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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,June 30, 2002
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.
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OGLETHORPE POWER CORPORATION
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31,JUNE 30, 2002
Page No.
--------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets as of June 30, 2002
(Unaudited) and December 31, 2001 3
Condensed Statements of Revenues and Expenses
(Unaudited) for the Three Months and Six Months ended
June 30, 2002 and 2001 5
Condensed Statements of Patronage Capital and Membership
Fees and Accumulated Other Comprehensive Margin
(Unaudited) for the Three Months and Six Months ended
June 30, 2002 and 2001 6
Condensed Statements of Cash Flows (Unaudited)
for the Six Months ended June 30, 2002 and 2001 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 18
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 19
Item 6. Exhibits and Reports on Form 8-K 19
SIGNATURES 20
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets as of March 31, 2002
(Unaudited) and December 31, 2001 3
Condensed Statements of Revenues and Expenses
(Unaudited) for the Three Months ended
March 31, 2002 and 2001 5
Condensed Statements of Patronage Capital and Membership
Fees and Accumulated Other Comprehensive Margin
(Unaudited) for the Three Months ended
March 31, 2002 and 2001 6
Condensed Statements of Cash Flows (Unaudited)
for the Three Months ended March 31, 2002 and 2001 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 15
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 16
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,June 30, 2002 and December 31, 2001
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)
2002 2001
Assets (Unaudited)
------------------------------------------------------------------------
Electric plant, at original cost:
In service $5,035,711 $5,029,192$ 5,052,863 $ 5,029,192
Less: Accumulated provision for depreciation (1,914,725)(1,947,495) (1,881,918)
-------------- --------------
3,120,986----------- -----------
3,105,368 3,147,274
Nuclear fuel, at amortized cost 78,25782,191 77,360
Construction work in progress 53,00052,988 38,564
-------------- --------------
3,252,243----------- -----------
3,240,547 3,263,198
-------------- ------------------------- -----------
Investments and funds:
Decommissioning fund, at market 153,488148,653 150,668
Deposit on Rocky Mountain transactions, at cost 69,17970,326 68,032
Bond, reserve and construction funds, at market 26,84926,824 28,691
Investment in associated organizations, at cost 22,22722,184 22,187
Other, at cost 405 731
731
-------------- --------------
272,474----------- -----------
268,392 270,309
-------------- ------------------------- -----------
Current assets:
Cash and temporary cash investments, at cost 249,453201,615 275,786
Other short-term investments, at market 88,93891,337 88,589
Receivables 86,855109,771 73,039
Notes receivable 350,042319,710 340,396
Inventories, at average cost 86,45693,658 81,768
Prepayments and other current assets 22,94714,714 16,182
-------------- --------------
884,691----------- -----------
830,805 875,760
-------------- ------------------------- -----------
Deferred charges:
Premium and loss on reacquired debt, being amortized 160,559157,340 162,690
Deferred amortization of capital leases 107,825108,376 107,254
Discontinued projects, being amortized 5,7054,946 6,463
Deferred debt expense, being amortized 16,19115,845 16,475
Other 26,12727,773 22,518
-------------- --------------
316,407----------- -----------
314,280 315,400
-------------- --------------
$4,725,815 $4,724,667
============== ==============----------- -----------
$ 4,654,024 $ 4,724,667
=========== ===========
The accompanying notes are an integral part of these condensed financial
statements.
3
Oglethorpe Power Corporation
Condensed Balance Sheets
March 31,June 30, 2002 and December 31, 2001
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)
2002 2001
Equity and Liabilities (Unaudited)
--------------------------------------------------------------------
Capitalization:
Patronage capital and membership fees and accumulated
other comprehensive margin $382,275 $367,668$ 384,319 $ 367,668
Long-term debt 2,787,1212,762,828 2,929,316
Obligation under capital leases 370,307366,755 373,837
Obligation under Rocky Mountain transactions 69,17970,326 68,032
-------------- --------------
3,608,882---------- ----------
3,584,228 3,738,853
-------------- ------------------------ ----------
Current liabilities:
Long-term debt and capital leases due within one year 249,376251,237 127,621
Accounts payable 60,95276,972 79,859
Notes payable 337,793300,713 353,680
Power marketer payable 48,538- 36,000
Accrued interest 46,68958,047 7,793
Accrued and withheld taxes 7,02413,920 678
Other current liabilities 7,8897,073 15,783
-------------- --------------
758,261---------- ----------
707,962 621,414
-------------- ------------------------ ----------
Deferred credits and other liabilities:
Gain on sale of plant, being amortized 50,23949,621 50,858
Net benefit of sale of income tax benefits, being amortized - 2,002
Net benefit of Rocky Mountain transactions, being amortized 78,83778,041 79,633
Decommissioning reserve 177,211172,359 174,506
Interest rate swap arrangements 33,16142,789 36,859
Other 19,22419,024 20,542
-------------- --------------
358,672---------- ----------
361,834 364,400
-------------- --------------
$4,725,815---------- ----------
$4,654,024 $4,724,667
============== ======================== ==========
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 and Six Months Ended March 31,June 30, 2002 and 2001
- ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)
Three Months --------------------------------------------Six Months
----------------------------------------------------------
2002 2001 --------------------------------------------2002 2001
-------------------------- --------------------------
Operating revenues:
Sales to Members $280,872 $296,506$ 269,879 $ 258,571 $ 550,751 $ 555,077
Sales to non-Members 7,006 10,101
------------- ------------9,648 21,340 16,654 31,441
--------- --------- --------- ---------
Total operating revenues 287,878 306,607
------------- ------------279,527 279,911 567,405 586,518
--------- --------- --------- ---------
Operating expenses:
Fuel 44,807 45,54454,425 59,281 99,232 104,825
Production 60,329 54,58451,515 51,487 111,844 106,071
Purchased power 94,752 106,36482,810 86,908 177,562 193,272
Depreciation and amortization 32,384 33,350
------------- ------------32,624 33,300 65,008 66,650
--------- --------- --------- ---------
Total operating expenses 232,272 239,842
------------- ------------221,374 230,976 453,646 470,818
