Good day, ladies and gentlemen, and thank you for standing by. Welcome to the Oklahoma Gas and Electric Second Quarter 2017 Earnings Conference Call. At this time, all participants are in a listen-only mode. Later we will conduct a question-and-answer session, and instructions will follow at that time. [Operator Instructions] As a reminder, this conference call is being recorded. I would now like to introduce your host for today's presentation, Mr. Todd Tidwell. Sir, please begin.

Thank you, Howard. Good morning everyone, and welcome to OGE Energy Corp's second quarter 2017 earnings call. I'm Todd Tidwell, Director of Investor Relations, and with me today I have Sean Trauschke, Chairman, President, and CEO of OGE Energy Corp; and Steve Merrill, CFO of OGE Energy Corp. In terms of the call today, we will first hear from Sean, followed by an explanation from Steve of second quarter results, and finally as always, we will answer your questions. I would like to remind you that this conference is being webcast, and you may follow along on our Web site at oge.com. In addition, the conference call and the accompanying slides will be archived following the call on that same Web site. Before we begin presentation, I would like to direct your attention to the Safe Harbor statement regarding forward-looking statements. This is an SEC requirement for financial statements. And it simply states that we cannot guarantee forward-looking financial results, but this is our best estimate to date. I would also like to remind you that there is a Regulation G reconciliation for gross margin in the appendix, along with projected capital expenditures. I will now turn the call over to Sean for his opening comments. Sean?

Thank you, Todd, and good morning everyone, and thank you for joining us on today's call. Earlier this morning, we reported second quarter consolidated earnings of $0.52 per share, compared to $0.35 per share in 2016. The utility reported earnings of $0.43 per share, and our portion of Enable earnings were $0.09 per share. We have received approximately $70 million in distributions from Enable year to date, and earlier this week, Enable announced the second quarter distribution of $35 million, payable on August 29. The company is performing quite well, and we have accomplished a great deal this year. Our team has provided superior response to the four significant storm restoration efforts we've had, the construction of our environmental compliance and Mustang modernization projects, we brought two rate cases to completion, announced a new 10-megawatt universal solar farm, our Redburd and McClain plants were ranked among the nation's top 20 performers. I know GE Energy was listed on Forbes top 100 most trustworthy companies. I continue to be impressed with our member's commitment to moving forward and remaining focused on the day-to-day operations of the company. Our utility service territory remains strong, and we have added approximately 8,400 new customers to the system, going at our historical rate of 1%. The latest economic statistics put Oklahoma's unemployment rate at 4.3%, which is on par with the national average. And looking further at our two largest load centers, Oklahoma City's unemployment rate is 3.6% and Fort Smith is 4%. On the operations front, our generation fleet continue to perform well, highlighting the benefits customers realized due to a diverse generation portfolio. On the expense side, our O&M cost for customer is virtually the same it was in 2012, and we continue to make sure every dollar counts. For many years, we…

Thank you, Sean, and good morning everyone. For the second quarter, we reported net income of 105 million or $0.52 per share as compared to net income of 72 million or $0.35 per share in 2016. The contribution by business unit on a comparative basis is listed on the slide. At OG&E, net income for the quarter was $86 million or $0.43 per share as compared to net income of $72 million or $0.36 per share in 2016. Second quarter gross margin at utility increased approximately $1 million, which I will discuss on the next slide. O&M decreased approximately $8 million due in part to the timing of plant maintenance as well as storm cost that we moved to a regulatory asset. We are focused on cost control and anticipate to be on our plan for the year. Depreciation decreased approximately $5 million due to the reduction in depreciation rates approved in the Oklahoma rate order, partially offset by additional assets being placed in the service. AFUDC has increased $5 million due to the higher construction work in progress, projects, Mustang modernization. Finally, income tax expense increased $7 million on higher pre-tax income. Turning to the second quarter, our utility margins only increased $1 million for the quarter. Strong growth was offset by below normal weather. Compared to the second quarter of 2016, cooling degree days were 9% lower reducing margin by $9.5 million. Compared to normal, mild weather reduced margin by $18 million for the quarter. Offsetting the mild weather, new customer growth increased gross margin by approximately $4 million and wholesale transmission revenues increased $3 million compared to the second quarter of 2016. We also had increased industrial & oilfield sales along with increased demand revenues that combined to add another $3 million to gross margin. Moving on…

[Operator Instructions] Our first question or comment comes from the line of Paul Ridzon from KeyBanc Capital. Your line is open.

