OGE Energy Earnings 2020-12-31

Balance Sheet	Income Statement	Cash Flow
Assets, Equity	Rev, G Profit, Net Income	Ops, Inv, Fin

oge-20201231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to_____


Commission File Number	Exact name of registrants as specified in their charters, address of principal executive offices and registrants' telephone number	I.R.S. Employer Identification No.
1-12579	OGE ENERGY CORP.	73-1481638
1-1097	OKLAHOMA GAS AND ELECTRIC COMPANY	73-0382390

321 North Harvey

P.O. Box 321

Oklahoma City, Oklahoma 73101-0321

405-553-3000

State or other jurisdiction of incorporation or organization: Oklahoma

Securities registered pursuant to Section 12(b) of the Act:


Registrant	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
OGE Energy Corp.	Common Stock	OGE	New York Stock Exchange
Oklahoma Gas and Electric Company	None	N/A	N/A

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

OGE Energy Corp. þ Yes o No Oklahoma Gas and Electric Company þ Yes o No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

OGE Energy Corp. o Yes þ No Oklahoma Gas and Electric Company o Yes þ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

OGE Energy Corp. þ Yes o No Oklahoma Gas and Electric Company þ Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

OGE Energy Corp. þ Yes o No Oklahoma Gas and Electric Company þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

OGE Energy Corp.

Large Accelerated Filer

Accelerated Filer

Non-accelerated Filer

Smaller reporting company

☐

Emerging growth company

Oklahoma Gas and Electric Company

Large Accelerated Filer

Accelerated Filer

Non-accelerated Filer

Smaller reporting company

☐

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. OGE Energy Corp. ☑ Oklahoma Gas and Electric Company ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

OGE Energy Corp. ☐ Yes þ No Oklahoma Gas and Electric Company ☐ Yes þ No

At June 30, 2020, the last business day of OGE Energy Corp.'s most recently completed second fiscal quarter, the aggregate market value of shares of common stock held by non-affiliates was $6,077,156,282 based on the number of shares held by non-affiliates (200,169,838) and the reported closing market price of the common stock on the New York Stock Exchange on such date of $30.36.

At June 30, 2020, there was no voting or non-voting common equity of Oklahoma Gas and Electric Company held by non-affiliates.

At January 29, 2021, there were 200,021,161 shares of OGE Energy Corp.'s common stock, par value $0.01 per share, outstanding.

At January 29, 2021, there were 40,378,745 shares of Oklahoma Gas and Electric Company's common stock, par value $2.50 per share, outstanding, all of which were held by OGE Energy Corp. There were no other shares of capital stock of the registrant outstanding at such date.

DOCUMENTS INCORPORATED BY REFERENCE

The Proxy Statement for OGE Energy Corp.'s 2021 annual meeting of shareowners is incorporated by reference into Part III of this Form 10-K.

This combined Form 10-K represents separate filings by OGE Energy Corp. and Oklahoma Gas and Electric Company. Information contained herein related to an individual registrant is filed by such registrant on its own behalf. Oklahoma Gas and Electric Company makes no representations as to the information relating to OGE Energy Corp.'s other operations.

Oklahoma Gas and Electric Company meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this form with the reduced disclosure format permitted by General Instruction I(2).

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2020

TABLE OF CONTENTS


			Page
GLOSSARY OF TERMS			ii
FORWARD-LOOKING STATEMENTS			1
SUMMARY OF RISK FACTORS			2

Part I
Item 1. Business			5








Item 1A. Risk Factors			15
Item 1B. Unresolved Staff Comments			45
Item 2. Properties			46
Item 3. Legal Proceedings			47
Item 4. Mine Safety Disclosures			47

Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			48

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations			48
Item 7A. Quantitative and Qualitative Disclosures About Market Risk			72
Item 8. Financial Statements and Supplementary Data			73
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			141
Item 9A. Controls and Procedures			141
Item 9B. Other Information			145

Part III
Item 10. Directors, Executive Officers and Corporate Governance			145
Item 11. Executive Compensation			145
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			145
Item 13. Certain Relationships and Related Transactions, and Director Independence			145
Item 14. Principal Accountant Fees and Services			146

Part IV
Item 15. Exhibit and Financial Statement Schedules			147
Item 16. Form 10-K Summary			153
Signatures			154

GLOSSARY OF TERMS

The following is a glossary of frequently used abbreviations that are found throughout this Form 10-K.


Abbreviation			Definition

2019 Form 10-K			Annual Report on Form 10-K for the year ended December 31, 2019
401(k) Plan			Qualified defined contribution retirement plan

APSC			Arkansas Public Service Commission
ArcLight group			Bronco Midstream Holdings, LLC and Bronco Midstream Holdings II, LLC, collectively
ASC			FASB Accounting Standards Codification
ASU			FASB Accounting Standards Update






CenterPoint			CenterPoint Energy Resources Corp., wholly-owned subsidiary of CenterPoint Energy, Inc.
CO2			Carbon dioxide
Code			Internal Revenue Code of 1986
COVID-19			Novel Coronavirus disease
Dry Scrubber			Dry flue gas desulfurization unit with spray dryer absorber


