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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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Emerging growth 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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Abbreviation
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Definition
|
2016 Form 10-K
|
Annual Report on Form 10-K for the year ended December 31, 2016
|
ALJ
|
Administrative Law Judge
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APSC
|
Arkansas Public Service Commission
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ArcLight group
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Bronco Midstream Holdings, LLC and Bronco Midstream Holdings II, LLC, collectively
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ASU
|
Financial Accounting Standards Board Accounting Standards Update
|
CenterPoint
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CenterPoint Energy Resources Corp., wholly-owned subsidiary of CenterPoint Energy, Inc.
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CO
2
|
Carbon dioxide
|
Company
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OGE Energy Corp., collectively with its subsidiaries
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CSAPR
|
Cross-State Air Pollution Rule
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Dry Scrubbers
|
Dry flue gas desulfurization units with spray dryer absorber
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ECP
|
Environmental Compliance Plan
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Enable
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Enable Midstream Partners, LP, a 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
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FASB
|
Financial Accounting Standards Board
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Federal Clean Water Act
|
Federal Water Pollution Control Act of 1972, as amended
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FERC
|
Federal Energy Regulatory Commission
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FIP
|
Federal implementation plan
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GAAP
|
Accounting principles generally accepted in the United States
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IRP
|
Integrated Resource Plan
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kV
|
Kilovolt
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MATS
|
Mercury and Air Toxics Standards
|
Mustang Modernization Plan
|
OG&E's plan to replace the soon-to-be retired Mustang steam turbines in late 2017 with 462 MWs of new, efficient combustion turbines at the Mustang site in 2018 and 2019
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MW
|
Megawatt
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MWh
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Megawatt-hour
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NAAQS
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National Ambient Air Quality Standards
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NGLs
|
Natural gas liquids
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NO
X
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Nitrogen oxide
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OCC
|
Oklahoma Corporation Commission
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OG&E
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Oklahoma Gas and Electric Company, wholly-owned subsidiary of OGE Energy
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OGE Holdings
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OGE Enogex Holdings, LLC, wholly-owned subsidiary of OGE Energy, parent company of Enogex Holdings (prior to May 1, 2013) and 25.7 percent owner of Enable Midstream Partners
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Pension Plan
|
Qualified defined benefit retirement plan
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ppb
|
Parts per billion
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PUD
|
Public Utility Division of the Oklahoma Corporation Commission
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QF
|
Qualified cogeneration facilities
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Regional Haze Rule
|
The EPA's regional haze rule
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Restoration of Retirement Income Plan
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Supplemental retirement plan to the Pension Plan
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SIP
|
State implementation plan
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SO
2
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Sulfur dioxide
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SPP
|
Southwest Power Pool
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System sales
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Sales to OG&E's customers
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TBtu/d
|
Trillion British thermal units per day
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•
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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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•
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the ability to obtain timely and sufficient rate relief to allow for recovery of items such as capital expenditures, fuel costs, operating costs, transmission costs and deferred expenditures;
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•
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prices and availability of electricity, coal
,
natural gas
and
NGLs;
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•
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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
serves, and the effects of geographic and seasonal commodity price differentials, including the effects of these circumstances on re-contracting available capacity on
Enable
's
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
's
gathering and processing business and transporting by
Enable
's
interstate pipelines, including the impact of natural gas and
NGLs
prices on the level of drilling and production activities in the regions
Enable
serves;
|
•
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business conditions in the energy
and natural gas midstream industries, including the demand for natural gas, NGLs, crude oil and midstream services;
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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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the impact on demand for our services resulting from cost-competitive advances in technology, such as distributed electricity generation and customer energy efficiency programs
;
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•
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technological developments, changing markets and other factors that result in competitive disadvantages and create the potential for impairment of existing assets
;
|
•
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factors affecting utility operations such as unusual weather conditions; catastrophic weather-related damage; unscheduled generation outages, unusual maintenance or repairs; unanticipated changes to fossil fuel, natural gas or coal supply costs or availability due to higher demand, shortages, transportation problems or other developments; environmental incidents; or electric transmission or gas pipeline system constraints;
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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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the effect of retroactive pricing of transactions in the SPP markets or adjustments in market pricing mechanisms by the SPP;
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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, safety laws or regulations that may impact the cost of operations or restrict or change the way
the Company
operates its facilities;
|
•
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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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creditworthiness of suppliers, customers and other contractual parties;
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•
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social attitudes regarding the utility, natural gas and power industries;
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•
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identification of suitable investment opportunities to enhance shareholder returns and achieve long-term financial objectives through business acquisitions and divestitures;
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•
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increased pension and healthcare costs;
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•
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costs and other effects of legal and administrative proceedings, settlements, investigations, claims and matters, including, but not limited to, those described in this Form 10-Q;
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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 that the Company does not control;
and
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•
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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"
in the Company's
2016 Form 10-K.
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Three Months Ended June 30,
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Six Months Ended June 30,
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||||||||||
(In millions except per share data)
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2017
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2016
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2017
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2016
|
||||||||
OPERATING REVENUES
|
$
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586.4
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$
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551.4
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$
