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Oklahoma
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73-1481638
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Page
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Part I - FINANCIAL INFORMATION
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Part II
- OTHER INFORMATION
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Item 5. Other Information
|
|
|
|
|
|
•
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general economic conditions, including the availability of credit, access to existing lines of credit, access to the commercial paper markets, actions of rating agencies and their impact on capital expenditures;
|
•
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the ability of
the Company and its subsidiaries
to access the capital markets and obtain financing on favorable terms as well as inflation rates and monetary fluctuations;
|
•
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prices and availability of electricity, coal
,
natural gas
and
NGLs;
|
•
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the timing and extent of changes in commodity prices, particularly natural gas and
NGLs,
the competitive effects of the available pipeline capacity in the regions
Enable Midstream Partners
serves, and the effects of geographic and seasonal commodity price differentials, including the effects of these circumstances on re-contracting available capacity on
Enable Midstream Partners
'
interstate pipelines;
|
•
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the timing and extent of changes in the supply of natural gas, particularly supplies available for gathering by
Enable Midstream Partners
'
gathering and processing business and transporting by
Enable Midstream Partners
'
interstate pipelines, including the impact of natural gas and
NGLs
prices on the level of drilling and production activities in the regions
Enable Midstream Partners
serves;
|
•
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business conditions in the energy
and natural gas midstream industries;
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•
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competitive factors including the extent and timing of the entry of additional competition in the markets served by
the Company;
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•
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unusual weather;
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•
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availability and prices of raw materials for current and future construction projects;
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•
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Federal or state legislation and regulatory decisions and initiatives that affect cost and investment recovery, have an impact on rate structures or affect the speed and degree to which competition enters
the Company's
markets;
|
•
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environmental laws and regulations that may impact
the Company's
operations;
|
•
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changes in accounting standards, rules or guidelines;
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•
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the discontinuance of accounting principles for certain types of rate-regulated activities;
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•
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the cost of protecting assets against, or damage due to, terrorism or cyber-attacks and other catastrophic events;
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•
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advances in technology;
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•
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creditworthiness of suppliers, customers and other contractual parties;
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•
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difficulty in making accurate assumptions and projections regarding future revenues and costs associated with the Company's equity investment in
Enable Midstream Partners that the Company does not control;
|
•
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the risk that Enable Midstream Partners may not be able to successfully integrate the operations of Enogex LLC and the businesses contributed by
CenterPoint as discussed in Note 3;
and
|
•
|
other risk factors listed in the reports filed by
the Company
with the Securities and Exchange Commission including those listed in
"Item 1A.
Risk Factors
" and
in
Exhibit 99.01 to
the Company's
2012 Form 10-K.
|
Abbreviation
|
Definition
|
2012 Form 10-K
|
Annual Report on Form 10-K for the year ended December 31, 2012
|
APSC
|
Arkansas Public Service Commission
|
ArcLight group
|
Bronco Midstream Holdings, LLC, Bronco Midstream Holdings II, LLC, collectively
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ASC
|
Financial Accounting Standards Board Accounting Standards Codification
|
BART
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Best available retrofit technology
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CenterPoint
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CenterPoint Energy Resources Corp., wholly-owned subsidiary of CenterPoint Energy, Inc.
|
Company
|
OGE Energy, collectively with its subsidiaries
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DOJ
|
U.S. Department of Justice
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Dry Scrubbers
|
Dry flue gas desulfurization units with spray dryer absorber
|
Enable Midstream Partners
|
Enable Midstream Partners, LP, partnership between OGE Energy, the ArcLight group and CenterPoint Energy, Inc. formed to own and operate the midstream businesses of OGE Energy and CenterPoint
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Enogex Holdings
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Enogex Holdings LLC, the parent company of Enogex LLC and a majority-owned subsidiary of OGE Holdings, LLC (prior to May 1, 2013)
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Enogex LLC
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Enogex LLC, collectively with its subsidiaries (effective July 30, 2013, the name was changed to Enable Oklahoma Intrastate Transmission, LLC)
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EPA
|
U.S. Environmental Protection Agency
|
FASB
|
Financial Accounting Standards Board
|
FERC
|
Federal Energy Regulatory Commission
|
FIP
|
Federal implementation plan
|
GAAP
|
Accounting principles generally accepted in the United States
|
MATS
|
Mercury and Air Toxics Standards
|
MRT
|
CenterPoint Energy - Mississippi River Transmission, LLC, a Delaware limited liability company
|
NGLs
|
Natural gas liquids
|
NOX
|
Nitrogen oxide
|
NYMEX
|
New York Mercantile Exchange
|
OCC
|
Oklahoma Corporation Commission
|
Off-system sales
|
Sales to other utilities and power marketers
|
OG&E
|
Oklahoma Gas and Electric Company, wholly-owned subsidiary of OGE Energy
|
OGE Holdings
|
OGE Enogex Holdings, LLC, wholly-owned subsidiary of OGE Energy, parent company of Enogex Holdings (prior to May 1, 2013) and 28.5 percent owner of Enable Midstream Partners
|
Pension Plan
|
Qualified defined benefit retirement plan
|
PRM
|
Price risk management
|
PSO
|
Public Service Company of Oklahoma
|
PUD Staff
|
Public Utility Division Staff of the Oklahoma Corporation Commission
|
Restoration of Retirement Income Plan
|
Supplemental retirement plan to the Pension Plan
|
SIP
|
State implementation plan
|
SO
2
|
Sulfur dioxide
|
SPP
|
Southwest Power Pool
|
System sales
|
Sales to OG&E's customers
|
TBtu/d
|
Trillion British thermal units per day
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||
|
September 30,
|
September 30,
|
||||||||||
(In millions except per share data)
|
2013
|
2012
|
2013
|
2012
|
||||||||
OPERATING REVENUES
|
|
|
|
|
||||||||
Electric Utility operating revenues
|
$
|
723.2
|
|
$
|
721.0
|
|
$
|
1,753.3
|
|
$
|
1,675.7
|
|
Natural Gas Midstream Operations operating revenues (Note 1)
|
—
|
|
392.4
|
|
605.5
|
|
1,133.4
|
|
||||
Total operating revenues
|
723.2
|
|
1,113.4
|
|
2,358.8
|
|
2,809.1
|
|
||||
COST OF GOODS SOLD (exclusive of depreciation and amortization shown below)
|
|
|
|
|
||||||||
Electric Utility cost of goods sold
|
273.0
|
|
259.8
|
|
715.2
|
|
636.1
|
|
||||
Natural Gas Midstream Operations cost of goods sold (Note 1)
|
—
|
|
279.8
|
|
481.4
|
|
798.1
|
|
||||
Total cost of goods sold
|
273.0
|
|
539.6
|
|
1,196.6
|
|
1,434.2
|
|
||||
Gross margin on revenues
|
450.2
|
|
573.8
|
|
1,162.2
|
|
1,374.9
|
|
||||
OPERATING EXPENSES
|
|
|
|
|
||||||||
Other operation and maintenance
|
102.2
|
|
147.1
|
|
372.2
|
|
447.7
|
|
||||
Depreciation and amortization
|
65.4
|
|
93.0
|
|
231.7
|
|
270.1
|
|
||||
Impairment of assets
|
—
|
|
—
|
|
—
|
|
0.3
|
|
||||
Gain on insurance proceeds
|
—
|
|
—
|
|
—
|
|
(7.5
|
)
|
||||
Taxes other than income
|
21.7
|
|
29.7
|
|
78.1
|
|
84.7
|
|
||||
Total operating expenses
|
189.3
|
|
269.8
|
|
682.0
|
|
795.3
|
|
||||
OPERATING INCOME
|
260.9
|
|
304.0
|
|
480.2
|
|
579.6
|
|
||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
||||||||
Equity in earnings of unconsolidated affiliates (Note 1)
|
46.0
|
|
—
|
|
64.5
|
|
—
|
|
||||
Allowance for equity funds used during construction
|
1.7
|
|
1.3
|
|
4.4
|
|
4.9
|
|
||||
Other income
|
6.2
|
|
2.6
|
|
25.4
|
|
12.8
|
|
||||
Other expense
|
(5.2
|
)
|
(5.6
|
)
|
(15.9
|
)
|
(11.1
|
)
|
||||
Net other income (expense)
|
48.7
|
|
(1.7
|
)
|
78.4
|
|
6.6
|
|
||||
INTEREST EXPENSE
|
|
|
|
|
||||||||
Interest on long-term debt
|
35.0
|
|
40.2
|
|
110.7
|
|
118.3
|
|
||||
Allowance for borrowed funds used during construction
|
(0.9
|
)
|
(0.8
|
)
|
(2.3
|
)
|
(2.8
|
)
|
||||
Interest on short-term debt and other interest charges
|
(0.4
|
)
|
2.2
|
|
3.8
|
|
6.6
|
|
||||
Interest expense
|
33.7
|
|
41.6
|
|
112.2
|
|
122.1
|
|
||||
INCOME BEFORE TAXES
|
275.9
|
|
260.7
|
|
446.4
|
|
464.1
|
|
||||
INCOME TAX EXPENSE
|
60.7
|
|
68.3
|
|
110.2
|
|
122.6
|
|
||||
NET INCOME
|
215.2
|
|
192.4
|
|
336.2
|
|
341.5
|
|
||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
6.9
|
|
6.2
|
|
25.0
|
|
||||
NET INCOME ATTRIBUTABLE TO OGE ENERGY
|
$
|
215.2
|
|
$
|
185.5
|
|
$
|
330.0
|
|
$
|
316.5
|
|
BASIC AVERAGE COMMON SHARES OUTSTANDING
|
198.4
|
|
197.4
|
|
198.1
|
|
197.0
|
|
||||
DILUTED AVERAGE COMMON SHARES OUTSTANDING
|
199.7
|
|
198.3
|
|
199.3
|
|
197.9
|
|
||||
BASIC EARNINGS PER AVERAGE COMMON SHARE ATTRIBUTABLE TO OGE ENERGY COMMON SHAREHOLDERS
|
$
|
1.08
|
|
$
|
0.94
|
|
$
|
1.67
|
|
$
|
1.61
|
|
DILUTED EARNINGS PER AVERAGE COMMON SHARES ATTRIBUTABLE TO OGE ENERGY COMMON SHAREHOLDERS
