================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2001 OR [ ] 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 --------------------------- Oglethorpe Power Corporation (An Electric Membership Corporation) (Exact name of registrant as specified in its charter) Georgia 58-1211925 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Post Office Box 1349 2100 East Exchange Place Tucker, Georgia 30085-1349 (Address of principal executive offices) (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 [X] No 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. ================================================================================ OGLETHORPE POWER CORPORATION INDEX TO QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2001 Page No. -------- PART I - FINANCIAL INFORMATION Item 1. Financial Statements Condensed Balance Sheets as of March 31, 2001 (Unaudited) and December 31, 2000 3 Condensed Statements of Revenues and Expenses (Unaudited) for the Three Months Ended March 31, 2001 and 2000 5 Condensed Statements of Patronage Capital and Membership Fees and Accumulated Other Comprehensive Margin (Unaudited) for the Three Months Ended March 31, 2001 and 2000 6 Condensed Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2001 and 2000 7 Notes to Condensed Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3. Quantitative and Qualitative Disclosures About Market Risk 14 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 16 SIGNATURES 17 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements Oglethorpe Power Corporation Condensed Balance Sheets March 31, 2001 and December 31, 2000 - -------------------------------------------------------------------------------- (dollars in thousands) 2001 2000 Assets (Unaudited) ------------------------------------------ Electric plant, at original cost: In service $ 4,885,727 $ 4,883,680 Less: Accumulated provision for depreciation (1,784,270) (1,752,176) ----------- ----------- 3,101,457 3,131,504 Nuclear fuel, at amortized cost 79,546 83,470 Construction work in progress 33,164 24,841 ----------- ----------- 3,214,167 3,239,815 ----------- ----------- Investments and funds: Decommissioning fund, at market 143,858 148,300 Deposit on Rocky Mountain transactions, at cost 64,738 63,665 Bond, reserve and construction funds, at market 29,110 29,167 Investment in associated organizations, at cost 19,794 19,997 Other, at cost 1,513 1,513 ----------- ----------- 259,013 262,642 ----------- ----------- Current assets: Cash and temporary cash investments, at cost 274,284 330,622 Other short-term investments, at market 84,131 81,715 Receivables 102,951 143,353 Notes and interim financing receivables 121,107 38,548 Inventories, at average cost 84,191 75,389 Prepayments and other current assets 33,684 59,824 ----------- ----------- 700,348 729,451 ----------- ----------- Deferred charges: Premium and loss on reacquired debt, being amortized 171,955 175,944 Deferred amortization of Scherer leasehold 102,880 102,753 Discontinued projects, being amortized 8,731 9,490 Deferred debt expense, being amortized 16,662 16,968 Other 27,480 31,107 ----------- ----------- 327,708 336,262 ----------- ----------- $ 4,501,236 $ 4,568,170 =========== =========== The accompanying notes are an integral part of these condensed financial statements. 3 PART I - FINANCIAL INFORMATION Item 1. Financial Statements Oglethorpe Power Corporation Condensed Balance Sheets March 31, 2001 and December 31, 2000 - -------------------------------------------------------------------------------- (dollars in thousands) 2001 2000 Equity and Liabilities (Unaudited) ----------------------------------------- Capitalization: Patronage capital and membership fees and accumulated other comprehensive margin $371,668 $392,682 Long-term debt 2,976,318 3,019,019 Obligation under capital leases 265,313 267,449 Obligation under Rocky Mountain transactions 64,738 63,665 ----------------- ---------------- 3,678,037 3,742,815 ----------------- ---------------- Current liabilities: Long-term debt and capital leases due within one year 138,713 136,053 Accounts payable 57,633 114,964 Notes payable 130,317 78,482 Accrued interest 49,312 67,394 Accrued and withheld taxes 6,649 674 Other current liabilities 6,080 23,017 ----------------- ---------------- 388,704 420,584 ----------------- ---------------- Deferred credits and other liabilities: Gain on sale of plant, being amortized 52,714 53,332 Net benefit of sale of income tax benefits, being amortized 8,009 10,012 Net benefit of Rocky Mountain transactions, being amortized 82,022 82,819 Accumulated deferred income taxes 63,485 63,485 Decommissioning reserve 169,331 174,553 Interest rate swap arrangements 37,443 - Other 21,491 20,570 ----------------- ---------------- 434,495 404,771 ----------------- ---------------- $4,501,236 $4,568,170 ================= ================ The accompanying notes are an integral part of these condensed financial statements. 