--------- --------- --------- ---------
Operating margin 55,606 66,765
------------- ------------58,153 48,935 113,759 115,700
--------- --------- --------- ---------
Other income (expense):
Investment income 8,811 10,2498,154 8,059 16,965 18,308
Amortization of deferred gains 619 619618 1,237 1,237
Amortization of net benefit of sale of income tax benefits 2,799 2,799796 2,798 3,595 5,597
Allowance for equity funds used during construction 111 24131 44 242 68
Other 779 682
------------- ------------485 1,129 1,265 1,811
--------- --------- --------- ---------
Total other income 13,119 14,373
------------- ------------10,185 12,648 23,304 27,021
--------- --------- --------- ---------
Interest charges:
Interest on long-term-debtlong-term debt and capital leases 51,497 56,06851,636 55,643 103,133 111,711
Other interest 5,202 4,7434,686 2,302 9,888 7,045
Allowance for debt funds used during construction (831) (351)(917) (556) (1,748) (907)
Amortization of debt discount and expense 3,588 5,395
------------- ------------3,524 5,405 7,112 10,800
--------- --------- --------- ---------
Net interest charges 59,456 65,855
------------- ------------58,929 62,794 118,385 128,649
--------- --------- --------- ---------
Net margin $9,269 $15,283
============= ============$ 9,409 ($ 1,211) $ 18,678 $ 14,072
========= ========= ========= =========
The accompanying notes are an integral part of these condensed financial
statements.
5
Oglethorpe Power Corporation
Condensed Statements of Patronage Capital and Membership Fees
and Accumulated Other Comprehensive Margin (Unaudited)
For the ThreeSix Months Ended March 31,June 30, 2002 and 2001
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)
Patronage Accumulated
Capital and Other
Membership Comprehensive
Fees Margin (Loss) Total
------------------------------------------------------------------------------------------
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)14,072 14,072
Unrealized loss on interest rate swap arrangements (3,928) (3,928)(31,188) (31,188)
Unrealized loss on financial gas hedges (4,611) (4,611)
Unrealized gain on available-for-sale securities 1,146 1,146
-----------------300 300
--------------
Total comprehensive margin (loss) (21,014)
-----------------(21,427)
--------------
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Balance at March 31,June 30, 2001 $406,894$405,683 ($35,226) $371,66834,428) $371,255
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2001 $410,029 ($42,361) $367,668
Components of comprehensive margin:
Net margin 9,269 9,26918,678 18,678
Unrealized gainloss on interest rate swap arrangements 3,698 3,698(5,931) (5,931)
Unrealized gain on financial gas hedges 3,076 3,0764,402 4,402
Unrealized loss on available-for-sale securities (1,436) (1,436)
-----------------(498) (498)
--------------
Total comprehensive margin 14,607
-----------------16,651
--------------
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Balance at March 31,June 30, 2002 $419,298$428,707 ($37,023) $382,27544,388) $384,319
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these condensed financial
statements.
6
Oglethorpe Power Corporation
Condensed Statements of Cash Flows (Unaudited)
For the ThreeSix Months Ended March 31,June 30, 2002 and 2001
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)
2002 2001
-----------------------------------------------------------------
Cash flows from operating activities:
Net margin $9,269 $15,283
------------- -------------$ 18,678 $ 14,072
--------- ---------
Adjustments to reconcile net margin to net cash
provided by operating activities:
Depreciation and amortization 35,374 47,13090,966 97,664
Allowance for equity funds used during construction (111) (24)(242) (68)
Amortization of deferred gains (619) (619)(1,237) (1,237)
Amortization of net benefit of sale of income tax benefits (2,799) (2,799)(3,595) (5,597)
Other 907 (857)3,181 4,089
Change in net currentoperating assets excluding long-term debt and capital leases due
within one year and notes payable:liabilities:
Receivables (13,816) 40,402(36,732) 42,377
Notes receivable 139 12156 (42)
Inventories (4,687) (8,802)(11,890) (1,154)
Prepayments and other current assets (6,765) (2,804)1,468 (55)
Accounts payable (18,907) (57,331)(2,887) (34,055)
Accrued interest 38,896 (18,082)50,254 (7,651)
Accrued and withheld taxes 6,347 5,97513,242 12,512
Power marketer reserve 12,538(36,000) -
Other current liabilities (4,817) (16,937)
------------- -------------(4,308) (20,382)
Deferred nuclear outage costs (17,706) (7,830)
--------- ---------
Total adjustments 41,680 (14,627)
------------- -------------44,570 78,571
--------- ---------
Net cash provided by operating activities 50,949 656
------------- -------------63,248 92,643
--------- ---------
Cash flows from investing activities:
Property additions (29,129) (11,075)(58,133) (28,398)
Net proceeds from bond, reserve and construction funds 1,621 399
Increase1,599 397
Decrease (increase) in investment in associated organizations (39) 2033 (477)
Increase in other short-term investments (1,564) (1,613)(2,979) (3,221)
Increase in decommissioning fund (2,300) (3,100)(4,420) (3,299)
Other-generation equipment deposits - (4,784)
------------- -------------(13,064)
--------- ---------
Net cash used in investing activities (31,411) (19,970)
------------- -------------(63,930) (48,062)
--------- ---------
Cash flows from financing activities:
Long-term debt proceeds, net 322 3251,882 1,735
Long-term debt payments (20,521) (40,233)(43,034) (61,737)
(Decrease) Increaseincrease in notes payable (15,887) 51,835
Increase(52,967) 104,139
Decrease (increase) in notes receivable under interim financing agreement (9,785) (48,951)
------------- -------------20,630 (91,504)
--------- ---------
Net cash used in financing activities (45,871) (37,024)
------------- -------------(73,489) (47,367)
--------- ---------
Net decrease in cash and temporary cash investments (26,333) (56,338)(74,171) (2,786)
Cash and temporary cash investments at beginning of period 275,786 330,622
------------- ---------------------- ---------
Cash and temporary cash investments at end of period $249,453 $274,284
============= =============$ 201,615 $ 327,836
========= =========
Cash paid for:
Interest (net of amounts capitalized) $14,557 $76,008$ 56,260 $ 120,682
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,June 30, 2002 and 2001
(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,June 30, 2002 and
2001. 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 2001 have been reclassified to conform with the current period
presentation. The results of operations for the three-month periodand six-month
periods ended March 31,June 30, 2002 are not necessarily indicative of results to
be expected for the full year.
