Back to GetFilings.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

For the transition period from                               to                              

Commission file number 333-92047-03

EME HOMER CITY GENERATION L.P.
(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (724) 479-9011

        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 ý NO o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). YES o NO ý

        Number of shares outstanding of the registrant's Common Stock as of May 14, 2003: Not applicable.

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

EME HOMER CITY GENERATION L.P.

STATEMENTS OF INCOME (LOSS)

(In thousands)

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

1

EME HOMER CITY GENERATION L.P.

STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

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

2

EME HOMER CITY GENERATION L.P.

BALANCE SHEETS

(In thousands)

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

3

EME HOMER CITY GENERATION L.P.

BALANCE SHEETS

(In thousands)

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

4

EME HOMER CITY GENERATION L.P.

STATEMENTS OF PARTNERS' EQUITY

(In thousands)

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

5

EME HOMER CITY GENERATION L.P.

STATEMENTS OF CASH FLOWS

(In thousands)

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

6

EME HOMER CITY GENERATION L.P.

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2003

(Dollars in thousands)

Note 1. General

        In the opinion of management, all adjustments, including recurring accruals, have been made that are necessary to present fairly the financial position and results of operations for the periods covered by this report. The results of operations for the three months ended March 31, 2003 are not necessarily indicative of the operating results for the full year.

        EME Homer City's significant accounting policies are described in Note 2 to its financial statements as of December 31, 2002 and 2001, included in its 2002 annual report on Form 10-K filed with the Securities and Exchange Commission. EME Homer City follows the same accounting policies for interim reporting purposes. This quarterly report should be read in connection with such financial statements.

        Terms used but not defined in this report are defined in EME Homer City's annual report on Form 10-K for the year ended December 31, 2002.

Current Developments

        A number of significant developments during late 2001 and 2002 adversely affected independent power producers and subsidiaries of major integrated energy companies that sell a sizable portion of their generation into the wholesale energy market (sometimes referred to as merchant generators), including EME Homer City. These developments included lower market prices in wholesale energy markets in the United States, significant declines in the credit ratings of most major market participants, decreased availability of debt financing or refinancing, and a resulting decline of liquidity in the energy markets due to growing concern about the ability of counterparties to perform their obligations.

        During the first quarter of 2003, wholesale energy prices in the PJM market increased primarily due to colder-than-normal weather and increases in the prices for natural gas. However, the recent changes in wholesale energy prices may or may not continue throughout 2003. See "Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition—Market Risk Exposures" for more information regarding forward market prices.

Note 2. Accumulated Other Comprehensive Income (Loss)

        Accumulated other comprehensive income (loss) consisted of the following:

        Unrealized losses on cash flow hedges at March 31, 2003 primarily include forward energy sales contracts that did not meet the normal sales and purchases exception under SFAS No. 133. These losses arise because current forecasts of future electricity prices are higher than EME Homer City's contract prices. As EME Homer City's hedged positions are realized, approximately $12.9 million, after tax, of the net unrealized losses on cash flow hedges will be reclassified into earnings during the next

7

twelve months. Actual amounts ultimately reclassified to earnings over the next twelve months could vary materially from this estimated amount as a result of changes in market conditions. The maximum period over which a cash flow hedge is designated is through December 31, 2003.

        Under SFAS No. 133, the portion of a cash flow hedge that does not offset the change in value of the transaction being hedged, which is commonly referred to as the ineffective portion, is immediately recognized in earnings. EME Homer City recorded a net $7.5 million loss during the first quarter ended March 31, 2003, representing the amount of cash flow hedges' ineffectiveness, reflected in loss from price risk management in the income statement.

Note 3. Changes in Accounting

Statement of Financial Accounting Standards No. 143

        Effective January 1, 2003, EME Homer City adopted Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the entity capitalizes a cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is increased to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. On January 1, 2003, EME Homer City recorded a $958 thousand, after tax, decrease to net income as the cumulative effect of adoption of SFAS No. 143.

        EME Homer City recorded a liability representing expected future costs associated with site reclamation, facilities dismantlement and removal of environmental hazards as follows:

        The following table illustrates the effect on net income (loss) if SFAS No. 143 had been applied during all periods affected.

Statement of Financial Accounting Standards Interpretation No. 45

        In November 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." This interpretation establishes reporting requirements to be made by a guarantor about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and initial measurement provisions of this interpretation are applicable on a prospective basis to

8

guarantees issued or modified after December 31, 2002. The adoption of this standard had no impact on EME Homer City's financial statements.

