GLOSSARY OF TERMS This section defines frequently used abbreviations and terms found throughout the report for clarity and understanding Selected Glossary Terms | Abbreviation | Definition | | :--- | :--- | | 2019 Form 10-K | Annual Report on Form 10-K for the year ended December 31, 2019 | | APSC | Arkansas Public Service Commission | | COVID-19 | Novel Coronavirus disease | | EGT | Enable Gas Transmission, LLC | | Enable | Enable Midstream Partners, LP | | EPA | U.S. Environmental Protection Agency | | FERC | Federal Energy Regulatory Commission | | GAAP | Accounting principles generally accepted in the U.S. | | OCC | Oklahoma Corporation Commission | | OG&E | Oklahoma Gas and Electric Company | | OGE Energy | OGE Energy Corp., collectively with its subsidiaries | | SPP | Southwest Power Pool | FORWARD-LOOKING STATEMENTS This section outlines the nature of forward-looking statements and identifies risks that could cause actual results to differ - Forward-looking statements are identified by words such as 'anticipate,' 'believe,' 'estimate,' 'expect,' 'intend,' 'objective,' 'plan,' 'possible,' 'potential,' 'project,' 'target' and similar expressions21 - Factors that could cause actual results to vary materially include general economic conditions, access to capital markets, ability to obtain timely rate relief, prices and availability of commodities, competitive factors, and regulatory decisions22 - Specific risks also include changes in commodity prices for the Enable segment, business conditions in the midstream industry, and the impact of extraordinary events like the COVID-19 pandemic22 SUMMARY OF RISK FACTORS This section summarizes material risks and uncertainties categorized into regulatory, operational, financial, and general areas Summary of Key Risk Factors | Risk Category | Key Risk | Page | | :--- | :--- | :--- | | Regulatory Risks | Profitability depends on timely cost recovery from OG&E's customers | 15 | | Regulatory Risks | OG&E's rates are subject to various regulatory agencies with potentially differing goals | 15 | | Regulatory Risks | Costs of compliance with environmental laws and regulations are significant and may increase | 16 | | Operational Risks | Results of operations may be impacted by disruptions to fuel supply or the electric grid | 17 | | Operational Risks | OG&E's electric assets are subject to various operational risks, including outages and accidents | 17 | | Financial Risks | OGE Energy is a holding company with primary assets in other companies | 19 | | Risks Associated with OGE Energy's Investment in Enable | OGE Energy does not control Enable | 19 | | Risks Associated with OGE Energy's Investment in Enable | Enable's businesses are dependent on drilling and production decisions of others | 21 | | General Risks | Economic conditions could negatively impact the Registrants' business | 42 | | General Risks | The Registrants are subject to cybersecurity risks | 42 | Part I Item 1. Business OGE Energy operates through an electric utility segment (OG&E) and a natural gas midstream operations segment (Enable) - OGE Energy operates through two business segments: electric utility (OG&E) and natural gas midstream operations (Enable)29 - OG&E is the largest electric utility in Oklahoma, with 92% of its 2020 electric operating revenues from the state3037 - Natural gas midstream operations are conducted through a 25.5% investment in Enable31 - Enable entered a definitive merger agreement with Energy Transfer, after which OGE Energy will own approximately 3% of Energy Transfer's outstanding limited partner units32 - OGE Energy's strategy focuses on consistent EPS growth of 5% at the electric utility, supported by Enable's cash distributions36 - OGE Energy had 2,360 employees at December 31, 2020, with an average tenure of 15 years and a voluntary turnover rate of 5.7%8182 OG&E System Sales (Millions of MWh) | Year Ended December 31 | 2020 | 2020 vs. 2019 | 2019 | 2019 vs. 2018 | 2018 | | :--- | :--- | :--- | :--- | :--- | :--- | | System sales (Millions of MWh) | 27.0 | (4.9)% | 28.4 | 1.1% | 28.1 | OG&E Fuel Mix and Cost (2018-2020) | Fuel Type | 2020 Fuel Mix | 2019 Fuel Mix | 2018 Fuel Mix | 2020 Fuel Cost (cents/kWh) | 2019 Fuel Cost (cents/kWh) | 2018 Fuel Cost (cents/kWh) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Natural gas | 66% | 64% | 48% | 2.077 | 2.188 | 2.517 | | Coal | 26% | 28% | 45% | 1.821 | 2.029 | 2.025 | | Renewable | 8% | 8% | 7% | — | — | — | | Total fuel | 100% | 100% | 100% | 1.863 | 1.970 | 2.119 | Item 1A. Risk Factors The Registrants face material risks categorized as regulatory, operational, financial, and general, including those tied to the Enable investment - Regulatory risks include dependence on timely cost recovery, inconsistent regulatory paradigms, and significant environmental compliance costs899294 - Operational risks encompass disruptions to fuel supply or the electric grid, operational hazards, asset competitiveness, and severe weather impacts101103105107 - Financial risks include adverse effects from pension plan changes, OGE Energy's holding company structure, and significant risks associated with its investment in Enable108113115117118119123 - The pending merger between Enable and Energy Transfer introduces risks such as uncertainty of merger consideration value and potential for non-completion209210213214216 - General risks include increased industry scrutiny, negative impacts from economic conditions like COVID-19 leading to a $780.0 million impairment, and cybersecurity threats221223226227237 Item 1B. Unresolved Staff Comments There are no unresolved comments from the SEC staff regarding the Registrants' previous filings Item 2. Properties This section details OG&E's electric generation, transmission, and distribution infrastructure and capabilities - OG&E owns and operates 15 generating stations with an aggregate capability of 7,120 MWs as of December 31, 2020245 - At December 31, 2020, OG&E's transmission system included 402 substations and 5,122 structure miles of lines in Oklahoma249 - OG&E's distribution system included 349 substations and 29,443 structure miles of overhead lines in