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


Form 10-Q

(Mark One)  

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2004

or

o

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 333-92047-03


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

Pennsylvania
(State or other jurisdiction of incorporation or organization)
  33-0826938
(I.R.S. Employer Identification No.)

1750 Power Plant Road
Homer City, Pennsylvania
(Address of principal executive offices)

 


15748
(Zip Code)

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 Exchange Act). Yes o    No ý

        Number of shares outstanding of the registrant's Common Stock as of November 8, 2004: Not applicable.





TABLE OF CONTENTS

 
   
  Page
PART I—Financial Information

Item 1.

 

Financial Statements

 

1

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

12

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

 

26

Item 4.

 

Controls and Procedures

 

26

PART II—Other Information

Item 6.

 

Exhibits

 

27

 

 

Signatures

 

28


PART I—FINANCIAL INFORMATION
ITEM 1.    FINANCIAL STATEMENTS


EME HOMER CITY GENERATION L.P.
STATEMENTS OF INCOME (LOSS)
(In thousands, Unaudited)

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
 
  2004
  2003
  2004
  2003
 
Operating Revenues from Marketing Affiliate                          
  Energy revenues   $ 129,873   $ 138,353   $ 363,222   $ 379,424  
  Capacity revenues     6,355     11,265     22,018     21,561  
  Gains (losses) from price risk management     (6,225 )   7,114     (12,777 )   4,224  
   
 
 
 
 
    Total operating revenues     130,003     156,732     372,463     405,209  
   
 
 
 
 
Operating Expenses                          
  Fuel     59,486     50,774     154,672     139,260  
  Plant operations     14,422     14,901     69,241     65,516  
  Depreciation and amortization     15,677     16,645     47,187     47,816  
  Administrative and general     587     1,459     1,164     3,696  
   
 
 
 
 
    Total operating expenses     90,172     83,779     272,264     256,288  
   
 
 
 
 

Operating income

 

 

39,831

 

 

72,953

 

 

100,199

 

 

148,921

 
   
 
 
 
 
Other Income (Expense)                          
  Interest and other income (expense)     68     29     507     923  
  Interest expense     (37,924 )   (39,115 )   (113,155 )   (118,092 )
   
 
 
 
 
    Total other expense     (37,856 )   (39,086 )   (112,648 )   (117,169 )
   
 
 
 
 

Income (loss) before income taxes and accounting change

 

 

1,975

 

 

33,867

 

 

(12,449

)

 

31,752

 
Provision (benefit) for income taxes     890     15,259     (3,398 )   14,306  
   
 
 
 
 

Income (Loss) Before Accounting Change

 

 

1,085

 

 

18,608

 

 

(9,051

)

 

17,446

 
  Cumulative effect of change in accounting, net of tax (Note 6)                 (958 )
   
 
 
 
 

Net Income (Loss)

 

$

1,085

 

$

18,608

 

$

(9,051

)

$

16,488

 
   
 
 
 
 

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, Unaudited)

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
 
  2004
  2003
  2004
  2003
 
Net Income (Loss)   $ 1,085   $ 18,608   $ (9,051 ) $ 16,488  

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Unrealized gains (losses) on derivatives qualified as cash flow hedges:                          
    Other unrealized holding gains (losses) arising during period, net of income tax expense (benefit) of $(2,510) and $5,875 for the three months and $(36,164) and $(206) for the nine months ended September 30, 2004 and 2003, respectively     (3,061 )   7,164     (44,055 )   (251 )
    Reclassification adjustments included in net income (loss), net of income tax benefit of $11,579 and $1,563 for the three months and $31,367 and $11,120 for the nine months ended September 30, 2004 and 2003, respectively     14,121     1,906     38,253     13,560  
   
 
 
 
 
Other comprehensive income (loss)     11,060     9,070     (5,802 )   13,309  
   
 
 
 
 

Comprehensive Income (Loss)

 

$

12,145

 

$

27,678

 

$

(14,853

)

$

29,797

 
   
 
 
 
 

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

2



EME HOMER CITY GENERATION L.P.
BALANCE SHEETS
(In thousands, Unaudited)

 
  September 30, 2004
  December 31, 2003
Assets            
Current Assets            
  Cash and cash equivalents   $ 124,924   $ 91,975
  Fuel inventory     10,700     12,823
  Spare parts inventory     24,263     23,959
  Deposits under lease swap agreement         35,016
  Assets under price risk management     808     4,659
  Other current assets     5,336     7,824
   
 
    Total current assets     166,031     176,256
   
 

Property, Plant and Equipment

 

 

2,120,867

 

 

2,105,680
  Less accumulated depreciation and amortization     210,728     163,498
   
 
    Net property, plant and equipment     1,910,139     1,942,182
   
 

Deferred taxes

 

 

49,375

 

 

27,849
Restricted cash     46,861     40,000
   
 

Total Assets

 

$

2,172,406

 

$

2,186,287
   
 

Liabilities and Partners' Equity

 

 

 

 

 

 
Current Liabilities            
  Accounts payable   $ 3,556   $ 7,285
  Accrued liabilities     37,240     29,137
  Due to affiliates     79,798     72,383
  Interest payable     55,651     40,273
  Interest payable to affiliates     9,576     10,184
  Advances under lease swap agreement     18,049    
  Liabilities under price risk management     31,582     13,426
  Current portion of lease financing     40,695     29,617
   
 
    Total current liabilities     276,147     202,305
   
 

Long-term debt to affiliate

 

 

468,529

 

 

498,104
Lease financing, net of current portion     1,356,720     1,397,361
Benefit plans and other     30,828     33,928
   
 

Total Liabilities

 

 

2,132,224

 

 

2,131,698
   
 

Commitments and Contingencies (Note 4)

 

 

 

 

 

 

Partners' Equity

 

 

40,182

 

 

54,589
   
 

Total Liabilities and Partners' Equity

 

$

2,172,406

 

$

2,186,287
   
 

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

3



EME HOMER CITY GENERATION L.P.
STATEMENTS OF PARTNERS' EQUITY
(In thousands, Unaudited)

 
  Chestnut Ridge
Energy Company

  Mission Energy
Westside Inc.

