OG&E 2011 Annual Report Download

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2011 Annual Report
We delivered.

Table of contents

  • Page 1
    We delivered. 2011 Annual Report

  • Page 2
    What a year! 2011 will be remembered as one of our company's best while providing more than its share of ... demand for electricity and gathered more natural gas than ever before, always focused on executing our strategy, improving our performance and growing our business. OGE members rose to ...

  • Page 3
    OGE Energy Corp. 1

  • Page 4
    ... I'm inspired by our members. They are driven by a commitment to operational excellence and providing exceptional customer service. They take pride in their jobs and their company, living our values and beliefs every day. Our performance is a testament to that dedication. 2 OGE Energy Corp.

  • Page 5
    ...an industry leader. 2011 tested our mettle. Blizzards, tornados, 63 days of 100-plus degree temperatures, along with new environmental regulations, regulatory proceedings in Oklahoma and Arkansas, and depressed natural gas prices at Enogex challenged our resolve. Through it all, our members met each...

  • Page 6
    .... Responsiveness and positive customer experiences are key drivers to achieving sustained growth and preferred partner status in the highly competitive natural gas midstream market. Our Enogex members are focused on reducing cycle time, cost and rework, which will help us meet the growing needs and...

  • Page 7
    OGE Energy Corp. 5

  • Page 8
    6 OGE Energy Corp.

  • Page 9
    .... This requires planning and preparedness. During 2011's blistering summer, OG&E's preventive plant maintenance program proved to be a valuable investment when all available power generation resources were needed to meet customers' increased demand. Our line crews endured long hot hours and even...

  • Page 10
    ... billion in our businesses in 2011. These investments helped expand our natural gas processing capacity in western Oklahoma and the Texas Panhandle to serve the area's liquids-rich plays. We expanded our wind power portfolio with the completion of the 228-megawatt Crossroads wind farm in northwest...

  • Page 11
    OGE Energy Corp. 9

  • Page 12
    ... retail customers in Oklahoma and western Arkansas. OG&E, with about 6,800 megawatts of capacity, generates electricity from low-sulfur Wyoming coal, natural gas and wind. OG&E's electric transmission and distribution systems cover an area of 30,000 square miles. Enogex Enogex operates a pipeline...

  • Page 13
    ... quarterly. Oklahoma Gas and Electric Company (In millions except EPS, before elimination of inter-segment items) 2011 2010 2009 2008 2007 Operating revenues Gross margin on revenues Operating income Net income Diluted earnings per share Return on equity - average Total electricity sales (millions...

  • Page 14
    ... and gas investment company) Oklahoma City Judy R. McReynolds 2, 3 President and Chief Executive Officer, Arkansas Best Corporation (freight company) Fort Smith, Arkansas Senior Management OGE Energy Corp. Peter B. Delaney Chairman, President and CEO OGE Energy Corp., OG&E CEO Enogex Holdings LLC...

  • Page 15
    OGE Energy Corp. Annual Report 2011 Financial Section (As included in the Company's Form 10-K filed with the SEC on February 16, 2012) OGE Energy Corp. 13

  • Page 16
    ... service territory includes the Fort Smith, Arkansas area. OG&E sold its retail natural gas business in 1928 and is no longer engaged in the natural gas distribution business. OGE Enogex Holdings, LLC ("OGE Holdings," wholly-owned subsidiary of OGE Energy and parent company of Enogex Holdings LLC...

  • Page 17
    ... of its regulated electric utility business and unregulated natural gas midstream business while providing competitive energy products and services to customers primarily in the south central United States as well as seeking growth opportunities in both businesses. Additionally, the Company wants to...

  • Page 18
    ... Company and a significant increase in the Company's cost of conducting business. The OG&E service territory is in central Oklahoma and borders one of the nation's best wind resource areas. Uncertainty surrounding global climate change and environmental concerns related to new coal-fired generation...

  • Page 19
    ...is intended to provide wind power to help meet the current and future power generation needs of Oklahoma State University. The project calls for OG&E to contract with NextEra Energy to build a 60 MW wind farm near Blackwell, Oklahoma, to support the Oklahoma State University project in which NextEra...

