UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, ~~2021~~2022 or

☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 0-53713

OTTER TAIL CORPORATION

(Exact name of registrant as specified in its charter)


Minnesota (State or other jurisdiction of incorporation or organization)			27-0383995 (I.R.S. Employer Identification No.)

215 South Cascade Street, Box 496, Fergus Falls, Minnesota (Address of principal executive offices)			56538-0496 (Zip Code)

Registrant's telephone number, including area code: 866-410-8780

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, par value $5.00 per share	OTTR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ☑

Accelerated Filer ☐

Non-Accelerated Filer ☐

Smaller Reporting Company ☐

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date:

~~41,538,084~~41,630,655 Common Shares ($5 par value) as of April ~~30, 2021.~~27, 2022.

Table of Contents


TABLE OF CONTENTS

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DEFINITIONS

The following abbreviations or acronyms are used in the text.

AFUDC

Allowance for Funds Used During Construction

~~MPUC~~MISO

~~Minnesota Public Utilities Commission~~Midcontinent Independent System Operator, Inc.

ARP

Alternative Revenue Program

~~NDPSC~~MPUC

~~North Dakota~~Minnesota Public ~~Service~~Utilities Commission

BTD

BTD Manufacturing, Inc.

~~Northern Pipe~~OTC

~~Northern Pipe Products, Inc.~~Otter Tail Corporation

CIP

Conservation Improvement Program

~~OTC~~

~~Otter Tail Corporation~~

~~ECR~~

~~Environmental Cost Recovery~~

OTP

Otter Tail Power Company

~~ECR~~

~~Environmental Cost Recovery Rider~~

~~PACE~~

~~Partnership in Assisting Community Expansion~~

~~EEP~~

~~Energy Efficiency Plan~~

~~PIR~~

~~Phase-In Rider~~

EPA

Environmental Protection Agency

PTCs

Production tax credits

ESSRP

Executive Survivor and Supplemental Retirement Plan

PVC

Polyvinyl chloride

~~FCA~~FERC

~~Fuel Clause Adjustment~~Federal Energy Regulatory Commission

RHR

Regional Haze Rule

~~FERC~~GCR

~~Federal Energy Regulatory Commission~~Generation Cost Recovery Rider

ROE

Return on equity

~~GCR~~ISO

~~Generation Cost Recovery~~Independent System Operator

RRR

Renewable Resource Rider

~~ISO~~IRP

~~Independent System Operator~~

~~SDPUC~~

~~South Dakota Public Utilities Commission~~

~~kiloWatt~~Integrated Resource Plan

SEC

Securities and Exchange Commission

kwh

kilowatt-hour

T.O. Plastics

T.O. Plastics, Inc.

Merricourt

Merricourt Wind Energy Center

TCR

Transmission Cost Recovery

~~MISO~~

~~Midcontinent Independent System Operator, Inc.~~

~~Vinyltech~~

~~Vinyltech Corporation~~ Rider


FORWARD-LOOKING INFORMATION

This ~~report~~Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the Act). When used in this Form 10-Q and in future filings by the Company with the ~~SEC,~~Securities and Exchange Commission (SEC), in the Company’s press releases and in oral statements, words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” "future," "goal," “intend,” "likely," “may,” “outlook,” “plan,” “possible,” “potential,” "probable," "projected," “should,” "target," “will,” “would” or similar expressions are intended to identify forward-looking statements within the meaning of the Act. Such statements are based on current expectations and assumptions and entail various risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements. The Company’s risks and uncertainties include, among other things, uncertainty of the impact and duration of the COVID-19 pandemic, uncertainty of future investments and capital expenditures, rate base levels and rate base growth, long-term investment risk, seasonal weather patterns and extreme weather events, counterparty credit risk, future business volumes with key customers, reductions in our credit ratings, our ability to access capital markets on favorable terms, assumptions and costs relating to funding our employee benefit plans, our subsidiaries’ ability to make dividend payments, cyber security threats or data breaches, the impact of government legislation and regulation including foreign trade policy and environmental laws and regulations, the impact of climate change including compliance with legislative and regulatory changes to address climate change, operational and economic risks associated with our electric generating and manufacturing facilities, risks associated with energy markets, the availability and pricing of resource materials, attracting and maintaining a qualified and stable workforce, expectations regarding regulatory proceedings, and changing macroeconomic and industry conditions. These and other risks and uncertainties are more fully described in our filings with the ~~Securities and Exchange Commission,~~SEC, including our most recently filed Annual Report on Form 10-K. Forward-looking statements speak only as of the date they are made, and we expressly disclaim any obligation to update any forward-looking information.

PART I. FINANCIAL INFORMATION


ITEM 1.			FINANCIAL STATEMENTS

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OTTER TAIL CORPORATION

CONSOLIDATED BALANCE SHEETS (unaudited)


(in thousands, except share data)	(in thousands, except share data)	March 31, 2021		December 31, 2020		(in thousands, except share data)	March 31, 2022		December 31, 2021

Assets	Assets					Assets
Current Assets	Current Assets					Current Assets
Cash and Cash Equivalents	Cash and Cash Equivalents	$	1,212	$	1,163	Cash and Cash Equivalents	$	1,371	$	1,537
Receivables, net of allowance for credit losses	Receivables, net of allowance for credit losses	134,390		113,959		Receivables, net of allowance for credit losses	218,896		174,953
Inventories	Inventories	92,426		92,165		Inventories	145,857		148,490
Regulatory Assets	Regulatory Assets	21,419		21,900		Regulatory Assets	21,770		27,342
Other Current Assets	Other Current Assets	9,516		5,645		Other Current Assets	14,497		17,032
Total Current Assets	Total Current Assets	258,963		234,832		Total Current Assets	402,391		369,354
Noncurrent Assets	Noncurrent Assets					Noncurrent Assets
Investments	Investments	54,446		51,856		Investments	57,893		56,690
Property, Plant and Equipment, net of accumulated depreciation	Property, Plant and Equipment, net of accumulated depreciation	2,060,792		2,049,273		Property, Plant and Equipment, net of accumulated depreciation	2,128,344		2,124,605
Regulatory Assets	Regulatory Assets	167,556		168,395		Regulatory Assets	124,413		125,508
Intangible Assets, net of accumulated amortization	Intangible Assets, net of accumulated amortization	9,869		10,144		Intangible Assets, net of accumulated amortization	8,768		9,044
Goodwill	Goodwill	37,572		37,572		Goodwill	37,572		37,572
Other Noncurrent Assets	Other Noncurrent Assets	29,342		26,282		Other Noncurrent Assets	32,360		32,057
Total Noncurrent Assets	Total Noncurrent Assets	2,359,577		2,343,522		Total Noncurrent Assets	2,389,350		2,385,476
Total Assets	Total Assets	$	2,618,540	$	2,578,354	Total Assets	$	2,791,741	$	2,754,830

Liabilities and Shareholders' Equity	Liabilities and Shareholders' Equity					Liabilities and Shareholders' Equity
Current Liabilities	Current Liabilities					Current Liabilities
Short-Term Debt	Short-Term Debt	$	134,851	$	80,997	Short-Term Debt	$	97,770	$	91,163
Current Maturities of Long-Term Debt	Current Maturities of Long-Term Debt	139,941		140,087		Current Maturities of Long-Term Debt	29,990		29,983
Accounts Payable	Accounts Payable	113,073		130,805		Accounts Payable	119,022		135,089
Accrued Salaries and Wages	Accrued Salaries and Wages	17,635		26,908		Accrued Salaries and Wages	19,846		31,704
Accrued Taxes	Accrued Taxes	19,437		18,831		Accrued Taxes	21,879		19,245
Regulatory Liabilities	Regulatory Liabilities	12,517		16,663		Regulatory Liabilities	27,211		24,844
Other Current Liabilities	Other Current Liabilities	21,975		22,495		Other Current Liabilities	57,437		55,671
Total Current Liabilities	Total Current Liabilities	459,429		436,786		Total Current Liabilities	373,155		387,699
Noncurrent Liabilities and Deferred Credits
Pensions Benefit Liability		103,193		114,055
Noncurrent Liabilities						Noncurrent Liabilities
Pension Benefit Liability						Pension Benefit Liability	53,153		73,973
Other Postretirement Benefits Liability	Other Postretirement Benefits Liability	67,255		67,359		Other Postretirement Benefits Liability	66,383		66,481
Regulatory Liabilities	Regulatory Liabilities	234,986		233,973		Regulatory Liabilities	233,989		234,430
Deferred Income Taxes	Deferred Income Taxes	160,529		153,376		Deferred Income Taxes	203,877		188,268
Deferred Tax Credits	Deferred Tax Credits	17,219		17,405		Deferred Tax Credits	16,475		16,661
Other Noncurrent Liabilities	Other Noncurrent Liabilities	63,577		60,002		Other Noncurrent Liabilities	63,497		62,527
Total Noncurrent Liabilities and Deferred Credits		646,759		646,170
Commitments and Contingencies (Note 9)		0		0
Total Noncurrent Liabilities						Total Noncurrent Liabilities	637,374		642,340
Commitments and Contingencies (Note 9)						Commitments and Contingencies (Note 9)	0		0
Capitalization	Capitalization					Capitalization
Long-Term Debt, net of current maturities	Long-Term Debt, net of current maturities	624,485		624,432		Long-Term Debt, net of current maturities	734,074		734,014
Shareholders' Equity	Shareholders' Equity					Shareholders' Equity
Common Shares: 50,000,000 share authorized of $5 par value; 41,510,455 and 41,469,879 outstanding at March 31, 2021 and December 31, 2020		207,552		207,349
Common Shares: 50,000,000 shares authorized, $5 par value; 41,605,884 and 41,551,524 outstanding at March 31, 2022 and December 31, 2021						Common Shares: 50,000,000 shares authorized, $5 par value; 41,605,884 and 41,551,524 outstanding at March 31, 2022 and December 31, 2021	208,029		207,758
Additional Paid-In Capital	Additional Paid-In Capital	416,708		414,246		Additional Paid-In Capital	421,449		419,760
Retained Earnings	Retained Earnings	271,999		257,878		Retained Earnings	424,605		369,783
Accumulated Other Comprehensive Loss	Accumulated Other Comprehensive Loss	(8,392)		(8,507)		Accumulated Other Comprehensive Loss	(6,945)		(6,524)
Total Shareholders' Equity	Total Shareholders' Equity	887,867		870,966		Total Shareholders' Equity	1,047,138		990,777
Total Capitalization	Total Capitalization	1,512,352		1,495,398		Total Capitalization	1,781,212		1,724,791
Total Liabilities and Shareholders' Equity	Total Liabilities and Shareholders' Equity	$	2,618,540	$	2,578,354	Total Liabilities and Shareholders' Equity	$	2,791,741	$	2,754,830

See accompanying notes to consolidated financial statements.

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OTTER TAIL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME (unaudited)


		Three Months Ended March 31,				Three Months Ended March 31,
(in thousands, except per-share amounts)	(in thousands, except per-share amounts)	2021		2020			(in thousands, except per-share amounts)	2022		2021

Operating Revenues	Operating Revenues						Operating Revenues
Electric	Electric	$	123,699	$	119,870		Electric	$	130,416	$	123,699
Product Sales	Product Sales	138,011		114,877			Product Sales	244,488		138,011
Total Operating Revenues	Total Operating Revenues	261,710		234,747			Total Operating Revenues	374,904		261,710
Operating Expenses	Operating Expenses						Operating Expenses
Electric Production Fuel	Electric Production Fuel	14,714		13,735			Electric Production Fuel	14,853		14,714
Electric Purchased Power	Electric Purchased Power	19,260		18,830			Electric Purchased Power	20,529		19,260
Electric Operating and Maintenance Expenses	Electric Operating and Maintenance Expenses	41,421		40,615			Electric Operating and Maintenance Expenses	44,278		41,421
Cost of Products Sold (excluding depreciation)	Cost of Products Sold (excluding depreciation)	101,977		85,879			Cost of Products Sold (excluding depreciation)	151,759		101,977
Other Nonelectric Expenses	Other Nonelectric Expenses	13,693		11,900			Other Nonelectric Expenses	17,206		13,693
Depreciation and Amortization	Depreciation and Amortization	22,126		20,399			Depreciation and Amortization	23,548		22,126
Electric Property Taxes	Electric Property Taxes	4,320		4,100			Electric Property Taxes	4,432		4,320
Total Operating Expenses	Total Operating Expenses	217,511		195,458			Total Operating Expenses	276,605		217,511
Operating Income	Operating Income	44,199		39,289			Operating Income	98,299		44,199
Other Income and Expense	Other Income and Expense						Other Income and Expense
Interest Charges	Interest Charges	9,398		8,123			Interest Charges	8,948		9,398
Nonservice Cost Components of Postretirement Benefits	Nonservice Cost Components of Postretirement Benefits	383		871			Nonservice Cost Components of Postretirement Benefits	(22)		383
Other Income (Expense)		1,160		(389)
Other Income (Expense), net							Other Income (Expense), net	260		1,160
Income Before Income Taxes	Income Before Income Taxes	35,578		29,906			Income Before Income Taxes	89,633		35,578
Income Tax Expense	Income Tax Expense	5,249		5,638			Income Tax Expense	17,630		5,249
Net Income	Net Income	$	30,329	$	24,268		Net Income	$	72,003	$	30,329

Weighted-Average Common Shares Outstanding:	Weighted-Average Common Shares Outstanding:						Weighted-Average Common Shares Outstanding:
Basic	Basic	41,455		40,217			Basic	41,548		41,455
Diluted	Diluted	41,700		40,444			Diluted	41,871		41,700
Earnings Per Share:	Earnings Per Share:						Earnings Per Share:
Basic	Basic	$	0.73	$	0.60		Basic	$	1.73	$	0.73
Diluted	Diluted	$	0.73	$	0.60		Diluted	$	1.72	$	0.73

See accompanying notes to consolidated financial statements.

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OTTER TAIL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)
Three Months Ended March 31,
(in thousands) 2021 2020
Net Income $ 30,329 $ 24,268
Other Comprehensive Income (Loss):
Unrealized Gain (Loss) on Available-for-Sale Securities:
Reversal of Previously Recognized Losses (Gains) Realized on Sale of Investments and Included in Other Income (Expense) During Period (5) 2
Unrealized Gains (Losses) Arising During Period (40) 126
Income Tax (Expense) Benefit 10 (27)
Available-for-Sale Securities, net of tax (35) 101
Pension and Postretirement Benefit Plans:
Amortization of Unrecognized Postretirement Benefit Losses and Costs 203 138
Income Tax Expense (53) (36)
Pension and Postretirement Benefit Plan, net of tax 150 102
Total Other Comprehensive Income
115 203
Total Comprehensive Income $ 30,444 $ 24,471


	Three Months Ended March 31,
(in thousands)	2022		2021

Net Income	$	72,003	$	30,329
Other Comprehensive (Loss) Income:
Unrealized (Loss) on Available-for-Sale Securities, net of tax benefit of $61 and $10	(231)		(35)
Pension and Other Postretirement Benefits, net of tax benefit (expense) of $67 and $(53)	(190)		150
Total Other Comprehensive (Loss) Income	$	(421)	$	115
Total Comprehensive Income	$	71,582	$	30,444

See accompanying notes to consolidated financial statements.

