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

FORM 10-Q

Commission File No. 33-7591

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

        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 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

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OGLETHORPE POWER CORPORATION
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNESEPTEMBER 30, 2008

PART I—FINANCIAL INFORMATION
Item 1. Financial Statements

Oglethorpe Power Corporation
Condensed Balance Sheets (Unaudited)
JuneSeptember 30, 2008 and December 31, 2007

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

Oglethorpe Power Corporation
Condensed Balance Sheets (Unaudited)
JuneSeptember 30, 2008 and December 31, 2007

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

Oglethorpe Power Corporation
Condensed Statements of Revenues and Expenses (Unaudited)
For the Three and SixNine Months Ended JuneSeptember 30, 2008 and 2007

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

Oglethorpe Power Corporation
Condensed Statements of Patronage Capital and Membership Fees
and Accumulated Other Comprehensive Deficit (Unaudited)
For the SixNine Months Ended JuneSeptember 30, 2008 and 2007

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

Oglethorpe Power Corporation
Condensed Statements of Cash Flows (Unaudited)
For the SixNine Months Ended JuneSeptember 30, 2008 and 2007

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

Oglethorpe Power Corporation
Notes to Unaudited Condensed Financial Statements
JuneSeptember 30, 2008 and 2007

(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 JuneSeptember 30, 2008 and 2007. 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, 2007, as filed with the SEC. The results of operations for the three-month and six-monthnine-month periods ended JuneSeptember 30, 2008 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, 2007, 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, 2007.)

(B)

Adoption of Financial Accounting Standard (SFAS) No. 157, "Fair Value Measurements."    On January 1, 2008, Oglethorpe adopted SFAS No. 157. 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. In November 2007, the Financial Accounting Standards Board (FASB) issued a one-year deferral for the implementation of SFAS No. 157 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 is 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. The effective date for the implementation of SFAS No. 157 for non-financial assets and non-financial liabilities is January 1, 2009.

SFAS No. 157 is to be applied prospectively as of the first interim period for the fiscal year in which it is initially adopted, except for limited retrospective adoption for the following three items:

•

The valuation of financial instruments using blockage factors;



•

Financial instruments that were measured at fair value using the transaction price (as indicated in Emerging Issues Task Force (EITF) Issue 02-3); and



•

The valuation of hybrid financial instruments that were measured at fair value using the transaction price (as indicated in SFAS No. 155).

The impact of adoption in these areas would be applied as a cumulative-effect adjustment to opening retained earnings, measured as the difference between the carrying amounts and the fair values of relevant assets and liabilities at the date of adoption. Oglethorpe does not have any of the three aforementioned items, therefore no transition adjustment will be recorded.

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 be used with 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.

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.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 tablestable below detaildetails assets and liabilities measured at fair value on a recurring and non-recurring basis (dollars in thousands).

AssetsThe following tables present assets and Liabilities Measuredliabilities measured at fair value on a Recurring Basis
recurring basis using significant unobservable inputs for the three and nine months ended September 30, 2008.

Assets and Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Level 3)

(1)

Based on market conditions, Oglethorpe changed its valuation technique for auction rate securities to an income approach using a discounted cash flow model. Accordingly, these investments, which are included in long-term investments on the condensed balance sheet, changed from Level 1 to Level 3 within SFAS No. 157's three-tier fair value hierarchy duringfor the period ending JuneSeptember 30, 2008.

Realized gains and losses included in earnings for the period are reported in other income (expense) income..

AssetsThe table below details assets and Liabilities Measuredliabilities measured at fair value on a Nonrecurring Basis
non-recurring basis (dollars in thousands).

(C)

New Accounting Pronouncement.Pronouncements.    In October 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) No. 157-3, "Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active." FSP No. 157-3 clarifies the definition of fair value by stating that a transaction price is not necessarily indicative of fair value in a market that is not active or in a forced liquidation or distressed sale. Rather, if the company has the ability and intent to hold the asset, the company may use its assumptions about future cash flows

and appropriately adjusted discount rates in measuring fair value of the asset. The guidance in FSP FAS No. 157-3 is effective October 10, 2008, including prior periods for which financial statements have not been issued. The adoption of FSP FAS No. 157-3 did not have a material affect on Oglethorpe's results of operations or financial condition.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities." The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. The new standard is effective January 1, 2009. Currently, theThe adoption of SFAS No. 161 is not expected to have any impact on Oglethorpe's results of operations or financial condition.

