OGE Energy Annual Report 2023

Plain-text annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Commission File Number 1-12579 1-1097 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the ﬁscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transion period from _____to_____ Exact name of registrants as speciﬁed in their charters, address of principal execuve oﬃces and registrants' telephone number I.R.S. Employer Idenﬁcaon No. OGE ENERGY CORP. OKLAHOMA GAS AND ELECTRIC COMPANY 321 North Harvey P.O. Box 321 Oklahoma City, Oklahoma 73101-0321 405-553-3000 73-1481638 73-0382390 State or other jurisdicon of incorporaon or organizaon: Oklahoma Securies registered pursuant to Secon 12(b) of the Act: Registrant OGE Energy Corp. Oklahoma Gas and Electric Company Title of each class Common Stock None Trading Symbol(s) Name of each exchange on which registered OGE N/A New York Stock Exchange N/A Securies registered pursuant to Secon 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as deﬁned in Rule 405 of the Securies Act. OGE Energy Corp. ☑ Yes ☐ No Oklahoma Gas and Electric Company ☑ Yes ☐ No Indicate by check mark if the registrant is not required to ﬁle reports pursuant to Secon 13 or 15(d) of the Act. OGE Energy Corp. ☐ Yes ☑ No Oklahoma Gas and Electric Company ☐ Yes ☑ No Indicate by check mark whether the registrant (1) has ﬁled all reports required to be ﬁled by Secon 13 or 15(d) of the Securies 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 submied electronically every Interacve Data File required to be submied pursuant to Rule 405 of Regulaon 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 reporng company, or an emerging growth company. See the deﬁnions of "large accelerated ﬁler," "accelerated ﬁler," "smaller reporng company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. OGE Energy Corp. Large Accelerated Filer Oklahoma Gas and Electric Company Large Accelerated Filer ☑ ☐ Accelerated Filer Accelerated Filer ☐ ☐ Non-accelerated Filer ☐ Smaller reporng company ☐ Emerging growth company ☐ Non-accelerated Filer ☑ Smaller reporng company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transion period for complying with any new or revised ﬁnancial accounng standards provided pursuant to Secon 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has ﬁled a report on and aestaon to its management's assessment of the eﬀecveness of its internal control over ﬁnancial reporng under Secon 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounng ﬁrm that prepared or issued its audit report. OGE Energy Corp. ☑ Oklahoma Gas and Electric Company ☑ If securies are registered pursuant to Secon 12(b) of the Act, indicate by check mark whether the ﬁnancial statements of the registrant included in the ﬁling reﬂect the correcon of an error to previously issued ﬁnancial statements. ☐ Indicate by check mark whether any of those error correcons are restatements that required a recovery analysis of incenve-based compensaon received by any of the registrant's execuve oﬃcers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as deﬁned in Rule 12b-2 of the Exchange Act). OGE Energy Corp. ☐ Yes ☑ No Oklahoma Gas and Electric Company ☐ Yes ☑ No At June 30, 2023, the last business day of OGE Energy Corp.'s most recently completed second ﬁscal quarter, the aggregate market value of shares of common stock held by non-aﬃliates was $7,192,319,241 based on the number of shares held by non-aﬃliates (200,287,364) and the reported closing market price of the common stock on the New York Stock Exchange on such date of $35.91. At June 30, 2023, there was no vong or non-vong common equity of Oklahoma Gas and Electric Company held by non-aﬃliates. At January 31, 2024, there were 200,330,340 shares of OGE Energy Corp.'s common stock, par value $0.01 per share, outstanding. At January 31, 2024, there were 40,378,745 shares of Oklahoma Gas and Electric Company's common stock, par value $2.50 per share, outstanding, all of which were held by OGE Energy Corp. There were no other shares of capital stock of the registrant outstanding at such date. The Proxy Statement for OGE Energy Corp.'s 2024 annual meeng of shareowners is incorporated by reference into Part III of this Form 10-K. This combined Form 10-K represents separate ﬁlings by OGE Energy Corp. and Oklahoma Gas and Electric Company. Informaon contained herein related to an individual registrant is ﬁled by such registrant on its own behalf. Oklahoma Gas and Electric Company makes no representaons as to the informaon relang to OGE Energy Corp.'s other operaons. Oklahoma Gas and Electric Company meets the condions set forth in General Instrucon I(1)(a) and (b) of Form 10-K and is therefore ﬁling this form with the reduced disclosure format permied by General Instrucon I(2). DOCUMENTS INCORPORATED BY REFERENCE FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2023 TABLE OF CONTENTS GLOSSARY OF TERMS FORWARD-LOOKING STATEMENTS Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staﬀ Comments Item 1C. Cybersecurity Item 2. Properes Item 3. Legal Proceedings Item 4. Mine Safety Disclosures Part I Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Maers and Issuer Purchases of Equity Securies Item 6. [Reserved] Item 7. Management's Discussion and Analysis of Financial Condion and Results of Operaons Item 7A. Quantave and Qualitave Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounng and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Informaon Item 9C. Disclosure Regarding Foreign Jurisdicons that Prevent Inspecons Item 10. Directors, Execuve Oﬃcers and Corporate Governance Item 11. Execuve Compensaon Item 12. Security Ownership of Certain Beneﬁcial Owners and Management and Related Stockholder Maers Item 13. Certain Relaonships and Related Transacons, and Director Independence Item 14. Principal Accountant Fees and Services Part III Item 15. Exhibit and Financial Statement Schedules Item 16. Form 10-K Summary Signatures Part IV 2 Page 3 4 6 16 25 25 27 28 29 30 30 31 46 48 107 107 110 110 111 111 111 111 112 113 119 120 The following is a glossary of frequently used abbreviaons that are found throughout this Form 10-K. GLOSSARY OF TERMS Abbreviaon 2022 Form 10-K 401(k) Plan APSC ASC ASU CenterPoint CO 2 Code COVID-19 Dry Scrubber Enable Energy Transfer EPA Federal Clean Water Act FERC FIP GAAP IRP kV MRG MW MWh NAAQS NERC NO X OCC ODEQ OG&E OGE Energy OGE Holdings OSHA Pension Plan PM Regional Haze Registrants Restoraon of Rerement Income Plan SIP SO 2 SOFR SPP System sales U.S. USFWS Winter Storm Uri Deﬁnion Annual Report on Form 10-K for the year ended December 31, 2022 Qualiﬁed deﬁned contribuon rerement plan Arkansas Public Service Commission Financial Accounng Standards Board Accounng Standards Codiﬁcaon Financial Accounng Standards Board Accounng Standards Update CenterPoint Energy Resources Corp., wholly-owned subsidiary of CenterPoint Energy, Inc. Carbon dioxide Internal Revenue Code of 1986 Novel Coronavirus disease Dry ﬂue gas desulfurizaon unit with spray dryer absorber Enable Midstream Partners, LP, partnership formed to own and operate the midstream businesses of OGE Energy and CenterPoint (prior to December 2, 2021) Energy Transfer LP, a Delaware limited partnership, collecvely with its subsidiaries U.S. Environmental Protecon Agency Federal Water Polluon Control Act of 1972, as amended Federal Energy Regulatory Commission Federal Implementaon Plan Accounng principles generally accepted in the U.S. Integrated Resource Plan Kilovolt Member Resource Group Megawa Megawa-hour Naonal Ambient Air Quality Standard North American Electric Reliability Corporaon Nitrogen oxide Oklahoma Corporaon Commission Oklahoma Department of Environmental Quality Oklahoma Gas and Electric Company, wholly-owned subsidiary of OGE Energy OGE Energy Corp., collecvely with its subsidiaries, holding company and parent company of OG&E OGE Enogex Holdings LLC, wholly-owned subsidiary of OGE Energy, parent company of Enogex Holdings LLC (prior to May 1, 2013) and 25.5 percent owner of Enable (prior to December 2, 2021) U.S. Department of Labor's Occupaonal Safety and Health Administraon Qualiﬁed deﬁned beneﬁt rerement plan Parculate maer The EPA's Regional Haze Rule OGE Energy and OG&E Supplemental rerement plan to the Pension Plan State Implementaon Plan Sulfur dioxide Secured Overnight Funding Rate Southwest Power Pool Sales to OG&E's customers United States of America United States Fish and Wildlife Service Unprecedented, prolonged extreme cold weather event in February 2021 3 FILING FORMAT This combined Form 10-K is separately ﬁled by OGE Energy and OG&E. Informaon in this combined Form 10-K relang to each individual Registrant is ﬁled by such Registrant on its own behalf. OG&E makes no representaon regarding informaon relang to any other companies aﬃliated with OGE Energy. Neither OGE Energy, nor any of OGE Energy's subsidiaries, other than OG&E, has any obligaon in respect of OG&E's debt securies, and holders of such debt securies should not consider the ﬁnancial resources or results of operaons 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 securies. Similarly, none of OG&E nor any other subsidiary of OGE Energy has any obligaon with respect to debt securies of OGE Energy. This combined Form 10-K should be read in its enrety. No one secon of this combined Form 10-K deals with all aspects of the subject maer of this combined Form 10-K. FORWARD-LOOKING STATEMENTS Except for the historical statements contained herein, the maers discussed within this Form 10-K, including those maers discussed within "Item 7. Management's Discussion and Analysis of Financial Condion and Results of Operaons," are forward-looking statements that are subject to certain risks, uncertaines and assumpons. Such forward-looking statements are intended to be idenﬁed in this document by the words "ancipate," "believe," "esmate," "expect," "forecast," "intend," "objecve," "plan," "possible," "potenal," "project," "target" and similar expressions. Actual results may vary materially from those expressed in forward-looking statements. In addion to the speciﬁc risk factors discussed within "Item 1A. Risk Factors" and "Item 7. Management's Discussion and Analysis of Financial Condion and Results of Operaons" herein, factors that could cause actual results to diﬀer materially from the forward-looking statements include, but are not limited to: • • • • • • • • • • • • • • • • general economic condions, including the availability of credit, access to exisng lines of credit, access to the commercial paper markets, acons of rang agencies and inﬂaon rates, and their impact on capital expenditures; the ability of the Registrants to access the capital markets and obtain ﬁnancing on favorable terms, as well as inﬂaon rates and monetary ﬂuctuaons; the ability to obtain mely and suﬃcient rate relief to allow for recovery of items such as capital expenditures, fuel and purchased power costs, operang costs, transmission costs and deferred expenditures; prices and availability of electricity, coal and natural gas; compeve factors, including the extent and ming of the entry of addional compeon in the markets served by the Registrants, potenally through deregulaon; the impact on demand for services resulng from cost-compeve advances in technology, such as distributed electricity generaon and customer energy eﬃciency programs; technological developments, changing markets and other factors that result in compeve disadvantages and create the potenal for impairment of exisng assets; factors aﬀecng ulity operaons such as unusual weather condions; catastrophic weather-related damage; unscheduled generaon outages; unusual maintenance or repairs; unancipated changes to fossil fuel, natural gas or coal supply costs or availability due to higher demand, shortages, transportaon problems or other developments; environmental incidents; or electric transmission or gas pipeline system constraints; availability and prices of raw materials and equipment for current and future construcon projects; the eﬀect of retroacve pricing of transacons in the SPP markets or adjustments in market pricing mechanisms by the SPP; federal or state legislaon and regulatory decisions and iniaves that aﬀect cost and investment recovery, have an impact on rate structures or aﬀect the speed and degree to which compeon enters the Registrants' markets; environmental laws, safety laws or other regulaons that may impact the cost of operaons, restrict or change the way the Registrants' facilies are operated or result in stranded assets; changes in accounng standards, rules or guidelines; the disconnuance of accounng principles for certain types of rate-regulated acvies; the cost of protecng assets against, or damage due to, terrorism or cyberaacks, including losing control of our assets and potenal ransoms, and other catastrophic events; changes in the use, percepon or regulaon of generave arﬁcial intelligence technologies, which could limit our ability to ulize such technology, create risk of enhanced regulatory scruny, generate uncertainty around intellectual property ownership, licensing or use, or which could otherwise result in risk of damage to our business, reputaon or ﬁnancial results; 4 • • • • • • • creditworthiness of suppliers, customers and other contractual pares, including large, new customers from emerging industries such as cryptocurrency; social atudes regarding the ulity and power industries; idenﬁcaon of suitable investment opportunies to enhance shareholder returns and achieve long-term ﬁnancial objecves through business acquisions and divestures; increased pension and healthcare costs; naonal and global events that could adversely aﬀect and/or exacerbate macroeconomic condions, including inﬂaonary pressures, rising interest rates, supply chain disrupons, economic recessions, pandemic health events and uncertainty surrounding connued hoslies or sustained military campaigns, and their collateral consequences; costs and other eﬀects of legal and administrave proceedings, selements, invesgaons, claims and maers, including, but not limited to, those described in this Form 10-K; and other risk factors listed in the reports ﬁled by the Registrants with the Securies and Exchange Commission, including those listed within "Item 1A. Risk Factors" herein. The Registrants undertake no obligaon to publicly update or revise any forward-looking statements, whether as a result of new informaon, future events or otherwise. 5 Item 1. Business. Introducon PART I OGE Energy is a holding company whose primary investment provides electricity in Oklahoma and western Arkansas. OGE Energy's electric company operaons are conducted through its wholly-owned subsidiary, OG&E, which generates, transmits, distributes and sells electric energy in Oklahoma and western Arkansas and are reported through OGE Energy's electric company business segment. OG&E's rates are subject to regulaon by the OCC, the APSC and the FERC. OG&E was incorporated in 1902 under the laws of the Oklahoma Territory and is the largest electric company in Oklahoma, with a franchised service territory that includes Fort Smith, Arkansas and the surrounding communies. OG&E sold its retail natural gas business in 1928 and is no longer engaged in the natural gas distribuon business. The Registrants' principal execuve oﬃces are located at 321 North Harvey, P.O. Box 321, Oklahoma City, Oklahoma, 73101-0321 (telephone 405-553- 3000). OGE Energy's website address is www.oge.com. Through OGE Energy's website, OGE Energy makes available, free of charge, the Registrants' annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports ﬁled or furnished pursuant to Secon 13(a) or 15(d) of the Securies Exchange Act of 1934 as soon as reasonably praccable aer such material is electronically ﬁled with or furnished to the Securies and Exchange Commission. OGE Energy's website and the informaon contained therein or connected thereto are not intended to be incorporated into this Form 10-K and should not be considered a part of this Form 10-K. Reports ﬁled with the Securies and Exchange Commission are also made available on its website at www.sec.gov. Strategy OGE Energy's purpose is to energize life, providing life-sustaining and life-enhancing products and services that enrich its communies, encouraging growth and a higher quality of life. Its business model is centered around growth and sustainability for employees (internally referred to as "members"), communies and customers and the owners of OGE Energy, its shareholders. OGE Energy is focused on: • • • • • • • • • delivering top-quarle safety results, while enabling members to deliver improved value to their communies, customers and shareholders; transforming the customer experience by centering decisions on customer impact, which drives customer operaons, communicaons, programs, product development, and the digital experience including increased personalizaon and self-service; providing safe, reliable energy to the communies and customers it serves, with a parcular focus on enhancing the value of the grid by improving reliability and resiliency; leading economic development and job growth by aracng new and diverse businesses to improve the infrastructure of the communies it serves in Oklahoma and Arkansas; ensuring the necessary mix of generaon resources to meet the long-term capacity needs of its customers, with a progressively modernized generaon porolio; maintaining customer rates that are some of the lowest rates in the country by connuing to focus on innovaon, intellectual curiosity and execuon with excellence; delivering on earnings commitments to shareholders to enhance access to lower-cost debt and equity capital that is needed to deploy infrastructure for the long-term economic health of its communies; fostering strong regulatory and legislave relaonships, built on integrity, for the long-term beneﬁt of our customers, communies, shareholders and members; and developing and growing our members to be able to provide a greater contribuon to the company's success, while also improving their own lives. OGE Energy is focused on creang long-term shareholder value by targeng the consistent growth of consolidated earnings per share of ﬁve to seven percent, supported by strong load growth enabled by low customer rates and a strategy of invesng in lower risk infrastructure projects that improve the economic vitality of the communies it serves in Oklahoma and Arkansas. In the next ﬁve years, OGE Energy expects to connue to grow the dividend, targeng a dividend payout rao of 65 to 70 percent. Over the next 6 several years, OGE Energy expects earnings per share growth to exceed the dividend growth rate to help achieve this target. OGE Energy's ﬁnancial objecves also include maintaining investment grade credit rangs and providing a strong and reliable dividend for shareholders. OGE Energy's long-term sustainability is predicated on providing exceponal customer experiences, invesng in grid improvements and investments related to new generaon capacity needs, environmental stewardship, strong governance pracces and caring for and supporng its members and communies. Electric Operaons - OG&E General OG&E provides retail electric service to approximately 896,000 customers in Oklahoma and western Arkansas throughout a service area that covers 30,000 square miles including Oklahoma City, the largest city in Oklahoma, Fort Smith, Arkansas, the third largest city in that state, and other large communies with their conguous rural and suburban areas. OG&E derived 91 percent of its total electric operang revenues in 2023 from sales in Oklahoma and the remainder from sales in Arkansas. OG&E does not currently serve wholesale customers in either state. In 2023, OG&E's system control area peak demand was 7,384 MWs on August 21, 2023, and OG&E's load responsibility peak demand was 6,573 MWs on August 21, 2023. The following table presents system sales and variaons in system sales for 2023, 2022 and 2021. Year Ended December 31 System sales (Millions of MWh) 2023 vs. 2022 (1.0)% 2023 29.7 2022 30.0 2022 vs. 2021 8.3% 2021 27.7 OG&E is subject to compeon in various degrees from government-owned electric systems, municipally-owned electric systems, rural electric cooperaves and, in certain respects, from other private ulies, power marketers and cogenerators. Oklahoma law forbids the granng of an exclusive franchise to a ulity for providing electricity. Besides compeon from other suppliers or marketers of electricity, OG&E competes with suppliers of other forms of energy. The degree of compeon between suppliers may vary depending on relave costs and supplies of other forms of energy. It is possible that changes in regulatory policies or advances in technologies such as fuel cells, microturbines, windmills and photovoltaic solar cells will reduce costs of new technology to levels that are equal to or below that of most central staon electricity producon. OG&E's ability to maintain relavely low cost, eﬃcient and reliable operaons is a signiﬁcant determinant of its compeveness. 7 Year Ended December 31 ELECTRIC ENERGY (Millions of MWh) Generaon (exclusive of staon use) Purchased Total generated and purchased OG&E use, free service and losses Electric energy sold ELECTRIC ENERGY SOLD (Millions of MWh) Residenal Commercial Industrial Oilﬁeld Public authories and street light System sales Integrated market Total sales ELECTRIC OPERATING REVENUES (In millions) Residenal Commercial Industrial Oilﬁeld Public authories and street light System sales revenues Provision for rate refund Integrated market Transmission Other Total operang revenues ACTUAL NUMBER OF ELECTRIC CUSTOMERS (At end of year) Residenal Commercial Industrial Oilﬁeld Public authories and street light Total customers Regulaon and Rates OKLAHOMA GAS AND ELECTRIC COMPANY CERTAIN OPERATING STATISTICS 2023 2022 2021 13.3 18.8 32.1 (1.6 ) 30.5 9.6 8.5 4.2 4.4 3.0 29.7 0.8 30.5 1,040.4 $ 688.4 240.5 211.9 234.9 2,416.1 2.0 71.6 143.0 41.6 2,674.3 $ 762,433 106,787 2,377 6,739 17,766 896,102 13.6 19.0 32.6 (1.5 ) 31.1 10.4 7.8 4.3 4.4 3.1 30.0 1.1 31.1 1,307.0 $ 818.3 327.5 308.8 299.0 3,060.6 (1.2 ) 163.8 131.7 20.8 3,375.7 $ 756,751 105,018 2,464 6,791 17,735 888,759 16.3 14.6 30.9 (1.6 ) 29.3 9.6 6.7 4.3 4.2 2.9 27.7 1.6 29.3 1,342.1 763.0 330.8 318.1 289.5 3,043.5 — 468.9 140.2 1.1 3,653.7 749,091 103,337 2,585 6,804 17,630 879,447 $ $ OG&E's retail electric tariﬀs are regulated by the OCC in Oklahoma and by the APSC in Arkansas. The issuance of certain securies by OG&E is also regulated by the OCC and the APSC. OG&E's transmission acvies, short-term borrowing authorizaon and accounng pracces are subject to the jurisdicon of the FERC. The Secretary of the U.S. Department of Energy has jurisdicon over some of OG&E's facilies and operaons. In 2023, 86 percent of OG&E's electric revenue was subject to the jurisdicon of the OCC, eight percent to the APSC and six percent to the FERC. The OCC and the APSC require that, among other things, (i) OGE Energy permits the OCC and the APSC access to the books and records of OGE Energy and its aﬃliates relang to transacons with OG&E; (ii) OGE Energy employ accounng and other procedures and controls to protect against subsidizaon of non-ulity acvies by OG&E's customers; and (iii) OGE Energy refrain from pledging OG&E assets or income for aﬃliate transacons. In addion, the FERC has access to the books and records of OGE Energy and its aﬃliates as the FERC deems relevant to costs incurred by OG&E or necessary or appropriate for the protecon of ulity customers with respect to the FERC jurisdiconal rates. 8 For informaon concerning OG&E's recently completed and currently pending regulatory proceedings, see Note 14 within "Item 8. Financial Statements and Supplementary Data." Regulatory Assets and Liabilies OG&E, as a regulated electric company, is subject to accounng principles for certain types of rate-regulated acvies, 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 ancipated credits that would otherwise reduce expense can be deferred as regulatory liabilies, 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 granng such ratemaking treatment. OG&E records certain incurred costs and obligaons as regulatory assets or liabilies if, based on regulatory orders or other available evidence, it is probable that the costs or obligaons will be included in amounts allowable for recovery or refund in future rates. Management connuously 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 disconnue the applicaon of accounng principles for certain types of rate-regulated acvies for some or all of its operaons, it could result in wring oﬀ the related regulatory assets or liabilies, which could have signiﬁcant ﬁnancial eﬀects. See Note 1 within "Item 8. Financial Statements and Supplementary Data" for further discussion of OG&E's regulatory assets and liabilies. Rate Structures Oklahoma OG&E's standard tariﬀ rates include a cost of service component (including an authorized return on capital) plus a fuel adjustment clause mechanism that allows OG&E to pass through to customers the actual cost of fuel and purchased power. OG&E oﬀers several alternave customer programs and rate opons, as described below. • • • • • Under OG&E's Smart Grid-enabled SmartHours programs, me-of-use and variable peak pricing rates oﬀer customers the ability to save on their electricity bills by shiing some of their electricity consumpon to oﬀ-peak mes when demand for electricity is lowest. The Guaranteed Flat Bill opon for residenal and small general service accounts allows qualifying customers the opportunity to purchase their electricity needs at a set monthly price for an enre year. The Renewable Energy Credit purchase program, the Green Power Wind Rider and the Ulity Solar Program are rate opons that make renewable energy resources available as a voluntary opon to all OG&E Oklahoma retail customers. OG&E's ownership and access to wind and solar resources makes the renewable opon a possible choice in meeng the renewable energy needs of OG&E's conservaon-minded customers. Load Reducon is a voluntary load curtailment program that provides qualifying OG&E commercial and industrial customers who enroll with the opportunity to curtail usage on a voluntary basis when OG&E's system condions merit curtailment acon. Large customers greater than 50 MWs who enroll in the program are also required to parcipate in Direct Load Control, giving OG&E direct control over the curtailable poron of the customer's load. Customers that curtail their usage will receive credit for their curtailment response. OG&E oﬀers certain qualifying customers day-ahead price and ﬂex price rate opons which allow parcipang customers to adjust their electricity consumpon based on price signals received from OG&E. The prices for the day-ahead price and ﬂex price rate opons are based on OG&E's projected next day hourly operang costs. In addion to speciﬁc rate structures, OG&E provides customers with other programs such as Average Monthly Billing which helps to make the customer's bill more predictable on a monthly basis. Similarly, OG&E has energy eﬃciency programs which provide qualiﬁed customers with programs such as in-home weatherizaon and opportunies to lower their monthly bill. OG&E also has a Low Income Assistance Program and a Senior Cizen Discount, which provide qualiﬁed customers with a monthly bill credit. OG&E has Public Schools-Demand and Public Schools Non-Demand rate classes that provide OG&E with ﬂexibility to provide targeted programs for load management to public schools and their unique usage paerns. OG&E also provides service level, seasonal 9 and me period fuel charge diﬀerenaon that allows customers to pay fuel costs that beer reﬂect the underlying costs of providing electric service. Lastly, OG&E has a military base rider that demonstrates Oklahoma's connued commitment to its military partners. The previously discussed rate opons, coupled with OG&E's other rate choices, provide many tariﬀ opons for OG&E's Oklahoma retail customers. The revenue impacts associated with these opons are not determinable in future years because customers may choose to remain on exisng rate opons instead of volunteering for the alternave rate opon choices. Revenue variaons may occur in the future based upon changes in customers' usage characteriscs if they choose alternave rate opons. Arkansas OG&E's standard tariﬀ rates include a cost of service component (including an authorized return on capital) plus an energy cost recovery mechanism that allows OG&E to pass through to customers the actual cost of fuel and purchased power. OG&E's current rate order from the APSC includes a formula rate rider that provides for an annual adjustment to rates if the earned rate of return falls outside of a plus or minus 50 basis point dead-band around the allowed return on equity. Adjustments are limited to plus or minus four percent of revenue for each rate class for the 12 months preceding the test period. The inial term for the formula rate rider has expired; however, the APSC ruled that OG&E was able to undertake two more true-up updates to its formula rate rider with adjustments to rates occurring in April 2023 and April 2024. Subsequent to the April 2024 update, the formula rate rider will connue unl new rates are set in a future general rate review. OG&E oﬀers several alternave customer programs and rate opons, as described below. • • • • The me-of-use and variable peak pricing tariﬀs allow parcipang customers to save on their electricity bills by shiing some of their electricity consumpon to oﬀ-peak mes when demand for electricity is lowest. The Renewable Energy Credit purchase program and the Universal Solar Program are rate opons that make renewable energy resources available as a voluntary opon to all OG&E Arkansas retail customers. OG&E's ownership and access to wind and solar resources makes the renewable opon a possible choice in meeng the renewable energy needs of OG&E's conservaon-minded customers. Load Reducon is a voluntary load curtailment program that provides qualifying OG&E commercial and industrial customers with the opportunity to curtail usage on a voluntary basis and receive a billing credit when OG&E's system condions merit curtailment acon. OG&E oﬀers certain qualifying customers day-ahead price and ﬂex price rate opons which allow parcipang customers to adjust their electricity consumpon based on a price signal received from OG&E. The day-ahead price and ﬂex price rate opons are based on OG&E's projected next day hourly operang costs. In addion to speciﬁc rate structures, OG&E provides customers with other programs such as the Levelized Billing Plan which helps to make the customer's bill more predictable on a monthly basis. Similarly, OG&E has energy eﬃciency programs which provide qualiﬁed customers with programs such as in-home weatherizaon and opportunies to lower their monthly bill. Fuel Supply and Generaon The following table presents the OG&E-generated energy produced and purchased, by type, for the last three years. Natural gas Coal Renewable Total 2023 Generaon Mix (A) 2022 2021 75 % 16 % 9 % 100 % 60 % 30 % 10 % 100 % 48 % 40 % 12 % 100 % (A) Generaon mix calculated as a percent of net MWhs generated and includes purchased power agreements. OG&E parcipates in the SPP Integrated Marketplace. As part of the Integrated Marketplace, the SPP has balancing authority responsibilies for its market parcipants. The SPP Integrated Marketplace funcons as a centralized dispatch, where market parcipants, including OG&E, submit oﬀers to sell power to the SPP from their resources and bid to purchase power from the SPP for their customers. The SPP Integrated Marketplace is intended to allow the SPP to opmize supply oﬀers and demand bids based upon reliability and economic consideraons and to determine which generang units will run at any given me for maximum 10 cost-eﬀecveness within the SPP area. As a result, OG&E's generang units produce output that is diﬀerent from OG&E's customer load requirements. Net fuel and purchased power costs are generally recoverable through fuel adjustment clauses. The following table presents the weighted-average cost of fuel used, by type, for the last three years. Natural gas Coal Renewable Total Fuel Cost (A) (In cents/Kilowa-Hour) 2022 2023 2.976 3.385 — 2.926 7.032 3.253 — 5.480 2021 11.907 1.935 — 6.833 (A) Total fuel and purchased power weighted-average cost was 2.837, 5.096 and 6.892 cents per kilowa-hour in 2023, 2022 and 2021, respecvely. The change in the weighted average cost of fuel in 2023 compared to 2022 was primarily due to lower natural gas prices, and the change in 2022 compared to 2021 was primarily due to inﬂated fuel costs in 2021 during Winter Storm Uri. Fuel costs are generally recoverable through OG&E's fuel adjustment clauses that are approved by the OCC and the APSC. See Notes 1 and 14 within "Item 8. Financial Statements and Supplementary Data" for further discussion. Of OG&E's 7,116 total MWs of generaon capability reﬂected in the table within "Item 2. Properes," 4,754 MWs, or 66.8 percent, are from natural gas generaon, 1,559 MWs, or 21.9 percent, are from coal generaon, 321 MWs, or 4.5 percent, are from dual-fuel generaon (coal/gas), 449 MWs, or 6.3 percent, are from wind generaon and 33 MWs, or 0.5 percent, are from solar generaon. Natural Gas As a parcipant in the SPP Integrated Marketplace, OG&E purchases its natural gas supply through short-term agreements. OG&E relies on a diversiﬁed porolio of natural gas supply comprised of (i) base load agreements that include ﬁrst-of-month agreements with a ﬁxed price for the month term; (ii) call agreements, whereby OG&E has the right but not the obligaon to purchase a deﬁned quanty of natural gas; and (iii) day and intra-day purchases to meet the demands of the SPP Integrated Marketplace. OG&E holds two storage service contracts which provides addional physical storage capacity. These two contracts provide OG&E security in both volume and price to further help protect customers against volale natural gas prices. Coal OG&E's coal-ﬁred units are designed to burn primarily low sulfur western sub-bituminous coal. The coal purchased in 2023 had a weighted average sulfur content of 0.22 percent. Based on the average sulfur content and EPA-cerﬁed data, OG&E's coal units have an approximate emission rate of 0.1 lbs. of SO2 per MMBtu. For 2024 through 2026, OG&E has coal supply agreements for 100 percent of its expected coal requirements for both the Sooner and River Valley facilies. For the Muskogee facility, OG&E has a majority of its expected 2024 coal requirements met through a coal supply agreement and will ﬁll any addional coal needs through term agreements, spot purchases and the use of exisng inventory. In 2023, OG&E purchased 3.0 million tons of coal from its sub-bituminous suppliers. See "Environmental Laws and Regulaons" within "Item 7. Management's Discussion and Analysis of Financial Condion and Results of Operaons" for a discussion of environmental maers which may aﬀect OG&E in the future, including its ulizaon of coal. 11 Wind OG&E owns the 120 MW Centennial, 101 MW OU Spirit and 228 MW Crossroads wind farms. OG&E's current wind power porolio also includes purchased power contracts as presented in the following table. Company CPV Keenan Edison Mission Energy NextEra Energy Solar Locaon Woodward County, OK Dewey County, OK Blackwell, OK Original Term of Contract 20 years 20 years 20 years Expiraon of Contract 2030 2031 2032 MWs 152.0 130.0 60.0 OG&E currently owns and operates the solar sites presented in the following table. Name Mustang Covington Choctaw Naon Chickasaw Naon Branch Durant 2 Locaon Oklahoma City, OK Covington, OK Durant, OK Davis, OK Branch, AR Durant, OK Year Completed 2015 2018 2020 2020 2021 2022 Photovoltaic Panels MWs 9,867 38,000 15,344 15,344 15,444 15,471 2.5 9.7 5.0 5.0 5.0 5.0 OG&E will connue to evaluate the need to add addional solar sites to its generaon porolio based on customer demand, ulity-scale component supply, cost and reliability. Environmental Maers The acvies of OG&E are subject to numerous stringent and complex federal, state and local laws and regulaons governing environmental protecon. These laws and regulaons can change, restrict or otherwise impact the Registrants' business acvies in many ways, including the handling or disposal of waste material, planning for future construcon acvies to avoid or migate harm to threatened or endangered species and requiring the installaon and operaon of emissions or polluon control equipment. Failure to comply with these laws and regulaons could result in the assessment of administrave, civil and criminal penales, the imposion of remedial requirements and the issuance of orders enjoining future operaons. Management believes that all of the Registrants' operaons are in substanal compliance with current federal, state and local environmental standards. President Biden's Administraon has taken a number of acons that adopt policies and aﬀect environmental regulaons, including issuance of execuve orders that instruct the EPA and other execuve agencies to review certain rules that aﬀect OG&E with a view to achieving naonwide reducons in greenhouse gas emissions. OG&E is monitoring these acons which are in various stages of implementaon. At this point in me, the impacts of these acons on the Registrants' results of operaons, if any, cannot be determined with any certainty. In the meanme, the Registrants connue to have obligaons to take or complete acon under current environmental rules. Management connues to evaluate the Registrants' compliance with exisng and proposed environmental legislaon and regulaons and implement appropriate environmental programs in a compeve market but at the current me, based on exisng rules, does not expect capital expenditures for environmental control facilies to be material for 2024 or 2025. For further discussion of environmental maers and capital expenditures related to environmental factors that may aﬀect the Registrants, see "2023 Capital Requirements, Sources of Financing and Financing Acvies," "Future Capital Requirements" and "Environmental Laws and Regulaons" within "Item 7. Management's Discussion and Analysis of Financial Condion and Results of Operaons." Human Capital Management Our company fulﬁlls a crical role in the naon's electric ulity infrastructure. In order to do so, we believe we need to aract, retain, movate and develop a high quality, diverse workforce and provide a safe, inclusive and producve work environment for everyone. Our company's core values are teamwork, transparency, respect, integrity, public service, and individual safety and well-being. Our company's core beliefs are unleash potenal, live safely, achieve together, create shared trust, value diversity and inclusion, take charge and values maer. We believe that our company's values and beliefs serve as a foundaon for our relaonships with our 12 employees, who we refer to internally as "members" of the Registrants. These core values and beliefs are reinforced to all members at the me of hire, annually through a review of our Code of Ethics and periodically through small and large group meengs. We believe the eﬀorts described herein, among others, contribute to our members' sense of purpose for the work we perform and result in the retenon of our members. This belief is supported by OGE Energy being named by Forbes as the #1 Best Employer in Oklahoma for 2023 based on safety of work environment, compeveness of compensaon, opportunies for advancement, openness to telecommung and how likely members would be to recommend OGE Energy as an employer. At December 31, 2023, OGE Energy had 2,329 full-me employees, of which 1,936 are OG&E employees. Total Rewards To help us aract and retain the most qualiﬁed individuals for our businesses, we provide a combinaon of strong compensaon and comprehensive beneﬁt oﬀerings, including healthcare, health savings and ﬂexible spending accounts, short-term and long-term incenve plans, rerement savings plans with company matching contribuons, disability coverage, paid me oﬀ, parental leave and employee assistance programs. We also have a deﬁned beneﬁt pension plan that covers certain members hired on or before December 1, 2009. Our members are also oﬀered two days of paid volunteer leave every year, which is intended to further enrich both their lives and the lives of others in the communies we serve. Employee Recruing, Development and Engagement We make it a priority to aract, retain, movate and develop a high-quality workforce. Our recruitment eﬀorts begin with industry and career awareness eﬀorts directed toward learning instuons, parents and students. We have built partnerships with universies, state career tech systems, state educaon departments, technical learning/trade schools, military bases and local school districts to increase awareness of the employment opportunies we provide and the total rewards packages that are ed to those opportunies. We build these relaonships to create talent pipelines that will funnel qualiﬁed individuals back to our organizaon and the workforce needs we have idenﬁed. We provide our members with a variety of opportunies for career growth and development. Many of the posions in our company are highly specialized, so having appropriate training and succession planning is crical to business connuity and compeveness. We provide leadership, career development and skill-building opportunies, including internal and external training as well as tuion reimbursement, to invest in the next generaon of leaders for our company. The number of annual hours of training per employee that we target, and historically average, aligns with the benchmark published annually by the American Society of Training and Development. OGE Energy, like many ulies across the country, is planning for and managing the eﬀects of turnover of our workforce due to a signiﬁcant number of rerements occurring now and expected during the next ﬁve to ten years. This will also be a period impacted by major transformaon of our business through technology investments, regulatory changes to our electric generaon porolio and upgrades to our distribuon infrastructure. Management engages in ongoing succession planning discussions, which includes the annual involvement of OGE Energy's Board of Directors as it relates to oﬃcer succession planning. OGE Energy conducts and/or parcipates in employee engagement surveys to seek feedback from its members on a variety of topics, including understanding of and alignment with the company's strategy, objecves, values and beliefs, management pracces, operaonal performance and the employee value proposion. OGE Energy shares the survey results with members, and senior management incorporates the results of the surveys into their acon plans in order to respond to the feedback and further enhance member engagement. In 2023, OG&E was named a Top Workplace in Oklahoma as a result of an employee engagement survey conducted by a third party. Safety At OGE Energy, safety is more than a priority; it is a value and is paramount in the work we perform. Our safety principles are core to who we are and what we do. These principles are communicated, demonstrated and embraced at all levels of the company and supported by our core belief to "Live Safely." To us, "Live Safely" means we protect ourselves and others from injury by constant engagement, "always living safely." Our goal is to have zero safety incidents every year, and we educate all members on our incident and injury-free workplace vision through extensive training on safety culture and task speciﬁc training to perform their work safely. 13 To further our vision of safety excellence, our health and safety professionals, supervisors and Safety Task Force teams conduct roune work observaons to verify members and contractors are following safety protocols and procedures and provide coaching, if necessary. To further drive improvements in our safety performance, we report and analyze all near misses and incidents to understand the causal factors and associated correcve acons necessary to reduce the likelihood of recurrence. We share what we have learned company-wide to provide real-me learning opportunies for all members. We connue to analyze trends and engage in discussions with our members, creang a dialogue to enhance safety performance and work toward our incident and injury- free workplace. Our focus on safety has contributed to the last eight years being the safest in our 121-year history. Since the incepon of our safety principle that all incidents and injuries are preventable and embracing our incident and injury free vision, we have seen a sustained decline in our injury rate. We have reduced our 5-year averages for OSHA recordable injuries by 67 percent and our Days Away, Restricted, Transfer Rate by 74 percent since our 2011 baseline. The Days Away, Restricted, Transfer rate is an OSHA calculaon that determines how safe businesses have been in a calendar year in reference to parcular types of worker compensaon injuries. OG&E is subject to a number of federal, state and local regulaons, which are administered by a variety of agencies. These agencies cover areas such as health and safety, transportaon and the environment. OG&E has processes and procedures for these areas, and we believe we are in material compliance with all applicable regulaons. Diversity and Inclusion Within our overall recruitment eﬀorts, we are focused on fostering a culture of inclusion with our over-arching goal for the company's workforce to look like the communies we serve. Several of the talent pipeline partnerships referenced above are with organizaons and trade schools whose student populaons represent ethnic, racial, and socio-economic diversity or are raised in underrepresented communies. We connue working with others to recruit students to their programs who represent diverse communies, which can lead to potenal employment for our posions. We have also formed relaonships with universies to provide scholarships to students with diverse backgrounds and have focused on hiring individuals transioning out of the military. For our workforce as a whole, the hiring percentage of members represenng gender, racial and ethnically diverse communies has been trending upward, and we expect that trend to connue. The rerement of our more tenured employees creates opportunies to promote, aract, and hire addional individuals with diverse backgrounds. We strive to reinforce the belief that our members are one of our greatest assets by creang a culture of inclusion throughout the company. One of our core beliefs is to "Value Diversity and Inclusion," which to us means that we embrace the uniqueness of each individual to make us a stronger and more resourceful organizaon, which enables us to serve and support the diverse communies where we live and work. We do this by, among other things, encouraging members to treat others justly and considering their views in the decisions we make. The company currently has nine employee-led MRGs supporng Asian American & Paciﬁc Islander, Black, Hispanic, Indigenous People, LGBTQ+, Veteran, and Women members along with new members and those dedicated to public service. All groups are voluntary and inclusive. Each MRG selects an oﬃcer of the company to serve as its Execuve Sponsor. These MRGs are intended to foster a sense of belonging for all members, inspire conversaon, introduce new ways of thinking about issues, drive innovaon among our diverse populaon of members and provide an opportunity for professional development, community involvement and recruitment. 14 Informaon About the Registrants' Execuve Oﬃcers The following table presents the names, tles and business experience for the most recent ﬁve years for those persons serving as Execuve Oﬃcers of the Registrants as of February 20, 2024: Age 56 51 Sean Trauschke W. Bryan Buckler Name Sarah R. Staﬀord Sco A. Briggs Robert J. Burch Andrea M. Dennis Keith E. Erickson Donnie O. Jones Crisna F. McQuison Kenneth A. Miller David A. Parker Mahew J. Schuermann William H. Sultemeier Charles B. Walworth Johnny W. Whiield, Jr. Chrisne O. Woodworth 42 52 61 47 50 57 59 57 47 45 56 49 47 53 2019 - Present: 2021 - Present: 2019 - 2020: 2019: 2019 - Present: 2020 - Present: 2019 - 2020: 2020 - Present: 2019 - 2020: 2019 - Present: 2019: 2019: 2022 - Present: 2019 - 2022: 2019 - Present: 2019: 2020 - Present: 2019 - 2020: 2019 - Present: 2020 - Present: 2019 - 2020: 2019: 2020 - Present: 2019 - 2020: 2019: 2022 - Present: 2019 - 2022: 2019 - Present: 2022 - Present: 2019 - 2022: 2019: 2021 - Present: 2019 - 2021: Current Title and Business Experience Chairman of the Board, President and Chief Execuve Oﬃcer of OGE Energy Corp. Chief Financial Oﬃcer of OGE Energy Corp. Vice President of Investor Relaons - Duke Energy Corporaon Director of Financial Planning and Analysis - Duke Energy Corporaon Controller and Chief Accounng Oﬃcer of OGE Energy Corp. Vice President - Human Resources of OG&E Managing Director Human Resources of OG&E Vice President - Ulity Technical Services of OG&E Managing Director Ulity Technical Services of OG&E Vice President - Transmission and Distribuon Operaons of OG&E Managing Director Transmission and Distribuon Operaons of OG&E Director System Operaons of OG&E Vice President - Sales and Customer Operaons of OG&E Director of Sales and Business Development of OG&E Vice President - Ulity Operaons of OG&E Vice President - Power Supply Operaons of OG&E Vice President - Corporate Responsibility and Stewardship of OGE Energy Corp. Vice President - Chief Informaon Oﬃcer of OG&E Vice President - Public and Regulatory Aﬀairs of OG&E Vice President - Technology, Data and Security of OG&E Director Enterprise Security and Risk of OGE Energy Corp. Director of Internal Audit of OGE Energy Corp. Vice President - Power Supply Operaons of OG&E Managing Director Power Plant Operaons of OG&E Special Projects Director of OG&E General Counsel, Corporate Secretary and Chief Compliance Oﬃcer of OGE Energy Corp. General Counsel and Chief Compliance Oﬃcer of OGE Energy Corp. Treasurer of OGE Energy Corp. Vice President - Business Intelligence and Supply Chain of OG&E Director of Business Intelligence of OG&E Sr. Manager of Resource Coordinaon of OG&E Vice President - Markeng and Communicaons of OG&E Vice President of Public Relaons - Sonic Drive-In, a fast-food restaurant chain No family relaonship exists between any of the Execuve Oﬃcers of the Registrants. Messrs. Trauschke, Buckler, Sultemeier, Walworth and Mses. McQuison and Staﬀord are also oﬃcers of OG&E. Each Execuve Oﬃcer is to hold oﬃce unl the next annual elecon of oﬃcers by the Board of Directors which is typically accomplished at the ﬁrst regular board meeng following the Annual Meeng of Shareholders, currently scheduled for May 16, 2024. 