Good morning.

Hi, good morning, Paul.

Can you give a highlight of maybe some of the discussions you've had with Oklahoma Commission ahead of the rate filing, in particular issues around depreciation?

Sure. So when you said depreciation, are you referring to the depreciation result out of the last rate case?

Yes, sorry.

Yes. So we have had ongoing discussions with the commissioners and staff about the depreciation schedule. We provided some documentation about kind of what the actual life of these assets was, historically has been. And I think there's a better understanding about the actual useful life of a number of these property assets. And so we're working with them to kind of work on a gradual plan to get that back in line.

Thank you. And on Mustang, you said that the cost came down. You said $355 million; later in the presentation I heard $390 million.

Yes, so the $390 million includes AFUDC, and then the Ad Valorem taxes with it.

So $355 million is the cash cost?

Yes.

Okay, thank you very much.

Paul, just to be clear, it's $355 million, did you say $255 million?

Three.

Yes, three. Just to make -- thanks, Paul…

Thank you. You're doing really well there. You're doing great there, yes.

Thanks, Paul.

Thank you.

Thank you. [Operator Instructions] Our next question or comment comes from the line of Shar Pourreza from Guggenheim Partners. Your line is open.

Good morning, guys.

Hi, good morning, Shar.

Hi. So I think, Sean, you answered my question around the -- on why you seem a little bit more constructive on the upcoming rate filing for Mustang. Can you just remind us, assuming that you don't get a constructive outcome, and the last rate case wasn't an anomaly, how you're sort of thinking about how you deploy capital within the state on a go-forward basis, and more importantly how you're thinking about the fourth quarter 2018 rate filing?

Sure. So a good question, and again I appreciate you asking it. We are optimistic. I do believe this is going to be a positive turning point in Oklahoma regulation. It's been really constructive in the past, and I think it's going to be really constructive in the future. So I am optimistic about that. But, Shar, as we've said, we have many opportunities under consideration, primarily around our distribution system, from low-voltage transmission to a lot of customer-focused technology in both states. And we prioritize on investments really around the opportunity that we can take cost out of the business, and provide some value to customers going forward. But the return is important, and it's a key criteria. And we have to have a clear line of sight to how we're going to recover these investments. We have that in Arkansas. We're very comfortable there. And we are going to begin investing in deploying some of these technologies that benefit our customers in Arkansas. In Oklahoma, we're going to get through some of these other investments, and make sure we have line of sight before we go down that path.

That's helpful. And then, Sean, just on the line of sight, what's sort of that inflection point on, and how you think about your capital program on a go-forward basis. Is it this fourth quarter rate case would give enough confidence where you could potentially revisit your capital program, which is declining obviously by methodology? But is it this quarter, is it this year's rate case or is it next year's rate case where you would build enough confidence to…

Yes, I think it's a momentum factor. I think that's a fair point. And I think you should expect us to begin gradually layering that in, as I mentioned in my remarks. I believe that beginning in 2019, and beyond, that we'll resume more historical average CapEx numbers. But again, I want to hold that until we have clear line of sight to those investments. But like I said, we'll begin layering that in in Arkansas next year, and then probably the following year on Oklahoma assuming things continue.

Terrific, guys. Have a good morning.

Thanks. You too. Thanks for the call.

Thank you. Our next question or comment comes from the line of Neel Mitra from Tudor, Pickering. Your line is open.

Hi, good morning.

Hi, good morning, Neel.

Sean, I wanted to address the topic of pre-approvals. So I know a lot of your investments are being deferred just to have a line of sight on recovery. When will that change? Does that require legislation to play through or do you think that conversations with the commissioners will lead to better results with that. And how does the commission view it right now in terms of how important that is for you to go forward with capital spending?

Thanks, Neel. A good question. I think the commission has a good appreciation now of how important that is to us, on what that means in terms of raising capital to fund these investments. We do have recall we do have the approval for the Sooner scrubbers, and we will file for that rate case to actually get in rates, but we do have the determination already in hand on that. But these other investments I'm talking about around the grid, I think those are investments that we're going to show the benefits of customers. And all customers will realize those. And recall is as disappointed as we were in the last rate case, we had $1.6 billion of requests in that rate case, and all of that was approved, right. So it's not been a case of disallowance, Neel. It's been a case of some of these -- just the time delay it took to get there, and in this last case it was ROE and depreciation.