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1,042.4
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$
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984.5
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COST OF SALES
|
232.1
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|
197.7
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|
440.8
|
|
375.6
|
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||||
OPERATING EXPENSES
|
|
|
|
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||||||||
Other operation and maintenance
|
114.8
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127.6
|
|
238.8
|
|
241.5
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||||
Depreciation and amortization
|
74.7
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|
80.1
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|
130.3
|
|
158.6
|
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||||
Taxes other than income
|
21.3
|
|
20.1
|
|
45.2
|
|
45.0
|
|
||||
Total operating expenses
|
210.8
|
|
227.8
|
|
414.3
|
|
445.1
|
|
||||
OPERATING INCOME
|
143.5
|
|
125.9
|
|
187.3
|
|
163.8
|
|
||||
OTHER INCOME (EXPENSE)
|
|
|
|
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||||||||
Equity in earnings of unconsolidated affiliates
|
29.4
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|
16.7
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65.0
|
|
45.0
|
|
||||
Allowance for equity funds used during construction
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8.5
|
|
3.7
|
|
15.4
|
|
5.3
|
|
||||
Other income
|
10.3
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|
7.6
|
|
19.1
|
|
13.2
|
|
||||
Other expense
|
(3.2
|
)
|
(5.8
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)
|
(7.3
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)
|
(7.5
|
)
|
||||
Net other income
|
45.0
|
|
22.2
|
|
92.2
|
|
56.0
|
|
||||
INTEREST EXPENSE
|
|
|
|
|
||||||||
Interest on long-term debt
|
39.2
|
|
35.7
|
|
75.1
|
|
71.5
|
|
||||
Allowance for borrowed funds used during construction
|
(4.1
|
)
|
(1.8
|
)
|
(7.4
|
)
|
(2.7
|
)
|
||||
Interest on short-term debt and other interest charges
|
2.0
|
|
2.1
|
|
4.4
|
|
3.5
|
|
||||
Interest expense
|
37.1
|
|
36.0
|
|
72.1
|
|
72.3
|
|
||||
INCOME BEFORE TAXES
|
151.4
|
|
112.1
|
|
207.4
|
|
147.5
|
|
||||
INCOME TAX EXPENSE
|
46.6
|
|
40.6
|
|
66.6
|
|
50.8
|
|
||||
NET INCOME
|
$
|
104.8
|
|
$
|
71.5
|
|
$
|
140.8
|
|
$
|
96.7
|
|
BASIC AVERAGE COMMON SHARES OUTSTANDING
|
199.7
|
|
199.7
|
|
199.7
|
|
199.7
|
|
||||
DILUTED AVERAGE COMMON SHARES OUTSTANDING
|
199.9
|
|
199.8
|
|
200.0
|
|
199.8
|
|
||||
BASIC EARNINGS PER AVERAGE COMMON SHARE
|
$
|
0.52
|
|
$
|
0.35
|
|
$
|
0.70
|
|
$
|
0.48
|
|
DILUTED EARNINGS PER AVERAGE COMMON SHARE
|
$
|
0.52
|
|
$
|
0.35
|
|
$
|
0.70
|
|
$
|
0.48
|
|
DIVIDENDS DECLARED PER COMMON SHARE
|
$
|
0.30250
|
|
$
|
0.27500
|
|
$
|
0.60500
|
|
$
|
0.55000
|
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||
(In millions)
|
2017
|
2016
|
2017
|
2016
|
||||||||
Net income
|
$
|
104.8
|
|
$
|
71.5
|
|
$
|
140.8
|
|
$
|
96.7
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
||||||||
Pension Plan and Restoration of Retirement Income Plan:
|
|
|
|
|
||||||||
Amortization of deferred net loss, net of tax of $0.4, $0.4, $0.8 and $0.8, respectively
|
0.8
|
|
0.7
|
|
1.4
|
|
1.5
|
|
||||
Settlement cost, net of tax of $0.0, $3.2, $0.0 and $3.2, respectively
|
—
|
|
5.0
|
|
—
|
|
5.0
|
|
||||
Postretirement Benefit Plans:
|
|
|
|
|
||||||||
Amortization of prior service cost, net of tax of ($0.0), ($0.3), ($0.0) and ($0.5), respectively
|
—
|
|
(0.4
|
)
|
—
|
|
(0.8
|
)
|
||||
Other comprehensive income, net of tax
|
0.8
|
|
5.3
|
|
1.4
|
|
5.7
|
|
||||
Comprehensive income
|
$
|
105.6
|
|
$
|
76.8
|
|
$
|
142.2
|
|
$
|
102.4
|
|
|
Six Months Ended June 30,
|
|||||
(In millions)
|
2017
|
2016
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
||||
Net income
|
$
|
140.8
|
|
$
|
96.7
|
|
Adjustments to reconcile net income to net cash provided from operating activities
|
|
|
||||
Depreciation and amortization
|
130.3
|
|
158.6
|
|
||
Deferred income taxes and investment tax credits, net
|
68.0
|
|
52.2
|
|
||
Equity in earnings of unconsolidated affiliates
|
(65.0
|
)
|
(45.0
|
)
|
||
Distributions from unconsolidated affiliates
|
65.0
|
|
45.4
|
|
||
Allowance for equity funds used during construction
|
(15.4
|
)
|
(5.3
|
)
|
||
Stock-based compensation
|
4.5
|
|
3.2
|
|
||
Regulatory assets
|
(15.6
|
)
|
(4.0
|
)
|
||
Regulatory liabilities
|
(0.2
|
)
|
(8.4
|
)
|
||
Other assets
|
(3.5
|
)
|
6.8
|
|
||
Other liabilities
|
11.7
|
|
5.7
|
|
||
Change in certain current assets and liabilities
|
|
|
||||
Accounts receivable, net
|
(12.0
|
)
|
10.0
|
|
||
Accounts receivable - unconsolidated affiliates
|
0.4
|
|
3.1
|
|
||
Accrued unbilled revenues
|
(27.0
|
)
|
(37.4
|
)
|
||
Income taxes receivable
|
4.6
|
|
2.6
|
|
||
Fuel, materials and supplies inventories
|
1.1
|
|
11.2
|
|
||
Fuel clause under recoveries
|
(56.1
|
)
|
—
|
|
||
Other current assets
|
5.7
|
|
(20.3
|
)
|
||
Accounts payable
|
1.3
|
|
(56.8
|
)
|
||
Fuel clause over recoveries
|
—
|
|
(20.0
|
)
|
||
Other current liabilities
|
(41.2
|
)
|
(32.3
|
)
|
||
Net cash provided from operating activities
|
197.4
|
|
166.0
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
||||
Capital expenditures (less allowance for equity funds used during construction)
|
(491.1
|
)
|
(331.1
|
)
|
||
Investment in unconsolidated affiliates
|
(5.2
|
)
|
—
|
|
||
Return of capital - equity method investments
|
5.6
|
|
25.2
|
|
||
Proceeds from sale of assets
|
0.4
|
|
0.2
|
|
||
Net cash used in investing activities
|
(490.3
|
)
|
(305.7
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
||||
Dividends paid on common stock
|
(120.8
|
)
|
(109.8
|
)
|
||
Proceeds from long-term debt
|
296.5
|
|
—
|
|
||
Increase in long-term revolver
|
160.0
|
|
—
|
|
||
Payment of long-term debt
|
(0.1
|
)
|
(110.1
|
)
|
||
Increase (decrease) in short-term debt
|
(43.0
|
)
|
284.4
|
|
||
Net cash provided from financing activities
|
292.6
|
|
64.5
|
|
||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(0.3
|
)
|
(75.2
|
)
|
||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
0.3
|
|
75.2
|
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
—
|
|
$
|
—
|
|
|
June 30,
|
December 31,
|
||||
(In millions)
|
2017
|
2016
|
||||
ASSETS
|
|
|
||||
CURRENT ASSETS
|
|
|
||||
Cash and cash equivalents
|
$
|
—
|
|
$
|
0.3
|
|
Accounts receivable, less reserve of $1.1 and $1.5, respectively
|
185.0
|
|
173.0
|
|
||
Accounts receivable - unconsolidated affiliates
|
2.1
|
|
2.5
|
|
||
Accrued unbilled revenues
|
86.7
|
|
59.7
|
|
||
Income taxes receivable
|
14.8
|
|
19.4
|
|
||
Fuel inventories
|
77.5
|
|
79.8
|
|
||
Materials and supplies, at average cost
|
82.9
|
|
81.7
|
|
||
Fuel clause under recoveries
|
107.4
|
|
51.3
|
|
||
Other
|
76.1
|
|
81.8
|
|
||
Total current assets
|
632.5
|
|
549.5
|
|
||
OTHER PROPERTY AND INVESTMENTS
|
|
|
|
|
||
Investment in unconsolidated affiliates
|
1,159.1
|
|
1,158.6
|
|
||
Other
|
75.8
|
|
73.6
|
|
||
Total other property and investments
|
1,234.9
|
|
1,232.2
|
|
||
PROPERTY, PLANT AND EQUIPMENT
|
|
|
||||
In service
|
10,827.4
|
|
10,690.0
|
|
||
Construction work in progress
|
797.8
|
|
495.1
|
|
||
Total property, plant and equipment
|
11,625.2
|
|
11,185.1
|
|
||
Less accumulated depreciation
|
3,536.9
|
|
3,488.9
|
|
||
Net property, plant and equipment
|
8,088.3
|
|
7,696.2
|
|
||
DEFERRED CHARGES AND OTHER ASSETS
|
|
|
||||
Regulatory assets
|
406.8
|
|
404.8
|
|
||
Other
|
58.0
|
|
56.9
|
|
||
Total deferred charges and other assets
|
464.8
|
|
461.7
|
|
||
TOTAL ASSETS
|
$
|
10,420.5
|
|
$
|
9,939.6
|
|
|
June 30,
|
December 31,
|
||||
(In millions)
|
2017
|
2016
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
||||
CURRENT LIABILITIES
|
|
|
||||
Short-term debt
|
$
|
193.2
|
|
$
|
236.2
|
|
Accounts payable
|
188.4
|
|
205.4
|
|
||
Dividends payable
|
60.4
|
|
60.4
|
|
||
Customer deposits
|
79.1
|
|
77.7
|
|
||
Accrued taxes
|
40.1
|
|
41.3
|
|
||
Accrued interest
|
43.7
|
|
40.4
|
|
||
Accrued compensation
|
33.0
|
|
45.1
|
|
||
Long-term debt due within one year
|
224.9
|
|
224.7
|
|
||
Other
|
63.4
|
|
96.0
|
|
||
Total current liabilities
|
926.2
|
|
1,027.2
|
|
||
LONG-TERM DEBT
|
2,863.0
|
|
2,405.8
|
|
||
DEFERRED CREDITS AND OTHER LIABILITIES
|
|
|
||||
Accrued benefit obligations
|
275.6
|
|
274.8
|
|
||
Deferred income taxes
|
2,379.4
|
|
2,334.5
|
|
||
Regulatory liabilities
|
321.6
|
|
299.7
|
|
||
Other
|
162.7
|
|
153.8
|
|
||
Total deferred credits and other liabilities
|
3,139.3
|
|
3,062.8
|
|
||
Total liabilities
|
6,928.5
|
|
6,495.8
|
|
||
COMMITMENTS AND CONTINGENCIES (NOTE 12)
|
|
|
||||
STOCKHOLDERS' EQUITY
|
|
|
||||
Common stockholders' equity
|
1,110.3
|
|
1,105.8
|
|
||
Retained earnings
|
2,409.6
|
|
2,367.3
|
|
||
Accumulated other comprehensive loss, net of tax
|
(27.9
|
)
|
(29.3
|
)
|
||
Total stockholders' equity
|
3,492.0
|
|
3,443.8
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
10,420.5
|
|
$
|
9,939.6
|
|
(In millions)
|
Common Stock
|
Premium on Common Stock
|
Retained Earnings
|
Accumulated Other Comprehensive Income (Loss)
|
Total
|
||||||||||
Balance at December 31, 2016
|
$
|
2.0
|
|
$
|
1,103.8
|
|
$
|
2,367.3
|
|
$
|
(29.3
|
)
|
$
|
3,443.8
|
|
Cumulative effect of change in accounting principle
|
—
|
|
—
|
|
22.3
|
|
—
|
|
22.3
|
|
|||||
Net income
|
—
|
|
—
|
|
140.8
|
|
—
|
|
140.8
|
|
|||||
Other comprehensive income, net of tax
|
—
|
|
—
|
|
—
|
|
1.4
|
|
1.4
|
|
|||||
Dividends declared on common stock
|
—
|
|
—
|
|
(120.8
|
)
|
—
|
|
(120.8
|
)
|
|||||
Stock-based compensation
|
—
|
|
4.5
|
|
—
|
|
—
|
|
4.5
|
|
|||||
Balance at June 30, 2017
|
$
|
2.0
|
|
$
|
1,108.3
|
|
$
|
2,409.6
|
|
$
|
(27.9
|
)
|
$
|
3,492.0
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2015
|
$
|
2.0
|
|
$
|
1,099.3
|
|
$
|
2,259.8
|
|
$
|
(35.1
|
)
|
$
|
3,326.0
|
|
Net income
|
—
|
|
—
|
|
96.7
|
|
—
|
|
96.7
|
|
|||||
Other comprehensive income, net of tax
|
—
|
|
—
|
|
—
|
|
5.7
|
|
5.7
|
|
|||||
Dividends declared on common stock
|
—
|
|
—
|
|
(109.8
|
)
|
—
|
|
(109.8
|
)
|
|||||
Stock-based compensation
|
—
|
|
3.2
|
|
—
|
|
—
|
|
3.2
|
|
|||||
Balance at June 30, 2016
|
$
|
2.0
|
|
$
|
1,102.5
|
|
$
|
2,246.7
|
|
$
|
(29.4
|
)
|
$
|
3,321.8
|
|
1.