15 Item 1A. Risk Factors. In the discussion of risk factors set forth below, unless the context otherwise requires, the terms "we," "our" and "us" refer to the Registrants. In addion to the other informaon in this Form 10-K and other documents ﬁled by us and/or our subsidiaries with the Securies and Exchange Commission from me to me, the following factors should be carefully considered in evaluang OGE Energy and its subsidiaries. Such factors could aﬀect actual results and cause results to diﬀer materially from those expressed in any forward-looking statements made by or on behalf of us or our subsidiaries. Addional risks and uncertaines not currently known to us or that we currently view as immaterial may also impair our business operaons. The Registrants are subject to a variety of risks which can be classiﬁed as regulatory, operaonal, ﬁnancial and general. Risk factors of OG&E are also risk factors of OGE Energy. REGULATORY RISKS The Registrants' proﬁtability depends to a large extent on the ability of OG&E to fully recover its costs, including its cost of capital, from its customers in a mely manner, and there may be changes in the regulatory environment that impair its ability to recover costs from its customers. OG&E is subject to comprehensive regulaon by several federal and state regulatory agencies, which signiﬁcantly inﬂuences its operang environment and its ability to fully recover its costs, including its cost of capital, from customers. Recoverability of any under recovered amounts from OG&E's customers due to a rise in fuel costs is a signiﬁcant risk. The ulity commissions in the states where OG&E operates regulate many aspects of its electric operaons including sing and construcon of facilies, customer service and the rates that OG&E can charge customers. The proﬁtability of the electric operaons is dependent on OG&E's ability to fully recover costs related to providing electricity and power services to its customers in a mely manner. Any failure to obtain commission approval to increase rates to fully recover costs, or a delay in the receipt of such approval, could have an adverse impact on OG&E's results of operaons. In addion, OG&E's jurisdicons have fuel adjustment clauses that permit OG&E to recover fuel and purchased power costs through rates without a general rate review, subject to a later determinaon that such costs were prudently incurred. If the state regulatory commissions determine that such costs were not prudently incurred, recovery could be disallowed. In recent years, the regulatory environments in which OG&E operates have received an increased amount of aenon. It is possible that there could be changes in the regulatory environment that would impair OG&E's ability to fully recover costs historically paid by OG&E's customers. State regulatory commissions generally possess broad powers to ensure that the needs of the ulity customers are being met. OG&E cannot assure that the OCC, APSC and the FERC will grant rate increases in the future or in the amounts requested, and they could instead lower OG&E's rates. The Registrants are unable to predict the impact on their operang results from future regulatory acvies of any of the agencies that regulate OG&E. Changes in regulaons, legislaon or the imposion of addional regulaons or legislaon could have an adverse impact on the Registrants' results of operaons. OG&E's rates are subject to rate regulaon by the states of Oklahoma and Arkansas, as well as by a federal agency, whose regulatory paradigms and goals may not be consistent. OG&E is a vercally integrated electric company. Most of its revenue results from the sale of electricity to retail customers subject to bundled rates that are approved by the applicable state regulatory commission. OG&E operates in Oklahoma and western Arkansas and is subject to rate regulaon by the OCC and the APSC, in addion to FERC regulaon of its transmission acvies and any wholesale sales. Exposure to inconsistent state and federal regulatory standards may limit our ability to operate proﬁtably. Further alteraon of the regulatory landscape in which we operate, including a change in our authorized return on equity, may harm our ﬁnancial posion and results of operaons. Costs of compliance with environmental and other laws and regulaons are signiﬁcant, and the cost of compliance with future environmental and other laws and regulaons may adversely aﬀect our results of operaons, ﬁnancial posion or liquidity. We are subject to extensive federal, state and local environmental statutes, rules and regulaons relang to air quality, water quality, waste management, wildlife conservaon, natural resources and health and safety that could, among other things, restrict or limit the output of certain facilies or the use of certain fuels required for the producon of electricity and/or require addional 16 polluon control equipment and otherwise increase costs. We are also subject to SPP-related capacity methodologies which are expected to connue to impact our future capacity needs. There are signiﬁcant capital, operang and other costs associated with compliance with these environmental and other statutes, rules and regulaons and those costs may be even more signiﬁcant in the future. In response to recent regulatory and judicial decisions and internaonal accords, emissions of greenhouse gases including, most signiﬁcantly, CO2, could be restricted in the future as a result of federal or state legal requirements or ligaon relang to greenhouse gas emissions. No rules are currently in eﬀect that require us to reduce our greenhouse gas emissions, but laws and regulaons to which we must adhere change, and the Biden Administraon's agenda includes a signiﬁcant shi in environmental and energy policy, focusing on reducing greenhouse gas emissions and addressing climate change issues. Together, these acons reﬂect climate change issues and greenhouse gas emission reducons as central areas of focus for domesc and internaonal regulaons, orders and policies, such as proposed rules from the EPA in 2023 to reduce emissions of greenhouse gases from fossil fuel-ﬁred electric generang units under Clean Air Act Secon 111. In addion, a parallel focus on reducing greenhouse gas emissions is reﬂected in legislaon introduced in Congress. For example, the Infrastructure Investment and Jobs Act and Inﬂaon Reducon Act were passed into law in 2022. These laws present opportunies for federal grants and tax incenves intended to hasten the future economy-wide deployment of various greenhouse gas emission reducing technologies and approaches. These iniaves could lead to new and revised energy and environmental laws and regulaons, including tax reforms relang to energy and environmental issues. Any such changes, as well as any enforcement acons or judicial decisions regarding those laws and regulaons, could result in signiﬁcant addional compliance costs that would aﬀect our future ﬁnancial posion, results of operaons and cash ﬂows if such costs are not recovered through regulated rates. Such changes also could aﬀect the manner in which we conduct our business and could require us to make substanal addional capital expenditures or abandon certain projects. Recently proposed environmental regulaons may also impact our plan to comply with potenal addional changes to the SPP’s planning reserve margin and, as further discussed in Note 14 within "Item 8. Financial Statements and Supplementary Data," recent changes to the resource capacity accreditaon methodologies for both thermal and renewable resources. Both changes may increase OG&E's generaon capacity needs. We may be constrained by the ability to procure resources or labor that is needed to construct projects on me and at a reasonable price, which could signiﬁcantly impact the extent to which we can successfully comply with these proposed environmental regulaons and SPP requirements. There is inherent risk of the incurrence of environmental costs and liabilies in our operaons and historical industry pracces. These acvies are subject to stringent and complex federal, state and local laws and regulaons that can restrict or impact OG&E's business acvies in many ways, such as restricng the way OG&E can handle or dispose of its wastes or requiring remedial acon to migate polluon condions that may be caused by its operaons or that are aributable to former operators. OG&E may be unable to recover these costs from insurance or other regulatory mechanisms. The Biden Administraon has suggested that it will enact stricter laws, regulaons and enforcement policies that could signiﬁcantly increase compliance costs and the cost of any remediaon that may become necessary. If regulaons are enacted regarding any of our generang units, as listed in "Item 2. Properes," it could potenally result in stranded assets. In addion, we may be required to make signiﬁcant expenditures in connecon with the invesgaon and remediaon of alleged or actual spills, personal injury or property damage claims, and the repair, upgrade or expansion of our facilies to meet future requirements and obligaons under environmental laws. For further discussion of environmental maers that may aﬀect the Registrants, see "Environmental Laws and Regulaons" within "Item 7. Management's Discussion and Analysis of Financial Condion and Results of Operaons." We are subject to ﬁnancial risks associated with climate change and the transion to a lower carbon economy. In addion to the potenal for physical risk related to climate change (discussed below), climate change, and the risks related to our transion to a lower carbon economy, creates ﬁnancial risk. Transion risks represent those risks related to the social and economic changes needed to shi toward a lower carbon future. These risks are oen interconnected, represenng policy and regulatory changes, technology and market risks, and risks to our reputaon and ﬁnancial performance. Potenal regulaon associated with climate change legislaon could pose ﬁnancial risks to OGE Energy and its aﬃliates. The U.S. is a party to the United Naons' "Paris Agreement" on climate change, and the Agreement, along with other potenal legislaon and regulaon discussed above, could result in enforceable greenhouse gas emission reducon requirements that could lead to increased compliance costs for OGE Energy and its aﬃliates. For example, in May 2023, the EPA proposed rules to reduce emissions of 17 greenhouse gases from fossil fuel-ﬁred electric generang units under Clean Air Act Secon 111. The proposal encompasses rulemakings for both new units and exisng units. For further discussion, see "Environmental Laws and Regulaons" within "Item 7. Management's Discussion and Analysis of Financial Condion and Results of Operaons." It is unknown what the outcome, or any potenal material impacts, if any, will be from the ﬁnal acon by the EPA. As we expand our cleaner energy generaon asset mix, the ability to integrate renewable technologies into our operaons and maintain reliability and aﬀordability is key. The intermiency of renewables remains a crical challenge parcularly as cost-eﬃcient energy storage is sll in development. Other technology risks include the need for signiﬁcant upfront ﬁnancial investments, lengthy development melines, and the uncertainty of integraon and scalability across our enre service territory. In addion, to the extent that any climate change adversely aﬀects the naonal or regional economic health through physical impacts or increased rates caused by the inclusion of addional regulatory costs, CO2 taxes or imposed costs, OGE Energy and its aﬃliates may be adversely impacted. There are also increasing risks for energy companies from shareholders currently invested in fossil-fuel energy companies concerned about the potenal eﬀects of climate change who may elect in the future to shi some or all of their investments into enes that emit lower levels of greenhouse gases or into non-energy related sectors. Instuonal investors and lenders who provide ﬁnancing to fossil-fuel energy companies also have become more aenve to sustainable invesng and lending pracces and some of them may elect not to provide funding for fossil fuel energy companies. To the extent ﬁnancial markets view climate change and emissions of greenhouse gases as a ﬁnancial risk, this could negavely aﬀect our ability to access capital markets or cause us to receive less than ideal terms and condions. In addion, we may be subject to ﬁnancial risks from private party ligaon relang to greenhouse gas emissions. Defense costs associated with such ligaon can be signiﬁcant and an adverse outcome could require substanal capital expenditures and could possibly require payment of substanal penales or damages. Such payments or expenditures could aﬀect results of operaons, ﬁnancial condion or cash ﬂows if such costs are not recovered through regulated rates. We may not be able to recover the costs of our substanal investments in capital improvements and addions. Our business plan calls for extensive investments in capital improvements and addions in OG&E, including modernizing exisng infrastructure as well as other iniaves. Signiﬁcant porons of OG&E's facilies were constructed many years ago. Older generaon equipment, even if maintained in accordance with good engineering pracces, may require signiﬁcant capital expenditures to maintain eﬃciency, to comply with environmental requirements or to provide reliable operaons. As discussed above, the Infrastructure Investment and Jobs Act and Inﬂaon Reducon Act present opportunies for federal grants and tax incenves intended to hasten the future economy-wide deployment of various greenhouse gas emission reducing technologies and approaches. We have been awarded grant funds for speciﬁc projects through the Infrastructure Investment and Jobs Act, and we plan to pursue addional opportunies available to us under this Act. We expect to typically be responsible for any project costs not covered by grants on further investments related to this Act. OG&E currently provides service at rates approved by one or more regulatory commissions. If these regulatory commissions do not approve adjustments to the rates OG&E charges, it would not be able to recover the costs associated with its planned extensive investment. This could adversely aﬀect the Registrants' ﬁnancial posion and results of operaons. While OG&E may seek to limit the impact of any denied recovery by aempng to reduce the scope of its capital investment, there can be no assurance as to the eﬀecveness of any such migaon eﬀorts, parcularly with respect to previously incurred costs and commitments. The regional power market in which OG&E operates has changing transmission regulatory structures, which may aﬀect the transmission assets and related revenues and expenses. OG&E currently owns and operates transmission and generaon facilies as part of a vercally integrated electric company. OG&E is a member of the SPP regional transmission organizaon and has transferred operaonal authority (but not ownership) of OG&E's transmission facilies to the SPP. The SPP has implemented regional day ahead and real-me markets for energy and operang reserves, as well as associated transmission congeson rights. Collecvely, the three markets operate together under the global name, SPP Integrated Marketplace. OG&E represents owned and contracted generaon assets and customer load in the SPP Integrated Marketplace for the sole beneﬁt of its customers. OG&E has not parcipated in the SPP Integrated Marketplace for any speculave trading acvies. Our revenues, expenses, assets and liabilies may be adversely aﬀected by changes in the organizaon, operaon and regulaon of the SPP Integrated Marketplace by the FERC or the SPP. 18 Increased compeon resulng from eﬀorts to restructure ulity and energy markets or deregulaon could have a signiﬁcant ﬁnancial and load growth impact on us and consequently impact our revenue and aﬀordability of services. We have been and will connue to be aﬀected by compeve changes to the ulity and energy industries. Signiﬁcant changes have occurred and addional changes have been proposed to the wholesale electric market. Retail compeon and the unbundling of regulated energy service could have a signiﬁcant ﬁnancial impact on us due to possible impairments of assets, a loss of retail customers, impact proﬁt margins and/or increased costs of capital. Further, we regularly engage in negoaons on renewals of franchise agreements with municipal governments within our service territories. Any such restructuring could have a signiﬁcant impact on our ﬁnancial posion, results of operaons and cash ﬂows. Further, our load growth could be impacted, which could result in an impact on the aﬀordability of our services. We cannot predict when we will be subject to changes in legislaon or regulaon, nor can we predict the impact of these changes on our ﬁnancial posion, results of operaons or cash ﬂows. We are subject to substanal regulaon by governmental agencies. Compliance with current and future regulatory requirements and procurement of necessary approvals, permits and cerﬁcaons may result in signiﬁcant costs to us. We are subject to substanal regulaon from federal, state and local regulatory agencies. We are required to comply with numerous laws and regulaons and to obtain permits, approvals and cerﬁcaons from the governmental agencies that regulate various aspects of our businesses, including customer rates, service regulaons, retail service territories, sales of securies, asset acquisions and sales, accounng policies and pracces and the operaon of generang facilies. We believe the necessary permits, approvals and cerﬁcates have been obtained for our exisng operaons and that our business is conducted in accordance with applicable laws; however, we are unable to predict the impact on our operang results from future regulatory acvies of these agencies. The NERC is responsible for the development and enforcement of mandatory reliability and cyber security standards for the wholesale electric power system. OG&E's plan is to comply with all applicable standards and to expediently correct a violaon should it occur. As one of OG&E's regulators, the NERC has comprehensive regulaons and standards related to the reliability and security of our operang systems and is connuously developing addional mandatory compliance requirements for the electric power industry. The increasing development of NERC rules and standards will increase compliance costs and our exposure for potenal violaons of these standards. OPERATIONAL RISKS Our results of operaons may be impacted by disrupons to fuel supply or the electric grid that are beyond our control. We are exposed to risks related to performance of contractual obligaons by our suppliers and transporters. We are dependent on coal and natural gas for much of our electric generang capacity. We rely on suppliers to deliver coal and natural gas in accordance with short- and long-term contracts. We have certain supply and transportaon contracts in place; however, there can be no assurance that the counterpares to these agreements will fulﬁll their obligaons to supply and transport coal and natural gas to us. The suppliers and transporters under these agreements may experience ﬁnancial or technical problems that inhibit their ability to fulﬁll their obligaons to us. In addion, the suppliers and transporters under these agreements may not be required to provide the commodity or service under certain circumstances, such as in the event of a natural disaster. Deliveries may be subject to short-term interrupons or reducons due to various factors, including transportaon problems, weather, availability of equipment and labor shortages. Failure or delay by our suppliers and transporters of coal and natural gas could disrupt our ability to deliver electricity and require us to incur addional expenses to meet the needs of our customers. Addionally, due to our generaon and transmission systems being part of an interconnected regional grid, we face the risk of possible loss of business due to a disrupon or black-out caused by an event such as a severe storm, generator or transmission facility outage on a neighboring system or the acons of a neighboring ulity. Any such disrupon could result in a signiﬁcant decrease in revenues and signiﬁcant addional costs to repair assets, which could have a material adverse impact on our ﬁnancial posion, results of operaons and cash ﬂows. 19 OG&E's electric generaon, transmission and distribuon assets are subject to operaonal risks that could result in unscheduled plant outages, unancipated operaon and maintenance expenses, increased purchased power costs, accidents and third-party liability. OG&E owns and operates coal-ﬁred, natural gas-ﬁred, wind-powered and solar-powered generang assets. Operaon of electric generaon, transmission and distribuon assets involves risks that can adversely aﬀect energy output and eﬃciency levels or that could result in loss of human life, signiﬁcant damage to property, environmental polluon and impairment of OG&E's operaons. Included among these risks are: • • • • • • increased prices for fuel, fuel transportaon, purchased power and purchased capacity as exisng contracts expire; facility shutdowns due to a breakdown or failure of equipment or processes or interrupons in fuel supply; operator or contractor error or safety related stoppages; disrupons in the delivery of electricity; intenonal destrucon of electric grid equipment; and catastrophic events such as ﬁres, explosions, tornadoes, ﬂoods, earthquakes or other similar occurrences. The occurrence of any of these events, if not fully covered by insurance or if insurance is not available, could have a material eﬀect on our ﬁnancial posion and results of operaons. Further, when unplanned maintenance work is required on power plants or other equipment, OG&E will not only incur unexpected maintenance expenses, but it may also have to make spot market purchases of replacement electricity that could exceed OG&E's costs of generaon, or be forced to rere a generaon unit if the cost or ming of the maintenance is not reasonable and prudent. If OG&E is unable to recover any of these increased costs in rates, it could have a material adverse eﬀect on our ﬁnancial performance. Changes in technology, regulatory policies and customer electricity consumpon may cause our assets to be less compeve and impact our results of operaons. OG&E is a vercally integrated electric company and primarily generates electricity at large central facilies. We believe this method is the most eﬃcient and cost-eﬀecve method for power delivery, as it typically results in economies of scale and lower costs than newer technologies such as fuel cells, microturbines, wind turbines and photovoltaic solar cells. It is possible that advances in technologies or changes in regulatory policies will reduce costs of new technology to levels that are equal to or below that of most central staon electricity producon, which could have a material adverse eﬀect on our results of operaons. OG&E's widespread use of Smart Grid technology allowing for two-way communicaons between the electric company and its customers could enable the entry of technology companies into the interface between OG&E and its customers, resulng in unpredictable eﬀects on our current business. Reducons in customer electricity consumpon, thereby reducing electric sales, could result from increased deployment of renewable energy technologies as well as increased eﬃciency of household appliances, among other general eﬃciency gains in technology. However, this potenal reducon in load would not reduce our need for ongoing investments in our infrastructure to reliably serve our customers. Connued electric infrastructure investment without increased electricity sales could cause increased rates for customers, potenally resulng in further reducons in electricity sales and reduced proﬁtability. Weather condions such as tornadoes, thunderstorms, ice storms, windstorms, ﬂooding, earthquakes, prolonged droughts and the occurrence of wildﬁres, as well as seasonal temperature variaons may adversely aﬀect our ﬁnancial posion, results of operaons and cash ﬂows. Weather condions directly inﬂuence the demand for electric power. In OG&E's service area, demand for power peaks during the hot summer months, with market prices also typically peaking at that me. As a result, overall operang results may ﬂuctuate on a seasonal and quarterly basis. In addion, we have historically sold less power, and consequently received less revenue, when weather condions are milder. Unusually mild weather in the future could reduce our revenues, net income, available cash and borrowing ability. Severe weather, such as tornadoes, thunderstorms, ice storms, windstorms, ﬂooding, earthquakes, prolonged droughts and the occurrence of wildﬁres, may cause outages and property damage which may require us to incur addional costs that may not be adequately insured and that may not be recoverable from customers. The eﬀect of the failure of our facilies to operate as planned, as described above, would be parcularly burdensome during a peak demand period. In addion, prolonged droughts could cause a lack of suﬃcient water for use in cooling during the electricity generang process. 20 Physical risks from climate can be considered in both acute (event-driven) and chronic (longer-term shis in climate paerns) terms. The eﬀects of climate change could exacerbate physical changes in weather and the extreme weather events discussed above, including prolonged droughts, rise in temperatures and more extreme weather events like wildﬁres and ice storms, among other weather impacts. We have observed some of these events in recent years, and the trend could connue. OG&E can incur signiﬁcant restoraon costs as a result of these weather events. If OG&E is unable to recover any of these increased costs in rates, it could have a material adverse eﬀect on our ﬁnancial performance. FINANCIAL RISKS Market performance, increased rerements, changes in rerement plan regulaons and increasing costs associated with our Pension Plan, health care plans and other employee-related beneﬁts may adversely aﬀect our ﬁnancial posion, results of operaons or cash ﬂows. We have a Pension Plan that covers certain employees hired before December 1, 2009. We also have deﬁned beneﬁt postrerement plans that cover certain employees hired prior to February 1, 2000. Assumpons related to future costs, returns on investments, interest rates and other actuarial assumpons with respect to the deﬁned beneﬁt rerement and postrerement plans have a signiﬁcant impact on our results of operaons and funding requirements. We expect to make future contribuons to maintain required funding levels as necessary, and it has been our pracce to also make voluntary contribuons to maintain more prudent funding levels than minimally required. We may connue to make voluntary contribuons in the future. These amounts are esmates and may change based on actual stock market performance, changes in interest rates and any changes in governmental regulaons. If the employees who parcipate in the Pension Plan rere when they become eligible for rerement over the next several years, or if our plan experiences adverse market returns on its investments, or if interest rates materially fall, our pension expense and contribuons to the plans could rise substanally over historical levels. The ming and number of employees rering and selecng the lump-sum payment opon could result in pension selement charges that could materially aﬀect our results of operaons if we are unable to recover these costs through our electric rates. In addion, assumpons related to future costs, returns on investments, interest rates and other actuarial assumpons, including projected rerements, have a signiﬁcant impact on our ﬁnancial posion and results of operaons. Those factors are outside of our control. In addion to the costs of our Pension Plan, the costs of providing health care beneﬁts to our employees and rerees have increased in recent years. We believe that our employee beneﬁt costs, including costs related to health care plans for our employees, will connue to rise. The increasing costs and funding requirements with our Pension Plan, health care plans and other employee beneﬁts may adversely aﬀect our ﬁnancial posion, results of operaons or liquidity. OGE Energy is a holding company with its primary asset being its subsidiary, OG&E. OGE Energy is a holding company and thus its primary asset is its subsidiary, OG&E. Substanally all of OGE Energy's operaons are conducted by this subsidiary. Consequently, OGE Energy's operang cash ﬂow and its ability to pay dividends and service its indebtedness are dependent upon the operang cash ﬂow of OG&E and the payment of funds by OG&E to OGE Energy in the form of dividends. At December 31, 2023, OGE Energy and OG&E had outstanding indebtedness and other liabilies of $8.3 billion. OG&E is a separate legal enty that has no obligaon to pay any amounts due on OGE Energy's indebtedness or to make any funds available for that purpose. In addion, OG&E's ability to pay dividends to OGE Energy depends on any statutory and contractual restricons that may be applicable to the enty, which may include requirements to maintain minimum levels of working capital and other assets. Claims of creditors, including general creditors, of OG&E on its assets will generally have priority over OGE Energy claims (except to the extent that OGE Energy may be a creditor and its claims are recognized) and claims by OGE Energy shareholders. In addion, as discussed above, OG&E is regulated by state ulity commissions in Oklahoma and Arkansas as well as a federal regulatory agency which generally possess broad powers to ensure that the needs of customers are being met. To the extent that the state commissions or federal regulatory agency aempt to impose restricons on the ability of OG&E to pay dividends to OGE Energy, it could adversely aﬀect its ability to connue to pay dividends. 21 GENERAL RISKS Governmental and market reacons to events involving other public companies or other energy companies that are beyond our control may have negave impacts on our business, ﬁnancial posion, results of operaons, cash ﬂows and access to capital. Accounng irregularies at public companies in general, and energy companies in parcular, and invesgaons by governmental authories into energy trading acvies and polical contribuons, could lead to public and regulatory scruny and suspicion for public companies, including those in the regulated and unregulated ulity business. Accounng irregularies could cause regulators and legislators to review current accounng pracces, ﬁnancial disclosures and relaonships between companies and their independent auditors. The capital markets and rang agencies also could increase their level of scruny. We believe that we are complying with all applicable laws and accounng standards, but it is diﬃcult or impossible to predict or control what eﬀect any of these types of events may have on our business, ﬁnancial posion, cash ﬂows or access to the capital markets. It is unclear what addional laws or regulaons may develop, and we cannot predict the ulmate impact of any future changes in accounng regulaons or pracces in general with respect to public companies, the energy industry or our operaons speciﬁcally. Any new accounng standards could aﬀect the way we are required to record revenues, expenses, assets, liabilies and equity. These changes in accounng standards could lead to negave impacts on reported earnings or decreases in assets or increases in liabilies that could, in turn, aﬀect our ﬁnancial posion, results of operaons and cash ﬂows. Economic condions, including inﬂaonary pressures and supply chain disrupons, could negavely impact our business and our results of operaons. Our operaons have been and are aﬀected by local, naonal and worldwide economic condions. Naonal and global events could adversely aﬀect and/or exacerbate macroeconomic condions, including inﬂaonary pressures, rising interest rates, supply chain disrupons and economic recessions, which in turn aﬀect our operaons and our customers. OG&E has experienced rising costs to produce electricity through increased fuel prices, raw material inﬂaon, logiscal challenges and certain component shortages. We are dependent upon others, such as fuel suppliers and transporters and suppliers for our capital projects, to help execute our operaons. Supply chain disrupon has resulted, and may connue to result, in delays in construcon acvies and equipment deliveries related to our capital projects. The consequences of a recession could include a lower level of economic acvity and uncertainty regarding energy prices and the capital and commodity markets. A lower level of economic acvity and general inﬂaon could result in a decline in energy consumpon, which could adversely aﬀect our revenues and future growth. Instability in the ﬁnancial markets, as a result of recession or otherwise, also could aﬀect the cost of capital and our ability to raise capital. Economic condions may also impact the valuaon of certain long-lived assets that are subject to impairment tesng, potenally resulng in impairment charges, which could have a material adverse impact on our results of operaons. Economic condions may be impacted by insuﬃcient ﬁnancial sector liquidity or inﬂaonary pressures, leading to potenal increased unemployment, which could impact the ability of our customers to pay mely, increase customer bankruptcies, and could lead to increased bad debt. If such circumstances occur, we expect that commercial and industrial customers would be impacted ﬁrst, with residenal customers following. In addion, economic condions, parcularly budget shoralls, could increase the pressure on federal, state and local governments to raise addional funds by increasing corporate tax rates and/or delaying, reducing or eliminang tax credits, grants or other incenves that could have a material adverse impact on our results of operaons and cash ﬂows. We are subject to cybersecurity risks and increased reliance on processes dependent on technology. In the regular course of our business, we handle a range of sensive security and customer informaon. We are subject to numerous laws and rules concerning safeguarding and maintaining the conﬁdenality of this informaon. A security breach of our informaon systems due to the, ransomware, viruses, increased use of arﬁcial intelligence technologies, denial of service, hacking, acts of war or terrorism, or inappropriate release of certain types of informaon, including conﬁdenal customer informaon or system operang informaon, could have a material adverse impact on our ﬁnancial posion, results of operaons and cash ﬂows. OG&E operates in a highly regulated industry that requires the connued operaon of sophiscated informaon technology systems and network infrastructure. Despite implementaon of security measures, the technology systems are vulnerable to disability, failures or unauthorized access. Such failures or breaches of the systems could impact the reliability of OG&E's generaon, 22 transmission and distribuon systems which may result in a loss of service to customers and also subject OG&E to ﬁnancial harm due to the signiﬁcant expense to respond to security breaches or repair system damage. Our generaon and transmission systems are part of an interconnected system. Therefore, a disrupon caused by the impact of a cybersecurity incident of the regional electric transmission grid, natural gas pipeline infrastructure or other fuel sources of our third-party service providers' operaons could also negavely impact our business. If the technology systems were to fail or be breached and not recovered in a mely manner, crical business funcons could be impaired and sensive conﬁdenal data could be compromised, which could have a material adverse impact on our ﬁnancial posion, results of operaons and cash ﬂows. Security threats connue to evolve and adapt. We and our third-party vendors have been subject to, and will likely connue to be subject to, aempts to gain unauthorized access to systems and/or conﬁdenal data, or to disrupt operaons. None of these aempts has individually or in aggregate resulted in a security incident with a material impact on our ﬁnancial condion or results of operaons. Despite implementaon of security and control measures, there can be no assurance that we will be able to prevent the unauthorized access of our systems and data, or the disrupon of our operaons, either of which could have a material impact. Our security procedures, which include among others, virus protecon soware, cybersecurity controls and monitoring and our business connuity planning, including disaster recovery policies and back-up systems, may not be adequate or implemented properly to fully address the adverse eﬀect of cybersecurity aacks on our systems, which could adversely impact our operaons. We maintain property, casualty and cybersecurity insurance that may cover certain resultant cyber and physical damage or third-party injuries caused by potenal cyber events. However, damage and claims arising from such incidents may exceed the amount of any insurance available and other damage and claims arising from such incidents may not be covered at all. For these reasons, a signiﬁcant cyber incident could reduce future net income and cash ﬂows and impact ﬁnancial condion. The failure of our technology infrastructure, or the failure to enhance exisng technology infrastructure and implement new technology, could adversely aﬀect our business. Our operaons are dependent upon the proper funconing of our internal systems, including the technology and network infrastructure that support our underlying business processes. Any signiﬁcant failure or malfuncon of such technology infrastructure may result in disrupons of our operaons. In the ordinary course of business, we rely on technology infrastructure, including the internet and third-party hosted services, to support a variety of business processes and acvies and to store sensive data. Our technology infrastructure is dependent upon global communicaons and cloud service providers, as well as their respecve vendors, many of whom have at some point experienced signiﬁcant system failures and outages in the past and may experience such failures and outages in the future. These providers' systems are suscepble to cybersecurity and data breaches, outages from ﬁre, ﬂoods, power loss, telecommunicaons failures, physical aack and similar events. Failure to prevent or migate data loss from system failures or outages could materially adversely aﬀect our results of operaons, ﬁnancial posion and cash ﬂows. In addion to maintaining our current technology infrastructure, we believe the digital transformaon of our business, including potenal generave arﬁcial intelligence, is key to driving internal eﬃciencies as well as providing addional capabilies to customers. Our technology infrastructure is crical to cost-eﬀecve, reliable daily operaons and our ability to eﬀecvely serve our customers. We expect our customers to connue to demand more sophiscated technology-driven soluons, and we must enhance or replace our technology infrastructure in response. This involves signiﬁcant development and implementaon costs to keep pace with changing technologies and customer demand. If we fail to successfully implement crical technology infrastructure, or if it does not provide the ancipated beneﬁts or meet customer demands, such failure could materially adversely aﬀect our business strategy as well as impact our results of operaons, ﬁnancial posion and cash ﬂows. Terrorist aacks, and the threat of terrorist aacks, have resulted in increased costs to our business and could impact our ability to operate crical infrastructure. Connued hoslies or sustained military campaigns may adversely impact our ﬁnancial posion, results of operaons and cash ﬂows. In recent years, physical aacks on electric equipment owned by other electric companies in the U.S. resulted in the loss of power for a period of me. Authories have indicated they believe these aacks may have been carried out by domesc extremists, as the U.S. electric grid is noted as being highly vulnerable to domesc terrorism. While OG&E has experienced physical aacks on its electric equipment, these incidents have not been material to its operaons. The long-term impact of terrorist aacks and the magnitude of the threat of future terrorist aacks on the electric ulity in general, and on us in parcular, cannot be known. Increased security measures taken by us as a precauon against possible terrorist aacks have resulted in increased costs to our business. Uncertainty surrounding connued hoslies or sustained military campaigns may aﬀect our operaons in unpredictable ways, including disrupons of supplies and markets for our products, and the possibility that our infrastructure facilies could be direct targets of, or 23 indirect casuales of, an act of terror. Changes in the insurance markets aributable to terrorist aacks may make certain types of insurance more diﬃcult for us to obtain. Moreover, the insurance that may be available to us may be signiﬁcantly more expensive than exisng insurance coverage. Health epidemics and other outbreaks could adversely impact economic acvity and condions worldwide, which could have a material adverse eﬀect on our results of operaons and ﬁnancial condion. Health epidemics and other outbreaks could adversely impact economic acvity and condions worldwide, by, among other things, leading to shutdowns, disrupng supply chains, increasing unemployment, resulng in customer slow payment or non-payment and decreasing commercial and industrial load. In response to health epidemics and other outbreaks, an extended slowdown of the United States' economic growth, demand for commodies and/or material changes in governmental policy could result in lower economic growth and lower demand for electricity in our key markets as well as the ability of various customers, contractors, suppliers and other business partners to fulﬁll their obligaons, which could have a material adverse eﬀect on our results of operaons, ﬁnancial condion and prospects. We face certain human resource risks associated with the availability of trained and qualiﬁed labor to meet our future staﬃng requirements. Workforce demographic issues challenge employers naonwide and are of parcular concern to the electric ulity industry. The median age of ulity workers is higher than the naonal average. Over the next three years, 24.6 percent of our current employees will meet the eligibility requirements to rere. Failure to hire and adequately train replacement employees, including the transfer of signiﬁcant internal historical knowledge and experse to the new employees, may adversely aﬀect our ability to manage and operate our business. We may be able to incur substanally more indebtedness, which may increase the risks created by our indebtedness. The terms of the indentures governing our debt securies do not fully prohibit OGE Energy or OG&E from incurring addional indebtedness. If we are in compliance with the ﬁnancial covenants set forth in our revolving credit agreements and the indentures governing our debt securies, we may be able to incur substanal addional indebtedness. If we incur addional indebtedness, the related risks that we now face may intensify. Any reducons in our credit rangs or changes in benchmark interest rates could increase our ﬁnancing costs and the cost of maintaining certain contractual relaonships or limit our ability to obtain ﬁnancing on favorable terms. We cannot assure you that any of the current credit rangs of the Registrants will remain in eﬀect for any given period of me or that a rang will not be lowered or withdrawn enrely by a rang agency if, in its judgment, circumstances so warrant. Our ability to access the commercial paper market could be adversely impacted by a credit rangs downgrade or major market disrupons. Pricing grids associated with our credit facilies could cause annual fees and borrowing rates to increase if an adverse rang impact occurs. The impact of any future downgrade could include an increase in the costs of our short-term borrowings, but a reducon in our credit rangs would not result in any defaults or acceleraons. Any future downgrade could also lead to higher long-term borrowing costs and, if below investment grade, would require us to post collateral or leers of credit. Beginning December 2022, the Registrants ulize SOFR for their credit facility reference rate. SOFR is a relavely new reference rate without much historical rate informaon. The change to SOFR or transion to other alternave rates, whether in connecon with borrowings under the current credit facilies, or borrowings under replacement facilies or lines of credit, could expose the Registrants' future borrowings to less favorable rates. If the change to SOFR, or other alternave rates, results in increased alternave interest rates or if the Registrants' lenders have increased costs due to such phase out or changes, then the Registrants' debt that uses benchmark rates could be aﬀected and, in turn, the Registrants' cash ﬂows and interest expense could be adversely impacted. 24 Our debt levels may limit our ﬂexibility in obtaining addional ﬁnancing and in pursuing other business opportunies. We have revolving credit agreements for working capital, capital expenditures, acquisions and other corporate purposes. The credit facilies for OGE Energy and OG&E have a ﬁnancial covenant requiring them to maintain a maximum debt to capitalizaon rao of 70 percent and 65 percent, respecvely. The levels of our debt could have important consequences, including the following: • • • the ability to obtain addional ﬁnancing, if necessary, for working capital, capital expenditures, acquisions or other purposes may be impaired or the ﬁnancing may not be available on favorable terms; a poron of cash ﬂows will be required to make interest payments on the debt, reducing the funds that would otherwise be available for operaons and future business opportunies; and our debt levels may limit our ﬂexibility in responding to changing business and economic condions. We are exposed to the credit risk of our key customers and counterpares, and any material nonpayment or nonperformance by our key customers and counterpares could adversely aﬀect our ﬁnancial posion, results of operaons and cash ﬂows. We are exposed to credit risks in our generaon and retail distribuon operaons. Credit risk includes the risk that counterpares who owe us money or energy will breach their obligaons. If the counterpares to these arrangements fail to perform, we may be forced to enter into alternave arrangements. In that event, our ﬁnancial results could be adversely aﬀected, and we could incur losses. We have seen increased interest for electric service from emerging industries such as data mining and hydrogen producon, which are both large consumers of electricity. If this connues, these types of customers could represent a signiﬁcant poron of our revenues. Item 1B. Unresolved Staﬀ Comments. None. Item 1C. Cybersecurity. Risk Management and Strategy In the regular course of business, the Registrants handle a range of sensive security and customer informaon. The Registrants are subject to numerous laws and rules concerning safeguarding and maintaining the conﬁdenality of this informaon. The Registrants ulize a risk-based, comprehensive, systemac and layered approach to cybersecurity risk, which helps them to connually assess, idenfy and manage enterprise-wide material cybersecurity risks. The Registrants have a comprehensive cybersecurity threat detecon and monitoring program for their technology and network infrastructure, which leverages various systems, processes and operaonal measures to monitor, detect and respond to cyber incidents. The Registrants have established a security incident response plan, a business resiliency and event management framework, as well as disaster recovery mechanisms, which are tested and updated to prepare the Registrants to respond to material cybersecurity threats. The Registrants’ cybersecurity processes, including their threat detecon, monitoring and response protocols, are subject to periodic internal audits. The Registrants’ Enterprise Security team partners with Internal Audit and third-party experts to conduct periodic penetraon tests and assessments of the Registrants' cybersecurity processes. Cybersecurity risks are integrated into the Registrants’ Enterprise Risk Management process. The Enterprise Risk Management process engages internal stakeholders, helps idenfy key internal and external business risks, including cybersecurity risks, and then supports evaluaons of those risks, providing consistent assessment. Key risks are then assessed using a methodology that includes a quanﬁcaon of potenal ﬁnancial and operaonal impacts. Priority cybersecurity risks are assigned internal risk owners which report to the Vice President of Technology, Data and Security, who is responsible for the Registrants’ Enterprise Security including, among other responsibilies, developing and updang risk management plans. The Enterprise Security team ulizes third-party consultants to regularly conduct a review of the Registrants’ cybersecurity program that includes assessing their (i) ability to detect and respond to malicious behavior, (ii) conﬁguraon of security tools and (iii) security roadmap, training and staﬃng plans. The Enterprise Security team also ulizes mulple sources of threat intelligence 25 informaon from real me feeds that come from government, industry and private sources to help stay abreast of emerging threats that could impact the Registrants. The Registrants have third-party vendor risk management processes to oversee and idenfy risks from cybersecurity threats associated with their use of third-party service providers. Enterprise Security works cross-funconally across the companies to review new vendors and their proposed soluons as they are engaged by the Registrants. The Enterprise Security team’s monitoring and assessment of third-party cybersecurity pracces is connuous and ongoing throughout the Registrants’ relaonship with the third party. Based on this process, the Enterprise Security team may require speciﬁc security controls on the third-party applicaon, system, hardware or soware being deployed. Enterprise Security monitors vendors for disclosed vulnerabilies and change in scores from external risk scoring agencies. The Registrants and their third-party vendors have been subject to, and will likely connue to be subject to, aempts to gain unauthorized access to systems, or conﬁdenal data, or to disrupt operaons. None of these aempts has individually or in aggregate resulted in a security incident with a material impact on the Registrants ﬁnancial condion or results of operaons. Although prior incidents have not materially aﬀected the Registrants, any future incidents related to the Registrants' informaon systems due to the, ransomware, viruses, increased use of arﬁcial intelligence technologies, denial of service, hacking, acts of war or terrorism, or inappropriate release of certain types of informaon, including conﬁdenal customer informaon or system operang informaon, could have a materially adverse impact on the Registrants, and aﬀect their business strategy, results of operaons or its ﬁnancial condion. See “Item 1A. Risk Factors” for further discussion. Governance The Board of Directors is responsible for reviewing and overseeing the long-term strategic plans and principal issues facing the Registrants and includes the oversight of the major risk exposures and the risk management acvies of the Registrants. As part of its risk oversight role, the Board delegates speciﬁc roles to its commiees to help ensure risks, migaons and opportunies are appropriately monitored and managed. The Audit Commiee has overall oversight responsibility over the Registrants’ major ﬁnancial risks, while the Nominang, Corporate Governance and Stewardship Commiee oversees the Registrants’ cybersecurity risk exposure and management. These Commiees and the full Board of Directors are updated regularly by the Vice President of Technology, Data and Security and the Director of Enterprise Security on cybersecurity risks and related maers, including results from audits and assessments of the Registrants’ cybersecurity pracces and systems, as well as the results of their incident response and business resiliency exercises. The Vice President of Technology, Data, and Security leads an informaon security team responsible for management of cybersecurity risk. The Vice President of Technology, Data and Security has decades of experience relevant to risk management, informaon systems and enterprise security. The Vice President of Technology, Data and Security serves on the Corporate Risk Oversight Commiee where cyber risks are regularly discussed and addressed. The Registrants’ Corporate Risk Oversight Commiee includes corporate oﬃcers and members of management and is responsible for the overall development, implementaon and enforcement of strategies and policies for all signiﬁcant risk management acvies of the Registrants. The Registrants’ conngency plans, including its security incident response plan and event management framework, set forth the processes through which cybersecurity incidents are managed, including how management is informed of cybersecurity incidents. As part of these plans, incidents are evaluated, classiﬁed and elevated, as necessary, to an execuve team which includes the Vice President of Technology, Data and Security and other execuves on the Registrants’ Corporate Risk Oversight Commiee. Once elevated, these execuves are ulmately responsible for the management, migaon and remediaon of incidents. 26 Item 2. Properes. OG&E owns and operates an interconnected electric generaon, transmission and distribuon system, located in Oklahoma and western Arkansas, which included 17 generang staons with an aggregate capability of 7,116 MWs at December 31, 2023. The following table presents informaon with respect to OG&E's electric generang facilies. Unless otherwise indicated, these electric generang facilies are located in Oklahoma. Year Installed Unit Design Type Staon & Unit Seminole Muskogee Sooner 1 2 3 4 5 6 1 2 1971 1973 1975 1977 1978 1984 1979 1980 Horseshoe Lake 5A (B) 1971 5B (B) 1971 Redbud (C) Mustang 7 8 9 10 1 2 3 4 6 7 8 9 10 11 12 1963 1969 2000 2000 2003 2003 2003 2003 2018 2018 2017 2018 2018 2018 2018 Steam-Turbine Steam-Turbine Steam-Turbine Steam-Turbine Steam-Turbine Steam-Turbine Steam-Turbine Steam-Turbine Combuson- Turbine Combuson- Turbine Steam-Turbine Steam-Turbine Combuson- Turbine Combuson- Turbine Combined Cycle Combined Cycle Combined Cycle Combined Cycle Combuson- Turbine Combuson- Turbine Combuson- Turbine Combuson- Turbine Combuson- Turbine Combuson- Turbine Combuson- Turbine Combined Cycle Combined Cycle Steam-Turbine Steam-Turbine Fuel Capability Gas Gas Gas Gas Gas Coal Coal Coal Gas/Jet Fuel Gas/Jet Fuel Gas Gas Gas Gas Gas Gas Gas Gas Gas Gas Gas Gas Gas Gas Gas Gas Gas Coal/Gas Coal/Gas 2023 Capacity Factor (A) Unit Capability (MW) Staon Capability (MW) 19.9 % 24.1 % 20.5 % 14.8 % 10.9 % 18.0 % 12.1 % 11.8 % 2.6 % 4.8 % — 11.7 % 20.4 % 6.0 % 37.2 % 43.6 % 41.3 % 45.3 % 12.0 % 14.5 % 18.6 % 21.9 % 13.0 % 21.6 % 2.0 % 52.2 % 57.0 % 19.3 % 23.9 % 500 513 509 489 488 521 519 519 33 31 211 375 45 43 157 154 154 153 57 56 58 57 57 58 57 373 126 161 160 1,522 1,498 1,038 738 618 400 373 126 321 6,634 McClain (D) Froner River Valley 1 1 1 2 Total Generang Capability (all staons, excluding renewable) 2001 1989 1991 1991 (A) 2023 Capacity Factor = 2023 Net Actual Generaon / (2023 Net Maximum Capacity (Nameplate Rang in MWs) x Period Hours (8,760 Hours)). Capacity Factors are impacted by events that reduce Net Actual Generaon such as outages. (B) Represents units located at Tinker Air Force Base that are maintained by Horseshoe Lake. (C) Represents OG&E's 51 percent ownership interest in the Redbud Plant. (D) Represents OG&E's 77 percent ownership interest in the McClain Plant. 27 In 2023, OG&E rered unit 6 located at the Horseshoe Lake staon. Renewable Staon Crossroads Centennial OU Spirit Mustang Covington Choctaw Naon Chickasaw Naon Branch Durant 2 Total Generang Capability (renewable) Year Installed 2011 2007 2009 2015 2018 2020 2020 2021 2022 Locaon Canton, OK Laverne, OK Woodward, OK Oklahoma City, OK Covington, OK Durant, OK Davis, OK Branch, AR Durant, OK Number of Units 98 80 44 90 4 2 2 2 2 Fuel Capability Wind Wind Wind Solar Solar Solar Solar Solar Solar 2023 Capacity Factor (A) Unit Capability (MW) Staon Capability (MW) 17.8 % 15.6 % 16.0 % 20.8 % 21.6 % 22.2 % 24.4 % 22.6 % 19.7 % 2.30 1.50 2.30 < 0.1 2.5 2.5 2.5 2.5 2.5 228 120 101 3 10 5 5 5 5 482 (A) 2023 Capacity Factor = 2023 Net Actual Generaon / (2023 Net Maximum Capacity (Nameplate Rang in MWs) x Period Hours (8,760 Hours)). Capacity Factors are impacted by events that reduce Net Actual Generaon such as outages. The following table presents certain operang data relang to the OG&E's electricity transmission and distribuon assets at December 31, 2023. Transmission system: Substaons Total capacity (million kV-amps) Structure miles - lines Distribuon system: Substaons Total capacity (million kV-amps) Structure miles - overhead Miles of underground conduit Miles of underground conductors Oklahoma Arkansas 54 14.1 5,208 351 11.0 29,690 3,150 11,801 7 2.9 347 30 1.0 2,811 273 761 During the three years ended December 31, 2023, both Registrants' gross property, plant and equipment (excluding construcon work in progress) addions were $2.7 billion, and gross rerements were $372.8 million. These addions were provided by cash generated from operaons, short-term borrowings (through a combinaon of bank borrowings and commercial paper), long-term borrowings and permanent ﬁnancings. The addions during this three-year period amounted to 17.0 percent of gross property, plant and equipment (excluding construcon work in progress) for both Registrants at December 31, 2023. Item 3. Legal Proceedings. In the normal course of business, the Registrants are confronted with issues or events that may result in a conngent liability. These generally relate to lawsuits or claims made by third pares, including governmental agencies. When appropriate, management consults with legal counsel and other experts to assess the claim. If, in management's opinion, the Registrants have incurred a probable loss as set forth by GAAP, an esmate is made of the loss, and the appropriate accounng entries are reﬂected in the Registrants' ﬁnancial statements. If the assessment indicates that a potenal loss is not probable but reasonably possible, the nature of the conngent maer, together with an esmate of the range of possible loss, if determinable and material, would be disclosed. At the present me, based on currently available informaon, except as disclosed in Note 13 within "Item 8. Financial Statements and Supplementary Data," the Registrants believe that any reasonably possible losses in excess of accrued amounts arising out of pending or threatened lawsuits or claims would not be quantavely material to their ﬁnancial statements and would not have a material adverse eﬀect on the Registrants' ﬁnancial posion, results of operaons or cash ﬂows. 28 Item 4. Mine Safety Disclosures. Not Applicable. 