  Total
Partners' Equity

 
Balance at December 31, 2003   $ 53,713   $ 876   $ 54,589  
 
Net loss

 

 

(9,042

)

 

(9

)

 

(9,051

)
  Non-cash contribution     446         446  
  Other comprehensive income (loss)     (5,796 )   (6 )   (5,802 )
   
 
 
 

Balance at September 30, 2004

 

$

39,321

 

$

861

 

$

40,182

 
   
 
 
 

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

4



EME HOMER CITY GENERATION L.P.
STATEMENTS OF CASH FLOWS
(In thousands, Unaudited)

 
  Nine Months Ended
September 30,

 
 
  2004
  2003
 
Cash Flows From Operating Activities              
  Income (loss) after accounting change, net   $ (9,051 ) $ 16,488  
  Adjustments to reconcile net income (loss) to net cash provided by operating activities:              
    Depreciation and amortization     47,187     47,816  
    Non-cash contribution of services     446     1,497  
    Deferred taxes     (21,526 )   26,448  
    Cumulative effect of change in accounting, net of tax         958  
  Increase in due to/from affiliates     7,415     19,533  
  Decrease in inventory     1,819     9,518  
  Decrease (increase) in other assets     2,488     (10,090 )
  Decrease in accounts payable     (3,729 )   (95 )
  Increase in accrued liabilities     8,103     16,784  
  Increase (decrease) in interest payable     14,770     (27,572 )
  Increase (decrease) in other liabilities     (3,100 )   13,734  
  Increase (decrease) in net liabilities under price risk management     16,204     (15,095 )
   
 
 
Net cash provided by operating activities     61,026     99,924  
   
 
 
Cash Flows From Financing Activities              
  Advances under lease swap agreement     53,065     85,783  
  Borrowings on long-term obligations from affiliates     2,297     20,966  
  Repayments of debt obligations from affiliates     (31,872 )   (76,290 )
  Repayments of lease financing     (29,562 )   (59,657 )
   
 
 
Net cash used in financing activities     (6,072 )   (29,198 )
   
 
 
Cash Flows From Investing Activities              
  Capital expenditures     (15,144 )   (30,204 )
  Decrease (increase) in restricted cash     (6,861 )   37,909  
   
 
 
Net cash provided by (used in) investing activities     (22,005 )   7,705  
   
 
 

Net increase in cash and cash equivalents

 

 

32,949

 

 

78,431

 
Cash and cash equivalents at beginning of period     91,975     59,174  
   
 
 

Cash and cash equivalents at end of period

 

$

124,924

 

$

137,605

 
   
 
 

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

5



EME HOMER CITY GENERATION L.P.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
(Dollars in thousands; Unaudited)

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 nine months ended September 30, 2004 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, 2003 and 2002, included in its annual report on Form 10-K for the year ended December 31, 2003. 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 2003 annual report.

Note 2. Accumulated Other Comprehensive Loss

        Accumulated other comprehensive loss consisted of the following:

 
  Unrealized Losses
on Cash
Flow Hedges

  Accumulated Other
Comprehensive
Loss

 
Balance at December 31, 2003   $ (9,872 ) $ (9,872 )
Current period change     (5,802 )   (5,802 )
   
 
 
Balance at September 30, 2004   $ (15,674 ) $ (15,674 )
   
 
 

        Unrealized losses on cash flow hedges at September 30, 2004 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 $18.8 million, after tax, of the net unrealized losses on cash flow hedges will be reclassified into earnings during the next twelve months. Management expects that reclassification of net unrealized losses will offset energy revenue recognized at market prices. 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, 2005.

        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 net gains (losses) of $(8.7) million and $7.3 million during the third quarters of 2004 and 2003, respectively, and $(8.7) million and $3.5 million during the nine months ended September 30, 2004 and 2003, respectively, representing the amount of cash flow hedges' ineffectiveness, reflected in gains (losses) from price risk management in the income statement.

6



Note 3. Employee Benefit Plans

Pension Plan

        EME Homer City previously disclosed in its financial statements for the year ended December 31, 2003, that it expected to contribute $1.8 million to its pension plan in 2004. As of September 30, 2004, $1.2 million in contributions have been made. EME Homer City anticipates that its original expectation will be met by year-end 2004.

        Components of pension expense are:

 
  Three Months Ended September 30,
  Nine Months Ended September 30,
 
 
  2004
  2003
  2004
  2003
 
Service cost   $ 376   $ 349   $ 1,128   $ 1,047  
Interest cost     245     215     735     645  
Expected return on plan assets     (169 )   (126 )   (507 )   (378 )
Net amortization and deferral         7         21  
   
 
 
 
 
Total expense   $ 452   $ 445   $ 1,356   $ 1,335  
   
 
 
 
 

Postretirement Benefits Other Than Pensions

        EME Homer City previously disclosed in its financial statements for the year ended December 31, 2003, that it expected to contribute $12 thousand to its postretirement benefits other than its pension plan in 2004. EME Homer City expects to make these contributions in the fourth quarter of 2004.

