# OGE Energy Corp.: Form 10-Q for the period ended Mar 31, 2024

- Company: [OGE Energy Corp.](/companies/oge.md) (CIK 1021635)
- Form: 10-Q
- Filed: 2024-05-01
- Accepted by EDGAR: Apr 30, 2024, 21:41 ET
- Period: 2024-03-31
- Accession: 0000950170-24-050701
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1021635/000095017024050701/oge-20240331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1021635/000095017024050701/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-01-01 to 2024-03-31 | $582.6m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2024-01-01 to 2024-03-31 | $232.2m | us-gaap:CostOfGoodsAndServicesSold |
| Operating income | 3 months, 2024-01-01 to 2024-03-31 | $74.0m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2024-01-01 to 2024-03-31 | $60.2m | us-gaap:InterestExpense |
| Income tax | 3 months, 2024-01-01 to 2024-03-31 | $1.6m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-01-01 to 2024-03-31 | $18.6m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-01-01 to 2024-03-31 | $0.09 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-01-01 to 2024-03-31 | $0.09 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-01-01 to 2024-03-31 | 200,600,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2024-01-01 to 2024-03-31 | $83.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2024-01-01 to 2024-03-31 | $226.9m | us-gaap:PaymentsToAcquireProductiveAssets |
| Dividends paid | 3 months, 2024-01-01 to 2024-03-31 | $85.9m | us-gaap:PaymentsOfDividendsCommonStock |
| Cash and equivalents | at 2024-03-31 | $4.3m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2024-03-31 | $725.0m | us-gaap:AssetsCurrent |
| Total assets | at 2024-03-31 | $12.92bn | us-gaap:Assets |
| Current liabilities | at 2024-03-31 | $1.43bn | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2024-03-31 | $8.47bn | us-gaap:Liabilities |
| Long-term debt | at 2024-03-31 | $4.26bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2024-03-31 | $79.4m | us-gaap:LongTermDebtCurrent |
| Short-term borrowings | at 2024-03-31 | $755.7m | us-gaap:ShortTermBorrowings |
| Shareholders' equity | at 2024-03-31 | $4.45bn | us-gaap:StockholdersEquity |
| Shares outstanding | at 2024-03-31 | 200,547,842 shares | dei:EntityCommonStockSharesOutstanding |

## Management's discussion and analysis

As filed, 44,781 characters.

The following combined discussion is separately filed by OGE Energy and OG&E. However, OG&E does not make any representations as to information related solely to OGE Energy or the subsidiaries of OGE Energy other than itself.

### Introduction and Overview

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

The accounts of OGE Energy and its wholly-owned subsidiaries, including OG&E, are included in OGE Energy's condensed consolidated financial statements. All intercompany transactions and balances are eliminated in such consolidation.

OGE Energy's purpose is to energize life, providing life-sustaining and life-enhancing products and services that enrich its communities and encourage growth and a higher quality of life. OGE Energy's purpose comes with a balanced approach to multifaceted stewardship: keeping its employees (internally referred to as "members") safe, reducing its environmental impact, strengthening its diverse communities and ensuring its effective corporate governance. OGE Energy's business model is centered around growth and sustainability for members, communities and customers and the owners of OGE Energy, its shareholders. OGE Energy is focused on creating long-term shareholder value by targeting the consistent growth of consolidated earnings per share of five to seven percent, supported by strong load growth enabled by low customer rates and a strategy of investing in lower risk infrastructure projects that improve the economic vitality of the communities it serves in Oklahoma and Arkansas. OGE Energy's long-term sustainability is predicated on providing exceptional customer experiences, investing in grid improvements and investments related to new generation capacity needs, environmental stewardship, strong governance practices and caring for and supporting its members and communities. Further discussion of OGE Energy's strategy can be found in its 2023 Form 10-K.

### Recent Developments

#### OG&E's Regulatory Matters

Completed regulatory matters affecting current period results are discussed in Note 13 within "Item 1. Financial Statements." OG&E filed an Oklahoma general rate review in December 2023 and submitted its final 2024 IRP for Oklahoma and Arkansas in March 2024.

### Summary of OGE Energy Operating Results

#### Three Months Ended March 31, 2024 as compared to the Three Months Ended March 31, 2023

OGE Energy's net income was $18.6 million, or $0.09 per diluted share, during the three months ended March 31, 2024 as compared to $38.3 million, or $0.19 per diluted share, during the same period in 2023. The decrease in net income of $19.7 million, or $0.10 per diluted share, is further discussed below.

- A decrease in net income at OG&E of $14.6 million, or $0.08 per diluted share of OGE Energy's common stock, was primarily due to lower net other income, higher depreciation and amortization expense as a result of additional assets being placed into service and higher interest expense related to the senior notes issuance in April 2023, partially offset by higher operating revenues (excluding the impact of recoverable fuel, purchased power and direct transmission expense not impacting earnings), which was driven by load growth, and lower income tax expense.
- An increase in net loss of other operations (holding company) of $5.1 million, or $0.02 per diluted share of OGE Energy's common stock, was primarily due to higher interest expense driven by increased short-term debt outstanding and lower net other income, partially offset by lower income tax expense.

