10-Q

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2009
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 No. 33-7591

(An Electric Membership Corporation)
(Exact name of registrant as specified in its charter)

Georgia (State or other jurisdiction of incorporation or organization)	58-1211925 (I.R.S. employer identification no.)
2100 East Exchange Place Tucker, Georgia (Address of principal executive offices)	30084-5336 (Zip Code)
Registrant's telephone number, including area code	(770) 270-7600

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

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o    No o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer o    Accelerated filer o    Non-accelerated filer ý (Do not check if a smaller reporting company)    Smaller reporting company o

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

        Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. The registrant is a membership corporation and has no authorized or outstanding equity securities.

(This page has been left blank intentionally.)

OGLETHORPE POWER CORPORATION
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2009

			Page No.
PART I—FINANCIAL INFORMATION
	Item 1.	Financial Statements	2
		Unaudited Condensed Balance Sheets as of March 31, 2009 and December 31, 2008	2
		Unaudited Condensed Statements of Revenues and Expenses For the Three Months ended March 31, 2009 and 2008	4
		Unaudited Condensed Statements of Patronage Capital and Membership Fees and Accumulated Other Comprehensive Deficit For the Three Months ended March 31, 2009 and 2008	5
		Unaudited Condensed Statements of Cash Flows For the Three Months ended March 31, 2009 and 2008	6
		Notes to Unaudited Condensed Financial Statements For the Three Months ended March 31, 2009 and 2008	7
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
	Item 4.	Controls and Procedures	31
PART II—OTHER INFORMATION
	Item 1.	Legal Proceedings	31
	Item 1A.	Risk Factors	31
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
	Item 3.	Defaults Upon Senior Securities	31
	Item 4.	Submission of Matters to a Vote of Security Holders	31
	Item 5.	Other Information	31
	Item 6.	Exhibits	32
SIGNATURES			33

1

PART I—FINANCIAL INFORMATION
Item 1. Financial Statements

Oglethorpe Power Corporation
Condensed Balance Sheets (Unaudited)
March 31, 2009 and December 31, 2008

			(dollars in thousands)
		2009			2008
Assets
Electric plant:
	In service	$	5,923,360		$	5,906,865
	Less: Accumulated provision for depreciation		(2,787,009	)		(2,753,954	)
			3,136,351			3,152,911
	Nuclear fuel, at amortized cost		186,879			179,020
	Construction work in progress		373,384			307,464
			3,696,614			3,639,395
Investments and funds:
	Decommissioning fund		190,388			201,094
	Deposit on Rocky Mountain transactions		110,044			108,219
	Bond, reserve and construction funds		3,513			4,560
	Investment in associated companies		43,845			43,441
	Long-term investments		80,059			81,550
	Other, at cost		391			391
			428,240			439,255
Current assets:
	Cash and cash equivalents, at cost		414,101			167,659
	Restricted cash, at cost		—			10,255
	Restricted short-term investments		80,000			—
	Receivables		129,062			116,679
	Inventories, at average cost		184,651			175,350
	Prepayments and other current assets		4,031			5,619
			811,845			475,562
Deferred charges:
	Premium and loss on reacquired debt, being amortized		126,846			130,013
	Deferred amortization of capital leases		83,636			85,612
	Deferred debt expense, being amortized		44,785			41,905
	Deferred outage costs, being amortized		33,358			27,137
	Deferred tax assets		48,000			48,000
	Deferred asset associated with retirement obligations		76,841			60,310
	Deferred interest rate swap termination fees, being amortized		32,288			33,286
	Deferred depreciation expense		50,114			42,955
	Other		18,627			21,022
			514,495			490,240
		$	5,451,194		$	5,044,452

The accompanying notes are an integral part of these condensed financial statements.

2

Oglethorpe Power Corporation
Condensed Balance Sheets (Unaudited)
March 31, 2009 and December 31, 2008

			(dollars in thousands)
		2009			2008
Equity and Liabilities
Capitalization:
	Patronage capital and membership fees	$	551,476		$	535,829
	Accumulated other comprehensive deficit		(1,173	)		(1,348	)
			550,303			534,481
	Long-term debt		3,656,911			3,278,856
	Obligation under capital leases		233,946			236,067
	Obligation under Rocky Mountain transactions		110,044			108,219
			4,551,204			4,157,623
Current liabilities:
	Long-term debt and capital leases due within one year		112,929			110,647
	Short-term borrowings		—			140,000
	Accounts payable		18,663			29,305
	Accrued interest		33,278			34,539
	Accrued and withheld taxes		6,997			18,827
	Members' advances, current		88,105			—
	Other current liabilities		42,925			28,081
			302,897			361,399
Deferred credits and other liabilities:
	Gain on sale of plant, being amortized		32,918			33,536
	Net benefit of Rocky Mountain transactions, being amortized		56,540			57,336
	Asset retirement obligations		286,024			281,458
	Accumulated retirement costs for other obligations		47,739			49,675
	Long-term contingent liability		48,000			48,000
	Members' advances		72,182			5,000
	Other		53,690			50,425
			597,093			525,430
		$	5,451,194		$	5,044,452

The accompanying notes are an integral part of these condensed financial statements.

3

Oglethorpe Power Corporation
Condensed Statements of Revenues and Expenses (Unaudited)
For the Three Months Ended March 31, 2009 and 2008

				(dollars in thousands)
			Three Months
			2009			2008
Operating revenues:
	Sales to Members		$	281,705		$	291,310
	Sales to non-Members			308			333
		Total operating revenues		282,013			291,643
Operating expenses:
	Fuel			88,574			98,887
	Production			70,764			69,745
	Purchased power			25,146			36,398
	Depreciation and amortization			30,884			29,724
	Accretion			4,565			4,303
	Other			—			(2	)
		Total operating expenses		219,933			239,055
Operating margin				62,080			52,588
Other income (expense):
	Investment income			7,502			8,867
	Other			2,958			2,659
		Total other income		10,460			11,526
Interest charges:
	Interest on long-term debt and capital leases			56,136			55,628
	Other interest			617			382
	Allowance for debt funds used during construction			(3,805	)		(2,337	)
	Amortization of debt discount and expense			3,945			3,774
		Net interest charges		56,893			57,447
Net margin			$	15,647		$	6,667

The accompanying notes are an integral part of these condensed financial statements.

4

Oglethorpe Power Corporation
Condensed Statements of Patronage Capital and Membership Fees
and Accumulated Other Comprehensive Deficit (Unaudited)
For the Three Months Ended March 31, 2009 and 2008

			(dollars in thousands)
		Patronage Capital and Membership Fees		Accumulated Other Comprehensive (Deficit)			Total
Balance at December 31, 2007		$	516,570	$	(32,691	)	$	483,879
Components of comprehensive margin:
	Net margin		6,667		—			6,667
	Realized deferred loss on interest rate swap arrangements		—		32,806			32,806
	Unrealized loss on available-for-sale securities		—		(2,553	)		(2,553	)
Total comprehensive margin								36,920
Balance at March 31, 2008		$	523,237	$	(2,438	)	$	520,799
Balance at December 31, 2008		$	535,829	$	(1,348	)	$	534,481
Components of comprehensive margin:
	Net margin		15,647		—			15,647
	Unrealized gain on available-for-sale securities		—		175			175
Total comprehensive margin								15,822
Balance at March 31, 2009		$	551,476	$	(1,173	)	$	550,303

The accompanying notes are an integral part of these condensed financial statements.

5

Oglethorpe Power Corporation
Condensed Statements of Cash Flows (Unaudited)
For the Three Months Ended March 31, 2009 and 2008

					(dollars in thousands)
				2009			2008
Cash flows from operating activities:
	Net margin			$	15,647		$	6,667
	Adjustments to reconcile net margin to net cash provided (used) by operating activities:
		Depreciation and amortization, including nuclear fuel			54,405			52,034
		Accretion cost			4,565			4,303
		Amortization of deferred gains			(1,415	)		(1,415	)
		Allowance for equity funds used during construction			(795	)		(598	)
		Deferred outage costs			(13,850	)		(17,389	)
		Loss on sale of investments			4,792			2,428
		Regulatory deferral of costs associated with nuclear decommissioning			(7,747	)		(1,202	)
		Other			453			675
	Change in operating assets and liabilities:
		Receivables			4,589			(39,267	)
		Inventories			(9,300	)		326
		Prepayments and other current assets			1,588			1,551
		Accounts payable			(32,541	)		(7,152	)
		Accrued interest			(1,261	)		(672	)
		Accrued and withheld taxes			(11,830	)		(17	)
		Other current liabilities			(2,571	)		(11,425	)
		Settlement of interest rate swaps			—			(33,771	)
		Increase in Members' advances			155,287			—
			Total adjustments		144,369			(51,591	)
Net cash provided (used) by operating activities					160,016			(44,924	)
Cash flows provided (used) by investing activities:
	Property additions				(82,186	)		(89,006	)
	Activity in decommissioning fund—Purchases				(193,608	)		(118,133	)
	—Proceeds				192,686			112,776
	Activity in bond, reserve and construction funds—Purchases				(2	)		(35	)
	—Proceeds				1,049			1,077
	Decrease in restricted cash and cash equivalents				10,255			48,124
	Increase in restricted short-term investments				(80,000	)		(40,033	)
	Decrease (increase) in investment in associated organizations				(639	)		1,406
	Activity in other long-term investments—Purchases				(452	)		(172,111	)
	—Proceeds				—			178,395
	Other				2,011			2,448
Net cash provided (used) by investing activities					(150,886	)		(75,092	)
Cash flows provided (used) by financing activities:
	Long-term debt proceeds				408,900			—
	Long-term debt payments				(30,689	)		(67,063	)
	Payment of notes payable				(140,000	)		—
	Other				(899	)		298
Net cash provided (used) by financing activities					237,312			(66,765	)
Net decrease in cash and cash equivalents					246,442			(186,781	)
Cash and cash equivalents at beginning of period					167,659			290,930
Cash and cash equivalents at end of period				$	414,101		$	104,149
Supplemental cash flow information:
Cash paid for—
	Interest (net of amounts capitalized)			$	54,209		$	54,345
	Plant expenditures included in ending accounts payable			$	21,081		$	(10,602	)

The accompanying notes are an integral part of these condensed financial statements.

6

Oglethorpe Power Corporation
Notes to Unaudited Condensed Financial Statements
March 31, 2009 and 2008

(A)

General.    The condensed financial statements included in this report have been prepared by Oglethorpe Power Corporation (Oglethorpe), pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). In the opinion of management, the information furnished in this report reflects all adjustments (which include only normal recurring adjustments) and estimates necessary to fairly state, in all material respects, the results for the periods ended March 31, 2009 and 2008. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (GAAP) have been condensed or omitted pursuant to SEC rules and regulations, although Oglethorpe believes that the disclosures are adequate to make the information presented not misleading. These condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in Oglethorpe's Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as filed with the SEC. The results of operations for the three-month period ended March 31, 2009 are not necessarily indicative of results to be expected for the full year. As noted in Oglethorpe's Annual Report on Form 10-K for the fiscal year ended December 31, 2008, substantially all of Oglethorpe's sales are to its 38 electric distribution cooperative members (the Members) and, thus, the receivables on the accompanying balance sheets are principally from its Members. (See "Notes to Financial Statements" in Oglethorpe's Annual Report on Form 10-K for the fiscal year ended December 31, 2008.)

(B)

Fair Value Measurements.    Fair value measurements for financial and non-financial assets and liabilities are disclosed in accordance with Statement of Financial Accounting Standards (SFAS) No. 157, "Fair Value Measurements." SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements.

SFAS No. 157 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

•

Level 1.    Quoted prices from active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Quoted prices in active markets provide the most reliable evidence of fair value and shall be used to measure fair value whenever available. Level 1 primarily consists of financial instruments that are exchange-traded.

•

Level 2.    Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Level 2 primarily consists of financial instruments that are non-exchange-traded but have significant observable inputs.

•

Level 3.    Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may include internally developed methodologies that result in management's best estimate of fair value. Level 3 financial instruments are those whose fair value is based on significant unobservable inputs.

7

As required by SFAS No. 157, assets and liabilities measured at fair value are based on one or more of the following three valuation techniques:

1.    Market approach.    The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business) and deriving fair value based on these inputs.

2.    Income approach.    The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts.

3.    Cost approach.    The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (often referred to as current replacement cost). This approach assumes that the fair value would not exceed what it would cost a market participant to acquire or construct a substitute asset or comparable utility, adjusted for obsolescence.

The tables below details assets and liabilities measured at fair value on a recurring basis for the periods ending March 31, 2009 and December 31, 2008, respectively (dollars in thousands).

			Fair Value Measurements at Reporting Date Using
				Quoted Prices in Active Markets for Identical Assets	Significant Other Observable Inputs		Significant Unobservable Inputs
	March 31, 2009			(Level 1)	(Level 2)		(Level 3)
Decommissioning funds	$190,388			$178,630	$10,318		$1,440
Bond, reserve and construction funds	3,513			3,513	—		—
Long-term investments	80,059			50,440	—		29,619	(1)
Natural gas swaps	(35,432	)		—	(35,432	)	—
Deposit on Rocky Mountain transactions	110,044			—	—		110,044
Investments in associated companies	43,845			—	—		43,845

			Fair Value Measurements at Reporting Date Using
				Quoted Prices in Active Markets for Identical Assets	Significant Other		Significant Unobservable Inputs
	December 31, 2008			(Level 1)	(Level 2)		(Level 3)
Decommissioning funds	$201,094			$184,854	$10,155		$6,085
Bond, reserve and construction funds	4,560			4,560	—		—
Long-term investments	81,550			51,907	—		29,643	(1)
Natural gas swaps	(18,836	)		—	(18,836	)	—
Deposit on Rocky Mountain transactions	108,219			—	—		108,219
Investments in associated companies	43,441			—	—		43,441

(1)

Represents auction rate securities investments held by Oglethorpe.

8

The following tables present assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs for the three months ended March 31, 2009 (dollars in thousands).

		Three Months Ended March 31, 2009
			Decommissioning funds		Long-term investments		Deposit on Rocky Mountain transactions	Investments in associated companies
Assets:
Balance at December 31, 2008			$6,085		$29,643		$108,219	$43,441
Total gains or losses (realized/unrealized):
	Impairment included in other comprehensive deficit		—		(24	)	—	—
Transfers to Level 3			(4,645	)	—		1,825	404
Balance at March 31, 2009			$1,440		$29,619		$110,044	$43,845

		Three Months Ended March 31, 2008
			Decommissioning funds		Long-term investments		Deposit on Rocky Mountain transactions	Investments in associated companies
Assets:
Balance at January 1, 2008			$1,342		$7,300		$101,272	$46,449
Total gains or losses (realized/unrealized):
	Included in earnings		(50	)	—		—	—
	Included in regulatory asset		20		—		—	—
	Impairment included in other comprehensive deficit		—		(2,435	)	—	—
Transfers to Level 3			(327	)	46,300		1,709	(1,232	)
Balance at March 31, 2008			$985		$51,165		$102,981	$45,217

		Interest Rate Swaps
Liabilities:
Balance at January 1, 2008		$	30,526
Total gains or losses (realized/unrealized):
	Included in other comprehensive deficit		3,245
	Included in regulatory assets and liabilities		(33,771	)
Balance at March 31, 2008		$	—

Based on market conditions including the failure of various auctions for auction rate securities in which Oglethorpe invested, Oglethorpe uses an income approach valuation using a discounted cash flow model based on projected cash flows at current rates and adjusted for illiquidity premiums based on discussions with market participants to determine the fair value of these investments. At March 31, 2009, Oglethorpe held auction rate securities with maturity dates ranging from March 15, 2028 to December 1, 2045.

Based on the fair value of these auction rate securities as of March 31, 2009 determined using a discounted cash flow analysis, an additional temporary impairment of approximately $24,000 was

9

recorded as an incremental adjustment to the $1,657,000 that was previously recorded at December 31, 2008. The temporary impairment is reflected in "Accumulated Other Comprehensive Deficit" on the condensed unaudited balance sheets. The various assumptions Oglethorpe utilizes to determine the fair value of its auction rate securities investments will vary from period to period based on the prevailing economic conditions. If the market for Oglethorpe's auction rate securities investments continues to deteriorate, Oglethorpe may need to increase the illiquidity premium used in preparing a discounted cash flow model for these securities. A 25 basis point increase in the illiquidity premium used to determine the fair value of these investments at March 31, 2009, would have resulted in a decrease in the fair value of Oglethorpe's auction rate securities investments by approximately $1,540,000.

These investments were rated either A3 or Aaa by Moody's Investors Service ("Moody's") and AAA by Standard and Poor's ("S&P"), respectively, as of March 31, 2009. Therefore, it is expected that the investments will not be settled at a price less than par value. Because Oglethorpe has the ability and intent to hold these investments until a recovery of its original investment value, it considered the investments to be temporarily impaired at March 31, 2009.

(C)

Adoption of SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities." Effective January 1, 2009, Oglethorpe adopted SFAS No. 161. The standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures that reflect the effect of these activities on an entity's financial position, financial performance, and cash flows.

Oglethorpe has entered into natural gas swap arrangements to manage its exposure to fluctuations in the market price of natural gas. Under these swap arrangements, Oglethorpe pays the counterparty a fixed price for specified natural gas quantities and receives a payment for such quantities based on a market price index. These payment obligations are netted, such that if the market price index is lower than the fixed price, Oglethorpe will make a net payment, and if the market price index is higher, than the fixed price, Oglethorpe will receive a net payment.

At March 31 2009, the estimated fair value of Oglethorpe's natural gas contracts was an unrealized loss of approximately $35,432,000. See Note B for further discussion on fair value measurements of financial instruments. Consistent with Oglethorpe's rate-making for energy costs which are flowed-through to the Members, these unrealized losses are reflected as an unbilled receivable on Oglethorpe's balance sheet.

The following table presents Oglethorpe's natural gas derivative volumes, as of March 31, 2009, that are expected to settle each year:

Year		Natural Gas Swaps (MMBTUs) (in millions)
2009		7.68
2010		5.00
	Total	12.68

10

The table below reflects the fair value of derivative instruments and their effect on Oglethorpe's condensed unaudited balance sheets for the period ending March 31, 2009 (dollars in thousands).

Fair Values of Derivative Instruments
	Regulatory Assets				Liability Derivatives
		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments under SFAS No. 133:
Commodity contracts (Natural Gas Swaps)		Receivables	$35,440		Other Current Liabilities	$35,440
Commodity contracts (Natural Gas Swaps)		Receivables	(8	)	Other Current Liabilities	(8	)
Total Derivatives designated as hedging instruments under SFAS No. 133			$35,432			$35,432

Effect of Derivative Instruments on the Condensed Statement of Revenues and Expenses
Derivatives in SFAS No. 133 Fair Value Hedging Relationships		Location of Gain (Loss) Recognized in Income on Derivatives	Amount of Gain (Loss) Recognized in Income on Derivatives
	Commodity contracts (Natural Gas Swaps)	Purchased Power	$46
	Commodity contracts (Natural Gas Swaps)	Purchased Power	(2,079	)
Total			$(2,033	)

Oglethorpe is exposed to credit risk as a result of entering into these hedging arrangements. Credit risk is the potential loss resulting from a counterparty's nonperformance under an agreement. Oglethorpe manages credit risk with policies and procedures for, among other things, counterparty analysis, exposure measurement, and exposure monitoring and mitigation.

It is possible that volatility in commodity prices could cause the company to have credit risk exposures with one or more counterparties. If such counterparties fail to perform their obligations, the company could suffer a financial loss. However, as of March 31, 2009, all of the counterparties with transaction amounts outstanding in Oglethorpe's hedging portfolio are rated above investment grade by the major rating agencies or have provided a parental guaranty from one of their affiliates that is rated above investment grade.

Oglethorpe has entered into International Swaps and Derivatives Association Agreements with its natural gas hedge counterparties that mitigate credit exposure by creating contractual rights relating to creditworthiness, collateral and termination.

Additionally, Oglethorpe has implemented procedures to monitor the creditworthiness of our counterparties and to consider nonperformance in valuing counterparty positions. Oglethorpe has contracted with a third party to assist in monitoring counterparties' credit standing, including those that are experiencing financial problems, have significant swings in credit default swap rates, have credit rating changes by external rating agencies, or have changes in ownership. Net liability positions are generally not adjusted as the company uses derivative transactions as hedges and has

11

the ability and intent to perform under each of their contracts. In the instance of net asset positions, the company considers general market conditions and the observable financial health and outlook of specific counterparties, forward looking data such as credit default swaps, when available, and historical default probabilities from credit rating agencies in evaluating the potential impact of nonperformance risk to derivative positions.