EGT			Enable Gas Transmission, LLC, a wholly-owned subsidiary of Enable that operates an approximately 5,900-mile interstate pipeline that provides natural gas transportation and storage services to customers principally in the Anadarko, Arkoma and Ark-La-Tex Basins in Oklahoma, Texas, Arkansas, Louisiana, Missouri and Kansas
Enable			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
Energy Transfer			Energy Transfer LP, a Delaware limited partnership
Enogex Holdings			Enogex Holdings LLC, the parent company of Enogex LLC and a majority-owned subsidiary of OGE Holdings, LLC (prior to May 1, 2013)
Enogex LLC			Enogex LLC, collectively with its subsidiaries (effective June 30, 2013, the name was changed to Enable Oklahoma Intrastate Transmission, LLC)
EOIT			Enable Oklahoma Intrastate Transmission, LLC, formerly Enogex LLC, a wholly-owned subsidiary of Enable that operates an approximately 2,200-mile intrastate pipeline that provides natural gas transportation and storage services to customers in Oklahoma
EPA			U.S. Environmental Protection Agency
FASB			Financial Accounting Standards Board
Federal Clean Air Act			Federal Clean Air Act of 1970, as amended
Federal Clean Water Act			Federal Water Pollution Control Act of 1972, as amended
FERC			Federal Energy Regulatory Commission
FIP			Federal Implementation Plan
GAAP			Accounting principles generally accepted in the U.S.

kV			Kilovolt
LDC			Local distribution company involved in the delivery of natural gas to consumers within a specific geographic area
MATS			Mercury and Air Toxics Standards
MBbl/d			Thousand barrels per day
MMBtu			Million British thermal unit

MRT			Enable Mississippi River Transmission, LLC, a wholly-owned subsidiary of Enable that operates an approximately 1,600-mile interstate pipeline that provides natural gas transportation and storage services principally in Texas, Arkansas, Louisiana, Missouri and Illinois

MW			Megawatt
MWh			Megawatt-hour
NAAQS			National Ambient Air Quality Standards
NERC			North American Electric Reliability Corporation
NGLs			Natural gas liquids, which are the hydrocarbon liquids contained within the natural gas stream including condensate
NOX			Nitrogen oxide
OCC			Oklahoma Corporation Commission
ODEQ			Oklahoma Department of Environmental Quality

OG&E			Oklahoma Gas and Electric Company, wholly-owned subsidiary of OGE Energy
OGE Energy			OGE Energy Corp., collectively with its subsidiaries, holding company and parent company of OG&E
OGE Holdings			OGE Enogex Holdings LLC, wholly-owned subsidiary of OGE Energy, parent company of Enogex Holdings (prior to May 1, 2013) and 25.5 percent owner of Enable
OSHA			Federal Occupational Safety and Health Act of 1970
Pension Plan			Qualified defined benefit retirement plan


QF contract			Contract with qualified cogeneration facilities and small power production producers
Regional Haze Rule			The EPA's Regional Haze Rule
Registrants			OGE Energy and OG&E
Restoration of Retirement Income Plan			Supplemental retirement plan to the Pension Plan
SESH			Southeast Supply Header, LLC, in which Enable owns a 50 percent interest as of December 31, 2020, that operates an approximately 290-mile interstate natural gas pipeline from Perryville, Louisiana to southwestern Alabama near the Gulf Coast
SIP			State Implementation Plan
SO2			Sulfur dioxide
SPP			Southwest Power Pool
Stock Incentive Plan			2013 Stock Incentive Plan
System sales			Sales to OG&E's customers
TBtu/d			Trillion British thermal units per day
U.S.			United States of America
Wells Fargo			Wells Fargo Bank, National Association

iii

FILING FORMAT

This combined Form 10-K is separately filed by OGE Energy and OG&E. Information in this combined Form 10-K relating to each individual Registrant is filed by such Registrant on its own behalf. OG&E makes no representation regarding information relating to any other companies affiliated with OGE Energy. Neither OGE Energy, nor any of OGE Energy's subsidiaries, other than OG&E, has any obligation in respect of OG&E's debt securities, and holders of such debt securities should not consider the financial resources or results of operations of OGE Energy nor any of OGE Energy's subsidiaries, other than OG&E (in relevant circumstances), in making a decision with respect to OG&E's debt securities. Similarly, none of OG&E nor any other subsidiary of OGE Energy has any obligation with respect to debt securities of OGE Energy. This combined Form 10-K should be read in its entirety. No one section of this combined Form 10-K deals with all aspects of the subject matter of this combined Form 10-K.