|
$
|
1.08
|
|
$
|
0.94
|
|
$
|
1.66
|
|
$
|
1.60
|
|
DIVIDENDS DECLARED PER COMMON SHARE
|
$
|
0.20875
|
|
$
|
0.19625
|
|
$
|
0.62625
|
|
$
|
0.58875
|
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||
|
September 30,
|
September 30,
|
||||||||||
(In millions)
|
2013
|
2012
|
2013
|
2012
|
||||||||
Net income
|
$
|
215.2
|
|
$
|
192.4
|
|
$
|
336.2
|
|
$
|
341.5
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
||||||||
Pension Plan and Restoration of Retirement Income Plan:
|
|
|
|
|
||||||||
Amortization of deferred net loss, net of tax of $0.6, $0.4, $1.8 and $1.3, respectively
|
0.9
|
|
0.8
|
|
2.8
|
|
2.3
|
|
||||
Amortization of prior service cost, net of tax of $0, $0, $0 and $0.1, respectively
|
—
|
|
—
|
|
—
|
|
0.1
|
|
||||
Postretirement Benefit Plans:
|
|
|
|
|
||||||||
Amortization of deferred net loss, net of tax of $0.3, $0.2, $0.9 and $0.8, respectively
|
0.6
|
|
0.5
|
|
1.6
|
|
1.5
|
|
||||
Amortization of deferred net transition obligation, net of tax of $0, $0.1, $0 and $0.1, respectively
|
—
|
|
0.1
|
|
—
|
|
0.1
|
|
||||
Amortization of prior service cost, net of tax of $(0.3), ($0.3), $(0.8) and ($0.8), respectively
|
(0.5
|
)
|
(0.5
|
)
|
(1.4
|
)
|
(1.4
|
)
|
||||
Deferred commodity contracts hedging gains reclassified in net income, net of tax of $0.3, $0, $0.2 and ($1.6), respectively
|
0.3
|
|
—
|
|
0.2
|
|
(3.6
|
)
|
||||
Deferred commodity contracts hedging losses, net of tax of $0, ($0.3), $0 and ($0.5), respectively
|
—
|
|
(0.5
|
)
|
—
|
|
(0.5
|
)
|
||||
Amortization of deferred interest rate swap hedging losses, net of tax of $0, $0, $0.1 and $0.1, respectively
|
0.1
|
|
0.1
|
|
0.2
|
|
0.2
|
|
||||
Other comprehensive income (loss), net of tax
|
1.4
|
|
0.5
|
|
3.4
|
|
(1.3
|
)
|
||||
Comprehensive income (loss)
|
216.6
|
|
192.9
|
|
339.6
|
|
340.2
|
|
||||
Less: Comprehensive income attributable to noncontrolling interests
|
—
|
|
6.9
|
|
6.3
|
|
24.1
|
|
||||
Less: Deconsolidation of Enogex Holdings
|
—
|
|
—
|
|
6.1
|
|
—
|
|
||||
Total comprehensive income attributable to OGE Energy
|
$
|
216.6
|
|
$
|
186.0
|
|
$
|
327.2
|
|
$
|
316.1
|
|
|
Nine Months Ended
|
|||||
|
September 30,
|
|||||
(In millions)
|
2013
|
2012
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
||||
Net income
|
$
|
336.2
|
|
$
|
341.5
|
|
Adjustments to reconcile net income to net cash provided from operating activities
|
|
|
||||
Depreciation and amortization
|
233.0
|
|
273.0
|
|
||
Impairment of assets
|
—
|
|
0.3
|
|
||
Deferred income taxes and investment tax credits, net
|
106.5
|
|
130.9
|
|
||
Equity in earnings of unconsolidated affiliates
|
(64.5
|
)
|
—
|
|
||
Allowance for equity funds used during construction
|
(4.4
|
)
|
(4.9
|
)
|
||
(Gain) loss on disposition and abandonment of assets
|
(8.7
|
)
|
1.8
|
|
||
Gain on insurance proceeds
|
—
|
|
(7.5
|
)
|
||
Stock-based compensation
|
(4.9
|
)
|
(7.1
|
)
|
||
Distributions from unconsolidated affiliates
|
17.4
|
|
—
|
|
||
Regulatory assets
|
7.4
|
|
17.5
|
|
||
Regulatory liabilities
|
(16.9
|
)
|
(12.8
|
)
|
||
Other assets
|
(9.2
|
)
|
(3.1
|
)
|
||
Other liabilities
|
(18.5
|
)
|
(22.4
|
)
|
||
Change in certain current assets and liabilities
|
|
|
||||
Accounts receivable, net
|
(111.8
|
)
|
(68.2
|
)
|
||
Accrued unbilled revenues
|
(13.3
|
)
|
(3.2
|
)
|
||
Income taxes receivable
|
1.6
|
|
1.0
|
|
||
Fuel, materials and supplies inventories
|
5.2
|
|
13.7
|
|
||
Fuel clause under recoveries
|
—
|
|
1.0
|
|
||
Other current assets
|
(0.2
|
)
|
(11.7
|
)
|
||
Accounts payable
|
(15.3
|
)
|
(81.5
|
)
|
||
Accounts payable - unconsolidated affiliates
|
4.9
|
|
—
|
|
||
Fuel clause over recoveries
|
(97.2
|
)
|
99.4
|
|
||
Other current liabilities
|
3.9
|
|
20.3
|
|
||
Net Cash Provided from Operating Activities
|
351.2
|
|
678.0
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
||||
Capital expenditures (less allowance for equity funds used during construction)
|
(772.9
|
)
|
(792.8
|
)
|
||
Investment in unconsolidated affiliates
|
(2.7
|
)
|
—
|
|
||
Acquisition of gathering assets
|
—
|
|
(80.5
|
)
|
||
Proceeds from insurance
|
—
|
|
7.6
|
|
||
Reimbursement of capital expenditures
|
—
|
|
28.2
|
|
||
Proceeds from sale of assets
|
36.2
|
|
0.9
|
|
||
Net Cash Used in Investing Activities
|
(739.4
|
)
|
(836.6
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
||||
Proceeds from long-term debt
|
247.4
|
|
250.0
|
|
||
Changes in advances with unconsolidated affiliates
|
131.8
|
|
—
|
|
||
Contributions from noncontrolling interest partners
|
107.0
|
|
1.0
|
|
||
Increase in short-term debt
|
16.1
|
|
178.5
|
|
||
Issuance of common stock
|
10.8
|
|
10.9
|
|
||
Repayment of line of credit
|
—
|
|
(150.0
|
)
|
||
Payment of long-term debt
|
(0.2
|
)
|
—
|
|
||
Distributions to noncontrolling interest partners
|
(2.5
|
)
|
(10.3
|
)
|
||
Dividends paid on common stock
|
(124.0
|
)
|
(115.9
|
)
|
||
Net Cash Provided from Financing Activities
|
386.4
|
|
164.2
|
|
||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(1.8
|
)
|
5.6
|
|
||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
1.8
|
|
4.6
|
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
—
|
|
$
|
10.2
|
|
(In millions)
|
September 30, 2013 (Unaudited)
|
December 31, 2012
|
||||
ASSETS
|
|
|
||||
CURRENT ASSETS
|
|
|
||||
Cash and cash equivalents
|
$
|
—
|
|
$
|
1.8
|
|
Accounts receivable, less reserve of $2.0 and $2.6, respectively
|
257.2
|
|
295.3
|
|
||
Accounts receivable - unconsolidated affiliates
|
9.0
|
|
—
|
|
||
Accrued unbilled revenues
|
70.7
|
|
57.4
|
|
||
Income taxes receivable
|
5.6
|
|
7.2
|
|
||
Fuel inventories
|
75.5
|
|
93.3
|
|
||
Materials and supplies, at average cost
|
79.5
|
|
80.9
|
|
||
Deferred income taxes
|
230.2
|
|
187.7
|
|
||
Assets held for sale
|
—
|
|
25.5
|
|
||
Other
|
30.3
|
|
45.1
|
|
||
Total current assets
|
758.0
|
|
794.2
|
|
||
OTHER PROPERTY AND INVESTMENTS
|
|
|
||||
Investment in unconsolidated affiliates
|
1,295.8
|
|
—
|
|
||
Other
|
56.2
|
|
52.2
|
|
||
Total other property and investments
|
1,352.0
|
|
52.2
|
|
||
PROPERTY, PLANT AND EQUIPMENT
|
|
|
||||
In service
|
8,929.5
|
|
11,504.4
|
|
||
Construction work in progress
|
501.1
|
|
387.5
|
|
||
Total property, plant and equipment
|
9,430.6
|
|
11,891.9
|
|
||
Less accumulated depreciation
|
2,935.0
|
|
3,547.1
|
|
||
Net property, plant and equipment
|
6,495.6
|
|
8,344.8
|
|
||
DEFERRED CHARGES AND OTHER ASSETS
|
|
|
||||
Regulatory assets
|
496.2
|
|
510.6
|
|
||
Intangible assets, net
|
—
|
|
127.4
|
|
||
Goodwill
|
—
|
|
39.4
|
|
||
Other
|
42.4
|
|
53.6
|
|
||
Total deferred charges and other assets
|
538.6
|
|
731.0
|
|
||
TOTAL ASSETS
|
$
|
9,144.2
|
|
$
|
9,922.2
|
|
(In millions)
|
September 30, 2013 (Unaudited)
|
December 31, 2012
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
||||
CURRENT LIABILITIES
|
|
|
||||
Short-term debt
|
$
|
447.0
|
|
$
|
430.9
|
|
Accounts payable
|
171.1
|
|
396.7
|
|
||
Dividends payable
|
41.4
|
|
41.2
|
|
||
Customer deposits
|
69.5
|
|
70.3
|
|
||
Accrued taxes
|
57.2
|
|
48.1
|
|
||
Accrued interest
|
33.6
|
|
55.0
|
|
||
Accrued compensation
|
53.3
|
|
55.2
|
|
||
Fuel clause over recoveries
|
12.0
|
|
109.2
|
|
||
Other
|
56.4
|
|
69.8
|
|
||
Total current liabilities
|
941.5
|
|
1,276.4
|
|
||
LONG-TERM DEBT
|
2,400.0
|
|
2,848.6
|
|
||
DEFERRED CREDITS AND OTHER LIABILITIES
|
|
|
||||
Accrued benefit obligations
|
367.7
|
|
399.8
|
|
||
Deferred income taxes
|
2,105.3
|
|
1,948.8
|
|
||
Deferred investment tax credits
|
2.4
|
|
3.9
|
|
||
Regulatory liabilities
|
242.7
|
|
245.1
|
|
||
Deferred revenues
|
0.3
|
|
37.7
|
|
||
Other
|
89.7
|
|
89.5
|
|
||
Total deferred credits and other liabilities
|
2,808.1
|
|
2,724.8
|
|
||
Total liabilities
|
6,149.6
|
|
6,849.8
|
|
||
COMMITMENTS AND CONTINGENCIES (NOTE 13)
|
|
|
||||
STOCKHOLDERS' EQUITY
|
|
|
||||
Common stockholders' equity
|
1,067.8
|
|
1,047.4
|
|
||
Retained earnings
|
1,978.7
|
|
1,772.4
|
|
||
Accumulated other comprehensive loss, net of tax
|
(51.9
|
)
|
(49.1
|
)
|
||
Treasury stock, at cost
|
—
|
|
(3.5
|
)
|
||
Total OGE Energy stockholders' equity
|
2,994.6
|
|
2,767.2
|
|
||
Noncontrolling interests
|
—
|
|
305.2
|
|
||
Total stockholders' equity
|
2,994.6
|
|
3,072.4
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
9,144.2
|
|
$
|
9,922.2
|
|
(In millions)
|
Common Stock
|
Premium on Common Stock
|
Retained Earnings
|
Accumulated Other Comprehensive Income (Loss)
|
Noncontrolling Interest
|
Treasury Stock
|
Total
|
||||||||||||||
Balance at December 31, 2012
|
$
|
1.0
|
|
$
|
1,046.4
|
|
$
|
1,772.4
|
|
$
|
(49.1
|
)
|
$
|
305.2
|
|
$
|
(3.5
|
)
|
$
|
3,072.4
|
|
Net income
|
—
|
|
—
|
|
330.0
|
|
—
|
|
6.2
|
|
—
|
|
336.2
|
|
|||||||
Other comprehensive income (loss), net of tax
|
—
|
|
—
|
|
—
|
|
3.3
|
|
0.1
|
|
—
|
|
3.4
|
|
|||||||
Dividends declared on common stock
|
—
|
|
—
|
|
(124.2
|
)
|
—
|
|
—
|
|
—
|
|
(124.2
|
)
|
|||||||
Issuance of common stock
|
—
|
|
10.8
|
|
—
|
|
—
|
|
—
|
|
—
|
|
10.8
|
|
|||||||
Stock-based compensation and other
|
—
|
|
(4.2
|
)
|
—
|
|
—
|
|
(0.8
|
)
|
3.5
|
|
(1.5
|
)
|
|||||||
Contributions from noncontrolling interest partners
|
—
|
|
22.5
|
|
—
|
|
—
|
|
84.5
|
|
—
|
|
107.0
|
|
|||||||
Distributions to noncontrolling interest partners
|
—
|
|
—
|
|
—
|
|
—
|
|
(2.5
|
)
|
—
|
|
(2.5
|
)
|
|||||||
Deconsolidation of Enogex Holdings
|
—
|
|
—
|
|
0.5
|
|
(6.1
|
)
|
(392.7
|
)
|
—
|
|
(398.3
|
)
|
|||||||
Deferred income taxes attributable to contributions from noncontrolling interest partners
|
—
|
|
(8.7
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(8.7
|
)
|
|||||||
2-for-1 forward stock split
|
1.0
|
|
(1.0
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Balance at September 30, 2013
|
$
|
2.0
|
|
$
|
1,065.8
|
|
$
|
1,978.7
|
|
$
|
(51.9
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
2,994.6
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2011
|
$
|
1.0
|
|
$
|
1,034.3
|
|
$
|
1,574.8
|
|
$
|
(40.6
|
)
|
$
|
256.0
|
|
$
|
(6.2
|
)
|
$
|
2,819.3
|
|
Net income
|
—
|
|
—
|
|
316.5
|
|
—
|
|
25.0
|
|
—
|
|
341.5
|
|
|||||||
Other comprehensive income (loss), net of tax
|
—
|
|
—
|
|
—
|
|
(0.4
|
)
|
(0.9
|
)
|
—
|
|
(1.3
|
)
|
|||||||
Dividends declared on common stock
|
—
|
|
—
|
|
(116.2
|
)
|
—
|
|
—
|
|
—
|
|
(116.2
|
)
|
|||||||
Issuance of common stock
|
—
|
|
10.9
|
|
—
|
|
—
|
|
—
|
|
—
|
|
10.9
|
|
|||||||
Stock-based compensation and other
|
—
|
|
(11.6
|
)
|
—
|
|
—
|
|
(2.9
|
)
|
6.1
|
|
(8.4
|
)
|
|||||||
Contributions from noncontrolling interest partners
|
—
|
|
—
|
|
—
|
|
—
|
|
1.0
|
|
—
|
|
1.0
|
|
|||||||
Distributions to noncontrolling interest partners
|
—
|
|
—
|
|
—
|
|
—
|
|
(10.3
|
)
|
—
|
|
(10.3
|
)
|
|||||||
Balance at September 30, 2012
|
$
|
1.0
|
|
$
|
1,033.6
|
|
$
|
1,775.1
|
|
$
|
(41.0
|
)
|
$
|
267.9
|
|
$
|
(0.1
|
)
|
$
|
3,036.5
|
|
1.
