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On December 2, 2021, Energy Transfer, LP ("Energy Transfer") completed its previously announced acquisition of Enable Midstream Partners, LP ("Enable"), and pursuant to and subject to the conditions of the merger agreement, all outstanding common units of Enable were acquired by Energy Transfer in an all-equity transaction. Under the terms of the merger agreement, Enable's common unitholders, including OGE Energy Corp. ("OGE Energy"), received 0.8595 of one common unit representing limited partner interests in Energy Transfer for each common unit of Enable. Upon closing of the transaction, OGE Energy owns approximately three percent of Energy Transfer's outstanding limited partner units in lieu of the 25.5 percent interest in Enable that it previously owned. As part of the transaction, Energy Transfer also acquired the general partner interests of Enable from OGE Energy and CenterPoint Energy, Inc. ("CenterPoint"), the other sponsor of the Partnership, for $10 million in aggregate cash consideration. Further, upon closing of the merger, CenterPoint will pay OGE Energy $30 million.

The unaudited pro forma condensed consolidated balance sheet of OGE Energy at September 30, 2021 assumes the transaction occurred on September 30, 2021. The unaudited pro forma condensed consolidated statements of income of OGE Energy for the year ended December 31, 2020 and for the nine months ended September 30, 2021 assume the transaction occurred on January 1, 2020.

The unaudited pro forma condensed consolidated financial statements and accompanying notes have been prepared in conformity with U.S. generally accepted accounting principles consistent with those used in, and should be read together with, OGE Energy's historical consolidated financial statements and related notes included in OGE Energy's Form 10-K for the year ended December 31, 2020 and Form 10-Q for the quarter ended September 30, 2021.

The adjustments reflected in the unaudited pro forma condensed consolidated financial statements are based on currently available information and certain estimates and assumptions; therefore, actual results may differ from the pro forma adjustments. However, management believes that the assumptions used provide a reasonable basis for presenting the significant effects of Energy Transfer's acquisition of Enable's outstanding common units and that the pro forma adjustments in the unaudited pro forma condensed consolidated financial statements give appropriate effect to the assumptions and are applied in conformity with U.S. generally accepted accounting principles.

The unaudited pro forma condensed consolidated financial statements do not purport to present OGE Energy's results of operations had Energy Transfer's acquisition of Enable's outstanding common units actually been completed at the dates indicated. In addition, the unaudited pro forma condensed consolidated financial statements do not project OGE Energy's results of operations for any future period.

(UNAUDITED)


	Year Ended December 31, 2020

(In millions, except per share data)	OGE Energy Corp. Historical		Pro Forma Adjustments			OGE Energy Corp. Pro Forma
OPERATING REVENUES
Revenues from contracts with customers	$	2,069.8	$	—		$	2,069.8
Other revenues	52.5					52.5
Operating revenues	2,122.3					2,122.3
FUEL, PURCHASED POWER AND DIRECT TRANSMISSION EXPENSE	644.6					644.6



OPERATING EXPENSES
Other operation and maintenance	462.8		9.0		(2)(a)	471.8
Depreciation and amortization	391.3					391.3


Taxes other than income	101.4					101.4
Operating expenses	955.5		9.0			964.5
OPERATING INCOME	522.2		(9.0)			513.2
OTHER INCOME (EXPENSE)

Equity in earnings (losses) of unconsolidated affiliates	(668.0)		668.0		(2)(b)	—
Allowance for equity funds used during construction	4.8					4.8
Other net periodic benefit expense	(3.9)					(3.9)
Other income	37.5		101.9		(2)(c)	139.4
Gain on transaction	—		174.0		(2)(d)	174.0
Other expense	(35.2)		(683.0)		(2)(e)	(718.2)
Net other income (expense)	(664.8)		260.9			(403.9)
INTEREST EXPENSE
Interest on long-term debt	152.8					152.8
Allowance for borrowed funds used during construction	(1.9)					(1.9)
Interest on short-term debt and other interest charges	7.6					7.6
Interest expense	158.5					158.5
INCOME (LOSS) BEFORE TAXES	(301.1)		251.9			(49.2)
INCOME TAX EXPENSE (BENEFIT)	(127.4)		64.5		(2)(f)	(62.9)
NET INCOME (LOSS)	$	(173.7)	$	187.4		$	13.7