The contractual agreements contain provisions that could require either Oglethorpe or the counterparty to post collateral or credit support. The amount of collateral or credit support that could be required is calculated as the difference between the aggregate fair value of the hedges and pre-established credit thresholds. The credit thresholds are contingent upon each party's credit standing and credit ratings from the major credit rating agencies (Moody's and S&P). The collateral and credit support requirements vary by contract and by counterparty. Oglethorpe may only post credit support in the form of a letter of credit due to provisions within its Indenture; however, Oglethorpe may receive collateral in the form of cash or credit support. As of March 31, 2009, neither Oglethorpe nor any counterparties were required to post credit support or collateral under any of these agreements. If the credit-risk-related contingent features underlying these agreements were triggered on March 31, 2009 due to Oglethorpe's credit rating being downgraded below investment grade, Oglethorpe could have been required to post letters of credit totaling up to $35,000,000 with its counterparties.

(D)

Recently Issued or Adopted Accounting Pronouncements.    In April 2009, the FASB issued Staff Position No. 157-4, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly" ("FSP 157-4"). FSP 157-4 emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique and inputs used, the objective for the fair value measurement is unchanged from what it would be if markets were operating at normal activity levels or transactions were orderly; that is, to determine the current exit price. FSP 157-4 sets forth additional factors that should be considered to determine whether there has been a significant decrease in volume and level of activity when compared with normal market activity. The reporting entity shall evaluate the significance and relevance of the factors to determine whether, based on the weight of evidence, there has been a significant decrease in activity and volume. FSP 157-4 indicates that if an entity determines that either the volume or level of activity for an asset or liability has significantly decreased (from normal conditions for that asset or liability) or price quotations or observable inputs are not associated with orderly transactions, increased analysis and management judgment will be required to estimate fair value. FSP 157-4 further notes that a fair value measurement should include a risk adjustment to reflect the amount market participants would demand because of the risk (uncertainty) in the cash flows.

FSP 157-4 also requires a reporting entity to make additional disclosures in interim and annual periods. FSP 157-4 is effective for interim periods ending after June 15, 2009, with early application permitted for periods ending after March 15, 2009. Revisions resulting from a change in valuation techniques or their application are accounted for as a change in accounting estimate. Currently, the adoption of FSP 157-4 is not expected to have a material effect on Oglethorpe's results of operations, cash flows or financial condition.

In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, "Interim Disclosures about Fair Value of Financial Instruments" ("FSP FAS 107-1 and APB 28-1"). FSP FAS 107-1 and APB 28-1 require disclosures about fair value of financial instruments in interim and annual financial statements. FSP FAS 107-1 and APB 28-1 are effective for periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. Currently, the adoption of FSP 107-1 and APB 28-1 are not expected to have a material effect on Oglethorpe's results of operations, cash flows or financial condition.

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Oglethorpe adopted SFAS No. 141 (revised 2007) "Business Combinations" issued by the Financial Accounting Standards Board (FASB) December 2007 effective January 1, 2009. SFAS No. 141(r) establishes principles and requirements for how the acquirer in a business combination: a) recognizes and measures the identifiable assets acquired, liabilities assumed, and noncontrolling interest in acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; c) determines what information to disclose to enable users of financial statements to evaluate the nature and financial effects of the business combination. The adoption of SFAS No. 141(r) did not have a material affect on Oglethorpe's results of operations, cash flows or financial condition.

In November 2007, the FASB issued a one-year deferral for the implementation of SFAS No. 157 "Fair Value Measurements" for non-financial assets and non-financial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. The deferral was applicable for asset retirement obligations measured at fair value upon initial recognition under FASB Statement No. 143 "Accounting for Asset Retirement Obligations", or upon a remeasurement event. Oglethorpe adopted SFAS No. 157 for non-financial assets and non-financial liabilities effective January 1, 2009 with no material effect on its results of operations, cash flows or financial condition.

(E)

Accumulated Comprehensive Deficit.    The table below provides detail of the beginning and ending balance for each classification of accumulated other comprehensive deficit along with the amount of any reclassification adjustments included in margin for each of the periods presented in the Condensed Statements of Patronage Capital and Membership Fees and Accumulated Other Comprehensive Deficit. There were no material changes in the nature, timing or amounts of expected (gain) loss reclassified to net margin from the amounts disclosed in Oglethorpe's Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

Oglethorpe's effective tax rate is zero; therefore, all amounts below are presented net of tax.

	Accumulated Other Comprehensive Deficit
		(dollars in thousands)
		Interest Rate Swap Arrangements			Available-for-sale Securities			Total
Balance at December 31, 2007	$	(32,806	)	$	115		$	(32,691	)
Unrealized gain/(loss)		—			(2,553	)		(2,553	)
Realized deferred loss		32,806			—			32,806
Balance at March 31, 2008	$	—		$	(2,438	)	$	(2,438	)
Balance at December 31, 2008	$	—		$	(1,348	)	$	(1,348	)
Unrealized gain/(loss)		—			175			175
Balance at March 31, 2009	$	—		$	(1,173	)	$	(1,173	)

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(F)

Environmental Matters.    Set forth below are environmental matters that could have an effect on Oglethorpe's financial condition or results of operations. At this time, the resolution of these matters is uncertain, and Oglethorpe has made no accruals for such contingencies and cannot reasonably estimate the possible loss or range of loss with respect to these matters.

As is typical for electric utilities, Oglethorpe is subject to various federal, state and local air and water quality requirements which, among other things, regulate emissions of pollutants, such as particulate matter, sulfur dioxide, nitrogen oxides and mercury into the air and discharges of other pollutants, including heat, into waters of the United States. Oglethorpe is also subject to federal, state and local waste disposal requirements that regulate the manner of transportation, storage and disposal of various types of waste.

In general, environmental requirements are becoming increasingly stringent. New requirements may substantially increase the cost of electric service by requiring changes in the design or operation of existing facilities or changes or delays in the location, design, construction or operation of new facilities. Failure to comply with these requirements could result in the imposition of civil and criminal penalties as well as the complete shutdown of individual generating units not in compliance. Certain of Oglethorpe's debt instruments require us to comply in all material respects with laws, rules, regulations and orders imposed by applicable governmental authorities, which include current or future environmental laws and regulations. Should we fail to be in compliance with these requirements, it would constitute a default under such debt instruments. Although it is Oglethorpe's intent to comply with current and future regulations, Oglethorpe cannot provide assurance that it will always be in compliance with current and future regulations applicable to it.

(G)

Pollution Control Revenue Bonds (PCBs).    Since the second half of 2007, the three major credit rating agencies have had an on-going review of the monoline bond insurers primarily as a result of the exposure some insurers have to financial guarantees and credit default swaps related to structured finance obligations, primarily those backed by subprime residential mortgages. By mid-2008, many monoline bond insurers had been downgraded below their historical triple-A rating levels or had negative outlooks assigned to their triple-A ratings, including the insurers that provided guarantees on a significant portion of Oglethorpe's variable rate PCB indebtedness.

These bond insurer downgrades caused a corresponding downgrade of the ratings on the insured bonds, leading to increased focus on the underlying issuer credit, wider credit spreads and higher interest rates, and in some cases failed auctions in the auction rate securities (ARS) market and failed remarketings in the variable rate demand bond (VRDB) market. However, the bank liquidity support that is typically used in the VRDB market may somewhat mitigate the otherwise negative effect of bond insurer downgrades versus the ARS market which relies on the broker/dealers for liquidity support. The ARS market is no longer functioning as originally anticipated, and investors are trying to liquidate ARS investments as they can.

The bond insurer downgrades and related issues in the ARS market required Oglethorpe to refinance, or otherwise convert to a term or fixed rate of interest, approximately $819,000,000 of variable rate PCBs in 2008 (of which Georgia Transmission Corporation (GTC) has assumed an $86,000,000 obligation).

At March 31, 2009, Oglethorpe had $123,000,000 of PCBs in the ARS mode that remained outstanding. These ARS reprice in Dutch auctions that occur every 35 days, but the auctions have been failing consistently since early 2008 for the reasons described above. However, since the interest rates on these ARS, in the event of a failed auction, are reset at a percentage of LIBOR (which has been low in recent months), the interest rates on the ARS have been below 1% since January 2009.

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(H)

Restricted short-term investments.    At March 31, 2009, Oglethorpe had $80,000,000 on deposit with RUS in the Cushion of Credit Account. The funds are restricted for future Rural Utilities Service (RUS)/Federal Financing Bank (FFB) debt service payments and earn interest at a RUS guaranteed rate of 5% per annum.

(I)

Members' Advances.    In December 2008, Oglethorpe instituted a power bill prepayment program pursuant to which Members can prepay their power bills from Oglethorpe at a discount for an agreed number of months in advance, after which point the funds are credited against the participating Members' monthly power bills. At March 31, 2009, Member advances including unpaid discounts were $160,287,000, of which, $88,105,000 is classified as current liabilities and $72,182,000 as deferred credits and other liabilities in the condensed balance sheets. In addition, Oglethorpe has received an additional $25,500,000 from Members in relation to this program, subsequent to March 31, 2009. These amounts will be applied against Members' power bills beginning in May 2009 and extending through June 2011.

(J)

Rocky Mountain Lease Arrangements.

Relationship with AIG Matched Funding Corp.    Oglethorpe's wholly owned subsidiary, Rocky Mountain Leasing Corporation (RMLC), is required to enter into and maintain an arrangement pursuant to which a third party meeting certain minimum credit rating requirements agrees to make payments sufficient to fund the equity portion of the fixed purchase price of the undivided interests in the Rocky Mountain Pumped Storage Hydroelectric Facility (Rocky Mountain) that RMLC leases from the six Owner Trusts (the "Trusts") formed to effectuate the Rocky Mountain Leasing Arrangements, if Oglethorpe causes RMLC to exercise its option to purchase these interests when the leases expire in 2027. Consequently, RMLC entered into six Equity Funding Agreements with AIG Matched Funding Corp. (collectively, the "AIG Equity Funding Agreements"), which is a wholly owned subsidiary of American International Group, Inc. (AIG), concurrently with the consummation of the Rocky Mountain Lease Arrangements. AIG has guaranteed the obligations of AIG Matched Funding Corp. under the AIG Equity Funding Agreements.

Pursuant to the AIG Equity Funding Agreements, RMLC deposited $57,000,000 with AIG Matched Funding Corp. that was invested in six guaranteed investment contracts that will increase in value during the term of the lease, and at the end of the lease term will have a value equal to the equity portion of the fixed purchase price, or $372,000,000. These investments are reflected on Oglethorpe's condensed unaudited balance sheets as "Deposit on Rocky Mountain transactions", with a balance of $110,044,000 at March 31, 2009.

The operative agreements relating to the Rocky Mountain Lease Arrangements provide that if AIG fails to maintain a credit rating of at least Aa3 from Moody's and AA- from S&P, then AIG Matched Funding Corp. will be required to post collateral having a stipulated credit quality to secure its obligations under the AIG Equity Funding Agreements. Moreover, if AIG fails to maintain a credit rating of at least Baa3 from Moody's and BBB- from S&P, then RMLC must, within 60 days of becoming aware of such fact, enter into replacement Equity Funding Agreements with a financial institution that has credit ratings of at least Aa3 from Moody's or AA- from S&P. In the event that RMLC were not able to enter into replacement Equity Funding Agreements, then RMLC may be required to purchase the Trusts' equity interests from the owners thereof.

In September 2008, Moody's lowered AIG's rating to A2 from Aa3 and S&P lowered AIG's rating to A- from AA-. As a result of the downgrade, AIG Matched Funding Corp. posted collateral in compliance with the AIG Equity Funding Agreements, consisting of securities issued by an instrumentality of the United States government that are rated triple-A in an amount equal to the net present value of its future payment obligations related to the equity portion of the fixed purchase price (the "Collateral Requirement"). In accordance with the terms of the AIG Equity

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Funding Agreements, the market value of the posted collateral (other than cash) will be determined weekly by an independent third party and AIG Matched Funding Corp. will be required to post additional collateral to the extent that it is determined that the market value of such collateral, together with the cash collateral (if any), has fallen below the Collateral Requirement. According to U.S. Bank National Association, which as collateral agent holds the collateral and provides the weekly valuation thereof, the market value of the collateral was approximately $115,000,000 at March 31, 2009.

Relationship with AMBAC.    In addition, the operative agreements require Oglethorpe to maintain surety bonds with a surety bond provider that meets minimum credit rating requirements to secure certain of Oglethorpe's payment obligations under the Rocky Mountain Lease Arrangements. Accordingly, Oglethorpe entered into a surety bond arrangement with AMBAC concurrently with the consummation of the Rocky Mountain Lease Arrangements.

The operative agreements provide that if the surety bond provider fails to maintain a credit rating of at least AA from S&P or Aa2 from Moody's, then Oglethorpe must, within 60 days of becoming aware of such fact, provide (i) a replacement surety bond from a surety bond provider that has such credit ratings, (ii) a letter of credit from a bank with such credit ratings, (iii) other acceptable credit enhancement or (iv) any combination thereof.

On November 19, 2008, S&P lowered AMBAC's credit rating from AA to A. Because AMBAC already had a credit rating of Baa1 from Moody's, such action by S&P triggered the requirement for Oglethorpe to provide the replacement credit enhancement discussed above. Each of the three owner participants have granted Oglethorpe extensions of time to provide this replacement credit enhancement.

Oglethorpe and the owner participants have been negotiating with Berkshire Hathaway Assurance Corporation (Berkshire), rated AAA by S&P and Aa1 by Moody's, since January 2009 on two separate structures that would add new surety bond coverage into the Rocky Mountain Lease Arrangements. Oglethorpe's management believes that, based on progress made thus far, the owner participants will grant further extensions of time as necessary to bring this matter to closure. Oglethorpe does not believe the cost of such replacement credit enhancement will have a material adverse effect on its results of operations or its financial condition.

In the event Oglethorpe is ultimately unable to implement the replacement credit enhancement with any of the three owner participants or further extensions of time are not granted by the owner participants as necessary, then Oglethorpe may be required to purchase the equity interest of the owner participant in the related owner trust if the owner participant exercises such right under the operative agreements relating to the Rocky Mountain Lease Arrangements. Oglethorpe estimates that the current maximum aggregate amount of exposure it would have if it were required to purchase the equity interests of all six owner trusts is approximately $250,000,000, and this amount will begin to decline in 2011 until it reaches zero by the end of the lease term in 2027. This amount is net of the accreted value of the guaranteed investment contracts that were entered into with AIG Matched Funding Corp. in connection with the Rocky Mountain Lease Arrangements. The actual value of the guaranteed investment contracts may be more or less than the accreted value as a result of changes in interest rates and market conditions. In September 2008, AIG Matched Funding Corp. began posting collateral in compliance with the AIG Equity Funding Agreements consisting of securities issued by an instrumentality of the U.S. Government that are rated AAA in an amount approximately equal to 105% of the net present value of its future payment obligation related to the equity portion of the fixed purchase price.

Oglethorpe's inability to timely provide such replacement credit enhancement, or otherwise either obtain additional time from the owner participants or purchase the equity interests, may constitute a cross default or an event of default under certain of Oglethorpe's loan agreements, derivative

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agreements and other evidences of indebtedness, and the other parties may elect to exercise their rights and remedies under these agreements. Such rights include the right to cease making advances under any loan agreements as a result of any of the foregoing.

Oglethorpe expects to have adequate liquidity to purchase the equity interests, based on the maximum aggregate exposure amount of approximately $250,000,000, if it were required to do so.

(K)

New Bond Issuance.    In February 2009, Oglethorpe issued $350,000,000 of Series 2009A taxable fixed rate first mortgage bonds for the purposes of financing a portion of construction costs associated with new generation facilities, to enhance existing generation facilities and to provide liquidity for general corporate purposes. The first mortgage bonds were secured under Oglethorpe's Mortgage Indenture.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

General

Oglethorpe Power Corporation (Oglethorpe) is a power supply cooperative owned by 38 retail electric distribution cooperative members (the Members). The Members are consumer-owned distribution cooperatives providing retail electric service in Georgia on a not-for-profit basis. Oglethorpe's principal business is providing wholesale electric power to the Members through a combination of its generation assets and power purchased from power marketers and other suppliers. As with cooperatives generally, Oglethorpe operates on a not-for-profit basis.

Forward-Looking Statements and Associated Risks

This Quarterly Report on Form 10-Q contains forward-looking statements, including statements regarding, among other items, (i) anticipated transactions by Oglethorpe, (ii) Oglethorpe's future capital requirements and sources of capital and (iii) achievement of a Margins for Interest Ratio (MFI Ratio) at or above the minimum requirement contained in Oglethorpe's Mortgage Indenture and approved by Oglethorpe's Board of Directors. These forward-looking statements are based largely on Oglethorpe's current expectations and are subject to a number of risks and uncertainties, some of which are beyond Oglethorpe's control. For a discussion of some factors that could cause actual results to differ materially from those anticipated by these forward-looking statements, see "Financial Condition—Capital Requirements and Liquidity and Sources of Capital—Current Financial Market Conditions" herein and Item 1A-Risk Factors in Oglethorpe's Annual Report on Form 10-K for the fiscal year ended December 31, 2008. In light of these risks and uncertainties, there can be no assurance that events anticipated by the forward-looking statements contained in this Quarterly Report on Form 10-Q will in fact transpire.

Results of Operations

For the Three Months Ended March 31, 2009 and 2008

Net Margin

Oglethorpe's net margin for the three-month period ended March 31, 2009 was $15.6 million compared to $6.7 million for the same period of 2008. The increase in net margin for the current three-month period compared to the same period of 2008 was primarily due to interest expense on long-term debt being lower than budgeted during the first quarter of 2009. In addition, higher budgeted net margin for 2009 also contributed to the increase in net margin for 2009 as compared to 2008.

Throughout the year, Oglethorpe monitors its financial results and, with Board approval, makes budget adjustments when and as necessary to ensure that a net margin equivalent to a 1.12 MFI Ratio is achieved. Oglethorpe's management anticipates that the margin for the year ending December 31, 2009 will be approximately $26.9 million, which will yield a MFI Ratio of 1.12. To enhance financial coverage during an anticipated period of generation facility construction, Oglethorpe's Board approved a budget for 2009 to achieve a 1.12 MFI Ratio (above the minimum 1.10 required by the Mortgage Indenture). For additional information on Oglethorpe's margin requirement, see "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—Summary of Cooperative Operations—Rates and Regulation" in Oglethorpe's Annual Report on Form 10-K for fiscal year ended December 31, 2008. For additional information on Oglethorpe's generation facility construction, see "BUSINESS—Oglethorpe's Power Supply Resources-Future Power Resources" in Oglethorpe's Annual Report on Form 10-K for fiscal year ended December 31, 2008.

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Operating Revenues

Oglethorpe's operating revenues fluctuate from period to period based on factors including weather and other seasonal factors, load growth in the service territories of its Members, operating costs, availability of electric generation resources, Oglethorpe's decisions of whether to dispatch its owned or purchased resources or Member-owned resources over which it has dispatch rights, and by Members' decisions of whether to purchase a portion of their hourly energy requirements from Oglethorpe's resources or from other suppliers.

Total revenues from sales to Members were 3.3% lower in the three-month period ended March 31, 2009 than such revenues for the same period of 2008. Megawatt-hour (MWh) sales to Members decreased 9.7% in the three-month period ended March 31, 2009 versus the same period of 2008. The average total revenue per MWh from sales to Members increased 7.1% for the three-month period ended March 31, 2009 compared to the same period of 2008.

