OG&E 2012 Annual Report Download

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2012 Annual Report
Looking Ahead. Acting Now.

Table of contents

  • Page 1
    Looking Ahead. Acting Now. 2012 Annual Report

  • Page 2
    ...,000 retail customers in Oklahoma and western Arkansas. OG&E, with approximately 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...

  • Page 3
    ...we said: "With the new [smart] meters, we're lowering our costs and providing customers access to new technology that will help them save money and reduce peak electricity demand." - 2011 Annual Report, page 8 What we did: OG&E saved $13.5 million in operational costs, including avoided truck rolls...

  • Page 4
    ..., the plan is to facilitate an initial public offering as a master limited partnership. savings in 2012. In addition, we have completed more than 326 miles of high-voltage transmission, which increases reliability and has the potential to lower generation costs for customers. 2 OGE Energy Corp.

  • Page 5
    LOOKING AHEAD, ACTING NOW Peter B. Delaney Chairman, President and Chief Executive Officer OGE Energy Corp. 3

  • Page 6
    ...-fired generation until at least 2020 is well defined. It includes the continued implementation of demand-response programs for commercial and industrial customers, increasing enrollment in the SmartHours® residential variable peak pricing plan, and strategically executed renewable energy projects...

  • Page 7
    ... environmental actions, OG&E is already taking action, with plans to install low-NOX burners to reduce emissions at seven of our generation units. Progressive action today is helping ensure we position the company for the long term, while helping customers manage their bills. OGE Energy Corp. 5

  • Page 8
    ... gathering and processing, we project strong growth for at least the next two years. Our focus remains on providing attractive returns for our shareholders through efficient operations and effective commercial management of our assets. Mindful of the volatility of natural gas prices, we anticipate...

  • Page 9
    ... Energy's midstream companies in the greater Granite Wash area. Enogex also completed a 15-year agreement with Chesapeake for the rights to provide fee-based midstream services for production from nearly 500,000 net acres. The new Wheeler Processing Plant began operations supported by investments...

  • Page 10
    ...OGE Energy Corp., OG&E CEO Enogex Holdings LLC, Enogex LLC Oklahoma City Luke R. Corbett 3 Former Chairman and Chief Executive Officer, Kerr-McGee Corporation (oil and gas exploration and production company) Oklahoma City Robert Kelley 1 President, Kellco Investments Inc. (private investment company...

  • Page 11
    OGE Energy Corp. Annual Report 2012 Financial Section (As included in the Company's Form 10-K filed with the SEC on February 27, 2013) OGE Energy Corp. 9

  • Page 12
    ...of the Oklahoma Territory. OG&E is the largest electric utility in Oklahoma and its franchised 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...

  • Page 13
    ... restoration of system outages. As the Smart Grid platform matures, OG&E anticipates providing new products and services to its customers. In addition, OG&E is also pursuing additional transmission-related opportunities within the Southwest Power Pool ("SPP"). Enogex's business plan entails growing...

  • Page 14
    ... direction to the Oklahoma/ Kansas Stateline (referred to as the Sooner-Rose Hill project). At the Oklahoma/Kansas Stateline, the line connects to the companion line constructed in Kansas by Westar Energy. The transmission line was placed in service in April 2012. The total capital expenditures...

  • Page 15
    ... transmission projects. On October 25, 2012, the OCC issued an order approving the settlement agreement and granting OG&E cost recovery for the two projects. OG&E initiated cost recovery beginning with the first billing cycle in November 2012. OG&E Demand and Energy Efficiency Program Filing On July...

  • Page 16
    Enogex is constructing a cryogenic processing plant in Custer County, Oklahoma, which is expected add 200 MMcf/d of natural gas processing capacity to Enogex's system, and is expected to be supported by the installation of 6,000 horsepower of inlet compression and four miles of transmission pipeline...

  • Page 17
    ... for paying their own income taxes. For a discussion of the reasons for the use of EBITDA, as well as its limitations as an analytical tool, see "Non-GAAP Financial Measure" below. 2012 2011 2010 Operating income (loss) by business segment OG&E (Electric Utility) $489.4 Enogex (Natural Gas...