        Components of postretirement benefits expense are:

 
  Three Months Ended September 30,
  Nine Months Ended September 30,
 
 
  2004
  2003
  2004
  2003
 
Service cost   $ 149   $ 138   $ 455   $ 414  
Interest cost     220     208     684     624  
Expected return on plan assets                  
Net amortization and deferral     (27 )   (17 )   (57 )   (51 )
   
 
 
 
 
Total expense   $ 342   $ 329   $ 1,082   $ 987  
   
 
 
 
 

Note 4. Commitments and Contingencies

Capital Improvements

        At September 30, 2004, EME Homer City had firm commitments to spend approximately $1.2 million on capital expenditures during the remainder of 2004.

Fuel Supply Contracts

        EME Homer City has entered into additional fuel purchase agreements with various third-party suppliers during the first nine months of 2004. EME Homer City's fuel purchase commitments under these agreements are currently estimated to be $22.1 million for 2004, $52.2 million for 2005, $47.5 million for 2006, and $47.8 million for 2007.

7



Commitments

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 specified terms, the interconnection agreement will terminate on a date 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.

Contingencies

Guarantees and Indemnities

Tax Indemnity Agreements—

        In connection with the sale-leaseback transaction related to the Homer City facilities, EME Homer City and its parent, Edison Mission Energy (EME), entered into tax indemnity agreements. Under these tax indemnity agreements, EME Homer City and EME 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 agreements, including specified defaults under the respective leases. The potential indemnity obligations under these tax indemnity agreements could be significant. Due to the nature of the obligations under these tax indemnity agreements, EME Homer City cannot determine a maximum potential liability. The indemnities would be triggered by a valid claim from the lessors. EME Homer City has not recorded a liability related to these indemnities.

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 agreed to indemnify the sellers with respect to specific environmental liabilities before and after the date of sale as specified in the Asset Purchase Agreement dated August 1, 1998. EME guaranteed the obligations of EME Homer City under the Asset Purchase Agreement. Due to the nature of the obligation under this indemnity provision, it is not subject to a maximum potential liability and does not have 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.

Ash Disposal Site

        EME Homer City's ash disposal site is a permitted Class I Residual Waste Landfill, the most stringently regulated of the three categories of residual waste landfills authorized by the regulations of the Pennsylvania Department of Environmental Protection (PADEP). Each lift where coal ash is disposed must be capped and covered when it reaches final grade. EME Homer City is also required to monitor groundwater quality at and adjacent to the ash disposal site through a network of monitoring wells and report the results to PADEP. In the event that a disposal facility's groundwater monitoring

8



identifies degradation in any of its wells, PADEP's regulations require the facility to confirm the existence and nature of the degradation by conducting a groundwater assessment. If the assessment confirms groundwater degradation in excess of the applicable regulatory standards, the facility is then required to prepare and implement an abatement plan that could include measures such as installing a liner in a previously unlined area. To date, no degradation has been found in the groundwater monitoring system at EME Homer City that would require the development of an assessment or abatement plan. EME Homer City also maintains a surety bond to meet PADEP requirements for financial assurance for closure and post-closure of the landfill. The estimated closure date is 2018. Management does not believe that the costs of maintaining and closing the ash disposal site will have a material impact on EME Homer City's results of operations or financial position.

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 $975 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, 2005.

        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 consistent with the requirements of the participation agreements.

Income Taxes

        EME Homer City is, and may in the future be, under examination by tax authorities with respect to positions it takes in connection with the filing of its tax returns. Matters raised upon tax audit may involve substantial amounts, which, if resolved unfavorably, could possibly be material, though EME Homer City does not believe such an unfavorable resolution is likely to occur. In EME Homer City's opinion, it is unlikely that the resolution of any such tax audit matters will have a material adverse effect upon EME Homer City's financial condition or results of operations.

9


Environmental Matters and Regulations

        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 its financial position or results of operation. However, possible future developments, such as the promulgation of more stringent environmental laws and regulations, future proceedings that may be initiated by environmental authorities, and settlements agreed to by other companies could affect the costs and the manner in which EME Homer City conducts its business and could cause it 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 EME Homer City's financial position and results of operations would not be materially adversely affected.

        Typically, environmental laws and regulations require a lengthy and complex process for obtaining licenses, permits and approvals prior to construction, operation or modification of a project or generating facility. 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 injunctive relief or penalties and fines imposed by regulatory authorities.

Note 5. Supplemental Statements of Cash Flows Information

 
  Nine Months Ended
September 30,

 
  2004
  2003
Cash paid for interest   $ 98,072   $ 145,374
Cash paid for income taxes   $   $ 3,248

Note 6. 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 the 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. As of 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.

Note 7. New Accounting Pronouncements

Statement of Financial Accounting Standards Interpretation No. 46

        In December 2003, the FASB re-issued Statement of Financial Accounting Standards Interpretation No. 46, "Consolidation of Variable Interest Entities" (FIN 46R). 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

10



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. This interpretation is effective for special purpose entities as of December 31, 2003 and for all other entities as of March 31, 2004. The adoption of this standard had no impact on EME Homer City's financial statements.

FASB Staff Position FAS 106-2

        In May 2004, the FASB issued FASB Staff Position FAS 106-2, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003." The primary objective of the position is to provide accounting guidance related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003. EME Homer City adopted this guidance effective July 1, 2004, which had an immaterial impact on its consolidated financial statements. According to proposed federal regulations, EME Homer City's retiree health care plans provide prescription drug benefits that are deemed to be actuarially equivalent to Medicare benefits. Accordingly, EME Homer City recognized the subsidy in the measurement of its accumulated obligation and recorded an actuarial gain.

11



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

        This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) 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 Related to the Business" in the MD&A included in Item 7 of EME Homer City's annual report on Form 10-K for the year ended December 31, 2003.

