##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to
 Commission file number 0-368
 OTTER TAIL CORPORATION
 
  Minnesota
    
    41-0462685(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)215 South Cascade Street, Box 496, Fergus Falls, Minnesota
    
    56538-0496(Address of principal executive offices)
    
    (Zip Code)
  
 
  þ o
  þ o o o
  o þ
  April 30, 2008  30,056,148 Common Shares ($5 par value)




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##### 



OTTER TAIL CORPORATION
 INDEX
 Page No.Part I. Financial InformationItem 1. Financial StatementsConsolidated Balance Sheets 
March 31, 2008
and December 31, 2007 (not audited)
    
    
    2 & 3Consolidated Statements of Income 
Three Months
Ended March 31, 2008 and 2007 (not audited)
    
    
    4Consolidated Statements of Cash Flows  Three Months
Ended March 31, 2008 and 2007 (not audited)
    
    
    5Notes to Consolidated Financial
Statements (not audited)
    
    
    6-22Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    22-36Item 3. Quantitative and Qualitative Disclosures About
Market Risk
    
    
    36-38Item 4. Controls and Procedures
    
    
    39Part II. Other InformationItem 1. Legal Proceedings
    
    
    39Item 1A. Risk Factors
    
    
    39Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    39Item 6. Exhibits
    
    
    40Signatures
    
    
    40Certification of Chief Executive Officer Pursuant to Section 302Certification of Chief Financial Officer Pursuant to Section 302Certification of Chief Executive Officer Pursuant to Section 906Certification of Chief Financial Officer Pursuant to Section 906




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 Otter Tail Corporation
Consolidated Balance Sheets   -Assets-
 March 31,
    
    
    December 31,2008
    
    
    2007(Thousands of dollars)Current AssetsCash and Cash Equivalents
    
    $
    9,447
    
    
    $
    39,824Accounts Receivable:TradeNet
    
    
    148,123
    
    
    
    151,446Other
    
    
    9,832
    
    
    
    14,934Inventories
    
    
    115,256
    
    
    
    97,214Deferred Income Taxes
    
    
    7,208
    
    
    
    7,200Accrued Utility and Cost-of-Energy Revenues
    
    
    23,371
    
    
    
    32,501Costs and Estimated Earnings in Excess of Billings
    
    
    47,099
    
    
    
    42,234Other
    
    
    25,910
    
    
    
    15,299Total Current Assets
    
    
    386,246
    
    
    
    400,652Investments
    
    
    9,237
    
    
    
    10,057Other Assets
    
    
    24,679
    
    
    
    24,500Goodwill
    
    
    99,242
    
    
    
    99,242Other IntangiblesNet
    
    
    20,217
    
    
    
    20,456Deferred DebitsUnamortized Debt Expense and Reacquisition Premiums
    
    
    6,770
    
    
    
    6,986Regulatory Assets and Other Deferred Debits
    
    
    37,157
    
    
    
    38,837Total Deferred Debits
    
    
    43,927
    
    
    
    45,823PlantElectric Plant in Service
    
    
    1,046,341
    
    
    
    1,028,917Nonelectric Operations
    
    
    281,897
    
    
    
    257,590Total Plant
    
    
    1,328,238
    
    
    
    1,286,507Less Accumulated Depreciation and Amortization
    
    
    517,291
    
    
    
    506,744PlantNet of Accumulated Depreciation and Amortization
    
    
    810,947
    
    
    
    779,763Construction Work in Progress
    
    
    64,398
    
    
    
    74,261Net Plant
    
    
    875,345
    
    
    
    854,024Total
    
    $
    1,458,893
    
    
    $
    1,454,754
  - 2 -




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##### Table of Contents



Otter Tail Corporation
Consolidated Balance Sheets   -Liabilities-
 March 31,
    
    
    December 31,2008
    
    
    2007(Thousands of dollars)Current LiabilitiesShort-Term Debt
    
    $
    122,200
    
    
    $
    95,000Current Maturities of Long-Term Debt
    
    
    3,348
    
    
    
    3,004Accounts Payable
    
    
    123,178
    
    
    
    141,390Accrued Salaries and Wages
    
    
    21,040
    
    
    
    29,283Accrued Taxes
    
    
    12,015
    
    
    
    11,409Other Accrued Liabilities
    
    
    15,406
    
    
    
    13,873Total Current Liabilities
    
    
    297,187
    
    
    
    293,959Pensions Benefit Liability
    
    
    40,035
    
    
    
    39,429Other Postretirement Benefits Liability
    
    
    30,765
    
    
    
    30,488Other Noncurrent Liabilities
    
    
    20,658
    
    
    
    23,228Deferred CreditsDeferred Income Taxes
    
    
    106,885
    
    
    
    105,813Deferred Tax Credits
    
    
    18,187
    
    
    
    16,761Regulatory Liabilities
    
    
    62,986
    
    
    
    62,705Other
    
    
    316
    
    
    
    275Total Deferred Credits
    
    
    188,374
    
    
    
    185,554CapitalizationLong-Term Debt, Net of Current Maturities
    
    
    342,490
    
    
    
    342,694Class B Stock Options of Subsidiary
    
    
    1,255
    
    
    
    1,255Cumulative Preferred Shares
Authorized 1,500,000 Shares Without Par Value;
Outstanding 2008 and 2007  155,000 Shares
    
    
    15,500
    
    
    
    15,500Cumulative Preference Shares  Authorized 1,000,000
Shares without Par Value; Outstanding  None
    
    
    
    
    
    
    Common Shares, Par Value $5 Per Share
Authorized 50,000,000 Shares;
Outstanding 2008  29,920,120 and 2007  29,849,789
    
    
    149,601
    
    
    
    149,249Premium on Common Shares
    
    
    109,713
    
    
    
    108,885Retained Earnings
    
    
    262,484
    
    
    
    263,332Accumulated Other Comprehensive Income
    
    
    831
    
    
    
    1,181Total Common Equity
    
    
    522,629
    
    
    
    522,647Total Capitalization
    
    
    881,874
    
    
    
    882,096Total
    
    $
    1,458,893
    
    
    $
    1,454,754
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##### Table of Contents