FORWARD-LOOKING STATEMENTS

Except for the historical statements contained herein, the matters discussed within this Form 10-K, including those matters discussed within "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," are forward-looking statements that are subject to certain risks, uncertainties and assumptions. Such forward-looking statements are intended to be identified in this document by the words "anticipate," "believe," "estimate," "expect," "intend," "objective," "plan," "possible," "potential," "project," "target" and similar expressions. Actual results may vary materially from those expressed in forward-looking statements. In addition to the specific risk factors discussed within "Item 1A. Risk Factors" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" herein, factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to:

•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;

•the ability of OGE Energy and its subsidiaries to access the capital markets and obtain financing on favorable terms as well as inflation rates and monetary fluctuations;

•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;

•prices and availability of electricity, coal, natural gas and NGLs;

•for OGE Energy, 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;

•for OGE Energy, 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 and intrastate pipelines, including the impact of natural gas and NGLs prices on the level of drilling and production activities in the regions Enable serves;

•for OGE Energy, business conditions in the energy and natural gas midstream industries, including the demand for natural gas, NGLs, crude oil and midstream services;

•competitive factors, including the extent and timing of the entry of additional competition in the markets served by the Registrants;

•the impact on demand for services resulting from cost-competitive advances in technology, such as distributed electricity generation and customer energy efficiency programs;

•technological developments, changing markets and other factors that result in competitive disadvantages and create the potential for impairment of existing assets;

•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;

•availability and prices of raw materials for current and future construction projects;

•the effect of retroactive pricing of transactions in the SPP markets or adjustments in market pricing mechanisms by the SPP;

•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 Registrants' markets;

•environmental laws, safety laws or other regulations that may impact the cost of operations or restrict or change the way the Registrants' facilities are operated;

•changes in accounting standards, rules or guidelines;

•the discontinuance of accounting principles for certain types of rate-regulated activities;

•the cost of protecting assets against, or damage due to, terrorism or cyberattacks and other catastrophic events;

•creditworthiness of suppliers, customers and other contractual parties;

•social attitudes regarding the utility, natural gas and power industries;

•identification of suitable investment opportunities to enhance shareholder returns and achieve long-term financial objectives through business acquisitions and divestitures;

•increased pension and healthcare costs;

•the impact of extraordinary external events, such as the current pandemic health event resulting from COVID-19, and their collateral consequences, including extended disruption of economic activity in the Registrants' markets;

•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-K;

•difficulty in making accurate assumptions and projections regarding future revenues and costs associated with OGE Energy's equity investment in Enable that OGE Energy does not control;

•Enable's pending merger with Energy Transfer and the expected timing of the consummation of the merger; and

•other risk factors listed in the reports filed by the Registrants with the Securities and Exchange Commission, including those listed within "Item 1A. Risk Factors" herein.

The Registrants undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SUMMARY OF RISK FACTORS

The Registrants are subject to a variety of risks and uncertainties, including regulatory risks, operational risks, financial risks and certain general risks. Risks of OG&E are also risks of OGE Energy. OGE Energy also is subject to risks associated with its investment in Enable. These risks could have a material adverse effect on the Registrants' business, financial condition, results of operations and cash flows. Risks that the Registrants deem material are described under "Risk Factors" within "Item 1A. Risk Factors" herein. These risks include, but are not limited to, the following.


		Pg.
Regulatory Risks
•	Profitability depends on the ability to recover costs from OG&E's customers in a timely manner.	15
•	OG&E's rates are subject to various regulatory agencies whose regulatory paradigms and goals may differ.	15
•	Costs of compliance with environmental laws and regulations are significant and may increase with the new Biden administration.	16
•	Costs of the Registrants' investments in capital improvements and additions may not be recoverable.	16
•	The regional power market in which OG&E operates has changing transmission regulatory structures.	16
•	The Registrants may face increased competition resulting from changes to the utility and energy markets.	17
•	The Registrants are subject to compliance with substantial utility and energy regulation.	17
Operational Risks
•	Results of operations may be impacted by disruptions to the Registrants' fuel supply or the electric grid that are beyond the Registrants' control.	17
•	OG&E's electric assets are subject to various operational risks, including outages and accidents.	17
•	Changes in technology, regulatory policies and customer electricity consumption may cause the Registrants' assets to be less competitive.	18
•	The Registrants may be impacted by severe weather conditions, as well as seasonal temperature variations.	18
Financial Risks
•	The Registrants may be impacted by changes related to their Pension Plan and health care plans, including market performance, increased retirements, change in regulations and increasing costs.	18
•	OGE Energy is a holding company with its primary assets being investments in other companies.	19
Risks Associated with OGE Energy's Investment in Enable
•	OGE Energy does not control Enable and therefore cannot cause or prevent certain actions by Enable.	19
•	OGE Energy's operating cash flow is derived partially from cash distributions received from Enable.	20
•	Enable's contracts are subject to renewal risks.	20
•	Enable's businesses are dependent, in part, on the drilling and production decisions of others, which are impacted by demand and commodity prices.	21
•	Enable's industry is highly competitive.	22