        The MD&A 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, 2003, and as compared to the third quarter and nine months ended September 30, 2003. This discussion presumes that the reader has read or has access to the MD&A included in Item 7 of EME Homer City's annual report on Form 10-K for the year ended December 31, 2003.

        The MD&A presents a discussion of management's focus during the third quarter and nine months of 2004, and a discussion of EME Homer City's financial results and its financial condition. It is presented in four major sections:

 
  Page

Management's Overview; Critical Accounting Policies and Estimates

 

13

Results of Operations

 

14

Liquidity and Capital Resources

 

17

Market Risk Exposures

 

21

12


MANAGEMENT'S OVERVIEW; CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's Overview

Introduction

        EME Homer City was formed for the purpose of acquiring, owning and operating three coal-fired electric generating units and related facilities located near Pittsburgh, Pennsylvania with an aggregate capacity of 1,884 MW for the purpose of producing electric energy. In December 2001, EME Homer City completed a sale-leaseback of the Homer City facilities to third-party lessors which is accounted for as a lease financing for financial reporting purposes.

        EME Homer City derives revenue from the sale of energy, capacity and ancillary services into PJM Interconnection, LLC, commonly referred to as PJM, and the New York Independent System Operator, or NYISO, and from bilateral contracts with power marketers and load serving entities within PJM and NYISO. EME Homer City has entered into a contract with a marketing affiliate for the sale of energy, capacity and ancillary services from the Homer City facilities, which enables this marketing affiliate to engage in forward sales and hedging transactions to manage electricity price exposure.

Overview of EME Homer City's 2004 Operating Performance

        EME Homer City's net income (loss) for the third quarter and nine months ended September 30, 2004 was $1.1 million and $(9.1) million, respectively, compared to $18.6 million and $16.5 million for the third quarter and nine months ended September 30, 2003, respectively. The 2004 third quarter reduction in income was primarily due to lower generation and higher fuel costs related to the cost of emission allowances. Generation during the third quarter of 2004 decreased to 3.6 TWhrs from 4.0 TWhrs in the third quarter of 2003 primarily due to reduced off-peak generation because of temporarily interrupted coal deliveries under contracts with four fuel suppliers during the third quarter of 2004. For the third quarter of 2004, EME Homer City's plant availability factor decreased to 91.7% from 97.6% in the corresponding period of 2003. The 2004 year-to-date loss was primarily due to lower generation during the first and third quarters of 2004 and higher fuel costs related to the cost of emission allowances. As a result of the February 2004 unplanned outage and the temporary interruption of coal deliveries from fuel suppliers during the third quarter of 2004, EME Homer City's plant availability factor was 82.9% and 87.8% during the nine months ended September 30, 2004 and 2003, respectively. Power prices for merchant sales during the first nine months of 2004 and 2003 were favorably affected by higher natural gas prices. During the third quarter and nine months ended September 30, 2004, the average realized price of power sold from the Homer City plant was $1.42 per MWhr higher and $0.90 per MWhr higher, respectively, compared to the same periods of 2003.

Critical Accounting Policies and Estimates

        For a discussion of EME Homer City's critical accounting policies, refer to "Critical Accounting Policies and Estimates" on page 21 of EME Homer City's annual report on Form 10-K for the year ended December 31, 2003.

13


RESULTS OF OPERATIONS

Introduction

        This section discusses the results for the third quarters and nine months ended September 30, 2004 and 2003 and the effect of new accounting pronouncements on EME Homer City's financial statements.

Summary

        The table below summarizes revenues as well as key performance measures related to coal-fired generation, which represents the majority of EME Homer City's operations.

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
  2004
  2003
  2004
  2003
Revenues (in million)                        
  Energy   $ 130   $ 138   $ 363   $ 379
  Capacity     6     11     22     22
  Gains (losses) from price risk management     (6 )   7     (13 )   4
   
 
 
 
  Total revenues   $ 130   $ 156   $ 372   $ 405
   
 
 
 

Statistics—Coal-Fired Generation

 

 

 

 

 

 

 

 

 

 

 

 
  Generation (in GWhr)     3,562     4,042     9,937     10,690
  Availability(1)     91.7%     97.6%     82.9%     87.8%
  Forced outage rate(2)     1.4%     2.1%     5.6%     4.3%
  Average realized energy price/MWhr   $ 35.99   $ 34.57   $ 36.36   $ 35.46

(1)
The availability factor is determined by the number of megawatt-hours the coal plants are available to generate electricity divided by the product of the capacity of the coal plants (in megawatts) and the number of hours in the period. The coal units are not available during periods of planned and unplanned maintenance.

(2)
Homer City generally refers to unplanned maintenance as a forced outage.

Operating Revenues

        Operating revenues decreased $26.7 million and $32.7 million in the third quarter and nine months ended September 30, 2004, respectively, compared to the corresponding periods of 2003. Energy and capacity sales were made through contracts with EME Homer City's marketing affiliate, Edison Mission Marketing & Trading. During the third quarter of 2004, coal deliveries under contracts with four fuel suppliers to EME Homer City were temporarily interrupted. As a result of these interruptions, EME Homer City reduced generation during off-peak periods when power prices were lower and purchased coal from alternative suppliers at spot prices which were substantially higher than the contract prices. These factors contributed to lower generation in the third quarter of 2004. Management is currently seeking to secure the delivery of the coal shortfall under existing contracts with these fuel suppliers and is reviewing these contracts to determine what further course of action, if any, should be undertaken. The 2004 year-to-date decrease was primarily attributable to lower generation resulting from an unplanned outage at Unit 1 in February 2004 and lower generation during the third quarter of 2004 described above.