29 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Maers and Issuer Purchases of Equity Securies. OGE Energy's common stock is listed for trading on the New York Stock Exchange under the cker symbol "OGE." At December 31, 2023, there were 11,692 holders of record of OGE Energy's common stock. Currently, all of OG&E's outstanding common stock is held by OGE Energy. Therefore, there is no public trading market for OG&E's common stock. Performance Graph The below graph shows a ﬁve-year comparison of cumulave total returns for OGE Energy's common stock, the S&P 500 Index and the S&P 1500 Composite Ulies Sector Index. The graph assumes that the value of the investment in OGE Energy's common stock and each index was $100 as of December 31, 2018, and that all dividends were reinvested. The above graph and related informaon should not be deemed "solicing material" or to be "ﬁled" with the Securies Exchange Commission, nor should such informaon be incorporated by reference into any future ﬁling under the Securies Act of 1933, as amended, or the Securies Exchange Act of 1934, as amended, except to the extent that OGE Energy speciﬁcally incorporates such informaon by reference into such a ﬁling. The graph and informaon are included for historical comparave purposes only and should not be considered indicave of future stock performance. Issuer Purchases of Equity Securies None. Item 6. [Reserved] 30 Item 7. Management's Discussion and Analysis of Financial Condion and Results of Operaons. The following combined discussion is separately ﬁled by OGE Energy and OG&E. However, OG&E does not make any representaons as to informaon related solely to OGE Energy or the subsidiaries of OGE Energy other than itself. Overview OGE Energy is a holding company whose primary investment provides electricity in Oklahoma and western Arkansas. OGE Energy's electric company operaons are conducted through its wholly-owned subsidiary, OG&E, which generates, transmits, distributes and sells electric energy in Oklahoma and western Arkansas and are reported through OGE Energy's electric company business segment. OG&E's rates are subject to regulaon by the OCC, the APSC and the FERC. OG&E was incorporated in 1902 under the laws of the Oklahoma Territory and is the largest electric company in Oklahoma, with a franchised service territory that includes Fort Smith, Arkansas and the surrounding communies. OG&E sold its retail natural gas business in 1928 and is no longer engaged in the natural gas distribuon business. The accounts of OGE Energy and its wholly-owned subsidiaries, including OG&E, are included in OGE Energy's consolidated ﬁnancial statements. All intercompany transacons and balances are eliminated in such consolidaon. Prior to the December 2, 2021 closing of the Enable and Energy Transfer merger, OGE Energy's former natural gas midstream operaons segment included its investment in Enable. Subsequent to the merger and throughout 2022, OGE Energy's natural gas midstream operaons segment included OGE Energy's investment in Energy Transfer's equity securies acquired in the Enable and Energy Transfer merger. For the period of December 2, 2021 through September 30, 2022, OGE Energy accounted for its investment in Energy Transfer as an investment in equity securies and reported the Energy Transfer investment, along with legacy Enable seconded employee pension and postrerement costs, through OGE Energy's natural gas midstream operaons segment. As of the end of September 2022, OGE Energy sold all of its Energy Transfer limited partner units. Therefore, beginning in 2023, OGE Energy no longer has a natural gas operaons reporng segment. Prior to OGE Energy's sale of all Energy Transfer limited partner units, the investment in Energy Transfer's equity securies was held through wholly-owned subsidiaries and ulmately OGE Holdings. Recent Developments Global Macroeconomic Pressures Geopolical events and related governmental and business responses connue to have an impact on the Registrants' operaons, supply chains and end- user customers. The Registrants have experienced, and are pursuing migaon strategies for, raw material inﬂaon, logiscal challenges and certain component shortages. Supply chain disrupon, including disrupons related to ulity-scale solar components, may result in delays in construcon acvies and equipment deliveries related to OGE Energy's capital projects. Rising interest rates have increased the cost of debt that OG&E has incurred during 2023 in order to help fund its capital investment program. The ming and extent of the ﬁnancial impact from these events have not been material to the Registrants' operaons at this me but are sll uncertain, and the Registrants cannot predict the magnitude of the impact to the results of their business and results of operaons. OG&E's Regulatory Maers Completed regulatory maers aﬀecng current period results are discussed in Note 14 within "Item 8. Financial Statements and Supplementary Data." OG&E ﬁled an Oklahoma general rate review on December 29, 2023 and expects to submit its ﬁnal 2024 IRP for Oklahoma and Arkansas in the ﬁrst quarter of 2024. Infrastructure Investment and Jobs Act In early 2023, OG&E applied for federal grants funded through the Infrastructure Investment and Jobs Act and in October 2023 was awarded a $50 million grant under the Grid Resilience and Innovaon Partnerships Program, which will be used, along with other investments by OG&E, to fund an adaptable grid project that is expected to provide grid automaon and improve system reliability for OG&E customers. The grant funds will be used to reduce the total cost for investments in this adaptable grid project. 31 Summary of OGE Energy 2023 Operang Results Compared to 2022 OGE Energy's net income was $416.8 million, or $2.07 per diluted share, in 2023 as compared to $665.7 million, or $3.32 per diluted share, in 2022. The decrease in net income of $248.9 million, or $1.25 per diluted share, in 2023 as compared to 2022 is further discussed below. • • • A decrease in net income at OG&E of $13.1 million, or $0.07 per diluted share of OGE Energy's common stock, was primarily due to higher depreciaon and amorzaon expense as a result of addional assets being placed into service, higher interest expense related to two senior note issuances in January and April of 2023 and higher other operaon and maintenance expense, parally oﬀset by higher operang revenues (excluding the impact of recoverable fuel, purchased power and direct transmission expense not impacng earnings) driven by the recovery of capital investments, which oﬀset the impact of milder weather compared to 2022, higher net other income and lower income tax expense. An increase in net loss of other operaons (holding company) of $4.5 million, or $0.02 per diluted share of OGE Energy's common stock, was primarily due to higher interest expense driven by increased short-term debt outstanding, parally oﬀset by a higher income tax beneﬁt. OGE Holdings' net income of $231.3 million, or $1.16 per diluted share of OGE Energy's common stock in 2022 included a $282.1 million pre-tax gain on OGE Energy's investment in Energy Transfer limited partner units. As further discussed in Note 12 within "Item 8. Financial Statements and Supplementary Data," OGE Energy sold all of Energy Transfer's limited partner units by the end of September 2022; therefore, beginning in 2023 OGE Energy no longer has a natural gas midstream operaons reporng segment. A more detailed discussion regarding the ﬁnancial performance for the year ended December 31, 2023 as compared to December 31, 2022 can be found under "Results of Operaons" below. A discussion of the ﬁnancial performance for the year ended December 31, 2022 compared to December 31, 2021 for OGE Energy and OG&E can be found within "Item 7. Management's Discussion and Analysis of Financial Condion and Results of Operaons" of the Registrants' 2022 Form 10-K. 2024 Outlook Key assumpons for the 2024 outlook are discussed below. OGE Energy is projected to earn approximately $415 million to $439 million, or $2.06 to $2.18 per average diluted share, with a midpoint of $427 million, or $2.12 per average diluted share in 2024 and is based oﬀ the following assumpons: • • • • • • • • • OGE Energy forecasts earnings for OG&E of $447 million, or $2.22 per average diluted share; OGE Energy forecasts a loss of $20 million for other operaons (primarily the holding company), or a loss of $0.10 per average diluted share; OG&E experiences normal weather paerns for the year; OG&E has signiﬁcant seasonality in its earnings; OG&E typically shows minimal earnings in the ﬁrst and fourth quarters with a majority of its earnings in the third quarter due to the seasonal nature of air condioning demand; operang revenues growth driven by OG&E total approximate load growth (weather normalized) in the residenal class of 1 percent, commercial class of between 8 percent and 15 percent, oilﬁeld class of 3 percent, public authority class of 3 percent, and a slight decline in the industrial class of 1 percent; total retail load growth up to approximately 3 percent to 5 percent; operang expenses of approximately $1.145 billion to $1.150 billion, with operaon and maintenance expenses comprising approximately 44 percent of the total; net interest expense of approximately $250 million to $252 million which assumes a $16 million allowance for borrowed funds used during construcon reducon to interest expense, and assumes a debt issuance at OG&E of $300 million to $350 million and a debt issuance at other operaons (primarily the holding company) of $300 million in 2024; other income of approximately $30 million including $17 million of allowance for equity funds used during construcon; an eﬀecve consolidated tax rate of approximately 15.0 percent; and approximately 201.5 million average diluted shares outstanding. 32 Results of Operaons The following discussion and analysis presents factors that aﬀected the Registrants' results of operaons for the years ended December 31, 2023 and 2022 and the Registrants' ﬁnancial posions at December 31, 2023 and 2022. The following informaon should be read in conjuncon with the ﬁnancial statements and notes thereto. Known trends and conngencies of a material nature are discussed to the extent considered relevant. OGE Energy (In millions except per share data) Net income Basic average common shares outstanding Diluted average common shares outstanding Basic earnings per average common share Diluted earnings per average common share Dividends declared per common share Results by Business Segment (In millions) Net income: OG&E (Electric Company) Other operaons (A) OGE Holdings (Natural Gas Midstream Operaons) (B) OGE Energy net income Year Ended December 31, 2023 2022 416.8 $ 200.3 200.9 2.08 $ 2.07 $ 1.6646 $ Year Ended December 31, 2023 2022 426.4 $ (9.6 ) — 416.8 $ 665.7 200.2 200.8 3.33 3.32 1.6482 439.5 (5.1 ) 231.3 665.7 $ $ $ $ $ $ (A) Other operaons primarily includes the operaons of the holding company, other energy-related investments and consolidang eliminaons. (B) As a result of OGE Energy's sale of all Energy Transfer units by the end of September 2022, OGE Energy no longer has a natural gas midstream operaons reporng segment, beginning in 2023. More informaon regarding the change in reporng segments is discussed in Note 12 within "Item 8. Financial Statements and Supplementary Data." 33 The following discussion of results of operaons by business segment includes intercompany transacons that are eliminated in OGE Energy's consolidated ﬁnancial statements. OG&E (Electric Company) Year Ended December 31 (Dollars in millions) Operang revenues Fuel, purchased power and direct transmission expense Other operaon and maintenance Depreciaon and amorzaon Taxes other than income Operang income Allowance for equity funds used during construcon Other net periodic beneﬁt income Other income Other expense Interest expense Income tax expense Net income Operang revenues by classiﬁcaon: Residenal Commercial Industrial Oilﬁeld Public authories and street light System sales revenues Provision for rate refund Integrated market Transmission Other Total operang revenues MWh sales by classiﬁcaon (In millions) Residenal Commercial Industrial Oilﬁeld Public authories and street light System sales Integrated market Total sales $ $ $ $ 2023 2022 2,674.3 $ 911.7 505.0 506.6 99.4 651.6 19.4 6.5 23.9 6.3 199.9 68.8 426.4 $ 1,040.4 $ 688.4 240.5 211.9 234.9 2,416.1 2.0 71.6 143.0 41.6 2,674.3 $ 9.6 8.5 4.2 4.4 3.0 29.7 0.8 30.5 3,375.7 1,662.4 491.9 460.9 98.0 662.5 6.9 1.2 6.5 3.4 157.8 76.4 439.5 1,307.0 818.3 327.5 308.8 299.0 3,060.6 (1.2 ) 163.8 131.7 20.8 3,375.7 10.4 7.8 4.3 4.4 3.1 30.0 1.1 31.1 Number of customers Weighted-average cost of energy per kilowa-hour (In cents) 896,102 888,759 Natural gas Coal Total fuel Total fuel and purchased power Degree days (A) Heang - Actual Heang - Normal Cooling - Actual Cooling - Normal 2.976 3.385 2.926 2.837 3,092 3,568 2,215 1,893 7.032 3.253 5.480 5.096 3,652 3,568 2,385 1,893 (A) Degree days are calculated as follows: The high and low degrees of a parcular day are added together and then averaged. If the calculated average is above 65 degrees, then the diﬀerence between the calculated average and 65 is expressed as cooling degree days, with each degree of diﬀerence equaling one cooling degree day. If the calculated average is below 65 degrees, then the diﬀerence between the calculated average and 65 is expressed as heang degree days, with each degree of diﬀerence equaling 34 one heang degree day. The daily calculaons are then totaled for the parcular reporng period. The calculaon of heang and cooling degree normal days is based on a 30-year average and updated every ten years. OG&E's net income decreased $13.1 million, or 3.0 percent, in 2023 as compared to 2022. The following secon discusses the primary drivers for the decrease in net income in 2023 as compared to 2022. Operang revenues decreased $701.4 million, or 20.8 percent, primarily driven by the below factors. (In millions) Fuel, purchased power and direct transmission expense (A) Quanty impacts (includes weather) (B) Industrial and oilﬁeld sales Other Price variance (C) Non-residenal demand and related revenues New customer growth Wholesale transmission revenue Guaranteed Flat Bill program (D) Change in operang revenues $ Change (750.7 ) (14.5 ) (2.6 ) (2.0 ) 10.0 11.4 11.8 12.3 22.9 (701.4 ) $ $ (A) These expenses are generally recoverable from customers through regulatory mechanisms and are oﬀset in Fuel, Purchased Power and Direct Transmission Expense in the statements of income. The primary drivers of the changes in fuel, purchased power and direct transmission expense during the period are further detailed in the table below. (B) Decreased primarily due to a 15.3 percent decrease in heang degree days and a 7.1 percent decrease in cooling degree days. (C) Increased primarily due to the Oklahoma general rate review order received in September 2022 that approved new rates eﬀecve July 1, 2022 and increased recovery through rider mechanisms. (D) The Guaranteed Flat Bill program allows qualifying customers the opportunity to purchase their electricity needs at a set monthly price for an enre year which can result in variances when actual fuel and purchased power prices diﬀer from what is included in Guaranteed Flat Bill rates. Fuel, purchased power and direct transmission expense for OG&E consists of fuel used in electric generaon, purchased power and transmission related charges. As described above, the actual cost of fuel used in electric generaon and certain purchased power costs are generally recoverable from OG&E's customers through fuel adjustment clauses. The fuel adjustment clauses are subject to periodic review by the OCC and the APSC. OG&E's fuel, purchased power and direct transmission expense decreased $750.7 million, or 45.2 percent, primarily driven by the below factors. (In millions) Fuel expense (A) Purchased power costs: $ Change (355.1 ) $ Purchases from SPP (B) Wind Other (C) Transmission expense Change in fuel, purchased power and direct transmission expense (A) Decreased primarily due to lower fuel costs related to the generang assets ulized during 2023. (B) Decreased primarily due to lower market prices for fuel during 2023. Increased parally due to new capacity agreements during 2023. (C) Other operaon and maintenance expense increased $13.1 million, or 2.7 percent, primarily driven by the below factors. (In millions) Corporate overheads and allocaons Payroll and beneﬁts, net of capitalized labor Materials and supplies Other Contract technical and construcon services Change in other operaon and maintenance expense 35 (389.6 ) (9.2 ) 13.0 (9.8 ) (750.7 ) 11.5 10.4 (2.3 ) (3.1 ) (3.4 ) 13.1 $ Change $ $ $ Depreciaon and amorzaon expense increased $45.7 million, or 9.9 percent, primarily due to an increase in depreciaon rates eﬀecve as of July 1, 2022 resulng from the most recent Oklahoma general rate review order and addional assets being placed into service. Net other income increased $32.3 million, primarily due to the carrying charge for the increased fuel under recovery balance during 2023, higher allowance for equity funds used during construcon and lower pension cost. Interest expense increased $42.1 million, or 26.7 percent, primarily due to higher interest on long-term debt driven by the $450.0 million and $350.0 million senior note issuances in January 2023 and in April 2023, respecvely. Income tax expense decreased $7.6 million, or 9.9 percent, primarily related to lower pre-tax income and addional amorzaon of net unfunded deferred taxes, parally oﬀset by decreased state tax credit generaon. OGE Holdings (Natural Gas Midstream Operaons) OGE Energy's former natural gas midstream operaons reporng segment included OGE Energy's investment in Energy Transfer's equity securies and legacy Enable seconded employee pension and postrerement costs. As of the end of September 2022, OGE Energy sold all of its Energy Transfer limited partner units; therefore, beginning in 2023, OGE Energy no longer has a natural gas midstream operaons reporng segment. See "Investment in Equity Securies of Energy Transfer" in Note 1 within "Item 8. Financial Statements and Supplementary Data" for further discussion of the acvity of Energy Transfer's equity securies during the year ended 2022. OGE Holdings' income tax expense decreased $48.1 million, due to OGE Energy's divesture of all Energy Transfer limited partner units in 2022. Liquidity and Capital Resources Cash Flows OGE Energy $ Change % Change 29.4 * 93.7 Year Ended December 31 (In millions) Net cash provided from operang acvies (A) Net cash used in invesng acvies (B) Net cash used in ﬁnancing acvies (C) * Change is greater than 100 percent. (A) Changed primarily due to decreased vendor payments driven by lower amounts due to vendors, including those for fuel and purchased power, increased fuel recoveries from customers and decreased income tax payments primarily relang to the sale of Energy Transfer's limited partner units in 2022, parally oﬀset by the one-me receipt of securizaon funds in 2022 from the Oklahoma Development Finance Authority. 1,232.3 $ (1,272.1 ) $ (48.1 ) $ 952.4 $ (96.4 ) $ (767.9 ) $ 279.9 (1,175.7 ) 719.8 $ $ $ 2022 2023 (B) Changed primarily due to proceeds received in 2022 from the sale of Energy Transfer's limited partner units and increased investments in technology. (C) Changed primarily due to an increase in short-term debt of $499.2 million and OG&E's $450.0 million and $350.0 million senior note issuances in January 2023 and April 2023, respecvely, parally oﬀset by the repayment of $1.0 billion in senior notes that matured in May 2023. Working Capital Working capital is deﬁned as the diﬀerence in current assets and current liabilies. OGE Energy's working capital requirements are driven generally by changes in accounts receivable, accounts payable, commodity prices, credit extended to and the ming of collecons from OG&E's customers, the level and ming of spending for maintenance and expansion acvity, inventory levels and fuel recoveries. The following discussion addresses changes in OGE Energy's working capital balances at December 31, 2023 compared to December 31, 2022. 36 Cash and Cash Equivalents decreased $87.9 million, or 99.8 percent, primarily due to the use of cash that had been held at December 31, 2022 to help fund the repayment of $1.0 billion in senior notes that matured in May 2023. Accounts Receivable and Accrued Unbilled Revenues decreased $42.8 million, or 13.2 percent, primarily due to a decrease in billings to OG&E's retail customers reﬂecng lower usage and a reducon in the fuel factors beginning in early November 2023. Fuel Inventories increased $49.7 million, or 45.7 percent, primarily due to net purchase acvity of coal and natural gas for operaonal resiliency. Materials and Supplies, at Average Cost increased $73.8 million, or 40.9 percent, primarily due to increased inventory which is partly a result of the acquision of stock to alleviate supply chain disrupons, fulﬁllment of near-term capital needs, and inﬂaon impacts of the recent economic environment. Fuel Clause Recoveries moved from an under recovery posion of $514.9 million as of December 31, 2022 to an over recovery posion of $20.5 million as of December 31, 2023, primarily due to higher recoveries from OG&E retail customers as compared to the actual cost of fuel and purchased power driven by updated fuel factors implemented in early 2023 to address the exisng fuel under recovery balance. In November 2023, OG&E implemented reduced fuel factors. Other Current Assets decreased $44.7 million, or 43.2 percent, primarily due to a decrease in SPP deposits. Short-term Debt increased $499.2 million primarily due to increased borrowings for general operang needs. The Registrants borrow on a short-term basis, as necessary, through the issuance of commercial paper under their revolving credit agreements. Accounts Payable decreased $172.5 million, or 38.4 percent, primarily due to ming of vendor payments and a decrease in fuel and purchased power payables. Customer Deposits increased $14.7 million, or 16.6 percent, primarily due to new customer growth and addional deposits required to be posted as customer creditworthiness is reevaluated on a periodic basis. Accrued Interest increased $16.3 million, or 39.7 percent, primarily due to the interest costs associated with OG&E's $450.0 million and $350.0 million senior note issuances in January 2023 and April 2023, respecvely. Accrued Compensaon increased $9.8 million, or 26.5 percent, primarily due to higher accruals for incenve compensaon based on company performance in 2023. Long-Term Debt Due Within One Year decreased $999.9 million, due to the repayment of the $1.0 billion in senior notes that matured in May 2023. 2023 Capital Requirements, Sources of Financing and Financing Acvies In 2023, OGE Energy's primary sources of capital were cash generated from operaons and the proceeds from the issuance of long- and short-term debt. Changes in working capital reﬂect the seasonal nature of OGE Energy's business, the revenue lag between billing and collecon from customers and fuel inventories. See "Working Capital" for a discussion of signiﬁcant changes in net working capital requirements as it pertains to operang cash ﬂow and liquidity. Future Material Cash Requirements OGE Energy's primary material cash requirements are related to acquiring or construcng new facilies and replacing or expanding exisng facilies at OG&E. Other working capital requirements are expected to be primarily related to maturing debt, operang lease obligaons, fuel clause under recoveries and other general corporate purposes. Further, working capital requirements can be seasonal. OGE Energy generally meets its cash needs through a combinaon of cash generated from operaons, short-term borrowings (through a combinaon of bank borrowings and commercial paper) and permanent ﬁnancings. We believe our cash ﬂows from operaons, exisng borrowing capacity, and access to debt and equity capital markets as needed, should be suﬃcient to sasfy our material cash requirements over the short-term and long-term. 37 Capital Expenditures The following table presents OGE Energy's esmates of capital expenditures for the years 2024 through 2028. These capital investments are customer- focused and targeted to maintain and improve the safety, resiliency and reliability of OG&E's distribuon and transmission grid and generaon ﬂeet, enhance the ability of OG&E's system to perform during extreme weather events and to serve OG&E's growing customer base. (In millions) Transmission economic expansion & reliability Oklahoma distribuon economic expansion & reliability Arkansas distribuon economic expansion & reliability Generaon reliability Generaon capacity projects Technology, ﬂeet & facilies 2027 (A) 2026 (A) 2025 (A) 2028 (A) 2024 Total $ 240 $ 725 25 165 — 145 1,300 $ 985 3,015 120 770 360 750 6,000 145 $ 400 20 140 165 230 1,100 $ 180 $ 520 25 150 160 115 1,150 $ 225 $ 705 25 160 — 135 1,250 $ 195 $ 665 25 155 35 125 1,200 $ Total $ (A) OG&E expects to connually evaluate the capital priorizaon for transmission, distribuon, technology, and generaon investments based on the evolving capacity, reliability, and economic growth needs of the electrical power system. Addional capital expenditures beyond those idenﬁed in the table above, including addional incremental growth opportunies, will be evaluated based upon the requirements of OG&E's power supply, transmission and distribuon operaonal teams and the expected resultant customer beneﬁts. OG&E intends to issue requests for proposals for resources to sasfy the new generaon capacity needs idenﬁed in OG&E's dra 2024 IRP. OG&E also intends to ﬁle for approval of generaon capacity investments and would expect to update its capital plan based on ﬁnal orders received by state regulators. The annual level of investments in the transmission and distribuon system could vary depending on the amount and ming of incremental generaon capacity investments. Contractual Obligaons The following table presents OGE Energy's total contractual obligaons for the next ﬁve years at December 31, 2023. For further detail of OGE Energy's contractual obligaons, which include operang leases, long-term debt and purchase obligaons and commitments (including informaon for maturies beyond the next ﬁve years), see Notes 4, 9 and 13, respecvely, within "Item 8. Financial Statements and Supplementary Data." (In millions) Total contractual obligaons Total 2,016.3 352.4 $ 611.1 $ 477.7 $ 225.1 $ 350.0 $ 2025 2024 2026 2027 2028 $ Amounts recoverable through fuel adjustment clause and other regulatory mechanisms (A) Total contractual obligaons, net (208.1 ) $ 144.3 (190.9 ) $ 286.8 (167.2 ) $ 57.9 (156.1 ) $ 193.9 (105.0 ) 506.1 $ (827.3 ) 1,189.0 $ (A) Includes expected recoveries of costs incurred for OG&E's railcar operang lease obligaons, OG&E's minimum fuel purchase commitments, OG&E's expected wind purchase commitments and OG&E's capacity agreements. The actual cost of fuel used in electric generaon (which includes the operang lease obligaons for OG&E's railcar leases shown in Note 4 within "Item 8. Financial Statements and Supplementary Data") and certain purchased power costs are passed on to OG&E's customers through fuel adjustment clauses and other regulatory mechanisms. Accordingly, while the cost of fuel related to operang leases and the vast majority of minimum fuel purchase commitments of OG&E noted in Notes 4 and 13, respecvely, within "Item 8. Financial Statements and Supplementary Data" may increase capital requirements, such costs are generally recoverable through fuel adjustment clauses and have lile, if any, impact on net capital requirements and future contractual obligaons. OG&E's fuel adjustment clauses are subject to periodic review by the OCC and the APSC. Otherwise, as discussed above, OGE Energy expects to meet these cash requirement needs through cash generated from operaons, short-term borrowings and permanent ﬁnancings. Pension and Postrerement Beneﬁt Plans At December 31, 2023, 23.3 percent of the Pension Plan investments were in listed common stocks with the balance primarily invested in corporate ﬁxed income and other securies, U.S. Treasury notes and bonds and mutual funds, as presented in Note 11 within "Item 8. Financial Statements and Supplementary Data." During 2023, the actual return on the Pension Plan was $27.6 million, 38 compared to an expected return on plan assets of $16.2 million. During the same me, corporate bond yields, which are used in determining the discount rate for future pension obligaons, increased. Funding levels are dependent on returns on plan assets and future discount rates. OGE Energy did not make any contribuon to its Pension Plan for years 2023 and 2022 but does expect to make a $10.0 million contribuon to its Pension Plan in 2024. OGE Energy could be required to make addional contribuons if the value of its pension trust and postrerement beneﬁt plan trust assets are adversely impacted by a major market disrupon in the future. The following table presents the status of OGE Energy's Pension Plan, the Restoraon of Rerement Income Plan and the postrerement beneﬁt plans at December 31, 2023 and 2022. These amounts have been recorded in Accrued Beneﬁt Obligaons with the oﬀset in Accumulated Other Comprehensive Loss (except OG&E's poron, which is recorded as a regulatory asset as discussed in Note 1 within "Item 8. Financial Statements and Supplementary Data") in the balance sheets. The amounts in Accumulated Other Comprehensive Loss and those recorded as a regulatory asset represent a net periodic beneﬁt cost to be recognized in the statements of income in future periods. December 31 (In millions) Beneﬁt obligaons Fair value of plan assets Funded status at end of year Common Stock Dividends Pension Plan Restoraon of Rerement Income Plan Postrerement Beneﬁt Plans 2023 2022 2023 2022 2023 2022 $ $ 303.7 $ 243.7 (60.0 ) $ 358.5 $ 293.0 (65.5 ) $ 5.5 $ — (5.5 ) $ 5.8 $ — (5.8 ) $ 103.3 $ 32.7 (70.6 ) $ 101.9 32.8 (69.1 ) OGE Energy's dividend policy is reviewed by the Board of Directors at least annually and is based on numerous factors, including management's esmaon of the long-term earnings power of its businesses. In 2023, the Board of Directors reviewed a recommendaon from management of an increase in the quarterly dividend to $0.4182 per share from $0.4141 per share and subsequently approved the recommendaon to become eﬀecve with the dividend payment in October 2023. Financing Acvies and Future Sources of Financing Management expects that cash generated from operaons, proceeds from the issuance of long- and short-term debt, proceeds from the sales of common stock to the public through OGE Energy's Automac Dividend Reinvestment and Stock Purchase Plan, or other oﬀerings will be adequate over the next three years to meet ancipated cash needs and to fund future growth opportunies. OGE Energy ulizes short-term borrowings (through a combinaon of bank borrowings and commercial paper) to sasfy temporary working capital needs and as an interim source of ﬁnancing capital expenditures unl permanent ﬁnancing is arranged. Short-Term Debt and Credit Facilies OGE Energy borrows on a short-term basis, as necessary, by issuance of commercial paper and borrowings under its revolving credit agreements and term credit agreements maturing in one year or less. OGE Energy has unsecured ﬁve-year revolving credit facilies totaling $1.1 billion ($550.0 million for OGE Energy and $550.0 million for OG&E), which can also be used as leer of credit facilies. OGE Energy also has a $100.0 million ﬂoang rate unsecured three-year credit agreement, of which $50.0 million is considered a revolving loan. The following table presents informaon about OGE Energy's revolving credit agreements as of December 31, 2023. (Dollars in millions) Balance of outstanding supporng leers of credit Weighted-average interest rate of outstanding supporng leers of credit Net available liquidity under revolving credit agreements, commercial paper borrowings and leers of credit Balance of cash and cash equivalents 0.4 1.20 % 650.4 0.2 December 31, 2023 $ $ $ 39 The following table presents informaon about OGE Energy's total short-term debt acvity for the year ended December 31, 2023. (Dollars in millions) Average balance of short-term debt Weighted-average interest rate of average balance of short-term debt Maximum month-end balance of short-term debt Year Ended December 31, 2023 $ $ 269.5 5.63 % 499.2 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 $1.0 billion in short-term borrowings at any one me for a two-year period beginning January 1, 2023 and ending December 31, 2024. Long-Term Debt In January 2023, OG&E issued $450.0 million of 5.40 percent Senior Notes due January 15, 2033, and in April 2023, OG&E issued $350.0 million of 5.60 percent Senior Notes due April 1, 2053. The proceeds from these issuances were added to OG&E's general funds to be used for general corporate purposes, including to help fund the repayment of its $500.0 million of 0.553 percent Senior Notes that matured on May 26, 2023, as well as the funding of its capital investment program and working capital needs. In 2024, OGE Energy expects to issue $300.0 million of long-term debt and OG&E expects to issue $300 million to $350 million in long-term debt to help fund general operang needs. Security Rangs OG&E Senior Notes OG&E Commercial Paper OGE Energy Senior Notes OGE Energy Commercial Paper Moody's Investors Service Rang A3 P2 Baa1 P2 Outlook Stable Stable Stable Stable S&P's Global Rangs Rang A- A2 BBB A2 Outlook Stable Stable Stable Stable Fitch Rangs Rang A F2 BBB+ F2 Outlook Stable Stable Stable Stable Access to reasonably priced capital is dependent in part on credit and security rangs. Generally, lower rangs lead to higher ﬁnancing costs. Pricing grids associated with OGE Energy's credit facilies could cause annual fees and borrowing rates to increase if an adverse rang impact occurs. The impact of any future downgrade could include an increase in the costs of OGE Energy's short-term borrowings, but a reducon in OGE Energy's credit rangs would not result in any defaults or acceleraons. Any future downgrade could also lead to higher long-term borrowing costs and, if below investment grade, would require OGE Energy to post collateral or leers of credit. A security rang is not a recommendaon to buy, sell or hold securies. Such rang may be subject to revision or withdrawal at any me by the credit rang agency, and each rang should be evaluated independently of any other rang. Future ﬁnancing requirements may be dependent, to varying degrees, upon numerous factors such as general economic condions, abnormal weather, load growth, commodity prices, acquisions of other businesses and/or development of projects, acons by rang agencies, inﬂaon, changes in environmental laws or regulaons, rate increases or decreases allowed by regulatory agencies, new legislaon, and market entry of compeng electric power generators. Common Stock OGE Energy expects to issue between $15 million to $25 million of common stock from its Automac Dividend Reinvestment and Stock Purchase Plan in 2024. See Note 8 within "Item 8. Financial Statements and Supplementary Data" for a discussion of OGE Energy's common stock acvity. 40 Crical Accounng Policies and Esmates The ﬁnancial statements and notes thereto contain informaon that is pernent to management's discussion and analysis. In preparing the ﬁnancial statements, management is required to make esmates and assumpons that aﬀect the reported amounts of assets and liabilies and disclosure of conngent assets and conngent liabilies at the date of the ﬁnancial statements and the reported amounts of revenues and expenses during the reporng period. Actual results could diﬀer from those esmates. Changes to these assumpons and esmates could have a material eﬀect on the Registrants' ﬁnancial statements. However, the Registrants believe they have taken reasonable posions where assumpons and esmates are used in order to minimize the negave ﬁnancial impact to the Registrants that could result if actual results vary from the assumpons and esmates. In management's opinion, the areas where the most signiﬁcant judgment is exercised include the determinaon of pension and postrerement plan assumpons, income taxes, conngency reserves, and regulatory assets and liabilies. The selecon, applicaon and disclosure of the following crical accounng esmates have been discussed with the Audit Commiee of OGE Energy's Board of Directors. The Registrants discuss their signiﬁcant accounng policies, including those that do not require management to make diﬃcult, subjecve or complex judgments or esmates, in Note 1 within "Item 8. Financial Statements and Supplementary Data." Pension and Postrerement Plan Assumpons OGE Energy has a Pension Plan that covers certain employees, including OG&E's employees, hired before December 1, 2009. Eﬀecve December 1, 2009, OGE Energy's Pension Plan is no longer being oﬀered to employees hired on or aer December 1, 2009. OGE Energy also has deﬁned beneﬁt postrerement plans that cover certain employees, including OG&E's employees hired prior to February 1, 2020. Pension and other postrerement plan expenses and liabilies are determined on an actuarial basis and are aﬀected by the market value of plan assets, esmates of the expected return on plan assets, assumed discount rates, and the level of funding. Actual changes in the fair market value of plan assets and diﬀerences between the actual return on plan assets and the expected return on plan assets could have a material eﬀect on the amount of pension expense ulmately recognized. The Pension Plan rate assumpons are shown in Note 11 within "Item 8. Financial Statements and Supplementary Data." The assumed return on plan assets is based on management's expectaon of the long-term return on the plan assets porolio. The discount rate used to compute the present value of plan liabilies is based generally on rates of high-grade corporate bonds with maturies similar to the average period over which beneﬁts will be paid. Funding levels are dependent on returns on plan assets and future discount rates. Higher returns on plan assets and an increase in discount rates will reduce funding requirements to the Pension Plan. The following table presents the sensivity of the Pension Plan funded status to these variables. Actual plan asset returns Discount rate Contribuons Income Taxes Change +/- 1 percent +/- 0.25 percent +/- $10 million Impact on Funded Status +/- $2.4 million +/- $5.4 million +/- $10.0 million The Registrants use the asset and liability method of accounng for income taxes. Under this method, a deferred tax asset or liability is recognized for the esmated future tax eﬀects aributable to temporary diﬀerences between the ﬁnancial statement basis and the tax basis of assets and liabilies, as well as tax credit carry forwards and net operang loss carry forwards. Deferred tax assets and liabilies are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary diﬀerences are expected to be recovered or seled. The eﬀect on deferred tax assets and liabilies of a change in tax rates is recognized in the period of the change. The applicaon of income tax law is complex. Laws and regulaons in this area are voluminous and oen ambiguous. Interpretaons and guidance surrounding income tax laws and regulaons change over me. Accordingly, it is necessary to make judgments regarding income tax exposure. As a result, changes in these judgments can materially aﬀect amounts the Registrants recognized in their ﬁnancial statements. Tax posions taken by the Registrants on their income tax returns that are recognized in the ﬁnancial statements must sasfy a more likely than not recognion threshold, assuming that the posion will be examined by taxing authories with full knowledge of all relevant informaon. 41 Conngency Reserves In the normal course of business, the Registrants are confronted with issues or events that may result in a conngent liability. These generally relate to lawsuits or claims made by third pares, including governmental agencies. When appropriate, management consults with legal counsel and other experts to assess the claim. If, in management's opinion, the Registrants have incurred a probable loss as set forth by GAAP, an esmate is made of the loss, and the appropriate accounng entries are reﬂected in the ﬁnancial statements. Regulatory Assets and Liabilies OG&E, as a regulated electric company, is subject to accounng principles for certain types of rate-regulated acvies, 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 ancipated credits that would otherwise reduce expense can be deferred as regulatory liabilies, 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 granng such ratemaking treatment. OG&E records certain incurred costs and obligaons as regulatory assets or liabilies if, based on regulatory orders or other available evidence, it is probable that the costs or obligaons will be included in amounts allowable for recovery or refund in future rates. Management connuously 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. Accounng Pronouncements See Note 2 within "Item 8. Financial Statements and Supplementary Data" for further discussion of recently adopted accounng standards and recently issued accounng standards that are not yet eﬀecve that could have a material impact on the Registrants' ﬁnancial posion, results of operaons or cash ﬂows upon adopon. Commitments and Conngencies In the normal course of business, the Registrants are confronted with issues or events that may result in a conngent liability. These generally relate to lawsuits or claims made by third pares, including governmental agencies. When appropriate, management consults with legal counsel and other experts to assess the claim. If, in management's opinion, the Registrants have incurred a probable loss as set forth by GAAP, an esmate is made of the loss, and the appropriate accounng entries are reﬂected in the ﬁnancial statements. If the assessment indicates that a potenal loss is not probable but reasonably possible, the nature of the conngent maer, together with an esmate of the range of possible loss, if determinable and material, would be disclosed. At the present me, based on currently available informaon, the Registrants believe that any reasonably possible losses in excess of accrued amounts arising out of pending or threatened lawsuits or claims would not be quantavely material to their ﬁnancial statements and would not have a material adverse eﬀect on their ﬁnancial posion, results of operaons or cash ﬂows. See Notes 13 and 14 within "Item 8. Financial Statements and Supplementary Data" and "Item 3. Legal Proceedings" for further discussion of the Registrants' commitments and conngencies. Environmental Laws and Regulaons The acvies of OG&E are subject to numerous stringent and complex federal, state and local laws and regulaons governing environmental protecon. These laws and regulaons can change, restrict or otherwise impact the Registrants' business acvies in many ways, including the handling or disposal of waste material, planning for future construcon acvies to avoid or migate harm to threatened or endangered species and requiring the installaon and operaon of emissions or polluon control equipment. Failure to comply with these laws and regulaons could result in the assessment of administrave, civil and criminal penales, the imposion of remedial requirements and the issuance of orders enjoining future operaons. Management believes that all of the Registrants' operaons are in substanal compliance with current federal, state and local environmental standards. President Biden's Administraon has taken a number of acons that adopt policies and aﬀect environmental regulaons, including issuance of execuve orders that instruct the EPA and other execuve agencies to review certain rules that aﬀect OG&E with a view to achieving naonwide reducons in greenhouse gas emissions. OG&E is monitoring these acons which are in various stages of 42 implementaon. At this point in me, the impacts of these acons on the Registrants' results of operaons, if any, cannot be determined with any certainty. Environmental regulaon can increase the cost of planning, design, inial installaon and operaon of OG&E's facilies. Management connues to evaluate its compliance with exisng and proposed environmental legislaon and regulaons and implement appropriate environmental programs in a compeve market. Air OG&E's operaons are subject to the Federal Clean Air Act of 1970, as amended, and comparable state laws and regulaons. These laws and regulaons regulate emissions of air pollutants from various industrial sources, including electric generang units and also impose various monitoring and reporng requirements. Such laws and regulaons may require that OG&E obtain pre-approval for the construcon or modiﬁcaon of certain projects or facilies expected to produce air emissions or result in the increase of exisng air emissions, obtain and strictly comply with air permits containing various emissions and operaonal limitaons or install emission control equipment. OG&E likely will be required to incur certain capital expenditures in the future for air polluon control equipment and technology in connecon with obtaining and maintaining operang permits and approvals for air emissions. Cross State Air Polluon Rule The EPA revised the NAAQS for ozone in 2015. Although Oklahoma complies with the revised standard, the Federal Clean Air Act of 1970, as amended, requires states to submit to the EPA for approval a SIP to prohibit in-state sources from contribung signiﬁcantly to nonaainment of the NAAQS in another state. On October 28, 2018, Oklahoma submied its SIP to the EPA related to these "Good Neighbor" requirements. On January 31, 2023, the EPA disapproved the SIPs of 21 states, including Oklahoma. On March 2, 2023, the Oklahoma Aorney General and the ODEQ jointly ﬁled a Peon for Review of the SIP disapproval in the Tenth Circuit. On March 16, 2023, OG&E ﬁled a Peon for Review of the SIP disapproval in the Tenth Circuit. On June 6, 2023, OG&E, together with the Oklahoma Aorney General, the ODEQ, Tulsa Cement LLC and Western Farmers Electric Cooperave, jointly ﬁled a moon with the Tenth Circuit requesng a stay of the EPA’s disapproval of the Oklahoma SIP. On July 27, 2023, the Tenth Circuit granted a stay of the EPA's disapproval of the Oklahoma SIP. On February 16, 2024, the Tenth Circuit granted a moon to transfer venue to the U.S. Court of Appeals for the District of Columbia. The oral argument originally scheduled for March 21, 2024 is now vacated. Currently, the ming of when oral argument will take place in the D.C. Circuit is unknown, and OG&E is evaluang the eﬀects of the transfer of venue. In a separate but related maer, on April 6, 2022, the EPA also published a proposed FIP related to the "Good Neighbor" requirements intended to reduce interstate NOX emissions contribuons. OG&E ﬁled comments to the proposed FIP with the EPA on June 21, 2022. On June 5, 2023, the EPA published a ﬁnal FIP for 23 states, including Oklahoma. The issuance of the FIP resulted from the EPA's aforemenoned SIP disapprovals. Among other changes, the EPA ﬁnalized a revision of the current Oklahoma NOX emissions budget for electric generang units, including OG&E's units, which began in 2023. Under the terms of the FIP, the emissions budget will decline over me based on the level of reducons that the EPA has determined is achievable through parcular emissions controls. OG&E’s preliminary analysis indicates that Oklahoma’s state budget for 2026 will be reduced by 34.5 percent from 2023 levels and that for 2027 it will be reduced by 50 percent from 2021 levels. On July 7, 2023, the Aorney General of Oklahoma and other peoners ﬁled a moon in the Tenth Circuit Court to stay the EPA's ﬁnal FIP for Oklahoma. On July 31, 2023, the peoners ﬁled a joint, unopposed moon requesng that the court abate further proceedings pending resoluon of the Utah and Oklahoma SIP disapproval challenges, and the court granted this moon on August 2, 2023. The peoners will be required to nofy the court within ﬁve days aer the SIP disapproval challenge is resolved. The FIP became eﬀecve August 4, 2023; however, as long as the stay of the EPA's disapproval of the Oklahoma SIP discussed above remains in place, the EPA may not enforce the Good Neighbor FIP. In an interim ﬁnal rule published in the Federal Register on September 29, 2023, the EPA stayed the Good Neighbor Plan's requirements for emissions sources in Oklahoma. In addion, in October 2023, several state and industry peoners ﬁled emergency applicaons for a stay of the EPA’s Good Neighbor FIP in the U.S. Supreme Court. Oral argument to decide whether to grant these applicaons is scheduled for February 21, 2024. In light of the issuance of the FIP, OG&E has been evaluang various control strategies to reduce emissions at its generang units, which can range from some combinaon of purchase of emission allowances, installaon of selecve catalyc reducon controls, conversion of coal-ﬁred units to gas-ﬁred units or rerement and replacement of capacity. OG&E expects to submit its ﬁnal 2024 IRP to the OCC and APSC in the ﬁrst quarter of 2024, which will evaluate various potenal compliance opons related to the EPA's Good Neighbor FIP. Due to the uncertainty relang to the disapproval of the SIP and implementaon of the FIP, OG&E cannot determine 43 the cost to comply with certainty, as such costs are dependent upon the ming and outcome of the ligaon discussed above, the parcular control strategies ulmately selected for each unit, the terms and ming of regulatory approvals required from the OCC and the me period necessary to complete the projects. However, OG&E preliminarily esmates that the cost of compliance with the FIP as issued could be approximately $2.7 billion in total, including $100 million to $300 million over the 12- to 18-month period following eﬀecveness of the FIP. OG&E expects that it would seek recovery of any necessary environmental expenditures to handle state and federally mandated environmental upgrades, but there is no guarantee that all of such expenditures will be approved for recovery or will be approved for recovery on a mely basis. Parculate Maer NAAQS On February 7, 2024, the EPA issued a ﬁnal rule resulng from its reconsideraon of the primary (health-based) and secondary (welfare-based) NAAQS for PM, which were set in 2013 and which the EPA declined to revise in 2020. The ﬁnal rule lowers the primary annual PM2.5 NAAQS from 12.0 µg/m3 to 9.0 µg/m3 and retains the other PM standards at their current levels, including the 24-hour PM2.5 NAAQS. The EPA will determine which areas of the country meet the standards, such as making inial aainment/nonaainment designaons, no later than two years aer new standards are issued. States must develop and submit aainment plans no later than 18 months aer the EPA ﬁnalizes nonaainment designaons. The revised NAAQS could impact regional air quality goals and emission limits for emission sources; however, it is unknown at this me what, if any, potenal material impacts to OG&E individual operang permit emission limits will result from the EPA acons. Regional Haze In July 2020, the ODEQ noﬁed OG&E that the Horseshoe Lake generang units would be included in Oklahoma's second Regional Haze implementaon period evaluaon of visibility impairment impacts to the Wichita Mountains. OG&E submied an analysis of all potenal control measures for NOX on these units to the ODEQ. The ODEQ submied a revised SIP to the EPA on August 12, 2022. It is unknown at this me what the outcome, or any potenal material impacts, if any, will be from the evaluaons by OG&E, the ODEQ and the EPA. Mercury and Air Toxics Standards On April 24, 2023, the EPA published in the Federal Register a proposed rule, Naonal Emission Standards for Hazardous Air Pollutants: Coal- and Oil- Fired Electric Ulity Steam Generang Units - Review of the Residual Risk and Technology Review. The proposal contains the results of the EPA’s review of the May 2020 risk and technology review for the Mercury and Air Toxics Standards and proposes changes to certain emission standards and compliance measures. OG&E parcipated with trade associaons to provide comments to the EPA on June 23, 2023. It is unknown what potenal material impacts, if any, will be from the ﬁnal acon by the EPA. The EPA has indicated they ancipate ﬁnalizing the rule in April 2024. Greenhouse Gas OG&E monitors possible changes in legal standards for emissions of greenhouse gases, including CO2, sulfur hexaﬂuoride and methane, including President Biden Administraon's target of a 50 to 52 percent reducon in economy-wide net greenhouse gas emissions from 2005 levels by 2030 with full decarbonizaon of the electric power industry by 2035. If legislaon or regulaons are passed at the federal or state levels in the future requiring mandatory reducons of CO2 and other greenhouse gases at OG&E's facilies, this could result in signiﬁcant addional compliance costs that would aﬀect OG&E's future ﬁnancial posion, results of operaons and cash ﬂows if such costs are not recovered through regulated rates. On May 23, 2023, the EPA proposed rules to reduce emissions of greenhouse gases from fossil fuel-ﬁred electric generang units under Clean Air Act Secon 111. The proposal encompasses both Secon 111(b) and 111(d) rulemakings for new units and exisng units, respecvely. In parcular, the proposed rules would (i) strengthen the current New Source Performance Standards for newly built fossil fuel-ﬁred staonary combuson turbines (generally natural gas-ﬁred); (ii) establish emission guidelines for states to follow in liming carbon polluon from exisng fossil fuel-ﬁred steam electric generang units (including coal, oil, and natural gas-ﬁred units); and (iii) establish emission guidelines for large, frequently used exisng fossil fuel-ﬁred staonary combuson turbines (generally natural gas-ﬁred). OG&E ﬁled comments regarding the proposal on August 8, 2023 and parcipated with trade