### 2024 Outlook

OGE Energy's 2024 consolidated earnings guidance remains unchanged and is projected to be between $415 million to $439 million, or $2.06 to $2.18 per average diluted share, with a midpoint of $427 million, or $2.12 per average diluted share. OG&E is projected to earn approximately $447 million, or $2.22 per average diluted share. A loss of $20 million, or approximately $0.10 per average diluted share, is projected for other operations (primarily the holding company). The guidance assumes, among other things, approximately 201.5 million average diluted shares outstanding and normal weather for the remainder of the year. OG&E has significant seasonality in its earnings due to weather on a year over year basis. See OGE Energy's 2023 Form 10-K for other key factors and assumptions underlying its 2024 guidance.

### Results of Operations

The following discussion and analysis presents factors that affected the Registrants' results of operations for the three months ended March 31, 2024 as compared to the same period in 2023 and the Registrants' financial position at March 31, 2024. Due to seasonal fluctuations and other factors, the Registrants' operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or for any future period. The following information should be read in conjunction with the condensed financial statements and notes thereto. Known trends and contingencies of a material nature are discussed to the extent considered relevant.

*(In millions, except per share data)*

| OGE Energy | Three Months Ended March 31, 2024 | 2023 |
| --- | ---: | ---: |
| Net income | **$18.6** | $38.3 |
| Basic average common shares outstanding | **200.4** | 200.2 |
| Diluted average common shares outstanding | **200.6** | 200.8 |
| Basic earnings per average common share | **$0.09** | $0.19 |
| Diluted earnings per average common share | **$0.09** | $0.19 |
| Dividends declared per common share | **$0.4182** | $0.4141 |

### Results by Business Segment

*(In millions)*

| Net income (loss): | Three Months Ended March 31, 2024 | 2023 |
| --- | ---: | ---: |
| OG&E (Electric Company) | **$25.2** | $39.8 |
| Other operations (A) | **(6.6)** | (1.5) |
| OGE Energy net income | **$18.6** | $38.3 |

(A) Other operations primarily includes the operations of the holding company, other energy-related investments and consolidating eliminations.

The following discussion of results of operations for OG&E includes intercompany transactions that are eliminated in OGE Energy's condensed consolidated financial statements.

### OG&E (Electric Company)

*(Dollars in millions)*

|  | Three Months Ended March 31, 2024 | 2023 |
| --- | ---: | ---: |
| Operating revenues | **$596.8** | $557.2 |
| Fuel, purchased power and direct transmission expense | **232.2** | 200.6 |
| Other operation and maintenance | **132.4** | 131.5 |
| Depreciation and amortization | **129.2** | 121.2 |
| Taxes other than income | **29.0** | 27.1 |
| Operating income | **74.0** | 76.8 |
| Allowance for equity funds used during construction | **4.7** | 4.5 |
| Other net periodic benefit income | **1.8** | 1.6 |
| Other income | **2.0** | 10.1 |
| Other expense | **1.9** | 0.9 |
| Interest expense | **51.4** | 45.7 |
| Income tax expense | **4.0** | 6.6 |
| Net income | **$25.2** | $39.8 |
| Operating revenues by classification: |  |  |
| Residential | **$228.1** | $211.7 |
| Commercial | **153.4** | 136.2 |
| Industrial | **54.2** | 54.4 |
| Oilfield | **50.1** | 48.4 |
| Public authorities and street light | **52.3** | 46.2 |
| System sales revenues | **538.1** | 496.9 |
| Provision for tax refund | **—** | 1.4 |
| Integrated market | **15.0** | 12.7 |
| Transmission | **35.6** | 35.2 |
| Other | **8.1** | 11.0 |
| Total operating revenues | **$596.8** | $557.2 |
| MWh sales by classification (In millions) |  |  |
| Residential | **2.3** | 2.2 |
| Commercial | **2.1** | 1.9 |
| Industrial | **1.0** | 1.0 |
| Oilfield | **1.1** | 1.1 |
| Public authorities and street light | **0.7** | 0.7 |
| System sales | **7.2** | 6.9 |
| Integrated market | **0.2** | 0.1 |
| Total sales | **7.4** | 7.0 |
| Number of customers | **899,871** | 890,413 |
| Weighted-average cost of energy per kilowatt-hour (In cents) |  |  |
| Natural gas | **3.483** | 4.234 |
| Coal | **3.100** | 3.380 |
| Total fuel | **3.238** | 3.789 |
| Total fuel and purchased power | **2.984** | 2.721 |
| Degree days (A) |  |  |
| Heating - Actual | **1,695** | 1,692 |
| Heating - Normal | **1,887** | 1,887 |
| Cooling - Actual | **12** | 6 |
| Cooling - Normal | **10** | 10 |

(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. The calculation of heating and cooling degree normal days is based on a 30-year average and updated every ten years.

