EIX 9.30.2011 10Q
Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________
FORM 10-Q
____________________________________________________
(Mark One)
S
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the quarterly period ended September 30, 2011
£
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from                         to                          
Commission File Number 1-9936
____________________________________________________

EDISON INTERNATIONAL
(Exact name of registrant as specified in its charter)
____________________________________________________
California
 
95-4137452
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
2244 Walnut Grove Avenue
(P. O. Box 976)
Rosemead, California
 
91770
(Address of principal executive offices)
 
(Zip Code)
(626) 302-2222
(Registrant's telephone number, including area code)
____________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes S No £
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes S No £
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer S
Accelerated filer £
Non-accelerated filer £
(Do not check if a smaller reporting company)
Smaller reporting company £
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes £ No S
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
Class
 
Outstanding at October 31, 2011
Common Stock, no par value
 
325,811,206
 

Table of Contents

TABLE OF CONTENTS

i

Table of Contents


ii

Table of Contents


iii

Table of Contents



iv

Table of Contents

GLOSSARY
The following terms and abbreviations appearing in the text of this report have the meanings indicated below.
2010 Form 10-K
 
Edison International's Annual Report on Form 10-K for the year-ended December 31, 2010
2010 Tax Relief Act
 
Tax Relief, Unemployment Insurance Reauthorization and Job Creation Act of 2010
AFUDC
 
allowance for funds used during construction
Ambit project
 
American Bituminous Power Partners, L.P.
AOI
 
Adjusted Operating Income (Loss)
APS
 
Arizona Public Service Company
ARO(s)
 
asset retirement obligation(s)
BACT
 
best available control technology
BART
 
best available retrofit technology
Bcf
 
billion cubic feet
Big 4
 
Kern River, Midway-Sunset, Sycamore and Watson natural gas power projects
Btu
 
British thermal units
CAA
 
Clean Air Act
CAIR
 
Clean Air Interstate Rule
CAISO
 
California Independent System Operator
CAMR
 
Clean Air Mercury Rule
CARB
 
California Air Resources Board
CDWR
 
California Department of Water Resources
CEC
 
California Energy Commission
coal plants
 
Midwest Generation coal plants and Homer City plant
Commonwealth Edison
 
Commonwealth Edison Company
CPS
 
Combined Pollutant Standard
CPUC
 
California Public Utilities Commission
CSAPR
 
Cross-State Air Pollution Rule
CRRs
 
congestion revenue rights
DOE
 
U.S. Department of Energy
EME
 
Edison Mission Energy
EMG
 
Edison Mission Group Inc.
EMMT
 
Edison Mission Marketing & Trading, Inc.
EPS
 
earnings per share
ERRA
 
energy resource recovery account
EWG
 
Exempt Wholesale Generator
Exelon Generation
 
Exelon Generation Company LLC
FASB
 
Financial Accounting Standards Board
FERC
 
Federal Energy Regulatory Commission
FGIC
 
Financial Guarantee Insurance Company
FIP(s)
 
federal implementation plan(s)
Four Corners
 
coal fueled electric generating facility located in Farmington, New Mexico in
which SCE holds a 48% ownership interest
GAAP
 
generally accepted accounting principles
GHG
 
greenhouse gas
Global Settlement
 
A settlement between Edison International and the IRS that resolved federal tax disputes related to Edison Capital's cross-border, leveraged leases through 2009, and all other outstanding federal tax disputes and affirmative claims for tax years 1986 through 2002 and related matters with state tax authorities.

v

Table of Contents

GRC
 
general rate case
GWh
 
gigawatt-hours
Homer City
 
EME Homer City Generation L.P., a Pennsylvania limited partnership that leases and operates three coal-fired electric generating units and related facilities located in Indiana County, Pennsylvania
Illinois EPA
 
Illinois Environmental Protection Agency
IRS
 
Internal Revenue Service
ISO
 
Independent System Operator
kWh(s)
 
kilowatt-hour(s)
LIBOR
 
London Interbank Offered Rate
MD&A
 
Management's Discussion and Analysis of Financial Condition and Results
of Operations in this report
Midwest Generation
 
Midwest Generation, LLC, a Delaware limited liability company that owns and/or leases, and that operates, the Midwest Generation plants
Midwest Generation plants
 
Midwest Generation's power plants (fossil fuel) located in Illinois
MMBtu
 
million British thermal units
Mohave
 
two coal fueled electric generating facilities that no longer operate located
in Clark County, Nevada in which SCE holds a 56% ownership interest
Moody's
 
Moody's Investors Service
MRTU
 
Market Redesign and Technology Upgrade
MW
 
megawatts
MWh
 
megawatt-hours
NAAQS
 
national ambient air quality standards
NAPP
 
Northern Appalachian
NERC
 
North American Electric Reliability Corporation
Ninth Circuit
 
U.S. Court of Appeals for the Ninth Circuit
NOV
 
notice of violation
NOx
 
nitrogen oxide
NRC
 
Nuclear Regulatory Commission
NSR
 
New Source Review
NYISO
 
New York Independent System Operator
PADEP
 
Pennsylvania Department of Environmental Protection
Palo Verde
 
large pressurized water nuclear electric generating facility located near
Phoenix, Arizona in which SCE holds a 15.8% ownership interest
PBOP(s)
 
postretirement benefits other than pension(s)
PBR
 
performance-based ratemaking
PG&E
 
Pacific Gas & Electric Company
PJM
 
PJM Interconnection, LLC
PRB
 
Powder River Basin
PSD
 
Prevention of Significant Deterioration
QF(s)
 
qualifying facility(ies)
ROE
 
return on equity
RPM
 
Reliability Pricing Model
RTO(s)
 
Regional Transmission Organization(s)
S&P
 
Standard & Poor's Ratings Services
San Onofre
 
large pressurized water nuclear electric generating facility located in south
San Clemente, California in which SCE holds a 78.21% ownership interest
SCE
 