associaons to develop 44 industry-focused comments. Regional transmission organizaons, including the SPP, separately ﬁled a joint comment leer to the EPA on August 8, 2023, nong that there is a need for the EPA to add speciﬁc measures to the proposed greenhouse gas rules to address reliability. On November 20, 2023, the EPA published in the Federal Register a request for addional comments focused on reliability. OG&E parcipated with industry groups to provide comments to the EPA on December 20, 2023. The EPA has indicated they ancipate ﬁnalizing the regulaons in April 2024. It is unknown what the outcome, or any potenal material impacts, if any, will be from the ﬁnal acon by the EPA. As a member of the SPP Integrated Marketplace, OG&E customers have access to clean energy resources while maintaining reliability and aﬀordability. With respect to its direct emissions, compared to 2005 levels, OG&E has reduced carbon dioxide emissions by over 60 percent, emissions of ozone-forming NOX have been reduced by approximately 80 percent, and emissions of SO2 have been reduced by approximately 95 percent. Direct emission reducons are due to factors such as OG&E’s conversion of certain coal units to natural gas units, its parcipaon in the SPP integrated market, and its acve engagement with customers in OG&E’s SmartHours and Load Reducon Programs which helps reduce the amount of generaon required to serve peak demand. OG&E is also planning to deploy more renewable energy sources that do not emit greenhouse gases. OG&E has leveraged its geographic posion to develop renewable energy resources and completed transmission investments to deliver the renewable energy. Endangered Species Certain federal laws, including the Bald and Golden Eagle Protecon Act, the Migratory Bird Treaty Act and the Endangered Species Act, provide special protecon to certain designated species. These laws and any state equivalents provide for signiﬁcant civil and criminal penales for unpermied acvies that result in harm to or harassment of certain protected animals and plants, including damage to their habitats. If such species are located in an area in which OG&E conducts operaons, or if addional species in those areas become subject to protecon, OG&E's operaons and development projects, parcularly transmission, wind or solar projects, could be restricted or delayed, or OG&E could be required to implement expensive migaon measures. On September 14, 2022, the USFWS published a proposal to list the Tricolored Bat as endangered under the Endangered Species Act. According to the proposal, the current known range of the Tricolored Bat extends to 36 states, including Oklahoma and Arkansas. A lisng decision is expected by September 2024. OG&E is closely monitoring this issue due to possible future impacts; however, it is unknown at this me what, if any, material impacts will result from the USFWS acon. Waste OG&E's operaons generate wastes that are subject to the Federal Resource Conservaon and Recovery Act of 1976 as well as comparable state laws which impose detailed requirements for the handling, storage, treatment and disposal of waste. During 2023, approximately 94 percent of the ash from OG&E's River Valley, Muskogee and Sooner facilies was recovered and reused in various ways, including soil stabilizaon, landﬁll cover, road base construcon and cement and concrete producon. Reusing ﬂy ash reduces the need to manufacture cement resulng in reducons in greenhouse gas emissions from cement and concrete producon. Based on esmates from the American Coal Ash Associaon, OG&E ﬂy ash reuse helped avoid over 3.5 million tons of CO2 emissions in the last 16 years. OG&E has sought and will connue to seek polluon prevenon opportunies and to evaluate the eﬀecveness of its waste reducon, reuse and recycling eﬀorts. In 2023, OG&E obtained refunds of $2.0 million from the recycling of scrap metal, salvaged transformers and used transformer oil. This ﬁgure does not include the addional savings gained through the reducon and/or avoidance of disposal costs and the reducon in material purchases due to the reuse of exisng materials. Similar savings are ancipated in future years. Water OG&E's operaons are subject to the Federal Clean Water Act and comparable state laws and regulaons. These laws and regulaons impose detailed requirements and strict controls regarding the discharge of pollutants into state and federal waters. In 2015, the EPA issued a ﬁnal rule addressing the eﬄuent limitaon guidelines for power plants under the Federal Clean Water Act. The ﬁnal rule establishes technology- and performance-based standards that may apply to discharges of six waste streams 45 including boom ash transport water. On April 12, 2017, the EPA granted a Peon for Reconsideraon of the 2015 Rule. On October 13, 2020, the EPA published a ﬁnal rule to revise the technology-based eﬄuent limitaons for ﬂue gas desulfurizaon wastewater and boom ash transport water. On August 3, 2021, the EPA published noce in the Federal Register that it will undertake a supplemental rulemaking to revise the eﬄuent limitaon guidelines rule aer compleng its review of the October 2020 rule. The exisng eﬄuent limitaon guidelines will remain in eﬀect while the EPA undertakes this new rulemaking, with a compliance date of no later than December 31, 2025. On March 29, 2023, the EPA published a proposed rule to revise the eﬄuent limitaon guidelines for ﬂue gas desulfurizaon wastewater, boom ash transport water and combuson residual leachate. The proposed rule would prohibit any discharge from boom ash transport water systems and has a compliance date of December 31, 2029. OG&E has begun installaon of dry boom ash handling technology that will comply with the rule. The ﬁnal rule is expected in April 2024. Since the purchase of the Redbud facility in 2008, OG&E made investments in the infrastructure that have led to OG&E's average use of approximately 2.4 billion gallons per year of treated municipal eﬄuent for cooling water at Redbud and McClain. This use of treated municipal eﬄuent oﬀsets the need for fresh water as cooling water, making fresh water available for other beneﬁcial uses like drinking water, irrigaon and recreaon. Site Remediaon The Comprehensive Environmental Response, Compensaon and Liability Act of 1980 and comparable state laws impose liability, without regard to the legality of the original conduct, on certain classes of persons responsible for the release of hazardous substances into the environment. Because OG&E ulizes various products and generates wastes that are considered hazardous substances for purposes of the Comprehensive Environmental Response, Compensaon and Liability Act of 1980, OG&E could be subject to liability for the costs of cleaning up and restoring sites where those substances have been released to the environment. At this me, it is not ancipated that any associated liability will cause a signiﬁcant impact to OG&E. Item 7A. Quantave and Qualitave Disclosures About Market Risk. Market risks are, in most cases, risks that are acvely traded in a marketplace and have been well studied in regards to quanﬁcaon. Market risks include, but are not limited to, changes in interest rates and commodity prices. The Registrants' exposure to changes in interest rates relates primarily to variable-rate debt, commercial paper and future long-term debt issuances. The Registrants are exposed to commodity prices in their operaons to the extent any fuel price changes are not recovered in customer rates. Risk Oversight Commiee The Registrants manage market risks using a risk commiee structure. OGE Energy's Risk Oversight Commiee, which consists of the Chief Financial Oﬃcer, other corporate oﬃcers and members of management, is responsible for the overall development, implementaon and enforcement of strategies and policies for all signiﬁcant risk management acvies of the Registrants. In 2023, this commiee and the Registrants' management applied a holisc perspecve of risk assessment and applicaon of its strategies and policies to manage the Registrants' overall ﬁnancial performance. The Chief Financial Oﬃcer, acng in his role as the principal ﬁnancial oﬃcer and as a member of the Risk Oversight Commiee, reports periodically to the Audit Commiee of OGE Energy's Board of Directors on the Registrants' risk proﬁle aﬀecng ancipated ﬁnancial results, including any signiﬁcant risk issues. The Audit Commiee updates the Board of Directors regarding the company's risk management pracces and the steps management has taken to monitor and control applicable risks. Risk Policies Management ulizes risk policies to control the amount of market risk exposure. These policies are designed to provide the Audit Commiee of OGE Energy's Board of Directors and senior execuves of the Registrants with conﬁdence that the risks taken on by the Registrants' business acvies are in accordance with their expectaons for ﬁnancial returns and that the approved policies and controls related to market risk management are being followed. 46 Interest Rate Risk The Registrants' exposure to changes in interest rates primarily relates to variable-rate debt and commercial paper. The Registrants manage their interest rate exposure by monitoring and liming the eﬀects of market changes in interest rates. The Registrants may ulize interest rate derivaves to alter interest rate exposure in an aempt to reduce the eﬀects of these changes. Interest rate derivaves would be used solely to modify interest rate exposure and not to modify the overall leverage of the debt porolio, but the Registrants have no intent at this me to ulize interest rate derivaves. The fair value of the Registrants' long-term debt is based on quoted market prices and esmates of current rates available for similar issues with similar maturies or by calculang the net present value of the monthly payments discounted by the Registrants' current borrowing rate. The following table presents the Registrants' long-term debt maturies and the weighted-average interest rates by maturity date. Year Ended December 31 (Dollars in millions) OGE Energy (holding company) variable-rate debt (A): Principal amount Weighted-average interest rate OG&E ﬁxed-rate debt (A): Principal amount Weighted-average interest rate OG&E variable-rate debt (B): Principal amount Weighted-average interest rate $ $ $ 2024 2025 2026 2027 2028 Thereaer Total 12/31/23 Fair Value — $ — % 50.0 $ 6.340 % — $ — % — $ — % — $ — % — $ — % 50.0 $ 6.340 % 50.0 — $ — % — $ — % — $ — % 125.0 $ 6.650 % 500.0 $ 3,569.2 $ 4,194.2 $ 4.660 % 4.340 % 4.680 % 3,929.4 — $ — % 79.4 $ 4.030 % — $ — % 56.0 $ 4.050 % — $ — % — $ — % 135.4 $ 4.040 % 135.4 (A) Prior to or when these debt obligaons mature, the Registrants may reﬁnance all or a poron of such debt at then-exisng market interest rates which may be more or less than the interest rates on the maturing debt. (B) A hypothecal change of 100 basis points in the underlying variable interest rate incurred by OG&E would change interest expense by $1.4 million annually. 47 Item 8. Financial Statements and Supplementary Data. OGE ENERGY CORP. CONSOLIDATED STATEMENTS OF INCOME Year Ended December 31 (In millions except per share data) OPERATING REVENUES Revenues from contracts with customers Other revenues Operang revenues FUEL, PURCHASED POWER AND DIRECT TRANSMISSION EXPENSE OPERATING EXPENSES Other operaon and maintenance Depreciaon and amorzaon Taxes other than income Operang expenses OPERATING INCOME OTHER INCOME (EXPENSE) Allowance for equity funds used during construcon Other net periodic beneﬁt income (expense) Gain (loss) on equity securies (Note 1) Equity in earnings of unconsolidated aﬃliates Gain on Enable/Energy Transfer transacon, net Other income Other expense Net other income INTEREST EXPENSE Interest on long-term debt Allowance for borrowed funds used during construcon Interest on short-term debt and other interest charges Interest expense INCOME BEFORE TAXES INCOME TAX EXPENSE NET INCOME BASIC AVERAGE COMMON SHARES OUTSTANDING DILUTED AVERAGE COMMON SHARES OUTSTANDING BASIC EARNINGS PER AVERAGE COMMON SHARE DILUTED EARNINGS PER AVERAGE COMMON SHARE 2023 2022 2021 2,607.3 $ 67.0 2,674.3 911.7 502.6 506.6 103.2 1,112.4 650.2 19.4 5.6 — — — 48.2 (29.0 ) 44.2 205.0 (7.1 ) 23.5 221.4 473.0 56.2 416.8 $ 200.3 200.9 2.08 $ 2.07 $ 3,304.2 $ 71.5 3,375.7 1,662.4 3,588.7 65.0 3,653.7 2,127.6 501.4 460.9 101.5 1,063.8 649.5 6.9 (12.9 ) 282.1 — — 74.6 (44.6 ) 306.1 162.1 (4.0 ) 8.2 166.3 789.3 123.6 665.7 $ 200.2 200.8 3.33 $ 3.32 $ 463.1 416.0 102.8 981.9 544.2 6.7 (6.1 ) (8.6 ) 169.8 344.4 26.3 (39.9 ) 492.6 154.8 (3.5 ) 7.0 158.3 878.5 141.2 737.3 200.1 200.3 3.68 3.68 $ $ $ $ The accompanying Combined Notes to Financial Statements are an integral part hereof. 48 OGE ENERGY CORP. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year Ended December 31 (In millions) Net income Other comprehensive income (loss), net of tax: Pension Plan and Restoraon of Rerement Income Plan: 2023 2022 2021 $ 416.8 $ 665.7 $ 737.3 Amorzaon of prior service cost, net of tax of $0.1, $0.1 and $0.0, respecvely Amorzaon of deferred net loss, net of tax of $0.2, $0.2 and $0.9, respecvely Net gain (loss) arising during the period, net of tax of $1.0, ($2.4) and $0.0, respecvely Prior service cost arising during the period, net of tax of $0.0, $0.0 and ($0.3), respecvely Selement cost, net of tax of $0.4, $4.3 and $2.7, respecvely Postrerement beneﬁt plans: Amorzaon of prior service credit, net of tax of $0.0, ($0.1) and ($0.4), respecvely Amorzaon of deferred net (gain) loss, net of tax of ($0.1), $0.0 and $0.0, respecvely Net gain (loss) arising during the period, net of tax of ($0.2), $1.7 and ($0.2), respecvely Other comprehensive gain from unconsolidated aﬃliates, net of tax $0.0, $0.0 and $0.3, respecvely Other comprehensive income, net of tax Comprehensive income $ 0.2 0.9 3.3 — 1.2 — (0.1 ) (0.8 ) 0.2 1.4 (7.6 ) — 13.6 (0.2 ) — 5.5 — 4.7 421.5 $ — 12.9 678.6 $ 0.1 1.6 1.4 (1.1 ) 6.0 (1.4 ) 0.1 (0.7 ) 1.3 7.3 744.6 The accompanying Combined Notes to Financial Statements are an integral part hereof. 49 OGE ENERGY CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31 (In millions) CASH FLOWS FROM OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided from (used in) operang acvies: 2023 2022 2021 $ 416.8 $ 665.7 $ 737.3 Depreciaon and amorzaon Deferred income taxes and other tax credits, net (Gain) loss on investment in equity securies (Note 1) Gain on Enable/Energy Transfer transacon (Note 1) Equity in earnings of unconsolidated aﬃliates Distribuons from unconsolidated aﬃliates Allowance for equity funds used during construcon Stock-based compensaon expense Regulatory assets Regulatory liabilies Other assets Other liabilies Change in certain current assets and liabilies: Accounts receivable and accrued unbilled revenues, net Income taxes receivable Fuel, materials and supplies inventories Fuel recoveries Other current assets Accounts payable Other current liabilies Net cash provided from (used in) operang acvies CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (less allowance for equity funds used during construcon) Proceeds from sales of equity securies Cash received in Enable/Energy Transfer transacon (Note 1) Cost of removal and other Net cash used in invesng acvies CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term debt Payment of long-term debt Increase (decrease) in short-term debt Dividends paid on common stock Cash paid for employee equity-based compensaon and expense of common stock Net cash (used in) provided from ﬁnancing acvies NET CHANGE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR CASH AND CASH EQUIVALENTS AT END OF YEAR SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the period for: Interest (net of interest capitalized of $7.1, $4.0 and $3.5, respecvely) Income taxes (net of income tax refunds) NON-CASH INVESTING AND FINANCING ACTIVITIES Power plant long-term service agreement Investment in Energy Transfer's equity securies (Note 1) $ $ $ $ $ 506.6 11.6 — — — — (19.4 ) 13.1 (92.1 ) (12.2 ) — 5.0 42.8 2.5 (122.8 ) 535.4 44.6 (136.3 ) 36.7 1,232.3 (1,178.2 ) — — (93.9 ) (1,272.1 ) 788.3 (1,000.1 ) 499.2 (333.2 ) (2.3 ) (48.1 ) (87.9 ) 88.1 0.2 $ 202.4 $ 41.5 $ 0.7 $ — $ 460.9 (154.0 ) (282.1 ) — — — (6.9 ) 9.7 702.2 (9.1 ) 18.9 (6.6 ) (97.0 ) (18.1 ) (130.1 ) (363.0 ) (30.2 ) 155.4 36.7 952.4 (1,050.9 ) 1,067.2 — (112.7 ) (96.4 ) 49.3 (0.1 ) (486.9 ) (329.3 ) (0.9 ) (767.9 ) 88.1 — 88.1 $ 164.0 $ 276.0 $ 0.8 $ — $ 416.0 125.9 8.6 (353.0 ) (169.8 ) 73.4 (6.7 ) 9.8 (874.9 ) 12.2 (9.8 ) (8.1 ) (1.9 ) 5.5 (3.4 ) (180.5 ) (22.7 ) 7.5 4.7 (229.9 ) (778.5 ) — 35.0 (89.0 ) (832.5 ) 997.8 (0.1 ) 391.9 (324.9 ) (3.4 ) 1,061.3 (1.1 ) 1.1 — 156.4 8.7 2.4 793.7 The accompanying Combined Notes to Financial Statements are an integral part hereof. 50 OGE ENERGY CORP. CONSOLIDATED BALANCE SHEETS December 31 (In millions) ASSETS CURRENT ASSETS Cash and cash equivalents Accounts receivable, less reserve of $2.2 and $1.9, respecvely Accrued unbilled revenues Income taxes receivable Fuel inventories Materials and supplies, at average cost Fuel clause under recoveries Other Total current assets OTHER PROPERTY AND INVESTMENTS Other Total other property and investments PROPERTY, PLANT AND EQUIPMENT In service Construcon work in progress Total property, plant and equipment Less: accumulated depreciaon Net property, plant and equipment DEFERRED CHARGES AND OTHER ASSETS Regulatory assets Other Total deferred charges and other assets TOTAL ASSETS 2023 2022 $ 0.2 $ 208.8 72.7 18.2 158.5 254.3 — 58.8 771.5 114.0 114.0 15,588.2 522.2 16,110.4 4,809.4 11,301.0 577.6 26.6 604.2 $ 12,790.7 $ 88.1 250.1 74.2 20.7 108.8 180.5 514.9 103.5 1,340.8 105.8 105.8 14,695.2 436.1 15,131.3 4,584.5 10,546.8 524.3 27.0 551.3 12,544.7 The accompanying Combined Notes to Financial Statements are an integral part hereof. 51 December 31 (In millions) LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Short-term debt Accounts payable Dividends payable Customer deposits Accrued taxes Accrued interest Accrued compensaon Long-term debt due within one year Fuel clause over recoveries Other Total current liabilies LONG-TERM DEBT DEFERRED CREDITS AND OTHER LIABILITIES Accrued beneﬁt obligaons Deferred income taxes Deferred investment tax credits Regulatory liabilies Other Total deferred credits and other liabilies Total liabilies COMMITMENTS AND CONTINGENCIES (NOTE 13) STOCKHOLDERS' EQUITY Common stockholders' equity Retained earnings Accumulated other comprehensive loss, net of tax Treasury stock, at cost Total stockholders' equity TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY OGE ENERGY CORP. CONSOLIDATED BALANCE SHEETS (Connued) 2023 2022 $ $ 499.2 $ 276.4 83.8 103.5 47.6 57.4 46.8 — 20.5 44.0 1,179.2 4,340.5 172.7 1,300.8 11.3 1,061.6 213.0 2,759.4 8,279.1 1,145.1 3,373.7 (7.2 ) — 4,511.6 12,790.7 $ — 448.9 82.9 88.8 54.0 41.1 37.0 999.9 — 49.6 1,802.2 3,548.7 176.9 1,233.5 12.0 1,147.1 210.9 2,780.4 8,131.3 1,134.5 3,290.9 (11.9 ) (0.1 ) 4,413.4 12,544.7 The accompanying Combined Notes to Financial Statements are an integral part hereof. 52 OGE ENERGY CORP. CONSOLIDATED STATEMENTS OF CAPITALIZATION December 31 (In millions except per share data) STOCKHOLDERS' EQUITY Common stock, par value $0.01 per share; authorized 450.0 shares; and outstanding 200.3 shares and 200.2 shares, respecvely Premium on common stock Retained earnings Accumulated other comprehensive loss, net of tax Treasury stock, at cost, 0.0 and 0.0 shares, respecvely Total stockholders' equity LONG-TERM DEBT SERIES Senior Notes - OGE Energy 0.703% 5.375% - 6.375% Senior Notes - OG&E 0.553% 6.65% 6.50% 3.80% 3.30% 3.25% 5.40% 5.75% 6.45% 5.85% 5.25% 3.90% 4.55% 4.00% 4.15% 3.85% 5.60% 3.80% Other Bonds - OG&E 1.85% - 4.75% 1.85% - 4.60% 1.85% - 4.75% Unamorzed debt expense Unamorzed discount Total long-term debt DUE DATE Senior Notes, Series Due May 26, 2023 Term Loan Due May 24, 2025 Senior Notes, Series Due May 26, 2023 Senior Notes, Series Due July 15, 2027 Senior Notes, Series Due April 15, 2028 Senior Notes, Series Due August 15, 2028 Senior Notes, Series Due March 15, 2030 Senior Notes, Series Due April 1, 2030 Senior Notes, Series Due January 15, 2033 Senior Notes, Series Due January 15, 2036 Senior Notes, Series Due February 1, 2038 Senior Notes, Series Due June 1, 2040 Senior Notes, Series Due May 15, 2041 Senior Notes, Series Due May 1, 2043 Senior Notes, Series Due March 15, 2044 Senior Notes, Series Due December 15, 2044 Senior Notes, Series Due April 1, 2047 Senior Notes, Series Due August 15, 2047 Senior Notes, Series Due April 1, 2053 Tinker Debt, Due August 31, 2062 Garﬁeld Industrial Authority, January 1, 2025 Muskogee Industrial Authority, January 1, 2025 Muskogee Industrial Authority, June 1, 2027 Less: long-term debt due within one year Total long-term debt (excluding long-term debt due within one year) Total capitalizaon (including long-term debt due within one year) $ 2023 2022 $ 2.0 $ 1,143.1 3,373.7 (7.2 ) — 4,511.6 — 50.0 — 125.0 100.0 400.0 300.0 300.0 450.0 110.0 200.0 250.0 250.0 250.0 250.0 250.0 300.0 300.0 350.0 9.2 47.0 32.4 56.0 (27.9 ) (11.2 ) 4,340.5 — 4,340.5 8,852.1 $ 2.0 1,132.5 3,290.9 (11.9 ) (0.1 ) 4,413.4 500.0 50.0 500.0 125.0 100.0 400.0 300.0 300.0 — 110.0 200.0 250.0 250.0 250.0 250.0 250.0 300.0 300.0 — 9.3 47.0 32.4 56.0 (22.2 ) (8.9 ) 4,548.6 (999.9 ) 3,548.7 8,962.0 The accompanying Combined Notes to Financial Statements are an integral part hereof. 53 OGE ENERGY CORP. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY Common Stock Treasury Stock Shares Value Shares Value Common Retained Earnings Stock Premium on Accumulat ed Other Comprehe nsive (Loss) Income Total 200.1 $ — 2.0 — 0.1 $ — (5.3 ) $ 1,122.6 $ 2,544.6 $ 737.3 — — (32.1 ) $ 3,631.8 737.3 — — — — — — — 7.3 7.3 — — 200.1 $ — — — 2.0 — — (0.1 ) — $ — (326.5 ) — — 5.2 — 1.2 (0.1 ) $ 1,123.8 $ 2,955.4 $ 665.7 — — — — (326.5 ) 6.4 (24.8 ) $ 4,056.3 665.7 — — — — — — — 12.9 12.9 — 0.1 200.2 $ — — — 2.0 — — — — $ — — — (330.2 ) — — 8.7 (0.1 ) $ 1,132.5 $ 3,290.9 $ 416.8 — — — — (330.2 ) 8.7 (11.9 ) $ 4,413.4 416.8 — — — — — — — 4.7 4.7 — 0.1 200.3 $ — — 2.0 — — — $ — (334.0 ) — 0.1 — $ 1,143.1 $ 3,373.7 $ — 10.6 — — (334.0 ) 10.7 (7.2 ) $ 4,511.6 (In millions) Balance at December 31, 2020 Net income Other comprehensive income, net of tax Dividends declared on common stock ($1.6250 per share) Stock-based compensaon Balance at December 31, 2021 Net income Other comprehensive income, net of tax Dividends declared on common stock ($1.6482 per share) Stock-based compensaon Balance at December 31, 2022 Net income Other comprehensive income, net of tax Dividends declared on common stock ($1.6646 per share) Stock-based compensaon Balance at December 31, 2023 The accompanying Combined Notes to Financial Statements are an integral part hereof. 54 OKLAHOMA GAS AND ELECTRIC COMPANY STATEMENTS OF INCOME AND COMPREHENSIVE INCOME Year Ended December 31 (In millions) OPERATING REVENUES Revenues from contracts with customers Other revenues Operang revenues FUEL, PURCHASED POWER AND DIRECT TRANSMISSION EXPENSE OPERATING EXPENSES Other operaon and maintenance Depreciaon and amorzaon Taxes other than income Operang expenses OPERATING INCOME OTHER INCOME (EXPENSE) Allowance for equity funds used during construcon Other net periodic beneﬁt income (expense) Other income Other expense Net other income INTEREST EXPENSE Interest on long-term debt Allowance for borrowed funds used during construcon Interest on short-term debt and other interest charges Interest expense INCOME BEFORE TAXES INCOME TAX EXPENSE NET INCOME Other comprehensive income, net of tax COMPREHENSIVE INCOME 2023 2022 2021 $ 2,607.3 $ 67.0 2,674.3 911.7 3,304.2 $ 71.5 3,375.7 1,662.4 3,558.7 65.0 3,653.7 2,127.6 505.0 506.6 99.4 1,111.0 651.6 19.4 6.5 23.9 (6.3 ) 43.5 200.4 (7.1 ) 6.6 199.9 495.2 68.8 426.4 — 426.4 $ 491.9 460.9 98.0 1,050.8 662.5 6.9 1.2 6.5 (3.4 ) 11.2 157.4 (4.0 ) 4.4 157.8 515.9 76.4 439.5 — 439.5 $ 464.7 416.0 99.3 980.0 546.1 6.7 (4.3 ) 7.1 (1.8 ) 7.7 152.7 (3.5 ) 2.8 152.0 401.8 41.8 360.0 — 360.0 $ The accompanying Combined Notes to Financial Statements are an integral part hereof. 55 OKLAHOMA GAS AND ELECTRIC COMPANY STATEMENTS OF CASH FLOWS Year Ended December 31 (In millions) CASH FLOWS FROM OPERATING ACTIVITIES Net income Adjustments to reconcile net income to net cash provided from (used in) operang acvies: 2023 2022 2021 $ 426.4 $ 439.5 $ 360.0 Depreciaon and amorzaon Deferred income taxes and other tax credits, net Allowance for equity funds used during construcon Stock-based compensaon expense Regulatory assets Regulatory liabilies Other assets Other liabilies Change in certain current assets and liabilies: Accounts receivable and accrued unbilled revenues, net Fuel, materials and supplies inventories Fuel recoveries Other current assets Accounts payable Income taxes payable - parent Other current liabilies Net cash provided from (used in) operang acvies CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (less allowance for equity funds used during construcon) Cost of removal Net cash used in invesng acvies CASH FLOWS FROM FINANCING ACTIVITIES Changes in advances with parent Capital contribuon from OGE Energy Proceeds from long-term debt Payment of long-term debt Dividends paid on common stock Net cash provided from (used in) ﬁnancing acvies NET CHANGE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR CASH AND CASH EQUIVALENTS AT END OF YEAR SUPPLEMENTAL CASH FLOW INFORMATION Cash paid during the period for: Interest (net of interest capitalized of $7.1, $4.0 and $3.5, respecvely) Income taxes (net of income tax refunds) NON-CASH INVESTING AND FINANCING ACTIVITIES Power plant long-term service agreement $ $ $ $ 506.6 15.4 (19.4 ) 3.1 (92.1 ) (12.2 ) 4.7 0.3 42.1 (122.8 ) 535.4 51.1 (131.1 ) 9.4 34.6 1,251.5 (1,178.2 ) (91.0 ) (1,269.2 ) 460.9 220.5 (6.9 ) 2.9 702.2 (9.1 ) — (5.6 ) (96.6 ) (130.1 ) (363.0 ) (30.1 ) 135.8 8.0 19.3 1,347.7 (1,050.9 ) (109.3 ) (1,160.2 ) 229.2 — 788.8 (500.1 ) (500.0 ) 17.9 0.2 — 0.2 $ (187.4 ) — — (0.1 ) — (187.5 ) — — — $ 416.0 44.6 (6.7 ) 2.2 (874.9 ) 12.2 (2.2 ) (11.2 ) (3.0 ) (3.4 ) (180.5 ) (21.4 ) (11.0 ) 0.7 3.3 (275.3 ) (778.5 ) (83.4 ) (861.9 ) 372.5 530.0 499.8 (0.1 ) (265.0 ) 1,137.2 — — — 180.7 $ 44.2 $ 154.6 $ (152.6 ) $ 148.9 (3.2 ) 0.7 $ 0.8 $ 2.4 The accompanying Combined Notes to Financial Statements are an integral part hereof. 56 OKLAHOMA GAS AND ELECTRIC COMPANY BALANCE SHEETS December 31 (In millions) ASSETS CURRENT ASSETS Cash and cash equivalents Accounts receivable, less reserve of $2.2 and $1.9, respecvely Accrued unbilled revenues Advances to parent Fuel inventories Materials and supplies, at average cost Fuel clause under recoveries Other Total current assets OTHER PROPERTY AND INVESTMENTS PROPERTY, PLANT AND EQUIPMENT In service Construcon work in progress Total property, plant and equipment Less: accumulated depreciaon Net property, plant and equipment DEFERRED CHARGES AND OTHER ASSETS Regulatory assets Other Total deferred charges and other assets TOTAL ASSETS 2023 2022 $ 0.2 $ 208.8 72.7 — 158.5 254.3 — 46.7 741.2 4.6 15,582.1 522.2 16,104.3 4,809.4 11,294.9 577.6 24.3 601.9 12,642.6 $ $ — 249.4 74.2 91.0 108.8 180.5 514.9 97.8 1,316.6 4.4 14,689.1 436.1 15,125.2 4,584.5 10,540.7 524.3 24.5 548.8 12,410.5 The accompanying Combined Notes to Financial Statements are an integral part hereof. 57 December 31 (In millions) LIABILITIES AND STOCKHOLDER'S EQUITY CURRENT LIABILITIES Accounts payable Advances from parent Customer deposits Accrued taxes Accrued interest Accrued compensaon Long-term debt due within one year Fuel clause over recoveries Other Total current liabilies LONG-TERM DEBT DEFERRED CREDITS AND OTHER LIABILITIES Accrued beneﬁt obligaons Deferred income taxes Deferred investment tax credits Regulatory liabilies Other Total deferred credits and other liabilies Total liabilies COMMITMENTS AND CONTINGENCIES (NOTE 13) STOCKHOLDER'S EQUITY Common stockholder's equity Retained earnings Total stockholder's equity OKLAHOMA GAS AND ELECTRIC COMPANY BALANCE SHEETS (Connued) 2023 2022 $ 228.5 $ 147.7 103.5 47.2 56.6 37.0 — 20.5 43.6 684.6 4,290.6 96.2 1,340.8 11.3 1,061.6 182.8 2,692.7 7,667.9 395.8 — 88.8 46.5 40.8 27.8 500.0 — 49.3 1,149.0 3,498.9 98.3 1,271.1 12.0 1,147.1 188.9 2,717.4 7,365.3 1,577.7 3,397.0 4,974.7 12,642.6 $ 1,574.6 3,470.6 5,045.2 12,410.5 TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ The accompanying Combined Notes to Financial Statements are an integral part hereof. 58 OKLAHOMA GAS AND ELECTRIC COMPANY STATEMENTS OF CAPITALIZATION December 31 (In millions except per share data) STOCKHOLDER'S EQUITY Common stock, par value $2.50 per share; authorized 100.0 shares; and outstanding 40.4 shares and 40.4 shares, respecvely Premium on common stock Retained earnings Total stockholder's equity LONG-TERM DEBT SERIES Senior Notes 0.553% 6.65% 6.50% 3.80% 3.30% 3.25% 5.40% 5.75% 6.45% 5.85% 5.25% 3.90% 4.55% 4.00% 4.15% 3.85% 5.60% 3.80% Other Bonds 1.85% - 4.75% 1.85% - 4.60% 1.85% - 4.75% Unamorzed debt expense Unamorzed discount Total long-term debt DUE DATE Senior Notes, Series Due May 26, 2023 Senior Notes, Series Due July 15, 2027 Senior Notes, Series Due April 15, 2028 Senior Notes, Series Due August 15, 2028 Senior Notes, Series Due March 15, 2030 Senior Notes, Series Due April 1, 2030 Senior Notes, Series Due January 15, 2033 Senior Notes, Series Due January 15, 2036 Senior Notes, Series Due February 1, 2038 Senior Notes, Series Due June 1, 2040 Senior Notes, Series Due May 15, 2041 Senior Notes, Series Due May 1, 2043 Senior Notes, Series Due March 15, 2044 Senior Notes, Series Due December 15, 2044 Senior Notes, Series Due April 1, 2047 Senior Notes, Series Due August 15, 2047 Senior Notes, Series Due April 1, 2053 Tinker Debt, Due August 31, 2062 Garﬁeld Industrial Authority, January 1, 2025 Muskogee Industrial Authority, January 1, 2025 Muskogee Industrial Authority, June 1, 2027 2023 2022 $ 100.9 $ 1,476.8 3,397.0 4,974.7 100.9 1,473.7 3,470.6 5,045.2 — 125.0 100.0 400.0 300.0 300.0 450.0 110.0 200.0 250.0 250.0 250.0 250.0 250.0 300.0 300.0 350.0 9.2 47.0 32.4 56.0 (27.8 ) (11.2 ) 4,290.6 — 4,290.6 9,265.3 $ 500.0 125.0 100.0 400.0 300.0 300.0 — 110.0 200.0 250.0 250.0 250.0 250.0 250.0 300.0 300.0 — 9.3 47.0 32.4 56.0 (21.9 ) (8.9 ) 3,998.9 (500.0 ) 3,498.9 9,044.1 Less: long-term debt due within one year Total long-term debt (excluding long-term debt due within one year) Total capitalizaon (including long-term debt due within one year) $ The accompanying Combined Notes to Financial Statements are an integral part hereof. 59 (In millions) Balance at December 31, 2020 Net income Dividends declared on common stock Capital contribuon from OGE Energy Stock-based compensaon Balance at December 31, 2021 Net income Stock-based compensaon Balance at December 31, 2022 Net income Dividends declared on common stock Stock-based compensaon Balance at December 31, 2023 OKLAHOMA GAS AND ELECTRIC COMPANY STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY Common Stock Shares Outstanding Value Premium on Common Stock Retained Earnings Total 40.4 $ — — — — 40.4 $ — — 40.4 $ — — — 40.4 $ 100.9 $ — — — — 100.9 $ — — 100.9 $ — — — 100.9 $ 938.6 $ — — 530.0 2.2 1,470.8 $ — 2.9 1,473.7 $ — — 3.1 1,476.8 $ 2,936.1 $ 360.0 (265.0 ) — — 3,031.1 $ 439.5 — 3,470.6 $ 426.4 (500.0 ) — 3,397.0 $ 3,975.6 360.0 (265.0 ) 530.0 2.2 4,602.8 439.5 2.9 5,045.2 426.4 (500.0 ) 3.1 4,974.7 The accompanying Combined Notes to Financial Statements are an integral part hereof. 60 Index of Combined Notes to Financial Statements COMBINED NOTES TO FINANCIAL STATEMENTS The Combined Notes to the Financial Statements are a combined presentaon for OGE Energy and OG&E. The following table indicates the Registrant(s) to which each Note applies. Note 1. Summary of Signiﬁcant Accounng Policies Note 2. Accounng Pronouncements Note 3. Revenue Recognion Note 4. Leases Note 5. Fair Value Measurements Note 6. Stock-Based Compensaon Note 7. Income Taxes Note 8. Common Equity Note 9. Long-Term Debt Note 10. Short-Term Debt and Credit Facilies Note 11. Rerement Plans and Postrerement Beneﬁt Plans Note 12. Report of Business Segments Note 13. Commitments and Conngencies Note 14. Rate Maers and Regulaon 1. Summary of Signiﬁcant Accounng Policies Organizaon OGE Energy X X X X X X X X X X X X X X OG&E X X X X X X X X X X X X X OGE Energy is a holding company whose primary investment provides electricity in Oklahoma and western Arkansas. OGE Energy's electric company operaons are conducted through its wholly-owned subsidiary, OG&E, which generates, transmits, distributes and sells electric energy in Oklahoma and western Arkansas and are reported through OGE Energy's electric company business segment. OG&E's rates are subject to regulaon by the OCC, the APSC and the FERC. OG&E was incorporated in 1902 under the laws of the Oklahoma Territory and is the largest electric company in Oklahoma, with a franchised service territory that includes Fort Smith, Arkansas and the surrounding communies. OG&E sold its retail natural gas business in 1928 and is no longer engaged in the natural gas distribuon business. The accounts of OGE Energy and its wholly-owned subsidiaries, including OG&E, are included in OGE Energy's consolidated ﬁnancial statements. All intercompany transacons and balances are eliminated in such consolidaon. During 2022, OGE Energy accounted for its investment in Energy Transfer as an investment in equity securies and reported the Energy Transfer investment, along with legacy Enable seconded employee pension and postrerement costs, through OGE Energy's natural gas midstream operaons segment. As of the end of September 2022, OGE Energy sold all of its Energy Transfer limited partner units. Therefore, beginning in 2023, OGE Energy no longer has a natural gas operaons reporng segment. Prior to OGE Energy's sale of all Energy Transfer limited partner units, the investment in Energy Transfer's equity securies was held through wholly-owned subsidiaries and ulmately OGE Holdings. Accounng Records The accounng 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. Addionally, OG&E, as a regulated electric company, is subject to accounng principles for certain types of rate-regulated acvies, 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 ancipated credits that would otherwise reduce expense can be deferred as regulatory liabilies, based on the expected ﬂowback to customers 61 in future rates. Management's expected recovery of deferred costs and ﬂowback of deferred credits generally results from speciﬁc decisions by regulators granng such ratemaking treatment. OG&E records certain incurred costs and obligaons as regulatory assets or liabilies if, based on regulatory orders or other available evidence, it is probable that the costs or obligaons will be included in amounts allowable for recovery or refund in future rates. The following table presents a summary of OG&E's regulatory assets and liabilies. December 31 (In millions) REGULATORY ASSETS Current: Oklahoma Energy Eﬃciency Rider under recoveries (A) Oklahoma fuel clause under recoveries Arkansas fuel clause under recoveries Other (A) Total current regulatory assets Non-current: Oklahoma deferred storm expenses Pension tracker Beneﬁt obligaons regulatory asset Arkansas Winter Storm Uri costs Sooner Dry Scrubbers Arkansas deferred pension expenses Unamorzed loss on reacquired debt COVID-19 impacts Oklahoma SAP S/4 HANA deferred expenses Froner Plant deferred expenses Other Total non-current regulatory assets REGULATORY LIABILITIES Current: Oklahoma fuel clause over recoveries SPP cost tracker over recovery (B) Arkansas fuel clause over recoveries Other (B) Total current regulatory liabilies Non-current: Income taxes refundable to customers, net Accrued removal obligaons, net Other Total non-current regulatory liabilies (A) (B) Included in Other Current Assets in the balance sheets. Included in Other Current Liabilies in the balance sheets. 2023 2022 3.8 $ — — 2.7 6.5 $ 261.1 $ 91.9 89.4 71.0 17.2 12.7 7.2 6.8 6.0 3.6 10.7 577.6 $ 15.6 $ 10.4 4.9 2.3 33.2 $ 7.7 474.3 40.6 4.7 527.3 206.3 57.2 119.7 78.2 18.1 12.3 8.0 7.7 0.7 5.2 10.9 524.3 — 3.0 — 2.5 5.5 838.0 $ 222.0 1.6 1,061.6 $ 894.7 250.5 1.9 1,147.1 $ $ $ $ $ $ $ $ OG&E recovers program costs related to the Energy Eﬃciency Program in Oklahoma through the Energy Eﬃciency Rider, which operates on a three-year program cycle. The current program cycle, which runs through 2024, includes recovery of (i) energy eﬃciency program costs, (ii) lost revenues associated with certain achieved energy eﬃciency and demand savings, (iii) performance-based incenves and (iv) costs associated with research and development investments. OG&E includes in expense any Oklahoma storm-related operaon and maintenance expenses up to $2.7 million annually and defers to a regulatory asset any addional expenses incurred over $2.7 million. OG&E typically recovers the amounts deferred each year over a ﬁve to ten year period in accordance with historical pracce. 62 OG&E recovers speciﬁc amounts of pension and postrerement medical costs in rates approved in its Oklahoma rate reviews. In accordance with approved orders, OG&E defers the diﬀerence between actual pension and postrerement 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 regulatory asset in the table above and are being recovered over a 15 year period. The beneﬁt obligaons regulatory asset is comprised of expenses recorded which are probable of future recovery and that have not yet been recognized as components of net periodic beneﬁt cost, including net loss and prior service cost. These expenses are recorded as a regulatory asset, as OG&E historically has recovered and currently recovers pension and postrerement beneﬁt plan expense in its electric rates. If, in the future, the regulatory bodies indicate a change in policy related to the recovery of pension and postrerement beneﬁt plan expenses, this could cause the beneﬁt obligaons regulatory asset balance to be reclassiﬁed to accumulated other comprehensive income. The following table presents a summary of the components of the beneﬁt obligaons regulatory asset. December 31 (In millions) Pension Plan and Restoraon of Rerement Income Plan: Net loss Postrerement Beneﬁt Plans: Net loss Total 2023 2022 $ $ 75.9 $ 13.5 89.4 $ 110.0 9.7 119.7 In February 2021, Winter Storm Uri resulted in record winter peak demand for electricity and extremely high natural gas and purchased power prices in OG&E's service territory. In January 2023, the APSC ordered OG&E to amorze the deferred costs in a regulatory asset balance over 10 years using a weighted average cost of capital as a carrying charge. As approved by the OCC, OG&E deferred the non-fuel incremental operaon and maintenance expenses, depreciaon, debt cost associated with the capital investment and related ad valorem taxes for the Dry Scrubbers at Sooner Units 1 and 2 as a regulatory asset, and these costs are being recovered over 25 years. Arkansas includes a certain level of pension expense in base rates. When the Pension Plan experiences a selement, which represents an acceleraon of future pension costs, OG&E defers to a regulatory asset the Arkansas jurisdiconal poron of each selement, which historically has been recovered from customers over the average life of the remaining plan parcipants. A poron of these selements is being recovered in current rates, and recovery of addional amounts will be requested as addional selements occur. For addional informaon related to selements, see Note 11. Unamorzed loss on reacquired debt is comprised of unamorzed debt issuance costs related to the early rerement of OG&E's long-term debt. These amounts are recorded in interest expense and are being amorzed over the term of the long-term debt which replaced the previous long-term debt. The unamorzed loss on reacquired debt is recovered as a part of OG&E's cost of capital. In response to the COVID-19 pandemic, the OCC and APSC issued orders allowing OG&E to defer certain expenses related to its COVID-19 response, such as incremental expenses that were related to the suspension of or delay in disconnecon of service and addional expenses associated with ensuring the connuity of electric ulity service. As approved by the OCC, OG&E is recovering the Oklahoma jurisdiconal poron of these costs over ﬁve years. As approved by the OCC, OG&E established a regulatory asset to defer the Oklahoma jurisdiconal poron of operaon and maintenance costs associated with OG&E's SAP S/4 HANA enterprise resource planning system project. These costs will be included for consideraon in a future rate proceeding. OG&E deferred to a regulatory asset the Oklahoma jurisdiconal poron of costs, including non-fuel operaon and maintenance expenses, depreciaon, taxes other than income taxes and a return on capital, for its investment in the Froner plant. As approved by the OCC, OG&E is recovering these costs over a ﬁve year period. Fuel clause under and over recoveries are generated from OG&E's customers when OG&E's cost of fuel either exceeds or is less than the amount billed to its customers, respecvely. OG&E's fuel recovery clauses are designed to smooth the impact of fuel price volality on customers' bills. As a result, OG&E under recovers fuel costs in periods of rising fuel prices above the baseline charge for 63 fuel and over recovers fuel costs when prices decline below the baseline charge for fuel. Provisions in the fuel clauses are intended to allow OG&E to amorze under and over recovery balances. OG&E recovers certain SPP costs related to base plan charges from its customers and refunds certain SPP revenues received to its customers in Oklahoma through the SPP cost tracker and in Arkansas through the transmission cost recovery rider. Income taxes refundable to customers, net, primarily represents the reducon in accumulated deferred income taxes that resulted from the reducon in the federal income tax rate as part of the Tax Cuts and Jobs Act of 2017 as well as other state tax rate changes, parally oﬀset by income taxes recoverable from customers primarily related to the equity component of the allowance for funds used during construcon. These net liabilies will be returned to customers in varying amounts over approximately 80 years, and the assets will be amorzed over the esmated remaining life of the assets to which they relate, as the temporary diﬀerences that generated the income tax beneﬁts turn-around. Accrued removal obligaons, net represents asset removal costs previously recovered from ratepayers. Management connuously 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 disconnue the applicaon of accounng principles for certain types of rate-regulated acvies for some or all of its operaons, it could result in wring oﬀ the related regulatory assets or liabilies, which could have signiﬁcant ﬁnancial eﬀects. Use of Esmates In preparing the ﬁnancial statements, management is required to make esmates and assumpons that aﬀect the reported amounts of assets and liabilies and disclosure of conngent assets and conngent liabilies at the date of the ﬁnancial statements and the reported amounts of revenues and expenses during the reporng period. Actual results could diﬀer from those esmates. Changes to these assumpons and esmates could have a material eﬀect on the Registrants' ﬁnancial statements. However, the Registrants believe they have taken reasonable posions where assumpons and esmates are used in order to minimize the negave ﬁnancial impact to the Registrants that could result if actual results vary from the assumpons and esmates. In management's opinion, the areas where the most signiﬁcant judgment is exercised include the determinaon of pension and postrerement plan assumpons, income taxes, conngency reserves, and regulatory assets and liabilies. Cash and Cash Equivalents For purposes of the ﬁnancial statements, the Registrants consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. Allowance for Uncollecble Accounts Receivable Customer balances are generally wrien oﬀ if not collected within six months aer the ﬁnal billing date. The allowance for uncollecble accounts receivable for OG&E is generally calculated by mulplying the last six months of electric revenue by the provision rate, which is based on a 12-month historical average of actual balances wrien oﬀ and is adjusted for current condions and supportable forecasts as necessary. To the extent the historical collecon rates, when incorporang forecasted condions, are not representave of future collecons, there could be an eﬀect on the amount of uncollecble expense recognized. Also, a poron of the uncollecble provision related to fuel within the Oklahoma jurisdicon is being recovered through the fuel adjustment clause. The allowance for uncollecble accounts receivable is a reducon to Accounts Receivable in the balance sheets and is included in Other Operaon and Maintenance Expense in the statements of income. The allowance for uncollecble accounts receivable was $2.2 million and $1.9 million at December 31, 2023 and 2022, respecvely. New business customers are required to provide a security deposit in the form of cash, bond or irrevocable leer of credit that is refunded when the account is closed. New residenal customers whose outside credit scores indicate an elevated risk are required to provide a security deposit that is refunded based on customer protecon rules deﬁned by the OCC and the APSC. The payment behavior of all exisng customers is connuously monitored, and, if the payment behavior indicates suﬃcient risk within the meaning of the applicable ulity regulaon, customers will be required to provide a security deposit. 64 Fuel Inventories Fuel inventories for the generaon of electricity consist of coal, natural gas, oil and alternave fuel. OG&E uses the weighted-average cost method of accounng for inventory that is physically added to or withdrawn from storage or stockpiles. OG&E held $158.5 million and $108.8 million of fuel inventory at December 31, 2023 and 2022, respecvely. Property, Plant and Equipment All property, plant and equipment is recorded at cost. Newly constructed plant is added to plant balances at cost which includes contracted services, direct labor, materials, overhead, transportaon costs and the allowance for funds used during construcon. Replacements of units of property are capitalized as plant. For assets that belong to a common plant account, the replaced plant is removed from plant balances, and the cost of such property net of any salvage proceeds is charged to Accumulated Depreciaon. For assets that do not belong to a common plant account, the replaced plant is removed from plant balances with the related accumulated depreciaon, and the remaining balance net of any salvage proceeds is recorded as a loss in the statements of income as Other Expense. Repair and replacement of minor items of property are included in the statements of income as Other Operaon and Maintenance Expense. The following tables present OG&E's ownership interest in the jointly-owned McClain Plant and the jointly-owned Redbud Plant, and, as disclosed below, only OG&E's ownership interest is reﬂected in the property, plant and equipment and accumulated depreciaon balances in these tables. The owners of the remaining interests in the McClain Plant and the Redbud Plant are responsible for providing their own ﬁnancing of capital expenditures. Also, only OG&E's proporonate interests of any direct expenses of the McClain Plant and the Redbud Plant, such as fuel, maintenance expense and other operang expenses, are included in the applicable ﬁnancial statement capons in the statements of income. December 31, 2023 (In millions) McClain Plant (A) 265.4 $ 548.9 $ Redbud Plant (A)(B) (A) Construcon work in progress was $0.3 million and $2.0 million for the McClain and Redbud Plants, respecvely. (B) This amount includes a plant acquision adjustment of $148.3 million and accumulated amorzaon of $83.8 million. 77 % $ 51 % $ 129.2 $ 245.5 $ 136.2 303.4 Percentage Ownership Total Property, Plant and Equipment Accumulated Depreciaon Net Property, Plant and Equipment December 31, 2022 (In millions) 261.9 $ McClain Plant (A) 542.1 $ Redbud Plant (A)(B) (A) Construcon work in progress was $0.7 million and $1.5 million for the McClain and Redbud Plants, respecvely. (B) This amount includes a plant acquision adjustment of $148.3 million and accumulated amorzaon of $78.3 million. 77 % $ 51 % $ 119.4 $ 225.2 $ 142.5 316.9 Percentage Ownership Total Property, Plant and Equipment Accumulated Depreciaon Net Property, Plant and Equipment The following tables present the Registrants' major classes of property, plant and equipment and related accumulated depreciaon. December 31, 2023 (In millions) OG&E: Distribuon assets Electric generaon assets (A) Transmission assets (B) Intangible plant Other property and equipment OG&E property, plant and equipment Non-OG&E property, plant and equipment Total OGE Energy property, plant and equipment Total Property, Plant and Equipment Accumulated Depreciaon Net Property, Plant and Equipment $ $ 6,290.1 $ 5,295.9 3,306.7 568.5 643.1 16,104.3 6.1 16,110.4 $ 1,564.3 $ 2,081.0 707.6 219.8 236.7 4,809.4 — 4,809.4 $ 4,725.8 3,214.9 2,599.1 348.7 406.4 11,294.9 6.1 11,301.0 (A) This amount includes a plant acquision adjustment of $148.3 million and accumulated amorzaon of $83.8 million. (B) This amount includes a plant acquision adjustment of $3.3 million and accumulated amorzaon of $1.1 million. 65 December 31, 2022 (In millions) OG&E: Distribuon assets Electric generaon assets (A) Transmission assets (B) Intangible plant Other property and equipment OG&E property, plant and equipment Non-OG&E property, plant and equipment Total OGE Energy property, plant and equipment Total Property, Plant and Equipment Accumulated Depreciaon Net Property, Plant and Equipment $ $ 5,781.3 $ 5,188.1 3,180.5 384.0 591.3 15,125.2 6.1 15,131.3 $ 1,527.1 $ 1,982.7 667.9 193.6 213.2 4,584.5 — 4,584.5 $ 4,254.2 3,205.4 2,512.6 190.4 378.1 10,540.7 6.1 10,546.8 (A) This amount includes a plant acquision adjustment of $148.3 million and accumulated amorzaon of $78.3 million. (B) This amount includes a plant acquision adjustment of $3.3 million and accumulated amorzaon of $1.0 million. OG&E's unamorzed computer soware costs, included in intangible plant above, were $203.1 million and $143.2 million at December 31, 2023 and 2022, respecvely. OG&E's amorzaon expense for computer soware costs was $33.4 million, $23.5 million and $18.1 million for the years ended December 31, 2023, 2022 and 2021, respecvely. Depreciaon and Amorzaon Depreciaon expense was $421.6 million, $388.5 million and $361.5 million for the years ended December 31, 2023, 2022 and 2021, respecvely. The provision for depreciaon, which was 2.8 percent, 2.7 percent and 2.6 percent of the average depreciable ulity plant for 2023, 2022 and 2021, respecvely, is calculated using the straight-line method over the esmated service life of the associated assets. Depreciaon is provided at the unit level for producon plant and at the account or sub-account level for all other plant and is based on the average life group method. In 2024, the provision for depreciaon is projected to be 2.8 percent of the average depreciable ulity plant. Amorzaon of intangible assets is calculated using the straight-line method. Of the remaining amorzable intangible plant balance at December 31, 2023, 45.7 percent will be amorzed over 6.7 years, 43.7 percent will be amorzed over 13.8 years, 10.2 percent will be amorzed over 15.0 years, and the remaining 0.4 percent will be amorzed over 22.4 years. Amorzaon of plant acquision adjustments is provided on a straight-line basis over the esmated remaining service life of the acquired assets. Plant acquision adjustments include $148.3 million for the Redbud Plant, which is being amorzed over a 27 year life, and $3.3 million for certain transmission substaon facilies in OG&E's service territory, which is being amorzed over a 37 to 59-year period. Asset Rerement Obligaons OG&E has asset rerement obligaons primarily associated with the removal of company-owned wind turbines on leased land, as well as the removal of asbestos from certain power generang staons. OG&E has recorded asset rerement obligaons that are being accreted over their respecve lives ranging from two to 68 years. Asset rerement obligaons are included in Other Deferred Credits and Other Liabilies in the Registrants' balance sheets. The following table presents changes to OG&E's asset rerement obligaons during the years ended December 31, 2023 and 2022. (In millions) Balance at January 1 Accreon expense Liabilies seled (A) Revisions in esmated cash ﬂows (B) Balance at December 31 $ $ 2023 2022 78.3 $ 0.7 — 2.3 81.3 $ 80.2 0.6 (2.5 ) — 78.3 (A) Asset rerement obligaons were seled for asbestos removal at OG&E's generang facilies. (B) Assumpons changed related to the esmated ming and esmated cost of the removal of asbestos at OG&E's generang facilies. 