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Share Name | Share Symbol | Market | Type |
---|---|---|---|
OGE Energy Corp | NYSE:OGE | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.075 | 0.22% | 34.695 | 34.76 | 34.21 | 34.53 | 990,694 | 19:08:25 |
|
Oklahoma
|
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73-1481638
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
Title of each class
|
Name of each exchange on which registered
|
Common Stock
|
New York Stock Exchange
|
Large accelerated filer
þ
|
Accelerated filer
o
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
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Page
|
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Abbreviation
|
Definition
|
401(k) Plan
|
Qualified defined contribution retirement plan
|
ALJ
|
Administrative Law Judge
|
APSC
|
Arkansas Public Service Commission
|
ArcLight group
|
Bronco Midstream Holdings, LLC and Bronco Midstream Holdings II, LLC, collectively
|
ASC
|
Financial Accounting Standards Board Accounting Standards Codification
|
ASU
|
Financial Accounting Standards Board Accounting Standards Update
|
AVEC
|
Arkansas Valley Electric Cooperative Corporation
|
Bbl/d
|
Barrels per day
|
Bcf
|
Billion cubic feet
|
Bcf/d
|
Billion cubic feet per day
|
Btu
|
British thermal unit
|
CSAPR
|
Cross-State Air Pollution Rule
|
CenterPoint
|
CenterPoint Energy Resources Corp., wholly-owned subsidiary of CenterPoint Energy, Inc.
|
CO
2
|
Carbon dioxide
|
Code
|
Internal Revenue Code of 1986
|
Company
|
OGE Energy, collectively with its subsidiaries
|
Dry Scrubbers
|
Dry flue gas desulfurization units with spray dryer absorber
|
ECP
|
Environmental Compliance Plan
|
EGT
|
Enable Gas Transmission, LLC, a wholly-owned subsidiary of Enable that operates a 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 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
|
Enogex Holdings
|
Enogex Holdings LLC, the parent company of Enogex LLC and a majority-owned subsidiary of OGE Holdings LLC
|
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 a 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 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 United States
|
IRP
|
Integrated Resource Plan
|
kV
|
Kilovolt
|
LDC
|
Local distribution company involved in the delivery of natural gas to consumers within a specific geographic area
|
LTSA
|
Long-Term Service Agreement
|
MATS
|
Mercury and Air Toxics Standards
|
MBbl/d
|
Thousand barrels per day
|
MMBtu
|
Million British thermal unit
|
MMcf/d
|
Million cubic feet per day
|
MRT
|
Enable Mississippi River Transmission, LLC, a wholly owned subsidiary of Enable that operates a 1,700-mile interstate pipeline that provides natural gas transportation and storage services principally in Texas, Arkansas, Louisiana, Missouri and Illinois
|
Mustang Modernization Plan
|
OG&E's plan to replace the soon-to-be retired Mustang steam turbines with 400 MW of new, efficient combustion turbines at the Mustang site in 2017
|
MW
|
Megawatt
|
MWh
|
Megawatt-hour
|
NAAQS
|
National Ambient Air Quality Standards
|
NERC
|
North American Electric Reliability Corporation
|
NGLs
|
Natural gas liquids
|
NO
X
|
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 Holdings
|
OGE Enogex Holdings LLC, wholly-owned subsidiary of OGE Energy, parent company of Enogex Holdings and 25.7 percent owner of Enable Midstream Partners
|
OSHA
|
Federal Occupational Safety and Health Act of 1970
|
Pension Plan
|
Qualified defined benefit retirement plan
|
Ppb
|
Parts per billion
|
PUD
|
Public Utility Division of the Oklahoma Corporation Commission
|
QF
|
Qualified cogeneration facilities
|
QF contracts
|
Contracts with QFs and small power production producers
|
Regional Haze Rule
|
The EPA's regional haze rule
|
Restoration of Retirement Income Plan
|
Supplemental retirement plan to the Pension Plan
|
SESH
|
Southeast Supply Header, LLC
|
SIP
|
State implementation plan
|
SO
2
|
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
|
•
|
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
the Company 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
;
|
•
|
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;
|
•
|
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;
|
•
|
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 Company;
|
•
|
the impact on demand for our 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 Company's
markets;
|
•
|
environmental laws, safety laws or other regulations that may impact the cost of operations or restrict or change the way
the Company
operates its facilities;
|
•
|
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;
|
•
|
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 the Company's equity investment in Enable
that the Company does not control;
and
|
•
|
other risk factors listed in the reports filed by
the Company
with the Securities and Exchange Commission including those listed in
"Item 1A.
Risk Factors.
"
|
•
|
Providing exceptional customer experiences by continuing to improve customer interfaces, tools, products and services that deliver high customer satisfaction and operating productivity.
|
•
|
Providing safe, reliable energy to the communities and customers we serve. A particular focus is on enhancing the value of the grid by improving distribution grid reliability by reducing the frequency and duration of customer interruptions and leveraging previous grid technology investments.
|
•
|
Having strong regulatory and legislative relationships for the long-term benefit of our customers, investors and members.
|
•
|
Continuing to grow a zero-injury culture and deliver top-quartile safety results.
|
•
|
Complying with the EPA's MATS and Regional Haze Rule requirements.
|
•
|
Ensuring we have the necessary mix of generation resources to meet the long-term needs of our customers.
|
•
|
Continuing focus on operational excellence and efficiencies in order to protect the customer bill.
|
Year ended December 31
|
2016
|
2016 vs. 2015
|
2015
|
2015 vs. 2014
|
2014
|
System sales - (
Millions of MWh
)
|
26.9
|
(1.1)%
|
27.2
|
(2.9)%
|
28.0
|
OKLAHOMA GAS AND ELECTRIC COMPANY
|
|||||||||
CERTAIN OPERATING STATISTICS
|
|||||||||
|
|
|
|
||||||
Year ended December 31
|
2016
|
2015
|
2014
|
||||||
ELECTRIC ENERGY
(Millions of MWh)
|
|
|
|
||||||
Generation (exclusive of station use)
|
21.4
|
|
20.9
|
|
22.8
|
|
|||
Purchased
|
9.6
|
|
9.2
|
|
8.8
|
|
|||
Total generated and purchased
|
31.0
|
|
30.1
|
|
31.6
|
|
|||
OG&E use, free service and losses
|
(1.1
|
)
|
(1.2
|
)
|
(1.4
|
)
|
|||
Electric energy sold
|
29.9
|
|
28.9
|
|
30.2
|
|
|||
ELECTRIC ENERGY SOLD
(Millions of MWh)
|
|
|
|
||||||
Residential
|
9.3
|
|
9.2
|
|
9.4
|
|
|||
Commercial
|
7.6
|
|
7.4
|
|
7.2
|
|
|||
Industrial
|
3.6
|
|
3.6
|
|
3.8
|
|
|||
Oilfield
|
3.2
|
|
3.4
|
|
3.4
|
|
|||
Public authorities and street light
|
3.2
|
|
3.1
|
|
3.2
|
|
|||
Sales for resale
|
—
|
|
0.5
|
|
1.0
|
|
|||
System sales
|
26.9
|
|
27.2
|
|
28.0
|
|
|||
Integrated market
|
3.0
|
|
1.7
|
|
2.2
|
|
|||
Total sales
|
29.9
|
|
28.9
|
|
30.2
|
|
|||
ELECTRIC OPERATING REVENUES
(In millions)
|
|
|
|
||||||
Residential
|
$
|
951.9
|
|
$
|
896.5
|
|
$
|
925.5
|
|
Commercial
|
573.7
|
|
535.0
|
|
583.3
|
|
|||
Industrial
|
194.6
|
|
190.6
|
|
224.5
|
|
|||
Oilfield
|
156.9
|
|
162.8
|
|
188.3
|
|
|||
Public authorities and street light
|
204.3
|
|
194.2
|
|
220.3
|
|
|||
Sales for resale
|
0.3
|
|
21.7
|
|
52.9
|
|
|||
System sales revenues
|
2,081.7
|
|
2,000.8
|
|
2,194.8
|
|
|||
Provision for rate refund
|
(33.6
|
)
|
—
|
|
—
|
|
|||
Integrated market
|
49.3
|
|
48.6
|
|
94.1
|
|
|||
Other
|
161.8
|
|
147.5
|
|
164.2
|
|
|||
Total operating revenues
|
$
|
2,259.2
|
|
$
|
2,196.9
|
|
$
|
2,453.1
|
|
ACTUAL NUMBER OF ELECTRIC CUSTOMERS
(At end of period)
|
|
|
|
||||||
Residential
|
712,467
|
|
705,294
|
|
697,048
|
|
|||
Commercial
|
94,790
|
|
93,401
|
|
91,966
|
|
|||
Industrial
|
2,831
|
|
2,872
|
|
2,901
|
|
|||
Oilfield
|
6,469
|
|
6,328
|
|
6,460
|
|
|||
Public authorities and street light
|
17,025
|
|
16,880
|
|
16,581
|
|
|||
Sales for resale
|
—
|
|
1
|
|
26
|
|
|||
Total customers
|
833,582
|
|
824,776
|
|
814,982
|
|
|||
AVERAGE RESIDENTIAL CUSTOMER SALES
|
|
|
|
||||||
Average annual revenue
|
$
|
1,342.88
|
|
$
|
1,278.51
|
|
$
|
1,334.05
|
|
Average annual use (kilowatt-hour)
|
13,105
|
|
13,062
|
|
13,540
|
|
|||
Average price per kilowatt-hour (cents)
|
10.25
|
|
9.79
|
|
9.85
|
|
Year ended December 31
(In cents/Kilowatt-Hour)
|
2016
|
2015
|
2014
|
2013
|
2012
|
Natural gas
|
2.488
|
2.529
|
4.506
|
3.905
|
2.930
|
Coal
|
2.213
|
2.187
|
2.152
|
2.273
|
2.310
|
Weighted average
|
2.199
|
2.196
|
2.752
|
2.784
|
2.437
|
|
Fee-Based
|
|
|
|
|
|
||||||
|
Demand/Commitment/Guaranteed Return
|
|
Volume
Dependent
|
|
Commodity-Based
|
|
Total
|
|
||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
||||
Gathering and Processing Segment
|
34
|
%
|
|
44
|
%
|
|
22
|
%
|
|
100
|
%
|
|
Transportation and Storage Segment
|
93
|
%
|
|
5
|
%
|
|
2
|
%
|
|
100
|
%
|
|
Partnership Weighted Average
|
59
|
%
|
|
28
|
%
|
|
13
|
%
|
|
100
|
%
|
|
Asset/Basin
|
Approximate Length
(miles) |
|
Approximate Compression
(Horsepower) |
|
Average
Gathered Volume (TBtu/d) |
|
Number of
Processing Plants |
|
Processing
Capacity (MMcf/d) |
|
NGLs
Produced (MBbl/d) |
|
Gross Acreage
Dedications (in millions) |
Anadarko Basin
|
8,000
|
|
710,900
|
|
1.65
|
|
11
|
|
1,845
|
|
65.19
|
|
4.8
|
Arkoma Basin
|
2,900
|
|
134,500
|
|
0.62
|
|
1
|
|
60
|
|
4.86
|
|
1.4
|
Ark-La-Tex Basin
(A)
|
1,700
|
|
146,700
|
|
0.86
|
|
2
|
|
545
|
|
8.65
|
|
0.7
|
Total
|
12,600
|
|
992,100
|
|
3.13
|
|
14
|
|
2,450
|
|
78.70
|
|
6.9
|
(A)
|
Ark-La-Tex Basin assets also include
14,500
Bbl/d of fractionation capacity and
6,300
Bbl/d of ethane pipeline capacity, which are not listed in the table.
|
Asset
|
Length
(miles) |
|
Compression
(Horsepower) |
|
Average Throughput (TBtu/d)
|
|
Transportation Capacity
(A)
(Bcf/d) |
|
Transportation Firm Contracted Capacity
(Bcf/d) |
|
Storage Capacity (Bcf)
|
|
Storage Firm Contracted Capacity
(Bcf/d) |
|
EGT
|
5,900
|
|
381,900
|
|
|
2.5
|
|
6.5
|
|
5.42
|
|
29.5
|
|
22.92
|
MRT
|
1,600
|
|
118,600
|
|
|
0.7
|
|
1.7
|
|
1.62
|
|
31.5
|
|
28.77
|
EOIT
|
2,200
|
|
216,200
|
|
|
1.7
|
(B)
|
—
|
(B)
|
—
|
|
24.0
|
|
12.25
|
Subtotal
|
9,700
|
|
716,700
|
|
|
4.9
|
|
8.2
|
|
7.04
|
|
85.0
|
|
63.94
|
SESH
|
290
|
|
107,800
|
|
|
—
|
|
1.1
|
(C)
|
—
|
|
—
|
|
—
|
Total
|
9,990
|
|
824,500
|
|
|
4.9
|
|
9.3
|
|
7.04
|
|
85.0
|
|
63.94
|
(A)
|
Actual volumes transported per day may be less than total firm contracted capacity based on demand.
|
(B)
|
Enable's EOIT pipeline system is a web-like configuration with multidirectional flow capabilities between numerous receipt and delivery points, which limits its ability to determine an overall system capacity. During the year ended December 31, 2016, the peak daily throughput was 2.3 TBtu/d or, on a volumetric basis, 2.3 Bcf/d.
|
(C)
|
SESH has 1.09 Bcf/d of transportation capacity from Perryville, Louisiana to its endpoint in Mobile County, Alabama.
|
(In millions)
|
2017
|
2018
|
2019
|
2020
|
2021
|
||||||||||
OG&E Base Transmission
|
$
|
35
|
|
$
|
30
|
|
$
|
30
|
|
$
|
30
|
|
$
|
30
|
|
OG&E Base Distribution
|
195
|
|
175
|
|
175
|
|
175
|
|
175
|
|
|||||
OG&E Base Generation
|
40
|
|
75
|
|
75
|
|
75
|
|
75
|
|
|||||
OG&E Other
|
35
|
|
25
|
|
25
|
|
25
|
|
25
|
|
|||||
Total Base Transmission, Distribution, Generation and Other
|
305
|
|
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)
|
160
|
|
95
|
|
15
|
|
—
|
|
—
|
|
|||||
Combustion turbines - Mustang
|
170
|
|
35
|
|
—
|
|
—
|
|
—
|
|
|||||
Environmental - natural gas conversion (D)
|
20
|
|
25
|
|
25
|
|
—
|
|
—
|
|
|||||
Allowance of funds used during construction and ad valorem taxes
|
55
|
|
40
|
|
5
|
|
—
|
|
—
|
|
|||||
Total Other Projects
|
440
|
|
195
|
|
45
|
|
—
|
|
—
|
|
|||||
Total Known and Committed Non-Base Projects
|
645
|
|
235
|
|
65
|
|
20
|
|
20
|
|
|||||
Total
|
$
|
950
|
|
$
|
540
|
|
$
|
370
|
|
$
|
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.
|
$185
|
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 Regional Haze Rule and OG&E’s ECP can be found in Note
14
and under "Environmental Laws and Regulations" within "Management's Discussion and Analysis of Financial Condition and Results of Operations" under Part II, Item 7 of this Form 10-K.
|
Name
|
Age
|
Title
|
Sean Trauschke
|
49
|
Chairman of the Board, President and Chief Executive Officer - OGE Energy Corp.
|
E. Keith Mitchell
|
54
|
Chief Operating Officer - OG&E
|
Stephen E. Merrill
|
52
|
Chief Financial Officer - OGE Energy Corp.
|
Scott Forbes
|
59
|
Controller and Chief Accounting Officer - OGE Energy Corp.
|
Patricia D. Horn
|
58
|
Vice President - Governance and Corporate Secretary - OGE Energy Corp.
|
Jean C. Leger, Jr.
|
58
|
Vice President - Utility Operations - OG&E
|
Kenneth R. Grant
|
52
|
Vice President- Sales and Marketing - OG&E
|
Cristina F. McQuistion
|
52
|
Vice President - Chief Information Officer - OG&E
|
Jerry A. Peace
|
54
|
Vice President- Integrated Resource Planning and Development - OG&E
|
Paul L. Renfrow
|
60
|
Vice President - Public Affairs and Corporate Administration - OGE Energy Corp.
|
William H. Sultemeier
|
49
|
General Counsel - OGE Energy Corp.
|
Charles B. Walworth
|
42
|
Treasurer - OGE Energy Corp.
|
Name
|
Business Experience
|
|
Sean Trauschke
|
2015 - Present:
|
Chairman of the Board, President and Chief Executive Officer of OGE Energy Corp.
|
|
2014 - 2015:
|
President of OGE Energy Corp.
|
|
2012 - 2014:
|
Vice President and Chief Financial Officer of OGE Energy Corp.
|
E. Keith Mitchell
|
2015 - Present:
|
Chief Operating Officer of OG&E
|
|
2013 - 2015:
|
Executive Vice President and Chief Operating Officer of Enable Midstream Partners, LP
|
|
2012 - 2013:
|
President and Chief Operating Officer of Enogex Holdings; President of Enogex LLC
|
Stephen E. Merrill
|
2014 - Present:
|
Chief Financial Officer of OGE Energy Corp.
|
|
2013 - 2014:
|
Executive Vice President of Finance and Chief Administrative Officer of Enable Midstream Partners, LP
|
|
2012 - 2013:
|
Chief Operating Officer of Enogex LLC
|
Scott Forbes
|
2012 - Present:
|
Controller and Chief Accounting Officer of OGE Energy Corp.
|
Patricia D. Horn
|
2014 - Present:
|
Vice President - Governance and Corporate Secretary of OGE Energy Corp.
|
|
2012 - 2014:
|
Vice President - Governance, Environmental and Corporate Secretary of OGE Energy Corp.
|
|
2012:
|
Vice President - Governance, Environmental, Health & Safety; Corporate Secretary of OGE Energy Corp.
|
Jean C. Leger, Jr.
|
2012 - Present:
|
Vice President - Utility Operations of OG&E
|
Kenneth R. Grant
|
2016 - Present:
|
Vice President - Sales and Marketing of OG&E
|
|
2015:
|
Vice President Marketing and Product Development of OG&E
|
|
2013 - 2015:
|
Managing Director Tech Solutions & Ops of OG&E
|
|
2012 - 2013:
|
Managing Director Customer Solutions of OG&E
|
Cristina F. McQuistion
|
2017 - Present:
|
Vice President - Chief Information Officer of OG&E
|
|
2016 - 2017:
|
Vice President - Chief Information Officer and Utility Strategy of OG&E
|
|
2014 - 2015:
|
Vice President - Strategic Planning, Performance Improvement and Chief Information Officer of OG&E
|
|
2013 - 2014:
|
Vice President - Strategic Planning, Performance Improvement and Chief Information Officer of OGE Energy Corp. and OG&E
|
|
2012 - 2013:
|
Vice President - Strategy and Performance Improvement of OGE Energy Corp. and OG&E
|
Jerry A. Peace
|
2016 - Present:
|
Vice President - Integrated Resource Planning and Development of OG&E
|
|
2014 - 2015
|
Chief Generation Planning and Procurement Officer of OG&E
|
|
2012 - 2014:
|
Chief Risk Officer of OGE Energy Corp.
|
Paul L. Renfrow
|
2014 - Present:
|
Vice President - Public Affairs and Corporate Administration of OGE Energy Corp.
|
|
2012 - 2014:
|
Vice President - Public Affairs, Human Resources and Health & Safety of OGE Energy Corp.
|
William H. Sultemeier
|
2017 - Present:
|
General Counsel of OGE Energy Corp.
|
|
2016:
|
Partner - Jones Day
|
|
2012-2015:
|
Shareholder - Greenberg Traurig, LLP
|
Charles B. Walworth
|
2014 - Present:
|
Treasurer of OGE Energy Corp.
|
|
2012 - 2014:
|
Assistant Treasurer of OGE Energy Corp.