•	Natural gas, NGLs and crude prices are volatile.	22
•	A pandemic, epidemic or outbreak of an infectious disease may materially adversely affect Enable's business.	22
•	Enable has contracts that provide services under fixed prices, which could result in costs exceeding revenues.	23
•	If third-party facilities that interconnect with Enable's facilities are unavailable, Enable may be impacted.	23
•	Enable does not own all of the land on which its facilities are located, which could disrupt its operations.	24
•	An impairment of long-lived assets could reduce Enable's earnings.	24
•	Enable's business involves hazards and operational risks, some of which may not be fully covered by insurance.	24
•	The use of derivative contracts could result in financial losses.	25
•	Failure to attract and retain an appropriately qualified workforce could adversely impact Enable.	25
•	Cybersecurity attacks or other disruptions to Enable's systems and networks could have adverse impacts.	25
•	Terrorist attacks or other physical threats could adversely affect Enable's business.	26
•	If Enable fails to maintain effective internal controls, reported financial results could be affected.	26
•	Enable is dependent on a small number of customers for a significant portion of its revenues.	26
•	Enable is exposed to the credit risk of its customers.	26
•	Enable's debt levels may limit its flexibility in obtaining additional financing or pursuing business opportunities.	26
•	Enable's credit facilities contain restrictions that may be affected by events beyond its control.	27
•	Any reductions in Enable's credit ratings could increase financing costs.	27
•	Enable may not be able to recover the costs of substantial planned investment in capital improvements.	28
•	Enable's ability to grow is dependent in part on its access to external financing sources on acceptable terms.	28
•	Enable's merger and acquisition activities may not be successful.	29
•	Enable may be unable to obtain or renew permits necessary for its operations.	29
•	Enable's operations may be impacted by certain indigenous rights protections.	29
•	Costs of compliance with environmental laws and regulations are significant.	30
•	Increased regulation of hydraulic fracturing could result in reductions or delays in natural gas production by Enable's customers.	30
•	Enable and its customers' operations are subject to risks related to the threat of climate change.	31
•	Enable's operations are subject to extensive federal regulations.	32
•	Enable's operations are subject to state and local regulations.	34
•	A change in jurisdictional characterization of Enable's assets by regulators could result in increased regulation.	34
•	Enable may incur significant costs related to compliance with pipeline safety laws and regulations.	34
•	The Dodd-Frank Act regulations could affect Enable's ability to hedge risks associated with its business.	35
•	Enable derives a substantial portion of its gross margin from subsidiaries.	36
•	Enable conducts a portion of its operations through joint ventures, which subjects them to additional risks.	36
•	Under certain circumstances, Enbridge Inc. could have the right to purchase an ownership interest in SESH.	36
•	The amount of cash Enable has available for distribution depends on cash flow rather than profitability.	37
•	Affiliates of Enable's general partner may compete with Enable.	37
•	Enable may issue additional units without unitholder approval, which could dilute existing ownership.	38
•	Affiliates of Enable's general partner may sell common units, which could impact the trading price of units.	38
•	Enable's Series A Preferred Units have rights and privileges that are preferential to those of common units.	38
•	Enable's Series A Preferred Units contain covenants that may limit business flexibility.	39
•	Enable's Series A Preferred units are required to be redeemed in certain circumstances.	39
•	Enable's unitholders cannot be certain of the precise value of any Energy Transfer merger consideration they may receive.	39
•	The Energy Transfer merger may not be completed and the merger agreement may be terminated.	39
•	The Energy Transfer merger agreement limits Enable's ability to pursue alternatives to the merger.	40
•	Failure to complete the Energy Transfer merger could negatively impact Enable's future financial results.	40
•	Enable will be subject to business uncertainties while the merger is pending.	40


•	The common units representing limited partner interests in Energy Transfer will have different rights than Enable's common units.	41
•	Completion of the Energy Transfer merger may trigger change in control or other provisions in certain Enable agreements.	41
•	Enable will incur significant transaction and merger-related costs in connection with the Energy Transfer merger.	41
•	Enable may be a target of securities class action and derivative lawsuits as a result of the Energy Transfer merger.	41
General Risks
•	Events that are beyond the Registrants' control have increased public and regulatory scrutiny of their industry.	41
•	Economic conditions could negatively impact the Registrants' business.	42
•	The Registrants are subject to financial risks associated with climate change.	42
•	The Registrants are subject to cybersecurity risks and increased reliance on processes automated by technology.	42
•	Terrorist attacks, and the threat of terrorist attacks, have increased costs to the Registrants' business.	43
•	The Registrants face risks related to health epidemics and other outbreaks.	43
•	The Registrants face risks related to the availability of trained and qualified labor to meet their staffing requirements.	44
•	Certain provisions in the Registrants' charter documents have anti-takeover effects.	44
•	The Registrants may be able to incur substantially more indebtedness, which can increase the associated risks.	44
•	Changes to the Registrants' credit ratings or benchmark interest rates could impact their financing costs.	44
•	The Registrants' debt levels may limit their flexibility in obtaining additional financing or pursuing business opportunities.	45
•	The Registrants are exposed to the credit risk of their key customers and counterparties.	45

PART I

Item 1. Business.

Introduction

OGE Energy, incorporated in August 1995 in the State of Oklahoma, is a holding company with investments in energy and energy services providers offering physical delivery and related services for both electricity and natural gas primarily in the south central U.S. OGE Energy conducts these activities through two business segments: (i) electric utility and (ii) natural gas midstream operations.

OG&E. OGE Energy's electric utility operations are conducted through OG&E, which generates, transmits, distributes and sells electric energy in Oklahoma and western Arkansas. OG&E's rates are subject to regulation by the OCC, the APSC and the FERC. OG&E was incorporated in 1902 under the laws of the Oklahoma Territory and is a wholly-owned subsidiary of OGE Energy. OG&E is the largest electric utility in Oklahoma, and its franchised service territory includes Fort Smith, Arkansas and the surrounding communities. OG&E sold its retail natural gas business in 1928 and is no longer engaged in the natural gas distribution business.