|
Summary of Significant Accounting Policies
|
(In millions)
|
September 30, 2013
|
December 31, 2012
|
||||
Regulatory Assets
|
|
|
||||
Current
|
|
|
||||
Oklahoma demand program rider under recovery (A)
|
$
|
9.5
|
|
$
|
9.2
|
|
Crossroads wind farm rider under recovery (A)
|
7.2
|
|
14.9
|
|
||
Other (A)
|
6.8
|
|
2.9
|
|
||
Total Current Regulatory Assets
|
$
|
23.5
|
|
$
|
27.0
|
|
Non-Current
|
|
|
|
|
||
Benefit obligations regulatory asset
|
$
|
350.1
|
|
$
|
370.6
|
|
Income taxes recoverable from customers, net
|
55.7
|
|
54.7
|
|
||
Smart Grid
|
43.4
|
|
42.8
|
|
||
Deferred storm expenses
|
18.3
|
|
12.7
|
|
||
Unamortized loss on reacquired debt
|
12.1
|
|
13.0
|
|
||
Deferred pension expenses
|
1.9
|
|
4.5
|
|
||
Other
|
14.7
|
|
12.3
|
|
||
Total Non-Current Regulatory Assets
|
$
|
496.2
|
|
$
|
510.6
|
|
Regulatory Liabilities
|
|
|
|
|
||
Current
|
|
|
|
|
||
Fuel clause over recoveries
|
$
|
12.0
|
|
$
|
109.2
|
|
Smart Grid rider over recovery (B)
|
19.1
|
|
24.1
|
|
||
Other (B)
|
2.6
|
|
7.8
|
|
||
Total Current Regulatory Liabilities
|
$
|
33.7
|
|
$
|
141.1
|
|
Non-Current
|
|
|
|
|
||
Accrued removal obligations, net
|
$
|
219.2
|
|
$
|
218.2
|
|
Pension tracker
|
14.2
|
|
9.2
|
|
||
Deferred pension credits
|
9.3
|
|
17.7
|
|
||
Total Non-Current Regulatory Liabilities
|
$
|
242.7
|
|
$
|
245.1
|
|
(A)
|
Included in Other Current Assets on the
Condensed
Consolidated
Balance Sheets.
|
(B)
|
Included in Other Current Liabilities on the
Condensed
Consolidated
Balance Sheets.
|
|
Nine Months Ended
|
|||||
|
September 30,
|
|||||
(In millions)
|
2013
|
2012
|
||||
Balance at January 1
|
$
|
54.0
|
|
$
|
24.8
|
|
Liabilities settled (A)
|
(0.4
|
)
|
0.3
|
|
||
Accretion expense
|
1.7
|
|
1.6
|
|
||
Revisions in estimated cash flows (B)
|
(0.7
|
)
|
26.7
|
|
||
Balance at September 30
|
$
|
54.6
|
|
$
|
53.4
|
|
(A)
|
As a result of the formation of Enable Midstream Partners on May 1, 2013, the Company has
no
obligations at
September 30, 2013
under OGE Holdings' asset retirement obligations previously disclosed in the Company's
2012
10-K.
|
(B)
|
Due to changes to OG&E's asset retirement obligations related to its wind farms as a result of changes in the assumption related to the timing of removal used in the valuation of the asset retirement obligations.
|
|
Pension Plan and Restoration of Retirement Income Plan
|
|
Postretirement Benefit Plans
|
|
|
|
|
||||||||||||||||||
|
Net loss
|
Prior service cost
|
|
Net loss
|
Prior service cost
|
Deferred commodity contracts hedging gains
|
Deferred interest rate swap hedging losses
|
Less: Noncontrolling interest
|
Total
|
||||||||||||||||
Balance at December 31, 2012
|
$
|
(49.3
|
)
|
$
|
0.1
|
|
|
$
|
(15.7
|
)
|
$
|
7.2
|
|
$
|
0.1
|
|
$
|
(0.5
|
)
|
$
|
(9.0
|
)
|
$
|
(49.1
|
)
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
2.8
|
|
—
|
|
|
1.6
|
|
(1.4
|
)
|
0.2
|
|
0.2
|
|
0.1
|
|
3.3
|
|
||||||||
Deconsolidation of Enogex Holdings
|
2.8
|
|
—
|
|
|
1.0
|
|
(0.3
|
)
|
(0.7
|
)
|
—
|
|
8.9
|
|
(6.1
|
)
|
||||||||
Net current period other comprehensive income (loss)
|
5.6
|
|
—
|
|
|
2.6
|
|
(1.7
|
)
|
(0.5
|
)
|
0.2
|
|
9.0
|
|
(2.8
|
)
|
||||||||
Balance at September 30, 2013
|
$
|
(43.7
|
)
|
$
|
0.1
|
|
|
$
|
(13.1
|
)
|
$
|
5.5
|
|
$
|
(0.4
|
)
|
$
|
(0.3
|
)
|
$
|
—
|
|
$
|
(51.9
|
)
|
Details about Accumulated Other Comprehensive Loss Components
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
|
Affected Line Item in the Statement Where Net Income is Presented
|
|||||
|
Three Months Ended
|
Nine Months Ended
|
|
||||
|
September 30, 2013
|
September 30, 2013
|
|
||||
Gains (losses) on cash flow hedges
|
|
|
|
||||
Commodity contracts
|
$
|
(0.6
|
)
|
$
|
(0.4
|
)
|
Cost of goods sold
|
Interest rate swap
|
(0.1
|
)
|
(0.3
|
)
|
Interest expense
|
||
|
(0.7
|
)
|
(0.7
|
)
|
Total before tax
|
||
|
(0.3
|
)
|
(0.3
|
)
|
Tax benefit
|
||
|
$
|
(0.4
|
)
|
$
|
(0.4
|
)
|
Net of tax
|
|
|
|
|
||||
Amortization of defined benefit pension items
|
|
|
|
||||
Actuarial gains (losses)
|
$
|
(1.5
|
)
|
$
|
(4.6
|
)
|
(A)
|
Prior service cost
|
—
|
|
—
|
|
(A)
|
||
|
(1.5
|
)
|
(4.6
|
)
|
Total before tax
|
||
|
(0.6
|
)
|
(1.8
|
)
|
Tax benefit
|
||
|
(0.9
|
)
|
(2.8
|
)
|
Net of tax
|
||
|
—
|
|
(0.1
|
)
|
Noncontrolling interest
|
||
|
$
|
(0.9
|
)
|
$
|
(2.7
|
)
|
Net of tax and noncontrolling interest
|
|
|
|
|
||||
Amortization of postretirement benefit plan items
|
|
|
|
||||
Actuarial gains (losses)
|
$
|
(0.9
|
)
|
$
|
(2.5
|
)
|
(A)
|
Prior service cost
|
0.8
|
|
2.2
|
|
(A)
|
||
|
(0.1
|
)
|
(0.3
|
)
|
Total before tax
|
||
|
—
|
|
(0.1
|
)
|
Tax benefit
|
||
|
$
|
(0.1
|
)
|
$
|
(0.2
|
)
|
Net of tax
|
|
|
|
|
||||
Total reclassifications for the period
|
$
|
(1.4
|
)
|
$
|
(3.3
|
)
|
Net of tax and noncontrolling interest
|
(A)
|
These accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit cost (see Note 11 for additional information).
|
2.
|
Accounting Pronouncement
|
3.
|
Investment in Unconsolidated Affiliates and Related Party Transactions
|
|
Three Months Ended
|
Five Months Ended
|
||||
|
September 30,
|
September 30,
|
||||
(In millions)
|
2013
|
2013
|
||||
Operating Revenues:
|
|
|
||||
Electricity to power electric compression assets
|
$
|
3.9
|
|
$
|
5.2
|
|
Cost of Goods Sold:
|
|
|
||||
Natural gas transportation services
|
$
|
8.7
|
|
$
|
14.5
|
|
Natural gas storage services
|
3.1
|
|
5.4
|
|
||
Natural gas purchases (A)
|
9.4
|
|
11.9
|
|
(A)
|
At
September 30, 2013
,
there
was
$1.4 million
of natural gas purchases recorded for these activities.
|
Balance Sheet
|
September 30, 2013
|
||
|
(In millions)
|
||
Current assets
|
$
|
427.5
|
|
Non-current assets
|
10,537.1
|
|
|
Current liabilities
|
622.1
|
|
|
Non-current liabilities
|
2,140.4
|
|
|
Three Months Ended
|
Five Months Ended
|
||||
Income Statement
|
September 30, 2013
|
September 30, 2013
|
||||
|
(In millions)
|
|||||
Operating revenues
|
$
|
796.4
|
|
$
|
1,298.4
|
|
Gross margin
|
337.1
|
|
544.5
|
|
||
Operating income
|
132.0
|
|
206.7
|
|
||
Net income
|
123.3
|
|
188.4
|
|
|
Three Months Ended
|
Five Months Ended
|
||||
Reconciliation of Equity in Earnings of Unconsolidated Affiliates
|
September 30, 2013
|
September 30, 2013
|
||||
|
(In millions)
|
|||||
OGE's 28.5% share of Enable Net Income
|
$
|
35.1
|
|
$
|
53.6
|
|
Amortization of basis difference
|
5.9
|
|
5.9
|
|
||
Elimination of Enogex Holdings fair value adjustments
|
5.0
|
|
5.0
|
|
||
OGE's Equity in earnings of unconsolidated affiliates
|
$
|
46.0
|
|
$
|
64.5
|
|
4.
|
Fair Value Measurements
|
December 31, 2012
|
||||||||||||
(In millions)
|
Commodity Contracts
|
Gas Imbalances (A)
|
||||||||||
|
Assets
|
Liabilities
|
Assets (B)
|
Liabilities (C)
|
||||||||
Quoted market prices in active market for identical assets (Level 1)
|
$
|
5.0
|
|
$
|
5.0
|
|
$
|
—
|
|
$
|
—
|
|
Significant other observable inputs (Level 2)
|
0.5
|
|
0.5
|
|
3.1
|
|
3.8
|
|
||||
Total fair value
|
5.5
|
|
5.5
|
|
3.1
|
|
3.8
|
|
||||
Netting adjustments
|
(5.0
|
)
|
(5.2
|
)
|
—
|
|
—
|
|
||||
Total
|
$
|
0.5
|
|
$
|
0.3
|
|
$
|
3.1
|
|
$
|
3.8
|
|
(A)
|
The Company uses the market approach to fair value its gas imbalance assets and liabilities, using an average of the Inside FERC Gas Market Report for Panhandle Eastern Pipe Line Co. (Texas, Oklahoma Mainline), ONEOK (Oklahoma) and ANR Pipeline (Oklahoma) indices.
|
(B)
|
Gas imbalance assets exclude fuel reserves for under retained fuel due from shippers of
$5.9 million
at
December 31, 2012
,
which fuel reserves are based on the value of natural gas at the time the imbalance was created and which are not subject to revaluation at fair market value.
|
(C)
|
Gas imbalance liabilities exclude fuel reserves for over retained fuel due to shippers of
$1.2 million
at
December 31, 2012
,
which fuel reserves are based on the value of natural gas at the time the imbalance was created and which are not subject to revaluation at fair market value.
|
|
September 30, 2013
|
December 31, 2012
|
||||||||||
(In millions)
|
Carrying Amount
|
Fair
Value |
Carrying Amount
|
Fair
Value |
||||||||
Long-Term Debt
|
|
|
|
|
||||||||
OG&E Senior Notes
|
$
|
2,154.3
|
|
$
|
2,455.2
|
|
$
|
1,904.2
|
|
$
|
2,401.6
|
|
OG&E Industrial Authority Bonds
|
135.4
|
|
135.4
|
|
135.4
|
|
135.4
|
|
||||
OG&E Tinker Debt
|
10.4
|
|
9.1
|
|
10.7
|
|
10.0
|
|
||||
OGE Energy Senior Notes
|
99.9
|
|
103.7
|
|
99.9
|
|
106.3
|
|
||||
Enogex LLC Senior Notes
|
(A)
|
|
(A)
|
|
448.4
|
|
493.4
|
|
||||
Enogex LLC Term Loan
|
(A)
|
|
(A)
|
|
250.0
|
|
250.0
|
|
(A)
|
As a result of the formation of Enable Midstream Partners on May 1, 2013 and the Company's deconsolidation of Enogex Holdings, the Company's consolidated financial statements do not include any obligations for the Enogex LLC Senior Notes and Enogex LLC Term Loan as of May 1, 2013.