(D)

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, 2007. See Note G below for further discussion regarding the termination of the interest rate swap arrangements.

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

(E)

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.

1.    General.    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. Oglethorpe cannot provide assurance that it will always be in compliance with current and future regulations on Oglethorpe.applicable to it.

2.    Clean Air ActAct..    In April 2007, the Sierra Club and the Coosa River Basin Initiative appealed two unsuccessful permit challenges involving operating permit renewals for Plants Scherer (co-owned by Oglethorpe), Bowen, Hammond and Branch to the U.S. Court of Appeals for the Eleventh Circuit. The permits were all challenged on the basis of not including compliance schedules to bring the sources into compliance with applicable opacity standards, not including an adequate statement of basis, and, for Scherer and Bowen, not including compliance schedules to bring the sources into compliance with Prevention of Significant Deterioration requirements. Oglethorpe filed a motion to intervene on behalf of EPAthe U.S. Environmental Protection Agency (EPA) in the case and that motion was granted. Briefing on the case was completed in December 2007, and oral argument occurredwas held on March 31, 2008. A decision is expected fromin favor of EPA was issued by the Court later inon September 2, 2008. However, the petitioners filed a motion for rehearing or rehearing en banc on October 17, 2008 to which the Court has not yet responded.

(F)

Pollution Control Revenue Bonds (PCBs)..    The    Since the second half of 2007, the three major credit rating agencies are in the process ofhave 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. SeveralBy mid-2008, many monoline bond insurers have alreadyhad been downgraded below their historical triple-A rating levels or have had negative outlooks assigned to their triple-A ratings, including the insurers that provideprovided guarantees on a significant portion of Oglethorpe's outstanding variable rate PCB indebtedness.

These bond insurer downgrades have 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.

OnThe bond insurer downgrades and related issues in the ARS market have required Oglethorpe to refinance, or otherwise convert to a term or fixed rate of interest, approximately $570 million of variable rate PCBs so far in 2008 (of which GTC has assumed a $47 million obligation).

In late August 2008, Oglethorpe issued $255 million of Series 2008 refunding bonds and used the proceeds to repay $260 million of commercial paper that had been issued in April 1,and May 2008. The commercial paper was issued to redeem the Series 1993A and Series 1994A PCBs, whose interest cost had increased due to a downgrade of the bond insurer. As discussed in Note G below and in Oglethorpe's Annual Report on Form 10-K for the fiscal year ended December 31, 2007,

Oglethorpe also terminated interest rate swap arrangements in connection with this bond insurer downgrade.

In early September 2008, Oglethorpe issued $240 million of commercial paper and used the proceeds to redeem $238 million of Series 2006 PCBs (of which GTC had assumed a $40 million obligation). Like the 1993A and 1994A PCBs, the interest cost on the Series 2006 PCBs had increased due to a downgrade of the bond insurer. This commercial paper was outstanding at September 30, 2008; however, in early November 2008 this commercial paper was repaid with the proceeds from a $240 million advance under the commercial paper backup line of credit facility. Oglethorpe plans to repay the $240 million advance in connection with the issuance of Series 2008 refunding bonds in December 2008. When this transaction is completed, Oglethorpe will have refinanced all of its variable rate PCB indebtedness, totaling approximately $931 million (of which GTC had assumed an $87 million obligation), into term rates or rates that are fixed to maturity.

At September 30, 2008, Oglethorpe had outstanding $435$123 million of PCBs in the ARS mode, and $410$315 million of PCBs in the VRDB mode. Oglethorpeterm mode (in 2-year and 3-year put bonds; of which GTC has recently seen someassumed a $47 million obligation) and $300 million of itsPCBs with fixed rates to maturity (of which GTC has assumed a $7 million obligation). The ARS reprice in Dutch auctions fail due toevery 35 days, but these auctions have been failing consistently since early 2008 as a result of investors moving away from the ARS market, and has also had VRDBs putmarket. Oglethorpe plans to refund the supporting bank liquidity facilities dueremaining ARS through an issuance of Series 2008 PCBs in December 2008. Even though the remaining ARS have been failing to the remarketing agents' inability to remarket the bonds as a result of a downgrade of the bond insurer. These events have resulted in higher variablesell at auction, since their failed auction rates of interest on the bonds, in some instances as high as 12.0 percent.