Statement of Financial Accounting Standards Interpretation No. 46

        In January 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards Interpretation No. 46, "Consolidation of Variable Interest Entities." This interpretation of Accounting Research Bulletin No. 51, "Consolidated Financial Statements," addresses consolidation by business enterprises of variable interest entities. The primary objective of the interpretation is to provide guidance on the identification of, and financial reporting for, entities over which control is achieved through means other than voting rights; such entities are known as variable-interest entities. This interpretation applies to variable interest entities created after January 31, 2003, and applies to variable interest entities in which EME Homer City holds a variable interest that it acquired before February 1, 2003. The adoption of this standard had no impact on EME Homer City's financial statements.

Note 4. Commitments and Contingencies

Plant Improvements

        EME Homer City has contracted with a division of ABB Flakt, now Alstom Power, to make environmental capital improvements to its generating units. The contractor was retained to construct a limestone-based, wet scrubber flue gas desulfurization system at Unit 3 and a selective catalytic reduction system at each of the three units. These improvements are expected to enable the Homer City generating units to comply with Phase II of Title IV of the Clean Air Act regarding sulfur oxide emissions, the Pennsylvania nitrogen oxide allowance regulations and Pennsylvania's response to the Environmental Protection Agency's State Implementation Plan Call regarding nitrogen oxide emissions. The contract consists of a fixed price, turnkey engineering, procurement and construction contract, including project management costs and other project costs. EME Homer City has spent $282 million related to this contract through March 31, 2003. EME Homer City estimates that an additional $9 million is required to complete the original scope of the project and agreed to change orders during 2003.

        The wet scrubber flue gas desulfurization system on Unit 3 has been installed and is operational. The selective catalytic reduction system on Unit 3 was installed but went out of service on February 10, 2002 due to a collapse of ductwork which caused the entire unit to shut down. Unit 3 was returned to service on April 4, 2002 and is operating with the selective catalytic reduction system bypassed. EME Homer City recovered $1.5 million under one of its insurance programs during the first quarter of 2003 and may be entitled to additional recovery of business interruption losses, but such determination has not been made or quantified at this time.

        EME Homer City and the contractor have completed their investigations of the event and both parties have developed a suitable restoration plan to make the selective catalytic reduction system operational by late May 2003. EME Homer City believes that the costs to repair the damage will be covered, for the most part, by insurance and the contractual obligations of the contractor. EME Homer City has agreed to share in certain costs for restoration, such as expediting costs, and currently estimates these costs should not exceed $7 million.

        The selective catalytic reduction systems on Units 1 and 2 have also been installed and several improvements were made during 2002 to resolve past operating and structural issues. The contractor is currently re-commissioning these units and the selective catalytic reduction systems for Units 1 and 2 are expected to be operational for most of the 2003 NOx season (May-September).

9

        Although the selective catalytic reduction systems on Units 1 and 2 are expected to be operational during the 2003 NOx season, emission allowance expenses may be incurred by EME Homer City as the units undergo certain contractual tests. Liquidated damages will be assessed against the contractor after May 1, 2003 and May 21, 2003, respectively, if Units 1 and 2 are not substantially completed and do not meet prescribed removal levels. These liquidated damages are expected to cover EME Homer City's expenses for the emission allowances.

        EME Homer City will likely incur a small amount of emission allowance expense (less than $2 million) when Unit 3 operates in early May 2003, prior to the planned outage to complete the selective catalytic reduction system restoration. Unit 3 may also incur additional emission allowance expense as it undergoes certain contractual tests following the planned outage. Liquidated damages will be assessed against the contractor after June 11, 2003 if Unit 3 is not substantially completed and does not meet prescribed removal levels. These liquidated damages are expected to cover EME Homer City's expenses for emission allowances incurred after June 11, 2003.

Environmental Matters

        EME Homer City is subject to environmental regulation by federal, state and local authorities in the United States. EME Homer City believes that it is in substantial compliance with environmental regulatory requirements and that maintaining compliance with current requirements will not materially affect EME Homer City's financial position or results of operation. However, possible future developments, such as the promulgation of more stringent environmental laws and regulations, and future proceedings that may be initiated by environmental authorities, could affect the costs and the manner in which EME Homer City conducts its business and could cause EME Homer City to make substantial additional capital expenditures. There is no assurance that EME Homer City would be able to recover these increased costs from its customers or that its financial position and results of operations would not be materially adversely affected.