Southern California Edison Company
SNCR
 
selective non-catalytic reduction

vi

Table of Contents

SDG&E
 
San Diego Gas & Electric
SEC
 
U.S. Securities and Exchange Commission
SIP(s)
 
state implementation plan(s)
SO2
 
sulfur dioxide
US EPA
 
U.S. Environmental Protection Agency
VIE(s)
 
variable interest entity(ies)
year-ended 2010 MD&A
 
Management's Discussion and Analysis of Financial Condition and Results
of Operations appearing in the 2010 Form 10-K


vii

Table of Contents

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Statements of Income
Edison International
 
 
 
 
 
 
Three months ended
September 30,
 
Nine months ended
September 30,
(in millions, except per-share amounts, unaudited)
2011
 
2010
 
2011
 
2010
Electric utility
$
3,385

 
$
3,097

 
$
8,060

 
$
7,502

Competitive power generation
596

 
691

 
1,686

 
1,838

Total operating revenue
3,981

 
3,788

 
9,746

 
9,340

Fuel
352

 
328

 
866

 
877

Purchased power
1,264

 
1,118

 
2,422

 
2,337

Operations and maintenance
1,119

 
1,102

 
3,531

 
3,287

Depreciation, decommissioning and amortization
436

 
378

 
1,288

 
1,127

Total operating expenses
3,171

 
2,926

 
8,107

 
7,628

Operating income
810

 
862

 
1,639

 
1,712

Interest and dividend income
4

 
4

 
38

 
27

Equity in income from unconsolidated affiliates – net
56

 
62

 
68

 
101

Other income
27

 
33

 
110

 
103

Interest expense
(203
)
 
(175
)
 
(601
)
 
(518
)
Other expenses
(11
)
 
(12
)
 
(37
)
 
(39
)
Income from continuing operations before income taxes
683

 
774

 
1,217

 
1,386

Income tax expense
242

 
247

 
369

 
261

Income from continuing operations
441

 
527

 
848

 
1,125

Income (loss) from discontinued operations – net of tax

 
(4
)
 
(3
)
 
4

Net income
441

 
523

 
845

 
1,129

Dividends on preferred and preference stock of utility
15

 
13

 
44

 
39

Other noncontrolling interests

 

 
(1
)
 

Net income attributable to Edison International common shareholders
$
426

 
$
510

 
$
802

 
$
1,090

Amounts attributable to Edison International common shareholders:
 
 
 
 
 
 
 
Income from continuing operations, net of tax
$
426

 
$
514

 
$
805

 
$
1,086

Income (loss) from discontinued operations, net of tax

 
(4
)
 
(3
)
 
4

Net income attributable to Edison International common shareholders
$
426

 
$
510

 
$
802

 
$
1,090

Basic earnings per common share attributable to Edison International common shareholders:
 
 
 
 
 
 
 
Weighted-average shares of common stock outstanding
326

 
326

 
326

 
326

Continuing operations
$
1.31


$
1.57


$
2.47


$
3.32

Discontinued operations

 
(0.01
)
 
(0.01
)
 
0.01

Total
$
1.31

 
$
1.56

 
$
2.46

 
$
3.33

Diluted earnings per common share attributable to Edison International common shareholders:
 
 
 
 
 
 
 
Weighted-average shares of common stock outstanding, including effect of dilutive securities
329

 
328

 
329

 
328

Continuing operations
$
1.30

 
$
1.57

 
$
2.46

 
$
3.30

Discontinued operations

 
(0.01
)
 
(0.01
)
 
0.01

Total
$
1.30

 
$
1.56

 
$
2.45

 
$
3.31

Dividends declared per common share
$
0.320

 
$
0.315

 
$
0.960

 
$
0.945


The accompanying notes are an integral part of these consolidated financial statements.

1

Table of Contents

Consolidated Statements of Comprehensive Income
 
Edison International
 
 
 
 
 
 
Three months ended
September 30,
 
Nine months ended
September 30,
(in millions, unaudited)
2011
 
2010
 
2011
 
2010
Net income
$
441

 
$
523

 
$
845

 
$
1,129

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
Pension and postretirement benefits other than pensions:
 
 
 
 
 
 
 
Net gain arising during the period, net of income tax expense of $2 for the nine months ended September 30, 2010

 
1

 

 
13

Amortization of net (gain) loss included in net income, net of income tax expense (benefit) of $1 and $1 for the three months and $4 and $(3) for the nine months ended September 30, 2011 and 2010, respectively
3

 
1

 
7

 
(5
)
Prior service credit arising during the period, net of income tax expense of $1 for the nine months ended September 30, 2010

 

 

 
2

Amortization of prior service credit, net of income tax benefit of $1 for the nine months ended September 30, 2010

 

 

 
(2
)
Unrealized gain (loss) on derivatives qualified as cash flow hedges:
 
 
 
 
 
 
 
Unrealized holding gain (loss) arising during the period, net of income tax expense (benefit) of $(19) and $29 for the three months and $(24) and $41 for the nine months ended September 30, 2011 and 2010, respectively
(30
)
 
43

 
(38
)
 
61

Reclassification adjustments included in net loss, net of income tax benefit of none and $5 for the three months and $12 and $54 for the nine months ended September 30, 2011 and 2010, respectively

 
(7
)
 
(17
)
 
(80
)
Other comprehensive income (loss)
(27
)
 
38

 
(48
)
 
(11
)
Comprehensive income
414

 
561

 
797

 
1,118

Less: Comprehensive income attributable to noncontrolling interests
15

 
13

 
43

 
39

Comprehensive income attributable to Edison International
$
399

 
$
548

 
$
754

 
$
1,079



The accompanying notes are an integral part of these consolidated financial statements.