BASIC AVERAGE COMMON SHARES OUTSTANDING	200.1					200.1
DILUTED AVERAGE COMMON SHARES OUTSTANDING	200.1					200.4
BASIC EARNINGS (LOSS) PER AVERAGE COMMON SHARE	$	(0.87)				$	0.07
DILUTED EARNINGS (LOSS) PER AVERAGE COMMON SHARE	$	(0.87)				$	0.07


	Nine Months Ended September 30, 2021
(In millions, except per share data)		OGE Energy Corp. Historical		Pro Forma Adjustments			OGE Energy Corp. Pro Forma
OPERATING REVENUES
Revenues from contracts with customers		$	3,033.7	$	—		$	3,033.7
Other revenues		38.7					38.7
Operating revenues		3,072.4					3,072.4



FUEL, PURCHASED POWER AND DIRECT TRANSMISSION EXPENSE		1,876.9					1,876.9



OPERATING EXPENSES
Other operation and maintenance		343.9					343.9
Depreciation and amortization		310.2					310.2
Taxes other than income		78.5					78.5
Operating expenses		732.6					732.6
OPERATING INCOME		462.9					462.9
OTHER INCOME (EXPENSE)
Equity in earnings of unconsolidated affiliates		127.9		(127.9)		(2)(b)	—
Allowance for equity funds used during construction		4.8					4.8
Other net periodic benefit expense		(4.3)					(4.3)
Other income		14.9		368.1		(2)(c)	383.0
Other expense		(12.5)					(12.5)
Net other income		130.8		240.2			371.0
INTEREST EXPENSE
Interest on long-term debt		115.5					115.5
Allowance for borrowed funds used during construction		(2.5)					(2.5)
Interest on short-term debt and other interest charges		5.8					5.8
Interest expense		118.8					118.8
INCOME BEFORE TAXES		474.9		240.2			715.1
INCOME TAX EXPENSE		56.8		61.5		(2)(f)	118.3
NET INCOME		$	418.1	$	178.7		$	596.8


BASIC AVERAGE COMMON SHARES OUTSTANDING		200.1					200.1
DILUTED AVERAGE COMMON SHARES OUTSTANDING		200.3					200.3
BASIC EARNINGS PER AVERAGE COMMON SHARE		$	2.09				$	2.98
DILUTED EARNINGS PER AVERAGE COMMON SHARE		$	2.09				$	2.98


	September 30, 2021

(In millions)	OGE Energy Corp. Historical		Pro Forma Adjustments			OGE Energy Corp. Pro Forma
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1.5	$	34.1	(2)(g)	$	35.6
Accounts receivable, less reserve of $2.4	242.3					242.3

Accrued unbilled revenues	82.5					82.5
Income taxes receivable	0.5					0.5
Fuel inventories	35.0					35.0
Materials and supplies, at average cost	111.4					111.4



Fuel clause under recoveries	98.2					98.2
Other	55.6					55.6
Total current assets	627.0		34.1			661.1
OTHER PROPERTY AND INVESTMENTS
Investment in unconsolidated affiliates	478.9		(449.5)		(2)(h)	29.4
Equity investment	—		913.8		(2)(i)	913.8
Other	90.8					90.8
Total other property and investments	569.7		464.3			1,034.0
PROPERTY, PLANT AND EQUIPMENT
In service	13,703.9					13,703.9
Construction work in progress	249.3					249.3
Total property, plant and equipment	13,953.2					13,953.2
Less: accumulated depreciation	4,257.3					4,257.3
Net property, plant and equipment	9,695.9					9,695.9
DEFERRED CHARGES AND OTHER ASSETS
Regulatory assets	1,264.9					1,264.9


Other	20.0					20.0
Total deferred charges and other assets	1,284.9					1,284.9
TOTAL ASSETS	$	12,177.5	$	498.4		$	12,675.9