Oklahoma249 - Gross property, plant, and equipment additions totaled $2.6 billion over the three years ended December 31, 2020250 OG&E Generating Capability by Fuel Type (MWs) | Fuel Type | Capability (MWs) | Percentage of Total | | :--- | :--- | :--- | | Natural gas | 4,795 | 67.4% | | Coal | 1,534 | 21.5% | | Dual-fuel (coal/gas) | 320 | 4.5% | | Wind | 449 | 6.3% | | Solar | 22 | 0.3% | | Total | 7,120 | 100% | Item 3. Legal Proceedings Management does not anticipate any reasonably possible losses from legal proceedings to be quantitatively material Item 4. Mine Safety Disclosures The information required for Mine Safety Disclosures is not applicable to the Registrants Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities This section provides details on OGE Energy's common stock and confirms no issuer purchases of equity securities occurred - OGE Energy Corp's common stock is listed on the New York Stock Exchange under the ticker symbol 'OGE'255 - As of December 31, 2020, there were 13,188 holders of record of OGE Energy's common stock255 - All of OG&E's outstanding common stock is held by OGE Energy, meaning there is no public trading market for OG&E's common stock255 - There were no issuer purchases of equity securities during the period256 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes OGE Energy's financial performance, strategic objectives, recent developments, and 2021 outlook Introduction OGE Energy is a holding company with a regulated electric utility (OG&E) and a natural gas midstream investment (Enable) - OGE Energy operates through two business segments: electric utility (OG&E) and natural gas midstream operations (Enable)258 - OG&E's rates are regulated by the OCC, APSC, and FERC, and it is the largest electric utility in Oklahoma259 - OGE Energy holds a 25.5% interest in Enable, accounting for it using the equity method260 - Enable's business is impacted by commodity price volatility, which affects drilling, production, and volumes on its systems260 - Enable entered into a definitive merger agreement with Energy Transfer on February 16, 2021262 Overview OGE Energy focuses on long-term shareholder value through consistent earnings growth and strategic infrastructure investments - OGE Energy aims to energize life by providing essential products and services and creating long-term shareholder value263 - The company targets consistent earnings per share growth of 5% at its electric utility264 - Cash distributions from the natural gas midstream operations segment are utilized to fund electric utility capital investments264 - Financial objectives include maintaining investment-grade credit ratings and providing a strong, reliable dividend264 - Long-term sustainability is built on exceptional customer experiences, grid improvements, and cleaner generation resources265 Recent Developments Recent developments include COVID-19 impacts, a significant impairment charge, and extreme weather-related fuel costs - The COVID-19 pandemic led to precautionary measures including a $75.0 million term loan (repaid) and $300.0 million in senior notes issued by OG&E268 - OG&E voluntarily suspended disconnects for nonpayment from March 16, 2020, to July 6, 2020268 - OGE Energy recorded a $780.0 million impairment on its investment in Enable in March 2020 due to the severe decline of the midstream oil and gas industry269 - In February 2021, an extreme cold spell resulted in record winter peak demand and an estimated regulatory asset for fuel costs of $800.0 million to $1.0 billion270 - OGE Energy secured a $1.0 billion commitment for additional short-term financing to cover these increased costs270 Summary of OGE Energy 2020 Operating Results Compared to 2019 OGE Energy reported a significant net loss in 2020, driven by a substantial impairment charge on its Enable investment - The decrease in net income was primarily due to a $515.0 million net loss at OGE Holdings, driven by the Enable investment impairment272 - OG&E (electric utility) net income decreased by $10.8 million, due to higher depreciation, milder weather, and COVID-19 impacts272 OGE Energy Net Income (Loss) | Year | Net Income (Loss) (Millions) | Diluted EPS | | :--- | :--- | :--- | | 2020 | $(173.7) | $(0.87) | | 2019 | $433.6 | $2.16 | | Change | $(607.3) | $(3.03) | 2021 Outlook The 2021 outlook projects OG&E earnings before the February storm, with specific impacts from the storm detailed separately - OG&E is projected to earn $352 million to $373 million, or $1.76 to $1.86 per diluted share, in 2021, before the February storm event273 - The February 2021 cold spell is expected to increase OG&E's retail margins by approximately three to four cents per share274 - OG&E expects to incur approximately three to four cents per share in incremental financing costs related to the cold spell275 - Approximately ten cents per share of potentially unrecoverable fuel costs are expected for guaranteed flat bill customers276 - OGE Energy expects to receive approximately $60 million to $73 million in cash distributions from its midstream investments in 2021278 Non-GAAP Financial Measures This section defines and reconciles non-GAAP measures like 'ongoing earnings' and 'gross margin' to provide a clearer view of core performance - OGE Energy defines 'ongoing earnings' as GAAP Net Income (Loss) adjusted to exclude certain non-cash charges like the $780.0 million Enable investment impairment281 - OG&E defines 'gross margin' as operating revenues less cost of sales to provide a more meaningful basis for evaluating operations285 - Enable defines 'gross margin' as total revenues minus costs of natural gas and NGLs to measure core profitability288 OGE Energy Ongoing Earnings Reconciliation (2020) | (In millions) | OG&E (Electric Utility) | OGE Holdings (Natural Gas Midstream Operations) | Other Operations | Consolidated OGE Energy Total | | :--- | :--- | :--- | :--- | :--- | | GAAP net income (loss) | $339.4 | $(515.0) | $1.9 | $(173.7) | | Enable investment impairment charge | — | 780.0 | — | 780.0 | | Tax effect | — | (190.4) | — | (190.4) | | Ongoing earnings | $339.4 | $74.6 | $1.9 | $415.9 | | GAAP net income (loss) per