(B) In June of 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 143, "Accounting
for Asset Retirement Obligations." The statement provides accounting and
reporting standards for recognizing obligations related to costs
associated with the retirement of long-lived assets. SFAS No. 143
requires obligations associated with the retirement of long-lived assets
to be recognized at their fair value in the period in which they are
incurred if a reasonable estimate of fair value can be made. The fair
value of the asset retirement costs is capitalized as part of the
carrying amount of the long-lived asset and subsequently allocated to
expense using a systematic and rational method over the asset's useful
life. Any subsequent changes to the fair value of the liability due to
passage of time or changes in the amount or timing of estimated cash
flows is recognized as an accretion expense.
Adoption of SFAS No. 143 would require Oglethorpe to recognize the fair
value of its decommissioning liability. Under SFAS No. 71, Oglethorpe may
record an offsetting regulatory asset or liability to reflect the
difference in timing of recognition of the costs of decommissioning for
financial statement purposes and for ratemaking purposes. Oglethorpe will
be required to adopt this statement no later than January 1, 2003.
Oglethorpe's management is currently assessing the impact of this
statement on its results of operations and financial condition.
8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
For the Three Months and Six Months Ended March 31,June 30, 2002 and 2001
- ------------------------------------------------------------------------------------------------------------------
Net Margin
Oglethorpe's net margin (loss) for the three months and six months ended March 31,June
30, 2002 was $9.3$9.4 million and $18.7 million compared to $15.3($1.2) million and $14.1
million for the same periodperiods of 2001. Net margin for the first quartersix months ended June
30, 2001 reflected a $17.3 million Board of 2001 was higher primarily dueDirectors approved reduction to
revenue requirements as a result of lower than budgeted fixed production
expenses.expenses and lower interest costs in that period. This was recorded as a $17.3
million reduction in sales to Members resulting in a net loss for the second
quarter of 2001.
Operating Revenues
Oglethorpe's operating revenues fluctuate from period to period based on factors
including weather and other seasonal factors, growth in the service territories
of Oglethorpe's 39 retail electric distribution cooperative members (the
Members), operating costs, availability of electric generation resources, and
Oglethorpe's decisions of whether to dispatch its owned or purchased resources
or Member-owned resources over which it has dispatch rights. Oglethorpe's
operating revenues aremay also be affected by Members' decisions of whether to
purchase a portion of their growth requirements from Oglethorpe or from other
suppliers and whether to schedule separately their resources. A large number of
Members have now elected to schedule separately their percentage capacity
responsibilities (their pro-rata shares) in Oglethorpe resources to serve their
membersretail and nonmembers,wholesale customers, although approximately half of the elections
willwere not be effective until June 1, 2002. (See "OGLETHORPE POWER
CORPORATION--Wholesale Power Contracts" in Item 1 of Oglethorpe's 2001 Annual
Report on Form 10-K.) As additionalmore and more Members have made this election,elected to become scheduling
Members, the scheduling choices of these Members are having an increasingly larger effecta greater impact on
Oglethorpe's sales to Members.energy sales.
Revenues from sales to the Members for the three monthsthree-month and six-month periods
ended March 31,June 30, 2002 were 5.3% less4.4% higher and 0.8% lower than such revenues for the
same periodperiods of 2001. Megawatt-hour (MWh) sales to Members decreased 2.4%increased 3.1% and
0.4% in the current three-month periodperiods compared to the same periodperiods of 2001. The decreaseincrease
in MWh sales to Members in the current quarter was primarily due to a decreasean increase
in sales to Members who schedule separately their percentageparticipate in Oglethorpe's capacity responsibilities and have purchased increasing portions of their
requirements from other suppliers.energy pool.
For the six-month period ended June 30, 2002, this increase was offset by lower
sales to scheduling Members. The average revenue per MWh from sales to Members
increased 1.2% for the second quarter and decreased 2.9% from1.1% year-to-date compared
to the same periodperiods of 2001.
9
The components of Member revenues for the three months and six months ended March 31,June
30, 2002 and 2001 were as follows:
Three Months
Ended March 31,
---------------
2002 2001
---- ----
(dollars in thousands)
Capacity revenues $149,986 $158,478
Energy revenues 130,886 138,028
------- -------
Total $280,872 $296,506
Three Months Six Months
Ended June 30, Ended June 30,
-------------- --------------
2002 2001 2002 2001
---- ---- ---- ----
(dollars in thousands)
Capacity revenues $149,281 $142,898 $299,267 $301,376
Energy revenues 120,598 115,673 251,484 253,701
-------- -------- -------- --------
Total $269,879 $258,571 $550,751 $555,077
======== ======== ======== ========
Capacity revenues from Members for the three months and six months ended March 31,June
30, 2002 increased 4.5% and decreased 5.4%0.7% compared to the same periodperiods of 2001.
