☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


~~Oklahoma~~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
~~(State or other jurisdiction of~~1-1097	OKLAHOMA GAS AND ELECTRIC COMPANY	~~(I.R.S. Employer~~73-0382390
~~incorporation or organization)~~		~~Identification No.)~~

~~(Registrant's telephone number, including area code):~~State or other jurisdiction of incorporation or organization: ~~405-553-3000~~

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.

OGE Energy Corp. ☑ Yes ☐ No Oklahoma Gas and Electric Company ☑ Yes ☐ No

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).

OGE Energy Corp. ☑ Yes ☐ No Oklahoma Gas and Electric Company ☑ Yes ☐ No

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 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 March 31, ~~2020,~~2021, there were ~~200,169,431~~200,173,981 shares of OGE Energy Corp.'s common stock, par value $0.01 per share, outstanding.

At March 31, 2021, there were 40,378,745 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 registrants outstanding at such date.

Oklahoma Gas and Electric Company meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format permitted by General Instruction H(2).


Abbreviation			Definition
~~2019~~2020 Form 10-K			Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020



APSC			Arkansas Public Service Commission
ArcLight group			Bronco Midstream Holdings, LLC and Bronco Midstream Holdings II, LLC, collectively
ASC			Financial Accounting Standards Board Accounting Standards Codification
~~ASU~~			~~FASB Accounting Standards Update~~


CenterPoint			CenterPoint Energy Resources Corp., wholly-owned subsidiary of CenterPoint Energy, Inc.
CO₂			Carbon dioxide
~~Company~~			~~OGE Energy Corp., collectively with its subsidiaries~~
COVID-19			Novel Coronavirus disease


Dry Scrubber			Dry flue gas desulfurization unit with spray dryer absorber

Enable			Enable Midstream Partners, LP, a partnership between OGE Energy, the ArcLight group and CenterPoint Energy, Inc. formed to own and operate the midstream businesses of OGE Energy and CenterPoint
Energy Transfer			Energy Transfer LP, a Delaware limited partnership
Enogex Holdings			Enogex Holdings LLC, the parent company of Enogex LLC and a majority-owned subsidiary of OGE Holdings, LLC (prior to May 1, 2013)
Enogex LLC			Enogex LLC, collectively with its subsidiaries (effective July ~~30,~~31, 2013, the name was changed to Enable Oklahoma Intrastate Transmission, LLC)
EPA			U.S. Environmental Protection Agency
~~FASB~~			~~Financial Accounting Standards Board~~
Federal Clean Air Act			Federal Clean Air Act of 1970, as amended
Federal Clean Water Act			Federal Water Pollution Control Act of 1972, as amended
FERC			Federal Energy Regulatory Commission
FIP			Federal Implementation Plan
GAAP			Accounting principles generally accepted in the U.S.


MATS			Mercury and Air Toxics Standards
MBbl/d			Thousand barrels per day

MW			Megawatt
MWh			Megawatt-hour
NAAQS			National Ambient Air Quality Standards
NGLs			Natural gas liquids, which are the hydrocarbon liquids contained within the natural gas stream
NO_X			Nitrogen oxide
OCC			Oklahoma Corporation Commission
ODEQ			Oklahoma Department of Environmental Quality

OG&E			Oklahoma Gas and Electric Company, wholly-owned subsidiary of OGE Energy
OGE Energy			~~Holding~~OGE Energy Corp., collectively with its subsidiaries, holding company and parent company of OG&E
OGE Holdings			OGE Enogex Holdings, LLC, wholly-owned subsidiary of OGE Energy, parent company of Enogex Holdings (prior to May 1, 2013) and 25.5 percent owner of Enable
Pension Plan			Qualified defined benefit retirement plan




Regional Haze Rule			The EPA's Regional Haze Rule
Registrants			OGE Energy and OG&E
Restoration of Retirement Income Plan			Supplemental retirement plan to the Pension Plan


SIP			State Implementation Plan
SO₂			Sulfur dioxide
SPP			Southwest Power Pool
System sales			Sales to OG&E's customers
TBtu/d			Trillion British thermal units per day
U.S.			United States of America

This combined Form 10-Q is separately filed by OGE Energy and OG&E. Information in this combined Form 10-Q relating to each individual Registrant is filed by such Registrant on its own behalf. OG&E makes no representation regarding information relating to any other companies affiliated with OGE Energy. Neither OGE Energy, nor any of OGE Energy's subsidiaries, other than OG&E, has any obligation in respect of OG&E's debt securities, and holders of such debt securities should not consider the financial resources or results of operations of OGE Energy nor any of OGE Energy's subsidiaries, other than OG&E (in relevant circumstances), in making a decision with respect to OG&E's debt securities. Similarly, none of OG&E nor any other subsidiary of OGE Energy has any obligation with respect to debt securities of OGE Energy. This combined Form 10-Q should be read in its entirety. No one section of this combined Form 10-Q deals with all aspects of the subject matter of this combined Form 10-Q.

Except for the historical statements contained herein, the matters discussed within this Form 10-Q, including those matters discussed within "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations," are forward-looking statements that are subject to certain risks, uncertainties and assumptions. Such forward-looking statements are intended to be identified in this document by the words "anticipate," "believe," "estimate," "expect," "intend," "objective," "plan," "possible," "potential," ~~"project"~~"project," "target" and similar expressions. Actual results may vary materially from those expressed in forward-looking statements. In addition to the specific risk factors discussed within "Item 1A. Risk Factors" in the ~~Company's~~Registrants' ~~201~~20 920 Form 10-K and within "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" ~~and "Item 1A. Risk Factors" of "Part II - Other Information"~~ herein, factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to:

•general economic conditions, including the availability of credit, access to existing lines of credit, access to the commercial paper markets, actions of rating agencies and their impact on capital expenditures;

•the ability of ~~the Company~~OGE Energy and its subsidiaries to access the capital markets and obtain financing on favorable terms as well as inflation rates and monetary fluctuations;

•the ability to obtain timely and sufficient rate relief to allow for recovery of items such as capital expenditures, fuel costs, operating costs, transmission costs and deferred expenditures;

•prices and availability of electricity, coal, natural gas and NGLs;

•for OGE Energy, the timing and extent of changes in commodity prices, particularly natural gas and NGLs, the competitive effects of the available pipeline capacity in the regions Enable serves and the effects of geographic and seasonal commodity price differentials, including the effects of these circumstances on re-contracting available capacity on Enable's interstate pipelines;

•for OGE Energy, the timing and extent of changes in the supply of natural gas, particularly supplies available for gathering by Enable's gathering and processing business and transporting by Enable's interstate and intrastate pipelines, including the impact of natural gas and NGLs prices on the level of drilling and production activities in the regions Enable serves;

•for OGE Energy, business conditions in the energy and natural gas midstream industries, including the demand for natural gas, NGLs, crude oil and midstream services;

•competitive factors, including the extent and timing of the entry of additional competition in the markets served by the ~~Company;~~Registrants;

•the impact on demand for ~~our~~ services resulting from cost-competitive advances in technology, such as distributed electricity generation and customer energy efficiency programs;

•technological developments, changing markets and other factors that result in competitive disadvantages and create the potential for impairment of existing assets;

•factors affecting utility operations such as unusual weather conditions; catastrophic weather-related damage; unscheduled generation outages, unusual maintenance or repairs; unanticipated changes to fossil fuel, natural gas or coal supply costs or availability due to higher demand, shortages, transportation problems or other developments; environmental incidents; or electric transmission or gas pipeline system constraints;

•availability and prices of raw materials for current and future construction projects;

•the effect of retroactive pricing of transactions in the SPP markets or adjustments in market pricing mechanisms by the SPP;

•federal or state legislation and regulatory decisions and initiatives that affect cost and investment recovery, have an impact on rate structures or affect the speed and degree to which competition enters the ~~Company's~~Registrants' markets;

•environmental laws, safety laws or other regulations that may impact the cost of operations or restrict or change the way the ~~Company operates its facilities;~~Registrants' facilities are operated;

•changes in accounting standards, rules or guidelines;

•the discontinuance of accounting principles for certain types of rate-regulated activities;

•the cost of protecting assets against, or damage due to, terrorism or cyberattacks and other catastrophic events;

•creditworthiness of suppliers, customers and other contractual parties;

•social attitudes regarding the utility, natural gas and power industries;

•identification of suitable investment opportunities to enhance shareholder returns and achieve long-term financial objectives through business acquisitions and divestitures;

•increased pension and healthcare costs;

•the impact of extraordinary external events, such as the current pandemic health event resulting from COVID-19, and their collateral consequences, including extended disruption of economic activity in ~~our~~the Registrants' markets;

•costs and other effects of legal and administrative proceedings, settlements, investigations, claims and matters, including, but not limited to, those described in this Form 10-Q;

•difficulty in making accurate assumptions and projections regarding future revenues and costs associated with ~~the Company's~~OGE Energy's equity investment in Enable that ~~the Company~~OGE Energy does not control; ~~and~~

•

Enable's pending merger with Energy Transfer and the expected timing of the consummation of the merger; and

•other risk factors listed in the reports filed by the ~~Company~~Registrants with the Securities and Exchange Commission, including those listed within "Item 1A. Risk Factors" in the ~~Company's~~Registrants' ~~201~~20 9 20 Form 10-K ~~and "Item 1A. Risk Factors" of "Part II - Other Information" herein.~~.

The ~~Company undertakes~~Registrants undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The accompanying Combined Notes to Condensed ~~Consolidated~~ Financial Statements are an integral part hereof.


	Three Months Ended March 31,
(In millions)	2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	52.7	$	(491.8)
Adjustments to reconcile net income (loss) to net cash provided from operating activities:
Depreciation and amortization	98.7		94.4

Deferred income taxes and investment tax credits, net	8.7		(254.7)
Equity in (earnings) losses of unconsolidated affiliates	(53.2)		746.5
Distributions from unconsolidated affiliates	18.3		33.5
Allowance for equity funds used during construction	(1.3)		(1.3)


Stock-based compensation expense	2.5		2.0

Regulatory assets	(859.9)		0.3
Regulatory liabilities	(16.3)		(11.7)
Other assets	(5.5)		2.6
Other liabilities	(45.4)		(9.4)
Change in certain current assets and liabilities:
Accounts receivable and accrued unbilled revenues, net	26.0		16.2

Income taxes receivable	1.7		0
Fuel, materials and supplies inventories	(7.0)		(5.0)
Fuel recoveries	(104.9)		50.3
Other current assets	(2.5)		3.6
Accounts payable	(28.7)		(32.8)


Other current liabilities	(24.1)		(38.8)
Net cash (used in) provided from operating activities	(940.2)		103.9
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (less allowance for equity funds used during construction)	(158.4)		(127.2)
Investment in unconsolidated affiliates	(0.6)		(0.9)
Return of capital - unconsolidated affiliates	0		3.2



Net cash used in investing activities	(159.0)		(124.9)
CASH FLOWS FROM FINANCING ACTIVITIES

Increase in short-term debt	1,183.1		263.0

Dividends paid on common stock	(81.7)		(79.3)

Cash paid for employee equity-based compensation and expense of common stock	(3.3)		(7.1)


Purchase of treasury stock	0		(9.7)
Net cash provided from financing activities	1,098.1		166.9
NET CHANGE IN CASH AND CASH EQUIVALENTS	(1.1)		145.9
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	1.1		0
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	0	$	145.9

The accompanying Combined Notes to Condensed ~~Consolidated~~ Financial Statements are an integral part hereof.

The accompanying Combined Notes to Condensed Financial Statements are an integral part hereof.

The Combined Notes to the Condensed Financial Statements are a combined presentation for OGE Energy and OG&E. The following table indicates the Registrant(s) to which each Note applies.

1.Summary of Significant Accounting Policies

~~The Company's significant accounting policies are detailed in "Note 1. Summary of Significant Accounting Policies" in the Company's~~ ~~201~~9 ~~Form 10-K~~. Changes to the Company's accounting policies as a result of adopting ASU 2016-13, "Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Information" are incorporated within "Allowance for Uncollectible Accounts Receivables" below and discussed in Note 2 in this Form 10-Q.

~~The Company~~OGE Energy is a holding company with investments in energy and energy services providers offering physical delivery and related services for both electricity and natural gas primarily in the south-central U.S. ~~The Company~~OGE Energy conducts these activities through two business segments: (i) electric utility and (ii) natural gas midstream operations. The accounts of ~~the Company~~OGE Energy and its wholly-owned subsidiaries, including OG&E, are included in ~~the Condensed Consolidated Financial Statements.~~OGE Energy's condensed consolidated financial statements. All intercompany transactions and balances are eliminated in such consolidation. ~~The Company~~OGE Energy generally uses the equity method of accounting for investments where its ownership interest is between 20 percent and 50 percent and it lacks the power to direct activities that most significantly impact economic performance.

~~The~~OG&E. OGE Energy's electric utility ~~segment~~operations are conducted through OG&E, which generates, transmits, distributes and sells electric energy in Oklahoma and western Arkansas. ~~Its operations are conducted through~~ OG~~&E and~~&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 a wholly-owned subsidiary of ~~the Company.~~OGE Energy. OG&E is the largest electric utility in Oklahoma, and its franchised service territory 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~~Enable. OGE Energy's natural gas midstream operations segment represents ~~the Company's~~OGE Energy's investment in Enable. The investment in Enable is held through wholly-owned subsidiaries and ultimately OGE Holdings. ~~Enable was formed~~Formed in 2013, and its general partner is equally controlled by the Company and CenterPoint, who each have 50 percent management ownership. Based on the 50/50 management ownership, with neither company having control, the Company accounts for its interest in Enable using the equity method of accounting. Enable is primarily engaged in the business of gathering, processing, transporting and storing natural gas. Enable's natural gas gathering and processing assets are strategically located in four states and serve natural gas production in the Anadarko, Arkoma and Ark-La-Tex Basins. Enable also owns crude oil gathering assets in the Anadarko and Williston Basins. Enable has intrastate natural gas transportation and storage assets that are located in Oklahoma as well as interstate assets that extend from western Oklahoma and the Texas Panhandle to Louisiana, from Louisiana to Illinois and from Louisiana to Alabama. Enable's general partner is equally controlled by OGE Energy and CenterPoint, who each have 50 percent management ownership. Based on the 50/50 management ownership, with neither company having control, OGE Energy accounts for its interest in Enable using the

equity method of accounting. In February 2021, Enable entered into a definitive merger agreement with Energy Transfer. For further discussion, see Note 4.

Basis of Presentation

The ~~Condensed Consolidated Financial Statements~~condensed financial statements included herein have been prepared by the ~~Company,~~Registrants, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations; however, the ~~Company believes~~Registrants believe that the disclosures are adequate to prevent the information presented from being misleading.

In the opinion of management, all adjustments necessary to fairly present the ~~consolidated~~ financial position of the ~~Company~~Registrants at March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, the ~~consolidated~~ results of ~~its~~the Registrants' operations for the three months ended March 31, 2021 and 2020 and ~~2019 and its consolidated~~the Registrants' cash flows for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020 have been included and are of a normal, recurring nature except as otherwise disclosed. Management also has evaluated the impact of events occurring after March 31, ~~2020~~2021 up to the date of issuance of these ~~Condensed Consolidated Financial Statements,~~condensed financial statements, and these statements contain all necessary adjustments and disclosures resulting from that evaluation.

Due to seasonal fluctuations and other factors, the ~~Company's~~Registrants' operating results for the three months ended March 31, ~~2020~~2021 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2020~~2021 or for any future period. The ~~Condensed Consolidated Financial Statements~~condensed financial statements and ~~Notes~~notes thereto should be read in conjunction with the audited ~~Consolidated Financial Statements~~financial statements and ~~Notes~~notes thereto included in the ~~Company's~~Registrants' ~~201~~20 920 Form 10-K.

The accounting records of OG&E are maintained in accordance with the Uniform System of Accounts prescribed by the FERC and adopted by the OCC and the APSC. Additionally, OG&E, as a regulated utility, is subject to accounting principles for certain types of rate-regulated activities, which provide that certain incurred costs that would otherwise be charged to expense can be deferred as regulatory assets, based on the expected recovery from customers in future rates. Likewise, certain actual or anticipated credits that would otherwise reduce expense can be deferred as regulatory liabilities, based on the expected flowback to customers in future rates. Management's expected recovery of deferred costs and flowback of deferred credits generally results from specific decisions by regulators granting such ratemaking treatment.

OG&E records certain incurred costs and obligations as regulatory assets or liabilities if, based on regulatory orders or other available evidence, it is probable that the costs or obligations will be included in amounts allowable for recovery or refund in future rates.

The following table ispresents a summary of OG&E's regulatory assets and liabilities.

(A)Included in Other Current Assets in the ~~Condensed Consolidated Balance Sheets.~~balance sheets.

(B)Included in Other Current Liabilities in the ~~Condensed Consolidated Balance Sheets.~~balance sheets.

In February 2021, OG&E's service territory experienced an unprecedented, prolonged, cold spell that resulted in record winter peak demand for electricity and extremely high natural gas and purchased power prices. OG&E's natural gas costs for the month of February 2021 exceeded the total cost for all of 2020. The OCC allowed OG&E to create a regulatory asset for all deferred costs with an initial carrying charge based on the effective cost of the related debt financing. For additional information, see Note 15.