The components of Member revenues for the three months ended March 31, 2009 and 2008 were as follows (amounts in thousands except for cents per kilowatt hour):

	Three Months Ended March 31,
	2009		2008
Capacity revenues	$	163,963	$	150,478
Energy revenues		117,742		140,832
Total	$	281,705	$	291,310
Kilowatt hours sold to Members		4,831,378		5,348,914
Cents per kilowatt hour		5.83¢		5.45¢

Capacity revenues for the three-month period ended March 31, 2009 increased 9.0% compared to the same period of 2008. The increase in capacity revenues primarily resulted from higher budgeted interest expense on long-term debt relating to an expected increase in debt levels resulting from generation facility construction. In addition, higher net margins due to both an increase in budgeted interest expense upon which MFI is calculated off of and due to an increase in the MFI target to 1.12 in 2009 compared to a MFI target of 1.10 in 2008, contributed to the increase in capacity revenues in such period. Energy revenues were 16.4% lower for the three-month period ended March 31, 2009 compared to the same period of 2008. Oglethorpe's average energy revenue per MWh from sales to Members was 7.4% lower for the current period of 2009 as compared to the same period of 2008. The decrease in energy revenues for the three-month period ended March 31, 2009 compared to the same period of 2008 was primarily due to the pass-through to Oglethorpe's Members of lower fuel costs (primarily due to lower coal-fired generation) and lower purchased power energy costs (primarily due to the lower volume of purchased MWhs). For a discussion of fuel costs and purchased power costs, see "Operating Expenses" below.

Operating Expenses

Operating expenses for the three-month period ended March 31, 2009 decreased 8.0% compared to the same period of 2008. The decrease in operating expenses for the first quarter of 2009 compared to the same quarter of 2008 was primarily due to lower fuel costs and lower purchased power costs.

For the three-month period ended March 31, 2009 compared to the same period of 2008, total fuel costs decreased 10.4% while total generation decreased 7.4%. Average fuel costs per MWh decreased 3.2% in the current period of 2009 compared to the same period of 2008. The decrease in total fuel costs during the first quarter of 2009 compared to the same quarter of 2008 resulted primarily from lower coal-fired generation at Plants Scherer and Wansley, offset somewhat by higher generation at the

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natural gas-fired Chattahoochee energy facility. The decrease in average fuel costs during the first quarter of 2009 compared to the same quarter of 2008 resulted primarily from a 29.1% decrease in generation at Plants Scherer and Wansley due to scheduled outages at both Plants Scherer and Wansley whereas last year there was only a scheduled outage at Plant Wansley. Coal-fired generation has a higher average cost per MWh of generation as compared to nuclear generation. Natural gas-fired generation at Chattahoochee increased 117.3% or 319,000 MWhs, primarily due to a substantial decline in the price of natural gas; the average fuel cost per MWh of natural gas-fired generation at Chattahoochee decreased 49.4% in the first quarter of 2009 from levels a year ago.

Total purchased power costs decreased 30.9% for the three-month period ended March 31, 2009 compared to the same period of 2008. Purchased MWhs decreased 61.8% for the three months ended March 31, 2009 compared to the same period of 2008. The average cost per MWh of total purchased power increased 80.8% for the three months ended March 31, 2009 compared to the same period of 2008.

Purchased power costs were as follows (amounts in thousands except for cents per kilowatt hour):

	Three Months Ended March 31,
	2009		2008
Capacity costs	$	10,683	$	10,220
Energy costs		14,463		26,178
Total	$	25,146	$	36,398
Kilowatt hours of purchased power		145,968		381,964
Cents per kilowatt hour		17.23¢		9.53¢

Purchased power capacity costs remained relatively unchanged in the three-month period of 2009 compared to the same period of 2008. Purchased power energy costs for the three-month period ended March 31, 2009 decreased 44.8% compared to the same period of 2008. The average cost of purchased power energy increased 44.6% for the three-month period ended March 31, 2009 compared to the same period of 2008. The decreases in purchased power energy costs and in the volume of purchased MWhs along with the increase in the cost per MWh were all primarily due to the expiration of the Morgan Stanley purchased power agreement effective December 31, 2008.

Other Income

Investment income decreased 15.4% (or $1.4 million) in the three-month period ended March 31, 2009 compared to the same period of 2008. The decrease in investment income resulted primarily from realized losses sustained in the decommissioning trust funds. The income (loss) from investments in Oglethorpe's external and internal decommissioning funds for the periods ended March 31, 2009 and 2008 totaled ($3.3) million and $2.9 million, respectively. For nuclear decommissioning, Oglethorpe records a regulatory asset or liability for the timing difference in accretion expense recognized under SFAS No. 143, "Accounting for Asset Retirement Obligations," compared to the expense recovered for ratemaking purposes. The adjustments to investment income for these timing differences resulted in increases to the regulatory asset of $7.7 million and $1.3 million for the three-month period ended March 31, 2009 and 2008, respectively. Additionally, a $9.0 million decrease in the fair market value of the nuclear decommissioning fund contributed to the increase in the regulatory asset. For further discussion on the regulatory asset, see "Balance Sheet Analysis" below.

A new decommissioning site study will be performed later in 2009. The combination of the results of the decommissioning site study along with investment returns during 2009 will be utilized to assess whether additional decommissioning collections will be required in future years. Oglethorpe's

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management believes that any increase in the cost estimates of decommissioning or decline in investment earnings can be recovered in future rates.

Additionally, a decrease in interest earnings on cash and cash equivalent investments due to lower market interest rates on those investments in 2009 compared to 2008 contributed to the overall decrease in investment income.

Balance Sheet Analysis as of March 31, 2009

Assets

Property additions for the period ended March 31, 2009 totaled $82.2 million. The expenditures were primarily for environmental control systems being installed at Oglethorpe's coal-fired generation plants, nuclear fuel, and normal additions and replacements to existing generation facilities.

Construction work in progress increased by $65.9 million in the three-month period ended March 31, 2009, primarily due to costs incurred for various replacement and improvement projects (including environmental control systems) at existing generation facilities and partially due to construction costs for new generation. New generation construction costs incurred during the first quarter of 2009 were approximately $29.7 million.

Cash and cash equivalents increased by $246.4 million largely as a result of proceeds received from the issuance of new long-term debt and funds received from some Members for prepayment of their monthly power bills. For information regarding the issuance of new long-term debt see, Note K of Notes to Unaudited Condensed Financial Statements. A portion of the funds was used to repay short-term borrowings and other debt obligations, as well as property additions and payments to Georgia Power Corporation (GPC) for operations and maintenance costs. For information regarding the power bill prepayment program, see Note I of Notes to Unaudited Condensed Financials Statements.

Restricted cash at December 31, 2008 represented a portion of the proceeds obtained from the December 2008 refinancing transactions. These proceeds, which were on deposit with a trustee, were subsequently used in the first quarter of 2009 to pay principal related to PCB debt that matured in January 2009.

Restricted short-term investments represent funds deposited into a RUS Cushion of Credit Account with the U.S. Treasury and earn interest at a guaranteed rate of 5% per annum. The funds, including interest earned thereon, can only be applied to debt service on RUS notes and RUS-guaranteed FFB notes. For information regarding the RUS Cushion of Credit Account, see Note H of Notes to Unaudited Condensed Financials Statements.

During the three months ended March 31, 2009, receivables increased 10.6%, or $12.4 million. The increase was largely attributable to a $16.6 million increase in the receivable associated with unrealized losses on natural gas contracts. See Note C of Notes to Unaudited Condensed Financial Statements for more information regarding this unrealized loss. The December 31, 2008 receivables balance included approximately $11.7 million of credit available to the Members for a Board approved reduction to 2008 revenue requirements. The increase in receivables was also partially due to these credits being realized by the Members during 2009. Somewhat offsetting the foregoing increases was an approximately $15.3 million decrease in the receivable from the Members for regular monthly billings. The decrease was primarily due to lower energy costs in March 2009 as compared to December 2008. The lower energy costs were driven by a decrease in generation during the comparable time periods.

The $1.6 million decrease in prepayments and other current assets was primarily due to the amortization of prepaid insurance.

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Deferred outage costs increased $6.2 million (net of amortization), or 22.9%, as a result of the deferral of approximately $9.1 million of refueling outage costs incurred at Plant Hatch Unit No. 2 and $4.3 million of scheduled major maintenance costs at Plant Scherer Unit No. 2 during the quarter ended March 31, 2009. Deferred outage costs are amortized over the plant's operating cycle.

Deferred depreciation expense represents amounts being deferred in relation to the application made to the Nuclear Regulatory Commission (NRC) to extend the licenses for Vogtle Unit No. 1 and Unit No. 2 for an additional 20 years. For further discussion regarding deferred depreciation expense, see "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—Results of Operations—Operation Expenses" in Oglethorpe's Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

The $16.5 million increase in the deferred asset associated with retirement obligations was partially due to a $9.0 million decrease in the fair market value of the nuclear decommissioning fund. Consistent with Oglethorpe's ratemaking policy, unrealized gains or losses from the nuclear decommissioning fund are added to or deducted from the deferred asset associated with retirement obligations. The decrease in the fair market value of the nuclear decommissioning fund therefore increased the deferred asset $9.0 million. The deferred asset also increases or decreases to the extent of timing differences between the recognized accretion expense associated with nuclear decommissioning and the amounts recovered through decommissioning fund earnings. Accretion expense of approximately $4.4 million and decommissioning fund net losses of approximately $3.3 million resulted in the deferred charge increasing an additional $7.7 million.

Other deferred charges decreased $2.4 million primarily due to a decrease in equipment prepayments to GPC. These prepayments are associated with refueling outages at Plant Hatch and Plant Vogtle.

Equity and Liabilities

Long-term debt increased $378.1 million as a result of the issuance of $350 million of Series 2009A fixed rate first mortgage bonds and $59.2 million advanced under RUS-guaranteed FFB loans. The increase was somewhat offset by approximately $28.7 million of principal payments made for certain long-term debt.

Accounts payable decreased $10.6 million, or 36.3%, largely as a result of a $5.3 million decrease in purchase power payables. The expiration of the Morgan Stanley purchase power agreement on December 31, 2008 accounted for $3.9 million of this decrease and the remaining decrease in purchase power payables was primarily due to a decrease in spot market purchases of energy. The payable to GPC for operation, maintenance and capital costs also decreased by $3.5 million. The payable for natural gas purchases also decreased by $1.7 million, primarily due to a decrease in the price of natural gas.

The $140.0 million of short-term borrowings outstanding at December 31, 2008 was repaid in January 2009.

Accrued and withheld taxes decreased $11.8 million as a result of property tax payments made during the first quarter of 2009, net of the normal monthly property tax accruals.

Members' advances represent funds received from the Members for prepayment of their monthly power bill. At March 31, 2009, approximately $88.1 million was classified as a current liability and approximately $72.2 million was classified as a long-term deferred liability. For information regarding the power bill prepayment program, see Note I of Notes to Unaudited Condensed Financials Statements.

Other current liabilities increased by $14.8 million primarily due to a $16.6 million increase in the liability associated with the unrealized loss on natural gas contracts, partially offset by a $2.2 million decrease in accrued payroll as a result of the payout of the 2008 performance pay.

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Financial Condition

Capital Requirements and Liquidity and Sources of Capital

Environmental Capital Requirements

Oglethorpe's future capital expenditures depend in part on implementation of new or existing laws, regulations, judicial decisions, and how Oglethorpe and the other co-owners of coal-fired Plants Scherer and Wansley choose to comply with these regulations once finalized. Regulations adopted by the Georgia Environmental Protection Division (EPD) specify certain environmental control equipment that must be added to Georgia electric generating units by specific dates, including Plants Scherer and Wansley. As described in "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—Financial Condition—Capital Requirements" in Oglethorpe's Annual Report on Form 10-K for the fiscal year ended December 31, 2008, Oglethorpe forecasts expenditures of $744 million in the period 2009 through 2014 to complete environmental compliance projects underway at Plants Scherer and Wansley. The Plant Wansley projects will be completed and placed in service during second quarter 2009; however, completion of the projects at Plant Scherer will extend over the next five years and will require extended unit outages in 2009 and in 2011, although not during peak energy use periods. As regulations are finalized and design work continues to determine how best to retrofit the units with the required equipment, and as the construction environment, including the rising cost of materials and labor, continues to evolve, the estimated cost to install these retrofits continues to be refined. Large construction projects such as these entail certain risks, as described in Item 1A—Risk Factors of Oglethorpe's Annual Report on Form 10-K for the fiscal year ended December 31, 2008. These forecasted expenditures are based on information available to Oglethorpe on the date of this Quarterly Report on Form 10-Q; however, there can be no assurance that the cost of compliance with these regulations will not be higher, nor that future regulations will not require additional reductions in emissions or earlier compliance. See Note F of the Notes to Unaudited Condensed Financial Statements for more information on environmental compliance matters.

In July 2008, the U.S. Court of Appeals for the D.C. Circuit issued its decision in litigation challenging the Environmental Protection Agency's (EPA) Clean Air Interstate Rule (CAIR). The D.C. Circuit vacated CAIR in its entirety, remanding it back to EPA for further rulemaking. However, in a subsequent decision in response to petitions for rehearing, the Court decided to remand the rule to EPA without vacating it, therefore leaving it in place until EPA issues a new rule consistent with the Court's decision. The CAIR decision came on the heels of the same Court's February 2008 decision vacating the EPA's Clean Air Mercury Rule (CAMR). Appeal of this decision to the Supreme Court was recently dismissed. Together, CAIR and CAMR were the primary federal drivers behind the decisions by the co-owners of Plants Scherer and Wansley (including Oglethorpe) to add air pollution control equipment to those plants in the 2007 to 2014 time frame in order to reduce emissions of sulfur dioxide, oxides of nitrogen and mercury. While the control equipment being added at the plants continues to be required under a separate Georgia EPD regulation, Oglethorpe cannot predict whether this equipment will meet the requirements of any new federal rules that may be promulgated to replace CAIR and CAMR.

In July 2008, an Advance Notice of Proposed Rulemaking (ANPR) from the EPA was published in the Federal Register. Created in response to the Supreme Court's April 2007 decision in Massachusetts v. EPA, the ANPR solicits public comment on whether greenhouse gases from stationary and mobile sources should be regulated under the Clean Air Act and, if so, what issues might arise from such regulation. On April 24, 2009, EPA published a proposed rule (the "endangerment finding") that would find that greenhouse gases in the atmosphere endanger the public health and welfare. If finalized as proposed, the rule would begin the process of regulating emissions of greenhouse gases, initially from mobile sources and then later from stationary sources. In addition, the possibility of new federal legislation that could lead to regulation of emissions of greenhouse gases from mobile and stationary

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sources continues. The Waxman-Markey Bill, which would, among other things, establish a cap-and-trade system for greenhouse gases in the U.S., is currently being debated in the House of Representatives. Oglethorpe cannot predict at this time whether these actions will result in the regulation of greenhouse gas emissions from its power plants, or the effects of any such regulation.

In June 2008, a Fulton County, Georgia Superior Court Judge overturned an air quality permit to Longleaf Energy Associates LLC for the construction of a coal-fired power plant in Early County, Georgia. This permit had previously been upheld by the Office of State Administrative Hearings (OSAH) after an appeal by the Sierra Club and Friends of the Chattahoochee. The judgment set aside OSAH's decision on every issue raised on appeal, and concluded that carbon dioxide emissions are regulated under the Clean Air Act, an issue with the potential to bring the permitting of new air emission sources of any significant size in Georgia (including new electric generating plants currently being considered by Oglethorpe) to a halt. Both the Georgia EPD and Longleaf Energy Associates appealed, and that ruling is currently under review by the Georgia Court of Appeals. Oglethorpe is participating as Amicus Curiae in that appeal but cannot determine whether any ruling will ultimately impact the process of permitting new or modified sources in Georgia. Other ongoing litigation and administrative review actions are pending, where, like the Georgia case, it is being argued that Best Available Control Technology is required for carbon dioxide emissions from new or modified sources under the Clean Air Act.

Current Financial Market Conditions

Since mid-2007, the financial services sector has been negatively impacted by significant write-offs related to sub-prime mortgages and the re-pricing of credit risk. Global credit and other financial markets have suffered substantial stress, volatility, illiquidity and disruption, with sub-prime mortgage related issues being the most significant contributing factor. These forces reached unprecedented levels by the fall of 2008, resulting in the insolvency or acquisition of, or government assistance to, several major domestic and international financial institutions. These events have significantly diminished overall confidence in the credit markets and other financial markets and caused increasing economic uncertainty. This reduced confidence and uncertainty has led to reduced lending between banks and to third parties, and, along with the expectation that delinquencies among sub-prime borrowers are expected to continue through 2009, could further exacerbate the overall market disruptions and risks to businesses in need of capital.

Beginning in September 2008, the commercial paper markets saw significant disruptions, with commercial paper maturities limited to periods ranging from approximately one to thirty days even for highly rated issuers, if they were able to issue commercial paper at all, along with abnormally high interest rates on issued paper. The commercial paper markets have been improving since the beginning of 2009, and Oglethorpe successfully issued commercial paper totaling $187 million in April 2009 at favorable rates. However, the impact from these market disruptions on the availability and cost of long-term financing is not yet clear. In the future, debt capital that is available may come at a higher cost and on terms and conditions that may be less favorable.

Obtaining favorable financing is important to Oglethorpe's business due to, among other things, its significant capital needs to maintain existing electric generation facilities, comply with environmental requirements and regulations, and construct new generating facilities requested by Members to support growth in their energy needs. The uncertainty in the credit markets could make it more challenging for Oglethorpe to carry out its financing objectives in the near term. See "Liquidity" and "Financing Activities" for additional information regarding Oglethorpe's short-term and long-term financing needs.

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Nuclear Decommissioning Funds

Oglethorpe maintains external trust funds (reflected as "Decommissioning fund" on the balance sheet) to fund its share of certain costs associated with the decommissioning of its nuclear plants as required by the Nuclear Regulatory Commission (see Note 1 of Notes to Consolidated Financial Statements in Oglethorpe's Annual Report on Form 10-K for the fiscal year ended December 31, 2008). Oglethorpe also maintains an internal reserve for decommissioning (included in "Long-term investments" on the balance sheet) from which funds can be transferred to the external trust fund, should that be necessary.

The allocation of equity and fixed income securities in both the external and internal funds are designed to provide returns to be used to fund decommissioning and to offset inflationary increases in decommissioning costs; however, the equity portion of these funds is exposed to price fluctuations in equity markets, and the values of fixed-rate, fixed-income securities are exposed to changes in interest rates. Oglethorpe actively monitors the investment performance of the funds and periodically reviews asset allocation in accordance with its nuclear decommissioning fund investment policy. Oglethorpe's investment policy establishes targeted and permissible investment allocation ranges for equity and fixed income securities. The targeted asset allocation is diversified among various asset classes and investment styles. Specific investment guidelines are established with each of the investment advisors that are selected to manage a particular asset class or subclass.

With respect to investments in equity securities, the investment guidelines typically limit the type of securities that may be purchased and the concentration of equity holdings in any one issuer and within any one sector. With respect to fixed-income securities, the investment guidelines set forth limits for the type of bonds that may be purchased, state that investments be primarily in securities with an assigned investment grade rating of BBB- or above and establish that the average credit quality of the portfolio typically not be below A+/A1.

Oglethorpe's nuclear decommissioning funds (external and internal combined) declined approximately 18 percent in value for the year ended December 31, 2008, and declined further by approximately 5 percent in the first quarter of 2009. An analysis of funding adequacy will be performed by Oglethorpe in 2009 and potential changes, if any, in funding requirements will be evaluated at that time.

Liquidity

At March 31, 2009, Oglethorpe had $964 million of unrestricted available liquidity to meet short-term cash needs and liquidity requirements. This amount included $414 million in cash and cash equivalents and $550 million of unused and available committed short-term credit arrangements as shown in the table below.

Committed Short-Term Credit Facilities (dollars in thousands)
	Authorized Amount		Available 3/31/2009		Available 4/30/2009		Expiration Date
Commercial Paper Line of Credit	$	450	$	450	$	262	July 2012
CoBank Line of Credit		50		50		50	December 2009
CFC Line of Credit		50		50		50	October 2011
Total	$	550	$	550	$	362

In April 2009, Oglethorpe issued a total of $187 million of commercial paper in connection with (i) the commencement of payments to Georgia Power Company pursuant to the EPC Contract related to construction of Plant Vogtle Units No. 3 and No. 4, and (ii) the acquisition of Heard County Power, L.L.C. For a discussion of the two new nuclear units under development at Plant Vogtle, see "BUSINESS—OGLETHORPE'S POWER SUPPLY RESOURCES—Future Power Resources—Plant Vogtle Units

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No. 3 and No. 4" in Oglethorpe's Annual Report on Form 10-K for the fiscal year ended December 31, 2008. For a discussion of the Heard County Power, L.L.C. acquisition, see "BUSINESS—OGLETHORPE'S POWER SUPPLY RESOURCES—Future Power Resources—Heard County Generating Facility" in Oglethorpe's Annual Report on Form 10-K for the fiscal year ended December 31, 2008; also see Oglethorpe's Form 8-K dated as of April 30, 2009. For a discussion of Oglethorpe's plans regarding permanent financing of these generation facilities, see "Financing Activities."