|
5.
|
Derivative Instruments and Hedging Activities
|
|
|
Fair Value
|
|||||
Instrument
|
Balance Sheet Location
|
Assets
|
Liabilities
|
||||
|
|
(In millions)
|
|||||
Derivatives Designated as Hedging Instruments
|
|
|
|
||||
Natural Gas
|
|
|
|
||||
Financial Futures/Swaps
|
Other Current Assets
|
$
|
—
|
|
$
|
0.5
|
|
Total
|
$
|
—
|
|
$
|
0.5
|
|
|
|
|
|
|
||||
Derivatives Not Designated as Hedging Instruments
|
|
|
|
||||
Natural Gas
|
|
|
|
||||
Financial Futures/Swaps
|
Current PRM
|
$
|
0.1
|
|
$
|
—
|
|
|
Other Current Assets
|
5.0
|
|
4.7
|
|
||
Physical Purchases/Sales
|
Current PRM
|
0.4
|
|
0.3
|
|
||
Total
|
$
|
5.5
|
|
$
|
5.0
|
|
|
Total Gross Derivatives (A)
|
$
|
5.5
|
|
$
|
5.5
|
|
(A)
|
See Note 4 for a reconciliation of the Company's total derivatives fair value to the Company's Condensed Consolidated Balance Sheet at
December 31, 2012
.
|
(In millions)
|
Amount Recognized in Other Comprehensive Income
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) into Income
|
Amount Recognized in Income |
||||||
Natural Gas Financial Futures/Swaps
|
$
|
(0.8
|
)
|
$
|
—
|
|
$
|
—
|
|
Interest Rate Swap
|
—
|
|
(0.1
|
)
|
—
|
|
|||
Total
|
$
|
(0.8
|
)
|
$
|
(0.1
|
)
|
$
|
—
|
|
(In millions)
|
Amount Recognized in Income
|
||
Natural Gas Physical Purchases/Sales
|
$
|
(2.7
|
)
|
Natural Gas Financial Futures/Swaps
|
(0.2
|
)
|
|
Total
|
$
|
(2.9
|
)
|
(In millions)
|
Amount Recognized in Other Comprehensive Income
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) into Income
|
Amount Recognized in Income |
||||||
Natural Gas Financial Futures/Swaps
|
$
|
(1.0
|
)
|
$
|
5.2
|
|
$
|
—
|
|
Interest Rate Swap
|
—
|
|
(0.3
|
)
|
—
|
|
|||
Total
|
$
|
(1.0
|
)
|
$
|
4.9
|
|
$
|
—
|
|
(In millions)
|
Amount Recognized in Income
|
||
Natural Gas Physical Purchases/Sales
|
$
|
(8.8
|
)
|
Natural Gas Financial Futures/Swaps
|
0.8
|
|
|
Total
|
$
|
(8.0
|
)
|
6.
|
Stock-Based Compensation
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||
|
September 30,
|
September 30,
|
||||||||||
(In millions)
|
2013
|
2012
|
2013
|
2012
|
||||||||
Performance units
|
|
|
|
|
||||||||
Total shareholder return
|
$
|
2.5
|
|
$
|
1.9
|
|
$
|
6.4
|
|
$
|
5.7
|
|
Earnings per share
|
0.6
|
|
0.7
|
|
1.9
|
|
2.0
|
|
||||
Total performance units
|
3.1
|
|
2.6
|
|
8.3
|
|
7.7
|
|
||||
Restricted stock
|
0.1
|
|
0.1
|
|
0.3
|
|
0.5
|
|
||||
Total compensation expense
|
3.2
|
|
2.7
|
|
8.6
|
|
8.2
|
|
||||
Less: Amount paid by unconsolidated affiliates
|
1.4
|
|
—
|
|
2.0
|
|
—
|
|
||||
Net compensation expense
|
$
|
1.8
|
|
$
|
2.7
|
|
$
|
6.6
|
|
$
|
8.2
|
|
Income tax benefit
|
$
|
0.7
|
|
$
|
1.0
|
|
$
|
2.6
|
|
$
|
3.2
|
|
7.
|
Income Taxes
|
8.
|
Common Equity
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||
|
September 30,
|
September 30,
|
||||||||||
(In millions)
|
2013
|
2012
|
2013
|
2012
|
||||||||
Net Income Attributable to OGE Energy
|
$
|
215.2
|
|
$
|
185.5
|
|
$
|
330.0
|
|
$
|
316.5
|
|
Average Common Shares Outstanding
|
|
|
|
|
||||||||
Basic average common shares outstanding
|
198.4
|
|
197.4
|
|
198.1
|
|
197.0
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
||||||||
Contingently issuable shares (performance units)
|
1.3
|
|
0.9
|
|
1.2
|
|
0.9
|
|
||||
Diluted average common shares outstanding
|
199.7
|
|
198.3
|
|
199.3
|
|
197.9
|
|
||||
Basic Earnings Per Average Common Share Attributable to OGE Energy Common Shareholders
|
$
|
1.08
|
|
$
|
0.94
|
|
$
|
1.67
|
|
$
|
1.61
|
|
Diluted Earnings Per Average Common Share Attributable to OGE Energy Common Shareholders
|
$
|
1.08
|
|
$
|
0.94
|
|
$
|
1.66
|
|
$
|
1.60
|
|
Anti-dilutive shares excluded from earnings per share calculation
|
—
|
|
—
|
|
—
|
|
—
|
|
9.
|
Long-Term Debt
|
SERIES
|
DATE DUE
|
AMOUNT
|
||||
|
|
|
|
(In millions)
|
||
0.18%
|
-
|
0.34%
|
Garfield Industrial Authority, January 1, 2025
|
$
|
47.0
|
|
0.12%
|
-
|
0.39%
|
Muskogee Industrial Authority, January 1, 2025
|
32.4
|
|
|
0.11%
|
-
|
0.30%
|
Muskogee Industrial Authority, June 1, 2027
|
56.0
|
|
|
Total (redeemable during next 12 months)
|
$
|
135.4
|
|
10.
|
Short-Term Debt and Credit
Facilities
|
|
Aggregate
|
|
Amount
|
Weighted-Average
|
|
|
|
|||||
Entity
|
Commitment
|
|
Outstanding (A)
|
Interest Rate
|
|
Maturity
|
|
|||||
|
(In millions)
|
|
|
|
|
|||||||
OGE Energy (B)
|
$
|
750.0
|
|
|
$
|
447.0
|
|
0.30
|
%
|
(E)
|
December 13, 2017
|
(F)
|
OG&E (C)
|
400.0
|
|
|
2.1
|
|
0.53
|
%
|
(E)
|
December 13, 2017
|
(F)
|
||
Total
|
$
|
1,150.0
|
|
(D)
|
$
|
449.1
|
|
0.30
|
%
|
|
|
|
(A)
|
Includes direct borrowings under the revolving credit agreements, commercial paper borrowings and letters of credit at
September 30, 2013
.
|
(B)
|
This bank facility is available to back up OGE Energy's commercial paper borrowings and to provide revolving credit borrowings. This
bank
facility
can also be used as
a
letter of credit
facility.
|
(C)
|
This bank facility is
available to back up OG&E's commercial paper borrowings and to provide revolving credit borrowings. This bank facility can also be used as a letter of credit facility.
|
(D)
|
Effective May 1, 2013, Enable Midstream Partners entered into a
$1.4 billion
,
five-year senior unsecured revolving credit facility in accordance with the terms of the Master Formation Agreement and Enogex LLC's
$400 million
revolving credit facility was terminated.
|
(E)
|
Represents the weighted-average interest rate for the outstanding borrowings under the revolving credit agreements, commercial paper borrowings and letters of credit.
|
(F)
|
In December 2011,
the Company and
OG&E entered into
unsecured five-year revolving credit agreement
s to total in the aggregate
$1,150.0 million
(
$750 million
for the Company and
$400 million
for OG&E).
Each of the
credit facilit
ies
contain
an option, which may be exercised up to two times, to extend the term for an additional year, subject to consent of a specified percentage of the lenders. Effective July 29, 2013,
the Company and
OG&E utilized one of these one-year extensions, and received consent from all of the lenders, to extend the maturity of
their
credit agreement
s
to December 13, 2017.
|
11.
|
Retirement Plans and Postretirement Benefit Plans
|
|
Pension Plan
|
|
Restoration of Retirement
Income Plan |
||||||||||||||||||||||
|
Three Months
Ended |
Nine Months
Ended |
|
Three Months
Ended |
Nine Months
Ended |
||||||||||||||||||||
|
September 30,
|
September 30,
|
|
September 30,
|
September 30,
|
||||||||||||||||||||
(In millions)
|
2013 (B)
|
2012 (B)
|
2013 (C)
|
2012 (C)
|
|
2013 (B)
|
2012 (B)
|
2013 (C)
|
2012 (C)
|
||||||||||||||||
Service cost
|
$
|
4.8
|
|
$
|
4.5
|
|
$
|
14.3
|
|
$
|
13.5
|
|
|
$
|
0.3
|
|
$
|
0.3
|
|
$
|
0.9
|
|
$
|
0.8
|
|
Interest cost
|
6.6
|
|
7.5
|
|
20.0
|
|
22.5
|
|
|
0.1
|
|
0.1
|
|
0.4
|
|
0.4
|
|
||||||||
Expected return on plan assets
|
(12.1
|
)
|
(11.5
|
)
|
(36.3
|
)
|
(34.5
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Amortization of net loss
|
6.6
|
|
6.0
|
|
19.8
|
|
17.9
|
|
|
0.1
|
|
0.1
|
|
0.3
|
|
0.3
|
|
||||||||
Amortization of unrecognized prior service cost (A)
|
0.5
|
|
0.5
|
|
1.4
|
|
1.6
|
|
|
0.1
|
|
0.2
|
|
0.2
|
|
0.5
|
|
||||||||
Total net periodic benefit cost
|
6.4
|
|
7.0
|
|
19.2
|
|
21.0
|
|
|
0.6
|
|
0.7
|
|
1.8
|
|
2.0
|
|
||||||||
Less: Amount paid by unconsolidated affiliates
|
1.5
|
|
—
|
|
2.5
|
|
—
|
|
|
0.1
|
|
—
|
|
0.1
|
|
—
|
|
||||||||
Net periodic benefit cost (net of unconsolidated affiliates)
|
$
|
4.9
|
|
$
|
7.0
|
|
$
|
16.7
|
|
$
|
21.0
|
|
|
$
|
0.5
|
|
$
|
0.7
|
|
$
|
1.7
|
|
$
|
2.0
|
|
(A)
|
Unamortized prior service cost is amortized on a straight-line basis over the average remaining service period to the first eligibility age of participants who are expected to receive a benefit and are active at the date of the plan amendment.
|
(B)
|
In addition to the
$5.4 million
and
$7.7 million
of net periodic benefit cost recognized
during the
three
months ended
September 30, 2013
and
2012
,
respectively
,
OG&E recognized an increase in pension expense during the
three
months ended
September 30, 2013
and
2012
of
$1.5 million
and
$1.9 million
,
respectively,
to maintain the allowable amount to be recovered for pension expense in the Oklahoma jurisdiction which are included in the Pension tracker regulatory liability (see Note 1).
|
(C)
|
In addition to the
$18.4 million
and
$23.0 million
of net periodic benefit cost recognized
during the
nine
months ended
September 30, 2013
and
2012
,
respectively
,
OG&E recognized an increase in pension expense during the
nine
months ended
September 30, 2013
and
2012
of
$4.6 million
and
$7.6 million
,
respectively,
to maintain the allowable amount to be recovered for pension expense in the Oklahoma jurisdiction which are included in the Pension tracker regulatory liability (see Note 1).
