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, 2022.

Otter Tail Corporation and its subsidiaries form a diverse group of businesses
with operations classified into three segments: Electric, Manufacturing and
Plastics. Our Electric segment 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.

PVC PIPE SUPPLY AND DEMAND CONDITIONS
Extraordinary supply and demand conditions in the PVC industry beginning in 2021
have led to a significant expansion in operating margins and elevated earnings
in our Plastics segment. Periodic disruptions in the supply of resin, the
primary material input used in the manufacturing of PVC pipe, coupled with
robust demand for resin, led to a significant increase in the cost of resin. Low
industry volumes of PVC pipe and robust end market demand for the product led to
a rapid and significant increase in sales prices for PVC pipe, significantly
outpacing the increase in resin input costs, leading to widening margins within
our Plastics segment.

Demand for PVC pipe began to soften in the second half of 2022 and continued
through the first quarter of 2023 as distributors and contractors have reduced
purchase volumes and inventory levels in response to changing market conditions.
Resin prices have declined and stabilized at near historical levels but sales
prices for PVC pipe remain elevated, continuing to produce expanded operating
margins.

These unique market dynamics impacting our Plastics segment resulted in a
significant increase in earnings in 2022 compared to prior periods. We currently
expect earnings of our Plastics segment to remain elevated in 2023 compared to
pre-2021 levels, but as the industry supply and demand conditions normalize, we
expect segment earnings to normalize beginning in 2024.

STEEL PRICING
Volatility in the price of steel, a key material input to our Manufacturing
segment, significantly impacted our operating results in 2022. Steel prices,
which were highly volatile in 2022, were elevated at the beginning of 2022 but
began to steadily decline at the end of the second quarter and returned to near
historical levels by the end of the year. Elevated steel prices led to increased
sales prices in 2022 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. Scrap metal prices, which typically
follow steel prices, were also elevated from historical levels in the first half
of 2022, positively impacting our 2022 financial results. While steel and scrap
metal prices began to increase late in the first quarter of 2023, pricing did
not reach the level present in the first quarter of 2022, thereby impacting our
comparative operating results.

The marketplace dynamics impacting both our Manufacturing and Plastics segments are fluid and subject to change and 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: Electric, Manufacturing and Plastics. 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.

CONSOLIDATED RESULTS The following table summarizes consolidated operating results for the three months ended March 31, 2023 and 2022:



(in thousands)                                             2023               2022           $ change              % change

Operating Revenues                                 $ 339,081          $ 374,904          $ (35,823)                 (9.6) %
Operating Expenses                                   258,411            276,605            (18,194)                 (6.6)
Operating Income                                      80,670             98,299            (17,629)                (17.9)
Interest Expense                                      (9,415)            (8,948)              (467)                  5.2
Nonservice Components of Postretirement Benefits       2,412                 22              2,390                      n/m
Other Income (Expense)                                 2,118                260              1,858                 714.6
Income Before Income Taxes                            75,785             89,633            (13,848)                (15.4)
Income Tax Expense                                    13,304             17,630             (4,326)                (24.5)
Net Income                                         $  62,481          $  72,003          $  (9,522)                (13.2) %

Operating Revenues decreased $35.8 million primarily due to decreased sales volumes within our Plastics segment and decreased sales prices in our Manufacturing segment. These decreases were partially offset by increased sales prices in our Plastics segment, increased sales volumes in our

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Manufacturing segment and increased operating revenues within our Electric
segment. PVC pipe sale volumes decreased as customer demand softened from the
same period a year ago amid changing market conditions. Decreased sales prices
in our Manufacturing segment were primarily due to decreased steel prices, which
are passed through to customers. In our Electric segment, increased fuel
recovery revenues, driven by higher purchased power costs and volumes, and
increased commercial and industrial sales volumes, contributed to increased
operating revenues. See our segment disclosures below for additional discussion
of items impacting operating revenues.