|
Summary of Significant Accounting Policies
|
|
June 30,
|
December 31,
|
||||
(In millions)
|
2017
|
2016
|
||||
Regulatory Assets
|
|
|
||||
Current
|
|
|
||||
Fuel clause under recoveries
|
$
|
107.4
|
|
$
|
51.3
|
|
Oklahoma demand program rider under recovery (A)
|
45.1
|
|
51.0
|
|
||
SPP cost tracker under recovery (A)
|
12.7
|
|
10.0
|
|
||
Other (A)
|
5.8
|
|
9.5
|
|
||
Total current regulatory assets
|
$
|
171.0
|
|
$
|
121.8
|
|
Non-current
|
|
|
|
|
||
Benefit obligations regulatory asset
|
$
|
225.1
|
|
$
|
232.6
|
|
Income taxes recoverable from customers, net
|
69.8
|
|
62.3
|
|
||
Deferred storm expenses
|
44.6
|
|
35.7
|
|
||
Smart Grid
|
36.4
|
|
43.2
|
|
||
Unamortized loss on reacquired debt
|
12.7
|
|
13.4
|
|
||
Other
|
18.2
|
|
17.6
|
|
||
Total non-current regulatory assets
|
$
|
406.8
|
|
$
|
404.8
|
|
Regulatory Liabilities
|
|
|
|
|
||
Current
|
|
|
|
|
||
Other (B)
|
$
|
3.9
|
|
$
|
12.3
|
|
Total current regulatory liabilities
|
$
|
3.9
|
|
$
|
12.3
|
|
Non-current
|
|
|
|
|
||
Accrued removal obligations, net
|
$
|
276.5
|
|
$
|
262.8
|
|
Pension tracker
|
35.8
|
|
35.5
|
|
||
Other
|
9.3
|
|
1.4
|
|
||
Total non-current regulatory liabilities
|
$
|
321.6
|
|
$
|
299.7
|
|
(A)
|
Included in Other Current Assets on the
Condensed
Consolidated
Balance Sheets.
|
(B)
|
Included in Other Current Liabilities on the
Condensed
Consolidated
Balance Sheets.
|
|
Six Months Ended June 30,
|
|||||
(In millions)
|
2017
|
2016
|
||||
Balance at January 1
|
$
|
69.6
|
|
$
|
63.3
|
|
Accretion expense
|
1.5
|
|
1.4
|
|
||
Revisions in estimated cash flows
|
0.8
|
|
—
|
|
||
Balance at June 30
|
$
|
71.9
|
|
$
|
64.7
|
|
|
Pension Plan and Restoration of Retirement Income Plan
|
|
Postretirement Benefit Plans
|
|
||||||||||||
(In millions)
|
Net income
(loss) |
Prior service cost
|
|
Net income
|
Prior service cost
|
Total
|
||||||||||
Balance at December 31, 2016
|
$
|
(32.1
|
)
|
$
|
0.1
|
|
|
$
|
2.7
|
|
$
|
—
|
|
$
|
(29.3
|
)
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
1.4
|
|
—
|
|
|
—
|
|
—
|
|
1.4
|
|
|||||
Balance at June 30, 2017
|
$
|
(30.7
|
)
|
$
|
0.1
|
|
|
$
|
2.7
|
|
$
|
—
|
|
$
|
(27.9
|
)
|
|
Pension Plan and Restoration of Retirement Income Plan
|
|
Postretirement Benefit Plans
|
|
||||||||||||
(In millions)
|
Net income
(loss) |
Prior service cost
|
|
Net income
|
Prior service cost
|
Total
|
||||||||||
Balance at December 31, 2015
|
$
|
(39.2
|
)
|
$
|
0.1
|
|
|
$
|
2.5
|
|
$
|
1.5
|
|
$
|
(35.1
|
)
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
1.5
|
|
—
|
|
|
—
|
|
(0.8
|
)
|
0.7
|
|
|||||
Settlement cost
|
5.0
|
|
—
|
|
|
—
|
|
—
|
|
5.0
|
|
|||||
Net current period other comprehensive income (loss)
|
6.5
|
|
—
|
|
|
—
|
|
(0.8
|
)
|
5.7
|
|
|||||
Balance at June 30, 2016
|
$
|
(32.7
|
)
|
$
|
0.1
|
|
|
$
|
2.5
|
|
$
|
0.7
|
|
$
|
(29.4
|
)
|
(A)
|
These accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit cost (See Note
10
for additional information).
|
2.
|
Accounting Pronouncements
|
3.
|
Investment in Unconsolidated Affiliate and Related Party Transactions
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
June 30,
|
June 30,
|
||||||||||
(In millions)
|
2017
|
2016
|
2017
|
2016
|
||||||||
Operating revenues:
|
|
|
|
|
||||||||
Electricity to power electric compression assets
|
$
|
3.3
|
|
$
|
3.0
|
|
$
|
5.5
|
|
$
|
5.3
|
|
Cost of sales:
|
|
|
|
|
||||||||
Natural gas transportation services
|
$
|
8.8
|
|
$
|
8.8
|
|
$
|
17.5
|
|
$
|
17.5
|
|
Natural gas purchases/(sales)
|
(0.4
|
)
|
5.4
|
|
(0.8
|
)
|
6.9
|
|
|
June 30,
|
December 31,
|
||||
Balance Sheet
|
2017
|
2016
|
||||
(In millions)
|
|
|||||
Current assets
|
$
|
351
|
|
$
|
396
|
|
Non-current assets
|
10,780
|
|
10,816
|
|
||
Current liabilities
|
298
|
|
362
|
|
||
Non-current liabilities
|
3,111
|
|
3,056
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
June 30,
|
June 30,
|
||||||||||
Income Statement
|
2017
|
2016
|
2017
|
2016
|
||||||||
(In millions)
|
|
|||||||||||
Operating revenues
|
$
|
626
|
|
$
|
529
|
|
$
|
1,292
|
|
$
|
1,038
|
|
Cost of natural gas and natural gas liquids
|
279
|
|
254
|
|
587
|
|
449
|
|
||||
Operating income
|
122
|
|
57
|
|
262
|
|
160
|
|
||||
Net income
|
86
|
|
35
|
|
197
|
|
121
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
June 30,
|
June 30,
|
||||||||||
Reconciliation of Equity in Earnings of Unconsolidated Affiliates
|
2017
|
2016
|
2017
|
2016
|
||||||||
(In millions)
|
|
|
||||||||||
Enable net income
|
$
|
86.2
|
|
$
|
34.7
|
|
$
|
197.4
|
|
$
|
120.7
|
|
Differences due to timing of OGE Energy and Enable accounting close
|
—
|
|
1.5
|
|
—
|
|
(10.2
|
)
|
||||
Enable net income used to calculate OGE Energy's equity in earnings
|
$
|
86.2
|
|
$
|
36.2
|
|
$
|
197.4
|
|
$
|
110.5
|
|
OGE Energy’s percent ownership at period end
|
25.7
|
%
|
26.3
|
%
|
25.7
|
%
|
26.3
|
%
|
||||
OGE Energy’s portion of Enable net income
|
$
|
22.2
|
|
$
|
9.1
|
|
$
|
50.7
|
|
$
|
28.6
|
|
Impairments recognized by Enable associated with OGE Energy’s basis differences
|
—
|
|
—
|
|
—
|
|
1.8
|
|
||||
OGE Energy's share of Enable net income
|
$
|
22.2
|
|
$
|
9.1
|
|
$
|
50.7
|
|
$
|
30.4
|
|
Amortization of basis difference
|
2.9
|
|
3.0
|
|
5.7
|
|
5.9
|
|
||||
Elimination of Enable fair value step up
|
4.3
|
|
4.6
|
|
8.6
|
|
8.7
|
|
||||
Equity in earnings of unconsolidated affiliates
|
$
|
29.4
|
|
$
|
16.7
|
|
$
|
65.0
|
|
$
|
45.0
|
|
4.
|
Fair Value Measurements
|
|
June 30,
|
December 31,
|
||||||||||
|
2017
|
2016
|
||||||||||
(In millions)
|
Carrying Amount
|
Fair
Value |
Carrying Amount
|
Fair
Value |
||||||||
Long-term Debt (including Long-term Debt due within one year)
|
|
|
|
|
||||||||
Senior Notes
|
$
|
2,682.8
|
|
$
|
3,008.1
|
|
$
|
2,385.5
|
|
$
|
2,657.2
|
|
OG&E Revolving Credit Facility
|
160.0
|
|
160.0
|
|
—
|
|
—
|
|
||||
OG&E Industrial Authority Bonds
|
135.4
|
|
135.4
|
|
135.4
|
|
135.4
|
|
||||
Tinker Debt
|
9.8
|
|
9.6
|
|
9.9
|
|
9.5
|
|
||||
OGE Energy Senior Notes
|
99.9
|
|
100.0
|
|
99.7
|
|
99.9
|
|
5.
|
Stock-Based Compensation
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||
(In millions)
|
2017
|
2016
|
2017
|
2016
|
||||||||
Performance units
|
|
|
|
|
||||||||
Total shareholder return
|
$
|
1.8
|
|
$
|
1.1
|
|
$
|
3.3
|
|
$
|
2.2
|
|
Earnings per share
|
0.6
|
|
0.4
|
|
1.2
|
|
1.0
|
|
||||
Total performance units
|
2.4
|
|
1.5
|
|
4.5
|
|
3.2
|
|
||||
Restricted stock
|
—
|
|
0.1
|
|
—
|
|
0.1
|
|
||||
Total compensation expense
|
$
|
2.4
|
|
$
|
1.6
|
|
$
|
4.5
|
|
$
|
3.3
|
|
Income tax benefit
|
$
|
1.0
|
|
$
|
0.7
|
|
$
|
1.8
|
|
$
|
1.3
|
|
6.