The Oklahoma deferred storm expenses regulatory asset is recovered through the Storm Cost Recovery Rider. Operation and maintenance expenses resulting from storm damage exceeding the amounts included in OG&E's base rates are deferred and typically amortized over a five-year period. To mitigate customer impact, OG&E has agreed to recover the portion related to 2020 excess storm costs through the Storm Cost Recovery Rider over a ten-year period.

Management continuously monitors the future recoverability of regulatory assets. When in management's judgment future recovery becomes impaired, the amount of the regulatory asset is adjusted, as appropriate. If OG&E were required to

discontinue the application of accounting principles for certain types of rate-regulated activities for some or all of its operations, it could result in writing off the related regulatory assets or liabilities, which could have significant financial effects.

Allowance for Uncollectible Accounts Receivable

Customer balances are generally written off if not collected within six months after the final billing date. The allowance for uncollectible accounts receivable for OG&E is generally calculated by multiplying the last six months of electric revenue by the provision rate, which is based on a 12-month historical average of actual balances written off and is adjusted for current conditions and supportable forecasts as necessary. To the extent the historical collection rates, when incorporating forecasted conditions, are not representative of future collections, there could be an effect on the amount of uncollectible expense ~~recognized.~~recognized, such as in response to COVID-19 impacts. Also, a portion of the uncollectible provision related to fuel within the Oklahoma jurisdiction is being recovered through the fuel adjustment clause. The allowance for uncollectible accounts receivable is a reduction to Accounts Receivable in the ~~Condensed Consolidated Balance Sheets~~condensed balance sheets and is included in ~~the~~ Other Operation and Maintenance Expense in the ~~Condensed Consolidated Statements~~condensed statements of ~~Income.~~income.

New business customers are required to provide a security deposit in the form of cash, bond or irrevocable letter of credit that is refunded when the account is closed. New residential customers whose outside credit scores indicate an elevated risk are required to provide a security deposit that ~~may be~~is refunded based on customer protection rules defined by the OCC and the APSC. The payment behavior of all existing customers is continuously monitored, and, if the payment behavior indicates sufficient risk within the meaning of the applicable utility regulation, customers will be required to provide a security deposit.

The Company considered COVID-19 pandemic impacts when calculating its reserve on accounts receivable as of March 31, 2020, as further discussed in "Item 2. Management's Discussion and Analysis - Recent Developments."

Investment in Unconsolidated Affiliates

~~The Company's~~OGE Energy's investment in Enable is considered to be a variable interest entity because the owners of the equity at risk in this entity have disproportionate voting rights in relation to their obligations to absorb the entity's expected losses or to receive its expected residual returns. However, ~~the Company~~OGE Energy is not considered the primary beneficiary of Enable since it does not have the power to direct the activities of Enable that are considered most significant to the economic performance of Enable; therefore, ~~the Company~~OGE Energy accounts for its investment in Enable using the equity method of accounting. Under the equity method, the investment will be adjusted each period for contributions made, distributions received and ~~the Company's~~OGE Energy's share of the investee's comprehensive income as adjusted for basis differences. ~~The Company's~~OGE Energy's maximum exposure to loss related to Enable is limited to ~~the Company's~~its equity investment in Enable at March 31, ~~2020~~2021 as presented in Note 12. The Company evaluates its equity method investments for impairment when events or changes in circumstances indicate there is a loss in value of the investment that is other than a temporary decline. When indicators exist, the fair value is estimated and compared to the investment carrying value, and if any impairment is judgmentally determined to be other than temporary, the carrying value of the investment is written down to fair value.13.

The Company determined, in connection with the preparation of the financial statements for the three months ended March 31, 2020, that an other than temporary decline in the value of the Company's investment in Enable had occurred. Further information detailing the results of the impairment analysis and fair value measurement can be found in Notes 4 and 5.

~~The Company~~OGE Energy considers distributions received from Enable which do not exceed cumulative equity in earnings subsequent to the date of investment to be a return on investment and are classified as operating activities in the ~~Condensed Consolidated Statements~~condensed statements of ~~Cash Flows. The Company~~cash flows. OGE Energy considers distributions received from Enable in excess of cumulative equity in earnings subsequent to the date of investment to be a return of investment and are classified as investing activities in the ~~Condensed Consolidated Statements~~condensed statements of ~~Cash Flows.~~cash flows.

Accumulated Other Comprehensive Income (Loss)

The following tables ~~summarize~~present changes in the components of accumulated other comprehensive income (loss) attributable to ~~the Company~~OGE Energy during the three months ended March 31, ~~2020~~2021 and ~~2019.~~2020. All amounts below are presented net of tax.

(In millions) Pension Plan and Restoration of Retirement Income Plan Postretirement Benefit Plans Other Comprehensive Loss from Unconsolidated Affiliates Total
Balance at December 31, 2019 $ (35.1) $ 7.8 $ (0.6) $ (27.9)
Other comprehensive income (loss) before reclassifications — — (1.3) (1.3)
Amounts reclassified from accumulated other comprehensive income (loss) 0.8 (0.4) — 0.4
Balance at March 31, 2020 $ (34.3) $ 7.4 $ (1.9) $ (28.8)



(In millions)	Pension Plan and Restoration of Retirement Income Plan		Postretirement Benefit Plans	Other Comprehensive Gain (Loss) from Unconsolidated Affiliates				Total
Balance at December 31, 2020	$	(34.1)		$	3.3	$	(1.3)		$	(32.1)
Other comprehensive income before reclassifications	0			0		0.1			0.1
Amounts reclassified from accumulated other comprehensive income (loss)	0.6			(0.3)		0			0.3
Settlement cost	3.1			0		0			3.1

Balance at March 31, 2021	$	(30.4)		$	3.0	$	(1.2)		$	(28.6)

(In millions) Pension Plan and Restoration of Retirement Income Plan Postretirement Benefit Plans Total
Balance at December 31, 2018 $ (38.8) $ 9.9 $ (28.9)
Amounts reclassified from accumulated other comprehensive income (loss) 0.7 (0.5) 0.2
Settlement cost 6.6 — 6.6
Balance at March 31, 2019 $ (31.5) $ 9.4 $ (22.1)



(In millions)	Pension Plan and Restoration of Retirement Income Plan		Postretirement Benefit Plans			Other Comprehensive Loss from Unconsolidated Affiliates	Total
Balance at December 31, 2019	$	(35.1)		$	7.8		$	(0.6)	$	(27.9)
Other comprehensive loss before reclassifications	0			0			(1.3)		(1.3)
Amounts reclassified from accumulated other comprehensive income (loss)	0.8			(0.4)			0		0.4



Balance at March 31, 2020	$	(34.3)		$	7.4		$	(1.9)	$	(28.8)

The following table ~~summarizes~~presents significant amounts reclassified out of accumulated other comprehensive income (loss) by the respective line items in net income (loss) during the three months ended March 31, ~~2020~~2021 and ~~2019.~~2020.

(A)These accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit cost (see Note 1112 for additional information).

~~Reclassifications~~

~~Certain prior year amounts have been reclassified to conform to current year presentation.~~

2.Accounting Pronouncements

~~Recently Adopted Accounting Standards~~

~~Financial Instruments - Credit Losses.~~ ~~In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Information."~~ The amendments in this update require entities to measure all expected credit losses of financial assets held at a reporting date based on historical experience, current conditions and reasonable and supportable forecasts in order to record credit losses in a more timely manner. ASU 2016-13 also amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The Company adopted this standard in the first quarter of 2020 utilizing a modified-retrospective approach and determined the only financial instrumentRegistrants believe that the Company currently holds and is required to measure under ASU 2016-13 is its trade receivables. Under this standard, the Company considers forecasts of future economic conditions in addition to the historical data utilized prior to ASU 2016-13 when measuring the reserve for trade receivables. The Company evaluated its reserve for trade receivables in light of the new guidance and determined that no adjustment was necessary to the amount recorded as of January 1, 2020.

~~Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.~~ In August 2018, the FASB issued ASU 2018-15, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract." The new guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The Companyrecently adopted and ~~prospectively applied the new guidance in the first quarter of 2020, which did~~recently issued accounting standards that are not have a material effect on the Condensed Consolidated Financial Statements upon adoption. Beginning in the first quarter of 2020, the Company records capitalized implementation costs incurred in a hosting arrangement that is a service contract in Other Current Assets and records the related amortization expense in Other Operation and Maintenance in the Company's Condensed Consolidated Balance Sheet and Statement of Income, respectively.

~~Disclosure Framework.~~ In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement" and ASU 2018-14, "Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans." The new guidance removes, adds, modifies or clarifies disclosure requirements that impact all levels of the fair value hierarchy, as well as investments measured using the net asset value practical expedient, and disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans, respectively. The Company adopted these standards in the first quarter of 2020 and applied the new guidance either retrospectively or prospectively, depending upon the specific disclosure change. ASU 2018-13 and ASU 2018-14 didyet effective do not ~~have a significant impact on the Company's financial statement disclosures.~~

~~Reference Rate Reform.~~ In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." The new guidance provides optional expedients and exceptions, if certain criteria are met, for applying GAAP to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. Contracts modified between March 12, 2020 and December 31, 2022 as a result of reference rate reform are eligible for these expedients and exceptions. The Company adopted ASU 2020-04 in the first quarter of 2020 and does not expect this standardappear to have a material impact on the ~~Company's consolidated~~Registrants' financial ~~statements.~~position, results of operations or cash flows upon adoption.

3.Revenue Recognition

The following table ~~disaggregates the Company's~~presents OG&E's revenues from contracts with customers disaggregated by customer classification. ~~The Company's~~OG&E's operating revenues disaggregated by customer classification can be found in "OG&E (Electric Utility) Results of Operations" within "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations."

(A) In February 2021, OG&E's service territory experienced an unprecedented, prolonged, cold spell that resulted in record winter peak demand for electricity and extremely high natural gas and purchased power prices. Operating revenues significantly increased due to increased cost of sales, which are recovered from customers, as a result of the February 2021 extreme cold weather event. For further discussion, see Note 15 and "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation."

4.Investment in Unconsolidated Affiliates ~~and Related Party Transactions~~

At March 31, ~~2020, the Company~~2021, OGE Energy owned 111.0 million common units, or 25.5 percent, of Enable's outstanding common units. On March 31, ~~2020,~~2021, Enable's common unit price closed at ~~$2.57. The Company~~$6.48. OGE Energy recorded equity in earnings of unconsolidated affiliates of $53.2 million for the three months ended March 31, 2021 compared to equity in losses of unconsolidated affiliates of $746.5 million for the three months ended March 31, ~~2020 compared to equity in earnings of unconsolidated affiliates of $30.7 million for the three months ended March 31, 2019.~~2020. Equity in earnings (losses) of unconsolidated affiliates includes ~~the Company's~~OGE Energy's share of Enable's earnings adjusted for the amortization of the basis difference of ~~the Company's~~OGE Energy's original investment in Enogex LLC and its underlying equity in the net assets of Enable, as well as any impairment ~~the Company~~OGE Energy records on its investment in Enable. ~~The basis difference is being amortized, beginning in 2013, over the average life of the assets to which the basis difference is attributed, which is approximately 30 years.~~ Equity in earnings (losses) of unconsolidated affiliates is also adjusted for the elimination of the Enogex Holdings fair value adjustments. These amortizations may also include gain or loss on dilution, net of proportional basis difference recognition. For more information concerning the formation of Enable and ~~the Company's~~OGE Energy's accounting for its investment in Enable, see Note 5 within "Item 8. Financial Statements and Supplementary Data" in ~~the Company's~~OGE Energy's 20 1920 F ~~orm~~Form 10-K.

The ~~Company evaluates its~~following tables present summarized unaudited financial information for 100 percent of Enable as of March 31, 2021 and December 31, 2020 and for the three months ended March 31, 2021 and 2020.

The following table presents a reconciliation of OGE Energy's equity method investment for impairment when factors indicate that a decline in the value of its investment has occurred and the carrying amount of its investment may not be recoverable. An impairment loss, based on the excess of the carrying value over estimated fair value of the investment, is recognized in earnings ~~when an impairment is deemed to be other than temporary. Considerable judgment is used in determining if an impairment~~(losses) of unconsolidated affiliates for the three months ended March 31, 2021 and 2020.

(B) Effective March 31, 2020, ~~the Company~~OGE Energy estimated the fair value of its investment in Enable was below the book value and concluded the decline in value was not temporary due to the severity of the decline and ~~the~~ recent rapid deterioration, as well as the near term future outlook, of the midstream oil and gas industry. Accordingly, ~~the Company~~OGE Energy recorded a $780.0 million impairment on its investment in Enable ~~for the three months ended March 31, 2020, which is included~~ in Equity in Earnings of Unconsolidated Affiliates in the Company's 2020 Condensed Consolidated Income Statement. The impairment resulted in an additional layer of basis difference for the Company's investment in Enable that will be amortized over the average life of the assets to which the basis difference is attributed, which is 29 years.2020. Further ~~information concerning the fair value method used to measure the impairment on the Company's investment in Enable~~discussion can be found in ~~Note 5.~~

~~Summarized unaudited financial information for 100 percent of Enable is presented below at March 31,~~ 2020 ~~and December 31, 2019 and for the three months ended March 31, 2020 and 2019.~~

The following table ~~reconciles the Company's equity in earnings (losses)~~presents a reconciliation of ~~unconsolidated affiliates for the three months ended March 31, 2020 and 2019.~~

~~The following table reconciles~~ the difference between OGE Energy's investment in Enable and its underlying equity in the net assets of Enable (basis difference) from December 31, ~~2019~~2020 to March 31, ~~2020.~~2021. The basis difference is amortized over approximately 30 years.

~~(A) Includes proportional basis difference recognition due to dilution.~~

Distributions received from Enable were $18.3 million and $36.7 million during the three months ended March 31, 2021 and 2020, respectively.

On April 1, 2020, Enable announced a 50 percent reduction to its quarterly distribution in order to strengthen its balance sheet and increase its annualized retained cash flow. See "Item 2. Management's Discussion and Analysis - Recent Developments" for further discussion of the Company's response.

~~On May 5, 2020,~~26, 2021, Enable announced a quarterly dividend distribution of $0.16525 per unit on its outstanding common units, which is ~~a decrease~~unchanged from the previous ~~quarter's dividend distribution of $0.33050 per unit.~~quarter. If cash distributions to Enable's unitholders exceed $0.330625 per unit in any quarter, the general partner will receive increasing percentages, up to 50 percent, of the cash Enable distributes in excess of that amount. ~~The Company~~OGE Energy is entitled to 60 percent of those "incentive distributions." In certain circumstances, the general partner has the right to reset the minimum quarterly distribution and the target distribution

levels at which the incentive distributions receive increasing percentages to higher levels based on Enable's cash distributions at the time of the exercise of this reset election.

~~Distributions received from~~ Enable ~~were $36.7 million and $35.3 million during the three months ended March 31, 2020 and 2019, respectively.~~Merger Agreement with Energy Transfer

~~Related Party Transactions~~On February 16, 2021, Enable entered into a definitive merger agreement with Energy Transfer, pursuant to which, and subject to the conditions of the merger agreement, all outstanding common units of Enable will be acquired by Energy Transfer in an all-equity transaction. Under the terms of the merger agreement, Enable's common unitholders, including OGE Energy, will receive 0.8595 of one common unit representing limited partner interests in Energy Transfer for each common unit of Enable. The transaction is subject to the receipt of the required approvals from the holders of a majority of Enable's common units. Contemporaneously with the execution of the merger agreement, OGE Energy entered into a support agreement with

Enable and Energy Transfer in which OGE Energy agreed to vote its common units in favor of the merger. In April 2021, CenterPoint and OGE Energy, who collectively own approximately 72.9 percent of Enable's common units, delivered written consents approving the merger agreement, and those consents are sufficient to approve the merger. The transaction also is subject to the receipt of anti-trust approvals and other customary closing conditions. The transaction is anticipated to close in 2021. Assuming the transaction closes, OGE Energy will own approximately three percent of Energy Transfer's outstanding limited partner units in lieu of the 25.5 percent interest in Enable that it currently owns.

The ~~Company~~merger agreement contemplates a registration rights agreement with Energy Transfer to be executed at the closing of the merger that provides for customary resale registration, demand registration and piggy-back registration rights with respect to Energy Transfer common units issued to OGE Energy in the merger. Assuming the successful completion of the merger, OGE Energy intends to exit the midstream segment in a prudent manner.

5.Related Party Transactions

OGE Energy charges operating costs to OG&E and Enable based on several factors, and operating costs directly related to OG&E and/or Enable are assigned as such. Operating costs incurred for the benefit of OG&E are allocated either as overhead based primarily on labor costs or using the "Distrigas" method, which is a three-factor formula that uses an equal weighting of payroll, net operating revenues and gross property, plant and equipment.

~~The Company~~OGE Energy and OG&E

OGE Energy charged operating costs to OG&E of $35.8 million and $37.9 million for the three months ended March 31, 2021 and 2020, respectively.