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        Losses from price risk management activities increased $13.3 million and $17.0 million in the third quarter and nine months ended September 30, 2004, respectively, compared to the corresponding periods of 2003. The losses represent the ineffective portion of forward and futures contracts which are derivatives that qualify as cash flow hedges under SFAS No. 133 and gains (losses) related to futures contracts that did not qualify for hedge accounting under SFAS No. 133. 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 net gains (losses) of $(8.7) million and $7.3 million during the third quarters of 2004 and 2003, respectively, and $(8.7) million and $3.5 million during the nine months ended September 30, 2004 and 2003, respectively, representing the amount of the ineffective portion of the cash flow hedges. The ineffective gains (losses) were partially attributable to changes in the difference between energy prices at PJM West Hub (the delivery point under 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). In addition, EME Homer City recognized gains (losses) on the ineffective portion related to forward contracts that expired during the respective periods. See "Market Risk Exposures—Commodity Price Risk" for more information regarding forward market prices.

        Due to higher electric demand resulting from warmer weather during the summer months, electric revenues are generally substantially higher during the third quarter of each year.

Operating Expenses

        Operating expenses increased $6.4 million and $16.0 million in the third quarter and nine months ended September 30, 2004, respectively, compared to the corresponding periods of 2003. 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 $8.7 million and $15.4 million in the third quarter and nine months ended September 30, 2004, respectively, compared to the corresponding periods of 2003. The increases were due to an increase in the cost of emission allowances in 2004. During the third quarter of 2004, coal deliveries under contracts with four fuel suppliers to EME Homer City were temporarily interrupted as described above under "—Operating Revenues."

        Plant operations costs decreased $0.5 million and increased $3.7 million in the third quarter and nine months ended September 30, 2004, respectively, compared to the corresponding periods of 2003. Plant operations costs include labor and overhead, contract services, parts and supplies and other administrative costs. The third quarter decrease was primarily attributable to lower maintenance costs in 2004 resulting from an adjustment to a previous estimate of a contractor settlement. The year-to-date increase was primarily due to higher security costs due to an increase in security personnel and higher maintenance costs largely from the February outage. Partially offsetting this increase was lower insurance premiums.

        Administrative and general expenses decreased $0.9 million and $2.5 million in the third quarter and nine months ended September 30, 2004, respectively, compared to the corresponding periods of 2003, primarily due to a change in estimate of Pennsylvania capital taxes.

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Other Income (Expense)

        Interest expense decreased $1.2 million and $4.9 million in the third quarter and nine months ended September 30, 2004, respectively, compared to the corresponding periods of 2003. Interest expense primarily relates to the lease financing of the Homer City facilities. Interest expense also includes interest of $9.6 million and $10.1 million in the third quarters ended September 30, 2004 and 2003, respectively, and $28.5 million and $31.4 million in the nine months ended September 30, 2004 and 2003, respectively, from EME Homer City's subordinated revolving loan agreement with Edison Mission Finance.

Provision (Benefit) for Income Taxes

        EME Homer City had effective income tax provision (benefit) rates during the first nine months of 2004 and 2003 of (27.3%) and 45.1%, respectively. EME Homer City's effective income tax provision (benefit) rate varies from the federal statutory rate of 35% due to state income taxes. The lower effective income tax benefit rate in 2004 from 2003 is primarily attributable to additional state income taxes provided in 2004.

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 the 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. As of 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.

New Accounting Pronouncements

Statement of Financial Accounting Standards Interpretation No. 46

        In December 2003, the FASB re-issued Statement of Financial Accounting Standards Interpretation No. 46, "Consolidation of Variable Interest Entities" (FIN 46R). 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. This interpretation is effective for special purpose entities as of December 31, 2003 and for all other entities as of March 31, 2004. The adoption of this standard had no impact on EME Homer City's financial statements.

FASB Staff Position FAS 106-2

        In May 2004, the FASB issued FASB Staff Position FAS 106-2, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003." The primary objective of the position is to provide accounting guidance related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003. EME Homer City adopted this guidance effective July 1, 2004, which had an immaterial impact on its consolidated financial statements. According to proposed federal regulations, EME Homer City's retiree health care plans provide prescription drug benefits that are deemed to be actuarially equivalent to Medicare benefits. Accordingly, EME Homer City recognized the subsidy in the measurement of its accumulated obligation and recorded an actuarial gain.

16


LIQUIDITY AND CAPITAL RESOURCES

Introduction

        The following discussion of liquidity and capital resources is organized in the following sections:

 
  Page
Cash Flow   17
Capital Expenditures and Lease Covenants   17
Distributions to Edison Mission Energy   19
Credit Ratings   19
Contractual Obligations   20
Off-Balance Sheet Transactions   20
Environmental Matters and Regulations   20

        For a complete discussion of these issues, read this quarterly report in conjunction with EME Homer City's annual report on Form 10-K for the year ended December 31, 2003.

Cash Flow

        At September 30, 2004, EME Homer City had cash and cash equivalents of $124.9 million, compared to $92.0 million at December 31, 2003. Net working capital at September 30, 2004 was $(110.1) million, compared to $(26.0) million at December 31, 2003. Net working capital decreased $84.1 million from year-end due to changes in the lease swap position, which is seasonal, and an increase in liabilities under price risk management consisting of electricity contracts, which are expected to be closed by December 31, 2005.

        Net cash provided by operating activities decreased $38.9 million in the first nine months of 2004, compared to the corresponding period of 2003. The change in operating cash flow is primarily due to losses in 2004 versus income in 2003 and the timing of cash receipts and disbursements related to working capital items.

        Net cash used in financing activities decreased $23.1 million in the first nine months of 2004, compared to the corresponding period of 2003. The decrease is primarily due to lower payments on affiliate debt and a lower repayment of a portion of its lease financing, partially offset by lower advances under the lease swap agreement and lower borrowings from its affiliates in the first nine months of 2004.