In light of these events, in two separate remarketings that closed in April 2008, Oglethorpe converted $312 million of its PCBs from the ARS modeare tied to a Term Rate modepercentage of LIBOR (which has been uncharacteristically low recently), the interest (2-year

and 3-year terms) as it hadrates have remained generally in the option3% to do pursuant to the underlying bond documents. At April 1, 2008, the weighted average interest rate on all of Oglethorpe's outstanding PCB debt was 6.3 percent, and at June 30, 2008 it was 4.9 percent. For more information on these interest rate mode conversions, see Oglethorpe's Form 8-K dated April 17, 2008 and Form 8-K dated April 24, 2008.5% range.

(G)

Interest Rate Swap Transactions.    As noted in Oglethorpe's Annual Report on Form 10-K for the fiscal year ended December 31, 2007, Oglethorpe terminated both the AIG Financial Products Corp. (AIG-FP) interest rate swaps and the JPMorgan Chase Bank (JPMC) interest rate swaps in March 2008. Oglethorpe made a termination payment to AIG-FP of $36,611,000 and received a termination payment from JPMC of $2,840,000. The amounts have been recorded as a regulatory asset and regulatory liability in accordance with SFAS No. 71, "Accounting for Effects of Certain Types of Regulation" and will be amortized into expense over the remaining life of the Series 1993A bonds and 1994A bonds,PCBs, or 2016 and 2019, respectively.

(H)

Short-term Borrowings.    In the second quarterApril and May of 2008, Oglethorpe issued a total of approximately $260 million of commercial paper and used the proceeds to redeem the Series 1993A and Series 1994A PCBs, whose interest cost had increased due to a downgrade of the bond insurer. Oglethorpe expects to repayrepaid this commercial paper in late August 2008 using the proceeds from the issuance of the Series 2008A-C bonds. In September 2008, refunding bonds.Oglethorpe issued a total of $240 million of commercial paper and used the proceeds to redeem the Series 2006 PCBs, whose interest cost had increased due to a downgrade of the bond insurer. See Financial Condition—discussion in Note F above regarding the repayment of the $240 million of commercial paper issued.

(I)

"Liquidity"Georgia Transmission Corporation Receivable.    In connection with the refinancing of the Series 2006 PCBs, in which Georgia Transmission Corporation (GTC) had an assumed $40 million obligation, Oglethorpe issued $240 million of commercial paper and "Financings"used the proceeds to redeem the Series 2006 PCBs, including the portion assumed by GTC. The portion of the outstanding commercial paper that relates to GTC's assumed obligation in the bonds is reflected as a receivable on the balance sheet at September 30, 2008. See Note F and Note H for further discussion of the repayment of this short-term borrowing. For further discussion regarding GTC's assumption of a more detailed discussion.portion of Oglethorpe's PCB indebtedness, see "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—Financial Condition—

Off-Balance Sheet Arrangements—GTC Debt Assumption" in Oglethorpe's Annual Report on Form 10-K for the fiscal year ended December 31, 2007.

(J)

Deferred Asset/Liability Associated with Retirement Obligations.    Oglethorpe records a regulatory asset or liability for the timing difference in accretion recognized under SFAS No. 143, "Accounting for Asset Retirement Obligations", compared to the expense recovered for ratemaking purposes. In addition, unrealized gains and losses from the nuclear decommissioning fund consistent with ratemaking policy are recorded as a regulatory asset or liability. These amounts combined with the regulatory asset recorded with respect to the cumulative effect of adoption are reflected as either a net regulatory asset or liability on the balance sheets. At September 30, 2008, Oglethorpe recorded a regulatory asset of $33.3 million compared to a regulatory liability of $5.6 million at December 31, 2007.