4 Oglethorpe Power Corporation Condensed Statements of Revenues and Expenses (Unaudited) For the Three Months Ended March 31, 2001 and 2000 - -------------------------------------------------------------------------------- (dollars in thousands) 2001 2000 ----------- ------------ Operating revenues: Sales to Members $296,506 $264,705 Sales to non-Members 10,101 10,177 ----------- ------------ Total operating revenues 306,607 274,882 ----------- ------------ Operating expenses: Fuel 44,180 49,112 Production 54,221 58,993 Purchased power 111,838 72,514 Depreciation and amortization 32,113 32,736 ----------- ------------ Total operating expenses 242,352 213,355 ----------- ------------ Operating margin 64,255 61,527 ----------- ------------ Other income (expense): Investment income 10,249 8,949 Amortization of deferred gains 619 619 Amortization of proceeds from sale of income tax benefits 2,799 2,799 Allowance for equity funds used during construction 24 12 Other 682 259 ----------- ------------ Total other income 14,373 12,638 ----------- ------------ Interest charges: Interest on long-term-debt and capital leases 53,558 55,237 Other interest 4,743 4,539 Allowance for debt funds used during construction (351) (99) Amortization of debt discount and expense 5,395 5,300 ----------- ------------ Net interest charges 63,345 64,977 ----------- ------------ Net margin $15,283 $9,188 =========== ============ The accompanying notes are an integral part of these financial statements. 5 Condensed Statements of Patronage Capital and Membership Fees and Accumulated Other Comprehensive Margin (Unaudited) For the Three Months Ended March 31, 2001 and 2000 - -------------------------------------------------------------------------------- (dollars in thousands) Patronage Accumulated Capital and Other Membership Comprehensive Fees Margin (Loss) Total --------------------------------------------------- Balance at December 31, 1999 $ 371,634 ($ 1,609) $ 370,025 Components of comprehensive margin: Net margin 9,188 9,188 Unrealized gain on available-for-sale securities 174 174 --------- Total comprehensive margin 9,362 --------- --------- --------- --------- Balance at March 31, 2000 $ 380,822 ($ 1,435) $ 379,387 ========= ========= ========= Balance at December 31, 2000 $ 391,611 $ 1,071 $ 392,682 Components of comprehensive margin: Net margin 15,283 15,283 Cumulative effect of accounting change to record unrealized loss on interest rate swap arrangements as of January 1, 2001 (33,515) (33,515) Unrealized loss on interest rate swap arrangements (3,928) (3,928) Unrealized gain on available-for-sale securities 1,146 1,146 --------- Total comprehensive margin (loss) (21,014) --------- --------- -------- --------- Balance at March 31, 2001 $ 406,894 ($ 35,226) $ 371,668 ========= ========= ========= The accompanying notes are an integral part of these condensed financial statements. 6 Oglethorpe Power Corporation Condensed Statements of Cash Flows (Unaudited) For the Three Months Ended March 31, 2001 and 2000 - -------------------------------------------------------------------------------- (dollars in thousands) 2001 2000 --------------------------------------------- Cash flows from operating activities: Net margin $15,283 $9,188 ---------------- --------------- Adjustments to reconcile net margin to net cash provided by operating activities: Depreciation and amortization 47,130 51,244 Allowance for equity funds used during construction (24) (12) Amortization of deferred gains (619) (619) Amortization of net benefit of sale of income tax benefits (2,799) (2,799) Deferred income taxes - 283 Other (857) 3,341 Change in net current assets, excluding long-term debt and capital leases due within one year and notes payable: Notes receivable 121 200 Receivables 40,402 2,017 Inventories (8,802) 5,482 Prepayments and other current assets (2,804) (2,174) Accounts payable (57,331) (14,144) Accrued interest (18,082) (35,718) Accrued and withheld taxes 5,975 6,698 Other current liabilities (16,937) (1,277) ---------------- --------------- Total adjustments (14,627) 12,522 ---------------- --------------- Net cash provided by operating activities 