  • Page 18
    ...30.5 $2,109.9 $ Change Price variance (A) Wholesale transmission revenue (B) New customer growth Non-residential demand and related revenues Enogex transportation credit (C) Arkansas rate increase Oklahoma rate increase Renewal of wholesale contract with customer Other Quantity variance (primarily...

  • Page 19
    ... professional and technical services (related to smart grid) (B) Employee benefits (C) Administration and assessment fees (primarily SPP and North American Electric Reliability Corporation) Wind farm lease expense (primarily Crossroads) (B) Injuries and damages Ongoing maintenance at power plants...

  • Page 20
    ... was $8.4 million in 2011 as compared Quantity variance (primarily weather) Price variance (A) Transmission revenue (B) New customer growth Arkansas rate increase Non-residential demand and related revenues Renewal of wholesale contract with customer Other Enogex transportation credit (C) Change in...

  • Page 21
    ... 2011, the South Canadian natural gas processing plant, which was placed in service in December 2011, and the Wheeler natural gas processing plant, which was placed in service in August 2012. These increases in gross margin were partially offset by lower average natural gas and NGLs prices. In 2012...

  • Page 22
    ...lower contract technical and professional services expense and materials and supplies expense due to a decrease in non-capital projects during 2012 partially offset by increased payroll and benefits costs due to increased headcount to support business growth. Natural Gas Gathering and Processing The...

  • Page 23
    ...plant, which was placed in service in August 2012, and (iii) contract conversion of one of Enogex's five largest customer's Oklahoma production volumes to fixed fee effective July 1, 2011. These increases in the gathering and processing gross margin were partially offset by lower average natural gas...

  • Page 24
    ... due to decreased contract technical and professional services expense and materials and supplies expense due to a decrease in non-capital projects in 2011 partially offset by an increase in payroll and benefits costs due to increased headcount to support business growth. 22 OGE Energy Corp.

  • Page 25
    ... 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 being out of service due to the fire...

  • Page 26
    ... due to a decrease in billings to OG&E's customers in 2012 due to milder weather in 2012, a decrease at Enogex due to lower natural gas sales volumes and prices and the timing of customer payments received partially offset by higher transmission revenue and increased rates at OG&E. The balance of...

  • Page 27
    ... transmission revenue and the recovery of investments including the Crossroads wind farm and smart grid partially offset by milder weather in 2012; and • An increase in gathered volumes and NGLs volumes at Enogex during 2012 as compared to 2011 partially offset by lower natural gas and NGLs prices...

  • Page 28
    ...Near Term and Integrated Transmission Plan 10-year projects. These plans include two projects to be built by OG&E: (i) construction of 47 miles of transmission line from OG&E's Gracemont substation in a northwestern direction to a companion transmission line to be built by American Electric Power to...

  • Page 29
    ... equity investments. During the same time, corporate bond yields, which are used in determining the discount rate for future pension obligations, have continued to decline. During 2012 and 2011, OGE Energy made contributions to its Pension Plan of $35 million and $50 million, respectively, to help...

  • Page 30
    ... regulations. In 2012, the Company's sources of capital were cash generated from operations, proceeds from the issuance of short-term debt, proceeds from Enogex's term loan agreement, proceeds from the sales of common stock to the public through the Company's Automatic Dividend 28 OGE Energy Corp.

  • Page 31
    ... and Stock Purchase Plan, funding for growth opportunities at Enogex through the ArcLight group and quarterly distributions from Enogex Holdings. Changes in working capital reflect the seasonal nature of the Company's business, the revenue lag between billing and collection from customers and...

  • Page 32
    ...depending on market conditions, to fund capital expenditures, repay short-term borrowings and for general corporate purposes. Common Stock The Company expects to issue between $12 million and $15 million of common stock in its Automatic Dividend Reinvestment and Stock Purchase Plan in 2013. See Note...

  • Page 33
    ... obligations include the assumed life of the asset placed into service, the average inflation rate, market risk premium, the credit-adjusted risk free interest rate and the timing of incurring costs related to the retirement of the asset. Hedging Policies The Company designates as cash flow...

  • Page 34
    ... related firm transportation service agreement under which service commenced in June 2011. Also, in August 2011, Enogex and one of its five largest customers entered into new agreements, effective July 1, 2011, relating to the customer's natural gas gathering and processing volumes on the Oklahoma...