The decreaseincrease in capacity revenues for the second quarter was primarily due to
lower interest costs and lowerhigher net margin for the current period compared to the same period of 2001,
which was due to the timing of the budget reduction in 2001. For the six-month
period ended June 30, 2002, this increase was offset by lower revenue
requirements due to lower interest costs. Energy revenues were 5.2%4.3% higher and
0.9% lower for the current periodperiods of 2002 compared to the same periodperiods of 2001.
The decreaseincrease in energy revenues infor the second quarter of 2002 was primarily due
to a decreasethe increase in the volume of purchased MWhs (see "Operating Expenses" below).sold to Members. Oglethorpe's average
energy revenue per MWh from sales to Members was 2.8% lowerwere 1.1% higher in the current
three-month periodquarter and 1.2% lower year-to-date compared to the same periodperiods of 2001.
Sales to non-Members were from energy sales to power companies and from energy
sales to LG&E Energy Marketing Inc. (LEM) and Morgan Stanley Capital Group Inc.
(Morgan Stanley) under their power marketer arrangements with Oglethorpe. The
following table summarizes the sources of non-Member revenues for the three
months and six months ended March 31,June 30, 2002 and 2001:
Three Months
Ended March 31,
---------------
2002 2001
---- ----
(dollars in thousands)
Sales to power companies $6,979 $ 8,156
Sales to LEM and Morgan Stanley 27 1,945
------ -------
Total $7,006 $10,101
Three Months Six Months
Ended June 30, Ended June 30,
-------------- --------------
2002 2001 2002 2001
---- ---- ---- ----
(dollars in thousands)
Sales to power companies $9,337 $19,798 $16,316 $27,954
Sales to LEM and Morgan Stanley 311 1,542 338 3,487
------ ------- ------- -------
Total $9,648 $21,340 $16,654 $31,441
====== ======= ======= =======
Sales to power companies 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 that is not scheduled by Morgan Stanley pursuant to
the power marketer arrangement. Scheduling Members are entitled to schedule
energy available from their percentage capacity responsibilities for both retail
sales and for resale in the wholesale market. More of the Members were
scheduling Members in the first six months of 2002 than in the first six months
of 2001, resulting in less energy being available to Oglethorpe to sell directly
to non-Members.
Sales to LEM and Morgan Stanley represent the net energy transmitted on behalf
of LEM and Morgan Stanley off-system on an hourly basis from Oglethorpe's total
10
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 LEM and Morgan Stanley depends primarily on the power marketers'
decisions for servicing their load requirements.requirements under the contracts.
Operating Expenses
Operating expenses for the three-month period ofand six-month periods ended June 30, 2002
were 3.2%4.1% and 3.7% lower compared to the same periods of 2001. The decrease
during the second quarter of 2002 compared to the same period of 2001.2001 was partly
due to lower purchased power costs and partly due to lower fuel costs. The
decrease wasin operating expenses year-to-date is primarily due to lower purchased
power costs foroffset somewhat by higher production costs.
For the current three-month period compared to the same period of 2001 offset somewhat due to higher production costs.
Purchased powertotal
fuel costs decreased 10.9%8.2% primarily as a result of a 6.1% decrease in total
generation. For the current periodsecond quarter of 2002, nuclear generation was 3.1% lower
and fossil generation was 8.3% lower as compared to the same period of 2001. ThisThe
larger decrease in fossil generation, with its higher average fuel cost compared
to nuclear generation, yielded a 2.2% decrease in total average fuel cost.
Purchased power costs decreased 4.7% and 8.1% for the current periods of 2002
compared to the same periods of 2001. The decrease in total purchased power
costs resulted primarily from lower purchased MWhs in 2002 compared to 2001.
Purchased MWhs decreased 17.8%17.2% and 17.5% in the current three-month periodand
six-month periods of 2002 compared to the same periodperiods of 2001. The average cost
per MWh of total purchased power increased 8.4%15.1% and 11.4% in the current
quarterperiods of 2002 compared to the same periodperiods of 2001. Purchased power costs were
as follows:
Three Months
Ended March 31,
---------------
2002 2001
---- ----
(dollars in thousands)
Capacity costs $20,298 $ 20,808
Energy costs 74,454 85,556
------- --------
Total $94,752 $106,364
Three Months Six Months
Ended June 30, Ended June 30,
-------------- --------------
2002 2001 2002 2001
---- ---- ---- ----
(dollars in thousands)
Capacity costs $19,801 $21,654 $40,099 $42,462
Energy costs 63,009 65,254 137,463 150,810
------- ------- ------- -------
Total $82,810 $86,908 $177,562 $193,272
======= ======= ======== ========
Purchased power energy costs for the three-month period ofand six-month ended June 30,
2002 were 13.0%3.4% and 8.9% lower compared to the same periodperiods of 2001. This decreaseThe
decreases resulted primarily from lower volume of purchased MWhs offset somewhat
by an increase in the average energy cost per MWh. During the current period ofYear-to-date June 30, 2002
the average cost of purchased power energy increased 5.9%10.5% compared to the same
period of 2001 primarily as a
resultpartly due to an accrual in March 2002, of an accrualadditional expense
of $12.5 million in the current period in connection with the settlement of an arbitration proceeding
with LEM and partly due to higher net prices incurred for purchases made from
Morgan Stanley under the 2001 arbitration with LEM. The current period LEM
arbitration damages accrual and the previously recorded accrual of $36 million
remain unbilled as of March 31, 2002. Oglethorpe also agreed to pay LEM an
additional amount with respect to energy deliveries for May through June of 2002
which Oglethorpe expects will be approximately $600,000. These amounts represent
Oglethorpe's total monetary obligation with respect to the settlement of the LEM
arbitration.power marketer arrangement. See "Financial Condition"
herein and "Legal Proceedings-2001Proceedings--2001 LEM Arbitrarion"Arbitration" in Item 1 of Part II of
thisOglethorpe's Quarterly Report on Form 10-Q for the period ended March 31, 2002
for further discussion of the 2001 LEM arbitration.