66 Accruals for environmental costs are recognized when it is probable that a liability has been incurred and the amount of the liability can be reasonably esmated. Costs are charged to expense or deferred as a regulatory asset based on expected recovery from customers in future rates, if they relate to the remediaon of condions caused by past operaons or if they are not expected to migate or prevent contaminaon from future operaons. Where environmental expenditures relate to facilies currently in use, such as polluon control equipment, the costs may be capitalized and depreciated over the future service periods. Esmated remediaon costs are recorded at undiscounted amounts, independent of any insurance or rate recovery, based on prior experience, assessments and current technology. Accrued obligaons are regularly adjusted as environmental assessments and esmates are revised and remediaon eﬀorts proceed. For sites where OG&E has been designated as one of several potenally responsible pares, the amount accrued represents OG&E's esmated share of the cost. OG&E had $27.5 million and $24.2 million in accrued environmental liabilies at December 31, 2023 and 2022, respecvely, which are included in OG&E's asset rerement obligaons. Allowance for Funds Used During Construcon Allowance for funds used during construcon, a non-cash item, is reﬂected as an increase to Net Other Income and a reducon to Interest Expense in the statements of income and as an increase to Construcon Work in Progress in the balance sheets. Allowance for funds used during construcon is calculated according to the FERC requirements for the imputed cost of equity and borrowed funds. Allowance for funds used during construcon rates, compounded semi-annually, were 7.0 percent, 4.8 percent and 7.4 percent for the years ended December 31, 2023, 2022 and 2021, respecvely. Collecon of Sales Tax In the normal course of its operaons, OG&E collects sales tax from its customers. OG&E records a current liability for sales taxes when it bills its customers and eliminates this liability when the taxes are remied to the appropriate governmental authories. OG&E excludes the sales tax collected from its operang revenues. Revenue Recognion General OG&E recognizes revenue from electric sales when power is delivered to customers. The performance obligaon to deliver electricity is generally created and sasﬁed simultaneously, and the provisions of the regulatory-approved tariﬀ determine the charges OG&E may bill the customer, payment due date and other pernent rights and obligaons of both pares. OG&E measures its customers' metered usage and sends bills to its customers throughout each month. As a result, there is a signiﬁcant amount of customers' electricity consumpon that has not been billed at the end of each month. OG&E accrues an esmate of the revenues for electric sales delivered since the latest billings. Unbilled revenue is presented in Accrued Unbilled Revenues in the balance sheets and in Revenues from Contracts with Customers in the statements of income based on esmates of usage and prices during the period. The esmates that management uses in this calculaon could vary from the actual amounts to be paid by customers. Integrated Market and Transmission OG&E currently owns and operates transmission and generaon facilies as part of a vercally integrated ulity. OG&E is a member of the SPP regional transmission organizaon and has transferred operaonal authority, but not ownership, of OG&E's transmission facilies to the SPP. The SPP has implemented FERC-approved regional day-ahead and real-me markets for energy and operang services, as well as associated transmission congeson rights. Collecvely, the three markets operate together under the global name, SPP Integrated Marketplace. OG&E represents owned and contracted generaon assets and customer load in the SPP Integrated Marketplace for the sole beneﬁt of its customers. OG&E has not parcipated in the SPP Integrated Marketplace for any speculave trading acvies. OG&E records the SPP Integrated Marketplace transacons as sales or purchases per FERC Order 668, which requires that purchases and sales be recorded on a net basis for each selement period of the SPP Integrated Marketplace. Purchases and sales are based on the ﬁxed transacon price determined by the market at the me of the purchase or sale and the MWh quanty purchased or sold. These results are reported as Revenues from Contracts with Customers or Fuel, Purchased Power and Direct Transmission Expense in the statements of income. OG&E's revenues, expenses, assets and liabilies may be adversely aﬀected by changes in the organizaon, operang and regulaon by the FERC or the SPP. 67 OG&E's transmission revenues are generated by the use of OG&E's transmission network by the SPP, which operates the network, on behalf of other transmission owners. OG&E recognizes revenue on the sale of transmission service to its customers over me as the service is provided in the amount OG&E has a right to invoice. Transmission service to the SPP is billed monthly based on a ﬁxed transacon price determined by OG&E's FERC-approved formula transmission rates along with other SPP-speciﬁc charges and the megawa quanty reserved. Other Revenues Other Revenues in the statements of income is comprised of certain rider revenue that includes alternave revenue measures as deﬁned in ASC 980, "Regulated Operaons," which details two types of alternave revenue programs. The ﬁrst type adjusts billings for the eﬀects of weather abnormalies or broad external factors or to compensate OG&E for demand-side management iniaves (i.e., no-growth plans and similar conservaon eﬀorts). The second type provides for addional billings (i.e., incenve awards) for the achievement of certain objecves, such as reducing costs, reaching speciﬁed milestones or demonstravely improving customer service. Once the speciﬁc events perming billing of the addional revenues under either program type have been completed, OG&E recognizes the addional revenues if (i) the program is established by an order from OG&E's regulatory commission that allows for automac adjustment of future rates; (ii) the amount of addional revenues for the period is objecvely determinable and is probable of recovery; and (iii) the addional revenues will be collected within 24 months following the end of the annual period in which they are recognized. Fuel Adjustment Clauses The actual cost of fuel used in electric generaon and certain purchased power costs are generally recoverable from OG&E's customers through fuel adjustment clauses. The fuel adjustment clauses are subject to periodic review by the OCC and the APSC. Leases The Registrants evaluate all contracts under ASC 842 to determine if the contract is or contains a lease and to determine classiﬁcaon as an operang or ﬁnance lease. If a lease is idenﬁed, the Registrants recognize a right-of-use asset and a lease liability in their balance sheets. The Registrants recognize and measure a lease liability when they conclude the contract contains an idenﬁed asset that the Registrants control through having the right to obtain substanally all of the economic beneﬁts and the right to direct the use of the idenﬁed asset. The liability is equal to the present value of lease payments, and the asset is based on the liability, subject to adjustment, such as for inial direct costs. Further, the Registrants ulize an incremental borrowing rate for purposes of measuring lease liabilies, if the discount rate is not implicit in the lease. To calculate the incremental borrowing rate, the Registrants start with a current pricing report for their senior unsecured notes, which indicates rates for periods reﬂecve of the lease term, and adjust for the eﬀects of collateral to arrive at the secured incremental borrowing rate. As permied by ASC 842, the Registrants made an accounng policy elecon to not apply the balance sheet recognion requirements to short-term leases and to not separate lease components from non-lease components when recognizing and measuring lease liabilies. For income statement purposes, the Registrants record operang lease expense on a straight-line basis. Income Taxes OGE Energy ﬁles consolidated income tax returns in the U.S. federal jurisdicon and various state jurisdicons. OG&E is a part of the consolidated tax return of OGE Energy. 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 company property have been deferred and will be amorzed to income over the life of the related property. The Registrants use the asset and liability method of accounng for income taxes. Under this method, a deferred tax asset or liability is recognized for the esmated future tax eﬀects aributable to temporary diﬀerences between the ﬁnancial statement basis and the tax basis of assets and liabilies as well as tax credit carry forwards and net operang loss carry forwards. Deferred tax assets and liabilies are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary diﬀerences are expected to be recovered or seled. The eﬀect on deferred tax assets and liabilies of a change in tax rates is recognized in the period of the change. The Registrants recognize interest related to unrecognized tax beneﬁts in Interest Expense and recognize penales in Other Expense in the statements of income. Deferred tax assets are evaluated for future realizaon and reduced by a valuaon allowance to the extent the Registrants believe they will not be realized. 68 Accrued Vacaon The Registrants accrue vacaon pay monthly by establishing a liability for vacaon earned. Vacaon may be taken as earned and is charged against the liability. At the end of each year, the liability represents the amount of vacaon earned but not taken. Related Party Transacons OGE Energy charges operang costs to OG&E based on several factors, and operang costs directly related to OG&E are assigned as such. Operang 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 weighng of payroll, net operang revenues and gross property, plant and equipment. OGE Energy adopted this method as a result of a recommendaon by the OCC Staﬀ and believes this method provides a reasonable basis for allocang common expenses. OGE Energy charged operang costs to OG&E of $148.3 million, $135.5 million and $139.3 million during the years ended December 31, 2023, 2022 and 2021, respecvely. In 2023 and 2021, OG&E declared $500.0 million and $265.0 million of dividends to OGE Energy, respecvely. In 2022, OG&E declared no dividends to OGE Energy. Accumulated Other Comprehensive Income (Loss) The following table presents changes in the components of accumulated other comprehensive income (loss) aributable to OGE Energy during 2023 and 2022. All amounts below are presented net of tax. (In millions) Balance at December 31, 2021 Other comprehensive income (loss) before reclassiﬁcaons Amounts reclassiﬁed from accumulated other comprehensive income (loss) Selement cost Net current period other comprehensive income (loss) Balance at December 31, 2022 Other comprehensive income (loss) before reclassiﬁcaons Amounts reclassiﬁed from accumulated other comprehensive income (loss) Selement cost Net current period other comprehensive income (loss) Balance at December 31, 2023 69 Pension Plan and Restoraon of Rerement Income Plan Postrerement Beneﬁt Plans Net Gain (Loss) Prior Service Cost (Credit) Net Gain (Loss) Prior Service Cost (Credit) Total $ $ (24.9 ) $ (7.6 ) 1.4 13.6 7.4 (17.5 ) 3.3 0.9 1.2 5.4 (12.1 ) $ (1.2 ) $ — 0.2 — 0.2 (1.0 ) — 0.2 — 0.2 (0.8 ) $ 1.1 $ 5.5 — — 5.5 6.6 (0.8 ) (0.1 ) — (0.9 ) 5.7 $ 0.2 $ — (0.2 ) — (0.2 ) — — — — — — $ (24.8 ) (2.1 ) 1.4 13.6 12.9 (11.9 ) 2.5 1.0 1.2 4.7 (7.2 ) The following table presents signiﬁcant amounts reclassiﬁed out of accumulated other comprehensive income (loss) by the respecve line items in net income during the years ended December 31, 2023 and 2022. Details about Accumulated Other Comprehensive Income (Loss) Components (In millions) Amorzaon of Pension Plan and Restoraon of Rerement Income Plan items: Actuarial losses Prior service cost Selement cost Amorzaon of postrerement beneﬁt plans items: Prior service credit Actuarial gains Total reclassiﬁcaons for the period, net of tax Amount Reclassiﬁed from Accumulated Other Comprehensive Income (Loss) Year Ended December 31, 2022 2023 Aﬀected Line Item in OGE Energy's Statements of Income $ $ $ $ $ (1.1 ) $ (0.3 ) (1.6 ) (3.0 ) (0.7 ) (2.3 ) $ — $ 0.2 0.2 0.1 0.1 $ (1.6 ) (A) (0.3 ) (A) (17.9 ) (A) (19.8 ) Income Before Taxes (4.6 ) Income Tax Expense (15.2 ) Net Income 0.3 (A) — (A) 0.3 Income Before Taxes 0.1 Income Tax Expense 0.2 Net Income (2.2 ) $ (15.0 ) Net Income (A) These accumulated other comprehensive income (loss) components are included in the computaon of net periodic beneﬁt cost (see Note 11 for addional informaon). Investment in Unconsolidated Aﬃliates and Related Party Transacons (Enable) On December 2, 2021, Energy Transfer completed its acquision of Enable, and as part of the transacon, Energy Transfer also acquired the general partner interests of Enable from OGE Energy and CenterPoint for cash consideraon. OGE Energy accounted for its investment in Enable as an equity method investment unl the merger with Energy Transfer closed on December 2, 2021. As a result of the transacon, OGE Energy recorded a pre-tax gain of $344.4 million, which contemplates the December 2, 2021 fair value of the Energy Transfer securies, the December 2, 2021 balance of OGE Energy's equity method investment in Enable, the $35.0 million cash payment received as part of the transacon ($5.0 million from Energy Transfer and $30.0 million from CenterPoint), the accumulated other comprehensive loss impact of OGE Energy's share of Enable's interest rate derivave losses and OGE Energy's transacon costs of $8.6 million. Further discussion of the transacon can be found in OGE Energy's 2021 Form 10-K. OGE Energy considered distribuons received from Enable which did not exceed cumulave equity in earnings subsequent to the date of investment to be a return on investment and were classiﬁed as operang acvies in the statements of cash ﬂows. Distribuons received from Enable were $73.4 million during the year ended December 31, 2021. In this Form 10-K, Enable acvity is included for the relevant poron of OGE Energy's 2021 informaon presented through December 2, 2021. The below informaon is provided for prior year context. The following table presents a reconciliaon of OGE Energy's equity in earnings of unconsolidated aﬃliates for the period of January 1, 2021 through December 2, 2021. (In millions) Enable net income used to calculate OGE Energy's equity in earnings OGE Energy's percent ownership at period end OGE Energy's poron of Enable net income Amorzaon of basis diﬀerence and diluon recognion (A) Equity in earnings of unconsolidated aﬃliates (A) Includes loss on diluon, net of proporonal basis diﬀerence recognion. 70 $ $ $ 470.0 25.5 % 119.8 50.0 169.8 Related Party Transacons - OGE Energy and Enable Prior to December 2, 2021, OGE Energy charged operang costs to Enable based on several factors, and operang costs directly related to Enable were assigned as such. Further, OGE Energy and Enable were pares to several agreements whereby OGE Energy provided speciﬁed support services to Enable, such as certain informaon technology, payroll and beneﬁts administraon. Under these agreements, OGE Energy charged operang costs to Enable of $0.3 million for the period of January 1, 2021 through December 2, 2021. OGE Energy also provided rerement beneﬁts and reree health care beneﬁts to employees previously seconded to Enable. OGE Energy billed Enable for reimbursement of $12.2 million in 2021 for employment costs under the former seconding agreement. As of a result of the merger between Enable and Energy Transfer, the seconding agreement was terminated, and those employees were no longer employed by OGE Energy. If lump sum payments were made to those employees previously seconded to Enable, OGE Energy would recognize a selement or curtailment of the pension/reree health care charges, which would increase expense at OGE Energy by $4.1 million. Selement and curtailment charges associated with the employees previously seconded to Enable are not reimbursable to OGE Energy. Related Party Transacons - OG&E and Enable Enable provided gas transportaon services to OG&E pursuant to agreements that granted Enable the responsibility of delivering natural gas to OG&E's generang facilies and performing an imbalance service. Upon the closing of the merger between Enable and Energy Transfer, these contracts were assumed by Energy Transfer. The following table presents summarized related party transacons between OG&E and Enable during the period of January 1, 2021 through December 2, 2021. (In millions) Operang revenues: Electricity to power electric compression assets Fuel, purchased power and direct transmission expense: Natural gas transportaon services Natural gas sales Investment in Equity Securies of Energy Transfer $ $ $ 13.3 32.7 (33.5 ) For the period of December 2, 2021 through September 30, 2022, OGE Energy accounted for its investment in Energy Transfer's equity securies as an equity investment with a readily determinable fair value under ASC 321, "Investments – Equity Securies." As of the end of September 2022, OGE Energy sold all of its 95.4 million Energy Transfer limited partner units, resulng in pre-tax net proceeds of $1,067.2 million. Prior to exing its Energy Transfer investment, OGE Energy presented the Energy Transfer equity securies at fair value in its balance sheet. OGE Energy presented realized gains and losses of the equity securies, as well as dividend income from the investment, within the Other Income (Expense) secon in its 2022 and 2021 statements of income, as appropriate. During the year ended December 31, 2022, OGE Energy recognized a gain of $282.1 million related to its investment in Energy Transfer's equity securies. Due to OGE Energy's sale of all Energy Transfer limited partner units, at December 31, 2022, there was no unrecognized gain or loss related to the investment. For the period between December 2, 2021 and December 31, 2021, OGE Energy had an unrealized loss of $8.6 million related to its investment in Energy Transfer's equity securies. During the year ended December 31, 2022, OGE Energy received distribuons of $34.0 million from Energy Transfer, which are presented within Other Income in OGE Energy's 2022 consolidated statements of income. Reclassiﬁcaons Certain prior year amounts have been reclassiﬁed to conform to current year presentaon. The Registrants changed the classiﬁcaon of removal costs related to long-lived assets in their 2022 and 2021 cash ﬂow statements to conform with current year presentaon. The 2022 and 2021 reclassiﬁcaons of $109.3 million and $83.4 million, respecvely, from Regulatory Liabilies in Net Cash Provided from/Used in Operang Acvies to Cost of Removal and Other in Net Cash Used in Invesng Acvies did not impact previously reported Net Change in Cash and Cash Equivalents. 71 2. Accounng Pronouncements In September 2022, the Financial Accounng Standards Board issued ASU 2022-04, "Liabilies - Supplier Finance Programs (Subtopic 405-50)." The amendments in this update require that a buyer in a supplier ﬁnance program disclose in each annual reporng period: (i) the key terms of the program, including a descripon of the payment terms and assets pledged as security or other forms of guarantees provided for the commied payment to the ﬁnance provider and (ii) the amount outstanding that remains unpaid by the buyer as of year-end, a descripon of where those obligaons are presented in the balance sheet and a rollforward of those obligaons during the annual period. The standard was eﬀecve January 1, 2023, except for the amendment on rollforward informaon, which was eﬀecve January 1, 2024. The Registrants have adopted this standard, which did not result in a material impact on their ﬁnancial statements and related disclosures. In November 2023, the Financial Accounng Standards Board issued ASU 2023-07, "Segment Reporng (Topic 280) Improvements to Reportable Segment Disclosures." The amendments in this update improve ﬁnancial reporng by requiring disclosure of incremental segment informaon on an annual and interim basis. The standard is eﬀecve for ﬁscal years beginning aer December 15, 2023 and interim periods within ﬁscal years beginning aer December 15, 2024. Early adopon is permied. The Registrants are currently evaluang the impact of adopng this standard on their ﬁnancial statements. In December 2023, the Financial Accounng Standards Board issued ASU 2023-09, "Income Taxes (Topic 740) Improvements to Income Tax Disclosures." The amendments in this update require public enes on an annual basis to (i) disclose speciﬁc categories in the rate reconciliaon and (ii) provide addional informaon for reconciling items that meet a quantave threshold. Further, the amendments require enes to disclose on an annual basis income taxes paid (net of refunds received) disaggregated by federal (naonal), state and foreign taxes and to disaggregate the informaon by jurisdicon based on a quantave threshold. The standard is eﬀecve January 1, 2025, and early adopon is permied. The Registrants are currently evaluang the impact of adopng this standard on their ﬁnancial statements. The Registrants believe that other recently adopted and recently issued accounng standards that are not yet eﬀecve do not appear to have a material impact on the Registrants' ﬁnancial posion, results of operaons or cash ﬂows upon adopon. 3. Revenue Recognion The following table presents OG&E's revenues from contracts with customers disaggregated by customer classiﬁcaon. OG&E's operang revenues disaggregated by customer classiﬁcaon can be found in "OG&E (Electric Company) Results of Operaons" within "Item 7. Management's Discussion and Analysis of Financial Condion and Results of Operaons." (In millions) Residenal Commercial Industrial Oilﬁeld Public authories and street light System sales revenues Provision for rate refund Integrated market Transmission Other Revenues from contracts with customers 2023 Year Ended December 31, 2022 2021 1,008.6 $ 674.6 229.6 207.8 228.5 2,349.1 2.0 71.6 143.0 41.6 2,607.3 $ 1,272.6 $ 803.3 317.3 304.3 291.6 2,989.1 (1.2 ) 163.8 131.7 20.8 3,304.2 $ 1,309.1 749.1 323.1 312.8 284.4 2,978.5 — 468.9 140.2 1.1 3,588.7 $ $ 72 4. Leases Based on their evaluaon of all contracts under ASC 842, as described in Note 1, the Registrants concluded they have operang lease obligaons as described below. OG&E Railcar Lease Agreement Eﬀecve February 1, 2024, OG&E renewed its February 1, 2019 railcar lease agreement for 770 rotary gondola railcars to transport coal from Wyoming to OG&E's coal-ﬁred generaon units. Rental payments are charged to fuel expense and are recoverable through OG&E's fuel adjustment clauses. On February 1, 2029, OG&E has the opon to either purchase the railcars at a spulated fair market value or renew the lease. If OG&E chooses not to purchase the railcars or renew the lease agreement, it would be responsible for the diﬀerence between the actual fair value of the railcars and the spulated fair market value, up to a maximum of $3.2 million. OG&E holds an addional railcar lease agreement for 135 rotary gondola railcars to transport coal with a term of October 1, 2022 to December 31, 2025. OG&E Wind Farm Land Lease Agreements OG&E has operang leases related to land for OG&E's Centennial, OU Spirit and Crossroads wind farms with terms of nine to 13 years remaining, depending on the lease. The Centennial lease has rent escalaons which increase annually based on the Consumer Price Index. While lease liabilies are not remeasured as a result of changes to the Consumer Price Index, changes to the Consumer Price Index are treated as variable lease payments and recognized in the period in which the obligaon for those payments was incurred. The OU Spirit and Crossroads leases each have rent escalaons which increase aer ﬁve and 10 years. Although the leases are cancellable, OG&E is required to make annual lease payments as long as the wind turbines are located on the land. OG&E does not expect to terminate the leases unl the wind turbines reach the end of their useful life. Financial Statement Informaon and Maturity Analysis of Lease Liabilies The following tables present amounts recognized for operang leases in the Registrants' statements of income, statements of cash ﬂows and balance sheets and supplemental informaon related to those amounts recognized. (In millions) Operang lease cost Cash paid for amounts included in the measurement of lease liabilies: OGE Energy Year Ended December 31, 2022 2023 2021 OG&E Year Ended December 31, 2022 2023 2021 $ 6.4 $ 5.9 $ 6.3 $ 6.4 $ 5.9 $ 5.7 Operang cash ﬂows for operang leases Right-of-use assets obtained in exchange for new operang lease liabilies $ $ 5.2 $ 5.3 $ 6.3 $ 5.2 $ 5.3 $ — $ 1.5 $ — $ — $ 1.5 $ 5.7 — OGE Energy OG&E (Dollars in millions) Right-of-use assets at period end (A) Operang lease liabilies at period end (B) Operang lease weighted-average remaining lease term (in years) Operang lease weighted-average discount rate (A) (B) Included in Property, Plant and Equipment in the Registrants' balance sheets. Included in Other Deferred Credits and Other Liabilies in the Registrants' balance sheets. December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 30.2 $ 34.8 $ 11.6 4.0 % 30.2 $ 34.8 $ 11.6 4.0 % 25.9 $ 30.5 $ 11.4 4.0 % 25.9 $ 30.5 $ 11.4 4.0 % 73 The following table presents a maturity analysis of the Registrants' operang lease liabilies. Future minimum operang lease payments as of December 31: (In millions) 2024 2025 2026 2027 2028 Thereaer Total future minimum lease payments Less: Imputed interest Present value of net minimum lease payments 5. Fair Value Measurements OGE Energy OG&E $ $ 3.7 $ 3.5 3.0 3.0 3.1 22.6 38.9 8.4 30.5 $ 3.7 3.5 3.0 3.0 3.1 22.6 38.9 8.4 30.5 The classiﬁcaon of the 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 priorizes 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 acve markets for idencal unrestricted assets or liabilies (Level 1) and the lowest priority given to unobservable inputs (Level 3). Financial assets and liabilies are classiﬁed in their enrety 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 acve markets for idencal unrestricted assets or liabilies that are accessible at the measurement date. Level 2 inputs are inputs other than quoted prices in acve markets included within Level 1 that are either directly or indirectly observable at the reporng date for the asset or liability for substanally the full term of the asset or liability. Level 2 inputs include quoted prices for similar assets or liabilies in acve markets and quoted prices for idencal or similar assets or liabilies in markets that are not acve. Level 3 inputs are prices or valuaon techniques for the asset or liability that require inputs that are both signiﬁcant to the fair value measurement and unobservable (i.e., supported by lile or no market acvity). Unobservable inputs reﬂect the reporng enty's own assumpons about the assumpons that market parcipants would use in pricing the asset or liability (including assumpons about risk). The Registrants had no ﬁnancial instruments measured at fair value on a recurring basis at December 31, 2023 and 2022. The following table presents the carrying amount and fair value of the Registrants' ﬁnancial instruments at December 31, 2023 and 2022, as well as the classiﬁcaon level within the fair value hierarchy. December 31 (In millions) Long-term Debt (including Long-term Debt due within one year): OGE Energy Senior Notes OGE Energy Term Loan OG&E Senior Notes OG&E Industrial Authority Bonds Tinker Debt 6. Stock-Based Compensaon 2023 2022 Carrying Amount Fair Value Carrying Amount Fair Value Classiﬁcaon $ $ $ $ $ — $ 49.9 $ 4,146.0 $ 135.4 $ 9.2 $ — $ 50.0 $ 3,922.3 $ 135.4 $ 7.1 $ 499.9 $ 49.8 $ 3,854.2 $ 135.4 $ 9.3 $ 491.2 50.0 3,477.1 135.4 7.3 Level 2 Level 2 Level 2 Level 2 Level 3 In 2022, OGE Energy adopted, and its shareholders approved, the 2022 Stock Incenve Plan. The 2022 Stock Incenve Plan replaced the 2013 Stock Incenve Plan, and no further awards will be granted under the 2013 Stock Incenve Plan. Under the 2022 Stock Incenve Plan, restricted stock, restricted stock units, stock opons, stock appreciaon rights and performance units may be 74 granted to oﬃcers, directors and other key employees of OGE Energy and its subsidiaries, including OG&E. OGE Energy has authorized the issuance of up to 8,417,755 shares under the 2022 Stock Incenve Plan. The following table presents the Registrants' pre-tax compensaon expense and related income tax beneﬁt for the years ended December 31, 2023, 2022 and 2021 related to performance units and restricted stock units for the Registrants' employees. Year Ended December 31 (In millions) Performance units Restricted stock units Total compensaon expense Income tax beneﬁt 2023 OGE Energy 2022 2021 2023 OG&E 2022 2021 $ $ $ 9.3 $ 3.8 13.1 $ 3.2 $ 7.2 $ 2.5 9.7 $ 2.3 $ 7.5 $ 2.3 9.8 $ 2.5 $ 2.2 $ 0.9 3.1 $ 0.7 $ 2.2 $ 0.7 2.9 $ 0.7 $ 1.8 0.4 2.2 0.6 During the year ended December 31, 2021, 154,523 shares of treasury stock were used to sasfy payouts of earned performance units and restricted stock unit grants to the Registrants' employees pursuant to OGE Energy's 2013 Stock Incenve Plan. During the year ended December 31, 2022, OGE Energy issued 27,278 shares of new common stock pursuant to OGE Energy's 2013 Stock Incenve Plan and issued an immaterial amount of treasury stock to sasfy payouts of restricted stock unit grants to the Registrants' employees. During the year ended December 31, 2023, OGE Energy issued 82,321 shares of new common stock pursuant to OGE Energy's 2013 Stock Incenve Plan and issued 2,371 shares of treasury stock to sasfy payouts of earned performance units and restricted stock unit grants to the Registrants' employees. Performance Units Under the Stock Incenve Plan, OGE Energy has issued performance units which represent the value of one share of OGE Energy's common stock. The performance units provide for accelerated vesng if there is a change in control (as deﬁned in the Stock Incenve Plan). Each performance unit is subject to forfeiture if the recipient terminates employment with OGE Energy or a subsidiary prior to the end of the primarily three-year award cycle for any reason other than death, disability or rerement. In the event of death, disability or rerement, a parcipant will receive a prorated payment based on such parcipant's number of full months of service during the award cycle, further adjusted based on the achievement of the performance goals during the award cycle. The Registrants esmate expected forfeitures in accounng for performance unit compensaon expense. The performance units granted are conngently awarded and will be payable in shares of OGE Energy's common stock subject to the condion that the number of performance units, if any, earned by the employees upon the expiraon of a primarily three-year award cycle (i.e., three-year cliﬀ vesng period) is dependent on OGE Energy's total shareholder return ranking relave to a peer group of companies. These performance units are classiﬁed as equity in the balance sheets. If there is no or only a paral payout for the performance units at the end of the award cycle, the unearned performance units are cancelled. Payout requires approval of the Compensaon Commiee of OGE Energy's Board of Directors. Payouts, if any, are all made in common stock and are considered made when the payout is approved by the Compensaon Commiee. The fair value of the performance units was esmated on the grant date using a lace-based valuaon model that factors in informaon, including the expected dividend yield, expected price volality, risk-free interest rate and the probable outcome of the market condion, over the expected life of the performance units. Compensaon expense for the performance units is a ﬁxed amount determined at the grant date fair value and is recognized over the primarily three-year award cycle regardless of whether performance units are awarded at the end of the award cycle. Dividends are accrued on a quarterly basis pending achievement of payout criteria and are included in the fair value calculaons. Expected price volality is based on the historical volality of OGE Energy's common stock for the past three years and is simulated using the Geometric Brownian Moon process. The risk-free interest rate for the performance unit grants is based on the three-year U.S. Treasury yield curve in eﬀect at the me of the grant. The expected life of the units is based on the non-vested period since incepon of the award cycle. There are no post-vesng restricons related to OGE Energy's performance units. The following table presents the number of performance units granted and the assumpons used to calculate the grant date fair value of the performance units. 75 Number of units granted Fair value of units granted Expected dividend yield Expected price volality Risk-free interest rate Expected life of units (in years) Restricted Stock Units 2023 OGE Energy 2022 2021 2023 OG&E 2022 2021 $ 213,442 43.74 $ 4.2 % 31.0 % 4.47 % 2.85 216,437 41.10 $ 4.8 % 29.0 % 1.71 % 2.85 249,909 38.14 $ 4.7 % 29.0 % 0.22 % 2.84 65,069 43.74 $ 4.2 % 31.0 % 4.47 % 2.85 60,923 41.10 $ 4.8 % 29.0 % 1.71 % 2.85 68,720 38.14 4.7 % 29.0 % 0.22 % 2.85 Under the Stock Incenve Plan, OGE Energy has issued restricted stock units to certain exisng non-oﬃcer employees as well as other execuves upon hire to aract and retain individuals to be compeve in the marketplace. The restricted stock units vest primarily in a three-year award cycle (i.e., three-year cliﬀ vesng period). Prior to vesng, each restricted stock unit is subject to forfeiture if the recipient ceases to render substanal services to OGE Energy or a subsidiary. These restricted stock units may not be sold, assigned, transferred or pledged and are subject to a risk of forfeiture. The fair value of the restricted stock units was based on the closing market price of OGE Energy's common stock on the grant date. Compensaon expense for the restricted stock units is a ﬁxed amount determined at the grant date fair value and is recognized as services are rendered by employees over a primarily three-year vesng period. Also, for those restricted stock units that vest in one-third annual increments over a three-year cycle, OGE Energy treats its restricted stock units as mulple separate awards by recording compensaon expense separately for each tranche whereby a substanal poron of the expense is recognized in the earlier years in the requisite service period. Dividends will only be paid on restricted stock unit awards that vest; therefore, only the present value of dividends expected to vest are included in the fair value calculaons. The expected life of the restricted stock units is based on the non-vested period since incepon of the primarily three-year award cycle. There are no post-vesng restricons related to OGE Energy's restricted stock units. The following table presents the number of restricted stock units granted and the grant date fair value. Restricted stock units granted Fair value of restricted stock units granted Performance Units and Restricted Stock Units Acvity 2023 114,926 37.52 $ OGE Energy 2022 116,539 35.72 $ $ 2021 2023 OG&E 2022 2021 89,197 31.11 $ 35,034 37.52 $ 32,804 35.72 $ 22,911 30.91 The following tables present a summary of the acvity for the Registrants' performance units and restricted stock units for the year ended December 31, 2023. The table designated as "OGE Energy" below includes the OG&E standalone acvity, as OGE Energy represents consolidated results. OGE Energy Performance Units Restricted Stock Units (Dollars in millions) Units/shares outstanding at 12/31/22 Granted Converted Vested Forfeited Units/shares outstanding at 12/31/23 Units/shares fully vested at 12/31/23 Number of Units Aggregate Intrinsic Value Number of Shares Aggregate Intrinsic Value 608,375 213,442 (161,690 ) N/A (8,009 ) 652,118 (A) (B) $ $ 234,672 (C) $ 76 3.7 28.8 12.7 189,483 114,926 N/A (76,664 ) (4,599 ) 223,146 N/A $ $ 2.7 7.8 N/A OG&E (Dollars in millions) Units/shares outstanding at 12/31/22 Granted Converted Vested Forfeited Employee migraon Units/shares outstanding at 12/31/23 Performance Units Restricted Stock Units Number of Units Aggregate Intrinsic Value Number of Shares Aggregate Intrinsic Value 170,623 65,069 (44,550 ) N/A (5,889 ) (1,416 ) 183,837 (A) (B) $ (D) $ 1.0 8.0 52,759 35,034 N/A (20,265 ) (2,725 ) (559 ) 64,244 $ $ (D) 0.7 2.2 Units/shares fully vested at 12/31/23 N/A (C) $ (A) For performance units, this represents the target number of performance units granted. Actual number of performance units earned, if any, is 63,506 3.4 N/A dependent upon performance and may range from zero percent to 200 percent of the target. (B) These amounts represent performance units that vested at December 31, 2022, which were seled in February 2023. (C) These amounts represent performance units that vested at December 31, 2023. Actual expected amounts to be paid out in 2024 will diﬀer based on the percentage at which the performance metric was met and are dependent upon Compensaon Commiee approval. (D) Due to certain employees transferring between OG&E and OGE Energy. The following tables present a summary of the acvity for the Registrants' non-vested performance units and restricted stock units for the year ended December 31, 2023. The table designated as "OGE Energy" below includes the OG&E standalone acvity, as OGE Energy represents consolidated results. Performance Units Restricted Stock Units OGE Energy Units/shares non-vested at 12/31/22 Granted Vested Forfeited Units/shares non-vested at 12/31/23 OG&E Units/shares non-vested at 12/31/22 Granted Vested Forfeited Employee migraon Units/shares non-vested at 12/31/23 Number of Units Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value 446,685 213,442 (234,672 ) (8,009 ) 417,446 $ (A) $ $ $ $ 39.53 43.74 38.14 40.66 42.44 189,483 114,926 (76,664 ) (4,599 ) 223,146 $ $ $ $ $ 33.75 37.52 30.95 34.52 36.64 Performance Units Restricted Stock Units Number of Units Weighted-Average Grant Date Fair Value Number of Shares Weighted-Average Grant Date Fair Value 126,073 65,069 (63,506 ) (5,889 ) (1,416 ) 120,331 $ (A) $ $ $ (B) $ $ 39.53 43.74 38.14 40.92 38.36 42.49 52,759 35,034 (20,265 ) (2,725 ) (559 ) 64,244 $ $ $ $ (B) $ $ 33.78 37.52 30.91 35.17 32.25 36.68 (A) For performance units, this represents the target number of performance units granted. Actual number of performance units earned, if any, is dependent upon performance and may range from zero percent to 200 percent of the target. (B) Due to certain employees transferring between OG&E and OGE Energy. 77 Fair Value of Vested Performance Units and Restricted Stock Units The following table presents a summary of the Registrants' fair value for vested performance units and restricted stock units. Year Ended December 31 (In millions) Performance units Restricted stock units Unrecognized Compensaon Cost 2023 OGE Energy 2022 2021 2023 OG&E 2022 2021 $ $ 9.0 $ 2.4 $ 6.2 $ 2.1 $ 8.1 $ 2.2 $ 2.4 $ 0.6 $ 1.7 $ 0.5 $ 2.3 0.5 The following table presents a summary of the Registrants' unrecognized compensaon cost for non-vested performance units and restricted stock units and the weighted-average periods over which the compensaon cost is expected to be recognized. OGE Energy OG&E Unrecognized Compensaon Cost (In millions) $ $ 8.3 3.6 11.9 Weighted Average to be Recognized (In years) Unrecognized Compensaon Cost (In millions) 1.68 $ 1.67 $ 2.4 1.1 3.5 Weighted Average to be Recognized (In years) 1.70 1.69 December 31, 2023 Performance units Restricted stock units Total unrecognized compensaon cost 7. Income Taxes Income Tax Expense (Beneﬁt) The following table presents the components of income tax expense (beneﬁt). Year Ended December 31 (In millions) Provision (beneﬁt) for current income taxes: Federal State Total provision (beneﬁt) for current income taxes Provision (beneﬁt) for deferred income taxes, net: Federal State Total provision (beneﬁt) for deferred income taxes, net Total income tax expense 2023 OGE Energy 2022 2021 2023 OG&E 2022 2021 $ $ 46.1 $ (2.2 ) 43.9 18.1 (5.8 ) 12.3 56.2 $ 250.8 $ 28.8 279.6 (110.8 ) (45.2 ) (156.0 ) 123.6 $ 16.4 $ 1.7 18.1 133.1 (10.0 ) 123.1 141.2 $ 48.9 $ 3.7 52.6 18.8 (2.6 ) 16.2 68.8 $ (141.2 ) $ (0.9 ) (142.1 ) 219.9 (1.4 ) 218.5 76.4 $ (9.0 ) 9.0 — 58.3 (16.5 ) 41.8 41.8 OGE Energy ﬁles consolidated income tax returns in the U.S. federal jurisdicon and various state jurisdicons. OG&E is a part of the consolidated income tax return of OGE Energy. With few excepons, the Registrants are no longer subject to U.S. federal tax or state and local examinaons by tax authories for years prior to 2020. 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 company property have been deferred and will be amorzed to income over the life of the related property. Oklahoma investment tax credits are also earned on investments in electric generang facilies which further reduce OG&E's eﬀecve tax rate. 78 The following table presents a reconciliaon of the statutory tax rates to the eﬀecve income tax rate. Year Ended December 31 Statutory federal tax rate State income taxes, net of federal income tax beneﬁt Stock-based compensaon Execuve compensaon limitaon Amorzaon of net unfunded deferred taxes Federal renewable energy credit (A) Remeasurement of state deferred taxes due to Energy Transfer merger Remeasurement of state deferred tax liabilies 401(k) dividends Other Eﬀecve income tax rate 2023 OGE Energy 2022 2021 2023 OG&E 2022 2021 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % 21.0 % (1.3 ) 0.1 0.2 (7.0 ) — — — (0.3 ) (0.8 ) 11.9 % (1.0 ) — 0.1 (3.2 ) — — (0.6 ) (0.2 ) (0.4 ) 15.7 % 0.9 0.1 0.1 (2.1 ) (2.0 ) (1.1 ) (0.6 ) (0.2 ) — 16.1 % 0.3 — — (6.7 ) — — — — (0.7 ) 13.9 % (0.4 ) — — (5.0 ) — — — — (0.8 ) 14.8 % (1.4 ) — — (4.6 ) (4.4 ) — — — (0.2 ) 10.4 % (A) Represents credits primarily associated with the producon from OG&E's wind farms. The deferred tax provisions are recognized as costs in the ratemaking process by the commissions having jurisdicon over the rates charged by OG&E. The following table presents the components of Deferred Income Taxes at December 31, 2023 and 2022. $ December 31 (In millions) Deferred income tax liabilies, net: Accelerated depreciaon and other property related diﬀerences Regulatory assets Pension Plan Corporate owned life insurance Bond redempon-unamorzed costs Income taxes recoverable from customers, net State tax credits Regulatory liabilies Asset rerement obligaons Postrerement medical and life insurance beneﬁts Accrued liabilies Deferred federal investment tax credits Accrued vacaon Uncollecble accounts Other Total deferred income tax liabilies, net $ OGE Energy OG&E 2023 2022 2023 2022 1,753.8 $ 67.6 21.8 2.6 1.4 (202.7 ) (228.8 ) (54.4 ) (19.7 ) (20.8 ) (13.2 ) (2.7 ) (1.4 ) (0.5 ) (2.2 ) 1,300.8 $ 1,714.5 $ 54.8 18.0 2.4 1.6 (216.7 ) (221.2 ) (60.8 ) (18.8 ) (19.2 ) (11.2 ) (2.9 ) (1.4 ) (0.5 ) (5.1 ) 1,233.5 $ 1,753.8 $ 67.6 37.9 — 1.4 (202.7 ) (213.5 ) (54.4 ) (19.7 ) (14.0 ) (5.5 ) (2.7 ) (1.4 ) (0.4 ) (5.6 ) 1,340.8 $ 1,714.5 54.7 35.4 — 1.6 (216.7 ) (208.5 ) (60.8 ) (18.8 ) (12.7 ) (7.3 ) (2.9 ) (1.1 ) (0.5 ) (5.8 ) 1,271.1 As of December 31, 2023, the Registrants have classiﬁed $14.7 million of unrecognized tax beneﬁts as a reducon of deferred tax assets recorded. Management is currently unaware of any issues under review that could result in signiﬁcant addional payments, accruals or other material deviaon from this amount. The following table presents a reconciliaon of the Registrants' total gross unrecognized tax beneﬁts as of the years ended December 31, 2023, 2022 and 2021. (In millions) Balance at January 1 Tax posions related to current year: Addions Reducons Balance at December 31 2023 2022 2021 $ 20.7 $ 22.4 $ 7.9 — 28.6 $ — (1.7 ) 20.7 $ $ 21.9 1.7 (1.2 ) 22.4 79 The Registrants recognize tax beneﬁts from an uncertain tax posion only if it is more likely than not the tax posion will be sustained on examinaon by taxing authories based on the technical merits of the posion. The tax beneﬁts in the ﬁnancial statements from such posions are then measured based on the largest beneﬁt that has a greater than 50 percent likelihood of being realized on selement. In 2023, the Registrants recorded a $7.9 million reserve related to a state tax posion taken associated with the sale of Energy Transfer units. Where applicable, the Registrants classify income tax-related interest and penales as interest expense and other expense, respecvely. During the years ended December 31, 2023, 2022 and 2021, there were no income tax-related interest or penales recorded with regard to uncertain tax posions. As of December 31, 2023, 2022 and 2021, there were $22.6 million, $16.4 million and $18.1 million, respecvely, of unrecognized tax beneﬁts that, if recognized, would aﬀect the annual eﬀecve tax rate. The following table presents a summary of the Registrants' tax credits carried forward as deferred tax assets. Under current law, the Registrants expect future taxable income will be suﬃcient to ulize all credits before they begin to expire aer 2028. (In millions) State tax credits: Oklahoma investment tax credits Oklahoma capital investment board credits Oklahoma zero emission tax credits N/A - not applicable OGE Energy OG&E Carry Forward Amount Deferred Tax Asset Carry Forward Amount Deferred Tax Asset Earliest Expiraon Date $ $ $ 259.1 $ 12.8 $ 16.0 $ 204.7 $ 12.8 $ 11.3 $ 239.8 $ 12.8 $ 16.0 $ 189.4 12.8 11.3 N/A N/A 2028 In connecon with its investment in Energy Transfer during 2022, OGE Energy ancipated operang losses in various state jurisdicons. As discussed in Note 1, OGE Energy has fully disposed of its investment in Energy Transfer, and it does not expect future taxable income in these states. Therefore, as of December 31, 2022, OGE Energy recorded a valuaon allowance of $2.7 million, which eliminated the related deferred tax asset balance. During 2023, OGE Energy received ﬁnal informaon which resulted in taxable income instead of operang losses for tax year 2022. The valuaon allowance originally recorded in 2022 was eliminated when the ﬁnal 2022 tax returns were ﬁled in 2023. 8. Common Equity OGE Energy Automac Dividend Reinvestment and Stock Purchase Plan OGE Energy issued no new shares of common stock under its Automac Dividend Reinvestment and Stock Purchase Plan in 2023. Under the terms of the Automac Dividend Reinvestment and Stock Purchase Plan, OGE Energy may, from me to me, issue new shares to sasfy purchases under the plan or have shares purchased on the open market. At December 31, 2023, there were 4,899,178 shares of unissued common stock reserved for issuance under OGE Energy's Automac Dividend Reinvestment and Stock Purchase Plan. 80 Earnings Per Share Basic earnings per share is calculated by dividing net income aributable to OGE Energy by the weighted-average number of OGE Energy's common shares outstanding during the period. In the calculaon of diluted earnings per share, weighted-average shares outstanding are increased for addional shares that would be outstanding if potenally diluve securies were converted to common stock. Potenally diluve securies for OGE Energy consist of performance units and restricted stock units. The following table presents the calculaon of basic and diluted earnings per share for OGE Energy. (In millions except per share data) Net income Average common shares outstanding: 416.8 $ 665.7 $ 737.3 2021 2023 2022 $ Basic average common shares outstanding Eﬀect of diluve securies: Conngently issuable shares (performance and restricted stock units) Diluted average common shares outstanding Basic earnings per average common share Diluted earnings per average common share An-diluve shares excluded from earnings per share calculaon 200.3 200.2 0.6 200.9 2.08 $ 2.07 $ — 0.6 200.8 3.33 $ 3.32 $ — 200.1 0.2 200.3 3.68 3.68 — $ $ Dividend Restricons OGE Energy's Cerﬁcate of Incorporaon places restricons on the amount of common stock dividends it can pay when preferred stock is outstanding. Before OGE Energy can pay any dividends on its common stock, the holders of any of its preferred stock that may be outstanding are entled to receive their dividends at the respecve rates as may be provided for the shares of their series. As there is no preferred stock outstanding, that restricon did not place any eﬀecve limit on OGE Energy's ability to pay dividends to its shareholders. OGE Energy ulizes dividends from OG&E to pay dividends to its shareholders. Pursuant to the leverage restricon in OGE Energy's revolving credit agreement, OGE Energy must maintain a percentage of debt to total capitalizaon at a level that does not exceed 70 percent. The payment of cash dividends indirectly results in an increase in the percentage of debt to total capitalizaon, which results in the restricon of approximately $930.9 million of OGE Energy's retained earnings from being paid out in dividends. Accordingly, approximately $2.4 billion of OGE Energy's retained earnings as of December 31, 2023 are unrestricted for the payment of dividends. OG&E There were no new shares of OG&E common stock issued in 2023, 2022 or 2021. Dividend Restricons Pursuant to the Federal Power Act, OG&E is restricted from paying dividends from its capital accounts. Dividends are paid from retained earnings. Pursuant to the leverage restricon in OG&E's revolving credit agreement, OG&E must maintain a percentage of debt to total capitalizaon at a level that does not exceed 65 percent. The payment of cash dividends indirectly results in an increase in the percentage of debt to total capitalizaon, which results in the restricon of approximately $733.3 million of OG&E's retained earnings from being paid out in dividends. Accordingly, approximately $2.7 billion of OG&E's retained earnings as of December 31, 2023 are unrestricted for the payment of dividends. 9. Long-Term Debt A summary of the Registrants' long-term debt is included in the statements of capitalizaon. At December 31, 2023, the Registrants were in compliance with all of their debt agreements. Maturies of OGE Energy's consolidated long-term debt during the next ﬁve years consist of $129.4 million in 2025, $181.0 million in 2027 and $500.0 million in 2028. Maturies of OG&E's long-term debt during the next ﬁve years consist of $79.4 million in 2025, $181.0 million in 2027 and $500.0 million in 2028. All other long-term debt of the Registrants matures aer 2028. 81 The Registrants have previously incurred costs related to debt reﬁnancing. Unamorzed loss on reacquired debt is classiﬁed as a Non-Current Regulatory Asset in the balance sheets. Unamorzed debt expense and unamorzed premium and discount on long-term debt are classiﬁed as Long-Term Debt in the balance sheets and are being amorzed over the life of the respecve debt. In January 2023, OG&E issued $450.0 million of 5.40 percent Senior Notes due January 15, 2033, and in April 2023, OG&E issued $350.0 million of 5.60 percent Senior Notes due April 1, 2053. The proceeds from these issuances were added to OG&E's general funds to be used for general corporate purposes, including to help fund the repayment of its $500.0 million 0.553 percent Senior Notes that matured on May 26, 2023 and the funding of its capital investment program and working capital needs. OGE Energy has a $100.0 million ﬂoang rate unsecured three-year credit agreement, of which $50.0 million is considered a revolving loan and $50.0 million is considered a term loan. For the year ended December 31, 2023, the interest rate for the $50.0 million drawn on the term loan under this credit agreement ranged from 5.375 percent to 6.375 percent. For addional informaon related to this credit agreement, see Note 10. In 2021, OGE Energy issued $500.0 million of 0.703 percent Senior Notes, and OG&E issued $500.0 million of 0.553 percent Senior Notes. The Registrants repaid each of the $500.0 million Senior Notes that matured on May 26, 2023. OG&E Industrial Authority Bonds OG&E has tax-exempt polluon control bonds with oponal redempon provisions that allow the holders to request repayment of the bonds on any business day. The following table presents informaon about these bonds, which can be tendered at the opon of the holder during the next 12 months. Series Date Due 1.85% — 1.85% — 1.85% — 4.75% Garﬁeld Industrial Authority, January 1, 2025 4.60% Muskogee Industrial Authority, January 1, 2025 4.75% Muskogee Industrial Authority, June 1, 2027 Total (redeemable during next 12 months) Amount (In millions) $ $ 47.0 32.4 56.0 135.4 All of these bonds are subject to an oponal 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 noce to the tender agent stang the principal amount of the bond, payment instrucons for the purchase price and the business day the bond is to be purchased. The repayment opon may only be exercised by the holder of a bond for the principal amount. When a tender noce has been received by the trustee, a third- party remarkeng agent for the bonds will aempt 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 remarkeng agent has successfully remarketed all tendered bonds. If the remarkeng 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 Debt in the balance sheets. OG&E believes that it has suﬃcient liquidity to meet these obligaons. 10. Short-Term Debt and Credit Facilies The Registrants borrow on a short-term basis, as necessary, by the issuance of commercial paper and by borrowings under their revolving credit agreements. OGE Energy also borrows under term credit agreements maturing in one year or less, as necessary. The following table presents informaon regarding the Registrants' revolving credit agreements at December 31, 2023. Enty Aggregate Commitment Amount Outstanding (A) Weighted-Average Interest Rate Expiraon OGE Energy (B) OGE Energy (C) OG&E (D)(E) Total $ $ (In millions) 550.0 $ 50.0 550.0 1,150.0 $ 499.2 — 0.4 499.6 5.78 %(F) — (F) 1.20 %(F) 5.77 % December 18, 2028 (G) May 24, 2025 December 18, 2028 (G) (A) Includes direct borrowings under the revolving credit agreements, commercial paper borrowings and leers of credit at December 31, 2023. 82 (B) This bank facility is available to back up OGE Energy's commercial paper borrowings and to provide revolving credit borrowings. This bank facility can also be used as a leer of credit facility. (C) OGE Energy has a $100.0 million ﬂoang rate unsecured three-year credit agreement, of which $50.0 million is considered a revolving loan and $50.0 million is considered a term loan. The credit agreement, under certain circumstances, may be increased to a maximum commitment limit of $135.0 million and includes a maximum leverage rao of 0.65 to 1.0. The other covenants under this credit agreement are substanally the same as OGE Energy's exisng $550.0 million revolving credit agreement. (D) 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 leer of credit facility. (E) OG&E has an intercompany borrowing agreement with OGE Energy whereby OG&E has access to up to $450.0 million of OGE Energy's revolving credit amount. This agreement has a terminaon date of December 18, 2028. At December 31, 2023, there was $85.1 million in intercompany borrowings under this agreement. At December 31, 2023, OG&E had $147.7 million in advances from parent. (F) Represents the weighted-average interest rate for the outstanding borrowings under the revolving credit agreements, commercial paper borrowings and (G) leers of credit. In December 2022, the Registrants entered into an amendment to their credit facility that gave each of the Registrants the opon of extending such commitments for up to two addional one-year periods. On December 18, 2023, the Registrants ulized the ﬁrst extension opon for an addional one- year period extending the term unl December 2028. OGE Energy's credit facility has a ﬁnancial covenant requiring that OGE Energy maintains a maximum debt to capitalizaon rao of 70 percent, as deﬁned in such facility. OG&E's credit facility has a ﬁnancial covenant requiring that OG&E maintains a maximum debt to capitalizaon rao of 65 percent, as deﬁned in such facility. The Registrants' facilies each also contain covenants which restrict the respecve borrower and certain of its subsidiaries in respect of, among other things, mergers and consolidaons, sales of all or substanally all assets, incurrence of liens and transacons with aﬃliates. The Registrants' facilies are each subject to acceleraon upon the occurrence of any default, including, among others, payment defaults on such facilies, breach of representaons, warranes and covenants, acceleraon of indebtedness (other than intercompany and non-recourse indebtedness) of $100.0 million or more in the aggregate, change of control (as deﬁned in each such facility), nonpayment of uninsured judgments in excess of $100.0 million and the occurrence of certain Employee Rerement Income Security Act and bankruptcy events, subject where applicable to speciﬁed cure periods. The Registrants' ability to access the commercial paper market could be adversely impacted by a credit rangs downgrade or major market disrupons. Pricing grids associated with the Registrants' credit facilies could cause annual fees and borrowing rates to increase if an adverse rang impact occurs. The impact of any future downgrade could include an increase in the costs of the Registrants' short-term borrowings, but a reducon in the Registrants' credit rangs would not result in any defaults or acceleraons. Any future downgrade could also lead to higher long-term borrowing costs and, if below investment grade, would require the Registrants to post collateral or leers 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 $1.0 billion in short-term borrowings at any one me for a two-year period beginning January 1, 2023 and ending December 31, 2024. 