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OTTER TAIL CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (unaudited)
(in thousands, except common shares outstanding) Common
Shares
Outstanding Par Value,
Common
Shares Additional Paid-In Capital Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)1
Total Shareholders' Equity
Balance, December 31, 2020 41,469,879 $ 207,349 $ 414,246 $ 257,878 $ (8,507) $ 870,966
Common Stock Issuances, Net of Expenses 76,277 382 (407) (25)
Common Stock Retirements and Forfeitures (35,701) (179) (1,328) (1,507)
Net Income 30,329 30,329
Other Comprehensive Income 115 115
Stock Compensation Expense 4,197 4,197
Common Dividends ($0.39 per share) (16,208) (16,208)
Balance, March 31, 2021 41,510,455 $ 207,552 $ 416,708 $ 271,999 $ (8,392) $ 887,867
Balance, December 31, 2019 40,157,591 $ 200,788 $ 364,790 $ 222,341 $ (6,437) $ 781,482
Common Stock Issuances, Net of Expenses 257,074 1,285 6,990 8,275
Common Stock Retirements and Forfeitures (38,217) (191) (1,881) (2,072)
Net Income 24,268 24,268
Other Comprehensive Income 203 203
Stock Compensation Expense 2,770 2,770
Common Dividends ($0.37 per share) (14,907) (14,907)
Balance, March 31, 2020 40,376,448 $ 201,882 $ 372,669 $ 231,702 $ (6,234) $ 800,019

1Accumulated Other Comprehensive Income (Loss) as of March 31, 2021 and December 31, 2020 is comprised of the following:
(in thousands) March 31,
2021 December 31,
2020
Unrealized Gain (Loss) on Available-for-Sale Debt Securities:
Before Tax $ 220 $ 265
Tax Effect (46) (56)
Unrealized Gain (Loss) on Available-for-Sale Debt, net of tax 174 209
Unamortized Actuarial Losses and Prior Service Costs Related to Pension and Postretirement Benefits:
Before Tax (11,590) (11,793)
Tax Effect 3,024 3,077
Unamortized Actuarial Losses and Prior Service Costs Related to Pension and Postretirement Benefits, net of tax (8,566) (8,716)
Accumulated Other Comprehensive Loss:
Before Tax (11,370) (11,528)
Tax Effect 2,978 3,021
Net Accumulated Other Comprehensive Loss $ (8,392) $ (8,507)


(in thousands, except common shares outstanding)	Common Shares Outstanding	Par Value, Common Shares		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Shareholders' Equity

Balance, December 31, 2021	41,551,524	$	207,758	$	419,760	$	369,783	$	(6,524)	$	990,777

Stock Issued Under Share-Based Compensation Plans, net of shares withheld for employee taxes	54,360	271		(3,215)		—		—		(2,944)

Net Income	—	—		—		72,003		—		72,003
Other Comprehensive Loss	—	—		—		—		(421)		(421)
Stock Compensation Expense	—	—		4,904		—		—		4,904
Common Dividends ($0.4125 per share)	—	—		—		(17,181)		—		(17,181)
Balance, March 31, 2022	41,605,884	$	208,029	$	421,449	$	424,605	$	(6,945)	$	1,047,138

Balance, December 31, 2020	41,469,879	$	207,349	$	414,246	$	257,878	$	(8,507)	$	870,966

Stock Issued Under Share-Based Compensation Plans, net of shares withheld for employee taxes	40,576	203		(1,710)		—		—		(1,507)
Stock Issued Under Dividend Reinvestment and Stock Purchase Plans, net of expenses and repurchased shares	—	—		(25)		—		—		(25)
Net Income	—	—		—		30,329		—		30,329
Other Comprehensive Income	—	—		—		—		115		115
Stock Compensation Expense	—	—		4,197		—		—		4,197
Common Dividends ($0.39 per share)	—	—		—		(16,208)		—		(16,208)
Balance, March 31, 2021	41,510,455	$	207,552	$	416,708	$	271,999	$	(8,392)	$	887,867

See accompanying notes to consolidated financial statements.

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OTTER TAIL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)


		Three Months Ended March 31,					Three Months Ended March 31,
(in thousands)	(in thousands)	2021		2020		(in thousands)	2022		2021

Operating Activities	Operating Activities					Operating Activities
Net Income	Net Income	$	30,329	$	24,268	Net Income	$	72,003	$	30,329
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:	Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:					Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation and Amortization	Depreciation and Amortization	22,126		20,399		Depreciation and Amortization	23,548		22,126
Deferred Tax Credits	Deferred Tax Credits	(186)		(329)		Deferred Tax Credits	(186)		(186)
Deferred Income Taxes	Deferred Income Taxes	5,697		5,812		Deferred Income Taxes	14,342		5,697
Change in Deferred Debits and Other Assets		543		5,087
Discretionary Contribution to Pension Plan	Discretionary Contribution to Pension Plan	(10,000)		(11,200)		Discretionary Contribution to Pension Plan	(20,000)		(10,000)
Change in Noncurrent Liabilities and Deferred Credits		(1,804)		860
Allowance for Equity/Other Funds Used During Construction		(45)		(791)
Allowance for Equity Funds Used During Construction						Allowance for Equity Funds Used During Construction	(260)		(45)
Stock Compensation Expense	Stock Compensation Expense	4,197		2,770		Stock Compensation Expense	4,904		4,197
Other—Net		(1,569)		46
Cash (Used for) Provided by Current Assets and Current Liabilities:
Change in Receivables		(20,431)		(16,666)
Change in Inventories		(261)		(301)
Change in Other Current Assets		(3,871)		(447)
Change in Payables and Other Current Liabilities		(6,930)		(7,690)
Change in Interest Payable and Income Taxes Receivable/Payable		(2,525)		(41)
Other, Net						Other, Net	866		(1,407)
Changes in Operating Assets and Liabilities:						Changes in Operating Assets and Liabilities:
Receivables						Receivables	(43,943)		(20,431)
Inventories						Inventories	3,403		(261)
Regulatory Assets						Regulatory Assets	4,468		703
Other Assets						Other Assets	3,729		(6,421)
Accounts Payable						Accounts Payable	(12,533)		2,245
Accrued and Other Liabilities						Accrued and Other Liabilities	(7,859)		(8,890)
Regulatory Liabilities						Regulatory Liabilities	2,812		(3,850)
Pension and Other Postretirement Benefits						Pension and Other Postretirement Benefits	122		1,464
Net Cash Provided by Operating Activities	Net Cash Provided by Operating Activities	15,270		21,777		Net Cash Provided by Operating Activities	45,416		15,270
Investing Activities	Investing Activities					Investing Activities
Capital Expenditures	Capital Expenditures	(50,076)		(75,059)		Capital Expenditures	(28,710)		(50,076)
Proceeds from Disposal of Noncurrent Assets	Proceeds from Disposal of Noncurrent Assets	3,244		2,487		Proceeds from Disposal of Noncurrent Assets	878		3,244
Cash Used for Investments and Other Assets	Cash Used for Investments and Other Assets	(2,188)		(2,487)		Cash Used for Investments and Other Assets	(3,617)		(2,188)
Net Cash Used in Investing Activities	Net Cash Used in Investing Activities	(49,020)		(75,059)		Net Cash Used in Investing Activities	(31,449)		(49,020)
Financing Activities	Financing Activities					Financing Activities
Change in Checks Written in Excess of Cash		(2,144)		0
Net Short-Term Borrowings		53,854		13,893
Proceeds from Issuance of Common Stock		0		8,399
Common Stock Issuance Expenses		(25)		(124)
Payments for Shares Withheld for Employee Tax Obligations		(1,507)		(2,072)
Proceeds from Issuance of Long-Term Debt		0		35,000
Short-Term and Long-Term Debt Issuance Expenses		(2)		(177)
Net Borrowings on Short-Term Debt						Net Borrowings on Short-Term Debt	6,608		53,854

Payments for Retirement of Long-Term Debt	Payments for Retirement of Long-Term Debt	(169)		(45)		Payments for Retirement of Long-Term Debt	—		(169)
Dividends Paid	Dividends Paid	(16,208)		(14,907)		Dividends Paid	(17,181)		(16,208)
Net Cash Provided by Financing Activities		33,799		39,967
Payments for Shares Withheld for Employee Tax Obligations						Payments for Shares Withheld for Employee Tax Obligations	(2,942)		(1,507)
Other, net						Other, net	(618)		(2,171)
Net Cash (Used in) Provided by Financing Activities						Net Cash (Used in) Provided by Financing Activities	(14,133)		33,799
Net Change in Cash and Cash Equivalents	Net Change in Cash and Cash Equivalents	49		(13,315)		Net Change in Cash and Cash Equivalents	(166)		49
Cash and Cash Equivalents at Beginning of Period	Cash and Cash Equivalents at Beginning of Period	1,163		21,199		Cash and Cash Equivalents at Beginning of Period	1,537		1,163
Cash and Cash Equivalents at End of Period	Cash and Cash Equivalents at End of Period	$	1,212	$	7,884	Cash and Cash Equivalents at End of Period	$	1,371	$	1,212

Supplemental Disclosure of Noncash Investing Activities	Supplemental Disclosure of Noncash Investing Activities					Supplemental Disclosure of Noncash Investing Activities
Transactions Related to Capital Additions Not Settled in Cash		$	18,962	$	16,193
Accrued Property, Plant and Equipment Additions						Accrued Property, Plant and Equipment Additions	$	9,165	$	18,962

See accompanying notes to consolidated financial statements

Table of Contents

OTTER TAIL CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1. Summary of Significant Accounting Policies

Overview

Otter Tail Corporation (OTC) and its subsidiaries (collectively, the "Company", "us", "our" or "we") form a diverse, multi-platform business consisting of a vertically integrated, regulated utility with generation, transmission and distribution facilities complemented by manufacturing businesses providing metal fabrication for custom machine parts and metal components, manufacturing of extruded and thermoformed plastic products, and manufacturing of ~~PVC~~polyvinyl chloride (PVC) pipe products. We classify our business into 3 segments: Electric, Manufacturing and Plastics.

Basis of Presentation

The unaudited consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the SEC for interim reporting. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles. In the opinion of management, we have included all adjustments, ~~(including~~including normal recurring ~~accruals)~~accruals, necessary for a fair presentation of the consolidated financial statements for the periods presented. The consolidated financial statements and condensed notes thereto should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-Kfor the fiscal year ended December 31, ~~2020.~~2021.

Because of ~~the coronavirus (COVID-19) pandemic,~~ the seasonality of our businesses and other factors, the earnings for the three months ended March 31, ~~2021~~2022 should not be taken as an indication of earnings for all or any part of the balance of the ~~year.~~current year or as an indication of earnings for future years.

Use of Estimates

We use estimates based on the best information available in recording transactions and balances resulting from business operations. As better information becomes available ~~(or~~or actual amounts are ~~known),~~known, the recorded estimates are revised. Consequently, operating results can be affected by revisions to prior accounting estimates.

Reclassifications

Certain reclassifications of amounts previously reported have been made to the accompanying consolidated statements of shareholders' equity and consolidated statements of cash flows to maintain consistency and comparability between periods presented. The reclassifications had no impact on previously reported shareholders' equity, net cash provided by operating activities, net cash used in investing activities, net cash (used in) provided by financing activities, or cash and cash equivalents.

2. Segment Information

We classify our business into 3 segments, Electric, Manufacturing and Plastics, consistent with our business strategy, organizational structure and our internal reporting and review processes used by our chief operating decision maker to make decisions regarding allocation of resources, to assess operating performance and to make strategic decisions.

Certain assets and costs are not allocated to our operating segments. Corporate operating costs include items such as corporate staff and overhead costs, the results of our captive insurance company and other items excluded from the measurement of operating segment performance. Corporate assets consist primarily of cash, prepaid expenses, investments and fixed assets. Corporate is not an operating segment, rather it is added to operating segment totals to reconcile to consolidated amounts.

Information for each segment and our unallocated corporate costs for the three months ended March 31, ~~2021~~2022 and ~~2020~~2021 are as follows:


						Three Months Ended March 31,
(in thousands)	(in thousands)	2021		2020			(in thousands)	2022		2021

Operating Revenue1
Operating Revenue							Operating Revenue
Electric	Electric	$	123,699	$	119,870		Electric	$	130,416	$	123,699
Manufacturing	Manufacturing	75,825		68,479			Manufacturing	104,957		75,825
Plastics	Plastics	62,186		46,398			Plastics	139,531		62,186
Total	Total	$	261,710	$	234,747		Total	$	374,904	$	261,710
Net Income (Loss)	Net Income (Loss)						Net Income (Loss)
Electric	Electric	$	17,587	$	16,182		Electric	$	19,233	$	17,587
Manufacturing	Manufacturing	5,385		4,927			Manufacturing	4,084		5,385
Plastics	Plastics	9,147		5,449			Plastics	50,846		9,147
Corporate	Corporate	(1,790)		(2,290)			Corporate	(2,160)		(1,790)
Total	Total	$	30,329	$	24,268		Total	$	72,003	$	30,329

1Amounts reflect operating revenues to external customers. Intersegment operating revenues are not material for any period presented.

Table of Contents

The following provides the identifiable assets by segment and corporate assets as of March 31, ~~2021~~2022 and December 31, ~~2020:~~2021:


(in thousands)	(in thousands)	March 31, 2021		December 31, 2020		(in thousands)	March 31, 2022		December 31, 2021

Identifiable Assets	Identifiable Assets					Identifiable Assets
Electric	Electric	$	2,242,026	$	2,233,399	Electric	$	2,278,337	$	2,283,776
Manufacturing	Manufacturing	209,477		191,005		Manufacturing	269,833		251,044
Plastics	Plastics	111,148		99,767		Plastics	184,865		162,565
Corporate	Corporate	55,889		54,183		Corporate	58,706		57,445
Total	Total	$	2,618,540	$	2,578,354	Total	$	2,791,741	$	2,754,830

3. Revenue

We present our operating revenues to external customers, in total and by amounts arising from contracts with customers and alternative revenue program (ARP) arrangements, disaggregated by revenue source and segment for the three months ended March 31, ~~2021~~2022 and ~~2020:~~2021:


						Three Months Ended March 31,
(in thousands)	(in thousands)	2021		2020			(in thousands)	2022		2021

Operating Revenues	Operating Revenues						Operating Revenues
Electric Segment	Electric Segment						Electric Segment
Retail: Residential	Retail: Residential	$	37,485	$	35,839		Retail: Residential	$	40,561	$	37,485
Retail: Commercial and Industrial	Retail: Commercial and Industrial	66,403		68,942			Retail: Commercial and Industrial	71,171		66,403
Retail: Other	Retail: Other	1,818		1,822			Retail: Other	1,907		1,818
Total Retail	Total Retail	105,706		106,603			Total Retail	113,639		105,706
Transmission	Transmission	11,944		10,841			Transmission	12,556		11,944
Wholesale	Wholesale	4,507		876			Wholesale	2,463		4,507
Other	Other	1,542		1,550			Other	1,758		1,542
Total Electric Segment	Total Electric Segment	123,699		119,870			Total Electric Segment	130,416		123,699
Manufacturing Segment	Manufacturing Segment						Manufacturing Segment
Metal Parts and Tooling	Metal Parts and Tooling	62,673		57,211			Metal Parts and Tooling	89,573		62,673
Plastic Products and Tooling	Plastic Products and Tooling	10,295		9,883			Plastic Products and Tooling	12,445		10,295
Scrap Metal Sales	Scrap Metal Sales	2,857		1,385			Scrap Metal Sales	2,939		2,857
Total Manufacturing Segment	Total Manufacturing Segment	75,825		68,479			Total Manufacturing Segment	104,957		75,825
Plastics Segment	Plastics Segment						Plastics Segment
PVC Pipe	PVC Pipe	62,186		46,398			PVC Pipe	139,531		62,186
Total Operating Revenue	Total Operating Revenue	261,710		234,747			Total Operating Revenue	374,904		261,710
Less: Noncontract Revenues Included Above
Electric Segment - Alternative Revenue Program Revenues		(975)		(87)
Less: Non-contract Revenues Included Above							Less: Non-contract Revenues Included Above
Electric Segment - ARP Revenues							Electric Segment - ARP Revenues	(2,460)		(975)
Total Operating Revenues from Contracts with Customers	Total Operating Revenues from Contracts with Customers	$	262,685	$	234,834		Total Operating Revenues from Contracts with Customers	$	377,364	$	262,685

4. Select Balance Sheet Information

Receivables and Allowance for Credit Losses

Receivables as of March 31, ~~2021~~2022 and December 31, ~~2020~~2021 are as follows:


(in thousands)	(in thousands)	March 31, 2021		December 31, 2020		(in thousands)	March 31, 2022		December 31, 2021

Receivables	Receivables					Receivables
Trade	Trade	$	112,060	$	87,048	Trade	$	192,315	$	142,297
Other	Other	6,982		8,939		Other	8,139		10,591
Unbilled Receivables	Unbilled Receivables	18,331		21,187		Unbilled Receivables	20,229		23,901
Total Receivables	Total Receivables	137,373		117,174		Total Receivables	220,683		176,789
Less Allowance for Credit Losses		2,983		3,215
Less: Allowance for Credit Losses						Less: Allowance for Credit Losses	(1,787)		(1,836)
Receivables, net of allowance for credit losses	Receivables, net of allowance for credit losses	$	134,390	$	113,959	Receivables, net of allowance for credit losses	$	218,896	$	174,953

Table of Contents

The following is a summary of activity in the allowance for credit losses for the three months ended March 31, ~~2021~~2022 and ~~2020:~~2021:


							March 31,		March 31,
(in thousands)	(in thousands)	2021		2020		(in thousands)	2022		2021