        Typically, environmental laws require a lengthy and complex process for obtaining licenses, permits and approvals prior to construction and operation of a project. Meeting all the necessary requirements can delay or sometimes prevent the completion of a proposed project as well as require extensive modifications to existing projects, which may involve significant capital expenditures. If EME Homer City fails to comply with applicable environmental laws, it may be subject to penalties and fines imposed against EME Homer City by regulatory authorities.

Ash Disposal Site

        The Pennsylvania Department of Environmental Protection, or PADEP, regulations governing ash disposal sites require, among other things, groundwater assessments of landfills if existing groundwater monitoring indicates the possibility of degradation. The assessments could lead to the installation of additional monitoring wells and if degradation of the groundwater were discovered, EME Homer City would be required to develop abatement plans, which may include the lining of unlined sites. To date, the facilities' ash disposal site has not shown any signs that would require abatement. Management does not believe that the costs of maintaining and abandoning the ash disposal site will have a material impact on EME Homer City's results of operations or financial position.

Interconnection Agreement

        EME Homer City's general partner, Mission Energy Westside, has entered into an interconnection agreement with New York State Electric & Gas Corporation, or NYSEG, and Pennsylvania Electric Company, or Penelec, an affiliate of GPU, Inc., to provide interconnection services necessary to interconnect the Homer City facilities with NYSEG and Penelec's transmission systems. Unless terminated earlier in accordance with its terms, the interconnection agreement will terminate on a date

10

mutually agreed to by Mission Energy Westside, NYSEG and Penelec. This date will not exceed the retirement date of the Homer City units. NYSEG and Penelec have agreed to extend such interconnection services (but not the expiration of the agreement) to modifications, additions, upgrades or repowering of the Homer City units. Mission Energy Westside is required to compensate NYSEG and Penelec for all reasonable costs associated with any modifications, additions or replacements made to NYSEG or Penelec's interconnection facilities or transmission systems in connection with any modification, addition, upgrade or repowering to the Homer City units.

Insurance

        EME Homer City maintains insurance policies that are comparable to those carried by other electric generating facilities of similar size. The insurance program includes all-risk real and personal property insurance, including coverage for losses from boiler and machinery breakdowns, and the perils of earthquake and flood, subject to certain sublimits. The property insurance program currently covers losses up to $875 million. Under the terms of the participation agreements entered into on December 7, 2001 as part of the sale-leaseback transaction, EME Homer City is required to maintain specified minimum insurance coverages if and to the extent that such insurance is available on a commercially reasonable basis. Although the insurance covering the Homer City facilities is comparable to insurance coverages normally carried by companies engaged in similar businesses, and owning similar properties, the insurance coverages that are in place do not meet the minimum insurance coverages required under the participation agreements. Due to the current market environment, the minimum insurance coverage is not commercially available at reasonable prices. EME Homer City has obtained a waiver under the participation agreements which permits it to maintain its current insurance coverage through June 1, 2003.

        EME Homer City also carries general liability insurance covering liabilities to third parties for bodily injury or property damage resulting from operations, automobile liability insurance and excess liability insurance. Limits and deductibles in respect of these insurance policies are comparable to those carried by other electric generating facilities of similar size.

Guarantees and Indemnities

Tax Indemnity Agreement

        In connection with the sale-leaseback transaction related to the Homer City facilities, EME Homer City entered into a tax indemnity agreement. Under this tax indemnity agreement, EME Homer City has agreed to indemnify the equity investors in the sale-leaseback transaction for specified adverse tax consequences that could result in certain situations set forth in the tax indemnity agreement, including specified defaults under the respective leases. The potential indemnity obligation under this tax indemnity agreement could be significant. Due to the nature of these obligations under this tax indemnity agreement, EME Homer City cannot determine a maximum potential liability. The indemnity would be triggered by a valid claim from the lessors. EME Homer City has not recorded a liability related to this indemnity.

Indemnity Provided as Part of the Acquisition of the Homer City Facilities

        In connection with the acquisition of the Homer City facilities, EME Homer City is obligated to indemnify the sellers against damages, claims and losses arising from environmental liabilities before and after the date of sale as specified in the Asset Purchase Agreement dated August 1, 1998. Edison Mission Energy guaranteed the obligations of EME Homer City. Due to the nature of the obligation under this indemnity provision, it is not subject to a maximum potential liability nor has an expiration date. Payments would be triggered under this indemnity by a claim from the sellers. EME Homer City has not recorded a liability related to this indemnity.