Under the commercial paper program, Oglethorpe is authorized to issue commercial paper in amounts that do not exceed the amount of any committed backup lines of credit, thereby providing 100 percent dedicated backup support for any paper outstanding. Oglethorpe periodically assesses its needs to determine the appropriate amount of commercial paper backup to maintain and currently has in place a $450 million committed backup credit facility provided by seven banks as shown in the table below.

Participant Banks in $450 Million Credit Facility		Commitment
		(dollars in millions)
Bank of America, N.A. (Administrative Agent)	$	75
SunTrust Bank	$	75
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	60
CoBank, ACB	$	60
JPMorgan Chase Bank, National Association	$	60
National Rural Utilities Cooperative Finance Corporation	$	60
Wachovia Bank, National Association (a Wells Fargo company)	$	60

All of the banks participating in Oglethorpe's credit facilities are performing their obligations under these facilities and are meeting our funding needs. Oglethorpe expects to renew these short-term credit facilities, as needed, prior to their respective expiration dates.

Along with the lines of credit from CoBank, ACB and the National Rural Utilities Cooperative Finance Corporation (CFC), funds may also be advanced under the commercial paper backup line of credit for working capital purposes. In addition, Oglethorpe has the ability to issue letters of credit to third parties in amounts up to $50 million under each of the three credit facilities, or $150 million in the aggregate. However, any amounts related to issued letters of credit will reduce the amount available to draw as working capital under each facility. Also, due to the requirement to have 100 percent dedicated backup for any commercial paper outstanding, any amounts drawn under the commercial paper backup line for working capital or related to issued letters of credit will reduce the amount of commercial paper that Oglethorpe can issue.

The commercial paper backup credit facility contains a financial covenant requiring Oglethorpe to maintain minimum levels of patronage capital. At March 31, 2009, the required minimum level was approximately $429 million and Oglethorpe's actual patronage capital was $551 million. The facility contains an additional covenant limiting Oglethorpe's secured indebtedness to no more than $8.5 billion and unsecured indebtedness to no more than $4.0 billion. At March 31, 2009, Oglethorpe had approximately $3.8 billion of secured indebtedness outstanding but had no unsecured indebtedness outstanding.

In December 2008, Oglethorpe instituted a power bill prepayment program pursuant to which Members can prepay their power bills from Oglethorpe at a discount for an agreed number of months in advance, after which point the funds are credited against the participating Members' monthly power bills. As of May 13, 2009, thirteen Members have prepaid $185 million which will be applied against their power bills beginning in May 2009 and extending through June 2011. These prepayments are separately identified on Oglethorpe's statements of cash flows as "increases in Members' advances."

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This program is providing additional liquidity to Oglethorpe prior to the point the funds are credited against monthly power bills.

At March 31, 2009, Oglethorpe had $80 million of restricted short-term investments pursuant to deposits made to a RUS Cushion of Credit Account. The deposits with the U.S. Treasury were made voluntarily and earn interest at a guaranteed rate of 5 percent per annum. The funds in the account, including interest thereon, can only be applied to debt service payments on RUS notes and RUS-guaranteed FFB notes. Oglethorpe may choose to apply these funds against debt service payments later in 2009.

In January 2009, Oglethorpe signed a commitment letter with CFC for up to $166 million in credit to be extended in the form of any one, or any combination, of the following three options: (i) as a five year secured "stand alone" revolving construction facility, (ii) as a secured backstop to a syndicated revolving construction facility or (iii) as a secured long-term asset loan (up to 35 years). This multi-option credit commitment extends through December 31, 2009, and Oglethorpe is currently in discussions with CFC to increase this credit commitment to $250 million.

Oglethorpe is continuing to pursue additional credit facilities that would further enhance Oglethorpe's liquidity throughout the anticipated period of generation facility construction. The timing, size and term of potential additional facilities will be influenced by many factors, including the ultimate size of the construction program and market conditions. Between projected cash on hand and the credit facilities currently in place or under option, Oglethorpe believes it will have sufficient liquidity to fund its construction program and to cover normal operations through 2010.

Financing Activities

Bond Financings.    In February 2009, Oglethorpe issued $350 million of Series 2009A taxable fixed rate first mortgage bonds. The bonds were issued for the purpose of financing a portion of the cost of construction of new generation facilities, to enhance existing generation facilities and to provide liquidity for general corporate purposes. The first mortgage bonds were secured under Oglethorpe's Mortgage Indenture.

In the fall of 2009 Oglethorpe anticipates issuing additional first mortgage bonds of up to $500 million to fund construction of new generation facilities and to provide liquidity for general corporate purposes.

In 2006, Oglethorpe received an allocation from the Internal Revenue Service (IRS) to issue up to $24 million of Clean Renewable Energy Bonds (CREBs) to fund an upgrade project currently underway at its Rocky Mountain generating facility. CREBs are zero coupon bonds, and in lieu of receiving an interest payment from the issuer the bondholder receives a credit against federal income tax liability. Oglethorpe had its CREB application submitted to the IRS on its behalf by CFC, along with the applications of other electric cooperatives. CFC, as a qualified issuer under the program, will issue the bonds and loan the proceeds at a low rate of interest (approximately one percent) to the cooperatives whose applications were approved. In May 2009 Oglethorpe anticipates that CFC will issue $24 million of CREBs on Oglethorpe's behalf and shortly thereafter will begin advancing funds under the related loan. This loan will be secured under Oglethorpe's Mortgage Indenture.

Oglethorpe has received tax-exempt financing allocations from the State of Georgia totaling $200 million. In 2006, Oglethorpe received $150 million of allocations related to equipment being installed at Plant Scherer to control mercury emissions. In 2008, Oglethorpe received $50 million of allocations related to scrubbers being installed at Plant Wansley to reduce sulfur dioxide emissions. It is uncertain at this time if enough of this equipment will qualify to take advantage of the full amount of the allocations. The tax-exempt bonds can be issued any time within a three-year window that begins the year after the allocation was awarded. Currently, Oglethorpe anticipates issuing tax-exempt bonds

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for both projects in late 2009 or early 2010. Oglethorpe also plans to seek additional state allocation in 2009 for tax-exempt financing related to a scrubber installation project currently underway at Plant Scherer.

RUS-Guaranteed Loans.    As more fully discussed in Oglethorpe's Annual Report on Form 10-K for the year ended December 31, 2008, Oglethorpe currently has three approved RUS-guaranteed loans, funded through the FFB, totaling $612 million that are not fully drawn down and also has four loan applications pending totaling $1.3 billion. RUS action on two of the four pending loan applications, totaling $331 million, is expected in the summer of 2009.

In June 2009 Oglethorpe plans to file an additional RUS loan application covering the cost associated with the acquisition of Heard County Power, L.L.C. For a discussion of the Heard County Power, L.L.C. acquisition, see "BUSINESS—OGLETHORPE'S POWER SUPPLY RESOURCES—Future Power Resources—Heard County Generating Facility" in Oglethorpe's Annual Report on Form 10-K for the fiscal year ended December 31, 2008; also see Oglethorpe's Form 8-K dated as of April 30, 2009.

Department of Energy (DOE)-Guaranteed Loans.    In connection with Oglethorpe's participation in two new nuclear units at the existing Plant Vogtle site (see "BUSINESS—OGLETHORPE'S POWER SUPPLY RESOURCES—Future Power Resources—Plant Vogtle Units No. 3 and No. 4" in Oglethorpe's Annual Report on Form 10-K for the fiscal year ended December 31, 2008), in September 2008 and December 2008, Oglethorpe submitted Part I and Part II loan applications, respectively, in connection with the DOE Loan Guarantee Program seeking funding for the project. Two of the other three co-owners in the new Vogtle units have also applied for the DOE funding. Oglethorpe is pursuing this funding source as a result of a moratorium currently in place at RUS regarding the funding of new baseload (coal and nuclear) generating plants. The DOE Loan Guarantee Program, which is intended to support commercialization of innovative technologies to reduce air pollutants including greenhouse gases, was initially authorized pursuant to the Energy Policy Act of 2005 and was subsequently funded and extended. The loan structure would entail a loan funded through the FFB carrying a federal loan guarantee provided by the DOE. The DOE recently notified Oglethorpe that the Vogtle project has been selected for final due diligence and detailed negotiations leading to a potential conditional commitment for a DOE federal loan guarantee. This term sheet negotiation phase is anticipated to extend into the fourth quarter of 2009, and a final decision on loan approval is not anticipated until late in 2009. Even if DOE funding is obtained, DOE only has authority to fund up to 80 percent of the full cost of the project. Therefore, Oglethorpe will seek other sources of funding, including the issuance of taxable bonds and tax-exempt bonds (for any equipment that may qualify for such tax-exempt funding) for any portion of the project not financed through the DOE Loan Guarantee Program.

For more detailed information regarding Oglethorpe's financing plans, see "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—Financial Condition—Financing Activities" in Oglethorpe's Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

Rocky Mountain Lease Arrangements

Relationship with AIG Matched Funding Corp.    In connection with the transactions described under the caption "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—Financial Condition—Off-Balance Sheet Arrangements—Rocky Mountain Lease Arrangements" in Oglethorpe's Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (such transactions being referred to collectively herein as the "Rocky Mountain Lease Arrangements"), Oglethorpe's wholly owned subsidiary, Rocky Mountain Leasing Corporation (RMLC), is required to enter into and maintain an arrangement pursuant to which a third party meeting certain minimum credit rating requirements agrees to make payments sufficient to fund the equity portion of the fixed purchase price of the undivided interests in the Rocky Mountain Pumped

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Storage Hydroelectric Facility (Rocky Mountain) that RMLC leases from the six Owner Trusts (the "Trusts") formed to effectuate the Rocky Mountain Leasing Arrangements, if Oglethorpe causes RMLC to exercise its option to purchase these interests when the leases expire in 2027. Consequently, RMLC entered into six Equity Funding Agreements with AIG Matched Funding Corp. (collectively, the "AIG Equity Funding Agreements"), which is a wholly owned subsidiary of American International Group, Inc. (AIG), concurrently with the consummation of the Rocky Mountain Lease Arrangements. AIG has guaranteed the obligations of AIG Matched Funding Corp. under the AIG Equity Funding Agreements.

Pursuant to the AIG Equity Funding Agreements, RMLC deposited $57 million with AIG Matched Funding Corp. that was invested in six guaranteed investment contracts that will increase in value during the term of the lease, and at the end of the lease term will have a value equal to the equity portion of the fixed purchase price, or $372 million. These investments are reflected on Oglethorpe's balance sheet as "Deposit on Rocky Mountain transactions", with a balance of $110 million at March 31, 2009.

The operative agreements relating to the Rocky Mountain Lease Arrangements provide that if AIG fails to maintain a credit rating of at least Aa3 from Moody's and AA- from S&P, then AIG Matched Funding Corp. will be required to post collateral having a stipulated credit quality to secure its obligations under the AIG Equity Funding Agreements. Moreover, if AIG fails to maintain a credit rating of at least Baa3 from Moody's and BBB- from S&P, then RMLC must, within 60 days of becoming aware of such fact, enter into replacement Equity Funding Agreements with a financial institution that has credit ratings of at least Aa3 from Moody's or AA- from S&P. In the event that RMLC were not able to enter into replacement Equity Funding Agreements, then RMLC may be required to purchase the Trusts' equity interests from the owners thereof.

In September 2008, Moody's lowered AIG's rating to A2 from Aa3 and S&P lowered AIG's rating to A- from AA-. As a result of the downgrade, AIG Matched Funding Corp. posted collateral in compliance with the AIG Equity Funding Agreements, consisting of securities issued by an instrumentality of the United States government that are rated triple-A in an amount equal to the net present value of its future payment obligations related to the equity portion of the fixed purchase price (the "Collateral Requirement"). In accordance with the terms of the AIG Equity Funding Agreements, the market value of the posted collateral (other than cash) will be determined weekly by an independent third party and AIG Matched Funding Corp. will be required to post additional collateral to the extent that it is determined that the market value of such collateral, together with the cash collateral (if any), has fallen below the Collateral Requirement. According to U.S. Bank National Association, which as collateral agent holds the collateral and provides the weekly valuation thereof, the market value of the collateral was $115 million at March 31, 2009.

Relationship with AMBAC.    In addition, the operative agreements require Oglethorpe to maintain surety bonds with a surety bond provider that meets minimum credit rating requirements to secure certain of Oglethorpe's payment obligations under the Rocky Mountain Lease Arrangements. Accordingly, Oglethorpe entered into a surety bond arrangement with AMBAC concurrently with the consummation of the Rocky Mountain Lease Arrangements.

The operative agreements provide that if the surety bond provider fails to maintain a credit rating of at least AA from S&P or Aa2 from Moody's, then Oglethorpe must, within 60 days of becoming aware of such fact, provide (i) a replacement surety bond from a surety bond provider that has such credit ratings, (ii) a letter of credit from a bank with such credit ratings, (iii) other acceptable credit enhancement or (iv) any combination thereof.

On November 19, 2008, S&P lowered AMBAC's credit rating from AA to A. Because AMBAC already had a credit rating of Baa1 from Moody's, such action by S&P triggered the requirement for Oglethorpe to provide the replacement credit enhancement discussed above. Each of the three owner

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participants have granted Oglethorpe extensions of time to provide this replacement credit enhancement.

Oglethorpe and the owner participants have been negotiating with Berkshire Hathaway Assurance Corporation (Berkshire), rated AAA by S&P and Aa1 by Moody's, since January 2009 on two separate structures that would add new surety bond coverage into the Rocky Mountain Lease Arrangements. Oglethorpe's management believes that, based on progress made thus far, the owner participants will grant further extensions of time as necessary to bring this matter to closure. Oglethorpe does not believe the cost of such replacement credit enhancement will have a material adverse effect on its results of operations or its financial condition.

In the event Oglethorpe is ultimately unable to implement the replacement credit enhancement with any of the three owner participants or further extensions of time are not granted by the owner participants as necessary, then Oglethorpe may be required to purchase the equity interest of the owner participant in the related owner trust if the owner participant exercises such right under the operative agreements relating to the Rocky Mountain Lease Arrangements. Oglethorpe estimates that the current maximum aggregate amount of exposure it would have if it were required to purchase the equity interests of all six owner trusts is approximately $250 million, and this amount will begin to decline in 2011 until it reaches zero by the end of the lease term in 2027. This amount is net of the accreted value of the guaranteed investment contracts that were entered into with AIG Matched Funding Corp. in connection with the Rocky Mountain Lease Arrangements. The actual value of the guaranteed investment contracts may be more or less than the accreted value as a result of changes in interest rates and market conditions. In September 2008, AIG Matched Funding Corp. began posting collateral in compliance with the AIG Equity Funding Agreements consisting of securities issued by an instrumentality of the U.S. Government that are rated AAA in an amount approximately equal to 105% of the net present value of its future payment obligation related to the equity portion of the fixed purchase price.

Oglethorpe's inability to timely provide such replacement credit enhancement, or otherwise either obtain additional time from the owner participants or purchase the equity interests, may constitute a cross default or an event of default under certain of Oglethorpe's loan agreements, derivative agreements and other evidences of indebtedness, and the other parties may elect to exercise their rights and remedies under these agreements. Such rights include the right to cease making advances under any loan agreements as a result of any of the foregoing.

Oglethorpe expects to have adequate liquidity to purchase the equity interests, based on the maximum aggregate exposure amount of approximately $250 million, if it were required to do so.

Newly Adopted or Issued Accounting Standards

For a discussion of SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities", see Note C of Notes to Unaudited Financial Statements. For a discussion of FSP 157-4, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly", FSP FAS 107-1 and APB 28-1, "Interim Disclosures about Fair Value of Financial Instruments", SFAS No. 141, "Business Combinations" and SFAS No. 157 "Fair Value Measurements" for nonfinancial assets and liabilities, see Note D of Notes to Unaudited Financial Statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Oglethorpe's market risks have not changed materially from the risks reported in Oglethorpe's Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

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Item 4. Controls and Procedures

As of March 31, 2009, Oglethorpe had carried out an evaluation, under the supervision and with the participation of its management, including its President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based on this evaluation, the President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer concluded that Oglethorpe's disclosure controls and procedures are effective.

There have been no changes in Oglethorpe's internal control over financial reporting or other factors that occurred during the quarter ended March 31, 2009 that have materially affected, or are reasonably likely to materially affect, Oglethorpe's internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

Oglethorpe is a party to various actions and proceedings incidental to its normal business. Liability in the event of final adverse determination in any of these matters is either covered by insurance or, in the opinion of Oglethorpe's management, after consultation with counsel, should not in the aggregate have a material adverse effect on the financial position or results of operations of Oglethorpe.

Item 1A. Risk Factors

There have not been any material changes in Oglethorpe's risk factors from those reported in Item 1A of Oglethorpe's Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not Applicable.

Item 3.    Defaults upon Senior Securities

Not Applicable.

Item 4. Submission of Matters to a Vote of Security Holders

Not Applicable.

Item 5. Other Information

Not Applicable.

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Item 6. Exhibits

Number	Description
31.1	Rule 13a-14(a)/15d-14(a) Certification, by Thomas A. Smith (Principal Executive Officer).
31.2	Rule 13a-14(a)/15d-14(a) Certification, by Elizabeth B. Higgins (Principal Financial Officer).
32.1	Certification Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Thomas A. Smith (Principal Executive Officer).
32.2	Certification Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Elizabeth B. Higgins (Principal Financial Officer).
99.1	Member Financial and Statistical Information (for calendar years 2006-2008).

32

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Oglethorpe Power Corporation (An Electric Membership Corporation)
Date: May 14, 2009	By:	/s/ Thomas A. Smith Thomas A. Smith President and Chief Executive Officer
Date: May 14, 2009		/s/ Elizabeth B. Higgins Elizabeth B. Higgins Executive Vice President and Chief Financial Officer (Principal Financial Officer)

33

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Oglethorpe Power Corporation Condensed Balance Sheets (Unaudited) March 31, 2009 and December 31, 2008
Oglethorpe Power Corporation Condensed Balance Sheets (Unaudited) March 31, 2009 and December 31, 2008

Oglethorpe Power Corporation Condensed Statements of Revenues and Expenses (Unaudited) For the Three Months Ended March 31, 2009 and 2008

Oglethorpe Power Corporation Condensed Statements of Patronage Capital and Membership Fees and Accumulated Other Comprehensive Deficit (Unaudited) For the Three Months Ended March 31, 2009 and 2008

Oglethorpe Power Corporation Condensed Statements of Cash Flows (Unaudited) For the Three Months Ended March 31, 2009 and 2008

Oglethorpe Power Corporation Notes to Unaudited Condensed Financial Statements March 31, 2009 and 2008

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

PART II—OTHER INFORMATION
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits

SIGNATURES

EX-31.1

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EX-31.2

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EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certification, by Elizabeth B. Higgins
(Principal Financial Officer)

I, Elizabeth B. Higgins, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Oglethorpe Power Corporation (An Electric Membership Corporation);



2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and



5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 14, 2009

/s/ Elizabeth B. Higgins
Elizabeth B. Higgins
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

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EXHIBIT 31.2

EX-32.1

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EXHIBIT 32.1

Certification Pursuant to 18 U.S.C. 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

        In connection with the Quarterly Report on Form 10-Q for the period ended March 31, 2009 (the "Report") of Oglethorpe Power Corporation (the "Registrant"), as filed with the Securities and Exchange Commission on the date hereof, I, Thomas A. Smith, the President and Chief Executive Officer of the Registrant certify, to the best of my knowledge, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ Thomas A. Smith
Thomas A. Smith
President and Chief Executive Officer

May 14, 2009
Date

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EXHIBIT 32.1

EX-32.2

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EXHIBIT 32.2

Certification Pursuant to 18 U.S.C. 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

        In connection with the Quarterly Report on Form 10-Q for the period ended March 31, 2009 (the "Report") of Oglethorpe Power Corporation (the "Registrant"), as filed with the Securities and Exchange Commission on the date hereof, I, Elizabeth B. Higgins, the Executive Vice President and Chief Financial Officer of the Registrant certify, to the best of my knowledge, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ Elizabeth B. Higgins
Elizabeth B. Higgins
Executive Vice President and
Chief Financial Officer

May 14, 2009
Date

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EXHIBIT 32.2

EX-99.1

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EXHIBIT 99.1

MEMBERS' FINANCIAL AND STATISTICAL INFORMATION

        Our members operate their systems on a not-for-profit basis. Accumulated margins derived after payment of operating expenses and provision for depreciation constitute patronage capital of the consumers of our members. Refunds of accumulated patronage capital to the individual consumers may be made from time to time subject to limitations contained in mortgages between our members and the Rural Utilities Service or loan documents with other lenders. The Rural Utilities Service mortgage generally prohibits such distributions unless, after any such distribution, the member's total equity will equal at least 30% of its total assets, except that distributions may be made of up to 25% of the margins and patronage capital received by the member in the preceding year provided that equity is at least 20%.