|
Income Taxes
|
7.
|
Common Equity
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||
(In millions except per share data)
|
2017
|
2016
|
2017
|
2016
|
||||||||
Net income
|
$
|
104.8
|
|
$
|
71.5
|
|
$
|
140.8
|
|
$
|
96.7
|
|
Average Common Shares Outstanding
|
|
|
|
|
||||||||
Basic average common shares outstanding
|
199.7
|
|
199.7
|
|
199.7
|
|
199.7
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
||||||||
Contingently issuable shares (performance and restricted stock units)
|
0.2
|
|
0.1
|
|
0.3
|
|
0.1
|
|
||||
Diluted average common shares outstanding
|
199.9
|
|
199.8
|
|
200.0
|
|
199.8
|
|
||||
Basic Earnings Per Average Common Share
|
$
|
0.52
|
|
$
|
0.35
|
|
$
|
0.70
|
|
$
|
0.48
|
|
Diluted Earnings Per Average Common Share
|
$
|
0.52
|
|
$
|
0.35
|
|
$
|
0.70
|
|
$
|
0.48
|
|
Anti-dilutive shares excluded from earnings per share calculation
|
—
|
|
—
|
|
—
|
|
—
|
|
8.
|
Long-Term Debt
|
SERIES
|
DATE DUE
|
AMOUNT
|
||||
|
|
|
|
(In millions)
|
||
0.65%
|
-
|
0.98%
|
Garfield Industrial Authority, January 1, 2025
|
$
|
47.0
|
|
0.65%
|
-
|
0.95%
|
Muskogee Industrial Authority, January 1, 2025
|
32.4
|
|
|
0.66%
|
-
|
0.97%
|
Muskogee Industrial Authority, June 1, 2027
|
56.0
|
|
|
Total (redeemable during next 12 months)
|
$
|
135.4
|
|
9.
|
Short-Term Debt and Credit
Facilities
|
|
Aggregate
|
Amount
|
Weighted-Average
|
|
|
|||||
Entity
|
Commitment
|
Outstanding (A)
|
Interest Rate
|
|
Expiration
|
|||||
(In millions)
|
|
|
|
|
||||||
OGE Energy (B)
|
$
|
450.0
|
|
$
|
193.2
|
|
1.45
|
%
|
(D)
|
March 8, 2022
|
OG&E (C)
|
450.0
|
|
160.3
|
|
1.92
|
%
|
(D)
|
March 8, 2022
|
||
Total
|
$
|
900.0
|
|
$
|
353.5
|
|
1.66
|
%
|
|
|
(A)
|
Includes direct borrowings under the revolving credit agreements, commercial paper borrowings and letters of credit at
June 30, 2017
.
|
(B)
|
This bank facility is available to back up the Company'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.
At
June 30, 2017
,
$160.0 million
in outstanding borrowings under the revolving credit facility was classified as Long-term Debt in the Company's Condensed Consolidated Balance Sheet.
|
(D)
|
Represents the weighted-average interest rate for the outstanding borrowings under the revolving credit agreements, commercial paper borrowings and letters of credit.
|
10.
|
Retirement Plans and Postretirement Benefit Plans
|
|
Pension Plan
|
|
Restoration of Retirement
Income Plan |
||||||||||||||||||||||
|
Three Months Ended
|
Six Months Ended
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||||||||||||
|
June 30,
|
June 30,
|
|
June 30,
|
June 30,
|
||||||||||||||||||||
(In millions)
|
2017
(A) |
2016
(A) |
2017
(B) |
2016
(B) |
|
2017
(A) |
2016
(A) |
2017
(B) |
2016
(B) |
||||||||||||||||
Service cost
|
$
|
3.5
|
|
$
|
3.5
|
|
$
|
7.7
|
|
$
|
7.9
|
|
|
$
|
0.1
|
|
$
|
0.1
|
|
$
|
0.2
|
|
$
|
0.2
|
|
Interest cost
|
6.6
|
|
6.1
|
|
13.1
|
|
12.7
|
|
|
—
|
|
0.1
|
|
0.1
|
|
0.2
|
|
||||||||
Expected return on plan assets
|
(10.6
|
)
|
(10.2
|
)
|
(21.3
|
)
|
(20.7
|
)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Amortization of net loss
|
4.7
|
|
4.0
|
|
8.7
|
|
8.2
|
|
|
0.1
|
|
0.1
|
|
0.2
|
|
0.3
|
|
||||||||
Settlement
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
8.7
|
|
—
|
|
8.7
|
|
||||||||
Total net periodic benefit cost
|
4.2
|
|
3.4
|
|
8.2
|
|
8.1
|
|
|
0.2
|
|
9.0
|
|
0.5
|
|
9.4
|
|
||||||||
Less: Amount paid by unconsolidated affiliates
|
0.9
|
|
1.2
|
|
1.7
|
|
2.5
|
|
|
—
|
|
0.2
|
|
—
|
|
0.2
|
|
||||||||
Net periodic benefit cost (net of unconsolidated affiliates)
|
$
|
3.3
|
|
$
|
2.2
|
|
$
|
6.5
|
|
$
|
5.6
|
|
|
$
|
0.2
|
|
$
|
8.8
|
|
$
|
0.5
|
|
$
|
9.2
|
|
(A)
|
In addition to the
$3.5 million
and
$11.0 million
of net periodic benefit cost recognized
during the
three months ended
June 30, 2017
and
2016
,
respectively
,
OG&E recognized the following:
|
•
|
an increase in pension expense during the
three months ended
June 30, 2017
and
2016
of
$2.9 million
and
$2.6 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.)
;
|
•
|
a deferral of pension expense during the
three months ended
June 30, 2017
of
$2.3 million
related to the Arkansas jurisdictional portion of the pension settlement charge of
$22.4 million
in 2013
;
|
•
|
a deferral of pension expense during the
three months ended
June 30, 2016
of
$0.6 million
related to the pension settlement charge of
$8.7 million
,
in accordance with the Oklahoma pension tracker regulatory liability (See Note 1.);
and
|
•
|
a deferral of pension expense during the
three months ended
June 30, 2016
of
$0.1 million
related to the Arkansas jurisdictional portion of the pension settlement charge of
$8.7 million
.
|
(B)
|
In addition to the
$7.0 million
and
$14.8 million
of net periodic benefit cost recognized
during the
six months ended
June 30, 2017
and
2016
,
respectively
,
OG&E recognized the following:
|
•
|
an increase in pension expense during the
six months ended
June 30, 2017
and
2016
of
$5.8 million
and
$4.9 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.)
;
|
•
|
a deferral of pension expense during the
six months ended
June 30, 2017
of
$2.3 million
related to the Arkansas jurisdictional portion of the pension settlement charge of
$22.4 million
in 2013
;
|
•
|
a deferral of pension expense during the
six months ended
June 30, 2016
of
$0.6 million
related to the pension settlement charge of
$8.7 million
,
in accordance with the Oklahoma pension tracker regulatory liability (See Note 1.);
and
|
•
|
a deferral of pension expense during the
six months ended
June 30, 2016
of
$0.1 million
related to the Arkansas jurisdictional portion of the pension settlement charge of
$8.7 million
.
|
|
Postretirement Benefit Plans
|
|||||||||||
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
June 30,
|
June 30,
|
||||||||||
(In millions)
|
2017 (B)
|
2016 (B)
|
2017 (C)
|
2016 (C)
|
||||||||
Service cost
|
$
|
0.2
|
|
$
|
0.1
|
|
$
|
0.4
|
|
$
|
0.4
|
|
Interest cost
|
2.1
|
|
2.4
|
|
4.3
|
|
4.7
|
|
||||
Expected return on plan assets
|
(0.5
|
)
|
(0.5
|
)
|
(1.1
|
)
|
(1.1
|
)
|
||||
Amortization of net loss
|
0.2
|
|
0.8
|
|
0.8
|
|
1.3
|
|
||||
Amortization of unrecognized prior service cost (A)
|
—
|
|
(2.2
|
)
|
—
|
|
(4.4
|
)
|
||||
Total net periodic benefit cost
|
2.0
|
|
0.6
|
|
4.4
|
|
0.9
|
|
||||
Less: Amount paid by unconsolidated affiliates
|
0.2
|
|
—
|
|
0.6
|
|
0.1
|
|
||||
Net periodic benefit cost (net of unconsolidated affiliates)
|
$
|
1.8
|
|
$
|
0.6
|
|
$
|
3.8
|
|
$
|
0.8
|
|
(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
$1.8 million
and
$0.6 million
of net periodic benefit cost recognized during the
three months ended
June 30, 2017
and
2016
, respectively, OG&E recognized an increase in postretirement medical expense in the
three months ended
June 30, 2017
and
2016
of
$1.0 million
and
$2.0 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
$3.8 million
and
$0.8 million
of net periodic benefit cost recognized during the
six months ended
June 30, 2017
and
2016
, respectively, OG&E recognized
an increase in postretirement medical expense in the
six months ended
June 30, 2017
and
2016
of
$2.1 million
and
$4.0 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.).