        Net cash used in investing activities increased $29.7 million in the first nine months of 2004, compared to the corresponding period of 2003. The increase is due to a deposit of $6.9 million to a restricted cash account in 2004 related to an environmental bond, compared to a $37.9 million decrease in restricted cash in 2003. Partially offsetting this increase was a reduction in capital expenditures.

Capital Expenditures and Lease Covenants

        EME Homer City plans to spend approximately $20 million on capital expenditures, primarily related to environmental improvements, prior to the summer of 2005.

        Subsequent to September 30, 2004, EME Homer City made its scheduled payments under its long-term lease and lease swap agreement. In addition, EME Homer City borrowed $6.9 million under its subordinated revolving loan agreement with its affiliate, Edison Mission Finance, to support working

17



capital requirements. 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 existing 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. If EME Homer City is unable to generate cash flow from operations necessary 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.

        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 issued in connection with the sale-leaseback, 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 subject to reduction to 1.3 to 1 under circumstances specified in the participation agreements. During the 12 months ended September 30, 2004, the senior rent service coverage ratio was 2.73 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.

        EME Homer City's use of cash in its bank accounts is limited to specific operating and capital expenditures as set forth in the Security Deposit Agreement executed as part of the sale-leaseback transaction. The amount in the accounts will be available for payments due on the equity portion of lease rent during specified periods, and in accordance with the sale-leaseback documents, unless there is a default in the payment of the senior portion of lease rent, in which case the amount will be available to pay such senior portion of the lease rent. The release of funds from this restricted cash account is permitted, provided EME Homer City maintains a specified reserve balance in accordance with the sale-leaseback documents, no event of default shall have occurred or be continuing and no two failed rent payments shall have occurred. EME Homer City had $46.9 million in restricted cash at September 30, 2004.

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Distributions to Edison Mission Energy

        The following table summarizes the payments by EME Homer City under its subordinated revolving loan that constitute permitted distributions pursuant to the terms of the sale-leaseback transaction (in millions):

 
  Nine Months Ended
September 30,

 
 
  2004
  2003
 
Payment of interest   $ 29.1   $ 74.0  
Payment of principal     31.9     76.3  
   
 
 
Total payments   $ 61.0   $ 150.3 *
   
 
 

*
Includes $48.5 million from additional cash on hand due to accelerated payments received from Edison Mission Marketing & Trading, EME Homer City's marketing affiliate.

Credit Ratings

        EME Homer City is not currently rated. However, EME Homer City has entered into a contract with a marketing affiliate, Edison Mission Marketing & Trading, for the sale of energy and capacity from its facilities, which enables this marketing affiliate to engage in forward sales and hedging.

        Credit ratings related to the senior unsecured debt of Edison Mission Energy and the corporate credit rating of Edison Mission Marketing & Trading are as follows:

 
  Moody's Rating
  S&P Rating
Edison Mission Energy   B1   B
Edison Mission Marketing & Trading   Not Rated   B

        On August 6, 2004, Moody's raised EME's credit rating to B1 from B2. 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. EME Homer City notes that these credit ratings are not recommendations to buy, sell or hold securities and may be revised at any time by a rating agency.

        Pursuant to EME Homer City's sale-leaseback documents, a below investment grade credit rating of Edison Mission Marketing & Trading restricts EME Homer City's ability to enter into trading activities, as defined in the documents, with Edison Mission Marketing & Trading to sell forward the output of its facilities. These documents include a requirement that the counterparty to such transactions, and EME Homer City, if acting as seller to an unaffiliated third party, be investment grade. EME Homer City currently sells all of the output from its facilities through Edison Mission Marketing & Trading, which has a below investment grade credit rating, and EME Homer City is not rated. Therefore, in order for EME Homer City to continue to sell forward the output of its facilities, either: (1) EME Homer City must obtain consent from the sale-leaseback owner participant to permit it to sell directly into the market or through Edison Mission Marketing & Trading; or (2) Edison Mission Marketing & Trading must provide assurances of performance consistent with the requirements of the sale-leaseback documents. EME Homer City has obtained a consent from the sale-leaseback owner participant that will allow it to enter into such sales, under specified conditions, through December 31, 2004. EME Homer City continues to be in compliance with the terms of the consent; however, the consent is revocable. The sale-leaseback owner participant has not indicated that it intends to revoke the consent; however, there can be no assurance that it will not do so in the future. Revocation of the consent would not affect trades between Edison Mission Marketing & Trading and

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EME Homer City that had been entered into while the consent was still in effect. EME Homer City is permitted to sell the output of its facilities into the spot market at any time.

Contractual Obligations

Fuel Supply Contracts

        EME Homer City has entered into additional fuel purchase agreements with various third-party suppliers during the first nine months of 2004. EME Homer City's fuel purchase commitments under these agreements are currently estimated to be $22.1 million for 2004, $52.2 million for 2005, $47.5 million for 2006, and $47.8 million for 2007.

Off-Balance Sheet Transactions

        For a discussion of EME Homer City's off-balance sheet transactions, refer to "Off-Balance Sheet Transactions" on page 32 of EME Homer City's annual report on Form 10-K for the year ended December 31, 2003.

Environmental Matters and Regulations

        For a discussion of EME Homer City's environmental matters, refer to "Environmental Matters and Regulations" on page 35 of EME Homer City's annual report on Form 10-K for the year ended December 31, 2003 and the notes to the Financial Statements set forth therein. There have been no other significant developments with respect to environmental matters specifically affecting EME Homer City since the filing of its annual report.