|
|
2012:
|
Senior Manager Finance of OGE Energy Corp.
|
•
|
increased prices for fuel and fuel transportation as existing contracts expire;
|
•
|
facility shutdowns due to a breakdown or failure of equipment or processes or interruptions in fuel supply;
|
•
|
operator error or safety related stoppages;
|
•
|
disruptions in the delivery of electricity; and
|
•
|
catastrophic events such as fires, explosions, tornadoes, floods, earthquakes or other similar occurrences.
|
•
|
the ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or the financing may not be available on favorable terms;
|
•
|
a portion of cash flows will be required to make interest payments on the debt, reducing the funds that would otherwise be available for operations and future business opportunities; and
|
•
|
our debt levels may limit our flexibility in responding to changing business and economic conditions.
|
•
|
the fees and gross margins it realizes with respect to the volume of natural gas, NGLs and crude oil that it handles;
|
•
|
the prices of, levels of production of, and demand for natural gas, NGLs and crude oil;
|
•
|
the volume of natural gas, NGLs and crude oil it gathers, compresses, treats, dehydrates, processes, fractionates, transports and stores;
|
•
|
the relationship among prices for natural gas, NGLs and crude oil;
|
•
|
cash calls and settlements of hedging positions;
|
•
|
margin requirements on open price risk management assets and liabilities;
|
•
|
the level of competition from other midstream energy companies;
|
•
|
adverse effects of governmental and environmental regulation;
|
•
|
the level of its operation and maintenance expenses and general and administrative costs; and
|
•
|
prevailing economic conditions.
|
•
|
the level and timing of capital expenditures it makes;
|
•
|
the cost of acquisitions;
|
•
|
its debt service requirements and other liabilities;
|
•
|
fluctuations in working capital needs;
|
•
|
its ability to borrow funds and access capital markets;
|
•
|
restrictions contained in its debt agreements;
|
•
|
the amount of cash reserves established by its general partner;
|
•
|
distributions paid on its Series A Preferred Units; and
|
•
|
other business risks affecting its cash levels.
|
•
|
the availability and cost of capital;
|
•
|
prevailing and projected commodity prices, including the prices of natural gas, NGLs and crude oil;
|
•
|
demand for natural gas, NGLs and crude oil;
|
•
|
levels of reserves;
|
•
|
geological considerations;
|
•
|
environmental or other governmental regulations, including the availability of drilling permits and the regulation of hydraulic fracturing; and
|
•
|
the availability of drilling rigs and other costs of production and equipment.
|
•
|
joint venture partners may share certain approval rights over major decisions;
|
•
|
joint venture partners may not pay their share of the obligations, leaving Enable liable for the liabilities created as a result of those unpaid obligations;
|
•
|
possible inability to control the amount of cash it will receive from the joint venture;
|
•
|
it may incur liabilities as a result of an action taken by its joint venture partners;
|
•
|
it may be required to devote significant management time to the requirements of and matters relating to the joint ventures;
|
•
|
its insurance policies may not fully cover loss or damage incurred by both them and its joint venture partners in certain circumstances;
|
•
|
its joint venture partners may be in a position to take actions contrary to its instructions or requests or contrary to its policies or objectives; and
|
•
|
disputes between them and its joint venture partners may result in delays, litigation or operational impasses.
|
•
|
damage to pipelines and plants, related equipment and surrounding properties caused by hurricanes, tornadoes, floods, fires, earthquakes and other natural disasters, acts of terrorism and actions by third parties;
|
•
|
inadvertent damage from construction, vehicles, farm and utility equipment;
|
•
|
leaks of natural gas, NGLs, crude oil and other hydrocarbons or losses of natural gas, NGLs and crude oil as a result of the malfunction of equipment or facilities;
|
•
|
ruptures, fires and explosions; and
|
•
|
other hazards that could also result in personal injury and loss of life, pollution and suspension of operations.
|
•
|
acquired businesses or assets may not produce revenues, earnings or cash flow at anticipated levels;
|
•
|
acquired businesses or assets could have environmental, permitting or other problems for which contractual protections prove inadequate;
|
•
|
it may assume liabilities that were not disclosed to it, that exceed its estimates, or for which its rights to indemnification from the seller are limited;
|
•
|
it may be unable to integrate acquired businesses successfully and realize anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical or financial problems; and
|
•
|
acquisitions, or the pursuit of acquisitions, could disrupt its ongoing businesses, distract management, divert resources and make it difficult to maintain its current business standards, controls and procedures.
|
•
|
the ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or the financing may not be available on favorable terms, if at all;
|
•
|
a portion of cash flows will be required to make interest payments on the debt, reducing the funds that would otherwise be available for operations, future business opportunities and distributions;
|
•
|
the debt level will make Enable more vulnerable to competitive pressures or a downturn in the business or the economy generally; and
|
•
|
the debt level may limit flexibility in responding to changing business and economic conditions.
|
•
|
permit its subsidiaries to incur or guarantee additional debt;
|
•
|
incur or permit to exist certain liens on assets;
|
•
|
dispose of assets;
|
•
|
merge or consolidate with another company or engage in a change of control;
|
•
|
enter into transactions with affiliates on non-arm’s length terms; and
|
•
|
change the nature of its business.
|
•
|
rates, operating terms, conditions of service and service contracts;
|
•
|
certification and construction of new facilities;
|
•
|
extension or abandonment of services and facilities or expansion of existing facilities;
|
•
|
maintenance of accounts and records;
|
•
|
acquisition and disposition of facilities;
|
•
|
initiation and discontinuation of services;
|
•
|
depreciation and amortization policies;
|
•
|
conduct and relationship with certain affiliates;
|
•
|
market manipulation in connection with interstate sales, purchases or natural gas transportation; and
|
•
|
various other matters.
|
•
|
perform ongoing assessments of pipeline integrity;
|
•
|
develop a baseline plan to prioritize the assessment of a covered pipeline segment;
|
•
|
identify and characterize applicable threats that could impact a high consequence area;
|
•
|
improve data collection, integration, and analysis;
|
•
|
repair and remediate pipelines as necessary; and
|
•
|
implement preventive and mitigating action.
|
•
|
Enable's existing unitholders’ proportionate ownership interest in Enable will decrease;
|
•
|
the amount of distributable cash flow on each unit may decrease;
|
•
|
because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly distribution will be borne by Enable's common unitholders will increase;
|
•
|
because the amount payable to holders of incentive distribution rights is based on a percentage of the total distributable cash flow, the distributions to holders of incentive distribution rights will increase even if the per unit distribution on common units remains the same;
|
•
|
the ratio of taxable income to distributions may increase;
|
•
|
the relative voting strength of each previously outstanding unit may be diminished; and
|
•
|
the market price of the common units may decline.
|
|
|
|
|
|
2016 Capacity Factor (A)
|
|
Unit Capability (MW)
|
Station Capability (MW)
|
||||
|
|
Year Installed
|
|
Fuel Capability
|
|
|||||||
Station & Unit
|
|
Unit Design Type
|
|
|||||||||
Seminole
|
1
|
1971
|
Steam-Turbine
|
Gas
|
9.4
|
%
|
|
448
|
|
|
||
|
2
|
1973
|
Steam-Turbine
|
Gas
|
14.7
|
%
|
|
426
|
|
|
||
|
3
|
1975
|
Steam-Turbine
|
Gas/Oil
|
22.3
|
%
|
|
471
|
|
1,345
|
|
|
Muskogee
|
4
|
1977
|
Steam-Turbine
|
Coal
|
52.4
|
%
|
|
508
|
|
|
||
|
5
|
1978
|
Steam-Turbine
|
Coal
|
43.5
|
%
|
|
497
|
|
|
||
|
6
|
1984
|
Steam-Turbine
|
Coal
|
39.8
|
%
|
|
522
|
|
1,527
|
|
|
Sooner
|
1
|
1979
|
Steam-Turbine
|
Coal
|
44.8
|
%
|
|
521
|
|
|
||
|
2
|
1980
|
Steam-Turbine
|
Coal
|
42.4
|
%
|
|
520
|
|
1,041
|
|
|
Horseshoe Lake
|
6
|
1958
|
Steam-Turbine
|
Gas/Oil
|
10.5
|
%
|
|
167
|
|
|
||
|
7
|
1963
|
Combined Cycle
|
Gas/Oil
|
8.4
|
%
|
|
214
|
|
|
||
|
8
|
1969
|
Steam-Turbine
|
Gas
|
7.4
|
%
|
|
405
|
|
|
||
|
9
|
2000
|
Combustion-Turbine
|
Gas
|
18.6
|
%
|
|
46
|
|
|
||
|
10
|
2000
|
Combustion-Turbine
|
Gas
|
13.1
|
%
|
|
46
|
|
878
|
|
|
Redbud (B)
|
1
|
2003
|
Combined Cycle
|
Gas
|
66.9
|
%
|
|
155
|
|
|
||
|
2
|
2003
|
Combined Cycle
|
Gas
|
65.0
|
%
|
|
154
|
|
|
||
|
3
|
2003
|
Combined Cycle
|
Gas
|
61.8
|
%
|
|
155
|
|
|
||
|
4
|
2003
|
Combined Cycle
|
Gas
|
66.7
|
%
|
|
152
|
|
616
|
|
|
Mustang
|
3
|
1955
|
Steam-Turbine
|
Gas
|
6.6
|
%
|
|
120
|
|
|
||
|
4
|
1959
|
Steam-Turbine
|
Gas
|
12.6
|
%
|
|
252
|
|
|
||
|
5A
|
1971
|
Combustion-Turbine
|
Gas/Jet Fuel
|
1.0
|
%
|
|
28
|
|
|
||
|
5B
|
1971
|
Combustion-Turbine
|
Gas/Jet Fuel
|
1.1
|
%
|
|
32
|
|
432
|
|
|
McClain (C)
|
1
|
2001
|
Combined Cycle
|
Gas
|
78.1
|
%
|
|
379
|
|
379
|
|
|
Total Generating Capability (all stations, excluding wind stations)
|
6,218
|
|
||||||||||
|
|
|
|
|
|
|
|
|
||||
Renewable
|
|
|
|
|
|
2016 Capacity Factor (A)
|
Unit Capability (MW)
|
Station Capability (MW)
|
||||
|
|
Year Installed
|
|
Number of Units
|
Fuel Capability
|
|||||||
Station
|
|
Location
|
||||||||||
Crossroads
|
|
2011
|
Canton, OK
|
98
|
Wind
|
38.7
|
%
|
2.3
|
|
228
|
|
|
Centennial
|
|
2007
|
Laverne, OK
|
80
|
Wind
|
31.9
|
%
|
1.5
|
|
120
|
|
|
OU Spirit
|
|
2009
|
Woodward, OK
|
44
|
Wind
|
36.0
|
%
|
2.3
|
|
101
|
|
|
Total Generating Capability (wind stations)
|
449
|
|
(A)
|
2016
Capacity Factor =
2016
Net Actual Generation /
(
2016
Net Maximum Capacity (Nameplate Rating in MWs) x Period Hours (
8,760
Hours))
|
(B)
|
Represents OG&E's
51 percent
ownership interest in the Redbud Plant.
|
(C)
|
Represents OG&E's
77 percent
ownership interest in the McClain Plant.
|
|
Dividend Paid
|
Price
|
|||||||
2016
|
High
|
Low
|
|||||||
First Quarter
|
$
|
0.2750
|
|
$
|
28.74
|
|
$
|
23.37
|
|
Second Quarter
|
0.2750
|
|
32.75
|
|
27.27
|
|
|||
Third Quarter
|
0.2750
|
|
33.10
|
|
29.91
|
|
|||
Fourth Quarter
|
0.3025
|
|
34.23
|
|
29.57
|
|
|||
2015
|
|
|
|
||||||
First Quarter
|
$
|
0.2500
|
|
$
|
36.48
|
|
$
|
30.82
|
|
Second Quarter
|
0.2500
|
|
33.21
|
|
28.28
|
|
|||
Third Quarter
|
0.2500
|
|
31.52
|
|
26.44
|
|
|||
Fourth Quarter
|
0.2750
|
|
29.40
|
|
24.15
|
|
Year ended December 31
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
SELECTED FINANCIAL DATA
|
|
|
|
|
|
||||||||||
(In millions, except per share data)
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
||||||||||
Results of Operations Data (A):
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
2,259.2
|
|
$
|
2,196.9
|
|
$
|
2,453.1
|
|
$
|
2,867.7
|
|
$
|
3,671.2
|
|
Cost of sales
|
880.1
|
|
865.0
|
|
1,106.6
|
|
1,428.9
|
|
1,918.7
|
|
|||||
Operating expenses
|
875.8
|
|
850.7
|
|
809.7
|
|
885.3
|
|
1,075.6
|
|
|||||
Operating income
|
503.3
|
|
481.2
|
|
536.8
|
|
553.5
|
|
676.9
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
101.8
|
|
15.5
|
|
172.6
|
|
101.9
|
|
—
|
|
|||||
Allowance for equity funds used during construction
|
14.2
|
|
8.3
|
|
4.2
|
|
6.6
|
|
6.2
|
|
|||||
Other income
|
26.0
|
|
27.0
|
|
17.8
|
|
31.8
|
|
17.6
|
|
|||||
Other expense
|
16.9
|
|
14.3
|
|
14.4
|
|
22.2
|
|
16.5
|
|
|||||
Interest expense
|
142.1
|
|
149.0
|
|
148.4
|
|
147.5
|
|
164.1
|
|
|||||
Income tax expense
|
148.1
|
|
97.4
|
|
172.8
|
|
130.3
|
|
135.1
|
|
|||||
Net income
|
338.2
|
|
271.3
|
|
395.8
|
|
393.8
|
|
385.0
|
|
|||||
Less: Net income attributable to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
6.2
|
|
30.0
|
|
|||||
Net income attributable to OGE Energy
|
$
|
338.2
|
|
$
|
271.3
|
|
$
|
395.8
|
|
$
|
387.6
|
|
$
|
355.0
|
|
Basic earnings per average common share attributable to OGE Energy common shareholders
|
$
|
1.69
|
|
$
|
1.36
|
|
$
|
1.99
|
|
$
|
1.96
|
|
$
|
1.80
|
|
Diluted earnings per average common share attributable to OGE Energy common shareholders
|
$
|
1.69
|
|
$
|
1.36
|
|
$
|
1.98
|
|
$
|
1.94
|
|
$
|
1.79
|
|
Dividends declared per common share
|
$
|
1.15500
|
|
$
|
1.05000
|
|
$
|
0.95000
|
|
$
|
0.85125
|
|
$
|
0.79750
|
|
Balance Sheet Data (at period end):
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
$
|
7,696.2
|
|
$
|
7,322.4
|
|
$
|
6,979.9
|
|
$
|
6,672.8
|
|
$
|
8,344.8
|
|
Total assets (B)
|
$
|
9,939.6
|
|
$
|
9,580.6
|
|
$
|
9,509.9
|
|
$
|
9,120.5
|
|
$
|
9,909.4
|
|
Long-term debt (B)
|
$
|
2,630.5
|
|
$
|
2,738.8
|
|
$
|
2,737.4
|
|
$
|
2,385.9
|
|
$
|
2,835.8
|
|
Total stockholders' equity
|
$
|
3,443.8
|
|
$
|
3,326.0
|
|
$
|
3,244.4
|
|
$
|
3,037.1
|
|
$
|
3,072.4
|
|
Capitalization Ratios (C)
|
|
|
|
|
|
||||||||||
Stockholders' equity
|
56.7
|
%
|
54.7
|
%
|
54.1
|
%
|
55.9
|
%
|
51.9
|
%
|
|||||
Long-term debt
|
43.3
|
%
|
45.3
|
%
|
45.9
|
%
|
44.1
|
%
|
48.1
|
%
|
|||||
Ratio of Earnings to Fixed Charges (D)
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
4.41
|
|
4.12
|
|
4.49
|
|
3.98
|
|
3.94
|
|
(A)
|
In May 2013, Enable was formed to own and operate the midstream business of OGE Energy and CenterPoint. OGE Energy accounts for its interest in Enable using the equity method of accounting subsequent to the formation of Enable. Prior to May 1, 2013, OGE Energy consolidated the results of Enogex.
|
(B)
|
The amounts for 2015, 2014, 2013 and 2012 have been adjusted for the reclassification of
$16.8, $17.9, $14.2 and $12.8,
respectively, of debt issuance costs from Total Deferred Charges and Other Assets to Long-Term Debt to be consistent with the 2016 presentation due to the adoption of ASU 2015-03.
|
(C)
|
Capitalization ratios = [Total
stockholders'
equity / (Total
stockholders'
equity + Long-term debt + Long-term debt due within one year)] and [(Long-term debt + Long-term debt due within one year) / (Total
stockholders'
equity + Long-term debt + Long-term debt due within one year)].
|
(D)
|
For purposes of computing the ratio of earnings to fixed charges, (i) earnings consist of income from continuing operations before income taxes and equity in earnings of unconsolidated affiliates, plus distributed equity income plus fixed charges, less allowance for borrowed funds used during construction and other capitalized interest
and (ii) fixed charges consist of interest on long-term debt, related amortization, interest on short-term borrowings and a calculated portion of rents considered to be interest.
|
•
|
Providing exceptional customer experiences by continuing to improve customer interfaces, tools, products and services that deliver high customer satisfaction and operating productivity.
|
•
|
Providing safe, reliable energy to the communities and customers we serve. A particular focus is on enhancing the value of the grid by improving distribution grid reliability by reducing the frequency and duration of customer interruptions and leveraging previous grid technology investments.
|
•
|
Having strong regulatory and legislative relationships for the long-term benefit of our customers, investors and members.
|
•
|
Continuing to grow a zero-injury culture and deliver top-quartile safety results.
|
•
|
Complying with the EPA's MATS and Regional Haze Rule requirements.
|
•
|
Ensuring we have the necessary mix of generation resources to meet the long-term needs of our customers.
|
•
|
Continuing focus on operational excellence and efficiencies in order to protect the customer bill.
|
•
|
an increase
in net income at OGE Holdings of
$44.3 million
,
or
$0.22
per diluted share of the Company's common stock, primarily due to the goodwill impairment adjustment at Enable in September 2015 partially offset by higher income tax expense due to higher pre-tax operating income and a change in state tax rates;
|
•
|
an increase
in net income
at OG&E of
$15.2 million
, or
5.7 percent
,
or
$0.07
per diluted share of the Company's common stock,
primarily due to
an increase in gross margin related to warmer summer weather and increased wholesale transmission revenues and an increase in other income. Partially offsetting these items was an increase in other operation and maintenance expense, an increase in depreciation expense due to additional assets being placed in service and an increase in income tax expense
; and
|
•
|
an increase
in net income at OGE Energy of
$7.4 million
, or
$0.04
per diluted share of the Company's common stock,
primarily due to charges in 2015 associated with pre-construction expenditures for cancelled new office space to consolidate Oklahoma City personnel and a decrease in depreciation partially offset by an increase in interest expense.
|
•
|
a decrease in net income at OGE Holdings of $92.9 million, or 90.8 percent, or $0.46 per diluted share of the Company's common stock, primarily due to the goodwill impairment adjustment at Enable in September 2015 and lower revenues driven by lower average natural gas and NGLs prices;
|
•
|
a decrease in net income at OG&E of $23.1 million, or 7.9 percent, or $0.11 per diluted share of the Company's common stock, primarily due to an increase in depreciation expense due to additional assets being placed in service in 2015, and a decrease in gross margin related to milder weather and decreased wholesale transmission revenues. Partially offsetting these items was an increase in customer growth, an increase in other income and an increase in allowance for equity funds used during construction; and
|
•
|
a decrease in net income at OGE Energy of $8.5 million, or $0.05 per diluted share of the Company's common stock, primarily due to charges associated with pre-construction expenditures for new office space to consolidate Oklahoma City personnel.