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
June 30,
|
June 30,
|
||||||||||
(In millions)
|
2017
|
2016
|
2017
|
2016
|
||||||||
Capitalized portion of net periodic pension benefit cost
|
$
|
1.2
|
|
$
|
0.8
|
|
$
|
2.3
|
|
$
|
2.0
|
|
Capitalized portion of net periodic postretirement benefit cost
|
0.5
|
|
0.2
|
|
1.2
|
|
0.4
|
|
11.
|
Report of Business Segments
|
Three Months Ended June 30, 2017
|
Electric Utility
|
Natural Gas Midstream Operations
|
Other Operations
|
Eliminations
|
Total
|
||||||||||
(In millions)
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
586.4
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
586.4
|
|
Cost of sales
|
232.1
|
|
—
|
|
—
|
|
—
|
|
232.1
|
|
|||||
Other operation and maintenance
|
116.5
|
|
0.2
|
|
(1.9
|
)
|
—
|
|
114.8
|
|
|||||
Depreciation and amortization
|
73.7
|
|
—
|
|
1.0
|
|
—
|
|
74.7
|
|
|||||
Taxes other than income
|
20.2
|
|
0.3
|
|
0.8
|
|
—
|
|
21.3
|
|
|||||
Operating income (loss)
|
143.9
|
|
(0.5
|
)
|
0.1
|
|
—
|
|
143.5
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
—
|
|
29.4
|
|
—
|
|
—
|
|
29.4
|
|
|||||
Other income
|
15.6
|
|
—
|
|
—
|
|
—
|
|
15.6
|
|
|||||
Interest expense
|
35.6
|
|
—
|
|
1.5
|
|
—
|
|
37.1
|
|
|||||
Income tax expense (benefit)
|
37.7
|
|
10.6
|
|
(1.7
|
)
|
—
|
|
46.6
|
|
|||||
Net income
|
$
|
86.2
|
|
$
|
18.3
|
|
$
|
0.3
|
|
$
|
—
|
|
$
|
104.8
|
|
Investment in unconsolidated affiliates
|
$
|
—
|
|
$
|
1,153.9
|
|
$
|
5.2
|
|
$
|
—
|
|
$
|
1,159.1
|
|
Total assets
|
$
|
9,199.0
|
|
$
|
1,513.9
|
|
$
|
89.2
|
|
$
|
(381.6
|
)
|
$
|
10,420.5
|
|
Three Months Ended June 30, 2016
|
Electric Utility
|
Natural Gas Midstream Operations
|
Other Operations
|
Eliminations
|
Total
|
||||||||||
(In millions)
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
551.4
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
551.4
|
|
Cost of sales
|
197.7
|
|
—
|
|
—
|
|
—
|
|
197.7
|
|
|||||
Other operation and maintenance
|
124.8
|
|
7.8
|
|
(5.0
|
)
|
—
|
|
127.6
|
|
|||||
Depreciation and amortization
|
78.4
|
|
—
|
|
1.7
|
|
—
|
|
80.1
|
|
|||||
Taxes other than income
|
19.1
|
|
—
|
|
1.0
|
|
—
|
|
20.1
|
|
|||||
Operating income (loss)
|
131.4
|
|
(7.8
|
)
|
2.3
|
|
—
|
|
125.9
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
—
|
|
16.7
|
|
—
|
|
—
|
|
16.7
|
|
|||||
Other income (expense)
|
7.0
|
|
—
|
|
(1.4
|
)
|
(0.1
|
)
|
5.5
|
|
|||||
Interest expense
|
35.0
|
|
—
|
|
1.1
|
|
(0.1
|
)
|
36.0
|
|
|||||
Income tax expense
|
31.1
|
|
9.3
|
|
0.2
|
|
—
|
|
40.6
|
|
|||||
Net income (loss)
|
$
|
72.3
|
|
$
|
(0.4
|
)
|
$
|
(0.4
|
)
|
$
|
—
|
|
$
|
71.5
|
|
Investment in unconsolidated affiliates
|
$
|
—
|
|
$
|
1,168.8
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,168.8
|
|
Total assets
|
$
|
8,380.2
|
|
$
|
1,481.8
|
|
$
|
94.9
|
|
$
|
(297.7
|
)
|
$
|
9,659.2
|
|
Six Months Ended June 30, 2017
|
Electric Utility
|
Natural Gas Midstream Operations
|
Other Operations
|
Eliminations
|
Total
|
||||||||||
(In millions)
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
1,042.4
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,042.4
|
|
Cost of sales
|
440.8
|
|
—
|
|
—
|
|
—
|
|
440.8
|
|
|||||
Other operation and maintenance
|
242.6
|
|
0.3
|
|
(4.1
|
)
|
—
|
|
238.8
|
|
|||||
Depreciation and amortization
|
128.4
|
|
—
|
|
1.9
|
|
—
|
|
130.3
|
|
|||||
Taxes other than income
|
42.5
|
|
0.5
|
|
2.2
|
|
—
|
|
45.2
|
|
|||||
Operating income (loss)
|
188.1
|
|
(0.8
|
)
|
—
|
|
—
|
|
187.3
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
—
|
|
65.0
|
|
—
|
|
—
|
|
65.0
|
|
|||||
Other income (expense)
|
28.5
|
|
0.1
|
|
(1.3
|
)
|
(0.1
|
)
|
27.2
|
|
|||||
Interest expense
|
69.2
|
|
—
|
|
3.0
|
|
(0.1
|
)
|
72.1
|
|
|||||
Income tax expense (benefit)
|
45.0
|
|
26.0
|
|
(4.4
|
)
|
—
|
|
66.6
|
|
|||||
Net income
|
$
|
102.4
|
|
$
|
38.3
|
|
$
|
0.1
|
|
$
|
—
|
|
$
|
140.8
|
|
Investment in unconsolidated affiliates
|
$
|
—
|
|
$
|
1,153.9
|
|
$
|
5.2
|
|
$
|
—
|
|
$
|
1,159.1
|
|
Total assets
|
$
|
9,199.0
|
|
$
|
1,513.9
|
|
$
|
89.2
|
|
$
|
(381.6
|
)
|
$
|
10,420.5
|
|
Six Months Ended June 30, 2016
|
Electric Utility
|
Natural Gas Midstream Operations
|
Other Operations
|
Eliminations
|
Total
|
||||||||||
(In millions)
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
984.5
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
984.5
|
|
Cost of sales
|
375.6
|
|
—
|
|
—
|
|
—
|
|
375.6
|
|
|||||
Other operation and maintenance
|
241.1
|
|
8.0
|
|
(7.6
|
)
|
—
|
|
241.5
|
|
|||||
Depreciation and amortization
|
155.1
|
|
—
|
|
3.5
|
|
—
|
|
158.6
|
|
|||||
Taxes other than income
|
42.7
|
|
—
|
|
2.3
|
|
—
|
|
45.0
|
|
|||||
Operating income (loss)
|
170.0
|
|
(8.0
|
)
|
1.8
|
|
—
|
|
163.8
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
—
|
|
45.0
|
|
—
|
|
—
|
|
45.0
|
|
|||||
Other income (expense)
|
12.3
|
|
—
|
|
(1.1
|
)
|
(0.2
|
)
|
11.0
|
|
|||||
Interest expense
|
70.5
|
|
—
|
|
2.0
|
|
(0.2
|
)
|
72.3
|
|
|||||
Income tax expense (benefit)
|
33.4
|
|
19.4
|
|
(2.0
|
)
|
—
|
|
50.8
|
|
|||||
Net income
|
$
|
78.4
|
|
$
|
17.6
|
|
$
|
0.7
|
|
$
|
—
|
|
$
|
96.7
|
|
Investment in unconsolidated affiliates
|
$
|
—
|
|
$
|
1,168.8
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,168.8
|
|
Total assets
|
$
|
8,380.2
|
|
$
|
1,481.8
|
|
$
|
94.9
|
|
$
|
(297.7
|
)
|
$
|
9,659.2
|
|
12.
|
Commitments and Contingencies
|
13.
|
Rate Matters and Regulation
|
•
|
an increase in net income at OGE Holdings of $18.7 million, or $0.09 per diluted share of the Company's common stock, primarily due to an increase of equity in earnings of Enable and a decrease in other operation and maintenance expense resulting from the 2016 settlement of the Supplemental Executive Retirement Plan and the Restoration of Retirement Income Plan;
|
•
|
an increase in net income at OG&E of
$13.9 million
, or $0.07
per diluted share of
the Company's common stock,
primarily due to lower other operation and maintenance expense, lower depreciation expense related to the reduction in depreciation rates approved in the OCC's final order as discussed in Note
13,
and higher other income related to increased allowance for equity funds used during construction, partially offset by higher income tax expense
; and
|
•
|
an increase in net income at OGE Energy of $0.7 million, or $0.01 per diluted share of the Company's common stock, primarily due to less expense associated with the deferred compensation plan and a decrease in income tax expense, partially offset by an increase in other operation and maintenance expense.
|
•
|
an increase in net income at OG&E of
$24.0 million
, or $0.12
per diluted share of
the Company's common stock,
primarily due to lower depreciation expense related to the reduction in depreciation rates approved in the OCC's final order as discussed in
Note 13,
and higher other income related to increased allowance for equity funds used during construction, partially offset by higher income tax expense and a decrease in gross margin
; and
|
•
|
an increase in net income at OGE Holdings of $20.7 million, or $0.10 per diluted share of the Company's common stock, primarily due to an increase of equity in earnings of Enable and a decrease in other operation and maintenance expense resulting from the 2016 settlement of the Supplemental Executive Retirement Plan and the Restoration of Retirement Income Plan, partially offset by an increase in income tax expense.