Otter Tail Corporation
Consolidated Statements of Income
 Three months endedMarch 31,2008
    
    
    2007(In thousands, except share and per share amounts)Operating RevenuesElectric
    
    $
    97,505
    
    
    $
    89,853Nonelectric
    
    
    202,732
    
    
    
    211,268Total Operating Revenues
    
    
    300,237
    
    
    
    301,121Operating ExpensesProduction Fuel  Electric
    
    
    19,904
    
    
    
    16,425Purchased Power  Electric System Use
    
    
    18,986
    
    
    
    26,011Electric Operation and Maintenance Expenses
    
    
    26,743
    
    
    
    26,875Cost of Goods Sold  Nonelectric (excludes depreciation; included below)
    
    
    165,223
    
    
    
    164,659Other Nonelectric Expenses
    
    
    34,747
    
    
    
    30,758Depreciation and Amortization
    
    
    14,913
    
    
    
    13,093Property Taxes  Electric
    
    
    2,624
    
    
    
    2,526Total Operating Expenses
    
    
    283,140
    
    
    
    280,347Operating Income
    
    
    17,097
    
    
    
    20,774Other Income
    
    
    962
    
    
    
    273Interest Charges
    
    
    6,711
    
    
    
    4,868Income Before Income Taxes
    
    
    11,348
    
    
    
    16,179Income Taxes
    
    
    3,118
    
    
    
    5,771Net Income
    
    
    8,230
    
    
    
    10,408Preferred Dividend Requirements
    
    
    184
    
    
    
    184Earnings Available for Common Shares
    
    $
    8,046
    
    
    $
    10,224Earnings Per Common Share:Basic
    
    $
    0.27
    
    
    $
    0.35Diluted
    
    $
    0.27
    
    
    $
    0.34Average Number of Common Shares Outstanding:Basic
    
    
    29,818,079
    
    
    
    29,503,252Diluted
    
    
    30,061,865
    
    
    
    29,756,904Dividends Per Common Share
    
    $
    0.2975
    
    
    $
    0.2925
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##### Table of Contents



Otter Tail Corporation
Consolidated Statements of Cash Flows
 Three months endedMarch 31,2008
    
    
    2007(Thousands of dollars)Cash Flows from Operating ActivitiesNet Income
    
    $
    8,230
    
    
    $
    10,408Adjustments to Reconcile Net Income to Net Cash Provided
by Operating Activities:Depreciation and Amortization
    
    
    14,913
    
    
    
    13,093Deferred Tax Credits
    
    
    (385
    )
    
    
    (283
    )Deferred Income Taxes
    
    
    3,722
    
    
    
    (742
    )Change in Deferred Debits and Other Assets
    
    
    701
    
    
    
    1,302Discretionary Contribution to Pension Plan
    
    
    
    
    
    
    (2,000
    )Change in Noncurrent Liabilities and Deferred Credits
    
    
    (1,147
    )
    
    
    3,523Allowance for Equity (Other) Funds Used During Construction
    
    
    348
    
    
    
    Change in Derivatives Net of Regulatory Deferral
    
    
    (1,511
    )
    
    
    (151
    )Stock Compensation Expense
    
    
    699
    
    
    
    572OtherNet
    
    
    252
    
    
    
    42Cash Provided by (Used for) Current Assets and Current Liabilities:Change in Receivables
    
    
    8,364
    
    
    
    (15,574
    )Change in Inventories
    
    
    (18,230
    )
    
    
    2,812Change in Other Current Assets
    
    
    (3,529
    )
    
    
    (23,047
    )Change in Payables and Other Current Liabilities
    
    
    (5,506
    )
    
    
    (11,323
    )Change in Interest and Income Taxes Payable
    
    
    433
    
    
    
    5,757Net Cash Provided by (Used in) Operating Activities
    
    
    7,354
    
    
    
    (15,611
    )Cash Flows from Investing ActivitiesCapital Expenditures
    
    
    (57,656
    )
    
    
    (23,866
    )Proceeds from Disposal of Noncurrent Assets
    
    
    464
    
    
    
    5,739AcquisitionsNet of Cash Acquired
    
    
    
    
    
    
    (1,965
    )Decreases (Increases) in Other Investments
    
    
    530
    
    
    
    (5,449
    )Net Cash Used in Investing Activities
    
    
    (56,662
    )
    
    
    (25,541
    )Cash Flows from Financing ActivitiesChange in Checks Written in Excess of Cash
    
    
    
    
    
    
    5,629Net Short-Term Borrowings
    
    
    27,200
    
    
    
    35,200Proceeds from Issuance of Common Stock, Net of Issuance Expenses
    
    
    454
    
    
    
    2,787Payments for Retirement of Common Stock
    
    
    (2
    )
    
    
    (2
    )Proceeds from Issuance of Long-Term Debt
    
    
    1,135
    
    
    
    90Debt Issuance Expenses
    
    
    (19
    )
    
    
    (77
    )Payments for Retirement of Long-Term Debt
    
    
    (984
    )
    
    
    (748
    )Dividends Paid
    
    
    (9,077
    )
    
    
    (8,828
    )Net Cash Provided by Financing Activities
    
    
    18,707
    
    
    
    34,051Effect of Foreign Exchange Rate Fluctuations on Cash
    
    
    224
    
    
    
    310Net Change in Cash and Cash Equivalents
    
    
    (30,377
    )
    
    
    (6,791
    )Cash and Cash Equivalents at Beginning of Period
    
    
    39,824
    
    
    
    6,791Cash and Cash Equivalents at End of Period
    
    $
    9,447
    
    
    $
    
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##### Table of Contents



OTTER TAIL CORPORATION
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    1. Summary of Significant Accounting Policies
 Revenue Recognition
 Accounting for
Derivative Instruments and Hedging Activities,
   6




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##### Table of Contents



March 31,
    
    
    December 31,(in thousands)
    
    2008
    
    
    2007Costs Incurred on Uncompleted Contracts
    
    $
    332,816
    
    
    $
    286,358Less Billings to Date
    
    
    (340,527
    )
    