OGE Energy and Enable

~~The Company~~OGE Energy and Enable are currently parties to several agreements whereby ~~the Company~~OGE Energy provides specified support services to Enable, such as certain information technology, payroll and benefits administration. Under these agreements, ~~the Company~~OGE Energy charged operating costs to Enable of $0.1 million during both the three months ended March 31, ~~2020~~2021 and ~~2019.~~2020.

Pursuant to a seconding agreement, ~~the Company~~OGE Energy provides seconded employees to Enable to support Enable's operations. As of March 31, ~~2020, 80~~2021, 67 employees that participate in ~~the Company's~~OGE Energy's defined benefit and retirement plans are seconded to Enable. ~~The Company~~OGE Energy billed Enable for reimbursement of ~~$6.4~~$5.3 million and ~~$12.4~~$6.4 million during the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively, under the seconding agreement for employment costs. If the seconding agreement ~~was~~were terminated, and those employees were no longer employed by ~~the Company,~~OGE Energy, and lump sum payments were made to those employees, ~~the Company~~OGE Energy would recognize a settlement or curtailment of the pension/retiree health care charges, which would increase expense at ~~the Company~~OGE Energy by ~~$17.0~~$18.3 million. Settlement and curtailment charges associated with the Enable seconded employees are not reimbursable to ~~the Company~~OGE Energy by Enable. The seconding agreement can be terminated by mutual agreement of ~~the Company~~OGE Energy and Enable or solely by ~~the Company~~OGE Energy upon 120 days' notice.

~~The Company~~OGE Energy had accounts receivable from Enable for amounts billed for support services, including the cost of seconded employees, of ~~$3.8~~$3.6 million as of March 31, ~~2020~~2021 and ~~$0.8~~$2.0 million as of December 31, ~~2019,~~2020, which are included in Accounts Receivable in ~~the Company's Condensed Consolidated Balance Sheets.~~OGE Energy's condensed balance sheets.

Assuming the pending merger between Enable and Energy Transfer is completed, these agreements between OGE Energy and Enable pursuant to which OGE Energy provides support services and seconded employees will be terminated.

Enable provides gas transportation services to OG&E pursuant to ~~an agreement~~agreements that ~~grants~~grant Enable the responsibility of delivering natural gas to OG&E's generating facilities and performing an imbalance service. With this imbalance service, in accordance with the cash-out provision of the contract, OG&E purchases gas from Enable when Enable's deliveries exceed OG&E's pipeline receipts. Enable purchases gas from OG&E when OG&E's pipeline receipts exceed Enable's deliveries. The following table ~~summarizes~~presents summarized related party transactions between OG&E and Enable during the three months ended March 31, ~~2020~~2021 and ~~2019.~~2020.

5.6.Fair Value Measurements

The classification of the ~~Company's~~Registrants' fair value measurements requires judgment regarding the degree to which market data is observable or corroborated by observable market data. GAAP establishes a fair value hierarchy that prioritizes the inputs used to measure fair value based on observable and unobservable data. The hierarchy categorizes the inputs into three levels, with the highest priority given to quoted prices in active markets for identical unrestricted assets or liabilities (Level 1), and the lowest priority given to unobservable inputs (Level 3). Financial assets and liabilities are classified in their entirety based on the

lowest level of input that is significant to the fair value measurement. The three levels defined in the fair value hierarchy are as follows:

Level 1 inputs are quoted prices in active markets for identical unrestricted assets or liabilities that are accessible at the measurement date.

Level 2 inputs are inputs other than quoted prices in active markets included within Level 1 that are either directly or indirectly observable at the reporting date for the asset or liability for substantially the full term of the asset or liability. Level 2 inputs include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3 inputs are prices or valuation techniques for the asset or liability that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). Unobservable inputs reflect the reporting entity's own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk).

The ~~Company~~Registrants had 0 financial instruments measured at fair value on a recurring basis at March 31, ~~2020~~2021 and December 31, ~~2019.~~2020. The following table ~~summarizes~~presents the carrying amount and fair value of the ~~Company's~~Registrants' financial instruments at March 31, ~~2020~~2021 and December 31, ~~2019.~~2020, as well as the classification level within the fair value hierarchy.

~~Nonrecurring Fair Value Measurements~~

As further discussed in Note 4, the Company recorded an impairment on its investment in Enable at March 31, 2020. The nonrecurring fair value measurement consisted of calculating a 20-trading day volume weighted average price for Enable's common units through March 31, 2020. This method of valuation was determined to be representative of the fair value of Enable's common units as it incorporates market prices during the period and reduces the impact of volatility that a single day could represent. The Company concluded that this valuation method resulted in a Level 3 nonrecurring fair value measurement.

6.7.Stock-Based Compensation

The following table ~~summarizes~~presents the ~~Company's~~Registrants' pre-tax compensation expense and related income tax benefit ~~during~~for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020 related to ~~the Company's~~ performance units and restricted stock ~~units.~~units for the Registrants' employees.


							OGE Energy				OG&E
		Three Months Ended March 31,					Three Months Ended March 31,				Three Months Ended March 31,
(In millions)	(In millions)	2020		2019		(In millions)	2021		2020		2021		2020
Performance units:	Performance units:					Performance units:
Total shareholder return	Total shareholder return	$	1.7	$	2.2	Total shareholder return	$	2.0	$	1.7	$	0.4	$	0.7
Earnings per share	Earnings per share	0.2		0.5		Earnings per share	0		0.2		0		0.1
Total performance units	Total performance units	1.9		2.7		Total performance units	2.0		1.9		0.4		0.8
Restricted stock units	Restricted stock units	0.1		0.3		Restricted stock units	0.5		0.1		0		0.1
Total compensation expense	Total compensation expense	$	2.0	$	3.0	Total compensation expense	$	2.5	$	2.0	$	0.4	$	0.9

Income tax benefit	Income tax benefit	$	0.5	$	0.8	Income tax benefit	$	0.6	$	0.5	$	0.1	$	0.2

During the three months ended March 31, ~~2020, the Company purchased 255,000~~2021, OGE Energy issued 153,964 shares of its ~~common~~treasury stock ~~at an average cost of $38.04 per share on the open market, and 247,073 of these shares were used during the same period~~ to satisfy payouts of earned performance units and restricted stock unit grants to the Registrants' employees pursuant to ~~the Company's~~OGE Energy's Stock Incentive Plan. ~~The Company records treasury stock purchases at cost. Treasury stock is presented as a reduction of stockholders' equity in the Company's 2020 Condensed Consolidated Balance Sheet.~~

During the three months ended March 31, ~~2020, the Company~~2021, OGE Energy granted ~~201,552~~249,909 performance units (based on total shareholder return over a three-year period) and ~~67,193~~86,963 restricted stock units ~~(three-year~~(primarily a three-year cliff vesting period) to employees at ~~$38.03~~$38.06 and ~~$43.69~~$31.03 fair value per share, respectively. Of those performance units and restricted stock units granted, 68,720 and 22,911 were granted to OG&E employees, respectively, at $38.14 and $30.91 fair value per share, respectively.

~~The Company~~OGE Energy files consolidated income tax returns in the U.S. federal jurisdiction and various state jurisdictions. OG&E is a part of the consolidated income tax return of OGE Energy. With few exceptions, the ~~Company is~~Registrants are no longer subject to U.S. federal tax or state and local examinations by tax authorities for years prior to ~~2016.~~2017. Income taxes are generally allocated to each company in the affiliated group, including OG&E, based on its stand-alone taxable income or loss. Federal investment tax credits previously claimed on electric utility property have been deferred and will be amortized to income over the life of the related property. Additionally, OG&E earns federal tax credits associated with production from its wind facilities. Oklahoma production and investment state tax credits are also earned on investments in electric and solar generating facilities which further reduce ~~the Company's~~OG&E's effective tax rate.

Automatic Dividend Reinvestment and Stock Purchase Plan

~~The Company~~OGE Energy issued 0 shares of common stock under its Automatic Dividend Reinvestment and Stock Purchase Plan during the three months ended March 31, ~~2020.~~2021.

Earnings (Loss) Per Share

Basic earnings (loss) per share is calculated by dividing net income (loss) attributable to ~~the Company~~OGE Energy by the ~~weighted-average~~weighted average number of ~~the Company's~~OGE Energy's common shares outstanding during the period. In the calculation of diluted earnings (loss) per share, ~~weighted-average~~weighted average shares outstanding are increased for additional shares that would be outstanding if potentially dilutive securities were converted to common stock. Potentially dilutive securities for ~~the Company~~OGE Energy consist of performance units and restricted stock units. The following table ~~calculates~~presents the calculation of basic and diluted earnings (loss) per share for ~~the Company.~~OGE Energy.

At March 31, ~~2020,~~2021, the ~~Company was~~Registrants were in compliance with all of ~~its~~their debt agreements.

OG&E Industrial Authority Bonds

OG&E has tax-exempt pollution control bonds with optional redemption provisions that allow the holders to request repayment of the bonds on any business day. The following table presents information about these bonds, which can be tendered at the option of the holder during the next 12 ~~months, are included in the following table.~~months.

Series Date Due Amount
(In millions)
1.00% - 5.35% Garfield Industrial Authority, January 1, 2025 $ 47.0
1.00% - 4.31% Muskogee Industrial Authority, January 1, 2025 32.4
1.00% - 5.35% Muskogee Industrial Authority, June 1, 2027 56.0
Total (redeemable during next 12 months) $ 135.4


Series			Date Due	Amount
				(In millions)
0.23%	-	0.33%	Garfield Industrial Authority, January 1, 2025	$	47.0
0.20%	-	0.27%	Muskogee Industrial Authority, January 1, 2025	32.4
0.20%	-	0.27%	Muskogee Industrial Authority, June 1, 2027	56.0
Total (redeemable during next 12 months)				$	135.4

All of these bonds are subject to an optional tender at the request of the holders, at 100 percent of the principal amount, together with accrued and unpaid interest to the date of purchase. The bond holders, on any business day, can request repayment of the bond by delivering an irrevocable notice to the tender agent stating the principal amount of the bond, payment instructions for the purchase price and the business day the bond is to be purchased. The repayment option may only be exercised by the holder of a bond for the principal amount. When a tender notice has been received by the trustee, a third-party remarketing agent for the bonds will attempt to remarket any bonds tendered for purchase. This process occurs once per week. Since the original issuance of these series of bonds in 1995 and 1997, the remarketing agent has successfully remarketed all tendered bonds. If the remarketing agent is unable to remarket any such bonds, OG&E is obligated to repurchase such unremarketed bonds. As OG&E has both the intent and ability to refinance the bonds on a long-term basis and such ability is supported by an ability to consummate the refinancing, the bonds are classified as ~~Long-term~~Long-Term Debt in the ~~Company's Condensed Consolidated Balance Sheets.~~condensed balance sheets. OG&E believes that it has sufficient liquidity to meet these obligations.

~~Issuance of Long-Term Debt~~

In April 2020, OG&E issued $300.0 million of 3.25 percent senior notes due April 1, 2030. The proceeds from the issuance were added to OG&E's general funds to be used for general corporate purposes, including to fund ongoing capital expenditures and working capital.

~~10.~~11.Short-Term Debt and Credit Facilities

The ~~Company borrows~~Registrants borrow on a short-term basis, as necessary, by the issuance of commercial paper and by borrowings under ~~its~~their revolving credit agreements. OGE Energy also borrows under term credit agreements maturing in one year or less, as necessary. As of March 31, ~~2020, the Company~~2021, OGE Energy had ~~$375.0 million~~$1.3 billion of short-term debt as compared to ~~$112.0~~$95.0 million ~~short-term~~of short-

term debt at December 31, ~~2019.~~ 2020. At March 31, 2021, OG&E had $297.1 million in advances from OGE Energy compared to $272.0 million advances to OGE Energy at December 31, 2020.

In March 2021, OGE Energy entered into a $1.0 billion unsecured 364-day term loan agreement and borrowed the full $1.0 billion to help cover the increased fuel and purchased power costs incurred by OG&E during the February 2021 extreme cold weather event. The term loan contains substantially the same covenants as OGE Energy's $450.0 million revolving credit agreement, including various financial ratio covenants. The term loan will bear interest at rates equal to either a LIBOR rate specified in the term loan agreement, plus a margin of 0.75, or an alternate base rate specified in the term loan agreement, subject in each case to floor of zero percent. An alternative rate of interest will be established upon the occurrence of certain events related to the phase out of LIBOR. During the three months ended March 31, 2021, OGE Energy loaned $470.0 million of the term loan proceeds to OG&E pursuant to an intercompany note issued by OG&E to OGE Energy, contemporaneously with the closing of the term loan agreement. Advances under the intercompany note will bear interest at the same rates as are in effect under the term loan agreement. During the three months ended March 31, 2021, OGE Energy also made a capital contribution of $530.0 million to OG&E. OG&E used these proceeds to pay fuel and purchased power costs incurred during the February 2021 extreme cold weather event. OGE Energy and OG&E intend to refinance the $1.0 billion term loan by issuing long-term debt in 2021.

The following table ~~provides~~presents information regarding the ~~Company's~~Registrants' revolving credit agreements at March 31, ~~2020.~~2021.

(A)Includes direct borrowings under the revolving credit agreements, commercial paper borrowings and letters of credit at March 31, ~~2020.~~2021.

(B)This bank facility is available to back up ~~the Company's~~OGE Energy's commercial paper borrowings and to provide revolving credit borrowings. This bank facility can also be used as a letter of credit facility.

(C)This bank facility is available to back up OG&E's commercial paper borrowings and to provide revolving credit borrowings. This bank facility can also be used as a letter of credit facility.

(D)Represents the weighted-average interest rate for the outstanding borrowings under the revolving credit agreements, commercial paper borrowings and letters of credit.

(E)OG&E has an intercompany borrowing agreement with OGE Energy whereby OG&E has access to up to $350.0 million of OGE Energy's revolving credit amount. This agreement has a termination date of March 8, 2024. At March 31, 2021, there were 0 intercompany borrowings under this agreement.

19(F)In March 2017, the Registrants entered into unsecured five-year revolving credit agreements totaling $900.0 million ($450.0 million for OGE Energy and $450.0 million for OG&E). Each of the revolving credit facilities contained an option, which could be exercised up to two times, to extend the term of the respective facility for an additional year. In March 2018, the Registrants each utilized one of those extensions to extend the maturity of their respective credit facility from March 8, 2022 to March 8, 2023. In January 2021, the Registrants each utilized the second of those extensions to extend the maturity of their respective credit facility from March 8, 2023 to March 8, 2024. Commitments of a single existing lender with respect to $50.0 million of OGE Energy's credit facility, however, were not extended and, unless the non-extending lender is replaced in accordance with the terms of the credit facility, such commitments will expire March 8, 2023. The non-extending lender is not party to the OG&E facility.

In January 2021, the Registrants each entered into an amendment to their revolving credit facilities which gives each of the Registrants the option of extending such commitments for up to two additional one-year periods. In addition, the amendment addresses the establishment of an alternative rate of interest upon the occurrence of certain events related to the phase out of LIBOR.

The ~~Company's~~Registrants' ability to access the commercial paper market could be adversely impacted by a credit ratings downgrade or major market disruptions. Pricing grids associated with the ~~Company's~~Registrants' 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 the ~~Company's~~Registrants' short-term borrowings, but a reduction in the ~~Company's~~Registrants' 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 the ~~Company~~Registrants to post collateral or letters of credit.

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 $800.0 million in short-term borrowings at any one time for a two-year period beginning January 1, ~~2019~~2021 and ending December 31, ~~2020.~~

In April 2020, the Company entered into a $75.0 million unsecured one-year term credit agreement, which is scheduled to terminate on April 7, 2021. Advances under this agreement were used to refinance existing indebtedness and for working capital and general corporate purposes of the Company. The credit agreement, under certain circumstances, may be increased to a maximum commitment limit of $100.0 million and contains substantially the same covenants as the Company's existing $450.0 million revolving credit agreement.2022.

~~11.~~12.Retirement Plans and Postretirement Benefit Plans

In accordance with ASC Topic 715, "Compensation - Retirement Benefits," a one-time settlement charge is required to be recorded by an organization when lump sum payments or other settlements that relieve the organization from the responsibility for the pension benefit obligation during the plan year exceed the service cost and interest cost components of the organization's net periodic pension cost. During the three months ended March 31, 2021, the Registrants experienced an increase in both the number of employees electing to retire and the amount of lump sum payments paid to such employees upon retirement, which resulted in the Registrants recording pension plan settlement charges as presented in the Pension Plan net periodic benefit cost table below. The pension settlement charges did not require a cash outlay by the Registrants and did not increase total pension expense over time, as the charge was an acceleration of costs that otherwise would be recognized as pension expense in future periods.