  • Page 35
    ... 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 36
    Natural Gas Inventory Natural gas inventory is held by Enogex, through its transportation and storage business, to provide operational support for its pipeline deliveries and to manage its leased storage capacity. In an effort to mitigate market price exposures, Enogex may enter into contracts or ...

  • Page 37
    ... and Enogex's operations are subject to the Federal Clean Air Act, as amended, and comparable state laws and regulations. These laws and regulations regulate emissions of air pollutants from various industrial sources, including electric generating units, natural gas processing plants and compressor...

  • Page 38
    ... Federal Clean Air Act and new source review process and is cooperating with the EPA. On April 26, 2011, the EPA issued a notice of violation alleging that 13 projects occurred at OG&E's Muskogee and Sooner generating plants between 1993 and 2006 without the required new source review permits. The...

  • Page 39
    ... renewable energy sources that do not emit greenhouse gases. OG&E's service territory is in central Oklahoma and borders one of the nation's best wind resource areas. The Company has leveraged its advantageous geographic position to develop renewable energy resources and transmission to deliver...

  • Page 40
    ... In June 2010, the EPA proposed 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...

  • Page 41
    ... limits, position limits, tenor limits and stop loss limits. Interest Rate Risk The Company's exposure to changes in interest rates primarily relates to short-term variable-rate debt and commercial paper. The Company manages its interest rate exposure by monitoring and limiting the effects of market...

  • Page 42
    ... commodity price risk. The Company's daily net commodity position consists of natural gas inventories, commodity purchase and sales contracts, financial and commodity derivative instruments and anticipated natural gas processing spreads and fuel recoveries. Quoted market prices are not available for...

  • Page 43
    ...2012 2011 2010 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 44
    ...of $0.1, $0.1 and $0.1, respectively Amortization of prior service cost, net of tax of ($1.0), ($1.6) and $0.1, respectively Prior service credit arising during the period, net of tax of $0, $9.5 and $0, respectively Deferred commodity contracts hedging (gains) losses reclassified in net income, net...

  • Page 45
    ...Issuance of common stock Proceeds from line of credit Retirement of long-term debt Excess tax benefit on stock-based compensation Payment of long-term debt Purchase of treasury stock Distributions to noncontrolling interest partners Repayment of line of credit Dividends paid on common stock Net cash...

  • Page 46
    ... and supplies, at average cost Price risk management Gas imbalances Deferred income taxes Fuel clause under recoveries Assets held for sale Other Total current assets Other property and investments, at cost Property, plant and equipment In service Construction work in progress Total property...

  • Page 47
    ... Short-term debt Accounts payable Dividends payable Customer deposits Accrued taxes Accrued interest Accrued compensation Price risk management Gas imbalances Fuel clause over recoveries Other Total current liabilities Long-term debt Deferred credits and other liabilities Accrued benefit obligations...

  • Page 48
    ...875% Senior Notes, Series Due July 15, 2014 1.72% Enogex LLC Term Loan Agreement, Due August 2, 2015 -% Enogex LLC Revolving Credit Agreement, Due December 13, 2016 6.25% Senior Notes, Series Due March 15, 2020 Unamortized discount Total long-term debt Total Capitalization The accompanying Notes to...

  • Page 49
    ...partners Purchase of treasury stock Balance at December 31, 2011 Comprehensive income (loss) Net income Other comprehensive income (loss), net of tax Comprehensive income (loss) Dividends declared on common stock Issuance of common stock Stock... are an integral part hereof. OGE Energy Corp. 47

  • Page 50
    ... electric utility in Oklahoma and its franchised 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. Enogex is a provider of integrated natural gas midstream services. Enogex...

  • Page 51
    ... of Energy grant award amount) subject to an offset for any 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 in OG&E's next general rate case. This project was...

  • Page 52
    ...For the natural gas transportation and storage segment and the natural gas gathering and processing segment, 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 and...

  • Page 53
    ... 31, 2012 and 2011, respectively. Enogex Natural gas inventory is held by Enogex, through its transportation and storage business, to provide operational support for its pipeline deliveries and to manage its leased storage capacity. In an effort to mitigate market price exposures, Enogex may enter...