        We are a membership corporation, and our members are not our subsidiaries. Except with respect to the obligations of our members under each member's wholesale power contract with us and our rights under such contracts to receive payment for power and energy supplied, we have no legal interest in, or obligations in respect of, any of the assets, liabilities, equity, revenues or margins of our members.

        The following selected information on the individual members is intended to show, in the aggregate, the assets, liabilities, equity, revenues and margins of our members. Member assets, liabilities, equity, revenues and margins should not, however, be attributed to us. In addition, the revenues of our members are not pledged to us, but such revenues are received by the respective members and are the source from which moneys are derived by our members to pay for power and energy received from us. Revenues of our members are, however, pledged under their respective Rural Utilities Service mortgages or loan documents with other lenders.

        The information contained in these tables was taken from Rural Utilities Service Financial and Statistical Reports (RUS Form 7) or similar reports prepared for other lenders or provided directly by a member. This information has not been independently verified by the Rural Utilities Service, any lender or us. The "Total" columns for all these years were not supplied or compiled by the Rural Utilities Service, any lender or our members. The "Total" column in each table is for informational purposes only, inasmuch as each member operates independently and is not responsible for the obligations of other members (except as provided in the wholesale power contracts; see "BUSINESS—OGLETHORPE POWER CORPORATION—Wholesale Power Contracts" in Oglethorpe's Annual Report on Form 10-K for the fiscal year ended December 31, 2008). In addition, the Times Interest Earned Ratios (TIER) and Equity Ratios were calculated by us from information obtained from each member's RUS Form 7 or other financial information provided to us, but the calculations were not independently verified by our members. No adjustments were made by us in calculating these ratios for items such as debt refinancings that are not shown on the RUS Form 7 or were not reflected in such other financial information provided to us. For the calendar years 2006, 2007 and 2008, the information on the individual members is presented in the succeeding tables as follows: Table 1, selected statistics; Table 2, average number of consumers served; Table 3, annual megawatt-hour sales by consumer class; Table 4, annual revenues by consumer class; Table 5, summary of operating results; and Table 6, condensed balance sheet information.

FINANCIAL AND STATISTICAL INFORMATION FOR
38 MEMBERS OF OGLETHORPE POWER CORPORATION

Table 1

SELECTED STATISTICS OF EACH MEMBER
(as of December 31)

	Altamaha		Amicalola		Canoochee		Carroll		Central Georgia		Coastal		Cobb(1)		Colquitt		Coweta- Fayette		Diverse
2008
Avg. Monthly Residential Rev.($)		115.77		111.41		117.66		126.67		122.65		144.90		119.47		112.45		135.08		136.42
Avg. Monthly Residential kWh		1,171		1,171		1,260		1,194		1,303		1,326		1,168		1,272		1,251		1,402
Avg. Residential Rev.(cents per kWh)		9.89		9.51		9.34		10.61		9.41		10.93		10.23		8.84		10.80		9.73
Times Interest Earned Ratio(2)		1.41		1.41		1.91		1.68		1.30		1.79		0.99		1.60		2.08		1.63
Equity/Assets(2)		64%		41%		37%		32%		34%		31%		30%		43%		29%		44%
Equity/Total Capitalization(2)		71%		52%		47%		39%		38%		34%		40%		51%		36%		50%
2007
Avg. Monthly Residential Rev.($)		111.78		113.47		115.01		120.85		115.29		138.10		116.96		113.63		126.79		122.73
Avg. Monthly Residential kWh		1,167		1,172		1,257		1,189		1,304		1,317		1,267		1,300		1,277		1,396
Avg. Residential Rev.(cents per kWh)		9.58		9.68		9.15		10.16		8.84		10.49		9.23		8.74		9.93		8.79
Times Interest Earned Ratio(2)		1.73		3.27		1.80		2.19		1.86		1.46		1.22		2.61		1.86		1.26
Equity/Assets(2)		65%		42%		37%		33%		34%		31%		31%		44%		27%		50%
Equity/Total Capitalization(2)		72%		54%		43%		39%		37%		40%		41%		46%		32%		58%
2006
Avg. Monthly Residential Rev.($)		111.40		111.85		111.86		114.44		115.91		132.86		110.16		109.78		120.98		124.71
Avg. Monthly Residential kWh		1,190		1,163		1,275		1,138		1,312		1,357		1,202		1,280		1,258		1,397
Avg. Residential Rev.(cents per kWh)		9.36		9.62		8.78		10.05		8.84		9.79		9.17		8.58		9.62		8.92
Times Interest Earned Ratio(2)		3.02		3.68		1.98		3.17		2.27		1.87		1.55		3.01		1.86		3.11
Equity/Assets(2)		64%		41%		38%		35%		36%		33%		33%		45%		26%		56%
Equity/Total Capitalization(2)		73%		50%		44%		40%		40%		39%		43%		54%		30%		62%
	Middle Georgia		Mitchell		Ocmulgee		Oconee		Okefenoke		Planters		Rayle		Satilla		Sawnee		Slash Pine
2008
Avg. Monthly Residential Rev.($)		147.41		124.66		110.86		134.65		137.14		117.95		123.33		126.93		141.89		120.52
Avg. Monthly Residential kWh		1,328		1,326		1,058		1,154		1,279		1,289		1,031		1,250		1,275		1,202
Avg. Residential Rev.(cents per kWh)		11.10		9.40		10.48		11.66		10.72		9.15		11.97		10.15		11.13		10.03
Times Interest Earned Ratio(2)		1.72		2.33		2.17		1.40		1.26		2.13		0.98		2.44		1.95		1.99
Equity/Assets(2)		36%		53%		40%		31%		31%		46%		25%		37%		34%		34%
Equity/Total Capitalization(2)		45%		60%		46%		38%		34%		49%		29%		50%		39%		44%
2007
Avg. Monthly Residential Rev.($)		136.50		120.36		107.50		125.31		136.65		114.61		122.44		121.94		126.13		120.19
Avg. Monthly Residential kWh		1,336		1,331		1,051		1,141		1,290		1,275		1,036		1,282		1,309		1,213
Avg. Residential Rev.(cents per kWh)		10.22		9.04		10.23		10.98		10.60		8.99		11.82		9.51		9.64		9.91
Times Interest Earned Ratio(2)		1.45		1.86		2.15		1.63		2.08		1.96		1.53		2.11		1.95		2.67
Equity/Assets(2)		37%		54%		38%		32%		32%		46%		26%		35%		28%		33%
Equity/Total Capitalization(2)		43%		64%		45%		37%		35%		50%		30%		46%		31%		42%
2006
Avg. Monthly Residential Rev.($)		134.52		119.47		103.64		117.18		127.21		112.82		116.62		113.99		122.86		121.68
Avg. Monthly Residential kWh		1,334		1,319		1,073		1,137		1,296		1,295		1,025		1,297		1,305		1,230
Avg. Residential Rev.(cents per kWh)		10.09		9.06		9.66		10.31		9.81		8.71		11.38		8.79		9.41		9.90
Times Interest Earned Ratio(2)		1.50		2.98		1.49		1.56		1.60		2.42		1.79		2.43		1.55		2.03
Equity/Assets(2)		41%		57%		40%		33%		33%		46%		29%		36%		34%		33%
Equity/Total Capitalization(2)		45%		68%		44%		40%		39%		51%		33%		50%		40%		40%

Footnotes:

(1)

Cobb EMC owns the distribution system, and serves the load, of Pataula EMC. Therefore Pataula's information is reported with Cobb.

(2)

Times Interest Earned and Equity ratios were calculated from information contained on each Member's RUS Form 7, or similar form provided to another lender, and were not independently verified by each respective Member.

(3)

Weighted Average.

Table 1 (continued)

	Excelsior		Grady		GreyStone		Habersham		Hart		Irwin		Jackson		Jefferson		Little Ocmulgee
2008
Avg. Monthly Residential Rev.($)		114.53		127.67		103.46		106.64		112.60		137.93		114.52		117.47		112.38
Avg. Monthly Residential kWh		1,335		1,185		1,188		1,078		1,125		1,151		1,277		1,201		1,063
Avg. Residential Rev.(cents per kWh)		8.58		10.78		8.71		9.89		10.01		11.98		8.97		9.78		10.57
Times Interest Earned Ratio(2)		2.06		3.23		1.74		1.45		2.13		1.54		1.82		1.93		1.48
Equity/Assets(2)		55%		48%		37%		33%		41%		32%		35%		40%		31%
Equity/Total Capitalization(2)		61%		60%		42%		38%		48%		34%		41%		46%		35%
2007
Avg. Monthly Residential Rev.($)		106.21		127.66		103.27		105.22		111.64		133.97		111.22		115.86		108.32
Avg. Monthly Residential kWh		1,339		1,207		1,210		1,055		1,123		1,187		1,277		1,198		1,065
Avg. Residential Rev.(cents per kWh)		7.93		10.58		8.54		9.97		9.94		11.29		8.71		9.67		10.17
Times Interest Earned Ratio(2)		2.20		2.05		2.48		1.39		2.48		1.40		2.01		1.85		1.26
Equity/Assets(2)		53%		48%		37%		33%		40%		32%		34%		40%		32%
Equity/Total Capitalization(2)		60%		58%		42%		37%		46%		38%		41%		47%		36%
2006
Avg. Monthly Residential Rev.($)		111.90		124.93		100.08		99.92		105.32		128.51		107.94		112.39		107.08
Avg. Monthly Residential kWh		1,352		1,192		1,187		1,048		1,103		1,184		1,263		1,201		1,076
Avg. Residential Rev.(cents per kWh)		8.27		10.48		8.43		9.54		9.55		10.85		8.54		9.36		9.95
Times Interest Earned Ratio(2)		2.39		2.55		3.08		1.59		2.19		1.98		2.18		1.82		1.27
Equity/Assets(2)		50%		49%		38%		33%		42%		34%		32%		39%		32%
Equity/Total Capitalization(2)		58%		59%		44%		38%		48%		37%		39%		46%		37%
	Snapping Shoals		Southern Rivers		Sumter		Three Notch		Tri- County		Upson		Walton		Washington		MEMBER TOTAL
2008
Avg. Monthly Residential Rev.($)		119.96		137.04		143.07		108.08		127.86		101.13		111.87		120.02		120.99
Avg. Monthly Residential kWh		1,334		1,307		1,447		957		1,224		1,120		1,329		1,098		1,240
Avg. Residential Rev.(cents per kWh)		9.00		10.5		9.89		11.3		10.45		9.03		8.42		10.93		9.76
Times Interest Earned Ratio(2)		2.37		1.54		2.37		1.57		1.51		1.84		3.65		1.48		1.77(3)
Equity/Assets(2)		38%		38%		43%		38%		30%		48%		38%		47%		36%(3)
Equity/Total Capitalization(2)		49%		45%		46%		42%		33%		55%		46%		50%		43%(3)
2007
Avg. Monthly Residential Rev.($)		117.89		126.09		138.01		106.14		119.86		98.52		111.64		116.00		116.79
Avg. Monthly Residential kWh		1,379		1,285		1,444		1,001		1,223		1,100		1,344		1,088		1,261
Avg. Residential Rev.(cents per kWh)		8.55		9.82		9.56		10.60		9.80		8.95		8.30		10.66		9.26
Times Interest Earned Ratio(2)		2.53		2.01		2.39		1.52		1.58		2.40		4.21		2.00		2.00(3)
Equity/Assets(2)		39%		39%		44%		39%		31%		46%		39%		49%		36%(3)
Equity/Total Capitalization(2)		49%		45%		48%		42%		36%		53%		46%		53%		43%(3)
2006
Avg. Monthly Residential Rev.($)		115.29		119.56		134.12		112.57		118.52		95.44		112.38		114.86		113.32
Avg. Monthly Residential kWh		1,360		1,280		1,453		1,062		1,229		1,103		1,322		1,114		1,247
Avg. Residential Rev.(cents per kWh)		8.48		9.34		9.23		10.60		9.64		8.66		8.50		10.31		9.09
Times Interest Earned Ratio(2)		2.88		2.76		2.26		1.35		2.16		2.95		5.70		1.86		2.28(3)
Equity/Assets(2)		41%		41%		44%		39%		32%		48%		38%		49%		37%(3)
Equity/Total Capitalization(2)		51%		47%		49%		43%		35%		55%		46%		52%		44%(3)

Footnotes:

(1)

Cobb EMC owns the distribution system, and serves the load, of Pataula EMC. Therefore Pataula's information is reported with Cobb.

(2)

Times Interest Earned and Equity ratios were calculated from information contained on each Member's RUS Form 7, or similar form provided to another lender, and were not independently verified by each respective Member.

(3)

Weighted Average.

FINANCIAL AND STATISTICAL INFORMATION FOR
38 MEMBERS OF OGLETHORPE POWER CORPORATION

Table 2

AVERAGE NUMBER OF CONSUMERS SERVED BY EACH MEMBER

		Altamaha		Amicalola		Canoochee		Carroll		Central Georgia		Coastal		Cobb(1)		Colquitt		Coweta- Fayette		Diverse
2008
Residential Service			17,850		41,487		18,813		46,659		45,417		14,102		173,411		55,764		68,283		24,658
Commercial & Industrial			1,773		4,374		296		2,463		4,488		1,890		14,842		3,149		4,794		3,501
Other			116		11		262		377		150		118		5,349		1,926		633		165
	Total Consumers Served		19,739		45,872		19,371		49,499		50,055		16,110		193,602		60,839		73,710		28,324
2007
Residential Service			17,694		40,570		18,227		46,572		44,699		13,791		173,213		54,716		67,785		24,324
Commercial & Industrial			1,748		4,533		286		2,420		4,403		1,895		14,486		3,039		4,628		3,383
Other			113		10		251		372		116		119		5,807		1,831		592		160
	Total Consumers Served		19,555		45,113		18,764		49,364		49,218		15,805		193,506		59,586		73,005		27,867
2006
Residential Service			17,505		38,871		18,004		46,955		42,643		13,386		172,078		53,347		66,559		23,875
Commercial & Industrial			1,695		4,449		274		2,364		4,374		1,732		13,821		3,026		4,419		3,259
Other			107		26		247		368		98		119		6,193		1,755		533		161
	Total Consumers Served		19,307		43,346		18,525		49,687		47,115		15,237		192,092		58,128		71,511		27,294
		Middle Georgia		Mitchell		Ocmulgee		Oconee		Okefenoke		Planters		Rayle		Satilla		Sawnee		Slash Pine
2008
Residential Service			5,019		21,425		10,693		11,344		31,716		14,950		16,629		48,158		132,017		7,468
Commercial & Industrial			1,720		1,202		658		1,164		2,288		574		2,093		2,548		14,463		337
Other			712		1,907		414		137		375		627		0		1,809		2,395		202
	Total Consumers Served		7,451		24,534		11,765		12,645		34,379		16,151		18,722		52,515		148,875		8,007
2007
Residential Service			4,972		21,306		10,595		11,355		31,162		14,871		16,647		47,702		129,414		7,361
Commercial & Industrial			1,689		1,188		657		1,099		2,249		561		2,004		2,541		13,796		317
Other			669		1,683		398		135		357		587		0		1,703		2,709		191
	Total Consumers Served		7,330		24,177		11,650		12,589		33,768		16,019		18,651		51,946		145,919		7,869
2006
Residential Service			4,914		21,082		10,467		11,334		30,145		14,799		16,602		46,996		124,236		7,132
Commercial & Industrial			1,665		1,154		657		1,043		2,085		560		1,867		2,531		12,933		325
Other			633		1,594		396		134		351		562		0		1,611		3,142		178
	Total Consumers Served		7,212		23,830		11,520		12,511		32,581		15,921		18,469		51,138		140,311		7,635

Footnote:

(1)

Cobb EMC owns the distribution system, and serves the load, of Pataula EMC. Therefore Pataula's information is reported with Cobb.

Table 2 (continued)

		Excelsior		Grady		GreyStone		Habersham		Hart		Irwin		Jackson		Jefferson		Little Ocmulgee
2008
Residential Service			19,701		17,636		109,379		31,356		28,725		10,661		185,196		30,901		10,541
Commercial & Industrial			1,413		447		9,703		2,429		6,721		133		15,213		1,562		121
Other			244		478		1,329		5		5		871		4,234		227		324
	Total Consumers Served		21,358		18,561		120,411		33,790		35,451		11,665		204,643		32,690		10,986
2007
Residential Service			19,235		17,617		107,751		31,021		28,748		10,608		183,960		30,724		10,431
Commercial & Industrial			1,403		441		9,765		2,412		6,569		118		14,557		1,544		115
Other			236		460		1,254		5		4		832		4,055		204		313
	Total Consumers Served		20,874		18,518		118,770		33,438		35,321		11,558		202,572		32,472		10,859
2006
Residential Service			18,908		17,278		102,462		30,290		28,548		10,519		178,339		30,374		10,254
Commercial & Industrial			1,361		437		9,688		2,331		6,380		119		13,827		1,514		112
Other			228		448		1,136		5		4		808		3,812		195		304
	Total Consumers Served		20,497		18,163		113,286		32,626		34,932		11,446		195,978		32,083		10,670
		Snapping Shoals		Southern Rivers		Sumter		Three Notch		Tri- County		Upson		Walton		Washington		MEMBER TOTAL
2008
Residential Service			86,440		17,699		14,660		14,007		19,086		8,444		108,147		14,685		1,533,127
Commercial & Industrial			5,385		1,052		4,636		555		1,855		794		7,454		584		128,674
Other			122		16		304		587		0		119		1,733		38		28,321
	Total Consumers Served		91,947		18,767		19,600		15,149		20,941		9,357		117,334		15,307		1,690,122
2007
Residential Service			85,862		17,556		14,536		13,980		18,776		8,400		107,457		14,589		1,518,227
Commercial & Industrial			5,207		1,042		4,586		547		1,775		824		7,253		561		125,641
Other			0		13		251		513		0		119		1,712		33		27,807
	Total Consumers Served		91,069		18,611		19,373		15,040		20,551		9,343		116,422		15,183		1,671,675
2006
Residential Service			83,750		17,235		14,340		12,895		18,268		8,300		105,196		14,493		1,482,378
Commercial & Industrial			4,657		1,012		4,486		535		1,697		862		6,975		539		120,765
Other			0		11		233		487		0		114		1,650		28		27,672
	Total Consumers Served		88,407		18,258		19,059		13,917		19,965		9,276		113,821		15,060		1,630,815

Footnote:

(1)

Cobb EMC owns the distribution system, and serves the load, of Pataula EMC. Therefore Pataula's information is reported with Cobb.