11

Collective Bargaining Agreement

        EME Homer City recently reached a tentative agreement with the union that represents its employees to replace the current collective bargaining agreement, which also includes a benefit agreement, that is due to expire on May 14, 2003. Approximately 74% of EME Homer City's employees are covered by the collective bargaining agreement. The new contract is subject to a ratification vote of the employees scheduled on May 13 and 14, 2003. EME Homer City expects that the tentative agreement will be approved by employees, although no assurance can be provided in this regard.

Note 5. Supplemental Statements of Cash Flows Information

12

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

        The following discussion contains forward-looking statements. These statements are based on EME Homer City Generation L.P.'s (EME Homer City's) knowledge of present facts, current expectations about future events and assumptions about future developments. Forward-looking statements are not guarantees of performance; they are subject to risks, uncertainties and assumptions that could cause actual future activities and results of operations to be materially different from those set forth in this discussion. Important factors that could cause actual results to differ include risks set forth in "—Market Risk Exposures" below, and under "—Risk Factors" in the Management's Discussion and Analysis of Results of Operations and Financial Condition included in Item 7 of EME Homer City Generation L.P.'s annual report on Form 10-K for the year ended December 31, 2002.

        The Management's Discussion and Analysis of Results of Operations and Financial Condition of this Form 10-Q discusses material changes in the results of operations, financial condition and other developments of EME Homer City since December 31, 2002, and as compared to the first quarter ended March 31, 2002. This discussion presumes that the reader has read or has access to the Management's Discussion and Analysis of Results of Operations and Financial Condition included in Item 7 of EME Homer City Generation L.P.'s annual report on Form 10-K for the year ended December 31, 2002.

General

        EME Homer City is a Pennsylvania limited partnership between Chestnut Ridge Energy Company, as a limited partner with a 99.9 percent interest, and Mission Energy Westside Inc., as a general partner with a 0.1 percent interest. Both Chestnut Ridge Energy and Mission Energy Westside are wholly owned subsidiaries of Edison Mission Holdings Co., a wholly owned subsidiary of Edison Mission Energy, which is referred to as EME. EME is a wholly owned subsidiary of Mission Energy Holding Company and is an indirect wholly owned subsidiary of Edison International. EME Homer City was formed on October 31, 1998 for the purpose of acquiring, owning and operating three coal-fired electric generating units and related facilities, which are referred to as the "Homer City facilities," located near Pittsburgh, Pennsylvania for the purpose of producing electric energy.

        On December 7, 2001, EME Homer City completed a sale-leaseback of the Homer City facilities to third-party lessors for an aggregate purchase price of $1.591 billion, made up of $782 million in cash and assumption of debt (the fair value of which was $809.3 million). This transaction has been accounted for as a lease financing for accounting purposes.

        EME Homer City derives revenue from the sale of energy and capacity into the Pennsylvania-New Jersey-Maryland Power Pool, or PJM, and the New York Independent System Operator, or NYISO, and from bilateral contracts with power marketers and load serving entities within PJM, NYISO and the surrounding markets. EME Homer City has entered into a contract with a marketing affiliate for the sale of energy and capacity from the Homer City facilities, which enables this marketing affiliate to engage in forward sales and hedging transactions to manage electricity price exposure.

Current Developments

        A number of significant developments during late 2001 and 2002 adversely affected independent power producers and subsidiaries of major integrated energy companies that sell a sizable portion of their generation into the wholesale energy market (sometimes referred to as merchant generators), including EME Homer City. These developments included lower market prices in wholesale energy markets in the United States, significant declines in the credit ratings of most major market participants, decreased availability of debt financing or refinancing, and a resulting decline of liquidity in the energy markets due to growing concern about the ability of counterparties to perform their obligations.

13

        During the first quarter of 2003, wholesale energy prices in the PJM market increased primarily due to colder-than-normal weather and increases in the prices for natural gas. However, the recent changes in wholesale energy prices may or may not continue throughout 2003. See "—Market Risk Exposures—Commodity Price Risk" for more information regarding forward market prices.