Operating Expenses decreased $18.2 million primarily due to lower sales volumes
in our Plastics segment and lower material costs in our Manufacturing segment.
These decreases were partially offset by an increase in operating expenses in
our Electric segment, due to higher purchased power costs and volumes. See our
segment disclosures below for additional discussion of items impacting operating
expenses.

Interest Expense increased $0.5 million due to increased interest rates on our short-term variable rate debt.



Nonservice Components of Postretirement Benefits increased $2.4 million, having
a positive impact on net income, primarily due to a change in actuarial
assumptions used to measure our pension benefit and postretirement benefit
obligations, including an increase in the discount rate applied and an increase
in the expected return on assets assumption.

Other Income increased $1.9 million primarily due to income earned on our short-term cash equivalent investments and gains on our corporate-owned life insurance policies during the first quarter of 2023 compared to investment losses in the same period of the previous year.



Income Tax Expense decreased $4.3 million primarily due to decreased income
before income taxes. Our effective tax rate was 17.6% in the first quarter of
2023 and 19.7% in the first quarter of 2022. The decrease in our effective tax
rate was driven by an increase in production tax credits from our wind
generation assets in the current period. See   Note 8   to our consolidated
financial statements included in this Quarterly Report on Form 10-Q for
additional information regarding factors impacting our effective tax rate in
2023 and 2022.

ELECTRIC SEGMENT RESULTS
The following table summarizes Electric segment operating results for the three
months ended March 31, 2023 and 2022:

(in thousands)                                              2023                2022          $ change              % change

Retail Revenues                                    $  136,453          $  113,639          $ 22,814                  20.1  %
Transmission Services Revenues                         12,107              12,556              (449)                 (3.6)
Wholesale Revenues                                      1,838               2,463              (625)                (25.4)
Other Electric Revenues                                 1,511               1,758              (247)                (14.1)
Total Operating Revenues                              151,909             130,416            21,493                  16.5
Production Fuel                                        11,492              14,853            (3,361)                (22.6)
Purchased Power                                        41,825              20,529            21,296                 103.7
Operating and Maintenance Expenses                     45,549              44,278             1,271                   2.9
Depreciation and Amortization                          18,326              18,382               (56)                 (0.3)
Property Taxes                                          4,621               4,432               189                   4.3
Operating Income                                   $   30,096          $   27,942          $  2,154                   7.7  %

                                                            2023                2022            change              % change

Electric kilowatt-hour (kwh) Sales (in thousands)
Retail kwh Sales                                    1,635,246           1,515,297           119,949                   7.9  %
Wholesale kwh Sales - Company Generation               61,854              66,187            (4,333)                 (6.5)
Heating Degree Days                                     3,732               3,821               (89)                 (2.3)


The operating results of our Electric segment are impacted by fluctuations in
weather conditions and the resulting demand for electricity for heating. The
following table shows heating degree days as a percent of normal for the three
months ended March 31, 2023 and 2022.

                           2023         2022

Heating Degree Days    108.2  %     111.8  %


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 2023 and 2022, and
between years.

                                        2023 vs      2023 vs      2022 vs
                                        Normal        2022        Normal

Effect on Diluted Earnings Per Share $ 0.03 $ (0.01) $ 0.04

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Retail Revenues increased $22.8 million primarily due to the following:



•A $16.5 million increase in fuel recovery revenues due to increased purchased
power costs and volumes, partially offset by lower production fuel costs due to
lower volumes, as described below.

•A $5.4 million increase in retail revenues from increased sales volumes from
commercial and industrial customers, including the impact of a new commercial
customer load in North Dakota that came online during the first quarter of 2022.

•A $1.4 million increase in renewable resource rider revenue, including recovery of costs related to our Hoot Lake Solar project and the acquisition of the Ashtabula III wind farm.

Retail revenues in the first quarter of 2023 were negatively impacted $0.6 million by unfavorable weather.



Production Fuel costs decreased $3.4 million primarily as a result of an outage
at Big Stone Plant in the first quarter of 2023, which resulted in lower volumes
of coal consumption.