2

Table of Contents

Consolidated Balance Sheets
Edison International
 
 
 
 
 
(in millions, unaudited)
September 30,
2011
 
December 31,
2010
ASSETS
 
 
 
Cash and cash equivalents
$
1,384

 
$
1,389

Receivables, less allowances of $97 and $85 for uncollectible accounts at respective dates
1,218

 
931

Accrued unbilled revenue
709

 
442

Inventory
592

 
568

Prepaid taxes
72

 
390

Derivative assets
100

 
133

Restricted cash
15

 
2

Margin and collateral deposits
54

 
65

Regulatory assets
454

 
378

Other current assets
153

 
124

Total current assets
4,751

 
4,422

Nuclear decommissioning trusts
3,393

 
3,480

Investments in unconsolidated affiliates
569

 
559

Other investments
231

 
223

Total investments
4,193

 
4,262

Utility property, plant and equipment, less accumulated depreciation of $6,745 and $6,319 at respective dates
26,490

 
24,778

Competitive power generation and other property, plant and equipment, less accumulated depreciation of $2,083 and $1,865 at respective dates
5,579

 
5,406

Total property, plant and equipment
32,069

 
30,184

Derivative assets
191

 
437

Restricted deposits
43

 
47

Rent payments in excess of levelized rent expense under plant operating leases
1,320

 
1,187

Regulatory assets
4,486

 
4,347

Other long-term assets
619

 
644

Total long-term assets
6,659

 
6,662

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total assets
$
47,672

 
$
45,530



The accompanying notes are an integral part of these consolidated financial statements.

3

Table of Contents

Consolidated Balance Sheets
Edison International
 
 
 
 
 
(in millions, except share amounts, unaudited)
September 30,
2011
 
December 31,
2010
LIABILITIES AND EQUITY
 
 
 
Short-term debt
$
560

 
$
115

Current portion of long-term debt
51

 
48

Accounts payable
1,224

 
1,362

Accrued taxes
128

 
52

Accrued interest
207

 
205

Customer deposits
203

 
217

Derivative liabilities
290

 
217

Regulatory liabilities
734

 
738

Other current liabilities
764

 
998

Total current liabilities
4,161

 
3,952

Long-term debt
13,010

 
12,371

Deferred income taxes
6,003

 
5,625

Deferred investment tax credits
89

 
122

Customer advances
133

 
112

Derivative liabilities
344

 
468

Pensions and benefits
2,293

 
2,260

Asset retirement obligations
2,658

 
2,561

Regulatory liabilities
4,481

 
4,524

Other deferred credits and other long-term liabilities
2,454

 
2,041

Total deferred credits and other liabilities
18,455

 
17,713

Total liabilities
35,626

 
34,036

Commitments and contingencies (Note 9)


 


Common stock, no par value (800,000,000 shares authorized; 325,811,206 shares issued and outstanding at each date)
2,346

 
2,331

Accumulated other comprehensive loss
(124
)
 
(76
)
Retained earnings
8,793

 
8,328

Total Edison International's common shareholders' equity
11,015

 
10,583

Preferred and preference stock of utility
1,029

 
907

Other noncontrolling interests
2

 
4

Total noncontrolling interests
1,031

 
911

Total equity
12,046

 
11,494

Total liabilities and equity
$
47,672

 
$
45,530



The accompanying notes are an integral part of these consolidated financial statements.

4

Table of Contents

Consolidated Statements of Cash Flows
Edison International
 
 
 
 
Nine months ended
September 30,
(in millions, unaudited)
2011
 
2010
Cash flows from operating activities:
 
 
 
Net income
$
845

 
$
1,129

Less: Income (loss) from discontinued operations
(3
)
 
4

Income from continuing operations
848

 
1,125

Adjustments to reconcile to net cash provided by operating activities:
 
 
 
Depreciation, decommissioning and amortization
1,288

 
1,127

Regulatory impacts of net nuclear decommissioning trust earnings
131

 
106

Other amortization
112

 
90

Stock-based compensation
22

 
20

Equity in income from unconsolidated affiliates – net
(68
)
 
(101
)
Distributions from unconsolidated entities
52

 
76

Deferred income taxes and investment tax credits
373

 
414

Proceeds from U.S. treasury grants
310

 
92

Income from leveraged leases
(4
)
 
(3
)
Changes in operating assets and liabilities:
 
 
 
Receivables
(205
)
 
(184
)
Inventory
(20
)
 
(27
)
Margin and collateral deposits – net of collateral received
6

 
32

Prepaid taxes
318

 
33

Other current assets
(319
)
 
(224
)
Rent payments in excess of levelized rent expense
(133
)
 
(148
)
Accounts payable
178

 
28

Accrued taxes
76

 
(23
)
Other current liabilities
(189
)
 
(129
)
Derivative assets and liabilities – net
137

 
1,079

Regulatory assets and liabilities – net
(73
)
 
(530
)
Other assets
(14
)
 
(40
)
Other liabilities
1

 
(67
)
Operating cash flows from discontinued operations
(3
)
 
4

Net cash provided by operating activities
2,824

 
2,750

Cash flows from financing activities:
 
 
 
Long-term debt issued
686

 
1,652

Long-term debt issuance costs
(24
)
 
(35
)
Long-term debt repaid
(97
)
 
(371
)
Bonds purchased
(86
)
 

Preference stock issued – net
123

 

Short-term debt financing – net
573

 
13

Settlements of stock-based compensation – net
(14
)
 
(7
)
Dividends and distributions to noncontrolling interests
(43
)
 
(39
)
Dividends paid
(313
)
 
(308
)
Net cash provided by financing activities
$
805

 
$
905



The accompanying notes are an integral part of these consolidated financial statements.

5

Table of Contents

Consolidated Statements of Cash Flows
Edison International
 
 
 
 
 
 
Nine months ended
September 30,
(in millions, unaudited)
2011
 
2010
Cash flows from investing activities:
 
 
 
Capital expenditures
$
(3,491
)
 
$
(3,129
)
Purchase of interest in acquired companies
(3
)
 
(4
)
Proceeds from sale of nuclear decommissioning trust investments
2,108

 
903

Purchases of nuclear decommissioning trust investments and other
(2,254
)
 
(1,036
)
Proceeds from partnerships and unconsolidated subsidiaries, net of investment
6

 
35

Investments in other assets

 
3

Effect of consolidation and deconsolidation of variable interest entities

 
(91
)
Net cash used by investing activities
(3,634
)
 
(3,319
)
Net increase (decrease) in cash and cash equivalents
(5
)
 
336

Cash and cash equivalents, beginning of period
1,389

 
1,673

Cash and cash equivalents, end of period
$
1,384

 
$
2,009



The accompanying notes are an integral part of these consolidated financial statements.