OG&E's net income decreased $14.6 million, or 36.7 percent, during the three months ended March 31, 2024 as compared to the same period in 2023. The following section discusses the primary drivers for the decrease in net income during the three months ended March 31, 2024, as compared to the same period in 2023.

Operating revenues increased $39.6 million, or 7.1 percent, primarily driven by the below factors.

*(In millions)*

|  | $ Change |
| --- | ---: |
| Fuel, purchased power and direct transmission expense (A) | $31.6 |
| Non-residential demand and related revenues | 4.9 |
| Quantity impacts (includes weather) | 3.1 |
| New customer growth | 2.8 |
| Price variance | 1.2 |
| Wholesale transmission revenue | 0.4 |
| Other | (0.6) |
| Industrial and oilfield sales | (1.6) |
| Guaranteed Flat Bill program (B) | (2.2) |
| Change in operating revenues | $39.6 |

(A) These expenses are generally recoverable from customers through regulatory mechanisms and are offset in Fuel, Purchased Power and Direct Transmission Expense in the statements of income. The primary drivers of the changes in fuel, purchased power and direct transmission expense during the period are further detailed in the table below.

(B) The Guaranteed Flat Bill program allows qualifying customers the opportunity to purchase their electricity needs at a set monthly price for an entire year, which can result in variances when actual fuel and purchased power prices differ from what is included in Guaranteed Flat Bill program rates.

Fuel, purchased power and direct transmission expense for OG&E consists of fuel used in electric generation, purchased power and transmission related charges. As described above, the actual cost of fuel used in electric generation and certain purchased power costs are generally recoverable from OG&E's customers through fuel adjustment clauses. The fuel adjustment clauses are subject to periodic review by the OCC and the APSC. OG&E's fuel, purchased power and direct transmission expense increased $31.6 million, or 15.8 percent, primarily driven by the below factors.

*(In millions)*

|  | $ Change |
| --- | ---: |
| Fuel expense (A) | $12.3 |
| Purchased power costs: |  |
| Purchases from SPP (B) | 18.9 |
| Wind | 0.5 |
| Other | 0.3 |
| Transmission expense | (0.4) |
| Change in fuel, purchased power and direct transmission expense | $31.6 |

(A) Increased primarily due to an increase in MWhs generated related to the generating assets utilized during the three months ended March 31, 2024.

(B) Increased primarily due to higher market prices during the three months ended March 31, 2024.

Other operation and maintenance expense increased $0.9 million, or 0.7 percent, primarily due to an increase in various costs such as payroll and benefits, net of capitalized labor, partially offset by the timing of vegetation management activities.

Depreciation and amortization expense increased $8.0 million, or 6.6 percent, primarily due to additional assets being placed into service and increased amortization of the regulatory assets related to storms and deferred taxes.

Net other income decreased $8.7 million, or 56.9 percent, primarily due to the carrying charge for the higher fuel under recovery balance in 2023.

Interest expense increased $5.7 million, or 12.5 percent, primarily due to higher interest on long-term debt driven by the $350.0 million senior notes issuance in April 2023 and OG&E's growing asset base.

Income tax expense decreased $2.6 million, or 39.4 percent, primarily related to lower pretax income and additional amortization of unfunded deferred taxes, partially offset by decreased state tax credit generation.

### Liquidity and Capital Resources

### Cash Flows

#### OGE Energy

*(Dollars in millions)*

|  | Three Months Ended March 31, 2024 | 2023 | 2024 vs. 2023 $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Net cash provided from operating activities (A) | **$83.0** | $172.3 | $(89.3) | (51.8)% |
| Net cash used in investing activities (B) | **$(243.5)** | $(312.2) | $68.7 | (22.0)% |
| Net cash provided from financing activities (C) | **$164.6** | $358.8 | $(194.2) | (54.1)% |

(A) Changed primarily due to decreased fuel recoveries from customers.

(B) Changed primarily due to timing of power delivery projects.

(C) Changed primarily due to decreased proceeds from long-term debt reflective of the debt issuance in January 2023, partially offset by an increase in short-term debt.

### Working Capital

Working capital is defined as the difference in current assets and current liabilities. OGE Energy's working capital requirements are driven generally by changes in accounts receivable, accounts payable, commodity prices, credit extended to and the timing of collections from OG&E's customers, the level and timing of spending for maintenance and expansion activity, inventory levels and fuel recoveries. The following discussion addresses changes in OGE Energy's working capital balances at March 31, 2024 compared to December 31, 2023.

Accounts Receivable and Accrued Unbilled Revenues decreased $36.7 million, or 13.0 percent, primarily due to a decrease in billings to OG&E's retail customers reflecting lower seasonal usage in March 2024 as compared to December 2023.

Short-Term Debt increased $256.5 million, or 51.4 percent, primarily due to increased borrowings for general operating needs. The Registrants borrow on a short-term basis, as necessary, through the issuance of commercial paper under their revolving credit agreements.