    
    (292,692
    )Plus Estimated Earnings Recognized
    
    
    42,717
    
    
    
    38,275$
    35,006
    
    
    $
    31,941
  March 31,
    
    
    December 31,(in thousands)
    
    2008
    
    
    2007Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts
    
    $
    47,099
    
    
    $
    42,234Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts
    
    
    (12,093
    )
    
    
    (10,293
    )$
    35,006
    
    
    $
    31,941
 Sales of Receivables
 Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities
 Supplemental Disclosures of Cash Flow Information
 Three months endedMarch 31,(in thousands)
    
    2008
    
    2007Increases (Decreases) in Accounts Payable and OtherLiabilities Related to Capital Expenditures
    
    $
    (20,554
    )
    
    $
    174Cash Paid During the Period for:Interest (net of amount capitalized)
    
    $
    6,036
    
    
    $
    2,449Income Taxes
    
    $
    750
    
    
    $
    1,046
 Fair Value Measurements
 Fair Value Measurements
  7




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##### Table of Contents



(in thousands)
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssets:Investments of Nonqualified RetirementSavings Retirement Plan
    
    $
    172
    
    
    $
    10,748
    
    
    
    
    
    
    $
    10,920Cash Surrender Value of Keyman LifeInsurance Policies  Net of Policy Loans
    
    
    
    
    
    
    8,977
    
    
    
    
    
    
    
    8,977Forward Energy Contracts
    
    
    
    
    
    
    8,030
    
    
    
    
    
    
    
    8,030Investments of Captive Insurance Company:Corporate Debt Securities
    
    
    3,640
    
    
    
    
    
    
    
    
    
    
    
    3,640U.S. Government Debt Securities
    
    
    2,104
    
    
    
    
    
    
    
    
    
    
    
    2,104Total Assets
    
    $
    5,916
    
    
    $
    27,755
    
    
    
    
    
    
    $
    33,671Liabilities:Forward Energy Contracts
    
    
    
    
    
    $
    5,610
    
    
    
    
    
    
    $
    5,610Forward Foreign Currency Exchange
Contracts
    
    $
    6
    
    
    
    
    
    
    
    
    
    
    
    6Total Liabilities
    
    $
    6
    
    
    $
    5,610
    
    
    
    
    
    
    $
    5,616Net Assets
    
    $
    5,910
    
    
    $
    22,145
    
    
    
    
    
    
    $
    28,055
 Inventories
  March 31,
    
    
    December 31,(in thousands)
    
    2008
    
    
    2007Finished Goods
    
    $
    47,436
    
    
    $
    38,952Work in Process
    
    
    5,293
    
    
    
    5,218Raw Material, Fuel and Supplies
    
    
    62,527
    
    
    
    53,044$
    115,256
    
    
    $
    97,214
 8




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##### Table of Contents



Other Intangible Assets
  March 31, 2008
    
    
    December 31, 2007Gross
    
    
    
    
    
    
    Net
    
    
    Gross
    
    
    
    
    
    
    NetCarrying
    
    
    Accumulated
    
    
    Carrying
    
    
    Carrying
    
    
    Accumulated
    
    
    Carrying(in thousands)
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    Amount
    
    
    Amortization
    
    
    AmountAmortized Intangible Assets:Covenants Not to Compete
    
    $
    2,637
    
    
    $
    2,168
    
    
    $
    469
    
    
    $
    2,637
    
    
    $
    2,113
    
    
    $
    524Customer Relationships
    
    
    10,855
    
    
    
    1,566
    
    
    
    9,289
    
    
    
    10,879
    
    
    
    1,469
    
    
    
    9,410Other Intangible Assets Including Contracts
    
    
    2,785
    
    
    
    1,831
    
    
    
    954
    
    
    
    2,785
    
    
    
    1,775
    
    
    
    1,010Total
    
    $
    16,277
    
    
    $
    5,565
    
    
    $
    10,712
    
    
    $
    16,301
    
    
    $
    5,357
    
    
    $
    10,944Nonamortized Intangible Assets:Brand/Trade Name
    
    $
    9,505
    
    
    $
    
    
    
    $
    9,505
    
    
    $
    9,512
    
    
    $
    
    
    
    $
    9,512
  Comprehensive Income
 Three months endedMarch 31,(in thousands)
    
    2008
    
    
    2007Net Income
    
    $
    8,230
    
    
    $
    10,408Other Comprehensive (Loss) Income (net-of-tax)Foreign Currency Translation (Loss) Gain
    
    
    (452
    )
    
    
    104Amortization of Unrecognized Losses and Costs
Related to Postretirement Benefit
Programs
    
    
    43
    
    
    
    44Unrealized Gain (Loss) on Available-for-Sale Securities
    
    
    59
    
    
    
    (19
    )Total Other Comprehensive (Loss) Income
    
    
    (350
    )
    
    
    129Total Comprehensive Income
    
    $
    7,880
    
    
    $
    10,537
 New Accounting Standards
 SFAS No. 157, Fair Value Measurements,
 9




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##### Table of Contents



SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an
Amendment of FASB Statement No. 115,
 SFAS No. 141 (revised 2007), Businesses Combinations (SFAS No. 141(R)), Business Combinations,
 SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB
Statement No. 133
 10




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##### Table of Contents



2. Segment Information
           11




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##### Table of Contents



Operating Revenue
 Three months endedMarch 31,(in thousands)
    
    2008
    
    
    2007Electric
    
    $
    97,590
    
    
    $
    89,980Plastics
    
    
    22,350
    
    
    
    37,819Manufacturing
    
    
    97,595
    
    
    
    86,225Health Services
    
    
    29,265
    
    
    
    32,963Food Ingredient Processing
    
    
    15,898
    
    
    
    19,495Other Business Operations
    
    
    38,110
    
    
    
    35,146Corporate Revenues and Intersegment Eliminations
    
    
    (571
    )
    
    
    (507
    )Total
    
    $
    300,237
    
    
    $
    301,121
 Interest Expense
 Three months endedMarch 31,(in thousands)
    
    2008
    
    
    2007Electric
    
    $
    2,981
    
    
    $
    2,503Plastics
    
    
    141
    
    
    
