TEXT-Fitch cuts OGE Energy's IDR to 'A-'

June 20 - Fitch Ratings has downgraded the Long-term Issuer Default Rating
(IDR) of OGE Energy Corp. (OGE) to 'A-' from 'A' and the Short-term IDR
and Commercial Paper rating to 'F2' from 'F1'. Simultaneously, Fitch has
affirmed Oklahoma Gas & Electric Company (OG&E) at 'A' and Enogex LLC (Enogex)
at 'BBB'. The Rating Outlook for all entities is Stable.

Approximately $2.7 billion of debt is affected by these actions. A full list of
rating actions follows this release.

KEY RATING RATIONALE:

OGE

The downgrade at OGE primarily reflects the concerns over the uncertainties
associated with the environmental mandates at its primary subsidiary OG&E, a
regulated, integrated electric and gas utility serving Oklahoma and western
Arkansas. In 2011, approximately 56% of the electricity at OG&E is generated
from coal-fired generating facilities.

OG&E is required to comply with a number of environmental mandates over the next
few years. The regional haze dispute with the EPA causes most concern at this
juncture. Fitch views the outcome of the settlement of Public Service Co. of
Oklahoma (PSCOK) with the EPA over regional haze in April 2012 a likely outcome
for OG&E. In the settlement, PSCOK has agreed to install the emission control
equipment in one unit in 2015 and retire the other in 2016. Currently OG&E
requested a federal appeals court to stay the haze rule intended to improve
visibility at national parks and wilderness areas through emissions cuts from
coal-fired power plants, which could result in installing scrubbers at four of
OG&E's coal-fired units. The cost is estimated to be over $1 billion.

Though Oklahoma legislation allows utilities to recover cost from environmental
mandates at the state and federal level and OG&E has several years to implement
the various mandates, Fitch believes that the issue has become less in OGE's
favor over time and will change its overall business risk profile permanently,
especially due to the fact that OGE has yet to incorporate a meaningful amount
of environmental spending in its business plans. Fitch believes that OGE will
need to downstream substantial equity into OG&E, estimated at approximately $500
million, in order for OG&E to finance the potential environmental investments
and maintain its capital structure. Additionally, Fitch believes that the
environmental cost recovery could potentially affect the future recovery of
OG&E's planned capital spending program.

The downgrade also reflects the still sizeable commodity sensitive portion of
the midstream business at Enogex, a midstream subsidiary, and the increasingly
aggressive growth strategy since OGE and ArcLight established the partnership in
2010, which offset the efforts to reduce operating risk by shifting to fixed-fee
contracts. Fitch also notes that the fixed fee contracts remain to be affected
by volume risk due to lack of minimum volume commitment.

Though on a standalone basis, each of OGE's subsidiaries is expected to produce
credit metrics that are in line with their respective rating categories, Fitch
believes that on a consolidated basis, the operating risk at OGE is increasing.
Hence, the new ratings will reflect more accurately the relative credit risks at
each entity within the capital structure.

OGE's Stable Outlook reflect a business mix that is mostly supported by OG&E, a
regulated electric utility in Oklahoma, and the ongoing effort to manage the
commodity sensitive midstream business. Fitch expects OGE to derive more than
70% of the EBITDA from OG&E in the next few years.

There could be negative pressure on OGE's ratings if OG&E's ratings become
pressured due to substantial debt financing for its large capital expenditure
program, or if there is significant lag in recovery for investments and
environmental mandates through customer tariffs. Additionally, Fitch would be
concerned if OGE could not manage Enogex's commodity exposure successfully, or
if Enogex becomes more aggressive in pursuing merger and acquisitions resulting
increasing leverage substantially.