Beginning Balance, January 1	Beginning Balance, January 1	$	3,215	$	1,339	Beginning Balance, January 1	$	1,836	$	3,215
Additions Charged to Expense	Additions Charged to Expense	211		635		Additions Charged to Expense	210		211
Reductions for Amounts Written-Off, Net of Recoveries		(443)		(293)
Reductions for Amounts Written Off, Net of Recoveries						Reductions for Amounts Written Off, Net of Recoveries	(259)		(443)
Ending Balance, March 31	Ending Balance, March 31	$	2,983	$	1,681	Ending Balance, March 31	$	1,787	$	2,983

Inventories

Inventories consist of the following as of March 31, ~~2021~~2022 and December 31, ~~2020:~~2021:


(in thousands)	(in thousands)	March 31, 2021		December 31, 2020		(in thousands)	March 31, 2022		December 31, 2021

Finished Goods	Finished Goods	$	20,567	$	22,046	Finished Goods	$	37,195	$	39,903
Work in Process	Work in Process	19,324		16,210		Work in Process	33,962		35,705
Raw Material, Fuel and Supplies	Raw Material, Fuel and Supplies	52,535		53,909		Raw Material, Fuel and Supplies	74,700		72,882
Total Inventories	Total Inventories	$	92,426	$	92,165	Total Inventories	$	145,857	$	148,490

Investments

The following is a summary of our investments atas of March 31, ~~2021~~2022 and December 31, ~~2020:~~2021:


(in thousands)	(in thousands)	March 31, 2021		December 31, 2020		(in thousands)	March 31, 2022		December 31, 2021

Corporate-Owned Life Insurance Policies	Corporate-Owned Life Insurance Policies	$	38,205	$	36,825	Corporate-Owned Life Insurance Policies	$	40,722	$	41,078
Debt Securities	Debt Securities	9,209		9,260		Debt Securities	8,959		9,202
Money Market Funds	Money Market Funds	1,862		4,075		Money Market Funds	1,893		949
Mutual Funds	Mutual Funds	5,141		1,662		Mutual Funds	6,285		5,432
Other Investments	Other Investments	29		34		Other Investments	34		29
Total Investments	Total Investments	$	54,446	$	51,856	Total Investments	$	57,893	$	56,690

The amount of unrealized gains and losses on debt securities as of March 31, ~~2021~~2022 and December 31, ~~2020 are~~2021 was not material and no unrealized losses were deemed to be other-than-temporary. In addition, the amount of unrealized gains and losses on marketable equity securities still held as of March 31, ~~2021~~2022 and December 31, ~~2020 are~~2021 was not material.

Property, Plant and Equipment

Major classes of property, plant and equipment as of March 31, ~~2021~~2022 and December 31, ~~2020~~2021 include:

(in thousands) March 31,
2021 December 31,
2020
Electric Plant in Service
Electric Plant in Service 2,682,884 2,531,352
Construction Work in Progress 77,676 203,078
Total Gross Electric Plant 2,760,560 2,734,430
Less Accumulated Depreciation and Amortization 796,161 778,988
Net Electric Plant $ 1,964,399 $ 1,955,442
Nonelectric Property, Plant and Equipment
Nonelectric Property, Plant and Equipment in Service 259,975 258,730
Construction Work in Progress 12,086 9,290
Total Gross Nonelectric Property, Plant and Equipment 272,061 268,020
Less Accumulated Depreciation and Amortization 175,668 174,189
Net Nonelectric Property, Plant and Equipment 96,393 93,831
Net Property, Plant and Equipment $ 2,060,792 $ 2,049,273


(in thousands)	March 31, 2022		December 31, 2021

Electric Plant
Electric Plant in Service	$	2,776,778	$	2,758,445
Construction Work in Progress	72,347		74,926
Total Gross Electric Plant	2,849,125		2,833,371
Less Accumulated Depreciation and Amortization	829,499		817,302
Net Electric Plant	2,019,626		2,016,069
Nonelectric Property, Plant and Equipment
Nonelectric Property, Plant and Equipment in Service	278,729		273,950
Construction Work in Progress	14,365		16,611
Total Gross Nonelectric Property, Plant and Equipment	293,094		290,561
Less Accumulated Depreciation and Amortization	184,376		182,025
Net Nonelectric Property, Plant and Equipment	108,718		108,536
Net Property, Plant and Equipment	$	2,128,344	$	2,124,605

Table of Contents

5. Regulatory Matters

Regulatory Assets and Liabilities

The following presents our current and long-term regulatory assets and liabilities as of March 31, ~~2021~~2022 and December 31, ~~2020~~2021 and the period we expect to recover or refund such amounts:


		Period of	March 31, 2021				December 31, 2020					Period of	March 31, 2022				December 31, 2021
(in thousands)	(in thousands)	Recovery/Refund	Current		Long-Term		Current		Long Term		(in thousands)	Recovery/Refund	Current		Long-Term		Current		Long Term

Regulatory Assets	Regulatory Assets										Regulatory Assets
Pension and Other Postretirement Benefit Plans1	Pension and Other Postretirement Benefit Plans1	Various	$	11,037	$	143,996	$	11,037	$	146,071	Pension and Other Postretirement Benefit Plans1	Various	$	7,791	$	113,663	$	7,791	$	114,961
Alternative Revenue Program Riders2	Alternative Revenue Program Riders2	Up to 3 years	6,891		10,418		8,871		9,373		Alternative Revenue Program Riders2	Up to 2 years	9,280		5,713		11,889		5,564
Asset Retirement Obligations1	Asset Retirement Obligations1	Asset lives	0		8,539		0		8,462		Asset Retirement Obligations1	Asset lives	—		1,098		—		742

ISO Cost Recovery Trackers1	ISO Cost Recovery Trackers1	Up to 2 years	809		703		1,079		867		ISO Cost Recovery Trackers1	Up to 2 years	220		950		—		1,342
Unrecovered Project Costs1	Unrecovered Project Costs1	Up to 3 years	1,556		2,937		361		2,989		Unrecovered Project Costs1	Up to 5 years	1,086		1,456		2,136		1,455
Deferred Rate Case Expenses1	Deferred Rate Case Expenses1	Various	493		165		360		230		Deferred Rate Case Expenses1	Various	542		1,037		607		1,131
Debt Reacquisition Premiums1	Debt Reacquisition Premiums1	Up to 12 years	180		302		192		341		Debt Reacquisition Premiums1	Up to 11 years	68		234		100		240
Fuel Clause Adjustments1											Fuel Clause Adjustments1	Up to 1 year	2,767		—		4,819		—
Other1	Other1	Various	453		496		0		62		Other1	Various	16		262		—		73
Total Regulatory Assets	Total Regulatory Assets		$	21,419	$	167,556	$	21,900	$	168,395	Total Regulatory Assets		$	21,770	$	124,413	$	27,342	$	125,508
Regulatory Liabilities	Regulatory Liabilities										Regulatory Liabilities
Deferred Income Taxes	Deferred Income Taxes	Asset lives	$	0	$	133,306	$	0	$	134,719	Deferred Income Taxes	Asset lives	$	—	$	128,042	$	—	$	129,437
Plant Removal Obligations	Plant Removal Obligations	Asset lives	0		100,616		0		98,707		Plant Removal Obligations	Asset lives	8,561		101,850		8,306		101,595
Fuel Clause Adjustments	Fuel Clause Adjustments	Up to 1 year	7,072		0		10,947		0		Fuel Clause Adjustments	Up to 1 year	5,386		—		1,554		—
Alternative Revenue Program Riders	Alternative Revenue Program Riders	Various	3,306		837		3,581		470		Alternative Revenue Program Riders	Various	6,215		3,986		5,772		3,336
Pension and Other Postretirement Benefit Plans	Pension and Other Postretirement Benefit Plans	Up to 1 year	1,959		0		1,959		0		Pension and Other Postretirement Benefit Plans	Up to 1 year	2,603		—		2,603		—

Derivative Instruments											Derivative Instruments	Various	4,179		—		6,214		—
Other	Other	Various	180		227		176		77		Other	Various	267		111		395		62
Total Regulatory Liabilities	Total Regulatory Liabilities		$	12,517	$	234,986	$	16,663	$	233,973	Total Regulatory Liabilities		$	27,211	$	233,989	$	24,844	$	234,430

1Costs subject to recovery without a rate of return.	1Costs subject to recovery without a rate of return.										1Costs subject to recovery without a rate of return.
2Amount eligible for recovery includes an incentive or rate of return.	2Amount eligible for recovery includes an incentive or rate of return.										2Amount eligible for recovery includes an incentive or rate of return.

~~Table of~~ ~~Contents~~

6. Short-Term and Long-Term Borrowings

The following is a summary of our outstanding ~~short~~short- and long-term borrowings by borrower, ~~Otter Tail Corporation (OTC)~~OTC or Otter Tail Power ~~Company~~ (OTP), as of March 31, ~~2021~~2022 and December 31, ~~2020:~~2021:

Short-Term Debt

The following is a summary of our lines of credit as of March 31, ~~2021~~2022 and December 31, ~~2020:~~2021:


				March 31, 2021						December 31, 2020					March 31, 2022						December 31, 2021
(in thousands)	(in thousands)	Line Limit		Amount Outstanding		Letters of Credit		Amount Available		Amount Available		(in thousands)	Line Limit		Amount Outstanding		Letters of Credit		Amount Available		Amount Available

OTC Credit Agreement	OTC Credit Agreement	$	170,000	$	78,206	$	0	$	91,794	$	104,834	OTC Credit Agreement	$	170,000	$	43,281	$	—	$	126,719	$	147,363
OTP Credit Agreement	OTP Credit Agreement	170,000		56,645		12,671		100,684		140,068		OTP Credit Agreement	170,000		54,489		7,844		107,667		88,315
Total	Total	$	340,000	$	134,851	$	12,671	$	192,478	$	244,902	Total	$	340,000	$	97,770	$	7,844	$	234,386	$	235,678

Table of Contents

Long-Term Debt

The following is a summary of outstanding long-term debt by borrower as of March 31, ~~2021~~2022 and December 31, ~~2020:~~2021:


						(in thousands)									(in thousands)
Entity	Entity		Debt Instrument	Rate	Maturity	March 31, 2021		December 31, 2020		Entity		Debt Instrument	Rate	Maturity	March 31, 2022		December 31, 2021

OTC	OTC		Guaranteed Senior Notes	3.55%	12/15/26	$	80,000	$	80,000	OTC		Guaranteed Senior Notes	3.55%	12/15/26	$	80,000	$	80,000
OTP	OTP		Series 2011A Senior Unsecured Notes	4.63%	12/01/21	140,000		140,000		OTP		Series 2007B Senior Unsecured Notes	6.15%	08/20/22	30,000		30,000
OTP	OTP		Series 2007B Senior Unsecured Notes	6.15%	08/20/22	30,000		30,000		OTP		Series 2007C Senior Unsecured Notes	6.37%	08/02/27	42,000		42,000
OTP	OTP		Series 2007C Senior Unsecured Notes	6.37%	08/02/27	42,000		42,000		OTP		Series 2013A Senior Unsecured Notes	4.68%	02/27/29	60,000		60,000
OTP	OTP		Series 2013A Senior Unsecured Notes	4.68%	02/27/29	60,000		60,000		OTP		Series 2019A Senior Unsecured Notes	3.07%	10/10/29	10,000		10,000
OTP	OTP		Series 2019A Senior Unsecured Notes	3.07%	10/10/29	10,000		10,000		OTP		Series 2020A Senior Unsecured Notes	3.22%	02/25/30	10,000		10,000
OTP	OTP		Series 2020A Senior Unsecured Notes	3.22%	02/25/30	10,000		10,000		OTP		Series 2020B Senior Unsecured Notes	3.22%	08/20/30	40,000		40,000
OTP	OTP		Series 2020B Senior Unsecured Notes	3.22%	08/20/30	40,000		40,000		OTP		Series 2021A Senior Unsecured Notes	2.74%	11/29/31	40,000		40,000
OTP	OTP		Series 2007D Senior Unsecured Notes	6.47%	08/20/37	50,000		50,000		OTP		Series 2007D Senior Unsecured Notes	6.47%	08/20/37	50,000		50,000
OTP	OTP		Series 2019B Senior Unsecured Notes	3.52%	10/10/39	26,000		26,000		OTP		Series 2019B Senior Unsecured Notes	3.52%	10/10/39	26,000		26,000
OTP	OTP		Series 2020C Senior Unsecured Notes	3.62%	02/25/40	10,000		10,000		OTP		Series 2020C Senior Unsecured Notes	3.62%	02/25/40	10,000		10,000
OTP	OTP		Series 2013B Senior Unsecured Notes	5.47%	02/27/44	90,000		90,000		OTP		Series 2013B Senior Unsecured Notes	5.47%	02/27/44	90,000		90,000
OTP	OTP		Series 2018A Senior Unsecured Notes	4.07%	02/07/48	100,000		100,000		OTP		Series 2018A Senior Unsecured Notes	4.07%	02/07/48	100,000		100,000
OTP	OTP		Series 2019C Senior Unsecured Notes	3.82%	10/10/49	64,000		64,000		OTP		Series 2019C Senior Unsecured Notes	3.82%	10/10/49	64,000		64,000
OTP	OTP		Series 2020D Senior Unsecured Notes	3.92%	02/25/50	15,000		15,000		OTP		Series 2020D Senior Unsecured Notes	3.92%	02/25/50	15,000		15,000
OTC			PACE Note	2.54%	03/18/21	0		169
OTP										OTP		Series 2021B Senior Unsecured Notes	3.69%	11/29/51	100,000		100,000
Total	Total					$	767,000	$	767,169	Total					$	767,000	$	767,000
Less:	Less:	Current Maturities Net of Unamortized Debt Issuance Costs				139,941		140,087		Less:	Current Maturities, Net of Unamortized Debt Issuance Costs				29,990		29,983
		Unamortized Long-Term Debt Issuance Costs				2,574		2,650			Unamortized Long-Term Debt Issuance Costs				2,936		3,003
Total Long-Term Debt Net of Unamortized Debt Issuance Costs						$	624,485	$	624,432
Total Long-Term Debt, Net of Unamortized Debt Issuance Costs										Total Long-Term Debt, Net of Unamortized Debt Issuance Costs					$	734,074	$	734,014

On June 10, 2021, OTP entered into a Note Purchase Agreement pursuant to which OTP agreed to issue, in a private placement transaction, $230.0 million of senior unsecured notes consisting of (a) $40.0 million of 2.74% Series 2021A Senior Unsecured Notes due November 29, 2031, (b) $100.0 million of 3.69% Series 2021B Senior Unsecured Notes due November 29, 2051 and (c) $90.0 million of 3.77% Series 2022A Senior Unsecured Notes due May 20, 2052. During the year ended December 31, 2021, OTP issued its Series 2021A and Series 2021B notes for aggregate proceeds of $140.0 million, which were used to repay the Series 2011A notes. The issuance of the Series 2022A notes is scheduled to close, subject to the satisfaction of certain customary conditions to closing, in May 2022.

Financial Covenants

Certain of OTC's and OTP's ~~short-term~~short- and long-term debt agreements require the borrower, whether OTC or OTP, to maintain certain financial covenants, including a maximum debt to total capitalization ratio of 0.60 to 1.00, a minimum interest and dividend coverage ratio of 1.50 to 1.00, and a maximum level of priority indebtedness. As of March 31, ~~2021,~~2022, OTC and OTP were in compliance with these financial covenants.

~~Table of~~ ~~Contents~~

7. Employee Postretirement Benefits

Pension Plan and Other Postretirement Benefits

~~Pension~~The Company sponsors a noncontributory funded pension plan (the "Pension Plan"), an unfunded, nonqualified Executive Survivor and Supplemental Retirement Plan, both accounted for as defined benefit pension plans, and a postretirement healthcare plan accounted for as an other postretirement benefit plan.