  • Page 20
    ... be provided following a final order in the Oklahoma general rate case. The Company anticipates the final order during March 2012. The 2012 earnings guidance for Enogex and the related key assumptions for such guidance, as well as 2013 volume projections, are listed below. 2012 Earnings Guidance and...

  • Page 21
    ... of the Company excluding the cost of capital and income taxes. (In millions, year ended December 31) 2011 2010 2009 Operating income (loss) by business segment OG&E (Electric Utility) $472.3 Enogex (Natural Gas Midstream Operations) Transportation and storage 74.4 Gathering and processing 118...

  • Page 22
    ...inclusion of construction work in progress in transmission rates for specific FERC approved projects that previously accrued allowance for funds used during construction, which increased the gross margin by $15.3 million; • New customer growth in OG&E's service territory, which increased the gross...

  • Page 23
    ... coal, 38 percent natural gas and two percent wind. Purchased power costs were $226.5 million in 2010 as compared to $176.6 million in 2009, an increase of $49.9 million, or 28.3 percent, primarily due to an increase in purchases in the energy imbalance service market to meet OG&E's generation...

  • Page 24
    ... in the Arkansas rate case settlement, and an increase regulatory liability in OG&E's Oklahoma jurisdiction resulting from OG&E's 2009 Oklahoma rate case; • An increase of $9.7 million in allocations from the holding company primarily due to higher contract professional services expense, materials...

  • Page 25
    ...2011. These decreases were partially offset by higher NGLs prices and increased gathered volumes associated with ongoing expansion projects. In the normal course of Enogex's business, the operation of its gathering, processing and transportation assets results in the creation of physical natural gas...

  • Page 26
    .... The increased gathering volumes were partially offset by the contract conversion of one of Enogex's five largest customer's Oklahoma production volumes to fixed fee effective July 1, 2011, a slight decrease in inlet processing volumes related to the 120 MMcf/d Cox City natural gas processing plant...

  • Page 27
    ... from OER's customer-focused risk management services, natural gas marketing activities and its trading activities and the expiration of an unfavorable transportation contract, which increased the gross margin by $2.2 million. Enogex Consolidated Information Other Income. Enogex's consolidated other...

  • Page 28
    ... NGLs prices and higher natural gas prices, net of Enogex's continued effort to convert customers from keep-whole to fixed-fee processing arrangements. Enogex's processing plants saw a 17.0 percent increase in inlet volumes, an increase in NGLs production as recent expansion projects, primarily...

  • Page 29
    ...for the purchase of $110.8 million of Enogex's $400 million 8.125% senior notes that matured on January 15, 2010, which was partially offset by the reversal of a reserve of $0.9 million after-tax in 2009 related to the dismissal of a previously reported natural gas measurement case. OGE Energy Corp...

  • Page 30
    ... 31, 2011 and 2010, respectively, an increase of $1,127.9 million, or 12.3 percent, primarily due to assets placed in service in 2011, including the Crossroads wind farm, distribution and transmission projects and Smart Grid assets at OG&E as well as gathering and processing projects at Enogex. The...

  • Page 31
    ... and processing expansion projects at Enogex. The increase of $37.6 million, or 4.7 percent, in net cash used in investing activities in 2010 as compared to 2009 primarily related to a customer's reimbursement of Enogex's costs related to the ongoing construction of a transportation pipeline in 2009...

  • Page 32
    ... 3E Projects SPP Priority Projects Total transmission projects Other projects: Smart Grid Program (A) Crossroads System Hardening Total other projects Total OG&E known and committed projects Total OG&E (B) Enogex LLC base maintenance Enogex LLC known and committed projects: Western Oklahoma / Texas...

  • Page 33
    ... customers, including exercising its options (if applicable) to extend these QF contracts at pre-determined rates. Variances in the actual cost of fuel used in electric generation (which includes the operating lease obligations for OG&E's railcar leases shown above) and certain purchased power costs...

  • Page 34
    ... of other businesses and/or development of projects, actions by rating agencies, inflation, changes in environmental laws or regulations, rate increases or decreases allowed by regulatory agencies, new legislation and market entry of competing electric power generators. 2011 Capital Requirements...