OGE's consolidated fund from operations (FFO) to debt was 26.5% in 2011 versus
28.5% in 2010 and 26.8% in 2009. Leverage defined as debt to EBITDA was 3.1
times (x) versus 2.8x at the end of 2010 and 3.4x at the end of 2009. These
metrics will be under some pressure as its subsidiaries are taking on relatively
large capital spending programs over the next three years. Fitch expects OGE to
produce FFO to debt ratio in the low to mid 20% and debt to EBITDA ratio in the
high 2x to low 3x in the next three years.

OGE and its subsidiaries have access to liquidity through approximately $1.55
billion of revolving credit facilities, of which approximately $900 million is
available. There are no maturities of long-term debt until 2014 when $300
million of senior notes are due.

OG&E

The ratings for OG&E are supported by its strong financial position, low
business risk of its integrated electric utility operations, the relatively
resilient economy within its service territory and a constructive regulatory
environment.

OG&E's rating stability depends on continued regulatory support on both growth
investments and environmental mandates. The uncertainty surrounding the
environmental mandates associated with its primarily coal-fired generation fleet
is a major credit constraint. Additionally, OG&E is investing in approximately
$2.5 billion of known and committed projects for wind, transmission and smart
grid investments in the next five years. Regulatory lag or under-recovery could
put downward pressure on OG&E's credit metrics.

In 2011, OG&E produced FFO to debt of 24.3% versus 26.9% at the end of 2010 and
34.1% at the end of 2009. Going forward, in the absence of bonus depreciation,
we expect this ratio to stay at low 20% range over the next few years.

OG&E's Stable Outlook assumes continued control over operation and maintenance
(O&M) expenses, and constructive regulatory outcomes in future rate proceedings.
In 2011, OG&E filed for a $73.3 million increase in base rates based on an
authorized return on equity of 11% and 53% equity base; a decision is expected
over the next few months. It is also Fitch's expectation that most of OG&E's
planned capital investments will receive pre-approval from Oklahoma Corporation
Commission ensuring a clear recovery mechanism.

Enogex

Enogex's ratings are supported by strong cash flows generated by its portfolio
of natural gas transportation, storage, gathering and processing businesses. The
ratings also reflect the continued effort to reduce business risk by shifting
the processing revenue towards fixed-fee contracts. In 2012, we expect that 60%
of the gross margin will come from these contracts.

Commodity price exposure and prudent financial practices are Fitch's main rating
concerns. The commodity price concern would increase if there was growth in the
proportion of commodity sensitive non-regulated businesses or a change in
hedging strategy that would increase the company's exposure. Other concerns
would include adoption of a more aggressive business model.

We assess Enogex's credit quality by applying rating criteria for midstream
energy companies including master limited partnerships. Leverage defined as debt
to EBITDA was 2.6x in 2011 against 1.9x at the end of 2010 and 3.4x at the end
of 2009. Distribution coverage ratio defined as (adjusted EBITDA-maintenance
capex-interest expense)/cash distribution was 1.2x in 2011. Going forward, we
expect the debt to EBITDA ratio to be in the mid to high 2x and the distribution
coverage ratio to be around mid 2x.

Enogex's Stable Outlook assumes that the proportion of fee-based businesses will
continue to grow as a percentage of consolidated operating income. We would be
concerned if Enogex takes on overly aggressive growth projects or aggressive
distribution policy resulting in substantial increase in leverage.

Fitch downgrades the following ratings:

OGE Energy Corp.

--Long-term IDR to 'A-' from 'A';

--Senior unsecured debt to 'A-' from 'A';

--Short-term IDR and commercial paper (CP) to 'F2' from 'F1'.

Fitch has affirmed the following ratings:

Oklahoma Gas & Electric Company

--Long-term IDR at 'A';

--Senior unsecured debt at 'A+';

--Short-term IDR and CP at 'F1'.

Enogex LLC

--Long-term IDR at 'BBB';

--Senior unsecured debt at 'BBB'.

Additional information is available at 'www.fitchratings.com'. The ratings above
were solicited by, or on behalf of, the issuer, and therefore, Fitch has been
compensated for the provision of the ratings.

Applicable Criteria and