6

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1. Summary of Significant Accounting Policies
Edison International has two business segments for financial reporting purposes: an electric utility operation segment (SCE) and a competitive power generation segment (EMG). SCE is an investor-owned public utility primarily engaged in the business of supplying electricity to an approximately 50,000 square mile area of southern California. EMG is the holding company for its principal wholly owned subsidiary, EME. EME is a holding company with subsidiaries and affiliates engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in competitive power markets through its Edison Mission Marketing & Trading, Inc. ("EMMT") subsidiary.
Basis of Presentation
Edison International's significant accounting policies were described in Note 1 of "Edison International Notes to Consolidated Financial Statements" included in the 2010 Form 10-K. Edison International follows the same accounting policies for interim reporting purposes, with the exception of accounting principles adopted as of January 1, 2011, discussed below in "—New Accounting Guidance." This quarterly report should be read in conjunction with the financial statements and notes included in the 2010 Form 10-K.
In the opinion of management, all adjustments, including recurring accruals, have been made that are necessary to fairly state the consolidated financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the United States of America ("GAAP") for the periods covered by this quarterly report on Form 10-Q. The results of operations for the three- and nine-month periods ended September 30, 2011 are not necessarily indicative of the operating results for the full year.
The December 31, 2010 condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.
Cash Equivalents
Cash equivalents included investments in money market funds totaling $1.1 billion at both September 30, 2011 and December 31, 2010. Generally, the carrying value of cash equivalents equals the fair value, as these investments have maturities of three months or less.
Edison International temporarily invests the ending daily cash balance in its primary disbursement accounts until required for check clearing. Edison International reclassified $215 million and $197 million of checks issued against these accounts, but not yet paid by the financial institution, from cash to accounts payable at September 30, 2011 and December 31, 2010, respectively.
Inventory
Inventory is stated at the lower of cost or market, cost being determined by the weighted-average cost method for fuel, and the average cost method for materials and supplies. Inventory consisted of the following:
(in millions)
September 30,
2011
 
December 31,
2010
Coal, gas, fuel oil and other raw materials
$
191

 
$
184

Spare parts, materials and supplies
401

 
384

Total inventory
$
592

 
$
568

Earnings Per Share
Edison International computes earnings per share ("EPS") using the two-class method, which is an earnings allocation formula that determines EPS for each class of common stock and participating security. Edison International's participating securities are stock-based compensation awards payable in common shares, including stock options, performance shares and restricted stock units, which earn dividend equivalents on an equal basis with common shares. Stock options awarded during the period 2003 through 2006 received dividend equivalents. EPS attributable to Edison International common shareholders was computed as follows:


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Table of Contents

 
Three months ended
September 30,
 
Nine months ended
September 30,
(in millions)
2011
 
2010
 
2011
 
2010
Basic earnings per share – continuing operations:
 
 
 
 
 
 
 
Income from continuing operations attributable to common shareholders, net of tax
$
426

 
$
514

 
$
805

 
$
1,086

Participating securities dividends

 
(3
)
 

 
(5
)
Income from continuing operations available to common shareholders
$
426

 
$
511

 
$
805

 
$
1,081

Weighted average common shares outstanding
326

 
326

 
326

 
326

Basic earnings per share – continuing operations
$
1.31


$
1.57


$
2.47


$
3.32

Diluted earnings per share – continuing operations:
 
 
 
 
 
 
 
Income from continuing operations available to common shareholders
$
426

 
$
511

 
$
805

 
$
1,081

Income impact of assumed conversions
1

 
2

 
3

 
3

Income from continuing operations available to common shareholders and assumed conversions
$
427

 
$
513

 
$
808

 
$
1,084

Weighted average common shares outstanding
326

 
326

 
326

 
326

Incremental shares from assumed conversions
3

 
2

 
3

 
2

Adjusted weighted average shares – diluted
329

 
328

 
329

 
328

Diluted earnings per share – continuing operations
$
1.30

 
$
1.57

 
$
2.46

 
$
3.30

Stock-based compensation awards to purchase 5,943,378 and 9,700,218 shares of common stock for the three months ended September 30, 2011 and 2010, respectively, and 8,970,290 and 6,154,826 shares of common stock for the nine months ended September 30, 2011 and 2010 respectively, were outstanding, but were not included in the computation of diluted earnings per share because the exercise price of the awards was greater than the average market price of the common shares during the respective periods and, therefore, the effect would have been antidilutive.
New Accounting Guidance
Accounting Guidance Adopted in 2011
Revenue—Multiple-Deliverables
In October 2009, the Financial Accounting Standards Board ("FASB") issued amended guidance for identifying separate deliverables in a revenue-generating transaction where multiple deliverables exist, and provides guidance for allocating and recognizing revenues based on those separate deliverables. This update also requires additional disclosure related to the significant assumptions used to determine the revenue recognition of the separate deliverables. This guidance is required to be applied prospectively to new or significantly modified revenue arrangements. Edison International adopted this guidance effective January 1, 2011. The adoption of this accounting standards update did not have a material impact on Edison International's consolidated results of operations, financial position or cash flows.
Fair Value Measurements and Disclosures
The FASB issued an accounting standards update modifying the disclosure requirements related to fair value measurements. Under these requirements, purchases and settlements for Level 3 fair value measurements are presented on a gross basis, rather than net. Edison International adopted this guidance effective January 1, 2011.
Accounting Guidance Not Yet Adopted
Fair Value Measurement
In May 2011, the FASB issued an accounting standards update modifying the fair value measurement and disclosure guidance. This guidance prohibits grouping of financial instruments for purposes of fair value measurement and requires the value be based on the individual security. This amendment also results in new disclosures primarily related to Level 3 measurements including quantitative disclosure about unobservable inputs and assumptions, a description of the valuation processes and a narrative description of the sensitivity of the fair value to changes in unobservable inputs. Edison International will adopt this


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guidance effective January 1, 2012 and does not expect the adoption of this standard will have a material impact on Edison International's consolidated statements of income, financial position or cash flows.
Presentation of Comprehensive Income
In June 2011, the FASB issued an accounting standards update on the presentation of comprehensive income. An entity can elect to present items of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate but consecutive statements. Edison International will adopt this guidance effective January 1, 2012. Edison International currently presents the statement of comprehensive income immediately following the statement of income and expects to continue to do so. The adoption of this accounting standards update does not change the items that constitute net income and other comprehensive income.
Note 2. Consolidated Statements of Changes in Equity
The following table provides the changes in equity for the nine months ended September 30, 2011.
 