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
June 30,
|
June 30,
|
||||||||||
(In millions except per share data)
|
2017
|
2016
|
2017
|
2016
|
||||||||
Net income
|
$
|
104.8
|
|
$
|
71.5
|
|
$
|
140.8
|
|
$
|
96.7
|
|
Basic average common shares outstanding
|
199.7
|
|
199.7
|
|
199.7
|
|
199.7
|
|
||||
Diluted average common shares outstanding
|
199.9
|
|
199.8
|
|
200.0
|
|
199.8
|
|
||||
Basic earnings per average common share
|
$
|
0.52
|
|
$
|
0.35
|
|
$
|
0.70
|
|
$
|
0.48
|
|
Diluted earnings per average common share
|
$
|
0.52
|
|
$
|
0.35
|
|
$
|
0.70
|
|
$
|
0.48
|
|
Dividends declared per common share
|
$
|
0.30250
|
|
$
|
0.27500
|
|
$
|
0.60500
|
|
$
|
0.55000
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
June 30,
|
June 30,
|
||||||||||
(In millions)
|
2017
|
2016
|
2017
|
2016
|
||||||||
Net income (loss)
|
|
|
|
|
||||||||
OG&E (Electric Utility)
|
$
|
86.2
|
|
$
|
72.3
|
|
$
|
102.4
|
|
$
|
78.4
|
|
OGE Holdings (Natural Gas Midstream Operations)
|
18.3
|
|
(0.4
|
)
|
38.3
|
|
17.6
|
|
||||
Other Operations (A)
|
0.3
|
|
(0.4
|
)
|
0.1
|
|
0.7
|
|
||||
Consolidated net income
|
$
|
104.8
|
|
$
|
71.5
|
|
$
|
140.8
|
|
$
|
96.7
|
|
(A)
|
Other Operations primarily includes the operations of the holding company and consolidating eliminations.
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
June 30,
|
June 30,
|
||||||||||
(Dollars in millions)
|
2017
|
2016
|
2017
|
2016
|
||||||||
Operating revenues
|
$
|
586.4
|
|
$
|
551.4
|
|
$
|
1,042.4
|
|
$
|
984.5
|
|
Cost of sales
|
232.1
|
|
197.7
|
|
440.8
|
|
375.6
|
|
||||
Other operation and maintenance
|
116.5
|
|
124.8
|
|
242.6
|
|
241.1
|
|
||||
Depreciation and amortization
|
73.7
|
|
78.4
|
|
128.4
|
|
155.1
|
|
||||
Taxes other than income
|
20.2
|
|
19.1
|
|
42.5
|
|
42.7
|
|
||||
Operating income
|
143.9
|
|
131.4
|
|
188.1
|
|
170.0
|
|
||||
Allowance for equity funds used during construction
|
8.5
|
|
3.7
|
|
15.4
|
|
5.3
|
|
||||
Other income
|
7.7
|
|
4.4
|
|
14.1
|
|
8.4
|
|
||||
Other expense
|
0.6
|
|
1.1
|
|
1.0
|
|
1.4
|
|
||||
Interest expense
|
35.6
|
|
35.0
|
|
69.2
|
|
70.5
|
|
||||
Income tax expense
|
37.7
|
|
31.1
|
|
45.0
|
|
33.4
|
|
||||
Net income
|
$
|
86.2
|
|
$
|
72.3
|
|
$
|
102.4
|
|
$
|
78.4
|
|
Operating revenues by classification
|
|
|
|
|
||||||||
Residential
|
$
|
212.6
|
|
$
|
219.6
|
|
$
|
404.9
|
|
$
|
398.1
|
|
Commercial
|
152.1
|
|
143.1
|
|
276.4
|
|
245.8
|
|
||||
Industrial
|
54.0
|
|
48.8
|
|
98.3
|
|
87.0
|
|
||||
Oilfield
|
43.1
|
|
38.8
|
|
81.2
|
|
71.1
|
|
||||
Public authorities and street light
|
54.3
|
|
51.5
|
|
98.8
|
|
87.6
|
|
||||
Sales for resale
|
0.1
|
|
0.1
|
|
0.1
|
|
0.2
|
|
||||
System sales revenues
|
516.2
|
|
501.9
|
|
959.7
|
|
889.8
|
|
||||
Provision for rate refund
|
16.6
|
|
—
|
|
(4.2
|
)
|
—
|
|
||||
Integrated market
|
6.3
|
|
10.7
|
|
2.8
|
|
19.8
|
|
||||
Other
|
47.3
|
|
38.8
|
|
84.1
|
|
74.9
|
|
||||
Total operating revenues
|
$
|
586.4
|
|
$
|
551.4
|
|
$
|
1,042.4
|
|
$
|
984.5
|
|
Reconciliation of gross margin to revenue
|
|
|
|
|
||||||||
Operating revenues
|
$
|
586.4
|
|
$
|
551.4
|
|
$
|
1,042.4
|
|
$
|
984.5
|
|
Cost of sales
|
232.1
|
|
197.7
|
|
440.8
|
|
375.6
|
|
||||
Gross margin
|
$
|
354.3
|
|
$
|
353.7
|
|
$
|
601.6
|
|
$
|
608.9
|
|
MWh sales by classification
(In millions)
|
|
|
|
|
||||||||
Residential
|
2.0
|
|
2.0
|
|
4.0
|
|
4.1
|
|
||||
Commercial
|
2.0
|
|
2.0
|
|
3.6
|
|
3.6
|
|
||||
Industrial
|
1.0
|
|
0.9
|
|
1.8
|
|
1.8
|
|
||||
Oilfield
|
0.8
|
|
0.8
|
|
1.6
|
|
1.6
|
|
||||
Public authorities and street light
|
0.8
|
|
0.8
|
|
1.5
|
|
1.5
|
|
||||
System sales
|
6.6
|
|
6.5
|
|
12.5
|
|
12.6
|
|
||||
Integrated market
|
0.5
|
|
0.4
|
|
0.8
|
|
0.8
|
|
||||
Total sales
|
7.1
|
|
6.9
|
|
13.3
|
|
13.4
|
|
||||
Number of customers
|
838,163
|
|
829,779
|
|
838,163
|
|
829,779
|
|
||||
Weighted-average cost of energy per kilowatt-hour - cents
|
|
|
|
|
||||||||
Natural gas
|
2.842
|
|
2.262
|
|
2.831
|
|
2.157
|
|
||||
Coal
|
2.188
|
|
2.293
|
|
2.142
|
|
2.290
|
|
||||
Total fuel
|
2.302
|
|
2.122
|
|
2.215
|
|
2.034
|
|
||||
Total fuel and purchased power
|
3.209
|
|
2.735
|
|
3.172
|
|
2.675
|
|
||||
Degree days (A)
|
|
|
|
|
||||||||
Heating - Actual
|
189
|
|
159
|
|
1,570
|
|
1,711
|
|
||||
Heating - Normal
|
203
|
|
203
|
|
2,002
|
|
2,001
|
|
||||
Cooling - Actual
|
567
|
|
620
|
|
624
|
|
632
|
|
||||
Cooling - Normal
|
625
|
|
625
|
|
638
|
|
638
|
|
(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,
|
|
Change for
|
|||||
|
June 30, 2017
|
|||||
(In millions)
|
Three Months Ended
|
Six Months Ended
|
||||
New customer growth
|
$
|
3.6
|
|
$
|
5.7
|
|
Wholesale transmission revenue
|
3.0
|
|
2.7
|
|
||
Industrial and oilfield sales
|
1.5
|
|
1.6
|
|
||
Non-residential demand and related revenues
|
1.2
|
|
2.7
|
|
||
Price variance
|
0.9
|
|
(0.7
|
)
|
||
Reserve for rate refund (A)
|
—
|
|
(5.4
|
)
|
||
Weather (price and quantity) (B)
|
(9.5
|
)
|
(14.4
|
)
|
||
Other
|
(0.1
|
)
|
0.5
|
|
||
Change in gross margin
|
$
|
0.6
|
|
$
|
(7.3
|
)
|
(A)
|
On July 1, 2016, OG&E implemented an annual interim rate increase of
$69.5 million
. On March 20, 2017, the OCC issued a final order resulting in an annual increase of
$8.8 million
,
as discussed in Note
13.
|
(B)
|
Cooling degree days decreased approximately nine percent during the
three months ended June 30, 2017
.
Cooling degree days decreased approximately 11 percent, and heating degree days decreased approximately eight percent during the
six months ended June 30, 2017
.
|
|
Change for
|
|||||
|
June 30, 2017
|
|||||
(In millions)
|
Three Months Ended
|
Six Months Ended
|
||||
Fuel expense (A)
|
$
|
2.8
|
|
$
|
16.1
|
|
Purchased power costs
|
|
|
||||
Purchases from SPP (B)
|
23.3
|
|
40.6
|
|
||
Wind
|
2.1
|
|
2.8
|
|
||
Cogeneration
|
1.7
|
|
(3.9
|
)
|
||
Transmission expense (C)
|
4.5
|
|
9.6
|
|
||
Change in cost of sales
|
$
|
34.4
|
|
$
|
65.2
|
|
(A)
|
Increase in fuel expense was primarily due to increased utilization of company-owned generation.
|
(B)
|
Increase of
$23.3 million
in the cost of purchases from the SPP for the
three months ended June 30, 2017
was due to a 2.1 percent increase in MWhs purchased and an increase of 39.2 percent in cost per MWh purchased. Increase of
$40.6 million
in the cost of purchases from the SPP for the
six months ended
June 30, 2017
was due to an increase of 49.4 percent in cost per MWh purchased which was offset by a 4.5 percent decrease in MWhs purchased. The increase in cost per MWh purchased during both periods was due to an increase in fuel prices and higher grid congestion costs during
2017
.
|
(C)
|
Increase in transmission-related charges was primarily due to higher SPP charges for the base plan projects of other utilities.
|
|
Change for
|
|||||
|
June 30, 2017
|
|||||
(In millions)
|
Three Months Ended
|
Six Months Ended
|
||||
Additional capitalized labor (A)
|
$
|
(3.9
|
)
|
$
|
(4.5
|
)
|
Maintenance at power plants
|
(3.5
|
)
|
(2.5
|
)
|
||
Corporate allocations and overheads
|
(2.5
|
)
|
(0.5
|
)
|
||
Payroll and benefits (B)
|
(1.5
|
)
|
1.1
|
|
||
Marketing (related to demand side management)
|
(0.2
|
)
|
2.7
|
|
||
Contract professional services (C)
|
2.1
|
|
3.7
|
|
||
Other
|
0.7
|
|
0.5
|
|
||
Fees and permits
|
0.5
|
|
1.0
|
|
||
Change in other operation and maintenance expense
|
$
|
(8.3
|
)
|
$
|
1.5
|
|
(A)
|
Decreased primarily due to more storm costs exceeding the $2.7 million OCC-allowed threshold, which were moved to a regulatory asset.
|
(B)
|
Decreased during the three months ended June 30, 2017 primarily due to a decrease in pension expense related to the Arkansas rate case recovery. Increased during the six months ended June 30, 2017 primarily due to increased overtime, annual salaries and 401k match due to higher incentive payout, partially offset by decreased incentive compensation accruals and pension expense related to Arkansas rate case recovery.
|
(C)
|
Increased primarily due to increased consulting costs associated with demand side management programs.