Net Periodic Benefit Cost

The following ~~table presents~~tables present the net periodic benefit cost components, before consideration of capitalized amounts, of ~~the Company's~~OGE Energy's Pension Plan, Restoration of Retirement Income Plan and postretirement benefit plans that are included in the ~~Condensed Consolidated Financial Statements.~~condensed financial statements. Service cost is presented within Other Operation and Maintenance, and the remaining net periodic benefit cost components as listed in the ~~table below~~following tables are presented within Other Net Periodic Benefit Expense in the ~~Company's Condensed Consolidated Statements~~statements of ~~Income.~~income. OG&E recovers specific amounts of pension and postretirement medical costs in rates approved in its Oklahoma rate reviews. In accordance with approved orders, OG&E defers the difference between actual pension and postretirement medical expenses and the amount approved in its last Oklahoma rate review as a regulatory asset or regulatory liability. These amounts have been recorded in the Pension tracker in the regulatory assets and liabilities table in Note 1 and within Other Net Periodic Benefit Expense in the ~~Company's Condensed Consolidated Statements~~statements of ~~Income.~~income.


															OGE Energy								OG&E
		Pension Plan						Restoration of Retirement Income Plan						Postretirement Benefit Plans						Pension Plan					Restoration of Retirement Income Plan				Pension Plan				Restoration of Retirement Income Plan
		Three Months Ended						Three Months Ended						Three Months Ended					Three Months Ended				Three Months Ended				Three Months Ended				Three Months Ended
		March 31,						March 31,						March 31,					March 31,				March 31,				March 31,				March 31,
(In millions)	(In millions)	2020		2019		2020		2019		2020		2019		(In millions)	2021		2020				2021		2020		2021		2020		2021		2020

Service cost	Service cost	$	3.7	$	3.5	$	0.2	$	0.1	$	0.1	$	0.1	Service cost	$	3.0	$	3.7			$	0.1	$	0.2	$	2.1	$	2.6	$	0	$	0.1
Interest cost	Interest cost	4.6		5.7		0.1		0.1		1.1		1.4		Interest cost	3.5		4.6				0		0.1		2.5		3.4		0		0
Expected return on plan assets	Expected return on plan assets	(9.4)		(8.7)		—		—		(0.5)		(0.5)		Expected return on plan assets	(8.4)		(9.4)				0		0		(6.1)		(7.1)		0		0
Amortization of net loss	Amortization of net loss	3.8		3.8		0.1		0.1		0.6		0.6		Amortization of net loss	2.8		3.8				0.1		0.1		2.0		2.8		0		0.1
Amortization of unrecognized prior service cost (A)		—		—		—		—		(2.1)		(2.1)

Settlement cost	Settlement cost	—		19.7		—		—		—		—		Settlement cost	26.4		0				0		0		22.2		0		0		0
Total net periodic benefit cost	Total net periodic benefit cost	2.7		24.0		0.4		0.3		(0.8)		(0.5)		Total net periodic benefit cost	27.3		2.7				0.2		0.4		22.7		1.7		0		0.2
Less: Amount paid by unconsolidated affiliates		0.5		0.9		—		—		(0.2)		(0.2)
Less: Amount paid by unconsolidated affiliates (A)														Less: Amount paid by unconsolidated affiliates (A)	0.1		0.5				0		0
Plus: Amount allocated from OGE Energy (A)														Plus: Amount allocated from OGE Energy (A)											3.9		0.5		0.2		0.2
Net periodic benefit cost	Net periodic benefit cost	$	2.2	$	23.1	$	0.4	$	0.3	$	(0.6)	$	(0.3)	Net periodic benefit cost	$	27.2	$	2.2			$	0.2	$	0.4	$	26.6	$	2.2	$	0.2	$	0.4

(A)"Amount paid by unconsolidated affiliates" is only applicable to OGE Energy. "Amount allocated from OGE Energy" is only applicable to OG&E.

In addition to the net periodic benefit cost amounts recognized, as presented in the table above, for the Pension and Restoration of Retirement Income Plans for the three months ended March 31, 2021 and 2020, the Registrants recognized the following:


	Three Months Ended March 31,
(In millions)		2021		2020
Increase (decrease) of pension expense to maintain allowed recoverable amount in Oklahoma jurisdiction (A)		$	(20.7)	$	1.7
Deferral of pension expense related to pension settlement charges:
Oklahoma jurisdiction (A)		$	23.7	$	0
Arkansas jurisdiction (A)		$	2.2	$	0

(A) Included in the pension regulatory asset or liability in each jurisdiction, as indicated in the regulatory assets and liabilities table in Note 1.



		OGE Energy					OG&E
		Postretirement Benefit Plans					Postretirement Benefit Plans
	Three Months Ended					Three Months Ended
	March 31,					March 31,
(In millions)		2021		2020			2021		2020
Service cost		$	0.1	$	0.1		$	0.1	$	0
Interest cost		0.8		1.1			0.6		0.8
Expected return on plan assets		(0.5)		(0.5)			(0.4)		(0.4)

Amortization of net loss		0.7		0.6			0.7		0.7
Amortization of unrecognized prior service cost (A)		(1.7)		(2.1)			(1.3)		(1.5)


Total net periodic benefit cost		(0.6)		(0.8)			(0.3)		(0.4)
Less: Amount paid by unconsolidated affiliates (B)		(0.1)		(0.2)
Plus: Amount allocated from OGE Energy (B)							(0.1)		(0.2)
Net periodic benefit cost		$	(0.5)	$	(0.6)		$	(0.4)	$	(0.6)

(A)Unamortized prior service cost is amortized on a straight-line basis over the average remaining service period to the first eligibility age of participants who are expected to receive a benefit and are active at the date of the plan amendment.

~~In addition~~"Amount paid by unconsolidated affiliates" is only applicable to the net periodic benefit cost amounts recognized, as presented in the table above, for the Pension and Restoration of Retirement Income Plans for the three months ended March 31, 2020 and 2019, the Company recognized the following:

Three Months Ended March 31,
(In millions) 2020 2019
Increase (decrease) of pension expense to maintain allowed recoverable amount in Oklahoma jurisdiction (A) $ 1.7 $ (1.0)
Deferral of pension expense related to pension settlement charges:
Oklahoma jurisdiction (A) $ — $ 11.2
Arkansas jurisdiction (A) $ — $ 1.0

~~(A) Included in the pension regulatory asset or liability in each jurisdiction, as indicated in the regulatory assets and liabilities table in Note 1.~~OGE Energy. "Amount allocated from OGE Energy" is only applicable to OG&E.

In addition to the net periodic benefit income amounts recognized, as presented in the table above, for the postretirement benefit plans for the three months ended March 31, 2021 and 2020, ~~and 2019,~~ the ~~Company~~Registrants recognized the following:

(A) Included in the Pension tracker, as presented in the regulatory assets and liabilities table in Note 1.

Pension Plan Funding

In January 2021, OGE Energy made a $40.0 million contribution to its Pension Plan, of which $30.0 million was attributed to OG&E, and has not determined whether it will need to make any additional contributions to the Pension Plan in 2021. OGE Energy could be required to make additional contributions if the value of its pension trust and postretirement benefit plan trust assets are adversely impacted by a major market disruption in the future.

~~12.~~13.Report of Business Segments

~~The Company~~OGE Energy reports its operations in two business segments: (i) the electric utility segment, which is engaged in the generation, transmission, distribution and sale of electric energy and (ii) the natural gas midstream operations segment. Other operations primarily includes the operations of the holding company. Intersegment revenues are recorded at prices comparable to those of unaffiliated customers and are affected by regulatory considerations. The following tables ~~summarize~~present the results of ~~the Company's~~OGE Energy's business segments ~~during~~for the three months ended March 31, ~~2020~~2021 and ~~2019.~~2020.

(A)~~At March 31,~~ In 2020, ~~the Company~~OGE Energy recorded a $780.0 million impairment on its investment in Enable, as further discussed in ~~Notes 4 and 5.~~Note 4.

Three Months Ended March 31, 2019 Electric Utility Natural Gas Midstream Operations Other
Operations Eliminations Total
(In millions)
Operating revenues $ 490.0 $ — $ — $ — $ 490.0
Cost of sales 212.6 — — — 212.6
Other operation and maintenance 120.3 0.4 (1.7) — 119.0
Depreciation and amortization 82.4 — — — 82.4
Taxes other than income 24.4 0.2 1.7 — 26.3
Operating income (loss) 50.3 (0.6) — — 49.7
Equity in earnings of unconsolidated affiliates — 30.7 — — 30.7
Other income (expense) 2.6 (7.4) 0.7 (0.4) (4.5)
Interest expense 32.4 — 2.6 (0.4) 34.6
Income tax expense (benefit) 0.9 1.4 (8.1) — (5.8)
Net income $ 19.6 $ 21.3 $ 6.2 $ — $ 47.1
Investment in unconsolidated affiliates $ — $ 1,162.0 $ 11.9 $ — $ 1,173.9
Total assets $ 9,478.5 $ 1,173.0 $ 200.5 $ (90.4) $ 10,761.6

~~13.~~14.Commitments and Contingencies

Except as set forth below, in Note ~~14,~~15 and under "Environmental Laws and Regulations" in Item 2 of Part I and in Item 1 of Part II of this Form 10-Q, the circumstances set forth in Notes 15 and 16 to the ~~Consolidated Financial Statements~~financial statements included in the ~~Company's~~Registrants' ~~201~~20 920 Form 10-K appropriately represent, in all material respects, the current status of the ~~Company's~~Registrants' material commitments and contingent liabilities.

Environmental Laws and Regulations

The activities of ~~OG&E~~the Registrants 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 ~~OG&E's~~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 ~~its~~the Registrants' operations are in substantial compliance with current federal, state and local environmental standards.

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.

Other

In the normal course of business, the ~~Company is~~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 ~~Company has~~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 ~~Company's Condensed Consolidated Financial Statements.~~condensed financial statements. At the present time, based on currently available information, the ~~Company believes~~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 ~~its~~their condensed financial statements and would not have a material adverse effect on ~~the Company's consolidated~~their financial position, results of operations or cash flows.

~~14.~~15.Rate Matters and Regulation

Except as set forth below, the circumstances set forth in Note 16 to the ~~Consolidated Financial Statements~~financial statements included in the ~~Company's~~Registrants' ~~201~~20 920 Form 10-K appropriately represent, in all material respects, the current status of the ~~Company's~~Registrants' regulatory matters.

Completed Regulatory Matters

APSC Proceedings

Arkansas ~~2019~~2020 Formula Rate Plan Filing

In October 2020, OG&E filed its ~~second~~third evaluation report under its Formula Rate Plan, ~~in October 2019. On~~and on January ~~29, 2020,~~28, 2021, OG&E entered into a non-unanimous settlement agreement with the APSC General Staff ~~of the APSC~~ and the Office of the Arkansas Attorney ~~General filed a~~General. The only non-signatory to the settlement agreement ~~requesting~~agreed not to oppose the ~~APSC approve~~settlement. The settlement agreement included a ~~$5.2 million~~ revenue increase ~~with rates effective April 1, 2020. The~~of $6.7 million, which is the maximum amount statutorily allowed in this filing. Additionally, the settling parties ~~agreed~~did not object to OG&E's request for a finding that the ~~Series I grid modernization projects are prudent in both action and cost and that the~~Arkansas Series II grid modernization projects included in this filing are prudent in ~~action only~~cost. On March 9, 2021, the APSC issued a final order approving the non-unanimous settlement agreement, and new rates became effective April 1, 2021.

OCC Proceedings

Oklahoma Grid Enhancement Plan

In November 2020, the ~~determination~~OCC issued a final order approving a Joint Stipulation and Settlement Agreement that allows for interim recovery of ~~prudence of~~OG&E's costs associated with its grid enhancement plan. The approved agreement included the following key terms: (i) cost recovery through a rider mechanism will be ~~reserved until the actual historical costs are reviewed. The settling parties also agreed that OG&E will~~limited to projects placed in service in 2020 and 2021,

capped at a revenue requirement of $7.0 million annually and only include communication, automation and technology systems projects; (ii) no ~~longer use projections for the remaining initial term or extension of its current Formula Rate Plan~~operation and ~~that all costs~~maintenance expense will be included ~~for recovery for the first time~~ in the ~~historical year. On~~rider mechanism; (iii) the rider mechanism will terminate by the issuance of a final order in OG&E's next general rate review or October 31, 2022, whichever occurs first; (iv) the rider mechanism rate of return will be capped at OG&E's current cost of capital; and (v) all cost recovery is subject to true-up and refund in OG&E's next general rate review. The rider mechanism became effective on February ~~28, 2020,~~1, 2021.

Any capital investment falling outside the ~~APSC approved~~criteria of the ~~settlement agreement.~~rider mechanism will be included in OG&E's next general rate review for recovery.

Pending Regulatory Matters

~~Set forth below is a list of various~~Various proceedings pending before state or federal regulatory ~~agencies.~~agencies are described below. Unless stated otherwise, ~~OG&E~~the Registrants cannot predict when the regulatory agency will act or what action the regulatory agency will take. ~~OG&E's~~The Registrants' financial results are dependent in part on timely and adequate decisions by the regulatory agencies that set OG&E's rates.

FERC Proceedings

Order for Sponsored Transmission Upgrades within SPP

Under the SPP Open Access Transmission Tariff, costs of participant-funded, or "sponsored," transmission upgrades may be recovered from other SPP customers whose transmission service depends on capacity enabled by the upgrade. The SPP Open Access Transmission Tariff required the SPP to charge for these upgrades beginning in 2008, but the SPP had not been charging its customers for these upgrades due to information system limitations. However, the SPP had informed participants in the market that these charges would be forthcoming. In July 2016, the FERC granted the SPP's request to recover the charges not billed since 2008. The SPP subsequently billed OG&E for these charges and credited OG&E related to transmission upgrades that OG&E had sponsored, which resulted in OG&E being a net receiver of sponsored upgrade credits. The majority of these net credits were refunded to customers through OG&E's various rate riders that include SPP activity with the remaining amounts retained by OG&E.

Several companies that were net payers of Z2 charges sought rehearing of the FERC's July 2016 order; however, in November 2017, the FERC denied the rehearing requests. In January 2018, one of the impacted companies appealed the

FERC's decision to the U.S. Court of Appeals for the District of Columbia Circuit. In July 2018, that court granted a motion requested by the FERC that the case be remanded back to the FERC for further examination and proceedings. In February 2019, the FERC reversed its July 2016 order and November 2017 rehearing denial, ruled that the SPP violated its tariff to charge for the 2008 - 2015 period in 2016, held that the SPP tariff provision that prohibited those charges could not be waived and ordered the SPP to develop a plan to refund the payments but not to implement the refunds until further ordered to do so. In response, in April 2019, OG&E filed a request for rehearing with the FERC, and in May 2019, OG&E filed a FERC 206 complaint against the SPP, alleging that the SPP's forced unwinding of the revenue credit payments to OG&E would violate the provisions of the Sponsored Upgrade Agreement and of the applicable tariff. OG&E's filing requested that the FERC rule that the SPP is not entitled to seek refunds or in any other way seek to unwind the revenue credit payments it had paid to OG&E pursuant to the Sponsored Upgrade Agreement. The SPP's response to OG&E's filing agreed that OG&E should be entitled to keep its Z2 payments and argued that the SPP should not be held responsible for those payments if refunds are ordered. Further, the SPP has requested the FERC to negotiate a global settlement with all impacted parties, including other project sponsors who, like OG&E, have also filed complaints at FERC contending that the payments they have received cannot properly be unwound.

OnIn February ~~20,~~ 2020, the FERC denied OG&E's request for rehearing of its February 2019 order, denying the waiver and ruling that the SPP must seek refunds from project sponsors for Z2 payments for the 2008 -through 2015 period and pay them back to transmission owners. The FERC also denied the SPP's request for a stay and for institution of settlement procedures. The FERC stated it would not institute settlement procedures unless parties on both sides of the matter requested them. The FERC did not rule on OG&E's complaint or the complaints of other project sponsors, or consider the SPP's refund plan. The FERC thus has not set any date for payment of refunds. OnIn March 2, 2020, OG&E petitioned the U.S. Court of Appeals for the District of Columbia Circuit for review of the FERC's order denying the waiver and requiring refunds. The appeal was argued on April 14, 2021 and will likely be ~~heard later this year.~~decided before the court's current term ends in August 2021.

The ~~Company~~Registrants cannot predict the outcome of this proceeding based on currently available information, and as of March 31, ~~2020~~2021 and at present time, the ~~Company has~~Registrants have not reserved an amount for a potential refund. If the reversal of the July 2016 FERC order remains intact, OG&E estimates it would be required to refund $13.0 million, which is net of amounts paid to other utilities for upgrades and would be subject to interest at the FERC-approved rate. If refunds were required,

recovery of these upgrade credits would shift to future periods. Of the $13.0 million, the ~~Company~~Registrants would be impacted by $5.0 million in expense that initially benefited the ~~Company~~Registrants in 2016, and OG&E customers would incur a net impact of $8.0 million in expense through rider mechanisms or the FERC formula rate.