Equity Attributable to Edison International
 
Noncontrolling Interests
 
 
(in millions)
Common
Stock
 
Accumulated
Other
Comprehensive
Loss
 
Retained
Earnings
 
Subtotal
 
Other
 
Preferred
and
Preference
Stock
 
Total
Equity
Balance at December 31, 2010
$
2,331

 
$
(76
)
 
$
8,328

 
$
10,583

 
$
4

 
$
907

 
$
11,494

Net income (loss)

 

 
802

 
802

 
(1
)
 
44

 
845

Other comprehensive loss

 
(48
)
 

 
(48
)
 

 

 
(48
)
Common stock dividends declared ($0.96 per share)

 

 
(313
)
 
(313
)
 

 

 
(313
)
Dividends, distributions to noncontrolling interests and other

 

 

 

 
(1
)
 
(44
)
 
(45
)
Stock-based compensation and other
7

 

 
(21
)
 
(14
)
 

 

 
(14
)
Noncash stock-based compensation and other
22

 

 
(3
)
 
19

 

 
(1
)
 
18

Purchase of noncontrolling interests1
(14
)
 

 

 
(14
)
 

 

 
(14
)
Issuance of preference stock

 

 

 

 

 
123

 
123

Balance at September 30, 2011
$
2,346

 
$
(124
)
 
$
8,793

 
$
11,015

 
$
2

 
$
1,029

 
$
12,046

1 
During the nine months ended September 30, 2011, EMG purchased the remaining interests in Pinnacle Wind Force, LLC, and Broken Bow I, LLC and all assets of the Crofton Bluffs project. All three projects are now 100% owned by EMG. The purchases of the noncontrolling interests were accounted for as equity transactions between controlling and noncontrolling interest holders.
The following table provides the changes in equity for the nine months ended September 30, 2010.
 
Equity Attributable to Edison International
 
Noncontrolling Interests
 
 
(in millions)
Common
Stock
 
Accumulated
Other
Comprehensive
Income
 
Retained
Earnings
 
Subtotal
 
Other
 
Preferred
and
Preference
Stock
 
Total
Equity
Balance at December 31, 2009
$
2,304

 
$
37

 
$
7,500

 
$
9,841

 
$
258

 
$
907

 
$
11,006

Net income

 

 
1,090

 
1,090

 

 
39

 
1,129

Other comprehensive loss

 
(11
)
 

 
(11
)
 

 

 
(11
)
Deconsolidation of variable interest entities

 

 

 

 
(249
)
 

 
(249
)
Cumulative effect of a change in accounting principle, net of tax

 

 
15

 
15

 

 

 
15

Common stock dividends declared ($0.945 per share)

 

 
(308
)
 
(308
)
 

 

 
(308
)
Dividends, distributions to noncontrolling interests and other

 

 

 

 
(4
)
 
(39
)
 
(43
)
Stock-based compensation and other
5

 

 
(12
)
 
(7
)
 

 

 
(7
)
Noncash stock-based compensation and other
16

 

 
(2
)
 
14

 

 

 
14

Balance at September 30, 2010
$
2,325

 
$
26

 
$
8,283

 
$
10,634

 
$
5

 
$
907

 
$
11,546



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Note 3. Variable Interest Entities
A variable interest entity ("VIE") is defined as a legal entity whose equity owners do not have sufficient equity at risk, or, as a group, the holders of the equity investment at risk lack any of the following three characteristics: decision-making rights, the obligation to absorb losses, or the right to receive the expected residual returns of the entity. The primary beneficiary is identified as the variable interest holder that has both the power to direct the activities of the VIE that most significantly impact the entity's economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. The primary beneficiary is required to consolidate the VIE. Commercial and operating activities are generally the factors that most significantly impact the economic performance of VIEs in which Edison International has a variable interest. Commercial and operating activities include construction, operation and maintenance, fuel procurement, dispatch and compliance with regulatory and contractual requirements.
Categories of Variable Interest Entities
Projects or Entities that are Consolidated
At September 30, 2011 and December 31, 2010, EMG consolidated 13 and 14 projects, respectively, with a total generating capacity of 570 MW and 580 MW, respectively, that have interests held by others. In April 2011, EMG sold its 75% ownership interest in a Minnesota wind project.
The following table presents summarized financial information of the projects that were consolidated by EMG:
(in millions)
September 30,
2011
 