11
Production costs increased 10.5%5.5% for the three-monthsix-month period ended March 31,June 30, 2002
compared to the same period of 2001. The higher production costs in 2002
resulted primarily from higher O&M costs. The higher O&M costs resulted partly
from a forced outage and diesel generator repairs at Plant Hatch during the
first quarter of 2002, partly from increased security costs at Plants Vogtle and
Hatch related to the events of 11
September 11, 2001 and partly from generally higher expensesseveral forced
outages at Plants Scherer and Wansley.
Other Income
For the three-month period ended June 30, 2002, the amortization of net benefit
of sale of income tax benefits decreased approximately $2 million due to the
amortization of the safe harbor lease ending in March 2001. Investment income
decreased 14.0%7.3% in the current three-monthsix-month period ended June 30, 2002 compared to the same
period of 2001 primarilypartly due to lower cash and temporary cash investment balances
and partly due to lower interest earnings from cash and
temporary cashon these investments.
Interest Charges
Interest on long-term debt and capital leases decreased 8.2%7.2% and 7.7% in the
current periodperiods compared to the same periodperiods of 2001 primarily as a result of
cost savings from lower variable interest rates.rates on long-term debt. Other
interest expense increased $2.4 million or 103.5% and $2.8 million or 40.3% in
the current periods compared to the same periods of 2001 primarily as a result
of an increase in interest expense for decommissioning (which is recorded as an
offset to interest earnings on the decommissioning fund). Amortization of debt
discount and expense decreased 33.5%34.8% and 34.2% during the current periods
primarily due to accelerated amortization of $7 million and $24 million in
premiums paid to the Federal Financing Bank for refinancing $89 million and $424
million in 1999 and 1998, respectively. Such amortization ended in the third and
fourth quarters of 2001, respectively.
Financial Condition
Capital Requirements
- --------------------
Financing for Talbot EMC and Liquidity and SourcesChattahoochee EMC
In 2000, Oglethorpe began arranging for the construction of Capital
- ---------------------------------------------------------
Totwo new generating
facilities to meet the load growth of certain of Oglethorpe's Members. In 2001,
30 of Oglethorpe's Members two new generating
facilities are currently under construction.formed Talbot EMC to construct and own one of the
facilities, a six-unit, 618 MW gas-fired combustion turbine facility. Four units
were placed in-service in May and June 2002 and Oglethorpe is constructing and
owns,operating these
units on behalf of 30 Members, a six-unit gas-fired combustion turbine facility
with fourTalbot EMC. Two additional units expected to be in-service in summer 2002 and two unitsare expected to be
in-service in summer 2003. Also in 2001, 28 of Oglethorpe's Members formed
Chattahoochee EMC is constructingto construct and owns, on
behalf of 28 Members,own the other facility, a 468 MW gas-fired
combined cycle facility expected to be in-service by spring 2003.
Oglethorpe is currently providing loans to Talbot EMC and Chattahoochee EMC to
fund, on an interim basis, approximately 50 percent of the cost of constructing
these new generating facilities.
12
Oglethorpe is funding these loans under its commercial paper program, which is
backed 100% by committed lines of credit. The amount of commercial paper
outstanding for this purpose at March 31,June 30, 2002 was
$338 million. At April 30, 2002 the amount outstanding had declined to $301 million. Oglethorpe
expects to have approximately $300 million of commercial paper outstanding into early 2003until
mid-2003 in conjunction with the interim financing of these facilities.
For informationIn connection with the construction of the facilities, Oglethorpe submitted loan
applications to the Rural Utilities Service (RUS) on additional construction financing and permanent financing for
these new generating facilities, seebehalf of any entity that
may ultimately own the facilities. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS--Financial Condition--Capital
Requirements"Requirements--Financing for Talbot EMC and Chattahoochee EMC" in Item 7 of
Oglethorpe's 2001 Annual Report onof Form 10-K. During the process of evaluating
the terms proposed by RUS for providing loans to Talbot EMC and Chattahoochee
EMC, Oglethorpe, the Members, Talbot EMC and Chattahoochee EMC determined that
the terms of the financing would be more favorable if Oglethorpe owned the
facilities and obtained the RUS financing.
Accordingly, the parties have decided to pursue a course in which Oglethorpe
would acquire the two facilities from Chattahoochee EMC and Talbot EMC at such
time as funding is received from RUS and other proposed conditions are
satisfied. Oglethorpe is now working with RUS to process the applications so
that the loans would be made to Oglethorpe rather than to Talbot EMC and
Chattahoochee EMC. Oglethorpe expects that RUS will make a decision on whether
to approve the loans by September 30, 2002. If approved, funding under the loans
should be available by mid-2003.
Oglethorpe's proposed acquisition of the facilities would be conditioned upon
implementing new arrangements among Oglethorpe and the Members, including (1)
limited amendments to the Wholesale Power Contracts that do not involve any
change in the payment obligations of the Members and (2) other agreements among
Oglethorpe and the Members as to the future provisions of services by
Oglethorpe. Oglethorpe and the Members are working toward definitive agreements
regarding these proposed new arrangements, and Oglethorpe expects the new
arrangements will be in final form for Member approval in the fall and,
thereafter, for submission to RUS for approval.