656 21,710 ---------------- --------------- Cash flows from investing activities: Property additions (11,075) (14,582) Net proceeds from bond, reserve and construction funds 399 3,013 Decrease in investment in associated organizations 203 131 Increase in other short-term investments (1,613) (930) Increase in decommissioning fund (3,100) (2,861) Other-generation equipment deposits (4,784) - ---------------- --------------- Net cash used in investing activities (19,970) (15,229) ---------------- --------------- Cash flows from financing activities: Long-term debt proceeds, net 325 (2,957) Long-term debt payments (40,233) (60,685) Increase in notes payable 51,835 41,774 Increase in notes receivable under interim financing agreement (48,951) (42,405) ---------------- --------------- Net cash used in financing activities (37,024) (64,273) ---------------- --------------- Net decrease in cash and temporary cash investments (56,338) (57,792) Cash and temporary cash investments at beginning of period 330,622 222,814 ---------------- --------------- Cash and temporary cash investments at end of period $274,284 $165,022 ================ =============== Cash paid for: Interest (net of amounts capitalized) $73,497 $93,058 Income taxes - - The accompanying notes are an integral part of these condensed financial statements. 7 Oglethorpe Power Corporation Notes to Condensed Financial Statements March 31, 2001 and 2000 (A) The condensed financial statements included in this report have been prepared by Oglethorpe Power Corporation (Oglethorpe), without audit, 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 present fairly, in all material respects, the results for the periods ended March 31, 2001 and 2000. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles 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 latest Annual Report on Form 10-K, as filed with the SEC. Certain amounts for 2000 have been reclassified to conform with the current period presentation. The results of operations for the three month period ended March 31, 2001 are not necessarily indicative of results to be expected for the full year. (B) Effective January 1, 2001, Oglethorpe adopted Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities." The standard establishes accounting and reporting requirements for derivative instruments, including certain derivative instruments embedded in other contracts, and hedging activities. It requires the recognition of certain derivatives as assets or liabilities on Oglethorpe's balance sheet and measurement of those instruments at fair value. The accounting treatment of changes in fair value is dependent upon whether or not a derivative instrument is classified as a hedge and if so, the type of hedge. Oglethorpe has classified, pursuant to SFAS No. 133, the interest rate swap arrangements as cash flow hedges. Accordingly, as of January 1, 2001 Oglethorpe recorded as a cumulative effect adjustment an unrealized loss in comprehensive margin of $33.5 million and a corresponding increase in other liabilities. The application of the new rules for SFAS No. 133 is still evolving and further guidance from the Financial Accounting Standards Board is expected which could further impact Oglethorpe's financial statements. In addition, Oglethorpe will continue to evaluate use of derivatives, including their effectiveness for hedging, and to apply appropriate procedures and methods for valuing them. 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations For the Three Months Ended March 31, 2001 and 2000 - -------------------------------------------------- Net Margin Oglethorpe's net margin for the three months ended March 31, 2001 was $15.3 million compared to $9.2 million for the same period of 2000. The higher net margin for the current period resulted primarily from lower than budgeted production expenses. Operating Revenues Revenues from sales to Oglethorpe's 39 retail electric distribution cooperative members (the Members) for the three months ended March 31, 2001 were 12.0% higher than such revenues for the first three months of 2000. Megawatt-hour (MWh) sales to Members were 8.1% higher in the current three-month period compared to the same period of 2000. The increase in MWh sales to Members in 2001 compared to 2000 was primarily due to continued sales growth in the Members' service territories. The average revenue per MWh from sales to Members was 3.6% higher for the current period than in the same period of 2000. The components of Member revenues for the three months ended March 31, 2001 and 2000 