FINANCIAL AND STATISTICAL INFORMATION FOR
38 MEMBERS OF OGLETHORPE POWER CORPORATION

Table 3

ANNUAL MWh SALES BY CONSUMER CLASS OF EACH MEMBER

		Altamaha		Amicalola		Canoochee		Carroll		Central Georgia		Coastal		Cobb(1)		Colquitt		Coweta- Fayette		Diverse
2008
Residential Service			250,736		583,066		284,473		668,276		710,366		224,366		2,431,224		851,161		1,025,211		414,761
Commercial & Industrial			97,461		107,534		99,180		380,089		356,156		180,387		1,223,717		240,128		407,822		110,308
Other			3,775		168		4,996		6,881		2,034		2,140		232,713		72,292		11,550		8,465
	Total MWh Sales		351,972		690,769		388,649		1,055,247		1,068,556		406,893		3,887,654		1,163,581		1,444,582		533,534
2007
Residential Service			247,865		570,469		274,936		664,485		699,360		217,871		2,632,962		853,513		1,038,384		407,589
Commercial & Industrial			531,113		107,423		99,655		390,186		347,904		168,440		1,254,909		282,712		411,563		111,046
Other			4,640		155		5,605		7,195		1,551		2,155		215,651		79,543		11,217		6,092
	Total MWh Sales		783,617		678,047		380,195		1,061,867		1,048,814		388,465		4,103,522		1,215,768		1,461,164		524,727
2006
Residential Service			249,949		542,587		275,357		641,436		671,220		218,003		2,482,055		819,200		1,004,884		400,327
Commercial & Industrial			541,018		101,716		96,104		382,755		322,434		147,069		1,276,289		840,218		385,437		108,431
Other			4,313		296		4,691		6,857		1,262		2,200		235,807		67,239		11,089		6,072
	Total MWh Sales		795,280		644,598		376,152		1,031,048		994,916		367,272		3,994,151		1,726,657		1,401,410		514,830
		Middle Georgia		Mitchell		Ocmulgee		Oconee		Okefenoke		Planters		Rayle		Satilla		Sawnee		Slash Pine
2008
Residential Service			79,957		340,840		135,739		157,157		486,865		231,195		205,658		722,399		2,019,688		107,713
Commercial & Industrial			39,233		72,067		46,427		126,936		55,922		18,656		51,688		274,837		1,014,927		48,111
Other			11,303		53,897		6,360		3,359		17,534		13,550		0		32,188		29,005		6,998
	Total MWh Sales		130,492		466,804		188,527		287,452		560,320		263,402		257,346		1,029,423		3,063,620		162,823
2007
Residential Service			79,725		340,293		133,563		155,474		482,283		227,586		206,888		733,749		2,032,865		107,115
Commercial & Industrial			40,988		79,872		46,513		108,599		58,148		17,582		53,333		258,089		995,115		49,145
Other			10,252		58,214		6,150		3,062		17,639		12,155		0		32,842		28,875		7,004
	Total MWh Sales		130,964		478,380		186,225		267,135		558,070		257,323		260,222		1,024,680		3,056,855		163,265
2006
Residential Service			78,640		333,725		134,816		154,620		468,886		229,974		204,207		731,477		1,946,279		105,234
Commercial & Industrial			38,187		71,511		44,833		108,125		69,664		18,163		47,657		256,513		933,893		48,597
Other			9,240		42,838		5,676		2,833		17,188		9,168		0		29,652		28,142		6,757
	Total MWh Sales		126,067		448,075		185,326		265,578		555,738		257,306		251,863		1,017,642		2,908,313		160,588

Footnote:

(1)

Cobb EMC owns the distribution system, and serves the load, of Pataula EMC. Therefore Pataula's information is reported with Cobb.

Table 3 (continued)

		Excelsior		Grady		GreyStone		Habersham		Hart		Irwin		Jackson		Jefferson		Little Ocmulgee
2008
Residential Service			315,649		250,682		1,559,437		405,579		387,904		147,233		2,838,692		445,444		134,423
Commercial & Industrial			71,638		30,847		1,075,592		95,522		183,084		20,981		1,808,948		108,470		49,488
Other			4,411		14,092		13,695		82		527		15,779		275,252		11,336		4,362
	Total MWh Sales		391,698		295,621		2,648,724		501,183		571,515		183,994		4,922,893		565,250		188,273
2007
Residential Service			308,975		255,097		1,564,147		392,769		387,394		151,094		2,817,923		441,694		133,282
Commercial & Industrial			70,809		33,474		1,102,039		92,734		182,865		18,881		1,809,952		114,995		49,342
Other			4,615		16,098		12,581		82		428		19,517		262,077		9,690		5,292
	Total MWh Sales		384,398		304,669		2,678,767		485,585		570,686		189,493		4,889,952		566,380		187,916
2006
Residential Service			306,849		247,188		1,459,309		380,781		377,762		149,457		2,703,569		437,716		132,412
Commercial & Industrial			72,219		31,278		1,016,657		88,492		169,602		19,009		1,721,703		112,658		48,072
Other			3,978		12,944		11,101		81		496		18,060		248,064		7,205		5,370
	Total MWh Sales		383,046		291,410		2,487,067		469,353		547,860		186,527		4,673,335		557,579		185,855
		Snapping Shoals		Southern Rivers		Sumter		Three Notch		Tri- County		Upson		Walton		Washington		MEMBER TOTAL
2008
Residential Service			1,383,269		277,612		254,513		160,841		280,237		113,513		1,725,123		193,572		22,804,575
Commercial & Industrial			467,500		48,092		90,598		24,654		90,601		15,590		643,148		192,189		9,968,531
Other			1,319		5,770		17,693		28,769		0		2,375		79,801		1,746		996,217
	Total MWh Sales		1,852,089		331,474		362,803		214,264		370,838		131,478		2,448,073		387,507		33,769,323
2007
Residential Service			1,420,413		270,629		251,885		167,922		275,539		110,903		1,733,625		190,429		22,980,695
Commercial & Industrial			414,132		51,249		92,002		50,818		88,057		16,603		651,638		202,022		10,453,947
Other			0		4,613		17,102		6,134		0		2,418		80,725		1,522		952,892
	Total MWh Sales		1,834,544		326,491		360,989		224,875		363,595		129,925		2,465,988		393,974		34,387,534
2006
Residential Service			1,366,927		264,784		250,009		164,369		269,484		109,818		1,669,374		193,793		22,176,475
Commercial & Industrial			388,388		48,591		85,940		28,240		86,095		16,983		623,453		204,012		10,600,007
Other			0		4,493		14,324		21,816		0		2,328		79,122		1,169		921,872
	Total MWh Sales		1,755,315		317,868		350,272		214,425		355,579		129,129		2,371,949		398,975		33,698,354

Footnote:

(1)

Cobb EMC owns the distribution system, and serves the load, of Pataula EMC. Therefore Pataula's information is reported with Cobb.

FINANCIAL AND STATISTICAL INFORMATION FOR
38 MEMBERS OF OGLETHORPE POWER CORPORATION

Table 4

ANNUAL REVENUES BY CONSUMER CLASS OF EACH MEMBER

		Altamaha			Amicalola		Canoochee		Carroll		Central Georgia		Coastal		Cobb(1)		Colquitt		Coweta- Fayette			Diverse
2008
Residential Service		$	24,797,886		$	55,467,194	$	26,561,661	$	70,921,260	$	66,846,610	$	24,520,853	$	248,607,918	$	75,246,221	$	110,686,730		$	40,365,675
Commercial & Industrial			35,313,760		$	10,826,809		7,785,466	$	28,514,805		29,008,815		11,941,889	$	101,424,938		18,959,552		35,733,895			10,661,620
Other			313,123		$	27,194		541,233	$	788,264		302,734		274,854	$	23,342,175		6,272,170		1,566,936			838,965
	Total Electric Sales	$	60,424,769		$	66,321,197	$	34,888,360	$	100,224,329	$	96,158,159	$	36,737,596	$	373,375,031	$	100,477,943	$	147,987,561		$	51,866,260
Other Operating Revenue			697,480			1,190,585		4,473,949		5,511,933		3,287,129		852,567		8,109,454		6,626,323		4,680,363			2,539,726
	Total Operating Revenue	$	61,122,249		$	67,511,782	$	39,362,309	$	105,736,262	$	99,445,288	$	37,590,163	$	381,484,485	$	107,104,266	$	152,667,924		$	54,405,986
2007
Residential Service		$	23,734,524		$	55,241,969	$	25,155,044	$	67,541,353	$	61,842,253	$	22,853,709	$	243,110,043	$	74,608,516	$	103,133,209		$	35,824,377
Commercial & Industrial			31,496,353			10,821,939		7,635,758		25,992,003		25,600,961		10,605,971	$	93,924,956		20,194,391		33,197,808			9,671,620
Other			351,161			25,039		573,781		785,895		234,875		269,229	$	21,884,941		6,747,077		1,445,588			628,362
	Total Electric Sales	$	55,582,038		$	66,088,947	$	33,364,583	$	94,319,251	$	87,678,089	$	33,728,909	$	358,919,940	$	101,549,984	$	137,776,605		$	46,124,359
Other Operating Revenue			637,049			3,482,949		3,944,376		5,590,330		3,105,401		786,346		8,445,746		4,584,350		4,317,562			2,294,228
	Total Operating Revenue	$	56,219,087		$	69,571,896	$	37,308,959	$	99,909,581	$	90,783,490	$	34,515,255	$	367,365,686	$	106,134,334	$	142,094,167		$	48,418,587
2006
Residential Service		$	23,400,436		$	52,171,649	$	24,166,244	$	64,481,647	$	59,314,810	$	21,341,000	$	227,482,468	$	70,274,490	$	96,631,471		$	35,728,529
Commercial & Industrial			37,849,671			10,119,511		7,165,437		25,210,357		23,057,335		8,994,864		88,300,171		36,835,229		30,312,743			9,399,848
Other			318,051			58,447		489,378		751,231		166,678		263,950		20,139,030		5,667,632		1,212,062			628,782
	Total Electric Sales	$	61,568,158		$	62,349,607	$	31,821,059	$	90,443,235	$	82,538,823	$	30,599,814	$	335,921,669	$	112,777,351	$	128,156,276		$	45,757,159
Other Operating Revenue			639,808			1,788,406		3,980,912		5,279,152		3,255,768		702,442		8,403,878		4,749,188		(401,179	)		2,303,550
	Total Operating Revenue	$	62,207,966		$	64,138,013	$	35,801,971	$	95,722,387	$	85,794,591	$	31,302,256	$	344,325,547	$	117,526,539	$	127,755,097		$	48,060,709
		Middle Georgia			Mitchell		Ocmulgee		Oconee		Okefenoke		Planters		Rayle		Satilla		Sawnee			Slash Pine
2008
Residential Service		$	8,878,502		$	32,049,621	$	14,225,432	$	18,330,104	$	52,194,681	$	21,159,693	$	24,610,958	$	73,352,974	$	224,784,969		$	10,800,263
Commercial & Industrial		$	4,605,196		$	6,687,307		4,295,045		8,054,265		5,478,980		1,516,821	$	5,754,781	$	20,581,282	$	93,027,523		$	3,705,460
Other		$	1,731,438		$	5,240,905		809,186		359,832		1,462,266		1,338,982		0	$	3,455,383	$	4,674,028		$	639,933
	Total Electric Sales	$	15,215,136		$	43,977,833	$	19,329,663	$	26,744,201	$	59,135,927	$	24,015,496	$	30,365,739	$	97,389,639	$	322,486,520		$	15,145,656
Other Operating Revenue			26,538			1,713,926		771,221		713,072		1,309,246		1,145,342		179,957		4,706,206		13,606,008			248,296
	Total Operating Revenue	$	15,241,674		$	45,691,759	$	20,100,884	$	27,457,273	$	60,445,173	$	25,160,838	$	30,545,696	$	102,095,845	$	336,092,528		$	15,393,952
2007
Residential Service		$	8,144,176		$	30,771,985	$	13,667,024	$	17,075,264	$	51,098,734	$	20,452,254	$	24,459,368	$	69,803,172	$	195,871,465		$	10,616,813
Commercial & Industrial			4,330,504		$	6,513,987		3,788,741		7,061,573		5,851,185		1,381,813	$	6,049,650	$	18,950,084		80,844,678			3,707,919
Other			1,508,800		$	5,214,846		734,389		317,565		1,510,847		1,170,198		0	$	3,308,818		4,148,473			628,488
	Total Electric Sales	$	13,983,480		$	42,500,818	$	18,190,154	$	24,454,402	$	58,460,766	$	23,004,265	$	30,509,018	$	92,062,074	$	280,864,616		$	14,953,220
Other Operating Revenue			(56,940	)		1,704,679		659,475		635,571		989,600		1,090,880		208,005		5,871,946		10,269,909			264,012
	Total Operating Revenue	$	13,926,540		$	44,205,497	$	18,849,629	$	25,089,973	$	59,450,366	$	24,095,145	$	30,717,023	$	97,934,020	$	291,134,525		$	15,217,232
2006
Residential Service		$	7,932,313		$	30,223,149	$	13,018,001	$	15,936,513	$	46,018,140	$	20,036,173	$	23,232,937	$	64,286,473	$	183,160,064		$	10,413,924
Commercial & Industrial			4,005,291			6,064,635		3,334,858		6,618,726		5,929,173		1,379,014		5,219,760		15,486,095		73,988,929			3,649,217
Other			1,350,483			4,015,202		676,754		279,266		1,362,107		895,083		0		2,852,871		3,993,434			595,752
	Total Electric Sales	$	13,288,087		$	40,302,986	$	17,029,613	$	22,834,505	$	53,309,420	$	22,310,270	$	28,452,697	$	82,625,439	$	261,142,427		$	14,658,893
Other Operating Revenue			(304,215	)		121,459		600,974		794,869		923,536		986,467		262,016		6,801,407		1,443,391			174,825
	Total Operating Revenue	$	12,983,872		$	40,424,445	$	17,630,587	$	23,629,374	$	54,232,956	$	23,296,737	$	28,714,713	$	89,426,846	$	262,585,818		$	14,833,718

Footnotes:

(1)

Cobb EMC owns the distribution system, and serves the load, of Pataula EMC. Therefore Pataula's information is reported with Cobb.

Table 4 (continued)

		Excelsior		Grady		GreyStone		Habersham		Hart		Irwin		Jackson		Jefferson		Little Ocmulgee
2008
Residential Service		$	27,077,091	$	27,019,905	$	135,794,782	$	40,126,898	$	38,812,082	$	17,645,607	$	254,512,451	$	43,560,868	$	14,214,966
Commercial & Industrial		$	6,235,782	$	2,843,957		77,821,290		8,416,381		17,182,330	$	2,192,111	$	139,677,443		8,472,330		3,446,368
Other		$	483,197	$	1,481,011		2,267,363		7,164		40,037	$	2,037,871	$	26,309,546		1,091,808		548,573
	Total Electric Sales	$	33,796,070	$	31,344,873	$	215,883,435	$	48,550,443	$	56,034,449	$	21,875,589	$	420,499,440	$	53,125,006	$	18,209,907
Other Operating Revenue			1,441,733		1,189,260		8,041,587		1,748,225		2,487,785		612,504	$	21,057,054		2,212,086		717,058
	Total Operating Revenue	$	35,237,803	$	32,534,133	$	223,925,022	$	50,298,668	$	58,522,234	$	22,488,093	$	441,556,494	$	55,337,092	$	18,926,965
2007
Residential Service		$	24,515,997	$	26,987,246	$	133,532,470	$	39,167,769	$	38,511,658	$	17,053,730	$	245,516,448	$	42,716,753	$	13,558,990
Commercial & Industrial			5,590,272		2,858,892		75,737,409		8,087,900	$	16,777,072		1,819,163		132,445,332		8,358,480		3,234,617
Other			466,136		1,628,784		2,102,419		7,153	$	32,645		2,380,076		24,442,829		964,420		605,504
	Total Electric Sales	$	30,572,405	$	31,474,922	$	211,372,298	$	47,262,822	$	55,321,375	$	21,252,969	$	402,404,609	$	52,039,653	$	17,399,111
Other Operating Revenue			2,140,302		1,345,894		7,532,810		1,658,658		2,254,934		615,347		19,121,666		2,280,988		535,358
	Total Operating Revenue	$	32,712,707	$	32,820,816	$	218,905,108	$	48,921,480	$	57,576,309	$	21,868,316	$	421,526,275	$	54,320,641	$	17,934,469
2006
Residential Service		$	25,390,500	$	25,902,845	$	123,055,050	$	36,318,100	$	36,081,128	$	16,221,618	$	231,000,777	$	40,965,294	$	13,175,616
Commercial & Industrial			5,676,466		2,733,626		68,439,240		7,650,997		15,317,143		1,730,723		123,034,176		7,800,968		3,085,001
Other			415,161		1,336,463		1,861,630		7,064		35,769		2,134,793		21,767,316		714,787		587,692
	Total Electric Sales	$	31,482,127	$	29,972,934	$	193,355,920	$	43,976,161	$	51,434,040	$	20,087,134	$	375,802,269	$	49,481,049	$	16,848,309
Other Operating Revenue			706,960		1,137,395		7,096,226		2,483,628		1,853,186		660,836		15,793,452		2,168,788		251,953
	Total Operating Revenue	$	32,189,087	$	31,110,329	$	200,452,146	$	46,459,789	$	53,287,226	$	20,747,970	$	391,595,721	$	51,649,837	$	17,100,262
		Snapping Shoals		Southern Rivers		Sumter		Three Notch		Tri- County		Upson		Walton		Washington		MEMBER TOTAL
2008
Residential Service		$	124,433,704	$	29,104,999	$	25,168,061	$	18,165,856	$	29,284,828	$	10,247,755	$	145,182,612	$	21,149,536	$	2,225,911,206
Commercial & Industrial		$	35,218,058		4,274,547		8,981,195		2,678,331		8,389,237		1,569,632	$	50,027,770		13,211,499		834,516,470
Other		$	245,842		510,205		1,848,802		3,491,374		0		270,963	$	8,614,993		152,830		103,381,180
	Total Electric Sales	$	159,897,604	$	33,889,751	$	35,998,058	$	24,335,561	$	37,674,065	$	12,088,350	$	203,825,375	$	34,513,865	$	3,163,808,856
Other Operating Revenue			8,016,832		1,065,193		882,953		754,531		1,045,366		528,756		11,979,332		908,243		127,077,819
	Total Operating Revenue	$	167,914,436	$	34,954,944	$	36,881,011	$	25,090,092	$	38,719,431	$	12,617,106	$	215,804,707	$	35,422,108	$	3,290,886,675
2007
Residential Service		$	121,466,111	$	26,563,448	$	24,072,612	$	17,806,709	$	27,006,581	$	9,931,225	$	143,952,627	$	20,308,496	$	2,127,674,122
Commercial & Industrial		$	30,422,232		4,067,397		8,770,928	$	2,683,274		7,474,287		1,580,197		48,729,480		13,177,388		779,436,214
Other			0		367,528		1,572,475	$	3,362,015		0		268,343		8,342,559		128,905		98,160,163
	Total Electric Sales	$	151,888,343	$	30,998,373	$	34,416,015	$	23,851,998	$	34,480,868	$	11,779,765	$	201,024,666	$	33,614,789	$	3,005,270,499
Other Operating Revenue			4,727,868		998,067		1,460,991	$	721,555		1,003,191		361,132		11,559,032		947,062		118,090,329
	Total Operating Revenue	$	156,616,211	$	31,996,440	$	35,877,006	$	24,573,553	$	35,484,059	$	12,140,897	$	212,583,698	$	34,561,851	$	3,123,360,828
2006
Residential Service		$	115,871,272	$	24,727,886	$	23,079,344	$	17,419,652	$	25,981,484	$	9,505,326	$	141,863,733	$	19,976,530	$	2,015,786,586
Commercial & Industrial			27,439,793		3,726,857		8,016,021		2,549,043		6,951,359		1,522,929		46,852,108		13,009,154		748,456,468
Other			0		323,084		1,319,310		2,500,397		0		243,431		7,880,393		87,538		86,931,021
	Total Electric Sales	$	143,311,065	$	28,777,827	$	32,414,675	$	22,469,092	$	32,932,843	$	11,271,686	$	196,596,234	$	33,073,222	$	2,851,174,075
Other Operating Revenue			3,500,354		929,157		919,732		726,366		976,217		406,592		11,188,634		1,121,963		94,428,093
	Total Operating Revenue	$	146,811,419	$	29,706,984	$	33,334,407	$	23,195,458	$	33,909,060	$	11,678,278	$	207,784,868	$	34,195,185	$	2,945,602,168

Footnote:

(1)

Cobb EMC owns the distribution system, and serves the load, of Pataula EMC. Therefore Pataula's information is reported with Cobb.