|
|
Postretirement Benefit Plans
|
|||||||||||
|
Three Months
Ended |
Nine Months
Ended |
||||||||||
|
September 30,
|
September 30,
|
||||||||||
(In millions)
|
2013 (B)
|
2012 (B)
|
2013 (C)
|
2012 (C)
|
||||||||
Service cost
|
$
|
1.1
|
|
$
|
1.0
|
|
$
|
3.3
|
|
$
|
3.1
|
|
Interest cost
|
2.5
|
|
2.9
|
|
7.7
|
|
8.9
|
|
||||
Expected return on plan assets
|
(0.6
|
)
|
(0.8
|
)
|
(1.9
|
)
|
(2.3
|
)
|
||||
Amortization of transition obligation
|
—
|
|
0.7
|
|
—
|
|
2.1
|
|
||||
Amortization of net loss
|
5.4
|
|
5.2
|
|
16.1
|
|
15.4
|
|
||||
Amortization of unrecognized prior service cost (A)
|
(4.1
|
)
|
(4.1
|
)
|
(12.4
|
)
|
(12.4
|
)
|
||||
Total net periodic benefit cost
|
4.3
|
|
4.9
|
|
12.8
|
|
14.8
|
|
||||
Less: Amount paid by unconsolidated affiliates
|
0.6
|
|
—
|
|
1.0
|
|
—
|
|
||||
Net periodic benefit cost (net of unconsolidated affiliates)
|
$
|
3.7
|
|
$
|
4.9
|
|
$
|
11.8
|
|
$
|
14.8
|
|
(A)
|
Unamortized prior service cost is amortized on a straight-line basis over the average remaining service period to the first eligibility age of participants who are expected to receive a benefit and are active at the date of the plan amendment.
|
(B)
|
In addition to the
$3.7 million
and
$4.9 million
of net periodic benefit cost recognized
during the
three
months ended
September 30, 2013
and
2012
,
respectively, OG&E recognized an increase in postretirement medical expense during
the
three
months ended
September 30, 2013
and
2012
of
$0.1 million
and
$0.1 million
,
respectively
,
to maintain the allowable amount to be recovered for postretirement medical expense in the Oklahoma jurisdiction which are included in the Pension tracker regulatory liability (see Note 1).
|
(C)
|
In addition to the
$11.8 million
and
$14.8 million
of net periodic benefit cost recognized
during the
nine
months ended
September 30, 2013
and
2012
,
respectively, OG&E recognized an increase in postretirement medical expense during
the
nine
months ended
September 30, 2013
and
2012
of
$0.4 million
and
$0.8 million
,
respectively
,
to maintain the allowable amount to be recovered for postretirement medical expense in the Oklahoma jurisdiction which are included in the Pension tracker regulatory liability (see Note 1).
|
12.
|
Report of Business Segments
|
Three Months Ended
September 30, 2013 |
Electric Utility
|
Natural Gas Midstream Operations
|
Other Operations
|
Eliminations
|
Total
|
||||||||||
(In millions)
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
723.2
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
723.2
|
|
Cost of goods sold
|
273.0
|
|
—
|
|
—
|
|
—
|
|
273.0
|
|
|||||
Gross margin on revenues
|
450.2
|
|
—
|
|
—
|
|
—
|
|
450.2
|
|
|||||
Other operation and maintenance
|
105.9
|
|
—
|
|
(3.7
|
)
|
—
|
|
102.2
|
|
|||||
Depreciation and amortization
|
62.5
|
|
—
|
|
2.9
|
|
—
|
|
65.4
|
|
|||||
Taxes other than income
|
20.8
|
|
—
|
|
0.9
|
|
—
|
|
21.7
|
|
|||||
Operating income (loss)
|
$
|
261.0
|
|
$
|
—
|
|
$
|
(0.1
|
)
|
$
|
—
|
|
$
|
260.9
|
|
Equity in earnings of unconsolidated affiliates
|
$
|
—
|
|
$
|
46.0
|
|
$
|
—
|
|
$
|
—
|
|
$
|
46.0
|
|
|
|
|
|
|
|
||||||||||
Investment in unconsolidated affiliates (at historical cost)
|
$
|
—
|
|
$
|
1,295.8
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,295.8
|
|
Total assets
|
$
|
7,704.0
|
|
$
|
1,311.3
|
|
$
|
172.2
|
|
$
|
(43.3
|
)
|
$
|
9,144.2
|
|
Three Months Ended
September 30, 2012 |
Electric Utility
|
Natural Gas Midstream Operations
|
Other Operations
|
Eliminations
|
Total
|
||||||||||
(In millions)
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
721.0
|
|
$
|
412.4
|
|
$
|
—
|
|
$
|
(20.0
|
)
|
$
|
1,113.4
|
|
Cost of goods sold
|
271.8
|
|
288.6
|
|
—
|
|
(20.8
|
)
|
539.6
|
|
|||||
Gross margin on revenues
|
449.2
|
|
123.8
|
|
—
|
|
0.8
|
|
573.8
|
|
|||||
Other operation and maintenance
|
108.6
|
|
42.3
|
|
(3.8
|
)
|
—
|
|
147.1
|
|
|||||
Depreciation and amortization
|
63.5
|
|
26.5
|
|
3.0
|
|
—
|
|
93.0
|
|
|||||
Taxes other than income
|
19.1
|
|
9.8
|
|
0.8
|
|
—
|
|
29.7
|
|
|||||
Operating income (loss)
|
$
|
258.0
|
|
$
|
45.2
|
|
$
|
—
|
|
$
|
0.8
|
|
$
|
304.0
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
7,082.3
|
|
$
|
2,562.7
|
|
$
|
276.6
|
|
$
|
(215.6
|
)
|
$
|
9,706.0
|
|
Nine Months Ended
September 30, 2013 |
Electric Utility
|
Natural Gas Midstream Operations
|
Other Operations
|
Eliminations
|
Total
|
||||||||||
(In millions)
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
1,753.3
|
|
$
|
630.4
|
|
$
|
—
|
|
$
|
(24.9
|
)
|
$
|
2,358.8
|
|
Cost of goods sold
|
733.6
|
|
489.0
|
|
—
|
|
(26.0
|
)
|
1,196.6
|
|
|||||
Gross margin on revenues
|
1,019.7
|
|
141.4
|
|
—
|
|
1.1
|
|
1,162.2
|
|
|||||
Other operation and maintenance
|
318.0
|
|
60.9
|
|
(6.7
|
)
|
—
|
|
372.2
|
|
|||||
Depreciation and amortization
|
185.8
|
|
36.8
|
|
9.1
|
|
—
|
|
231.7
|
|
|||||
Taxes other than income
|
63.9
|
|
10.5
|
|
3.7
|
|
—
|
|
78.1
|
|
|||||
Operating income (loss)
|
$
|
452.0
|
|
$
|
33.2
|
|
$
|
(6.1
|
)
|
$
|
1.1
|
|
$
|
480.2
|
|
Equity in earnings of unconsolidated affiliates
|
$
|
—
|
|
$
|
64.5
|
|
$
|
—
|
|
$
|
—
|
|
$
|
64.5
|
|
|
|
|
|
|
|
||||||||||
Investment in unconsolidated affiliates (at historical cost)
|
$
|
—
|
|
$
|
1,295.8
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,295.8
|
|
Total assets
|
$
|
7,704.0
|
|
$
|
1,311.3
|
|
$
|
172.2
|
|
$
|
(43.3
|
)
|
$
|
9,144.2
|
|
Nine Months Ended
September 30, 2012 |
Electric Utility
|
Natural Gas Midstream Operations
|
Other Operations
|
Eliminations
|
Total
|
||||||||||
(In millions)
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
1,675.7
|
|
$
|
1,186.0
|
|
$
|
—
|
|
$
|
(52.6
|
)
|
$
|
2,809.1
|
|
Cost of goods sold
|
671.9
|
|
816.5
|
|
—
|
|
(54.2
|
)
|
1,434.2
|
|
|||||
Gross margin on revenues
|
1,003.8
|
|
369.5
|
|
—
|
|
1.6
|
|
1,374.9
|
|
|||||
Other operation and maintenance
|
333.9
|
|
127.3
|
|
(13.5
|
)
|
—
|
|
447.7
|
|
|||||
Depreciation and amortization
|
185.9
|
|
74.2
|
|
10.0
|
|
—
|
|
270.1
|
|
|||||
Impairment of assets
|
—
|
|
0.3
|
|
—
|
|
—
|
|
0.3
|
|
|||||
Gain on insurance proceeds
|
—
|
|
(7.5
|
)
|
—
|
|
—
|
|
(7.5
|
)
|
|||||
Taxes other than income
|
58.4
|
|
22.8
|
|
3.5
|
|
—
|
|
84.7
|
|
|||||
Operating income (loss)
|
$
|
425.6
|
|
$
|
152.4
|
|
$
|
—
|
|
$
|
1.6
|
|
$
|
579.6
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
7,082.3
|
|
$
|
2,562.7
|
|
$
|
276.6
|
|
$
|
(215.6
|
)
|
$
|
9,706.0
|
|
13.
|
Commitments and Contingencies
|
14.
|
Rate Matters and Regulation
|
•
|
an increase
in net income at OG&E of
$4.3 million
,
or
2.6 percent
, or
$0.02
per diluted share of the Company's common stock,
primarily due to higher other income and lower other operation and maintenance expense, partially offset by higher income tax expense and taxes other than income
;
|
•
|
an increase
in net income attributable to OGE Holdings of
$27.9 million
,
or
$0.14
per diluted share of the Company's common stock,
due to the accretive effect to OGE Holdings of Enable Midstream Partners for the entire quarter
and a
reduction in deferred state income taxes, associated with a remeasurement of the accumulated deferred taxes related to the formation of Enable Midstream Partners, LP.
;
and
|
•
|
a decrease
in net income attributable to OGE Energy of
$2.5 million
,
or
$0.02
per diluted share
of the Company's common stock,
primarily due to
losses associated with valuation differences between the deferred compensation assets and liabilities for investments that are based on the Company's common stock
.
|
•
|
an increase
in net income at OG&E of
$10.8 million
,
or
4.3 percent
, or
$0.04
per diluted share of the Company's common stock,
primarily due to a higher gross margin and lower other operation and maintenance expense, partially offset by higher income taxes and taxes other than income
;
|
•
|
an increase
in net income attributable to OGE Holdings of
$9.1 million
, or
14.3 percent
,
or
$0.05
per diluted share of the Company's common stock,
due to the accretive effect to OGE Holdings of Enable Midstream Partners for five of the nine months presented, a
reduction in deferred state income taxes, associated with a remeasurement
|
•
|
a decrease
in net income attributable to OGE Energy of
$6.4 million
,
or
$0.03
per diluted share
of the Company's common stock,
primarily due to transaction expenses related to the formation of Enable Midstream Partners as discussed in Note 3 of Notes to Condensed Consolidated Financial Statements and
losses associated with valuation differences between the deferred compensation assets and liabilities for investments that are based on the Company's common stock
, partially offset by a decrease in income taxes.
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||
|
September 30,
|
September 30,
|
||||||||||
(In millions except per share data)
|
2013
|
2012
|
2013
|
2012
|
||||||||
Operating income
|
$
|
260.9
|
|
$
|
304.0
|
|
$
|
480.2
|
|
$
|
579.6
|
|
Net income attributable to OGE Energy
|
$
|
215.2
|
|
$
|
185.5
|
|
$
|
330.0
|
|
$
|
316.5
|
|
Basic average common shares outstanding
|
198.4
|
|
197.4
|
|
198.1
|
|
197.0
|
|
||||
Diluted average common shares outstanding
|
199.7
|
|
198.3
|
|
199.3
|
|
197.9
|
|
||||
Basic earnings per average common share attributable to OGE Energy common shareholders
|
$
|
1.08
|
|
$
|
0.94
|
|
$
|
1.67
|
|
$
|
1.61
|
|
Diluted earnings per average common share attributable to OGE Energy common shareholders
|
$
|
1.08
|
|
$
|
0.94
|
|
$
|
1.66
|
|
$
|
1.60
|
|
Dividends declared per common share
|
$
|
0.20875
|
|
$
|
0.19625
|
|
$
|
0.62625
|
|
$
|
0.58875
|
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||
|
September 30,
|
September 30,
|
||||||||||
(In millions)
|
2013
|
2012
|
2013
|
2012
|
||||||||
OG&E (Electric Utility)
|
$
|
261.0
|
|
$
|
258.0
|
|
$
|
452.0
|
|
$
|
425.6
|
|
OGE Holdings (Natural Gas Midstream Operations) (A)
|
—
|
|
45.2
|
|
33.2
|
|
152.4
|
|
||||
Other Operations (B)
|
(0.1
|
)
|
0.8
|
|
(5.0
|
)
|
1.6
|
|
||||
Consolidated operating income
|
$
|
260.9
|
|
$
|
304.0
|
|
$
|
480.2
|
|
$
|
579.6
|
|
(A)
|
T
he former
natural gas transportation and storage
segment and
natural gas gathering and processing
segment have been combined into the
natural gas midstream operations
segment and have been restated for all prior periods presented.