  • Page 35
    ... of Benefit Plans In November 2011, the Company purchased 120,000 shares of its common stock at an average cost of $51.33 per share on the open market. These shares will be used to satisfy Enogex's portion of the Company's obligation to deliver shares of common stock related to long-term incentive...

  • Page 36
    ... revenues. For the natural gas transportation and storage, gathering and processing and marketing segments, the most significant judgment is also exercised in the valuation of operating revenues, natural gas purchases, purchase and sale contracts, assets and depreciable lives of property, plant...

  • Page 37
    ... power plant sites, have indefinite lives. Hedging Policies The Company designates as cash flow hedges derivatives used to manage commodity price risk exposure for Enogex's NGLs volumes and corresponding keep-whole natural gas resulting from its natural gas processing contracts (processing hedges...

  • Page 38
    ... August 2010, Enogex completed construction of transportation and compression facilities necessary to provide gas delivery service to a new natural gas-fired electric generation facility near Pryor, Oklahoma. Aid in Construction payments of $36.4 million received in excess of construction costs were...

  • Page 39
    ... value of assets at the time the assets are placed in service. As circumstances warrant, useful lives are adjusted when changes in planned use, changes in estimated production lives of affiliated natural gas basins or other factors indicate that a different life would be more appropriate. Such...

  • Page 40
    ... using moving average cost and is recorded at the lower of cost or market. As part of its recurring marketing activity, OER injects and withdraws natural gas into and out of inventory under the terms of its storage capacity contracts. During the years ended December 31, 2011, 2010 and 2009, Enogex...

  • Page 41
    ..., including electric generating units, natural gas processing plants and compressor stations, and also impose various monitoring and reporting requirements. Such laws and regulations may require that OG&E and Enogex obtain pre-approval for the construction or modification of certain projects or...

  • Page 42
    ... Muskogee and Sooner generating plants are not in accordance with applicable new source performance standards (See Part I, Item 3 - Legal Proceedings - Opacity Notice in the Company's 10-K for a related discussion). OG&E has met with the EPA regarding the notice but cannot predict at this time what...

  • Page 43
    ...and Enogex facilities. Pursuant to the rule, the Company began collecting data on January 1, 2010 and submitted its first annual report to the EPA by the September 30, 2011 deadline. For petroleum and natural gas facilities, data collection began on January 1, 2011, with the first annual report due...

  • Page 44
    ... new rules under Federal Resource Conservation and Recovery Act of 1976 that could alter the classification of OG&E's coal-fired power plants as conditionally exempt hazardous waste generators and make the management of coal ash more costly. The extent to which the EPA intends to regulate coal...

  • Page 45
    ..., but are not limited to, changes in interest rates and commodity prices. The Company's exposure to changes in interest rates relates primarily to short-term variable-rate debt and commercial paper. The Company is exposed to commodity prices in its operations. Risk Committee and Oversight Management...

  • Page 46
    ...present in the Company's non-trading activities because changes in the prices of natural gas, NGLs and NGLs processing spreads have a direct effect on the compensation the Company receives for operating some of its assets. These prices are subject to fluctuations resulting from changes in supply and...

  • Page 47
    ...2011 2010 2009 Operating revenues Electric Utility operating revenues Natural Gas Midstream Operations operating revenues Total operating revenues Cost of goods sold (exclusive of depreciation and amortization shown below) Electric Utility cost of goods sold Natural Gas Midstream Operations cost...

  • Page 48
    ...December 31) 2011 2010 2009 Net income Other comprehensive income (loss), net of tax Pension plan and restoration of retirement income plan: Amortization of ...investment Less: Comprehensive income attributable to noncontrolling interests Total comprehensive income (loss) attributable to OGE Energy...

  • Page 49
    ... used in investing activities Cash flows from financing activities Proceeds from long-term debt Contributions from noncontrolling interest partners Proceeds from line of credit Increase (decrease) in short-term debt Issuance of common stock Excess tax benefit on stock-based compensation Retirement...

  • Page 50
    ... and supplies, at average cost Price risk management Gas imbalances Deferred income taxes Fuel clause under recoveries Other Total current assets Other property and investments, at cost Property, plant and equipment In service Construction work in progress Total property, plant and equipment Less...

