Common Equity

12 Months Ended

Dec. 31, 2021

OGE Energy

Automatic Dividend Reinvestment and Stock Purchase Plan

OGE Energy issued no shares of common stock under its Automatic Dividend Reinvestment and Stock Purchase Plan in 2021. OGE Energy may, from time to time, issue shares under its Automatic Dividend Reinvestment and Stock Purchase Plan or purchase shares traded on the open market. At December 31, 2021, there were 4,774,442 shares of unissued common stock reserved for issuance under OGE Energy's Automatic Dividend Reinvestment and Stock Purchase Plan.

Earnings (Loss) Per Share

Basic earnings (loss) per share is calculated by dividing net income (loss) attributable to OGE Energy by the weighted average number of OGE Energy's common shares outstanding during the period. In the calculation of diluted earnings (loss) 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 OGE Energy consist of performance units and restricted stock units. The following table presents the calculation of basic and diluted earnings (loss) per share for OGE Energy.


(In millions except per share data)	2021		2020		2019
Net income (loss)	$	737.3	$	(173.7)	$	433.6
Average common shares outstanding:
Basic average common shares outstanding	200.1		200.1		200.1
Effect of dilutive securities:
Contingently issuable shares (performance and restricted stock units)	0.2		—		0.6
Diluted average common shares outstanding	200.3		200.1		200.7
Basic earnings (loss) per average common share	$	3.68	$	(0.87)	$	2.17
Diluted earnings (loss) per average common share	$	3.68	$	(0.87)	$	2.16
Anti-dilutive shares excluded from earnings per share calculation	—		0.3		—

Dividend Restrictions

OGE Energy's Certificate of Incorporation places restrictions on the amount of common stock dividends it can pay when preferred stock is outstanding. Before OGE Energy can pay any dividends on its common stock, the holders of any of its preferred stock that may be outstanding are entitled to receive their dividends at the respective rates as may be provided for the shares of their series. As there is no preferred stock outstanding, that restriction did not place any effective limit on OGE Energy's ability to pay dividends to its shareholders.

OGE Energy utilizes dividends from OG&E to pay dividends to its shareholders. Prior to December 2021, OGE Energy utilized receipts from its equity method investment in Enable to pay dividends to its shareholders. In light of the completed Energy Transfer merger, OGE Energy expects to utilize, in part, cash distributions from Energy Transfer to pay dividends to its shareholders.

Pursuant to the leverage restriction in OGE Energy's revolving credit agreement, OGE Energy 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 $1.6 billion of OGE Energy's retained earnings from being paid out in dividends. Accordingly, approximately $1.4 billion of OGE Energy's retained earnings as of December 31, 2021 are unrestricted for the payment of dividends.

OG&E

There were no new shares of OG&E common stock issued in 2021, 2020 or 2019.

Dividend Restrictions

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 $580.9 million of OG&E's retained earnings from being paid out in dividends. Accordingly, approximately $2.5 billion of OG&E's retained earnings as of December 31, 2021 are unrestricted for the payment of dividends.