  • Page 54
    ... 2012 2011 2012 OGE Energy (holding company) Property, plant and equipment OGE Energy property, plant and equipment OG&E Distribution assets Electric generation assets (A) Transmission assets (B) Intangible plant Other property and equipment OG&E property, plant and equipment Enogex Natural gas...

  • Page 55
    ...see Note 5), related to the Atoka processing plant. The Company recorded no other material impairments in 2012, 2011 or 2010. As a result of the gas gathering acquisitions in November 2011, Enogex recorded goodwill of $39.4 million. Enogex assesses its goodwill for impairment at least annually as of...

  • Page 56
    ... related firm transportation service agreement under which service commenced in June 2011. Also, in August 2011, Enogex and one of its five largest customers entered into new agreements, effective July 1, 2011, relating to the customer's natural gas gathering and processing volumes on the Oklahoma...

  • Page 57
    ... of natural gas used in or produced by Enogex's operations and (ii) commodity contracts for the purchase and 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...

  • Page 58
    ... effective January 1, 2013 and will provide any additional disclosures necessary to comply with the new standard in its Form 10-Q for the quarter ended March 31, 2013. 3. Gas Gathering and Processing Acquisitions and Divestitures Western Oklahoma Gathering Acquisition On September 23, 2011, Enogex...

  • Page 59
    ...relative to the fair value of assets becomes available. Enogex expects the purchase price allocations to be completed by the end of the first quarter of 2013. On April 1, 2011, Enogex completed the sale of its Harrah processing plant (38 MMcf/d of capacity) and the associated Wellston and Davenport...

  • Page 60
    ... the Enogex Holdings LLC Agreement, Enogex Holdings makes quarterly distributions to its partners. The following table summarizes the quarterly distributions in 2012. OGE Holdings' Portion ArcLight Group's Portion (In millions) Total Distribution Level 2 inputs are inputs other than quoted prices...

  • Page 61
    ... $÷«- 3.8 3.8 - $3.8 PRM assets Energy derivative contracts PRM liabilities Energy derivative contracts Long-term debt OG&E senior notes OG&E industrial authority bonds OG&E tinker debt (A) OGE Energy senior notes Enogex LLC senior notes Enogex LLC revolving credit agreement Enogex LLC term loan...

  • Page 62
    ... contracts for the purchase and sale of natural gas used in or produced by Enogex's operations, (ii) commodity contracts for the purchase and 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...

  • Page 63
    ...and the fair value is subject to little 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...

  • Page 64
    ... at an average cost of $55.41 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 earned performance units in 2013. The Company expects to purchase shares in the...

  • Page 65
    ... on total shareholder return are shown in the following table. 2012 2011 2010 Number of units granted Fair value of units granted Expected dividend yield Expected price volatility Risk-free interest rate Expected life of units (in years) 169,339 $÷÷51.82 3.0% 22.0% 0.38% 2.87 213,721 $÷÷46...

  • Page 66
    ...the following table. 2012 2011 2010 Shares of restricted stock granted Fair value of restricted stock granted 5,412 $53.44 17,902 $÷48.82 26,653 $÷40.78 A summary of the activity for the Company's performance units and restricted stock at December 31, 2012 and changes in 2012 are shown in the...

  • Page 67
    ... and Oklahoma state tax credits associated with 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 68
    ... 34.9% These are credits associated with the production from OG&E's wind farms. At December 31, 2012 and 2011, 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 69
    ... Dividend Reinvestment and Stock Purchase Plan in 2012 and received proceeds of $13.4 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 31, 2012...

  • Page 70
    ... tax laws. The Restoration of Retirement Income Plan is intended to be an unfunded plan. $433.1 0.43% Includes direct borrowings under the revolving credit agreements, commercial paper borrowings and letters of credit at December 31, 2012. (B) This bank facility is available to back up OGE Energy...

  • Page 71
    ... 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) Projected Benefit Payments 2013...

  • Page 72
    ... purchase of any of the Company's equity, debt or other securities is prohibited. The domestic value equity managers focus on stocks that the manager believes are undervalued in price and earn an average or less than average return on assets, and often pays out higher than average dividend payments...

  • Page 73
    ... 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 74
    ... care cost trend rates have a significant effect (In millions, December 31) 2011 Level 1 Level 3 Group retiree medical insurance contract (A) Mutual funds investment U.S. equity investments Money market funds investment Cash Total Plan investments (A) on the amounts reported for postretirement...