|
•
|
normal weather patterns are experienced for the remainder of the year;
|
•
|
new rates take effect in Oklahoma and Arkansas in 2017;
|
•
|
gross margin on revenues of approximately $1.470 billion to $1.485 billion based on sales growth of approximately one percent on a weather-adjusted basis;
|
•
|
approximately $110 million of gross margin is primarily attributed to regionally allocated transmission projects;
|
•
|
operating expenses of approximately $896 million to $917 million, with operation and maintenance expenses comprising 54 percent of the total;
|
•
|
interest expense of approximately $147 million which assumes a $15 million allowance for borrowed funds used during construction reduction to interest expense and assumes a debt issuance of $300 million in the first half of 2017;
|
•
|
other income of approximately $60 million including approximately $34 million of allowance for equity funds used during construction;
|
•
|
recovery of $8 million of expiring production tax credits or $0.04 per average diluted share;
|
•
|
an effective tax rate of approximately 32 percent;
|
•
|
assumes revenue of approximately $23 million or net income of approximately $14 million or $0.07 per average diluted share for rates implemented on July 1, 2016 through December 31, 2016 based on the findings in the ALJ's report associated with the Oklahoma General Rate Case and based on 9.87 percent return on equity; and
|
•
|
every 10 basis point change in the allowed Oklahoma return on equity equates to a change of approximately $3.6 million in revenue.
|
•
|
approximately 200 million average diluted shares outstanding; and
|
•
|
an effective tax rate of approximately 33 percent.
|
(A)
|
Based on the midpoint of OG&E earnings guidance for 2017.
|
|
Year Ended December 31,
|
||||||||
(In millions except per share data)
|
2016
|
2015
|
2014
|
||||||
Net income
|
$
|
338.2
|
|
$
|
271.3
|
|
$
|
395.8
|
|
Basic average common shares outstanding
|
199.7
|
|
199.6
|
|
199.2
|
|
|||
Diluted average common shares outstanding
|
199.9
|
|
199.6
|
|
199.9
|
|
|||
Basic earnings per average common share
|
$
|
1.69
|
|
$
|
1.36
|
|
$
|
1.99
|
|
Diluted earnings per average common share
|
$
|
1.69
|
|
$
|
1.36
|
|
$
|
1.98
|
|
Dividends declared per common share
|
$
|
1.15500
|
|
$
|
1.05000
|
|
$
|
0.95000
|
|
|
Year Ended December 31,
|
||||||||
(In millions)
|
2016
|
2015
|
2014
|
||||||
Net income (loss)
|
|
|
|
||||||
OG&E (Electric Utility)
|
$
|
284.1
|
|
$
|
268.9
|
|
$
|
292.0
|
|
OGE Holdings (Natural Gas Midstream Operations) (A)
|
53.7
|
|
9.4
|
|
102.3
|
|
|||
Other Operations (B)
|
0.4
|
|
(7.0
|
)
|
1.5
|
|
|||
Consolidated net income
|
$
|
338.2
|
|
$
|
271.3
|
|
$
|
395.8
|
|
(A)
|
The
Company recorded a
$108.4 million
pre-tax charge during the third quarter of
2015
for its share of the goodwill impairment, as adjusted for the basis differences. See Note 3 for further discussion of Enable's goodwill impairment.
|
(B)
|
Other Operations primarily includes the operations of the holding company and consolidating eliminations.
|
Year ended December 31
(Dollars in millions)
|
2016
|
2015
|
2014
|
||||||
Operating revenues
|
$
|
2,259.2
|
|
$
|
2,196.9
|
|
$
|
2,453.1
|
|
Cost of sales
|
880.1
|
|
865.0
|
|
1,106.6
|
|
|||
Other operation and maintenance
|
469.8
|
|
444.5
|
|
453.2
|
|
|||
Depreciation and amortization
|
316.4
|
|
299.9
|
|
270.8
|
|
|||
Taxes other than income
|
84.0
|
|
87.1
|
|
84.5
|
|
|||
Operating income
|
508.9
|
|
500.4
|
|
538.0
|
|
|||
Allowance for equity funds used during construction
|
14.2
|
|
8.3
|
|
4.2
|
|
|||
Other income
|
16.4
|
|
13.3
|
|
4.8
|
|
|||
Other expense
|
2.9
|
|
1.6
|
|
1.9
|
|
|||
Interest expense
|
138.1
|
|
146.7
|
|
141.5
|
|
|||
Income tax expense
|
114.4
|
|
104.8
|
|
111.6
|
|
|||
Net income
|
$
|
284.1
|
|
$
|
268.9
|
|
$
|
292.0
|
|
Operating revenues by classification
|
|
|
|
||||||
Residential
|
$
|
951.9
|
|
$
|
896.5
|
|
$
|
925.5
|
|
Commercial
|
573.7
|
|
535.0
|
|
583.3
|
|
|||
Industrial
|
194.6
|
|
190.6
|
|
224.5
|
|
|||
Oilfield
|
156.9
|
|
162.8
|
|
188.3
|
|
|||
Public authorities and street light
|
204.3
|
|
194.2
|
|
220.3
|
|
|||
Sales for resale
|
0.3
|
|
21.7
|
|
52.9
|
|
|||
System sales revenues
|
2,081.7
|
|
2,000.8
|
|
2,194.8
|
|
|||
Provision for rate refund
|
(33.6
|
)
|
—
|
|
—
|
|
|||
Integrated market
|
49.3
|
|
48.6
|
|
94.1
|
|
|||
Other
|
161.8
|
|
147.5
|
|
164.2
|
|
|||
Total operating revenues
|
$
|
2,259.2
|
|
$
|
2,196.9
|
|
$
|
2,453.1
|
|
Reconciliation of gross margin to revenue:
|
|
|
|
||||||
Operating revenues
|
$
|
2,259.2
|
|
$
|
2,196.9
|
|
$
|
2,453.1
|
|
Cost of sales
|
880.1
|
|
865.0
|
|
1,106.6
|
|
|||
Gross margin
|
$
|
1,379.1
|
|
$
|
1,331.9
|
|
$
|
1,346.5
|
|
MWh sales by classification
(In millions)
|
|
|
|
||||||
Residential
|
9.3
|
|
9.2
|
|
9.4
|
|
|||
Commercial
|
7.6
|
|
7.4
|
|
7.2
|
|
|||
Industrial
|
3.6
|
|
3.6
|
|
3.8
|
|
|||
Oilfield
|
3.2
|
|
3.4
|
|
3.4
|
|
|||
Public authorities and street light
|
3.2
|
|
3.1
|
|
3.2
|
|
|||
Sales for resale
|
—
|
|
0.5
|
|
1.0
|
|
|||
System sales
|
26.9
|
|
27.2
|
|
28.0
|
|
|||
Integrated market
|
3.0
|
|
1.7
|
|
2.2
|
|
|||
Total sales
|
29.9
|
|
28.9
|
|
30.2
|
|
|||
Number of customers
|
833,582
|
|
824,776
|
|
814,982
|
|
|||
Weighted-average cost of energy per kilowatt-hour - cents
|
|
|
|
||||||
Natural gas
|
2.488
|
|
2.529
|
|
4.506
|
|
|||
Coal
|
2.213
|
|
2.187
|
|
2.152
|
|
|||
Total fuel
|
2.199
|
|
2.196
|
|
2.752
|
|
|||
Total fuel and purchased power
|
2.842
|
|
2.874
|
|
3.493
|
|
|||
Degree days (A)
|
|
|
|
||||||
Heating - Actual
|
2,800
|
|
3,038
|
|
3,569
|
|
|||
Heating - Normal
|
3,349
|
|
3,349
|
|
3,349
|
|
|||
Cooling - Actual
|
2,247
|
|
2,071
|
|
2,114
|
|
|||
Cooling - Normal
|
2,092
|
|
2,092
|
|
2,092
|
|
(A)
|
Degree days are calculated as follows: The high and low degrees of a particular day are added together and then averaged. If the calculated average is above 65 degrees, then the difference between the calculated average and 65 is expressed as cooling degree days, with each degree of difference equaling one cooling degree day. If the calculated average is below 65 degrees, then the difference between the calculated average and 65 is expressed as heating degree days, with each degree of difference equaling one heating degree day. The daily calculations are then totaled for the particular reporting period.
|
(In millions)
|
$ Change
|
||
Interim rate increase - Oklahoma (A)
|
$
|
39.0
|
|
Reserve for rate refund (A)
|
(33.7
|
)
|
|
Wholesale transmission revenue (B)
|
20.3
|
|
|
Price variance (C)
|
18.1
|
|
|
Quantity variance (primarily weather)
|
13.1
|
|
|
New customer growth
|
3.2
|
|
|
Non-residential demand and related revenues
|
0.6
|
|
|
Other
|
(3.7
|
)
|
|
Expiration of AVEC contract (D)
|
(9.7
|
)
|
|
Change in gross margin
|
$
|
47.2
|
|
(A)
|
As discussed in Note
14,
on July 1, 2016, OG&E implemented an annual interim rate increase of
$69.5 million
.
Interim rates are subject to refund of any amount recovered in excess of the rates ultimately approved by the OCC in the general rate case.
|
(B)
|
Increased primarily due to the SPP's settlement of revenue credits related to the Windspeed Transmission line for the years 2008 through August 2016. Other increases include a recovery of the base plan projects in the SPP formula rate for 2015 and 2016.
|
(C)
|
Increased primarily due to the reversal of a reserve for gas transportation charges in addition to the pricing impact of weather related sales.
|
(D)
|
On June 30, 2015, the wholesale power contract with AVEC expired.
|
(In millions)
|
$ Change
|
||
Salaries and wages (A)
|
$
|
10.4
|
|
Contract professional services (B)
|
8.7
|
|
|
Corporate allocations and overheads (C)
|
8.1
|
|
|
Other
|
(1.9
|
)
|
|
Change in other operation and maintenance expense
|
$
|
25.3
|
|
(A)
|
Increased primarily due to increases in incentive compensation, pension expense, annual salaries and medical/dental expense partially offset by a decrease in overtime.
|
(B)
|
Increased primarily due to increased consulting costs associated with demand side management programs.
|
(C)
|
Increased primarily due to additional direct support in information technology, facility direct support, strategy and marketing support.
|
(In millions)
|
$ Change
|
||
Quantity variance (primarily weather) (A)
|
$
|
(25.8
|
)
|
Wholesale transmission revenue (B)
|
(19.8
|
)
|
|
Expiration of AVEC contract (C)
|
(11.5
|
)
|
|
Industrial and oilfield sales
|
(4.5
|
)
|
|
Other
|
2.1
|
|
|
Non-residential demand and related revenues
|
3.7
|
|
|
Price Variance (D)
|
19.8
|
|
|
New customer growth
|
21.4
|
|
|
Change in gross margin
|
$
|
(14.6
|
)
|
(A)
|
The overall cooling degree days decreased two percent in 2015 compared to 2014 with August decreasing by 14.0 percent.
|
(B)
|
Decreased primarily due to a true up for the base plan projects in the SPP formula rate for 2014 and 2015 as well as a reduction in the point-to-point credits shared with retail customers.
|
(C)
|
On June 30, 2015, the wholesale power contract with AVEC expired.
|
(D)
|
Increased primarily due to sales and customer mix.
|
(In millions)
|
$ Change
|
||
Additional capitalized labor (A)
|
$
|
(9.2
|
)
|
Maintenance at power plants (B)
|
(7.0
|
)
|
|
Professional service contracts (C)
|
(2.1
|
)
|
|
Other
|
(1.0
|
)
|
|
Employee benefits (D)
|
1.0
|
|
|
Other marketing, sales and commercial (E)
|
2.8
|
|
|
Salaries and wages (F)
|
6.8
|
|
|
Change in other operation and maintenance expense
|
$
|
(8.7
|
)
|
(A)
|
Decreased primarily due to more capital projects and storm costs exceeding the $2.7 million threshold, which were moved to a regulatory asset.
|
(B)
|
Decreased primarily due to less work at the power plants.
|
(C)
|
Decreased primarily due to decreased engineering services.
|
(D)
|
Increased primarily due to higher medical costs incurred partially offset by lower pension costs.
|
(E)
|
Increased primarily due to higher demand side management customer payments.
|
(F)
|
Increased primarily due to annual salary increases and increased overtime related to storms.
|
|
Year Ended December 31,
|
||||||||
(In millions)
|
2016
|
2015
|
2014
|
||||||
Operating revenues
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Cost of sales
|
—
|
|
—
|
|
—
|
|
|||
Other operation and maintenance
|
7.7
|
|
7.5
|
|
1.2
|
|
|||
Depreciation and amortization
|
—
|
|
—
|
|
—
|
|
|||
Taxes other than income
|
—
|
|
—
|
|
—
|
|
|||
Operating income (loss)
|
(7.7
|
)
|
(7.5
|
)
|
(1.2
|
)
|
|||
Equity in earnings of unconsolidated affiliates (A)
|
101.8
|
|
15.5
|
|
172.6
|
|
|||
Other income
|
0.1
|
|
0.4
|
|
—
|
|
|||
Income before taxes
|
94.2
|
|
8.4
|
|
171.4
|
|
|||
Income tax expense (benefit)
|
40.5
|
|
(1.0
|
)
|
69.1
|
|
|||
Net income attributable to OGE Holdings
|
$
|
53.7
|
|
$
|
9.4
|
|
$
|
102.3
|
|
(A)
|
The Company recorded a
$108.4 million
pre-tax charge during the third quarter of 2015 for its share of the goodwill impairment, as adjusted for the basis difference. See Note 3 for further discussion of Enable's goodwill impairment.
|
|
Year Ended December 31,
|
|||||
(In millions)
|
2016
|
2015
|
||||
Enable net income (loss)
|
$
|
289.5
|
|
$
|
(752.0
|
)
|
Distributions senior to limited partners
|
(9.1
|
)
|
—
|
|
||
Differences due to timing of OGE Energy and Enable accounting close
|
(12.1
|
)
|
12.1
|
|
||
Enable net income (loss) used to calculate OGE Energy's equity in earnings
|
$
|
268.3
|
|
$
|
(739.9
|
)
|
OGE Energy’s percent ownership at year end
|
25.7
|
%
|
26.3
|
%
|
||
OGE Energy’s portion of Enable net income (loss)
|
$
|
70.7
|
|
$
|
(194.4
|
)
|
Impairments recognized by Enable associated with OGE Energy’s basis differences
|
2.6
|
|
178.4
|
|
||
OGE Energy's share of Enable net income (loss)
|
73.3
|
|
(16.0
|
)
|
||
Amortization of basis difference
|
11.6
|
|
13.5
|
|
||
Elimination of Enable fair value step up
|
16.9
|
|
18.0
|
|
||
Equity in earnings of unconsolidated affiliates
|
$
|
101.8
|
|
$
|
15.5
|
|
|
Year Ended December 31,
|
||||||||
(In millions)
|
2016
|
2015
|
2014
|
||||||
Operating revenues
|
$
|
2,272
|
|
$
|
2,418
|
|
$
|
3,367
|
|
Cost of natural gas and natural gas liquids
|
1,017
|
|
1,097
|
|
1,914
|
|
|||
Operating income (loss)
|
385
|
|
(712
|
)
|
586
|
|
|||
Net income (loss)
|
$
|
290
|
|
$
|
(752
|
)
|
$
|
530
|
|
|
Year Ended December 31,
|
|||||
|
2016
|
2015
|
2014
|
|||
Gathered volumes - TBtu/d
|
3.13
|
|
3.14
|
|
3.34
|
|
Transportation volumes - TBtu/d
|
4.88
|
|
4.97
|
|
4.95
|
|
Natural gas processed volumes - TBtu/d
|
1.80
|
|
1.78
|
|
1.56
|
|
NGLs sold - million gallons/d (A)(B)
|
78.16
|
|
75.55
|
|
68.67
|
|
|
|
|
|
2016 vs. 2015
|
2015 vs. 2014
|
||||||||||||||
Year ended December 31
(In millions)
|
2016
|
2015
|
2014
|
$
Change |
%
Change |
$
Change |
%
Change |
||||||||||||
Net cash provided from operating activities
|
$
|
644.6
|
|
$
|
865.4
|
|
$
|
721.6
|
|
$
|
(220.8
|
)
|
(25.5
|
)%
|
$
|
143.8
|
|
19.9
|
%
|
Net cash used in investing activities
|
(620.4
|
)
|
(500.1
|
)
|
(559.1
|
)
|
(120.3
|
)
|
24.1
|
%
|
59.0
|
|
(10.6
|
)%
|
|||||
Net cash used in financing activities
|
(99.1
|
)
|
(295.6
|
)
|
(163.8
|
)
|
196.5
|
|
(66.5
|
)%
|
(131.8
|
)
|
80.5
|
%
|
(In millions)
|
2017
|
2018
|
2019
|
2020
|
2021
|
||||||||||
OG&E Base Transmission
|
$
|
35
|
|
$
|
30
|
|
$
|
30
|
|
$
|
30
|
|
$
|
30
|
|
OG&E Base Distribution
|
195
|
|
175
|
|
175
|
|
175
|
|
175
|
|
|||||
OG&E Base Generation
|
40
|
|
75
|
|
75
|
|
75
|
|
75
|
|
|||||
OG&E Other
|
35
|
|
25
|
|
25
|
|
25
|
|
25
|
|
|||||
Total Base Transmission, Distribution, Generation and Other
|
305
|
|
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)
|
160
|
|
95
|
|
15
|
|
—
|
|
—
|
|
|||||
Combustion turbines - Mustang
|
170
|
|
35
|
|
—
|
|
—
|
|
—
|
|
|||||
Environmental - natural gas conversion (D)
|
20
|
|
25
|
|
25
|
|
—
|
|
—
|
|
|||||
Allowance of funds used during construction and ad valorem taxes
|
55
|
|
40
|
|
5
|
|
—
|
|
—
|
|
|||||
Total Other Projects
|
440
|
|
195
|
|
45
|
|
—
|
|
—
|
|
|||||
Total Known and Committed Non-Base Projects
|
645
|
|
235
|
|
65
|
|
20
|
|
20
|
|
|||||
Total
|
$
|
950
|
|
$
|
540
|
|
$
|
370
|
|
$
|
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.
|
$185
|
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 Regional Haze Rule and OG&E’s ECP can be found in Note
14
and under "Environmental Laws and Regulations" within "Management's Discussion and Analysis of Financial Condition and Results of Operations" under Part II, Item 7 of this Form 10-K.