~~Components~~The following table includes the components of net periodic ~~pension~~ benefit cost of our defined benefit pension plans and other postretirement benefits for the three months ended March 31, ~~2021~~2022 and ~~2020 are as follows:~~2021:

(in thousands) 2021 2020
Service Cost–Benefit Earned During the Period $ 1,866 $ 1,655
Interest Cost on Projected Benefit Obligation 2,915 3,263
Expected Return on Assets (5,590) (5,505)
Amortization of Net Actuarial Loss:
From Regulatory Asset 2,660 2,231
From Other Comprehensive Income 68 55
Net Periodic Pension Cost $ 1,919 $ 1,699

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	Pension Benefits (Pension Plan)				Pension Benefits (ESSRP)				Postretirement Benefits
(in thousands)	2022		2021		2022		2021		2022		2021

Service Cost	$	1,644	$	1,866	$	49	$	47	$	335	$	430
Interest Cost	3,086		2,915		335		307		510		473
Expected Return on Assets	(5,921)		(5,590)		—		—		—		—
Amortization of Prior Service Cost	—		—		—		—		(1,433)		(1,433)
Amortization of Net Actuarial Loss	1,966		2,728		142		155		766		943
Net Periodic Benefit Cost	$	775	$	1,919	$	526	$	509	$	178	$	413

The following table includes the impact of regulation on the recognition of periodic benefit cost arising from pension and other postretirement benefits for the three months ended March 31, 2022 and 2021:


(in thousands)	2022		2021

Net Periodic Benefit Cost	$	1,479	$	2,841
Net Amount Amortized (Deferred) Due to the Effect of Regulation	527		(115)
Net Periodic Benefit Cost Recognized	$	2,006	$	2,726

We had no minimum funding ~~requirement~~requirements for our pension plan or any other postretirement benefit plans as of December 31, ~~2020~~2021, but made a discretionary ~~plan~~ contribution of ~~$10.0~~$20.0 million to our pension plan in ~~January 2021.~~February 2022.

~~Executive Survivor and Supplemental Retirement Plan (ESSRP)~~

~~Components of net periodic pension benefit cost for the three months ended March 31, 2021 and 2020 are as follows:~~

(in thousands) 2021 2020
Service Cost–Benefit Earned During the Period $ 47 $ 45
Interest Cost on Projected Benefit Obligation 307 362
Amortization of Net Actuarial Loss:
From Regulatory Asset 31 23
From Other Comprehensive Income 124 86
Net Periodic Pension Cost $ 509 $ 516

~~Other Postretirement Benefits~~

~~Components of net periodic postretirement benefit cost for the three months ended March 31, 2021 and 2020 are as follows:~~

(in thousands) 2021 2020
Service Cost–Benefit Earned During the Period $ 430 $ 462
Interest Cost on Projected Benefit Obligation 473 598
Amortization of Prior Service Cost
From Regulatory Asset (1,397) (1,169)
From Other Comprehensive Income (36) (29)
Amortization of Net Actuarial Loss
From Regulatory Asset 920 1,051
From Other Comprehensive Income 23 26
Net Periodic Postretirement Benefit Cost $ 413 $ 939

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8. Income Taxes

The reconciliation of the statutory federal income tax rate to our effective tax rate for each of the three months ended March 31, ~~2021~~2022 and ~~2020~~2021 is as follows:
2021 2020
Federal Statutory Rate 21.0 % 21.0 %
Increases (Decreases) in Tax from:
State Taxes on Income, Net of Federal Tax 5.0 5.0
Production Tax Credits (PTCs) (7.6) 0
Amortization of Excess Deferred Income Taxes (2.9) (4.1)
Corporate-Owned Life Insurance (0.5) 0.7
North Dakota Wind Tax Credit Amortization, Net of Federal Tax (0.4) (0.9)
Excess Tax Deduction on Stock Awards (0.1) (1.3)
Allowance for Equity Funds Used During Construction 0 (1.0)
Other, Net 0.3 (0.5)
Effective Tax Rate 14.8 % 18.9 %

We began generating PTCs from our Merricourt wind farm placed in service in the fourth quarter of 2020. No PTCs were generated during the three months ended March 31, 2020. Income tax benefits arising from PTCs are offset by corresponding operating revenue reductions as PTC amounts generated reduce Electric segment customer billings.


	Three Months Ended March 31,
	2022		2021

Federal Statutory Rate	21.0	%	21.0	%
Increases (Decreases) in Tax from:
State Taxes on Income, Net of Federal Tax	5.0		5.0
Production Tax Credits (PTCs)	(4.4)		(7.6)
Amortization of Excess Deferred Income Taxes	(1.3)		(2.9)
Excess Tax Deduction on Stock Awards	(0.5)		(0.1)
North Dakota Wind Tax Credit Amortization, Net of Federal Tax	(0.2)		(0.4)
Corporate-Owned Life Insurance	0.2		(0.5)

Other, Net	(0.1)		0.3
Effective Tax Rate	19.7	%	14.8	%

9. Commitments and Contingencies

~~Commitments~~

~~Construction and Other Purchase Commitments.~~ OTP has commitments under contracts, including its share of construction program and other commitments associated with its jointly-owned facilities, extending into 2046. T.O. Plastics is party to a resin supply agreement under which it must purchase all of a specified class of regrind resin delivered by the supplier at a periodically negotiated price per pound. The agreement expires in 2026.

~~Electric Utility Capacity and Energy Requirements and Coal Purchase and Delivery Contracts.~~ OTP has commitments for the purchase of capacity and energy requirements under agreements extending into 2044. OTP also has contracts providing for the purchase and delivery of a significant portion of its current coal requirements, with expiration dates ranging from 2022 through 2040. These contracts do not include minimum purchase requirements but do require all coal necessary for the operation of the respective plant to be purchased from the counterparty.

~~Land Easements.~~ ~~OTP has commitments to make future payments under land easements extending into 2050.~~

Contingencies

FERC ROE. In November 2013 and February 2015, customers filed complaints with ~~FERC~~Federal Energy Regulatory Commission (FERC) seeking to reduce the ~~ROE~~return on equity (ROE) component of the transmission rates that ~~MISO~~Midcontinent Independent System Operator, Inc. (MISO) transmission owners, including OTP, may collect under the MISO tariff rate. FERC's most recent order, issued on November 19, 2020, adopted a revised ROE methodology and set the base ROE at 10.02% (10.52% with an adder) effective for the fifteen-month period from November 2013 to February 2015 and on a prospective basis beginning in September 2016. The order also dismissed any complaints covering the period from February 2015 to May 2016. The November 2020 opinion is subject to judicial review. We have deferred recognition and recorded a refund liability of ~~$3.7~~$2.4 million as of March 31, ~~2021.~~2022. This refund liability reflects our best estimate of required refunds to customers once all regulatory and judicial proceedings are ~~finalized.~~completed.

Regional Haze Rule (RHR). The RHR was adopted in an effort to improve visibility in national parks and wilderness areas. The RHR requires states, in coordination with the ~~EPA~~Environmental Protection Agency (EPA) and other governmental agencies, to develop and implement plans to achieve natural visibility conditions. The second RHR implementation period covers the years ~~2018-2028, with~~2018-2028. States are required to submit a state implementation ~~plans targeted for submission to the EPA by July 31, 2021. States are required~~plan to assess reasonable progress with the RHR and determine what additional emission reductions are appropriate, if any.

Coyote Station, OTP's jointly owned coal-fired power plant in North Dakota, is subject to assessment in the second implementation period under the North Dakota state implementation plan. In September 2021, the North Dakota Department of Environmental Quality (NDDEQ) made public a draft of its state implementation plan. The plan concluded it is not reasonable to require additional emission controls during this planning period. In January 2022, prior to the submission to the EPA by the NDDEQ, the EPA provided preliminary comments on the draft North Dakota state

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implementation plan in which it expressed disagreement with the NDDEQ's recommendation to forgo additional emission controls. Following a consultation and public comment period, and any subsequent modifications to the plan, the NDDEQ will submit its state implementation plan to the EPA for approval.

We cannot predict with certainty the impact the state implementation plan may have on our business until the state implementation plan ~~is finalized and adopted.~~has been approved or otherwise acted on by the EPA. However, significant emission control investments could be required and the recovery of such costs from customers would require regulatory approval. Alternatively, investments in emission control equipment may prove to be uneconomic and result in ~~a required~~the early retirement of or the sale of our interest in Coyote ~~Station.~~Station, subject to regulatory approval. We cannot estimate the ultimate financial effects such a retirement or sale may have on our consolidated operating results, financial position or cash flows, but such amounts could be material and the recovery of such costs ~~from customers~~in rates would be subject to regulatory approval.

Other Contingencies. We are party to litigation and regulatory ~~enforcement~~ matters arising in the normal course of business. We regularly analyze relevant information and, as necessary, estimate and record accrued liabilities for legal, regulatory enforcement and other matters in which a loss is probable of occurring and can be reasonably estimated. We believe the effect on our consolidated operating results, financial position and cash flows, if any, for the disposition of all matters pending as of March 31, ~~2021,~~2022, other than those ~~relating to the RHR,~~discussed above, will not be material.

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10. Stockholders' Equity

Registration Statements

On May 3, 2021, we filed a shelf registration statement with the ~~Securities and Exchange Commission (SEC)~~SEC under which we may offer for sale, from time to time, either separately or together in any combination, equity, debt or other securities described in the shelf registration statement. No new debt or equity has been issued pursuant to the registration statement. The registration statement expires in May 2024.

On May 3, 2021, we filed a second registration statement with the SEC for the issuance of up to 1,500,000 common shares under an Automatic Dividend Reinvestment and a Share Purchase Plan, which provides shareholders, retail customers of OTP and other interested investors ~~a method~~methods of purchasing our common shares, by reinvesting their dividends ~~and/~~or making optional cash investments. Shares purchased under the plan may be ~~new issue~~newly issued common shares or common shares purchased on the open market. During the three months ended March 31, 2022, we issued 36,104 shares under this program. We repurchased a sufficient number of shares on the open market to satisfy issuance under the plan; accordingly no proceeds from the issuance were received. As of March 31, 2022, there was 1,348,716 shares available for purchase or issuance under the plan. The registration statement expires in May 2024.

Dividend Restrictions

~~Otter Tail Corporation~~OTC is a holding company with no significant operations of its own. The primary source of funds for payments of dividends to our shareholders is from dividends paid or distributions made by our subsidiaries. As a result of certain statutory limitations or regulatory or financing agreements, restrictions could occur on the amount of distributions allowed to be made by our subsidiaries. Both the OTC Credit Agreement and OTP Credit Agreement contain restrictions on the payment of cash dividends upon a default or event of default, including failure to maintain certain financial covenants. As of March 31, ~~2021,~~2022, we were in compliance with these financial covenants.

Under the Federal Power Act, a public utility may not pay dividends from any funds properly included in a capital account. What constitutes “funds properly included in a capital account” is undefined in the Federal Power Act or the related regulations; however, the FERC has consistently interpreted the provision to allow dividends to be paid as long as i) the source of the dividends is clearly disclosed, ii) the dividend is not excessive and iii) there is no self-dealing on the part of corporate officials.

The ~~MPUC~~Minnesota Public Utilities Commission (MPUC) indirectly limits the amount of dividends OTP can pay to the Company by requiring an equity-to-total-capitalization ratio between ~~47.5%~~48.0% and ~~58.1%~~58.7% based on OTP’s ~~2020~~most recent capital structure petition effective by order of the MPUC on ~~July 15, 2020.~~January 26, 2022. As of March 31, ~~2021,~~2022, OTP’s equity-to-total-capitalization ratio including short-term debt was ~~52.4%~~53.2% and its net assets restricted from distribution totaled approximately ~~$671.0~~$682.0 million. Under the ~~2020~~MPUC order relating to the Company's 2021 capital structure petition, total capitalization for OTP cannot exceed $1.7 billion.

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11. Accumulated Other Comprehensive Income (Loss)

The following shows the changes in accumulated other comprehensive loss for the three months ended March 31, 2022 and 2021:


(in thousands)	Pension and Other Postretirement Benefits			Net Unrealized Gain (Losses) on Available-for-Sale Securities			Total
Balance, December 31, 2021	$	(6,537)		$	13		$	(6,524)
Other Comprehensive Loss Before Reclassifications, net of tax	—			(231)			(231)
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)	(190)		(1)	—		(2)	(190)
Total Other Comprehensive Income (Loss)	(190)			(231)			(421)
Balance, March 31, 2022	$	(6,727)		$	(218)		$	(6,945)

Balance, December 31, 2020	$	(8,716)		$	209		$	(8,507)
Other Comprehensive Loss Before Reclassifications, net of tax	—			(32)			(32)
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)	150		(1)	(3)		(2)	147
Total Other Comprehensive Income (Loss)	150			(35)			115
Balance, March 31, 2021	$	(8,566)		$	174		$	(8,392)
(1) Included in the computation of net periodic pension and other postretirement benefit costs. See Note 7.
(2) Included in other income (expense), net on the accompanying consolidated statements of income.

12. Share-Based Payments

Stock Compensation Expense

Stock-based compensation expense arising from our employee stock purchase plan and share-based compensation plans, recognized within operating expenses in the consolidated statements of income, amounted to ~~$4.2~~$4.9 million and ~~$2.8~~$4.2 million for the three months ended March 31, 2022 and 2021, ~~and 2020.~~respectively.

Restricted Stock Awards. We grant restricted stock awards to members of our Board of Directors and restricted stock units to ~~our~~certain key employees. The awards vest, depending on award type and recipient, either ratably over periods of three ~~and~~or four years or cliff vest after four years. Vesting is accelerated in certain circumstances, including ~~upon~~on retirement. Restricted stock awards granted to members of the Board of Directors are issued and outstanding upon grant and carry the same voting and dividend rights of unrestricted outstanding common stock. Restricted stock units are not issued or outstanding upon grant and do not provide for voting or dividend rights. Certain restricted stock unit award recipients are eligible to receive dividend equivalent payments during the vesting period, subject to forfeiture under the terms of the agreement.

The grant date fair value of each stock award is determined based on the market price of our common stock on the date of grant adjusted to exclude the value of dividends for those awards that do not receive dividend or dividend equivalent payments during the vesting period.

The following is a summary of stock award activity for the three months ended March 31, ~~2021:~~2022:


		Shares	Weighted Average Grant-Date Fair Value			Shares	Weighted Average Grant-Date Fair Value

Nonvested, January 1, 2021		128,664	$	44.30
Nonvested, January 1, 2022					Nonvested, January 1, 2022	138,093	$	44.48
Granted	Granted	21,600	42.35		Granted	15,842	61.39
Vested	Vested	(16,800)	45.93		Vested	(18,969)	46.49
Forfeited	Forfeited	0	0		Forfeited	—	—
Nonvested, March 31, 2021		133,464	$	43.78
Nonvested, March 31, 2022					Nonvested, March 31, 2022	134,966	$	46.18

The fair value of vested awards was ~~$0.7~~$1.2 million and ~~$1.3~~$0.7 million during the three months ended March 31, 2022 and 2021, ~~and 2020.~~respectively.

Stock Performance Awards. Stock performance awards are granted to executive officers and certain other key employees. The awards vest at the end of a ~~three-year~~three year performance period. The number of common shares awarded, if any, at the end of the performance period ranges from 0zero to 150% of the target amount based on two performance measures: i) total shareholder return relative to a peer group and ii) return on equity. ~~The awards have no voting or dividend rights during the vesting period.~~ Vesting of the awards is accelerated in certain circumstances, including on retirement. The amount of common shares awarded on an accelerated vesting is based either on actual performance at the end of the performance period or the amount of common shares earned at target.

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The grant date fair value of stock performance awards granted during the three months ended March 31, ~~2021~~2022 and ~~2020~~2021 was determined using a Monte Carlo fair value simulation model incorporating the following assumptions:


		2021		2020			2022		2021

Risk-free interest rate	Risk-free interest rate	0.18	%	1.42	%	Risk-free interest rate	1.52	%	0.18	%
Expected term (in years)	Expected term (in years)	3.00		3.00		Expected term (in years)	3.00		3.00
Expected volatility	Expected volatility	32.00	%	19.00	%	Expected volatility	32.00	%	32.00	%
Dividend yield	Dividend yield	3.60	%	2.80	%	Dividend yield	2.90	%	3.60	%

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The risk-free interest rate was derived from yields on U.S. government bonds of a similar term. The expected term of the award is equal to the three-year performance period. Expected volatility was estimated based on actual historical volatility of our common stock. Dividend yield was estimated based on historic and future yield estimates.

The following is a summary of stock performance award activity for the three months ended March 31, ~~2021~~2022 (share amounts reflect awards at target):


		Shares	Weighted Average Grant-Date Fair Value			Shares	Weighted Average Grant-Date Fair Value

Nonvested, January 1, 2021		164,600	$	42.32
Nonvested, January 1, 2022					Nonvested, January 1, 2022	189,600	$	42.54
Granted	Granted	79,000	38.34		Granted	55,800	54.91
Vested	Vested	(54,000)	35.73		Vested	(55,600)	43.30
Forfeited	Forfeited	0	0		Forfeited	—	—
Nonvested, March 31, 2021		189,600	$	42.54
Nonvested, March 31, 2022					Nonvested, March 31, 2022	189,800	$	45.95

The fair value of vested awards was ~~$2.5~~$5.1 million and ~~$3.4~~$2.5 million during the three months ended March 31, 2022 and 2021, ~~and 2020.~~respectively.