Purchased Power costs to serve retail customers increased $21.3 million due to a
42% increase in the price of purchased power per kwh, primarily due to increased
market energy costs, and a 43% increase in the volume of purchased power due to
the outage at Big Stone Plant and increased customer demand.

Operating and Maintenance Expenses increased $1.3 million primarily due to an
increase in maintenance activities, including the outage at Big Stone Plant and
incremental costs associated with the Ashtabula III wind farm facility.

MANUFACTURING SEGMENT RESULTS
The following table summarizes Manufacturing segment operating results for the
three months ended March 31, 2023 and 2022:

(in thousands)                                             2023               2022          $ change              % change

Operating Revenues                                 $ 106,782          $ 104,957          $  1,825                   1.7  %
Cost of Products Sold (excluding depreciation)        82,227             86,161            (3,934)                 (4.6)
Other Operating Expenses                              10,578              8,847             1,731                  19.6
Depreciation and Amortization                          4,468              4,014               454                  11.3
Operating Income                                   $   9,509          $   5,935          $  3,574                  60.2  %


Operating Revenues increased $1.8 million due to increased sales volumes at BTD
Manufacturing, our contract metal fabricator, as strong customer and end market
demand in the Energy, Agriculture, Power Generation, and Construction markets
contributed to a 19% increase in sales volumes. Sales price increases also
contributed to the growth in operating revenues. These were implemented in
response to labor and non-steel material cost inflation. Increased sales volumes
and price increases were largely offset by a 21% decrease in material costs,
which are passed through to customers, as steel prices have declined from the
same time a year ago. Scrap revenues were lower in the first quarter due to
lower scrap metal prices. Operating revenues at T.O. Plastics, our plastics
thermoforming manufacturer, also increased compared to last year, primarily due
to sales price increases.

Cost of Products Sold decreased $3.9 million primarily due to decreased material
costs, as described above, largely offset by increased sales volumes, as well as
increased labor and other production costs.

Other Operating Expenses increased $1.7 million due to variable costs associated with increased business activity and financial performance during the period.



PLASTICS SEGMENT RESULTS
The following table summarizes Plastics segment operating results for the three
months ended March 31, 2023 and 2022:

(in thousands)                                            2023               2022         $ change            % change

Operating Revenues                                 $ 80,390          $ 139,531          $ (59,141)                (42.4) %
Cost of Products Sold (excluding depreciation)       30,142             65,598            (35,456)                (54.1)
Other Operating Expenses                              3,529              3,964               (435)                (11.0)
Depreciation and Amortization                         1,036              1,107                (71)                 (6.4)
Operating Income                                   $ 45,683          $  68,862          $ (23,179)                (33.7) %


Operating Revenues decreased $59.1 million due to a 46% decrease in sales
volumes, partially offset by a 7% increase in the price per pound of PVC pipe
sold compared to the same period last year. Sales volume decreases were
attributable to distributor customer inventory management as distributors
continue to closely manage their inventory levels amid changing market
conditions, overall economic uncertainty, including uncertainty in the housing
market, and the impact of unfavorable weather conditions during the first
quarter of 2023. Sales prices declined from the fourth quarter of 2022 but
remained elevated compared to pre-2021 levels.

Cost of Products Sold decreased $35.5 million primarily due to decreased sales
volumes, as described above. PVC resin and other input material costs decreased
20% compared to the same period in the previous year as the unique supply and
demand conditions which caused significant increases in resin costs have
subsided and resin costs have stabilized.

                                                                            

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CORPORATE COSTS
The following table summarizes Corporate operating results for the three months
ended March 31, 2023 and 2022:

(in thousands)                        2023         2022       $ change      % change

Other Operating Expenses         $ 4,592      $ 4,395      $     197          4.5  %
Depreciation and Amortization         26           45            (19)       (42.2)
Operating Loss                   $ 4,618      $ 4,440      $     178          4.0  %


REGULATORY MATTERS

The following provides a summary of 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.