|
(In millions)
|
2017
|
2018-2019
|
2020-2021
|
After 2021
|
Total
|
||||||||||
Maturities of long-term debt (A)
|
$
|
225.2
|
|
$
|
500.2
|
|
$
|
0.2
|
|
$
|
1,929.7
|
|
$
|
2,655.3
|
|
Operating lease obligations
|
|
|
|
|
|
||||||||||
Railcars
|
2.7
|
|
22.7
|
|
—
|
|
—
|
|
25.4
|
|
|||||
Wind farm land leases
|
2.5
|
|
5.0
|
|
5.8
|
|
43.5
|
|
56.8
|
|
|||||
Noncancellable operating lease
|
0.8
|
|
0.7
|
|
—
|
|
—
|
|
1.5
|
|
|||||
Total operating lease obligations
|
6.0
|
|
28.4
|
|
5.8
|
|
43.5
|
|
83.7
|
|
|||||
Other purchase obligations and commitments
|
|
|
|
|
|
||||||||||
Cogeneration capacity and fixed operation and maintenance payments
|
77.1
|
|
140.4
|
|
105.7
|
|
48.8
|
|
372.0
|
|
|||||
Expected cogeneration energy payments
|
37.7
|
|
76.4
|
|
85.1
|
|
49.9
|
|
249.1
|
|
|||||
Minimum fuel purchase commitments
|
236.2
|
|
85.5
|
|
49.2
|
|
407.2
|
|
778.1
|
|
|||||
Expected wind purchase commitments
|
59.0
|
|
114.5
|
|
114.6
|
|
583.5
|
|
871.6
|
|
|||||
Long-term service agreement commitments
|
2.2
|
|
50.6
|
|
4.8
|
|
120.6
|
|
178.2
|
|
|||||
Mustang Modernization expenditures
|
130.4
|
|
21.9
|
|
—
|
|
—
|
|
152.3
|
|
|||||
Environmental compliance plan expenditures
|
169.2
|
|
71.9
|
|
0.2
|
|
—
|
|
241.3
|
|
|||||
Total other purchase obligations and commitments
|
711.8
|
|
561.2
|
|
359.6
|
|
1,210.0
|
|
2,842.6
|
|
|||||
Total contractual obligations
|
943.0
|
|
1,089.8
|
|
365.6
|
|
3,183.2
|
|
5,581.6
|
|
|||||
Amounts recoverable through fuel adjustment clause (B)
|
(335.6
|
)
|
(299.1
|
)
|
(248.9
|
)
|
(1,040.6
|
)
|
(1,924.2
|
)
|
|||||
Total contractual obligations, net
|
$
|
607.4
|
|
$
|
790.7
|
|
$
|
116.7
|
|
$
|
2,142.6
|
|
$
|
3,657.4
|
|
(A)
|
Maturities of
the Company's
long-term debt during the next five years consist of
$225.2 million
,
$250.1 million
,
$250.1 million
,
$0.1 million
and
$0.1 million
in years
2017
,
2018
,
2019
,
2020
and
2021
,
respectively.
|
(B)
|
Includes expected recoveries of costs incurred for OG&E's railcar operating lease obligations, OG&E's expected cogeneration energy payments, OG&E's minimum fuel purchase commitments and OG&E's expected wind purchase commitments.
|
|
Pension Plan
|
Restoration of Retirement
Income Plan |
Postretirement
Benefit Plans |
|||||||||||||||
December 31
(In millions)
|
2016
|
2015
|
2016
|
2015
|
2016
|
2015
|
||||||||||||
Benefit obligations
|
$
|
672.2
|
|
$
|
680.0
|
|
$
|
7.0
|
|
$
|
25.1
|
|
$
|
215.9
|
|
$
|
225.3
|
|
Fair value of plan assets
|
595.9
|
|
581.7
|
|
—
|
|
—
|
|
53.1
|
|
55.3
|
|
||||||
Funded status at end of year
|
$
|
(76.3
|
)
|
$
|
(98.3
|
)
|
$
|
(7.0
|
)
|
$
|
(25.1
|
)
|
$
|
(162.8
|
)
|
$
|
(170.0
|
)
|
|
Moody’s Investors Services
|
Standard & Poor's Ratings Services
|
Fitch Ratings
|
OG&E Senior Notes
|
A1
|
A-
|
A+
|
OGE Energy Senior Notes
|
A3
|
BBB+
|
A-
|
OGE Energy Commercial Paper
|
P2
|
A2
|
F2
|
|
Change
|
Impact on Funded Status
|
Actual plan asset returns
|
+/- 1 percent
|
+/- $6.0 million
|
Discount rate
|
+/- 0.25 percent
|
+/- $14.8 million
|
Contributions
|
+/- $10 million
|
+/- $10.0 million
|
Year ended December 31
(Dollars in millions)
|
2017
|
2018
|
2019
|
2020
|
2021
|
Thereafter
|
Total
|
12/31/16 Fair Value
|
||||||||||||||||
Fixed-rate debt (A)
|
|
|
|
|
|
|
|
|
||||||||||||||||
Principal amount
|
$
|
125.2
|
|
$
|
250.1
|
|
$
|
250.1
|
|
$
|
0.1
|
|
$
|
0.1
|
|
$
|
1,794.3
|
|
$
|
2,419.9
|
|
$
|
2,668.5
|
|
Weighted-average interest rate
|
6.50
|
%
|
6.35
|
%
|
8.25
|
%
|
3.01
|
%
|
3.01
|
%
|
5.19
|
%
|
5.70
|
%
|
|
|||||||||
Variable-rate debt (B)
|
|
|
|
|
|
|
|
|
||||||||||||||||
Principal amount
|
$
|
100.0
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
135.4
|
|
$
|
235.4
|
|
$
|
235.3
|
|
Weighted-average interest rate
|
1.47
|
%
|
—
|
%
|
—
|
%
|
—
|
%
|
—
|
%
|
0.76
|
%
|
1.06
|
%
|
|
(A)
|
Prior to or when these debt obligations mature,
the Company
may refinance all or a portion of such debt at then-existing market interest rates which may be more or less than the interest rates on the maturing debt.
|
(B)
|
A hypothetical change of 100 basis points in the underlying variable interest rate incurred by
the Company
would change interest expense by
$2.4 million
annually through 2017 and
$1.4 million
thereafter.
|
Year ended December 31
(In millions except per share data)
|
2016
|
2015
|
2014
|
||||||
OPERATING REVENUES
|
$
|
2,259.2
|
|
$
|
2,196.9
|
|
$
|
2,453.1
|
|
COST OF SALES
|
880.1
|
|
865.0
|
|
1,106.6
|
|
|||
OPERATING EXPENSES
|
|
|
|
||||||
Other operation and maintenance
|
465.6
|
|
451.6
|
|
439.6
|
|
|||
Depreciation and amortization
|
322.6
|
|
307.9
|
|
281.4
|
|
|||
Taxes other than income
|
87.6
|
|
91.2
|
|
88.7
|
|
|||
Total operating expenses
|
875.8
|
|
850.7
|
|
809.7
|
|
|||
OPERATING INCOME
|
503.3
|
|
481.2
|
|
536.8
|
|
|||
OTHER INCOME (EXPENSE)
|
|
|
|
||||||
Equity in earnings of unconsolidated affiliates
|
101.8
|
|
15.5
|
|
172.6
|
|
|||
Allowance for equity funds used during construction
|
14.2
|
|
8.3
|
|
4.2
|
|
|||
Other income
|
26.0
|
|
27.0
|
|
17.8
|
|
|||
Other expense
|
(16.9
|
)
|
(14.3
|
)
|
(14.4
|
)
|
|||
Net other income (expense)
|
125.1
|
|
36.5
|
|
180.2
|
|
|||
INTEREST EXPENSE
|
|
|
|
||||||
Interest on long-term debt
|
143.2
|
|
147.8
|
|
144.6
|
|
|||
Allowance for borrowed funds used during construction
|
(7.5
|
)
|
(4.2
|
)
|
(2.4
|
)
|
|||
Interest on short-term debt and other interest charges
|
6.4
|
|
5.4
|
|
6.2
|
|
|||
Interest expense
|
142.1
|
|
149.0
|
|
148.4
|
|
|||
INCOME BEFORE TAXES
|
486.3
|
|
368.7
|
|
568.6
|
|
|||
INCOME TAX EXPENSE
|
148.1
|
|
97.4
|
|
172.8
|
|
|||
NET INCOME
|
$
|
338.2
|
|
$
|
271.3
|
|
$
|
395.8
|
|
BASIC AVERAGE COMMON SHARES OUTSTANDING
|
199.7
|
|
199.6
|
|
199.2
|
|
|||
DILUTED AVERAGE COMMON SHARES OUTSTANDING
|
199.9
|
|
199.6
|
|
199.9
|
|
|||
BASIC EARNINGS PER AVERAGE COMMON SHARE
|
$
|
1.69
|
|
$
|
1.36
|
|
$
|
1.99
|
|
DILUTED EARNINGS PER AVERAGE COMMON SHARE
|
$
|
1.69
|
|
$
|
1.36
|
|
$
|
1.98
|
|
DIVIDENDS DECLARED PER COMMON SHARE
|
$
|
1.15500
|
|
$
|
1.05000
|
|
$
|
0.95000
|
|
Year ended December 31
(In millions)
|
2016
|
2015
|
2014
|
||||||
Net income
|
$
|
338.2
|
|
$
|
271.3
|
|
$
|
395.8
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
||||||
Pension Plan and Restoration of Retirement Income Plan:
|
|
|
|
||||||
Amortization of deferred net loss, net of tax of $1.7, $2.2 and $1.2, respectively
|
2.8
|
|
2.5
|
|
1.8
|
|
|||
Net loss arising during the period, net of tax of ($0.6), ($5.8) and ($7.0), respectively
|
(0.7
|
)
|
(9.5
|
)
|
(11.1
|
)
|
|||
Settlement cost, net of tax of $3.2, $2.9 and ($0.1), respectively
|
5.0
|
|
4.6
|
|
(0.1
|
)
|
|||
Postretirement Benefit Plans:
|
|
|
|
||||||
Amortization of deferred net loss, net of tax of $0, $0.8 and $0.5, respectively
|
—
|
|
1.2
|
|
0.9
|
|
|||
Net gain (loss) arising during the period, net of tax of $0.1, $5.6 and ($1.9), respectively
|
0.2
|
|
9.3
|
|
(3.1
|
)
|
|||
Amortization of prior service cost, net of tax of ($1.0), ($1.1) and ($1.1), respectively
|
(1.5
|
)
|
(1.8
|
)
|
(1.8
|
)
|
|||
Amortization of deferred interest rate swap hedging losses, net of tax of $0, $0 and $0.1, respectively
|
—
|
|
—
|
|
0.2
|
|
|||
Other comprehensive income (loss), net of tax
|
5.8
|
|
6.3
|
|
(13.2
|
)
|
|||
Comprehensive income
|
$
|
344.0
|
|
$
|
277.6
|
|
$
|
382.6
|
|
Year ended December 31
(In millions)
|
2016
|
2015
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||||
Net income
|
$
|
338.2
|
|
$
|
271.3
|
|
$
|
395.8
|
|
Adjustments to reconcile net income to net cash provided from operating activities
|
|
|
|
||||||
Depreciation and amortization
|
322.6
|
|
307.9
|
|
281.4
|
|
|||
Deferred income taxes and investment tax credits
|
153.8
|
|
102.6
|
|
177.3
|
|
|||
Equity in earnings of unconsolidated affiliates
|
(101.8
|
)
|
(15.5
|
)
|
(172.6
|
)
|
|||
Distributions from unconsolidated affiliates
|
102.3
|
|
94.1
|
|
143.7
|
|
|||
Allowance for equity funds used during construction
|
(14.2
|
)
|
(8.3
|
)
|
(4.2
|
)
|
|||
Stock-based compensation
|
4.6
|
|
5.9
|
|
(2.7
|
)
|
|||
Regulatory assets
|
(21.4
|
)
|
(9.1
|
)
|
4.5
|
|
|||
Regulatory liabilities
|
(11.8
|
)
|
(27.5
|
)
|
(4.4
|
)
|
|||
Other assets
|
15.4
|
|
10.4
|
|
(16.5
|
)
|
|||
Other liabilities
|
(18.9
|
)
|
8.6
|
|
29.6
|
|
|||
Change in certain current assets and liabilities
|
|
|
|
||||||
Accounts receivable, net
|
0.1
|
|
15.7
|
|
(9.4
|
)
|
|||
Accounts receivable - unconsolidated affiliates
|
(0.8
|
)
|
3.9
|
|
6.8
|
|
|||
Accrued unbilled revenues
|
(6.2
|
)
|
2.0
|
|
3.2
|
|
|||
Income taxes receivable
|
(2.2
|
)
|
(1.2
|
)
|
(10.4
|
)
|
|||
Fuel, materials and supplies inventories
|
32.4
|
|
(56.5
|
)
|
20.4
|
|
|||
Fuel clause under recoveries
|
(51.3
|
)
|
68.3
|
|
(42.1
|
)
|
|||
Other current assets
|
(26.2
|
)
|
(17.2
|
)
|
(2.6
|
)
|
|||
Accounts payable
|
(45.1
|
)
|
30.9
|
|
(64.0
|
)
|
|||
Fuel clause over recoveries
|
(61.3
|
)
|
61.3
|
|
(0.4
|
)
|
|||
Other current liabilities
|
36.4
|
|
17.8
|
|
(11.8
|
)
|
|||
Net Cash Provided from Operating Activities
|
644.6
|
|
865.4
|
|
721.6
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||||
Capital expenditures (less allowance for equity funds used during construction)
|
(660.1
|
)
|
(547.8
|
)
|
(569.3
|
)
|
|||
Return of capital - equity method investments
|
38.8
|
|
45.2
|
|
9.5
|
|
|||
Proceeds from sale of assets
|
0.9
|
|
2.5
|
|
0.7
|
|
|||
Net Cash Used in Investing Activities
|
(620.4
|
)
|
(500.1
|
)
|
(559.1
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||||
Proceeds from long-term debt
|
—
|
|
—
|
|
588.9
|
|
|||
Issuance of common stock
|
—
|
|
7.2
|
|
13.2
|
|
|||
Dividends paid on common stock
|
(225.1
|
)
|
(204.6
|
)
|
(184.1
|
)
|
|||
Payment of long-term debt
|
(110.2
|
)
|
(0.2
|
)
|
(240.2
|
)
|
|||
Increase (decrease) in short-term debt
|
236.2
|
|
(98.0
|
)
|
(341.6
|
)
|
|||
Net cash used in financing activities
|
(99.1
|
)
|
(295.6
|
)
|
(163.8
|
)
|
|||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(74.9
|
)
|
69.7
|
|
(1.3
|
)
|
|||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
75.2
|
|
5.5
|
|
6.8
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
0.3
|
|
$
|
75.2
|
|
$
|
5.5
|
|
December 31
(In millions)
|
2016
|
2015
|
||||
ASSETS
|
|
|
||||
CURRENT ASSETS
|
|
|
||||
Cash and cash equivalents
|
$
|
0.3
|
|
$
|
75.2
|
|
Accounts receivable, less reserve of $1.5 and $1.4, respectively
|
173.0
|
|
173.1
|
|
||
Accounts receivable - unconsolidated affiliates
|
2.5
|
|
1.7
|
|
||
Accrued unbilled revenues
|
59.7
|
|
53.5
|
|
||
Income taxes receivable
|
19.4
|
|
17.2
|
|
||
Fuel inventories
|
79.8
|
|
113.8
|
|
||
Materials and supplies, at average cost
|
81.7
|
|
80.1
|
|
||
Fuel clause under recoveries
|
51.3
|
|
—
|
|
||
Other
|
81.8
|
|
55.6
|
|
||
Total current assets
|
549.5
|
|
570.2
|
|
||
OTHER PROPERTY AND INVESTMENTS
|
|
|
|
|
||
Investment in unconsolidated affiliates
|
1,158.6
|
|
1,194.4
|
|
||
Other
|
73.6
|
|
70.7
|
|
||
Total other property and investments
|
1,232.2
|
|
1,265.1
|
|
||
PROPERTY, PLANT AND EQUIPMENT
|
|
|
||||
In service
|
10,690.0
|
|
10,318.3
|
|
||
Construction work in progress
|
495.1
|
|
278.5
|
|
||
Total property, plant and equipment
|
11,185.1
|
|
10,596.8
|
|
||
Less accumulated depreciation
|
3,488.9
|
|
3,274.4
|
|
||
Net property, plant and equipment
|
7,696.2
|
|
7,322.4
|
|
||
DEFERRED CHARGES AND OTHER ASSETS
|
|
|
||||
Regulatory assets
|
404.8
|
|
402.2
|
|
||
Other
|
56.9
|
|
20.7
|
|
||
Total deferred charges and other assets
|
461.7
|
|
422.9
|
|
||
TOTAL ASSETS
|
$
|
9,939.6
|
|
$
|
9,580.6
|
|
December 31
(In millions)
|
2016
|
2015
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
||||
CURRENT LIABILITIES
|
|
|
||||
Short-term debt
|
$
|
236.2
|
|
$
|
—
|
|
Accounts payable
|
205.4
|
|
262.5
|
|
||
Dividends payable
|
60.4
|
|
54.9
|
|
||
Customer deposits
|
77.7
|
|
77.0
|
|
||
Accrued taxes
|
41.3
|
|
45.9
|
|
||
Accrued interest
|
40.4
|
|
42.9
|
|
||
Accrued compensation
|
45.1
|
|
54.4
|
|
||
Long-term debt due within one year
|
224.7
|
|
110.0
|
|
||
Fuel clause over recoveries
|
—
|
|
61.3
|
|
||
Other
|
96.0
|
|
43.9
|
|
||
Total current liabilities
|
1,027.2
|
|
752.8
|
|
||
LONG-TERM DEBT
|
2,405.8
|
|
2,628.8
|
|
||
DEFERRED CREDITS AND OTHER LIABILITIES
|
|
|
||||
Accrued benefit obligations
|
274.8
|
|
299.9
|
|
||
Deferred income taxes
|
2,334.5
|
|
2,178.2
|
|
||
Regulatory liabilities
|
299.7
|
|
273.6
|
|
||
Other
|
153.8
|
|
121.3
|
|
||
Total deferred credits and other liabilities
|
3,062.8
|
|
2,873.0
|
|
||
Total liabilities
|
6,495.8
|
|
6,254.6
|
|
||
COMMITMENTS AND CONTINGENCIES (NOTE 13)
|
|
|
||||
STOCKHOLDERS' EQUITY
|
|
|
||||
Common stockholders' equity
|
1,105.8
|
|
1,101.3
|
|
||
Retained earnings
|
2,367.3
|
|
2,259.8
|
|
||
Accumulated other comprehensive loss, net of tax
|
(29.3
|
)
|
(35.1
|
)
|
||
Total stockholders' equity
|
3,443.8
|
|
3,326.0
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
9,939.6
|
|
$
|
9,580.6
|
|
(In millions)
|
Common Stock
|
Premium on Common Stock
|
Retained Earnings
|
Accumulated Other Comprehensive Income (Loss)
|
Total
|
||||||||||
Balance at December 31, 2013
|
$
|
2.0
|
|
$
|
1,071.6
|
|
$
|
1,991.7
|
|
$
|
(28.2
|
)
|
$
|
3,037.1
|
|
Net income
|
—
|
|
—
|
|
395.8
|
|
—
|
|
395.8
|
|
|||||
Other comprehensive income, net of tax
|
—
|
|
—
|
|
—
|
|
(13.2
|
)
|
(13.2
|
)
|
|||||
Dividends declared on common stock
|
—
|
|
—
|
|
(189.3
|
)
|
—
|
|
(189.3
|
)
|
|||||
Issuance of common stock
|
—
|
|
13.2
|
|
—
|
|
—
|
|
13.2
|
|
|||||
Stock-based compensation
|
—
|
|
0.8
|
|
—
|
|
—
|
|
0.8
|
|
|||||
Balance at December 31, 2014
|
$
|
2.0
|
|
$
|
1,085.6
|
|
$
|
2,198.2
|
|
$
|
(41.4
|
)
|
$
|
3,244.4
|
|
Net income
|
—
|
|
—
|
|
271.3
|
|
—
|
|
271.3
|
|
|||||
Other comprehensive income, net of tax
|
—
|
|
—
|
|
—
|
|
6.3
|
|
6.3
|
|
|||||
Dividends declared on common stock
|
—
|
|
—
|
|
(209.7
|
)
|
—
|
|
(209.7
|
)
|
|||||
Issuance of common stock
|
—
|
|
7.2
|
|
—
|
|
—
|
|
7.2
|
|
|||||
Stock-based compensation
|
—
|
|
6.5
|
|
—
|
|
—
|
|
6.5
|
|
|||||
Balance at December 31, 2015
|
$
|
2.0
|
|
$
|
1,099.3
|
|
$
|
2,259.8
|
|
$
|
(35.1
|
)
|
$
|
3,326.0
|
|
Net income
|
—
|
|
—
|
|
338.2
|
|
—
|
|
338.2
|
|
|||||
Other comprehensive income, net of tax
|
—
|
|
—
|
|
—
|
|
5.8
|
|
5.8
|
|
|||||
Dividends declared on common stock
|
—
|
|
—
|
|
(230.7
|
)
|
—
|
|
(230.7
|
)
|
|||||
Stock-based compensation
|
—
|
|
4.5
|
|
—
|
|
—
|
|
4.5
|
|
|||||
Balance at December 31, 2016
|
$
|
2.0
|
|
$
|
1,103.8
|
|
$
|
2,367.3
|
|
$
|
(29.3
|
)
|
$
|
3,443.8
|
|
1.
