UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 10-K/A

Amendment No. 1

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

For the fiscal year ended December 31, 2013

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Edison Mission Energy YES o NO x     Midwest Generation, LLC YES o NO x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Edison Mission Energy YES o NO x     Midwest Generation, LLC YES o NO x

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.

Edison Mission Energy YES x NO o     Midwest Generation, LLC YES x NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Edison Mission Energy  x     Midwest Generation, LLC  x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Edison Mission Energy YES x NO o     Midwest Generation, LLC YES x NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Edison Mission Energy YES o NO x     Midwest Generation, LLC YES o NO x

Aggregate market value of the registrant’s Common Stock held by non-affiliates of Edison Mission Energy as of March 15, 2014: $0. Number of shares outstanding of Edison Mission Energy’s Common Stock as of March 15, 2014: 100 shares (all shares held by an affiliate of Edison Mission Energy).

This combined Form 10-K is filed separately by two registrants: Edison Mission Energy and Midwest Generation, LLC. Information contained herein relating to any individual registrant is filed by such registrant solely on its own behalf. Each registrant makes no representation as to information relating exclusively to the other registrant.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this Amendment No. 1) amends the Annual Report on Form 10-K for the year ended December 31, 2013 of Edison Mission Energy (EME) and Midwest Generation, LLC (Midwest Generation), which was originally filed with the Securities and Exchange Commission (the SEC) on March 12, 2014 (the Original Filing).  EME and Midwest Generation are filing this Amendment No. 1 to provide the information required by Part III of such Form 10-K, Items 10, 11, 12 and 13.

This Amendment No. 1 does not update any other disclosures in the Original Filing to reflect developments since the original date of filing.

The following items of the Original Filing on the annual report on Form 10-K are amended and restated in their entirety by this Amendment No. 1:

Item 10.  Directors, Executive Officers and Corporate Governance

Item 11.  Executive Compensation

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters; and

Item 13.  Certain Relationships and Related Transactions, and Director Independence.

This Amendment No. 1 also sets forth an amended “Item 15. Exhibits and Financial Schedules” in its entirety and includes the new certifications from EME’s and Midwest Generation’s principal executive officer and principal financial officer.

Unaffected items have not been repeated in this Amendment No. 1.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

EME - DIRECTORS

FREDERIC F. BRACE, INDEPENDENT DIRECTOR

Mr. Brace, age 56, was elected to EME’s board of directors on July 10, 2012.  Mr. Brace also serves as President of Niko Resources Ltd. Mr. Brace served as Executive Vice President, Chief Administrative Officer and Chief Restructuring Officer of The Great Atlantic & Pacific Tea Company, a retail food business, from August 2010 to March 2012 and as Chief Financial Officer from March 2011 to March 2012. In December 2010 The Great Atlantic & Pacific Tea Company filed for protection under Chapter 11 of the Bankruptcy Code; it emerged from bankruptcy in March 2011. Mr. Brace served as Executive Vice President and Chief Financial Officer of UAL Corporation, an air transportation company, from 2002 to 2008, Senior Vice President from 1999 to 2001 and held various other management positions since 1988. In December 2002, UAL filed for protection under Chapter 11 of the Bankruptcy Code; it emerged from bankruptcy in 2006.  Mr. Brace currently serves as a director of Anixter International and formerly served as a director of The Great Atlantic & Pacific Tea Company, of Bearingpoint, Inc., and of SIRVA, Inc. Mr. Brace earned a bachelor’s degree in Industrial Engineering from the University of Michigan and an MBA from the University of Chicago. As a result of these and other professional experiences, Mr. Brace possesses particular knowledge and experience in complex restructurings, strategic planning and leadership of complex organizations, and board practices of other major corporations that strengthen the Board of Directors’ collective qualifications, skills and experience.