were as follows: Three Months Ended March 31, -------------- 2001 2000 ---- ---- (dollars in thousands) Capacity revenues $158,478 $155,316 Energy revenues 138,028 109,389 -------- -------- Total $296,506 $264,705 ======== ======== While capacity revenues from Members for the three months ended March 31, 2001 compared to 2000 increased slightly, energy revenues were 26.2% higher for the current period compared to the same period of 2000. The increase in energy revenues in 2001 was partly due to the pass-through of higher purchased power energy costs and partly due to the increase in the volume of purchased MWhs (see "Operating Expenses" below). Oglethorpe's average energy revenue per MWh from sales to Members was 16.7% higher in the current three-month period compared to the same period of 2000. Sales to non-Members were primarily from energy sales to other utilities and 9 power marketers. The following table summarizes the amounts of non-Member revenues from these sources for the three months ended March 31, 2001 and 2000: Three Months Ended March 31, -------------- 2001 2000 ---- ---- (dollars in thousands) Sales to other utilities $ 8,156 $ 8,576 Sales to power marketers 1,945 1,601 ----- ----- Total $10,101 $10,177 ======= ======= Sales to other utilities represent sales made directly by Oglethorpe. Oglethorpe sells for its own account any energy available from the portion of its resources dedicated to Morgan Stanley Capital Group Inc. (Morgan Stanley) that is not scheduled by Morgan Stanley pursuant to its power marketer arrangement. Sales to the power marketers represent the net energy transmitted on behalf of LG&E Energy Marketing Inc. (LEM) and Morgan Stanley off-system on a daily basis from Oglethorpe's total resources under the LEM and Morgan Stanley power marketer arrangements. Oglethorpe sold this energy to LEM at Oglethorpe's cost, subject to certain limitations, and to Morgan Stanley at a contractually fixed price. The volume of sales to power marketers depends primarily on the power marketers' decisions for servicing their load requirements. Operating Expenses Operating expenses for the first quarter of 2001 were 13.6% higher compared to the same period of 2000. The increase was due to higher purchased power costs for the three-month period ended March 31, 2001 compared to the same period of 2000, offset somewhat by decreases in fuel costs and production costs for the first quarter of 2001 compared to the same period of 2000. Purchased power costs increased 54.2% in the current quarter compared to the same period of 2000. This was primarily due a 36.5% increase in purchased MWhs in 2001 compared to the same period of 2000. In addition, the average cost per MWh of total purchased power increased 13.0% in 2001 compared to the comparable period of 2000. Purchased power costs were as follows: Three Months Ended March 31, -------------- 2001 2000 ---- ---- (dollars in thousands) Capacity costs $ 24,918 $ 21,611 Energy costs 86,920 50,903 ------ ------ Total $111,838 $ 72,514 ======== ======== 10 Purchased power capacity costs for the three months ended March 31, 2001 were 15.3% higher than the same period of 2000. The higher capacity costs were primarily a result of capacity charges incurred for new power purchase agreements, including an agreement with Doyle I, LLC commencing in May 2000. Purchased power energy costs for the three-month period of 2001 were 70.8% higher compared to the same period of 2000. This increase primarily resulted from the higher volume of purchased MWhs. In addition, higher prices in the wholesale electricity markets during the first quarter of 2001 resulted in a 25.1% increase in the average cost of purchased power energy per MWh for the three-month period of 2001 compared to 2000. Production costs decreased 8.1% in the current quarter compared to the same period of 2000. The lower production costs in 2001 resulted from lower operation and maintenance (O&M) expenses at Plants Scherer and Wansley. O&M expenses for Plant Scherer were higher in 2000 due to a $1.6 million true up for sharing of O&M expenses between the owners of Units No. 3 and 4 related to the burning of western coal. The lower O&M expenses in 2001 at Plant Wansley were due to lower maintenance outage costs at Unit No. 2 in the first quarter of 2001 compared to the same quarter of 2000. For the current three-month period compared to the same period of 2000 total fuel costs decreased 10.0% while total generation decreased only 1.1%. For the current three-month period, nuclear generation was 8.1% higher and fossil generation was 11.6% lower as compared to the same period of 2000. The larger portion of nuclear generation, with its lower average fuel cost compared to fossil generation, yielded a 9.1% decrease in average fuel cost. Other Income Investment income increased 14.5% in the current three-month period compared to the same period of 2000 primarily due to higher cash and temporary cash investment balances. 