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||
(In millions)
|
2017
|
2016
|
2017
|
2016
|
||||||||
Operating revenues
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Cost of sales
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Other operation and maintenance
|
0.2
|
|
7.8
|
|
0.3
|
|
8.0
|
|
||||
Depreciation and amortization
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Taxes other than income
|
0.3
|
|
—
|
|
0.5
|
|
—
|
|
||||
Operating loss
|
(0.5
|
)
|
(7.8
|
)
|
(0.8
|
)
|
(8.0
|
)
|
||||
Equity in earnings of unconsolidated affiliates
|
29.4
|
|
16.7
|
|
65.0
|
|
45.0
|
|
||||
Other income
|
—
|
|
—
|
|
0.1
|
|
—
|
|
||||
Income before taxes
|
28.9
|
|
8.9
|
|
64.3
|
|
37.0
|
|
||||
Income tax expense
|
10.6
|
|
9.3
|
|
26.0
|
|
19.4
|
|
||||
Net income (loss) attributable to OGE Holdings
|
$
|
18.3
|
|
$
|
(0.4
|
)
|
$
|
38.3
|
|
$
|
17.6
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
June 30,
|
June 30,
|
||||||||||
Reconciliation of Equity in Earnings of Unconsolidated Affiliates
|
2017
|
2016
|
2017
|
2016
|
||||||||
(In millions)
|
|
|
||||||||||
Enable net income
|
$
|
86.2
|
|
$
|
34.7
|
|
$
|
197.4
|
|
$
|
120.7
|
|
Differences due to timing of OGE Energy and Enable accounting close
|
—
|
|
1.5
|
|
—
|
|
(10.2
|
)
|
||||
Enable net income used to calculate OGE Energy's equity in earnings
|
$
|
86.2
|
|
$
|
36.2
|
|
$
|
197.4
|
|
$
|
110.5
|
|
OGE Energy’s percent ownership at period end
|
25.7
|
%
|
26.3
|
%
|
25.7
|
%
|
26.3
|
%
|
||||
OGE Energy’s portion of Enable net income
|
$
|
22.2
|
|
$
|
9.1
|
|
$
|
50.7
|
|
$
|
28.6
|
|
Impairments recognized by Enable associated with OGE Energy’s basis differences
|
—
|
|
—
|
|
—
|
|
1.8
|
|
||||
OGE Energy's share of Enable net income
|
$
|
22.2
|
|
$
|
9.1
|
|
$
|
50.7
|
|
$
|
30.4
|
|
Amortization of basis difference
|
2.9
|
|
3.0
|
|
5.7
|
|
5.9
|
|
||||
Elimination of Enable fair value step up
|
4.3
|
|
4.6
|
|
8.6
|
|
8.7
|
|
||||
Equity in earnings of unconsolidated affiliates
|
$
|
29.4
|
|
$
|
16.7
|
|
$
|
65.0
|
|
$
|
45.0
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||
|
June 30,
|
June 30,
|
||||||||||
(In millions)
|
2017
|
2016
|
2017
|
2016
|
||||||||
Operating revenues
|
$
|
626
|
|
$
|
529
|
|
$
|
1,292
|
|
$
|
1,038
|
|
Cost of natural gas and natural gas liquids
|
279
|
|
254
|
|
587
|
|
449
|
|
||||
Operating income
|
122
|
|
57
|
|
262
|
|
160
|
|
||||
Net income
|
86
|
|
35
|
|
197
|
|
121
|
|
|
Three Months Ended
|
Six Months Ended
|
||||||
|
June 30,
|
June 30,
|
||||||
|
2017
|
2016
|
2017
|
2016
|
||||
Gathered volumes - TBtu/d
|
3.31
|
|
3.10
|
|
3.30
|
|
3.07
|
|
Transportation volumes - TBtu/d
|
4.86
|
|
4.87
|
|
5.17
|
|
4.99
|
|
Natural gas processed volumes - TBtu/d
|
1.91
|
|
1.76
|
|
1.89
|
|
1.78
|
|
NGLs sold - million gallons/d (A)(B)
|
86.51
|
|
83.80
|
|
82.61
|
|
80.15
|
|
(A)
|
Excludes condensate.
|
(B)
|
NGLs sold includes volumes of NGLs withdrawn from inventory or purchased for system balancing purposes.
|
|
Six Months Ended
|
|
|
||||||||
|
June 30,
|
2017 vs. 2016
|
|||||||||
(In millions)
|
2017
|
2016
|
$ Change
|
% Change
|
|||||||
Net cash provided from operating activities
|
$
|
197.4
|
|
$
|
166.0
|
|
$
|
31.4
|
|
18.9
|
%
|
Net cash used in investing activities
|
(490.3
|
)
|
(305.7
|
)
|
(184.6
|
)
|
60.4
|
%
|
|||
Net cash provided from financing activities
|
292.6
|
|
64.5
|
|
228.1
|
|
*
|
|
(In millions)
|
2017
|
2018
|
2019
|
2020
|
2021
|
||||||||||
OG&E Base Transmission
|
$
|
35
|
|
$
|
30
|
|
$
|
30
|
|
$
|
30
|
|
$
|
30
|
|
OG&E Base Distribution
|
200
|
|
175
|
|
175
|
|
175
|
|
175
|
|
|||||
OG&E Base Generation
|
35
|
|
75
|
|
75
|
|
75
|
|
75
|
|
|||||
OG&E Other
|
40
|
|
25
|
|
25
|
|
25
|
|
25
|
|
|||||
Total Base Transmission, Distribution, Generation and Other
|
310
|
|
305
|
|
305
|
|
305
|
|
305
|
|
|||||
OG&E Known and Committed Non-Base Projects:
|
|
|
|
|
|
||||||||||
Transmission Projects:
|
|
|
|
|
|
||||||||||
Other Regionally Allocated Projects (A)
|
50
|
|
20
|
|
20
|
|
20
|
|
20
|
|
|||||
Large SPP Integrated Transmission Projects (B) (C)
|
155
|
|
20
|
|
—
|
|
—
|
|
—
|
|
|||||
Total Transmission Projects
|
205
|
|
40
|
|
20
|
|
20
|
|
20
|
|
|||||
Other Projects:
|
|
|
|
|
|
||||||||||
Solar
|
20
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Environmental - low NO
X
burners (D)
|
15
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Environmental - Dry Scrubbers (D)
|
155
|
|
100
|
|
15
|
|
—
|
|
—
|
|
|||||
Combustion turbines - Mustang
|
145
|
|
30
|
|
—
|
|
—
|
|
—
|
|
|||||
Environmental - natural gas conversion (D)
|
15
|
|
30
|
|
15
|
|
—
|
|
—
|
|
|||||
Allowance of funds used during construction and ad valorem taxes
|
55
|
|
40
|
|
5
|
|
—
|
|
—
|
|
|||||
Total Other Projects
|
405
|
|
200
|
|
35
|
|
—
|
|
—
|
|
|||||
Total Known and Committed Non-Base Projects
|
610
|
|
240
|
|
55
|
|
20
|
|
20
|
|
|||||
Total
|
$
|
920
|
|
$
|
545
|
|
$
|
360
|
|
$
|
325
|
|
$
|
325
|
|
(A)
|
Typically 100kV to 299kV projects. Approximately 30 percent of revenue requirement allocated to SPP members other than OG&E.
|
(B)
|
Typically 300kV and above projects. Approximately 85 percent of revenue requirement allocated to SPP members other than OG&E.
|
(C)
|
Project Type
|
Project Description
|
Estimated Cost
(In millions) |
Projected In-Service Date
|
|
Integrated Transmission Project
|
30 miles of transmission line from OG&E's Gracemont substation to an AEP companion transmission line to its Elk City substation. $5.0 million of the estimated cost has been spent prior to 2017.
|
$45
|
Late 2017
|
|
Integrated Transmission Project
|
126 miles of transmission line from OG&E's Woodward District Extra High Voltage substation to OG&E's Cimarron substation and construction of the Mathewson substation on this transmission line. $50.0 million of the estimated cost associated with the Mathewson to Cimarron line and substations went into service in 2016; $55.0 million has been spent prior to 2017.