If completed, Oglethorpe's acquisition of the facilities currently owned by
Chattahoochee EMC and Talbot EMC would increase the assets and liabilities
reported on Oglethorpe's balance sheet by approximately $600 million. In
addition, the funding of the loans by RUS would increase the level of debt
secured under the Mortgage Indenture. Since Oglethorpe's margin requirement is
based on a ratio applied to interest charges incurred for debt secured under the
Mortgage Indenture, the increase in debt would result in an increase in
Oglethorpe's margin requirement.
While it is Oglethorpe's current expectation that these two facilities will
ultimately be owned by Oglethorpe and financed by RUS, Oglethorpe cannot state
with certainty that RUS will approve these loans or that the Members will agree
to the proposed new arrangements. If either condition is not met, Oglethorpe
will assist Talbot EMC and Chattahoochee EMC in pursuing long-term permanent
financing.
Other Planned Financings
Oglethorpe has several debt financings planned in the near future. Oglethorpe
expects to finance up to $150 million in late 2002 and/or early 2003 to fund
13
past and future capital expenditures relating to compliance with environmental
regulations. This financing will include a combination of tax-exempt and taxable
debt. Oglethorpe also expects to issue approximately $122 million in tax-exempt
pollution control bonds ("PCB") in two separate refinancings in the fall of
2002. The first PCB transaction will be a $92 million issue to refinance loans
from CoBank and CFC totaling $92 million. These two loans were made in
conjunction with the defeasance of a tax-exempt bond issue in 1997. The second
transaction will be a $30 million issue to refinance PCB principal scheduled to
mature on January 1, 2003. These financing plans are subject to change in the
event of unanticipated changes in capital markets or business conditions.
Liquidity and Sources of Capital
- --------------------------------
To meet short-term cash needs and liquidity requirements, Oglethorpe had, as of
June 30, 2002, (i) approximately $202 million in cash and temporary cash
investments, (ii) $91 million in other short-term investments and (iii) up to
$104 million available under the following credit facilities:
=====================================================================================================
(dollars in thousands)
Committed Short-Term Credit Authorized Available Expiration
Facilities Amount Amount Date
=====================================================================================================
Commercial Paper $355,000 $54,000 September 27, 2002
Backup
Cooperative Finance 50,000 50,000 August 14, 2003
Corporation (CFC)
=====================================================================================================
Under its commercial paper program, Oglethorpe may issue commercial paper not to
exceed $355 million outstanding at any one time. The commercial paper is backed
100% by committed lines of credit provided by a group of eight banks that was
syndicated by Bank of America. In addition to providing commercial paper backup,
this facility can be used for general working capital purposes.
Oglethorpe recently converted its $50 million uncommitted line of credit with
CFC to a committed facility. This line of credit can be used for general working
capital purposes.
Liquidity Requirements
Oglethorpe has liquidity requirements in three financial agreements currently in
place. These agreements include the interest rate swap arrangements relating to
two PCB transactions and the Rocky Mountain lease transactions. The amount of
liquidity required under these agreements was $76 million as of June 30, 2002,
and Oglethorpe satisfied these requirements.
Credit Rating Triggers
Oglethorpe has credit agreements and other financial and commercial contracts
that contain provisions giving counterparties certain rights and options in the
event of a downgrade in Oglethorpe's credit ratings below specified levels. A
14
majority of these rating triggers require Oglethorpe to maintain at least two
out of three ratings at specified levels.
The table below sets forth Oglethorpe's current ratings and the most significant
rating triggers contained in Oglethorpe's agreements and contracts. To trigger
these provisions, Oglethorpe's ratings must fall below the levels specified in
the table. Given its current level of ratings, Oglethorpe's management does not
believe that the rating triggers contained in any of its existing agreements or
contracts will have a material adverse effect on its results of operations or
financial condition. However, Oglethorpe's ratings reflect the views of the
rating agencies and not of Oglethorpe, and therefore Oglethorpe cannot give any
assurance that its ratings will be maintained at current levels for any period
of time.
===========================================================================================================================
Standard & Poor's Moody's Fitch Ratings
===========================================================================================================================
Oglethorpe's Current Ratings
Senior Secured Debt A A3 A
Senior Unsecured Debt A Baa1(1) A
Short-term Debt A-1 P-2 F-1
Ratings Triggers
Commercial Paper Backup Line
of Credit
Senior Secured Debt BBB+ Baa2 BBB+
Short-term Debt A-2 P-2 F-2
Interest Rate Swap
Senior Secured Debt BBB- Baa3 Not Applicable
Rocky Mountain Lease
Senior Secured Debt BBB Baa2 BBB
Senior Unsecured Debt BBB- Baa3 BBB-
Morgan Stanley Power
Marketing Agreement
Senior Secured Debt BBB+ Baa1 BBB+
===========================================================================================================================
- ----------
(1) Moody's also assigns an "Issuer Rating" of Baa1 to Oglethorpe.
At Oglethorpe's request, the agent bank for the commercial paper backup line of
credit is proposing to the other lenders an elimination of both the long-term
and short-term rating triggers when the facility is renewed in September 2002.
Currently, a failure by Oglethorpe to maintain at least two of the three senior
secured and short-term debt ratings would constitute an event of default unless
waived by the banks.
Under the interest rate swap arrangements, if Oglethorpe's Standard & Poor's or
Moody's ratings fall below the specified levels, the swap counterparty has the
option to (1) make swap payments based on an index rather than the actual
variable rate on the bonds and/or (2) cause an early termination of the swaps.
In the event of a termination, either party could owe the other party a
termination payment depending on the then market value of the swap position.
Oglethorpe estimates that as of June 30, 2002, a termination of the swap would
require Oglethorpe to make a termination payment of approximately $43 million.