Accounts Payable decreased $64.5 million, or 23.3 percent, primarily due to the timing of vendor payments and a decrease in fuel and purchased power payables.

Accrued Taxes decreased $18.6 million, or 39.1 percent, primarily due to timing of ad valorem tax payments.

Accrued Compensation decreased $16.1 million, or 34.4 percent, primarily due to 2023 incentive compensation payouts that occurred in the first quarter of 2024.

Long-Term Debt due within One Year increased $79.4 million, due to the reclassification of industrial authority bonds that are scheduled to mature in January 2025.

Fuel Clause Over Recoveries increased $16.0 million, or 78.0 percent, primarily due to higher recoveries from OG&E retail customers as compared to the actual cost of fuel and purchased power.

### Future Material Cash Requirements

OGE Energy's primary, material cash requirements are related to acquiring or constructing new facilities and replacing or expanding existing facilities at OG&E. Other working capital requirements are expected to be primarily related to maturing debt, operating lease obligations, fuel clause under recoveries and other general corporate purposes. Further, working capital requirements can be seasonal. OGE Energy generally meets its cash needs through a combination of cash generated from operations, short-term borrowings (through a combination of bank borrowings and commercial paper) and permanent financings. OGE Energy believes its cash flows from operations, existing borrowing capacity, and access to debt and equity capital markets, as needed, should be sufficient to satisfy material cash requirements over the short-term and long-term.

#### Capital Expenditures

OGE Energy's estimates of capital expenditures for the years 2024 through 2028 are discussed in detail within "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Registrants' 2023 Form 10-K, and OGE Energy's estimates have not changed significantly at this time. The capital investments are customer-focused and targeted to maintain and improve the safety, resiliency and reliability of OG&E's distribution and transmission grid and generation fleet, enhance the ability of OG&E's system to perform during extreme weather events and to serve OG&E's growing customer base. Additional capital expenditures beyond those identified in the Registrants' 2023 Form 10-K, including additional incremental growth opportunities, will be evaluated based upon the requirements of OG&E's power supply, transmission and distribution operational teams and the expected resultant customer benefits. OG&E intends to issue requests for proposals for resources to satisfy the new generation capacity needs identified in OG&E's 2024 IRP. OG&E also intends to file for approval of generation capacity investments and would expect to update its capital plan based on final orders received by state regulators. The annual level of investments in the transmission and distribution system could vary depending on the amount and timing of incremental generation capacity investments.

### Financing Activities and Future Sources of Financing

Management expects that cash generated from operations, proceeds from the issuance of long- and short-term debt, proceeds from the sales of common stock to the public through OGE Energy's Automatic Dividend Reinvestment and Stock Purchase Plan, or other offerings will be adequate over the short-term and the long-term to meet anticipated cash needs and to fund future growth opportunities. OGE Energy utilizes short-term borrowings (through a combination of bank borrowings and commercial paper) to satisfy temporary working capital needs and as an interim source of financing capital expenditures until permanent financing is arranged.

#### Short-Term Debt and Credit Facilities

OGE Energy borrows on a short-term basis, as necessary, by issuance of commercial paper and borrowings under its revolving credit agreements and term credit agreements maturing in one year or less.

OGE Energy has unsecured five-year revolving credit facilities totaling $1.1 billion ($550.0 million for OGE Energy and $550.0 million for OG&E), which can also be used as letter of credit facilities. OGE Energy also has a $100.0 million floating rate unsecured three-year credit agreement, of which $50.0 million is considered a revolving loan. The following table presents information about OGE Energy's revolving credit agreements at March 31, 2024.

*(Dollars in millions)*

|  | March 31, 2024 |
| --- | ---: |
| Balance of outstanding supporting letters of credit | $0.4 |
| Weighted-average interest rate of outstanding supporting letters of credit | 1.20% |
| Net available liquidity under revolving credit agreements, commercial paper borrowings and letters of credit | $393.9 |
| Balance of cash and cash equivalents | $4.3 |

The following table presents information about OGE Energy's total short-term debt activity for the three months ended March 31, 2024.

*(Dollars in millions)*

|  | Three Months Ended March 31, 2024 |
| --- | ---: |
| Average balance of short-term debt | $640.0 |
| Weighted-average interest rate of average balance of short-term debt | 5.70% |
| Maximum month-end balance of short-term debt | $755.7 |

OG&E must obtain regulatory approval from the FERC in order to borrow on a short-term basis. OG&E has the necessary regulatory approvals to incur up to $1.0 billion in short-term borrowings at any one time for a two-year period beginning January 1, 2023 and ending December 31, 2024.

#### Expected Issuance of Long-Term Debt

OGE Energy expects to issue up to $350 million of long-term debt in the second quarter of 2024, and OG&E expects to issue $300 million to $350 million of long-term debt in the second half of 2024. The proceeds will be used to help fund general operating needs.