~~The~~In January 2020, the FERC acted on an SPP ~~has recently proposed eliminating~~proposal to eliminate Attachment Z2 revenue crediting and ~~replacing~~replace it with a different rate mechanism that would provide project sponsors, such as OG&E, the same level of recovery, ~~they would receive if payments continued under Attachment Z2. The FERC~~and rejected ~~that~~the proposal to the extent it would limit recovery to the amount of the upgrade sponsor's directly assigned upgrade costs with ~~interest, finding that providing the possibility of recovering greater than the cost of the investment could serve as an incentive for entities to build merchant transmission projects.~~interest. The SPP ~~is allowed to resubmit~~resubmitted a proposal in April 2020 without this limited ~~recovery.~~recovery, and with the alternative rate mechanism, and the FERC approved it in June 2020, effective July 1, 2020. No party sought rehearing of the order, and it is now final. This order would only prospectively impact OG&E and its recovery of any future upgrade costs that it may incur as a project sponsor. All of the existing projects that are eligible to receive revenue credits under Attachment Z2, which includes the $13.0 million at issue in OG&E's appeal as discussed above, will continue to do so.

APSC Proceedings

~~Environmental Compliance Plan Rider~~Disconnection Procedures Related to COVID-19

In September 2020, the APSC issued Order No. 9 inviting comments from all jurisdictional utilities and any other interested stakeholders on specific questions related to whether a moratorium on service terminations should be lifted and if so, how the resumption of disconnections should occur. The APSC also ordered utilities to submit a detailed "Transitional Plan" outlining how utilities propose to reinstate routine service disconnection activities and collection of past due amounts once the moratorium is lifted. OG&E submitted its proposed Transitional Plan in October 2020. The APSC General Staff thereafter filed reports for utilities that set forth recommendations as to the form of notice that should occur prior to lifting the moratorium and resuming disconnections, as well as payment arrangements that should be made available to customers.

On February 8, 2021, the APSC issued Order No. 15 announcing a target date of May ~~2019,~~3, 2021 to lift the moratorium on disconnections and requiring certain conditions and requirements that utilities must meet before disconnections may resume. Such requirements include, among other things, immediate communication to customers, notice periods for disconnections and deferred payment arrangements. On March 26, 2021, the APSC issued Order No. 18 confirming the lifting of the moratorium on disconnections on May 3, 2021 and directing utilities to take specific steps prior to resuming disconnections.

February 2021 Extreme Cold Weather Event

In February 2021, OG&E's service territory experienced an unprecedented, prolonged, cold spell that resulted in record winter peak demand for electricity and extremely high natural gas and purchased power prices. On April 1, 2021, OG&E filed ~~an environmental compliance plan rider in Arkansas to recover its investment for the environmentally mandated costs associated~~ with the ~~Sooner Dry Scrubbers project~~APSC a Motion for Authority to Establish Special Regulatory Treatment within the Energy Cost Recovery Rider to Defer Extraordinary Fuel Costs Incurred Due to the February 2021 extreme cold weather event. More specifically, OG&E's Motion sought approval to defer, amortize and recover the ~~conversion~~extraordinary fuel costs over a ten-year period with a carrying charge of ~~Muskogee Units 4 and 5 to natural gas. The filing is an interim surcharge, subject to refund, that began~~OG&E's pre-tax rate of return of 6.60 percent, through a special factor within OG&E's Energy Cost Recovery Rider beginning with the first billing cycle of June 2019. OG&E is reserving the amounts collected through the interim surcharge, pending APSC approval of OG&E's filing. A hearing on the merits was held in December 2019, and parties submitted additional briefs to the APSC in March 2020. The primary question before the APSC is whether a company can utilize an environmental compliance plan rider while also being regulated under a formula rate plan. OG&E is awaiting a final decision from the APSC.

~~Order Regarding COVID-19~~

May 2021. On April ~~10, 2020,~~13, 2021, the APSC issued Order No. 118 allowing OG&E interim recovery at an interest rate equal to the customer deposit interest rate, which is currently 0.8 percent, over a period of ten years beginning with the first billing cycle of May 2021. Recovery is subject to a true-up after the APSC determines the appropriate allocation, length of recovery and carrying charge. Such determinations are expected to be made by the APSC later this year. On May 4, 2021, OG&E filed testimony further supporting its 10-year amortization period and a carrying charge of OG&E's pre-tax rate of return of 6.60 percent. OG&E has recorded $102.4 million related to ~~COVID-19~~the Arkansas jurisdictional portion of the February 2021 extreme cold weather event fuel costs, which is primarily included within Fuel Clause Under Recoveries in the balance sheets as of March 31, 2021 and will be reclassified to a new regulatory asset in the ~~provision of safe, adequate and reliable utility service at just and reasonable rates. Among other things,~~subsequent period based on the APSC ~~ordered~~order received in April 2021.

In April 2021, Arkansas enacted legislation to amend its storm recovery securitization statute to allow for both electric and gas utilities to recover through securitization extraordinary natural gas, fuel and purchased power costs caused by storms. The amended statute authorizes the ~~suspension~~APSC to issue a financing order for the issuance of ~~disconnects during~~securitization bonds upon a finding it is reasonably expected to lower overall costs or mitigate rate impacts as compared with traditional utility financing. Upon the ~~pendency~~initiation of a securitization application, the APSC has 135 days to issue an order. The requesting utility has two years from the date of the financing order to issue the securitization bonds. The amended statute allows carrying costs at a utility's weighted average cost of capital from the date of when the costs were incurred until the date when bonds are ultimately issued. OG&E is evaluating the potential securitization recovery of the Arkansas Governor's emergency declaration or until the directive is rescinded by the APSC, as well as encouraging reasonable payment arrangements once the prohibition is lifted. The APSC also authorized utilities to establish regulatory assets to record costs resulting from the suspension of disconnections. These regulatory assets will be reviewed in future proceedings for reasonableness. The APSC ordered the General Staffjurisdictional portion of the ~~APSC to consult with utilities to create a quarterly report to be used to report the costs incurred and saved that have been booked to the regulatory asset. OG&E is~~February 2021 extreme cold

2431

~~monitoring the regulatory activity regarding COVID-19 at the APSC~~weather event costs and ~~will consider the request~~intends to apply for ~~additional regulatory action by the APSC as needed.~~

~~On May 1, 2020, OG&E filed a Request for Additional Actions and Tariff Deviation seeking relief from the Arkansas General Service Rules and OG&E's Terms and Conditions under the tariff, in order~~securitization if it is deemed to allow for: more flexible deferred payment agreements for all customer classes, suspension of increased deposits due to non-payment and suspension of the removal of customers from certain billing and extended due date plans for late payments. In addition, OG&E requested that incremental expenses, such as additional personal protective equipment, increased sanitation efforts at facilities, implementing health-screening processes and securing temporary facilities for potential sequestration of critical operation personnel, be tracked in a regulatory asset. OG&E noted that all possible cost categories are not known currently and reservedstrike the right ~~to file subsequent requests as needed.~~balance between protecting the credit strength of OG&E and providing customer savings.

OCC Proceedings

~~Oklahoma Grid Enhancement Plan~~

On February 24, 2020, OG&E filed an application with the OCC for approval of a mechanism that allows for interim recovery of the costs associated with its grid enhancement plan. The plan includes approximately $800.0 million of strategic, data-driven investments, over five years, covering grid resiliency, grid automation, communication systems and technology platforms and applications. A hearing on the merits is scheduled to begin on July 7, 2020.

Oklahoma Retail Electric Supplier Certified Territory Act Causes

~~Certain~~Several rural electric cooperative electricity suppliers have filed complaints with the OCC alleging that OG&E has violated the Oklahoma Retail Electric Supplier Certified Territory Act. OG&E believes it is lawfully serving customers specifically exempted from this act and has presented evidence and testimony to the OCC supporting its position. There have been five complaint cases initiated at the OCC, and the OCC has issued decisions on each of them. The OCC ruled in favor of the electric cooperatives in three of those cases and ruled in favor of OG&E in two of those cases. All five of those cases have been appealed to the Oklahoma Supreme Court, where they have been made companion cases but will be individually briefed and have individual final decisions.

If the ~~OCC~~Oklahoma Supreme Court ultimately were to ~~ultimately~~ find that some or all of the customers being served are not exempted ~~then~~from the Oklahoma Retail Electric Supplier Certified Territory Act, OG&E would have to evaluate the recoverability of some plant investments made to serve these customers. The total amount of OG&E's plant investments made to serve the customers in all five cases is approximately$28.0 million, of which $11.7 million applies to the three cases where the OCC ruled in favor of the electric cooperatives. In addition to the evaluation of the recoverability of the investments, OG&E may also be required to reimburse certified territory suppliers for an amount of lost revenue. The amount of such lost revenue would depend on how the OCC calculates the revenue requirement but could range from approximately $20.1 million to $27.8 million for all five cases, of which $1.8 million to $2.8 million would apply to the three cases where the OCC ruled in favor of the electric cooperatives.

~~OCC Public Utility Division Motion Regarding COVID-19~~October 2020 Storm Examination

~~On April 28,~~In October 2020, a major ice storm moved through OG&E's service territory which caused significant damage to the ~~Director of~~system. In November 2020, the Public Utility Division of the OCC initiated an examination and review of all distribution utilities and cooperatives affected by the storm into the mitigation efforts, restoration processes and proposed improvements for future related or similar events. Respondents are required to provide certain information related to the examination, and the OCC may request additional relief as the examination proceeds. No procedural schedule has been proposed currently; however, OG&E is responding to discovery requests.

February 2021 Extreme Cold Weather Event

In February 2021, OG&E's service territory experienced an unprecedented, prolonged, cold spell that resulted in record winter peak demand for electricity and extremely high natural gas and purchased power prices. On February 24, 2021, OG&E submitted an application to the OCC outlining a two-step approach for regulatory treatment for the fuel and purchased power costs associated with the unprecedented weather event. The steps included: (i) an intra-year fuel clause increase to be effective April 1, 2021; and (ii) a request for regulatory asset treatment at OG&E's weighted average cost of capital for the remaining fuel and purchased power costs. On March 18, 2021, the OCC approved OG&E's filing to establish a regulatory asset. The approval allowed OG&E to create a regulatory asset for all deferred costs with an initial carrying charge based on the effective cost of the debt financing, until such time where the prudency of this event is evaluated, the amortization period is decided on and a long-term carry cost is established. As of March 31, 2020, OG&E has deferred $829.4 million to the regulatory asset, as indicated in Note 1.

In April 2021, Oklahoma enacted legislation to allow for the securitization of costs incurred during the February 2021 extreme cold weather event. The new statute authorizes the OCC to issue a financing order for the issuance of securitization bonds after consideration of certain factors, including but not limited to, mitigated impacts and savings for customers through the use of ratepayer-backed securitization bonds as compared to traditional utility financing. The OCC must issue a financing order within 180 days after receiving all necessary information required by the statute. Under the statute, the Oklahoma Development Finance Authority is responsible for issuing the securitization bonds within two years from the date of the financing order. Carrying costs will be included at a rate and time determined by the OCC and continue until the bonds are issued. On April 26, 2021, OG&E filed an application ~~requesting an order from~~pursuant to the Act seeking OCC ~~authorizing action in response~~approval to ~~COVID-19. The application requests the OCC to authorize the State's utilities to record as a regulatory asset increased bad debt expenses,~~securitize its costs ~~associated with expanded payment plans, waived fees and incremental expenses that are directly~~ related to the ~~suspension of or delay in disconnection of service beginning March 15, 2020, with~~February 2021 extreme cold weather event and to receive an interim carrying charge. OG&E expects to provide the ~~issuance~~requisite information to support the application by the end of the ~~Oklahoma Governors' emergency declaration. The application also requests the OCC to allow utilities to defer additional expenses associated with ensuring the continuity~~second quarter of utility service, such as additional personal protective equipment, increased sanitation efforts at facilities, implementing heath-screening processes and securing temporary facilities for potential sequestration of critical operation personnel. The application asks the OCC to consider in future proceedings whether each utility's request for recovery of these regulatory assets is reasonable and necessary and to consider issues such as the incremental bad debt experienced over normal periods, the appropriate period of recovery for any approved amount of regulatory asset, any amount of carrying costs and other related matters. The application is scheduled to be heard by the OCC on May 7, 2020.2021.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

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

In February 2021, Enable entered into a definitive merger agreement with Energy Transfer, which is further discussed under "Recent Developments - Enable Merger Agreement with Energy Transfer" below and in Note 4 within "Item 1. Financial Statements." For a discussion of risks related to the Enable and Energy Transfer merger, see "Item 1A. Risk Factors" in OGE Energy's 2020 Form 10-K.

Overview

~~Company~~ Strategy

~~The Company's mission, through OG&E and the Company's equity interest in Enable,~~OGE Energy's purpose is to ~~fulfill its critical role in the nation's electric utility~~energize life, providing life-sustaining and natural gas midstream pipeline infrastructure and meet individual customer's needs for energy and related services, focusing on safety, efficiency, reliability, customer service and risk management. The Company's corporate strategy is to continue to maintain its existing business mix and diversified asset position of its regulated electric utility business and interest in a publicly traded midstream company, while providing competitive energylife-enhancing products and services, while honoring its commitment to strengthen communities. Its business model is centered around growth and sustainability for employees (internally referred to as "members"), communities and customers ~~as well as seeking~~and the owners of OGE Energy, its shareholders.

OGE Energy is focused on creating long-term shareholder value by targeting the consistent growth ~~opportunities in both businesses.~~

~~Additionally, the Company wants to achieve a premium valuation~~ of ~~its businesses relative to its peers, grow~~ earnings per share ~~with~~of five percent at the electric utility, underscored by a ~~stable earnings pattern, create a high-performance culture~~strategy of investing in lower risk infrastructure projects that improve the economic vitality of the communities it serves in Oklahoma and achieve desired outcomes with target stakeholders. The Company's financial objectives include a long-term annual earnings growth rate for OG&E of four to six percent on a weather-normalized basis, maintaining a strong credit rating as well as projecting dividend increases to be consistent with utility earnings growth. The Company alsoArkansas. OGE Energy utilizes cash distributions from its ~~investment in Enable~~natural gas midstream operations segment to help fund its electric utility capital ~~needs and support future dividend growth. The Company believes it can accomplish these~~investments. OGE Energy's financial objectives ~~by, among other things, pursuing multiple avenues to build its business,~~also include maintaining investment grade credit ratings and providing a ~~diversified asset position, continuing to develop a wide range of skills to succeed with changes in its industries, providing products~~strong and ~~services to customers efficiently, managing risks effectively and having strong regulatory and legislative relationships.~~reliable dividend for shareholders.

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OGE Energy's long-term sustainability is predicated on providing exceptional customer experiences, investing in grid improvements and increasingly cleaner generation resources, environmental stewardship, strong governance practices and caring for and supporting its members and communities.

Recent Developments

Enable Merger Agreement with Energy Transfer

In February 2021, Enable entered into a definitive merger agreement with Energy Transfer, pursuant to which, and subject to the conditions of the merger agreement, all outstanding common units of Enable will be acquired by Energy Transfer in an all-equity transaction. Under the terms of the merger agreement, Enable's common unitholders, including OGE Energy, will receive 0.8595 of one common unit representing limited partner interests in Energy Transfer for each common unit of Enable. The transaction is subject to the receipt of the required approvals from the holders of a majority of Enable's common units. In April 2021, CenterPoint and OGE Energy, who collectively own approximately 72.9 percent of Enable's common units, delivered written consents approving the merger agreement, and those consents are sufficient to approve the merger. The transaction also is subject to the receipt of anti-trust approvals and other customary closing conditions. The transaction is anticipated to close in 2021. Assuming the transaction closes, OGE Energy will own approximately three percent of Energy Transfer's outstanding limited partner units in lieu of the 25.5 percent interest in Enable that it currently owns. OGE Energy expects to incur transaction costs for investment bankers, advisors and attorneys as part of the transaction.

The quarterly distribution currently received from Enable is expected to be replaced by dividends received from Energy Transfer. OGE Energy does not expect significant changes to its cash requirements for funding operations or capital expenditures as a result of the merger between Enable and Energy Transfer. Assuming the successful completion of the merger, OGE Energy intends to exit the midstream segment in a prudent manner.

February 2021 Extreme Cold Weather Event

In February 2021, OG&E's service territory experienced an unprecedented, prolonged, cold spell that resulted in record winter peak demand for electricity and extremely high natural gas and purchased power prices. Both the OCC and APSC have approved regulatory mechanisms for OG&E's recovery of the significant fuel and purchased power costs associated with the unprecedented weather event, as further discussed in Note 15 within "Item 1. Financial Statements." As of March 31, 2021, OG&E has recorded a $829.4 million regulatory asset for the Oklahoma jurisdictional portion of fuel and purchased power costs incurred during this extreme weather event. OG&E has also recorded $102.4 million related to the Arkansas jurisdictional portion of the fuel and purchased power costs, which is primarily included within Fuel Clause Under Recoveries in the balance sheets as of March 31, 2021.

In March 2021, OGE Energy entered into a $1.0 billion unsecured 364-day term loan agreement and borrowed the full $1.0 billion to help cover the significant fuel and purchased power costs incurred during the extreme cold weather event. Further discussion can be found in Note 11 within "Item 1. Financial Statements." The Oklahoma and Arkansas legislatures have both passed legislation that would help alleviate the immediate burden on customers and OGE Energy by securitizing the cost impacts from this extreme winter event. The securitization of these costs could spread out the recovery of the costs over a longer period of time at a lower finance carrying charge. On April 26, 2021, OG&E filed an application seeking OCC approval to securitize its costs related to the February 2021 extreme cold weather event. Further discussion can be found in Note 15 within "Item 1. Financial Statements."