|
Summary of Significant Accounting Policies
|
December 31
(In millions)
|
2016
|
2015
|
||||
Regulatory Assets
|
|
|
||||
Current
|
|
|
||||
Fuel clause under recoveries
|
$
|
51.3
|
|
$
|
—
|
|
Oklahoma demand program rider under recovery (A)
|
51.0
|
|
36.6
|
|
||
SPP cost tracker under recovery (A)
|
10.0
|
|
4.5
|
|
||
Other (A)
|
9.5
|
|
5.4
|
|
||
Total Current Regulatory Assets
|
$
|
121.8
|
|
$
|
46.5
|
|
Non-Current
|
|
|
||||
Benefit obligations regulatory asset
|
$
|
232.6
|
|
$
|
242.2
|
|
Income taxes recoverable from customers, net
|
62.3
|
|
56.7
|
|
||
Smart Grid
|
43.2
|
|
43.6
|
|
||
Deferred storm expenses
|
35.7
|
|
27.6
|
|
||
Unamortized loss on reacquired debt
|
13.4
|
|
14.8
|
|
||
Other
|
17.6
|
|
17.3
|
|
||
Total Non-Current Regulatory Assets
|
$
|
404.8
|
|
$
|
402.2
|
|
Regulatory Liabilities
|
|
|
||||
Current
|
|
|
||||
Fuel clause over recoveries
|
$
|
—
|
|
$
|
61.3
|
|
Other (B)
|
12.3
|
|
7.5
|
|
||
Total Current Regulatory Liabilities
|
$
|
12.3
|
|
$
|
68.8
|
|
Non-Current
|
|
|
||||
Accrued removal obligations, net
|
$
|
262.8
|
|
$
|
254.9
|
|
Pension tracker
|
35.5
|
|
17.7
|
|
||
Other (C)
|
1.4
|
|
1.0
|
|
||
Total Non-Current Regulatory Liabilities
|
$
|
299.7
|
|
$
|
273.6
|
|
(A)
|
Included in Other Current Assets on the
Consolidated
Balance Sheets.
|
(B)
|
Included in Other Current Liabilities on the
Consolidated
Balance Sheets.
|
(C)
|
Prior year amount of
$1.0 million
reclassified from Deferred Other Liabilities to Non-Current Regulatory Liabilities.
|
December 31
(In millions)
|
2016
|
2015
|
||||
Pension Plan and Restoration of Retirement Income Plan
|
|
|
||||
Net loss
|
$
|
199.9
|
|
$
|
214.1
|
|
Postretirement Benefit Plans
|
|
|
||||
Net loss
|
32.7
|
|
34.2
|
|
||
Prior service cost
|
—
|
|
(6.1
|
)
|
||
Total
|
$
|
232.6
|
|
$
|
242.2
|
|
December 31, 2016
(In millions)
|
Percentage Ownership
|
Total Property, Plant and Equipment
|
Accumulated Depreciation
|
Net Property, Plant and Equipment
|
|||||||
McClain Plant (A)
|
77
|
%
|
$
|
234.2
|
|
$
|
72.3
|
|
$
|
161.9
|
|
Redbud Plant (A)(B)
|
51
|
%
|
$
|
489.0
|
|
$
|
121.0
|
|
$
|
368.0
|
|
(A)
|
Construction work in progress was
$0.2 million
and
$1.8 million
for the McClain and Redbud Plants, respectively.
|
(B)
|
This amount includes a plant acquisition adjustment of
$148.3 million
and accumulated amortization of
$45.3 million
.
|
December 31, 2015
(In millions)
|
Percentage Ownership
|
Total Property, Plant and Equipment
|
Accumulated Depreciation
|
Net Property, Plant and Equipment
|
|||||||
McClain Plant (A)
|
77
|
%
|
$
|
220.4
|
|
$
|
62.8
|
|
$
|
157.6
|
|
Redbud Plant (A)(B)
|
51
|
%
|
$
|
487.5
|
|
$
|
101.2
|
|
$
|
386.3
|
|
(A)
|
Construction work in progress was
$1.6 million
and
$1.3 million
for the McClain and Redbud Plants, respectively.
|
(B)
|
This amount includes a plant acquisition adjustment of
$148.3 million
and accumulated amortization of
$39.8 million
.
|
December 31, 2016
(In millions)
|
Total Property, Plant and Equipment
|
Accumulated Depreciation
|
Net Property, Plant and Equipment
|
||||||
OGE Energy (holding company)
|
|
|
|
||||||
Property, plant and equipment
|
$
|
117.7
|
|
$
|
103.3
|
|
$
|
14.4
|
|
OGE Energy property, plant and equipment
|
117.7
|
|
103.3
|
|
14.4
|
|
|||
OG&E
|
|
|
|
||||||
Distribution assets
|
3,896.2
|
|
1,221.5
|
|
2,674.7
|
|
|||
Electric generation assets (A)
|
4,155.9
|
|
1,493.3
|
|
2,662.6
|
|
|||
Transmission assets (B)
|
2,548.8
|
|
481.3
|
|
2,067.5
|
|
|||
Intangible plant
|
85.0
|
|
43.9
|
|
41.1
|
|
|||
Other property and equipment
|
381.5
|
|
145.6
|
|
235.9
|
|
|||
OG&E property, plant and equipment
|
11,067.4
|
|
3,385.6
|
|
7,681.8
|
|
|||
Total property, plant and equipment
|
$
|
11,185.1
|
|
$
|
3,488.9
|
|
$
|
7,696.2
|
|
(A)
|
This amount includes a plant acquisition adjustment of
$148.3 million
and accumulated amortization of
$45.3 million
.
|
(B)
|
This amount includes a plant acquisition adjustment of
$3.3 million
and accumulated amortization of
$0.6 million
.
|
December 31, 2015
(In millions)
|
Total Property, Plant and Equipment
|
Accumulated Depreciation
|
Net Property, Plant and Equipment
|
||||||
OGE Energy (holding company)
|
|
|
|
||||||
Property, plant and equipment
|
$
|
139.0
|
|
$
|
112.7
|
|
$
|
26.3
|
|
OGE Energy property, plant and equipment
|
139.0
|
|
112.7
|
|
26.3
|
|
|||
OG&E
|
|
|
|
||||||
Distribution assets
|
3,728.8
|
|
1,152.8
|
|
2,576.0
|
|
|||
Electric generation assets (A)
|
3,837.4
|
|
1,407.0
|
|
2,430.4
|
|
|||
Transmission assets (B)
|
2,454.2
|
|
440.7
|
|
2,013.5
|
|
|||
Intangible plant
|
81.0
|
|
38.0
|
|
43.0
|
|
|||
Other property and equipment
|
356.4
|
|
123.2
|
|
233.2
|
|
|||
OG&E property, plant and equipment
|
10,457.8
|
|
3,161.7
|
|
7,296.1
|
|
|||
Total property, plant and equipment
|
$
|
10,596.8
|
|
$
|
3,274.4
|
|
$
|
7,322.4
|
|
(A)
|
This amount includes a plant acquisition adjustment of
$148.3 million
and accumulated amortization of
$39.8 million
.
|
(B)
|
This amount includes a plant acquisition adjustment of
$3.3 million
and accumulated amortization of
$0.5 million
.
|
December 31
(In millions)
|
2016
|
2015
|
||||
OGE Energy (holding company)
|
$
|
1.0
|
|
$
|
2.4
|
|
OG&E
|
36.5
|
|
34.3
|
|
||
Total
|
$
|
37.5
|
|
$
|
36.7
|
|
Year ended December 31
(In millions)
|
2016
|
2015
|
2014
|
||||||
OGE Energy (holding company)
|
$
|
1.4
|
|
$
|
2.0
|
|
$
|
4.3
|
|
OG&E
|
8.0
|
|
6.9
|
|
5.2
|
|
|||
Total
|
$
|
9.4
|
|
$
|
8.9
|
|
$
|
9.5
|
|
(In millions)
|
2016
|
2015
|
||||
Balance at January 1
|
$
|
63.3
|
|
$
|
58.6
|
|
Accretion expense
|
2.8
|
|
2.6
|
|
||
Revisions in estimated cash flows (A)
|
3.6
|
|
1.6
|
|
||
Additions
|
—
|
|
0.9
|
|
||
Liabilities settled
|
(0.1
|
)
|
(0.4
|
)
|
||
Balance at December 31
|
$
|
69.6
|
|
$
|
63.3
|
|
(A)
|
Assumptions changed related to the estimated cost of asbestos abatement.
|
|
Pension Plan and Restoration of Retirement Income Plan
|
|
Postretirement Benefit Plans
|
|
||||||||||||
(In millions)
|
Net income (loss)
|
Prior service cost
|
|
Net income (loss)
|
Prior service cost
|
Total
|
||||||||||
Balance at December 31, 2014
|
$
|
(36.8
|
)
|
$
|
0.1
|
|
|
$
|
(8.0
|
)
|
$
|
3.3
|
|
$
|
(41.4
|
)
|
Other comprehensive income (loss) before reclassifications
|
(9.5
|
)
|
—
|
|
|
9.3
|
|
—
|
|
(0.2
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
2.5
|
|
—
|
|
|
1.2
|
|
(1.8
|
)
|
1.9
|
|
|||||
Settlement cost
|
4.6
|
|
—
|
|
|
—
|
|
—
|
|
4.6
|
|
|||||
Net current period other comprehensive income (loss)
|
(2.4
|
)
|
—
|
|
|
10.5
|
|
(1.8
|
)
|
6.3
|
|
|||||
Balance at December 31, 2015
|
(39.2
|
)
|
0.1
|
|
|
2.5
|
|
1.5
|
|
(35.1
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
(0.7
|
)
|
—
|
|
|
0.2
|
|
—
|
|
(0.5
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
2.8
|
|
—
|
|
|
—
|
|
(1.5
|
)
|
1.3
|
|
|||||
Settlement cost
|
5.0
|
|
—
|
|
|
—
|
|
—
|
|
5.0
|
|
|||||
Net current period other comprehensive income (loss)
|
7.1
|
|
—
|
|
|
0.2
|
|
(1.5
|
)
|
5.8
|
|
|||||
Balance at December 31, 2016
|
$
|
(32.1
|
)
|
$
|
0.1
|
|
|
$
|
2.7
|
|
$
|
—
|
|
$
|
(29.3
|
)
|
Details about Accumulated Other Comprehensive Income (Loss) Components
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
|
Affected Line Item in the Statement Where Net Income is Presented
|
|||||
|
Year Ended December 31,
|
|
|||||
(In millions)
|
2016
|
2015
|
|
||||
Amortization of defined benefit pension and restoration of retirement income plan items
|
|
|
|
||||
Actuarial losses
|
$
|
(4.5
|
)
|
$
|
(4.7
|
)
|
(A)
|
Settlement
|
(8.2
|
)
|
(7.5
|
)
|
(A)
|
||
|
(12.7
|
)
|
(12.2
|
)
|
Total before tax
|
||
|
(4.9
|
)
|
(5.1
|
)
|
Tax benefit
|
||
|
$
|
(7.8
|
)
|
$
|
(7.1
|
)
|
Net of tax
|
|
|
|
|
||||
Amortization of postretirement benefit plan items
|
|
|
|
||||
Actuarial losses
|
$
|
—
|
|
$
|
(2.0
|
)
|
(A)
|
Prior service cost
|
2.5
|
|
2.9
|
|
(A)
|
||
|
2.5
|
|
0.9
|
|
Total before tax
|
||
|
1.0
|
|
0.3
|
|
Tax expense
|
||
|
$
|
1.5
|
|
$
|
0.6
|
|
Net of tax
|
|
|
|
|
||||
Total reclassifications for the period
|
$
|
(6.3
|
)
|
$
|
(6.5
|
)
|
Net of tax
|
(A)
|
These accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit cost (see Note 11 for additional information).
|
2.
|
Accounting Pronouncements
|
3.
|
Investment in Unconsolidated Affiliate and Related Party Transactions
|
|
Year Ended December 31,
|
||||||||
(In millions)
|
2016
|
2015
|
2014
|
||||||
Operating Revenues:
|
|
|
|
||||||
Electricity to power electric compression assets
|
$
|
11.5
|
|
$
|
13.8
|
|
$
|
13.3
|
|
Cost of Sales:
|
|
|
|
||||||
Natural gas transportation services
|
$
|
35.0
|
|
$
|
35.0
|
|
$
|
34.9
|
|
Natural gas storage services
|
—
|
|
—
|
|
4.4
|
|
|||
Natural gas purchases/(sales)
|
11.2
|
|
7.6
|
|
8.7
|
|
Balance Sheet
|
December 31,
|
|||||
(In millions)
|
2016
|
2015
|
||||
Current assets
|
$
|
396
|
|
$
|
381
|
|
Non-current assets
|
10,816
|
|
10,845
|
|
||
Current liabilities
|
362
|
|
615
|
|
||
Non-current liabilities
|
3,056
|
|
3,080
|
|
Income Statement
|
Year Ended December 31,
|
||||||||
(In millions)
|
2016
|
2015
|
2014
|
||||||
Operating revenues
|
$
|
2,272
|
|
$
|
2,418
|
|
$
|
3,367
|
|
Cost of natural gas and natural gas liquids
|
1,017
|
|
1,097
|
|
1,914
|
|
|||
Operating income (loss)
|
385
|
|
(712
|
)
|
586
|
|
|||
Net income (loss)
|
290
|
|
(752
|
)
|
530
|
|
|
Year Ended December 31,
|
|||||
Reconciliation of Equity in Earnings (Loss) of Unconsolidated Affiliates
|
2016
|
2015
|
||||
(In millions)
|
|
|
||||
Enable net income (loss)
|
$
|
289.5
|
|
$
|
(752.0
|
)
|
Distributions senior to limited partners
|
(9.1
|
)
|
—
|
|
||
Differences due to timing of OGE Energy and Enable accounting close
|
(12.1
|
)
|
12.1
|
|
||
Enable net income (loss) used to calculate OGE Energy's equity in earnings
|
$
|
268.3
|
|
$
|
(739.9
|
)
|
OGE Energy’s percent ownership at year end
|
25.7
|
%
|
26.3
|
%
|
||
OGE Energy’s portion of Enable net income (loss)
|
$
|
70.7
|
|
$
|
(194.4
|
)
|
Impairments recognized by Enable associated with OGE Energy’s basis differences
|
2.6
|
|
178.4
|
|
||
OGE Energy's share of Enable net income (loss)
|
73.3
|
|
(16.0
|
)
|
||
Amortization of basis difference
|
11.6
|
|
13.5
|
|
||
Elimination of Enable fair value step up
|
16.9
|
|
18.0
|
|
||
Equity in earnings of unconsolidated affiliates
|
$
|
101.8
|
|
$
|
15.5
|
|
4.
|
Fair Value Measurements
|
|
2016
|
2015
|
||||||||||
December 31
(In millions)
|
Carrying Amount
|
Fair
Value |
Carrying Amount
|
Fair
Value |
||||||||
Long-Term Debt (including Long-Term Debt due within one year)
|
|
|
|
|
||||||||
Senior Notes
|
$
|
2,385.5
|
|
$
|
2,657.2
|
|
$
|
2,493.9
|
|
$
|
2,754.6
|
|
OG&E Industrial Authority Bonds
|
135.4
|
|
135.4
|
|
135.4
|
|
135.4
|
|
||||
Tinker Debt
|
9.9
|
|
11.3
|
|
10.0
|
|
9.2
|
|
||||
OGE Energy Senior Notes
|
99.7
|
|
99.9
|
|
99.5
|
|
99.9
|
|
5.
|
Stock-Based Compensation
|
Year ended December 31
(In millions)
|
2016
|
2015
|
2014
|
||||||
Performance units
|
|
|
|
||||||
Total shareholder return
|
$
|
4.5
|
|
$
|
7.6
|
|
$
|
8.3
|
|
Earnings per share
|
—
|
|
0.7
|
|
3.7
|
|
|||
Total performance units
|
4.5
|
|
8.3
|
|
12.0
|
|
|||
Restricted stock
|
0.1
|
|
0.1
|
|
—
|
|
|||
Total compensation expense
|
4.6
|
|
8.4
|
|
12.0
|
|
|||
Less: Amount paid by unconsolidated affiliates
|
—
|
|
0.5
|
|
3.6
|
|
|||
Net compensation expense
|
$
|
4.6
|
|
$
|
7.9
|
|
$
|
8.4
|
|
Income tax benefit
|
$
|
1.8
|
|
$
|
3.1
|
|
$
|
3.3
|
|
|
2016
|
2015
|
2014
|
||||||
Number of units granted
|
284,211
|
|
264,454
|
|
219,106
|
|
|||
Fair value of units granted
|
$
|
20.97
|
|
$
|
31.02
|
|
$
|
34.80
|
|
Expected dividend yield
|
3.5
|
%
|
2.6
|
%
|
2.5
|
%
|
|||
Expected price volatility
|
19.8
|
%
|
16.9
|
%
|
20.0
|
%
|
|||
Risk-free interest rate
|
0.88
|
%
|
0.91
|
%
|
0.67
|
%
|
|||
Expected life of units (in years)
|
2.84
|
|
2.85
|
|
2.86
|
|
|
2016
|
2015
|
2014
|
||||||
Number of units granted
|
94,735
|
|
88,156
|
|
73,037
|
|
|||
Fair value of units granted
|
$
|
26.64
|
|
$
|
33.99
|
|
$
|
34.81
|
|
|
2016
|
2015
|
2014
|
||||||
Shares of restricted stock granted
|
1,881
|
|
958
|
|
7,037
|
|
|||
Fair value of restricted stock granted
|
$
|
29.27
|
|
$
|
26.11
|
|
$
|
35.71
|
|
|
Performance Units
|
|
|
||||||||||||||
|
Total Shareholder Return
|
Earnings Per Share
|
Restricted Stock
|
||||||||||||||
(Dollars in millions)
|
Number
of Units |
|
Aggregate Intrinsic Value
|
Number
of Units |
|
Aggregate Intrinsic Value
|
Number
of Shares |
Aggregate Intrinsic Value
|
|||||||||
Units/Shares Outstanding at 12/31/15
|
724,058
|
|
|
|
241,470
|
|
|
|
7,623
|
|
|
||||||
Granted
|
284,211
|
|
(A)
|
|
94,735
|
|
(A)
|
|
1,881
|
|
|
||||||
Converted
|
(327,988
|
)
|
(B)
|
$
|
—
|
|
(109,445
|
)
|
(B)
|
$
|
—
|
|
N/A
|
|
|
||
Vested
|
N/A
|
|
|
|
N/A
|
|
|
|
(4,324
|
)
|
$
|
0.1
|
|
||||
Forfeited
|
(16,236
|
)
|
|
|
(5,410
|
)
|
|
|
(268
|
)
|
|
||||||
Units/Shares Outstanding at 12/31/16
|
664,045
|
|
|
$
|
17.3
|
|
221,350
|
|
|
$
|
1.9
|
|
4,912
|
|
$
|
0.2
|
|
Units/Shares Fully Vested at 12/31/16
|
185,214
|
|
|
$
|
—
|
|
61,742
|
|
|
$
|
—
|
|
|
|
(A)
|
For performance units, this represents the target number of performance units granted. Actual number of performance units earned, if any, is dependent upon performance and may range from
zero percent
to
200 percent
of the target.
|
(B)
|
These amounts represent performance units that vested at
December 31, 2015
which were settled in February 2016.