December 31,
2010
Current assets
$
40

 
$
26

Net property, plant and equipment
702

 
739

Other long-term assets
6

 
6

Total assets
$
748

 
$
771

Current liabilities
$
28

 
$
25

Long-term debt net of current portion
67

 
71

Deferred revenues
69

 
71

Other long-term liabilities
21

 
21

Total liabilities
$
185

 
$
188

Noncontrolling interests
$
2

 
$
4

At September 30, 2011 and December 31, 2010, assets serving as collateral for the debt obligations had a carrying value of $160 million and $163 million, respectively, and primarily consist of property, plant and equipment.
Variable Interest in VIEs that are not Consolidated
Power Purchase Contracts
SCE has 16 power purchase agreements ("PPAs") that have variable interests in VIEs, including 6 tolling agreements through which SCE provides the natural gas to fuel the plants and 10 contracts with qualifying facilities ("QFs") that contain variable pricing provisions based on the price of natural gas. SCE has concluded that it is not the primary beneficiary of these VIEs since it does not control the commercial and operating activities of these entities. In general, because payments for capacity are the primary source of income, the most significant economic activity for SCE's VIEs is the operation and maintenance of the power plants.
As of the balance sheet date, the carrying amount of assets and liabilities in SCE's consolidated balance sheet that relate to its involvement with VIEs result from amounts due under the PPAs or the fair value of those derivative contracts. Under these contracts, SCE recovers the costs incurred under its approved long-term power procurement plans. SCE has no residual interest in the entities and has not provided or guaranteed any debt or equity support, liquidity arrangements, performance guarantees or other commitments associated with these contracts other than the purchase commitments described in Note 9. As a result, there is no significant potential exposure to loss as a result of SCE's involvement with these VIEs. The aggregate capacity dedicated to SCE for these VIE projects was 3,820 MW at September 30, 2011 and the amounts that SCE paid to these projects were $178 million and $205 million for the three months ended September 30, 2011 and 2010, respectively, and $347 million and


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$447 million for the nine months ended September 30, 2011 and 2010, respectively. These amounts are recovered in customer rates.
Equity Interests
EMG accounts for domestic gas and wind energy projects in which it has less than a 100% ownership interest, and cannot exercise unilateral control, under the equity method. At September 30, 2011 and December 31, 2010, EMG had five significant variable interests in natural gas projects that are not consolidated, consisting of the Big 4 projects (Kern River, Midway-Sunset, Sycamore and Watson) and the Sunrise project. A subsidiary of EMG operates three of the four Big 4 projects and the Sunrise project and EMG's partner provides the fuel management services for the Big 4 projects. In addition, the executive director of these projects is provided by EMG's partner. Commercial and operating activities are jointly controlled by a management committee of each VIE. Accordingly, EMG accounts for its variable interests under the equity method.
EMG accounts for its interest in three renewable wind generating facilities under the equity method. At December 31, 2010, EMG had interests in 2 renewable wind generating facilities, the Elkhorn Ridge and San Juan Mesa projects. In addition to these 2 projects, at September 30, 2011, EMG had interests in Community Wind North, which achieved commercial operation on May 28, 2011. The commercial and operating activities of these entities are jointly directed by representatives of each partner. Thus, EMG is not the primary beneficiary of these projects.
The following table presents the carrying amount of EMG's investments in unconsolidated VIEs and the maximum exposure to loss for each investment:
 
September 30, 2011
(in millions)
Investment
 
Maximum
Exposure
Natural gas-fired projects
$
340

 
$
340

Renewable energy projects
228

 
228

EMG's maximum exposure to loss in its VIEs accounted for under the equity method is generally limited to its investment in these entities. One of EMG's domestic energy projects has long-term debt that is secured by a pledge of project entity assets, but does not provide for recourse to EMG. Accordingly, a default under the project financing could result in foreclosure on the assets of the project entity resulting in a loss of some or all of EMG's investment, but would not require EMG to contribute additional capital. At September 30, 2011, entities which EMG has accounted for under the equity method had indebtedness of $64 million, of which $16 million is proportionate to EMG's ownership interest in this project.
Note 4. Fair Value Measurements
Recurring Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, referred to as an exit price. Fair value of an asset or liability should consider assumptions that market participants would use in pricing the asset or liability, including assumptions about nonperformance risk.
Edison International categorizes financial assets and liabilities into a fair value hierarchy based on valuation inputs used to determine fair value. The hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).


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The following table sets forth assets and liabilities that were accounted for at fair value by level within the fair value hierarchy:
 
As of September 30, 2011
(in millions)
Level 1
 
Level 2
 
Level 3
 
Netting
and
Collateral1
 
Total
Assets at Fair Value
 
 
 
 
 
 
 
 
 
Money market funds2
$
1,056

 
$

 
$

 
$

 
$
1,056

Derivative contracts:
 
 
 
 
 
 
 
 
 
Electricity

 
43

 
213

 
(36
)
 
220

Natural gas
2

 
61

 
10

 
(6
)
 
67

Fuel oil
2

 

 

 
(2
)
 

Tolling

 

 
4

 

 
4

Coal

 
1

 

 
(1
)
 

Subtotal of commodity contracts
4

 
105

 
227

 
(45
)
 
291

Long-term disability plan
9

 

 

 

 
9

Nuclear decommissioning trusts:
 
 
 
 
 
 
 
 
 
Stocks3
1,721

 

 

 

 
1,721

Municipal bonds

 
767

 

 

 
767

U.S. government and agency securities
378

 
123

 

 

 
501

Corporate bonds4

 
318

 

 

 
318

Short-term investments, primarily cash equivalents5
2

 
151

 

 

 
153

Subtotal of nuclear decommissioning trusts
2,101

 
1,359

 

 

 
3,460

Total assets6
3,170

 
1,464

 
227

 
(45
)
 
4,816

Liabilities at Fair Value
 
 
 
 
 
 
 
 
 
Derivative contracts:
 
 
 
 
 
 
 
 
 
Electricity

 
17

 
84

 
(18
)
 
83

Natural gas

 
240

 
12

 
(12
)
 
240

Fuel oil
1

 

 

 
(1
)
 

Tolling

 

 
231

 

 
231

Subtotal of commodity contracts
1

 
257

 
327

 
(31
)
 
554

Interest rate contracts

 
80

 

 

 
80

Total liabilities
1

 
337

 
327

 
(31
)
 
634

Net assets (liabilities)
$
3,169

 
$
1,127

 
$
(100
)
 
$
(14
)
 
$
4,182



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As of December 31, 2010
(in millions)
Level 1
 
Level 2
 
Level 3
 
Netting
and
Collateral1
 
Total
Assets at Fair Value
 
 
 
 
 
 
 
 
 
Money market funds2
$
1,100

 
$

 
$

 
$

 
$
1,100

Derivative contracts:
 
 
 
 
 
 
 
