OGE ENERGY CORP
For the period ended Dec 31, 2024. Filed Feb 19, 2025.
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FY2024 · Filed Feb 19, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
| Commission File Number | Exact name of registrants as specified in their charters, address of principal executive offices and registrants' telephone number | I.R.S. Employer Identification No. |
|---|---|---|
| 1-12579 | OGE ENERGY CORP. | 73-1481638 |
| 1-1097 | OKLAHOMA GAS AND ELECTRIC COMPANY | 73-0382390 |
321 North Harvey
P.O. Box 321
Oklahoma City, Oklahoma 73101-0321
405-553-3000
State or other jurisdiction of incorporation or organization: Oklahoma
Securities registered pursuant to Section 12(b) of the Act:
| Registrant | Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|---|
| OGE Energy Corp. | Common Stock | OGE | New York Stock Exchange |
| Oklahoma Gas and Electric Company | None | N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
OGE Energy Corp. ☐ Yes ☑No Oklahoma Gas and Electric Company ☐ Yes ☑ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| OGE Energy Corp. | Large Accelerated Filer | ☑ | Accelerated Filer | ☐ | Non-accelerated Filer | ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ |
|---|---|---|---|---|---|---|---|---|---|---|
| Oklahoma Gas and Electric Company | Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | Non-accelerated Filer | ☑ | Smaller reporting company | ☐ | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
OGE Energy Corp.☑ Oklahoma Gas and Electric Company☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
OGE Energy Corp.☐ Yes ☑ No Oklahoma Gas and Electric Company☐ Yes ☑ No
At June 28, 2024, the last business day of OGE Energy Corp.'s most recently completed second fiscal quarter, the aggregate market value of shares of common stock held by non-affiliates was $7,170,961,289 based on the number of shares held by non-affiliates (200,867,263) and the reported closing market price of the common stock on the New York Stock Exchange on such date of $35.70.
At June 30, 2024, there was no voting or non-voting common equity of Oklahoma Gas and Electric Company held by non-affiliates.
At January 31, 2025, there were 201,148,883 shares of OGE Energy Corp.'s common stock, par value $0.01 per share, outstanding.
At January 31, 2025, there were 40,378,745 shares of Oklahoma Gas and Electric Company's common stock, par value $2.50 per share, outstanding, all of which were held by OGE Energy Corp. There were no other shares of capital stock of the registrant outstanding at such date.
DOCUMENTS INCORPORATED BY REFERENCE
The Proxy Statement for OGE Energy Corp.'s 2025 annual meeting of shareowners is incorporated by reference into Part III of this Form 10-K.
This combined Form 10-K represents separate filings by OGE Energy Corp. and Oklahoma Gas and Electric Company. Information contained herein related to an individual registrant is filed by such registrant on its own behalf. Oklahoma Gas and Electric Company makes no representations as to the information relating to OGE Energy Corp.'s other operations.
Oklahoma Gas and Electric Company meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this form with the reduced disclosure format permitted by General Instruction I(2).
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2024
TABLE OF CONTENTS
| Page | |
|---|---|
| GLOSSARY OF TERMS | 3 |
| FORWARD-LOOKING STATEMENTS | 4 |
| Part I | |
| Item 1. Business | 6 |
| Item 1A. Risk Factors | 15 |
| Item 1B. Unresolved Staff Comments | 24 |
| Item 1C. Cybersecurity | 25 |
| Item 2. Properties | 26 |
| Item 3. Legal Proceedings | 28 |
| Item 4. Mine Safety Disclosures | 29 |
| Part II | |
| Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 30 |
| Item 6. [Reserved] | 30 |
| Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations | 31 |
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk | 45 |
| Item 8. Financial Statements and Supplementary Data | 48 |
| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 106 |
| Item 9A. Controls and Procedures | 106 |
| Item 9B. Other Information | 109 |
| Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 109 |
| Part III | |
| Item 10. Directors, Executive Officers and Corporate Governance | 110 |
| Item 11. Executive Compensation | 110 |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 110 |
| Item 13. Certain Relationships and Related Transactions, and Director Independence | 110 |
| Item 14. Principal Accountant Fees and Services | 111 |
| Part IV | |
| Item 15. Exhibit and Financial Statement Schedules | 112 |
| Signatures | 119 |
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