COVID-19 Pandemic

In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic, which continues to spread throughout the U.S. and world. In an effort to contain COVID-19 or slow its spread, the U.S. federal, state and local governments ~~have~~ enacted various measures, including orders to close or place restrictions on businesses not deemed "essential," enact "shelter in place" restrictions on residents and practice social distancing when engaging in essential activities. ~~The~~Since May 2020, there have been no Oklahoma City-wide or Oklahoma state-wide "shelter in place" restrictions. Currently, COVID-19 ~~outbreak has adversely impacted global markets~~vaccines are available to all Oklahoma and ~~activity, including~~Arkansas residents, depending upon the ~~energy industry, and it is impossible to predict the ultimate impact~~age requirements of the particular vaccine, and the Registrants have provided on-site access to COVID-19 ~~pandemic, as the situation is rapidly evolving.~~vaccines to their members. The ~~Company's current and potential future responses to the COVID-19 impacts on our employees, customers and shareholders are further discussed below.~~

•~~Our~~Registrants' top priority is to protect ~~our~~their employees and their families, as well as ~~our~~their customers. WeThe Registrants are taking ~~all~~ precautionary measures as directed by health authorities and local and national ~~governments. We~~governments and continue to monitor the outbreak of COVID-19 and ~~other closures,~~whether any occupancy reductions or closures ~~for a longer period of time, may be required~~are necessary to help ensure the health and safety of ~~our~~their employees and ~~our~~ customers.

•~~As a precautionary measure in order~~ The OCC and the APSC both issued accounting orders allowing the Registrants to ~~increase our cash position~~defer for recovery the incremental costs incurred for pandemic-related safety measures and ~~preserve financial flexibility in light of current uncertainty~~the incremental bad debt resulting from ~~the~~ COVID-19, ~~pandemic, the Company entered into a one-year $75.0 million term loan agreement in April 2020. Further, OG&E issued $300.0 million in senior notes in April 2020.~~

•In March 2020, President Trump signed into U.S. federal law the Coronavirus Aid, Relief, and Economic Security Act, or the "CARES Act," which is aimed at addressing the economic disruption resulting from the COVID-19 pandemic and providing certain tax relief to businesses in the U.S. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of the employer portion of FICA payroll taxes, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The Company concluded that the financial impact of the provisions it adopted is immaterial.

•~~The Company announced that it would voluntarily suspend all disconnects for nonpayment, effective March 16, 2020. The Company adjusted its reserve on accounts receivable~~ as of March 31, 2020 in light of the current expected credit loss model (ASU 2016-13) and the COVID-19 pandemic. The adjustment, which was not material, incorporated concerns of slower customer payment due to unemployment. Overall, the financial impact of COVID-19 was relatively minor for the three months ended March 31, 2020; however, we expect continued instances of slower payment or non-payment by customers and reduced commercial and industrial demand, depending upon the length and severity of "shelter in place" orders. The Company will continue to monitor the reserve as we gain better clarity on the impacts of COVID-19 on our customers and business. The Company is also monitoring customer usage to determine any impact on load forecasts, in terms of both energy and demand usage. Due to different customer characteristics, the contribution to margin varies by customer class and applicable tariffs. The below table presents a one percent annual gross margin sensitivity by class, based on the gross margin guidance the Company provided in its ~~2019 Form 10-K. This analysis only incorporates retail gross margin and excludes transmission and other gross margin sensitivities.~~


~~Customer Class~~	~~1% Margin Sensitivity~~ ~~(In millions)~~
~~Residential~~	$	~~6.5~~
~~Commercial~~	$	~~3.6~~
~~Industrial~~	$	~~1.3~~
~~Oilfield~~	$	~~1.1~~
~~Public authorities~~	$	~~1.2~~

•Beginning in March 2020, oil and natural gas commodity prices have experienced extreme volatility, primarily attributable to decreased demand resulting from the COVID-19 pandemic and the actions of the Organization of Petroleum Exporting Countries and other oil exporting nations. On April 1, 2020, Enable announced its plan to reduce its quarterly distributions to its shareholders by 50 percent. This change in distribution, which should help strengthen Enable's balance sheet and increase its annualized cash flows, is supported by the Company. The Company does not foresee the need to access equity markets as a result of this reduction in distributions from Enable.

2734

~~Impairment~~OG&E continues to adjust its reserve on accounts receivable to incorporate concerns of continued slower payment due to unemployment. These orders are further discussed in Note 15 within "Item 1. Financial Statements" and in the ~~Company's Equity Investment in Enable~~Registrants' 2020 Form 10-K.

At March 31, 2020, the Company estimated the fair value of its investment in Enable was below the book value and concluded the decline in value was not temporary due to the severity of the decline and recent rapid deterioration, as well as the near term future outlook, of the midstream oil and gas industry. Accordingly, the Company recorded a $780.0 million impairment on its investment in Enable for the three months ended March 31, 2020. Further discussion can be found in Notes 4 and 5 in "Item 1. Financial Statements."

OG&E's Regulatory Matters

~~Further discussion can be found~~Completed regulatory matters affecting current period results are discussed in Note 1415 within "Item 1. Financial Statements."

~~Arkansas 2019 Formula Rate Plan Filing~~

OG&E filed its second evaluation report under its Formula Rate Plan in October 2019. On January 29, 2020, OG&E, the General Staff of the APSC and the Office of the Arkansas Attorney General filed a settlement agreement requesting the APSC approve a $5.2 million revenue increase, with rates effective April 1, 2020. The settling parties agreed that the Series I grid modernization projects are prudent in both action and cost and that the Series II grid modernization projects are prudent in action only and the determination of prudence of costs will be reserved until the actual historical costs are reviewed. The settling parties also agreed that OG&E will no longer use projections for the remaining initial term or extension of its current Formula Rate Plan and that all costs will be included for recovery for the first time in the historical year. On February 28, 2020, the APSC approved the settlement agreement.

Summary of OGE Energy Operating Results

~~Net loss~~OGE Energy's net income was ~~$491.8~~$52.7 million, or ~~$2.46~~$0.26 per diluted share, during the three months ended March 31, ~~2020~~2021 as compared to a net ~~income~~loss of ~~$47.1~~$491.8 million, or ~~$0.24~~$2.46 per diluted share, during the same period in ~~2019.~~2020. The ~~decrease~~increase in net income of ~~$538.9~~$544.5 million, or ~~$2.70~~$2.72 per diluted share, is further discussed below.

•~~A net loss~~Net income at OGE Holdings of $37.9 million, or $0.19 per diluted share of OGE Energy's common stock, during the three months ended March 31, 2021 compared to a net loss of $568.0 million, or $2.84 per diluted share of ~~the Company's~~OGE Energy's common stock, during the three months ended March 31, ~~2020 compared to net income of $21.3 million, or $0.11 per diluted share of the Company's common stock, during the three months ended March 31, 2019~~2020. The increase was primarily due to ~~a decrease in~~the 2020 impact of equity in earnings of Enable related to the impairment ~~on the Company's~~of OGE Energy's investment in Enable, partially offset by ana decrease in income tax benefit related to this impairment charge. The increase in equity in earnings of Enable was also impacted by increased net income from Enable's transportation and storage business resulting from higher average natural gas sales prices.

•~~An increase~~A decrease in net income at OG&E of ~~other operations of $50.1~~$8.7 million, or ~~$0.25~~$0.04 per diluted share of ~~the Company's~~OGE Energy's common stock, was primarily due to ~~higher income tax benefit~~lower gross margin driven by losses from the ~~impairment recorded on~~guaranteed flat bill program during the ~~Company's investment in Enable. The tax benefit impact is due to a consolidating tax adjustment related to the interim period that will reverse over the course of the year.~~

•~~An increase in net income at OG&E of $0.3 million was primarily due to higher gross margin (driven by the expiration of the cogeneration credit rider), partially offset by~~February 2021 extreme cold weather event, higher depreciation and amortization expense due to additional assets being placed into service and higher interest expense driven by increased long-term debt ~~outstanding.~~

~~2020 Outlook~~

~~Key assumptions for 2020 include:~~

~~OG&E~~

~~OG&E's earnings outlook for 2020 is unchanged. The utility is projected to earn approximately $346 million to $357 million of net income, or $1.72 to $1.78 per average diluted share, in 2020.~~

~~OGE Holdings~~

~~As a result of the revised guidance~~outstanding, partially offset by ~~Enable~~lower other operation and the equity method investment impairment recorded by the Company, OGE Holdings projects earnings contributions to be between ($2.59) to ($2.55) per average diluted share. Ongoing earnings per average diluted share are projected to be between $0.36 and $0.40, and the Company expects to receive approximately $93 million in cash distributions. Ongoing earnings per average diluted share is a non-GAAP financial measure; further discussion and a reconciliation in accordance with GAAP can be found under "Non-GAAP Financial Measures" below.

~~Consolidated OGE~~

The Company's 2020 earnings guidance has changed from approximately $440 million to $463 million of net income, or $2.19 to $2.31 per average diluted share, to a net loss of approximately ($173) million to ($154) million, or ($0.87) to ($0.77) per average diluted share. Ongoing earnings are projected to be between approximately $417 million to $436 million of net income, or $2.08 to $2.18 per average diluted share. Ongoing earnings and ongoing earnings per average diluted share are non-GAAP financial measures; further discussion and reconciliations in accordance with GAAP can be found under "Non-GAAP Financial Measures" below. The guidance is based on the following assumptions:

maintenance expense.

•~~approximately 201~~A decrease in net income of other operations (holding company) of $52.7 million, ~~average~~or $0.27 per diluted ~~shares outstanding;~~

•~~an effective~~share of OGE Energy's common stock, was primarily due to a lower income tax ~~rate of approximately 41 percent and a 13 percent effective tax rate on ongoing earnings; and~~

•~~breakeven results are projected at the holding company which is unchanged.~~

~~Non-GAAP Financial Measures~~

~~The Company~~

~~"Ongoing earnings" and "ongoing earnings per average diluted share" are defined~~benefit driven by the Company as GAAP Net Income (Loss) and GAAP Earnings (Loss) per Average Diluted Share adjusted to exclude certain non-cash charges and the associated tax impacts. These financial measures excluded a non-cash charge of $780.0 million, or $3.90 per average diluted share, associated with the2020 impairment of ~~the Company's~~OGE Energy's investment in Enable, which the Company's management considers an unusual and infrequent event. Management believes that ongoing earnings and ongoing earnings per average diluted share provide a more meaningful comparison of earnings results and are more representative of the Company's fundamental core earnings power.Enable. The Company's management uses ongoing earnings and ongoing earnings per average diluted share internally for financial planning and analysis, for reporting of results to the Board of Directors and when communicating its earnings outlook to analysts and investors.

~~Reconciliations of ongoing earnings and ongoing earnings per average diluted share for the three months ended March 31, 2020 are below.~~

Reconciliation of Ongoing Earnings to GAAP Net Income (Loss)
(In millions) GAAP Net Income (Loss) Enable Investment Impairment Charge (A) Tax Effect Ongoing Earnings
OG&E (Electric Utility) $ 19.9 $ — $ — $ 19.9
OGE Holdings (Natural Gas Midstream Operations) (B) (568.0) 780.0 (190.4) 21.6
Other operations (C) 56.3 — (52.8) 3.5
Consolidated total $ (491.8) $ 780.0 $ (243.2) $ 45.0

Reconciliation of Ongoing Earnings per Average Diluted Share to GAAP Earnings (Loss) per Average Diluted Share
GAAP Earnings (Loss) per Average Diluted Share Enable Investment Impairment Charge per Share (A) Tax Effect
per Share Ongoing Earnings per Average Diluted Share
OG&E (Electric Utility) $ 0.10 $ — $ — $ 0.10
OGE Holdings (Natural Gas Midstream Operations) (B) (2.84) 3.90 (0.95) 0.11
Other operations (C) 0.28 — (0.26) 0.02
Consolidated total $ (2.46) $ 3.90 $ (1.21) $ 0.23

~~(A)~~Does not include a $4.4 million pre-tax charge recorded during the three months ended March 31, 2020 for the Company's share of Enable's goodwill and long-lived asset impairments, as adjusted for basis differences.

~~(B)Tax Effect and Tax Effect per Share are calculated utilizing the Company's effective tax rate for the three months ended March 31, 2020.~~

~~(C)As a result of the impairment of the Company's investment in Enable, other operations' GAAP Net Income (Loss) and GAAP Earnings (Loss) per Average Diluted Share include a~~income tax benefit impact was due to a consolidating income tax adjustment related to the interim period that ~~will reverse~~was eliminated in the ordinary course of business over the ~~course~~remainder of ~~the year.~~2020.

~~Reconciliations of ongoing~~

2021 Outlook

OG&E's 2021 earnings guidance remains unchanged and ~~ongoing earnings~~is between $352 million to $373 million, or $1.76 to $1.86 per average diluted ~~share included~~share. Based on first quarter 2021 results, including the impacts of the February 2021 extreme cold weather event and strong mitigation efforts, OG&E's full year earnings are currently projected to be in the lower half of this range. The guidance assumes, among other things, approximately 200 million average diluted shares outstanding and normal weather for the year. As indicated in its 2020 ~~Outlook are below.~~


Form 10-K, OGE Energy is not issuing 2021 consolidated earnings guidance due to Enable not issuing an earnings outlook due to the announced merger between Enable and Energy Transfer. See OGE Energy's 202 0 Form 10-K for other key factors and assumptions underlying its 2021 guidance.	~~Twelve Months Ended December 31, 2020 (A)~~
~~OGE Holdings~~
~~GAAP net loss per average diluted share~~	$	~~(2.57)~~
~~Enable investment impairment charge per share (B)~~	~~2.95~~
~~Ongoing earnings per average diluted share~~	$	~~0.38~~

~~Consolidated OGE~~ ~~(In millions)~~
~~GAAP net loss~~	$	~~(163.5)~~
~~Enable investment impairment charge (B)~~	~~590.0~~
~~Ongoing earnings~~	$	~~426.5~~

~~Consolidated OGE~~
~~GAAP net loss per average diluted share~~	$	~~(0.82)~~
~~Enable investment impairment charge per share (B)~~	~~2.95~~
~~Ongoing earnings per average diluted share~~	$	~~2.13~~

~~(A) Based on the midpoint of earnings guidance for 2020.~~

~~(B) Represents the tax-effected impairment amount that the Company recorded on its equity investment in Enable for the three months ended March 31, 2020.~~Non-GAAP Financial Measures

OG&E

Gross margin is defined by OG&E as operating revenues less cost of sales. Cost of sales, as reflected on the income statement, includes fuel, purchased power and certain transmission expenses. Gross margin is a non-GAAP financial measure because it excludes depreciation and amortization and other operation and maintenance expenses. Expenses for fuel and purchased power are recovered through fuel adjustment clauses, and as a result, changes in these expenses are offset in operating revenues with no impact on net ~~income.~~income except for the portion of fuel and purchased power costs related to customers under the guaranteed flat bill program. OG&E believes gross margin provides a more meaningful basis for evaluating its operations across periods than operating revenues because gross margin excludes the revenue effect of fluctuations in these expenses. Gross margin is used internally to measure performance against budget and in reports for management and the Board of Directors. OG&E's definition of gross margin may be different from similar terms used by other companies. Further, gross margin is not intended to replace operating revenues as determined in accordance with GAAP as an indicator of operating performance. For a reconciliation of gross margin to revenue, which is the most directly comparable financial measure

3035

~~financial measure~~ calculated and presented in accordance with GAAP, for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, see "OG&E (Electric Utility) Results of Operations" below.

Enable

Gross margin is defined by Enable as total revenues minus costs of natural gas and NGLs, excluding depreciation and amortization. Total revenues consist of the fees that Enable charges its customers and the sales price of natural gas and NGLs that Enable sells. The cost of natural gas and NGLs consists of the purchase price of natural gas and NGLs that Enable purchases. Enable deducts the cost of natural gas and NGLs from total revenues to arrive at a measure of the core profitability of their mix of fee-based and commodity-based customer arrangements. Gross margin allows for meaningful comparison of the operating results between Enable's fee-based revenues and Enable's commodity-based contracts which involve the purchase or sale of natural gas, NGLs and/or crude oil. In addition, ~~the Company~~OGE Energy believes gross margin allows for a meaningful comparison of the results of Enable's commodity-based activities across different commodity price environments because it measures the spread between the product sales price and cost of products sold. Enable's definition of gross margin may be different from similar terms used by other companies. Further, gross margin is not intended to replace operating revenues as determined in accordance with GAAP as an indicator of operating performance. For a reconciliation of gross margin to revenue, which is the most directly comparable financial measure calculated and presented in accordance with GAAP, for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, see "OGE Holdings (Natural Gas Midstream Operations) Results of Operations" below.