    185Manufacturing
    
    
    2,146
    
    
    
    1,804Health Services
    
    
    179
    
    
    
    205Food Ingredient Processing
    
    
    10
    
    
    
    91Other Business Operations
    
    
    307
    
    
    
    199Corporate and Intersegment Eliminations
    
    
    947
    
    
    
    (119
    )Total
    
    $
    6,711
    
    
    $
    4,868
 Income Taxes
 Three months endedMarch 31,(in thousands)
    
    2008
    
    
    2007Electric
    
    $
    6,420
    
    
    $
    3,226Plastics
    
    
    425
    
    
    
    1,860Manufacturing
    
    
    (603
    )
    
    
    1,545Health Services
    
    
    (415
    )
    
    
    694Food Ingredient Processing
    
    
    600
    
    
    
    239Other Business Operations
    
    
    (1,160
    )
    
    
    59Corporate
    
    
    (2,149
    )
    
    
    (1,852
    )Total
    
    $
    3,118
    
    
    $
    5,771
 12




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##### Table of Contents



Earnings Available for Common Shares
 Three months endedMarch 31,(in thousands)
    
    2008
    
    
    2007Electric
    
    $
    12,566
    
    
    $
    5,738Plastics
    
    
    620
    
    
    
    2,828Manufacturing
    
    
    (616
    )
    
    
    2,539Health Services
    
    
    (691
    )
    
    
    948Food Ingredient Processing
    
    
    1,123
    
    
    
    449Other Business Operations
    
    
    (1,765
    )
    
    
    77Corporate
    
    
    (3,191
    )
    
    
    (2,355
    )Total
    
    $
    8,046
    
    
    $
    10,224
 Total Assets
 March 31,
    
    
    December 31,(in thousands)
    
    2008
    
    
    2007Electric
    
    $
    806,065
    
    
    $
    813,565Plastics
    
    
    83,739
    
    
    
    77,971Manufacturing
    
    
    282,068
    
    
    
    274,780Health Services
    
    
    63,981
    
    
    
    64,824Food Ingredient Processing
    
    
    94,654
    
    
    
    91,966Other Business Operations
    
    
    76,262
    
    
    
    72,258Corporate
    
    
    52,124
    
    
    
    59,390Total
    
    $
    1,458,893
    
    
    $
    1,454,754
  Three months endedMarch 31,2008
    
    2007United States of America
    
    
    96.1
    %
    
    
    96.5
    %Canada
    
    
    1.2
    %
    
    
    1.2
    %All Other Countries (none greater than 1%)
    
    
    2.7
    %
    
    
    2.3
    %
 3. Rate and Regulatory Matters
 Minnesota
 General Rate Case
 13




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##### Table of Contents



Capacity Expansion 2020 (CapX 2020) Mega Certificate of Need
 Renewable Energy Standards, Conservation and Renewable Resource Riders
   14




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##### Table of Contents



North Dakota
   Federal
 Transmission Practices Audit
 Big Stone II Project
   15




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##### Table of Contents



4. Regulatory Assets and Liabilities
 Accounting for the Effect of Certain Types of
Regulation
  March 31,
    
    
    December 31,(in thousands)
    
    2008
    
    
    2007Regulatory Assets:Unrecognized Transition Obligation, Prior Service Costs
and Actuarial Losses on Pension and Other Postretirement
Benefits
    
    $
    26,165
    
    
    $
    26,933Deferred Income Taxes
    
    
    8,493
    
    
    
    8,733Accrued Cost-of-Energy Revenue
    
    
    8,164
    
    
    
    19,452Reacquisition Premiums
    
    
    3,646
    
    
    
    3,745Minnesota Renewable Resource Rider Recoverable Costs
    
    
    865
    
    
    
    MISO Schedule 16 and 17 Deferred Administrative Costs  MN
    
    
    732
    
    
    
    855MISO Schedule 16 and 17 Deferred Administrative Costs  ND
    
    
    651
    
    
    
    576Accumulated ARO Accretion/Depreciation Adjustment
    
    
    397
    
    
    
    345Plant Acquisition Costs
    
    
    96
    
    
    
    107Deferred Conservation Program Costs
    
    
    25
    
    
    
    518Deferred Marked-to-Market Losses
    
    
    
    
    
    
    771Total Regulatory Assets
    
    $
    49,234
    
    
    $
    62,035Regulatory Liabilities:Accumulated Reserve for Estimated Removal Costs
    
    $
    58,126
    
    
    $
    57,787Deferred Income Taxes
    
    
    4,716
    
    
    
    4,502Gain on Sale of Division Office Building
    
    
    144
    
    
    
    145Deferred Marked-to-Market Gains
    
    
    
    
    
    
    271Total Regulatory Liabilities
    
    $
    62,986
    
    
    $
    62,705Net Regulatory Liability Position
    
    $
    13,752
    
    
    $
    670
 16




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##### Table of Contents



Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans, Accounting for Income Taxes
  5. Forward Contracts Classified as Derivatives
  17




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##### Table of Contents



(in thousands)
    
    March 31, 2008Current Asset  Marked-to-Market Gain
    
    $
    8,030Current Liability  Marked-to-Market Loss
    
    
    (5,610
    )Net Fair Value of Marked-to-Market Energy Contracts
    
    $
    2,420
 Year-to-Date(in thousands)
    
    March 31, 2008Fair Value at Beginning of Year
    
    $
    632Amount Realized on Contracts Entered into in 2007 and Settled in 2008
    
    
    (204
    )Changes in Fair Value of Contracts Entered into in 2007
    
    
    369Net Fair Value of Contracts Entered into in 2007 at End of Period
    
    
    797Changes in Fair Value of Contracts Entered into in 2008
    
    
    1,623Net Fair
Value End of Period
    
    $
    2,420
    18




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##### Table of Contents



6. Common Shares and Earnings Per Share
  Common Shares Outstanding, December 31, 2007
    
    
    29,849,789Issuances:Stock Options Exercised
    
    
    27,913Executive Officer Stock Performance Awards
    
    
    62,625Retirements:Shares Withheld for Individual Income Tax Requirements
    
    
    (20,207
    )Common Shares Outstanding, March 31, 2008
    
    
    29,920,120
   7. Share-Based Payments
   Three months endedMarch 31,(in thousands)
    