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                          Description

                                                                                                                          Recovery of Hoot Lake Solar costs,
RRR - 2022                  MN             Requested            11/01/22       $         17.5              07/01/23       Ashtabula III costs, and true up for PTCs
                                                                                                                          from Merricourt.
                                                                                                                          Recovery of energy conservation
CIP - 2022                  MN             Approved             04/01/22                 10.8              10/01/22       improvement costs as well as a demand side
                                                                                                                          management financial incentive.
                                                                                                                          Recovery of energy conservation
CIP - 2023                  MN             Requested            04/03/23                  9.7              10/01/23       improvement costs as well as a demand side
                                                                                                                          management financial incentive.
TCR - 2021                  MN             Approved             11/23/21                  7.2              08/01/22       Recovery of transmission project costs.
RRR - 2021                  MN             Approved             12/06/21                  7.0              08/01/22       Recovery of Hoot Lake Solar and Ashtabula
                                                                                                                          III costs.
EITE - 2023                 MN             Requested            04/14/23                  2.2              01/01/24       Biennial update to Energy-Intensive,
                                                                                                                          Trade-Exposed rider.
TCR - 2023                  MN             Requested            04/07/23                  1.7              01/01/24       Recovery of transmission project costs.
                                                                                                                          Recovery of advanced metering
EUIC - 2023                 MN             Requested            03/20/23                  1.3              07/01/23       infrastructure, outage management and
                                                                                                                          demand response system projects.
RRR - 2023                  ND             Approved             04/27/23                 12.2              05/01/23       Recovery of Ashtabula III and other costs.
                                                                                                                          Recovery of Merricourt costs, Ashtabula
RRR - 2022                  ND             Approved             01/05/22                  7.8              04/01/22       III costs, and deferred taxes and
                                                                                                                          production tax credits.
TCR - 2022                  ND             Approved             09/15/22                  7.5              01/01/23       Recovery of transmission project costs.
TCR - 2021                  ND             Approved             09/15/21                  6.1              01/01/22       Recovery of transmission project costs.
GCR - 2022                  ND             Approved             03/01/22                  3.3              07/01/22       Annual update to generation cost recovery
                                                                                                                          rider.
                                                                                                                          Recovery of advanced metering
AMDT - 2022                 ND             Approved             07/08/22                  3.1              01/01/23       infrastructure, outage management system
                                                                                                                          and demand response projects.
                                                                                                                          Recovery of Astoria Station, net of
GCR - 2023                  ND             Requested            03/03/23                  2.2              07/01/23       anticipated savings associated with the
                                                                                                                          retirement of Hoot Lake Plant.
                                                                                                                          Recovery of Ashtabula III, Merricourt,
PIR - 2022                  SD             Approved             06/01/22                  3.0              09/01/22       Astoria Station, Advanced Grid
                                                                                                                          Infrastructure project costs, and impact
                                                                                                                          of load growth credits.
TCR - 2022                  SD             Approved             11/01/22                  3.0              03/01/23       Recovery of transmission project costs.
TCR - 2021                  SD             Approved             10/29/21                  2.2              03/01/22       Recovery of transmission project costs.


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Renewable Resource Rider (RRR) and Energy Adjustment Rider (EAR): In December
2022, OTP filed an update to its North Dakota RRR. The update included, among
other items, a request to modify load allocation factors in North Dakota given
the large new load added in the state in 2022. In January 2023, OTP filed an
update to its North Dakota EAR proposing to refund MISO planning resource
auction revenues to North Dakota customers if the North Dakota Public Service
Commission (NDPSC) approves the load allocation factor modification as filed in
the RRR docket. In April 2023, the NDPSC denied the request to modify load
allocation factors and approved the modification to the EAR allowing for
planning resource auction revenues to be refunded to customers. OTP will begin
incorporating the planning resource auction revenue refunds in May of 2023.