FINANCIAL AND STATISTICAL INFORMATION FOR
38 MEMBERS OF OGLETHORPE POWER CORPORATION

Table 5

SUMMARY OF OPERATING RESULTS OF EACH MEMBER

			Altamaha		Amicalola		Canoochee		Carroll		Central Georgia			Coastal		Cobb(1)			Colquitt		Coweta- Fayette			Diverse
2008
Operating Revenue & Patronage Capital			$	61,122,249	$	67,511,782	$	39,362,309	$	105,736,262	$	99,445,288		$	37,590,162	$	381,484,485		$	107,104,266	$	152,667,924		$	54,405,986
Depreciation and Amortization				2,474,566		5,376,630		3,253,129		7,168,008		4,999,053			1,990,864		19,229,359			5,619,971		8,025,200			4,607,600
Other Operating Expenses				57,766,090		59,240,152		31,627,274		91,149,141		89,418,823			32,522,111		337,442,151			96,530,049		133,462,274			46,756,004
	Electric Operating Margin		$	881,593	$	2,895,000	$	4,481,906	$	7,419,113	$	5,027,412		$	3,077,187	$	24,812,975		$	4,954,246	$	11,180,450		$	3,042,382
Other Income				1,136,753		885,594		897,811		1,512,845		1,495,642			612,565		3,707,931			1,678,343		4,991,185			991,603
	Gross Operating Margin		$	2,018,346	$	3,780,594	$	5,379,717	$	8,931,958	$	6,523,054		$	3,689,752	$	28,520,906		$	6,632,589	$	16,171,635		$	4,033,985
Interest on Long-term Debt				1,424,717		2,666,272		2,797,252		5,254,766		4,963,311			2,003,837		22,928,984			4,155,707		7,141,203			2,427,995
Other Deductions				5,293		23,241		28,778		79,340		85,359			95,451		5,732,558			0		1,292,133			82,089
		Net Margins	$	588,336	$	1,091,081	$	2,553,687	$	3,597,852	$	1,474,384		$	1,590,464	$	(140,636	)	$	2,476,882	$	7,738,299		$	1,523,901
2007
Operating Revenue & Patronage Capital			$	56,219,088	$	69,571,896	$	37,308,959	$	99,909,581	$	90,783,491		$	34,515,255	$	367,365,686		$	106,134,334	$	142,094,164		$	48,418,587
Depreciation and Amortization				2,387,458		5,207,085		2,918,782		6,588,681		4,741,645			1,808,217		18,149,321			5,262,275		7,539,419			4,491,285
Other Operating Expenses				52,729,201		56,664,392		30,567,013		83,798,464		79,047,671			30,440,504		329,679,177			93,070,746		124,027,198			42,594,151
	Electric Operating Margin		$	1,102,429	$	7,700,419	$	3,823,164	$	9,522,436	$	6,994,175		$	2,266,534	$	19,537,188		$	7,801,313	$	10,527,547		$	1,333,151
Other Income				1,060,147		703,895		1,129,657		2,142,884		1,621,376			556,381		11,701,199			2,198,130		4,139,035			1,259,149
	Gross Operating Margin		$	2,162,576	$	8,404,314	$	4,952,821	$	11,665,320	$	8,615,551		$	2,822,915	$	31,238,387		$	9,999,443	$	14,666,582		$	2,592,300
Interest on Long-term Debt				1,247,594		2,564,691		2,750,930		5,329,405		4,548,119			1,615,357		20,420,738			3,827,885		7,384,049			1,999,212
Other Deductions				7,438		11,979		4,542		1,476		155,682			459,632		6,407,765			0		915,955			75,860
		Net Margins	$	907,544	$	5,827,644	$	2,197,349	$	6,334,439	$	3,911,750		$	747,926	$	4,409,884		$	6,171,558	$	6,366,578		$	517,228
2006
Operating Revenue & Patronage Capital			$	62,207,968	$	64,138,013	$	35,801,971	$	95,722,387	$	85,794,591		$	31,302,256	$	344,325,547		$	117,526,539	$	127,755,098		$	48,060,709
Depreciation and Amortization				2,319,477		4,896,320		2,946,579		6,067,430		4,404,396			1,653,742		16,711,060			4,892,772		7,082,013			4,130,496
Other Operating Expenses				56,955,671		50,575,713		28,875,370		77,679,535		73,229,423			26,903,356		303,134,156			103,448,979		110,066,667			39,340,968
	Electric Operating Margin		$	2,932,820	$	8,665,980	$	3,980,022	$	11,975,422	$	8,160,772		$	2,745,158	$	24,480,331		$	9,184,788	$	10,606,418		$	4,589,245
Other Income				967,482		708,259		961,125		1,419,937		1,388,290			412,012		9,904,486			2,178,056		3,365,142			971,895
	Gross Operating Margin		$	3,900,302	$	9,374,239	$	4,941,147	$	13,395,359	$	9,549,062		$	3,157,170	$	34,384,817		$	11,362,844	$	13,971,560		$	5,561,140
Interest on Long-term Debt				1,288,127		2,545,642		2,498,262		4,229,434		4,177,453			1,641,603		18,595,285			3,775,225		6,817,889			1,786,755
Other Deductions				8,445		288		4,537		1,047		70,709			93,166		5,587,808			0		1,294,257			3,648
		Net Margins	$	2,603,730	$	6,828,309	$	2,438,348	$	9,164,878	$	5,300,900		$	1,422,401	$	10,201,724		$	7,587,619	$	5,859,414		$	3,770,737
			Middle Georgia		Mitchell		Ocmulgee		Oconee		Okefenoke			Planters		Rayle			Satilla		Sawnee			Slash Pine
2008
Operating Revenue & Patronage Capital			$	15,241,674	$	45,691,759	$	20,100,884	$	27,457,273	$	60,445,173		$	25,160,839	$	30,545,696		$	102,095,845	$	336,092,528		$	15,393,952
Depreciation and Amortization				923,679		3,100,209	$	1,171,129		1,645,446		4,056,471			1,677,783		2,305,401			4,611,524		12,187,916			667,956
Other Operating Expenses				13,201,596		38,944,395		16,935,310		23,565,625		52,089,870			21,489,736		26,567,470			89,589,980		300,951,014			13,606,779
	Electric Operating Margin		$	1,116,399	$	3,647,155	$	1,994,445	$	2,246,202	$	4,298,832		$	1,993,320	$	1,672,825		$	7,894,341	$	22,953,598		$	1,119,217
Other Income				474,444		777,146		316,005		539,576		749,218			611,014		457,846			1,431,038		6,882,505			294,920
	Gross Operating Margin		$	1,590,843	$	4,424,301	$	2,310,450	$	2,785,778	$	5,048,050		$	2,604,334	$	2,130,671		$	9,325,379	$	29,836,103		$	1,414,137
Interest on Long-term Debt				829,074		1,747,895	$	1,060,747		1,925,252		4,022,440			1,224,532		2,172,995			3,513,417		15,026,708			710,015
Other Deductions				162,862		357,819		10,124		84,998		(18,583	)		906		5,736			769,064		507,439			500
		Net Margins	$	598,907	$	2,318,587	$	1,239,579	$	775,528	$	1,044,193		$	1,378,896	$	(48,060	)	$	5,042,898	$	14,301,956		$	703,622
2007
Operating Revenue & Patronage Capital			$	13,926,540	$	44,205,497	$	18,849,629	$	25,089,973	$	59,450,365		$	24,095,145	$	30,717,023		$	97,934,020	$	291,134,525		$	15,217,231
Depreciation and Amortization				855,014		2,899,752		1,186,528		1,534,278		3,782,071			1,611,502		2,182,563			4,417,962		12,526,400			630,851
Other Operating Expenses				12,076,252		38,555,524		15,774,176		20,983,036		49,206,990			20,816,892		25,867,992			87,114,692		259,982,329			13,137,035
	Electric Operating Margin		$	995,274	$	2,750,221	$	1,888,925	$	2,572,659	$	6,461,304		$	1,666,751	$	2,666,468		$	6,401,366	$	18,625,796		$	1,449,345
Other Income				315,488		722,905		349,361		547,458		659,543			734,768		524,354			1,630,050		7,815,672			309,142
	Gross Operating Margin		$	1,310,762	$	3,473,126	$	2,238,286	$	3,120,117	$	7,120,847		$	2,401,519	$	3,190,822		$	8,031,416	$	26,441,468		$	1,758,487
Interest on Long-term Debt				828,024		1,699,231		1,038,742		1,872,393		3,171,549			1,226,130		2,065,680			3,305,665		13,467,421			658,437
Other Deductions				109,994		307,532		8,146		65,428		509,471			1,229		34,540			1,049,618		129,671			553
		Net Margins	$	372,744	$	1,466,363	$	1,191,398	$	1,182,296	$	3,439,827		$	1,174,160	$	1,090,602		$	3,676,133	$	12,844,376		$	1,099,497
2006
Operating Revenue & Patronage Capital			$	12,983,872	$	41,865,476	$	17,630,587	$	23,629,374	$	54,232,956		$	23,296,737	$	28,714,713		$	89,426,846	$	262,585,818		$	14,833,718
Depreciation and Amortization				867,371		2,756,193		1,120,950		1,439,092		3,495,668			1,533,823		2,029,802			3,907,140		11,453,467			601,254
Other Operating Expenses				11,163,683		35,351,153		15,236,133		19,921,234		46,261,194			19,630,752		23,726,618			78,971,999		233,777,644			12,369,824
	Electric Operating Margin		$	952,818	$	3,758,130	$	1,273,504	$	2,269,048	$	4,476,094		$	2,132,162	$	2,958,293		$	6,547,707	$	17,354,707		$	1,862,640
Other Income				256,487		733,506		287,519		542,448		798,337			543,910		472,792			1,574,928		(1,955,097	)		243,903
	Gross Operating Margin		$	1,209,305	$	4,491,636	$	1,561,023	$	2,811,496	$	5,274,431		$	2,676,072	$	3,431,085		$	8,122,635	$	15,399,610		$	2,106,543
Interest on Long-term Debt				788,987		1,345,987		1,034,290		1,722,077		3,219,368			1,107,369		1,888,948			2,830,640		9,857,170			633,270
Other Deductions				27,296		474,010		19,952		128,398		131,439			1,230		57,663			1,247,935		131,111			819,863
		Net Margins	$	393,022	$	2,671,639	$	506,781	$	961,021	$	1,923,624		$	1,567,473	$	1,484,474		$	4,044,060	$	5,411,329		$	653,410

Footnote:

(1)

Cobb EMC owns the distribution system, and serves the load, of Pataula EMC. Therefore Pataula's information is reported with Cobb.

Table 5 (continued)

			Excelsior		Grady		GreyStone		Habersham		Hart		Irwin		Jackson		Jefferson		Little Ocmulgee
2008
Operating Revenue & Patronage Capital			$	35,237,802	$	32,534,134	$	223,925,022	$	50,298,668	$	58,522,235	$	22,488,093	$	441,556,493	$	55,337,092	$	18,926,965
Depreciation and Amortization				1,784,850		2,265,076		11,010,622		4,460,079		4,032,013		2,139,119		23,538,665		3,898,349		1,266,929
Other Operating Expenses				31,639,303		26,557,714		197,018,650		42,397,747		48,604,579		17,903,271		389,791,765		46,719,180		15,979,700
	Electric Operating Margin		$	1,813,649	$	3,711,344	$	15,895,750	$	3,440,842	$	5,885,643	$	2,445,703	$	28,226,063	$	4,719,563	$	1,680,336
Other Income				1,063,189		535,863		2,402,610		796,547		1,186,690		443,831		9,105,312		1,254,452		131,957
	Gross Operating Margin		$	2,876,838	$	4,247,207	$	18,298,360	$	4,237,389	$	7,072,333	$	2,889,534	$	37,331,375	$	5,974,015	$	1,812,293
Interest on Long-term Debt				1,399,237		1,236,423		10,102,531		2,903,665		3,310,437		1,733,805		20,521,744		3,083,827		1,219,400
Other Deductions				0		253,599		679,601		15,230		5,471		213,021		10,679		24,880		9,996
		Net Margins	$	1,477,601	$	2,757,185	$	7,516,228	$	1,318,494	$	3,756,425	$	942,708	$	16,798,952	$	2,865,308	$	582,897
2007
Operating Revenue & Patronage Capital			$	32,712,706	$	32,820,816	$	218,905,109	$	48,921,480	$	57,576,309	$	21,868,316	$	421,526,276	$	54,320,644	$	17,934,469
Depreciation and Amortization				1,697,034		2,162,979		9,828,318		4,417,334		3,908,295		1,976,941		22,016,932		3,645,414		1,181,066
Other Operating Expenses				29,128,158		28,296,063		188,904,391		40,878,147		47,011,256		17,857,902		369,672,591		46,430,546		15,396,587
	Electric Operating Margin		$	1,887,514	$	2,361,774	$	20,172,400	$	3,625,999	$	6,656,758	$	2,033,473	$	29,836,753	$	4,244,684	$	1,356,816
Other Income				1,276,241		562,966		3,223,915		422,097		1,181,417		421,326		10,523,948		1,443,786		146,607
	Gross Operating Margin		$	3,163,755	$	2,924,740	$	23,396,315	$	4,048,096	$	7,838,175	$	2,454,799	$	40,360,701	$	5,688,470	$	1,503,423
Interest on Long-term Debt				1,439,087		1,293,646		9,412,113		2,812,518		3,162,234		1,593,158		20,066,945		3,060,090		1,185,033
Other Deductions				0		268,434		64,298		133,681		3,439		216,827		11,315		21,185		10,038
		Net Margins	$	1,724,668	$	1,362,660	$	13,919,904	$	1,101,897	$	4,672,502	$	644,814	$	20,282,441	$	2,607,195	$	308,352
2006
Operating Revenue & Patronage Capital			$	32,189,091	$	31,110,331	$	200,452,145	$	46,459,789	$	53,287,226	$	20,747,970	$	391,595,721	$	51,649,840	$	17,100,264
Depreciation and Amortization				1,621,074		2,043,677		9,095,176		3,870,837		3,611,560		1,809,520		20,184,484		3,344,343		1,122,175
Other Operating Expenses				28,594,603		25,996,712		167,069,779		38,500,606		44,324,947		16,289,566		339,630,669		43,864,329		14,527,049
	Electric Operating Margin		$	1,973,414	$	3,069,942	$	24,287,190	$	4,088,346	$	5,350,719	$	2,648,884	$	31,780,568	$	4,441,168	$	1,451,040
Other Income				1,376,559		320,110		3,227,982		466,177		1,052,540		361,926		10,470,700		1,383,901		108,711
	Gross Operating Margin		$	3,349,973	$	3,390,052	$	27,515,172	$	4,554,523	$	6,403,259	$	3,010,810	$	42,251,268	$	5,825,069	$	1,559,751
Interest on Long-term Debt				1,396,797		1,215,712		8,879,210		2,845,719		2,921,642		1,502,804		19,376,043		3,112,730		1,215,412
Other Deductions				9,266		292,148		152,210		24,242		3,659		30,591		17,666		170,742		10,248
		Net Margins	$	1,943,910	$	1,882,192	$	18,483,752	$	1,684,562	$	3,477,958	$	1,477,415	$	22,857,559	$	2,541,597	$	334,091
			Snapping Shoals		Southern Rivers		Sumter		Three Notch		Tri- County		Upson		Walton		Washington		MEMBER TOTAL
2008
Operating Revenue & Patronage Capital			$	167,914,436	$	34,954,944	$	36,881,011	$	25,090,092	$	38,719,433	$	12,617,103	$	215,804,707	$	35,422,107	$	3,290,886,673
Depreciation and Amortization				8,294,183		1,770,263		2,388,039		1,394,617		2,804,867		706,272		10,454,227		1,940,870		179,240,934
Other Operating Expenses				151,416,234		31,703,326		30,068,754		21,799,647		32,274,730		11,191,448		194,776,401		31,675,740		2,894,374,033
	Electric Operating Margin		$	8,204,019	$	1,481,355	$	4,424,218	$	1,895,828	$	3,639,836	$	719,383	$	10,574,079	$	1,805,497	$	217,271,706
Other Income				5,271,751		508,352		797,109		258,022		614,205		380,856		13,846,887		451,418		69,493,035
	Gross Operating Margin		$	13,475,770	$	1,989,707	$	5,221,327	$	2,153,850	$	4,254,041	$	1,100,239	$	24,420,966	$	2,256,915	$	286,764,741
Interest on Long-term Debt				5,628,225		1,290,784		2,184,040		1,317,674		2,766,483		589,745		6,509,618		1,519,910		155,314,667
Other Deductions				121,000		0		52,689		78,868		84,870		16,425		635,090		0		11,506,526
		Net Margins	$	7,726,545	$	698,923	$	2,984,598	$	757,308	$	1,402,688	$	494,069	$	17,276,258	$	737,005	$	119,943,548
2007
Operating Revenue & Patronage Capital			$	156,616,211	$	31,996,440	$	35,877,006	$	24,573,553	$	35,484,059	$	12,140,896	$	212,583,698	$	34,561,850	$	3,123,360,827
Depreciation and Amortization				7,529,727		1,622,224		2,171,673		1,318,772		2,547,761		685,034		9,680,728		1,863,834		168,975,155
Other Operating Expenses				138,895,981		28,718,051		29,686,946		21,565,274		29,437,637		10,696,900		190,961,740		30,207,164		2,729,878,769
	Electric Operating Margin		$	10,190,503	$	1,656,165	$	4,018,387	$	1,689,507	$	3,498,661	$	758,962	$	11,941,230	$	2,490,852	$	224,506,903
Other Income				2,953,342		685,365		929,373		360,824		544,801		621,840		9,780,798		527,815		75,727,055
	Gross Operating Margin		$	13,143,845	$	2,341,530	$	4,947,760	$	2,050,331	$	4,043,462	$	1,380,802	$	21,722,028	$	3,018,667	$	300,233,958
Interest on Long-term Debt				5,177,679		1,167,244		2,052,523		1,295,258		2,495,760		569,917		5,013,107		1,511,947		144,329,511
Other Deductions				22,853		0		47,647		80,080		103,414		15,652		630,867		0		11,886,241
		Net Margins	$	7,943,313	$	1,174,286	$	2,847,590	$	674,993	$	1,444,288	$	795,233	$	16,078,054	$	1,506,720	$	144,018,206
2006
Operating Revenue & Patronage Capital			$	146,811,420	$	29,706,984	$	33,334,406	$	23,195,458	$	33,909,056	$	11,678,278	$	207,784,869	$	34,195,184	$	2,947,043,208
Depreciation and Amortization				6,893,925		1,592,101		2,013,126		1,261,442		2,256,003		644,906		9,108,183		1,753,975		156,535,552
Other Operating Expenses				128,530,306		25,557,545		27,667,062		20,493,069		27,109,876		10,064,630		179,984,669		30,093,596		2,534,919,085
	Electric Operating Margin		$	11,387,189	$	2,557,338	$	3,654,218	$	1,440,947	$	4,543,177	$	968,742	$	18,692,017	$	2,347,613	$	255,588,571
Other Income				2,422,659		769,986		709,104		398,878		535,301		511,767		6,412,517		519,583		56,823,818
	Gross Operating Margin		$	13,809,848	$	3,327,324	$	4,363,322	$	1,839,825	$	5,078,478	$	1,480,509	$	25,104,534	$	2,867,196	$	312,412,389
Interest on Long-term Debt				4,782,878		1,207,447		1,914,441		1,248,321		2,271,253		496,496		4,307,365		1,542,211		132,020,262
Other Deductions				35,877		0		39,573		149,645		165,106		15,933		537,042		0		11,756,750
		Net Margins	$	8,991,093	$	2,119,877	$	2,409,308	$	441,859	$	2,642,119	$	968,080	$	20,260,127	$	1,324,985	$	168,635,377

Footnote:

(1)

Cobb EMC owns the distribution system, and serves the load, of Pataula EMC. Therefore Pataula's information is reported with Cobb.