The natural gas midstream operations reported equity in earnings of unconsolidated affiliates of
$46.0 million
and
$64.5 million
during the three and nine months ended September 30, 2013, respectively.
|
(B)
|
Other Operations primarily includes the operations of the holding company and consolidating eliminations.
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||
|
September 30,
|
September 30,
|
||||||||||
(Dollars in millions)
|
2013
|
2012
|
2013
|
2012
|
||||||||
Operating revenues
|
$
|
723.2
|
|
$
|
721.0
|
|
$
|
1,753.3
|
|
$
|
1,675.7
|
|
Cost of goods sold
|
273.0
|
|
271.8
|
|
733.6
|
|
671.9
|
|
||||
Gross margin on revenues
|
450.2
|
|
449.2
|
|
1,019.7
|
|
1,003.8
|
|
||||
Other operation and maintenance
|
105.9
|
|
108.6
|
|
318.0
|
|
333.9
|
|
||||
Depreciation and amortization
|
62.5
|
|
63.5
|
|
185.8
|
|
185.9
|
|
||||
Taxes other than income
|
20.8
|
|
19.1
|
|
63.9
|
|
58.4
|
|
||||
Operating income
|
261.0
|
|
258.0
|
|
452.0
|
|
425.6
|
|
||||
Allowance for equity funds used during construction
|
1.7
|
|
1.3
|
|
4.4
|
|
4.9
|
|
||||
Other income (loss)
|
2.9
|
|
(0.3
|
)
|
6.4
|
|
5.7
|
|
||||
Other expense
|
0.5
|
|
2.2
|
|
1.3
|
|
3.5
|
|
||||
Interest expense
|
31.6
|
|
31.2
|
|
96.0
|
|
93.2
|
|
||||
Income tax expense
|
62.0
|
|
58.4
|
|
102.0
|
|
86.8
|
|
||||
Net income
|
$
|
171.5
|
|
$
|
167.2
|
|
$
|
263.5
|
|
$
|
252.7
|
|
Operating revenues by classification
|
|
|
|
|
||||||||
Residential
|
$
|
307.6
|
|
$
|
321.7
|
|
$
|
709.9
|
|
$
|
707.1
|
|
Commercial
|
176.2
|
|
170.2
|
|
428.2
|
|
404.1
|
|
||||
Industrial
|
66.8
|
|
63.2
|
|
171.0
|
|
158.5
|
|
||||
Oilfield
|
51.1
|
|
48.5
|
|
135.9
|
|
125.8
|
|
||||
Public authorities and street light
|
67.7
|
|
64.9
|
|
165.3
|
|
155.0
|
|
||||
Sales for resale
|
15.9
|
|
16.0
|
|
45.7
|
|
41.9
|
|
||||
System sales revenues
|
685.3
|
|
684.5
|
|
1,656.0
|
|
1,592.4
|
|
||||
Off-system sales revenues
|
5.8
|
|
15.5
|
|
11.2
|
|
29.5
|
|
||||
Other
|
32.1
|
|
21.0
|
|
86.1
|
|
53.8
|
|
||||
Total operating revenues
|
$
|
723.2
|
|
$
|
721.0
|
|
$
|
1,753.3
|
|
$
|
1,675.7
|
|
Megawatt-hour sales by classification
(In millions)
|
|
|
|
|
||||||||
Residential
|
2.9
|
|
3.2
|
|
7.2
|
|
7.3
|
|
||||
Commercial
|
2.0
|
|
2.1
|
|
5.3
|
|
5.4
|
|
||||
Industrial
|
1.1
|
|
1.0
|
|
3.0
|
|
3.0
|
|
||||
Oilfield
|
0.9
|
|
0.8
|
|
2.5
|
|
2.5
|
|
||||
Public authorities and street light
|
0.9
|
|
0.9
|
|
2.4
|
|
2.5
|
|
||||
Sales for resale
|
0.4
|
|
0.4
|
|
1.0
|
|
1.0
|
|
||||
System sales
|
8.2
|
|
8.4
|
|
21.4
|
|
21.7
|
|
||||
Off-system sales
|
0.1
|
|
0.5
|
|
0.3
|
|
1.1
|
|
||||
Total sales
|
8.3
|
|
8.9
|
|
21.7
|
|
22.8
|
|
||||
Number of customers
|
804,521
|
|
796,696
|
|
804,521
|
|
796,696
|
|
||||
Weighted-average cost of energy per kilowatt-hour - cents
|
|
|
|
|
||||||||
Natural gas
|
3.758
|
|
2.939
|
|
3.838
|
|
2.822
|
|
||||
Coal
|
2.290
|
|
2.354
|
|
2.293
|
|
2.295
|
|
||||
Total fuel
|
2.746
|
|
2.554
|
|
2.792
|
|
2.403
|
|
||||
Total fuel and purchased power
|
3.077
|
|
2.839
|
|
3.164
|
|
2.755
|
|
||||
Degree days (A)
|
|
|
|
|
||||||||
Heating - Actual
|
3
|
|
7
|
|
2,168
|
|
1,464
|
|
||||
Heating - Normal
|
19
|
|
19
|
|
2,020
|
|
2,020
|
|
||||
Cooling - Actual
|
1,418
|
|
1,630
|
|
2,018
|
|
2,484
|
|
||||
Cooling - Normal
|
1,380
|
|
1,380
|
|
2,018
|
|
2,018
|
|
(A)
|
Degree days are calculated as follows: The high and low degrees of a particular day are added together and then averaged. If the calculated average is above 65 degrees, then the difference between the calculated average and 65 is expressed as cooling degree days, with each degree of difference equaling one cooling degree day. If the calculated average is below 65 degrees, then the difference between the calculated average and 65 is expressed as heating degree days, with each degree of difference equaling one heating degree day. The daily calculations are then totaled for the particular reporting period.
|
|
$ Change
|
||
|
(In millions)
|
||
Wholesale transmission revenue (A)
|
$
|
11.0
|
|
New customer growth
|
4.0
|
|
|
Price variance (B)
|
2.0
|
|
|
Non-residential demand and related revenues
|
0.9
|
|
|
Other
|
0.1
|
|
|
Quantity variance (primarily weather)
|
(17.0
|
)
|
|
Change in gross margin
|
$
|
1.0
|
|
(A)
|
Increased primarily due to higher investments related to certain FERC approved transmission projects included in formula rates.
|
(B)
|
Decreased primarily due to sales and customer mix
and timing of the Oklahoma rate increase.
|
|
$ Change
|
||
|
(In millions)
|
||
Employee benefits (A)
|
$
|
(3.7
|
)
|
Incentive compensation expense
|
(1.9
|
)
|
|
Ongoing maintenance at power plants (B)
|
(1.3
|
)
|
|
Other
|
(0.2
|
)
|
|
Capitalized labor
|
4.4
|
|
|
Change in other operation and maintenance expense
|
$
|
(2.7
|
)
|
(A)
|
Decreased primarily due to lower recoverable amounts of pension expense and postretirement medical expense allowed in the August 2012 rate case
and
a decrease in worker's compensation accruals
.
|
(B)
|
Decreased due to delay in timing of outages to later in 2013.
|
•
|
changes in depreciation rates from the August 2012 rate case; and
|
•
|
additional assets being placed in service throughout 2012 and the
nine
months ended
September 30, 2013
, including
the smart grid project which was completed in late 2012 and the Cleveland to Sooner transmission project which was fully in service in February 2013.
|
|
$ Change
|
||
|
(In millions)
|
||
Wholesale transmission revenue (A)
|
$
|
31.6
|
|
New customer growth
|
9.2
|
|
|
Non-residential demand and related revenues
|
0.6
|
|
|
Other
|
(0.1
|
)
|
|
Price variance (B)
|
(6.1
|
)
|
|
Quantity variance (primarily weather)
|
(19.3
|
)
|
|
Change in gross margin
|
$
|
15.9
|
|
(A)
|
Increased primarily due to higher investments related to certain FERC approved transmission projects included in formula rates.
|
(B)
|
Decreased primarily due to sales and customer mix.
|
|
$ Change
|
||
|
(In millions)
|
||
Employee benefits (A)
|
$
|
(9.8
|
)
|
Ongoing maintenance at power plants (B)
|
(7.0
|
)
|
|
Total salaries and wages (C)
|
(5.2
|
)
|
|
Corporate overheads and allocations (D)
|
(1.6
|
)
|
|
Temporary labor
|
(1.4
|
)
|
|
Contract professional services (primarily smart grid)
|
(1.0
|
)
|
|
Other
|
0.6
|
|
|
Software expense (primarily smart grid)
|
1.3
|
|
|
Administrative and assessment fees (primarily SPP and North American Electric Reliability Corporation)
|
2.0
|
|
|
Capitalized labor
|
6.2
|
|
|
Change in other operation and maintenance expense
|
$
|
(15.9
|
)
|
(A)
|
Decreased primarily due to lower recoverable amounts of pension expense and postretirement medical expense allowed in the August 2012 rate case, a decrease in medical expense, and a decrease in worker's compensation accruals.
|
(B)
|
Decreased due to delay in timing of outages to later in 2013.
|
(C)
|
Decreased primarily due to lower salaries and wages as a result of lower headcount in 2013 and a decrease in incentive pay, partially offset by annual salary increases and an increase in overtime wages related to May 2013 storms.
|
(D)
|
Decreased primarily due to decreases in depreciation expense and contract technical expense partially offset by an increase in salaries and wages from the holding company.
|
•
|
changes in depreciation rates from the August 2012 rate case; and
|
•
|
additional assets being placed in service throughout 2012 and the
nine
months ended
September 30, 2013
, including the Sooner-Rose Hill and Sunnyside-Hugo transmission projects, which were fully in service in April 2012,
the smart grid project which was completed in late 2012 and the Cleveland to Sooner transmission project which was fully in service in February 2013.
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||
|
September 30,
|
September 30,
|
||||||||||
(In millions)
|
2013
|
2012
|
2013
|
2012
|
||||||||
Operating revenues
|
$
|
—
|
|
$
|
412.4
|
|
$
|
630.4
|
|
$
|
1,186.0
|
|
Cost of goods sold
|
—
|
|
288.6
|
|
489.0
|
|
816.5
|
|
||||
Gross margin on revenues
|
—
|
|
123.8
|
|
141.4
|
|
369.5
|
|
||||
Other operation and maintenance
|
—
|
|
42.3
|
|
60.9
|
|
127.3
|
|
||||
Depreciation and amortization
|
—
|
|
26.5
|
|
36.8
|
|
74.2
|
|
||||
Impairment of assets
|
—
|
|
—
|
|
—
|
|
0.3
|
|
||||
Gain on insurance proceeds
|
—
|
|
—
|
|
—
|
|
(7.5
|
)
|
||||
Taxes other than income
|
—
|
|
9.8
|
|
10.5
|
|
22.8
|
|
||||
Operating income
|
—
|
|
45.2
|
|
33.2
|
|
152.4
|
|
||||
Equity in earnings of unconsolidated affiliates
|
46.0
|
|
—
|
|
64.5
|
|
—
|
|
||||
Other income
|
—
|
|
0.4
|
|
10.2
|
|
0.6
|
|
||||
Other expense
|
—
|
|
1.2
|
|
1.3
|
|
1.9
|
|
||||
Interest expense
|
—
|
|
8.7
|
|
10.6
|
|
23.7
|
|
||||
Income tax expense
|
0.2
|
|
11.0
|
|
16.5
|
|
38.9
|
|
||||
Net income
|
45.8
|
|
24.7
|
|
79.5
|
|
88.5
|
|
||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
6.8
|
|
6.6
|
|
24.7
|
|
||||
Net income attributable to OGE Holdings
|
$
|
45.8
|
|
$
|
17.9
|
|
$
|
72.9
|
|
$
|
63.8
|
|
|
Enable Midstream Partners
(Equity Method - Three Months Ended September 30, 2013)
|
Natural Gas
Midstream Operations
(Consolidated - Three Months Ended September 30, 2012)
|
||||
(In millions)
|
|
|
||||
Gross margin on revenues
|
$
|
—
|
|
$
|
123.8
|
|
Operating expenses
|
—
|
|
78.6
|
|
||
Operating income
|
—
|
|
45.2
|
|
||
Equity in earnings of unconsolidated affiliates
|
46.0
|
|
—
|
|
||
Income tax expense
|
0.2
|
|
11.0
|
|
||
Net income
|
45.8
|
|
17.9
|
|
|
Natural Gas Midstream Operations
(Consolidated - Four Months Ended April 30, 2013)
|
Enable Midstream Partners
(Equity Method - Five Months Ended September 30, 2013)
|
Total
(Nine Months Ended September 30, 2013)
|
Natural Gas
Midstream Operations
(Consolidated - Nine Months Ended September 30, 2012)
|
||||||||
(In millions)
|
|
|
|
|
||||||||
Gross margin on revenues
|
$
|
141.4
|
|
$
|
—
|
|
$
|
141.4
|
|
$
|
369.5
|
|
Operating expenses
|
108.2
|
|
—
|
|
108.2
|
|
217.1
|
|
||||
Operating income
|
33.2
|
|
—
|
|
33.2
|
|
152.4
|
|
||||
Equity in earnings of unconsolidated affiliates
|
—
|
|
64.5
|
|
64.5
|
|
—
|
|
||||
Income tax expense
|
9.4
|
|
7.1
|
|
16.5
|
|
38.9
|
|
||||
Net income
|
15.5
|
|
57.4
|
|
72.9
|
|
63.8
|
|
|
Three Months Ended
|
Five Months Ended
|
||||
|
September 30, 2013
|
September 30, 2013
|
||||
|
(In millions)
|
|||||
Gross margin
|
$
|
337.1
|
|
$
|
544.5
|
|
Operating income
|
132.0
|
|
206.7
|
|
||
Net income
|
123.3
|
|
188.4
|
|
|
Three Months Ended
|
Five Months Ended
|
||||
|
September 30, 2013
|
September 30, 2013
|
||||
|
(In millions)
|
|||||
OGE's 28.5% share of Enable Net Income
|
$
|
35.1
|
|
$
|
53.6
|
|
Amortization of basis difference
|
5.9
|
|
5.9
|
|
||
Elimination of Enogex Holdings fair value adjustments
|
5.0
|
|
5.0
|
|
||
OGE's Equity in earnings of unconsolidated affiliates
|
$
|
46.0
|
|
$
|
64.5
|
|
|
Three Months Ended
|
Five Months Ended
|
||
|
September 30, 2013
|
September 30, 2013
|
||
|
|
|
||
Gathered volumes - TBtu/d (A)
|
3.5
|
|
3.5
|
|
Transportation volumes - TBtu/d
|
5.1
|
|
5.2
|
|
Natural gas processed - TBtu/d
|
1.5
|
|
1.5
|
|
(A)
|
Excludes volumes billed under throughput agreements.