average diluted share | $1.70 | $(2.58) | $0.01 | $(0.87) | | Enable investment impairment charge per share | — | 3.90 | — | 3.90 | | Tax effect per share | — | (0.95) | — | (0.95) | | Ongoing earnings per average diluted share | $1.70 | $0.37 | $0.01 | $2.08 | Results of Operations This section compares operating results for 2020 and 2019, highlighting drivers for changes in net income and gross margins by segment - OG&E's net income decreased by $10.8 million (3.1%) in 2020, primarily due to higher depreciation and milder weather295 - OG&E's gross margin increased by $33.0 million (2.3%) in 2020, driven by price variance from additional assets in service297298299 - OG&E's cost of sales decreased by $142.3 million (18.1%) in 2020, mainly due to lower fuel expense and purchased power costs300301302 - OGE Holdings reported a net loss of $515.0 million in 2020, primarily due to the $780.0 million impairment on the Enable investment312 - Enable's net income decreased by $308.0 million in 2020, largely due to a $225.0 million impairment on its SESH equity method investment313314315319 OGE Energy Net Income (Loss) by Segment (Millions) | Segment | 2020 | 2019 | | :--- | :--- | :--- | | OG&E (Electric Utility) | $339.4 | $350.2 | | OGE Holdings (Natural Gas Midstream Operations) | $(515.0) | $81.4 | | Other operations | $1.9 | $2.0 | | OGE Energy net income (loss) | $(173.7) | $433.6 | Off-Balance Sheet Arrangement OG&E has a noncancellable operating lease for 780 railcars with a potential liability at the end of the lease term - OG&E has a noncancellable operating lease for 780 rotary gondola railcars to transport coal321 - At the lease term end, OG&E could be responsible for up to $6.8 million if the actual fair value is less than the stipulated fair market value321 Liquidity and Capital Resources This section analyzes cash flows, capital requirements, and financing activities, including future capital expenditure estimates - Working capital changes in 2020 included a $39.5 million decrease in fuel clause under-recoveries and a $56.6 million increase in accounts payable326327328 - Total net capital requirements and contractual obligations were $651.5 million in 2020, down from $897.6 million in 2019330 - OGE Energy's Board approved a 4% increase in the quarterly dividend rate to $0.4025 per share, effective October 2020342 - In February 2021, OGE Energy secured a $1.0 billion commitment for an unsecured term loan facility to provide additional liquidity343348 OGE Energy Cash Flow Summary (Millions) | Year Ended December 31 | 2020 | 2019 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net cash provided from operating activities | $712.8 | $681.5 | $31.3 | 4.6% | | Net cash used in investing activities | $(654.9) | $(624.7) | $(30.2) | 4.8% | | Net cash used in financing activities | $(56.8) | $(151.1) | $94.3 | (62.4)% | Estimated Capital Expenditures (2021-2025, Millions) | Category | 2021 | 2022 | 2023 | 2024 | 2025 | Total | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Transmission | $80 | $110 | $115 | $105 | $125 | $535 | | Oklahoma distribution | $300 | $290 | $265 | $300 | $300 | $1,455 | | Arkansas distribution | $25 | $20 | $20 | $20 | $20 | $105 | | Generation | $100 | $85 | $125 | $125 | $130 | $565 | | Oklahoma Grid Advancement | $170 | $180 | $185 | $185 | $185 | $905 | | Subscription Solar Plan | $10 | $20 | $20 | $20 | $20 | $90 | | Other | $65 | $80 | $80 | $80 | $80 | $385 | | Total | $750 | $785 | $810 | $835 | $860 | $4,040 | Credit Ratings (December 31, 2020) | Registrant | Instrument | Moody's | S&P | Fitch | | :--- | :--- | :--- | :--- | :--- | | OG&E | Senior Notes | A3 (Stable) | A- (Stable) | A (Stable) | | OG&E | Commercial Paper | P2 (Stable) | A2 (Stable) | F2 (Stable) | | OGE Energy | Senior Notes | Baa1 (Stable) | BBB+ (Stable) | BBB+ (Stable) | | OGE Energy | Commercial Paper | P2 (Stable) | A2 (Stable) | F2 (Stable) | Critical Accounting Policies and Estimates This section highlights policies requiring significant management judgment, including pension assumptions and impairment of investments - Significant judgment is exercised in determining Pension Plan assumptions, income taxes, contingency reserves, and asset retirement obligations358486 - For OGE Energy, significant judgment is also exercised in determining any impairment of equity method investments, such as the $780.0 million impairment on Enable358373 - OG&E defers certain incurred costs as regulatory assets and certain credits as regulatory liabilities based on expected recovery from customers367469470471472474477478479480481482483485 - Unbilled revenues are estimated based on usage and prices, with a 1% change affecting recognized revenues by $0.5 million369 - The allowance for uncollectible accounts is calculated using a provision rate, with a 10% change affecting uncollectible expense by $0.3 million370 Pension Plan Funded Status Sensitivity | Variable | Change | Impact on Funded Status | | :--- | :--- | :--- | | Actual plan asset returns | +/- 1 percent | +/- $5.7 million | | Discount rate | +/- 0.25 percent | +/- $11.9 million | | Contributions | +/- $10 million | +/- $10.0 million | Commitments and Contingencies Management believes that any reasonably possible losses from contingent liabilities beyond accrued amounts would not be quantitatively material Environmental Laws and Regulations The Registrants are subject to extensive environmental laws and are actively reducing emissions and utilizing renewable energy - The Registrants are subject to numerous stringent environmental laws, including the Federal Clean Air Act and Federal Clean Water Act78376379391397 - The Biden administration plans to reverse many Trump-era environmental policies, potentially leading to stricter laws and increased compliance costs79377 - OG&E has reduced carbon dioxide emissions by over 40% compared to 2005 levels, with a goal to reach 50% by 2030386 - OG&E recycles approximately 97% of its coal ash, diverting over 1.3 million tons from landfills in the last five years395396 - OG&E's Redbud and McClain facilities use approximately 2.5 billion gallons of treated municipal effluent annually for