PEDRO J. PIZARRO, DIRECTOR AND PRESIDENT

Mr. Pizarro, age 48, has been a director and the President of EME since January 1, 2011.  Mr. Pizarro joined Edison International (EIX), EME’s ultimate parent company, in 1999 as Director of Strategic Planning. He was elected vice president of Technology Business Development in 2000, and the following year moved to Southern California Edison (SCE) as vice president of Strategy and Business Development and general manager of Edison Carrier Solutions. Mr. Pizarro was elected vice president of Power Procurement in 2004, senior vice president in 2005, and executive vice president of Power Operations in 2008. Previously, Mr. Pizarro

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was a senior engagement manager with McKinsey & Company. Mr. Pizarro earned a Ph.D. in Chemistry from the California Institute of Technology in 1994 and held National Science Foundation and Department of Defense graduate fellowships. He earned a bachelor’s degree in Chemistry from Harvard University.  Mr. Pizarro serves on the boards of the California Institute of Technology and the Electric Power Supply Association, and formerly served as a director of the California Power Exchange, the Colburn School, and the House Ear Institute. As a result of these and other professional experiences, Mr. Pizarro possesses particular knowledge and experience in operations, management, corporate strategy, and strategic planning and leadership of complex organizations that strengthen the Board of Directors’ collective qualifications, skills and experience.

HUGH E. SAWYER, INDEPENDENT DIRECTOR

Mr. Sawyer, age 59, was elected to EME’s board of directors on July 10, 2012. Mr. Sawyer has served as a Managing Director for Huron Consulting Group since January 2010. At Huron, Mr. Sawyer leads the Operational Improvement Service Line for Huron’s Financial Consulting Practice and provides strategic services to clients facing corporate turnarounds and restructurings in complex environments. Since February 2014 Mr. Sawyer has served as interim President of Euramax International, Inc. Previously Mr. Sawyer served as the Chief Administrative Officer of Fisker Automotive, Inc. from January 2013 to March 2013 and as Chief Restructuring Officer of Fisker Automotive from March 2013 to October 2013. Prior to that, Mr. Sawyer served as the President or Chief Executive Officer of JHT Holdings, Inc. from April 2010 to February 2012, and of Legendary Holdings, Inc. from August 2007 to December 2009. Prior to that, he served as the President or Chief Executive Officer of Wells Fargo Armored Service Corporation, The Cunningham Group, Inc., National Linen Service, Inc., Aegis Communications Group, Inc., and Allied Holdings, Inc. Mr. Sawyer has served as a Director of Energy Future Competitive Holdings Company LLC and Texas Competitive Electric Holdings Company LLC. since 2013. Since 2012 he has served as a Director of JHT Holdings, Inc. Mr. Sawyer formerly served as a director of Spiegel/Eddie Bauer, Hines Horticulture, Neff Equipment Rental, Paradise Island Holdings, Allied Holdings, Inc., and JHT Holdings, Inc. Mr. Sawyer earned a bachelor’s degree from the University of Florida. As a result of these and other professional experiences, Mr. Sawyer possesses particular knowledge and experience in complex restructurings, financial consulting, and leadership of complex organizations that strengthen the Board of Directors’ collective qualifications, skills and experience.

MIDWEST GENERATION - MANAGERS

DANIEL D. MCDEVITT, MANAGER AND VICE PRESIDENT

Mr. McDevitt, age 53, was elected to Midwest Generation’s board of managers on December 21, 2010. Mr. McDevitt, currently Senior Vice President and General Counsel of EME, has been an officer of EME since February 28, 2008 and has been a Vice President of Midwest Generation since April 7, 2008.  Mr. McDevitt is responsible for overseeing all legal activities for EME and its affiliated companies. Before joining EME in 2003, Mr. McDevitt was a senior antitrust attorney for BP America Inc.  Prior to that, Mr. McDevitt worked as senior counsel for Exelon Corporation in Chicago and was a partner with the law firm of Gardner, Carton and Douglas.  Mr. McDevitt earned a bachelor’s degree in mathematics from Oberlin College in Ohio and graduated with honors from the University of Pittsburgh School of Law. As a result of these and other professional experiences, Mr. McDevitt possesses particular knowledge and experience in corporate compliance, legal consulting, and litigation that strengthen the Board of Managers’ collective qualifications, skills and experience.