#### Security Ratings

Access to reasonably priced capital is dependent in part on credit and security ratings. Generally, lower ratings lead to higher financing costs. Pricing grids associated with OGE Energy's credit facilities could cause annual fees and borrowing rates to increase if an adverse rating impact occurs. The impact of any future downgrade could include an increase in the costs of OGE Energy's short-term borrowings, but a reduction in OGE Energy's credit ratings would not result in any defaults or accelerations. Any future downgrade could also lead to higher long-term borrowing costs and, if below investment grade, would require OGE Energy to post collateral or letters of credit.

A security rating is not a recommendation to buy, sell or hold securities. Such rating may be subject to revision or withdrawal at any time by the credit rating agency, and each rating should be evaluated independently of any other rating.

### Critical Accounting Policies and Estimates

The condensed financial statements and notes thereto contain information that is pertinent to Management's Discussion and Analysis of Financial Condition and Results of Operations. In preparing the condensed financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Changes to these assumptions and estimates could have a material effect on the condensed financial statements. The Registrants believe they have taken reasonable positions where assumptions and estimates are used in order to minimize the negative financial impact to the Registrants that could result if actual results vary from the assumptions and estimates.

In management's opinion, the areas where the most significant judgment is exercised include the determination of pension and postretirement plan assumptions, income taxes, contingency reserves, and regulatory assets and liabilities. The selection, application and disclosure of the critical accounting estimates have been discussed with the Audit Committee of OGE Energy's Board of Directors and are discussed in detail within "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Registrants' 2023 Form 10-K.

### Commitments and Contingencies

In the normal course of business, the Registrants are confronted with issues or events that may result in a contingent liability. These generally relate to lawsuits or claims made by third parties, including governmental agencies. When appropriate, management consults with legal counsel and other experts to assess the claim. If, in management's opinion, the Registrants have incurred a probable loss as set forth by GAAP, an estimate is made of the loss, and the appropriate accounting entries are reflected in the condensed financial statements. If the assessment indicates that a potential loss is not probable but reasonably possible, the nature of the contingent matter, together with an estimate of the range of possible loss if determinable and material, would be disclosed. At the present time, based on available information, except as disclosed in Note 12 within "Item 1. Financial Statements," the Registrants believe that any reasonably possible losses in excess of accrued amounts arising out of pending or threatened lawsuits or claims would not be quantitatively material to their condensed financial statements and would not have a material adverse effect on their financial position, results of operations or cash flows. See Notes 12 and 13 within "Item 1. Financial Statements" for further discussion of the Registrants' commitments and contingencies.

### Environmental Laws and Regulations

The activities of OG&E are subject to numerous stringent and complex federal, state and local laws and regulations governing environmental protection. These laws and regulations can change, restrict or otherwise impact the Registrants' business activities in many ways, including the handling or disposal of waste material, planning for future construction activities to avoid or mitigate harm to threatened or endangered species and requiring the installation and operation of emissions or pollution control equipment. Failure to comply with these laws and regulations could result in the assessment of administrative, civil and criminal penalties, the imposition of remedial requirements and the issuance of orders enjoining future operations. Management believes that all of OG&E's operations are in substantial compliance with current federal, state and local environmental standards.

President Biden's Administration has taken a number of actions that adopt policies and affect environmental regulations, including issuance of executive orders that instruct the EPA and other executive agencies to review certain rules that affect OG&E with a view to achieving nationwide reductions in greenhouse gas emissions. The Registrants are monitoring these actions which are in various stages of being implemented. At this point in time, the impacts of these actions on the Registrants' results of operations, if any, cannot be determined with any certainty.

Environmental regulation can increase the cost of planning, design, initial installation and operation of OG&E's facilities. Management continues to evaluate its compliance with existing and proposed environmental legislation and regulations and implement appropriate environmental programs in a competitive market.

### Air

OG&E's operations are subject to the Federal Clean Air Act of 1970, as amended, and comparable state laws and regulations. These laws and regulations regulate emissions of air pollutants from various industrial sources, including electric generating units and also impose various monitoring and reporting requirements. Such laws and regulations may require that OG&E obtain pre-approval for the construction or modification of certain projects or facilities expected to produce air emissions or result in the increase of existing air emissions, obtain and strictly comply with air permits containing various emissions and operational limitations or install emission control equipment. OG&E likely will be required to incur certain capital expenditures in the future for air pollution control equipment and technology in connection with obtaining and maintaining operating permits and approvals for air emissions.

