6. Long-Term Debt

At December 31, 2012 and 2011, the balance of long-term debt outstanding was as follows (in thousands):

	2012			2011

First mortgage bonds (EDE):
7.20% Series due 2016	$	25,000		$	25,000
5.3% Pollution Control Series due 2013		—			8,000
5.2% Pollution Control Series due 2013		—			5,200
5.875% Series due 2037⁽¹⁾		80,000			80,000
6.375% Series due 2018⁽¹⁾		90,000			90,000
4.65% Series due 2020⁽¹⁾		100,000			100,000
5.20% Series due 2040⁽¹⁾		50,000			50,000
7.0% Series due 2024		—			74,829
3.58% Series due 2027⁽¹⁾		88,000			—
First mortgage bonds (EDG):
6.82% Series due 2036⁽¹⁾		55,000			55,000

		488,000			488,029
Senior Notes, 4.50% Series due 2013⁽¹⁾		98,000			98,000
Senior Notes, 6.70% Series due 2033⁽¹⁾		62,000			62,000
Senior Notes, 5.80% Series due 2035⁽¹⁾		40,000			40,000
Other		5,155			6,087
Less unamortized net discount		(815	)		(924	)

		692,340			693,192
Less current obligations of long-term debt		(415	)		(641	)
Less current obligations under capital lease		(299	)		(292	)

TOTAL LONG-TERM DEBT	$	691,626		$	692,259

(1): 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.

Debt Financing Activities

2012

On October 30, 2012, we entered into a Bond Purchase Agreement for a private placement of $30.0 million of 3.73% First Mortgage Bonds due 2033 and $120.0 million of 4.32% First Mortgage Bonds due 2043. The delayed settlement is anticipated to occur on or about May 30, 2013, subject to customary closing conditions. We expect to use the proceeds from the sale of the bonds to redeem all $98.0 million aggregate principal amount of our Senior Notes, 4.50% Series due June 15, 2013 with the remaining proceeds to be used for general corporate purposes. The bonds have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The bonds will be issued under the EDE Mortgage.

On April 1, 2012, we redeemed all $74.8 million aggregate principal amount of our First Mortgage Bonds, 7.00% Series due 2024. All $5.2 million of our First Mortgage Bonds, 5.20% Pollution Control Series due 2013, and all $8.0 million of our First Mortgage Bonds, 5.30% Pollution Control Series due 2013 were also redeemed with payment made to the trustee prior to March 31, 2012.

On April 2, 2012, we entered into a Bond Purchase Agreement for a private placement of $88 million aggregate principal amount of 3.58% First Mortgage Bonds due April 2, 2027. The first settlement of $38 million occurred on April 2, 2012 and the second settlement of $50 million occurred on June 1, 2012. All bonds of this new series will mature on April 2, 2027. Interest is payable semi-annually on the bonds on each April 2 and October 2, commencing October 2, 2012. The bonds may be redeemed, at our option, at any time prior to maturity, at par plus a make whole premium, together with accrued and unpaid interest, if any, to the redemption date. The bonds have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. We used the proceeds from the sale of these bonds to redeem the called bonds discussed above (including to repay short term debt initially used for such purpose). The bonds have been issued under the EDE Mortgage.

2010

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.

Shelf Registration

We have a $400.0 million shelf registration statement with the SEC, effective February 7, 2011, covering our common stock, unsecured debt securities, preference stock, and first mortgage bonds. 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 $250.0 million of such securities in the form of first mortgage bonds, of which $12.0 million would remain available after giving effect to the $150.0 million of new first mortgage bonds to be issued on or about May 30, 2013. 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.

EDE Mortgage Indenture

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, 2012 would permit us to issue approximately $609.2 million of new first mortgage bonds based on this test with an assumed interest rate of 5.5%. 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, 2012, we had retired bonds and net property additions which would enable the issuance of at least $776.7 million principal amount of bonds if the annual interest requirements are met. As of December 31, 2012, we are in compliance with all restrictive covenants of the EDE Mortgage.

EDG Mortgage Indenture

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, 2012, this test would allow us to issue approximately $12.8 million principal amount of new first mortgage bonds at an assumed interest rate of 5.5%.

	Payments Due By Period

Long-Term Debt Payout Schedule (Excluding Unamortized Discount (in thousands)	Total		Regulated Entity Debt Obligations		Capital Lease Obligations
2013	$	98,714	$	98,415	$	299
2014		274		—		274
2015		292		—		292
2016		25,307		25,000		307
2017		325		—		325
Thereafter		568,242		565,000		3,242

Total long-term debt obligations		693,154	$	688,415	$	4,739

Less current obligations and unamortized discount		1,528

TOTAL LONG-TERM DEBT	$	691,626