At December 31, 2011 and 2010, the balance of long-term debt outstanding was as follows (in thousands):

	2011			2010

First mortgage bonds (EDE):
7.20% Series due 2016	$	25,000		$	25,000
5.3% Pollution Control Series due 2013⁽¹⁾		8,000			8,000
5.2% Pollution Control Series due 2013⁽¹⁾		5,200			5,200
5.875% Series due 2037⁽²⁾		80,000			80,000
6.375% Series due 2018⁽²⁾		90,000			90,000
4.65% Series due 2020⁽²⁾		100,000			100,000
5.20% Series due 2040⁽²⁾		50,000			50,000
7.0% Series due 2024⁽³⁾		74,829			74,854
First mortgage bonds (EDG):
6.82% Series due 2036⁽²⁾		55,000			55,000

		488,029			488,054
Senior Notes, 4.50% Series due 2013⁽²⁾		98,000			98,000
Senior Notes, 6.70% Series due 2033⁽²⁾		62,000			62,000
Senior Notes, 5.80% Series due 2035⁽²⁾		40,000			40,000
Other		6,087			6,932
Less unamortized net discount		(924	)		(1,033	)

		693,192			693,953
Less current obligations of long-term debt		(641	)		(614	)
Less current obligations under capital lease		(292	)		(267	)

Total long-term debt	$	692,259		$	693,072

(1): We may redeem some or all of the notes at any time at 100% of their principal amount, plus accrued and unpaid interest to the redemption date.
(2): We may redeem some or all of the notes at any time at 100% of their principal amount, plus a make-whole premium, plus accrued and unpaid interest to the redemption date.
(3): We may redeem some or all of the bonds at any time on or after April 1, 2012, at 100% of the principal amount of the bonds plus accrued and unpaid interest to the redemption date.

On August 25, 2010, we issued $50 million principal amount of 5.20% first mortgage bonds due September 1, 2040. The net proceeds (after payment of expenses) of approximately $49.1 million were used to redeem $48.3 million aggregate principal amount of our Senior Notes, 7.05% Series due 2022 on August 27, 2010.

On May 28, 2010, we issued $100 million principal amount of 4.65% first mortgage bonds due June 1, 2020. The net proceeds (after payment of expenses) of approximately $98.8 million, were used to redeem all 2 million outstanding shares of our 8.5% trust preferred securities, totaling $50 million, on June 28, 2010, and to repay short-term debt which was incurred, in part, to fund the repayment, at maturity, of our 6.5% first mortgage bonds due 2010.

On January 28, 2011, we filed a $400 million shelf registration statement with the SEC covering our common stock, unsecured debt securities, preference stock, and first mortgage bonds. This shelf registration statement became effective on February 7, 2011. We have received regulatory approval for the issuance of securities under this shelf from all four states in our electric service territory, but we may only issue up to $250 million of such securities in the form of first mortgage bonds. We plan to use proceeds from offerings made pursuant to this shelf to fund capital expenditures, refinancings of existing debt or general corporate needs during the three-year effective period.

The principal amount of all series of first mortgage bonds outstanding at any one time under the EDE Mortgage is limited by terms of the mortgage to $1 billion. Substantially all of the property, plant and equipment of The Empire District Electric Company (but not its subsidiaries) is subject to the lien of the EDE Mortgage. Restrictions in the EDE mortgage bond indenture could affect our liquidity. The EDE Mortgage contains a requirement that for new first mortgage bonds to be issued, our net earnings (as defined in the EDE Mortgage) for any twelve consecutive months within the fifteen months preceding issuance must be two times the annual interest requirements (as defined in the EDE Mortgage) on all first mortgage bonds then outstanding and on the prospective issue of new first mortgage bonds. Our earnings for the year ended December 31, 2011 would permit us to issue approximately $511.0 million of new first mortgage bonds based on this test with an assumed interest rate of 6.0%. In addition to the interest coverage requirement, the EDE Mortgage provides that new bonds must be issued against, among other things, retired bonds or 60% of net property additions. At December 31, 2011, we had retired bonds and net property additions which would enable the issuance of at least $697.6 million principal amount of bonds if the annual interest requirements are met. As of December 31, 2011, we are in compliance with all restrictive covenants of the EDE Mortgage.

The principal amount of all series of first mortgage bonds outstanding at any one time under the EDG Mortgage is limited by terms of the mortgage to $300 million. Substantially all of the property, plant and equipment of The Empire District Gas Company is subject to the lien of the EDG Mortgage. The EDG Mortgage contains a requirement that for new first mortgage bonds to be issued, the amount of such new first mortgage bonds shall not exceed 75% of the cost of property additions acquired after the date of the Missouri Gas acquisition. The mortgage also contains a limitation on the issuance by EDG of debt (including first mortgage bonds, but excluding short-term debt incurred in the ordinary course under working capital facilities) unless, after giving effect to such issuance, EDG's ratio of EBITDA (defined as net income plus interest, taxes, depreciation, amortization and certain other non-cash charges) to interest charges for the most recent four fiscal quarters is at least 2.0 to 1. As of December 31, 2011, this test would allow us to issue approximately $10.7 million principal amount of new first mortgage bonds.

The carrying amount of our total debt exclusive of capital leases at December 31, 2011 was $688 million compared to a fair market value of approximately $752 million. The carrying amount of our total debt exclusive of capital leases as of December 31, 2010 was $689 million, compared to a fair value of approximately $697 million. These estimates were based on the quoted market prices for the same or similar issues or on the current rates offered to us for debt of the same remaining maturities. The estimated fair market value may not represent the actual value that could have been realized as of year-end or that will be realizable in the future.

	Payments Due By Period

Long-Term Debt Payout Schedule (Excluding Unamortized Discount (in thousands)	Total		Regulated Entity Debt Obligations		Capital Lease Obligations
2012	$	933	$	641	$	292
2013		111,913		111,615		298
2014		274		—		274
2015		292		—		292
2016		25,307		25,000		307
Thereafter		555,397		551,829		3,568

Total long-term debt obligations		694,116	$	689,085	$	5,031

Less current obligations and unamortized discount		1,857

Total long-term debt	$	692,259