#### Cross State Air Pollution Rule

The EPA revised the NAAQS for ozone in 2015. Although Oklahoma complies with the revised standard, the Federal Clean Air Act of 1970, as amended, requires states to submit to the EPA for approval a SIP to prohibit in-state sources from contributing significantly to nonattainment of the NAAQS in another state. On October 28, 2018, Oklahoma submitted its SIP to the EPA related to these "Good Neighbor" requirements. On January 31, 2023, the EPA disapproved the SIPs of 19 states, including Oklahoma. On March 2, 2023, the Oklahoma Attorney General and the ODEQ jointly filed a Petition for Review of the SIP disapproval in the Tenth Circuit. On March 16, 2023, OG&E filed a Petition for Review of the SIP disapproval in the Tenth Circuit. On June 6, 2023, OG&E, together with the Oklahoma Attorney General and other parties, jointly filed a motion with the Tenth Circuit requesting a stay of the EPA’s disapproval of the Oklahoma SIP; the stay was granted on July 27, 2023. On February 27, 2024, the Tenth Circuit issued a decision to transfer venue to the U.S. Court of Appeals for the District of Columbia and vacated oral argument originally scheduled for March 21, 2024 but did not vacate the stay it granted. On March 28, 2024, the Oklahoma Attorney General, on behalf of the parties noted above, petitioned the Supreme Court to review the Tenth Circuit’s decision to transfer the SIP disapproval cases to the D.C. Circuit, and on April 24, 2024, the D.C. Circuit ordered that the cases be held in abeyance pending action by the Supreme Court. The timing of a Supreme Court decision or when oral argument will take place at the D.C. Circuit is unknown.

In a separate but related matter, on April 6, 2022, the EPA also published a proposed FIP related to the "Good Neighbor" requirements intended to reduce interstate NOX emissions contributions. OG&E filed comments to the proposed FIP with the EPA on June 21, 2022. On June 5, 2023, the EPA published a final FIP for 23 states, including Oklahoma. The issuance of the FIP resulted from the EPA's aforementioned SIP disapprovals. Among other changes, the EPA finalized a revision of the current Oklahoma NOX emissions budget for electric generating units, including OG&E's units, which began in 2023. Under the terms of the FIP, the emissions budget will decline over time based on the level of reductions that the EPA has determined is achievable through particular emissions controls. OG&E’s preliminary analysis indicates that Oklahoma’s state budget for 2026 will be reduced by 34.5 percent from 2023 levels and that for 2027 it will be reduced by 50 percent from 2021 levels. On July 7, 2023, the Attorney General of Oklahoma and other petitioners filed a motion in the Tenth Circuit Court to stay the EPA's final FIP for Oklahoma. On July 31, 2023, the petitioners filed a joint, unopposed motion requesting that the court abate further proceedings pending resolution of the Utah and Oklahoma SIP disapproval challenges, and the court granted this motion on August 2, 2023. The petitioners will be required to notify the court within five days after the SIP disapproval challenge is resolved. The FIP became effective August 4, 2023; however, as long as the stay of the EPA's disapproval of the Oklahoma SIP discussed above remains in place, the EPA may not enforce the Good Neighbor FIP. In an interim final rule published in the Federal Register on September 29, 2023, the EPA stayed the Good Neighbor Plan's requirements for emissions sources in Oklahoma. In addition, in October 2023, several state and industry petitioners filed emergency applications for a stay of the EPA’s Good Neighbor FIP in the U.S. Supreme Court. Oral argument to decide whether to grant these applications was heard on February 21, 2024.

In light of the issuance of the FIP, OG&E has been evaluating various control strategies to reduce emissions at its generating units, which can range from some combination of purchase of emission allowances, installation of selective catalytic reduction controls, conversion of coal-fired units to gas-fired units or retirement and replacement of capacity. OG&E submitted its final 2024 IRP to the OCC and APSC on March 29, 2024. The IRP evaluates various potential compliance options related to the EPA's Good Neighbor FIP. Due to the uncertainty relating to the disapproval of the SIP and implementation of the FIP, OG&E cannot determine the cost to comply with certainty, as such costs are dependent upon the timing and outcome of the litigation discussed above, the particular control strategies ultimately selected for each unit, the terms and timing of regulatory approvals required from the OCC and the time period necessary to complete the projects. However, OG&E preliminarily estimates that the cost of compliance with the FIP as issued could be approximately $2.4 billion to $2.8 billion in total, including $100 million to $300 million over the 12- to 18-month period following effectiveness of the FIP. OG&E expects that it would seek recovery of any necessary environmental expenditures to handle state and federally mandated environmental upgrades, but there is no guarantee that all of such expenditures will be approved for recovery or will be approved for recovery on a timely basis.

#### Particulate Matter NAAQS

On February 7, 2024, the EPA issued a final rule resulting from its reconsideration of the primary (health-based) and secondary (welfare-based) NAAQS for PM, which were set in 2013 and which the EPA declined to revise in 2020. The final rule lowers the primary annual PM2.5 NAAQS from 12.0 µg/m3 to 9.0 µg/m3 and retains the other PM standards at their current levels, including the 24-hour PM2.5 NAAQS.

The EPA will determine which areas of the country meet the standards, such as making initial attainment/nonattainment designations, no later than two years after new standards are issued. States must develop and submit attainment plans no later than 18 months after the EPA finalizes nonattainment designations. The revised NAAQS could impact regional air quality goals and emission limits for emission sources; however, it is unknown at this time what, if any, potential material impacts to OG&E individual operating permit emission limits will result from the EPA actions.