|
(A)
|
For performance units, this represents the target number of performance units granted. Actual number of performance units earned, if any, is dependent upon performance and may range from
zero percent
to
200 percent
of the target.
|
(B)
|
Units paid out under terms of plan due to the death of a participant.
|
(C)
|
The intrinsic value of the performance units based on total shareholder return and earnings per share is
$15.3 million
and
$5.1 million
, respectively.
|
Year ended December 31
(In millions)
|
2016
|
2015
|
2014
|
||||||
Performance units
|
|
|
|
||||||
Total shareholder return
|
$
|
6.4
|
|
$
|
8.5
|
|
$
|
9.5
|
|
Earnings per share
|
—
|
|
—
|
|
3.8
|
|
|||
Restricted stock
|
0.1
|
|
0.2
|
|
0.2
|
|
December 31, 2016
|
Unrecognized Compensation Cost
(in millions)
|
Weighted Average to be Recognized
(in years)
|
||
Performance units
|
|
|
||
Total shareholder return
|
$
|
5.8
|
|
1.59
|
Earnings per share
|
2.3
|
|
1.63
|
|
Total performance units
|
8.1
|
|
|
|
Restricted stock
|
0.1
|
|
1.55
|
|
Total
|
$
|
8.2
|
|
|
6.
|
Supplemental Cash Flow Information
|
Year ended December 31
(In millions)
|
2016
|
2015
|
2014
|
||||||
NON-CASH INVESTING AND FINANCING ACTIVITIES
|
|
|
|
||||||
Power plant long-term service agreement
|
$
|
39.5
|
|
$
|
2.3
|
|
$
|
—
|
|
|
|
|
|
||||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
||||||
Cash paid during the period for
|
|
|
|
||||||
Interest (net of interest capitalized) (A)
|
$
|
141.9
|
|
$
|
145.4
|
|
$
|
150.8
|
|
Income taxes (net of income tax refunds)
|
(5.9
|
)
|
(3.4
|
)
|
0.2
|
|
(A)
|
Net of interest capitalized of
$7.5 million
,
$4.2 million
and
$2.4 million
in
2016
,
2015
and
2014
,
respectively.
|
7.
|
Income Taxes
|
Year ended December 31
(In millions)
|
2016
|
2015
|
2014
|
||||||
Provision (Benefit) for Current Income Taxes
|
|
|
|
||||||
Federal
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
State
|
(5.7
|
)
|
(5.2
|
)
|
(4.5
|
)
|
|||
Total Provision (Benefit) for Current Income Taxes
|
(5.7
|
)
|
(5.2
|
)
|
(4.5
|
)
|
|||
Provision for Deferred Income Taxes, net
|
|
|
|
||||||
Federal
|
126.0
|
|
98.8
|
|
160.0
|
|
|||
State
|
28.0
|
|
4.5
|
|
18.2
|
|
|||
Total Provision for Deferred Income Taxes, net
|
154.0
|
|
103.3
|
|
178.2
|
|
|||
Deferred Federal Investment Tax Credits, net
|
(0.2
|
)
|
(0.7
|
)
|
(0.9
|
)
|
|||
Total Income Tax Expense
|
$
|
148.1
|
|
$
|
97.4
|
|
$
|
172.8
|
|
Year ended December 31
|
2016
|
2015
|
2014
|
|||
Statutory Federal tax rate
|
35.0
|
%
|
35.0
|
%
|
35.0
|
%
|
Federal renewable energy credit (A)
|
(6.8
|
)
|
(8.9
|
)
|
(6.7
|
)
|
Remeasurement of state deferred tax liabilities
|
0.9
|
|
(0.8
|
)
|
0.4
|
|
401(k) dividends
|
(0.6
|
)
|
(0.7
|
)
|
(0.5
|
)
|
Federal investment tax credits, net
|
(0.8
|
)
|
(0.2
|
)
|
(0.2
|
)
|
State income taxes, net of Federal income tax benefit
|
1.9
|
|
0.1
|
|
1.2
|
|
Uncertain tax positions
|
0.1
|
|
0.7
|
|
0.5
|
|
Amortization of net unfunded deferred taxes
|
0.7
|
|
0.9
|
|
0.6
|
|
Other
|
0.1
|
|
0.3
|
|
0.1
|
|
Effective income tax rate
|
30.5
|
%
|
26.4
|
%
|
30.4
|
%
|
(A)
|
Represents credits associated with the production from OG&E's wind farms.
|
December 31 (In millions)
|
2016
|
2015
|
||||
Non-Current Deferred Income Tax Liabilities, net
|
|
|
||||
Accelerated depreciation and other property related differences
|
$
|
2,103.2
|
|
$
|
2,016.0
|
|
Investment in Enable Midstream Partners
|
657.3
|
|
623.4
|
|
||
Regulatory asset
|
34.4
|
|
32.7
|
|
||
Income taxes refundable to customers, net
|
24.1
|
|
22.0
|
|
||
Company Pension Plan
|
16.5
|
|
13.7
|
|
||
Bond redemption-unamortized costs
|
4.3
|
|
4.8
|
|
||
Derivative instruments
|
2.2
|
|
1.5
|
|
||
Federal tax credits
|
(220.6
|
)
|
(184.4
|
)
|
||
State tax credits
|
(112.2
|
)
|
(106.7
|
)
|
||
Postretirement medical and life insurance benefits
|
(48.9
|
)
|
(56.2
|
)
|
||
Regulatory liabilities
|
(34.6
|
)
|
(46.3
|
)
|
||
Net operating losses
|
(31.7
|
)
|
(94.6
|
)
|
||
Asset retirement obligations
|
(24.5
|
)
|
(22.5
|
)
|
||
Accrued liabilities
|
(16.1
|
)
|
(14.0
|
)
|
||
Other
|
(14.0
|
)
|
(6.6
|
)
|
||
Accrued vacation
|
(3.5
|
)
|
(3.2
|
)
|
||
Deferred Federal investment tax credits
|
(0.8
|
)
|
(0.9
|
)
|
||
Uncollectible accounts
|
(0.6
|
)
|
(0.5
|
)
|
||
Non-Current Deferred Income Tax Liabilities, net
|
$
|
2,334.5
|
|
$
|
2,178.2
|
|
(In millions)
|
2016
|
2015
|
2014
|
||||||
Balance at January 1
|
$
|
20.2
|
|
$
|
16.1
|
|
$
|
12.0
|
|
Tax positions related to current year:
|
|
|
|
||||||
Additions
|
0.5
|
|
4.1
|
|
4.1
|
|
|||
Balance at December 31
|
$
|
20.7
|
|
$
|
20.2
|
|
$
|
16.1
|
|
(In millions)
|
Carry Forward Amount
|
Deferred Tax Asset
|
Earliest Expiration Date
|
||||
Net operating losses
|
|
|
|
||||
State operating loss
|
$
|
554.7
|
|
$
|
20.4
|
|
2030
|
Federal operating loss
|
32.2
|
|
11.3
|
|
2030
|
||
Federal tax credits
|
220.6
|
|
220.6
|
|
2029
|
||
State tax credits
|
|
|
|
||||
Oklahoma investment tax credits
|
135.7
|
|
88.2
|
|
N/A
|
||
Oklahoma capital investment board credits
|
7.3
|
|
7.3
|
|
N/A
|
||
Oklahoma zero emission tax credits
|
24.1
|
|
16.2
|
|
2020
|
||
Louisiana inventory credits
|
0.7
|
|
0.5
|
|
2019
|
8.
|
Common Equity
|
(In millions except per share data)
|
2016
|
2015
|
2014
|
||||||
Net income
|
$
|
338.2
|
|
$
|
271.3
|
|
$
|
395.8
|
|
Average Common Shares Outstanding
|
|
|
|
||||||
Basic average common shares outstanding
|
199.7
|
|
199.6
|
|
199.2
|
|
|||
Effect of dilutive securities:
|
|
|
|
||||||
Contingently issuable shares (performance and restricted stock units)
|
0.2
|
|
—
|
|
0.7
|
|
|||
Diluted average common shares outstanding
|
199.9
|
|
199.6
|
|
199.9
|
|
|||
Basic Earnings Per Average Common Share
|
$
|
1.69
|
|
$
|
1.36
|
|
$
|
1.99
|
|
Diluted Earnings Per Average Common Share
|
$
|
1.69
|
|
$
|
1.36
|
|
$
|
1.98
|
|
Anti-dilutive shares excluded from earnings per share calculation
|
—
|
|
—
|
|
—
|
|
9.
|
Long-Term Debt
|
SERIES
|
DATE DUE
|
AMOUNT
|
||||
|
|
|
|
(In millions)
|
||
0.05%
|
-
|
0.90%
|
Garfield Industrial Authority, January 1, 2025
|
$
|
47.0
|
|
0.07%
|
-
|
0.83%
|
Muskogee Industrial Authority, January 1, 2025
|
32.4
|
|
|
0.05%
|
-
|
0.86%
|
Muskogee Industrial Authority, June 1, 2027
|
56.0
|
|
|
Total (redeemable during next 12 months)
|
$
|
135.4
|
|
10.
|
Short-Term Debt and Credit
Facilities
|
|
Aggregate
|
Amount
|
Weighted-Average
|
|
|
||||||
Entity
|
Commitment
|
Outstanding (A)
|
Interest Rate
|
Expiration
|
|||||||
|
(In millions)
|
|
|
|
|
||||||
OGE Energy (B)
|
$
|
750.0
|
|
$
|
236.2
|
|
0.95
|
%
|
(D)
|
December 13, 2018
|
(E)
|
OG&E (C)
|
400.0
|
|
1.8
|
|
0.95
|
%
|
(D)
|
December 13, 2018
|
(E)
|
||
Total
|
$
|
1,150.0
|
|
$
|
238.0
|
|
0.95
|
%
|
|
|
|
(A)
|
Includes direct borrowings under the revolving credit agreements, commercial paper borrowings and letters of credit at
December 31, 2016
.
|
(B)
|
This bank facility is available to back up OGE Energy's commercial paper borrowings and to provide revolving credit borrowings. This
bank
facility
can also be used as
a
letter of credit
facility.
|
(C)
|
This bank facility is
available to back up OG&E's commercial paper borrowings and to provide revolving credit borrowings. This bank facility can also be used as a letter of credit facility.
|
(D)
|
Represents the weighted-average interest rate for the outstanding borrowings under the revolving credit agreements, commercial paper borrowings and letters of credit.
|
(E)
|
In December 2011,
OGE Energy and
OG&E entered into
unsecured revolving credit agreement
s in the aggregate of
$1,150.0 million
(
$750.0 million
for OGE Energy and
$400.0 million
for OG&E
)
which expire in December 2018.
OGE Energy and
OG&E expect to replace the existing agreements with new revolving credit agreements during 2017, under terms and conditions generally similar to the existing agreements.
|
11.
|
Retirement Plans and Postretirement Benefit Plans
|
|
Pension Plan
|
Restoration of Retirement
Income Plan |
Postretirement
Benefit Plans |
|||||||||||||||
December 31
(In millions)
|
2016
|
2015
|
2016
|
2015
|
2016
|
2015
|
||||||||||||
Change in Benefit Obligation
|
|
|
|
|
|
|
||||||||||||
Beginning obligations
|
$
|
680.0
|
|
$
|
725.0
|
|
$
|
25.1
|
|
$
|
19.7
|
|
$
|
225.3
|
|
$
|
280.9
|
|
Service cost
|
15.8
|
|
16.1
|
|
0.3
|
|
1.3
|
|
0.8
|
|
1.5
|
|
||||||
Interest cost
|
25.5
|
|
26.1
|
|
0.4
|
|
0.7
|
|
9.5
|
|
10.3
|
|
||||||
Plan settlements
|
—
|
|
(60.7
|
)
|
(20.6
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Participants' contributions
|
—
|
|
—
|
|
—
|
|
—
|
|
3.6
|
|
3.4
|
|
||||||
Actuarial (gains) losses
|
4.7
|
|
(11.3
|
)
|
1.8
|
|
4.0
|
|
(7.6
|
)
|
(55.1
|
)
|
||||||
Benefits paid
|
(53.8
|
)
|
(15.2
|
)
|
—
|
|
(0.6
|
)
|
(15.7
|
)
|
(15.7
|
)
|
||||||
Ending obligations
|
$
|
672.2
|
|
$
|
680.0
|
|
$
|
7.0
|
|
$
|
25.1
|
|
$
|
215.9
|
|
$
|
225.3
|
|
|
|
|
|
|
|
|
||||||||||||
Change in Plans' Assets
|
|
|
|
|
|
|
||||||||||||
Beginning fair value
|
$
|
581.7
|
|
$
|
679.8
|
|
$
|
—
|
|
$
|
—
|
|
$
|
55.3
|
|
$
|
59.6
|
|
Actual return on plans' assets
|
48.0
|
|
(22.2
|
)
|
—
|
|
—
|
|
2.0
|
|
(0.5
|
)
|
||||||
Employer contributions
|
20.0
|
|
—
|
|
20.6
|
|
0.6
|
|
7.9
|
|
8.5
|
|
||||||
Plan settlements
|
—
|
|
(60.7
|
)
|
(20.6
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Participants' contributions
|
—
|
|
—
|
|
—
|
|
—
|
|
3.6
|
|
3.4
|
|
||||||
Benefits paid
|
(53.8
|
)
|
(15.2
|
)
|
—
|
|
(0.6
|
)
|
(15.7
|
)
|
(15.7
|
)
|
||||||
Ending fair value
|
$
|
595.9
|
|
$
|
581.7
|
|
$
|
—
|
|
$
|
—
|
|
$
|
53.1
|
|
$
|
55.3
|
|
Funded status at end of year
|
$
|
(76.3
|
)
|
$
|
(98.3
|
)
|
$
|
(7.0
|
)
|
$
|
(25.1
|
)
|
$
|
(162.8
|
)
|
$
|
(170.0
|
)
|
|
Pension Plan
|
Restoration of Retirement
Income Plan |
Postretirement Benefit Plans
|
||||||||||||||||||||||||
Year ended December 31
(In millions)
|
2016
|
2015
|
2014
|
2016
|
2015
|
2014
|
2016
|
2015
|
2014
|
||||||||||||||||||
Service cost
|
$
|
15.8
|
|
$
|
16.1
|
|
$
|
15.3
|
|
$
|
0.3
|
|
$
|
1.3
|
|
$
|
1.1
|
|
$
|
0.8
|
|
$
|
1.5
|
|
$
|
3.1
|
|
Interest cost
|
25.5
|
|
26.1
|
|
28.1
|
|
0.4
|
|
0.7
|
|
0.6
|
|
9.5
|
|
10.3
|
|
11.4
|
|
|||||||||
Expected return on plan assets
|
(41.5
|
)
|
(46.0
|
)
|
(45.3
|
)
|
—
|
|
—
|
|
—
|
|
(2.3
|
)
|
(2.4
|
)
|
(2.4
|
)
|
|||||||||
Amortization of net loss
|
16.5
|
|
18.0
|
|
14.3
|
|
0.7
|
|
0.6
|
|
0.2
|
|
2.6
|
|
13.9
|
|
12.3
|
|
|||||||||
Amortization of unrecognized prior service cost (A)
|
(0.1
|
)
|
0.4
|
|
1.7
|
|
0.1
|
|
0.1
|
|
0.2
|
|
(8.8
|
)
|
(16.5
|
)
|
(16.5
|
)
|
|||||||||
Curtailment
|
—
|
|
—
|
|
(0.2
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Settlement
|
—
|
|
21.7
|
|
—
|
|
8.6
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Total net periodic benefit cost
|
16.2
|
|
36.3
|
|
13.9
|
|
10.1
|
|
2.7
|
|
2.1
|
|
1.8
|
|
6.8
|
|
7.9
|
|
|||||||||
Less: Amount paid by unconsolidated affiliates
|
5.1
|
|
4.2
|
|
3.2
|
|
0.3
|
|
0.1
|
|
0.1
|
|
0.2
|
|
1.3
|
|
1.3
|
|
|||||||||
Net periodic benefit cost (B)
|
$
|
11.1
|
|
$
|
32.1
|
|
$
|
10.7
|
|
$
|
9.8
|
|
$
|
2.6
|
|
$
|
2.0
|
|
$
|
1.6
|
|
$
|
5.5
|
|
$
|
6.6
|
|
(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
$22.5 million
,
$40.2 million
and
$19.3 million
of net periodic benefit cost recognized in
2016
,
2015
and
2014
,
respectively,
OG&E
recognized the following:
|
•
|
a change in pension expense in
2016
,
2015
and
2014
of
$9.9 million
,
$(3.1) million
and
$11.2 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 asset or liability (see Note 1);
|
•
|
an increase in postretirement medical expense in
2016
,
2015
and
2014
of
$7.9 million
,
$5.8 million
and
$5.2 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 asset or liability (see Note 1); and
|
•
|
a deferral of pension expense in 2016 and 2015 of
$0.1 million
and
$1.9 million
related to the Arkansas jurisdictional portion of the pension settlement charge of
$8.6 million
and
$21.7 million
, respectively.