  • Page 51
    ... Price risk management Gas imbalances Fuel clause over recoveries Other Total current liabilities Long-term debt Deferred credits and other liabilities Accrued benefit obligations Deferred income taxes Deferred investment tax credits Regulatory liabilities Price risk management Deferred revenues...

  • Page 52
    ... 1, 2025 0.24% - 0.50% Muskogee Industrial Authority, June 1, 2027 Unamortized discount Enogex 1.65% Enogex LLC Revolving Credit Agreement Due December 13, 2016 6.875% Senior Notes, Series Due July 15, 2014 6.25% Senior Notes, Series Due March 15, 2020 Unamortized discount Total long-term debt Total...

  • Page 53
    ... Issuance of common stock Stock-based compensation Contributions from noncontrolling interest partners Distributions to noncontrolling interest partners Deferred income taxes attributable to contributions from noncontrolling interest partners Purchase of treasury stock Balance at December 31, 2011...

  • Page 54
    ...'s operations are organized into three business segments: (i) natural gas transportation and storage, (ii) natural gas gathering and processing and (iii) natural gas marketing. At December 31, 2011, the Company indirectly owns an 81.3 percent membership interest in Enogex Holdings, which in turn...

  • Page 55
    ... recovery of those costs from Arkansas customers and are currently being recovered through a rider which will remain in effect until the Smart Grid project costs are included in base rates beginning in 2014. The incremental costs for web portal access, education and home energy reports are capped at...

  • Page 56
    ... revenues, natural gas purchases, purchase and sale contracts, assets and depreciable lives of property, plant and equipment and amortization methodologies related to intangible assets. Cash and Cash Equivalents For purposes of the Consolidated Financial Statements, the Company considers all highly...

  • Page 57
    ... using moving average cost and is recorded at the lower of cost or market. As part of its recurring marketing activity, OER injects and withdraws natural gas into and out of inventory under the terms of its storage capacity contracts. During the years ended December 31, 2011, 2010 and 2009, Enogex...

  • Page 58
    ... Depreciation 2011 OGE Energy (holding company) Property, plant and equipment OGE Energy property, plant and equipment OG&E Distribution assets Electric generation assets Transmission assets Intangible plant Other property and equipment OG&E property, plant and equipment Enogex Transportation and...

  • Page 59
    ... during construction rates in 2011 was primarily due to the issuance of long-term debt which changed the cost of capital weighting to shift towards debt which has a lower effective rate than equity. Collection of Sales Tax In the course of its operations, OG&E collects sales tax from its customers...

  • Page 60
    ... and sale of natural gas used in or produced by Enogex's operations and (ii) commodity contracts for the sale of NGLs produced by Enogex's gathering and processing business. Fuel Adjustment Clauses Variances in the actual cost of fuel used in electric generation and certain purchased power costs, as...

  • Page 61
    ... to a master netting arrangement. The new standard is effective for interim and annual reporting periods for fiscal years beginning on or after January 1, 2013 and should be applied retrospectively for all periods presented. The Company plans to adopt this new standard effective January 1, 2013...

  • Page 62
    ... other comprehensive income. The new standard is effective for interim and annual reporting periods for fiscal years beginning after December 15, 2011. The Company adopted this new standard effective January 1, 2012. 3. Business Combination On September 23, 2011, Enogex entered into the following...

  • Page 63
    ....0 5. Impairment of Assets Atoka operated a 20 MMcf/d refrigeration processing plant which processed gas gathered in the Atoka area. The processing plant was leased on a month-to-month basis. In August 2011, management made a decision to use third-party processing exclusively for gathered volumes...

  • Page 64
    ..., the average inflation rate, market risk premium and the credit-adjusted risk free interest rate. The term of the asset retirement obligation of 50 years was determined by the Crossroads lease agreement which states that OG&E will remove the wind turbines and related facilities at the time the...

  • Page 65
    ... for the purchase and sale of natural gas used in or produced by Enogex's operations, (ii) commodity contracts for the sale of NGLs produced by Enogex's gathering and processing business, (iii) electric power contracts by OG&E and (iv) fuel procurement by OG&E. The Company recognizes its non...

