UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ߜ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 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. 000-53908 18MAR201617415484 (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.) 2100 East Exchange Place Tucker, Georgia 30084-5336 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (770) 270-7600 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No ߜ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ߜ No 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 No ߜ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ߜ] No [] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ߜ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ and ‘‘smaller reporting company’’ and ‘‘emerging growth company’’ in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer ߜ Smaller reporting company (Do not check if a Emerging growth company smaller reporting company) If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ߜ State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The Registrant is a membership corporation and has no authorized or outstanding equity securities. 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. Documents Incorporated by Reference: None OGLETHORPE POWER CORPORATION 2017 FORM 10-K ANNUAL REPORT Table of Contents ITEM Page PART I 1 Business .................................................................... 1 Oglethorpe Power Corporation .................................................. 1 Our Power Supply Resources ................................................... 9 Our Members and Their Power Supply Resources .................................... 13 Regulation ................................................................. 17 1A Risk Factors ................................................................. 23 1B Unresolved Staff Comments ...................................................... 31 2 Properties ................................................................... 32 3 Legal Proceedings ............................................................. 37 4 Mine Safety Disclosures ......................................................... 37 PART II 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ................................................................... 38 6 Selected Financial Data ......................................................... 38 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations ......... 39 7A Quantitative and Qualitative Disclosures About Market Risk ............................... 56 8 Financial Statements and Supplementary Data ......................................... 59 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ......... 93 9A Controls and Procedures ......................................................... 93 9B Other Information ............................................................. 93 PART III 10 Directors, Executive Officers and Corporate Governance .................................. 94 11 Executive Compensation ......................................................... 101 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . 110 13 Certain Relationships and Related Transactions, and Director Independence .................... 110 14 Principal Accountant Fees and Services .............................................. 111 PART IV 15 Exhibits and Financial Statement Schedules ........................................... 112 Signatures ................................................................... 132 i CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This annual report on Form 10-K contains ‘‘forward- • decisions made by the Georgia Public Service looking statements.’’ All statements, other than Commission in the regulatory process related to statements of historical facts, that address activities, the two additional units at Plant Vogtle; events or developments that we expect or anticipate to • a decision by more than 10% of the co-owners of occur in the future, including matters such as future the additional Vogtle units not to proceed with the capital expenditures, business strategy, regulatory construction of the additional Vogtle units upon the actions, and development, construction or operation of occurrence of certain material adverse events; facilities (often, but not always, identified through the use of words or phrases such as ‘‘will likely result,’’ • our access to capital, the cost to access capital, ‘‘are expected to,’’ ‘‘will continue,’’ ‘‘is anticipated,’’ and the results of our financing and refinancing ‘‘estimated,’’ ‘‘projection,’’ ‘‘target’’ and ‘‘outlook’’) are efforts, including availability of funds in the capital forward-looking statements. markets; Although we believe that in making these forward- • our ability to receive advances under the U.S. looking statements our expectations are based on Department of Energy loan guarantee agreement reasonable assumptions, any forward-looking statement for construction of two additional nuclear units at involves uncertainties and there are important factors Plant Vogtle; that could cause actual results to differ materially from • the occurrence of certain events that give the those expressed or implied by these forward-looking Department of Energy the option to require that statements. Some of the risks, uncertainties and we repay all amounts outstanding under the loan assumptions that may cause actual results to differ from guarantee agreement with the Department of these forward-looking statements are described under Energy over a five-year period and the Department the heading ‘‘RISK FACTORS’’ and in other sections of of Energy’s decision to require such repayment; this annual report. In light of these risks, uncertainties and assumptions, the forward-looking events and • the continued availability of funding from the circumstances discussed in this annual report may not Rural Utilities Service; occur. • increasing debt caused by significant capital Any forward-looking statement speaks only as of the expenditures; date of this annual report, and, except as required by • unanticipated changes in capital expenditures, law, we undertake no obligation to update any forward- operating expenses and liquidity needs; looking statement to reflect events or circumstances after the date on which it is made or to reflect the • actions by credit rating agencies; occurrence of unanticipated events. New factors emerge • commercial banking and financial market from time to time, and it is not possible for us to conditions; predict all of them; nor can we assess the impact of each factor or the extent to which any factor, or • the impact of regulatory or legislative responses to combination of factors, may cause results to differ climate change initiatives or efforts to reduce materially