MISO PLANNING RESOURCE AUCTION
OTP offered 88-megawatts of excess capacity into the annual MISO planning
resource auction for the period June, 2022 through May, 2023. As a result of a
capacity shortage in the MISO region, capacity prices cleared the auction at
maximum pricing. As a result, the 88-megawatts of auctioned capacity will
generate approximately $9.3 million of net capacity auction revenues over the
twelve-month period ending in May, 2023. The Minnesota and North Dakota
allocated portion of net capacity auction revenues will be returned to customers
through the FCA mechanism and EAR, respectively. The Minnesota and North Dakota
commission have also each ruled that in future periods any capacity auction
revenues or costs are to be passed on to customers.

INTEGRATED RESOURCE PLAN
On March 31, 2023, OTP submitted a supplemental resource plan filing to the
MPUC, the NDPSC, and the South Dakota Public Utilities Commission. The
supplemental filing updates OTP's original 2022 Integrated Resource Plan (2022
IRP), which was filed on September 1, 2021. In the supplemental filing, OTP
outlined its updated plan for meeting customers' anticipated capacity and energy
needs while maintaining system reliability and low electric service rates, in
light of several changes that have occurred since the original filing, including
significant winter and spring reserve planning margins adopted by MISO, tax
credits made available for renewable energy projects under the Inflation
Reduction Act, the enactment of the Clean Energy Bill in Minnesota, and recent
volatility in energy and capacity markets.

The major requests in OTP's supplemental filing include:

•the addition of on-site liquefied natural gas fuel storage at our Astoria Station natural gas plant in 2026;

•the addition of approximately 200 megawatts of solar generation in 2027-2028;

•undertaking the initial steps necessary to add approximately 200 megawatts of wind generation in 2029; and

•a withdrawal from our 35 percent ownership interest in Coyote Station, a jointly-owned coal-fired generation plant, in the event we are required to make a major, non-routine capital investment in the plant.



Consistent with the original 2022 IRP, the supplemental filing proposes to,
subject to regulatory approval, create a regulatory asset to recover costs
related to any future withdrawal from Coyote Station. Should such a withdrawal
occur, we anticipate the regulatory asset would include the net book value of
the plant on the withdrawal date, anticipated decommissioning costs, and any
costs incurred if the existing lignite sales agreement, under which Coyote
Station acquires all of its lignite coal, must be terminated. As part of an
economic analysis included in the filing, OTP developed an estimate of the
reasonably foreseeable costs of withdrawing from Coyote Station, which was
determined to be $68.5 million, assuming a withdrawal at the end of 2028. These
costs may differ from actual results due to the uncertainty and timing of future
events which could result in a withdrawal from Coyote Station.

LIQUIDITY




LIQUIDITY OVERVIEW
We believe our financial condition is strong and our cash and cash equivalents,
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, fund our short-term and long-term capital expenditure plans and
satisfy our obligations as they become due. Our liquidity, including our
operating cash flows and access to capital markets, could be impacted by
macroeconomic factors outside of our control, including higher interest rates
and debt capital costs and diminished credit availability. In addition, our
liquidity could be impacted by non-compliance with certain financial covenants
under our various debt instruments. As of March 31, 2023, we were in compliance
with all financial covenants (see the Financial Covenants section under Capital
Resources below).

The following table presents the status of our lines of credit as of March 31,
2023 and December 31, 2022:

                                                                                       2023                                     2022
                                             Borrowing                 Amount             Letters              Amount              Amount
(in thousands)                                   Limit            Outstanding           of Credit           Available           Available

OTC Credit Agreement                     $  170,000          $           -          $        -          $  170,000          $  170,000
OTP Credit Agreement                        170,000                 60,854               9,573              99,573             152,223
Total                                    $  340,000          $      60,854          $    9,573          $  269,573          $  322,223


We have an internal risk tolerance metric to maintain a minimum of $50 million
of liquidity under the 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.