|
(In millions)
|
2016
|
2015
|
2014
|
||||||
Capitalized portion of net periodic pension benefit cost
|
$
|
4.0
|
|
$
|
5.0
|
|
$
|
3.4
|
|
Capitalized portion of net periodic postretirement benefit cost
|
0.8
|
|
1.9
|
|
2.0
|
|
|
Pension Plan and
Restoration of Retirement Income Plan |
Postretirement
Benefit Plans |
||||||||||
Year ended December 31
|
2016
|
2015
|
2014
|
2016
|
2015
|
2014
|
||||||
Discount rate
|
4.00
|
%
|
4.00
|
%
|
3.80
|
%
|
4.20
|
%
|
4.25
|
%
|
3.80
|
%
|
Rate of return on plans' assets
|
7.50
|
%
|
7.50
|
%
|
7.50
|
%
|
4.00
|
%
|
4.00
|
%
|
4.00
|
%
|
Compensation increases
|
4.20
|
%
|
4.20
|
%
|
4.20
|
%
|
N/A
|
|
N/A
|
|
N/A
|
|
Assumed health care cost trend:
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial trend
|
N/A
|
|
N/A
|
|
N/A
|
|
6.75
|
%
|
6.10
|
%
|
7.85
|
%
|
Ultimate trend rate
|
N/A
|
|
N/A
|
|
N/A
|
|
4.50
|
%
|
4.50
|
%
|
4.48
|
%
|
Ultimate trend year
|
N/A
|
|
N/A
|
|
N/A
|
|
2026
|
|
2026
|
|
2028
|
|
ONE-PERCENTAGE POINT INCREASE
|
|||||||||
Year ended December 31
(In millions)
|
2016
|
2015
|
2014
|
||||||
Effect on aggregate of the service and interest cost components
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Effect on accumulated postretirement benefit obligations
|
0.2
|
|
0.2
|
|
0.1
|
|
ONE-PERCENTAGE POINT DECREASE
|
|||||||||
Year ended December 31
(In millions)
|
2016
|
2015
|
2014
|
||||||
Effect on aggregate of the service and interest cost components
|
$
|
—
|
|
$
|
0.1
|
|
$
|
0.1
|
|
Effect on accumulated postretirement benefit obligations
|
0.7
|
|
0.7
|
|
0.7
|
|
Projected Benefit Obligation Funded Status Thresholds
|
<90%
|
95%
|
100%
|
105%
|
110%
|
115%
|
120%
|
Fixed income
|
50%
|
58%
|
65%
|
73%
|
80%
|
85%
|
90%
|
Equity
|
50%
|
42%
|
35%
|
27%
|
20%
|
15%
|
10%
|
Total
|
100%
|
100%
|
100%
|
100%
|
100%
|
100%
|
100%
|
Asset Class
|
Target Allocation
|
Minimum
|
Maximum
|
Domestic Large Cap Equity
|
40%
|
35%
|
60%
|
Domestic Mid-Cap Equity
|
15%
|
5%
|
25%
|
Domestic Small-Cap Equity
|
25%
|
5%
|
30%
|
International Equity
|
20%
|
10%
|
30%
|
Asset Class
|
Comparative Benchmark(s)
|
Active Duration Fixed Income
|
Bloomberg Barclays Aggregate
|
Long Duration Fixed Income
|
Duration blended Barclays Long Government/Credit & Barclays Universal
|
Equity Index
|
Standard & Poor's 500 Index
|
Mid-Cap Equity
|
Russell Midcap Index
|
|
Russell Midcap Value Index
|
Small-Cap Equity
|
Russell 2000 Index
|
|
Russell 2000 Value Index
|
International Equity
|
Morgan Stanley Capital Investment ACWI ex-US
|
(In millions)
|
December 31, 2016
|
Level 1
|
Level 2
|
NAV
|
||||||||
Common stocks
|
$
|
237.1
|
|
$
|
237.1
|
|
$
|
—
|
|
$
|
—
|
|
U.S. treasury notes and bonds (A)
|
122.3
|
|
122.3
|
|
—
|
|
—
|
|
||||
Mortgage and asset-backed securities
|
59.2
|
|
—
|
|
59.2
|
|
—
|
|
||||
Corporate fixed income and other securities
|
137.6
|
|
—
|
|
137.6
|
|
—
|
|
||||
Commingled fund (B)
|
23.8
|
|
—
|
|
—
|
|
23.8
|
|
||||
Foreign government bonds
|
5.2
|
|
—
|
|
5.2
|
|
—
|
|
||||
U.S. municipal bonds
|
1.9
|
|
—
|
|
1.9
|
|
—
|
|
||||
Money market fund
|
2.2
|
|
—
|
|
—
|
|
2.2
|
|
||||
Mutual fund
|
9.0
|
|
9.0
|
|
—
|
|
—
|
|
||||
Futures
|
|
|
|
|
|
|||||||
U.S. Treasury futures (receivable)
|
10.7
|
|
—
|
|
10.7
|
|
—
|
|
||||
U.S. Treasury futures (payable)
|
(2.3
|
)
|
—
|
|
(2.3
|
)
|
—
|
|
||||
Cash collateral
|
0.3
|
|
0.3
|
|
—
|
|
—
|
|
||||
Forward contracts
|
|
|
|
|
||||||||
Receivable (foreign currency)
|
0.2
|
|
—
|
|
0.2
|
|
—
|
|
||||
Total Plan investments
|
$
|
607.2
|
|
$
|
368.7
|
|
$
|
212.5
|
|
$
|
26.0
|
|
Receivable from broker for securities sold
|
—
|
|
|
|
|
|
|
|||||
Interest and dividends receivable
|
3.0
|
|
|
|
|
|
|
|||||
Payable to broker for securities purchased
|
(14.3
|
)
|
|
|
|
|
|
|||||
Total Plan assets
|
$
|
595.9
|
|
|
|
|
|
|
(In millions)
|
December 31, 2015
|
Level 1
|
Level 2
|
NAV
|
||||||||
Common stocks
|
$
|
208.2
|
|
$
|
208.2
|
|
$
|
—
|
|
$
|
—
|
|
U.S. treasury notes and bonds (A)
|
158.9
|
|
158.9
|
|
—
|
|
—
|
|
||||
Mortgage-backed securities
|
14.5
|
|
—
|
|
14.5
|
|
—
|
|
||||
Corporate fixed income and other securities
|
140.2
|
|
—
|
|
140.2
|
|
—
|
|
||||
Commingled fund (B)
|
24.4
|
|
—
|
|
—
|
|
24.4
|
|
||||
Foreign government bonds
|
5.6
|
|
—
|
|
5.6
|
|
—
|
|
||||
U.S. municipal bonds
|
4.9
|
|
—
|
|
4.9
|
|
—
|
|
||||
Interest-bearing cash
|
0.4
|
|
0.4
|
|
—
|
|
—
|
|
||||
Money market fund
|
11.7
|
|
—
|
|
—
|
|
11.7
|
|
||||
Index fund
|
1.8
|
|
1.8
|
|
—
|
|
—
|
|
||||
Mutual fund
|
24.3
|
|
24.3
|
|
—
|
|
—
|
|
||||
Preferred stocks
|
0.3
|
|
0.3
|
|
—
|
|
—
|
|
||||
Futures
|
|
|
|
|
||||||||
U.S. Treasury futures (receivable)
|
17.6
|
|
—
|
|
17.6
|
|
—
|
|
||||
U.S. Treasury futures (payable)
|
(12.4
|
)
|
—
|
|
(12.4
|
)
|
—
|
|
||||
Forward contracts
|
|
|
|
|
||||||||
Receivable (foreign currency)
|
0.1
|
|
—
|
|
0.1
|
|
—
|
|
||||
Payable (foreign currency)
|
(0.1
|
)
|
—
|
|
(0.1
|
)
|
—
|
|
||||
Total Plan investments
|
$
|
600.4
|
|
$
|
393.9
|
|
$
|
170.4
|
|
$
|
36.1
|
|
Receivable from broker for securities sold
|
—
|
|
|
|
|
|
|
|||||
Interest and dividends receivable
|
3.5
|
|
|
|
|
|
|
|||||
Payable to broker for securities purchased
|
(22.2
|
)
|
|
|
|
|
|
|||||
Total Plan assets
|
$
|
581.7
|
|
|
|
|
|
|
(A)
|
This category represents U.S. treasury notes and bonds with a Moody's Investors Services rating of Aaa and Government Agency Bonds with a Moody's Investors Services rating of A1 or higher.
|
(B)
|
This category represents units of participation in a commingled fund that primarily invested in stocks of international companies and emerging markets.
|
(In millions)
|
December 31, 2016
|
Level 1
|
Level 3
|
||||||
Group retiree medical insurance contract (A)
|
$
|
44.7
|
|
$
|
—
|
|
$
|
44.7
|
|
Mutual funds investment
|
|
|
|
||||||
U.S. equity investments
|
8.1
|
|
8.1
|
|
—
|
|
|||
Cash
|
0.3
|
|
0.3
|
|
—
|
|
|||
Total Plan investments
|
$
|
53.1
|
|
$
|
8.4
|
|
$
|
44.7
|
|
(In millions)
|
December 31, 2015
|
Level 1
|
Level 3
|
||||||
Group retiree medical insurance contract (A)
|
$
|
46.8
|
|
$
|
—
|
|
$
|
46.8
|
|
Mutual funds investment
|
|
|
|
||||||
U.S. equity investments
|
7.8
|
|
7.8
|
|
—
|
|
|||
Money market funds investment
|
0.7
|
|
0.7
|
|
—
|
|
|||
Total Plan investments
|
$
|
55.3
|
|
$
|
8.5
|
|
$
|
46.8
|
|
(A)
|
This category represents a group retiree medical insurance contract which invests in a pool of common stocks, bonds and money market accounts, of which a significant portion is comprised of mortgage-backed securities.
|
Year ended December 31
(In millions)
|
2016
|
||
Group retiree medical insurance contract
|
|
||
Beginning balance
|
$
|
46.8
|
|
Interest income
|
0.9
|
|
|
Dividend income
|
0.6
|
|
|
Net unrealized gains related to instruments held at the reporting date
|
0.2
|
|
|
Realized losses
|
(0.1
|
)
|
|
Claims paid
|
(3.7
|
)
|
|
Ending balance
|
$
|
44.7
|
|
(In millions)
|
Gross Projected
Postretirement Benefit Payments |
||
2017
|
$
|
14.0
|
|
2018
|
14.1
|
|
|
2019
|
14.1
|
|
|
2020
|
14.1
|
|
|
2021
|
14.1
|
|
|
After 2021
|
69.1
|
|
12.
|
Report of Business Segments
|
2016
|
Electric Utility
|
Natural Gas Midstream Operations
|
Other Operations
|
Eliminations
|
Total
|
||||||||||
(In millions)
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
2,259.2
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,259.2
|
|
Cost of sales
|
880.1
|
|
—
|
|
—
|
|
—
|
|
880.1
|
|
|||||
Other operation and maintenance
|
469.8
|
|
7.7
|
|
(11.9
|
)
|
—
|
|
465.6
|
|
|||||
Depreciation and amortization
|
316.4
|
|
—
|
|
6.2
|
|
—
|
|
322.6
|
|
|||||
Taxes other than income
|
84.0
|
|
—
|
|
3.6
|
|
—
|
|
87.6
|
|
|||||
Operating income (loss)
|
508.9
|
|
(7.7
|
)
|
2.1
|
|
—
|
|
503.3
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
—
|
|
101.8
|
|
—
|
|
—
|
|
101.8
|
|
|||||
Other income (expense)
|
27.7
|
|
0.1
|
|
(4.3
|
)
|
(0.2
|
)
|
23.3
|
|
|||||
Interest expense
|
138.1
|
|
—
|
|
4.2
|
|
(0.2
|
)
|
142.1
|
|
|||||
Income tax expense (benefit)
|
114.4
|
|
40.5
|
|
(6.8
|
)
|
—
|
|
148.1
|
|
|||||
Net income
|
$
|
284.1
|
|
$
|
53.7
|
|
$
|
0.4
|
|
$
|
—
|
|
$
|
338.2
|
|
Investment in unconsolidated affiliates
|
$
|
—
|
|
$
|
1,158.6
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,158.6
|
|
Total assets
|
$
|
8,669.4
|
|
$
|
1,521.6
|
|
$
|
89.0
|
|
$
|
(340.4
|
)
|
$
|
9,939.6
|
|
Capital expenditures
|
$
|
660.1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
660.1
|
|
2015
|
Electric Utility
|
Natural Gas Midstream Operations
|
Other Operations
|
Eliminations
|
Total
|
||||||||||
(In millions)
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
2,196.9
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,196.9
|
|
Cost of sales
|
865.0
|
|
—
|
|
—
|
|
—
|
|
865.0
|
|
|||||
Other operation and maintenance
|
444.5
|
|
7.5
|
|
(0.4
|
)
|
—
|
|
451.6
|
|
|||||
Depreciation and amortization
|
299.9
|
|
—
|
|
8.0
|
|
—
|
|
307.9
|
|
|||||
Taxes other than income
|
87.1
|
|
—
|
|
4.1
|
|
—
|
|
91.2
|
|
|||||
Operating income (loss)
|
500.4
|
|
(7.5
|
)
|
(11.7
|
)
|
—
|
|
481.2
|
|
|||||
Equity in earnings of unconsolidated affiliates (A)
|
—
|
|
15.5
|
|
—
|
|
—
|
|
15.5
|
|
|||||
Other income (expense)
|
20.0
|
|
0.4
|
|
0.9
|
|
(0.3
|
)
|
21.0
|
|
|||||
Interest expense
|
146.7
|
|
—
|
|
2.6
|
|
(0.3
|
)
|
149.0
|
|
|||||
Income tax expense (benefit)
|
104.8
|
|
(1.0
|
)
|
(6.4
|
)
|
—
|
|
97.4
|
|
|||||
Net income
|
$
|
268.9
|
|
$
|
9.4
|
|
$
|
(7.0
|
)
|
$
|
—
|
|
$
|
271.3
|
|
Investment in unconsolidated affiliates
|
$
|
—
|
|
$
|
1,194.4
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,194.4
|
|
Total assets
|
$
|
8,525.5
|
|
$
|
1,439.5
|
|
$
|
174.6
|
|
$
|
(559.0
|
)
|
$
|
9,580.6
|
|
Capital expenditures
|
$
|
551.6
|
|
$
|
—
|
|
$
|
(3.8
|
)
|
$
|
—
|
|
$
|
547.8
|
|
(A)
|
In 2015,
The Company recorded a
$108.4 million
pre-tax charge during the third quarter of 2015 for its share of the goodwill impairment, as adjusted for the basis difference. See Note 3 for further discussion of Enable's goodwill impairment.
|
2014
|
Electric Utility
|
Natural Gas Midstream Operations
|
Other Operations
|
Eliminations
|
Total
|
||||||||||
(In millions)
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
2,453.1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,453.1
|
|
Cost of sales
|
1,106.6
|
|
—
|
|
—
|
|
—
|
|
1,106.6
|
|
|||||
Other operation and maintenance
|
453.2
|
|
1.2
|
|
(14.8
|
)
|
—
|
|
439.6
|
|
|||||
Depreciation and amortization
|
270.8
|
|
—
|
|
10.6
|
|
—
|
|
281.4
|
|
|||||
Taxes other than income
|
84.5
|
|
—
|
|
4.2
|
|
—
|
|
88.7
|
|
|||||
Operating income (loss)
|
538.0
|
|
(1.2
|
)
|
—
|
|
—
|
|
536.8
|
|
|||||
Equity in earnings of unconsolidated affiliates
|
—
|
|
172.6
|
|
—
|
|
—
|
|
172.6
|
|
|||||
Other income (expense)
|
7.1
|
|
—
|
|
0.7
|
|
(0.2
|
)
|
7.6
|
|
|||||
Interest expense
|
141.5
|
|
—
|
|
7.1
|
|
(0.2
|
)
|
148.4
|
|
|||||
Income tax expense (benefit)
|
111.6
|
|
69.1
|
|
(7.9
|
)
|
—
|
|
172.8
|
|
|||||
Net income
|
292.0
|
|
102.3
|
|
1.5
|
|
—
|
|
395.8
|
|
|||||
Investment in unconsolidated affiliates
|
$
|
—
|
|
$
|
1,318.2
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1,318.2
|
|
Total assets
|
$
|
8,248.9
|
|
$
|
1,461.2
|
|
$
|
128.6
|
|
$
|
(328.8
|
)
|
$
|
9,509.9
|
|
Capital expenditures
|
$
|
565.4
|
|
$
|
—
|
|
$
|
10.8
|
|
$
|
(6.9
|
)
|
$
|
569.3
|
|
13.
|
Commitments and Contingencies
|
Year ended December 31
(In millions)
|
2017
|
2018
|
2019
|
2020
|
2021
|
After 2021
|
Total
|
||||||||||||||
Operating lease obligations
|
|
|
|
|
|
|
|
||||||||||||||
Railcars
|
$
|
2.7
|
|
$
|
1.7
|
|
$
|
21.0
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
25.4
|
|
Wind farm land leases
|
2.5
|
|
2.5
|
|
2.5
|
|
2.9
|
|
2.9
|
|
43.5
|
|
56.8
|
|
|||||||
Noncancellable operating lease
|
0.8
|
|
0.7
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1.5
|
|
|||||||
Total operating lease obligations
|
$
|
6.0
|
|
$
|
4.9
|
|
$
|
23.5
|
|
$
|
2.9
|
|
$
|
2.9
|
|
$
|
43.5
|
|
$
|
83.7
|
|
(In millions)
|
2017
|
2018
|
2019
|
2020
|
2021
|
Total
|
||||||||||||
Other purchase obligations and commitments
|
|
|
|
|
|
|
||||||||||||
Cogeneration capacity and fixed operation and maintenance payments
|
$
|
77.1
|
|
$
|
73.9
|
|
$
|
66.5
|
|
$
|
54.7
|
|
$
|
51.0
|
|
$
|
323.2
|
|
Expected cogeneration energy payments
|
37.7
|
|
37.5
|
|
38.9
|
|
40.7
|
|
44.4
|
|
199.2
|
|
||||||
Minimum fuel purchase commitments
|
236.2
|
|
49.3
|
|
36.2
|
|
24.6
|
|
24.6
|
|
370.9
|
|
||||||
Expected wind purchase commitments
|
59.0
|
|
57.9
|
|
56.6
|
|
57.1
|
|
57.5
|
|
288.1
|
|
||||||
Long-term service agreement commitments
|
2.2
|
|
28.4
|
|
22.2
|
|
2.4
|
|
2.4
|
|
57.6
|
|
||||||
Mustang Modernization expenditures
|
130.4
|
|
21.9
|
|
—
|
|
—
|
|
—
|
|
152.3
|
|
||||||
Environmental compliance plan expenditures
|
169.2
|
|
63.0
|
|
8.9
|
|
0.2
|
|
—
|
|
241.3
|
|
||||||
Total other purchase obligations and commitments
|
$
|
711.8
|
|
$
|
331.9
|
|
$
|
229.3
|
|
$
|
179.7
|
|
$
|
179.9
|
|
$
|
1,632.6
|
|
Year ended December 31
(In millions)
|
2016
|
2015
|
2014
|
||||||
CPV Keenan
|
$
|
29.2
|
|
$
|
26.7
|
|
$
|
28.1
|
|
Edison Mission Energy
|
21.1
|
|
19.7
|
|
21.3
|
|
|||
FPL Energy
|
3.4
|
|
3.2
|
|
3.6
|
|
|||
NextEra Energy
|
7.3
|
|
7.0
|
|
7.8
|
|
|||
Total wind power purchased
|
$
|
61.0
|
|
$
|
56.6
|
|
$
|
60.8
|
|
14.
|
Rate Matters and Regulation
|
15.
|
Quarterly Financial Data (Unaudited)
|
Quarter ended (
In millions, except per share data)
|
|
March 31
|
June 30
|
September 30
|
December 31
|
Total
|
||||||||||
Operating revenues
|
2016
|
$
|
433.1
|
|
$
|
551.4
|
|
$
|
743.9
|
|
$
|
530.8
|
|
$
|
2,259.2
|
|
|
2015
|
$
|
480.1
|
|
$
|
549.9
|
|
$
|
719.8
|
|
$
|
447.1
|
|
$
|
2,196.9
|
|
Operating income
|
2016
|
$
|
37.9
|
|
$
|
125.9
|
|
$
|
257.3
|
|
$
|
82.2
|
|
$
|
503.3
|
|
|
2015
|
$
|
56.4
|
|
$
|
127.2
|
|
$
|
250.8
|
|
$
|
46.8
|
|
$
|
481.2
|
|
Net income
|
2016
|
$
|
25.2
|
|
$
|
71.5
|
|
$
|
183.6
|
|
$
|
57.9
|
|
$
|
338.2
|
|
|
2015
|
$
|
43.2
|
|
$
|
87.5
|
|
$
|
111.2
|
|
$
|
29.4
|
|
$
|
271.3
|
|
Basic earnings per average common share (A)
|
2016
|
$
|
0.13
|
|
$
|
0.35
|
|
$
|
0.92
|
|
$
|
0.29
|
|
$
|
1.69
|
|
|
2015
|
$
|
0.22
|
|
$
|
0.44
|
|
$
|
0.55
|
|
$
|
0.15
|
|
$
|
1.36
|
|
Diluted earnings per average common share (A)
|
2016
|
$
|
0.13
|
|
$
|
0.35
|
|
$
|
0.92
|
|
$
|
0.29
|
|
$
|
1.69
|
|
|
2015
|
$
|
0.22
|
|
$
|
0.44
|
|
$
|
0.55
|
|
$
|
0.15
|
|
$
|
1.36
|
|
(A)
|
Due to the impact of dilution on the earnings per share calculation, quarterly earnings per share amounts may not add to the total.