|
|
Nine Months Ended
|
|
|
||||||||
|
September 30,
|
2013 vs. 2012
|
|||||||||
(In millions)
|
2013
|
2012
|
$ Change
|
% Change
|
|||||||
Net cash provided from operating activities
|
$
|
351.2
|
|
$
|
678.0
|
|
$
|
(326.8
|
)
|
(48.2
|
)%
|
Net cash used in investing activities
|
(739.4
|
)
|
(836.6
|
)
|
97.2
|
|
11.6
|
%
|
|||
Net cash provided from financing activities
|
386.4
|
|
164.2
|
|
222.2
|
|
*
|
•
|
fuel refunds
at OG&E
during the
nine
months ended
September 30, 2013
as compared to higher fuel recoveries in the same period in
2012
; and
|
•
|
the deconsolidation of Enogex Holdings on May 1, 2013.
|
•
|
a decrease in repayments of lines of credit during the
nine
months ended
September 30, 2013
as compared to the same period in
2012
;
|
•
|
payments on advances from unconsolidated affiliates due to the deconsolidation of Enogex Holdings on May 1, 2013; and
|
•
|
and a contribution of
$107.0 million
from the Arclight group immediately prior to the closing of the transaction to form Enable Midstream Partners.
|
(In millions)
|
2013
|
2014
|
2015
|
2016
|
2017
|
||||||||||
OG&E Base Transmission
|
$
|
55
|
|
$
|
30
|
|
$
|
30
|
|
$
|
30
|
|
$
|
30
|
|
OG&E Base Distribution
|
175
|
|
175
|
|
175
|
|
175
|
|
175
|
|
|||||
OG&E Base Generation
|
100
|
|
135
|
|
75
|
|
75
|
|
75
|
|
|||||
OG&E Other
|
15
|
|
15
|
|
15
|
|
15
|
|
15
|
|
|||||
Total OG&E Base Transmission, Distribution, Generation and Other
|
345
|
|
355
|
|
295
|
|
295
|
|
295
|
|
|||||
OG&E Known and Committed Projects:
|
|
|
|
|
|
||||||||||
Transmission Projects:
|
|
|
|
|
|
||||||||||
Regionally Allocated Base Projects (A)
|
50
|
|
50
|
|
20
|
|
20
|
|
20
|
|
|||||
Balanced Portfolio 3E Projects (B)(C)
|
190
|
|
15
|
|
—
|
|
—
|
|
—
|
|
|||||
SPP Priority Projects (B)(C)
|
185
|
|
70
|
|
—
|
|
—
|
|
—
|
|
|||||
SPP Integrated Transmission Projects (B) (C)
|
5
|
|
10
|
|
—
|
|
40
|
|
40
|
|
|||||
Total Transmission Projects
|
430
|
|
145
|
|
20
|
|
60
|
|
60
|
|
|||||
Other Projects:
|
|
|
|
|
|
||||||||||
Smart Grid Program
|
25
|
|
25
|
|
10
|
|
10
|
|
—
|
|
|||||
System Hardening
|
15
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Environmental - low NOX burners
|
20
|
|
25
|
|
25
|
|
20
|
|
—
|
|
|||||
Total Other Projects
|
60
|
|
50
|
|
35
|
|
30
|
|
—
|
|
|||||
Total OG&E Known and Committed Projects
|
490
|
|
195
|
|
55
|
|
90
|
|
60
|
|
|||||
Total OG&E (D)
|
835
|
|
550
|
|
350
|
|
385
|
|
355
|
|
|||||
OGE Energy
|
10
|
|
15
|
|
10
|
|
10
|
|
10
|
|
|||||
Total capital expenditures
|
$
|
845
|
|
$
|
565
|
|
$
|
360
|
|
$
|
395
|
|
$
|
365
|
|
(C)
|
Project Type
|
Project Description
|
Estimated Cost
(In millions) |
Projected In-Service Date
|
|
Balanced Portfolio 3E
|
135 miles of transmission line from OG&E's Seminole substation to OG&E's Muskogee substation
|
$165
|
Late 2013
|
|
Balanced Portfolio 3E
|
96 miles of transmission line from OG&E's Woodward District Extra High Voltage substation to the Oklahoma /Texas Stateline to a companion transmission line to its Tuco substation
|
$115
|
Mid-2014
|
|
Priority Project
|
99 miles of transmission line from OG&E's Woodward District Extra High Voltage substation to the western Beaver County line to a companion transmission line to its Hitchland substation
|
$165
|
Mid-2014
|
|
Priority Project
|
77 miles of transmission line from OG&E's Woodward District Extra High Voltage substation to a companion transmission line at the Kansas border
|
$140
|
Late 2014
|
|
Integrated Transmission Project
|
47 miles of transmission line from OG&E's Gracemont substation to a companion transmission line to its Elk City substation
|
$45
|
Early 2018
|
|
Integrated Transmission Project
|
126 miles of transmission line from OG&E's Woodward District Extra High Voltage substation to OG&E's Cimarron substation; construction of the Mathewson substation on this transmission line
|
$180
|
Early 2021
|
(D)
|
The capital expenditures above exclude any environmental expenditures associated with:
|
•
|
Pollution control equipment related to controlling
SO
2
emissions under the regional haze requirements due to the uncertainty regarding the approach and timing for such pollution control equipment.
The
SO
2
emissions standards in the EPA's FIP could require the installation of Dry Scrubbers or fuel switching. OG&E estimates that installing such Dry
|
•
|
Installation of control equipment for compliance with MATS by a deadline of April 16, 2015, with the possibility of a one-year extension.
OG&E is currently planning to utilize activated carbon injection and low levels of dry sorbent injection at each of its five coal-fired units. OG&E continues to review the specifications for the control equipment to be installed for compliance with MATS and has requested a one-year extension for complying or until April 16, 2016. Current costs for installing the necessary control equipment are estimated to range from
$10 million
to
$20 million
per unit.
|
(In millions)
|
2013
|
2014-2015
|
2016-2017
|
After 2017
|
Total
|
||||||||||
Other purchase obligations and commitments
|
|||||||||||||||
OG&E long-term service agreement commitments
|
$
|
19.0
|
|
$
|
77.0
|
|
$
|
5.0
|
|
$
|
136.7
|
|
$
|
237.7
|
|
Period
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plan
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan
|
|||
7/1/13 - 7/31/13
|
—
|
|
|
$
|
—
|
|
|
N/A
|
N/A
|
8/1/13 - 8/31/13
|
—
|
|
|
$
|
—
|
|
|
N/A
|
N/A
|
9/1/13 - 9/30/13
|
4,038
|
|
(A)(B)
|
$
|
35.00
|
|
(B)
|
N/A
|
N/A
|
(A)
|
These shares of restricted stock were returned to the Company to satisfy tax liabilities.
|
(B)
|
These shares of restricted stock and the average price paid per share were adjusted for the effects of the stock split.
|
|
OGE ENERGY CORP.
|
|
(Registrant)
|
|
|
By:
|
/s/ Scott Forbes
|
|
Scott Forbes
|
|
Controller and Chief Accounting Officer
|
|
(On behalf of the Registrant and in his capacity as Chief Accounting Officer)
|
OGE ENERGY CORP.
|
|
|
|
|
|
|
|
By:
|
/s/ Sean Trauschke
|
|
Sean Trauschke
|
|
Vice President and Chief Financial Officer
|
|
|
|
|
|
|
1.
|
Purpose of the Plan
|
(a)
|
to make Severance Benefits available to eligible employees to financially assist with their transition following certain terminations of employment from OGE Energy Corp. (the “Company”), its affiliates, subsidiaries or its successors while this Plan is in effect; and
|
(b)
|
to resolve any possible claims arising out of such employment, including termination, by providing eligible employees with Severance Benefits in return for a Waiver and Release from liability.
|
2.
|
Definitions
|
3.
|
Participation
|
(a)
|
Eligible Employees
|
(i)
|
the Employee dies, incurs a Disability or voluntarily terminates employment prior to the Termination Date scheduled in his or her Notice, or fails to continue to perform the duties of his or her employment through such Termination Date;
|
(ii)
|
this Plan is amended in a way that makes the Employee ineligible to participate or the Employee’s employment is terminated for Cause or due to death or Disability before the Employee has returned an executed Waiver and Release as described in Section 3(b) below;
|
(iii)
|
the Employee fails to return all property and materials of his or her employer to his or her supervisor or other appropriate employer representative as of his or her Termination Date;
|
(iv)
|
during the period beginning on the Employee’s Notice Date and ending on the Employee’s Termination Date, the Employee is offered Comparable Employment; or
|
(v)
|
the Employee accepts any offer of employment with the Company or an Affiliate before his or her Termination Date.
|
(b)
|
Participants
|
4.
|
Cash Severance Benefit
|
(a)
|
An Eligible Employee who qualifies as a Participant under Section 3 and who has not received an offer of Comparable Employment With Relocation as of his or her Termination Date shall be entitled to a lump‑sum cash Severance Benefit in an amount equal to three (3) weeks of the Participant’s Weekly Compensation multiplied by the number of full years of Service credited to the Participant, provided that such cash Severance Benefit shall not be less than sixteen (16) weeks of Weekly Compensation nor more than fifty-two (52) weeks of Weekly Compensation. An Eligible Employee who qualifies as a Participant under Section 3 and who has received and declined an offer of Comparable Employment With Relocation as of his or her Termination Date shall be entitled to a lump‑sum cash Severance Benefit in an amount equal to two (2) weeks of the Participant’s Weekly Compensation multiplied by the number of full years of Service credited to the Participant as of his or her Termination Date, provided that (i) such cash Severance Benefit shall not be less than Twelve (12) weeks of the Participant’s Weekly Compensation nor more than thirty-six (36) weeks of the Participant’s Weekly Compensation and (ii) if the Participant previously received a severance payment from the Company or any Affiliate based upon previous Service, then such previous Service will not be included in the calculation of the lump-sum cash Severance Benefit.