11. Rerement Plans and Postrerement Beneﬁt Plans OGE Energy sponsors deﬁned beneﬁt pension plans, 401(k) savings plans and other postrerement plans covering certain employees of the Registrants. Pension Plan and Restoraon of Rerement Income Plan OGE Energy periodically makes contribuons to the Pension Plan considering informaon such as net periodic pension expense and funded status from OGE Energy's actuarial consultants. Such contribuons are intended to provide not only for beneﬁts aributed to service to date but also for those expected to be earned in the future. OGE Energy did not make a contribuon to its Pension Plan during 2023 and 2022 but does expect to make a $10.0 million contribuon to its Pension Plan in 2024. Any addional contribuon to the Pension Plan during 2024 would be a discreonary contribuon, ancipated to be in the form of cash, and is not required to sasfy the minimum regulatory funding requirement speciﬁed by the Employee Rerement Income Security Act of 1974, as amended. OGE Energy could be required to make addional contribuons if the value of its pension trust and postrerement beneﬁt plan trust assets are adversely impacted by a major market disrupon in the future. 83 In accordance with ASC Topic 715, "Compensaon - Rerement Beneﬁts," a one-me selement charge is required to be recorded by an organizaon when lump sum payments or other selements that relieve the organizaon from the responsibility for the pension beneﬁt obligaon during the plan year exceed the service cost and interest cost components of the organizaon's net periodic pension cost. During 2023, 2022 and 2021, the Registrants experienced an increase in both the number of employees elecng to rere and the amount of lump sum payments paid to such employees upon rerement, which resulted in the Registrants recording pension plan selement charges as presented in the Pension Plan net periodic beneﬁt cost tables below. The pension selement charges did not require a cash outlay by the Registrants and did not increase total pension expense over me, as the charges were an acceleraon of costs that otherwise would be recognized as pension expense in future periods. OGE Energy provides a Restoraon of Rerement Income Plan to those parcipants in OGE Energy's Pension Plan whose beneﬁts are subject to certain limitaons of the Code. Parcipants in the Restoraon of Rerement Income Plan receive the same beneﬁts that they would have received under OGE Energy's Pension Plan in the absence of limitaons imposed by the federal tax laws. The Restoraon of Rerement Income Plan is intended to be an unfunded plan. OG&E's employees parcipate in OGE Energy's Pension Plan and Restoraon of Rerement Income Plan. Obligaons and Funded Status The details of the funded status of OGE Energy's Pension Plan, the Restoraon of Rerement Income Plan and the postrerement beneﬁt plans and the amounts included in the balance sheets for 2023 and 2022 are included in the following tables. These amounts have been recorded in Accrued Beneﬁt Obligaons with the oﬀset in Accumulated Other Comprehensive Loss (except OG&E's poron, which is recorded as a regulatory asset as discussed in Note 1) in the balance sheets. The amounts in Accumulated Other Comprehensive Loss and those recorded as a regulatory asset represent a net periodic beneﬁt cost to be recognized in the statements of income in future periods. The beneﬁt obligaon for OGE Energy's Pension Plan and the Restoraon of Rerement Income Plan represents the projected beneﬁt obligaon, while the beneﬁt obligaon for the postrerement beneﬁt plans represents the accumulated postrerement beneﬁt obligaon. The accumulated postrerement beneﬁt obligaon for OGE Energy's Pension Plan and Restoraon of Rerement Income Plan diﬀers from the projected beneﬁt obligaon in that the former includes no assumpon about future compensaon levels. 84 OGE Energy OG&E Pension Plan Restoraon of Rerement Income Plan Pension Plan Restoraon of Rerement Income Plan 2023 2022 2023 2022 2023 2022 2023 2022 $ $ $ $ $ 358.5 $ 5.4 15.9 (62.8 ) 0.8 (14.1 ) 303.7 $ 293.0 $ 27.6 — (62.8 ) (14.1 ) 243.7 $ (60.0 ) $ 502.9 $ 7.6 15.7 (95.8 ) (56.9 ) (15.0 ) 358.5 $ 486.0 $ (82.2 ) — (95.8 ) (15.0 ) 293.0 $ (65.5 ) $ 5.8 $ 1.0 0.3 (1.4 ) (0.2 ) — 5.5 $ — $ — 1.4 (1.4 ) — — $ (5.5 ) $ 5.9 $ 1.1 0.2 (1.5 ) 0.1 — 5.8 $ — $ — 0.2 (0.2 ) — — $ (5.8 ) $ 288.5 $ 4.4 12.6 (57.7 ) 2.7 (11.9 ) 238.6 $ 238.9 $ 22.1 — (57.7 ) (11.9 ) 191.4 $ (47.2 ) $ 363.2 $ 6.2 12.1 (38.8 ) (41.3 ) (12.9 ) 288.5 $ 353.0 $ (62.4 ) — (38.8 ) (12.9 ) 238.9 $ (49.6 ) $ 0.5 $ — — (0.7 ) 0.2 — — $ — $ — 0.7 (0.7 ) — — $ — $ 0.5 — — — — — 0.5 — — — — — — (0.5 ) $ 289.5 $ 342.7 $ 4.9 $ 4.8 $ 226.5 $ 275.2 $ — $ 0.4 December 31 (In millions) Change in beneﬁt obligaon Beginning obligaons Service cost Interest cost Plan selements Actuarial losses (gains) Beneﬁts paid Ending obligaons Change in plans' assets Beginning fair value Actual return on plans' assets Employer contribuons Plan selements Beneﬁts paid Ending fair value Funded status at end of year Accumulated postrerement beneﬁt obligaon For the year ended December 31, 2023, actuarial losses were primarily due to more lump sum payouts than expected, parally oﬀset by demographic experience. For the year ended December 31, 2022, Pension Plan actuarial gains were primarily due to signiﬁcantly higher discount rates, parally oﬀset by demographic experience and a larger than expected amount of early 2023 lump sum payouts. December 31 (In millions) Change in beneﬁt obligaon Beginning obligaons Service cost Interest cost Parcipants' contribuons Actuarial losses (gains) Beneﬁts paid Ending obligaons Change in plans' assets Beginning fair value Actual return on plans' assets Employer contribuons Parcipants' contribuons Beneﬁts paid Ending fair value Funded status at end of year OGE Energy Postrerement Beneﬁt Plans OG&E Postrerement Beneﬁt Plans 2023 2022 2023 2022 101.9 $ 0.1 5.2 3.4 4.9 (12.2 ) 103.3 $ 32.8 $ 1.9 6.8 3.4 (12.2 ) 32.7 $ (70.6 ) $ 137.3 $ 0.2 3.5 3.5 (29.1 ) (13.5 ) 101.9 $ 44.3 $ (8.2 ) 6.7 3.5 (13.5 ) 32.8 $ (69.1 ) $ 76.4 $ 0.1 3.9 2.4 4.0 (9.5 ) 77.3 $ 29.8 $ 1.7 5.2 2.4 (9.5 ) 29.6 $ (47.7 ) $ 102.4 0.1 2.7 2.4 (21.0 ) (10.2 ) 76.4 39.9 (7.4 ) 5.1 2.4 (10.2 ) 29.8 (46.6 ) $ $ $ $ $ 85 Net Periodic Beneﬁt Cost The following tables present the net periodic beneﬁt cost components, before consideraon of capitalized amounts, of OGE Energy's Pension Plan, Restoraon of Rerement Income Plan and postrerement beneﬁt plans that are included in the ﬁnancial statements. Service cost is presented within Other Operaon and Maintenance Expense, and the remaining net periodic beneﬁt cost components as listed in the following tables are presented within Other Net Periodic Beneﬁt Income (Expense) in the statements of income. OG&E recovers speciﬁc amounts of pension and postrerement medical costs in rates approved in its Oklahoma rate reviews. In accordance with approved orders, OG&E defers the diﬀerence between actual pension and postrerement 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 liabilies table in Note 1 and within Other Net Periodic Beneﬁt Income (Expense) in the statements of income. $ OGE Energy Year Ended December 31 (In millions) Service cost Interest cost Expected return on plan assets Amorzaon of net loss Amorzaon of unrecognized prior service cost (A) Selement cost Total net periodic beneﬁt cost Less: Amount paid by unconsolidated aﬃliates Net periodic beneﬁt cost $ Pension Plan Restoraon of Rerement Income Plan 2023 2022 2021 2023 2022 2021 5.4 $ 15.9 (16.2 ) 8.0 — 21.8 34.9 — 34.9 $ 7.6 $ 15.7 (25.4 ) 8.9 — 30.6 37.4 — 37.4 $ 11.2 $ 13.3 (34.1 ) 9.4 — 41.3 41.1 (0.2 ) 41.3 $ 1.0 $ 0.3 — — 0.3 0.5 2.1 — 2.1 $ 1.1 $ 0.2 — 0.2 0.2 0.3 2.0 — 2.0 $ 0.8 0.1 — 0.2 0.1 2.1 3.3 0.1 3.2 (A) Unamorzed prior service cost is amorzed on a straight-line basis over the average remaining service period to the ﬁrst eligibility age of parcipants who are expected to receive a beneﬁt and are acve at the date of the plan amendment. OG&E Year Ended December 31 (In millions) Service cost Interest cost Expected return on plan assets Amorzaon of net loss Selement cost $ Total net periodic beneﬁt cost Plus: Amount allocated from OGE Energy Net periodic beneﬁt cost $ Pension Plan Restoraon of Rerement Income Plan 2023 2022 2021 2023 2022 2021 4.4 $ 12.6 (12.9 ) 6.9 20.4 31.4 3.0 34.4 $ 6.2 $ 12.1 (19.6 ) 7.4 12.9 19.0 5.2 24.2 $ 7.7 $ 9.7 (24.7 ) 7.0 33.1 32.8 6.5 39.3 $ — $ — — — 0.4 0.4 1.7 2.1 $ — $ — — — — — 1.5 1.5 $ — — — 0.1 1.6 1.7 1.5 3.2 In addion to the net periodic beneﬁt cost amounts recognized, as presented in the table above, for the Pension and Restoraon of Rerement Income Plans in 2023, 2022 and 2021, the Registrants recognized the following: Year Ended December 31 (In millions) Change in pension expense to maintain allowed recoverable amount in Oklahoma jurisdicon (A) Deferral of pension expense related to pension selement charges included in the above line item: Oklahoma jurisdicon (A) Arkansas jurisdicon (A) $ $ $ 2023 2022 2021 33.3 $ 15.2 $ 23.0 20.1 $ 1.9 $ 15.4 $ 1.4 $ 37.9 3.5 (A) Included in the pension regulatory asset in each jurisdicon, as indicated in the regulatory assets and liabilies table in Note 1. 86 Year Ended December 31 (In millions) Service cost Interest cost Expected return on plan assets Amorzaon of net loss Amorzaon of unrecognized prior service cost (A) Total net periodic beneﬁt cost (income) Less: Amount paid by unconsolidated aﬃliates (B) Plus: Amount allocated from OGE Energy (B) OGE Energy Postrerement Beneﬁt Plans 2022 2023 2021 $ 0.1 $ 5.2 (1.7 ) (0.2 ) — 3.4 — 0.2 $ 3.5 (1.8 ) 1.5 (3.8 ) (0.4 ) — 0.2 $ 3.4 (1.8 ) 2.8 (6.9 ) (2.3 ) (0.5 ) Net periodic beneﬁt cost (income) $ 3.4 $ (0.4 ) $ (1.8 ) $ OG&E Postrerement Beneﬁt Plans 2022 2023 2021 0.1 $ 3.9 (1.6 ) — — 2.4 0.5 2.9 $ 0.1 $ 2.7 (1.6 ) 1.5 (3.6 ) (0.9 ) — (0.9 ) $ 0.1 2.6 (1.7 ) 2.7 (5.0 ) (1.3 ) (0.5 ) (1.8 ) (A) Unamorzed prior service cost is amorzed on a straight-line basis over the average remaining service period to the ﬁrst eligibility age of parcipants who are expected to receive a beneﬁt and are acve at the date of the plan amendment. "Amount paid by unconsolidated aﬃliates" is only applicable to OGE Energy. "Amount allocated from OGE Energy" is only applicable to OG&E. (B) In addion to the net periodic beneﬁt cost or income amounts recognized, as presented in the table above, for the postrerement beneﬁt plans in 2023, 2022 and 2021, the Registrants recognized the following: Year Ended December 31 (In millions) Change in postrerement expense to maintain allowed recoverable amount in Oklahoma jurisdicon (A) (A) $ Included in the pension regulatory asset, as indicated in the regulatory assets and liabilies table in Note 1. 2023 2022 2021 4.4 $ 0.6 $ (0.4 ) The following table presents the amount of net periodic beneﬁt cost capitalized and aributable to each of the Registrants for OGE Energy's Pension Plan and postrerement beneﬁt plans in 2023, 2022 and 2021. (In millions) Capitalized poron of net periodic pension beneﬁt cost $ Capitalized poron of net periodic postrerement beneﬁt cost $ 2023 OGE Energy 2022 2021 2023 OG&E 2022 2021 2.2 $ 0.1 $ 3.0 $ 0.2 $ 3.4 $ 0.2 $ 1.9 $ 0.1 $ 2.5 $ 0.1 $ 2.9 0.1 87 Rate Assumpons Year Ended December 31 Assumpons to determine beneﬁt obligaons: Discount rate Rate of compensaon increase Interest creding rate Assumpons to determine net periodic beneﬁt cost: Discount rate Expected return on plan assets Rate of compensaon increase Interest creding rate N/A - not applicable Pension Plan and Restoraon of Rerement Income Plan 2021 2022 2023 Postrerement Beneﬁt Plans 2022 2021 2023 5.40 % 4.20 % 3.50 % 5.45 % 7.00 % 4.20 % 3.50 % 5.45 % 4.20 % 3.50 % 4.01 % 7.00 % 4.20 % 3.50 % 2.75 % 4.20 % 3.50 % 2.63 % 7.00 % 4.20 % 3.50 % 5.35 % N/A N/A 5.40 % 4.00 % N/A N/A 5.40 % N/A N/A 2.80 % 4.00 % N/A N/A 2.80 % N/A N/A 2.45 % 4.00 % N/A N/A The discount rate used to compute the present value of plan liabilies is based generally on rates of high-grade corporate bonds with maturies similar to the average period over which beneﬁts will be paid. The discount rate used to determine net beneﬁt cost for the current year is the same discount rate used to determine the beneﬁt obligaon as of the previous year's balance sheet date, unless a plan selement occurs during the current year that requires an updated discount rate for net periodic cost measurement. For 2023 and 2022, the Pension Plan discount rates used to determine net periodic beneﬁt cost are disclosed on a weighted-average basis. The overall expected rate of return on plan assets assumpon is used in determining net periodic beneﬁt cost. The rate of return on plan assets assumpon is the average long-term rate of earnings expected on the funds currently invested and to be invested for the purpose of providing beneﬁts speciﬁed by the Pension Plan or postrerement beneﬁt plans. This assumpon is reexamined at least annually and updated as necessary. The rate of return on plan assets assumpon reﬂects a combinaon of historical return analysis, forward-looking return expectaons and the plans' current and expected asset allocaon. The assumed health care cost trend rates have a signiﬁcant eﬀect on the amounts reported for postrerement medical beneﬁt plans. Future health care cost trend rates are assumed to be 6.75 percent in 2024 with the rates trending downward to 4.50 percent by 2033. Pension Plan Pension Plan Investments, Policies and Strategies The Pension Plan assets are held in a trust which follows an investment policy and strategy designed to reduce the funded status volality of the Plan by ulizing liability driven invesng. The purpose of liability-driven invesng is to structure the asset porolio to more closely resemble the pension liability and thereby more eﬀecvely hedge against changes in the liability. The investment policy follows a glide path approach that shis a higher porolio weighng to ﬁxed income as the Plan's funded status increases. The following table presents the targeted ﬁxed income and equity allocaons at diﬀerent funded status levels. Projected Beneﬁt Obligaon Funded Status Thresholds Fixed income Equity Total <90% 50% 50% 100% 95% 58% 42% 100% 100% 65% 35% 100% 105% 73% 27% 100% 110% 80% 20% 100% 115% 85% 15% 100% 120% 90% 10% 100% 88 Within the porolio's overall allocaon to equies, the funds are allocated according to the guidelines in the following table. Minimum 35% 5% 5% 10% Target Allocaon 40% 15% 25% 20% Domesc Large Cap Equity Domesc Mid-Cap Equity Domesc Small-Cap Equity Internaonal Equity Asset Class Maximum 60% 25% 30% 30% OGE Energy has retained an investment consultant responsible for the general investment oversight, analysis, monitoring investment guideline compliance and providing quarterly reports to certain of the Registrants' members and OGE Energy's Investment Commiee. The various investment managers used by the trust operate within the general operang objecves as established in the investment policy and within the speciﬁc guidelines established for each investment manager's respecve porolio. The porolio is rebalanced at least on an annual basis to bring the asset allocaons of various managers in line with the target asset allocaon listed above. More frequent rebalancing may occur if there are dramac price movements in the ﬁnancial markets which may cause the trust's exposure to any asset class to exceed or fall below the established allowable guidelines. To evaluate the progress of the porolio, investment performance is reviewed quarterly. It is, however, expected that performance goals will be met over a full market cycle, normally deﬁned as a three- to ﬁve-year period. Analysis of performance is within the context of the prevailing investment environment and the advisors' investment style. The goal of the trust is to provide a rate of return consistently from three percent to ﬁve percent over the rate of inﬂaon (as measured by the naonal Consumer Price Index) on a fee adjusted basis over a typical market cycle of no less than three years and no more than ﬁve years. Each investment manager is expected to outperform its respecve benchmark. 89 The following table presents a list of each asset class ulized with appropriate comparave benchmark(s) each manager is evaluated against and the focus of the asset class. Asset Class Acve Duraon Fixed Income (A) (B) Comparave Benchmark(s) Bloomberg Barclays Aggregate Long Duraon Fixed Income (A)(B) Duraon blended Barclays Long Government/Credit & Barclays Universal Equity Index (B)(C) Mid-Cap Equity (B)(C) Standard & Poor's 500 Index Russell Midcap Index Russell Midcap Value Index Small-Cap Equity (B)(C) Internaonal Equity (D) Russell 2000 Index Russell 2000 Value Index Morgan Stanley Capital Internaonal ACWI ex- U.S. Focus of Asset Class - Maximize risk-adjusted performance while providing long bond exposure managed according to the manager's forecast on interest rates. - All invested assets must reach at or above Baa3 or BBB- investment grade. - Limited ﬁve percent exposure to any single issuer, except the U.S. Government or aﬃliates. - Maximize risk-adjusted performance. - At least 75 percent of invested assets must reach at or above Baaa3 or BBB- investment grade. - Limited ﬁve percent exposure to any single issuer, except the U.S. Government or aﬃliates. - May invest up to 10 percent of the market value in converble bonds as long as quality guidelines are met. - May invest up to 15 percent of the market value in private placement, including 144A securies with or without registraon rights and allow for futures to be traded in the porolio. - Focus on replicang the performance of the S&P 500 Index. - Focus on undervalued stocks expected to earn average return and pay out higher than average dividends. - Invest in companies with market capitalizaons lower than average company on public exchanges: - Price/earnings rao at or near referenced - Small dividend yield and return on equity at or near referenced index; and - Earnings per share growth rate at or near referenced index. - Invest in non-dollar denominated equity securies. - Diversify the overall trust investments. Investment grades are by Moody's Investors Service, S&P Global Rangs or Fitch Rangs. (A) (B) The purchase of any of OGE Energy's equity, debt or other securies is prohibited. (C) No more than ﬁve percent can be invested in any one stock at the me of purchase and no more than 10 percent aer accounng for price appreciaon. Opons or ﬁnancial futures may not be purchased unless prior approval from OGE Energy's Investment Commiee is received. The purchase of securies on margin, securies lending, private placement purchases and venture capital purchases are prohibited. The aggregate posions in any company may not exceed one percent of the fair market value of its outstanding stock. (D) The manager of this asset class is required to operate under certain restricons including regional constraints, diversiﬁcaon requirements and percentage of U.S. securies. All securies are freely traded on a recognized stock exchange, and there are no over-the-counter derivaves. The following investment categories are excluded: opons (other than traded currency opons), commodies, futures (other than currency futures or currency hedging), short sales/margin purchases, private placements, unlisted securies and real estate (but not real estate shares). 90 Pension Plan Investments The following tables present the Pension Plan's investments that are measured at fair value on a recurring basis at December 31, 2023 and 2022. There were no Level 3 investments held by the Pension Plan at December 31, 2023 and 2022. (In millions) Common stocks U.S. Treasury notes and bonds (B) Mortgage- and asset-backed securies Corporate ﬁxed income and other securies Commingled fund (C) Foreign government bonds U.S. municipal bonds Money market fund Mutual funds Preferred stocks U.S. Treasury futures: Cash collateral Forward contracts: Receivable (foreign currency) Total Pension Plan investments Interest and dividends receivable Receivable from broker for securies sold Payable to broker for securies purchased Total OGE Energy Pension Plan assets Pension Plan investments aributable to aﬃliates Total OG&E Pension Plan assets (In millions) Common stocks U.S. Treasury notes and bonds (B) Mortgage- and asset-backed securies Corporate ﬁxed income and other securies Commingled fund (C) Foreign government bonds U.S. municipal bonds Money market fund Mutual fund Preferred stocks U.S. Treasury futures: Cash collateral Forward contracts: Receivable (foreign currency) Total Pension Plan investments Interest and dividends receivable Receivable from broker for securies sold Payable to broker for securies purchased Total OGE Energy Pension Plan assets Pension Plan investments aributable to aﬃliates Total OG&E Pension Plan assets $ $ $ December 31, 2023 Level 1 Level 2 Net Asset Value (A) — — — — 13.8 — — 1.3 — — — — 15.1 56.9 $ 42.4 22.0 54.6 13.8 0.2 0.3 1.3 55.3 1.0 56.9 $ 42.4 — — — — — — 55.3 1.0 0.3 0.3 — $ — 22.0 54.6 — 0.2 0.3 — — — — — 155.9 $ 0.1 77.2 $ 0.1 248.2 $ 1.4 8.3 (14.2 ) 243.7 (52.3 ) 191.4 $ $ $ December 31, 2022 Level 1 Level 2 Net Asset Value (A) 71.9 $ 44.6 26.2 65.5 18.2 0.5 0.9 5.9 60.4 1.5 71.9 $ 44.6 — — — — — — 60.4 1.5 — $ — 26.2 65.5 — 0.5 0.9 — — — 0.3 0.3 — — 178.7 $ 0.1 93.2 $ 0.1 296.0 $ 1.6 20.6 (25.2 ) 293.0 (54.1 ) 238.9 — — — — 18.2 — — 5.9 — — — — 24.1 (A) GAAP allows the measurement of certain investments that do not have a readily determinable fair value at the net asset value. These investments do not consider the observability of inputs; therefore, they are not included within the fair value hierarchy. 91 (B) This category represents U.S. Treasury notes and bonds with a Moody's Investors Service rang of Aaa and Government Agency Bonds with a Moody's Investors Service rang of A1 or higher. (C) This category represents units of parcipaon in a commingled fund that primarily invested in stocks of internaonal companies and emerging markets. As deﬁned in the fair value hierarchy, Level 1 inputs are quoted prices in acve markets for idencal unrestricted assets or liabilies that are accessible by the Pension Plan at the measurement date. Level 2 inputs are inputs other than quoted prices in acve markets included within Level 1 that are either directly or indirectly observable at the reporng date for the asset or liability for substanally the full term of the asset or liability. Level 2 inputs include quoted prices for similar assets or liabilies in acve markets and quoted prices for idencal or similar assets or liabilies in markets that are not acve. Level 3 inputs are prices or valuaon techniques for the asset or liability that require inputs that are both signiﬁcant to the fair value measurement and unobservable (i.e., supported by lile or no market acvity). Unobservable inputs reﬂect the Plan's own assumpons about the assumpons that market parcipants would use in pricing the asset or liability (including assumpons about risk). Expected Beneﬁt Payments The following table presents the beneﬁt payments the Registrants expect to pay related to the Pension Plan and Restoraon of Rerement Income Plan. These expected beneﬁts are based on the same assumpons used to measure OGE Energy's beneﬁt obligaon at the end of the year and include beneﬁts aributable to esmated future employee service. (In millions) 2024 2025 2026 2027 2028 2029-2033 Postrerement Beneﬁt Plans OGE Energy OG&E $ $ $ $ $ $ 44.4 $ 28.1 $ 27.9 $ 34.2 $ 28.0 $ 122.7 $ 35.4 22.2 22.4 21.1 21.0 96.3 In addion to providing pension beneﬁts, OGE Energy provides certain medical and life insurance beneﬁts for eligible rered members. Regular, full- me, acve employees hired prior to February 1, 2000 whose age and years of credited service total or exceed 80 or have aained at least age 55 with 10 or more years of service at the me of rerement are entled to postrerement medical beneﬁts, while employees hired on or aer February 1, 2000 are not entled to postrerement medical beneﬁts. Eligible rerees must contribute such amount as OGE Energy speciﬁes from me to me toward the cost of coverage for postrerement beneﬁts. The beneﬁts are subject to deducbles, co-payment provisions and other limitaons. OG&E charges postrerement beneﬁt costs to expense and includes an annual amount as a component of the cost-of-service in future ratemaking proceedings. OGE Energy's contribuon to the medical costs for pre-65 aged eligible rerees are ﬁxed at the 2011 level, and OGE Energy covers future annual medical inﬂaonary cost increases up to ﬁve percent. Increases in excess of ﬁve percent annually are covered by the pre-65 aged reree in the form of premium increases. OGE Energy provides Medicare-eligible rerees and their Medicare-eligible spouses an annual ﬁxed contribuon to an OGE Energy-sponsored health reimbursement arrangement. Medicare-eligible rerees are able to purchase individual insurance policies supplemental to Medicare through a third- party administrator and use their health reimbursement arrangement funds for reimbursement of medical premiums and other eligible medical expenses. 92 Postrerement Plans Investments The following tables present the postrerement beneﬁt plans' investments that are measured at fair value on a recurring basis at December 31, 2023 and 2022. There were no Level 2 investments held by the postrerement beneﬁt plans at December 31, 2023 and 2022. (In millions) Group reree medical insurance contract Mutual funds Total OGE Energy plan investments Plan investments aributable to aﬃliates Total OG&E plan investments (In millions) Group reree medical insurance contract Mutual funds Total OGE Energy plan investments Plan investments aributable to aﬃliates Total OG&E plan investments December 31, 2023 Level 1 Level 3 — $ 15.9 15.9 $ 16.8 $ 15.9 32.7 $ (3.1 ) 29.6 December 31, 2022 Level 1 Level 3 — $ 11.2 11.2 $ 21.6 $ 11.2 32.8 $ (3.0 ) 29.8 $ $ $ $ $ $ 16.8 — 16.8 21.6 — 21.6 The group reree medical insurance contract invests in a pool of common stocks, bonds and money market accounts, of which a signiﬁcant poron is comprised of mortgage-backed securies. The unobservable input included in the valuaon of the contract includes the approach for determining the allocaon of the postrerement beneﬁt plans' pro-rata share of the total assets in the contract. The following table presents a reconciliaon of the postrerement beneﬁt plans' investments that are measured at fair value on a recurring basis using signiﬁcant unobservable inputs (Level 3). Year Ended December 31 (In millions) Group reree medical insurance contract: Beginning balance Claims paid Realized losses Investment fees Interest income Ending balance 2023 21.6 (4.5 ) (0.9 ) (0.1 ) 0.7 16.8 $ $ Medicare Prescripon Drug, Improvement and Modernizaon Act of 2003 The Medicare Prescripon Drug, Improvement and Modernizaon Act of 2003 expanded coverage for prescripon drugs. The following table presents the gross beneﬁt payments the Registrants expect to pay related to the postrerement beneﬁt plans, including prescripon drug beneﬁts. (In millions) 2024 2025 2026 2027 2028 2029-2033 Post-Employment Beneﬁt Plan OGE Energy OG&E 13.9 $ 11.5 $ 10.9 $ 9.9 $ 9.0 $ 36.9 $ 10.5 8.6 8.0 7.4 6.8 27.8 $ $ $ $ $ $ Disabled employees receiving beneﬁts from OGE Energy's Group Long-Term Disability Plan are entled to connue parcipang in OGE Energy's Medical Plan along with their dependents. The post-employment beneﬁt obligaon represents the actuarial present 93 value of esmated future medical beneﬁts that are aributed to employee service rendered prior to the date as of which such informaon is presented. The obligaon also includes future medical beneﬁts expected to be paid to current employees parcipang in the Group Long-Term Disability Plan and their dependents, as deﬁned in OGE Energy's Medical Plan. The post-employment beneﬁt obligaon is determined by an actuary on a basis similar to the accumulated postrerement beneﬁt obligaon. The esmated future medical beneﬁts are projected to grow with expected future medical cost trend rates and are discounted for interest at the discount rate and for the probability that the parcipant will disconnue receiving beneﬁts from OGE Energy's Group Long-Term Disability Plan due to death, recovery from disability or eligibility for reree medical beneﬁts. OGE Energy's post-employment beneﬁt obligaon was $1.7 million and $1.8 million at December 31, 2023 and 2022, respecvely, of which $1.3 million and $1.3 million, respecvely, was OG&E's poron of the obligaon. 401(k) Plan OGE Energy provides a 401(k) Plan, and each regular full-me employee of OGE Energy or a parcipang aﬃliate is eligible to parcipate in the 401(k) Plan immediately upon hire. All other employees of OGE Energy or a parcipang aﬃliate are eligible to become parcipants in the 401(k) Plan aer compleng one year of service as deﬁned in the 401(k) Plan. Parcipants may contribute each pay period any whole percentage between two percent and 75 percent of their compensaon, as deﬁned in the 401(k) Plan, for that pay period. Parcipants who have reached age 50 before the close of a year are allowed to make addional contribuons referred to as "Catch-Up Contribuons," subject to certain limitaons of the Code. Parcipants may designate, at their discreon, all or any poron of their contribuons as: (i) a before-tax contribuon under Secon 401(k) of the Code subject to the limitaons thereof, (ii) a contribuon made on a non-Roth aer-tax basis or (iii) a Roth contribuon. The 401(k) Plan also includes an eligible automac contribuon arrangement and provides for a qualiﬁed default investment alternave consistent with the U.S. Department of Labor regulaons. Parcipants may elect, in accordance with the 401(k) Plan procedures, to have their future salary deferral rate to be automacally increased annually on a date and in an amount as speciﬁed by the parcipant in such elecon. For employees hired or rehired on or aer December 1, 2009, OGE Energy contributes to the 401(k) Plan, on behalf of each parcipant, 200 percent of the parcipant's contribuons up to ﬁve percent of compensaon. No OGE Energy contribuons are made with respect to a parcipant's Catch-Up Contribuons, rollover contribuons or with respect to a parcipant's contribuons based on overme payments, pay-in-lieu of overme for exempt personnel, special lump-sum recognion awards and lump-sum merit awards included in compensaon for determining the amount of parcipant contribuons. Once made, OGE Energy's contribuon may be directed to any available investment opon in the 401(k) Plan. OGE Energy match contribuons vest over a three-year period. Aer two years of service, parcipants become 20 percent vested in their OGE Energy contribuon account and become fully vested on compleng three years of service. In addion, parcipants fully vest when they are eligible for normal or early rerement under the Pension Plan requirements, in the event of their terminaon due to death or permanent disability or upon aainment of age 65 while employed by OGE Energy or its aﬃliates. OGE Energy contributed $19.6 million, $17.1 million and $15.4 million in 2023, 2022 and 2021, respecvely, to the 401(k) Plan, of which $16.0 million, $13.9 million and $12.0 million, respecvely, related to OG&E. Deferred Compensaon Plan OGE Energy provides a nonqualiﬁed deferred compensaon plan which is intended to be an unfunded plan. The plan's primary purpose is to provide a tax-deferred capital accumulaon vehicle for a select group of management, highly compensated employees and non-employee members of OGE Energy's Board of Directors and to supplement such employees' 401(k) Plan contribuons as well as oﬀering this plan to be compeve in the marketplace. Eligible employees who enroll in the plan have the following deferral opons: (i) eligible employees may elect to defer up to a maximum of 70 percent of base salary and 100 percent of annual bonus awards or (ii) eligible employees may elect a deferral percentage of base salary and bonus awards based on the deferral percentage elected for a year under the 401(k) Plan with such deferrals to start when maximum deferrals to the qualiﬁed 401(k) Plan have been made because of limitaons in that plan. Eligible directors who enroll in the plan may elect to defer up to a maximum of 100 percent of directors' meeng fees and annual retainers. OGE Energy matches employee (but not non-employee director) deferrals to make up for any match lost in the 401(k) Plan because of deferrals to the deferred compensaon plan and to allow for a match that would have been made under the 401(k) Plan on that poron of either the ﬁrst six percent of total compensaon or the ﬁrst ﬁve percent of total compensaon, depending on prior parcipant elecons, deferred that exceeds the limits allowed in the 401(k) Plan. Matching credits vest based on years of service, with full vesng aer three years or, if earlier, on rerement, disability, death, a change in control of OGE Energy or terminaon of the 94 plan. Deferrals, plus any OGE Energy match, are credited to a recordkeeping account in the parcipant's name. Earnings on the deferrals are indexed to the assumed investment funds selected by the parcipant. In 2023, those investment opons included an OGE Energy Common Stock fund, whose value was determined based on the stock price of OGE Energy's Common Stock. OGE Energy accounts for the contribuons related to its execuve oﬃcers in this plan as Accrued Beneﬁt Obligaons and accounts for the contribuons related to OGE Energy's directors in this plan as Other Deferred Credits and Other Liabilies in the balance sheets. The investment associated with these contribuons is accounted for as Other Property and Investments in the balance sheets. The appreciaon of these investments is accounted for as Other Income, and the increase in the liability under the plan is accounted for as Other Expense in the statements of income. Supplemental Execuve Rerement Plan OGE Energy provides a supplemental execuve rerement plan in order to aract and retain lateral hires or other execuves designated by the Compensaon Commiee of OGE Energy's Board of Directors who may not otherwise qualify for a suﬃcient level of beneﬁts under OGE Energy's Pension Plan and Restoraon of Rerement Income Plan. The supplemental execuve rerement plan is intended to be an unfunded plan and not subject to the beneﬁt limitaons of the Code. For the actuarial equivalence calculaons, the supplemental execuve rerement plan provides that (i) mortality rates shall be based on the unisex mortality table issued under Internal Revenue Service Noce 2018-02 for purposes of determining the minimum present value under Code Secon 417(e)(3) for distribuons with annuity starng dates that occur during stability periods beginning in the 2019 calendar year and (ii) the interest rate shall be ﬁve percent. 12. Report of Business Segments OGE Energy reports its operaons primarily through a single segment, caponed "electric company," which is engaged in the generaon, transmission, distribuon and sale of electric energy. The "other operaons" capon primarily includes the operaons of the holding company and other energy-related investments. Intersegment revenues are recorded at prices comparable to those of unaﬃliated customers and are aﬀected by regulatory consideraons. Prior to the Enable and Energy Transfer merger closing on December 2, 2021, OGE Energy's natural gas midstream operaons segment included its equity method investment in Enable. During 2022, OGE Energy held an investment in Energy Transfer's equity securies and reported the investment's acvity, as well as Enable legacy pension and postrerement costs, through the natural gas midstream operaons segment. As of the end of September 2022, OGE Energy sold all of Energy Transfer's limited partner units; therefore, beginning in 2023, OGE Energy no longer has a natural gas midstream operaons segment. The following tables present the results of OGE Energy's business segments for the years ended December 31, 2023, 2022 and 2021. 2023 (In millions) Operang revenues Fuel, purchased power and direct transmission expense Other operaon and maintenance Depreciaon and amorzaon Taxes other than income Operang income (loss) Other income Interest expense Income tax expense (beneﬁt) Net income (loss) Total assets Capital expenditures Electric Company Other Operaons Eliminaons Total 2,674.3 $ 911.7 505.0 506.6 99.4 651.6 43.5 199.9 68.8 426.4 $ 12,642.6 $ 1,178.2 $ — $ — (2.4 ) — 3.8 (1.4 ) 8.1 28.9 (12.6 ) (9.6 ) $ 301.1 $ — $ — $ — — — — — (7.4 ) (7.4 ) — — $ 2,674.3 911.7 502.6 506.6 103.2 650.2 44.2 221.4 56.2 416.8 (153.0 ) $ — $ 12,790.7 1,178.2 $ $ $ $ 95 2022 (In millions) Operang revenues Fuel, purchased power and direct transmission expense Other operaon and maintenance Depreciaon and amorzaon Taxes other than income Operang income (loss) Gain on equity securies Other income Interest expense Income tax expense (beneﬁt) Net income (loss) Total assets Capital expenditures 2021 (In millions) Operang revenues Fuel, purchased power and direct transmission expense Other operaon and maintenance Depreciaon and amorzaon Taxes other than income Operang income (loss) Equity in earnings of unconsolidated aﬃliates Gain on Enable/Energy Transfer transacon, net Other income (expense) Interest expense Income tax expense (beneﬁt) Net income (loss) Total assets Capital expenditures 13. Commitments and Conngencies Purchase Obligaons and Commitments Electric Company Natural Gas Midstream Operaons Other Operaons Eliminaons Total 3,375.7 $ 1,662.4 491.9 460.9 98.0 662.5 — 11.2 157.8 76.4 439.5 $ 12,410.5 $ 1,050.9 $ — $ — 12.6 — 0.1 (12.7 ) 282.1 10.0 — 48.1 231.3 $ 1.2 $ — $ — $ — (3.1 ) — 3.4 (0.3 ) — 4.9 10.6 (0.9 ) (5.1 ) $ — $ — — — — — — (2.1 ) (2.1 ) — — $ 3,375.7 1,662.4 501.4 460.9 101.5 649.5 282.1 24.0 166.3 123.6 665.7 683.7 $ — $ (550.7 ) $ — $ 12,544.7 1,050.9 Electric Company Natural Gas Midstream Operaons Other Operaons Eliminaons Total 3,653.7 $ 2,127.6 464.7 416.0 99.3 546.1 — — 7.7 152.0 41.8 360.0 $ 11,688.0 $ 778.5 $ — $ — 1.6 — 0.2 (1.8 ) 169.8 344.4 (26.4 ) — 101.0 385.0 $ 786.6 $ — $ — $ — (3.2 ) — 3.3 (0.1 ) — — (2.0 ) 7.2 (1.6 ) (7.7 ) $ — $ — — — — — — — (0.9 ) (0.9 ) — — $ 3,653.7 2,127.6 463.1 416.0 102.8 544.2 169.8 344.4 (21.6 ) 158.3 141.2 737.3 350.3 $ — $ (218.5 ) $ — $ 12,606.4 778.5 $ $ $ $ $ $ $ $ The following table presents the Registrants' future purchase obligaons and commitments esmated for the next ﬁve years. 2024 2025 2027 2026 2028 Total (In millions) Purchase obligaons and commitments: Minimum purchase commitments Esmated wind power purchase commitments Capacity commitments Long-term service agreement commitments Generaon capacity construcon commitments Total purchase obligaons and commitments $ $ 118.4 $ 56.6 32.4 14.8 126.5 348.7 $ 100.5 $ 56.9 33.0 16.6 137.8 344.8 $ 69.7 $ 57.3 40.2 16.6 38.3 222.1 $ 56.9 $ 57.8 41.4 9.9 — 166.0 $ 46.6 $ 58.4 — 3.0 — 108.0 $ 392.1 287.0 147.0 60.9 302.6 1,189.6 OG&E Minimum Purchase Commitments OG&E has coal contracts for purchases through December 31, 2025. OG&E may also purchase coal through spot purchases on an as-needed basis. As a parcipant in the SPP Integrated Marketplace, OG&E purchases its natural gas supply through short-term 96 agreements. OG&E relies on a combinaon of natural gas base load agreements and call agreements, whereby OG&E has the right but not the obligaon to purchase a deﬁned quanty of natural gas, combined with day and intra-day purchases to meet the demands of the SPP Integrated Marketplace. OG&E has natural gas transportaon service contracts with Energy Transfer, ONEOK, Inc. and Southern Star, which grant these companies the responsibility of delivering natural gas to OG&E's generang facilies. The contracts with Energy Transfer end in December 2024 and December 2038; the contracts with ONEOK, Inc. end in December 2024 and August 2037; and the contract with Southern Star ends in December 2024. OG&E Esmated Wind Power Purchase Commitments The following table presents OG&E's wind purchased power contracts. Company CPV Keenan Edison Mission Energy NextEra Energy Locaon Woodward County, OK Dewey County, OK Blackwell, OK Original Term of Contract 20 years 20 years 20 years Expiraon of Contract 2030 2031 2032 MWs 152.0 130.0 60.0 The following table presents a summary of OG&E's wind power purchases for the years ended December 31, 2023, 2022 and 2021. Year Ended December 31 (In millions) CPV Keenan Edison Mission Energy NextEra Energy Total wind power purchased OG&E Capacity Commitments 2023 2022 2021 $ $ 23.0 $ 20.5 5.3 48.8 $ 25.8 $ 24.9 7.3 58.0 $ 27.3 21.7 6.8 55.8 In 2022, the SPP approved an increase in the planning reserve margin from 12 percent to 15 percent. Due to near-term generaon requirements, in 2023, OG&E entered into short-term power purchase agreements to meet the addional capacity needs in each of the years between 2024 and 2027. OG&E Long-Term Service Agreement Commitments OG&E has a long-term parts and service maintenance contract for the upkeep of the McClain Plant. In May 2013, a new contract was signed that is expected to run for the earlier of 128,000 factored-ﬁred hours or 4,800 factored-ﬁred starts. Based on historical usage and current expectaons for future usage, this contract is expected to run unl 2035. The contract requires payments based on both a ﬁxed and variable cost component, depending on how much the McClain Plant is used. OG&E has a long-term parts and service maintenance contract for the upkeep of the Redbud Plant. In March 2013, the contract was amended to extend the contract coverage for an addional 24,000 factored-ﬁred hours resulng in a maximum of the earlier of 144,000 factored-ﬁred hours or 4,500 factored- ﬁred starts. Based on historical usage and current expectaons for future usage, this contract is expected to run unl 2032. The contract requires payments based on both a ﬁxed and variable cost component, depending on how much the Redbud Plant is used. 97 OG&E Generaon Capacity Construcon Commitments OG&E has various generaon capacity construcon projects, such as plans to install two combuson turbines totaling 448 megawas at its exisng Horseshoe Lake generang facility. The new generang units are expected to be placed into service in late 2026. Environmental Laws and Regulaons The acvies of OG&E are subject to numerous stringent and complex federal, state and local laws and regulaons governing environmental protecon. These laws and regulaons can change, restrict or otherwise impact the Registrants' business acvies in many ways, including the handling or disposal of waste material, planning for future construcon acvies to avoid or migate harm to threatened or endangered species and requiring the installaon and operaon of emissions or polluon control equipment. Failure to comply with these laws and regulaons could result in the assessment of administrave, civil and criminal penales, the imposion of remedial requirements and the issuance of orders enjoining future operaons. Management believes that all of the Registrants' operaons are in substanal compliance with current federal, state and local environmental standards. Environmental regulaon can increase the cost of planning, design, inial installaon and operaon of OG&E's facilies. Management connues to evaluate its compliance with exisng and proposed environmental legislaon and regulaons and implement appropriate environmental programs in a compeve market. Other In the normal course of business, the Registrants are confronted with issues or events that may result in a conngent liability. These generally relate to lawsuits or claims made by third pares, including governmental agencies. When appropriate, management consults with legal counsel and other experts to assess the claim. If, in management's opinion, the Registrants have incurred a probable loss as set forth by GAAP, an esmate is made of the loss, and the appropriate accounng entries are reﬂected in the ﬁnancial statements. If the assessment indicates that a potenal loss is not probable but reasonably possible, the nature of the conngent maer, together with an esmate of the range of possible loss, if determinable and material, would be disclosed. At the present me, based on currently available informaon, the Registrants believe that any reasonably possible losses in excess of accrued amounts arising out of pending or threatened lawsuits or claims would not be quantavely material to their ﬁnancial statements and would not have a material adverse eﬀect on their ﬁnancial posion, results of operaons or cash ﬂows. In July 2023, OG&E was named, along with its contractor, as a defendant in a lawsuit ﬁled by an apartment owner and its insurance companies seeking in excess of $60.0 million in damages related to a ﬁre at an apartment building under construcon in Oklahoma City. Several addional defendants have also been named. OG&E disputes the claims in the lawsuit and intends to vigorously defend this acon. If OG&E was ulmately deemed liable for damages in connecon with this incident, OG&E believes its exisng insurance policies will cover its costs, in excess of a required retenon (the amount of which is not material), to sasfy any liability it may have. Due to the uncertain and preliminary nature of this ligaon, the outcome cannot be predicted, and OG&E is unable to provide a range of possible loss in this maer. 14. Rate Maers and Regulaon Regulaon and Rates OG&E's retail electric tariﬀs are regulated by the OCC in Oklahoma and by the APSC in Arkansas. The issuance of certain securies by OG&E is also regulated by the OCC and the APSC. OG&E's transmission acvies, short-term borrowing authorizaon and accounng pracces are subject to the jurisdicon of the FERC. The Secretary of the U.S. Department of Energy has jurisdicon over some of OG&E's facilies and operaons. In 2023, 86 percent of OG&E's electric revenue was subject to the jurisdicon of the OCC, eight percent to the APSC and six percent to the FERC. 98 The OCC and the APSC require that, among other things, (i) OGE Energy permits the OCC and the APSC access to the books and records of OGE Energy and its aﬃliates relang to transacons with OG&E; (ii) OGE Energy employ accounng and other procedures and controls to protect against subsidizaon of non-ulity acvies by OG&E's customers; and (iii) OGE Energy refrain from pledging OG&E assets or income for aﬃliate transacons. In addion, the FERC has access to the books and records of OGE Energy and its aﬃliates as the FERC deems relevant to costs incurred by OG&E or necessary or appropriate for the protecon of ulity customers with respect to the FERC jurisdiconal rates. Completed Regulatory Maers APSC Proceedings Arkansas 2022 Formula Rate Plan Filing In October 2022, OG&E ﬁled its ﬁh evaluaon report under its Formula Rate Plan, and on February 1, 2023, OG&E and the APSC Staﬀ ﬁled a non- unanimous joint selement agreement, which included an annual electric revenue increase of $9.6 million. The Arkansas Aorney General and the Arkansas Valley Electric Consumers agreed not to oppose the selement. On March 2, 2023, the APSC issued a ﬁnal order approving the non-unanimous selement agreement, and new rates became eﬀecve April 1, 2023. Horseshoe Lake Modernizaon Plan On July 12, 2023, OG&E ﬁled an applicaon at the APSC seeking authorizaon to commence construcon of two combuson turbines totaling 448 megawas at its exisng Horseshoe Lake generang facility. The Horseshoe Lake project is expected to cost approximately $331 million, excluding ﬁnancing costs and property taxes, and the new generang units are expected to be placed into service in late 2026. Arkansas law requires a public ulity to seek approval from the APSC to commence construcon of a power-generang facility located outside the boundaries of the state of Arkansas. The APSC Staﬀ ﬁled direct tesmony on September 15, 2023 recommending that the APSC grant OG&E approval to construct the combuson turbines, subject to a prudence review in a future proceeding. On October 16, 2023, the APSC issued an order which states that OG&E has complied with applicable Arkansas law and may commence construcon of the Horseshoe Lake generang facility. OCC Proceedings 2021 Oklahoma Fuel Prudency On July 1, 2022, the OCC Public Ulity Division Staﬀ ﬁled their applicaon iniang the review of the 2021 fuel adjustment clause and prudence review. On February 21, 2023, a Joint Spulaon and Selement Agreement was ﬁled, and the OCC approved the Selement Agreement on April 20, 2023. The Selement Agreement provides that: (i) OG&E's pracces, policies and judgment for fuel procurement during 2021 were prudent; (ii) OG&E's power purchase costs and expenses, monthly fuel ﬁlings and processes and fuel-related investments and decisions for 2021 were fair, just and reasonable and (iii) OG&E exercised prudent judgment pertaining to all such maers and that the electric generaon, purchased power and fuel procurement expenses were prudently incurred. Further, the spulang pares agreed to certain revisions of the fuel clause adjustment tariﬀ, including a revised semi-annual fuel clause adjustment factor redeterminaon process which will be subject to the OCC Public Ulity Division approval or denial. Pursuant to the Selement Agreement, OG&E submied new fuel factors to the OCC on October 10, 2023 and met with stakeholders on October 12, 2023. This adjustment was esmated to result in an average monthly residenal bill decrease of approximately $21 beginning November 1, 2023. Horseshoe Lake Modernizaon Plan On May 31, 2023, OG&E ﬁled an applicaon at the OCC seeking approval for the cost associated with the purchase and installaon of two combuson turbines totaling 448 megawas at its exisng Horseshoe Lake generang facility. The Horseshoe Lake project is expected to cost approximately $331 million, excluding ﬁnancing costs and property taxes, and the new generang units are expected to be placed into service in late 2026. On November 21, 2023, the OCC approved a non-unanimous, non-contested Joint Spulaon and Selement Agreement that was entered into by OG&E and certain intervenors, which allows for recovery of the jurisdiconal poron of expenses up to $275 million, plus ﬁnancing costs and property taxes, related to this project through a recovery mechanism when the new generang units are placed into service. In accordance with the selement agreement, OG&E is required to ﬁle a 99 general rate review to include the new generang units in base rates no later than one year aer the implementaon of the recovery mechanism. SPP Proceedings Planning Reserve Margin On July 26, 2022, the SPP Board of Directors approved a planning reserve margin increase from 12 percent to 15 percent that each load serving enty, such as OG&E, must maintain. This change was eﬀecve for the summer of 2023. OG&E secured short-term bilateral contracts for the capacity needed to sasfy the 2023 requirements brought about by the increase to the SPP’s planning reserve margin. Pending Regulatory Maers Various proceedings pending before state or federal regulatory agencies are described below. Unless stated otherwise, the Registrants cannot predict when the regulatory agency will act or what acon the regulatory agency will take. The Registrants' ﬁnancial results are dependent in part on mely and construcve decisions by the regulatory agencies that set OG&E's rates. APSC Proceedings 2023 Formula Rate Plan Filing On October 2, 2023, OG&E ﬁled its ﬁnal evaluaon report under its Formula Rate Plan, including a request to increase its Arkansas retail revenues by $4.7 million. On December 28, 2023, the APSC Staﬀ ﬁled tesmony recommending an annual electric revenue increase of $3.5 million. No other party ﬁled tesmony responsive to OG&E's proposed rate adjustment. On January 30, 2024, OG&E and the APSC Staﬀ ﬁled an uncontested joint selement agreement, which included an annual electric revenue increase of $3.5 million. The APSC is expected to issue a ﬁnal order in this maer in March 2024, with new rates to be eﬀecve April 1, 2024. Capacity Power Purchase Agreement Cost Recovery On October 4, 2023, OG&E ﬁled an applicaon at the APSC seeking approval of a methodology for recovery of capacity costs associated with short-term power purchase agreements entered into to meet capacity needs in each of the years between 2023 and 2027. On December 29, 2023, the Administrave Law Judge issued an order authorizing OG&E to defer to a regulatory asset its capacity costs associated with short-term power purchase agreements for 2023, along with a carrying charge at the commission-approved customer deposit interest rate. The order requires OG&E and the pares to the case to develop a procedural schedule to address treatment for any expenses beyond the calendar year 2023. FERC Proceedings Order for Sponsored Transmission Upgrades within SPP Under Aachment Z2 of the SPP Open Access Transmission Tariﬀ, costs of parcipant-funded, or "sponsored," transmission upgrades may be recovered from other SPP customers whose transmission service depends on capacity enabled by the upgrade. The SPP Tariﬀ required the SPP to charge for these upgrades beginning in 2008, but the SPP did not begin charging its customers for these upgrades unl 2016 due to informaon system limitaons. At that me, the SPP sought a waiver of a me limitaon in its tariﬀ that otherwise would have prevented it from waing unl 2016 to bill for the 2008 through 2015 period. The FERC granted the waiver, and the SPP then billed OG&E as a user for these Z2 charges while simultaneously creding OG&E as a sponsor of Z2 transmission upgrades, resulng in OG&E being a net recipient of sponsored upgrade credits. The majority of these net credits were refunded to customers through OG&E's various rate riders that include SPP acvity with the remaining amounts retained by OG&E. Several companies that were net payers of Z2 charges sought rehearing of the FERC's 2016 order approving the waiver and then appealed it. While that appeal was pending, the FERC obtained a remand and then reversed itself and ruled that the SPP tariﬀ provision that prohibited the 2008 through 2015 charges could not be waived. It ordered the SPP to develop a plan to refund the payments but not to implement the refunds unl further ordered to do so. In response, in April 2019, OG&E ﬁled a request for rehearing at the FERC. 100 The next month, it also ﬁled a Complaint at the FERC against the SPP contending that the SPP and not OG&E should bear the cost of any refunds resulng from the SPP's tariﬀ violaon and that SPP’s acons also violated its contracts with OG&E. In February 2020, the FERC denied OG&E's request for rehearing but did not consider SPP's refund plan. No date for payment of refunds was established. In August 2021, the U.S. Court of Appeals for the District of Columbia Circuit denied OG&E's peon for review of the FERC's order denying the waiver and requiring refunds. Aer denying rehearing of its ruling, the court of appeals returned the maer in November 2021 to the FERC for further proceedings in accordance with its opinion. The FERC has not acted on that remand. If the FERC proceeds to order refunds in full, OG&E esmates it would be required to refund $13.0 million, which is net of amounts paid to other ulies for upgrades and would be subject to interest at the FERC-approved rate. The SPP has stated in ﬁlings with the FERC both before and aer the court of appeals decision that there are considerable complexies in implemenng the refunds that will have to be resolved before they can be paid. Payment of refunds would shi recovery of these upgrade credits to future periods. The SPP ﬁled a report on January 4, 2022 conﬁrming that administering refunds would be complex and could take years unless the SPP is allowed to make certain simplifying assumpons. The SPP also urged that all pending complaint proceedings, including OG&E's complaint and three similar complaints against the SPP, be resolved before any refund process is ordered to begin. OG&E and other pares ﬁled responses to the SPP report, and the maer remains pending at the FERC. Of the $13.0 million, the Registrants would be impacted by $5.0 million in expense that inially beneﬁted the 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. As of December 31, 2023, the Registrants' reserve remains at $13.0 million plus esmated interest for a potenal refund. In November 2022, the FERC issued an order denying OG&E's complaint against the SPP. It also issued orders granng the other three complaints against the SPP in part but awarded no relief. All four complainants mely sought rehearing of these orders. On June 27, 2023, the FERC made ﬁnal its orders granng in part complaints ﬁled against the SPP by OG&E and three other project sponsors (or groups thereof) on claims arising from the SPP’s failure to implement Aachment Z2 so that project sponsors could be paid as required under the tariﬀ, but awarding no relief. OG&E and the other complainants have appealed to the U.S. Court of Appeals for the Eighth Circuit, where the maer has been briefed and is awaing the scheduling of oral argument. It will likely be decided by the summer of 2024. In June 2020, the FERC approved, eﬀecve July 1, 2020, an SPP proposal to eliminate Aachment Z2 revenue creding and replace it with a diﬀerent rate mechanism that would provide project sponsors, such as OG&E, the same level of recovery. This eliminaon of the Aachment Z2 revenue creding would only prospecvely impact OG&E and its recovery of any future upgrade costs that it may incur as a project sponsor subsequent to July 2020. All of the exisng projects that are eligible to receive revenue credits under Aachment Z2 will remain eligible, which includes the $13.0 million that is at issue in the remand from OG&E's appeal and in OG&E's complaint proceeding. OCC Proceedings Oklahoma Retail Electric Supplier Cerﬁed Territory Act Causes As previously disclosed, several rural electric cooperave electricity suppliers ﬁled complaints with the OCC alleging that OG&E, because it was providing service to large loads in another supplier's territory, had violated the Oklahoma Retail Electric Supplier Cerﬁed Territory Act. OG&E believes it is lawfully serving customers under speciﬁc exempons under this act that allow it to serve customers having a load of one megawa or greater. There were ﬁve complaint cases iniated at the OCC, and the OCC issued decisions on each of them. The OCC ruled in favor of the electric cooperaves in three of those cases under statutory interpretaon and ruled in favor of OG&E in two of those cases under injuncve theory. All ﬁve of those cases were appealed to the Oklahoma Supreme Court. On April 4, 2023, the Oklahoma Supreme Court issued its opinion which vacated the OCC's injuncons with respect to four of the cases and held that the Oklahoma Retail Electric Supplier Cerﬁed Territory Act does not limit the mechanism by which OG&E may provide service to large loads in another supplier's territory pursuant to the one megawa excepon. The one pending legal issue le for the Oklahoma Supreme Court to resolve is a statutory interpretaon on how a supplier calculates "connected load for inial full operaon" for purposes of the exempon under the act. If the Oklahoma Supreme Court ulmately were to ﬁnd that the customers being served in this single case are not exempted from the Oklahoma Retail Electric Supplier Cerﬁed Territory Act, OG&E would have to evaluate the recoverability of some plant investments made to serve these customers and may also be required to reimburse the cerﬁed territory supplier in this case for an amount of lost revenue. Such amounts would not be expected to be material to the Registrants' results of operaons. 