    2008
    
    
    20071999 Employee Stock Purchase Plan
    
    $
    70
    
    
    $
    64Stock Options Granted Under the 1999 Stock Incentive Plan
    
    
    
    
    
    
    68Restricted Stock Granted to Directors
    
    
    108
    
    
    
    151Restricted Stock Granted to Employees
    
    
    118
    
    
    
    166Restricted Stock Units Granted to Employees
    
    
    94
    
    
    
    69Stock Performance Awards Granted to Executive Officers
    
    
    340
    
    
    
    221Totals
    
    $
    730
    
    
    $
    739
 19




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##### Table of Contents



9. Commitments and Contingencies
  Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities
 11. Class B Stock Options of Subsidiary
  12. Pension Plan and Other Postretirement Benefits
 Pension Plan
 Three months endedMarch 31,(in thousands)
    
    2008
    
    
    2007Service CostBenefit Earned During the Period
    
    $
    1,275
    
    
    $
    1,263Interest Cost on Projected Benefit Obligation
    
    
    2,800
    
    
    
    2,733Expected Return on Assets
    
    
    (3,550
    )
    
    
    (3,223
    )Amortization of Prior-Service Cost
    
    
    175
    
    
    
    185Amortization of Net Actuarial Loss
    
    
    125
    
    
    
    309Net Periodic Pension Cost
    
    $
    825
    
    
    $
    1,267
  Executive Survivor and Supplemental Retirement Plan
 Three months endedMarch 31,(in thousands)
    
    2008
    
    
    2007Service CostBenefit Earned During the Period
    
    $
    173
    
    
    $
    156Interest Cost on Projected Benefit Obligation
    
    
    384
    
    
    
    363Amortization of Prior-Service Cost
    
    
    16
    
    
    
    17Amortization of Net Actuarial Loss
    
    
    120
    
    
    
    135Net Periodic Pension Cost
    
    $
    693
    
    
    $
    671
 20




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##### Table of Contents



Postretirement Benefits
 Three months endedMarch 31,(in thousands)
    
    2008
    
    
    2007Service CostBenefit Earned During the Period
    
    $
    300
    
    
    $
    315Interest Cost on Projected Benefit Obligation
    
    
    725
    
    
    
    698Amortization of Transition Obligation
    
    
    187
    
    
    
    187Amortization of Prior-Service Cost
    
    
    50
    
    
    
    (51
    )Amortization of Net Actuarial Loss
    
    
    125
    
    
    
    129Effect of Medicare Part D Expected Subsidy
    
    
    (400
    )
    
    
    (410
    )Net Periodic Postretirement Benefit Cost
    
    $
    987
    
    
    $
    868
 19. Subsequent Events
      21




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##### Table of Contents



Managements Discussion and Analysis of Financial Condition and Results of Operations
 RESULTS OF OPERATIONS
 Comparison of the Three Months Ended March 31, 2008 and 2007
    (in thousands)
    
    March 31, 2008
    
    March 31, 2007Operating Revenues:Electric
    
    $
    85
    
    
    $
    127Nonelectric
    
    
    486
    
    
    
    380Cost of Goods Sold
    
    
    466
    
    
    
    369Other Nonelectric Expenses
    
    
    105
    
    
    
    138
 22




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##### Table of Contents



Electric
 Three months endedMarch 31,
    
    
    
    
    
    
    %(in thousands)
    
    2008
    
    
    2007
    
    
    Change
    
    
    ChangeRetail Sales Revenues
    
    $
    87,300
    
    
    $
    81,176
    
    
    $
    6,124
    
    
    
    7.5Wholesale Revenues
    
    
    3,584
    
    
    
    4,234
    
    
    
    (650
    )
    
    
    (15.4
    )Net Marked-to-Market Gain (Loss)
    
    
    2,250
    
    
    
    (31
    )
    
    
    2,281
    
    
    
    Other Revenues
    
    
    4,456
    
    
    
    4,601
    
    
    
    (145
    )
    
    
    (3.2
    )Total Operating Revenues
    
    $
    97,590
    
    
    $
    89,980
    
    
    $
    7,610
    
    
    
    8.5Production Fuel
    
    
    19,904
    
    
    
    16,425
    
    
    
    3,479
    
    
    
    21.2Purchased Power  System Use
    
    
    18,986
    
    
    
    26,011
    
    
    
    (7,025
    )
    
    
    (27.0
    )Other Operation and Maintenance Expenses
    
    
    26,743
    
    
    
    26,875
    
    
    
    (132
    )
    
    
    (0.5
    )Depreciation and Amortization
    
    
    7,708
    
    
    
    6,670
    
    
    
    1,038
    
    
    
    15.6Property Taxes
    
    
    2,624
    
    
    
    2,526
    
    
    
    98
    
    
    
    3.9Operating Income
    
    $
    21,625
    
    
    $
    11,473
    
    
    $
    10,152
    
    
    
    88.5
    23




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##### Table of Contents



Plastics
 Three months endedMarch 31,
    
    
    
    
    
    
    %(in thousands)
    
    2008
    
    
    2007
    
    
    Change
    
    
    ChangeOperating Revenues
    
    $
    22,350
    
    
    $
    37,819
    
    
    $
    (15,469
    )
    
    
    (40.9
    )Cost of Goods Sold
    
    
    18,936
    
    
    
    30,648
    
    
    
    (11,712
    )
    
    
    (38.2
    )Operating Expenses
    
    
    1,438
    
    
    
    1,539
    
    
    
    (101
    )
    
    
    (6.6
    )Depreciation and Amortization
    
    
    795
    
    
    
    765
    
    
    
    30
    
    
    
    3.9Operating Income
    
    $
    1,181
    
    
    $
    4,867
    
    
    $
    (3,686
    )
    
    
    (75.7
    )
  Manufacturing
 Three months endedMarch 31,
    
    
    
    
    
    
    %(in thousands)
    
    2008
    
    
    2007
    
    
    Change
    
    
    ChangeOperating Revenues
    
    $
    97,595
    
    
    $
    86,225
    
    
    $
    11,370
    
    
    
    13.2Cost of Goods Sold
    
    
    82,848
    
    
    
    69,246
    
    
    
    13,602
    
    
    
    19.6Operating Expenses
    
    
    10,323
    
    
    
    7,931
    
    
    
    2,392
    
    
    
    30.2Depreciation and Amortization
    
    
    3,749
    
    
    
    3,110
    
    
    
    639
    
    
    
    20.5Operating Income
    
    $
    675
    
    
    $
    5,938
    
    
    $
    (5,263
    )
    
    
    (88.6
    )
  
    
    Revenues at DMI Industries, Inc. (DMI) increased $6.7 million as a result of increases
in production and sales activity, including initial operations at its new plant in
Oklahoma.
    