Enable. OGE Energy's natural gas midstream operations segment represents OGE Energy's investment in Enable. The investment in Enable is held through wholly-owned subsidiaries and ultimately OGE Holdings. Enable is primarily engaged in the business of gathering, processing, transporting and storing natural gas. Enable's natural gas gathering and processing assets are strategically located in four states and serve natural gas production in the Anadarko, Arkoma and Ark-La-Tex Basins. Enable also owns crude oil gathering assets in the Anadarko and Williston Basins. Enable has intrastate natural gas transportation and storage assets that are located in Oklahoma as well as interstate assets that extend from western Oklahoma and the Texas Panhandle to Louisiana, from Louisiana to Illinois and from Louisiana to Alabama. At December 31, 2020, OGE Energy owned 111.0 million common units, or 25.5 percent, of Enable's outstanding common units.

On February 16, 2021, Enable entered into a definitive merger agreement with Energy Transfer, pursuant to which, and subject to the conditions of the merger agreement, all outstanding common units of Enable will be acquired by Energy Transfer in an all-equity transaction. Under the terms of the merger agreement, Enable's common unitholders, including OGE Energy, will receive 0.8595 of one common unit representing limited partner interests in Energy Transfer for each common unit of Enable. The transaction is anticipated to close in 2021. The transaction is subject to the receipt of the required approvals from the holders of a majority of Enable's common units, anti-trust approvals and other customary closing conditions. Assuming the transaction closes, OGE Energy will own approximately three percent of Energy Transfer's outstanding limited partner units in lieu of the 25.5 percent interest in Enable that it currently owns. Energy Transfer owns and operates one of the largest and most diversified portfolios of energy assets in the U.S., with a strategic footprint in all of the major domestic production basins. Energy Transfer is a publicly traded limited partnership with core operations that include complementary natural gas midstream, intrastate and interstate transportation and storage assets; crude oil, NGL and refined product transportation and terminalling assets; NGL fractionation; and various acquisition and marketing assets.

See "Enable's Pending Merger with Energy Transfer" within "Item 1A. Risk Factors" for a discussion of risks related to the Enable and Energy Transfer merger.

The Registrants' principal executive offices are located at 321 North Harvey, P.O. Box 321, Oklahoma City, Oklahoma, 73101-0321 (telephone 405-553-3000). OGE Energy's website address is www.ogeenergy.com. Through OGE Energy's website under the heading "Investors," "SEC Filings," OGE Energy makes available, free of charge, the Registrants' annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission. OGE Energy's website and the information contained therein or connected thereto are not intended to be incorporated into this Form 10-K and should not be considered a part of this Form 10-K. Reports filed with the Securities and Exchange Commission are also made available on its website at www.sec.gov.

Strategy

OGE Energy's purpose is to energize life, providing life-sustaining and life-enhancing products and services, while honoring its commitment to strengthen communities. Its business model is centered around growth and sustainability for employees (internally referred to as "members"), communities and customers and the owners of OGE Energy, its shareholders.

OGE Energy is focused on:

•continuing to deliver top-quartile safety results, while enabling members to deliver improved value to their communities, customers and shareholders;

•transforming the customer experience with the right balance of personalized interaction and technology that allows our customers to self-serve;

•providing safe, reliable energy to the communities and customers it serves, with a particular focus on enhancing the value of the grid by improving reliability and resiliency;

•leading economic development and job growth by attracting new and diverse businesses to improve the infrastructure of the communities in Oklahoma and Arkansas;

•ensuring the necessary mix of generation resources to meet the long-term capacity needs of our customers, with a progressively cleaner generation portfolio;

•continuing focus on innovation, intellectual curiosity and executing with excellence in order to maintain customer rates that are some of the most affordable in the country;

•delivering on earnings commitments to shareholders to enhance access to lower-cost debt and equity capital that is needed to deploy infrastructure for the long-term economic health of its communities;

•having strong regulatory and legislative relationships, built on integrity, for the long-term benefit of our customers, communities, shareholders and members; and

•developing and growing our members to be able to provide a greater contribution to the company's success, while also improving their own lives.

OGE Energy is focused on creating long-term shareholder value by targeting the consistent growth of earnings per share of five percent at the electric utility, underscored by a strategy of investing in lower risk infrastructure projects that improve the economic vitality of the communities it serves in Oklahoma and Arkansas. OGE Energy utilizes cash distributions from its natural gas midstream operations segment to help fund its electric utility capital investments. OGE Energy's financial objectives also include maintaining investment grade credit ratings and providing a strong and reliable dividend for shareholders.

OGE Energy's long-term sustainability is predicated on providing exceptional customer experiences, investing in grid improvements and increasingly cleaner generation resources, environmental stewardship, strong governance practices and caring for and supporting its members and communities.

Electric Operations - OG&E

General

OG&E furnishes retail electric service in 267 communities and their contiguous rural and suburban areas. The service area covers 30,000 square miles in Oklahoma and western Arkansas, including Oklahoma City, the largest city in Oklahoma, and Fort Smith, Arkansas, the second largest city in that state. Of the 267 communities that OG&E serves, 241 are located in Oklahoma, and 26 are in Arkansas. OG&E derived 92 percent of its total electric operating revenues in 2020 from sales in Oklahoma and the remainder from sales in Arkansas. OG&E does not currently serve wholesale customers in either state.