FINANCIAL AND STATISTICAL INFORMATION FOR
38 MEMBERS OF OGLETHORPE POWER CORPORATION

Table 6

CONDENSED BALANCE SHEET INFORMATION OF EACH MEMBER
(as of December 31)

				Altamaha		Amicalola		Canoochee		Carroll		Central Georgia		Coastal		Cobb(1)		Colquitt		Coweta- Fayette		Diverse
2008
ASSETS
	Total Utility Plant(2)			$	82,495,551	$	167,046,816	$	107,108,995	$	206,128,177	$	176,108,011	$	67,909,550	$	650,704,629	$	186,117,283	$	267,256,930	$	124,153,498
	Depreciation			$	22,773,534	$	41,897,122	$	32,599,847	$	38,776,346	$	30,501,372	$	12,075,581	$	134,885,908	$	45,458,964	$	64,198,988	$	43,390,277
		Net Plant			59,722,017		125,149,694		74,509,148		167,351,831		145,606,639		55,833,969		515,818,721		140,658,319		203,057,942		80,763,221
	Other Assets				32,186,462		20,071,476		19,000,130		39,724,406		36,401,524		14,116,142		331,876,450		50,719,753		60,990,505		21,451,335
			Total Assets	$	91,908,479	$	145,221,170	$	93,509,278	$	207,076,237	$	182,008,163	$	69,950,111	$	847,695,171	$	191,378,072	$	264,048,447	$	102,214,556
EQUITY & LIABILITIES
	Equity			$	58,967,436	$	58,983,153	$	34,912,014	$	66,739,541	$	61,174,119	$	21,528,070	$	256,287,951	$	82,520,062	$	75,378,036	$	45,205,340
	Long-term Debt				23,733,197		55,332,341		39,056,075		103,380,963		98,578,433		41,640,303		385,174,620		78,587,966		136,488,542		44,995,652
	Other Liabilities				9,207,846		30,905,676		19,541,189		36,955,733		22,255,611		6,781,738		206,232,600		30,270,044		52,181,869		12,013,564
		Total Equity and Liabilities		$	91,908,479	$	145,221,170	$	93,509,278	$	207,076,237	$	182,008,163	$	69,950,111	$	847,695,171	$	191,378,072	$	264,048,447	$	102,214,556
2007
ASSETS
	Total Utility Plant(2)			$	79,713,398	$	160,949,116	$	101,850,091	$	192,880,900	$	168,967,910	$	63,605,531	$	617,716,224	$	174,771,455	$	251,599,738	$	110,660,407
	Depreciation				21,172,829		39,889,725		33,152,951		37,086,124		28,360,162		11,625,531		118,476,223		41,111,016		58,415,901		39,690,389
		Net Plant			58,540,569		121,059,391		68,697,140		155,794,776		140,607,748		51,980,000		499,240,001		133,660,439		193,183,837		70,970,018
	Other Assets				31,515,701		21,440,776		19,087,496		43,652,662		36,162,398		12,526,765		315,272,091		55,809,764		57,079,263		16,520,755
			Total Assets	$	90,056,270	$	142,500,167	$	87,784,636	$	199,447,438	$	176,770,146	$	64,506,765	$	814,512,092	$	189,470,203	$	250,263,100	$	87,490,773
EQUITY & LIABILITIES
	Equity			$	58,668,872	$	59,140,663	$	32,678,895	$	64,855,484	$	60,557,734	$	19,936,206	$	256,449,237	$	82,730,590	$	67,926,515	$	44,116,010
	Long-term Debt				22,769,872		51,169,460		43,532,777		99,394,624		101,351,108		29,307,627		363,883,062		95,345,824		141,180,691		32,048,206
	Other Liabilities				8,617,526		32,190,044		11,572,964		35,197,330		14,861,304		15,262,932		194,179,793		11,393,789		41,155,894		11,326,557
		Total Equity and Liabilities		$	90,056,270	$	142,500,167	$	87,784,636	$	199,447,438	$	176,770,146	$	64,506,765	$	814,512,092	$	189,470,203	$	250,263,100	$	87,490,773
2006
ASSETS
	Total Utility Plant(2)			$	75,680,592	$	150,420,968	$	94,645,201	$	177,648,571	$	152,093,523	$	57,886,144	$	568,881,901	$	162,683,913	$	236,595,078	$	102,513,802
	Depreciation				19,263,622		37,625,396		33,512,101		32,344,092		26,660,315		10,935,638		105,674,895		37,199,077		53,442,571		37,383,394
		Net Plant			56,416,970		112,795,572		61,133,100		145,304,479		125,433,208		46,950,506		463,207,006		125,484,836		183,152,507		65,130,408
	Other Assets				34,085,257		20,443,027		20,751,492		54,251,310		32,887,448		10,777,344		305,574,374		55,358,633		56,242,591		15,168,805
			Total Assets	$	90,502,227	$	133,238,599	$	81,884,592	$	199,555,789	$	158,320,656	$	57,727,850	$	768,781,380	$	180,843,469	$	239,395,098	$	80,299,213
EQUITY & LIABILITIES
	Equity			$	58,031,152	$	54,431,741	$	31,504,239	$	69,913,483	$	57,488,946	$	19,173,088	$	252,429,739	$	80,755,740	$	62,116,719	$	45,012,359
	Long-term Debt				21,730,214		53,599,995		40,043,493		102,814,311		86,138,503		30,241,920		332,266,714		68,681,761		145,599,660		27,139,860
	Other Liabilities				10,740,861		25,206,863		10,336,860		26,827,995		14,693,207		8,312,842		184,084,927		31,405,968		31,678,719		8,146,994
		Total Equity and Liabilities		$	90,502,227	$	133,238,599	$	81,884,592	$	199,555,789	$	158,320,656	$	57,727,850	$	768,781,380	$	180,843,469	$	239,395,098	$	80,299,213
				Middle Georgia		Mitchell		Ocmulgee		Oconee		Okefenoke		Planters		Rayle		Satilla		Sawnee		Slash Pine
2008
ASSETS
	Total Utility Plant(2)			$	33,658,534	$	116,535,708	$	45,513,358	$	58,838,910	$	145,389,564	$	54,419,037	$	79,167,821	$	154,288,304	$	437,409,703	$	27,327,689
	Depreciation				5,589,012		20,465,781		10,810,763		11,271,809		34,847,741		16,093,821		23,611,687		27,911,642		75,580,648		6,970,853
		Net Plant			28,069,522		96,069,927		34,702,595		47,567,101		110,541,823		38,325,216		55,556,134		126,376,662		361,829,055		20,356,836
	Other Assets				7,474,938		19,548,409		8,908,057		13,978,032		26,761,701		15,626,779		11,930,590		40,317,030		85,853,895		8,133,585
			Total Assets	$	35,544,460	$	115,618,336	$	43,610,652	$	61,545,133	$	137,303,524	$	53,951,995	$	67,486,724	$	166,693,692	$	447,682,950	$	28,490,421
EQUITY & LIABILITIES
	Equity			$	12,683,344	$	61,566,287	$	17,239,189	$	19,368,961	$	42,340,867	$	24,758,076	$	16,959,117	$	61,809,620	$	152,398,666	$	9,620,890
	Long-term Debt				15,248,363		40,334,697		20,175,663		32,054,321		82,459,154		25,285,956		41,661,740		62,880,633		240,752,641		12,274,145
	Other Liabilities				7,612,753		13,717,352		6,195,800		10,121,851		12,503,503		3,907,963		8,865,867		42,003,439		54,531,643		6,595,386
		Total Equity and Liabilities		$	35,544,460	$	115,618,336	$	43,610,652	$	61,545,133	$	137,303,524	$	53,951,995	$	67,486,724	$	166,693,692	$	447,682,950	$	28,490,421
2007
ASSETS
	Total Utility Plant(2)			$	30,653,167	$	109,535,852	$	43,648,393	$	55,450,664	$	140,788,522	$	51,300,300	$	74,527,512	$	146,669,772	$	417,376,651	$	25,980,211
	Depreciation				5,346,915		18,749,803		10,073,548		10,037,558		32,780,439		14,913,168		21,912,852		24,873,565		70,251,603		6,452,064
		Net Plant			25,306,252		90,786,049		33,574,845		45,413,106		108,008,083		36,387,132		52,614,660		121,796,207		347,125,048		19,528,147
	Other Assets				6,911,379		20,723,819		8,379,085		12,786,941		23,187,925		14,956,667		12,915,427		34,337,538		148,336,152		8,070,197
			Total Assets	$	32,217,631	$	111,509,868	$	41,953,930	$	58,200,047	$	131,196,008	$	51,343,799	$	65,530,087	$	156,133,745	$	495,461,200	$	27,598,344
EQUITY & LIABILITIES
	Equity			$	12,074,173	$	59,675,211	$	16,103,716	$	18,748,778	$	42,025,900	$	23,807,487	$	17,303,775	$	54,446,363	$	139,479,816	$	9,116,969
	Long-term Debt				15,786,894		33,549,024		19,943,709		31,490,159		78,193,125		23,476,540		40,904,941		64,747,741		311,458,530		12,670,631
	Other Liabilities				4,356,564		18,285,633		5,906,505		7,961,110		10,976,983		4,059,772		7,321,371		36,939,641		44,522,854		5,810,744
		Total Equity and Liabilities		$	32,217,631	$	111,509,868	$	41,953,930	$	58,200,047	$	131,196,008	$	51,343,799	$	65,530,087	$	156,133,745	$	495,461,200	$	27,598,344
2006
ASSETS
	Total Utility Plant(2)			$	28,571,363	$	103,595,814	$	41,939,842	$	51,986,720	$	128,101,912	$	49,408,481	$	70,229,868	$	139,142,208	$	384,099,810	$	24,624,605
	Depreciation				5,229,858		17,238,679		9,460,397		9,354,566		30,385,604		14,303,110		20,404,776		23,076,675		65,591,862		6,111,533
		Net Plant			23,341,505		86,357,135		32,479,445		42,632,154		97,716,308		35,105,371		49,825,092		116,065,533		318,507,948		18,513,072
	Other Assets				5,191,813		19,205,412		9,139,319		11,999,837		21,934,828		14,585,715		10,596,025		37,269,217		59,943,770		6,858,952
			Total Assets	$	28,533,318	$	105,562,547	$	41,618,764	$	54,631,991	$	119,651,136	$	49,691,086	$	60,421,117	$	153,334,750	$	378,451,718	$	25,372,024
EQUITY & LIABILITIES
	Equity			$	11,700,362	$	60,253,735	$	16,553,907	$	17,833,057	$	39,126,889	$	23,066,398	$	17,436,367	$	54,922,073	$	127,473,251	$	8,288,600
	Long-term Debt				14,402,577		28,706,819		20,685,010		27,118,627		61,954,482		22,093,576		35,065,618		54,607,041		195,021,558		12,499,991
	Other Liabilities				2,430,379		16,601,993		4,379,847		9,680,307		18,569,765		4,531,112		7,919,132		43,805,636		55,956,909		4,583,433
		Total Equity and Liabilities		$	28,533,318	$	105,562,547	$	41,618,764	$	54,631,991	$	119,651,136	$	49,691,086	$	60,421,117	$	153,334,750	$	378,451,718	$	25,372,024

Footnotes:

(1)

Cobb EMC owns the distribution system, and serves the load, of Pataula EMC. Therefore Pataula's information is reported with Cobb.

(2)

Including construction work in progress.

Table 6 (continued)

				Excelsior		Grady		GreyStone		Habersham		Hart		Irwin		Jackson		Jefferson		Little Ocmulgee
2008
ASSETS
	Total Utility Plant(2)			$	64,063,411	$	74,974,010	$	372,089,733	$	125,051,609	$	141,491,403	$	64,728,759	$	733,883,156	$	125,308,897	$	46,959,322
	Depreciation			$	14,199,023	$	14,843,265	$	61,436,860	$	36,160,650	$	34,378,637	$	17,126,378	$	171,230,146	$	26,655,182	$	11,023,442
		Net Plant			49,864,388		60,130,745		310,652,873		88,890,959		107,112,766		47,602,381		562,653,010		98,653,715		35,935,880
	Other Assets				17,407,023		16,253,832		75,564,651		18,068,766		26,312,088		9,353,569		191,016,588		35,256,471		7,514,047
			Total Assets	$	67,271,411	$	76,384,577	$	386,217,524	$	106,959,725	$	133,424,854	$	56,955,950	$	753,669,598	$	133,910,186	$	43,449,927
EQUITY & LIABILITIES
	Equity			$	37,271,800	$	36,701,668	$	143,581,680	$	35,222,703	$	55,220,972	$	18,209,425	$	260,205,011	$	52,957,044	$	13,484,517
	Long-term Debt				23,344,081		24,546,047		198,955,162		56,806,225		59,862,111		35,284,374		371,345,021		61,540,892		25,184,369
	Other Liabilities				6,655,530		15,136,862		43,680,682		14,930,797		18,341,771		3,462,151		122,119,566		19,412,250		4,781,041
		Total Equity and Liabilities		$	67,271,411	$	76,384,577	$	386,217,524	$	106,959,725	$	133,424,854	$	56,955,950	$	753,669,598	$	133,910,186	$	43,449,927
2007
ASSETS
	Total Utility Plant(2)			$	61,423,133	$	70,090,055	$	351,215,886	$	119,456,685	$	133,707,622	$	61,677,486	$	694,908,275	$	118,232,343	$	45,150,518
	Depreciation				13,547,723		13,494,511		58,860,638		32,531,960		32,505,391		16,263,931		155,502,853		24,144,090		10,671,327
		Net Plant			47,875,410		56,595,544		292,355,248		86,924,725		101,202,231		45,413,555		539,405,422		94,088,253		34,479,191
	Other Assets				19,347,536		14,741,142		83,069,787		17,797,730		26,297,870		9,474,914		193,967,686		31,245,995		6,319,389
			Total Assets	$	67,222,946	$	71,336,686	$	375,425,035	$	104,722,455	$	127,500,101	$	54,888,469	$	733,373,108	$	125,334,248	$	40,798,580
EQUITY & LIABILITIES
	Equity			$	35,792,073	$	34,572,171	$	139,082,062	$	34,427,590	$	51,142,114	$	17,498,207	$	247,974,272	$	50,154,536	$	12,916,298
	Long-term Debt				23,788,746		25,162,241		189,504,327		58,070,782		59,928,598		29,086,570		358,930,458		56,873,250		22,943,277
	Other Liabilities				7,642,127		11,602,274		46,838,646		12,224,083		16,429,389		8,303,692		126,468,378		18,306,462		4,939,005
		Total Equity and Liabilities		$	67,222,946	$	71,336,686	$	375,425,035	$	104,722,455	$	127,500,101	$	54,888,469	$	733,373,108	$	125,334,248	$	40,798,580
2006
ASSETS
	Total Utility Plant(2)			$	59,042,364	$	66,289,506	$	315,548,377	$	115,174,455	$	124,723,672	$	56,215,768	$	648,333,788	$	110,314,624	$	42,656,195
	Depreciation				12,602,886		12,621,455		53,818,667		29,650,777		30,844,387		15,617,614		140,094,597		21,755,628		10,151,837
		Net Plant			46,439,478		53,668,051		261,729,710		85,523,678		93,879,285		40,598,154		508,239,191		88,558,996		32,504,358
	Other Assets				21,138,639		14,751,160		75,735,186		16,191,762		20,622,726		9,353,436		206,738,335		32,333,219		7,265,908
			Total Assets	$	67,578,117	$	68,419,211	$	337,464,896	$	101,715,440	$	114,502,011	$	49,951,590	$	714,977,526	$	120,892,215	$	39,770,266
EQUITY & LIABILITIES
	Equity			$	34,054,440	$	33,481,319	$	127,999,885	$	33,414,937	$	48,027,176	$	16,963,348	$	232,028,386	$	47,618,311	$	12,849,893
	Long-term Debt				24,622,407		23,179,603		162,199,878		55,162,088		51,292,611		28,656,567		357,277,815		56,773,060		21,681,047
	Other Liabilities				8,901,270		11,758,289		47,265,133		13,138,415		15,182,224		4,331,675		125,671,325		16,500,844		5,239,326
		Total Equity and Liabilities		$	67,578,117	$	68,419,211	$	337,464,896	$	101,715,440	$	114,502,011	$	49,951,590	$	714,977,526	$	120,892,215	$	39,770,266
				Snapping Shoals		Southern Rivers		Sumter		Three Notch		Tri-County		Upson		Walton		Washington		MEMBER TOTAL
2008
ASSETS
	Total Utility Plant(2)			$	238,977,522	$	59,527,615	$	89,381,778	$	48,712,574	$	89,405,173	$	23,562,155	$	337,377,996	$	67,909,418	$	5,890,982,599
	Depreciation			$	63,687,898	$	16,024,887	$	17,968,485	$	13,906,096	$	13,406,421	$	6,561,100	$	95,692,179	$	19,395,353		1,333,407,698
		Net Plant			175,289,624		43,502,728		71,413,293		34,806,478		75,998,752		17,001,055		241,685,817		48,514,065		4,557,574,901
	Other Assets				55,007,665		9,914,640		20,298,930		15,475,705		13,659,875		11,592,930		175,390,745		22,453,576		1,585,612,300
			Total Assets	$	230,297,289	$	53,417,368	$	91,712,223	$	50,282,183	$	89,658,627	$	28,593,985	$	417,076,562	$	70,967,641	$	6,143,187,201
EQUITY & LIABILITIES
	Equity			$	88,210,742	$	20,401,172	$	39,593,272	$	19,020,617	$	27,329,787	$	13,723,135	$	159,099,493	$	33,011,879	$	2,233,685,656
	Long-term Debt				91,080,692		24,681,610		45,625,745		25,806,634		54,577,419		11,381,702		186,987,899		32,654,884		2,909,760,272
	Other Liabilities				51,005,855		8,334,586		6,493,206		5,454,932		7,751,421		3,489,148		70,989,170		5,300,878		999,741,273
		Total Equity and Liabilities		$	230,297,289	$	53,417,368	$	91,712,223	$	50,282,183	$	89,658,627	$	28,593,985	$	417,076,562	$	70,967,641	$	6,143,187,201
2007
ASSETS
	Total Utility Plant(2)			$	229,068,284	$	55,412,509	$	83,112,588	$	46,456,805	$	84,957,989	$	22,789,466	$	318,078,172	$	64,212,260	$	5,578,595,890
	Depreciation				57,422,901		14,919,630		18,073,378		12,943,582		13,318,514		6,036,861		88,846,389		18,449,517		1,231,905,562
		Net Plant			171,645,383		40,492,879		65,039,210		33,513,223		71,639,475		16,752,605		229,231,783		45,762,743		4,346,690,328
	Other Assets				40,316,565		13,372,446		18,447,178		14,654,333		12,087,374		11,728,026		170,343,532		21,223,251		1,604,107,555
			Total Assets	$	211,961,948	$	53,865,325	$	83,486,388	$	48,167,556	$	83,726,849	$	28,480,631	$	399,575,315	$	66,985,994	$	5,950,797,883
EQUITY & LIABILITIES
	Equity			$	82,633,413	$	20,916,154	$	36,658,250	$	18,821,930	$	26,047,357	$	13,010,028	$	154,111,608	$	33,054,470	$	2,148,654,927
	Long-term Debt				84,594,274		25,924,000		40,069,534		25,746,593		47,208,849		11,665,827		184,312,663		28,852,148		2,884,866,682
	Other Liabilities				44,734,261		7,025,171		6,758,604		3,599,033		10,470,643		3,804,776		61,151,044		5,079,376		917,276,274
		Total Equity and Liabilities		$	211,961,948	$	53,865,325	$	83,486,388	$	48,167,556	$	83,726,849	$	28,480,631	$	399,575,315	$	66,985,994	$	5,950,797,883
2006
ASSETS
	Total Utility Plant(2)			$	208,851,716	$	51,047,947	$	77,040,045	$	44,230,092	$	77,629,642	$	21,805,999	$	297,497,813	$	61,507,530	$	5,178,659,849
	Depreciation				55,274,615		14,520,801		17,101,436		12,124,817		12,792,744		5,630,924		83,090,075		17,645,093		1,140,536,514
		Net Plant			153,577,101		36,527,146		59,938,609		32,105,275		64,836,898		16,175,075		214,407,738		43,862,437		4,038,123,335
	Other Assets				38,274,211		13,271,733		17,130,922		15,784,554		12,805,123		11,228,554		168,639,454		22,787,785		1,506,317,876
			Total Assets	$	191,851,312	$	49,798,879	$	77,069,531	$	47,889,829	$	77,642,021	$	27,403,629	$	383,047,192	$	66,650,222	$	5,544,441,211
EQUITY & LIABILITIES
	Equity			$	78,149,640	$	20,438,722	$	34,292,448	$	18,616,656	$	25,027,435	$	13,020,101	$	147,085,457	$	32,327,316	$	2,062,907,315
	Long-term Debt				75,510,883		22,806,198		36,256,628		25,078,600		45,716,642		10,464,287		176,120,957		29,468,711		2,582,679,712
	Other Liabilities				38,190,789		6,553,959		6,520,455		4,194,573		6,897,944		3,919,241		59,840,778		4,854,195		898,854,184
		Total Equity and Liabilities		$	191,851,312	$	49,798,879	$	77,069,531	$	47,889,829	$	77,642,021	$	27,403,629	$	383,047,192	$	66,650,222	$	5,544,441,211

Footnotes:

(1)

Cobb EMC owns the distribution system, and serves the load, of Pataula EMC. Therefore Pataula's information is reported with Cobb.

(2)

Including construction work in progress.

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