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

ResultsGeneral

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 Operations

For the Three Monthsits generation assets and Six Months Ended June 30, 2008power purchased from power marketers and 2007other 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 minimum 1.10 Margins for Interest Ratio (MFI Ratio). at or above the minimum requirement approved by Oglethorpe's Board. 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 "Financial Condition—Capital Requirements and Liquidity and Sources of Capital—Current Market Conditions" herein and Oglethorpe's Annual Report on Form 10-K for the fiscal year ended December 31, 2007, in particular Item 1A-Risk1A—Risk Factors. 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.

Results of Operations

For the Three Months and Nine Months Ended September 30, 2008 and 2007

Net Margin

Oglethorpe's net margin for the three-month and six-monthnine-month periods ended JuneSeptember 30, 2008 was $8.8$5.6 million and $15.5$21.1 million compared to $8.4$1.1 million and $17.8$18.9 million for the same periods of 2007. The increase in net margin for the three-month period ended September 30, 2008 compared to the same period of 2007 was partly due to higher budgeted net margin for 2008 and partly due to investment income being lower than anticipated in 2007. The net margin variance for the six-monthnine-month period ended JuneSeptember 30, 2008 compared to the same period of 2007 was primarily due to interest on long-term debt and capital leasesinvestment income in 20082007 being higherlower than anticipated.

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 the minimum 1.10 MFI Ratio required under the Mortgage Indenture is achieved. Oglethorpe's management anticipates that the margin for the year ending December 31, 2008 will be approximately $19.9$19.6 million, which will yield ana MFI Ratio of 1.10. To enhance financial coverage during an anticipated period of generation facility construction, Oglethorpe's Board has approved a budget for 2009 to achieve a 1.12 MFI Ratio (above the minimum 1.10 required by the Mortgage Indenture), which is expected to generate margins based on budgeted interest expense for the year ending December 31, 2009 of approximately $30.5 million. 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 the fiscal year ended December 31, 2007. For additional information regarding anticipated generation facility construction, see "Other Events—Future Power Resources—Vogtle Units No. 3 and No. 4 and Other Future Power Resources" in Oglethorpe's Current Report on Form 8-K dated July 2, 2008.

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 5.5%3.4% lower and 7.0%3.1% higher in the three-month and six-monthnine-month periods ended JuneSeptember 30, 2008 than such revenues for the same periods of 2007. Megawatt-hour (MWh) sales to Members decreased 7.3% and increased 5.5% and 6.6%1.1% in the three-month and six-monthnine-month periods ended JuneSeptember 30, 2008 versus the same periods of 2007. The average total revenue per MWh from sales to Members increased less than 0.5% during each of4.3% and 1.9% for the three-month and six-monthnine-month periods ended JuneSeptember 30, 2008 compared to the same periods of 2007.

The components of Member revenues for the three months and sixnine months ended JuneSeptember 30, 2008 and 2007 were as follows (amounts in thousands except for cents per kilowatt hour):

Capacity revenues for the three-month period and six-monthnine-month period ended JuneSeptember 30, 2008 remained relatively constant compared to the same periods of 2007. Energy revenues were 12.4%6.6% lower and 16.3%6.6% higher for the three-month and six-monthnine-month periods ended JuneSeptember 30, 2008 compared to the same periods of 2007. Oglethorpe's average energy revenue per MWh from sales to Members was 6.6%0.8% and 9.1%5.4% higher for the current periods of 2008 as compared to the same periods of 2007. The decrease in energy revenues for the three months ended September 30, 2008 was primarily due to the pass through to Oglethorpe's Members of lower fuel costs (primarily due to lower natural gas-fired generation) and lower purchased power energy costs (primarily due to the lower volume of purchased MWhs). The increase in energy revenues and average energy revenues per MWh for the three months and sixnine months ended JuneSeptember 30, 2008 was primarily due to an increase in the pass through to Oglethorpe's Members of higher fuel costs (primarily due to higherincreased coal-fired generation) and higher purchased power energy costs (primarily due to the higher 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 and six-monthnine-month periods ended JuneSeptember 30, 2008 decreased 7.2% and increased 3.2% and 6.0%0.8% compared to the same periods of 2007. The increasedecrease in operating expenses for the current periodsthird quarter of 2008 compared to the same periodsquarter of 2007 was primarily due to higherlower fuel costs, productionpurchased power costs, depreciation and amortization expenses and purchased poweraccretion expenses. While operating expenses increased only slightly for the nine-month period ended September 30, 2008 compared to the same period of 2007, increases in fuel and production costs were offset somewhat by lower depreciation and amortization and accretion expenses.