OG&E's system control area peak demand in 2020 was 6,437 MWs on August 28, 2020. OG&E's load responsibility peak demand was 5,711 MWs on August 28, 2020. The following table presents system sales and variations in system sales for 2020, 2019 and 2018.


Year Ended December 31	2020	2020 vs. 2019	2019	2019 vs. 2018	2018
System sales (Millions of MWh)	27.0	(4.9)%	28.4	1.1%	28.1

OG&E is subject to competition in various degrees from government-owned electric systems, municipally-owned electric systems, rural electric cooperatives and, in certain respects, from other private utilities, power marketers and cogenerators. Oklahoma law forbids the granting of an exclusive franchise to a utility for providing electricity.

Besides competition from other suppliers or marketers of electricity, OG&E competes with suppliers of other forms of energy. The degree of competition between suppliers may vary depending on relative costs and supplies of other forms of energy. It is possible that changes in regulatory policies or advances in technologies such as fuel cells, microturbines, windmills and photovoltaic solar cells will reduce costs of new technology to levels that are equal to or below that of most central station electricity production. OG&E's ability to maintain relatively low cost, efficient and reliable operations is a significant determinant of its competitiveness.


OKLAHOMA GAS AND ELECTRIC COMPANY
CERTAIN OPERATING STATISTICS

Year Ended December 31	2020		2019		2018
ELECTRIC ENERGY (Millions of MWh)
Generation (exclusive of station use)	17.5		17.0		18.2
Purchased	12.9		14.0		12.6
Total generated and purchased	30.4		31.0		30.8
OG&E use, free service and losses	(1.4)		(1.4)		(1.3)
Electric energy sold	29.0		29.6		29.5
ELECTRIC ENERGY SOLD (Millions of MWh)
Residential	9.5		9.7		9.7
Commercial	6.3		6.5		6.6
Industrial	4.2		4.5		4.5
Oilfield	4.2		4.6		4.2
Public authorities and street light	2.8		3.1		3.1

System sales	27.0		28.4		28.1
Integrated market	2.0		1.2		1.4
Total sales	29.0		29.6		29.5
ELECTRIC OPERATING REVENUES (In millions)
Residential	$	869.0	$	891.1	$	901.0
Commercial	479.4		503.1		519.9
Industrial	197.3		223.0		234.5
Oilfield	172.3		204.0		193.5
Public authorities and street light	176.8		195.7		204.0
Sales for resale	0.1		0.1		0.2
System sales revenues	1,894.9		2,017.0		2,053.1
Provision for rate refund	3.8		(0.9)		(6.0)
Integrated market	49.6		38.4		48.7
Transmission	143.3		148.0		147.4
Other	30.7		29.1		27.1
Total operating revenues	$	2,122.3	$	2,231.6	$	2,270.3
ACTUAL NUMBER OF ELECTRIC CUSTOMERS (At end of period)
Residential	740,174		731,797		725,440
Commercial	100,200		98,565		96,660
Industrial	2,710		2,965		3,072
Oilfield	6,822		7,071		7,110
Public authorities and street light	17,483		17,356		17,090

Total customers	867,389		857,754		849,372
AVERAGE RESIDENTIAL CUSTOMER SALES
Average annual revenue	$	1,180.82	$	1,223.05	$	1,247.22
Average annual use (kilowatt-hour)	12,848		13,344		13,466
Average price per kilowatt-hour (cents)	9.19		9.17		9.26

Regulation and Rates

OG&E's retail electric tariffs are regulated by the OCC in Oklahoma and by the APSC in Arkansas. The issuance of certain securities by OG&E is also regulated by the OCC and the APSC. OG&E's transmission activities, short-term borrowing authorization and accounting practices are subject to the jurisdiction of the FERC. The Secretary of the U.S. Department of Energy has jurisdiction over some of OG&E's facilities and operations. In 2020, 86 percent of OG&E's electric revenue was subject to the jurisdiction of the OCC, eight percent to the APSC and six percent to the FERC.

The OCC and the APSC require that, among other things, (i) OGE Energy permits the OCC and the APSC access to the books and records of OGE Energy and its affiliates relating to transactions with OG&E; (ii) OGE Energy employ accounting and other procedures and controls to protect against subsidization of non-utility activities by OG&E's customers; and (iii) OGE Energy refrain from pledging OG&E assets or income for affiliate transactions. In addition, the FERC has access to the books and records of OGE Energy and its affiliates as the FERC deems relevant to costs incurred by OG&E or necessary or appropriate for the protection of utility customers with respect to the FERC jurisdictional rates.

For information concerning OG&E's recently completed and currently pending regulatory proceedings, see Note 16 within "Item 8. Financial Statements and Supplementary Data."

Regulatory Assets and Liabilities

OG&E, as a regulated utility, is subject to accounting principles for certain types of rate-regulated activities, which provide that certain incurred costs that would otherwise be charged to expense can be deferred as regulatory assets, based on the expected recovery from customers in future rates. Likewise, certain actual or anticipated credits that would otherwise reduce expense can be deferred as regulatory liabilities, based on the expected flowback to customers in future rates. Management's expected recovery of deferred costs and flowback of deferred credits generally results from specific decisions by regulators granting such ratemaking treatment.