~~12.~~13. Earnings Per Share

The numerator used in the calculation of both basic and diluted earnings per common share is net income. The denominator used in the calculation of basic earnings per common share is the weighted average number of common shares outstanding during the period. The denominator used in the calculation of diluted earnings per common share is derived by adjusting basic shares outstanding for the dilutive effect of potential common shares outstanding, which consist of time and performance based stock awards and employee stock purchase plan shares.

The following includes the computation of the denominator for basic and diluted weighted-average shares outstanding for the three months ended March 31, ~~2021~~2022 and ~~2020:~~2021:


				Three Months Ended March 31,
(in thousands)	(in thousands)	2021	2020		(in thousands)	2022	2021

Weighted Average Common Shares Outstanding – Basic	Weighted Average Common Shares Outstanding – Basic	41,455	40,217		Weighted Average Common Shares Outstanding – Basic	41,548	41,455
Effect of Dilutive Securities:	Effect of Dilutive Securities:				Effect of Dilutive Securities:
Stock Performance Awards	Stock Performance Awards	143	126		Stock Performance Awards	219	143
Stock Awards		85	83
Restricted Stock Awards					Restricted Stock Awards	102	85
Employee Stock Purchase Plan Shares and Other	Employee Stock Purchase Plan Shares and Other	17	18		Employee Stock Purchase Plan Shares and Other	2	17
Dilutive Effect of Potential Common Shares	Dilutive Effect of Potential Common Shares	245	227		Dilutive Effect of Potential Common Shares	323	245
Weighted Average Common Shares Outstanding – Diluted	Weighted Average Common Shares Outstanding – Diluted	41,700	40,444		Weighted Average Common Shares Outstanding – Diluted	41,871	41,700

The amount of shares excluded from diluted weighted-average common shares outstanding because such shares were anti-dilutive was not material for the three months ended March 31, 2022 and 2021.

14. Derivative Instruments

OTP enters into derivative instruments to manage its exposure to future price variability and reduce volatility in prices for our retail customers. These derivative instruments are not designated as qualifying hedging transactions but provide for an economic hedge against future price variability. The instruments are recorded at fair value on the consolidated balance sheets. In accordance with rate-making and cost recovery processes, we recognize a regulatory asset or liability to defer losses or gains from derivative activity until settlement of the associated derivative instrument.

As of March 31, 2022, OTP had outstanding pay-fixed, receive-variable swap agreements with an aggregate notional amount of 156,800 megawatt-hours of electricity, which will be settled periodically throughout 2022 and 2023. As of March 31, 2022, the fair value of these derivative instruments was $4.2 million, which is included in other current assets, and $0.2 million, which is included in other noncurrent liabilities, on the consolidated balance sheets. As of December 31, 2021, the fair value of these types of derivative contracts was $6.2 million, which is included in other current assets. During the three months ended March 31, 2022, contracts matured and ~~2020.~~were settled in an aggregate amount of $2.8 million.

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~~13.~~15. Fair Value Measurements

The following tables present our assets and liabilities measured at fair value on a recurring basis as of March 31, ~~2021~~2022 and December 31, ~~2020~~2021 classified by the input method used to measure fair value:


		Level 1		Level 2		Level 3			Level 1		Level 2		Level 3

March 31, 2021
March 31, 2022								March 31, 2022
Assets:								Assets:
Investments:	Investments:							Investments:
Money Market Funds	Money Market Funds	$	1,862	$	—	$	—	Money Market Funds	$	1,893	$	—	$	—
Mutual Funds	Mutual Funds	5,141		—		—		Mutual Funds	6,285		—		—
Corporate Debt Securities	Corporate Debt Securities	—		2,401		—		Corporate Debt Securities	—		1,367		—
Government-Backed and Government-Sponsored Enterprises’ Debt Securities	Government-Backed and Government-Sponsored Enterprises’ Debt Securities	—		6,808		—		Government-Backed and Government-Sponsored Enterprises’ Debt Securities	—		7,592		—
Derivative Instruments								Derivative Instruments	—		4,179		—
Total Assets	Total Assets	$	7,003	$	9,209	$	—	Total Assets	$	8,178	$	13,138	$	—
December 31, 2020
Liabilities:								Liabilities:
Derivative Instruments								Derivative Instruments	$	—	$	198	$	—
Total Liabilities								Total Liabilities	$	—	$	198	$	—

December 31, 2021								December 31, 2021
Assets:								Assets:
Investments:	Investments:							Investments:
Money Market Funds	Money Market Funds	$	4,075	$	—	$	—	Money Market Funds	$	949	$	—	$	—
Mutual Funds	Mutual Funds	1,662		—		—		Mutual Funds	5,432		—		—
Corporate Debt Securities	Corporate Debt Securities	—		2,627		—		Corporate Debt Securities	—		1,333		—
Government-Backed and Government-Sponsored Enterprises’ Debt Securities	Government-Backed and Government-Sponsored Enterprises’ Debt Securities	—		6,633		—		Government-Backed and Government-Sponsored Enterprises’ Debt Securities	—		7,869		—
Derivative Instruments								Derivative Instruments	—		6,214		—
Total Assets	Total Assets	$	5,737	$	9,260	$	—	Total Assets	$	6,381	$	15,416	$	—

Level 1 fair value measurements are based on quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access at the measurement date.

The level 2 fair value measurements for ~~Government-Backed~~government-backed and ~~Government-Sponsored Enterprises’~~government-sponsored enterprises and ~~Corporate Debt Securities~~corporate debt securities are determined on the basis of valuations provided by a third-party pricing service which utilizes industry accepted valuation models and observable market inputs to determine valuation. Some valuations or model inputs used by the pricing service may be based on broker quotes.

The level 2 fair value measurements for derivative instruments are determined by using inputs such as forward electric commodity prices, adjusted for location differences. These inputs are observable in the marketplace throughout the full term of the instrument, can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace.

In addition to assets recorded at fair value on a recurring basis, we also hold financial instruments that are not recorded at fair value in the consolidated balance sheets but for which disclosure of the fair value of these financial instruments is provided. The following reflects the carrying value and estimated fair value of these assets and ~~(liabilities)~~liabilities as of March 31, ~~2021~~2022 and December 31, ~~2020:~~2021:


		March 31, 2021				December 31, 2020					March 31, 2022				December 31, 2021
(in thousands)	(in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value		(in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value

Assets:										Assets:
Cash and Cash Equivalents	Cash and Cash Equivalents	$	1,212	$	1,212	$	1,163	$	1,163	Cash and Cash Equivalents	$	1,371	$	1,371	$	1,537	$	1,537
Total										Total	1,371		1,371		1,537		1,537
Liabilities:										Liabilities:
Short-Term Debt	Short-Term Debt	(134,851)		(134,851)		(80,997)		(80,997)		Short-Term Debt	97,770		97,770		91,163		91,163
Long-Term Debt	Long-Term Debt	(764,426)		(839,942)		(764,519)		(858,455)		Long-Term Debt	764,064		781,531		763,997		878,272
Total										Total	$	861,834	$	879,301	$	855,160	$	969,435

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The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash Equivalents: The carrying amount approximates fair value because of the short-term maturity of those instruments.

Short-Term Debt: The carrying amount approximates fair value because the debt obligations are short-term and the balances outstanding are subject to variable rates of interest which reset frequently, a Level 2 fair value input.

Long-Term Debt: The fair value of long-term debt is estimated based on current market indications for borrowings of similar maturities, a Level 2 fair value input.

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ITEM 2.			MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our interim financial statements and the related notes appearing under Item 1 of this Quarterly Report on Form 10-Q, and our annual financial statements and the related notes along with the discussion and analysis of our financial condition and results of operations contained in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Otter Tail Corporation and its subsidiaries form a diverse group of businesses with operations classified into three segments: Electric, Manufacturing and Plastics. Our Electric business is a vertically integrated, regulated utility with generation, transmission and distribution facilities to serve our customers in western Minnesota, eastern North Dakota and northeastern South Dakota. Our Manufacturing segment provides metal fabrication for custom machine parts and metal components and manufactures extruded and thermoformed plastic products. Our Plastics segment manufactures PVC pipe for use in, among other applications, municipal and rural water, wastewater, and water reclamation projects.

COVID-19

We continue to monitor the progression of ~~the novel coronavirus (COVID-19)~~COVID-19 and its impact on our ~~businesses, employees, customers, construction contractors and vendors.~~business. As this pandemic continues, we are following the directives and advice of government leaders and medical professionals and have adopted practices to help curtail the spread of the virus and mitigate its impact on our employees, customers, vendors and other business partners, and communities ~~employees, construction contractors, customers~~in which we live and business operations. Our Electric segment business provides a critical service to our customers and our manufacturing businesses provide products and support to critical infrastructure industries. We continue to operate our businesses in a manner that is safe for our employees and our customers.work.

~~Beginning in March 2020, COVID-19 and~~While the resulting economic conditions negatively impacted operating results of our Manufacturing segment as customer demand declined significantly in the second quarter of 2020. Sales volumes strengthened in the third and fourth quarters of 2020 due to strong recreational vehicle and lawn and garden end-market demand. Our Electric and Plastics segments operating results were also impacted in 2020. Within our Electric segment, we experienced reduced demand from commercial and industrial customers and increased costs for bad debts. In our Plastics segment, we experienced lower sales volumes in the second quarter of 2020 as distributors of our products reduced inventory levels given the uncertainty of the potential impact of COVID-19. Sales volumes recovered and gross profit margins increased in the third and fourth quarters of 2020 due to increase demand and concerns of supply disruptions.

~~The~~ impact of COVID-19 ~~and~~did not materially impact our operating results in 2021 or the ~~resulting macroeconomic conditions on our business and financial results have begun to ease. However,~~first quarter of 2022, uncertainty remains regarding the magnitude and duration of the pandemic and the resulting potential future financial effects. ~~We expect demand from commercial~~Increased infection rates and ~~industrial customers~~any future responses to mitigate the spread of the virus, including any potential vaccination mandates that would apply to our employees, could impact our business and ~~bad debt expense levels within~~ our ~~Electric segment to be impacted during 2021, and customer demand within our Manufacturing and Plastics segments could be disrupted as the pandemic evolves.~~

financial results in future periods. We continue to monitor developments involving our workforce, customers, construction contractors, suppliers and vendors, and the financial effects on our business. However, due to the unprecedented and evolving nature of this pandemic, we cannot predict the full extent of the impact COVID-19 will have on our operating results, financial condition and liquidity.

RESOURCE MATERIAL AVAILABILITY AND PRICING

The cost of steel and PVC resin, two key material inputs to our Manufacturing and Plastics segments, respectively, significantly impacted our operating results in the first quarter of 2022.

Steel prices increased rapidly throughout 2021 and remained elevated in the first quarter of 2022. The increase in steel prices has led to increased sale prices for our products at BTD Manufacturing, Inc. (BTD), our metal fabrication business within our Manufacturing segment, as we passed along material cost increases to our customers. Consistent with steel prices, scrap metal prices also increased throughout 2021 and remained elevated in the first quarter of 2022. Steel costs remain elevated as mill prices and supply chain costs remain significantly higher than historical levels. While steel costs are expected to moderate through 2022, they are expected to remain historically high through the year. Scrap metal prices are also expected to moderate throughout the year.

PVC resin is the primary material input of the PVC pipe manufactured by our Plastics segment businesses. Resin supply disruptions throughout 2021, along with robust domestic and global demand for PVC resin, led to significantly increased resin prices. Resin supply disruptions also resulted in reduced manufacturing of PVC pipe and low pipe inventories across the industry. The combination of disrupted PVC resin supply and the resulting low PVC pipe inventories along with robust demand for PVC pipe led to rapidly increasing sale prices for PVC pipe throughout 2021, which continued in the first quarter of 2022. The increase in sale prices has outpaced the increase in PVC resin costs, leading to expanding gross profit margins and a significant increase in earnings in our Plastics segment. While PVC resin supplies have improved, the price of PVC resin is now increasing again, driven by rising feedstock prices from energy supply disruptions resulting from the conflict in Ukraine. This has created an environment for U.S. resin producers to raise domestic prices and a strengthening of the export markets for PVC resin. In addition, beginning in the second half of 2021 and continuing in the first quarter of 2022, supply constraints for additives and other ingredients aside from PVC resin used to manufacture PVC pipe prevented PVC pipe manufacturers from being able to build inventory levels.

We currently expect the unique market dynamics we experienced in 2021 and the first quarter of 2022 to continue through the second quarter of 2022, but begin to subside in the second half of 2022 due to anticipated resin price declines and slowing demand, thus impacting our gross profit margins. Should current market conditions continue through the second half of 2022, our Plastics segment financial results could exceed current expectations.

The marketplace dynamics impacting both our Manufacturing and Plastics segments are fluid and subject to change which may impact our operating results prospectively.


RESULTS OF OPERATIONS – QUARTER TO DATE

Provided below is a summary and discussion of our operating results on a consolidated basis followed by a discussion of the operating results of each of our ~~segments,~~segments: Electric, Manufacturing and Plastics. ~~Intersegment transactions were not material in 2021 or 2020.~~ In addition to the segment results, we provide an overview of our Corporate costs. Our Corporate costs do not constitute a reportable segment but rather consist of unallocated general corporate expenses, such as corporate staff and overhead costs, the results of our captive insurance company and other items excluded from the measurement of segment performance. Corporate costs are added to operating segment totals to reconcile to totals on our consolidated statements of income.

Table of Contents

CONSOLIDATED RESULTS

The following table summarizes ~~our~~ consolidated operating results ~~of operations~~ for the three months ended March 31, ~~2021~~2022 and ~~2020:~~
(in thousands) 2021 2020 $ change % change
Operating Revenues $ 261,710 $ 234,747 $ 26,963 11.5 %
Operating Expenses 217,511 195,458 22,053 11.3
Operating Income 44,199 39,289 4,910 12.5
Interest Charges 9,398 8,123 1,275 15.7
Nonservice Cost Components of Postretirement Benefits 383 871 (488) (56.0)
Other Income 1,160 (389) 1,549 (398.2)
Income Before Income Taxes 35,578 29,906 5,672 19.0
Income Tax Expense 5,249 5,638 (389) (6.9)
Net Income $ 30,329 $ 24,268 $ 6,061 25.0 %
2021:


(in thousands)	2022		2021		$ change		% change

Operating Revenues	$	374,904	$	261,710	$	113,194	43.3	%
Operating Expenses	276,605		217,511		59,094		27.2
Operating Income	98,299		44,199		54,100		122.4
Interest Charges	8,948		9,398		(450)		(4.8)
Nonservice Cost Components of Postretirement Benefits	(22)		383		(405)		(105.7)
Other Income	260		1,160		(900)		(77.6)
Income Before Income Taxes	89,633		35,578		54,055		151.9
Income Tax Expense	17,630		5,249		12,381		235.9
Net Income	$	72,003	$	30,329	$	41,674	137.4	%

Operating Revenues increased ~~$27.0~~$113.2 million primarily due to rising PVC pipe prices within our Plastics segment and increased material ~~cost~~costs leading to increased sales prices in our Manufacturing segment. ~~Operating~~Increased retail revenues partially offset by decreased wholesales revenues within our Electric segment also ~~increased, primarily as a result~~contributed to higher operating revenues in the first quarter of ~~increased transmission and wholesale electric revenues.~~2021 compared to the same period last year. See our segment disclosures below for additional discussion of items impacting operating revenues.

~~Table of~~ ~~Contents~~

Operating Expenses increased ~~$22.1~~$59.1 million primarily due to increased costs of products sold in our Plastics and Manufacturing segments due to increased raw material ~~costs in each segment.~~costs. Operating expenses in our Electric segment increased primarily due to higher ~~depreciation~~operating and ~~amortization expense arising from our recent rate base investments.~~maintenance expenses and increased purchased power costs. See our segment disclosures below for additional discussion of items impacting operating expenses.