Results of Operations

Operating Revenues

        Operating revenues increased $55.0 million in the first quarter of 2003 compared to the corresponding period of 2002. Energy and capacity sales were made through contracts with EME Homer City's marketing affiliate. The 2003 increase is due to increased generation, primarily resulting from an unplanned outage on Unit 3 during the first quarter of 2002, and higher energy prices. On February 10, 2002, the ductwork and bypass associated with the selective catalytic reduction system on Unit 3 collapsed causing the entire unit to shut down. Unit 3 returned to service on April 4, 2002 and has been operating with the selective catalytic reduction system bypassed since then.

        EME Homer City sold 3,620 GWhr and 2,695 GWhr of electricity during the first quarters of 2003 and 2002, respectively. EME Homer City's availability factor for the first quarter of 2003 was 88.9%, compared to 67.2% for the corresponding period in 2002. The availability factor is determined by the number of megawatt-hours EME Homer City is available to generate electricity divided by the product of the capacity of the EME Homer City units (in megawatts) and the number of hours in the period. EME Homer City is not available during periods of planned and unplanned maintenance. EME Homer City generally refers to unplanned maintenance as a forced outage. EME Homer City had a forced outage rate of 6.7% and 28.7% during the first quarters ended March 31, 2003 and 2002, respectively. As described above, EME Homer City's Unit 3 experienced a forced outage during the first quarter of 2002.

        EME Homer City's average realized energy price was $39.82/MWh and $26.65/MWh during the first quarters of 2003 and 2002, respectively. The increase was due to higher PJM market prices. See "—Market Risk Exposures—Commodity Price Risk" for further discussion of PJM market prices.

        Losses from price risk management activities were $8.3 million in the first quarter of 2003. There was no comparable amount in the first quarter of 2002. The losses primarily relate to the ineffectiveness of forward energy sales contracts that are being classified as cash flow hedges. Under SFAS No. 133, the portion of a cash flow hedge that does not offset the change in value of the transaction being hedged, which is commonly referred to as the ineffective portion, is immediately recognized in earnings. The ineffectiveness losses are attributable to increases in the difference between energy prices at the PJM West Hub (where EME Homer City's marketing affiliate enters into forward contracts) and the energy prices at the delivery point where power generated by the Homer City facilities is delivered into the transmission system (referred to as the Homer City busbar). See "—Market Risk Exposures—Commodity Price Risk" for more information regarding forward market prices.

Operating Expenses

        Operating expenses increased $11.3 million in the first quarter of 2003 compared to the corresponding period of 2002. Operating expenses consisted of expenses for fuel, plant operations, depreciation and amortization, and administrative and general expenses. The change in the components of operating expenses is discussed below.

        Fuel expenses increased $13.6 million in the first quarter of 2003 compared to the corresponding period of 2002. The 2003 increase was primarily due to increased production. The average price of delivered coal per ton was $25.75 and $27.90 during the first quarters of 2003 and 2002, respectively.

14

The change in the average price of delivered coal per ton is due to the changes in the type of coal being used in operations.

        Plant operations costs decreased $2.3 million in the first quarter of 2003 compared to the corresponding period of 2002. Plant operations costs include labor and overhead, contract services, parts and supplies and other administrative costs. The decrease is primarily due to lower maintenance costs in 2003 as compared to 2002 when EME Homer City's Unit 3 experienced a forced outage, as mentioned above, offset by increased insurance costs from higher premiums.

Other Income (Expense)

        Interest expense decreased $1.9 million in the first quarter of 2003 compared to the corresponding period of 2002. Interest expense primarily relates to the lease financing of the Homer City facilities. Interest expense also includes interest of $11.1 million and $12.1 million in the first quarters ended March 31, 2003 and 2002, respectively, from EME Homer City's subordinated revolving loan agreement with Edison Mission Finance.

Provision (Benefit) for Income Taxes

        EME Homer City had effective tax provision (benefit) rates during the first three months of 2003 and 2002 of 45.2% and (42.9)%, respectively. EME Homer City's effective tax provision (benefit) rate varies from the federal statutory rate of 35% due to state income taxes.

Cumulative Effect of Change in Accounting Principle

        Effective January 1, 2003, EME Homer City adopted Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the entity capitalizes a cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is increased to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. On January 1, 2003, EME Homer City recorded a $958 thousand, after tax, decrease to net income as the cumulative effect of adoption of SFAS No. 143.

Liquidity and Capital Resources

Historical

        At March 31, 2003, EME Homer City had cash and cash equivalents of $157.8 million compared to $59.2 million at December 31, 2002. Net working capital at March 31, 2003 was $(2.0) million compared to $(20.9) million at December 31, 2002.