OG&E records certain incurred costs and obligations as regulatory assets or liabilities if, based on regulatory orders or other available evidence, it is probable that the costs or obligations will be included in amounts allowable for recovery or refund in future rates. Management continuously monitors the future recoverability of regulatory assets. When in management's judgment future recovery becomes impaired, the amount of the regulatory asset is adjusted, as appropriate. If OG&E were required to discontinue the application of accounting principles for certain types of rate-regulated activities for some or all of its operations, it could result in writing off the related regulatory assets or liabilities, which could have significant financial effects. See Note 1 within "Item 8. Financial Statements and Supplementary Data" for further discussion of OG&E's regulatory assets and liabilities.

Rate Structures

Oklahoma

OG&E's standard tariff rates include a cost of service component (including an authorized return on capital) plus a fuel adjustment clause mechanism that allows OG&E to pass through to customers the actual cost of fuel and purchased power.

OG&E offers several alternative customer programs and rate options, as described below.

•Under OG&E's Smart Grid-enabled SmartHours programs, "time-of-use" and "variable peak pricing" rates offer customers the ability to save on their electricity bills by shifting some of the electricity consumption to off-peak times when demand for electricity is lowest.

•The guaranteed flat bill option for residential and small general service accounts allows qualifying customers the opportunity to purchase their electricity needs at a set monthly price for an entire year.

•The Renewable Energy Credit purchase program, a rate option that provides a "renewable energy" resource, is available as a voluntary option to all of OG&E's Oklahoma retail customers. OG&E's ownership and access to wind and solar resources makes the renewable option a possible choice in meeting the renewable energy needs of OG&E's conservation-minded customers.

•Load Reduction is a voluntary load curtailment program that provides OG&E's commercial and industrial customers with the opportunity to curtail usage on a voluntary basis when OG&E's system conditions merit curtailment action. Customers that curtail their usage will receive payment for their curtailment response. This voluntary curtailment program seeks customers that can curtail on most curtailment event days but may not be able to curtail every time that a curtailment event is required.

•OG&E offers certain qualifying customers "day-ahead price" and "flex price" rate options which allow participating customers to adjust their electricity consumption based on price signals received from OG&E. The prices for the "day-ahead price" and "flex price" rate options are based on OG&E's projected next day hourly operating costs.

OG&E has Public Schools-Demand and Public Schools Non-Demand rate classes that provide OG&E with flexibility to provide targeted programs for load management to public schools and their unique usage patterns. OG&E also provides service level, seasonal and time period fuel charge differentiation that allows customers to pay fuel costs that better reflect the underlying costs of providing electric service. Lastly, OG&E has a military base rider that demonstrates Oklahoma's continued commitment to our military partners.

The previously discussed rate options, coupled with OG&E's other rate choices, provide many tariff options for OG&E's Oklahoma retail customers. The revenue impacts associated with these options are not determinable in future years because customers may choose to remain on existing rate options instead of volunteering for the alternative rate option choices. Revenue variations may occur in the future based upon changes in customers' usage characteristics if they choose alternative rate options.

Arkansas

OG&E's standard tariff rates include a cost of service component (including an authorized return on capital) plus an energy cost recovery mechanism that allows OG&E to pass through to customers the actual cost of fuel and purchased power. OG&E's current rate order from the APSC includes a formula rate rider that provides for an annual adjustment to rates if the earned rate of return falls outside of a plus or minus 50 basis point dead-band around the allowed return on equity. Adjustments are limited to plus or minus four percent of revenue for each rate class for the 12 months preceding the test period. The initial term for the formula rate rider is not to exceed five years from the date of the APSC final order in the last general rate review, May 18, 2017, unless additional approval is obtained from the APSC.

OG&E offers several alternative customer programs and rate options, as described below.

•The "time-of-use" and "variable peak pricing" tariffs allow participating customers to save on their electricity bills by shifting some of the electricity consumption to off-peak times when demand for electricity is lowest.

•The Renewable Energy Credit purchase program, a tariff rate option that provides a "renewable energy" resource, is available as a voluntary option to all of OG&E's Arkansas retail customers. OG&E's ownership and access to wind resources makes the renewable option a possible choice in meeting the renewable energy needs of our conservation-minded customers.

•Load Reduction is a voluntary load curtailment program that provides OG&E's commercial and industrial customers with the opportunity to curtail usage on a voluntary basis and receive a billing credit when OG&E's system conditions merit curtailment action.

•OG&E offers certain qualifying customers a "day-ahead price" rate option which allows participating customers to adjust their electricity consumption based on a price signal received from OG&E. The "day-ahead price" is based on OG&E's projected next day hourly operating costs.

Fuel Supply and Generation

The following table presents the OG&E-generated energy produced and the weighted average cost of fuel used, by type, for the last three years.