    Revenues at BTD Manufacturing, Inc. (BTD) increased $3.0 million due to increased
business with existing customers as well as new business related to the acquisition of Pro
Engineering, LLC in May 2007.
 24




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##### Table of Contents




    
    Revenues at T.O. Plastics, Inc. (T.O. Plastics) increased $2.0 million as a result of
increased sales of horticultural products.
    
    Revenues at ShoreMaster, Inc. (ShoreMaster) decreased $0.3 million between the quarters.
ShoreMaster experienced revenue increases at all of its production facilities except its
plant in Camdenton, Missouri, which recorded a $2.7 million decrease in sales revenue as a
result of reduced volumes of commercial sales activity in the region.
  
    
    DMIs cost of goods sold increased $9.2 million as a result of increases in production
and sales activity, including initial operations at its new plant in Oklahoma. Included in
cost of goods sold for the quarter ended March 31, 2008 are costs of $0.8 million
associated with the start up of DMIs new plant in Oklahoma and $3.2 million in additional
labor and material costs on a production contract at the Fort Erie plant. These items
contributed to a $2.5 million reduction in DMIs gross profits between the quarters.
    
    Cost of goods sold at BTD increased $2.5 million in relationship to BTDs increased
sales, mainly in the categories of material, labor and subcontractor costs.
    
    Cost of goods sold at T.O. Plastics increased $1.4 million, mainly due to increased
sales of horticultural products.
    
    Cost of goods sold at ShoreMaster increased $0.5 million. Cost of goods sold at all of
ShoreMasters production facilities, except its plant in Camdenton, Missouri, increased
commensurate with increases in sales revenues from those facilities resulting in increased
profit margins at those facilities. However, gross profits declined at Camdenton relative
to the decrease in sales volume.
  
    
    Operating expenses at DMI increased $0.8 million, mainly related to operation of its new
plant in Oklahoma, which began construction in the third quarter of 2007 and went into
operation in January 2008.
    
    BTDs operating expenses increased $0.5 million as a result of increases in labor and
benefit costs and the May 2007 acquisition of Pro Engineering.
    
    ShoreMasters operating expenses increased $1.1 million as a result of increases of $0.3
million in sales and marketing expenses, $0.3 million in salary and benefit expenses, $0.2
million in contracted services related to software implementation and $0.1 million in bad
debt expense. Operating expenses at ShoreMasters Camdenton, Missouri plant were flat
between the quarters. The increases in operating expenses at ShoreMasters other facilities
completely offset the increases in gross profits from those facilities resulting in no
increase in operating income from those facilities.
    
    T.O. Plastics operating expenses were flat between the quarters.
  25




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##### Table of Contents



Health Services
 Three months endedMarch 31,
    
    
    
    
    
    
    %(in thousands)
    
    2008
    
    
    2007
    
    
    Change
    
    
    ChangeOperating Revenues
    
    $
    29,265
    
    
    $
    32,963
    
    
    $
    (3,698
    )
    
    
    (11.2
    )Cost of Goods Sold
    
    
    23,291
    
    
    
    24,383
    
    
    
    (1,092
    )
    
    
    (4.5
    )Operating Expenses
    
    
    5,925
    
    
    
    5,806
    
    
    
    119
    
    
    
    2.0Depreciation and Amortization
    
    
    982
    
    
    
    962
    
    
    
    20
    
    
    
    2.1Operating (Loss) Income
    
    $
    (933
    )
    
    $
    1,812
    
    
    $
    (2,745
    )
    
    
    (151.5
    )
  Food Ingredient Processing
 Three months endedMarch 31,
    
    
    
    
    
    
    %(in thousands)
    
    2008
    
    
    2007
    
    
    Change
    
    
    ChangeOperating Revenues
    
    $
    15,898
    
    
    $
    19,495
    
    
    $
    (3,597
    )
    
    
    (18.5
    )Cost of Goods Sold
    
    
    12,319
    
    
    
    16,993
    
    
    
    (4,674
    )
    
    
    (27.5
    )Operating Expenses
    
    
    813
    
    
    
    752
    
    
    
    61
    
    
    
    8.1Depreciation and Amortization
    
    
    1,073
    
    
    
    969
    
    
    
    104
    
    
    
    10.7Operating Income
    
    $
    1,693
    
    
    $
    781
    
    
    $
    912
    
    
    
    116.8
  26




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##### Table of Contents



Other Business Operations
 Three months endedMarch 31,
    
    
    
    
    
    
    %(in thousands)
    
    2008
    
    
    2007
    
    
    Change
    
    
    ChangeOperating Revenues
    
    $
    38,110
    
    
    $
    35,146
    
    
    $
    2,964
    
    
    
    8.4Cost of Goods Sold
    
    
    28,295
    
    
    
    23,758
    
    
    
    4,537
    
    
    
    19.1Operating Expenses
    
    
    12,013
    
    
    
    10,613
    
    
    
    1,400
    
    
    
    13.2Depreciation and Amortization
    
    
    461
    
    
    
    452
    
    
    
    9
    
    
    
    2.0Operating (Loss) Income
    
    $
    (2,659
    )
    
    $
    323
    
    
    $
    (2,982
    )
    
    
    
  
    
    Revenues at Foley Company increased $4.1 million due to an increase in volume of jobs in
progress.
    