15
Provisions in the Rocky Mountain lease transactions could require Oglethorpe to
put up additional surety bonds or letters of credit in the amount of $100
million if Oglethorpe fails to maintain at least two of the required ratings.
Oglethorpe could also be required to provide credit assurance up to $48 million
to Morgan Stanley Capital Group under its power marketing arrangements if
Oglethorpe fails to maintain at least two of the required ratings. The Morgan
Stanley contract expires on March 31, 2005.
Provisions in various other loan agreements and power purchase agreements of
Oglethorpe contain covenants based on credit ratings that could result in
increased interest rates or additional restrictions on issuing debt, or could
require Oglethorpe to give performance assurances, but would not result in
acceleration of Oglethorpe's obligations or termination of the agreements. The
ratings triggers in these agreements are at or below the minimum levels required
by the agreements described above.
General
- -------
Total assets and total equity plus liabilities as of March 31,June 30, 2002 were $4.7
billion, which was $1$71 million morelower than the total at December 31, 2001. The
increasedecrease was due primarily to depreciation of plant, decreases in cash and
temporary cash investments, and notes receivable, offset in part by additions to
plant in service and construction work in progress, and increases in receivables
and notes receivable, offset in part by
12
depreciation of plant and a decrease in cash and temporary cash investments.inventories.
Assets
Property additions for the threesix months ended March 31,June 30, 2002 totaled $29.1$58.1 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 reduction in cash provided from
operations resulted from the $48.5 million payment to LEM for arbitration
settlement damages.
The increase in receivables was primarily due to the accrual of an additional
$12.5 million in connectionassociated with the LEM arbitration settlement and an increase in
sales to Members as a result of the arbitration with LEM.seasonal variations. Receivables nowat June 30,
2002 include a total of $48.5 million associated with the settlement of the LEM
arbitration that have not yet been billed to the Members but have been recorded
as unbilled energy revenues.
Inventories increased primarily as a result of the seasonal buildup of coal
stockpiles at Plant Scherer and Plant Wansley for the summer peak period. Forced
outages, particularly at Plant Wansley, also contributed somewhat to the
increase.
Prepayments and other current assets increaseddecreased primarily due to paymentsas a result of the
amortization of prepaid insurance balances and prepaid association fees, and the
reversal of regulatory assets accrued at December 31, 2001 for sick and vacation
16
leave. This decrease was somewhat offset by an increase in prepayments made to
Georgia Power Company for estimated Plant Hatch operations and maintenance
(O&M), nuclearplant operating and construction costs for April 2002, which were $9.6 million
higher compared to the estimates for January 2002. The increase in estimated
Plant Hatch O&M charges was related to a planned outage at Plant Hatch. Nuclear
and construction charges were higher due to the planned purchases of nuclear
fuel. These increases were offset somewhat by a decrease in prepaid insurance.costs.
The increase in other deferred charges was primarily due to the deferral of
nuclear outage costs associated with an outageoutages at Plant Vogtle Unit No. 1 and
to a lesser extent, an outage at
Plant Hatch Unit No. 1. Both outages began during the first quarter of 2002.
Nuclear outage costs are amortized over an 18-month operating cycle for the
Plant Vogtle units and a 24-month operating cycle for the Plant Hatch units.
Equity and Liabilities
Patronage capital and membership fees and other comprehensive margin increased
by $16.6 million to $384.3 million at June 30, 2001. Patronage capital and
membership fees, excluding accumulated other comprehensive loss, increased by
$18.7 million from $410.0 million at December 31, 2001 to $428.7 million at June
30, 2002. Accumulated other comprehensive loss increased by $2.0 million, from
($42.4 million) to ($44.4 million).
Long-term debt and capital leases due within one year increased largelysignificantly as
a result of the reclassification of CoBank and CFC notes totaling $92.1 million
which are due March 31, 2003. Oglethorpe management intends to refinance these
obligations with long-term debt by issuing tax-exempt bonds later in 2002, but
Oglethorpe has not yet entered into a firm financing agreement to do so. The
remaining increase was primarily attributable to the timing of thea payment made
for FFB debt at December 31, 2001 rather than January 2, 2002.
The decrease in accountsNotes payable was primarily attributablerepresents Oglethorpe's outstanding commercial paper used to payment of
amounts due to Georgia Transmission Corporation (GTC) for amounts billed to the
Membersfund,
on its behalf and collected by Oglethorpe, and amounts accrued at
year-end for progress payments associated with the constructionan interim basis, a portion of the Talbot EMC facility. Asand Chattahoochee EMC
construction projects. The decrease in notes payable was the result of January 2002,a portion
of the Members now remit amounts billed on GTC's
behalf directlybridge loan proceeds obtained by Talbot EMC and Chattahoochee EMC being
used to GTC.pay down a portion of Oglethorpe's outstanding commercial paper. (See
"Capital Requirements and Liquidity and Sources of Capital" above for a
discussion regarding financing of these projects.)
The increasedecrease in the power marketer payable iswas the result of an accrual of an
additional $12.5a $48.5 million
in connection with the settlement of the arbitration
with LEM. Oglethorpe will pay the entire $48.5 millionpayment to LEM on May 24, 2002 in accordance with the arbitration settlement.
13
The increase in accrued interest was largely driven by interest expense accruals
associated with the long-term FFB mortgage notes, and to a lesser extent, the
lease of Plant Scherer Unit No. 2. At March 31,June 30, 2002 interest expense for three
months of interest expenseFFB debt and six months of Scherer debt was accrued, for these debt instruments whereas no
interest expense was accrued at December 31, 2001.2001 as a result of early debt
payments.