DOUGLAS MCFARLAN, MANAGER AND PRESIDENT

Mr. McFarlan, age 59, was elected to Midwest Generation’s board of managers on December 21, 2010. Mr. McFarlan is currently Senior Vice President of Public Affairs and Communication of EME, a position he has held since February 28, 2008.  Mr. McFarlan is responsible for government relations, environmental policy and compliance, renewable energy development, media and community relations, corporate contributions, and executive and employee communications.  Mr. McFarlan has been an officer of EME since January 1, 2003 and has also been the President of Midwest Generation since December 21, 2010. Mr. McFarlan is responsible for government relations, environmental policy and compliance, renewable energy development, media and community relations, corporate contributions, and executive and employee communications. Before joining EME in 1999, Mr. McFarlan spent 13 years in several public affairs, regulatory and corporate communications positions with telecommunications provider Ameritech in Chicago (now part of AT&T) and nine years as a newspaper editor in suburban Chicago. Mr. McFarlan is a board member of the Electric Power Suppliers Association in Washington and the Independent Energy Producers of California, founding chairman and a member of the Illinois Energy Council of the Illinois State Chamber of Commerce, and past chairman of the Electric Power Generators Association of Pennsylvania.  Mr. McFarlan received a bachelor’s degree from DePauw University in Greencastle, Indiana. As a result of these and other professional experiences, Mr. McFarlan possesses particular knowledge and experience in government relations, environmental policy and compliance, renewable energy development, and media and community relations that strengthen the Board of Managers’ collective qualifications, skills and experience.

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MARIA RIGATTI, MANAGER, VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

Ms. Rigatti, age 50, was elected to Midwest Generation’s board of managers on December 21, 2010. Ms. Rigatti, has been Senior Vice President of EME since March 1, 2011 has been Chief Financial Officer of EME since December 20, 2010, has been an officer of EME since April 30, 2007 and has also been an officer of Midwest Generation since December 4, 2008.  She was vice president and treasurer of EME from September 4, 2008 until September 19, 2011, responsible for treasury activities including corporate and project financing, cash management and treasury operations, tax and procurement.  Ms. Rigatti joined EME in 1999.  Previously, Ms. Rigatti was a director with PIRA Energy Group, an energy consulting firm, and a vice president with Gas Energy Inc., an unregulated affiliate of KeySpan Corp., a group of regulated natural gas and electric utilities with unregulated subsidiaries. Ms. Rigatti earned an MBA in Finance from New York University. As a result of these and other professional experiences, Ms. Rigatti possesses particular knowledge and experience in treasury operations; corporate and project financing; cash management; tax; and procurement that strengthen the Board of Managers’ collective qualifications, skills and experience.

EXECUTIVE OFFICERS - EME

ANDREW J. HERTNEKY, SENIOR VICE PRESIDENT

Mr. Hertneky, age 57, has been senior vice president of Marketing and Trading for EME and president of EME’s subsidiary Edison Mission Marketing & Trading, Inc. since January 11, 2010. Mr. Hertneky is responsible for EMMT’s trading and operations in Boston and commercial management of EME’s power generation portfolio. He joined EME on April 10, 2002 as a vice president, and then served as vice president for Strategy at EIX from September 2008 through January 2010, before rejoining EME in his current position. Prior to joining EME, Mr, Hertneky was an associate principal at McKinsey & Company. Prior to joining McKinsey, Mr. Hertneky held senior-level positions for Consolidated Natural Gas and Philadelphia Electric. He attended the United States Military Academy at West Point and earned a bachelor’s degree in mechanical engineering from the University of Pittsburgh and an MBA, with highest honors, from Vanderbilt University.