Right. And secondly, are there any FERC investments that you can make that give you a better line of sight in Oklahoma at this point, or any riders within Oklahoma [technical difficulty] to get a better line of sight and make investments before we get a little bit more constructive regulation?

We're certainly looking at all those options. Right now, as we look at the SPP there's -- to be perfect, there's not a lot of activity. They were -- as the RTO, we were very aggressive building a lot of transmission early in the decade, we built a lot of that. And there's not a lot on the books, but we're always looking at things like that.

Okay, great. And last question. I know CenterPoint's call is coming up in 30 minutes, but what is it going to take to, I guess, get alignment from CenterPoint and the OG management team on Enable going forward? We saw the Enable share price go down roughly 10% after the 13D filing on that CenterPoint would sell some of their shares in the open market. Have you had discussions about that in kind of what's the best course going forward for Enable in terms of enhancing both CenterPoint and OGE value, assuming that both ownership states are unchanged?

Yes, so really good question. And yes, I did notice the Enable unit price fall that much with the 13D filing. We spend a lot of time together, obviously, with Enable. And we are focused on seeing Enable do very well. I think the issue around alignment I think -- and you need to speak to CenterPoint. They need to speak for this. But my view is we're both aligned around wanting Enable to do well. Obviously we have different strategic views of our own portfolios and what we think the role Enable plays in that. And that is entirely up to CenterPoint to make that decision, and we make our decision. As far as the actions that have gone on, things like that, yes, we've had that discussion. And I think for what it's worth we share Enable's concern about all that.

Okay, great. Thank you very much.

Thanks, Neel. Have a great day.

Thank you. Our next question or comment comes from the line of Anthony Crowdell from Jefferies. Your line is open.

Hi, good morning, guys.

Hi, Anthony.

Morning, Anthony.

Just, I guess, Sean, I wanted to jump on Shar's question earlier, and I believe it was his question about a tough decision from the decision and maybe the momentum is going in your favor. But am I correct think even back to, like 2011, you had a case, where I think the ask was like $79 million, and you were awarded like $2 million. I mean, it doesn't seem that the commission, it's just a short-term change. It looks like it's been a period of seven years of just -- they may not disallow, but they're not really giving the utility and appropriate return on their investment. Is that accurate?

I think that this has been -- we've talked before on previous calls, these -- regulation seems to run in cycles. And I don't know if it's been seven years, but yes, it's not been as constructive as it has been previously. And that's something that I believe is going to turn, and begin to get better.

Okay. And you spoke about the utilities' ability to really manage O&M or another was keep it flat. When do we think we're kind of squeezed all of the toothpaste out of the tube I guess with O&M savings?

Well, I don't know that you ever do that. I take that view that every day we ought to be getting better, and doing something either faster and better than we did it the day before. And so that's kind of the mindset, that's how we look at things. And we don't have any big bangs out there of initiatives. It's, just, roll your sleeves up and good old-fashioned hard work. We've been able to make investments that have taken cost out of the business. We've been able to make investments that allowed us to work more efficiently. I mentioned before that when we look at our company and compare the number of people that were here 10 years ago, and we've been able to manage our workforce through attrition, and then still achieving a higher output or performance. So I want to see that model continue. I don't want to put a cap on it, Anthony, to say it won't keep going. I want it to keep going.

Okay, and just to get -- if I focus on the commission, there was an OCC reform bill, it was tabled, it was supposed to be an executive order from the governor. Is there any update on that?

No, update other -- that's exactly right. I think to governor's office wanted to do an executive. They said they're going to do it. And I view that order eminent.

Great. Thanks for taking my questions.

Thanks, Anthony. Have a great day.

Thank you. Our next question or comment comes from the line of Brian Russo from Ladenburg Thalmann. Your line is open.

Good morning.

Hi, good morning, Brian.

Just to follow-up on that last question and answer on the governor's executive order. Is it just pending, and it's on, I guess, for things to do, he just hasn't executed it yet?

