Agreement (Executives)*

Form of Restricted Stock Unit Award Agreement (Executives)*

Form of Restricted Stock Award Agreement ( Directors )*

Summary of Non-Employee Director Compensation (202 4 ) *

7 unchanged sentences

Otter Tail Corporation Executive Severance Plan (2024)*

F orm of 2023 Rest ricted Stock Award Agreements for Directors

2 023 Stock Incentive Plan

For m of 2023 Executive Performance Share Award Agreement (Executives)

F orm of 2023 Res tricted Stock U nit Award Agreement (Executives)

Consulting Agreement, Kevin G.

Moug, dated January 8, 2024 *

19 Insider Trading and Pre-Clearance Policy

21 Subsidiaries of Registrant

16 unchanged sentences

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.

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FORM 10-K SUMMARY

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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.

13 unchanged sentences

February 19, 2025

Bohn, Director )

Crain, Director )

6 unchanged sentences

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 9A. Controls and Procedures