JOHN C. KENNEDY, SENIOR VICE PRESIDENT

Mr. Kennedy, age 56, has been Senior Vice President of Generation since March 1, 2011, has been an officer of EME since February 28, 2008 and has also been an officer of Midwest Generation since January 5, 2009.  Mr. Kennedy is responsible for the operation of all of EME’s power generation facilities across the United States.  Previously, Mr. Kennedy was vice president of Operations for Midwest Generation, managing director of operations and maintenance for Midwest Generation, and station director for Midwest Generation’s Crawford and Fisk Stations in Chicago. Mr. Kennedy joined Midwest Generation when it was established in 1999 with the acquisition of a portfolio of electric power generating facilities from Commonwealth Edison, where he previously held several management positions. Mr. Kennedy has been a member of the Electric Power Research Institute’s Generation Advisory Council since 2009. Mr. Kennedy is also a former chairman of the Electric Power Generator Association (EPGA) of Pennsylvania.  Mr. Kennedy earned a bachelor of science in Electrical Engineering at the University of Illinois, Champaign-Urbana, and has been a registered professional engineer in Illinois since 1989.

FRED W. MCCLUSKEY, VICE PRESIDENT

Mr. McCluskey, age 54, has been Vice President of Technical Services since January 2003, has been an officer of EME since August 1, 2000 and has also been an officer of Midwest Generation since May 1, 2002.  Mr. McCluskey is responsible for major capital Project Management, Engineering, Construction and Development Support activities associated with new generation and coal fleet environmental control retrofits. Mr. McCluskey was previously Vice President of EME’s Business Management organization, regional vice president of Development Americas, and director of operations, Edison Mission Operations and Maintenance.  Mr. McCluskey received his bachelor of arts degree in Business Management, and a bachelor of arts degree in Economics, from Towson University, Maryland.

DANIEL D. MCDEVITT, SENIOR VICE PRESIDENT AND GENERAL COUNSEL (see above)

DOUGLAS MCFARLAN, SENIOR VICE PRESIDENT (see above)

PEDRO J. PIZARRO, DIRECTOR AND PRESIDENT (see above)

MARIA RIGATTI, SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (see above)

JENENE J. WILSON, VICE PRESIDENT

Ms. Wilson, age 70, has been Vice President of Human Resources since December 3, 2001.  Ms. Wilson is responsible for EME’s human resources and administrative functions.  Prior to joining EME, Ms. Wilson was employed by MySmart Solutions and by PDI/DreamWorks as vice president of Human Resources, and held various management positions at Mattel and Carter Hawley Hale Stores. Wilson received a bachelor of science degree in Psychology from the University of Washington, Seattle.

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EXECUTIVE OFFICERS - MIDWEST GENERATION

JOHN C, KENNEDY, VICE PRESIDENT (see above)

FRED W. MCCLUSKEY, VICE PRESIDENT (see above)

DANIEL D. MCDEVITT, VICE PRESIDENT (see above)

DOUGLAS R. MCFARLAN, PRESIDENT (see above)

MARIA RIGATTI, VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (see above)

CODE OF ETHICS

EME has adopted a Code of Ethics applicable to itself and its subsidiaries, including the principal executive officers, principal financial officers and principal accounting officers of EME and Midwest Generation, which can be found on the “About Us” page of EME’s website, at www.edisonmissionenergy.com/about.asp.  Any substantive amendments to the Code of Ethics or waivers of any of its provisions for EME’s or Midwest Generation’s principal executive officers, principal financial officer or principal accounting officer will be disclosed on the website or in a report on Form 8K.

GOVERNANCE MATTERS

Board Composition

EME’s directors were elected by its sole shareholder, Mission Energy Holding Company. Midwest Generation’s managers were elected by the holder of 100% of its membership interests, Edison Mission Midwest Holdings, LLC. All of these companies are wholly-owned indirect subsidiaries of EIX. There were no changes to these procedures in the past fiscal year.

Board Committees

EME’s board of directors has two standing committees: a compensation committee (the Compensation Committee) and an investigation committee. The Compensation Committee reviews and recommends policies relating to compensation and benefits of our employees. The Compensation Committee is currently comprised of Mr. Sawyer (chair) and Mr. Brace. The investigation committee is responsible for conducting and overseeing an investigation related to the releases of claims and other aspects of the Transaction Support Agreement dated as of December 16, 2012, among EME, EIX and certain of EME’s unsecured noteholders. The investigation committee is currently comprised of Mr. Brace (chair) and Mr. Sawyer. During 2013 there was also an interim fiduciary committee, comprised of Jenene Wilson, Maria Rigatti, and Daniel D. McDevitt, which reviewed and advised on possible tax-qualified defined contribution and defined benefits plans for the benefit of eligible employees of EME, effective as of January 1, 2014. The plans were not implemented and the interim fiduciary committee is not expected to have ongoing responsibilities.

