TEXT-Fitch affirms Oglethorpe Power's commercial paper at 'F1'

Aug 9 - Fitch Ratings has affirmed the 'F1' rating on Oglethorpe Power
Corporation's (OPC) commercial paper (CP) notes, authorized at up to $1.265
billion.

SECURITY

The CP notes are unsecured obligations of OPC.

KEY RATING DRIVERS

SHORT-TERM RATING: The 'F1' rating is primarily supported by high-quality,
highly liquid assets in the form of OPC's own cash and investments, and access
to the cooperative's $1.265 billion syndicated line of credit.

LARGE DIVERSIFIED MEMBERSHIP: OPC is among the largest electric cooperatives in
the U.S. OPC's 39 members serve 1.8 million consumers representing 4.1 million
people throughout 151 of the 159 counties in Georgia.

LONG-TERM WHOLESALE CONTRACTS: Power is supplied by OPC to its members pursuant
to take-or-pay power sales contracts that extend to Dec. 31, 2050 and have
historically allowed for the timely recovery of energy costs, including fuel and
purchased power.

SIZABLE CONSTRUCTION PROGRAM: OPC's rating reflects its multi-billion capital
expansion program, and the impact that the significant amount of related debt
will have on the cooperative's financial metrics and wholesale cost of power.

NUCLEAR CONSTRUCTION UNDERWAY: OPC's expenditure plan includes the sizable Plant
Vogtle nuclear expansion project (OPC's share: $4.2 billion), which Fitch views
as risky and complex. The Nuclear Regulatory Commission (NRC) issued the
construction and operating license (COL) for the project on Feb. 10, 2012
allowing full construction to begin.

STRONGER FINANCIAL METRICS: OPC continues to bolster its financial profile
through the early years of its sizable construction program, which will mitigate
the impact of related borrowings. Fitch views OPC's targeted margins for
interest ratio (1.14 times ) and current metrics for equity (9% of
capitalization), cash on hand (195 days) and liquidity (727 days) as
instrumental to the current rating.

LOW FUNDING RISK: OPC's funding risk is mitigated by the cooperative's access to
the low-cost Rural Utilities Service (RUS) loan program for eligible
expenditures and the anticipated funding for up to 70% of the Plant Vogtle
project costs through the Department of Energy (DOE) guaranteed loan program.
Material changes in either program could be a concern, though they are not
anticipated.

WHAT COULD TRIGGER A RATING ACTION
Weakening of Financial Policies: Fitch would view negatively any weakening of
the financial policies and initiatives that have supported the cooperative's
financial metrics in recent years.

Adverse Nuclear Developments: Adverse developments related to the Vogtle
construction that weaken the cooperative's current and forecasted metrics could
lead to downward pressure on the rating or outlook.

CREDIT SUMMARY:

AMONG THE LARGEST U.S COOPERATIVES
OPC is the largest generation and transmission (G&T) cooperative in the U.S. in
terms of assets and energy sales. OPC consists of 39 member owners and currently
provides wholesale power supply to 38 of its member-owners, each a retail
electric distribution cooperative. OPC's members in turn provide retail electric
service to roughly 1.8 million customers (4.1 million residents) located
predominately throughout rural Georgia. OPC is headquartered in Tucker, Georgia.

DIVERSIFIED PORTFOLIO SUPPLIES PARTIAL MEMBER REQUIREMENTS
OPC supplies its members with energy from a well diversified portfolio, which
includes ownership interests totaling 7,078 MW in 30 generating units, including
natural gas-fired (50% of capacity), coal-fired (22%), nuclear (17%) and
hydroelectric capacity (11%). In 2011, OPC supplied 52% of its members total
energy requirements.

The OPC members satisfy their energy requirements above the amounts purchased
from OPC with purchases from other suppliers.

STRONG WHOLESALE POWER CONTRACTS
OPC members purchase power pursuant to long-term, take-or-pay wholesale power
contracts that extend through Dec. 31, 2050, after the final maturity of
existing debt. The wholesale power contracts obligate OPC members jointly and
severally to pay rates (based on their fixed allocation of resources) sufficient
to recover all the costs of owning and operating its power supply business.

VOGTLE PROJECT WILL NOT MATERIALLY IMPACT RATES
OPC is participating in the development of the 2,204 MW Vogtle expansion
project. Based on the current financing plan, Fitch does not believe that the
project will materially impact, or jeopardize the competitiveness of, OPC's
wholesale power rates as the new Vogtle units will account for only a small
portion of the cooperative's total power supply.

HIGHER LEVERAGE BUT STRONG LIQUIDITY
Leverage metrics weakened slightly in 2011 following the acquisition of the
Thomas A. Smith Facility (formerly the Murray Energy Facility), a 1,250 MW
natural gas-fired facility, but remained solid. Funds available for debt service
increased in 2011 from $533 million to $589 million, but an increase in debt
service requirements led to a decline in Fitch-calculated debt service coverage
from 1.74x in 2011 to 1.60x in 2012.

Funding for the Smith Facility acquisition and Vogtle construction increased
total debt meaningfully during fiscal 2011 from $5.44 billion to $6.48 billion,
weakening debt to FADS from 10.2x to 11.0x and the ratio of equity to
capitalization from 9.9% to 8.9%. Weaker financial metrics over the near term,
were anticipated following the Smith Facility acquisition, however, the
long-term benefits will be offsetting. The acquisition reduced anticipated
capital expenditures by $1.2 billion.

Cash on hand declined from 310 days to 195 days during 2011, but remained robust
overall. Total liquidity however was significantly enhanced with the upsizing of
the cooperative's primary credit facility from $475 million to $1.275 billion.
The larger facility helped improve liquidity from 636 days to 727 days despite
an increase in short-term debt ($461 million vs. $306 million).

COMMERCIAL PAPER PROGRAM
The commercial paper program is supported by the $1.275 billion credit facility.
The facility includes a syndicate of 14 financial institutions, the largest of
which are Bank of America, CoBank, SunTrust Bank, Wells Fargo, and Royal Bank of
Canada. The credit facility can be used for general corporate purposes, issuing
letters of credit and backing up the commercial paper program. The credit
facility expires on June 8, 2015.

OPC is not authorized to issue commercial paper in excess of available capacity
under the credit facility, the total amount of which is reduced by any
outstanding letters of credit against the credit facility (totaling $136 million
at June 30, 2012). In addition to the credit facility, OPC had liquid reserves
of approximately $410 million as of June 30, 2012 that could be used to support
the CP program, if needed.

At June 30, 2012, OPC had $648 million in outstanding CP notes.

For additional information on the rating, see Fitch's report, 'Oglethorpe Power
Corporation', dated Sept. 2, 2011.

Additional information is available at 'www.fitchratings.com'. The ratings above
were solicited by, or on behalf of, the issuer, and therefore, Fitch has been
compensated for the provision of the ratings.

In addition to the sources of information identified in Fitch's
Revenue-Supported Rating Criteria and U.S. Public Power Rating Criteria, this
action was informed by information from CreditScope.

Applicable Criteria and Related Research:
--'Criteria for Assigning Short-Term Ratings Based on Internal Liquidity' (June
15, 2012);
--'Revenue-Supported Rating Criteria' (June 12, 2012);
--'U.S. Public Power Rating Criteria' (Jan. 11, 2012).

Applicable Criteria and Related Research:
Criteria for Assigning Short-Term Ratings Based on Internal Liquidity
Revenue-Supported Rating Criteria
U.S. Public Power Rating Criteria