20


MARKET RISK EXPOSURES

Introduction

        EME Homer City's primary market risk exposures arise from fluctuations in electricity and fuel prices, emissions allowances and transmission rights. EME Homer City manages these risks in part by using derivative financial instruments in accordance with established policies and procedures. Electric power generated at the Homer City facilities is sold under bilateral arrangements with domestic utilities and power marketers pursuant to transactions with terms of two years or less, or into the PJM or NYISO markets. These pools have short-term markets, which establish an hourly clearing price. The Homer City facilities are situated in the PJM control area and are physically connected to high-voltage transmission lines serving both the PJM and NYISO markets.

        This section discusses these market risk exposures under the following headings:

 
  Page
Commodity Price Risk   22
Credit Risk   24
Interest Rate Risk   25
Regulatory Matters   25

        For a complete discussion of these issues, read this quarterly report in conjunction with EME Homer City's annual report on Form 10-K for the year ended December 31, 2003.

21


Commodity Price Risk

        EME Homer City's revenues and results of operations are dependent upon prevailing market prices for energy, capacity, emission credits and ancillary services in the PJM and NYISO competitive markets. The following table depicts the average market prices per megawatt-hour in PJM during the first nine months of 2004 and 2003:

 
  24-Hour PJM
Historical Energy Prices*

 
  2004
  2003
January   $ 51.12   $ 36.56
February     47.19     46.13
March     39.54     46.85
April     43.01     35.35
May     44.68     32.29
June     36.72     27.26
July     40.09     36.55
August     34.76     39.27
September     40.62     28.71
   
 
Nine-Month Average   $ 41.97   $ 36.55
   
 

*
Energy prices were calculated at the Homer City busbar (delivery point) using historical hourly real-time prices provided on the PJM-ISO web-site.

        As shown on the above table, the average historical market prices at the Homer City busbar (delivery point) during the first nine months of 2004 were higher than the average historical market prices during the first nine months of 2003. Forward market prices in PJM fluctuate as a result of a number of factors, including natural gas prices, transmission congestion, changes in market rules, electricity demand which is affected by weather and economic growth, plant outages in the region, and the amount of existing and planned power plant capacity. The actual spot prices for electricity delivered into these markets may vary materially from the forward market prices set forth in the table below.

        Sales made in the real-time or day-ahead market receive the actual spot prices at the Homer City busbar. In order to mitigate price risk from changes in spot prices at the Homer City busbar, EME Homer City's marketing affiliate may enter into forward contracts with counterparties for energy to be delivered in future periods. Currently, there is not a liquid market for entering into forward contracts at the Homer City busbar. A liquid market does exist for a delivery point known as the PJM West Hub, which the marketing affiliate's price risk management activities use to enter into forward contracts. EME Homer City's revenues with respect to such forward contracts include:

        Under the PJM market design, locational marginal pricing (sometimes referred to as LMP), which establishes hourly prices at specific locations throughout PJM by considering factors including generator bids, load requirements, transmission congestion and losses, can cause the price at a specific delivery point to be raised or lowered relative to other locations depending on how the point is impacted by transmission constraints. During the past 12 months, transmission congestion in PJM has resulted in

22



prices at the PJM West Hub (the primary trading hub in PJM) being higher than those at Homer City by an average of three percent.

        By entering into forward contracts using the PJM West Hub as the delivery point, EME Homer City is exposed to "basis risk," which occurs when forward contracts are executed on a different basis (in this case PJM West Hub) than the actual point of delivery (Homer City busbar). In order to mitigate basis risk resulting from forward contracts using PJM West Hub as the delivery point, Edison Mission Marketing & Trading has participated in purchasing financial transmission rights in PJM, and may continue to do so in the future. A financial transmission right is a financial instrument that entitles the holder thereof to receive actual spot prices at one point of delivery and pay prices at another point of delivery that are pegged to prices at the first point of delivery, plus or minus a fixed amount. Accordingly, the marketing affiliate's price risk management activities include using financial transmission rights alone or in combination with forward contracts to manage the risks associated with changes in prices within the PJM market.

        The following table sets forth the forward market prices for energy per megawatt-hour as quoted for sales into the PJM West Hub at September 30, 2004:

 
  24-Hour PJM West Hub
Forward Energy Prices*

2004      
  October   $ 39.23
  November     41.40
  December     45.15

2005 Calendar "strip"(1)

 

$

46.19

(1)
Market price for energy purchases for the entire calendar year, as quoted for sales into the PJM West Hub.

*
Energy prices were determined by obtaining broker quotes and other public sources for the PJM West Hub delivery point. Forward prices at PJM West Hub are generally higher than the prices at the Homer City busbar.

        The following table summarizes Homer City's hedge position at September 30, 2004:

 
  2004
  2005
Megawatt hours   2,287,200   6,336,000
Average price/MWhr   $     36.66   $     44.48

        The average price/MWhr for Homer City's hedge position is based on PJM West Hub. Energy prices at the PJM West Hub have averaged three percent higher than energy prices at Homer City during the past twelve months. A discussion of the basis risk between PJM West Hub and Homer City is set forth above.

        Among the factors that influence future market prices for energy, capacity and ancillary services in PJM and NYISO are:

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        Market conditions for the sale of capacity and energy from the Homer City facilities affect the ability of EME Homer City to make payments of lease rent on the facility leases. These market conditions are beyond EME Homer City's control.

        EME Homer City's risk management policy allows for the use of derivative financial instruments through Edison Mission Marketing & Trading to limit financial exposure to energy prices for non-trading purposes. Use of these instruments exposes EME Homer City to commodity price risks, which include potential losses that can arise from a change in the market value of a particular commodity. Commodity price risks are actively monitored by a risk management committee to ensure compliance with EME Homer City's risk management policies. Policies are in place that define risk tolerance for EME Homer City. Procedures exist that allow for monitoring of all commitments and positions with regular reviews by the risk management committee. Despite this, there can be no assurance that all risks have been accurately identified, measured, and/or mitigated.

