Common Equity

Automatic Dividend Reinvestment and Stock Purchase Plan

The Company issued 90,151 shares and 280,113 shares of common stock under its Automatic Dividend Reinvestment and Stock Purchase Plan during the three and nine months ended September 30, 2014 and received proceeds of $3.3 million and $10.1 million, respectively. 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 September 30, 2014, there were 3,565,390 shares of unissued common stock reserved for issuance under the Company's Automatic Dividend Reinvestment and Stock Purchase Plan.

Earnings Per Share

Basic earnings per share is calculated by dividing net income attributable to OGE Energy by the weighted average number of the Company's common shares outstanding during the period. In the calculation of diluted earnings per share, weighted average shares outstanding are increased for additional shares that would be outstanding if potentially dilutive securities were converted to common stock. Potentially dilutive securities for the Company consist of performance units and restricted stock units. Basic and diluted earnings per share for the Company were calculated as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions except per share data)	2014		2013		2014		2013
Net Income Attributable to OGE Energy	$	187.3	$	215.2	$	337.4	$	330.0
Average Common Shares Outstanding
Basic average common shares outstanding	199.3		198.4		199.1		198.1
Effect of dilutive securities:
Contingently issuable shares (performance and restricted stock units)	0.9		1.3		0.8		1.2
Diluted average common shares outstanding	200.2		199.7		199.9		199.3
Basic Earnings Per Average Common Share Attributable to OGE Energy Common Shareholders	$	0.94	$	1.08	$	1.69	$	1.67
Diluted Earnings Per Average Common Share Attributable to OGE Energy Common Shareholders	$	0.94	$	1.08	$	1.69	$	1.66
Anti-dilutive shares excluded from earnings per share calculation	—		—		—		—

Dividend Restrictions

The Company’s Certificate of Incorporation place restrictions on the amount of common stock dividends it can pay when preferred stock is outstanding. As there is no preferred stock outstanding, that restriction did not place any effective limit on the Company’s ability to pay dividends to its shareholders. Pursuant to the leverage restriction in the Company’s revolving credit agreement, the Company must maintain a percentage of debt to total capitalization 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 capitalization, which results in the restriction of approximately $460 million of the Company’s retained earnings from being paid out in dividends. Accordingly, approximately $1.532 billion of the Company’s retained earnings as of December 31, 2013 are unrestricted for the payment of dividends.

The Company depends on receipts from its equity investment in Enable and dividends from OG&E to pay dividends to its shareholders. Enable’s partnership agreement requires that it distribute all “available cash”, as defined as cash on hand at the end of a quarter after the payment of expenses and the establishment of cash reserves, and cash on hand resulting from working capital borrowings made after the end of the quarter. 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 restriction in OG&E’s revolving credit agreement, OG&E must also maintain a percentage of debt to total capitalization 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 capitalization, which results in the restriction of approximately $224 million of OG&E’s retained earnings from being paid out in dividends. Accordingly, approximately $1.589 billion of OG&E’s retained earnings as of December 31, 2013 are unrestricted for the payment of dividends.