101 2022 Oklahoma Fuel Prudency On June 29, 2023, the Public Ulity Division Staﬀ ﬁled their applicaon iniang the review of the 2022 fuel adjustment clause and prudence review. OG&E ﬁled its minimum ﬁling requirements and supporng tesmony on August 29, 2023. The OCC Staﬀ ﬁled tesmony on January 19, 2024 recommending that the OCC ﬁnd OG&E's 2022 fuel costs prudent. 2023 Oklahoma General Rate Review On December 29, 2023, OG&E ﬁled a general rate review in Oklahoma seeking a rate increase of $332.5 million and a 10.5 percent return on equity based on a common equity percentage of 53.50 percent. The rate review seeks recovery of $1.3 billion of net capital investment since the last general rate review. A hearing on the merits is scheduled for June 17, 2024. SPP Proceedings Resource Capacity Accreditaon In July 2022, the SPP Board of Directors approved a new unit accreditaon methodology for convenonal generaon which requires submial to and approval from the FERC prior to becoming eﬀecve. On March 2, 2023, the FERC rejected the SPP’s proposed capacity accreditaon methodology for wind and solar generators. Following the FERC’s rejecon, the SPP began an extensive review of both the methodology proposed for thermal resources which had not yet been submied to the FERC, and the accreditaon methodology for wind and solar generators. These methodologies were reviewed and approved by both the Regional State Commiee and the SPP Board of Directors in late October 2023 and will be submied to the FERC for approval. If approved by the FERC, both methodologies are expected to be eﬀecve in 2026 and may contribute to OG&E’s incremental capacity needs. 102 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of OGE Energy Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets and consolidated statements of capitalizaon of OGE Energy Corp. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in stockholders' equity and cash ﬂows for each of the three years in the period ended December 31, 2023, and the related notes and ﬁnancial statement schedule listed in the Index at Item 15(a) (collecvely referred to as the "consolidated ﬁnancial statements"). In our opinion, the consolidated ﬁnancial statements present fairly, in all material respects, the ﬁnancial posion of the Company at December 31, 2023 and 2022, and the results of its operaons and its cash ﬂows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounng principles. We also have audited, in accordance with the standards of the Public Company Accounng Oversight Board (United States) (PCAOB), the Company’s internal control over ﬁnancial reporng as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Commiee of Sponsoring Organizaons of the Treadway Commission (2013 framework), and our report dated February 20, 2024, expressed an unqualiﬁed opinion thereon. Basis for Opinion These ﬁnancial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's ﬁnancial statements based on our audits. We are a public accounng ﬁrm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securies laws and the applicable rules and regulaons of the Securies and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ﬁnancial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the ﬁnancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the ﬁnancial statements. Our audits also included evaluang the accounng principles used and signiﬁcant esmates made by management, as well as evaluang the overall presentaon of the ﬁnancial statements. We believe that our audits provide a reasonable basis for our opinion. Crical Audit Maer The crical audit maer communicated below is a maer arising from the current period audit of the ﬁnancial statements that was communicated or required to be communicated to the audit commiee and that: (1) relates to accounts or disclosures that are material to the ﬁnancial statements and (2) involved our especially challenging, subjecve or complex judgments. The communicaon of the crical audit maer does not alter in any way our opinion on the consolidated ﬁnancial statements, taken as a whole, and we are not, by communicang the crical audit maer below, providing a separate opinion on the crical audit maer or on the accounts or disclosures to which it relates. 103 Regulatory Assets and Liabilies Descripon of the Maer As discussed in Note 1 to the consolidated ﬁnancial statements, the Company conducts its electric ulity operaons through Oklahoma Gas & Electric Company (OG&E). OG&E is a regulated ulity subject to accounng principles for rate-regulated acvies. As such, certain incurred costs that would otherwise be charged to expense are deferred as regulatory assets, based on the expected recovery from customers in future rates. Likewise, certain actual or ancipated credits that would otherwise reduce expense are deferred as regulatory liabilies, based on the expected refund to customers in future rates. OG&E records items as regulatory assets or liabilies if, based on regulatory orders or other available evidence, it is probable that the costs or obligaons will be included in amounts allowable for recovery or refund in future rates. Auding regulatory assets and liabilies is complex as it requires specialized knowledge of rate-regulated acvies and judgments as to maers that could aﬀect the recording or updang of regulatory assets and liabilies. How We Addressed the Maer in Our Audit We obtained an understanding, evaluated the design, and tested the operang eﬀecveness of internal controls over the Company's accounng for regulatory assets and liabilies, including, among others, controls over management's assessment of the likelihood of approval by regulators for any new maers and controls over the evaluaon of ﬁlings with regulatory bodies on exisng regulatory assets and liabilies, including factors that may aﬀect the ming or nature of recoverability. We performed audit procedures that included, among others, reviewing evidence of correspondence with regulatory bodies to test that the Company appropriately evaluated informaon obtained from regulatory rulings. For example, we assessed the recoverability, considering informaon obtained from regulatory rulings, of various regulatory assets. In addion, we tested that amorzaon of regulatory assets and liabilies corresponded to relevant regulatory rulings. For example, we tested whether the regulatory assets and liabilies were appropriately amorzed through the Company's rates charged to customers based on rulings from regulatory bodies. /s/ Ernst & Young LLP We have served as the Company's auditor since 2002. Oklahoma City, Oklahoma February 20, 2024 104 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholder and the Board of Directors of Oklahoma Gas and Electric Company Opinion on the Financial Statements We have audited the accompanying balance sheets and statements of capitalizaon of Oklahoma Gas and Electric Company (the Company) as of December 31, 2023 and 2022, the related statements of income and comprehensive income, changes in stockholder's equity and cash ﬂows for each of the three years in the period ended December 31, 2023, and the related notes and ﬁnancial statement schedule listed in the Index at Item 15(a) (collecvely referred to as the "ﬁnancial statements"). In our opinion, the ﬁnancial statements present fairly, in all material respects, the ﬁnancial posion of the Company at December 31, 2023 and 2022, and the results of its operaons and its cash ﬂows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounng principles. We also have audited, in accordance with the standards of the Public Company Accounng Oversight Board (United States) (PCAOB), the Company's internal control over ﬁnancial reporng as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Commiee of Sponsoring Organizaons of the Treadway Commission (2013 framework), and our report dated February 20, 2024, expressed an unqualiﬁed opinion thereon. Basis for Opinion These ﬁnancial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's ﬁnancial statements based on our audits. We are a public accounng ﬁrm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securies laws and the applicable rules and regulaons of the Securies and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ﬁnancial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the ﬁnancial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the ﬁnancial statements. Our audits also included evaluang the accounng principles used and signiﬁcant esmates made by management, as well as evaluang the overall presentaon of the ﬁnancial statements. We believe that our audits provide a reasonable basis for our opinion. Crical Audit Maer The crical audit maer communicated below is a maer arising from the current period audit of the ﬁnancial statements that was communicated or required to be communicated to the audit commiee and that: (1) relates to accounts or disclosures that are material to the ﬁnancial statements and (2) involved our especially challenging, subjecve or complex judgments. The communicaon of the crical audit maer does not alter in any way our opinion on the ﬁnancial statements, taken as a whole, and we are not, by communicang the crical audit maer below, providing a separate opinion on the crical audit maer or on the accounts or disclosures to which it relates. 105 Regulatory Assets and Liabilies Descripon of the Maer As discussed in Note 1 to the ﬁnancial statements, OG&E is a regulated ulity subject to accounng principles for rate-regulated acvies. As such, certain incurred costs that would otherwise be charged to expense are deferred as regulatory assets, based on the expected recovery from customers in future rates. Likewise, certain actual or ancipated credits that would otherwise reduce expense are deferred as regulatory liabilies, based on the expected refund to customers in future rates. OG&E records items as regulatory assets or liabilies if, based on regulatory orders or other available evidence, it is probable that the costs or obligaons will be included in amounts allowable for recovery or refund in future rates. Auding regulatory assets and liabilies is complex as it requires specialized knowledge of rate-regulated acvies and judgments as to maers that could aﬀect the recording or updang of regulatory assets and liabilies. How We Addressed the Maer in Our Audit We obtained an understanding, evaluated the design, and tested the operang eﬀecveness of internal controls over the Company's accounng for regulatory assets and liabilies, including, among others, controls over management's assessment of the likelihood of approval by regulators for any new maers and controls over the evaluaon of ﬁlings with regulatory bodies on exisng regulatory assets and liabilies, including factors that may aﬀect the ming or nature of recoverability. We performed audit procedures that included, among others, reviewing evidence of correspondence with regulatory bodies to test that the Company appropriately evaluated informaon obtained from regulatory rulings. For example, we assessed the recoverability, considering informaon obtained from regulatory rulings, of various regulatory assets. In addion, we tested that amorzaon of regulatory assets and liabilies corresponded to relevant regulatory rulings. For example, we tested whether the regulatory assets and liabilies were appropriately amorzed through the Company's rates charged to customers based on rulings from regulatory bodies. /s/ Ernst & Young LLP We have served as the Company's auditor since 2002. Oklahoma City, Oklahoma February 20, 2024 106 Item 9. Changes in and Disagreements with Accountants on Accounng and Financial Disclosure. None. Item 9A. Controls and Procedures. The Registrants maintain a set of disclosure controls and procedures designed to ensure that informaon required to be disclosed by the Registrants in reports that they ﬁle or submit under the Securies Exchange Act of 1934 is recorded, processed, summarized and reported within the me periods speciﬁed in the Securies and Exchange Commission rules and forms. In addion, the disclosure controls and procedures ensure that informaon required to be disclosed is accumulated and communicated to management, including the chief execuve oﬃcer and chief ﬁnancial oﬃcer, allowing mely decisions regarding required disclosure. As of the end of the period covered by this report, based on an evaluaon carried out under the supervision and with the parcipaon of the Registrants' management, including the chief execuve oﬃcer and chief ﬁnancial oﬃcer, of the eﬀecveness of the Registrants' disclosure controls and procedures (as such term is deﬁned in Rules 13a-15(e) and 15(d)-15(e) under the Securies Exchange Act of 1934), the chief execuve oﬃcer and chief ﬁnancial oﬃcer have concluded that the Registrants' disclosure controls and procedures are eﬀecve. No change in the Registrants' internal control over ﬁnancial reporng has occurred during the most recently completed ﬁscal quarter that has materially aﬀected, or is reasonably likely to materially aﬀect, the Registrants' internal control over ﬁnancial reporng (as such term is deﬁned in Rules 13a-15(f) and 15d-15(f) under the Securies Exchange Act of 1934). Management's Report on Internal Control Over Financial Reporng The management of the Registrants is responsible for establishing and maintaining adequate internal control over ﬁnancial reporng. The Registrants' internal control systems were designed to provide reasonable assurance to management and OGE Energy's Board of Directors regarding the preparaon and fair presentaon of published ﬁnancial statements. All internal control systems, no maer how well designed, have inherent limitaons. Therefore, even those systems determined to be eﬀecve can provide only reasonable assurance with respect to ﬁnancial statement preparaon and presentaon. The Registrants' management assessed the eﬀecveness of their internal control over ﬁnancial reporng as of December 31, 2023. In making this assessment, it used the criteria set forth by the Commiee of Sponsoring Organizaons of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on our assessment, we believe that, as of December 31, 2023, the Registrants' internal control over ﬁnancial reporng is eﬀecve based on those criteria. The Registrants' independent auditors have issued an aestaon report on the Registrants' internal control over ﬁnancial reporng. This report appears on the following page. /s/ Sean Trauschke Sean Trauschke, Chairman of the Board, President and Chief Execuve Oﬃcer /s/ W. Bryan Buckler W. Bryan Buckler Chief Financial Oﬃcer /s/ Sarah R. Staﬀord Sarah R. Staﬀord, Controller and Chief Accounng Oﬃcer 107 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of OGE Energy Corp. Opinion on Internal Control Over Financial Reporng We have audited OGE Energy Corp.'s internal control over ﬁnancial reporng as of December 31, 2023, based on criteria established in Internal Control- Integrated Framework issued by the Commiee of Sponsoring Organizaons of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, OGE Energy Corp. (the Company) maintained, in all material respects, eﬀecve internal control over ﬁnancial reporng as of December 31, 2023, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounng Oversight Board (United States) (PCAOB), the consolidated balance sheets and consolidated statements of capitalizaon of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash ﬂows for each of the three years in the period ended December 31, 2023, and the related notes and ﬁnancial statement schedule listed in the Index at Item 15(a) and our report dated February 20, 2024 expressed an unqualiﬁed opinion thereon. Basis for Opinion The Company's management is responsible for maintaining eﬀecve internal control over ﬁnancial reporng and for its assessment of the eﬀecveness of internal control over ﬁnancial reporng included in the accompanying Management's Report on Internal Control Over Financial Reporng. Our responsibility is to express an opinion on the Company's internal control over ﬁnancial reporng based on our audit. We are a public accounng ﬁrm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securies laws and the applicable rules and regulaons of the Securies and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether eﬀecve internal control over ﬁnancial reporng was maintained in all material respects. Our audit included obtaining an understanding of internal control over ﬁnancial reporng, assessing the risk that a material weakness exists, tesng and evaluang the design and operang eﬀecveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Deﬁnion and Limitaons of Internal Control Over Financial Reporng A company's internal control over ﬁnancial reporng is a process designed to provide reasonable assurance regarding the reliability of ﬁnancial reporng and the preparaon of ﬁnancial statements for external purposes in accordance with generally accepted accounng principles. A company's internal control over ﬁnancial reporng includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reﬂect the transacons and disposions of the assets of the company; (2) provide reasonable assurance that transacons are recorded as necessary to permit preparaon of ﬁnancial statements in accordance with generally accepted accounng principles, and that receipts and expenditures of the company are being made only in accordance with authorizaons of management and directors of the company; and (3) provide reasonable assurance regarding prevenon or mely detecon of unauthorized acquision, use, or disposion of the company's assets that could have a material eﬀect on the ﬁnancial statements. Because of its inherent limitaons, internal control over ﬁnancial reporng may not prevent or detect misstatements. Also, projecons of any evaluaon of eﬀecveness to future periods are subject to the risk that controls may become inadequate because of changes in condions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Oklahoma City, Oklahoma February 20, 2024 108 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholder and the Board of Directors of Oklahoma Gas and Electric Company Opinion on Internal Control Over Financial Reporng We have audited Oklahoma Gas and Electric Company's internal control over ﬁnancial reporng as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Commiee of Sponsoring Organizaons of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, Oklahoma Gas and Electric Company (the Company) maintained, in all material respects, eﬀecve internal control over ﬁnancial reporng as of December 31, 2023, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounng Oversight Board (United States) (PCAOB), the balance sheets and statements of capitalizaon of the Company as of December 31, 2023 and 2022, the related statements of income and comprehensive income, changes in stockholder’s equity and cash ﬂows for each of the three years in the period ended December 31, 2023, and the related notes and ﬁnancial statement schedule listed in the Index at Item 15(a) and our report dated February 20, 2024 expressed an unqualiﬁed opinion thereon. Basis for Opinion The Company's management is responsible for maintaining eﬀecve internal control over ﬁnancial reporng and for its assessment of the eﬀecveness of internal control over ﬁnancial reporng included in the accompanying Management's Report on Internal Control Over Financial Reporng. Our responsibility is to express an opinion on the Company's internal control over ﬁnancial reporng based on our audit. We are a public accounng ﬁrm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securies laws and the applicable rules and regulaons of the Securies and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether eﬀecve internal control over ﬁnancial reporng was maintained in all material respects. Our audit included obtaining an understanding of internal control over ﬁnancial reporng, assessing the risk that a material weakness exists, tesng and evaluang the design and operang eﬀecveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Deﬁnion and Limitaons of Internal Control Over Financial Reporng A company's internal control over ﬁnancial reporng is a process designed to provide reasonable assurance regarding the reliability of ﬁnancial reporng and the preparaon of ﬁnancial statements for external purposes in accordance with generally accepted accounng principles. A company's internal control over ﬁnancial reporng includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reﬂect the transacons and disposions of the assets of the company; (2) provide reasonable assurance that transacons are recorded as necessary to permit preparaon of ﬁnancial statements in accordance with generally accepted accounng principles, and that receipts and expenditures of the company are being made only in accordance with authorizaons of management and directors of the company; and (3) provide reasonable assurance regarding prevenon or mely detecon of unauthorized acquision, use, or disposion of the company's assets that could have a material eﬀect on the ﬁnancial statements. Because of its inherent limitaons, internal control over ﬁnancial reporng may not prevent or detect misstatements. Also, projecons of any evaluaon of eﬀecveness to future periods are subject to the risk that controls may become inadequate because of changes in condions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Oklahoma City, Oklahoma February 20, 2024 109 Item 9B. Other Informaon. During the three months ended December 31, 2023, no director or oﬃcer of the Registrants adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is deﬁned in Item 408(a) of Regulaon S-K. Item 9C. Disclosure Regarding Foreign Jurisdicons that Prevent Inspecons. None. 110 Item 10. Directors, Execuve Oﬃcers and Corporate Governance. Code of Ethics Policy PART III OGE Energy maintains a code of ethics for our chief execuve oﬃcer and senior ﬁnancial oﬃcers, including the chief ﬁnancial oﬃcer and chief accounng oﬃcer, which is available for public viewing on OGE Energy's website at www.oge.com/governance. The code of ethics will be provided, free of charge, upon request. OGE Energy intends to sasfy the disclosure requirements under Secon 5, Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the code of ethics by posng such informaon on its website at the locaon speciﬁed above. OGE Energy will also include in its proxy statement informaon regarding the Audit Commiee ﬁnancial experts. OGE Energy. Informaon regarding OGE Energy's execuve oﬃcers is set forth in "Part I, Item 1. Business - Informaon About the Registrants' Execuve Oﬃcers." As permied by General Instrucon G of Form 10-K, the informaon required by Item 10, other than informaon regarding the execuve oﬃcers and the Code of Ethics, will be set forth in OGE Energy's deﬁnive proxy statement for the 2024 Annual Meeng of Shareholders, which is expected to be ﬁled with the Securies and Exchange Commission on or about April 1, 2024. Such proxy statement is incorporated herein by reference. OG&E. Under the reduced disclosure format permied by General Instrucon I(2)(c) of Form 10-K, the informaon otherwise required by Item 10 for OG&E has been omied. Item 11. Execuve Compensaon OGE Energy. As permied by General Instrucon G of Form 10-K, the informaon required by Item 11 will be set forth in OGE Energy's deﬁnive proxy statement for the 2024 Annual Meeng of Shareholders, which is expected to be ﬁled with the Securies and Exchange Commission on or about April 1, 2024. Such proxy statement is incorporated herein by reference. OG&E. Under the reduced disclosure format permied by General Instrucon I(2)(c) of Form 10-K, the informaon otherwise required by Item 11 for OG&E has been omied. Item 12. Security Ownership of Certain Beneﬁcial Owners and Management and Related Stockholder Maers. OGE Energy. As permied by General Instrucon G of Form 10-K, the informaon required by Item 12 will be set forth in OGE Energy's deﬁnive proxy statement for the 2024 Annual Meeng of Shareholders, which is expected to be ﬁled with the Securies and Exchange Commission on or about April 1, 2024. Such proxy statement is incorporated herein by reference. OG&E. Under the reduced disclosure format permied by General Instrucon I(2)(c) of Form 10-K, the informaon otherwise required by Item 12 for OG&E has been omied. Item 13. Certain Relaonships and Related Transacons, and Director Independence. OGE Energy. As permied by General Instrucon G of Form 10-K, the informaon required by Item 13 will be set forth in OGE Energy's deﬁnive proxy statement for the 2024 Annual Meeng of Shareholders, which is expected to be ﬁled with the Securies and Exchange Commission on or about April 1, 2024. Such proxy statement is incorporated herein by reference. OG&E. Under the reduced disclosure format permied by General Instrucon I(2)(c) of Form 10-K, the informaon otherwise required by Item 13 for OG&E has been omied. 111 Item 14. Principal Accountant Fees and Services. The following discussion relates to the audit fees paid by OGE Energy to its principal independent accountants for the services provided to OGE Energy and its subsidiaries, including OG&E. Fees for Principal Independent Accountants Year Ended December 31 Integrated audit of OGE Energy and its subsidiaries ﬁnancial statements and internal control over ﬁnancial reporng Services in support of debt and stock oﬀerings Other (A) Total audit fees (B) Employee beneﬁt plan audits Other compliance services Total audit-related fees Assistance with examinaons and other return issues Review of federal and state tax returns Total tax preparaon and compliance fees Total tax fees Total fees 2023 2022 $ $ 1,404,500 62,000 430,375 1,896,875 144,000 79,530 223,530 229,383 54,400 283,783 283,783 2,404,188 $ $ 1,232,000 59,000 447,500 1,738,500 138,000 — 138,000 219,892 34,000 253,892 253,892 2,130,392 (A) Includes reviews of the ﬁnancial statements included in the Registrants' Quarterly Reports on Form 10-Q, audits of OGE Energy's subsidiaries, preparaon for Audit Commiee meengs, agreed-upon procedures and fees for consulng with the Registrants' execuves regarding accounng issues. (B) The aggregate audit fees include fees billed for the audit of the Registrants' annual ﬁnancial statements and for the reviews of the ﬁnancial statements included in the Registrants' Quarterly Reports on Form 10-Q. For 2023, this amount includes esmated billings for the compleon of the 2023 audit, which services were rendered aer year-end. All Other Fees There were no other fees billed by the principal independent accountants to OGE Energy in 2023 and 2022 for other services. Audit Commiee Pre-Approval Procedures Rules adopted by the Securies and Exchange Commission in order to implement requirements of the Sarbanes-Oxley Act of 2002 require public company audit commiees to pre-approve audit and non-audit services. OGE Energy's Audit Commiee follows procedures pursuant to which audit, audit- related and tax services, and all permissible non-audit services are pre-approved by category of service. The fees are budgeted, and actual fees versus the budget are monitored throughout the year. During the year, circumstances may arise when it may become necessary to engage the principal independent accountants for addional services not contemplated in the original pre-approval. In those instances, OGE Energy will obtain the speciﬁc pre-approval of the Audit Commiee before engaging the principal independent accountants. The procedures require the Audit Commiee to be informed of each service, and the procedures do not include any delegaon of the Audit Commiee's responsibilies to management. The Audit Commiee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated will report any pre-approval decisions to the Audit Commiee at its next scheduled meeng. For 2023, 100 percent of the audit fees, audit-related fees and tax fees were pre-approved by the Audit Commiee or the Chairman of the Audit Commiee pursuant to delegated authority. 112 Item 15. Exhibit and Financial Statement Schedules. (a) 1. Financial Statements PART IV (i) The following ﬁnancial statements are included in Part II, Item 8 of this Annual Report: OGE Energy • • • • • • • • • • Consolidated Statements of Income for the years ended December 31, 2023, 2022 and 2021 Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021 Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 Consolidated Balance Sheets at December 31, 2023 and 2022 Consolidated Statements of Capitalizaon at December 31, 2023 and 2022 Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2023, 2022 and 2021 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounng Firm (Audit of Financial Statements) Management's Report on Internal Control Over Financial Reporng Report of Independent Registered Public Accounng Firm (Audit of Internal Control over Financial Reporng) OG&E • • • • • • • • • • Statements of Income for the years ended December 31, 2023, 2022 and 2021 Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021 Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 Balance Sheets at December 31, 2023 and 2022 Statements of Capitalizaon at December 31, 2023 and 2022 Statements of Changes in Stockholder's Equity for the years ended December 31, 2023, 2022 and 2021 Notes to Financial Statements Report of Independent Registered Public Accounng Firm (Audit of Financial Statements) Management's Report on Internal Control Over Financial Reporng Report of Independent Registered Public Accounng Firm (Audit of Internal Control over Financial Reporng) The reports of the Registrants' independent registered public accounng ﬁrm (PCAOB ID:42) with respect to the above-referenced ﬁnancial statements and their reports on internal control over ﬁnancial reporng are included in Item 8 and Item 9A of this Form 10-K. Their consents for each Registrant appear as Exhibit 23.01 and Exhibit 23.02 of this Form 10-K. 2. Financial Statement Schedule (included in Part IV) • Schedule II - Valuaon and Qualifying Accounts All other schedules have been omied since the required informaon is not applicable or is not material, or because the informaon required is included in the respecve ﬁnancial statements or notes thereto. 113 3. Exhibits Exhibit No. 3.01 3.02 3.03 3.04 4.01 4.02 4.03 4.04 4.05 4.06 4.07 4.08 4.09 4.10 4.11 4.12 4.13 Descripon Copy of Restated OGE Energy Corp. Cerﬁcate of Incorporaon. (Filed as Exhibit 3.01 to OGE Energy's Form 10-Q for the quarter ended June 30, 2013 (File No. 1-12579) and incorporated by reference herein). Copy of Amended OGE Energy Corp. By-laws dated February 22, 2017. (Filed as Exhibit 3.01 to OGE Energy's Form 8-K ﬁled February 23, 2017 (File No. 1-12579) and incorporated by reference herein). Copy of Restated Oklahoma Gas and Electric Company Cerﬁcate of Incorporaon. (Filed as Exhibit 3.01 to OG&E's Form 8-K ﬁled May 19, 2011 (File No. 1-1097) and incorporated by reference herein). Copy of Amended Oklahoma Gas and Electric Company By-laws dated November 30, 2015. (Filed as Exhibit 3.02 to OGE Energy's Form 8-K ﬁled November 30, 2015 (File No. 1-12579) and incorporated by reference herein). Trust Indenture dated October 1, 1995, from OG&E to Boatmen's First Naonal Bank of Oklahoma, Trustee. (Filed as Exhibit 4.02 to OG&E's Form 8-K ﬁled October 24, 1995 and incorporated by reference herein). Supplemental Indenture No. 2, dated as of July 1, 1997, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.01 to OG&E's Form 8-K ﬁled July 17, 1997 (File No. 33-1532) and incorporated by reference herein). Supplemental Indenture No. 3, dated as of April 1, 1998, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.01 to OG&E's Form 8-K ﬁled April 16, 1998 (File No. 33-1532) and incorporated by reference herein). Supplemental Indenture No. 5 dated as of October 24, 2001, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.06 to OG&E's Registraon Statement No. 333-104615 and incorporated by reference herein). Supplemental Indenture No. 6 dated as of August 1, 2004, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.02 to OG&E's Form 8-K ﬁled August 6, 2004 (File No 1-1097) and incorporated by reference herein). Supplemental Indenture No. 7 dated as of January 1, 2006, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.02 to OG&E's Form 8-K ﬁled January 6, 2006 (File No. 1-1097) and incorporated by reference herein). Supplemental Indenture No. 8 dated as of January 15, 2008, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.01 to OG&E's Form 8-K ﬁled January 31, 2008 (File No. 1-1097) and incorporated by reference herein). Supplemental Indenture No. 9 dated as of September 1, 2008, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.01 to OG&E's Form 8-K ﬁled September 9, 2008 (File No. 1-1097) and incorporated by reference herein). Supplemental Indenture No. 10 dated as of December 1, 2008, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.01 to OG&E's Form 8-K ﬁled December 11, 2008 (File No. 1-1097) and incorporated by reference herein). Supplemental Indenture No. 11 dated as of June 1, 2010, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.01 to OG&E's Form 8-K ﬁled June 8, 2010 (File No. 1-1097) and incorporated by reference herein). Supplemental Indenture No. 12 dated as of May 15, 2011, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.01 to OG&E's Form 8-K ﬁled May 27, 2011 (File No. 1-1097) and incorporated by reference herein). Supplemental Indenture No. 13 dated as of May 1, 2013, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.01 to OG&E's Form 8-K ﬁled May 13, 2013 (File No. 1-1097) and incorporated by reference herein). Supplemental Indenture No. 14 dated as of March 15, 2014, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.01 to OG&E's Form 8-K ﬁled March 25, 2014 (File No. 1-1097) and incorporated by reference herein). 114 OGE Energy OG&E X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X 4.14 4.15 4.16 4.17 4.18 4.19 4.20 4.21 4.22 4.23 4.24 4.25 4.26 4.27 4.28+ 10.01 10.02 10.03 Supplemental Indenture No. 15 dated as of December 1, 2014, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.01 to OG&E's Form 8-K ﬁled December 11, 2014 (File No. 1-1097) and incorporated by reference herein). Supplemental Indenture No. 16 dated as of March 15, 2017, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.01 to OG&E's Form 8-K ﬁled March 31, 2017 (File No. 1-1097) and incorporated by reference herein). Supplemental Indenture No. 17 dated as of August 1, 2017, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.01 to OG&E's Form 8-K ﬁled August 11, 2017 (File No. 1-1097) and incorporated by reference herein). Supplemental Indenture No. 18 dated as of April 26, 2018, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.21 to OG&E's Registraon Statement on Form S-3ASR ﬁled May 18, 2018 (File No. 333-225030-01) and incorporated by reference herein). Supplemental Indenture No. 19 dated as of August 15, 2018, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.01 to OG&E's Form 8-K ﬁled August 17, 2018 (File No. 1-1097) and incorporated by reference herein). Supplemental Indenture No. 20 dated as of June 1, 2019, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.01 to OG&E's Form 8-K ﬁled June 7, 2019 (File No. 1-1097) and incorporated by reference herein). Supplemental Indenture No. 21 dated as of April 1, 2020, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.01 to OG&E's Form 8-K ﬁled April 1, 2020 (File No. 1-1097) and incorporated by reference herein). Supplemental Indenture No. 22 dated as of May 27, 2021, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.02 to OG&E's Form 8-K ﬁled May 27, 2021 (File No. 1-1097) and incorporated by reference herein). Supplemental Indenture No. 23 dated as of January 5, 2023, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.01 to OG&E's Form 8-K ﬁled January 5, 2023 (File No. 1-1097) and incorporated by reference herein). Supplemental Indenture No. 24 dated as of April 3, 2023, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.01 to OG&E's Form 8-K ﬁled April 3, 2023 (File No. 1-1097) and incorporated by reference herein). Indenture dated as of November 1, 2004 between OGE Energy Corp. and UMB Bank, N.A., as trustee. (Filed as Exhibit 4.01 to OGE Energy's Form 8-K ﬁled November 12, 2004 (File No. 1-12579) and incorporated by reference herein). Supplemental Indenture No. 2 dated as of November 24, 2014 between OGE Energy and UMB Bank, N.A, as trustee, creang the Senior Notes. (Filed as Exhibit 4.01 to OGE Energy's Form 8-K ﬁled November 24, 2014 (File No. 1-12579) and incorporated by reference herein). Supplemental Indenture No. 3 dated as of April 26, 2018, being a supplemental instrument to Exhibit 4.22 hereto. (Filed as Exhibit 4.04 to OGE Energy's Registraon Statement on Form S-3ASR ﬁled May 18, 2018 (File No. 333-225030) and incorporated by reference herein). Supplemental Indenture No. 4 dated as of May 27, 2021, being a supplemental instrument to Exhibit 4.22 hereto. (Filed as Exhibit 4.01 to OGE Energy's Form 8-K ﬁled May 27, 2021 (File No. 1-12579) and incorporated by reference herein). Descripon of Capital Stock. Amended and Restated Facility Operang Agreement for the McClain Generang Facility dated as of July 9, 2004 between OG&E and the Oklahoma Municipal Power Authority. (Filed as Exhibit 10.03 to OGE Energy's Form 10-Q for the quarter ended June 30, 2004 (File No. 1-12579) and incorporated by reference herein). Amended and Restated Ownership and Operaon Agreement for the McClain Generang Facility dated as of July 9, 2004 between OG&E and the Oklahoma Municipal Power Authority. (Filed as Exhibit 10.04 to OGE Energy's Form 10-Q for the quarter ended June 30, 2004 (File No. 1-12579) and incorporated by reference herein). Operang and Maintenance Agreement for the Transmission Assets of the McClain Generang Facility dated as of August 25, 2003 between OG&E and the Oklahoma 115 X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X 10.04* 10.05* 10.06* 10.07* 10.08* 10.09* 10.10*+ 10.11*+ 10.12* 10.13* 10.14* 10.15* 10.16* 10.17* 10.18* 10.19* 10.20 10.21 Municipal Power Authority. (Filed as Exhibit 10.05 to OGE Energy's Form 10-Q for the quarter ended June 30, 2004 (File No. 1-12579) and incorporated by reference herein). Form of Split Dollar Agreement. (Filed as Exhibit 10.32 to OGE Energy's Form 10-K for the year ended December 31, 2004 (File No. 1-12579) and incorporated by reference herein). OGE Energy Supplemental Execuve Rerement Plan, as amended and restated. (Filed as Exhibit 10.01 to OGE Energy's Form 10-Q for the quarter ended September 30, 2019 (File No. 1-12579) and incorporated by reference herein). Amendment No. 1 to the OGE Energy Corp. Supplemental Execuve Rerement Plan. (Filed as Exhibit 10.01 to OGE Energy's Form 10-Q for the quarter ended June 30, 2021 (File No. 1-12579) and incorporated by reference herein). OGE Energy Restoraon of Rerement Income Plan, as amended and restated. (Filed as Exhibit 10.04 to OGE Energy's Form 10-Q for the quarter ended March 31, 2008 (File No. 1-12579) and incorporated by reference herein). Amendment No. 1 to OGE Energy's Restoraon of Rerement Income Plan. (Filed as Exhibit 10.40 to OGE Energy's Form 10-K for the year ended December 31, 2009 (File No. 1-12579) and incorporated by reference herein). Form of Employment Agreement for all exisng and future oﬃcers of OGE Energy relang to change of control. (Filed as Exhibit 10.28 to OGE Energy's Form 10-K for the year ended December 31, 2011 (File No. 1-12579) and incorporated by reference herein). OGE Energy's Director Compensaon. OGE Energy's Execuve Oﬃcer Compensaon. OGE Energy's 2013 Stock Incenve Plan. (Filed as Annex B to OGE Energy's Proxy Statement for the 2013 Annual Meeng of Shareowners (File No. 1-12579) and incorporated by reference herein). OGE Energy's 2022 Stock Incenve Plan. (Filed as Appendix B to OGE Energy's Proxy Statement for the 2022 Annual Meeng of Shareholder (File No. 1-12579) and incorporated by reference herein). OGE Energy's 2023 Annual Execuve Incenve Compensaon Plan. (Filed as Exhibit 10.14 to OGE Energy's Form 10-K for the year ended December 31, 2022 (File No. 1-12579) and incorporated by reference herein). Form of Performance Unit Agreement under OGE Energy's 2013 Stock Incenve Plan. (Filed as Exhibit 10.01 to OGE Energy's Form 10-Q for the quarter ended June 30, 2017 (File No. 1-12579) and incorporated by reference herein). Form of Restricted Stock Unit Agreement under OGE Energy's 2013 Stock Incenve Plan. (Filed as Exhibit 10.01 to OGE Energy's Form 10-Q for the quarter ended March 31, 2019 (File No. 1-12579) and incorporated by reference herein). Form of Performance Unit Agreement under OGE Energy's 2022 Stock Incenve Plan. (Filed as Exhibit 10.17 to OGE Energy's Form 10-K for the year ended December 31, 2022 (File No. 1-12579) and incorporated by reference herein). Form of Restricted Stock Unit Agreement under OGE Energy's 2022 Stock Incenve Plan. (Filed as Exhibit 10.18 to OGE Energy's Form 10-K for the year ended December 31, 2022 (File No. 1-12579) and incorporated by reference herein). OGE Energy Corp. Deferred Compensaon Plan (As amended and restated eﬀecve October 1, 2016). (Filed as Exhibit 10.37 to OGE Energy's Form 10-K for the year ended December 31, 2016 (File No. 1- 12579) and incorporated by reference herein). Copy of the Selement Agreement ﬁled with the APSC on April 20, 2017. (Filed as Exhibit 99.02 to OGE Energy's Form 8-K ﬁled May 24, 2017 (File No. 1-12579) and incorporated by reference herein). Amended and Restated Credit Agreement dated as of December 17, 2021 by and among OGE Energy Corp. and Wells Fargo Bank, Naonal Associaon, as Agent, JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd., as Co-Syndicaon Agents, MUFG Union Bank, N.A., Royal Bank of Canada and U.S. Bank Naonal Associaon, as Co-Documentaon Agents, and the lenders from me to me pares thereto. (Filed as Exhibit 99.01 to OGE Energy's Form 8-K ﬁled December 21, 2021 (File No. 1-12579) and incorporated by reference herein). 116 X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X 10.22 10.23 10.24 10.25 21.01+ 23.01+ 23.02+ 24.01+ 24.02+ 31.01+ 31.02+ 32.01+ 32.02+ 97.01+ 99.01 99.02 101.INS 101.SCH 104 First Amendment dated as of December 19, 2022, to Amended and Restated Credit Agreement dated as of December 17, 2021, by and among OGE Energy, the Lenders thereto, Wells Fargo Bank, Naonal Associaon, as Agent, JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd., as Co-Syndicaon Agents, and MUFG Bank, Ltd., Royal Bank of Canada and U.S. Bank Naonal Associaon, as Co-Documentaon Agents. (Filed as Exhibit 10.01 to OGE Energy's Form 8-K ﬁled December 19, 2022 (File No. 1-12579) and incorporated by reference herein). Amended and Restated Credit Agreement dated as of December 17, 2021 by and among Oklahoma Gas and Electric Company and Wells Fargo Bank, Naonal Associaon, as Agent, JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd., as Co-Syndicaon Agents, MUFG Union Bank, N.A., Royal Bank of Canada and U.S. Bank Naonal Associaon, as Co-Documentaon Agents, and the lenders from me to me pares thereto. (Filed as Exhibit 99.02 to OG&E's Form 8-K ﬁled December 21, 2021 (File No. 1-1097) and incorporated by reference herein). First Amendment dated as of December 19, 2022, to Amended and Restated Credit Agreement dated as of December 17, 2021, by and among OG&E, the Lenders thereto, Wells Fargo Bank, Naonal Associaon, as Agent, JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd., as Co-Syndicaon Agents, and MUFG Bank, Ltd., Royal Bank of Canada and U.S. Bank Naonal Associaon, as Co-Documentaon Agents. (Filed as Exhibit 10.02 to OG&E's Form 8-K ﬁled December 19, 2022 (File No. 1-1097) and incorporated by reference herein). Leer of extension dated as of December 18, 2023 for OGE Energy's and OG&E's credit agreements dated as of December 17, 2021, as amended, by and among OGE Energy and OG&E, for their respecve credit facility, the Lenders thereto, Wells Fargo Bank, Naonal Associaon, as Agent, JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd., as Co-Syndicaon Agents, and MUFG Bank, Ltd., Royal Bank of Canada and U.S. Bank Naonal Associaon, as Co-Documentaon Agents. (Filed as Exhibit 10.01 to OGE Energy's Form 8-K ﬁled December 20, 2023 (File No. 1-12579) and incorporated by reference herein). Subsidiaries of OGE Energy. Consent of Ernst & Young LLP. Consent of Ernst & Young LLP. Power of Aorney. Power of Aorney. Cerﬁcaons Pursuant to Rule 13a-14(a)/15d-14(a) As Adopted Pursuant to Secon 302 of the Sarbanes- Oxley Act of 2002. Cerﬁcaons Pursuant to Rule 13a-14(a)/15d-14(a) As Adopted Pursuant to Secon 302 of the Sarbanes- Oxley Act of 2002. Cerﬁcaon Pursuant to 18 U.S.C. Secon 1350 As Adopted Pursuant to Secon 906 of the Sarbanes- Oxley Act of 2002. Cerﬁcaon Pursuant to 18 U.S.C. Secon 1350 As Adopted Pursuant to Secon 906 of the Sarbanes- Oxley Act of 2002. Execuve Compensaon Clawback Policy. Credit Agreement dated as of May 24, 2022 by and among OGE Energy Corp., the Lenders and BOKF NA, dba Bank of Oklahoma as Sole Administrave Agent, Sole Syndicaon Agent, Lead Arranger and Sole Bookrunner (Filed as Exhibit 99.01 to OGE Energy's Form 10-Q for the quarter ended June 30, 2022 (File No. 1-12579) and incorporated by reference herein). Copy of the APSC Selement Agreement approval dated May 18, 2017. (Filed as Exhibit 99.01 to OGE Energy's Form 8-K ﬁled May 24, 2017 (File No. 1-12579) and incorporated by reference herein). Inline XBRL Instance Document - the instance document does not appear in the interacve data ﬁle because its XBRL tags are embedded within the Inline XBRL document. Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. Cover Page Interacve Data File - the cover page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101). 117 X X X X X X X X X X X X X X X X X X X X X X X X X X X X * Represents execuve compensaon plans and arrangements. + Represents exhibits ﬁled herewith. All exhibits not so designated are incorporated by reference to a prior ﬁling, as indicated. 