	Fuel Mix (A)			Fuel Cost (In cents/Kilowatt-Hour)
	2020	2019	2018	2020	2019	2018
Natural gas	66%	64%	48%	2.077	2.188	2.517
Coal	26%

Price	45.08	EPS	2
Shares	201	P/E	20
MCap	9,052	P/FCF	22
Net Debt	3,182	EBIT	589
TEV	12,234	TEV/EBIT	21
TTM 2019-09-30, in MM, except price, ratios

10-K	2020-12-31	Filed 2021-02-25
10-Q	2020-09-30	Filed 2020-11-05
10-Q	2020-09-30	Filed 2020-11-05
10-Q	2020-06-30	Filed 2020-08-06
10-Q	2020-06-30	Filed 2020-08-06
10-Q	2020-03-31	Filed 2020-05-07
10-Q	2020-03-31	Filed 2020-05-07
10-K	2019-12-31	Filed 2020-02-27
10-K	2019-12-31	Filed 2020-02-27
10-Q	2019-09-30	Filed 2019-11-07
10-Q	2019-09-30	Filed 2019-11-07
10-Q	2019-06-30	Filed 2019-08-08
10-Q	2019-06-30	Filed 2019-08-08
10-Q	2019-03-31	Filed 2019-05-02
10-Q	2019-03-31	Filed 2019-05-02
10-K	2018-12-31	Filed 2019-02-21
10-K	2018-12-31	Filed 2019-02-21
10-Q	2018-09-30	Filed 2018-11-08
10-Q	2018-06-30	Filed 2018-08-09
10-Q	2018-03-31	Filed 2018-05-03
10-K	2017-12-31	Filed 2018-02-22
10-Q	2017-09-30	Filed 2017-11-02
10-Q	2017-06-30	Filed 2017-08-03
10-Q	2017-03-31	Filed 2017-05-04
10-K	2016-12-31	Filed 2017-02-23
10-Q	2016-09-30	Filed 2016-11-03
10-Q	2016-06-30	Filed 2016-08-04
10-Q	2016-03-31	Filed 2016-05-05
10-K	2015-12-31	Filed 2016-02-26
10-Q	2015-09-30	Filed 2015-11-05
10-Q	2015-06-30	Filed 2015-08-06
10-Q	2015-03-31	Filed 2015-05-07
10-K	2014-12-31	Filed 2015-02-26
10-Q	2014-09-30	Filed 2014-11-05
10-Q	2014-06-30	Filed 2014-08-07
10-Q	2014-03-31	Filed 2014-05-01
10-K	2013-12-31	Filed 2014-02-25
10-Q	2013-09-30	Filed 2013-11-06
10-Q	2013-06-30	Filed 2013-08-08
10-Q	2013-03-31	Filed 2013-05-02
10-K	2012-12-31	Filed 2013-02-27
10-Q	2012-09-30	Filed 2012-11-07
10-Q	2012-06-30	Filed 2012-08-02
10-Q	2012-03-31	Filed 2012-05-03
10-K	2011-12-31	Filed 2012-02-16
10-Q	2011-09-30	Filed 2011-11-03
10-Q	2011-06-30	Filed 2011-08-04
10-Q	2011-03-31	Filed 2011-05-05
10-K	2010-12-31	Filed 2011-02-17
10-Q	2010-09-30	Filed 2010-10-29
10-Q	2010-06-30	Filed 2010-08-05
10-Q	2010-03-31	Filed 2010-05-06
10-K	2009-12-31	Filed 2010-02-18

EX-4.24	a2020ogeenergy10-kxex0424.htm
EX-10.12	a2020ogeenergy10-kxex1012.htm
EX-10.13	a2020ogeenergy10-kxex1013.htm
EX-10.27	a2020ogeenergy10-kxex1027.htm
EX-10.32	a2020ogeenergy10-kxex1032.htm
EX-21.01	a2020ogeenergy10-kxex2101.htm
EX-23.01	a2020ogeenergy10-kxex2301.htm
EX-23.02	a2020ogeenergy10-kxex2302.htm
EX-23.03	a2020ogeenergy10-kxex2303.htm
EX-24.01	a2020ogeenergy10-kxex2401.htm
EX-24.02	a2020ogeenergy10-kxex2402.htm
EX-31.01	a2020ogeenergy10-kxex3101.htm
EX-31.02	a2020ogeenergy10-kxex3102.htm
EX-32.01	a2020ogeenergy10-kxex3201.htm
EX-32.02	a2020ogeenergy10-kxex3202.htm
EX-99.01	exhibit9901.htm

8-K	2020-11-05
8-K	2020-08-06
8-K	2020-05-21
8-K	2020-05-07
8-K	2020-04-01
8-K	2020-04-01
8-K	2020-03-30
8-K	2020-02-27
8-K	2019-11-07
8-K	2019-11-07
8-K	2019-09-19
8-K	2019-09-19
8-K	2019-08-08
8-K	2019-08-08
8-K	2019-06-07
8-K	2019-06-07
8-K	2019-05-30
8-K	2019-05-30
8-K	2019-05-16
8-K	2019-05-02
8-K	2019-05-02
8-K	2019-02-21
8-K	2019-02-21
8-K	2018-11-08
8-K	2018-08-17
8-K	2018-08-09
8-K	2018-06-19
8-K	2018-05-17
8-K	2018-05-03
8-K	2018-03-14
8-K	2018-02-22

OGE 10K Annual Report

OGE Energy Earnings 2020-12-31