  • Page 75
    ... benefit cost was $6.5 million, $6.1 million and $6.5 million at December 31, 2012, 2011 and 2010, respectively. The capitalized portion of the net periodic postretirement benefit cost was $5.5 million, $3.8 million and $6.5 million at December 31, 2012, 2011 and 2010, respectively. OGE Energy Corp...

  • Page 76
    ... percent in 2011 and 2012 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...

  • Page 77
    ...transportation and storage and (iii) natural gas gathering and processing. Other Operations primarily includes the operations of the holding company. Intersegment revenues are recorded at prices comparable to those of unaffiliated customers and are affected by regulatory considerations. In reviewing...

  • Page 78
    ... certain gas gathering assets as discussed in Note 3. 16. Commitments and Contingencies Operating Lease Obligations The Company has operating lease obligations expiring at various dates, primarily for OG&E railcar leases, OG&E wind farm land leases and OGE Energy and Enogex noncancellable operating...

  • Page 79
    ...&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 until the wind turbines reach the end of their economic life. OGE Energy Noncancellable Operating Lease On August 29, 2012, OGE Energy executed a five-year...

  • Page 80
    ... to up to 60 MWs of electricity generated at a wind farm near Blackwell, Oklahoma from a 20-year contract OG&E entered into with NextEra Energy that expires in 2032. The following table summarizes OG&E's wind power purchases for the years ended December 31, 2012, 2011 and 2010. (In millions, year...

  • Page 81
    ... the President signed into law on January 3, 2012. Among other things, the law requires additional verification of pipeline infrastructure records by Enogex and other intrastate and interstate pipeline owners and operators to confirm the maximum allowable operating pressure of lines located in high...

  • Page 82
    ... to help meet the current and future power generation needs of Oklahoma State University. The project called 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 Energy built, owns and operates...

  • Page 83
    ...the settlement agreement and granting OG&E cost recovery for the two projects. OG&E initiated cost recovery beginning with the first billing cycle in November 2012. OG&E 2011 Oklahoma Rate Case Filing On July 28, 2011, OG&E filed its application with the OCC requesting an annual rate increase of $73...

  • Page 84
    ... general terms and conditions for providing storage services. On December 7, 2012, the FERC issued an order approving Enogex's revised storage statement of operating conditions, effective August 31, 2010. Enogex FERC Section 311 2011 Rate Case On January 28, 2011, Enogex submitted a new rate filing...

  • Page 85
    ... Farm As previously reported, OG&E signed memoranda of understanding in February 2010 for approximately 197.8 MWs of wind turbine generators and certain related balance of plant engineering, procurement and construction services associated with the Crossroads wind farm. Also as part of this project...

  • Page 86
    ... Enogex contract and cost recovery from ratepayers at the rates currently in effect. On October 25, 2012, the OCC issued an order approving the settlement agreement. 18. Quarterly Financial Data (Unaudited) Due to the seasonal fluctuations and other factors of the Company's businesses, the operating...

  • Page 87
    ... have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), OGE Energy Corp.'s internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control-Integrated Framework issued by the Committee of...

  • Page 88
    ..., President 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...

  • Page 89
    ... of the investment in the Company's common stock and each index was $100 at Dec. 31, 2007, and that all dividends were reinvested. As of Dec. 31, 2012, the closing price of the Company's common stock on the New York Stock Exchange was $56.31. $0 07 08 09 10 11 12 $50 OGE Energy Corp. S&P 500 Index...

  • Page 90
    ... Long-term debt Miscellaneous Statistics Electric customers Megawatt-hour sales (millions) Megawatt generating capability - year end (thousands) Megawatt peak demand (thousands) Fuel mix (generation only, by kilowatt-hours generated) Natural gas Coal Wind Cost (in kilowatt-hours - cents) Natural gas...

  • Page 91
    ..., RI 02940-3006 Phone toll free: 1-888-216-8114 Internet account access: www.computershare.com/investor Stock Purchase Plan This plan offers a convenient and economical way to purchase OGE Energy Corp. common stock. Plan materials are available on the Internet at www.oge.com or a prospectus and...

  • Page 92
    P.O. Box 321 Oklahoma City, Oklahoma 73101-0321 (405) 553-3000