Results of Operations

The following discussion and analysis presents factors that affected the ~~Company's consolidated~~Registrants' results of operations for the three months ended March 31, ~~2020~~2021 as compared to the same period in ~~2019~~2020 and the ~~Company's consolidated~~Registrants' financial position at March 31, ~~2020.~~2021. Due to seasonal fluctuations and other factors, the ~~Company's~~Registrants' operating results for the three months ended March 31, ~~2020~~2021 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2020~~2021 or for any future period. The following information should be read in conjunction with the ~~Condensed Consolidated Financial Statements~~condensed financial statements and ~~Notes~~notes thereto. Known trends and contingencies of a material nature are discussed to the extent considered relevant.


		Three Months Ended						Three Months Ended
		March 31,
OGE Energy						OGE Energy	March 31,
(In millions except per share data)	(In millions except per share data)	2020		2019		(In millions except per share data)		2021		2020
Net income (loss)	Net income (loss)	$	(491.8)	$	47.1	Net income (loss)		$	52.7	$	(491.8)
Basic average common shares outstanding	Basic average common shares outstanding	200.2		199.9		Basic average common shares outstanding		200.1		200.2
Diluted average common shares outstanding	Diluted average common shares outstanding	200.2		200.5		Diluted average common shares outstanding		200.1		200.2
Basic earnings (loss) per average common share	Basic earnings (loss) per average common share	$	(2.46)	$	0.24	Basic earnings (loss) per average common share		$	0.26	$	(2.46)
Diluted earnings (loss) per average common share	Diluted earnings (loss) per average common share	$	(2.46)	$	0.24	Diluted earnings (loss) per average common share		$	0.26	$	(2.46)
Dividends declared per common share	Dividends declared per common share	$	0.38750	$	0.36500	Dividends declared per common share		$	0.40250	$	0.38750


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


			Page
GLOSSARY OF TERMS			ii
FORWARD-LOOKING STATEMENTS			1

Part I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
OGE Energy Corp . Consolidated Condensed ~~Consolidated~~Financial Statements ~~of Income~~			3
~~Condensed Consolidated Statements of Comprehensive Income~~Oklahoma Gas and E			4lectric
C ompany Condensed ~~Consolidated Statements of Cash Flows~~			5
~~Condensed Consolidated Balance Sheets~~			6
~~Condensed Consolidated Statements of Changes in Stockholders' Equity~~			8
~~Notes to Condensed Consolidated~~ Financial Statements			9
Combined Notes to Condensed Financial Statements			14

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			2633

Item 3. Quantitative and Qualitative Disclosures About Market Risk			4549

Item 4. Controls and Procedures			4549

Part II - OTHER INFORMATION
Item 1. Legal Proceedings			4650

Item 1A. Risk Factors			4650

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			4750



Item 6. Exhibits			4751

Signature			4852


		Three Months Ended March 31,					Three Months Ended March 31,
(In millions, except per share data)	(In millions, except per share data)	2020		2019		(In millions, except per share data)	2021		2020
OPERATING REVENUES	OPERATING REVENUES					OPERATING REVENUES
Revenues from contracts with customers	Revenues from contracts with customers	$	420.4	$	477.4	Revenues from contracts with customers	$	1,621.0	$	420.4
Other revenues	Other revenues	10.9		12.6		Other revenues	9.6		10.9
Operating revenues	Operating revenues	431.3		490.0		Operating revenues	1,630.6		431.3

COST OF SALES	COST OF SALES	135.0		212.6		COST OF SALES	1,346.8		135.0

OPERATING EXPENSES	OPERATING EXPENSES					OPERATING EXPENSES
Other operation and maintenance	Other operation and maintenance	120.0		119.0		Other operation and maintenance	109.3		120.0
Depreciation and amortization	Depreciation and amortization	94.4		82.4		Depreciation and amortization	98.7		94.4

Taxes other than income	Taxes other than income	25.6		26.3		Taxes other than income	27.2		25.6
Operating expenses	Operating expenses	240.0		227.7		Operating expenses	235.2		240.0
OPERATING INCOME	OPERATING INCOME	56.3		49.7		OPERATING INCOME	48.6		56.3
OTHER INCOME (EXPENSE)	OTHER INCOME (EXPENSE)					OTHER INCOME (EXPENSE)
Equity in earnings (losses) of unconsolidated affiliates	Equity in earnings (losses) of unconsolidated affiliates	(746.5)		30.7		Equity in earnings (losses) of unconsolidated affiliates	53.2		(746.5)
Allowance for equity funds used during construction	Allowance for equity funds used during construction	1.3		1.5		Allowance for equity funds used during construction	1.3		1.3
Other net periodic benefit expense	Other net periodic benefit expense	(0.5)		(7.0)		Other net periodic benefit expense	(1.4)		(0.5)
Other income	Other income	7.4		6.7		Other income	3.0		7.4
Other expense	Other expense	(6.1)		(5.7)		Other expense	(2.0)		(6.1)
Net other income (expense)	Net other income (expense)	(744.4)		26.2		Net other income (expense)	54.1		(744.4)
INTEREST EXPENSE	INTEREST EXPENSE					INTEREST EXPENSE
Interest on long-term debt	Interest on long-term debt	36.6		32.6		Interest on long-term debt	38.4		36.6
Allowance for borrowed funds used during construction	Allowance for borrowed funds used during construction	(0.5)		(1.0)		Allowance for borrowed funds used during construction	(0.8)		(0.5)
Interest on short-term debt and other interest charges	Interest on short-term debt and other interest charges	2.2		3.0		Interest on short-term debt and other interest charges	1.8		2.2
Interest expense	Interest expense	38.3		34.6		Interest expense	39.4		38.3
INCOME (LOSS) BEFORE TAXES	INCOME (LOSS) BEFORE TAXES	(726.4)		41.3		INCOME (LOSS) BEFORE TAXES	63.3		(726.4)
INCOME TAX BENEFIT		(234.6)		(5.8)
INCOME TAX EXPENSE (BENEFIT)						INCOME TAX EXPENSE (BENEFIT)	10.6		(234.6)
NET INCOME (LOSS)	NET INCOME (LOSS)	$	(491.8)	$	47.1	NET INCOME (LOSS)	$	52.7	$	(491.8)

BASIC AVERAGE COMMON SHARES OUTSTANDING	BASIC AVERAGE COMMON SHARES OUTSTANDING	200.2		199.9		BASIC AVERAGE COMMON SHARES OUTSTANDING	200.1		200.2
DILUTED AVERAGE COMMON SHARES OUTSTANDING	DILUTED AVERAGE COMMON SHARES OUTSTANDING	200.2		200.5		DILUTED AVERAGE COMMON SHARES OUTSTANDING	200.1		200.2
BASIC EARNINGS (LOSS) PER AVERAGE COMMON SHARE	BASIC EARNINGS (LOSS) PER AVERAGE COMMON SHARE	$	(2.46)	$	0.24	BASIC EARNINGS (LOSS) PER AVERAGE COMMON SHARE	$	0.26	$	(2.46)
DILUTED EARNINGS (LOSS) PER AVERAGE COMMON SHARE	DILUTED EARNINGS (LOSS) PER AVERAGE COMMON SHARE	$	(2.46)	$	0.24	DILUTED EARNINGS (LOSS) PER AVERAGE COMMON SHARE	$	0.26	$	(2.46)


		March 31,		December 31,			March 31,		December 31,
(In millions)	(In millions)	2020		2019		(In millions)	2021		2020
ASSETS	ASSETS					ASSETS
CURRENT ASSETS	CURRENT ASSETS					CURRENT ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	145.9	$	—	Cash and cash equivalents	$	0	$	1.1
Accounts receivable, less reserve of $1.1 and $1.5, respectively		143.4		153.8
Accounts receivable, less reserve of $2.8 and $2.6, respectively						Accounts receivable, less reserve of $2.8 and $2.6, respectively	139.5		157.8

Accrued unbilled revenues	Accrued unbilled revenues	58.9		64.7		Accrued unbilled revenues	59.9		67.6
Income taxes receivable	Income taxes receivable	0.8		10.9		Income taxes receivable	6.4		8.1
Fuel inventories	Fuel inventories	45.5		46.3		Fuel inventories	39.4		36.5
Materials and supplies, at average cost	Materials and supplies, at average cost	97.2		90.6		Materials and supplies, at average cost	121.9		116.2

Fuel clause under recoveries	Fuel clause under recoveries	—		39.5		Fuel clause under recoveries	91.8		0

Other	Other	30.8		24.4		Other	43.8		41.2
Total current assets	Total current assets	522.5		430.2		Total current assets	502.7		428.5
OTHER PROPERTY AND INVESTMENTS	OTHER PROPERTY AND INVESTMENTS					OTHER PROPERTY AND INVESTMENTS
Investment in unconsolidated affiliates	Investment in unconsolidated affiliates	367.5		1,151.5		Investment in unconsolidated affiliates	432.8		397.4
Other	Other	79.9		82.7		Other	86.4		86.7
Total other property and investments	Total other property and investments	447.4		1,234.2		Total other property and investments	519.2		484.1
PROPERTY, PLANT AND EQUIPMENT	PROPERTY, PLANT AND EQUIPMENT					PROPERTY, PLANT AND EQUIPMENT
In service	In service	12,862.4		12,771.1		In service	13,420.4		13,296.7
Construction work in progress	Construction work in progress	149.5		141.6		Construction work in progress	185.6		145.5
Total property, plant and equipment	Total property, plant and equipment	13,011.9		12,912.7		Total property, plant and equipment	13,606.0		13,442.2
Less: accumulated depreciation	Less: accumulated depreciation	3,920.9		3,868.1		Less: accumulated depreciation	4,131.5		4,067.6
Net property, plant and equipment	Net property, plant and equipment	9,091.0		9,044.6		Net property, plant and equipment	9,474.5		9,374.6
DEFERRED CHARGES AND OTHER ASSETS	DEFERRED CHARGES AND OTHER ASSETS					DEFERRED CHARGES AND OTHER ASSETS
Regulatory assets	Regulatory assets	300.0		306.0		Regulatory assets	1,269.7		415.6

Other	Other	10.0		9.3		Other	22.6		16.0
Total deferred charges and other assets	Total deferred charges and other assets	310.0		315.3		Total deferred charges and other assets	1,292.3		431.6
TOTAL ASSETS	TOTAL ASSETS	$	10,370.9	$	11,024.3	TOTAL ASSETS	$	11,788.7	$	10,718.8


		March 31,		December 31,			March 31,		December 31,
(In millions)	(In millions)	2020		2019		(In millions)	2021		2020
LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY					LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES	CURRENT LIABILITIES					CURRENT LIABILITIES
Short-term debt	Short-term debt	$	375.0	$	112.0	Short-term debt	$	1,278.0	$	95.0

Accounts payable	Accounts payable	157.2		194.9		Accounts payable	244.8		251.5
Dividends payable	Dividends payable	77.6		77.6		Dividends payable	80.6		80.5
Customer deposits	Customer deposits	83.2		83.0		Customer deposits	80.7		81.1
Accrued taxes	Accrued taxes	34.9		41.9		Accrued taxes	37.7		55.7
Accrued interest	Accrued interest	36.1		37.9		Accrued interest	40.6		40.2
Accrued compensation	Accrued compensation	26.9		40.6		Accrued compensation	24.3		31.1

Fuel clause over recoveries	Fuel clause over recoveries	15.6		4.8		Fuel clause over recoveries	15.5		28.6
Other	Other	48.7		65.2		Other	34.3		33.7
Total current liabilities	Total current liabilities	855.2		657.9		Total current liabilities	1,836.5		697.4
LONG-TERM DEBT	LONG-TERM DEBT	3,195.6		3,195.2		LONG-TERM DEBT	3,495.0		3,494.4
DEFERRED CREDITS AND OTHER LIABILITIES	DEFERRED CREDITS AND OTHER LIABILITIES					DEFERRED CREDITS AND OTHER LIABILITIES

Accrued benefit obligations	Accrued benefit obligations	217.1		225.0		Accrued benefit obligations	182.5		231.4
Deferred income taxes	Deferred income taxes	1,129.0		1,375.8		Deferred income taxes	1,287.9		1,268.6
Deferred investment tax credits	Deferred investment tax credits	7.1		7.1		Deferred investment tax credits	10.9		10.9
Regulatory liabilities	Regulatory liabilities	1,216.1		1,223.5		Regulatory liabilities	1,176.9		1,188.9

Other	Other	198.1		200.3		Other	193.5		195.4
Total deferred credits and other liabilities	Total deferred credits and other liabilities	2,767.4		3,031.7		Total deferred credits and other liabilities	2,851.7		2,895.2
Total liabilities	Total liabilities	6,818.2		6,884.8		Total liabilities	8,183.2		7,087.0
COMMITMENTS AND CONTINGENCIES (NOTE 13)
COMMITMENTS AND CONTINGENCIES (NOTE 14)						COMMITMENTS AND CONTINGENCIES (NOTE 14)	0
STOCKHOLDERS' EQUITY	STOCKHOLDERS' EQUITY					STOCKHOLDERS' EQUITY
Common stockholders' equity	Common stockholders' equity	1,116.8		1,131.3		Common stockholders' equity	1,118.6		1,124.6
Retained earnings	Retained earnings	2,465.0		3,036.1		Retained earnings	2,515.6		2,544.6
Accumulated other comprehensive loss, net of tax	Accumulated other comprehensive loss, net of tax	(28.8)		(27.9)		Accumulated other comprehensive loss, net of tax	(28.6)		(32.1)
Treasury stock, at cost	Treasury stock, at cost	(0.3)		—		Treasury stock, at cost	(0.1)		(5.3)

Total stockholders' equity	Total stockholders' equity	3,552.7		4,139.5		Total stockholders' equity	3,605.5		3,631.8
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	10,370.9	$	11,024.3	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	11,788.7	$	10,718.8


		Common Stock				Treasury Stock														Common Stock			Treasury Stock
(In millions)	(In millions)	Shares	Value		Shares	Value		Premium on Common Stock		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Total		(In millions)	Shares	Value		Shares	Value		Premium on Common Stock		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Total
Balance at December 31, 2020																Balance at December 31, 2020	200.1	$	2.0	0.1	$	(5.3)	$	1,122.6	$	2,544.6	$	(32.1)	$	3,631.8
Net income																Net income	0	0		0	0		0		52.7		0		52.7
Other comprehensive income, net of tax																Other comprehensive income, net of tax	0	0		0	0		0		0		3.5		3.5
Dividends declared on common stock ($0.4025 per share)																Dividends declared on common stock ($0.4025 per share)	0	0		0	0		0		(81.7)		0		(81.7)
Stock-based compensation																Stock-based compensation	0	0		(0.1)	5.2		(6.0)		0		0		(0.8)

Balance at March 31, 2021																Balance at March 31, 2021	200.1	$	2.0	0	$	(0.1)	$	1,116.6	$	2,515.6	$	(28.6)	$	3,605.5

Balance at December 31, 2019	Balance at December 31, 2019	200.1	$	2.0	—	$	—	$	1,129.3	$	3,036.1	$	(27.9)	$	4,139.5	Balance at December 31, 2019	200.1	$	2.0	0	$	0	$	1,129.3	$	3,036.1	$	(27.9)	$	4,139.5
Net loss	Net loss	—	—		—	—		—		(491.8)		—		(491.8)		Net loss	0	0		0	0		0		(491.8)		0		(491.8)
Other comprehensive loss, net of tax	Other comprehensive loss, net of tax	—	—		—	—		—		—		(0.9)		(0.9)		Other comprehensive loss, net of tax	0	0		0	0		0		0		(0.9)		(0.9)
Dividends declared on common stock ($0.3875 per share)	Dividends declared on common stock ($0.3875 per share)	—	—		—	—		—		(79.3)		—		(79.3)		Dividends declared on common stock ($0.3875 per share)	0	0		0	0		0		(79.3)		0		(79.3)
Stock-based compensation	Stock-based compensation	—	—		(0.2)	9.4		(14.5)		—		—		(5.1)		Stock-based compensation	0	0		(0.2)	9.4		(14.5)		0		0		(5.1)
Purchase of treasury stock	Purchase of treasury stock	—	—		0.2	(9.7)		—		—		—		(9.7)		Purchase of treasury stock	0	0		0.2	(9.7)		0		0		0		(9.7)
Balance at March 31, 2020	Balance at March 31, 2020	200.1	$	2.0	—	$	(0.3)	$	1,114.8	$	2,465.0	$	(28.8)	$	3,552.7	Balance at March 31, 2020	200.1	$	2.0	0	$	(0.3)	$	1,114.8	$	2,465.0	$	(28.8)	$	3,552.7

Balance at December 31, 2018		199.7	$	2.0	—	$	—	$	1,125.7	$	2,906.3	$	(28.9)	$	4,005.1
Net income		—	—		—	—		—		47.1		—		47.1
Other comprehensive income, net of tax		—	—		—	—		—		—		6.8		6.8
Dividends declared on common stock ($0.3650 per share)		—	—		—	—		—		(75.6)		—		(75.6)
Stock-based compensation		0.5	—		—	—		(7.2)		—		—		(7.2)
Balance at March 31, 2019		200.2	$	2.0	—	$	—	$	1,118.5	$	2,877.8	$	(22.1)	$	3,976.2