|
$180
|
Mid 2018
|
(D)
|
Represent capital costs associated with OG&E’s ECP to comply with the EPA’s MATS and Regional Haze Rule. More detailed discussion regarding the Regional Haze Rule and OG&E’s ECP can be found in Note
13
and under "Environmental Laws and Regulations" within "Management's Discussion and Analysis of Financial Condition and Results of Operations" under Part I, Item 2 of this Form 10-Q.
|
|
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)
|
1.
|
Performance Units and Award Cycle
. Each Performance Unit represents and is equal to the value of one share of Company Common Stock. Subject to the provisions of the Plan, the Performance Units awarded to the Participant may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of during the award cycle established with respect thereto beginning on __________ and ending on __________ (the "Award Cycle").
|
2.
|
Performance Goal Condition
. The Performance Units are contingently awarded subject to the condition that the number of Performance Units, if any, earned by the Participant upon the expiration of the Award Cycle is dependent (in the manner hereinafter set forth) on the performance of the Company's total shareholder return relative to the total shareholder return of all of the companies (the "EEI Companies") comprising the Edison Electric Institute Index of U.S. Shareholder-Owned Electric Utilities as of __________ and __________ (or their successors from a merger or other combination with another company listed in such Index, but excluding any company subject to a Business Combination, as hereinafter defined on __________). Total shareholder return ("TSR") for any company, including the Company, shall include both price appreciation (depreciation) and cash dividends, shall be calculated in the same manner that EEI calculated total return as of __________ and shall be measured by the company's total return that shareholders receive over the Award Cycle by investment at the first day of the Award Cycle.
|
COMPANY TSR PERCENTILE RANKING VS. EEI COMPANIES
|
PERCENT OF TARGET PERFORMANCE UNITS EARNED
|
___ percentile
|
___%
|
___ percentile
|
___%
|
___ percentile
|
___%
|
___ percentile
|
___%
|
___ percentile
|
___%
|
___ percentile
|
___%
|
___ percentile
|
___%
|
___ percentile
|
___%
|
Below ___ percentile
|
___%
|
3.
|
Payout
. Subject to Section 9 of the Plan, as soon as practicable following the end of the Award Cycle, the Committee shall evaluate the actual performance of the Performance Goal set forth in Section 2 hereof, shall certify in writing the extent to which such Performance Goal and other material terms of this award have been satisfied and shall determine the number, if any, of Performance Units that have been earned (the "Earned Performance Units"). The Committee shall then cause to be issued to the Participant (or, in the event of the Participant's death, to the Participant's beneficiary under the Plan) no later than __________: (i) a certificate for shares of Common Stock equal in number to the Earned Performance Units (disregarding any fraction) plus (ii) a cash payment equal to the amount of dividends that would have been declared during the Award Cycle on such number of shares of Common Stock being issued pursuant to this Section 3.
|
4.
|
Forfeiture
. All Performance Unit awards are subject to the terms and conditions of the Plan relating to Performance Units. If the Participant incurs a Termination of Employment for any reason on or before the end of the Award Cycle, all rights to or in respect of Performance Units awarded hereunder shall be forfeited except as provided in Section 8(b)(iii) or Section 9(a)(iii) of the Plan and except that, in the case of the Participant's Termination of Employment after he has at least 80 Points as defined in Section 2.49 of the OGE Energy Corp. Retirement Plan, as amended and restated effective as of January 1, 2013, such Termination of Employment will be considered a Termination of Employment due to Retirement under Section 8(b)(iii) of the Plan.
|
5.
|
Acceptance of Award
. By execution of this Agreement, the Participant accepts the award, acknowledges receipt of a copy of the Plan, and represents that the Participant is familiar with the terms and provisions thereof and agrees to be bound thereby. Participant further agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee with respect to any questions arising under the Plan, including any calculation of, or in connection with, the total shareholder return of the Company or any other company for the Award Cycle.
|
6.
|
Taxes and Other Matter
.
|
7.
|
Other Condition
. The award of Performance Units evidenced by this Agreement shall be subject to your acceptance of this Agreement.
|
OGE ENERGY CORP.
|
|
|
|
|
|
|
|
BY:
|
|
|
Chairman of the Board and
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
Participant
|
1.
|
Performance Units and Award Cycle
. Each Performance Unit represents and is equal to the value of one share of Company Common Stock. Subject to the provisions of the Plan, the Performance Units awarded to the Participant may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of during the award cycle established with respect thereto beginning on __________ and ending on __________ (the "Award Cycle").
|
2.
|
Performance Goal Condition
. The Performance Units are contingently awarded subject to the condition that the number of Performance Units, if any, earned by the Participant upon the expiration of the Award Cycle is dependent (in the manner hereinafter set forth) on Utility EPS Growth during the Award Cycle. Utility EPS Growth shall mean the amount obtained by multiplying one-third times the percentage increase or decrease in Utility EPS (as hereinafter defined) for the year ended __________ as compared to ___ for the year ended __________. For purposes of the foregoing, all percentages shall be calculated to the nearest one-hundredth of one percent. The number of Performance Units earned for the Award Cycle shall be determined in accordance with the following chart:
|
UTILITY EPS GROWTH
|
PERCENT OF TARGET PERFORMANCE UNITS EARNED
|
___%
|
___%
|
___%
|
___%
|
___%
|
___%
|
___%
|
___%
|
___%
|
___%
|
___%
|
___%
|
___%
|
___%
|
___%
|
___%
|
Below ___%
|
___%
|
3.
|
Payout
. Subject to Section 9 of the Plan, as soon as practicable following the end of the Award Cycle, the Committee shall determine Utility EPS as provided in Section 5 below, shall evaluate the actual performance of the Performance Goal set forth in Section 2 hereof, shall certify in writing the extent to which such Performance Goal and other material terms of this award have been satisfied and shall determine the number, if any, of Performance Units that have been earned (the "Earned Performance Units"). The Committee shall then cause to be issued to the Participant (or, in the event of the Participant's death, to the Participant's beneficiary under the Plan) no later than __________: (i) a certificate
|
4.
|
Forfeiture
. All Performance Unit awards are subject to the terms and conditions of the Plan relating to Performance Units. If the Participant incurs a Termination of Employment for any reason on or before the end of the Award Cycle, all rights to or in respect of Performance Units awarded hereunder shall be forfeited except as provided in Section 8(b)(iii) or Section 9(a)(iii) of the Plan and except that, in the case of the Participant's Termination of Employment after he has at least 80 Points as defined in Section 2.49 of the OGE Energy Corp. Retirement Plan, as amended and restated effective as of January 1, 2013, such Termination of Employment will be considered a Termination of Employment due to Retirement under Section 8(b)(iii) of the Plan.
|
5.
|
Utility EPS
. As used in this Agreement, "Utility EPS" shall mean the
sum
of: (x) the Net Income as shown on the Statement of Income of Oklahoma Gas and Electric Company for the year ended __________
plus
(y) the Net Income of OGE Transmission Company as shown on the Statement of Income of OGE Transmission Company for the year ended __________,
divided by
the same number of outstanding shares of common stock used in calculating consolidated diluted earnings per average common share from continuing operations of OGE Energy Corp., as reported on the Consolidated Statement of Income of OGE Energy Corp. for the year ended __________; provided, however that, in making such calculation, the Committee in its discretion may exclude the impact on Net Income of Oklahoma Gas and Electric Company from (i) any change in accounting principles during the Award Cycle and (ii) any net gain or loss during ___ from the sale, other disposition or impairment of any business or asset.
|
6.
|
Acceptance of Award
. By execution of this Agreement, the Participant accepts the award, acknowledges receipt of a copy of the Plan, and represents that the Participant is familiar with the terms and provisions thereof and agrees to be bound thereby. Participant further agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee with respect to any questions arising under the Plan, including any calculation of, or in connection with, earnings per share of the Company for any period.
|
7.
|
Taxes and Other Matter
.
|
(a)
|
By execution of this Agreement, the Participant agrees to pay all withholding and other taxes payable by the Participant with respect to Performance Units earned under this Agreement at such times and in such manner as the Company may request, and the Participant further agrees to comply with all Federal and State securities laws.
|
(b)
|
The Participant may elect, subject to approval of the Board of Directors or a committee composed of two or more non-employee directors within the meaning of Rule 16b- 3(b)(3) of the Securities Exchange Act of 1934 or any successor provision thereto, to satisfy Participant’s minimum tax withholding requirements under Federal, State and local laws and regulations thereunder, in whole or in part, by having the Company withhold shares having a fair market value equal to all or a portion of the amount so required to be withheld. The value of the shares to be withheld is to be based upon the same price of the shares that is utilized to determine the amount of withholding tax that the Participant owes. All elections under this Section 7(b) shall be (i) irrevocable and (ii) made electronically through the Common Stock Plan Services Administrator (or by such other method as the Committee determines) prior to the date on which the Committee will determine the number of Performance Units earned hereunder or such earlier date as the Company shall prescribe.
|
8.
|
Other Condition
. The award of Performance Units evidenced by this Agreement shall be subject to your acceptance of this Agreement.
|
OGE ENERGY CORP.
|
|
|
|
|
|
|
|
BY:
|
|
|
Chairman of the Board and
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
Participant
|
/s/ Sean Trauschke
|
|
Sean Trauschke
|
|
President and Chief Executive Officer
|
|
/s/ Stephen Merrill
|
|
Stephen Merrill
|
|
Chief Financial Officer
|
|
|
/s/ Sean Trauschke
|
|
|
Sean Trauschke
|
|
|
President and Chief Executive Officer
|
|
|
/s/ Stephen Merrill
|
|
|
Stephen Merrill
|
|
|
Chief Financial Officer
|
|