#### Regional Haze

In July 2020, the ODEQ notified OG&E that the Horseshoe Lake generating units would be included in Oklahoma's second Regional Haze implementation period evaluation of visibility impairment impacts to the Wichita Mountains. OG&E submitted an analysis of all potential control measures for NOx on these units to the ODEQ. The ODEQ submitted a revised SIP to the EPA on August 12, 2022. On March 29, 2024, the EPA published in the Federal Register a proposed consent decree for public comment which would require the EPA to propose action on the Oklahoma SIP by December 15, 2025 and take final action by December 31, 2026. It is unknown at this time what the outcome, or any potential material impacts, if any, will be from the evaluations by OG&E, the ODEQ and the EPA.

#### Mercury and Air Toxics Standards

On April 24, 2023, the EPA published in the Federal Register a proposed rule, National Emission Standards for Hazardous Air Pollutants: Coal- and Oil-Fired Electric Utility Steam Generating Units - Review of the Residual Risk and Technology Review. The proposal contains the results of the EPA’s review of the May 2020 risk and technology review for the Mercury and Air Toxics Standards and proposes changes to certain emission standards and compliance measures. On April 25, 2024, the EPA released the final revised Mercury and Air Toxics Standards regulation. OG&E is currently reviewing the new rule; however, it is unknown what potential material impacts, if any, will be from the final action by the EPA.

#### Greenhouse Gas

OG&E monitors possible changes in legal standards for emissions of greenhouse gases, including CO2, sulfur hexafluoride and methane, including President Biden Administration's target of a 50 to 52 percent reduction in economy-wide net greenhouse gas emissions from 2005 levels by 2030 with full decarbonization of the electric power industry by 2035. If legislation or regulations are passed at the federal or state levels in the future requiring mandatory reductions of CO2 and other greenhouse gases at OG&E's facilities, this could result in significant additional compliance costs that would affect OG&E's future financial position, results of operations and cash flows if such costs are not recovered through regulated rates.

On May 23, 2023, the EPA proposed rules to reduce emissions of greenhouse gases from fossil fuel-fired electric generating units under Clean Air Act Section 111. The proposal encompasses both Section 111(b) and 111(d) rulemakings for new units and existing units, respectively. In particular, the proposed rules would (i) strengthen the current New Source Performance Standards for newly built fossil fuel-fired stationary combustion turbines (generally natural gas-fired); (ii) establish emission guidelines for states to follow in limiting carbon pollution from existing fossil fuel-fired steam electric generating units (including coal, oil, and natural gas-fired units); and (iii) establish emission guidelines for large, frequently used existing fossil fuel-fired stationary combustion turbines (generally natural gas-fired). OG&E filed comments regarding the proposal on August 8, 2023 and participated with trade associations to develop industry-focused comments. Regional transmission organizations, including the SPP, separately filed a joint comment letter to the EPA on August 8, 2023, noting that there is a need for the EPA to add specific measures to the proposed greenhouse gas rules to address reliability. On November 20, 2023, the EPA published in the Federal Register a request for additional comments focused on reliability. OG&E participated with industry groups to provide comments to the EPA on December 20, 2023.

On April 25, 2024, the EPA released the final greenhouse gas regulations, which OG&E is currently reviewing. As previously indicated by the EPA, the finalized version of these regulations does not address existing fossil fuel-fired stationary combustion turbines. On March 26, 2024, the EPA opened a non-rulemaking regulatory docket initiating a separate rulemaking and seeking public input for 60 days on the EPA's efforts to reduce emissions from such existing combustion turbines. It is unknown what the outcome, or any potential material impacts, if any, will be from the final action by the EPA.

As a member of the SPP Integrated Marketplace, OG&E customers have access to clean energy resources while maintaining reliability and affordability. With respect to its calendar year 2023 direct emissions, compared to 2005 levels, OG&E has reduced carbon dioxide emissions by over 60 percent, emissions of ozone-forming NOX have been reduced by approximately 80 percent, and emissions of sulfur dioxide have been reduced by approximately 95 percent. Direct emission reductions are due to factors such as OG&E’s conversion of certain coal units to natural gas units, its participation in the SPP integrated market, and its active engagement with customers in OG&E’s SmartHours and Load Reduction Programs which helps reduce the amount of generation required to serve peak demand. OG&E is also planning to deploy more renewable energy sources that do not emit greenhouse gases. OG&E has leveraged its geographic position to develop renewable energy resources and completed transmission investments to deliver the renewable energy.

### Endangered Species

Certain federal laws, including the Bald and Golden Eagle Protection Act, the Migratory Bird Treaty Act and the Endangered Species Act, provide special protection to certain designated species. These laws and any state equivalents provide for significant civil and criminal penalties for unpermitted activities that result in harm to or harassment of certain protected animals and plants, including damage to their habitats. If such species are located in an area in which OG&E conducts operations, or if additional species in those areas become subject to protection, OG&E's operations and development projects, particularly transmission, wind or solar projects, could be restricted or delayed, or OG&E could be required to implement expensive mitigation measures.