Interest Charges ~~increased $1.3 million mostly due to:~~

•Adecreased $0.5 million ~~increase in interest expense related to OTP long-term debt issuances of $35 million in February 2020 and $40 million in August 2020.~~

•~~A $0.3 million reduction in capitalized interest at OTP related to the completion and start up of Astoria Station in the first quarter of 2021.~~

•~~A $0.4 million increase in corporate interest expense~~ due to a ~~higher~~decrease in the interest rate on our $140.0 million of fixed-rate long-term debt that was refinanced in December 2021, and a lower level of average short-term borrowings ~~between the quarters as well as an increase~~outstanding in ~~the cost of borrowing.~~2022 compared to 2021.

Nonservice Cost Components of Postretirement Benefitsdecreased ~~$0.5~~$0.4 million ~~due to a change in how prescription drug coverage is provided to retirees and~~primarily due to the ~~impact on nonservice costs~~amortization of ~~a 70 basis point drop~~actuarial gains resulting from the increase in the discount ~~rate from 2020~~rates used to measure our pension benefit and postretirement benefit liabilities as of December 31, 2021.

Other Income ~~increased $1.5~~decreased $0.9 million primarily due to ~~increases in the cash values of~~investment losses on our corporate-owned life insurance policies ~~and captive insurance company investments in~~during the first quarter of ~~2021~~2022 compared to ~~losses in value~~investment gains in the ~~first quarter~~same period of ~~2020.~~the previous year.

Income Tax Expense ~~decreased $0.4~~increased $12.4 million ~~despite a $5.7 million increase in~~primarily due to increased income before income ~~taxes primarily due to PTCs earned~~taxes. Our effective tax rate was 19.7% in the first quarter of ~~2021 from our Merricourt wind farm, which was placed in service in the fourth quarter of 2020. Our effective tax rate was~~2022 and 14.8% in the first quarter of ~~2021~~2021. The increase in our effective tax rate was driven by an increase in our income before income taxes without a corresponding increase in tax credits and ~~18.9% in the first quarter of 2020.~~other permanent differences that impact our effective tax rate. See Note 8 to our consolidated financial statements included in this ~~report~~Quarterly Report on Form 10-Q for additional information regarding factors impacting our effective tax rate in ~~2021~~2022 and ~~2020.~~2021.

ELECTRIC SEGMENT RESULTS

The following table summarizes ~~the results of operations for our~~ Electric segment operating results for the three months ended March 31, ~~2021~~2022 and ~~2020:~~2021:


(in thousands)	(in thousands)	2021		2020		$ change		% change		(in thousands)	2022		2021		$ change		% change

Retail Sales Revenue		$	105,706	$	106,603	$	(897)	(0.8)	%
Retail Revenues										Retail Revenues	$	113,639	$	105,706	$	7,933	7.5	%
Transmission Services Revenues	Transmission Services Revenues	11,944		10,841		1,103		10.2		Transmission Services Revenues	12,556		11,944		612		5.1
Wholesale Revenues	Wholesale Revenues	4,507		876		3,631		414.5		Wholesale Revenues	2,463		4,507		(2,044)		(45.4)
Other Electric Revenues	Other Electric Revenues	1,542		1,556		(14)		(0.9)		Other Electric Revenues	1,758		1,542		216		14.0
Total Operating Revenue		123,699		119,876		3,823		3.2
Total Operating Revenues										Total Operating Revenues	130,416		123,699		6,717		5.4
Production Fuel	Production Fuel	14,714		13,735		979		7.1		Production Fuel	14,853		14,714		139		0.9
Purchased Power	Purchased Power	19,260		18,830		430		2.3		Purchased Power	20,529		19,260		1,269		6.6
Operation and Maintenance Expenses		41,421		40,615		806		2.0
Operating and Maintenance Expenses										Operating and Maintenance Expenses	44,278		41,421		2,857		6.9
Depreciation and Amortization	Depreciation and Amortization	17,308		15,676		1,632		10.4		Depreciation and Amortization	18,382		17,308		1,074		6.2
Property Taxes	Property Taxes	4,320		4,100		220		5.4		Property Taxes	4,432		4,320		112		2.6
Operating Income	Operating Income	$	26,676	$	26,920	$	(244)	(0.9)	%	Operating Income	$	27,942	$	26,676	$	1,266	4.7	%

											2022		2021		change		% change

Electric kilowatt-hour (kwh) Sales (in thousands)	Electric kilowatt-hour (kwh) Sales (in thousands)									Electric kilowatt-hour (kwh) Sales (in thousands)
Retail kwh Sales	Retail kwh Sales	1,348,519		1,429,910		(81,391)		(5.7)	%	Retail kwh Sales	1,515,297		1,348,519		166,778		12.4	%
Wholesale kwh Sales – Company Generation	Wholesale kwh Sales – Company Generation	80,423		38,924		41,499		106.6		Wholesale kwh Sales – Company Generation	66,187		80,423		(14,236)		(17.7)
Heating Degree Days	Heating Degree Days	3,078		3,272		(194)		(5.9)		Heating Degree Days	3,821		3,078		743		24.1
Cooling Degree Days		—		—		—		—

~~Results~~

Table of ~~operations for the~~Contents

The operating results of our Electric segment are impacted by fluctuations in weather conditions and the resulting demand for electricity for heating and cooling. The following table shows heating degree days as a percent of ~~normal.~~normal for the three months ended March 31, 2022 and 2021.

2021 2020
Heating Degree Days 89.5 % 95.6 %


	2022		2021

Heating Degree Days	111.8	%	89.5	%

The following table summarizes the estimated effect on diluted earnings per share of the difference in retail kwh sales under actual weather conditions and expected retail kwh sales under normal weather conditions in ~~2021~~2022 and ~~2020,~~2021, and between years.

2021 vs
Normal
2021 vs
2020
2020 vs
Normal
Effect on Diluted Earnings Per Share $ (0.04) $ (0.02) $ (0.02)


	2022 vs Normal		2022 vs 2021		2021 vs Normal

Effect on Diluted Earnings Per Share	$	0.04	$	0.08	$	(0.04)

Retail ~~Sales Revenue~~Revenues ~~decreased $0.9~~increased $7.9 million ~~driven by:~~

~~Table of~~ ~~Contents~~

•~~A $2.8 million decrease in retail revenue mainly~~primarily due to ~~decreased kwh sales to commercial and industrial customers, exclusive of~~ the ~~impact of milder weather on sales, due to ongoing impacts of COVID-19 on first quarter 2021 kwh sales. COVID-19 did not impact electric revenues in the first quarter of 2020.~~following:

•A ~~$1.5~~$4.4 million ~~decrease~~increase in ~~fuel recovery revenue mainly due to credits provided to customers~~revenues from ~~increased margins on wholesale kwh sales and a 5.7% reduction in retail kwh sales between~~ the ~~quarters.~~

•~~A $0.9 million decrease in retail revenues related to decreased consumption due to milder~~favorable impact of weather in the first quarter of ~~2021~~2022 compared ~~with~~to the ~~first quarter of 2020, evidenced by~~same period last year.

•A $3.6 million increase in fuel recovery revenues primarily due to increased production fuel and purchase power costs and a ~~5.9%~~ decrease in ~~heating-degree days between the quarters.~~credits provided to retail customers from decreased margins recognized on wholesale sales.

~~These decreases in revenue were partially offset by:~~

•A $2.3 million increase in ~~new~~ retail ~~revenues, net of an estimated refund, related to an interim rate increase in Minnesota effective January 1, 2021 in connection with OTP's current Minnesota rate case filed in November 2020.~~sales volumes from commercial and industrial customers.

•A ~~$0.7~~$2.4 million ~~increase~~decrease in ~~conservation rider revenues related to the recovery of increased conservation improvement program spending~~interim rate revenue in Minnesota ~~and South Dakota.~~

•~~A $0.5 million~~as a result of our April 2021 filing with the MPUC in which we lowered our requested net annual revenue increase, in renewable rider revenues in North Dakota related to recovery of Merricourt operating expenses and returns on increased investment in the project, which was placed in service in the fourth quarter of 2020.

•~~A $0.5 million increase in retail revenue~~primarily due to a ~~positive price variance resulting~~reduction in operating costs from ~~varying kwh sales to customers under different tariffs.~~

•~~A $0.3 million net increase~~amounts included in ~~North Dakota and South Dakota generation, transmission and phase-in rider revenues related to the recovery of Astoria Station and transmission project costs.~~

~~Transmission Services Revenues~~ increased $1.1 million due to increases of $0.7 million in generator interconnection revenues under two new agreements which began billing after the first quarter of 2020 and $0.4 million in Midcontinent Independent System Operator. Inc. (MISO) transmission services tariff revenues.our original filing.

Wholesale ~~Electric Revenue~~Revenues ~~increased $3.6~~decreased $2.0 million as a result of a ~~106.6% increase~~18% decrease in wholesale ~~kwh~~ sales volumes and a ~~149% increase~~34% decrease in wholesale ~~electric~~prices. Wholesale energy sales in the first quarter of 2021 were comparatively higher due to high prices driven by high market demand and availability constraints ~~during the February 2021 cold weather,~~caused by winter storm activity, which drove up spot market prices for electricity.

Production Fuel costs increased ~~$1.0~~$0.1 million ~~mainly~~ as a result of increased fuel cost per kwh, which was largely offset by a ~~16.2% increase~~15% decrease in kwhs generated from our fuel-burning plants due to ~~higher demand and favorable prices for energy~~the retirement of our coal-burning Hoot Lake Plant in wholesale markets. Fuel costs per kwh of generation decreased 7.8% at our fuel-burning plants as a result of increased efficiencies at higher and longer-sustained levels of generation. Fuel costs per kwh of generation including renewable generation decreased 15.4% as a result of Merricourt being added to our generation mix in December 2020.May 2021.

Purchased Power costs to serve retail customers increased ~~$0.4~~$1.3 million asprimarily due to a ~~result of a 26.6%~~59% increase in the volume of purchased power ~~prices,~~resulting from the retirement of Hoot Lake Plant and increased demand due to cold weather, partially offset by a ~~19.2%~~ decrease in ~~kwhs purchased. The increase in kwh prices mainly was driven by high market demand for electricity and availability constraints caused by~~ the ~~February 2021 cold weather.~~price of purchased power.

Operating and Maintenance Expense increased ~~$0.8~~$2.9 million ~~mainly~~ due ~~to:~~

•~~$1.2 million in Merricourt~~to increased operating and maintenance ~~expenses incurred~~costs as a result of Merricourt and Astoria Station because the facilities were fully operational in the first quarter of ~~2021 as~~2022 and were ramping up in the ~~wind farm is now commercially operational.~~

•~~A $0.7 million increase in conservation improvement program expenditures, which are being recovered through retail rate riders in Minnesota~~previous year because they had recently been placed into service; increased incentive compensation costs related to current year financial and ~~South Dakota.~~

operational performance; increased travel costs resulting from eased COVID restrictions; and increased insurance costs. These ~~increases in expense~~increased costs were partially offset ~~by:~~

•~~A $0.6 million~~by a decrease in ~~steam generation plant maintenance and operating expenses.~~

•~~A $0.5 million decrease in bad debt expense due~~CIP expenses as CIP spending decreased compared to ~~improved customer collections in~~ the ~~first quarter of 2021.~~previous year.

Depreciation and Amortization expense increased ~~$1.6~~$1.1 million primarily due to ~~Merricourt going into~~Astoria Station being placed in service in ~~December~~February of ~~2020.~~2021.

~~Property Taxes~~ ~~increased $0.2 million due to property additions and increased valuations on existing property.~~

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MANUFACTURING SEGMENT RESULTS

The following table summarizes ~~the results of operations for our~~ Manufacturing segment operating results for the three months ended March 31, ~~2021~~2022 and ~~2020:~~2021:


(in thousands)	(in thousands)	2021		2020		$ change		% change		(in thousands)	2022		2021		$ change		% change

Operating Revenues	Operating Revenues	$	75,825	$	68,479	$	7,346	10.7	%	Operating Revenues	$	104,957	$	75,825	$	29,132	38.4	%
Cost of Products Sold		56,311		50,614		5,697		11.3
Cost of Products Sold (excluding depreciation)										Cost of Products Sold (excluding depreciation)	86,161		56,311		29,850		53.0
Other Operating Expenses	Other Operating Expenses	8,212		7,278		934		12.8		Other Operating Expenses	8,847		8,212		635		7.7
Depreciation and Amortization	Depreciation and Amortization	3,757		3,746		11		0.3		Depreciation and Amortization	4,014		3,757		257		6.8
Operating Income	Operating Income	$	7,545	$	6,841	$	704	10.3	%	Operating Income	$	5,935	$	7,545	$	(1,610)	(21.3)	%

Operating Revenues increased ~~$7.3~~$29.1 million primarily due to ~~the following:~~

•~~At BTD, revenues increased $6.2~~a $29.3 million ~~consisting of $4.4 million~~increase in material ~~cost increases~~costs at BTD, which are passed through to customers, as a result of higher steel prices. Steel prices increased rapidly throughout 2021 and ~~$1.8 million in volume and price increases. The volume increase was driven by stronger sales~~remained elevated in the ~~recreational vehicle, agricultural, lawn and garden and construction end markets offset,~~first quarter of 2022, which resulted in ~~part, by a decline in sales primarily in the energy end market. Scrap~~increased revenues as we sell through high-priced inventory. Operating revenues also increased ~~$1.5 million mostly~~slightly due to price increases ~~in scrap metal prices, but also due~~related to ~~increases in scrap volumes from increased sales and production activity. These increases in revenue were, partially offset by lower tooling and other revenues.~~

•~~At T.O. Plastics, revenues increased $0.4 million. A $1.0 million~~inflationary costs being experienced across the business. The increase in ~~horticultural product sales~~operating revenues was partially offset by ~~decreases~~a 5% decrease in ~~industrial, life sciences~~sales volumes. End market demand has remained strong, however, supply chain disruptions experienced by our OEM customers have led to unpredictable shipments of products as customers have delayed or adjusted their shipment timing in response to other supply chain challenges they are experiencing, which has negatively impacted our sales volumes. Increases in sales prices and ~~other product sales totaling $0.6 million.~~volumes at T.O. Plastics, due to strong customer demand in the horticulture sector, also contributed to the segment increase in operating revenues.

Cost of Products Sold increased ~~$5.7~~$29.9 million primarily due to higher material, labor and freight costs at BTD. The increase in material cost was largely driven by increased steel prices as mentioned above. The increases in labor and freight costs, and lower productivity resulted in lower gross profit margins compared to the ~~following:~~same period in 2021. Aligning labor with unpredictable demand led to lower production efficiency which had a

•Table of Contents~~Cost~~

negative impact on gross profit margins. Increases in sales volumes at T.O. Plastics also impacted costs of products sold, ~~at BTD~~and gross profit margins were negatively impacted by product mix and increased ~~$5.9 million as a result of higher material prices~~maintenance and ~~sales-volume-driven increases in material and labor~~freight costs.

•Cost of products sold at T.O. Plastics decreased $0.2 million due to lower material costs resulting from a higher mix of product sales utilizing reclaimed material and the reduction in industrial and life sciences product sales, which more than offset increases in material costs on increased horticultural product sales.

Other Operating Expenses increased ~~$0.9 million. Operating expenses at BTD increased $0.5~~$0.6 million ~~mainly~~ due to increases in ~~operating expenses. Operating expenses at T.O. Plastics increased $0.4 million, mainly~~various cost categories including salaries and wages, due to ~~recognition of an expense reduction of $0.6 million related~~increases in headcount compared to ~~insurance settlement proceeds received in~~ the ~~first quarter of 2020.~~

previous year, and software and service provider costs, partially offset by lower incentive compensation.