                                                                            

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CASH FLOWS The following is a discussion of our cash flows for the three months ended March 31, 2023 and 2022:



(in thousands)                                     2023          2022

Net Cash Provided by Operating Activities $ 55,553 $ 45,416




Net Cash Provided by Operating Activities increased $10.1 million for the three
months ended March 31, 2023 compared to the three months ended March 31, 2022,
primarily due to the absence of a pension plan contribution in 2023 due to the
plan's funded status, whereas a $20.0 million discretionary contribution was
made in February 2022, as well as a lower level of working capital needs
compared to the same period in the previous year.

(in thousands)                                   2023          2022

Net Cash Used in Investing Activities $ 100,379 $ 31,449

Net Cash Used in Investing Activities increased $68.9 million for the three
months ended March 31, 2023 compared to the three months ended March 31, 2022.
The increase in cash used in investing activities was primarily due to a higher
amount of Electric segment capital investment compared to last year, including
the purchase of the Ashtabula III wind farm in January 2023 for $50.6 million.

(in thousands)                                              2023           2022

Net Cash Provided by (Used in) Financing Activities $ 29,910 $ (14,133)




Net Cash Provided by (Used in) Financing Activities increased $44.0 million for
the three months ended March 31, 2023 compared to the three months ended
March 31, 2022. Financing activities for the three months ended March 31, 2023
included net proceeds from short-term borrowings of $52.7 million which were
primarily used to fund the acquisition of Ashtabula III, and dividend payments
of $18.3 million. Financing activities for 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.

CAPITAL REQUIREMENTS


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
are investments in electric generation facilities and environmental upgrades,
transmission and distribution lines, manufacturing facilities and upgrades,
equipment used in the manufacturing process, and computer hardware and
information systems. Our capital expenditure program is subject to review and
regulatory approval and is revised in light of changes in demands for energy,
technology, environmental laws, tax laws, regulatory changes, business expansion
opportunities, the costs of labor, materials and equipment, and our financial
condition.

We have increased our Electric segment five-year capital expenditure plan by approximately $45 million to incorporate the proposed capital investments through 2027 that are included in OTP's supplemental IRP filed on March 31, 2023.



The following provides a summary of actual capital expenditures for the year
ended December 31, 2022, anticipated annual capital expenditures for the current
year ending December 31, 2023, and the subsequent four years, along with
electric utility average rate base and annual rate base growth:
                                                                                                                                                             Total
(in millions)                                2022                2023(1)             2024             2025             2026             2027           2023 - 2027

Electric Segment:
Renewables and Natural Gas
Generation                                                    $    88          $   119          $    88          $    85          $    49          $    

429


Technology and Infrastructure                                      33               30                6                5                1               

75


Distribution Plant Replacements                                    33               37               38               38               43                   189
Transmission (includes
replacements)                                                      34               36               46               87               78                   281
Other                                                              26               25               30               24               23                   128
Total Electric Segment                 $   148                $   214          $   247          $   208          $   239          $   194          $      1,102
Manufacturing and Plastics
Segments                                    23                     48               53               29               25               24                   179
Total Capital Expenditures             $   171                $   262          $   300          $   237          $   264          $   218          $      1,281

Total Electric Utility Average
Rate Base                              $ 1,624                $ 1,748

$ 1,851 $ 1,990 $ 2,111 $ 2,230 Annual Rate Base Growth

                    3.1  %                 7.6  %           5.9  %           7.5  %           6.1  %           5.6  %

(1) Includes actual results for the three months ended March 31, 2023, and anticipated capital expenditures for the remaining nine months of 2023.

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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 easements and leasing
arrangements.

Our contractual obligations as of December 31, 2022 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, 2022. Except for the obligations arising from new land easements
assumed in connection with the purchase of Ashtabula III, there were no material
changes in our contractual obligations outside of the ordinary course of our
business during the three months ended March 31, 2023.

In connection with the purchase of the Ashtabula III wind farm in January 2023, we assumed 51 land easements not classified as leases, which require annual payments. The remaining payments to be made under the easements total $4.2 million and the remaining terms of the agreements extend into 2034.