|
|
/s/ Ernst & Young LLP
|
|
|
|
|
/s/ Sean Trauschke
|
|
/s/ Scott Forbes
|
Sean Trauschke, Chairman of the Board, President
|
|
Scott Forbes, Controller
|
and Chief Executive Officer
|
|
and Chief Accounting Officer
|
|
|
|
/s/ Stephen E. Merrill
|
|
|
Stephen E. Merrill
|
|
|
Chief Financial Officer
|
|
|
|
/s/ Ernst & Young LLP
|
|
|
|
|
(i)
|
The following
Consolidated
Financial Statements are included in Part II, Item 8 of this Annual Report:
|
•
|
Consolidated
Statements of Income for the years ended December 31, 2016, 2015 and 2014
|
•
|
Consolidated
Statements of Comprehensive Income for the years ended December 31, 2016, 2015 and 2014
|
•
|
Consolidated
Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014
|
•
|
Consolidated
Balance Sheets at December 31, 2016 and 2015
|
•
|
Consolidated
Statements of Capitalization at December 31, 2016 and 2015
|
•
|
Consolidated
Statements of Changes in
Stockholders'
Equity for the years ended December 31, 2016, 2015 and 2014
|
•
|
Notes to
Consolidated
Financial Statements
|
•
|
Report of Independent Registered Public Accounting Firm (Audit of Financial Statements)
|
•
|
Management's Report on Internal Control Over Financial Reporting
|
•
|
Report of Independent Registered Public Accounting Firm (Audit of Internal Control over Financial Reporting)
|
(ii)
|
The financial statements and Notes to Consolidated Financial Statements of Enable Midstream Partners, LP, required pursuant to Rule 3-09 of Regulation S-X are filed as Exhibit 99.06
|
•
|
Schedule II - Valuation and Qualifying Accounts
|
4.03
|
Supplemental Indenture No. 3, dated as of April 1, 1998, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.01 to OG&E's Form 8-K filed April 16, 1998 (File No. 1-1097) and incorporated by reference herein).
|
4.04
|
Supplemental Indenture No. 5 dated as of October 24, 2001, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.06 to Registration Statement No. 333-104615 and incorporated by reference herein).
|
4.05
|
Supplemental Indenture No. 6 dated as of August 1, 2004, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.02 to OG&E's Form 8-K filed August 6, 2004 (File No 1-1097) and incorporated by reference herein).
|
4.06
|
Supplemental Indenture No. 7 dated as of January 1, 2006 being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.08 to OG&E's Form 8-K filed January 6, 2006 (File No. 1-1097) and incorporated by reference herein).
|
4.07
|
Supplemental Indenture No. 8 dated as of January 15, 2008 being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.01 to OG&E's Form 8-K filed January 31, 2008 (File No. 1-1097) and incorporated by reference herein).
|
4.08
|
Supplemental Indenture No. 9 dated as of September 1, 2008 being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.01 to OG&E's Form 8-K filed September 9, 2008 (File No. 1-1097) and incorporated by reference herein).
|
4.09
|
Supplemental Indenture No. 10 dated as of December 1, 2008 being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.01 to OG&E's Form 8-K filed December 11, 2008 (File No. 1-1097) and incorporated by reference herein).
|
4.10
|
Supplemental Indenture No. 11 dated as of June 1, 2010 being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.01 to OG&E's Form 8-K filed June 8, 2010 (File No. 1-1097) and incorporated by reference herein).
|
4.11
|
Supplemental Indenture No. 12 dated as of May 15, 2011 being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.01 to OG&E's Form 8-K filed May 27, 2011 (File No. 1-1097) and incorporated by reference herein).
|
4.12
|
Supplemental Indenture No. 13 dated as of May 1, 2013 between OG&E and UMB Bank, N.A., as trustee, creating the Senior Notes. (Filed as Exhibit 4.01 to OG&E's Form 8-K filed May 13, 2013 (File No. 1-1097) and incorporated by reference herein).
|
4.13
|
Supplemental Indenture No. 14 dated as of March 15, 2014 between OG&E and UMB Bank, N.A., as trustee, creating the Senior Notes. (Filed as Exhibit 4.01 to OG&E's Form 8-K filed March 25, 2014 (File No. 1-1097) and incorporated by reference herein).
|
4.14
|
Supplemental Indenture No. 15 dated as of December 1, 2014 between OG&E and UMB Bank, N.A., as trustee, creating the Senior Notes. (Filed as Exhibit 4.01 to OG&E's Form 8-K filed December 11, 2014 (File No. 1-1097) and incorporated by reference herein).
|
4.15
|
Indenture dated as of November 1, 2004 between OGE Energy Corp. and UMB Bank, N.A., as trustee. (Filed as Exhibit 4.01 to OGE Energy's Form 8-K filed November 12, 2004 (File No. 1-12579) and incorporated by reference herein).
|
4.16
|
Supplemental Indenture No. 2 dated as of November 24, 2014 between OGE Energy and UMB Bank, N.A, as trustee, creating the Senior Notes. (Filed as Exhibit 4.01 to OGE Energy's Form 8-K filed November 24, 2014 (File No. 1-12579) and incorporated by reference herein).
|
10.01
|
Copy of Settlement Agreement with Oklahoma Corporation Commission Staff, the Oklahoma Attorney General and others relating to OG&E's rate case. (Filed as Exhibit 99.02 to OGE Energy's Form 8-K filed July 9, 2012 (File No. 1-12579) and incorporated by reference herein).
|
10.02
|
Amended and Restated Facility Operating Agreement for the McClain Generating Facility dated as of July 9, 2004 between OG&E and the Oklahoma Municipal Power Authority. (Filed as Exhibit 10.03 to OGE Energy's Form 10-Q for the quarter ended June 30, 2004 (File No. 1-12579) and incorporated by reference herein).
|
10.03
|
Amended and Restated Ownership and Operation Agreement for the McClain Generating Facility dated as of July 9, 2004 between OG&E and the Oklahoma Municipal Power Authority. (Filed as Exhibit 10.04 to OGE Energy's Form 10-Q for the quarter ended June 30, 2004 (File No. 1-12579) and incorporated by reference herein).
|
10.04
|
Operating and Maintenance Agreement for the Transmission Assets of the McClain Generating Facility dated as of August 25, 2003 between OG&E and the Oklahoma Municipal Power Authority. (Filed as Exhibit 10.05 to OGE Energy's Form 10-Q for the quarter ended June 30, 2004 (File No. 1-12579) and incorporated by reference herein).
|
10.05*
|
Form of Split Dollar Agreement. (Filed as Exhibit 10.32 to OGE Energy's Form 10-K for the year ended December 31, 2004 (File No. 1-12579) and incorporated by reference herein).
|
10.06
|
Credit agreement dated as of December 13, 2011, by and between OGE Energy, the Lenders thereto, Wells Fargo Bank, National Association, as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, Mizuho Corporate Bank, Ltd., The Royal Bank of Scotland PLC, UBS Securities LLC and Union Bank, N.A., as Co-Documentation Agents. (Filed as Exhibit 99.01 to OGE Energy's Form 8-K filed December 19, 2011 (File No. 1-12579) and incorporated by reference herein).
|
10.07
|
Credit agreement dated as of December 13, 2011, by and between OG&E, the Lenders thereto, Wells Fargo Bank, National Association, as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, Mizuho Corporate Bank, Ltd., The Royal Bank of Scotland PLC, UBS Securities LLC and Union Bank, N.A., as Co-Documentation Agents. (Filed as Exhibit 99.02 to OGE Energy's Form 8-K filed December 19, 2011 (File No. 1-12579) and incorporated by reference herein).
|
10.08*
|
OGE Energy Supplemental Executive Retirement Plan, as amended and restated. (Filed as Exhibit 10.03 to OGE Energy's Form 10-Q for the quarter ended March 31, 2008 (File No. 1-12579) and incorporated by reference herein).
|
10.09*
|
OGE Energy Restoration of Retirement Income Plan, as amended and restated. (Filed as Exhibit 10.04 to OGE Energy's Form 10-Q for the quarter ended March 31, 2008 (File No. 1-12579) and incorporated by reference herein).
|
10.10*
|
Form of Employment Agreement for all existing and future officers of the Company relating to change of control. (Filed as Exhibit 10.28 to OGE Energy's Form 10-K for the year ended December 31, 2011 (File No. 1-12579) and incorporated by reference herein).
|
10.11*
|
Form of Restricted Stock Agreement under OGE Energy's 2008 Stock Incentive Plan. (Filed as Exhibit 10.01 to OGE Energy's Form 10-Q for the quarter ended September 30, 2008 (File No. 1-12579) and incorporated by reference herein).
|
10.12
|
Agreement, dated February 17, 2010, between OG&E and Oklahoma Department of Environmental Quality. (Filed as Exhibit 99.01 to OGE Energy's Form 8-K filed February 23, 2010 (File No. 1-12579) and incorporated by reference herein).
|
10.13*
|
Amendment No. 1 to OGE Energy's Restoration of Retirement Income Plan. (Filed as Exhibit 10.40 to OGE Energy's Form 10-K for the year ended December 31, 2009 (File No. 1-12579) and incorporated by reference herein).
|
10.14
|
Copy of Settlement Agreement with Oklahoma Corporation Commission Staff, the Oklahoma Attorney General and others relating to OG&E's Smart Grid application. (Filed as Exhibit 99.02 to OGE Energy's Form 8-K filed June 1, 2010 (File No. 1-12579) and incorporated by reference herein).
|
10.15
|
Copy of Settlement Agreement with Oklahoma Corporation Commission Staff, the Oklahoma Attorney General and others relating to OG&E's Crossroads wind farm application. (Filed as Exhibit 99.01 to OGE Energy's Form 8-K filed July 1, 2010 (File No. 1-12579) and incorporated by reference herein).
|
10.16
|
Copy of Settlement Agreement with Arkansas Public Service Commission Staff, the Arkansas Attorney General and others relating to OG&E's rate case. (Filed as Exhibit 99.01 to OGE Energy's Form 8-K filed May 19, 2011 (File No. 1-12579) and incorporated by reference herein).
|
10.17
|
Copy of Settlement Agreement with Arkansas Public Service Commission Staff, the Arkansas Attorney General and others relating to OG&E's Smart Grid application. (Filed as Exhibit 99.01 to OGE Energy's Form 8-K filed June 28, 2011 (File No. 1-12579) and incorporated by reference herein).
|
10.18*
|
Director Compensation.
|
10.19*
|
Executive Officer Compensation.
|
10.20
|
Fourth Amended and Restated Agreement of Limited Partnership of Enable Midstream Partners, LP, dated June 22, 2016 (Filed as Exhibit 10.01 to the Company's Form 8-K filed June 22, 2016 (File No. 1-12579) and incorporated by reference herein).
|
10.21
|
Third Amended and Restated Limited Liability Company Agreement of Enable GP, LLC, dated June 22, 2016(Filed as Exhibit 10.02 to the Company's Form 8-K filed June 22, 2016 (File No. 1-12579) and incorporated by reference herein).
|
10.22
|
Registration Rights Agreement dated as of May 1, 2013 by and among CenterPoint Energy Field Services LP, CenterPoint Energy Resources Corp., OGE Enogex Holdings LLC, and Enogex Holdings LLC (Filed as Exhibit 10.03 to OGE Energy's Form 8-K filed May 7, 2013 (File No. 1-12579) and incorporated by reference herein).
|
10.23
|
Omnibus Agreement dated as of May 1, 2013 among CenterPoint Energy, Inc., OGE Energy Corp., Enogex Holdings LLC and CenterPoint Energy Field Services LP (Filed as Exhibit 10.04 to OGE Energy's Form 8-K filed May 7, 2013 (File No. 1-12579) and incorporated by reference herein).
|
10.24*
|
OGE Energy's 2013 Stock Incentive Plan. (Filed as Annex B to OGE Energy's Proxy Statement for the 2013 Annual Meeting of Shareowners (File No. 1-12579) and incorporated by reference herein).
|
10.25*
|
OGE Energy's 2013 Annual Incentive Compensation Plan. (Filed as Annex C to OGE Energy's Proxy Statement for the 2013 Annual Meeting of Shareowners (File No. 1-12579) and incorporated by reference herein).
|
10.26
|
Letter of extension dated as of July 29, 2013 for OGE Energy's credit agreement dated as of December 13, 2011, by and between OGE Energy, the Lenders thereto, Wells Fargo Bank, National Association, as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, Mizuho Corporate Bank, Ltd., The Royal Bank of Scotland PLC, UBS Securities LLC and Union Bank, N.A., as Co-Documentation Agents (Filed as Exhibit 10.01 to OGE Energy's Form 8-K filed August 2, 2013 (File No. 1-12579) and incorporated by reference herein).
|
10.27
|
Letter of extension dated as of July 29, 2013 for OG&E's credit agreement dated as of December 13,2011, by and between OG&E, the Lenders thereto, Wells Fargo Bank, National Association, as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, Mizuho Corporate Bank, Ltd., The Royal Bank of Scotland PLC, UBS Securities LLC and Union Bank, N.A., as Co-Documentation Agents (Filed as Exhibit 10.02 to OGE Energy's Form 8-K filed August 2, 2013 (File No. 1-12579) and incorporated by reference herein).
|
10.28*
|
OGE Energy Corp. Involuntary Severance Benefits Plans for Non-Officers (Applicable only to non-officers of Enogex LLC seconded to Enable Midstream Partners, LP or Enable GP, LLC or one of its subsidiaries (Filed as Exhibit 10.02 to OGE Energy's Form 10-Q filed November 6, 2013 (File No. 1-12579) and incorporated by reference herein).
|
10.29*
|
OGE Energy Corp. Involuntary Severance Benefits Plans for Officers (Applicable only to officers of Enogex LLC seconded to Enable Midstream Partners, LP or Enable GP, LLC or one of its subsidiaries (Filed as Exhibit 10.03 to OGE Energy's Form 10-Q filed November 6, 2013 (File No. 1-12579) and incorporated by reference herein).
|
10.30*
|
Retention Agreement effective as of October 24, 2013, by and between OGE Enogex Holdings, LLC and E. Keith Mitchell (Filed as Exhibit 10.04 to OGE Energy's Form 10-Q filed November 6, 2013 (File No. 1-12579) and incorporated by reference herein).
|
10.31
|
Letter of extension dated as of June 24, 2014 for OGE Energy's credit agreement dated as of December 13, 2011, by and between OGE Energy, the Lenders thereto, Wells Fargo Bank, National Association, as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, Mizuho Corporate Bank, Ltd., The Royal Bank of Scotland PLC and Union Bank, N.A., as Co-Documentation Agents (Filed as Exhibit 10.01 to OGE Energy's Form 8-K filed June 25, 2014 (File No. 1-12579) and incorporated by reference herein).
|
10.32
|
Letter of extension dated as of June 24, 2014 for OG&E's credit agreement dated as of December 13, 2011, by and between OG&E, the Lenders thereto, Wells Fargo Bank, National Association, as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, Mizuho Corporate Bank, Ltd., The Royal Bank of Scotland PLC and Union Bank, N.A., as Co-Documentation Agents (Filed as Exhibit 10.02 to OGE Energy's Form 8-K filed June 25, 2014 (File No. 1-12579) and incorporated by reference herein).
|
10.33
|
Letter of extension dated as of September 8, 2014 for OGE Energy's credit agreement dated as of December 13, 2011, by and between OGE Energy, the Lenders thereto, Wells Fargo Bank, National Association, as Administrative Agent (Filed as Exhibit 10.01 to OGE Energy's Form 10-Q filed November 5, 2014 (File No. 1-12579) and incorporated by reference herein).
|
10.34
|
Letter of extension dated as of June 24, 2014 for OG&E's credit agreement dated as of December 13, 2011, by and between OG&E, the Lenders thereto, Wells Fargo Bank, National Association, as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, Mizuho Corporate Bank, Ltd., The Royal Bank of Scotland PLC and Union Bank, N.A., as Co-Documentation Agents (Filed as Exhibit 10.02 to OGE Energy's Form 8-K filed June 25, 2014 (File No. 1-12579) and incorporated by reference herein).
|
10.35*
|
Form of Performance Unit Agreement under OGE Energy's 2013 Stock Incentive Plan.
|
10.36*
|
Form of Restricted Stock Agreement under OGE Energy's 2013 Stock Incentive Plan.
|
10.37
|
OGE Energy Corp. Deferred Compensation Plan (As amended and restated effective October 1, 2016.)
|
12.01
|
Calculation of Ratio of Earnings to Fixed Charges.
|
21.01
|
Subsidiaries of the Registrant.
|
23.01
|
Consent of Ernst & Young LLP.
|
23.02
|
Consent of Deloitte & Touche LLP for the Financial Statements of Enable Midstream Partners, LP.
|
24.01
|
Power of Attorney.
|
31.01
|
Certifications Pursuant to Rule 13a-14(a)/15d-14(a) As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.01
|
Certification Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
99.01
|
Copy of APSC order with Arkansas Public Service Commission Staff, the Arkansas Attorney General and others relating to OG&E's rate case. (Filed as Exhibit 99.02 to OGE Energy's Form 8-K filed June 22, 2011 (File No. 1-12579) and incorporated by reference herein).
|
99.02
|
Copy of OCC Order with Oklahoma Corporation Commission Staff, the Oklahoma Attorney General and others relating to OG&E's Smart Grid application. (Filed as Exhibit 99.02 to OGE Energy's Form 8-K filed July 7, 2010 (File No. 1-12579) and incorporated by reference herein).
|
99.03
|
Copy of OCC Order with Oklahoma Corporation Commission Staff, the Oklahoma Attorney General and others relating to OG&E's Crossroads wind farm application. (Filed as Exhibit 99.04 to OGE Energy's Form 10-Q for the quarter ended June 30, 2010 (File No. 1-12579) and incorporated by reference herein).
|
99.04
|
Description of Capital Stock. (Filed as Exhibit 99.01 to OGE Energy's Form 10-Q for the quarter ended June 30, 2013 (File No. 1-12579) and incorporated by reference herein).
|
99.05
|
Financial Statements of Enable Midstream Partners, LP as of and for the three years ended December 31, 2016.
|
|
|
Additions
|
|
|
||||||||
Description
|
Balance at Beginning of Period
|
Charged to Costs and Expenses
|
Deductions (A)
|
Balance at End of Period
|
||||||||
(In millions)
|
||||||||||||
Balance at December 31, 2014
|
|
|
|
|
||||||||
Reserve for Uncollectible Accounts
|
$
|
1.9
|
|
$
|
2.3
|
|
$
|
2.6
|
|
$
|
1.6
|
|
Balance at December 31, 2015
|
|
|
|
|
||||||||
Reserve for Uncollectible Accounts
|
$
|
1.6
|
|
$
|
2.4
|
|
$
|
2.6
|
|
$
|
1.4
|
|
Balance at December 31, 2016
|
|
|
|
|
||||||||
Reserve for Uncollectible Accounts
|
$
|
1.4
|
|
$
|
2.5
|
|
$
|
2.4
|
|
$
|
1.5
|
|
(A)
|
Uncollectible accounts receivable written off, net of recoveries.
|
|
OGE ENERGY CORP.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
By /s/
|
Sean Trauschke
|
|
|
|
Sean Trauschke
|
|
|
|
Chairman of the Board, President
|
|
|
|
and Chief Executive Officer
|
|
Signature
|
|
Title
|
Date
|
|
|
|
|
/s/ Sean Trauschke
|
|
|
|
Sean Trauschke
|
|
Principal Executive
|
|
|
|
Officer and Director;
|
February 22, 2017
|
|
|
|
|
/s/ Stephen E. Merrill
|
|
|
|
Stephen E. Merrill
|
|
Principal Financial Officer;
|
February 22, 2017
|
|
|
|
|
/s/ Scott Forbes
|
|
|
|
Scott Forbes
|
|
Principal Accounting Officer.
|
February 22, 2017
|
|
|
|
|
Frank A. Bozich
|
|
Director;
|
|
James H. Brandi
|
|
Director;
|
|
Luke R. Corbett
|
|
Director;
|
|
John D. Groendyke
|
|
Director;
|
|
David L. Hauser
|
|
Director;
|
|
Kirk Humphreys
|
|
Director;
|
|
Robert O. Lorenz
|
|
Director;
|
|
Judy R. McReynolds
|
|
Director;
|
|
Sheila G. Talton
|
|
Director;
|
|
/s/ Sean Trauschke
|
|
|
|
By Sean Trauschke (attorney-in-fact)
|
|
|
February 22, 2017
|
1 Year OGE Energy Chart |
1 Month OGE Energy Chart |
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