PLASTICS SEGMENT RESULTS

The following table summarizes ~~the results of operations for our~~ Plastics segment operating results for the three months ended March 31, ~~2021~~2022 and ~~2020:~~2021:


(in thousands)	(in thousands)	2021		2020		$ change		% change		(in thousands)	2022		2021		$ change		% change

Operating Revenues	Operating Revenues	$	62,186	$	46,397	$	15,789	34.0	%	Operating Revenues	$	139,531	$	62,186	$	77,345	124.4	%
Cost of Products Sold		45,666		35,270		10,396		29.5
Cost of Products Sold (excluding depreciation)										Cost of Products Sold (excluding depreciation)	65,598		45,666		19,932		43.6
Other Operating Expenses	Other Operating Expenses	2,944		2,770		174		6.3		Other Operating Expenses	3,964		2,944		1,020		34.6
Depreciation and Amortization	Depreciation and Amortization	990		890		100		11.2		Depreciation and Amortization	1,107		990		117		11.8
Operating Income	Operating Income	$	12,586	$	7,467	$	5,119	68.6	%	Operating Income	$	68,862	$	12,586	$	56,276	447.1	%

Operating Revenues increased ~~$15.8~~$77.3 million primarily due to a ~~34%~~125% increase in the price per pound of PVC pipe ~~sold and a 1.1%~~sold. The increase in ~~pounds of~~sale prices was primarily due to continued strong demand for PVC pipe ~~sold.~~products and limited PVC pipe inventories. The ~~price increase was driven,~~unique supply and demand market conditions in ~~part, by~~the first quarter of 2022 were a continuation of the market dynamics experienced throughout 2021. In the first quarter of 2022, we, along with other PVC pipe manufacturers, experienced supply constraints of additives and other ingredients used to make PVC pipe, which prevented us and others from being able to build inventory levels. PVC resin supply ~~constraints~~disruptions improved during the quarter. Expected declines in the price of PVC resin did not materialize and resin prices continued to increase in March due to ~~resin production plant shutdowns~~increasing feedstock prices and ~~feedstock shortages related to abnormally low temperatures and snowstorms~~stronger than expected export markets. Sales volumes in the ~~Gulf Coast region~~first quarter of 2022 were consistent with sales volumes in the ~~United States in February 2021 and significant global demand for PVC resin and limited pipe inventory across the country.~~ first quarter of 2021.

Cost of ~~products sold~~Products Sold increased ~~$10.4~~$19.9 million primarily due to increased PVC resin and other input material ~~cost increases.~~

~~Cost of Products Sold~~costs, which increased ~~$10.4 million primarily~~52% due to the market conditions described above. Labor, freight and various non-resin material costs also increased ~~PVC resin and other material cost increases.~~from the previous year.

Other Operating Expenses increased ~~$0.2~~$1.0 million ~~as a result of increased incentive benefits directly related~~due to ~~increased profitability.~~increases in various cost categories including compensation costs and sales commissions.

CORPORATE COSTS

The following table summarizes Corporate operating results ~~of operations~~ for the three months ended March 31, ~~2021~~2022 and ~~2020:~~2021:


(in thousands)	(in thousands)	2021		2020		$ change		% change		(in thousands)	2022		2021		$ change		% change

Other Operating Expenses	Other Operating Expenses	$	2,537	$	1,852	$	685	37.0	%	Other Operating Expenses	$	4,395	$	2,537	$	1,858	73.2	%
Depreciation and Amortization	Depreciation and Amortization	71		87		(16)		(18.4)		Depreciation and Amortization	45		71		(26)		(36.6)
Operating Loss	Operating Loss	$	2,608	$	1,939	$	669	34.5	%	Operating Loss	$	4,440	$	2,608	$	1,832	70.2	%

Other Operating Expenses increased ~~$0.7~~$1.9 million ~~mainly as a result of~~primarily due to increased compensation expenses, including stock and incentive compensation, ~~expenses related~~in the first quarter of 2022 which were higher than the amount recognized in the same period in the previous year due to ~~improved performance of the Company's stock quarter over quarter and in its projected returns on equity.~~our current year financial performance.

~~Table of~~ ~~Contents~~


REGULATORY RATE MATTERS

The following provides a summary of general rate case filings, ~~and~~ rate rider filings and other regulatory filings that have or are expected to have a material impact on our operating results, financial position or cash flows.

GENERAL RATES

Minnesota Rate Case: On November 2, 2020, OTP filed a request with the MPUC for an increase in revenue recoverable ~~under general~~through base rates in Minnesota. In its filing, OTP requested a net increase in annual revenue of approximately $14.5 million, or 6.77%, based on an allowed rate of return on rate base of 7.59% and an allowed rate of return on equity of 10.20% on an equity ratio of 52.5% of total capital. Through this proceeding, OTP ~~has~~had proposed changes to the mechanism of cost recovery, with some costs moving from riders into base rates and fuel, purchased power, and conservation program costs moving out of base rates and into riders. The filing also included a revenue decoupling mechanism proposal. Such mechanisms are designed to separate a utility's revenue from changes in energy sales. The decoupling mechanism uses a tracker balance inthrough which authorized customer margins are subject to a true-up mechanism to maintain or cap a given level of revenues.

On December 3, 2020, the MPUC approved an interim annual rate increase of $6.9 million, or 3.2%, effective January 1, 2021. This approval was provided after an alternative recovery proposal was submitted by OTP which, among other changes, requested the extension of depreciable lives of certain wind-related assets and ~~deferred~~proposed deferral of certain cost recovery decisions to the final rate determination. In the aggregate, this alternative recovery proposal reduced operating costs and delayed recovery of certain other costs by approximately $7.0 million to lessen the interim rate impact on customers.

In a filing submitted to the MPUC on April 30, 2021, OTP lowered its initially requested net annual revenue increase from ~~its initial request of~~ $14.5 million to $8.2 million, primarily due to a reduction in operating costs from amounts included in its November 2020 filing. ~~The~~Among other items, the cost reductions ~~include, among other items,~~included lower depreciation expense on our wind generation assets due to the extension of depreciable lives from 25 to 35 years and a reduction in postretirement benefit costs.

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On February 1, 2022, the MPUC issued its written order. The key provisions of the order include a revenue requirement of $209.0 million, based on a return on rate base of 7.18% and an allowed return on equity of 9.48% on an equity ratio of 52.5%. The order also authorizes recovery of our remaining Hoot Lake Plant net asset over a five-year period, and approves the requested decoupling mechanism for most residential and commercial customer rate groups with a cap of 4% of annual base revenues.

On March 8, 2022, OTP filed its final rate case compliance filing, which included final revenue calculations, rate design and resulting tariff revisions, along with a proposal for interim rate refunds. The final calculations included a revision to the calculation of interim rates. If approved by the MPUC, this revision could increase interim revenues in the period the filing is approved by an amount of approximately $4.0 million. We expect the MPUC will issue its order and implement final rates in mid-2022.

RATE RIDERS

The following table includes a summary of pending and recently concluded rate rider proceedings:

Recovery

Filing

Amount

Effective

Mechanism

Jurisdiction

Status

Date

(in millions)

Date

Notes

~~RRR~~CIP - ~~2019~~2022

Requested

04/01/22

10.8

10/01/22

Includes recovery of energy conservation improvement costs as well as a demand side management financial incentive.

CIP - 2021

Approved

~~06/21/19~~04/01/21

~~12.5~~9.4

12/01/~~01/20~~

~~Includes return on Merricourt construction costs.~~

~~TCR - 2018~~

~~Approved~~

~~05/07/20~~

~~10.3~~

~~01/21/20~~

~~See below for additional details.~~

~~TCR - 2020~~

~~Approved~~

~~08/31/20~~

~~5.6~~

~~01/21/20~~21

Includes recovery of ~~new transmission assets.~~

~~RRR - 2020~~

~~Approved~~

~~03/18/20~~

~~5.8~~

~~04/01/20~~

~~Includes return on Merricourt construction costs.~~

~~GCR - 2020~~

~~Approved~~

~~06/10/20~~

~~6.2~~

~~07/01/20~~

~~Includes return on Astoria Station construction costs.~~energy conservation improvement costs as well as a demand side management financial incentive.

TCR - 2021

NDMN

~~Approved~~Requested

11/~~18/20~~

~~5.6~~

~~01/01/~~23/21

~~Includes recovery of eight new transmission projects.~~

~~TCR - 2020~~7.2

~~Approved~~

07/01/~~29/20~~

~~2.3~~

~~03/02/20~~

~~Annual update to transmission cost recovery rider.~~

~~PIR - 2020~~

~~Approved~~

~~05/31/20~~

~~1.6~~

~~09/01/20~~

~~Includes return on Merricourt and Astoria Station construction costs.~~

~~TCR - 2021~~

~~Approved~~

~~02/19/21~~

~~2.2~~

~~03/01/21~~22

Includes recovery of two new transmission projects.

RRR - 2021

Requested

12/06/21

7.0

07/01/22

Includes return on Hoot Lake Solar construction costs and costs associated with the acquisition of the Ashtabula III wind farm.

RRR - 2021

Approved

03/07/21

11.8

04/01/21

Includes ~~return on~~recovery of Merricourt ~~construction~~investment and operating costs.

~~GCG~~RRR - 2022

Approved

01/05/22

7.8

04/01/22

Includes Merricourt recovery, the proposed purchase of Ashtabula III and credits related to deferred taxes and production tax credits.

TCR - 2021

~~Requested~~Approved

09/15/21

6.1

01/01/22

Includes recovery of three new transmission projects/programs.

TCR - 2020

Approved

11/18/20

5.6

01/01/21

Includes recovery of eight new transmission projects.

GCR - 2021

Approved

03/01/21

5.2

—

07/01/21

Includes recovery of Astoria Station, net of anticipated savings associated with the retirement of Hoot Lake Plant.

GCR - 2022

Requested

03/01/22

3.3

07/01/22

Annual update to generation cost recovery rider.

TCR - 2020

Approved

01/29/20

2.3

03/02/20

Annual update to transmission cost recovery rider.

TCR - 2021

Approved

10/29/21

2.2

03/01/22

Annual update to transmission cost recovery rider.

TCR - 2021

Approved

02/19/21

2.2

03/01/21

Includes recovery of two new transmission projects.

~~Minnesota TCR.~~ INTEGRATED RESOURCE PLAN

On ~~May~~September 1, ~~2017, the MPUC ordered~~2021, OTP ~~to include~~filed its 2022 Integrated Resource Plan (IRP) concurrently with regulators in the ~~TCR rider retail rate base the~~three states where OTP operates, Minnesota, ~~jurisdictional share~~North Dakota and South Dakota. The 2022 IRP includes OTP’s preferred plan for meeting customers’ anticipated capacity and energy needs while maintaining system reliability and low electric service rates.

The components of OTP's ~~investments~~preferred plan include:

–the addition of dual fuel capability at our Astoria Station natural gas plant;

–the addition of 150 megawatts of solar generation in ~~certain transmission assets~~2025;

–the addition of 100 megawatts of wind generation in 2027;

–the commencement of the process of withdrawing from our 35 percent ownership interest in Coyote Station, a jointly owned, coal-fired generation plant, by December 31, 2028; and ~~all revenues received from other utilities under MISO's tariffed rates~~

–the addition of 50 megawatts of solar generation in 2033.

Although the 2022 IRP includes planned actions beyond 2026, regulators will not act upon or approve planned actions in periods beyond 2026 as part of our 2022 IRP filing.

Subject to regulatory approval, the preferred plan proposes to create a regulatory asset as a ~~credit in its TCR revenue requirement calculations. The order had~~vehicle to recover costs related to a future withdrawal from Coyote Station, including the ~~effect of diverting interstate wholesale revenues that have been approved by the FERC to offset the FERC-approved expenses, effectively reducing OTP's recovery of FERC-approved expense levels.~~

~~On August 18, 2017, OTP filed an appeal~~net book value of the ~~MPUC order~~plant on the withdrawal date, anticipated decommissioning costs and any required costs incurred as a result of an early termination of the existing lignite sales agreement, under which Coyote Station acquires all of its lignite coal from a nearby mine. As part of the filing, OTP developed an estimate of the reasonably foreseeable costs of withdrawing from Coyote Station at the end of 2028 of $68.5 million. These costs may differ from actual results due to the uncertainty and timing of future events associated with the ~~Minnesota Court~~terms and conditions of Appeals to contest the portion of the order requiring OTP to jurisdictionally allocate costs of the FERC transmission projects in the TCR rider. On June 11, 2018, the Minnesota Court of Appeals reversed the MPUC's order. On July 11, 2018 the MPUC filed a petition for review of the decision to the Minnesota Supreme Court, which granted review of the appellate court decision. The Minnesota Supreme Court issued its opinion on April 22, 2020, concluding the MPUC lacked authority to amend an existing TCR rider approved under Minnesota state law to include the costs and revenues associated with these transmission projects and affirming the decision of the Minnesota Court of Appeals.

On October 22, 2020, the MPUC approved OTP's request for a Minnesota TCR rider update with the exclusion of these transmission projects. In addition, the MPUC approved the inclusion of three new projects previously requested in the Minnesota TCR rider eligibility petition. Updated rates went into effect in January 2021. With this decision, one-half of the projected TCR rider tracker balance at December 2020 of $13.4 million will be included in the 2021 TCR rider annual revenue requirement, with the remainder included in the next annual update. The annual updates provide for recovery of approximately $2.6 million in MISO revenues credits to Minnesota customers through the TCR rider prior to September 30, 2020. As a result, OTP recognized additional rider revenue of $2.6 million during the third quarter of 2020.withdrawal.

2223

Table of Contents

We currently anticipate the MPUC, barring any delays in the procedural schedule, will hold deliberations and render a decision on the IRP by the end of 2022. There currently is no procedural schedule established for this IRP by the North Dakota Public Service Commission.


LIQUIDITY

LIQUIDITY OVERVIEW

We believe our financial condition is strong and our cash, other liquid assets, operating cash flows, existing lines of credit, access to capital markets and borrowing ability, because of investment-grade credit ratings, when taken together provide us ample liquidity to conduct our business operations, ~~and~~ fund our short-term and long-term capital expenditure ~~plans.~~plans and satisfy our obligations as they become due. Our liquidity, including our operating cash flows and access to capital markets, can be impacted by macroeconomic factors outside of our ~~control, such as those which may be caused by COVID-19.~~control. In addition, our liquidity could be impacted by non-compliance with covenants under our various debt instruments. As of March 31, ~~2021,~~2022, we were in compliance with all ~~debt~~financial covenants (see the Financial Covenants section under Capital Resources below).

We continue to have sufficient liquidity under our credit facilities to support our business based on the current economic environment. We are closely monitoring our liquidity and capital market conditions given the uncertainty surrounding the impact of COVID-19, which could have an adverse effect on the availability and terms of future debt and equity financing.

The following table presents the status of our lines of credit as of March 31, ~~2021~~2022 and December 31, ~~2020:~~2021:


				2021						2020					2022						2021
(in thousands)	(in thousands)	Line Limit		Amount Outstanding		Letters of Credit		Amount Available		Amount Available		(in thousands)	Line Limit		Amount Outstanding		Letters of Credit		Amount Available		Amount Available

Otter Tail Corporation Credit Agreement		$	170,000	$	78,206	$	—	$	91,794	$	104,834
OTC Credit Agreement												OTC Credit Agreement	$	170,000	$	43,281	$	—	$	126,719	$	147,363
OTP Credit Agreement	OTP Credit Agreement	170,000		56,645		12,671		100,684		140,068		OTP Credit Agreement	170,000		54,489		7,844		107,667		88,315
Total	Total	$	340,000	$	134,851	$	12,671	$	192,478	$	244,902	Total	$	340,000	$	97,770	$	7,844	$	234,386	$	235,678

We have an internal risk tolerance metric to maintain a minimum of $50 million of liquidity under the ~~Otter Tail Corporation~~OTC Credit Agreement. Should additional liquidity be needed, this agreement includes an accordion feature allowing us to increase the amount available to $290 million, subject to certain terms and conditions. The OTP Credit Agreement also includes an accordion feature allowing OTP to increase that facility to $250 million, subject to certain terms and conditions.

CASH FLOWS

The following is a discussion of our cash flows for the three months ended March 31, ~~2021~~2022 and ~~2020:~~2021:


(in thousands)	(in thousands)	2021		2020		(in thousands)	2022		2021

Net Cash Provided by Operating Activities	Net Cash Provided by Operating Activities	$	15,270	$	21,777	Net Cash Provided by Operating Activities	$	45,416	$	15,270

Net Cash Provided by Operating Activities ~~decreased $6.5~~increased $30.1 million for the three months ended March 31, ~~2021~~2022 compared to the three months ended March 31, ~~2020. An~~2021. The increase in ~~net income in 2021 was more than offset~~cash provided by ~~an increase in working capital requirements, which~~operating activities was primarily the result of increased earnings during the year, which was partially offset by increased working capital needs. Our level of working capital increased year over year and was impacted by increased accounts receivables within our Manufacturing and Plastics segments, due to strong sales volumes and significantly increased sales prices ~~during the three months ended March 31, 2021. We made~~in 2022, partially offset by increased accounts payable due to increased material costs in our Manufacturing and Plastics segments in 2022. Operating cash flows were also reduced by a discretionary contribution to our pension plan of ~~$10.0~~$20.0 million during the three months ended March 31, ~~2021~~2022, compared to a contribution of ~~$11.2~~$10.0 million in ~~2020. We do not anticipate making any further discretionary contributions to the pension plan in~~ 2021.