Midwest Generation’s board of managers has no committees.

ITEM 11. EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This section describes the material elements of the executive compensation program for the named executive officers of EME and Midwest Generation (the NEOs) for the year ended December 31, 2013 and the material elements of the compensation packages awarded to such NEOs.  The EME and Midwest Generation NEOs for 2013 are set forth in the table below.  All NEOs are paid based on the compensation practices described below for EME. All of the NEOs are officers of EME, and all but Mr. Pizarro and Mr. Hertneky are also officers of Midwest Generation.  For purposes of this Form 10-K/A, information for all seven NEOs will be disclosed.  The following table shows the President, CFO and next three highest compensated officers for each entity:

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General Overview

The Compensation Committee reviews and approves the compensation of senior officers at EME, subject to adoption by the board of EME (or, if the officer was compensated by a subsidiary of EME, by the board of that subsidiary).

Compensation Objectives

EME’s 2013 executive compensation program sought to achieve two fundamental objectives:

·                  Attract and retain qualified executives; and

·                  Focus attention on, and align executive pay directly with, specific financial, strategic and operating objectives intended to maximize the value of EME’s estate.

Use of Competitive Data

The Compensation Committee, coordinating with AonHewitt, used data from publicly disclosed incentive plans from comparable companies and pay surveys by HBR Consulting, Mercer, Towers Watson and AonHewitt, including industry specific surveys where available, when it evaluated incentive compensation for the NEOs for 2013.

The Compensation Committee generally targets the market median for all elements of direct compensation. The Compensation Committee or the board (or a committee thereof) of EME or Midwest Generation, as applicable, may vary from market median or other benchmarks after taking into account individual performance, internal equity, or other factors it considers important.

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2013 Executive Compensation Program Elements

Overview of Material Elements of Compensation

The material elements of EME’s executive compensation program include:

·                  Base salaries;

·                  Short-term incentives;

·                  Long-term incentives;

·                  Post-employment benefits; and

·                  Severance and Change in Control benefits.

Base Salaries

Each of the NEOs is paid a fixed base salary paid on a regular basis throughout the year. None of the NEOs received base salary increases for 2013. None of the NEOs has a contractual right to receive a fixed base salary.

Short-Term Incentives

In January 2013, EME adopted a Corporate Short-Term Incentive Plan intended to reward activities that have an impact on a successful restructuring and emergence from bankruptcy while maximizing value for all stakeholders. Awards under the Corporate Short-Term Incentive Plan are paid twice yearly and are dependent upon the achievement of target performance for adjusted EBITDA and safety. Awards can also be adjusted to reflect a participant’s individual performance.

Under the 2013 EME Corporate Short-Term Incentive Program, a participant’s annual target bonus is calculated as a percentage of the participant’s annual base salary, with the target percentages generally aligned with the salary survey data for the participant’s level and role. The payment of incentive awards under the program is dependent on EME’s achievement of six-month target goals for cash flow based on adjusted EBITDA, subject to an upward or downward adjustment of up to 10 percent based on the achievement of better than industry-standard worker and facility safety targets and an upward or downward adjustment of up to 20 percent based on individual performance.

EME’s performance against the metrics established for the 2013 EME Corporate Short-Term Incentive Program for each of the six-month measurement periods during 2013, and the resulting incentive awards for each of those periods, are discussed below. Short-term incentive awards for the NEOs are shown in the Summary Compensation Table in the column entitled “Non-Equity Incentive Plan Compensation.”

Short-Term Incentives for First Half of 2013

In January 2013, the Compensation Committee set threshold, target and maximum levels of core adjusted EBITDA for the first half of 2013 at $(54.8) million, $(34.8) million and $24.1 million, respectively. EBITDA for the first half of 2013 was $75 million. The Compensation Committee also established safety metrics based on Days Away, Restricted Duty or Transfer (DART) incidents, with four incidents as the threshold, three incidents as the target, and two incidents as the “stretch” goal. There were two DART incidents during the first half of 2013.