11 Financial Condition Capital Requirements and Liquidity and Sources of Capital - --------------------------------------------------------- Under the Wholesale Power Contracts, Members can elect on an annual basis whether to have Oglethorpe provide joint planning and resource management services. See "OGLETHORPE'S POWER SUPPLY RESOURCES--Future Power Resources" in Item 1 of Oglethorpe's 2000 Annual Report on Form 10-K. Oglethorpe is in the process of arranging the necessary power supply for Members that currently participate in joint planning and resource management services. In this regard, Oglethorpe has entered into agreements to acquire and construct six gas-fired combustion turbines designed to provide 618 MW of capacity and a gas-fired combined cycle facility designed to provide 468 MW of capacity. Four of the combustion turbines are scheduled for completion in 2002, with the other two to be completed in 2003. The combined cycle facility is scheduled for completion in 2003. Oglethorpe expects that these facilities will ultimately be owned by two separate entities, which will be owned by those Members who participate in these facilities. Oglethorpe is currently providing interim financing for the construction of these facilities. As of March 31, $116.8 million of commercial paper was outstanding for this purpose. Oglethorpe expects to issue the maximum amount of its commercial paper ($260 million) by the fall of 2001 in conjunction with the interim financing of these new generation facilities. Oglethorpe has submitted loan applications to the Rural Utilities Service (RUS) to provide financing for these projects and expects a response from RUS later in 2001. The loan applications were made on behalf of any entity that may ultimately own these facilities. If RUS funding is delayed or denied, Oglethorpe will continue to finance these projects with funds from operations and will seek additional construction financing until permanent financing is obtained. Oglethorpe also continues to make payments under an agreement to purchase equipment for a gas-fired combined cycle facility. As of March 31, 2001, Oglethorpe had $14.3 million of commercial paper outstanding relating to payments under this agreement. Oglethorpe is pursuing a sale of this equipment, but will continue to make payments under the agreement until the equipment is sold. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS--Financial Condition--Capital Requirements" and "--Liquidity and Sources of Capital" in Item 7 of Oglethorpe's 2000 Annual Report on Form 10-K. General - ------- Total assets and total equity plus liabilities as of March 31, 2001 were $4.5 billion, which was $66.9 million less than the total at December 31, 2000. The decrease was due primarily to depreciation of plant, and to decreases in receivables and cash and temporary cash investments, offset somewhat by additions to construction work in progress. 12 Assets Property additions for the three months ended March 31, 2001 totaled $11.1 million primarily for purchases of nuclear fuel and for additions, replacements, and improvements to existing generation facilities. The decrease in cash and temporary cash investments was a result of cash used in financing and investing activities, including debt principal repayments, exceeding cash provided from operations. The decrease in receivables is primarily due to a cold December, which resulted in higher energy charges billed to Members at December 31, 2000 than at March 31, 2001. The increase in notes and interim financing receivable is primarily due to the construction of new generating facilities as discussed above. Oglethorpe expects that these facilities will ultimately be owned by two separate entities, which will be owned by those Members who participate in these facilities. Inventories increased primarily as a result of the seasonal buildup of the coal stockpiles at plants Scherer and Wansley in preparation for the summer peak period. The decrease in prepayments and other current assets was primarily due to the reclassification of $33.8 million in equipment to notes and interim financing receivables. See above for discussion