Yes. I mean, I don't know any more than that that the governor's office indicated they wanted to do this executive order, and I believe they're going to do it. And I don't know, in your words, where it is on the desk. But I believe it's going to be eminent.

Got it. And then just to clarify your comments on building momentum with the commission. Examples of that is your actual conversations with them, and their better understanding of cost to capital, and investment, et cetera. Is that accurate?

Well, yes. And I think my momentum comment I was referring to kind of when we would begin layering in the CapEx table is what they're asking for. And my response was we've got to generate that momentum. So it's not just one case, it's not the next case. It's you want to see that you've got a continuation of improving and constructive regulation. But the relationships are good. There's a lot of dialogue going on. And I think this, what we will do in this Mustang filing is; it's very straightforward and very simple. It's really around the Mustang plan. And that makes a lot of sense, and we have a lot of support for it.

Okay, got it. So, to be clear, you don't need reform to be more optimistic in the next upcoming rate case?

Correct.

Okay. All right, thank you very much.

Thanks, Brian.

Thank you. Our next question or comment comes from the line of Charles Fishman from Morningstar. Your line is open.

Good morning.

Good morning, Charles.

Housekeeping; why were wholesales transmission revenues up, need a little more color on that?

Yes, just recovering of costs that have been spent over time. And it's really our formula rate true-up each year, and Windspeed II, those costs, as those come in. And we've had a few other small transmission projects. As they've gone into service to formulate rate has picked those up and driven the wholesale transmission revenues.

So it's investment that the tracker was just catching up with?

That's correct.

Okay. And then a second question. Sean, you made the comment during your prepared remarks about the untapped value of Enable. Is that comment based on frustration over the unit price, the uncertainty of CenterPoint's ownership, operations, the distributions, what was that comment -- where do you think the untapped value is?

Good question, and appreciate your question. The untapped value is we see a lot of growth in that business. And you've heard that from the Enable team. I'm really proud of Rod, and what they've done over there managing through that downturn in commodity cycles, and looking forward to what they have on their plate. So I think there is a tremendous value there. Recall, that we own 60% of the IDRs, and we're anxious to get into those. And so when you look at where they're operating and playing, we've been making infrastructure investments in those areas for many years. So they're multiple there as far as what returns they're going to get out of investments. The investments primarily have already been made. So they're going to do, I think, they were very well positioned. Now, as far as the externalities, yes, I'd love to see the unit price higher. But I'm really proud of what they've done over there. And they had a very good quarter -- another very good quarter. And they're building momentum.

We've seen $35 million as your portion of the distributions each quarter this year.

Yes.

Is that consistent with your -- when you had given 10% dividend growth at OGE, is that $35 million distribution consistent with that? That that supports that…

When we made that decision to grow the dividends here at OGE by 10% through 2019, we certainly stressed under a lot of different scenarios what could come out of Enable from a distribution standpoint. But $35 million is right in the zip code.

Okay, thank you. That's all I had.

Thanks, Charles. Take Care.

Thank you. Our next question or comment comes from the line of Gregg Orrill from Barclays. Your line is open.

Yes, thank you. I didn't quite catch what -- when you were giving the OG&E guidance what the $0.06 related to?

Sure. That's actually the portion of 2016 earnings associated with that order that we actually booked into 2017 because the order didn't come until 2017. So, we had reserved that portion and then we booked that in the 2017. So, $0.6 of our 2017 results relate to second half of 2016.

Okay. Thank you.

Welcome.

Thank you. Our next question or comment comes from the line of Joe [indiscernible] Capital Advisor. Your line is open.

Hey, Sean, it's Andy. How are you doing?

Hey, good. Andy, how are doing?

I am doing good.

You got a name change.

Yes, I know. I'll just leave that alone. So just two questions, so just back on Enable, so are you guys -- because they are -- they are saying obviously that [technical difficulty] so, can you just give us an update on exactly where your process with them stands and whether you are still interested in buying their portion if it were available?

Yes, what I'll do Andy, I'll tell you. Where they are at in that process and timelines and decisions, I would refer you to them on their call. I think they pointed to this call that they were going to make some -- clarify some things. I think that would be appropriate. My interest and our interest in Enable is really around position Enable for the future and making sure it's firing on all cylinders. And so, we're holder of Enable. We are long-term holder and we like it. And we're going to do whatever we can that would help maximize Enable's value and our guidance.