On September 14, 2022, the USFWS published a proposal to list the Tricolored Bat as endangered under the Endangered Species Act. According to the proposal, the current known range of the Tricolored Bat extends to 36 states, including Oklahoma and Arkansas. A listing decision is expected by September 2024. OG&E is closely monitoring this issue due to possible future impacts; however, it is unknown at this time what, if any, material impacts will result from the USFWS action.

### Waste

OG&E's operations generate wastes that are subject to the Federal Resource Conservation and Recovery Act of 1976 as well as comparable state laws which impose detailed requirements for the handling, storage, treatment and disposal of waste.

During 2023, approximately 94 percent of the ash from OG&E's River Valley, Muskogee and Sooner facilities was recovered and reused in various ways, including soil stabilization, landfill cover, road base construction and cement and concrete production. Reusing fly ash reduces the need to manufacture cement resulting in reductions in greenhouse gas emissions from cement and concrete production. Based on estimates from the American Coal Ash Association, OG&E fly ash reuse helped avoid over 3.5 million tons of CO2 emissions in the last 16 years.

OG&E has sought and will continue to seek pollution prevention opportunities and to evaluate the effectiveness of its waste reduction, reuse and recycling efforts. OG&E obtains refunds from the recycling of scrap metal, salvaged transformers and used transformer oil. Additional savings are expected to be gained through the reduction and/or avoidance of disposal costs and the reduction in material purchases due to the reuse of existing materials.

### Water

OG&E's operations are subject to the Federal Clean Water Act and comparable state laws and regulations. These laws and regulations impose detailed requirements and strict controls regarding the discharge of pollutants into state and federal waters.

In 2015, the EPA issued a final rule addressing the effluent limitation guidelines for power plants under the Federal Clean Water Act. The final rule establishes technology- and performance-based standards that may apply to discharges of six waste streams including bottom ash transport water. On April 12, 2017, the EPA granted a Petition for Reconsideration of the 2015 Rule. On October 13, 2020, the EPA published a final rule to revise the technology-based effluent limitations for flue gas desulfurization wastewater and bottom ash transport water. On August 3, 2021, the EPA published notice in the Federal Register that it will undertake a supplemental rulemaking to revise the effluent limitation guidelines rule after completing its review of the October 2020 rule. On March 29, 2023, the EPA published a proposed rule to revise the effluent limitation guidelines for flue gas desulfurization wastewater, bottom ash transport water and combustion residual leachate. The proposed rule would prohibit any discharge from bottom ash transport water systems and has a compliance date of December 31, 2029. On April 25, 2024, the EPA released the final supplemental effluent limitations guidelines rule, which OG&E is currently reviewing. OG&E has begun installation of dry bottom ash handling technology, which will comply with the final rule by the compliance date.

Since the purchase of the Redbud facility in 2008, OG&E made investments in the infrastructure that have led to OG&E's average use of approximately 2.4 billion gallons per year of treated municipal effluent for cooling water at Redbud and McClain. This use of treated municipal effluent offsets the need for fresh water as cooling water, making fresh water available for other beneficial uses like drinking water, irrigation and recreation.

### Site Remediation

The Comprehensive Environmental Response, Compensation and Liability Act of 1980 and comparable state laws impose liability, without regard to the legality of the original conduct, on certain classes of persons responsible for the release of hazardous substances into the environment. Because OG&E utilizes various products and generates wastes that are considered hazardous substances for purposes of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, OG&E could be subject to liability for the costs of cleaning up and restoring sites where those substances have been released to the environment. At this time, it is not anticipated that any associated liability will cause a significant impact to OG&E.

## Market risk

As filed, 141 characters.

There have been no significant changes in the market risks affecting the Registrants from those discussed in the Registrants' 2023 Form 10-K.

## Controls and procedures

As filed, 1,570 characters.

The Registrants maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Registrants in reports that they file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms. In addition, the disclosure controls and procedures ensure that information required to be disclosed is accumulated and communicated to management, including the chief executive officer and chief financial officer, allowing timely decisions regarding required disclosure. As of the end of the period covered by this report, based on an evaluation carried out under the supervision and with the participation of the Registrants' management, including the chief executive officer and chief financial officer, of the effectiveness of the Registrants' disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934), the chief executive officer and chief financial officer have concluded that the Registrants' disclosure controls and procedures are effective.

No change in the Registrants' internal control over financial reporting has occurred during the most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrants' internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934).

## Risk factors

As filed, 172 characters.

There have been no significant changes in the Registrants' risk factors from those discussed in the Registrants' 2023 Form 10-K, which are incorporated herein by reference.

Filed May 1, 2024.
Source: SEC EDGAR, the filing index for accession 0000950170-24-050701. Last ingested by Listed: Oct 24, 2026, 15:02 ET. No prices; not investment advice.