For the three-month and six-monthnine-month periods ended JuneSeptember 30, 2008 compared to the same periods of 2007, total fuel costs decreased 3.0% and increased 13.7% and 16.9%8.4% while total generation decreased 6.2% and

increased 5.1% and 6.1%1.3%. Average fuel costs per MWh increased 8.2%3.4% and 10.2%7.0% in the current periods of 2008 compared to the same periods of 2007. The decrease in total fuel costs during the third quarter of 2008 compared to the same quarter of 2007 resulted primarily from lower natural gas-fired generation at the Doyle and Talbot energy facilities. The increase in average fuel costs during the third quarter of 2008 compared to the same quarter of 2007 resulted primarily from an increase in natural gas prices; the average fuel cost per MWh of natural gas-fired generation more than doubled in the current quarter from levels a year ago. The increase in total and average fuel costs for the three-month and six-month periodsnine-month period ended JuneSeptember 30, 2008 as compared to the same periodsperiod of 2007 resulted primarily from a 14.8% and 9.8%6.3% increase respectively, in higher cost coal-fired generation at Plants Scherer and Wansley. Coal-fired generation has a higher average cost per MWh of generation as compared to nuclear generation.

Production costs decreased by 0.3% and increased 5.9% and 7.7%4.9% for the three-month and six-monthnine-month periods ended JuneSeptember 30, 2008 compared to the same periods of 2007. The increases wereincrease for the nine-month period ended September 30, 2008 compared to the same period of 2007 was primarily due to (1) major maintenance outage costs at the Doyle energy facility in 2008 (there were no majornominal maintenance outage costs in the same periodsperiod of 2007), (2) increased staffing at nuclear Plants Hatch and Vogtle in response to new fitness for duty regulations impacting operations, maintenance and security departments, and (3) increased amortization of deferred refueling and maintenance costs at several of the nuclear and coal-fired units due to the higher expense of longer, more complex outagesoutages. These increases were offset somewhat by lower property tax expense in the current periods of 2008 compared to the same periods of 2007 due to a favorable ruling from the Georgia Supreme Court regarding Monroe County property tax assessments. (See "Notes to Financial Statements" in Oglethorpe's Annual Report on Form 10-K for the fiscal year ended December 31, 2007.)

Total purchased power costs decreased 15.1% and increased 7.0% and 11.7%0.5% for the three-month and six-monthnine-month periods ended JuneSeptember 30, 2008 compared to the same periods of 2007. Purchased MWhs decreased 13.7% and increased 19.6% and 23.7%7.0% for the three months and sixnine months ended JuneSeptember 30, 2008 compared to the same periods of 2007. The average cost per MWh of total purchased power decreased 10.6%1.5% and 9.7%6.1% for the three months and sixnine months ended JuneSeptember 30, 2008 compared to the same periods of 2007.

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

Purchased power capacity costs remained relatively unchanged in the currentthree-month and nine-month periods of 2008 compared to the same periods of 2007. Purchased power energy costs for the three-month and six-monthnine-month periods ended JuneSeptember 30, 2008 increased 8.3%decreased 20.1% and 15.4%0.3% compared to the same periods of 2007. The average cost of purchased power energy decreased 9.5%7.3% and 6.8% for the three-month and six-monthnine-month periods ended JuneSeptember 30, 2008 compared to the same periods of 2007. The increasedecreases in purchased power energy costs and cost per MWh were primarily due to reduced purchases of MWhs under a purchased power agreement with Hartwell Energy Limited Partnership. The decreases were offset somewhat by increased MWhs acquired under Oglethorpe's energy replacement program, which replaces power from Oglethorpe owned generation facilities with lower

price spot market purchased power energy, was primarily responsible for the increase in purchased power energy costs and for the increase in the volume of purchased power MWhs, along with the corresponding decrease in the average cost per MWh of purchased power energy. In addition,by an increase in MWhs acquired under a purchased power agreement with Morgan Stanley also contributed to the increase in purchased power energy costs. These increases were offset somewhat by reduced purchases of MWhs under a purchased power agreement with Hartwell Energy Limited Partnership.which will expire December 31, 2008.