(in thousands)	(in thousands)	2021		2020		(in thousands)	2022		2021

Net Cash Used in Investing Activities	Net Cash Used in Investing Activities	$	49,020	$	75,059	Net Cash Used in Investing Activities	$	31,449	$	49,020

Net Cash Used in Investing Activities decreased ~~$26.0~~$17.6 million for the three months ended March 31, ~~2021~~2022 compared to the three months ended March 31, ~~2020.~~2021. The decrease isin capital expenditures was primarily ~~the result of lower capital investment within~~related to costs incurred in 2021 by OTP to complete our ~~Electric segment as capital spending on our large generation assets, Merricourt and~~ Astoria Station ~~were largely completed~~project, and other one-time projects. Capital investment spending in our Manufacturing and Plastics segments also decreased from the ~~fourth quarter of 2020.~~previous year.


(in thousands)	(in thousands)	2021		2020		(in thousands)	2022		2021

Net Cash Provided by Financing Activities		$	33,799	$	39,967
Net Cash (Used in) Provided by Financing Activities						Net Cash (Used in) Provided by Financing Activities	$	(14,133)	$	33,799

Net Cash (Used in) Provided by Financing Activities decreased ~~$6.2~~$47.9 million for the three months ended March 31, ~~2021~~2022 compared to the three months ended March 31, ~~2020,~~2021, primarily as a result of a decrease in financing needs given the lower level of capital spending in our Electric segment and the increase in ~~2021.~~cash provided by operating activities. Financing activities infor the three months ended March 31, 2022 included net proceeds from short-term borrowings of $6.6 million and dividend payments of $17.2 million. Financing activities for the three months ended March 31, 2021 included a net ~~borrowing increase~~proceeds from short-term borrowings of $53.9 million, ~~under our line of credit facilities~~primarily incurred to fund major construction projects, and a dividend ~~payment~~payments of $16.2 ~~million ($0.39 per share).~~million.

Financing activities in the three months ended March 31, 2020 included proceeds of $35.0 million from the issuance of long-term debt, a net borrowing increase of $13.9 million under our line of credit facilities and $6.2 million in proceeds raised from the issuance of common stock, net of issuance costs. We paid a dividend of $14.9 million ($0.37 per share) in the three months ended March 31, 2020.

~~Table of~~ ~~Contents~~


CAPITAL REQUIREMENTS

Table of Contents

CAPITAL EXPENDITURES

We have a capital expenditure program for expanding, upgrading and improving our plants and operating equipment. Typical uses of cash for capital expenditures in our electric segment are investments in electric generation facilities, including wind and solar investments, environmental upgrades, transmission lines and distribution ~~lines, manufacturing facilities and upgrades, equipment used in the manufacturing process,~~systems, and computer hardware and information systems. Our electric segment capital expenditure program is subject to review and regulatory approval and is revised in light of changes in demands for energy, technology, environmental laws, regulatory changes, business expansion opportunities, the costs of labor, materials and equipment and our financial condition. Our future capital expenditure plans also include investments in manufacturing facilities and facility upgrades, manufacturing equipment additions and upgrades and additional technology assets to be used in our manufacturing operations. Refer to Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, of our Form 10-K for the year ended December 31, ~~2020~~2021 for our capital expenditure plan for the five year period from ~~2021~~2022 through ~~2025.~~2026.

CONTRACTUAL OBLIGATIONS

Our contractual obligations primarily include principal and interest payments due under our outstanding debt obligations, commitments to acquire coal, energy and capacity commitments, payments to meet our postretirement benefit obligations, and payment obligations under land easement and leasing arrangements. Our contractual obligations as of December 31, ~~2020~~2021 are included in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. There were no material changes in our contractual obligations outside of the ordinary course of our business during the three months ended March 31, ~~2021.~~2022.

Off-Balance Sheet Arrangements

As of March 31, 2022, we have outstanding letters of credit totaling $11.0 million, a portion of which reduces our borrowing capacity under our lines of credit. No outstanding letters of credit are reflected in outstanding short-term debt on our consolidated balance sheets. We do not have any other off-balance-sheet arrangements or any relationships with unconsolidated entities or financial partnerships that have, or are reasonably likely to have, a material current or future effect on our financial condition. These entities are often referred to as structured finance special purpose entities or variable interest entities, which are established for the purpose of facilitating off-balance-sheet arrangements or for other contractually narrow or limited purposes. We are not exposed to any financing, liquidity, market or credit risk that could arise if we had such relationships.

COMMON STOCK DIVIDENDS

We paid dividends to our common stockholders totaling ~~$16.2~~$17.2 million, or ~~$0.39~~$0.4125 per share, in the first three months of ~~2021.~~2022. The determination of the amount of future cash dividends to be paid will depend on, among other things, our financial condition, improvement in earnings per share, cash flows from operations, the level of our capital expenditures and our future business prospects. As a result of certain statutory limitations or regulatory or financing agreements, restrictions could occur on the amount of distributions allowed to be made by our subsidiaries. See Note 10 to our consolidated financial statements included in this ~~report~~Quarterly Report on Form 10-Q for additional information. The decision to declare a dividend is reviewed quarterly by our Board of Directors.


CAPITAL RESOURCES

Financial flexibility is provided by operating cash flows, unused lines of credit and access to capital markets, which is aided by strong financial coverages and investment grade credit ratings. ~~Equity or debt~~Debt financing will be required in the five-year period ~~2021~~from 2022 through ~~2025~~2026 to ~~support~~refinance maturing debt and to finance our capital investments. Our financing plans are subject to change and are impacted by our planned level of capital investments, ~~primarily within our Electric segment~~decisions to ~~fund construction of new rate base and transmission investments. In addition, we may issue equity or debt financing to opportunistically~~ reduce borrowings under our lines of credit, to ~~satisfy~~refund or retire early ~~retire~~any of our presently outstanding ~~long-term~~ debt, to complete acquisitions, or to ~~finance potential acquisition opportunities or~~use capital for other corporate purposes.

REGISTRATION STATEMENTS

On May 3, 2021, we filed ~~two registration statements with the SEC. The first statement,~~ a shelf registration ~~allows us to~~statement with the SEC under which we may offer for sale, from time to time, either separately or together in any combination, equity, debt or other securities described in the shelf registration statement. No new debt or equity has been issued pursuant to the registration statement. The registration statement expires in May 2024.

On May 3, 2021, we filed a second registration statement ~~allows~~with the SEC for the issuance of up to 1,500,000 common shares under ~~our~~an Automatic Dividend Reinvestment and a Share Purchase Plan, which provides ~~our common~~ shareholders, retail customers of OTP and other interested investors ~~a method~~methods of purchasing our common shares, by reinvesting their dividends ~~and/~~or making optional cash investments. ~~Share~~Shares purchased under the plan may be ~~new issue~~newly issued common shares or common shares purchased on the open market. ~~Both~~As of March 31, 2022, there was 1,348,716 shares available for purchase or issuance under the plan. The registration ~~statements expire~~statement expires in May 2024.

SHORT-TERM DEBT

~~Otter Tail Corporation~~OTC and ~~Otter Tail Power Company~~OTP are each party to a credit agreement (the OTC Credit Agreement and OTP Credit Agreement, respectively) which each provide for unsecured revolving lines of credit. The following is a summary of key provisions and borrowing information as of, and for the three months ended, March 31, ~~2021:~~

(in thousands, except interest rates) OTC Credit Agreement OTP Credit Agreement
Borrowing Limit $ 170,000 $ 170,000
Borrowing Limit if Accordion Exercised1
290,000 250,000
Amount Restricted Due to Outstanding Letters of Credit as of March 31, 2021 — 12,671
Amount Outstanding as of March 31, 2021 78,206 56,645
Average Amount Outstanding During the Three Months Ended March 31, 2021 68,737 38,007
Maximum Amount Outstanding During the Three Months Ended March 31, 2021 79,718 69,674
Interest Rate as of March 31, 2021 1.6 % 1.4 %
Maturity Date October 31, 2024 October 31, 2024
1Each facility includes an accordion featuring allowing the borrower to increase the borrowing limit if certain terms and conditions are met.

2022:

2425

Table of Contents


(in thousands, except interest rates)	OTC Credit Agreement			OTP Credit Agreement

Borrowing Limit	$	170,000		$	170,000
Borrowing Limit if Accordion Exercised1	290,000			250,000
Amount Restricted Due to Outstanding Letters of Credit as of March 31, 2022	—			7,844
Amount Outstanding as of March 31, 2022	43,281			54,489
Average Amount Outstanding During the Three Months Ended March 31, 2022	35,493			66,098
Maximum Amount Outstanding During the Three Months Ended March 31, 2022	58,715			74,519
Interest Rate as of March 31, 2022	1.92		%	1.64		%
Maturity Date	September 30, 2026			September 30, 2026


1Each facility includes an accordion featuring allowing the borrower to increase the borrowing limit if certain terms and conditions are met.

LONG-TERM DEBT

At March 31, ~~2021,~~2022, we had $767.0 million of principal outstanding under long-term debt arrangements. These instruments generally provide for unsecured borrowings at fixed rates of interest with maturities ranging from 2022 to 2051. Pursuant to a Note Purchase Agreement executed in June 2021, OTP intends to ~~2050.~~ issue its Series 2022A notes due May 20, 2052, in May 2022 for aggregate proceeds of $90.0 million, subject to the satisfaction of certain customary conditions to closing, and use a portion of the proceeds to repay the $30.0 million Series 2007B Notes which are maturing in August 2022.

Note 6 to our consolidated financial statements included in this ~~report~~Quarterly Report on Form 10-Q includes additional information regarding these ~~instruments. One OTP debt instrument with a principal balance of $140.0 million matures in December 2021. We anticipate issuing~~short-term and long-term debt ~~in 2021 with the proceeds used to satisfy this maturing instrument.~~instruments.

Financial Covenants

Certain of our short- and ~~long-debt~~long-term debt agreements require ~~Otter Tail Corporation~~OTC and OTP to maintain certain financial covenants. As of March 31, ~~2021,~~2022, we were in compliance with these financial covenants as further described below:

~~Otter Tail Corporation~~OTC, under its financial covenants, may not permit its ratio of ~~Interest-Bearing Debt~~interest-bearing debt to ~~Total Capitalization~~total capitalization to exceed 0.60 to 1.00, may not permit its ~~Interest~~interest and ~~Dividend Coverage Ratio~~dividend coverage ratio to be less than 1.50 to 1.00, and may not permit its ~~Priority Indebtedness~~priority indebtedness to exceed 10% of our ~~Total Capitalization.~~total capitalization. As of March 31, ~~2021,~~2022, our ~~Interest-Bearing Debt~~interest-bearing debt to ~~Total Capitalization~~total capitalization was ~~0.50~~0.45 to 1.00, our ~~Interest~~interest and ~~Dividend Coverage Ratio~~dividend coverage ratio was ~~4.62~~8.35 to 1.00, and we had no ~~Priority Indebtedness~~priority indebtedness outstanding.

OTP, under its financial covenants, may not permit its ratio of ~~Debt~~debt to ~~Total Capitalization~~total capitalization to exceed 0.60 to 1.00, may not permit its ~~Interest~~interest and ~~Dividend Coverage Ratio~~dividend coverage ratio to be less than 1.50 to 1.00, and may not permit its ~~Priority Debt~~priority debt to exceed 20% of its ~~Total Capitalization.~~total capitalization. As of March 31, ~~2021,~~2022, OTP's ~~Interest-Bearing Debt~~interest-bearing debt to ~~Total Capitalization~~total capitalization was 0.47 to 1.00, its ~~Interest~~interest and ~~Dividend Coverage Ratio~~dividend coverage ratio was ~~3.55~~3.33 to 1.00, and itOTP had no ~~Priority Indebtedness~~priority indebtedness outstanding.

None of our debt agreements include any provisions that would trigger an acceleration of the related debt as a result of changes in the credit rating levels assigned to the related obligor by rating agencies.


~~OFF-BALANCE-SHEET ARRANGEMENTS~~

As of March 31, 2021 we have outstanding letters of credit totaling $16.4 million, a portion of which reduces our borrowing capacity under our lines of credit. No outstanding letters of credit are reflected in outstanding short-term debt on our consolidated balance sheets. We do not have any other off-balance-sheet arrangements or any relationships with unconsolidated entities or financial partnerships. These entities are often referred to as structured finance special purpose entities or variable interest entities, which are established for the purpose of facilitating off-balance-sheet arrangements or for other contractually narrow or limited purposes. We are not exposed to any financing, liquidity, market or credit risk that could arise if we had such relationships.


CRITICAL ACCOUNTING POLICIES INVOLVING SIGNIFICANT ESTIMATES

The discussion and analysis of our results of operations are based on financial statements prepared in accordance with accounting principles generally accepted in the United States of America. Certain of our accounting policies require management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities in the preparation of our consolidated financial statements. We have disclosed in our Annual Report on Form 10 -K10-K for the year ended December 31, ~~2020~~2021 the critical accounting policies that affect our most significant estimates and assumptions used in preparing our consolidated financial statements. There have been no material changes to our critical accounting policies and estimates from those disclosed in ~~this~~the most recent Annual Report on Form 10-K.


ITEM 3.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our market risk from those disclosed in Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.


ITEM 4.			CONTROLS AND PROCEDURES

Evaluation of ~~Disclosures~~Disclosure 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, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Exchange Act)) as of March 31, ~~2021,~~2022, the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, ~~2021.~~2022.

Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) during the quarter ended March 31, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2526

Table of Contents

PART II. OTHER INFORMATION


ITEM 1.			LEGAL PROCEEDINGS

We are the subject of various legal and regulatory proceedings in the ordinary course of our business. Such matters are subject to many uncertainties and to outcomes that are not predictable with assurance. We record a liability in our consolidated financial statements for costs related to claims, including future legal costs, settlements and judgments, where we have assessed that a loss is probable, and an amount can be reasonably estimated. Material proceedings are described under Note 9,, Commitments and Contingencies, to the consolidated financial ~~statements.~~statements, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, Regulatory Rate Matters.

ITEM 1A.

RISK FACTORS

There have been no material changes from the risk factors disclosed in Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

~~ITEM 2.~~

~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~

We do not have a publicly announced stock repurchase program. The following tables presents common shares of the Company that were surrendered to us by employees to pay taxes in connection with shares issued for incentive awards in February 2021 under our 2014 Stock Incentive Plan:
Calendar Month Total Number
of Shares Purchased Average Price Paid per Share
January 2021 — $ —
February 2021 35,701 42.21
March 2021 — —
Total 35,701 $ 42.21

ITEM 6.

EXHIBITS

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



No.									Description
31.1									—Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002.~~2002
31.2									—Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002.~~2002
32.1									—Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002.~~2002
32.2									—Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002.~~2002
101.SCH									—Inline XBRL Taxonomy Extension Schema ~~Document.~~Document
101.CAL									—Inline XBRL Taxonomy Extension Calculation Linkbase ~~Document.~~Document
101.LAB									—Inline XBRL Taxonomy Extension Label Linkbase ~~Document.~~Document
101.PRE									—Inline XBRL Taxonomy Extension Presentation Linkbase ~~Document.~~Document
101.DEF									—Inline XBRL Taxonomy Extension Definition Linkbase ~~Document.~~Document
104									—Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

2627

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 (duly authorized officer and principal financial officer)

						Dated: May ~~7, 2021~~4, 2022

2728


	Description	Page

	Definitions	2
	Forward Looking Information	2
PART I
ITEM 1.	Financial Statements:
	Consolidated Balance Sheets	3
	Consolidated Statements of Income	4
	Consolidated Statements of Comprehensive Income	5
	Consolidated Statements of Shareholders’ Equity	6
	Consolidated Statements of Cash Flows	7
	Condensed Notes to Consolidated Financial Statements	8
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1719
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	2526
ITEM 4.	Controls and Procedures	2526
PART II
ITEM 1.	Legal Proceedings	2627
ITEM 1A.	Risk Factors	2627
~~ITEM 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	26
ITEM 6.	Exhibits	2627
Signatures		2728


	2021 vs Normal		2021 vs 2020		2020 vs Normal

Effect on Diluted Earnings Per Share	$	(0.04)	$	(0.02)	$	(0.02)


Calendar Month	Total Number of Shares Purchased	Average Price Paid per Share

January 2021	—	$	—
February 2021	35,701	42.21
March 2021	—	—
Total	35,701	$	42.21