Okay. And then just separately just as far as OGE is concerned, just your thoughts on M&A in general.

Yes. So I appreciate the question as always, Andy. We are not going to comment on that. I just don't think there is any upside to that. And we'll just leave it at that.

Okay. Thank you very much.

Thanks, Andy. See you.

Thank you. Our next question or comment comes from the line of Paul Ridzon from KeyBanc Capital. Your line is open.

Paul?

Ridzon, you may need to unmute your phone.

Sorry about that. O&M was positive for the quarter. You mentioned something about plant outages. Is that a timing issue and when would those outages hit in the '17?

Yes, there is a little bit a timing issue. We would expect O&M will be a little bit higher in the second half of the year, but I do expect it to come in a little bit under plan to help offset some of the below normal weather that we've had this year.

And then looking out a couple of years when you are done with your rig construction projects, I mean right now Enable is kind of providing the equity for that projects. You should have some pretty strong cash flow. Kind of how you're thinking about that and the alternatives for that?

I think obviously our choice is that we would make incremental investments that would be beneficial to our customers. We believe we have a backlog of those types of investments that are grid enhancing, customer -- bring customers value and we're just waiting on good signals from a regulation standpoint to make those investments.

Are the big generation projects kind of displacing that that distribution capital in the near term?

Yes, sure, absolutely. Yes, we've deferred capital on purpose to make headroom for these large investments that we needed to make for environmental compliance.

Is there a scenario where we could see longer runway on the 10% dividend growth?

We don't want to comment on that at this point. As we get a little closer to that, we'll get greater clarity on that. But certainly wouldn't want to put anything out there that long term.

Understood. Thank you again.

All right. Thanks, Paul.

Thank you. Our next question or comment comes from line of Paul Patterson from Glenrock Associates. Your line is open.

Good morning.

Hey, good morning, Paul.

So, most of the questions have been answered, and I apologize if I missed this, but in terms of the rate case that you guys had in the lengthy -- sort of the unusual depreciation and the length for the decision to happen, one might get the idea that perhaps there is an issue with rate, or some resistance to rate impact associated perhaps with utility -- with utility rate increases. So I guess what I am sort of wondering is I know you guys are very conscious of this issue and what have you. Could you just give us a feeling as to what you see the rate impact going forward with all this CapEx and rate based growth? And just in general, the total rate I mean if they are going to be any efficiencies perhaps that could be resulting from this, or is it just -- how should we think about what you are envisioning for sort of rate payer impact?

Yes. So, Paul, thank you for your question because that's we do run it through that lens trying to minimize the impact to customers. And that's why our focus on our expenses is so important because that creates headroom to make these necessary investments and minimize the customer impact. When we started out this -- with this environmental plan, remember we had a court order that said we had to do these things. We thought over the period of time, it was maybe north of a 15% increase to customer rates. I am over it when we are all said and done. Obviously, I mentioned that the cost from Mustang will come way down and number of other of our compliance projects were under budget, so we're knocking into that, also being able to manage our expenses. Steve mentioned it. O&M is tracking under. That helps; that all helps. So it'll be -- I think it will be less than 15 when it's all said and done. And so, some of that's already been recovered. The other thing that I think is important to note is that what we originally requested was we were looking for really pre-approved one, CWIP to your very point where we could kind of smooth the impact out to customers and avoid some of these increases in single years. And so, the Commission at the time just wasn't comfortable with the complexity of all of the projects and the size of all of the projects. So, the agreement was we would come back and over the next three years and have rate cases every three years; your point around rate fatigue that's there. But the benefit of that though is the cases are much smaller, much simpler, and this case will be filed in this quarter, or in the fourth quarter is that Mustang, it's very straightforward. So it's in service, it will be in service. It will be complete. The cost is significantly less than we thought it might be. And so, we feel really good about it.

Okay, okay. Thanks a lot.

Thanks, Paul. Take care.

Thank you. I am showing no additional audio questions in the queue that this time. I would like to turn the conference back over to Mr. Trauschke for any closing remarks.

Thank you, Howard. And I just want to say thank for -- to you to all of you for your interest and your participation on the call today. And I hope you'll have a great day. Thank you.

Ladies and gentlemen, thank you for participating in today's conference. This concludes the program. You may now disconnect. Everyone have a wonderful day.