  • Page 66
    ... or no market price risk. (D) Natural gas physical sales volumes exceed natural gas physical purchase volumes due to the marketing of natural gas volumes purchased via Enogex's processing contracts, which are not derivative instruments and are excluded from the table above. 64 OGE Energy Corp.

  • Page 67
    ...31, 2011, 2010 and 2009, if any, are reported in Operating Revenues. Credit-Risk Related Contingent Features in Derivative Instruments In the event Moody's Investors Services or Standard & Poor's Ratings The following tables present the effect of derivative instruments on the Company's Consolidated...

  • Page 68
    .... In November 2011, the Company purchased 120,000 shares of its common stock at an average cost of $51.33 per share on the open market. These shares will be used to satisfy Enogex's portion of the Company's obligation to deliver shares of common stock related to long-term incentive payouts of...

  • Page 69
    ... restricted stock. The number of shares of restricted stock granted and the grant date fair value are shown in the following table. 2011 2010 2009 Number of units granted Fair value of units granted Expected dividend yield Expected price volatility Risk-free interest rate Expected life of units (in...

  • Page 70
    ... and Oklahoma state tax credits associated with the production from its wind farms. In addition, OG&E and Enogex earn Oklahoma state tax credits associated with their investments in electric generating and natural gas processing facilities which further reduce the Company's effective tax rate. The...

  • Page 71
    ... 31.7% These are credits associated with the production from OG&E's wind farms. At December 31, 2011 and 2010, the Company had no material unrecognized tax benefits related to uncertain tax positions. The deferred tax provisions are recognized as costs in the ratemaking process by the commissions...

  • Page 72
    ...its Automatic Dividend Reinvestment and Stock Purchase Plan in 2011 and received proceeds of $13.8 million. The Company may, from time to time, issue additional shares under its Automatic Dividend Reinvestment and Stock Purchase Plan to fund capital requirements or working capital needs. At December...

  • Page 73
    ... regarding the Company's revolving credit agreements and available cash at December 31, 2011. (In millions) Aggregate Commitment WeightedAmount Average (A) Outstanding Interest Rate Maturity Revolving credit agreements and available cash $÷«750.0 OGE Energy(B) 400.0 OG&E (C) Enogex LLC(E) 400...

  • Page 74
    ...expects to pay related to its Pension Plan and Restoration of Retirement Income Plan. These expected benefits are based on the same assumptions used to measure the Company's benefit obligation at the end of the year and include benefits attributable to estimated future employee service. (In millions...

  • Page 75
    ... in price and earn an average or less than average return on assets, and often pays out higher than average dividend payments. The domestic growth equity manager will invest primarily in growth companies which consistently experience above average growth in earnings and sales, earn a high return...

  • Page 76
    ... risk). Postretirement Benefit Plans In addition to providing pension benefits, the Company provides certain medical and life insurance benefits for eligible retired members. Regular, full-time, active employees hired prior to February 1, 2000 whose age and years of credited service total or exceed...

  • Page 77
    ...2003, President Bush signed into law the Medicare Prescription Drug, Improvement and Modernization Act of 2003, which expanded Medicare to include, for the first time, coverage for prescription drugs. The following table summarizes the gross benefit payments the Company expects to pay related to its...

  • Page 78
    ... costs in the May 2009 Arkansas rate order which are included in the Pension tracker regulatory liability) (see Note 1); and • An increase in postretirement medical expense in 2011 of $3.5 million to maintain the allowable amount to be recovered for postretirement medical expense in the Oklahoma...

  • Page 79
    ... 8.00 percent in 2011 in determining net periodic benefit cost due to recent returns on the Company's long-term investment portfolio. The rate of return on plan assets assumption is the average long-term rate of earnings expected on the funds currently invested and to be invested for the purpose of...

  • Page 80
    ... in the generation, transmission, distribution and sale of electric energy, (ii) natural gas transportation and storage, (iii) natural gas gathering and processing and (iv) natural gas marketing. Other Operations primarily includes the operations of the holding company. Intersegment revenues are...

  • Page 81
    (In millions) Electric Transportation Gathering and Utility and Storage Processing Marketing Other Operations Eliminations Total 2011 Operating revenues Cost of goods sold Gross margin on revenues Other operation and maintenance Depreciation and amortization Impairment of assets Gain on ...