(In millions)	Shares Outstanding	Common Stock		Premium on Common Stock		Retained Earnings		Total
Balance at December 31, 2020	40.4	$	100.9	$	938.6	$	2,936.1	$	3,975.6
Net income	0	0		0		11.2		11.2
Capital contribution from OGE Energy	0	0		530.0		0		530.0
Stock-based compensation	0	0		0.5		0		0.5
Balance at March 31, 2021	40.4	$	100.9	$	1,469.1	$	2,947.3	$	4,517.3











Balance at December 31, 2019	40.4	$	100.9	$	935.7	$	2,921.7	$	3,958.3
Net income	0	0		0		19.9		19.9

Stock-based compensation	0	0		0.9		0		0.9
Balance at March 31, 2020	40.4	$	100.9	$	936.6	$	2,941.6	$	3,979.1


	OGE Energy	OG&E
Note 1. Summary of Significant Accounting Policies	X	X
Note 2. Accounting Pronouncements	X	X
Note 3. Revenue Recognition	X	X
Note 4. Investment in Unconsolidated Affiliates	X
Note 5. Related Party Transactions	X	X
Note 6. Fair Value Measurements	X	X
Note 7. Stock-Based Compensation	X	X
Note 8. Income Taxes	X	X
Note 9. Common Equity	X
Note 10. Long-Term Debt	X	X
Note 11. Short-Term Debt and Credit Facilities	X	X
Note 12. Retirement Plans and Postretirement Benefit Plans	X	X
Note 13. Report of Business Segments	X
Note 14. Commitments and Contingencies	X	X
Note 15. Rate Matters and Regulation	X	X


Details about Accumulated Other Comprehensive Income (Loss) Components	Details about Accumulated Other Comprehensive Income (Loss) Components	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)					Affected Line Item in the Consolidated Statements of Income	Details about Accumulated Other Comprehensive Income (Loss) Components			Amount Reclassified from Accumulated Other Comprehensive Income (Loss)			Affected Line Item in OGE Energy's Statements of Income
		Three Months Ended							Three Months Ended
		March 31,							March 31,
(In millions)	(In millions)	2020		2019			(In millions)		2021		2020

Amortization of Pension Plan and Restoration of Retirement Income Plan items:	Amortization of Pension Plan and Restoration of Retirement Income Plan items:						Amortization of Pension Plan and Restoration of Retirement Income Plan items:
Actuarial losses	Actuarial losses	$	(1.1)	$	(0.9)	(A)	Actuarial losses		$	(0.8)	$	(1.1)	(A)

Settlement cost	Settlement cost	—		(8.8)		(A)	Settlement cost		(4.1)		0		(A)
		(1.1)		(9.7)		Income (Loss) Before Taxes			(4.9)		(1.1)		Income (Loss) Before Taxes
		(0.3)		(2.4)		Income Tax Expense (Benefit)			(1.2)		(0.3)		Income Tax Expense (Benefit)
		$	(0.8)	$	(7.3)	Net Income (Loss)			$	(3.7)	$	(0.8)	Net Income (Loss)

Amortization of postretirement benefit plans items:	Amortization of postretirement benefit plans items:						Amortization of postretirement benefit plans items:
Prior service credit	Prior service credit	$	0.6	$	0.6	(A)	Prior service credit		$	0.4	$	0.6	(A)

		0.6		0.6		Income (Loss) Before Taxes			0.4		0.6		Income (Loss) Before Taxes
		0.2		0.1		Income Tax Expense (Benefit)			0.1		0.2		Income Tax Expense (Benefit)
		$	0.4	$	0.5	Net Income (Loss)			$	0.3	$	0.4	Net Income (Loss)

Total reclassifications for the period, net of tax	Total reclassifications for the period, net of tax	$	(0.4)	$	(6.8)	Net Income (Loss)	Total reclassifications for the period, net of tax		$	(3.4)	$	(0.4)	Net Income (Loss)


	March 31,		December 31,
Balance Sheet	2021		2020
(In millions)
Current assets	$	449	$	381
Non-current assets	$	11,315	$	11,348
Current liabilities	$	1,334	$	582
Non-current liabilities	$	3,249	$	4,052


	Three Months Ended
	March 31,
Income Statement		2021		2020
(In millions)
Total revenues		$	970	$	648
Cost of natural gas and NGLs		$	519	$	226
Operating income		$	206	$	146
Net income		$	155	$	103


(In millions)
Basis difference at December 31, ~~2019~~2020	$	~~652.5~~1,332.3
Amortization of basis difference ~~(A)~~	~~(8.2)~~(13.7)
~~Impairment of OGE Energy's equity method investment in Enable~~	~~780.0~~

Basis difference at March 31, ~~2020~~2021	$	~~1,424.3~~1,318.6


		Aggregate		Amount		Weighted-Average					Aggregate		Amount		Weighted-Average
Entity	Entity	Commitment		Outstanding (A)		Interest Rate			Expiration	Entity	Commitment		Outstanding (A)		Interest Rate			Expiration
(In millions)
											(In millions)
OGE Energy (B)	OGE Energy (B)	$	450.0	$	375.0	1.81	%	(D)	March 8, 2023	OGE Energy (B)	$	450.0	$	278.0	0.33	%	(D)	March 8, 2024	(F)
OG&E ~~(C)~~(E)	OG&E ~~(C)~~(E)	450.0		0.3		1.00	%	(D)	March 8, 2023	OG&E ~~(C)~~(E)	450.0		0.4		1.00	%	(D)	March 8, 2024	(F)
Total	Total	$	900.0	$	375.3	1.81	%			Total	$	900.0	$	278.4	0.33	%



Three Months Ended March 31, 2021	Electric Utility		Natural Gas Midstream Operations		Other Operations		Eliminations		Total
(In millions)
Operating revenues	$	1,630.6	$	0	$	0	$	0	$	1,630.6
Cost of sales	1,346.8		0		0		0		1,346.8
Other operation and maintenance	110.3		0.4		(1.4)		0		109.3
Depreciation and amortization	98.7		0		0		0		98.7


Taxes other than income	25.7		0.1		1.4		0		27.2
Operating income (loss)	49.1		(0.5)		0		0		48.6
Equity in earnings of unconsolidated affiliates	0		53.2		0		0		53.2
Other income (expense)	1.7		(0.5)		(0.1)		(0.2)		0.9
Interest expense	38.4		0		1.2		(0.2)		39.4
Income tax expense (benefit)	1.2		14.3		(4.9)		0		10.6
Net income	$	11.2	$	37.9	$	3.6	$	0	$	52.7
Investment in unconsolidated affiliates	$	0	$	409.2	$	23.6	$	0	$	432.8
Total assets	$	11,248.2	$	415.4	$	521.6	$	(396.5)	$	11,788.7


Three Months Ended March 31, 2020	Three Months Ended March 31, 2020	Electric Utility		Natural Gas Midstream Operations		Other Operations		Eliminations		Total		Three Months Ended March 31, 2020	Electric Utility		Natural Gas Midstream Operations		Other Operations		Eliminations		Total
(In millions)	(In millions)											(In millions)
Operating revenues	Operating revenues	$	431.3	$	—	$	—	$	—	$	431.3	Operating revenues	$	431.3	$	0	$	0	$	0	$	431.3
Cost of sales	Cost of sales	135.0		—		—		—		135.0		Cost of sales	135.0		0		0		0		135.0
Other operation and maintenance	Other operation and maintenance	121.0		0.6		(1.6)		—		120.0		Other operation and maintenance	121.0		0.6		(1.6)		0		120.0
Depreciation and amortization	Depreciation and amortization	94.4		—		—		—		94.4		Depreciation and amortization	94.4		0		0		0		94.4

Taxes other than income	Taxes other than income	23.9		0.1		1.6		—		25.6		Taxes other than income	23.9		0.1		1.6		0		25.6
Operating income (loss)	Operating income (loss)	57.0		(0.7)		—		—		56.3		Operating income (loss)	57.0		(0.7)		0		0		56.3
Equity in earnings (losses) of unconsolidated affiliates (A)		—		(746.5)		—		—		(746.5)
Other income (expense)		1.8		—		1.3		(1.0)		2.1
Equity in losses of unconsolidated affiliates (A)												Equity in losses of unconsolidated affiliates (A)	0		(746.5)		0		0		(746.5)
Other income												Other income	1.8		0		1.3		(1.0)		2.1
Interest expense	Interest expense	36.9		—		2.4		(1.0)		38.3		Interest expense	36.9		0		2.4		(1.0)		38.3
Income tax expense (benefit)	Income tax expense (benefit)	2.0		(179.2)		(57.4)		—		(234.6)		Income tax expense (benefit)	2.0		(179.2)		(57.4)		0		(234.6)
Net income (loss)	Net income (loss)	$	19.9	$	(568.0)	$	56.3	$	—	$	(491.8)	Net income (loss)	$	19.9	$	(568.0)	$	56.3	$	0	$	(491.8)
Investment in unconsolidated affiliates	Investment in unconsolidated affiliates	$	—	$	348.0	$	19.5	$	—	$	367.5	Investment in unconsolidated affiliates	$	0	$	348.0	$	19.5	$	0	$	367.5
Total assets	Total assets	$	10,030.7	$	353.4	$	252.9	$	(266.1)	$	10,370.9	Total assets	$	10,030.7	$	353.4	$	252.9	$	(266.1)	$	10,370.9



Three Months Ended March 31, 2019	Electric Utility		Natural Gas Midstream Operations		Other Operations		Eliminations		Total
(In millions)
Operating revenues	$	490.0	$	—	$	—	$	—	$	490.0
Cost of sales	212.6		—		—		—		212.6
Other operation and maintenance	120.3		0.4		(1.7)		—		119.0
Depreciation and amortization	82.4		—		—		—		82.4


Taxes other than income	24.4		0.2		1.7		—		26.3
Operating income (loss)	50.3		(0.6)		—		—		49.7
Equity in earnings of unconsolidated affiliates	—		30.7		—		—		30.7
Other income (expense)	2.6		(7.4)		0.7		(0.4)		(4.5)
Interest expense	32.4		—		2.6		(0.4)		34.6
Income tax expense (benefit)	0.9		1.4		(8.1)		—		(5.8)
Net income	$	19.6	$	21.3	$	6.2	$	—	$	47.1
Investment in unconsolidated affiliates	$	—	$	1,162.0	$	11.9	$	—	$	1,173.9
Total assets	$	9,478.5	$	1,173.0	$	200.5	$	(90.4)	$	10,761.6


Reconciliation of Ongoing Earnings to GAAP Net Income (Loss)
(In millions)	GAAP Net Income (Loss)		Enable Investment Impairment Charge (A)		Tax Effect		Ongoing Earnings
OG&E (Electric Utility)	$	19.9	$	—	$	—	$	19.9
OGE Holdings (Natural Gas Midstream Operations) (B)	(568.0)		780.0		(190.4)		21.6
Other operations (C)	56.3		—		(52.8)		3.5
Consolidated total	$	(491.8)	$	780.0	$	(243.2)	$	45.0


Reconciliation of Ongoing Earnings per Average Diluted Share to GAAP Earnings (Loss) per Average Diluted Share
	GAAP Earnings (Loss) per Average Diluted Share		Enable Investment Impairment Charge per Share (A)		Tax Effect per Share		Ongoing Earnings per Average Diluted Share
OG&E (Electric Utility)	$	0.10	$	—	$	—	$	0.10
OGE Holdings (Natural Gas Midstream Operations) (B)	(2.84)		3.90		(0.95)		0.11
Other operations (C)	0.28		—		(0.26)		0.02
Consolidated total	$	(2.46)	$	3.90	$	(1.21)	$	0.23


	Three Months Ended
	March 31,
(Dollars in millions)	2020		2019
Operating revenues	$	431.3	$	490.0
Cost of sales	135.0		212.6
Other operation and maintenance	121.0		120.3
Depreciation and amortization	94.4		82.4
Taxes other than income	23.9		24.4
Operating income	57.0		50.3
Allowance for equity funds used during construction	1.3		1.5
Other net periodic benefit income (expense)	(0.5)		0.4
Other income	1.5		1.4
Other expense	0.5		0.7
Interest expense	36.9		32.4
Income tax expense	2.0		0.9
Net income	$	19.9	$	19.6
Operating revenues by classification:
Residential	$	172.3	$	195.4
Commercial	94.1		100.2
Industrial	42.6		53.7
Oilfield	39.0		50.2
Public authorities and street light	35.6		41.5
Sales for resale	(0.1)		—
System sales revenues	383.5		441.0
Provision for rate refund	(0.6)		(0.1)
Integrated market	7.2		6.7
Transmission	34.2		36.1
Other	7.0		6.3
Total operating revenues	$	431.3	$	490.0
Reconciliation of gross margin to revenue:
Operating revenues	$	431.3	$	490.0
Cost of sales	135.0		212.6
Gross margin	$	296.3	$	277.4
MWh sales by classification (In millions)
Residential	2.2		2.4
Commercial	1.5		1.3
Industrial	1.1		1.1
Oilfield	1.1		1.2
Public authorities and street light	0.6		0.7

System sales	6.5		6.7
Integrated market	0.3		0.3
Total sales	6.8		7.0
Number of customers	859,628		852,141
Weighted-average cost of energy per kilowatt-hour (In cents)
Natural gas	1.663		3.064
Coal	1.905		1.958
Total fuel	1.531		2.306
Total fuel and purchased power	1.887		2.868
Degree days (A)
Heating - Actual	1,649		2,084
Heating - Normal	1,800		1,798
Cooling - Actual	23		—
Cooling - Normal	13		13


(In millions)			$ Change


~~Price variance~~Guaranteed flat bill program (A)			$	~~23.2~~ (31.6)
Industrial and oilfield sales			(1.4)
Non-residential demand and related revenues			(1.0)
Price variance			10.5
Quantity impacts (primarily weather) (B)			7.7
New customer growth	~~6.2~~		1.8

Other	~~0.8~~

~~Weather (price and quantity) (B)~~	~~(11.3)~~	1.5


Change in gross margin			$	~~18.9~~	(12.5)


(In millions)	$ Change		% Change


Fuel expense (A)	$	672.1	*
Purchased power costs:
Purchases from SPP (B)	537.6		*

Wind (C)	(1.2)		(8.5)	%
Other	3.2		—	%
Transmission expense	0.1		0.5	%
Change in cost of sales	$	1,211.8


(In millions)	(In millions)	Income Statement Change at Enable		Impact to Company's Equity in Earnings		(In millions)	Income Statement Change at Enable		Impact to OGE Energy's Equity in Earnings
Gross margin	Gross margin	$	5.0	$	1.3	Gross margin	$	29.0	$	7.4
Impairments (A)		$	28.0	$	(4.4)
Impairments of property, plant and equipment and goodwill (A)						Impairments of property, plant and equipment and goodwill (A)	$	(28.0)	$	4.4
Operation and maintenance, General and administrative	Operation and maintenance, General and administrative	$	(3.0)	$	0.8	Operation and maintenance, General and administrative	$	(5.0)	$	1.3
Depreciation and amortization						Depreciation and amortization	$	2.0	$	(0.5)


	Three Months Ended
	March 31,						2020 vs. 2019
(Dollars in millions)	2020		2019		$ Change		% Change
Net cash provided from operating activities (A)	$	103.9	$	28.9	$	75.0	*
Net cash used in investing activities (B)	$	(124.9)	$	(153.9)	$	29.0	(18.8)	%
Net cash provided from financing activities (C)	$	166.9	$	30.7	$	136.2	*


	Three Months Ended
	March 31,				2021 vs. 2020
(Dollars in millions)	2021		2020		$ Change		% Change
Net cash (used in) provided from operating activities (A)	$	(940.2)	$	103.9	$	(1,044.1)	*
Net cash used in investing activities (B)	$	(159.0)	$	(124.9)	$	(34.1)	27.3	%
Net cash provided from financing activities (C)	$	1,098.1	$	166.9	$	931.2	*


(In millions)	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	185		180		185		185		185		920
Subscription Solar Plan	20		20		20		20		20		100
Other	65		80		80		80		80		385
Total	$	775	$	785	$	810	$	835	$	860	$	4,065


(Dollars in millions)	March 31, ~~2020~~2021
Balance of outstanding supporting letters of credit	$	~~0.3~~0.4
Weighted-average interest rate of outstanding supporting letters of credit	1.00		%
Net available liquidity under revolving credit agreements	$	~~524.7~~621.6
Balance of cash and cash equivalents	$	~~145.9~~—


(Dollars in ~~millions~~millions))	Three Months Ended March 31, ~~2020~~2021
Average balance of short-term debt	$	~~145.2~~425.6
Weighted-average interest rate of average balance of short-term debt	~~1.81~~0.47		%
Maximum month-end balance of short-term debt	$	~~375.0~~1,278.1


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan
1/1/20 - 1/31/20	—	$	—	N/A	N/A
2/1/20 - 2/29/20	—	$	—	N/A	N/A
3/1/20 - 3/31/20	255,000	$	38.04	255,000	N/A