 
 
Electricity

 
70

 
363

 
(61
)
 
372

Natural gas
1

 
69

 
11

 
(1
)
 
80

Fuel oil
8

 

 

 
(8
)
 

Tolling

 

 
118

 

 
118

Subtotal of commodity contracts
9

 
139

 
492

 
(70
)
 
570

Long-term disability plan
9

 

 

 

 
9

Nuclear decommissioning trusts:
 
 
 
 
 
 
 
 
 
Stocks3
2,029

 

 

 

 
2,029

Municipal bonds

 
790

 

 

 
790

Corporate bonds4

 
346

 

 

 
346

U.S. government and agency securities
215

 
73

 

 

 
288

Short-term investments, primarily cash equivalents5
1

 
31

 

 

 
32

Subtotal of nuclear decommissioning trusts
2,245

 
1,240

 

 

 
3,485

Total assets6
3,363

 
1,379

 
492

 
(70
)
 
5,164

Liabilities at Fair Value
 
 
 
 
 
 
 
 
 
Derivative contracts:
 
 
 
 
 
 
 
 
 
Electricity

 
13

 
40

 
(21
)
 
32

Natural gas

 
286

 
11

 
(4
)
 
293

Tolling

 

 
344

 

 
344

Coal

 
1

 

 
(1
)
 

Subtotal of commodity contracts

 
300

 
395

 
(26
)
 
669

Interest rate contracts

 
16

 

 

 
16

Total liabilities

 
316

 
395

 
(26
)
 
685

Net assets (liabilities)
$
3,363

 
$
1,063

 
$
97

 
$
(44
)
 
$
4,479

1 
Represents the netting of assets and liabilities under master netting agreements and cash collateral across the levels of the fair value hierarchy. Netting among positions classified within the same level is included in that level.
2 
Money market funds are included in cash and cash equivalents and restricted cash on Edison International's consolidated balance sheets.
3 
Approximately 69% and 67% of the equity investments were located in the United States at September 30, 2011 and December 31, 2010, respectively.
4 
At September 30, 2011 and December 31, 2010, corporate bonds were diversified and included collateralized mortgage obligations and other asset backed securities of $21 million and $27 million, respectively.
5 
Excludes net liabilities of $67 million and $5 million at September 30, 2011 and December 31, 2010, respectively, of interest and dividend receivables and receivables related to pending securities sales and payables related to pending securities purchases.
6 
Excludes $31 million at both September 30, 2011 and December 31, 2010, of cash surrender value of life insurance investments for deferred compensation.


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The following table sets forth a summary of changes in the fair value of Level 3 assets and liabilities:
 
Three months ended
September 30,
 
Nine months ended
September 30,
(in millions)
2011
 
2010
 
2011
 
2010
Fair value, net asset (liabilities) at beginning of period
$
(275
)
 
$
(703
)
 
$
97

 
$
62

Total realized/unrealized gains (losses):
 
 
 
 
 
 
 
Included in earnings1
(4
)
 
24

 
14

 
51

Included in regulatory assets and liabilities2
162

3 
(142
)
 
(220
)
3 
(924
)
Included in accumulated other comprehensive income
1

 
1

 
(2
)
 
5

Purchases
24

 
15

 
51

 
48

Settlements
(8
)
 
(76
)
 
(38
)
 
(128
)
Transfers in or out of Level 3

 
(12
)
 
(2
)
 
(7
)
Fair value, net liability at end of period
$
(100
)
 
$
(893
)
 
$
(100
)
 
$
(893
)
Change during the period in unrealized losses related to assets and liabilities held at the end of the period4
$
(110
)
 
$
(163
)
 
$
(425
)
 
$
(882
)
1 
Reported in "Competitive power generation" revenue on Edison International's consolidated statements of income.
2 
Due to regulatory mechanisms, SCE's realized and unrealized gains and losses are recorded as regulatory assets and liabilities.
3 
Includes the elimination of the fair value of derivatives with SCE's consolidated affiliates.
4 
Amounts reported in "Competitive power generation" revenue on Edison International's consolidated statements of income was a loss of $3 million for the three months ended September 30, 2010, and gains of $7 million and $1 million for the nine months ended September 30, 2011 and 2010, respectively. The remainder of the unrealized losses relate to SCE. See 2 above.
Edison International determines the fair value for transfers in and transfers out of each level at the end of each reporting period. There were no significant transfers between levels during 2011 and 2010.
Valuation Techniques Used to Determine Fair Value
Level 1
Includes financial assets and liabilities where fair value is determined using unadjusted quoted prices in active markets that are available at the measurement date for identical assets and liabilities. Financial assets and liabilities classified as Level 1 include exchange-traded equity securities, exchange traded derivatives, U.S. treasury securities and money market funds.
Level 2
Pricing inputs include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the derivative instrument. Financial assets and liabilities utilizing Level 2 inputs include fixed-income securities and over-the-counter derivatives.
Derivative contracts that are over-the-counter traded are valued using pricing models to determine the net present value of estimated future cash flows and are generally classified as Level 2. Inputs to the pricing models include forward published or posted clearing prices from exchanges (New York Mercantile Exchange and Intercontinental Exchange) for similar instruments and discount rates. A primary source that best represents traded activity for each market is used to develop observable forward market prices in determining the fair value of these positions. Broker quotes or prices from exchanges are used to validate and corroborate the primary source. These price quotations reflect mid-market prices (average of bid and ask) and are obtained from sources believed to provide the most liquid market for the commodity. Broker quotes are incorporated when corroborated with other information which may include a combination of prices from exchanges, other brokers and comparison to executed trades.
Level 3
Includes financial assets and liabilities where fair value is determined using techniques that require significant unobservable inputs. Over-the-counter options, bilateral contracts, capacity contracts, QF contracts, derivative contracts that trade infrequently (such as congestion revenue rights ("CRRs") in the California market), long-term power agreements, and derivative contracts with counterparties that have significant nonperformance risks are generally valued using pricing models that incorporate unobservable inputs and are classified as Level 3. Assumptions are made in order to value derivative contracts


