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United States securities and exchange commission logo
May 20, 2021
W. Bryan Buckler
Chief Financial Officer
OGE Energy Corp.
321 North Harvey
PO Box 321
Oklahoma City, OK 73101
Re: OGE Energy Corp.
Form 10-K for the
Fiscal Year ended December 31, 2020
Filed February 25,
2021
File No. 001-12579
Dear Mr. Buckler:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2020
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Non-GAAP Financial Measures, page 53
1. We note that you
present non-GAAP measures for OG&E and Enable using labels that are
generally associated
with GAAP measures, and identify revenue as the most comparable
GAAP measure in your
reconciliations. For example, in the table of OG&E operating
statistics on page 55,
you identify a measure as gross margin, although on page 53 you
define this measure as
operating revenues less cost of sales, and explain that cost of sales
is limited to fuel,
purchased power and certain transmission expenses. You further clarify
by stating that gross
margin is considered to be a non-GAAP financial measure "because it
excludes depreciation
and amortization and other operation and maintenance expenses."
W. Bryan Buckler
OGE Energy Corp.
May 20, 2021
Page 2
We believe that you will need to revise your filing to distinguish the
non-GAAP gross
margin measures that you have presented from those that would be
calculated in
accordance with GAAP. Specifically, you should (i) recalculate gross
margin to reflect all
costs of sales as would be reported in accordance with GAAP, (ii)
choose an alternate
label for your non-GAAP measures, and (iii) provide a reconciliation
between
gross margin in accordance with GAAP and your non-GAAP measures.
Please refer to
Item 10(e)(1)(i)(A), Item 10(e)(1)(ii)(E), and Item 10(e)(1)(i)(A) and
(B) of Regulation S-
K, if you require further clarification or guidance.
OGE Energy Consolidated Statements of Income, page 73
2. We understand from your non-GAAP disclosures on page 53 that you are
presenting
incomplete cost of sales measures on the face of the Statements of
Income on page 73,
among the segment disclosures on pages 128 and 129, and as the
reconciling items in your
disclosures on pages 54 and 55. If you utilize costs of sales as the
description of the
amounts presented on the line, you should identify the excluded
amounts, i.e. all amounts
that would be attributed to cost of sales under GAAP, consistent with
the guidance in SAB
Topic 11:B. This comment also applies to the Oklahoma Gas and Electric
Company
Statements of Income presented on page 80. Please revise accordingly.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759
or Lily
Dang at (202) 551-3867 if you have questions regarding comments on the
financial statements
and related matters.
FirstName LastNameW. Bryan Buckler Sincerely,
Comapany NameOGE Energy Corp.
Division of
Corporation Finance
May 20, 2021 Page 2 Office of Energy
& Transportation
FirstName LastName