	September 30, 2021

(In millions)	OGE Energy Corp. Historical		Pro Forma Adjustments			OGE Energy Corp. Pro Forma
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term debt	$	383.2	$	—		$	383.2
Accounts payable	243.5		9.0		(2)(a)	252.5
Dividends payable	82.1					82.1
Customer deposits	80.6					80.6
Accrued taxes	82.8					82.8
Accrued interest	42.5					42.5
Accrued compensation	38.6					38.6


Fuel clause over recoveries	—					—
Other	40.6					40.6
Total current liabilities	993.9		9.0			1,002.9
LONG-TERM DEBT	4,495.8					4,495.8
DEFERRED CREDITS AND OTHER LIABILITIES
Accrued benefit obligations	175.2					175.2
Deferred income taxes	1,240.9		125.3		(2)(f)	1,366.2
Deferred investment tax credits	11.0					11.0
Regulatory liabilities	1,247.7					1,247.7

Other	198.1					198.1
Total deferred credits and other liabilities	2,872.9		125.3			2,998.2
Total liabilities	8,362.6		134.3			8,496.9
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stockholders' equity	1,123.0		(2.7)		(2)(h)	1,120.3
Retained earnings	2,718.3		366.1		(2)(j)	3,084.4
Accumulated other comprehensive loss, net of tax	(26.3)		0.7		(2)(k)	(25.6)
Treasury stock, at cost	(0.1)					(0.1)
Total stockholders' equity	3,814.9		364.1			4,179.0


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	12,177.5	$	498.4		$	12,675.9

The historical financial information for the year ended December 31, 2020 is derived from and should be read in conjunction with the audited historical consolidated financial statements of OGE Energy contained in OGE Energy's Form 10-K for the year ended December 31, 2020. The historical financial information for the nine months ended September 30, 2021 and at September 30, 2021 is derived from and should be read in conjunction with the unaudited historical condensed consolidated financial statements of OGE Energy contained in OGE Energy's Form 10-Q for the quarter ended September 30, 2021. The pro forma adjustments have been prepared as if certain transactions had taken place on September 30, 2021, in the case of the balance sheet, or as of January 1, 2020, in the case of the statements of income for the year ended December 31, 2020 and the nine months ended September 30, 2021. These transactions include:

(b)This adjustment reflects the elimination of equity method earnings from Enable assuming the Energy Transfer merger occurred on January 1, 2020. During 2020, an other than temporary impairment of the equity method investment in Enable of $780 million was recorded, which was an unusual and infrequent adjustment and not considered part of ongoing earnings.

(c)For the year ended December 31, 2020, this adjustment reflects the Energy Transfer dividend income assuming 95,389,720 Energy Transfer units (after converting OGE Energy's Enable units at 0.8595 ratio) at an annual Energy Transfer dividend rate of $1.068 per unit for 2020. For the nine months ended September 30, 2021, this adjustment reflects the Energy Transfer dividend income assuming 95,389,720 Energy Transfer units at a quarterly rate of $0.153 per unit and the change in fair value in Energy Transfer's unit price from December 31, 2020 to September 30, 2021.

(d)This adjustment reflects the estimated gain arising from the transaction, which contemplates the January 2, 2020 fair value of the Energy Transfer securities (as markets were closed January 1, 2020), the January 1, 2020 balance of OGE Energy's equity method investment in Enable, the expected $35 million payment discussed in note (g) and the information discussed in note (k). This gain is not expected to recur in OGE Energy's net income beyond 12 months after the transaction.

(f)These adjustments estimate the tax impact from transaction accounting adjustments for the year ended December 31, 2020 and the nine months ended September 30, 2021, including the deferred tax impacts based on Energy Transfer's recent taxable income. This calculation may be updated when Energy Transfer's Internal Revenue Service Schedule K-1 information is received for 2021. Further, the deferred revaluation based on the new investment in Energy Transfer will not occur until the transaction is complete and underlying tax information is received from Energy Transfer.

(g)This adjustment assumes the $30 million payment from CenterPoint and $5 million Enable general partner payment from Energy Transfer are received in cash and replaces the cash distributions received from Enable with distributions that would have been received from Energy Transfer from January 1, 2020 to September 30, 2021.