        Net cash provided by operating activities increased $81.9 million in the first three months of 2003 compared to the corresponding period of 2002. The change is primarily due to the timing of cash receipts and disbursements related to working capital items. A portion of the increase is due to accelerated payments for power and advances of a portion of the subsequent month's power from EME Homer City's marketing affiliate in 2003. In 2002, EME Homer City received payment during the month following the delivery of power. The acceleration of payments from EME Homer City's marketing affiliate occurred as a result of an agreement with EME Homer City's owner participant which permits the marketing affiliate to enter into forward energy sales contracts with EME Homer City. See "—Credit Ratings."

        Net cash provided by financing activities increased $2.2 million in the first three months of 2003 compared to the corresponding period of 2002. The increase is primarily due to additional borrowings

15

under the subordinated revolving loan agreement with Edison Mission Finance related to funding of the environmental improvements related to the selective catalytic reduction systems.

        Net cash used in investing activities decreased $3.9 million in the first three months of 2003 compared to the corresponding period of 2002. The decrease is due to lower capital expenditures as EME Homer City's environmental improvement project is nearly complete.

Current

        EME Homer City plans to spend approximately $23.3 million for the remainder of 2003 on capital expenditures. The use of EME Homer City's cash generated from operations is restricted by the sale-leaseback agreements. Therefore, part of these expenditures are planned to be funded through additional loans to EME Homer City under its subordinated revolving loan agreement with Edison Mission Finance. EME Homer City believes that it will have adequate liquidity to meet its obligations as they become due in the next 12 months.

        Under the participation agreements entered into as part of the sale-leaseback transaction, EME Homer City's ability to enter into specified transactions and to engage in specified business activities, including financing and investment activities, is subject to significant restrictions. These restrictions could affect, and in some cases significantly limit or prohibit, its ability to, among other things, merge, consolidate or sell its assets, create liens on its properties or assets, enter into non-permitted trading activities, enter into transactions with its affiliates, incur indebtedness, create, incur, assume or suffer to exist guarantees or contingent obligations, make restricted payments to its partners, make capital expenditures, own subsidiaries, liquidate or dissolve, engage in non-permitted business activities, sublease its leasehold interests in the facilities or make improvements to the facilities. Accordingly, its liquidity is substantially based on its ability to generate cash flow from operations and loans from Edison Mission Finance under the subordinated revolving loan agreement. If EME Homer City is unable to generate cash flow from operations necessary, together with amounts available from Edison Mission Finance, to meet its obligations, EME Homer City will have limited ability to obtain additional capital, unless its partners provide additional funding, which they are under no legal obligation to do.

        EME Homer City's bank accounts are largely under the control of a collateral agent that operates in accordance with a security deposit agreement executed as part of the sale-leaseback transaction. Accordingly, EME Homer City's access to most of the cash in its bank accounts is limited to specific uses set forth in this agreement. The rent payments that EME Homer City owes under the sale-leaseback are comprised of two components, a senior rent portion and an equity rent portion. The senior rent is used exclusively for debt service to the holders of the senior secured bonds, while the equity rent is paid to the owner-lessors. In order to pay the equity portion of the rent, EME Homer City is required to meet historical and projected senior rent service coverage ratios of 1.7 to 1.0 subject to reduction to 1.3 to 1.0 under circumstances specified in the participation agreements. During the 12 months ended March 31, 2003, the senior rent service coverage ratio was 4.2 to 1. The senior rent service coverage ratio is determined by dividing net cash flow as defined in the participation agreements by the senior rent due in that period. In addition, if EME Homer City does not meet specified debt service coverage ratios while the lease debt is outstanding, it will not pay the equity portion of the rent to the owner-lessors. Accordingly, the sale-leaseback documentation does not permit the lessor to terminate the lease in the event of non-payment of the equity portion of the rent while the lease debt is outstanding.

16

Credit Ratings

        Credit ratings related to the senior unsecured debt of EME and Edison Mission Marketing & Trading are as follows:

        Standard & Poor's has assigned a negative rating outlook for each of these entities. Moody's has Edison Mission Energy's rating under review for possible further downgrade. EME Homer City cannot provide assurance that the credit ratings above will remain in effect for any given period of time or that one or more of these ratings will not be lowered again. EME Homer City notes that these credit ratings are not recommendations to buy, sell or hold securities and may be revised or withdrawn at any time by a rating agency.

        Pu