cooling water401 Item 7A. Quantitative and Qualitative Disclosures About Market Risk This section describes exposure to market risks, primarily from changes in interest rates and commodity prices - The Registrants' primary market risks are changes in interest rates and commodity prices404 - OGE Energy's Risk Oversight Committee is responsible for developing and implementing market risk management strategies405 - Risk policies are designed to control market risk exposure and ensure alignment with financial return expectations407 - A hypothetical 100 basis point change in OG&E's variable interest rate would alter interest expense by $1.4 million annually411 Item 8. Financial Statements and Supplementary Data This section presents the audited consolidated financial statements for OGE Energy Corp and Oklahoma Gas and Electric Company OGE ENERGY CORP. CONSOLIDATED STATEMENTS OF INCOME OGE Energy Corp reported a net loss of $173.7 million in 2020, a significant decrease from net income of $433.6 million in 2019 OGE Energy Corp. Consolidated Statements of Income (Millions) | Metric | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Operating revenues | $2,122.3 | $2,231.6 | $2,270.3 | | Cost of sales | $644.6 | $786.9 | $892.5 | | Operating income | $522.2 | $504.3 | $489.6 | | Equity in earnings (losses) of unconsolidated affiliates | $(668.0) | $113.9 | $152.8 | | Interest expense | $158.5 | $147.9 | $156.0 | | Income tax expense (benefit) | $(127.4) | $29.8 | $72.2 | | Net income (loss) | $(173.7) | $433.6 | $425.5 | | Diluted earnings (loss) per average common share | $(0.87) | $2.16 | $2.12 | OGE ENERGY CORP. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME OGE Energy Corp reported a comprehensive loss of $177.9 million in 2020, compared to a comprehensive income of $434.6 million in 2019 OGE Energy Corp. Consolidated Statements of Comprehensive Income (Millions) | Metric | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Net income (loss) | $(173.7) | $433.6 | $425.5 | | Other comprehensive income (loss), net of tax | $(4.2) | $1.0 | $(5.7) | | Comprehensive income (loss) | $(177.9) | $434.6 | $419.8 | OGE ENERGY CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS OGE Energy Corp's net cash from operating activities was $712.8 million in 2020, an increase from 2019 OGE Energy Corp. Consolidated Statements of Cash Flows (Millions) | Cash Flow Activity | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Net cash provided from operating activities | $712.8 | $681.5 | $951.1 | | Net cash used in investing activities | $(654.9) | $(624.7) | $(576.0) | | Net cash used in financing activities | $(56.8) | $(151.1) | $(295.2) | | Net change in cash and cash equivalents | $1.1 | $(94.3) | $79.9 | | Cash and cash equivalents at end of year | $1.1 | $0.0 | $94.3 | OGE ENERGY CORP. CONSOLIDATED BALANCE SHEETS OGE Energy Corp's total assets decreased to $10,718.8 million in 2020, primarily due to a reduction in the investment in unconsolidated affiliates OGE Energy Corp. Consolidated Balance Sheets (Millions) | Asset/Liability/Equity | 2020 | 2019 | | :--- | :--- | :--- | | Total current assets | $428.5 | $430.2 | | Investment in unconsolidated affiliates | $397.4 | $1,151.5 | | Net property, plant and equipment | $9,374.6 | $9,044.6 | | Total assets | $10,718.8 | $11,024.3 | | Total current liabilities | $697.4 | $657.9 | | Long-term debt | $3,494.4 | $3,195.2 | | Total liabilities | $7,087.0 | $6,884.8 | | Total stockholders' equity | $3,631.8 | $4,139.5 | OGE ENERGY CORP. CONSOLIDATED STATEMENTS OF CAPITALIZATION OGE Energy Corp's total capitalization decreased to $7,126.2 million in 2020, reflecting a reduction in stockholders' equity - Long-term debt increased from $3,195.2 million in 2019 to $3,494.4 million in 2020, including a new $300.0 million Senior Notes issuance429 OGE Energy Corp. Consolidated Statements of Capitalization (Millions) | Capital Component | 2020 | 2019 | | :--- | :--- | :--- | | Total stockholders' equity | $3,631.8 | $4,139.5 | | Total long-term debt | $3,494.4 | $3,195.2 | | Total capitalization | $7,126.2 | $7,334.7 | OGE ENERGY CORP. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY OGE Energy Corp's total equity decreased to $3,631.8 million in 2020, primarily due to a net loss and dividends declared OGE Energy Corp. Consolidated Statements of Changes in Stockholders' Equity (Millions) | Item | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Balance at Jan 1 | $4,139.5 | $4,005.1 | $3,851.1 | | Net income (loss) | $(173.7) | $433.6 | $425.5 | | Other comprehensive income (loss), net of tax | $(4.2) | $1.0 | $(5.7) | | Dividends declared on common stock | $(317.8) | $(303.8) | $(278.7) | | Stock-based compensation | $2.7 | $3.6 | $13.0 | | Purchase of treasury stock | $(14.7) | — | — | | Balance at Dec 31 | $3,631.8 | $4,139.5 | $4,005.1 | OKLAHOMA GAS AND ELECTRIC COMPANY STATEMENTS OF INCOME Oklahoma Gas and Electric Company's net income decreased slightly to $339.4 million in 2020 from $350.2 million in 2019 Oklahoma Gas and Electric Company Statements of Income (Millions) | Metric | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Operating revenues | $2,122.3 | $2,231.6 | $2,270.3 | | Cost of sales | $644.6 | $786.9 | $892.5 | | Operating income | $524.8 | $507.7 | $494.2 | | Interest expense | $154.8 | $140.5 | $151.8 | | Income tax expense | $34.7 | $20.1 | $40.0 | | Net income | $339.4 | $350.2 | $328.0 | | Comprehensive income | $339.4 | $350.2 | $328.0 | OKLAHOMA GAS AND ELECTRIC COMPANY STATEMENTS OF CASH FLOWS Oklahoma Gas and Electric Company's net cash from operating activities increased to $640.4 million in 2020 Oklahoma Gas and Electric Company Statements of Cash Flows (Millions) | Cash Flow Activity | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Net cash provided from operating activities | $640.4 | $573.8 | $804.0 | | Net cash used in investing activities | $(650.5) | $(635.5) | $(573.5) | | Net cash provided from (used in) financing activities | $10.1 | $61.7 | $(230.5) | | Net change in cash and cash equivalents | $0.0 | $0.0 | $0.0 | | Cash and cash equivalents at end of year | $0.0 | $0.0 | $0.0 | OKLAHOMA GAS AND ELECTRIC COMPANY BALANCE SHEETS Oklahoma Gas and Electric Company's total assets increased to $10,489.0 million in 2020, driven by growth in net property, plant and equipment Oklahoma Gas and Electric Company Balance Sheets (Millions) | Asset/Liability/Equity | 2020 | 2019 | | :--- | :--- | :--- | | Total current assets | $685.6 | $719.3 | | Net property, plant and equipment | $9,368.5 | $9,038.5 | | Regulatory assets | $415.6 | $306.0 | | Total assets | $10,489.0 | $10,076.6 | | Total current liabilities | $495.9 | $437.2 | | Long-term debt | $3,494.4 | $3,195.2 | | Total liabilities | $6,513.4 | $6,118.3 | | Total stockholder's equity | $3,975.6 | $3,958.3 | OKLAHOMA GAS AND ELECTRIC COMPANY STATEMENTS OF CAPITALIZATION Oklahoma Gas and Electric Company's total capitalization increased to $7,470.0 million in 2020, primarily due to an increase in long-term debt Oklahoma Gas and Electric Company Statements of Capitalization (Millions) | Capital Component | 2020 | 2019 | | :--- | :--- | :--- | | Total stockholder's equity | $3,975.6 | $3,958.3 | | Total long-term debt | $3,494.4 | $3,195.2 | | Total capitalization | $7,470.0 | $7,153.5 | OKLAHOMA GAS AND ELECTRIC COMPANY STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY Oklahoma Gas and Electric Company's total equity increased modestly to $3,975.6 million in 2020, reflecting net income offset by dividends Oklahoma Gas and Electric Company Statements of Changes in Stockholder's Equity (Millions) | Item | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Balance at Jan 1 | $3,958.3 | $3,603.3 | $3,455.7 | | Net income | $339.4 | $350.2 | $328.0 | | Dividends declared on common stock | $(325.0) | — | $(185.0) | | Stock-based compensation | $2.9 | $4.8 | $4.6 | | Balance at Dec 31 | $3,975.6 | $3,958.3 | $3,603.3 | COMBINED NOTES TO FINANCIAL STATEMENTS This section provides detailed notes covering significant accounting policies, revenue recognition, investments, and other financial matters Note 1. Summary of Significant Accounting Policies This note outlines the company's organizational structure, accounting methods, regulatory accounting, and critical estimates - OGE Energy is a holding company with electric utility (OG&E) and natural gas midstream operations (Enable) segments461463 - OG&E, as a regulated utility, defers certain costs as regulatory assets and credits as regulatory liabilities based on expected recovery in future rates466467469474477478479480481482483485 - Critical accounting estimates include Pension Plan assumptions, income taxes, contingency reserves, and asset retirement obligations486 - OG&E's total property, plant and equipment was $13,436.1 million in 2020, with electric generation assets comprising $4,932.2 million499 OG&E Regulatory Assets and Liabilities (Millions) | Category | 2020 | 2019 | | :--- | :--- | :--- | | Total current regulatory assets | $19.8 | $48.7 | | Total non-current regulatory assets | $415.6 | $306.0 | | Total current regulatory liabilities | $35.1 | $29.0 | | Total non-current regulatory liabilities | $1,188.9 | $1,223.5 | Note 2. Accounting Pronouncements This note summarizes recently adopted accounting standards, most of which did not have a material impact upon adoption - ASU 2016-13 (Credit Losses) required measuring expected credit losses; Registrants determined no adjustments were necessary upon adoption534 - ASU 2018-15 (Internal Use Software) aligns capitalization for hosting arrangement costs; no material effect on financial statements534 - ASU 2018-13 (Fair Value Measurement Disclosure Framework) and ASU 2018-14 (Retirement Benefits) did not have a significant impact534 - ASU 2020-04 (Reference Rate Reform) provides optional expedients for contracts referencing LIBOR; no material impact expected534 Note 3. Revenue Recognition This note details OG&E's revenue recognition policies, primarily for electric sales recognized upon power delivery - OG&E recognizes revenue from electric sales when power is delivered, with unbilled revenues accrued at month-end516 - OG&E participates in the SPP Integrated Marketplace, recording transactions on a net basis517518519 - Fuel adjustment clauses allow OG&E to pass through actual fuel and certain purchased power costs to customers522 OG&E Revenues from Contracts with Customers by Classification (Millions) | Customer Classification | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Residential | $842.7 | $865.8 | $877.8 | | Commercial | $465.6 | $486.6 | $500.0 | | Industrial | $192.6 | $217.8 | $228.9 | | Oilfield | $169.2 | $200.4 | $190.4 | | Public authorities and street light | $172.3 | $190.3 | $197.4 | | System sales revenues | $1,842.4 | $1,960.9 | $1,994.5 | | Integrated market | $49.6 | $38.4 | $48.7 | | Transmission | $143.3 | $148.0 | $147.4 | | Other | $30.7 | $29.1 | $27.1 | | Total revenues from contracts with customers | $2,069.8 | $2,175.5 | $2,211.7 | Note 4. Leases This note details the Registrants' operating lease obligations for railcars, equipment, land, and office space - OG&E has operating lease obligations for 780 rotary gondola railcars, engineering testing equipment, and land for its wind farms538539540 - OGE Energy also has a noncancellable office space lease expiring in August 2021541 Operating Lease Financial Information (Millions) | Metric | OGE Energy 2020 | OGE Energy 2019 | OG&E 2020 | OG&E 2019 | | :--- | :--- | :--- | :--- | :--- | | Operating lease cost | $6.4 | $6.0 | $5.5 | $5.1 | | Right-of-use assets at period end | $37.6 | $40.9 | $37.0 | $39.6 | | Operating lease liabilities at period end | $42.3 | $45.8 | $41.7 | $44.3 | | Weighted-average remaining lease term (years) | 12.5 | 13.1 | 12.7 | 13.5 | | Weighted-average discount rate | 3.9% | 3.9% | 3.9% | 3.9% | Maturity Analysis of Operating Lease Liabilities (Millions) | Year | OGE Energy | OG&E | | :--- | :--- | :--- | | 2021 | $6.3 | $5.7 | | 2022 | $5.7 | $5.7 | | 2023 | $5.1 | $5.1 | | 2024 | $3.2 | $3.2 | | 225 | $3.0 | $3.0 | | Thereafter | $31.7 | $31.7 | | Total future minimum lease payments | $55.0 | $54.4 | | Less: Imputed interest | $12.7 | $12.7 | | Present value of net minimum lease payments | $42.3 | $41.7 | Note 5. Investment in Unconsolidated Affiliates This note details OGE Energy's equity method investment in Enable, including a $780.0 million impairment and the pending merger - OGE Energy owns 25.5% of Enable's outstanding common units and accounts for this investment using the equity method549 - In March 2020, OGE Energy recorded a $780.0 million impairment on its investment in Enable due to a non-temporary decline in value550 - Enable announced a 50% reduction to its quarterly distribution effective April 1, 2020557 - On February 16, 2021, Enable entered a definitive merger agreement with Energy Transfer, resulting in OGE Energy owning approximately 3% of Energy Transfer560 Enable Summarized Financial Information (Millions) | Metric | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Total revenues | $2,463 | $2,960 | $3,431 | | Operating income | $465 | $569 | $648 | | Net income | $52 | $360 | $485 | OGE Energy's Equity in Earnings (Losses) of Unconsolidated Affiliates (Millions) | Item | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Enable net income | $52.0 | $360.0 | $485.3 | | OGE Energy's portion of Enable net income | $13.2 | $91.8 | $124.4 | | Amortization of basis difference and dilution recognition | $98.8 | $22.1 | $28.4 | | Impairment of OGE Energy's equity method investment in Enable | $(780.0) | — | — | | Equity in earnings (losses) of unconsolidated affiliates | $(668.0) | $113.9 | $152.8 | Note 6. Related Party Transactions This note details intercompany transactions between OGE Energy, OG&E, and Enable, including cost allocations and service agreements - OGE Energy charged operating costs to OG&E of $140.6 million in 2020563 - OG&E declared dividends to OGE Energy of $325.0 million in 2020563 - OGE Energy provides support services to Enable, billing $17.3 million in 2020 for employment costs565566 OG&E and Enable Related Party Transactions (Millions) | Item | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Electricity to power electric compression assets (Operating revenues) | $15.1 | $15.9 | $16.3 | | Natural gas transportation services (Cost of sales) | $32.8 | $41.2 | $37.9 | | Natural gas purchases (sales) (Cost of sales) | $2.7 | $(6.0) | $(3.2) | Note 7. Fair Value Measurements This note explains the fair value hierarchy and presents the fair value of long-term debt and the Enable investment impairment - The fair value hierarchy categorizes inputs into three levels: Level 1 (quoted prices), Level 2 (observable inputs), and Level 3 (unobservable inputs)569570571 - OGE Energy recorded a nonrecurring fair value measurement for its $780.0 million impairment on the Enable investment, classified as a Level 3 measurement574 Fair Value of Financial Instruments (Millions) | Instrument | 2020 Carrying Amount | 2020 Fair Value | 2019 Carrying Amount | 2019 Fair Value | Classification | | :--- | :--- | :--- | :--- | :--- | :--- | | OG&E Senior Notes | $3,349.6 | $4,182.1 | $3,050.3 | $3,500.4 | Level 2 | | OG&E Industrial Authority Bonds | $135.4 | $135.4 | $135.4 | $135.4 | Level 2 | | Tinker Debt | $9.4 | $10.7 | $9.5 | $10.0 | Level 3 | Note 8. Stock-Based Compensation This note details OGE Energy's Stock Incentive Plan, including compensation expense, valuation, and award activity - OGE Energy's Stock Incentive Plan authorizes the issuance of up to 7,400,000 shares for various awards575 - In 2020, OGE Energy purchased 405,000 shares of its common stock to satisfy payouts of earned performance units and restricted stock units577 - Performance units based on total shareholder return are valued using a lattice-based model581583 - Restricted stock units are granted to attract and retain employees, vesting primarily over a three-year award cycle584585 Stock-Based Compensation Expense (Millions) | Item | OGE Energy 2020 | OGE Energy 2019 | OGE Energy 2018 | OG&E 2020 | OG&E 2019 | OG&E 2018 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Performance units (Total shareholder return) | $7.9 | $8.7 | $8.2 | $2.3 | $3.0 | $2.8 | | Performance units (Earnings per share) | $1.0 | $4.3 | $5.1 | $0.3 | $1.5 | $1.8 | | Restricted stock units | $0.9 | $0.9 | $0.1 | $0.4 | $0.4 | — | | Total compensation expense | $9.8 | $13.9 | $13.4 | $3.0 | $4.9 | $4.6 | | Income tax benefit | $2.5 | $3.6 | $3.4 | $0.8 | $1.3 | $1.2 | Unrecognized Compensation Cost (Millions) | Item | OGE Energy Unrecognized Compensation Cost (2020) | OGE Energy Weighted Average to be Recognized (Years) | OG&E Unrecognized Compensation Cost (2020) | OG&E Weighted Average to be Recognized (Years) | | :--- | :--- | :--- | :--- | :--- | | Performance units - total shareholder return | $7.1 | 1.62 | $1.8 | 1.64 | | Restricted stock units | $1.6 | 1.65 | $0.4 | 1.68 | | Total unrecognized compensation cost | $8.7 | | $2.2 | | Note 9. Income Taxes This note details income tax components, reconciles statutory to effective tax rates, and presents deferred tax liabilities - As of December 31, 2020, the Registrants had $17.6 million in unrecognized tax benefits605606 Income Tax Expense (Benefit) (Millions) | Component | OGE Energy 2020 | OGE Energy 2019 | OGE Energy 2018 | OG&E 2020 | OG&E 2019 | OG&E 2018 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Total provision (benefit) for current income taxes | $8.9 | $(1.3) | $(6.3) | $(4.4) | $(3.8) | $(16.5) | | Total provision (benefit) for deferred income taxes, net | $(136.3) | $31.1 | $78.4 | $39.1 | $23.9 | $56.4 | | Deferred federal investment tax credits, net | — | — | $0.1 | — | — | $0.1 | | Total income tax expense (benefit) | $(127.4) | $29.8 | $72.2 | $34.7 | $20.1 | $40.0 | Effective Income Tax Rate Reconciliation | Item | OGE Energy 2020 | OGE Energy 2019 | OGE Energy 2018 | OG&E 2020 | OG&E 2019 | OG&E 2018 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Statutory federal tax rate | 21.0% | 21.0% | 21.0% | 21.0% | 21.0% | 21.0% | | Impairment of OGE Energy's investment in Enable | 31.6% | — | — | — | — | — | | Federal renewable energy credit | (5.0)% | (6.0)% | (5.1)% | (5.4)% | (7.6)% | (6.9)% | | Amortization of net unfunded deferred taxes | (4.4)% | (4.5)% | (2.1)% | (4.8)% | (5.6)% | (2.9)% | | Effective income tax