    Revenues at Midwest Construction Services, Inc. (MCS) decreased $1.6 million as a result
of a decrease in jobs in progress between the quarters due to unfavorable weather
conditions in the first quarter of 2008 compared with the first quarter of 2007 and a
decline in bid activity between the periods.
    
    Revenues at E.W. Wylie Corporation (Wylie) increased $0.5 million mainly as a result of
the impact of increased fuel costs on shipping rates. Miles driven by company-owned trucks
increased 23.9% while miles driven by owner-operated trucks decreased 45.6%. Combined miles
driven by company-owned and owner-operated trucks decreased 3.2% between the quarters.
  
    
    Foley Companys cost of goods sold increased $3.9 million, including increases of $3.5
million in subcontractor and material costs and $0.4 million in labor and benefit costs, as
a result of increased construction activity and jobs in progress.
 
    
    Cost of goods sold at MCS increased $0.6 million between the quarters due to increases
in indirect labor, insurance and equipment operating costs on higher-cost contracts
initiated in 2007, resulting in lower than expected margins on those contracts in the first
quarter of 2008.
  
    
    Wylies operating expenses increased $0.9 million between the quarters. Fuel costs
increased $1.5 million as a result of higher diesel fuel prices and an increase in miles
driven by company-owned trucks. Labor costs increased by $0.2 million and equipment rental
costs increased by $0.2 million due to the addition of heavy-haul services in the fourth
quarter of 2007, which also contributed to the increase in miles driven by company-owned
trucks. Subcontractor expenses decreased $1.0 million as a result of the decrease in miles
driven by owner-operated trucks.
    
    Operating expenses at Otter Tail Energy Services Company increased $0.2 million between
the quarters related to the investigation and development of renewable energy
wind-generation projects.
    
    Foley Companys operating expenses increased $0.1 million between the quarters.
    
    MCSs operating expenses increased $0.1 million between the quarters.
 27




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##### Table of Contents



Corporate
  Three months endedMarch 31,
    
    
    
    
    
    %(in thousands)
    
    2008
    
    2007
    
    Change
    
    ChangeOperating Expenses
    
    $
    4,340
    
    
    $
    4,255
    
    
    $
    85
    
    
    
    2.0Depreciation and Amortization
    
    
    145
    
    
    
    165
    
    
    
    (20
    )
    
    
    (12.1
    )
 Interest
Charges
  Other Income
  Income Taxes
  28




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##### Table of Contents



2008 EXPECTATIONS
   
    
    We expect increased levels of net income from our electric segment in 2008. The increase
is attributable to an increase in revenues from a pending rate case in Minnesota and rate
riders for wind energy and transmission investments in North Dakota and Minnesota. The
interim rates are currently in effect during the pending Minnesota rate case. If final
rates are lower than interim rates, a refund will be due. If final rates are higher, the
higher rates will be prospective only. The increase also reflects having lower-cost
generation available for the year, as no major plant shutdowns are planned for Big Stone
Plant or Coyote Station in 2008.
    
    We expect our plastics segments 2008 performance to be below normal levels as this
segment continues to be impacted by sluggish housing and construction markets. Announced
capacity expansions are not expected to have a material impact on 2008.
    
    We expect increased capacity and productivity related to recent expansions and
acquisitions as well as the start-up of DMIs wind tower manufacturing plant in Oklahoma in
2008 to result in increased levels of net income in our manufacturing segment in 2008.
Offsetting this overall segment growth are the effects of a softening economy and the
impact it is having on ShoreMaster. Backlog in place at March 31, 2008 in the manufacturing
segment to support revenues for the remainder of 2008 is approximately $280 million. This
compares with $187 million as of March 31, 2007. DMI Industries accounts for a substantial
portion of the 2008 backlog.
    
    We expect improvement in net income in our health services segment in 2008 as it focuses
on improving its mix of imaging assets and asset utilization rates.
    
    We expect our food ingredient processing business to have increased net income due to
higher operating margins in 2008. This business has backlog in place as of March 31, 2008
of 89.1 million pounds for the remainder of 2008 compared with 74.0 million pounds as of
March 31, 2007.
    
    We expect our other business operations segment to have higher earnings in 2008 compared
with 2007. Backlog in place for the construction businesses at the end of the first quarter
of 2008 was approximately $83 million for the remainder of 2008 compared with $87 million
at the same time in 2007.
    
    We expect corporate general and administrative costs to increase in 2008.
 29




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##### Table of Contents



FINANCIAL POSITION
      30




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##### Table of Contents



MoodysInvestors
    
    StandardService
    
    & PoorsSenior Unsecured Debt
    
    A3
    
    BBB+Preferred Stock
    
    Baa2
    
    BBB-Outlook
    
    Negative
    
    Negative
  31




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##### Table of Contents



32




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##### Table of Contents



2008-(in millions)
    
    2008
    
    
    
    2012Electric
    
    $
    215
    
    
    
    $
    880Plastics
    
    
    13
    
    
    
    
    21Manufacturing
    
    
    18
    
    
    
    
    80Health Services
    
    
    2
    
    
    
    
    11Food Ingredient Processing
    
    
    4
    
    
    
    
    18Other Business Operations
    
    
    4
    
    
    
    
    9Corporate
    
    
    
    
    
    
    
    1Total
    
    $
    256
    
    
    
    $
    1,020
    Critical Accounting Policies Involving Significant Estimates
   33




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##### Table of Contents



Forward Looking Information  Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995
   
    
    We are subject to federal and state legislation, regulations and actions that may have a
negative impact on our business and results of operations.
    
    Actions by the regulators of the electric segment could result in rate reductions, lower
revenues and earnings or delays in recovering capital expenditures.
    
    Future operating results of our electric segment will be impacted by the outcome of a rate
case filed in Minnesota and rate rider filings with North Dakota and Minnesota for
transmission and wind energy investments. The rate case was filed on October 1, 2007,
requesting an overall increase in Minnesota rates of 6.7%. The filing includes a request for
an interim rate increase of 5.4%, which went into effect on November 30, 2007. Interim rates
will remain in effect for all Minnesota customers until the MPUC makes a final determination
on the electric utilitys request, which is expected by August 1, 2008. If final rates are
lower than interim rates, the electric utility will refund Minnesota customers the difference
with interest.
    