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 payment of
certain year-end accruals and a performance based pay accrual, and a decrease in
the liability associated with natural gas cash flow hedges due to changing
market value.values and the settlement of certain contracts.
Oglethorpe has recorded an unrealized loss related to the interest rate swap
arrangements of $33.2$42.8 million, which represents the estimated payment Oglethorpe
17
would make if the swap arrangements were terminated.
New Accounting Pronouncements
In June of 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." The statement provides accounting and reporting standards for
recognizing obligations related to costs associated with the retirement of
long-lived assets. SFAS NoNo. 143 requires obligations associated with the
retirement of long-lived assets to be recognized at their fair value in the
period in which they are incurred if a reasonable estimate of fair value can be
made. The fair value of the asset retirement costs is capitalized as part of the
carrying amount of the long-lived asset and subsequently allocated to expense
using a systematic and rational method over the assets' useful life. Any
subsequent changes to the fair value of the liability due to passage of time or
changes in the amount or timing of estimated cash flows is recognized as an
accretion expense.
Adoption of SFAS No. 143 would require Oglethorpe to recognize the fair value of
its decommissioning liability. Under SFAS No. 71, Oglethorpe may record an
offsetting regulatory asset or liability to reflect the difference in timing of
recognition of the costs of decommissioning for financial statement purposes and
for ratemaking purposes. Oglethorpe will be required to adopt this statement no
later than January 1, 2003. Oglethorpe's management is currently assessing the
impact of this statement on its results of operations and financial condition.
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 businesstransactions
by Oglethorpe and the Members 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, some 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 "FACTORS AFFECTING THE ELECTRIC UTILITY
INDUSTRY" and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
14
RESULTS OF OPERATIONS--Miscellaneous--Competition" in Items 1 and 7 of
Oglethorpe's 2001 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
Oglethorpe's market risks have not changed materially from the market risks
reported in Oglethorpe's 2001 Annual Report on Form 10-K.
1518
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
2001 LEM ArbitrationPECO Proceeding
As previously reported, PECO Energy Company - Power Team, now Exelon Generation
Company ("Exelon"), in 1997 filed an application with the Federal Energy
Regulatory Commission ("FERC") requesting FERC to compel Oglethorpe and/or GTC
to provide PECO with specified transmission service. In February 2001, LG&E Energy Marketing Inc. ("LEM") and its affiliates, LG&E
Energy Corp. and LG&Eaddition, PECO sought
penalties from Oglethorpe and/or GTC under the Federal Power Inc. (collectively,Act. On July 23,
2002, FERC denied the "LG&E Parties") initiated a
binding arbitration processrequest for penalties. FERC also directed Exelon to resolve certain issues relating to the
interpretation and administration of a power marketing agreement among LEM, LG&E
Energy Corp. and Oglethorpe (the "LEM Agreement") and a similar agreement among
LEM, LG&E Power, Inc. and Oglethorpe that expired by its terms in 1999. In April
2002, Oglethorpe and the LG&E Parties settled this arbitration. As part of the
settlement, Oglethorpe agreed to pay to LEM approximately $48.5 million.
Oglethorpe had previously recorded a reserve of $36 million for estimated
damages payable to LEM. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS--Results of Operations--For the Three Months
Ended March 31, 2002 and 2001--Operating Expenses" and "--Financial
Condition--General--Assets" in Item 2 of Part I of this Quarterly Report.submit
further information clarifying what transmission service it is now seeking.
1999 LEM Arbitration
As previously reported, in September 2001, the LG&E Parties filed motions in the
United States District Court for the Northern District of Georgia seeking to
vacate the court's confirmation of a 1999 arbitration award in Oglethorpe's
favor affirming the validity of the LEM Agreement, to vacate the underlying
award, and to take certain discovery, all based on alleged non-disclosure of
information that LEM claims would have been pertinent to the arbitration. OglethorpeOn
June 17, the Court entered an order denying all relief to the LG&E Parties. The
time to appeal has filed responses opposing LEM's motionsexpired and will continue to
defend itself vigorously.no appeal has been filed.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.29 - Oglethorpe Power Corporation Executive Supplemental Retirement
Plan.
10.30 - Participation Agreement forNumber Description
------ -----------
99.1 Certification Pursuant to 18 U.S.C. 1350, as Adopted
Pursuant to Section 906 of the Oglethorpe Power Corporation
Executive Supplemental Retirement Plan, dated asSarbanes-Oxley Act of March 15,
2002,
between Oglethorpe andby Thomas A. Smith.Smith (Principal Executive Officer)
99.2 Certification Pursuant to 18 U.S.C. 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
by J. Calvin Earwood (Principal Executive Officer)
99.3 Certification Pursuant to 18 U.S.C. 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
by W. Clayton Robbins (Principal Financial Officer)
99.4 Certification Pursuant to 18 U.S.C. 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
by Mac F. Oglesby (Principal Financial Officer)
(b) Reports on Form 8-K
No reports on Form 8-K were filed by Oglethorpe for the quarter ended
March 31,June 30, 2002.
1619
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,August 14, 2002 By: /s/ Thomas A. Smith
-------------------------------------------------------
Thomas A. Smith
President and Chief Executive
Officer
(Principal Executive Officer)
Date: May 15,August 14, 2002 /s/ Mac F. Oglesby
-------------------------------------------------------
Mac F. Oglesby
Treasurer
(Principal Financial Officer)
Date: May 15,August 14, 2002 /s/ W. Clayton Robbins
----------------------------------------------------------
W. Clayton Robbins
Senior Vice President, Finance
and Administration
(Principal Financial Officer)
Date: May 15,August 14, 2002 /s/ Mark Chesla
---------------------------------------------------
Mark Chesla
Controller
(Chief Accounting Officer)
1720