14

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in which observable inputs are not available. In circumstances where Edison International cannot verify fair value with observable market transactions, it is possible that a different valuation model could produce a materially different estimate of fair value. As markets continue to develop and more pricing information becomes available, Edison International continues to assess valuation methodologies used to determine fair value.
For derivative contracts that trade infrequently (illiquid financial transmission rights and CRRs), changes in fair value are based on models forecasting the value of those contracts. The models' inputs are reviewed and the fair value is adjusted when it is concluded that a change in inputs would result in a new valuation that better reflects the fair value of those derivative contracts. For illiquid long-term power agreements, fair value is based upon the discounting of future electricity and natural gas prices derived from a proprietary model using the risk free discount rate for a similar duration contract, adjusted for credit risk and market liquidity. Changes in fair value are based on changes to forward market prices, including forecasted prices for illiquid forward periods. The fair value of the majority of SCE's derivatives that are classified as Level 3 is determined using uncorroborated non-binding broker quotes and models which may require SCE to extrapolate short-term observable inputs in order to calculate fair value. Broker quotes are obtained from several brokers and compared against each other for reasonableness.
Nonperformance Risk
The fair value of the derivative assets and liabilities are adjusted for nonperformance risk. To assess nonperformance risks, SCE considers the probability of and the estimated loss incurred if a party to the transaction were to default. SCE also considers collateral, netting agreements, guarantees and other forms of credit support when assessing nonperformance. EMG reviews credit ratings of counterparties (and related default rates based on such credit ratings) and prices of credit default swaps. The market price (or premium) for credit default swaps represents the price that a counterparty would pay to transfer the risk of default, typically bankruptcy, to another party. A credit default swap is not directly comparable to the credit risks of derivative contracts, but provides market information of the related risk of nonperformance. The nonperformance risk adjustment represented an insignificant amount at both September 30, 2011 and December 31, 2010.
Nuclear Decommissioning Trusts
SCE's nuclear decommissioning trust investments include equity securities, U.S. treasury securities and other fixed-income securities. Equity and treasury securities are classified as Level 1 as fair value is determined by observable market prices in active or highly liquid and transparent markets. The remaining fixed-income securities are classified as Level 2. The fair value of these financial instruments is based on evaluated prices that reflect significant observable market information such as reported trades, actual trade information of similar securities, benchmark yields, broker/dealer quotes, issuer spreads, bids, offers and relevant credit information.
Fair Value of Long-Term Debt Recorded at Carrying Value
The carrying value and fair value of long-term debt are:
 
September 30, 2011
 
December 31, 2010
(in millions)
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
Long-term debt, including current portion
$
13,061

 
$
13,500

 
$
12,419

 
$
12,360

Fair values of long-term debt are based on evaluated prices that reflect significant observable market information such as reported trades, actual trade information of similar securities, benchmark yields, broker/dealer quotes of new issue prices and relevant credit information.
The carrying value of trade receivables, payables and short-term debt approximates fair value.
Note 5. Debt and Credit Agreements
Long-Term Debt
In May 2011, SCE issued $500 million of 3.875% first and refunding mortgage bonds due in 2021. The proceeds from these bonds were used to repay commercial paper borrowings and to fund SCE's capital program. In October 2011, SCE issued $150 million of floating rate first and refunding mortgage bonds due in 2014. The proceeds from these bonds were used to finance fuel inventories.
In May 2011 and September 2011, SCE purchased $56 million and $30 million, respectively, of its variable rate tax-exempt bonds.


15

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Project Financings
Walnut Creek
On July 27, 2011, EMG completed, through wholly owned subsidiaries, non-recourse financings to fund construction of the Walnut Creek project, a 479 MW natural gas-fired peaker plant in southern California. The financings included floating rate construction loans totaling $495 million that will convert to 10-year amortizing term loans by June 30, 2013, subject to meeting specified conditions, and also included $122 million of letter of credit ($40 million outstanding at September 30, 2011) and working capital facilities.
The non-recourse financings were completed in two parts. A construction plus term loan financing of $442 million that initially accrues interest at the London Interbank Offered Rate (LIBOR) plus 2.25% and increases by 0.25% after the third, sixth and ninth anniversaries of the term conversion date. An interest rate swap agreement for a portion of the construction loan fixed the floating rate at 0.81% beginning November 30, 2011 through March 31, 2013. The effective rate for the outstanding loan of $44 million was 2.48% at September 30, 2011. Under the swap agreement for majority of the term loan, the fixed interest rate will be 3.54% beginning June 28, 2013 through May 31, 2023 and the effective rate is expected to be 5.84%.

A second construction plus term loan financing of $53 million was obtained by a holding company that accrues interest at LIBOR plus 4.00% over the entire term. An interest rate swap agreement for a portion of the construction loan fixed the floating rate at 0.79% beginning July 29, 2011 through May 31, 2013. The effective rate for the outstanding loan of $49 million was 4.94% at September 30, 2011. Under the swap agreement for the majority of the term loan, the fixed interest rate will be 4.00% beginning June 28, 2013 through May 31, 2023 and the effective rate is expected to be 8.00%, Both outstanding loans were recorded in long-term debt on Edison International's consolidated balance sheet at September 30, 2011.

Viento Funding II Wind Financing Amendment
In February 2011, EME completed, through its subsidiary, Viento Funding II, Inc., an amendment of its 2009 non-recourse financing of its interests in the Wildorado, San Juan Mesa and Elkhorn Ridge wind projects. The amendment increased the financing amount to $255 million, which included a $227 million ten-year term loan (expiring in December 2020), a $23 million seven-year letter of credit facility and a $5 million seven-year working capital facility. At September 30, 2011, $216 million was outstanding under this loan. The amount of outstanding letters of credit was $23 million. Interest under the term loan accrues at LIBOR plus 2.75% initially with the rate increasing 0.25% on every fourth anniversary.
Credit Agreements and Short-Term Debt
At September 30, 2011, SCE's outstanding short-term debt was $550 million at