Debt and Credit Agreements

Long-Term Debt

The following table summarizes long-term debt (rates and terms are as of December 31, 2011):



	December 31,
(in millions)	2011			2010
First and refunding mortgage bonds:
2014 – 2041 (3.875% to 6.05% and floating)	$	7,375		$	6,475
Pollution-control bonds:
2028 – 2035 (2.875% to 5.0% and variable)	939			1,196
Bonds repurchased	(161		)	(324		)
Debentures and notes:
2013 – 2053 (5.06% to 7.625%)	4,407			4,410
Wind project financings:
Tapestry Wind, LLC
Term Loan (LIBOR plus 2.5%)	214			—
Big Sky Wind, LLC
Vendor financing loan due 2014 (LIBOR plus 3.5%)	211			190
Viento Funding II, Inc.
Term Loan due 2020 (LIBOR plus 2.75%)	207			150
Walnut Creek Energy and WCEP Holdings, LLC
Construction Loans due 2013 (LIBOR plus 2.25% ; LIBOR plus 4%)	187			—
Cedro Hill Wind, LLC
Term Loan due 2025 (LIBOR plus 3.0%)	131			135
Laredo Ridge
Term Loan due 2026 (LIBOR plus 2.75%)	74			—
High Lonesome Mesa, LLC
Bonds Series 2010A and 2010B due 2017 (6.85%)	72			75
Other wind project financings	55			23
Other long-term debt	65			117
Long-term debt due within one year	(57		)	(48		)
Unamortized debt discount – net	(30		)	(28		)
Total	$	13,689		$	12,371

Long-term debt maturities for the next five years are: 2012 – $57 million; 2013 – $755 million; 2014 – $1.5 billion; 2015 – $372 million; and 2016 – $966 million.

Liens and Security Interests

Almost all SCE properties are subject to a trust indenture lien. SCE has pledged first and refunding mortgage bonds as collateral for borrowed funds obtained from certain pollution-control bonds issued by government agencies. SCE has a debt covenant that requires a debt to total capitalization ratio be met. At December 31, 2011, SCE was in compliance with this debt covenant.

In connection with Midwest Generation's financing activities, a first priority security interest was provided in substantially all the coal-fired generating plants owned by Midwest Generation and the assets relating to those plants, the receivables of EMMT directly related to Midwest Generation's hedging activities and the pledge of the intercompany notes from EME (approximately $1.3 billion at December 31, 2011). The net book value of assets pledged or mortgaged was $2.3 billion at December 31, 2011. In addition to these assets, Midwest Generation's membership interests and the capital stock of Edison Mission Midwest Holdings were pledged.

In connection with the wind financings, payment obligations are generally secured by pledges of its direct and indirect ownership interests in the projects, project agreements and reserve accounts, if applicable. In connection with the Big Sky turbine financing, the loan is secured by a leasehold mortgage on the project's real property assets, a pledge of all other collateral of the Big Sky wind project, as well as a cash reserve account into which one-third of distributable cash flow, if any, of the Big Sky wind project is to be deposited on a monthly basis. For further details regarding consolidated assets pledged as security for debt obligations, see Note 3—Variable Interest Entities.

EME Senior Notes

EME has $3.7 billion of senior notes due 2013 through 2027. The senior notes are redeemable by EME at any time at a price equal to 100% of the principal amount, plus accrued and unpaid interest and liquidated damages, if any, of the senior notes plus a "make-whole" premium. The senior notes are EME's senior unsecured obligations, ranking equal in right of payment to all of EME's existing and future senior unsecured indebtedness, and will be senior to all of EME's future subordinated indebtedness. EME's secured debt and its other secured obligations are effectively senior to the senior notes to the extent of the value of the assets securing such debt or other obligations. None of EME's subsidiaries have guaranteed the senior notes and, as a result, all the existing and future liabilities of EME's subsidiaries are effectively senior to the senior notes.

Credit Agreements and Short-Term Debt

Edison International (parent) has a $1.4 billion revolving credit facility with various banks that terminates in February 2013. Edison International's (parent) short-term debt is generally used for liquidity purposes. At December 31, 2011, Edison International (parent)'s outstanding short-term debt was $10 million at a weighted-average interest rate of 0.66%. At December 31, 2010, the outstanding short-term debt was $19 million at a weighted-average interest rate of 0.63%.

SCE has two revolving credit facilities with various banks; a $2.4 billion five-year credit facility that matures in February 2013, and a $500 million three-year credit facility that matures in March 2013. Commercial paper issued under these credit facilities are generally used to finance fuel inventories, balancing accounts undercollections and general, temporary cash requirements including power purchase payments. At December 31, 2011, the outstanding commercial paper was $419 million at a weighted-average interest rate of 0.44%. At December 31, 2011, letters of credit issued under SCE's credit facilities aggregated $81 million and were scheduled to expire in twelve months or less.

At December 31, 2011, EMG's subsidiaries, EME and Midwest Generation, had credit facilities of $564 million and $500 million, respectively, maturing in June 2012. At December 31, 2011, EMG had no borrowings outstanding and $69 million of letters of credit outstanding under these credit facilities. Subsequent to the end of the fiscal year EME terminated its secured credit facility.

The following table summarizes the status of the credit facilities at December 31, 2011:



(in millions)	SCE			EMG			Edison International (parent)
Commitment	$	2,894		$	1,064		$	1,426
Outstanding borrowings	(419		)	—			(10		)
Outstanding letters of credit	(81		)	(69		)	—
Amount available	$	2,394		$	995		$	1,416

Letters of Credit

Letters of credit under EME's and its subsidiaries' credit facilities aggregated $177 million and were scheduled to expire as follows: $146 million in 2012, $3 million in 2013, $10 million in 2017, and $18 million in 2018. Standby letters of credit include $40 million issued in connection with the power purchase agreement with SCE, under the Walnut Creek credit facility. Certain letters of credit are subject to automatic annual renewal provisions.