COMMON STOCK DIVIDENDS
We paid dividends to our common stockholders totaling $18.3 million, or $0.4375
per share, in the first three months of 2023. The determination of the amount of
future cash dividends to be paid will depend on, among other things, our
financial condition, our actual or expected level of earnings and 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, the amount of dividends we are allowed to pay could be
restricted. See   Note 10   to our consolidated financial statements included in
this Quarterly Report on Form 10-Q for additional information. The decision to
declare dividends 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 and is aided by strong financial coverages
and investment grade credit ratings. Debt financing will be required in the
five-year period from 2023 through 2028 to 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, and decisions to
reduce borrowings under our lines of credit, to refund or retire early any of
our outstanding debt, to complete acquisitions, or to use capital for other
corporate purposes.

REGISTRATION STATEMENTS
On May 3, 2021, we filed a shelf registration 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 with the SEC for the
issuance of up to 1,500,000 common shares under an Automatic Dividend
Reinvestment and Share Purchase Plan, which provides shareholders, retail
customers of OTP and other interested investors methods of purchasing our common
shares by reinvesting their dividends or making optional cash investments.
Shares purchased under the plan may be newly issued common shares or common
shares purchased on the open market. As of March 31, 2023, there were 1,220,100
shares available for purchase or issuance under the plan. The registration
statement expires in May 2024.

SHORT-TERM DEBT
OTC and OTP are each party to a credit agreement (the OTC Credit Agreement and
the 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, 2023:

                                                                       OTC Credit             OTP Credit
(in thousands, except interest rates)                                   Agreement              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, 2023

                                                             -                   9,573
Amount Outstanding as of March 31, 2023                                    -                  60,854

Average Amount Outstanding During the Three Months Ended March 31, 2023

                                                                   -                  51,226

Maximum Amount Outstanding During the Three Months Ended March 31, 2023

                                                                   -                  61,006
Interest Rate as of March 31, 2023                                      6.30    %               6.01   %
Maturity Date                                                    October 

29, 2027 October 29, 2027

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

LONG-TERM DEBT

As of March 31, 2023, we had $827.0 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 2026 to 2052.


  Note 6   to our consolidated financial statements included in this Quarterly
Report on Form 10-Q includes additional information regarding these short-term
and long-term debt instruments.

                                                                            

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  Table     of Contents
Financial Covenants
Certain of our short- and long-term debt agreements require OTC and OTP to
maintain certain financial covenants. As of March 31, 2023, we were in
compliance with these financial covenants as further described below:

OTC, under its financial covenants, may not permit its ratio of interest-bearing
debt to total capitalization to exceed 0.60 to 1.00, may not permit its interest
and dividend coverage ratio to be less than 1.50 to 1.00, and may not permit its
priority indebtedness to exceed 10 percent of its total capitalization. As of
March 31, 2023, OTC's interest-bearing debt to total capitalization was 0.412 to
1.00, OTC's interest and dividend coverage ratio was 10.62 to 1.00, and OTC had
no priority indebtedness outstanding.

OTP, under its financial covenants, may not permit its ratio of interest-bearing
debt to total capitalization to exceed 0.60 to 1.00, may not permit its interest
and dividend coverage ratio to be less than 1.50 to 1.00, and may not permit its
priority indebtedness to exceed 20 percent of its total capitalization. As of
March 31, 2023, OTP's interest-bearing debt to total capitalization was 0.467 to
1.00, OTP's interest and dividend coverage ratio was 3.73 to 1.00, and OTP had
no priority indebtedness outstanding.

CRITICAL ACCOUNTING POLICIES INVOLVING SIGNIFICANT ESTIMATES




The discussion and analysis of our results of operations are based on financial
statements prepared in accordance with generally accepted accounting principles
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 disclosures of
contingent assets and liabilities in the preparation of our consolidated
financial statements. We have disclosed in our Annual Report on   Form 10-K
for the year ended December 31, 2022 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 the most
recent Annual Report on   Form 10-K  .

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