118 OGE ENERGY CORP. OKLAHOMA GAS AND ELECTRIC COMPANY SCHEDULE II - Valuaon and Qualifying Accounts Balance at Beginning of Period Addions Charged to Costs and Expenses Deducons (A) Balance at End of Period (in millions) 2.6 $ 3.2 $ 3.4 $ 2.4 $ 2.8 $ 3.3 $ 1.9 $ 5.7 $ 5.4 $ 2.4 1.9 2.2 Descripon Balance at December 31, 2021 Reserve for Uncollecble Accounts Balance at December 31, 2022 Reserve for Uncollecble Accounts Balance at December 31, 2023 Reserve for Uncollecble Accounts (A) Uncollecble accounts receivable wrien oﬀ, net of recoveries. Item 16. Form 10-K Summary. None. $ $ $ 119 Pursuant to the requirements of Secon 13 or 15(d) of the Securies Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, and State of Oklahoma on February 20th, 2024. SIGNATURES OGE ENERGY CORP. (Registrant) By /s/ Sean Trauschke Sean Trauschke Chairman of the Board, President and Chief Execuve Oﬃcer Pursuant to the requirements of the Securies Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacies and on the dates indicated. Signature Title Date /s/ Sean Trauschke Sean Trauschke /s/ W. Bryan Buckler W. Bryan Buckler /s/ Sarah R. Staﬀord Sarah R. Staﬀord Frank A. Bozich Peter D. Clarke Cathy R. Gates David L. Hauser Luther C. Kissam, IV Judy R. McReynolds David E. Rainbolt J. Michael Sanner Sheila G. Talton Principal Execuve Oﬃcer and Director; February 20, 2024 Principal Financial Oﬃcer; February 20, 2024 Principal Accounng Oﬃcer; February 20, 2024 Director; Director; Director; Director; Director; Director; Director; Director; Director; /s/ Sean Trauschke By Sean Trauschke (aorney-in-fact) February 20, 2024 120 Pursuant to the requirements of Secon 13 or 15(d) of the Securies Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, and State of Oklahoma on February 20th, 2024. SIGNATURES OKLAHOMA GAS AND ELECTRIC COMPANY (Registrant) By /s/ Sean Trauschke Sean Trauschke Chairman of the Board, President and Chief Execuve Oﬃcer Pursuant to the requirements of the Securies Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacies and on the dates indicated. Signature Title Date /s/ Sean Trauschke Sean Trauschke /s/ W. Bryan Buckler W. Bryan Buckler /s/ Sarah R. Staﬀord Sarah R. Staﬀord Frank A. Bozich Peter D. Clarke Cathy R. Gates David L. Hauser Luther C. Kissam, IV Judy R. McReynolds David E. Rainbolt J. Michael Sanner Sheila G. Talton /s/ Sean Trauschke By Sean Trauschke (aorney-in-fact) Principal Execuve Oﬃcer and Director; February 20, 2024 Principal Financial Oﬃcer; February 20, 2024 Principal Accounng Oﬃcer; February 20, 2024 Director; Director; Director; Director; Director; Director; Director; Director; Director; February 20, 2024 121 DESCRIPTION OF SECURITIES Exhibit 4.28 The following descripon of the common stock of OGE Energy Corp., an Oklahoma corporaon, is a summary of the general terms thereof and is qualiﬁed in its enrety by the provisions of our cerﬁcate of incorporaon, as amended and restated (the "Restated Cerﬁcate of Incorporaon"), and bylaws, as amended and restated (the "Bylaws"), copies of both of which have been ﬁled as exhibits to our most recent Annual Report on Form 10-K ﬁled with the Securies and Exchange Commission, and the laws of the state of Oklahoma. Authorized Shares Under our Restated Cerﬁcate of Incorporaon, we are authorized to issue 450,000,000 shares of common stock, par value $0.01 per share, of which 200,330,340 shares were outstanding on January 31, 2024. We are also authorized to issue 5,000,000 shares of preferred stock, par value $0.01 per share. No shares of preferred stock are currently outstanding. Our common stock is our only security registered under Secon 12 of the Securies Exchange Act of 1934. Without shareholder approval, we may issue preferred stock in the future in such series as may be designated by our board of directors. In creang any such series, our board of directors has the authority to ﬁx the rights and preferences of each series with respect to, among other things, the dividend rate, redempon provisions, liquidaon preferences, sinking fund provisions, conversion rights and vong rights. The terms of any series of preferred stock that we may issue in the future may provide the holders of such preferred stock with rights that are senior to the rights of the holders of our common stock. Dividend Rights Before we can pay any dividends on our common stock, the holders of our preferred stock that may be outstanding are entled to receive their dividends at the respecve rates as may be provided for the shares of their series. Currently, there are no shares of our preferred stock outstanding. Because we are a holding company and conduct all of our operaons through our subsidiary, our cash ﬂow and ability to pay dividends will be dependent on the earnings and cash ﬂow of our subsidiary and the distribuon or other payment of those earnings to us in the form of dividends. We expect to derive principally all of the funds required by us to enable us to pay dividends on our common stock from dividends paid by Oklahoma Gas and Electric Company ("OG&E") on its common stock. Our ability to receive dividends on OG&E's common stock is subject to the prior rights of the holders of any OG&E preferred stock that may be outstanding, any covenants of OG&E's cerﬁcate of incorporaon and OG&E's debt instruments liming the ability of OG&E to pay dividends and the ability of public ulity commissions that regulate OG&E to eﬀecvely restrict the payment of dividends by OG&E. Vong Rights Each holder of common stock is entled to one vote per share upon all maers upon which shareowners have the right to vote and generally will vote together as one class. Our board of directors has the authority to ﬁx conversion and vong rights for any new series of preferred stock (including the right to elect directors upon a failure to pay dividends), provided that no share of preferred stock can have more than one vote per share. Our Restated Cerﬁcate of Incorporaon also contains "fair price" provisions, which require the approval by the holders of at least 80 percent of the vong power of our outstanding vong stock as a condion for mergers, consolidaons, sales of substanal assets, issuances of capital stock and certain other business combinaons and transacons involving us and any substanal (10 percent or more) holder of our vong stock unless the transacon is either approved by a majority of the members of our board of directors who are unaﬃliated with the substanal holder or speciﬁed minimum price and procedural requirements are met. The provisions summarized in the foregoing sentence may be amended only by the approval of the holders of at least 80 percent of the vong power of our outstanding vong stock. Our vong stock consists of all outstanding shares entled to vote generally in the elecon of directors and currently consists of our common stock. Our vong stock does not have cumulave vong rights for the elecon of directors. Our Restated Cerﬁcate of Incorporaon and By-Laws currently contain provisions stang that: (1) directors may be removed only with the approval of the holders of at least a majority of the vong power of our shares generally entled to vote; (2) any vacancy on the board of directors will be ﬁlled only by the remaining directors then in oﬃce, though less than a quorum; (3) advance noce of introducon by shareowners of business at annual shareowner meengs and of shareowner nominaons for the elecon of directors must be given and that certain informaon must be provided with respect to such maers; (4) shareowner acon may be taken only at an annual meeng of shareowners or a special meeng of shareowners called by the President or the board of directors; and (5) the foregoing provisions may be amended only by the approval of the holders of at least 80 percent of the vong power of the shares generally entled to vote. These provisions, along with the "fair price" provisions discussed above, the business combinaon and control share acquision provision discussed below, may deter aempts to cause a change in control of our company (by proxy contest, tender oﬀer or otherwise) and will make more diﬃcult a change in control that is opposed by our board of directors. Liquidaon Rights Subject to possible prior rights of holders of preferred stock that may be issued in the future, in the event of our liquidaon, dissoluon or winding up, whether voluntary or involuntary, the holders of our common stock are entled to receive the remaining assets and funds pro rata, according to the number of shares of common stock held. Other Provisions Oklahoma has enacted legislaon aimed at regulang takeovers of corporaons and restricng speciﬁed business combinaons with interested shareholders. Under the Oklahoma General Corporaon Act, a shareowner who acquires more than 15 percent of the outstanding vong shares of a corporaon subject to the statute, but less than 85 percent of such shares, is prohibited from engaging in speciﬁed “business combinaons” with the corporaon for three years aer the date that the shareowner became an interested stockholder. This provision does not apply if (1) before the acquision date the corporaon's board of directors has approved either the business combinaon or the transacon in which the shareowner became an interested shareowner or (2) the corporaon's board of directors approves the business combinaon and at least two- thirds of the outstanding vong stock of the corporaon not owned by the interested shareowner vote to authorize the business combinaon. The term “business combinaon” encompasses a wide variety of transacons with or caused by an interested shareowner in which the interested shareowner receives or could receive a beneﬁt on other than a pro rata basis with other shareowners, including mergers, speciﬁed asset sales, speciﬁed issuances of addional shares to the interested shareowner, transacons with the corporaon that increase the proporonate interest of the interested shareowner or transacons in which the interested shareowner receives certain other beneﬁts. Oklahoma law also contains control share acquision provisions. These provisions generally require the approval of the holders of a majority of the corporaon's vong shares held by disinterested shareowners before a person purchasing one-ﬁh or more of the corporaon's vong shares can vote the shares in excess of the one-ﬁh interest. Similar shareholder approvals are required at one-third and majority thresholds. The board of directors may allot and issue shares of common stock for such consideraon, not less than the par value thereof, as it may from me to me determine. No holder of common stock has the preempve right to subscribe for or purchase any part of any new or addional issue of stock or securies converble into stock. Our common stock is not subject to further calls or to assessment by us. Lisng Our common stock is listed on the New York Stock Exchange. Transfer Agent and Registrar Computershare is the Transfer Agent and Registrar for our common stock. OGE Energy Corp. Director Compensaon Exhibit 10.10 Compensaon of non-management directors of OGE Energy Corp. ("OGE Energy") in 2023 included an annual retainer fee of $267,500, of which $115,000 was payable in cash in quarterly installments and $152,500 was deposited in the director's account under OGE Energy's Deferred Compensaon Plan and converted to 4,317.7 common stock units based on the closing price of OGE Energy's Common Stock on December 12, 2023. In 2023, the independent directors did not receive addional compensaon for aending Board or commiee meengs but were instead paid a quarterly cash retainer. The lead director that served in 2023 received an addional $30,000 cash retainer in 2023. The chair of each of the Compensaon, Nominang, Corporate Governance and Stewardship and Audit Commiees that served in 2023 received an addional $15,000 annual cash retainer in 2023. Each member of the Audit Commiee also received an addional annual retainer of $5,000. These amounts represent the total fees paid to directors in their capacies as directors of OGE Energy and Oklahoma Gas and Electric Company in 2023. Under OGE Energy's Deferred Compensaon Plan, non-management directors may defer payment of all or part of their quarterly and annual cash retainer fee, which deferred amounts in 2023 were credited to their account as of the scheduled payment date. Amounts credited to the accounts are assumed to be invested in one or more of the investment opons permied under OGE Energy's Deferred Compensaon Plan. In 2023, those investment opons included an OGE Energy Common Stock fund, whose value was determined based on the stock price of OGE Energy's Common Stock. When an individual ceases to be a director of OGE Energy, all amounts credited under OGE Energy's Deferred Compensaon Plan are paid in cash in a lump sum or installments. In certain circumstances, parcipants may also be entled to in-service withdrawals from OGE Energy's Deferred Compensaon Plan. On December 5, 2023, the Compensaon Commiee met to consider director compensaon. At that meeng, the Compensaon Commiee recommended, and the Board subsequently approved, to make no changes in the annual cash retainer in 2024, and the annual equity retainer, credited on December 12, 2023, was increased from $140,000 to $152,500. OGE Energy Corp. Execuve Oﬃcer Compensaon Exhibit 10.11 Execuve Compensaon In December 2023, the Compensaon Commiee of the OGE Energy Corp. ("OGE Energy") board of directors took acons seng execuves' salaries and target amount of annual incenve awards for 2024. In February 2024, the Compensaon Commiee took acon seng execuves' target amounts of long-term compensaon awards for 2024. Execuve compensaon was set by the Compensaon Commiee aer consideraon of, among other things, individual performance and market-based data on compensaon for execuves with similar dues. Payouts of 2024 annual incenve award targets and performance-based long-term awards are dependent on achievement of speciﬁed corporate goals established by the Compensaon Commiee, and no oﬃcer is assured of any payout. Salary The Compensaon Commiee established the base salaries for its senior execuve group. The salaries for 2024 for the OGE Energy oﬃcers who are expected to be named in the Summary Compensaon Table in OGE Energy's 2024 Proxy Statement are listed in the table below. Execuve Oﬃcer Sean Trauschke, Chairman, President and Chief Execuve Oﬃcer W. Bryan Buckler, Chief Financial Oﬃcer William H. Sultemeier, General Counsel, Corporate Secretary and Chief Compliance Oﬃcer Donnie O. Jones, Vice President - Ulity Operaons of OG&E Crisna F. McQuison, Vice President - Corporate Responsibility and Stewardship Establishment of 2024 Annual Incenve Awards 2024 Base Salary $1,204,622 $509,304 $517,394 $454,553 $362,022 As stated above, at its December 2023 meeng, the Compensaon Commiee approved the target amount of annual incenve awards, expressed as a percentage of salary, with the oﬃcer having the ability, depending upon achievement of the 2024 corporate goals to receive from 0 percent to 200 percent of such targeted amount. For 2024, the targeted amount ranged from 45 percent to 110 percent of the approved 2024 base salary for the execuve oﬃcers in the above table. Establishment of Long-Term Awards At its February 2024 meeng, the Compensaon Commiee approved the level of target long-term incenve awards, expressed as a percentage of salary. For the 2024 awards granted, the targeted amount ranged from 140 percent to 400 percent of the approved 2024 base salary for the execuve oﬃcers receiving this long-term award in the above table. The performance-based poron of the long-term incenve awards allow the oﬃcer to receive from 0 percent to 200 percent of such targeted amount at the end of a three-year performance period depending upon achievement of the corporate goals. The me-based poron of the long-term incenve awards allow the oﬃcers to receive the granted amount at the end of a three-year vesng period depending upon connued employment. Other Beneﬁts Rerement Beneﬁts. A signiﬁcant amount of OGE Energy's employees hired before December 1, 2009, including execuve oﬃcers, are eligible to parcipate in OGE Energy's Pension Plan and certain employees are eligible to parcipate in OGE Energy's Restoraon of Rerement Income Plan that enables parcipants, including execuve oﬃcers, to receive the same beneﬁts that they would have received under OGE Energy's Pension Plan in the absence of limitaons imposed by the federal tax laws. In addion, the supplemental execuve rerement plan, which was adopted in 1993 and amended in subsequent years, provides a supplemental execuve rerement plan in order to aract and retain execuves designated by the Compensaon Commiee of OGE Energy's Board of Directors who may not otherwise qualify for a suﬃcient level of beneﬁts under OGE Energy's Pension Plan and Restoraon of Rerement Income Plan. Mr. Trauschke is the only employee who parcipates in the supplemental execuve rerement plan. Almost all employees of OGE Energy, including execuve oﬃcers, also are eligible to parcipate in our 401(k) Plan. Parcipants may contribute each pay period any whole percentage between two percent and 75 percent of their compensaon, as deﬁned in the 401(k) Plan, for that pay period. Parcipants who have aained age 50 before the close of a year are allowed to make addional contribuons referred to as "Catch-Up Contribuons," subject to certain limitaons of the Code. Parcipants may designate, at their discreon, all or any poron of their contribuons as: (i) a before-tax contribuon under Secon 401(k) of the Code subject to the limitaons thereof; (ii) an aer-tax Roth contribuon; or (iii) a contribuon made on a non-Roth aer-tax basis. The 401(k) Plan also includes an eligible automac contribuon arrangement and provides for a qualiﬁed default investment alternave consistent with the U.S. Department of Labor regulaons. Parcipants may elect, in accordance with the 401(k) Plan procedures, to have his or her future salary deferral rate to be automacally increased annually on a date and in an amount as speciﬁed by the parcipant in such elecon. For employees hired or rehired on or aer December 1, 2009, OGE Energy contributes to the 401(k) Plan, on behalf of each parcipant, 200 percent of the parcipant's contribuons up to ﬁve percent of compensaon. OGE Energy contribuon for employees hired or rehired before December 1, 2009 varies depending on the parcipant's hire date, elecon with respect to parcipaon in the Pension Plan and, in some cases, years of service. No OGE Energy contribuons are made with respect to a parcipant's Catch-Up Contribuons, rollover contribuons, or with respect to a parcipant's contribuons based on overme payments, pay-in-lieu of overme for exempt personnel, special lump-sum recognion awards and lump-sum merit awards included in compensaon for determining the amount of parcipant contribuons. Once made, OGE Energy's contribuon may be directed to any available investment opon in the 401(k) Plan. OGE Energy match contribuons vest over a three-year period. Aer two years of service, parcipants become 20 percent vested in their OGE Energy contribuon account and become fully vested on compleng three years of service. In addion, parcipants fully vest when they are eligible for normal or early rerement under the Pension Plan, in the event of their terminaon due to death or permanent disability or upon aainment of age 65 while employed by OGE Energy or its aﬃliates. OGE Energy provides a nonqualiﬁed deferred compensaon plan which is intended to be an unfunded plan. The plan's primary purpose is to provide a tax-deferred capital accumulaon vehicle for a select group of management, highly compensated employees and non-employee members of the Board of Directors of OGE Energy and to supplement such employees' 401(k) Plan contribuons as well as oﬀering this plan to be compeve in the marketplace. Eligible employees who enroll in the plan have the following deferral opons: (i) eligible employees may elect to defer up to a maximum of 70 percent of base salary and 100 percent of annual incenve awards or (ii) eligible employees may elect a deferral percentage of base salary and annual incenve awards based on the deferral percentage elected for a year under the 401(k) Plan with such deferrals to start when maximum deferrals to the qualiﬁed 401(k) Plan have been made because of limitaons in that plan. Eligible directors who enroll in the plan may elect to defer up to a maximum of 100 percent of directors' meeng fees and annual retainers. OGE Energy matches employee (but not non-employee director) deferrals to make up for any match lost in the 401(k) Plan because of deferrals to the deferred compensaon plan, and to allow for a match that would have been made under the 401(k) Plan on that poron of either the ﬁrst six percent of total compensaon or the ﬁrst ﬁve percent of total compensaon, depending on prior parcipant elecons, deferred that exceeds the limits allowed in the 401(k) Plan. Matching credits vest based on years of service, with full vesng aer three years or, if earlier, on rerement, disability, death, a change in control of OGE Energy or terminaon of the plan. Deferrals, plus any OGE Energy match, are credited to a recordkeeping account in the parcipant's name. Earnings on the deferrals are indexed to the assumed investment funds selected by the parcipant. In 2023, those investment opons included an OGE Energy Common Stock fund, whose value was determined based on the stock price of OGE Energy's Common Stock. Normally, payments under the deferred compensaon plan begin within one year aer rerement. For these purposes, normal rerement age is 65 and the minimum age to qualify for early rerement is age 55 with at least ﬁve years of service. Beneﬁts will be paid, at the elecon of the parcipant, either in a lump sum or a stream of annual payments for up to 15 years, or a combinaon thereof. Parcipants whose employment terminates before they qualify for rerement will receive their vested account balance in one lump sum following terminaon as provided in the plan. Parcipants also will be entled to pre- and post-rerement survivor beneﬁts. If the parcipant dies while in employment before rerement, his or her beneﬁciary will receive a payment of the account balance plus a supplemental survivor beneﬁt equal to two mes the total amount of base salary and annual incenve payments deferred under the plan. If the parcipant dies following rerement, his or her beneﬁciary will connue to receive the remaining vested account balance. Addionally, eligible surviving spouses will be entled to a lifeme survivor annuity payable annually. The amount of the annuity is based on 50 percent of the parcipant's account balance at rerement, the spouse's age and actuarial assumpons established by OGE Energy's Plan Administraon Commiee. At any me prior to rerement, a parcipant may withdraw all or part of amounts aributable to his or her vested account balance under the deferred compensaon plan at December 31, 2004, subject to a penalty of 10 percent of the amount withdrawn. In addion, at the me of the inial deferral elecon, a parcipant may elect to receive one or more in-service distribuons on speciﬁed dates without penalty. Hardship withdrawals, without penalty, may also be permied at the discreon of OGE Energy's Plan Administraon Commiee. Perquisites. OGE Energy also oﬀers execuve oﬃcers a limited amount of perquisites. These include payment of social membership dues at dining and country clubs for certain execuve oﬃcers, an annual physical exam for all execuve oﬃcers, a relocaon program and in some instances the use of a company car. In reviewing the perquisites and the beneﬁts under the 401(k) Plan, Deferred Compensaon Plan, Pension Plan, Restoraon of Rerement Income Plan and supplemental execuve rerement plan, the Compensaon Commiee seeks to provide parcipants with beneﬁts at least commensurate with those oﬀered by other ulies of comparable size. Change-of-Control Provisions and Employment Agreements. None of OGE Energy's execuve oﬃcers has an employment agreement with OGE Energy. Each of the execuve oﬃcers has a change of control agreement that becomes eﬀecve upon a change of control. If an execuve oﬃcer's employment is terminated by OGE Energy "without cause" following a change of control, the execuve oﬃcer is entled to the following payments: (i) all accrued and unpaid compensaon and a prorated annual incenve payout and (ii) a severance payment equal to 2.99 mes the sum of such oﬃcer's (a) annual base salary and (b) highest recent annual incenve payout. The change of control agreements are considered to be double trigger agreements because payment will only be made following a change of control and terminaon of employment. The 2.99 mes mulple for change-of-control payments was selected because at the me it was considered standard. Although many companies also include provisions for tax gross-up payments to cover any excise taxes on excess parachute payments, OGE Energy's Board of Directors decided not to include this addional beneﬁt in OGE Energy's agreements. Instead, under OGE Energy's agreements if the excise tax would be imposed, the change-of-control payments will be reduced to a point where no excise tax would be payable, if such reducon would result in a greater aer-tax payment. In addion, pursuant to the terms of OGE Energy's incenve compensaon plans, upon a change of control, all performance units will vest and be paid out immediately in cash as if the applicable performance goals had been sasﬁed at target levels; all restricted stock units will vest and be paid out immediately in cash; and any annual incenve award outstanding for the year in which the parcipant's terminaon occurs for any reason, other than cause, within 24 months aer the change of control will be paid in cash at target level on a prorated basis. OGE Energy Corp. Subsidiaries of the Registrant Oklahoma Gas and Electric Company Oklahoma Name of Subsidiary Jurisdicon of Incorporaon Exhibit 21.01 Percentage of Ownership 100.0 The above listed subsidiary has been consolidated in the Registrant's ﬁnancial statements. Certain of OGE Energy's subsidiaries have been omied from the list above in accordance with Rule 1-02(w) of Regulaon S-X. Exhibit 23.01 We consent to the incorporaon by reference in the following Registraon Statements: Consent of Independent Registered Public Accounng Firm (1) Registraon Statement (Form S-8 No. 333-92423) pertaining to the deferred compensaon plan of OGE Energy Corp., (2) Registraon Statement (Form S-8 No. 333-104497) pertaining to the employees' stock ownership and rerement savings plan of OGE Energy Corp., (3) Registraon Statement (Form S-8 No. 333-190406) pertaining to the employees' stock ownership and rerement savings plan of OGE Energy Corp., (4) Registraon Statement (Form S-8 No. 333-190405) pertaining to the 2013 stock incenve plan of OGE Energy Corp., (5) Registraon Statement (Form S-3ASR No. 333-255823) pertaining to common stock and debt securies of OGE Energy Corp., (6) Registraon Statement (Form S-8 No. 333-266540) pertaining to the OGE Energy Corp. 2022 Stock Incenve Plan of OGE Energy Corp., and (7) Registraon Statement (Form S-3ASR No. 333-274748) pertaining to the dividend reinvestment and stock purchase plan of OGE Energy Corp.; of our reports dated February 20, 2024, with respect to the consolidated ﬁnancial statements and schedule of OGE Energy Corp. and the eﬀecveness of internal control over ﬁnancial reporng of OGE Energy Corp. included in this Annual Report (Form 10-K) of OGE Energy Corp. for the year ended December 31, 2023. /s/ Ernst & Young LLP Oklahoma City, Oklahoma February 20, 2024 Consent of Independent Registered Public Accounng Firm Exhibit 23.02 We consent to the incorporaon by reference in the Registraon Statement (Form S-3ASR No. 333-255823-01) of Oklahoma Gas and Electric Company of our reports dated February 20, 2024, with respect to the ﬁnancial statements and schedule of Oklahoma Gas and Electric Company, and the eﬀecveness of internal control over ﬁnancial reporng of Oklahoma Gas and Electric Company, included in this Annual Report (Form 10-K) for the year ended December 31, 2023. /s/ Ernst & Young LLP Oklahoma City, Oklahoma February 20, 2024 Power of Aorney Exhibit 24.01 WHEREAS, OGE ENERGY CORP., an Oklahoma corporaon (herein referred to as the "Company"), is about to ﬁle with the Securies and Exchange Commission, under the provisions of the Securies Exchange Act of 1934, as amended, its annual report on Form 10-K for the year ended December 31, 2023; and WHEREAS, each of the undersigned holds the oﬃce or oﬃces in the Company herein-below set opposite his or her name, respecvely; NOW, THEREFORE, each of the undersigned hereby constutes and appoints SEAN TRAUSCHKE, W. BRYAN BUCKLER and SARAH R. STAFFORD and each of them individually, his or her aorney with full power to act for him or her and in his or her name, place and stead, to sign his or her name in the capacity or capacies set forth below to said Form 10-K and to any and all amendments thereto, and hereby raﬁes and conﬁrms all that said aorney may or shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 20th day of February, 2024. Sean Trauschke, Chairman, Principal Execuve Oﬃcer and Director Frank A. Bozich, Director Peter D. Clarke, Director Cathy R. Gates, Director David L. Hauser, Director Luther C. Kissam, IV Judy R. McReynolds, Director David E. Rainbolt, Director J. Michael Sanner, Director Sheila G. Talton, Director W. Bryan Buckler, Principal Financial Oﬃcer Sarah R. Staﬀord, Principal Accounng Oﬃcer STATE OF OKLAHOMA COUNTY OF OKLAHOMA ) ) ) SS /s/ Sean Trauschke /s/ Frank A. Bozich /s/ Peter D. Clarke /s/ Cathy R. Gates /s/ David L. Hauser /s/ Luther C. Kissam, IV /s/ Judy R. McReynolds /s/ David E. Rainbolt /s/ J. Michael Sanner /s/ Sheila G. Talton /s/ W. Bryan Buckler /s/ Sarah R. Staﬀord On the date indicated above, before me, Kelly Hamilton-Coyer, Notary Public in and for said County and State, the above named directors and oﬃcers of OGE ENERGY CORP., an Oklahoma corporaon, known to me to be the persons whose names are subscribed to the foregoing instrument, severally acknowledged to me that they executed the same as their own free act and deed. IN WITNESS WHEREOF, I have hereunto set my hand and aﬃxed my oﬃcial seal on the 20th day of February, 2024. My commission expires: July 6, 2025 /s/ Kelly G. Hamilton-Coyer By: Kelly G. Hamilton-Coyer Notary Public Power of Aorney Exhibit 24.02 WHEREAS, OKLAHOMA GAS AND ELECTRIC COMPANY, an Oklahoma corporaon (herein referred to as the "Company"), is about to ﬁle with the Securies and Exchange Commission, under the provisions of the Securies Exchange Act of 1934, as amended, its annual report on Form 10-K for the year ended December 31, 2023; and WHEREAS, each of the undersigned holds the oﬃce or oﬃces in the Company herein-below set opposite his or her name, respecvely; NOW, THEREFORE, each of the undersigned hereby constutes and appoints SEAN TRAUSCHKE, W. BRYAN BUCKLER and SARAH R. STAFFORD and each of them individually, his or her aorney with full power to act for him or her and in his or her name, place and stead, to sign his or her name in the capacity or capacies set forth below to said Form 10-K and to any and all amendments thereto, and hereby raﬁes and conﬁrms all that said aorney may or shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 20th day of February, 2024. Sean Trauschke, Chairman, Principal Execuve Oﬃcer and Director Frank A. Bozich, Director Peter D. Clarke, Director Cathy R. Gates, Director David L. Hauser, Director Luther C. Kissam, IV Judy R. McReynolds, Director David E. Rainbolt, Director J. Michael Sanner, Director Sheila G. Talton, Director W. Bryan Buckler, Principal Financial Oﬃcer Sarah R. Staﬀord, Principal Accounng Oﬃcer STATE OF OKLAHOMA COUNTY OF OKLAHOMA ) ) ) SS /s/ Sean Trauschke /s/ Frank A. Bozich /s/ Peter D. Clarke /s/ Cathy R. Gates /s/ David L. Hauser /s/ Luther C. Kissam, IV /s/ Judy R. McReynolds /s/ David E. Rainbolt /s/ J. Michael Sanner /s/ Sheila G. Talton /s/ W. Bryan Buckler /s/ Sarah R. Staﬀord On the date indicated above, before me, Kelly Hamilton-Coyer, Notary Public in and for said County and State, the above named directors and oﬃcers of OKLAHOMA GAS AND ELECTRIC COMPANY, an Oklahoma corporaon, known to me to be the persons whose names are subscribed to the foregoing instrument, severally acknowledged to me that they executed the same as their own free act and deed. IN WITNESS WHEREOF, I have hereunto set my hand and aﬃxed my oﬃcial seal on the 20th day of February, 2024. /s/ Kelly G. Hamilton-Coyer By: Kelly G. Hamilton-Coyer Notary Public My commission expires: July 6, 2025 Exhibit 31.01 CERTIFICATIONS I, Sean Trauschke, cerfy that: 1. I have reviewed this annual report on Form 10-K of OGE Energy Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the ﬁnancial statements, and other ﬁnancial informaon included in this report, fairly present in all material respects the ﬁnancial condion, results of operaons and cash ﬂows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other cerfying oﬃcer and I are responsible for establishing and maintaining disclosure controls and procedures (as deﬁned in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over ﬁnancial reporng (as deﬁned in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material informaon relang to the registrant, including its consolidated subsidiaries, is made known to us by others within those enes, parcularly during the period in which this report is being prepared; b) designed such internal control over ﬁnancial reporng, or caused such internal control over ﬁnancial reporng to be designed under our supervision, to provide reasonable assurance regarding the reliability of ﬁnancial reporng and the preparaon of ﬁnancial statements for external purposes in accordance with generally accepted accounng principles; c) evaluated the eﬀecveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the eﬀecveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluaon; and d) disclosed in this report any change in the registrant's internal control over ﬁnancial reporng that occurred during the registrant's most recent ﬁscal quarter (the registrant's fourth ﬁscal quarter in the case of an annual report) that has materially aﬀected, or is reasonably likely to materially aﬀect, the registrant's internal control over ﬁnancial reporng; and 5. The registrant's other cerfying oﬃcer and I have disclosed, based on our most recent evaluaon of internal control over ﬁnancial reporng, to the registrant's auditors and the audit commiee of the registrant's board of directors (or persons performing the equivalent funcons): a) all signiﬁcant deﬁciencies and material weaknesses in the design or operaon of internal control over ﬁnancial reporng which are reasonably likely to adversely aﬀect the registrant's ability to record, process, summarize and report ﬁnancial informaon; and b) any fraud, whether or not material, that involves management or other employees who have a signiﬁcant role in the registrant's internal control over ﬁnancial reporng. Date: February 20, 2024 /s/ Sean Trauschke Sean Trauschke Chairman of the Board, President and Chief Execuve Oﬃcer CERTIFICATIONS I, W. Bryan Buckler, cerfy that: 1. I have reviewed this annual report on Form 10-K of OGE Energy Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the ﬁnancial statements, and other ﬁnancial informaon included in this report, fairly present in all material respects the ﬁnancial condion, results of operaons and cash ﬂows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other cerfying oﬃcer and I are responsible for establishing and maintaining disclosure controls and procedures (as deﬁned in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over ﬁnancial reporng (as deﬁned in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material informaon relang to the registrant, including its consolidated subsidiaries, is made known to us by others within those enes, parcularly during the period in which this report is being prepared; b) designed such internal control over ﬁnancial reporng, or caused such internal control over ﬁnancial reporng to be designed under our supervision, to provide reasonable assurance regarding the reliability of ﬁnancial reporng and the preparaon of ﬁnancial statements for external purposes in accordance with generally accepted accounng principles; c) evaluated the eﬀecveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the eﬀecveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluaon; and d) disclosed in this report any change in the registrant's internal control over ﬁnancial reporng that occurred during the registrant's most recent ﬁscal quarter (the registrant's fourth ﬁscal quarter in the case of an annual report) that has materially aﬀected, or is reasonably likely to materially aﬀect, the registrant's internal control over ﬁnancial reporng; and 5. The registrant's other cerfying oﬃcer and I have disclosed, based on our most recent evaluaon of internal control over ﬁnancial reporng, to the registrant's auditors and the audit commiee of the registrant's board of directors (or persons performing the equivalent funcons): a) all signiﬁcant deﬁciencies and material weaknesses in the design or operaon of internal control over ﬁnancial reporng which are reasonably likely to adversely aﬀect the registrant's ability to record, process, summarize and report ﬁnancial informaon; and b) any fraud, whether or not material, that involves management or other employees who have a signiﬁcant role in the registrant's internal control over ﬁnancial reporng. Date: February 20, 2024 /s/ W. Bryan Buckler W. Bryan Buckler Chief Financial Oﬃcer Exhibit 31.02 CERTIFICATIONS I, Sean Trauschke, cerfy that: 1. I have reviewed this annual report on Form 10-K of Oklahoma Gas and Electric Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the ﬁnancial statements, and other ﬁnancial informaon included in this report, fairly present in all material respects the ﬁnancial condion, results of operaons and cash ﬂows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other cerfying oﬃcer and I are responsible for establishing and maintaining disclosure controls and procedures (as deﬁned in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over ﬁnancial reporng (as deﬁned in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material informaon relang to the registrant, including its consolidated subsidiaries, is made known to us by others within those enes, parcularly during the period in which this report is being prepared; b) designed such internal control over ﬁnancial reporng, or caused such internal control over ﬁnancial reporng to be designed under our supervision, to provide reasonable assurance regarding the reliability of ﬁnancial reporng and the preparaon of ﬁnancial statements for external purposes in accordance with generally accepted accounng principles; c) evaluated the eﬀecveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the eﬀecveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluaon; and d) disclosed in this report any change in the registrant's internal control over ﬁnancial reporng that occurred during the registrant's most recent ﬁscal quarter (the registrant's fourth ﬁscal quarter in the case of an annual report) that has materially aﬀected, or is reasonably likely to materially aﬀect, the registrant's internal control over ﬁnancial reporng; and 5. The registrant's other cerfying oﬃcer and I have disclosed, based on our most recent evaluaon of internal control over ﬁnancial reporng, to the registrant's auditors and the audit commiee of the registrant's board of directors (or persons performing the equivalent funcons): a) all signiﬁcant deﬁciencies and material weaknesses in the design or operaon of internal control over ﬁnancial reporng which are reasonably likely to adversely aﬀect the registrant's ability to record, process, summarize and report ﬁnancial informaon; and b) any fraud, whether or not material, that involves management or other employees who have a signiﬁcant role in the registrant's internal control over ﬁnancial reporng. Date: February 20, 2024 /s/ Sean Trauschke Sean Trauschke Chairman of the Board, President and Chief Execuve Oﬃcer CERTIFICATIONS I, W. Bryan Buckler, cerfy that: 1. I have reviewed this annual report on Form 10-K of Oklahoma Gas and Electric Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the ﬁnancial statements, and other ﬁnancial informaon included in this report, fairly present in all material respects the ﬁnancial condion, results of operaons and cash ﬂows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other cerfying oﬃcer and I are responsible for establishing and maintaining disclosure controls and procedures (as deﬁned in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over ﬁnancial reporng (as deﬁned in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material informaon relang to the registrant, including its consolidated subsidiaries, is made known to us by others within those enes, parcularly during the period in which this report is being prepared; b) designed such internal control over ﬁnancial reporng, or caused such internal control over ﬁnancial reporng to be designed under our supervision, to provide reasonable assurance regarding the reliability of ﬁnancial reporng and the preparaon of ﬁnancial statements for external purposes in accordance with generally accepted accounng principles; c) evaluated the eﬀecveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the eﬀecveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluaon; and d) disclosed in this report any change in the registrant's internal control over ﬁnancial reporng that occurred during the registrant's most recent ﬁscal quarter (the registrant's fourth ﬁscal quarter in the case of an annual report) that has materially aﬀected, or is reasonably likely to materially aﬀect, the registrant's internal control over ﬁnancial reporng; and 5. The registrant's other cerfying oﬃcer and I have disclosed, based on our most recent evaluaon of internal control over ﬁnancial reporng, to the registrant's auditors and the audit commiee of the registrant's board of directors (or persons performing the equivalent funcons): a) all signiﬁcant deﬁciencies and material weaknesses in the design or operaon of internal control over ﬁnancial reporng which are reasonably likely to adversely aﬀect the registrant's ability to record, process, summarize and report ﬁnancial informaon; and b) any fraud, whether or not material, that involves management or other employees who have a signiﬁcant role in the registrant's internal control over ﬁnancial reporng. Date: February 20, 2024 /s/ W. Bryan Buckler W. Bryan Buckler Chief Financial Oﬃcer Cerﬁcaon Pursuant to 18 U.S.C. Secon 1350 As Adopted Pursuant to Secon 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.01 In connecon with the Annual Report of OGE Energy Corp. ("OGE Energy") on Form 10-K for the year ended December 31, 2023, as ﬁled with the Securies and Exchange Commission (the "Report"), each of the undersigned does hereby cerfy, pursuant to 18 U.S.C. Secon 1350, as adopted pursuant to Secon 906 of the Sarbanes-Oxley Act of 2002, that: 1) The Report fully complies with the requirements of Secon 13(a) or 15(d) of the Securies Exchange Act of 1934; and 2) The informaon contained in the Report fairly presents, in all material respects, the ﬁnancial condion and results of operaons of OGE Energy. February 20, 2024 /s/ Sean Trauschke Sean Trauschke Chairman of the Board, President and Chief Execuve Oﬃcer /s/ W. Bryan Buckler W. Bryan Buckler Chief Financial Oﬃcer Cerﬁcaon Pursuant to 18 U.S.C. Secon 1350 As Adopted Pursuant to Secon 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.02 In connecon with the Annual Report of Oklahoma Gas and Electric Company ("OG&E") on Form 10-K for the year ended December 31, 2023, as ﬁled with the Securies and Exchange Commission (the "Report"), each of the undersigned does hereby cerfy, pursuant to 18 U.S.C. Secon 1350, as adopted pursuant to Secon 906 of the Sarbanes-Oxley Act of 2002, that: 1) The Report fully complies with the requirements of Secon 13(a) or 15(d) of the Securies Exchange Act of 1934; and 2) The informaon contained in the Report fairly presents, in all material respects, the ﬁnancial condion and results of operaons of OG&E. February 20, 2024 /s/ Sean Trauschke Sean Trauschke Chairman of the Board, President and Chief Execuve Oﬃcer /s/ W. Bryan Buckler W. Bryan Buckler Chief Financial Oﬃcer OGE ENERGY CORP. INCENTIVE COMPENSATION CLAWBACK POLICY Exhibit 97.01 This Incenve Compensaon Clawback Policy has been adopted by the Compensaon Commiee of the Board of Directors of OGE Energy Corp., eﬀecve as of October 2, 2023. 1. Purpose. The purpose of this Policy is to describe the circumstances in which Execuve Oﬃcers will be required to repay or return Erroneously Awarded Compensaon to members of the Company Group. This Policy is intended to comply with, and shall be interpreted to be consistent with, Secon 303A.14 of the Listed Company Manual of the NYSE that was adopted to implement Rule 10D-1 under the Securies Exchange Act of 1934, as amended. Capitalized terms not otherwise deﬁned have the meaning set forth in Secon 3. Each Execuve Oﬃcer shall be required to sign and return to the Company the Acknowledgement Form aached hereto as Exhibit A pursuant to which such Execuve Oﬃcer will agree to be bound by the terms and comply with this Policy. 2. Repayment of Erroneously Awarded Compensaon. a. b. In the event of an Accounng Restatement, the Commiee shall recover reasonably promptly the amount of any Erroneously Awarded Compensaon, determined in accordance with this Policy and applicable laws and regulaons. The Commiee shall have broad discreon to determine the appropriate means of recovery of Erroneously Awarded Compensaon based on all applicable facts and circumstances and taking into account the me value of money and the cost to shareholders of delaying recovery. Such means and methods of recovery may include, without limitaon, (i) seeking reimbursement of all or part of any cash or equity-based award, (ii) cancelling prior cash or equity-based awards, whether vested or unvested or paid or unpaid, (iii) cancelling or oﬀseng against any planned future cash or equity-based awards, (iv) forfeiture of deferred compensaon, subject to compliance with Secon 409A of the Internal Revenue Code and the regulaons promulgated thereunder, (v) entering into a repayment plan and (vi) any other method authorized by applicable law or contract. For the avoidance of doubt, except as set forth in Secon2 (c) below, in no event may the Company Group accept an amount that is less than the amount of Erroneously Awarded Compensaon in sasfacon of an Execuve Oﬃcer’s obligaons hereunder. c. Notwithstanding anything herein to the contrary, the Company shall not be required to take the acons contemplated by Secon 2(a) or Secon 2(b) above if one of the following condions is met and the Commiee determines that recovery would be: i. ii. iii. The direct expenses paid to a third party to assist in enforcing the Policy against an Execuve Oﬃcer would exceed the amount to be recovered, aer the Company has made a reasonable aempt to recover the applicable Erroneously Awarded Compensaon, documented such aempts and provided such documentaon to NYSE; Recovery would violate home country law where that law was adopted prior to November 28, 2022, provided that, before determining that it would be impraccable to recover any amount of Erroneously Awarded Compensaon based on violaon of home country law, the Company has obtained an opinion of home country counsel, acceptable to NYSE, that recovery would result in such a violaon and a copy of the opinion is provided to NYSE; or Recovery would likely cause an otherwise tax-qualiﬁed rerement plan, under which beneﬁts are broadly available to employees of the Company Group, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulaons thereunder. For purposes of clarity, this Clawback Excepon only applies to tax-qualiﬁed rerement plans and does not apply to other plans, including long term disability, life insurance, and supplemental execuve rerement plans, or any other compensaon that is based on Incenve-Based Compensaon in such plans, such as earnings accrued on noonal amounts of Incenve-Based Compensaon contributed to such plans. 3. Deﬁnions. For purposes of this Policy, the following capitalized terms shall have the meanings set forth below. a. b. c. d. e. f. g. h. i. j. k. “Accounng Restatement” shall mean an accounng restatement (i) due to the material noncompliance of the Company with any ﬁnancial reporng requirement under the securies laws, including any required accounng restatement to correct an error in previously issued ﬁnancial restatements that is material to the previously issued ﬁnancial statements (a “Big R” restatement), or (ii) that corrects an error that is not material to previously issued ﬁnancial statements, but would result in a material misstatement if the error were not corrected in the current period or le uncorrected in the current period (a “lile r” restatement). “Board” shall mean the Board of Directors of the Company. “Clawback Eligible Incenve Compensaon” shall mean, in connecon with an Accounng Restatement and with respect to each individual who served as an Execuve Oﬃcer at any me during the applicable performance period for any Incenve-based Compensaon (whether or not such Execuve Oﬃcer is serving at the me the Erroneously Awarded Compensaon is required to be repaid to the Company Group),all Incenve-based Compensaon Received by such Execuve Oﬃcer (i) on or aer the Eﬀecve Date, (ii) aer beginning service as an Execuve Oﬃcer, (iii) while the Company has a class of securies listed on a naonal securies exchange or a naonal securies associaon, and (iv) during the applicable Clawback Period. “Clawback Period” shall mean, with respect to any Accounng Restatement, the three completed ﬁscal years of the Company immediately preceding the Restatement Date and any transion period (that results from a change in the Company’s ﬁscal year) of less than nine months within or immediately following those three completed ﬁscal years. “Commiee” shall mean the Compensaon Commiee of the Board. “Company” shall mean OGE Energy Corp., an Oklahoma corporaon. “Company Group” shall mean the Company, together with each of its direct and indirect subsidiaries. “Eﬀecve Date” shall mean October 2, 2023. “Erroneously Awarded Compensaon” shall mean, with respect to each Execuve Oﬃcer in connecon with an Accounng Restatement, the amount of Clawback Eligible Incenve Compensaon that exceeds the amount of Incenve-based Compensaon that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid. For Incenve-based Compensaon based on (or derived from) stock price or total shareholder return where the amount of Erroneously Awarded Compensaon is not subject to mathemacal recalculaon directly from the informaon in the applicable Accounng Restatement, the amount shall be determined by the Commiee based on a reasonable esmate of the eﬀect of the Accounng Restatement on the stock price or total shareholder return upon which the Incenve-based Compensaon was Received (in which case, the Company shall maintain documentaon of such determinaon of that reasonable esmate and provide such documentaon to the NYSE). “Execuve Oﬃcer” shall mean each individual who is or was designated by the Board as an “oﬃcer” of the Company for purposes of Secon 16 under the Securies Exchange Act of 1934. Idenﬁcaon of an execuve oﬃcer for purposes of this Policy would include at a minimum execuve oﬃcers idenﬁed in the Form 10-K pursuant to item 401 (b) of Regulaon S-K. “Financial Reporng Measures” shall mean measures that are determined and presented in accordance with the accounng principles used in preparing the Company’s ﬁnancial statements, and all other measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return) shall for purposes of this Policy be considered Financial Reporng Measures. For the avoidance of doubt, a Financial Reporng Measure need not be presented in the Company’s ﬁnancial statements or included in a ﬁling with the SEC. l. “Incenve-based Compensaon” shall mean any compensaon that is granted, earned or vested based wholly or in part upon the aainment of a Financial Reporng Measure. For purposes of clarity, Incenve-Based Compensaon includes compensaon that is in any plan, other than tax-qualiﬁed rerement plans, including long term disability, life insurance, and supplemental execuve rerement plans, and any other compensaon that is based on such Incenve-Based Compensaon, such as earnings accrued on noonal amounts of Incenve-Based Compensaon contributed to such plans. m. “NYSE” shall mean the New York Stock Exchange. n. o. p. “Policy” shall mean this Policy for the Recovery of Erroneously Awarded Compensaon, as the same may be amended and/or restated from me to me. “Received” shall, with respect to any Incenve-based Compensaon, mean actual or deemed receipt,and Incenve-based Compensaon shall be deemed received in the Company’s ﬁscal period during which the Financial Reporng Measure speciﬁed in the Incenve-based Compensaon award is aained, even if payment or grant of the Incenve-based Compensaon occurs aer the end of that period. “Restatement Date” shall mean the earlier to occur of (i) the date the Board, a commiee of the Board or the oﬃcers of the Company authorized to take such acon if Board acon is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounng Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounng Restatement. q. “SEC” shall mean the U.S. Securies and Exchange Commission. Reporng and Disclosure. The Company shall ﬁle all disclosures with respect to this Policy in accordance with the requirements of the federal securies laws, including the disclosure required by the applicable SEC ﬁlings. Indemniﬁcaon Prohibion. No member of the Company Group shall be permied to indemnify any Execuve Oﬃcer against (i) the loss of any Erroneously Awarded Compensaon that is repaid, returned or recovered pursuant to the terms of this Policy, or (ii) any claims relang to the Company Group’s enforcement of its rights under this Policy.Further, no member of the Company Group shall pay or reimburse the cost of insurance against recovery of any Erroneously Awarded Compensaon, or enter into any agreement that exempts any Incenve-based Compensaon from the applicaon of this Policy or that waives the Company Group’s right to recovery of any Erroneously Awarded Compensaon and this Policy shall supersede any such agreement(whether entered into before, on or aer the Eﬀecve Date). Administraon and Interpretaon. This Policy shall be administered by the Commiee. The Commiee is authorized to interpret and construe this Policy and to make all determinaons necessary, appropriate, or advisable for the administraon of this Policy. Any determinaons made by the Commiee shall be ﬁnal and binding on all aﬀected individuals. Eﬀecve Date. This Policy shall be eﬀecve as of the Eﬀecve Date. Amendment; Terminaon. The Commiee may amend this Policy from me to me in its discreon and shall amend this Policy as it deems necessary, including as and when it determines that it is legally required by any federal securies laws, SEC rule or the rules of any naonal securies exchange or naonal securies associaon on which the Company’s securies are listed. The Commiee may terminate this Policy at any me. Notwithstanding anything in this Secon 8 to the contrary,no amendment or terminaon of this Policy shall be eﬀecve if such amendment or terminaon would (aer taking into account any acons taken by the Company contemporaneously with such amendment or terminaon) cause the Company to violate any federal securies laws, SEC rule or the rules of any naonal securies exchange or naonal securies associaon on which the Company’s securies are listed. 4. 5. 6. 7. 8. 9. Other Recoupment Rights; No Addional Payments. The Commiee intends that this Policy will be applied to the fullest extent of the law. The Commiee may require that any employment agreement, equity award agreement, or any other agreement entered into on or aer the Eﬀecve Date shall, as a condion to the grant of any beneﬁt thereunder, require an Execuve Oﬃcer to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addion to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company Group under applicable law, regulaon or rule or pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company Group; provided that there shall be no duplicaon of recovery under this Policy and 15 U.S.C. Secon 7243 (Secon 304 of The Sarbanes-Oxley of 2002). 10. Successors. This Policy shall be binding and enforceable against all Execuve Oﬃcers and their beneﬁciaries, heirs, executors, administrators or other legal representaves. * * * Exhibit A OGE ENERGY CORP. INCENTIVE COMPENSATION CLAWBACK POLICY ACKNOWLEDGEMENT FORM By signing below, the undersigned acknowledges and conﬁrms that the undersigned has received and reviewed a copy of the OGE Energy Corp. Incenve Compensaon Clawback Policy (the “Policy”). Capitalized terms used but not otherwise deﬁned in this Acknowledgement Form (this “Acknowledgement Form”) shall have the meanings ascribed to such terms in the Policy. By signing this Acknowledgement Form, the undersigned acknowledges and agrees that the undersigned is and will connue to be subject to the Policy and that the Policy will apply both during and aer the undersigned’s employment with the Company Group. Further, by signing below, the undersigned agrees to abide by the terms of the Policy, including, without limitaon, by returning any Erroneously Awarded Compensaon (as deﬁned in the Policy) to the Company Group to the extent required by, and in a manner permied by, the Policy. Signature Print Name Date

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