  • Page 82
    ... as Cost of Goods Sold. OG&E Minimum Fuel Purchase Commitments OG&E purchased necessary fuel supplies of coal and natural gas for its generating units of $647.6 million, $721.4 million and $588.3 million for the years ended December 31, 2011, 2010 and 2009, respectively. OG&E has coal contracts for...

  • Page 83
    ...-year term begin- 2011 2010 2009 ning with the in-service date of the MEP pipeline in June 2009 with an annual demand fee of $2.1 million. Natural Gas Measurement Cases Will Price, et al. v. El Paso Natural Gas Co., et al. (Price I). On September 24, 1999, various subsidiaries of OGE Energy were...

  • Page 84
    ...and BP America Production Company filed a cross claim against Enogex Products LLC, wholly-owned subsidiary of Enogex LLC ("Products"), seeking indemnification and/or contribution from Products based upon the 1997 sale of a third-party interest in one of Products natural gas processing plants. On May...

  • Page 85
    ... is expected to increase the cost of conducting business. On May 17, 2011, OG&E entered into a Consent Order with the ODEQ related to alleged violations of Federal and state opacity standards from 2005 to May 2011 at OG&E's Muskogee and Sooner generating stations. The Consent Order requires OG&E to...

  • Page 86
    ... implemented new electric rates effective June 20, 2011. Key items of the APSC order include: (i) the recovery of and a return on significant electric system expansions and upgrades, including high-voltage transmission lines, as well as increased operating costs, totaling $8.8 million annually; (ii...

  • Page 87
    ...order approving OG&E's energy efficiency plan for 2011 and approving OG&E's energy efficiency cost recovery rider for 2011. In Arkansas, OG&E's program is expected to cost $7.0 million over a three-year period and is expected to increase the average residential electric bill by $1.47 per month. OGE...

  • Page 88
    ... by the FERC's regulations, a revised Statement of Operating Conditions Applicable to Transportation Services to describe the terms, conditions and operating arrangements for the new service. Enogex made the Statement of Operating Conditions filing on February 27, 2009. Enogex began offering firm...

  • Page 89
    ...is intended to provide wind power to help meet the current and future power generation needs of Oklahoma State University. The project calls for OG&E to contract with NextEra Energy to build a 60 MW wind farm near Blackwell, Oklahoma, to support the Oklahoma State University project in which NextEra...

  • Page 90
    ... direction to OG&E's Muskogee substation at an estimated cost of $160 million for OG&E, which is expected to be in service by late 2013, (ii) construction of 96 miles of transmission line from OG&E's Woodward District Extra High Voltage substation in a southwestern direction to the Oklahoma...

  • Page 91
    ... Operating Conditions updates the general terms and conditions for providing storage services. A FERC order is pending. Enogex FERC Section 311 2011 Rate Case On January 28, 2011, Enogex submitted a new rate filing to the FERC to set the maximum rate for a new firm Section 311 transportation service...

  • Page 92
    ... defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934), the chief executive officer and chief financial officer have concluded that the Company's disclosure controls and procedures are effective. No change in the Company's internal control over financial reporting has...

  • Page 93
    ... and Chief Executive Officer Scott Forbes Controller and Chief Accounting Officer Sean Trauschke Vice President and Chief Financial Officer REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders OGE Energy Corp. We have audited OGE Energy Corp.'s internal...

  • Page 94
    ...-hours generated) Natural gas Coal Wind Cost (in kilowatt-hours - cents) Natural gas Coal Weighted average Total gas throughput volumes (TBtu/d)(B) Total natural gas processed (TBtu/d) Total natural gas liquids sold (million gallons) Average sales price per gallon Average natural gas sales price...

  • Page 95
    ... Exchange Listing New York Stock Exchange OGE Energy Corp. Common stock Form 10-K A copy of the Annual Report to the Securities and Exchange Commission, Form 10-K, will be furnished without charge to any shareholder upon written request by contacting: Todd Tidwell OGE Energy Corp. Investor Relations...

  • Page 96
    P.O. Box 321 Oklahoma City, Oklahoma 73101-0321 (405) 553-3000