rate | 42.3% | 6.4% | 14.5% | 9.3% | 5.4% | 10.9% | Tax Carry Forwards (Millions) | Item | OGE Energy Carry Forward Amount | OGE Energy Deferred Tax Asset | OG&E Carry Forward Amount | OG&E Deferred Tax Asset | Earliest Expiration Date | | :--- | :--- | :--- | :--- | :--- | :--- | | State operating loss | $268.0 | $12.0 | $21.5 | $1.4 | 2030 | | Federal tax credits | $236.6 | $236.6 | $236.6 | $236.6 | 2032 | | Oklahoma investment tax credits | $205.6 | $162.3 | $186.1 | $147.0 | N/A | | Oklahoma zero emission tax credits | $37.2 | $29.3 | $37.2 | $29.3 | 2021 | Note 10. Common Equity This note provides details on common stock, earnings per share calculations, and dividend restrictions - OGE Energy did not issue common stock under its Automatic Dividend Reinvestment and Stock Purchase Plan in 2020611 - OGE Energy's Certificate of Incorporation restricts common stock dividends when preferred stock is outstanding614 - OGE Energy's revolving credit agreement limits debt to total capitalization to 65%, restricting approximately $815.0 million of retained earnings616 - OG&E is restricted from paying dividends from its capital accounts and has a 65% debt to total capitalization limit, restricting approximately $842.7 million of retained earnings618 OGE Energy Earnings (Loss) Per Share (Millions, except per share data) | Metric | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Net income (loss) | $(173.7) | $433.6 | $425.5 | | Basic average common shares outstanding | 200.1 | 200.1 | 199.7 | | Diluted average common shares outstanding | 200.1 | 200.7 | 200.5 | | Basic earnings (loss) per average common share | $(0.87) | $2.17 | $2.13 | | Diluted earnings (loss) per average common share | $(0.87) | $2.16 | $2.12 | Note 11. Long-Term Debt This note summarizes long-term debt, highlighting that no debt matures in the next five years and detailing a new $300.0 million issuance - The Registrants have no long-term debt maturing in the next five years and were in compliance with all debt agreements619 - Industrial Authority Bonds are subject to optional tender, but OG&E has the intent and ability to refinance them on a long-term basis622 - In April 2020, OG&E issued $300.0 million of 3.25% senior notes due April 1, 2030623 OG&E Industrial Authority Bonds (Millions) | Series | Date Due | Amount | | :--- | :--- | :--- | | Garfield Industrial Authority | January 1, 2025 | $47.0 | | Muskogee Industrial Authority | January 1, 2025 | $32.4 | | Muskogee Industrial Authority | June 1, 2027 | $56.0 | | Total (redeemable during next 12 months) | | $135.4 | Note 12. Short-Term Debt and Credit Facilities This note details short-term borrowing, credit facilities, and recent actions to enhance liquidity for extreme weather costs - OGE Energy had $95.0 million in short-term debt at December 31, 2020, down from $112.0 million in 2019624 - OGE Energy and OG&E each have unsecured five-year revolving credit facilities totaling $900.0 million345627630 - In April 2020, OGE Energy entered and subsequently repaid a $75.0 million one-year term credit agreement625 - On February 24, 2021, OGE Energy secured a commitment for a $1.0 billion unsecured term loan facility to provide additional liquidity348631 - OG&E has regulatory approvals to incur up to $800.0 million in short-term borrowings at any one time for 2021-2022349633 Note 13. Retirement Plans and Postretirement Benefit Plans This note provides details on pension, 401(k), and other postretirement benefit plans, including funded status and assumptions - OGE Energy sponsors a Pension Plan, making $20.0 million contributions in 2020 and $40.0 million in January 2021635637 - Pension Plan actuarial losses in 2020 were primarily due to discount rate movement and more retirements than expected641 - The Pension Plan utilizes a liability-driven investing strategy with a glide path approach653654 - OGE Energy contributed $18.2 million to its 401(k) Plan in 2020683 Funded Status of Retirement Plans (Millions) | Plan | OGE Energy 2020 Funded Status | OGE Energy 2019 Funded Status | OG&E 2020 Funded Status | OG&E 2019 Funded Status | | :--- | :--- | :--- | :--- | :--- | | Pension Plan | $(84.3) | $(85.8) | $(63.8) | $(62.9) | | Restoration of Retirement Income Plan | $(7.8) | $(10.3) | $(3.0) | $(6.1) | | Postretirement Benefit Plans | $(96.9) | $(89.5) | $(66.8) | $(62.8) | Key Actuarial Assumptions (2020) | Assumption | Pension Plan & Restoration of Retirement Income Plan | Postretirement Benefit Plans | | :--- | :--- | :--- | | Discount rate (benefit obligations) | 2.30% | 2.45% | | Rate of compensation increase | 4.20% | N/A | | Expected return on plan assets (net periodic benefit cost) | 7.50% | 4.00% | | Health care cost trend rates (2021) | N/A | 6.75% (trending to 4.50% by 2030) | Note 14. Report of Business Segments This note presents financial results for OGE Energy's electric utility and natural gas midstream operations segments - The Natural Gas Midstream Operations segment reported a net loss of $515.0 million in 2020, due to the $780.0 million impairment on the Enable investment689 - The Electric Utility segment reported net income of $339.4 million in 2020, with operating revenues of $2,122.3 million689 OGE Energy Segment Results (2020, Millions) | Metric | Electric Utility | Natural Gas Midstream Operations | Other Operations | Eliminations | Total | | :--- | :--- | :--- | :--- | :--- | :--- | | Operating revenues | $2,122.3 | — | — | — | $2,122.3 | | Operating income (loss) | $524.8 | $(2.1) | $(0.5) | — | $522.2 | | Equity in losses of unconsolidated affiliates | — | $(668.0) | — | — | $(668.0) | | Net income (loss) | $339.4 | $(515.0) | $1.9 | — | $(173.7) | | Total assets | $10,489.0 | $378.1 | $116.4 | $(264.7) | $10,718.8 | | Capital expenditures | $650.5 | — | — | — | $650.5 | Note 15. Commitments and Contingencies This note details commitments including purchase obligations, long-term service agreements, and environmental liabilities - OG&E's QF contracts with AES-Shady Point, Inc and Oklahoma Cogeneration LLC expired in 2019692 - OG&E has long-term natural gas transportation service contracts with Enable, ONEOK, Inc, and Southern Star697 - OG&E has long-term parts and service maintenance contracts for the McClain Plant and Redbud Plant701702 - A U.S. Court of Appeals decision vacated EPA's CO2 emissions standards, with potential for significant compliance costs from future regulations705 Future Purchase Obligations and Commitments (Millions) | Category | 2021 | 2022 | 2023 | 2024 | 2025 | Total | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Minimum purchase commitments | $72.5 | $50.4 | $50.4 | $36.7 | $25.9 | $235.9 | | Expected wind purchase commitments | $55.2 | $55.6 | $56.0 | $56.6 | $56.9 | $280.3 | | Long-term service agreement commitments | $2.4 | $2.4 | $7.9 | $35.1 | $31.2 | $79.0 | | Total purchase obligations and commitments | $130.1 | $108.4 | $114.3 | $128.4 | $114.0 | $595.2 | Note 16. Rate Matters and Regulation This note details OG&E's regulatory environment, including completed and pending matters before the OCC, APSC, and FERC - In 2020, 86% of electric revenue was subject to OCC, 8% to APSC, and 6% to FERC707 - In February 2020, the APSC approved a $5.2 million revenue increase for OG&E under its Formula Rate Plan709 - Both APSC and OCC issued orders allowing OG&E to defer incremental costs related to COVID-19 as regulatory assets710713718719 - The FERC reversed its 2016 order on SPP sponsored transmission upgrades, potentially requiring OG&E to refund $13.0 million726727728 - In February 2021, an extreme cold spell led OG&E to seek regulatory asset treatment for $800.0 million to $1.0 billion in fuel costs737 - OG&E may be unable to recover incremental fuel costs for approximately 58,000 guaranteed flat bill customers737 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There have been no changes in or disagreements with the Registrants' independent accountants Item 9A. Controls and Procedures Management concluded that the Registrants' disclosure controls and internal control over financial reporting were effective - The Registrants' disclosure controls and procedures are designed to ensure timely and accurate reporting766 - Management concluded that disclosure controls and procedures were effective as of December 31, 2020766 - Management assessed internal control over financial reporting based on the COSO framework and concluded it was effective771 - Remote work arrangements due to COVID-19 did not materially affect internal control over financial reporting768 Item 9B. Other Information This section discloses a $1.0 billion unsecured term loan commitment to provide liquidity for extreme weather-related costs - On February 24, 2021, OGE Energy entered into a commitment letter with Wells Fargo for a $1.0 billion unsecured term loan facility791 - The term loan facility is intended to provide additional liquidity to cover increased fuel and purchased power costs from the February 2021 cold weather event791 - The facility will mature four months from closing, or 364 days if other lenders commit $650.0 million or more791 Part III Item 10. Directors, Executive Officers and Corporate Governance Information regarding directors, executive officers, and corporate governance is incorporated by reference from the 2021 proxy statement - Information on directors, executive officers, and corporate governance is incorporated by reference from OGE Energy's 2021 annual meeting proxy statement795 - OGE Energy maintains a Code of Ethics for its CEO and senior financial officers, available on its website794 Item 11. Executive Compensation Information concerning executive compensation is incorporated by reference from the 2021 proxy statement - Information on executive compensation is incorporated by reference from OGE Energy's 2021 annual meeting proxy statement797 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Details regarding security ownership are incorporated by reference from the 2021 proxy statement - Information on security ownership of certain beneficial owners and management is incorporated by reference from OGE Energy's 2021 annual meeting proxy statement798 Item 13. Certain Relationships and Related Transactions, and Director Independence Information on related transactions and director independence is incorporated by reference from the 2021 proxy statement - Information on certain relationships and related transactions, and director independence is incorporated by reference from OGE Energy's 2021 annual meeting proxy statement800 Item 14. Principal Accountant Fees and Services This section details fees paid to the principal independent accountants and the Audit Committee's pre-approval procedures - 100% of audit, audit-related, and tax fees for 2020 were pre-approved by the Audit Committee808 Fees for Principal Independent Accountants (2019-2020) | Fee Type | 2020 | 2019 | | :--- | :--- | :--- | | Integrated audit of OGE Energy and its subsidiaries financial statements and internal control over financial reporting | $1,136,800 | $1,171,100 | | Services in support of debt and stock offerings | $65,000 | $45,000 | | Other audit fees | $325,000 | $319,500 | | Total audit fees | $1,526,800 | $1,535,600 | | Employee benefit plan audits | $128,000 | $149,000 | | Total audit-related fees | $128,000 | $149,000 | | Assistance with examinations and other return issues | $65,948 | $79,200 | | Review of federal and state tax returns | $32,000 | $34,000 | | Total tax fees | $97,948 | $113,200 | | Total fees | $1,752,748 | $1,797,800 | Part IV Item 15. Exhibit and Financial Statement Schedules This section lists all financial statements, schedules, and exhibits filed with or incorporated by reference into the report - Includes consolidated financial statements for OGE Energy and separate financial statements for OG&E810811812 - Financial Statement Schedule II - Valuation and Qualifying Accounts is included813 - A comprehensive list of exhibits, including organizational documents, indentures, and credit agreements, is provided815819820 Item 16. Form 10-K Summary The Registrants have not included a summary of the Form 10-K Signatures This section contains the official signatures of the Registrants' principal officers and directors certifying the filing
OGE Energy (OGE) - 2020 Q4 - Annual Report