of notes and interim financing receivables. The decrease in other deferred charges was due to the amortization of nuclear outage costs exceeding additional nuclear outage costs. Equity and Liabilities Accounts payable decreased principally due to the accrual of lower off-system energy charges at March 31, 2001 as compared to December 31, 2000. Due to the cold weather in December, off-system energy purchases were significantly higher in December. In addition, accruals for Georgia Power Company charges were lower at March 31, 2001. The increase in notes payable was attributable to commercial paper issued by Oglethorpe as interim financing for costs incurred in the construction of the future generation facilities discussed above. (See "Capital Requirements and Liquidity and Sources of Capital" above for a discussion regarding permanent financing of these projects.) The decrease in accrued interest primarily resulted from an interest payment associated with the lease of Plant Scherer Unit No. 2, and to a lesser extent, interest payments associated with certain Pollution Control Bonds. These payments were made January 2, 2001 for interest accrued during the previous six months. 13 Accrued and withheld taxes increased as a result of the normal monthly accruals for property taxes, which are generally paid in the fourth quarter of the year. The decrease in other current liabilities resulted primarily from lower negative cash balances at March 31, 2001 as compared to December 31, 2000, and for payment of year-end accruals. The interest rate swap arrangements represent an unrealized loss from adoption of SFAS No. 133. For further discussion see Note B of Notes to Condensed Financial Statements. 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 trends in Oglethorpe's business and (ii) Oglethorpe's future capital requirements and sources of capital. These forward-looking statements are based largely on Oglethorpe's current expectations and are subject to a number of risks and uncertainties, certain of which are beyond Oglethorpe's control. For factors that could cause actual results to differ materially from those anticipated by these forward-looking statements, see "OGLETHORPE'S POWER SUPPLY RESOURCES--Future Power Resources," "FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY" and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS--Miscellaneous--Competition" in Items 1 and 7 of Oglethorpe's 2000 Annual Report on Form 10-K. 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 will in fact transpire. Item 3. Quantitative and Qualitative Disclosures About Market Risk Changes in Risk Exposure In April 2001, Oglethorpe entered into two swap agreements with respect to specified quantities of natural gas in 2002 and 2003. Under the agreements, Oglethorpe pays the counterparty at a fixed price and receives a payment based on a market price index for natural gas. 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. Oglethorpe will pass through an applicable portion of the costs and benefits of this agreement to Smarr EMC and to a new entity that will own the combustion turbines scheduled for completion in 2002 and 2003. See "Financial Condition--Capital Requirements and Sources of Capital" in Item 2 above and "QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK--Commodity Price Risk" in Item 7A of Oglethorpe's 2000 Annual Report on Form 10-K. Oglethorpe's market price risk exposure on these agreements is not material. Oglethorpe may enter into similar agreements regarding natural gas in the future. 14 Oglethorpe's market risks have not changed materially from the market risks reported in Oglethorpe's 2000 Annual Report on Form 10-K. For information regarding Oglethorpe's risk management policies, see Item 7A of Oglethorpe's Annual Report on Form 10-K. 15 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits None. (b) Reports on Form 8-K No reports on Form 8-K were filed by Oglethorpe for the quarter ended March 31, 2001. 16 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 15, 2001 By: /s/ Thomas A. Smith ------------------- Thomas A. Smith President and Chief Executive Officer (Principal Executive Officer) Date: May 15, 2001 /s/ Mac F. Oglesby ------------------ Mac F. Oglesby Treasurer (Principal Financial Officer) Date: May 15, 2001 /s/ W. Clayton Robbins ---------------------- W. Clayton Robbins Senior Vice President, Finance and Administration (Principal Financial Officer) Date: May 15, 2001 /s/ Willie B. Collins --------------------- Willie B. Collins Controller (Chief Accounting Officer) 17