    Certain costs currently included in the FCA in retail rates may be excluded from recovery
through the FCA but may be subject to recovery through rates established in a general rate
case. Further, all, or portions of, gross margins on asset-based wholesale electric sales may
become subject to refund through the FCA as a result of a general rate case.
    
    Weather conditions or changes in weather patterns can adversely affect our operations and
revenues.
    
    Electric wholesale margins could be further reduced as the MISO market becomes more
efficient.
    
    Electric wholesale trading margins could be reduced or eliminated by losses due to trading
activities.
    
    Our electric generating facilities are subject to operational risks that could result in
unscheduled plant outages, unanticipated operation and maintenance expenses and increased
power purchase costs.
    
    Wholesale sales of electricity from excess generation could be affected by reductions in
coal shipments to the Big Stone and Hoot Lake plants due to supply constraints or rail
transportation problems beyond our control.
 34




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##### Table of Contents




    
    Our electric segment has capitalized $9.1 million in costs related to the planned
construction of a second electric generating unit at its Big Stone Plant site as of March 31,
2008. Should approvals of permits not be received on a timely basis, the project could be at
risk. If the project is abandoned for permitting or other reasons, these capitalized costs
and others incurred in future periods may be subject to expense and may not be recoverable.
    
    Federal and state environmental regulation could cause us to incur substantial capital
expenditures which could result in increased operating costs.
    
    Existing or new laws or regulations addressing climate change or reductions of greenhouse
gas emissions by federal or state authorities, such as mandated levels of renewable
generation or mandatory reductions in carbon dioxide (CO2) emission levels or
taxes on CO2 emissions, that result in increases in electric service costs could
negatively impact the corporations net income, financial position and operating cash flows
if such costs cannot be recovered through rates granted by ratemaking authorities in the
states where the electric utility provides service or through increased market prices for
electricity.
    
    We may not be able to respond effectively to deregulation initiatives in the electric
industry, which could result in reduced revenues and earnings.
    
    Our manufacturer of wind towers operates in a market that has been influenced by the
existence of a Federal Production Tax Credit. This tax credit is scheduled to expire on
December 31, 2008. Should this tax credit not be renewed, the revenues and earnings of this
business could be reduced.
    
    Our plans to grow and diversify through acquisitions and capital projects may not be
successful and could result in poor financial performance.
    
    Our ability to own and expand our nonelectric businesses could be limited by state law.
    
    Competition is a factor in all of our businesses.
    
    Economic uncertainty could have a negative impact on our future revenues and earnings.
    
    Volatile financial markets and changes in our debt rating could restrict our ability to
access capital and could increase borrowing costs and pension plan expenses.
    
    The price and availability of raw materials could affect the revenue and earnings of our
manufacturing segment.
    
    Our food ingredient processing segment operates in a highly competitive market and is
dependent on adequate sources of raw materials for processing. Should the supply of these raw
materials be affected by poor growing conditions, this could negatively impact the results of
operations for this segment.
    
    Our food ingredient processing and wind tower manufacturing businesses could be adversely
affected by changes in foreign currency exchange rates.
    
    Our plastics segment is highly dependent on a limited number of vendors for PVC resin,
many of which are located in the Gulf Coast regions, and a limited supply of resin. The loss
of a key vendor or an interruption or delay in the supply of PVC resin could result in
reduced sales or increased costs for this business. Reductions in PVC resin prices could
negatively impact PVC pipe prices, profit margins on PVC pipe sales and the value of PVC pipe
held in inventory.
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
    
    Changes in the rates or method of third-party reimbursements for diagnostic imaging
services could result in reduced demand for those services or create downward pricing
pressure, which would decrease revenues and earnings for our health services segment.
    
    Our health services businesses may not be able to retain or comply with the dealership
arrangement and other agreements with Philips Medical.
    
    Actions by regulators of our health services segment could result in monetary penalties or
restrictions in our health services operations.
    
    A significant failure or an inability to properly bid or perform on projects by ours
construction businesses could lead to adverse financial results.
 
 Quantitative and Qualitative Disclosures about Market Risk
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(in thousands)
    
    March 31, 2008Current Asset  Marked-to-Market Gain
    
    $
    8,030Current Liability  Marked-to-Market Loss
    
    
    (5,610
    )Net Fair Value of Marked-to-Market Energy Contracts
    
    $
    2,420
 Year-to-Date(in thousands)
    
    March 31, 2008Fair Value at Beginning of Year
    
    $
    632Amount Realized on Contracts Entered into in 2007 and Settled in 2008
    
    
    (204
    )Changes in Fair Value of Contracts Entered into in 2007
    
    
    369Net Fair Value of Contracts Entered into in 2007 at End of Period
    
    
    797Changes in Fair Value of Contracts Entered into in 2008
    
    
    1,623Net Fair Value End of Period
    
    $
    2,420
  2nd Quarter
    
    3rd Quarter
    
    4th Quarter(in thousands)
    
    2008
    
    2008
    
    2008
    
    TotalNet Gain
    
    $
    995
    
    
    $
    628
    
    
    $
    797
    
    
    $
    2,420
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Controls and Procedures
   
 PART II. OTHER INFORMATION
 
 Legal Proceedings
  
 Risk Factors
  
 Unregistered Sales of Equity Securities and Use of Proceeds
  Total Number of
    
    Average PriceCalendar Month
    
    Shares Purchased
    
    Paid per ShareJanuary 2008
    
    
    
    
    
    
    February 2008
    
    
    20,139
    
    
    $
    33.01March 2008
    
    
    68
    
    
    $
    31.795Total
    
    
    20,207
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##### Table of Contents



Exhibits
 31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 SIGNATURES
  OTTER TAIL CORPORATIONBy:
    /s/ Kevin G. Moug
Kevin G. MougChief Financial Officer and Treasurer(Chief Financial Officer/Authorized Officer)
 May 12, 2008
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EXHIBIT INDEX
 Exhibit Number
    
    Description31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002