        The following table summarizes the fair values for outstanding financial instruments used for price risk management activities. The increase in the liability related to the fair value of commodity contracts is due to the increase in average market prices for power since December 31, 2003 (in thousands).

 
  September 30,
2004

  December 31,
2003

 
Commodity price:              
  Electricity contracts   $ (30,775 ) $   (8,767 )
   
 
 

        In assessing the fair value of EME Homer City's derivative financial instruments, Edison Mission Marketing & Trading uses a variety of methods and assumptions based on the market conditions and associated risks existing at each balance sheet date. The fair value of commodity price contracts takes into account quoted market prices, time value of money, volatility of the underlying commodities and other factors. The following table summarizes the maturities, the valuation method and the related fair value of EME Homer City's commodity risk management assets and liabilities as of September 30, 2004 (in thousands):

 
  Total Fair
Value

  Maturity
<1 year

  Maturity
1 to 3
years

  Maturity
4 to 5
years

  Maturity
>5 years

Prices actively quoted   $ (30,775 ) $ (36,050 ) $ 5,275   $   —   $   —
   
 
 
 
 

Credit Risk

        In conducting price risk management activities, Edison Mission Marketing & Trading enters into contracts with a number of utilities, energy companies and financial institutions, collectively referred to as counterparties. In the event a counterparty were to default on its trade obligation, EME Homer City would be exposed to the risk of possible loss associated with reselling the contracted product at a lower price if the non-performing counterparty were unable to pay the resulting liquidated damages owed to

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EME Homer City. EME Homer City would be exposed to the risk of non-payment of accounts receivable accrued for products delivered prior to the time such counterparty defaulted.

        To manage credit risk, Edison Mission Marketing & Trading looks at the risk of a potential default by counterparties. Credit risk is measured by the loss that would occur if the counterparties failed to perform pursuant to the terms of their contractual obligations. Edison Mission Marketing & Trading measures, monitors and mitigates, to the extent possible, credit risk. To mitigate counterparty risk, master netting agreements are used whenever possible and counterparties may be required to pledge collateral when deemed necessary. Edison Mission Marketing & Trading also takes other appropriate steps to limit or lower credit exposure. Processes have also been established to determine and monitor the creditworthiness of counterparties. Edison Mission Marketing & Trading manages portfolio credit risk based on credit ratings using published ratings of counterparties and other publicly disclosed information, such as financial statements, regulatory filings, and press releases to guide it in the process of setting credit levels, risk limits and contractual arrangements, including master netting agreements. A risk management committee regularly reviews the credit quality of Edison Mission Marketing & Trading counterparties. Despite this, there can be no assurance that these efforts will be wholly successful in mitigating credit risk or that collateral pledged will be adequate.

        Approximately 34% of the energy and capacity sales from the Homer City facilities in the first nine months of 2004 were to BP Energy Company, a third-party customer (an investment grade affiliate of BP Energy has guaranteed payment of amounts due under the related contracts).

Interest Rate Risk

        EME Homer City has mitigated the risk of interest rate fluctuations by obtaining fixed rate financing on its outstanding long-term debt with its affiliate. EME Homer City does not believe that interest rate fluctuations will have a material adverse effect on its financial position or results of operations.

Regulatory Matters

        For a discussion of EME Homer City's regulatory matters, refer to "Regulatory Matters" on page 9 of EME Homer City's annual report on Form 10-K for the year ended December 31, 2003. There have been no other significant developments with respect to regulatory matters specifically affecting EME Homer City since the filing of its annual report.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        For a discussion of market risk sensitive instruments, refer to "Market Risk Exposures" on page 41 of EME Homer City's annual report on Form 10-K for the year ended December 31, 2003. Refer to "Market Risk Exposures" in Item 2 for an update to that disclosure.


ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

        EME Homer City's management, with the participation of the partnership's principal executive officer and principal financial officer, has evaluated the effectiveness of EME Homer City's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on that evaluation, the principal executive officer and principal financial officer have concluded that, as of the end of the period, EME Homer City's disclosure controls and procedures are effective.

Internal Control Over Financial Reporting

        There were no changes in EME Homer City's internal control over financial reporting (as such term is defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, EME Homer City's internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 6. EXHIBITS

Exhibit No.

  Description

31.1   Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.

31.2

 

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.

32

 

Statement Pursuant to 18 U.S.C. Section 1350.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

    EME HOMER CITY GENERATION L.P.
(REGISTRANT)

 

 

By:

 

Mission Energy Westside Inc., as
General Partner

 

 

By:

 

/s/  
Kevin M. Smith      
Kevin M. Smith
Director and Vice President

 

 

Date:

 

November 8, 2004

 

 

By:

 

/s/  
John P. Finneran, Jr.      
John P. Finneran, Jr.
Director and Vice President

 

 

Date:

 

November 8, 2004

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QuickLinks

TABLE OF CONTENTS
EME HOMER CITY GENERATION L.P. STATEMENTS OF INCOME (LOSS) (In thousands, Unaudited)
EME HOMER CITY GENERATION L.P. STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands, Unaudited)
EME HOMER CITY GENERATION L.P. BALANCE SHEETS (In thousands, Unaudited)
EME HOMER CITY GENERATION L.P. STATEMENTS OF PARTNERS' EQUITY (In thousands, Unaudited)
EME HOMER CITY GENERATION L.P. STATEMENTS OF CASH FLOWS (In thousands, Unaudited)
EME HOMER CITY GENERATION L.P. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2004 (Dollars in thousands; Unaudited)
SIGNATURES