|
(b)
|
An Eligible Employee who qualifies as a Participant under Section 3 shall be entitled to an additional lump-sum cash Severance Benefit in an amount equal to such Participant’s target award under the STI, if any, adjusted on a pro rata basis based on the number of months the Participant was actually employed during such
|
(c)
|
A cash Severance Benefit calculated pursuant to Sections 4(a) and (b) for a Participant shall be reduced by the amount of any cash compensation payable to the Participant by the Company or an Affiliate on account of the termination of the Participant’s employment, pursuant to (i) a written employment agreement with the Company or an Affiliate, (ii) another severance plan or program of the Company or an Affiliate, or (iii) any other obligation, whether by contract, applicable law, or otherwise of the Company or any other individual or entity to provide a payment to such Participant in the event of an involuntary termination of such Participant’s employment with the Company, excluding the Participant’s May 1, 2013 Retention Agreement, if any, between the Participant and the Company.
|
(d)
|
Notwithstanding the foregoing, the amount of any lump‑sum cash Severance Benefit otherwise payable to a Participant shall be reduced by any monies owed by the Participant to the Company (or an Affiliate), including, but not limited to, any overpayments made to the Participant by the Company (or an Affiliate) and the balance of any loan by the Company (or an Affiliate) to the Participant that is outstanding at the time that the cash Severance Benefit is paid.
|
5.
|
Continuation of Other Benefits
|
(a)
|
Medical/Dental/Vision Plan Benefits
|
(b)
|
Outplacement
|
(c)
|
Life Insurance and Accidental Death and Dismemberment Insurance Benefits
|
(d)
|
Savings Plan and Retirement Plan Benefits
|
(i)
|
Savings Plan
|
(ii)
|
Retirement Plan
|
(e)
|
LTD Benefits
|
(f)
|
Unemployment Compensation
|
(g)
|
Flexible Spending Account (“FSA”)
|
(h)
|
Employee Assistance Program
|
(i)
|
Educational Assistance Program
|
(j)
|
All Other Benefit Plans or Programs
|
6.
|
Confidential and Proprietary Business Information & Nonsolicitation Obligations
|
7.
|
Unemployment; Taxes
|
8.
|
When the Severance Benefits Will be Paid
|
9.
|
Non‑Assignment of Severance Benefits
|
10.
|
Plan Amendment and Termination
|
11.
|
Making A Claim
|
(a)
|
the specific reason or reasons for the denial; and
|
(b)
|
specific reference to the pertinent Plan provisions on which the denial is based; and
|
(c)
|
a description of any additional material or information necessary for the Applicant to perfect the claim and an explanation of why such material or information is necessary; and
|
(d)
|
an explanation of the Plan’s claims review procedure, the time limits applicable to such procedures, and a statement of the Participant’s rights following an adverse benefit determination on review, including a statement of an Applicant’s right to file a lawsuit under ERISA if the claim is denied on appeal.
|
(a)
|
the specific reason(s) for the denial; and
|
(b)
|
the specific provision(s) of the Plan on which the denial is based; and
|
(c)
|
a statement that the Applicant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits (as described above); and
|
(d)
|
a statement describing any voluntary appeal procedures offered by the Plan and the Applicant’s right to obtain further information about any such procedures; and
|
(e)
|
a statement of the Applicant’s right to file a lawsuit under ERISA.
|
12.
|
Section 409A
|
13.
|
Employee Rights
|
14.
|
Plan Document Controls
|
15.
|
Controlling Law
|
16.
|
General Information
|
OGE ENERGY CORP.
|
|
|
|
|
|
|
|
By:
|
/s/ Peter B. Delaney
|
|
Peter B. Delaney
|
|
Chief Executive Officer
|
|
|
|
|
|
|
1.
|
Purpose of the Plan
|
(a)
|
to make Severance Benefits available to eligible employees to financially assist with their transition following certain terminations of employment from OGE Energy Corp. (the “Company”), its affiliates, subsidiaries or its successors while this Plan is in effect; and
|
(b)
|
to resolve any possible claims arising out of such employment, including termination, by providing eligible employees with Severance Benefits in return for a Waiver and Release from liability.
|
2.
|
Definitions
|
3.
|
Participation
|
(a)
|
Eligible Employees
|
(i)
|
the Employee dies, incurs a Disability or voluntarily terminates employment prior to the Termination Date scheduled in his or her Notice, or fails to continue to perform the duties of his or her employment through such Termination Date;
|
(ii)
|
this Plan is amended in a way that makes the Employee ineligible to participate or the Employee’s employment is terminated for Cause or due to death or Disability before the Employee has returned an executed Waiver and Release as described in Section 3(b) below;
|
(iii)
|
the Employee fails to return all property and materials of his or her employer to his or her supervisor or other appropriate employer representative as of his or her Termination Date;
|
(iv)
|
during the period beginning on the Employee’s Notice Date and ending on the Employee’s Termination Date, the Employee is offered Comparable Employment; or
|
(v)
|
the Employee accepts any offer of employment with the Company or an Affiliate before his or her Termination Date.
|
(b)
|
Participants
|
4.
|
Cash Severance Benefit
|
(a)
|
An Eligible Employee who qualifies as a Participant under Section 3 and who has not received an offer of Comparable Employment With Relocation as of his or her Termination Date shall be entitled to a lump‑sum cash Severance Benefit in an amount equal to fifty-two (52) weeks of the Participant’s Weekly Compensation. An Eligible Employee who qualifies as a Participant under Section 3 and who has received and declined an offer of Comparable Employment With Relocation as of his or her Termination Date shall be entitled to a lump‑sum cash Severance Benefit in an amount equal to two (2) weeks of the Participant’s Weekly Compensation multiplied by the number of full years of Service credited to the Participant as of his or her Termination Date, provided that (i) such cash Severance Benefit shall not be less than Twelve (12) weeks of the Participant’s Weekly Compensation nor more than thirty-six (36) weeks of the Participant’s Weekly Compensation and (ii) if the Participant previously received a severance payment from the Company or any Affiliate based upon previous Service, then such previous Service will not be included in the calculation of the lump-sum cash Severance Benefit.
|
(b)
|
An Eligible Employee who qualifies as a Participant under Section 3 and who has not received an offer of Comparable Employment With Relocation as of his or her Termination Date shall be entitled to an additional lump-sum cash Severance Benefit in an amount equal to such Participant’s target award under the STI. An Eligible Employee who qualifies as a Participant under Section 3 and who has received and declined an offer of Comparable Employment With Relocation as of his or her Termination Date shall be entitled to an additional lump-sum cash
|
(c)
|
A cash Severance Benefit calculated pursuant to Sections 4(a) and (b) for a Participant shall be reduced by the amount of any cash compensation payable to the Participant by the Company or an Affiliate on account of the termination of the Participant’s employment, pursuant to (i) a written employment agreement with the Company or an Affiliate, (ii) another severance plan or program of the Company or an Affiliate, or (iii) any other obligation, whether by contract, applicable law, or otherwise of the Company or any other individual or entity to provide a payment to such Participant in the event of an involuntary termination of such Participant’s employment with the Company, excluding the Participant’s May 1, 2013 Retention Agreement, if any, between the Participant and the Company.
|
(d)
|
Notwithstanding the foregoing, the amount of any lump‑sum cash Severance Benefit otherwise payable to a Participant shall be reduced by any monies owed by the Participant to the Company (or an Affiliate), including, but not limited to, any overpayments made to the Participant by the Company (or an Affiliate) and the balance of any loan by the Company (or an Affiliate) to the Participant that is outstanding at the time that the cash Severance Benefit is paid.
|
5.
|
Continuation of Other Benefits
|
(a)
|
Medical/Dental/Vision Plan Benefits
|
(b)
|
Outplacement
|
(c)
|
Life Insurance and Accidental Death and Dismemberment Insurance Benefits
|
(d)
|
Savings Plan and Retirement Plan Benefits
|
(i)
|
Savings Plan
|
(e)
|
LTD Benefits
|
(f)
|
Unemployment Compensation
|
(g)
|
Flexible Spending Account (“FSA”)
|
(h)
|
Employee Assistance Program
|
(i)
|
Educational Assistance Program
|
(j)
|
All Other Benefit Plans or Programs
|
6.
|
Confidential and Proprietary Business Information & Nonsolicitation Obligations
|
7.
|
Unemployment; Taxes
|
8.
|
When the Severance Benefits Will be Paid
|
9.
|
Non‑Assignment of Severance Benefits
|
10.
|
Plan Amendment and Termination
|
11.
|
Making A Claim
|
(a)
|
the specific reason or reasons for the denial; and
|
(b)
|
specific reference to the pertinent Plan provisions on which the denial is based; and
|
(c)
|
a description of any additional material or information necessary for the Applicant to perfect the claim and an explanation of why such material or information is necessary; and
|
(d)
|
an explanation of the Plan’s claims review procedure, the time limits applicable to such procedures, and a statement of the Participant’s rights following an adverse benefit determination on review, including a statement of an Applicant’s right to file a lawsuit under ERISA if the claim is denied on appeal.
|
(a)
|
the specific reason(s) for the denial; and
|
(b)
|
the specific provision(s) of the Plan on which the denial is based; and
|
(c)
|
a statement that the Applicant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits (as described above); and
|
(d)
|
a statement describing any voluntary appeal procedures offered by the Plan and the Applicant’s right to obtain further information about any such procedures; and
|
(e)
|
a statement of the Applicant’s right to file a lawsuit under ERISA.
|
12.
|
Section 409A
|
13.
|
Employee Rights
|
14.
|
Plan Document Controls
|
15.
|
Controlling Law
|
16.
|
General Information
|
OGE ENERGY CORP.
|
|
|
|
|
|
|
|
By:
|
/s/ Peter B. Delaney
|
|
Peter B. Delaney
|
|
Chief Executive Officer
|
|
|
|
|
|
|
E. Keith Mitchell
|
Stephen E. Merrill
|
Paul M. Brewer
|
Jon E. Hanna
|
Thomas L. Levescy
|
Ramiro F. Rangel
|
John P. Laws
|
1.
|
Definitions.
|
2.
|
Retention Benefit.
|
(b)
|
If the Employee is eligible for a Retention Benefit as provided in:
|
(i)
|
Clause (A) or Clause (C) in Section 2(a) above, then the Employee (or the Employee’s estate, as applicable) will be paid the Retention Benefit in a lump sum cash payment within 10 days after the end of the Vesting Date; or
|
(ii)
|
Clause (B) in Section 2(a) above, then, provided that the Employee timely executes and returns to the Company a Waiver and Release not later than 50 days following the Vesting Date, and the Employee does not revoke such Waiver and Release during the seven-day revocation period beginning on the date of execution of the Waiver and Release (the “
Revocation Period
”), the Employee will be paid the Retention Benefit in a lump sum cash payment not later than the 60th day following the Vesting Date. If the Employee fails to timely execute and return a Waiver and Release to the Company or revokes a timely executed and returned Waiver and Release during the Revocation Period, then the Employee shall not be entitled to, and shall forfeit any and all right to, the Retention Benefit under this Agreement.
|
3.
|
Waiver and Release.
|
4.
|
Withholding.
|
5.
|
No Employment Agreement.
|
6.
|
No Assignment; Successors.
|
7.
|
Entire Agreement.
|
8.
|
Other Benefits.
|
9.
|
Modification of Agreement.
|
10.
|
Governing Law; Consent to Jurisdiction and Venue.
|
11.
|
Severability.
|
12.
|
Section 409A.
|
13.
|
Attorney Fees.
|
OGE Enogex Holdings, LLC.
|
|
|
|
|
|
|
|
By:
|
/s/ Peter B. Delaney
|
|
Peter B. Delaney
|
|
Chief Executive Officer
|
|
for OGE Energy Corp. in its capacity as sole
|
|
parent company of OGE Enogex Holdings,
|
|
LLC
|
|
|
Accepted and Agreed to by:
|
|
|
|
|
|
|
|
/s/ E. Keith Mitchell
|
|
E. Keith Mitchell
|
|
|
|
|
|
|
Employee's Printed Name
|
|
Corporate Group's Representative
|
|
|
|
|
|
|
Employee's Signature
|
|
Corporate Group's Execution Date
|
|
|
|
|
|
|
Employee's Signature Date
|
|
Employee's Social Security Number
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Peter B. Delaney
|
|
Peter B. Delaney
|
|
Chairman of the Board, President and Chief Executive Officer
|
|
/s/ Sean Trauschke
|
|
Sean Trauschke
|
|
Vice President and Chief Financial Officer
|
|
|
/s/ Peter B. Delaney
|
|
|
Peter B. Delaney
|
|
|
Chairman of the Board, President and Chief Executive Officer
|
|
|
/s/ Sean Trauschke
|
|
|
Sean Trauschke
|
|
|
Vice President and Chief Financial Officer
|
|