Key factors contributing to the results were Midwest Generation’s progress in implementing its lean operations program; favorable proprietary trading results at EMMT; higher revenues and lower expenses across EME’s wind fleet; generally lower operating expenses in EME’s gas fleet; and lower corporate general and administrative expenses.

The Compensation Committee determined that EME’s performance against its goals for the first half of 2013 supported bonus payments at 200% of the target amounts. In August 2013, EME paid each NEO an incentive award equal to 200% of his or her target award.

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Short-Term Incentives for Second Half of 2013

In August 2013, the Compensation Committee set threshold, target and maximum levels of core adjusted EBITDA for the second half of 2013 at $89 million, $114 million and $223 million, respectively. EBITDA for the second half of 2013 was $195 million. The safety metrics for the second half of 2013 were the same as those established for the first half of 2013. There were two DART incidents during the second half of 2013.

Key factors contributing to the results were lower operating and fuel expenses at Midwest Generation; strong proprietary trading results at EMMT; lower operating expenses across EME’s wind fleet; higher revenues at certain of EME’s gas projects; and lower corporate general and administrative expenses.

The Compensation Committee determined that EME’s performance against its goals for the second half of 2013 supported bonus payments at 191.7% of the target amounts. In February 2014, EME paid each NEO an incentive award equal to 191.7% of his or her target award.

Long-Term Incentives

In March 2013, the Compensation Committee adopted a Long-Term Incentive Plan intended to improve EME’s long-term stability and profitability by aligning management incentives with EME’s business objectives, while at the same time providing participants with competitive, market-based compensation. The Long-Term Incentive Plan is designed to be earned over a two-year period, but the program may terminate before two years if EME and Midwest Generation emerge from Chapter 11 before December 31, 2014.

The Long-Term Incentive Plan has three components:

·                  cost reduction;

·                  reliability; and

·                  aggregate adjusted enterprise value of EME and Midwest Generation.

Cost reduction metrics consist of Midwest Generation controllable operations and maintenance expenses and EME general and administrative expenses, and are to be evaluated on a combined basis.

Reliability metrics consist of equivalent unplanned outage rate for coal-fired power plants, equivalent unplanned outage rate for gas-fired power plants, and equivalent availability factor for wind projects. Each of these factors is to be weighted at 33.3% of the reliability bonus pool.

The metrics (but not the portion of the bonus pool attributable to the metrics) are subject to proration to the extent that EME and Midwest Generation emerge from chapter 11, or assets are monetized, before December 31, 2014.

The Adjusted Enterprise Value metric has two components: EME Adjusted Enterprise Value and Midwest Generation Adjusted Enterprise Value. Any Adjusted Enterprise Value payout is to be in addition to the payouts associated with cost reduction and reliability and may be paid, at the plan participant’s election, either in cash or in any non-cash consideration distributed to creditors.

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EME Adjusted Enterprise Value is the value attributed to EME in any chapter 11 plan, plus cash, and excluding the value of Midwest Generation. It is subject to adjustment to the extent that equity securities distributed to creditors as non-cash consideration for the first 90 days following emergence from chapter 11 implies that the EME Adjusted Enterprise Value is more than 15 percent higher or lower than the value attributed to EME in the plan. The table below shows the percentage payouts and incremental award to the Long-Term Incentive Plan participants associated with various ranges of EME Adjusted Enterprise Value. (Any payouts for incremental EME Adjusted Enterprise Value above $2,900 (million) are to be paid at 0.01 percent.)

Midwest Generation Adjusted Enterprise Value is the value attributed to Midwest Generation in any chapter 11 plan, plus cash, excluding the value of intercompany notes and claims. If the Midwest Generation Adjusted Enterprise Value exceeds Midwest Generation claims, the excess value is to be paid at 2.75 percent. (Any payouts for incremental Midwest Generation Adjusted Enterprise Value above $750 (million) are to be paid at 0.01 percent).

The Compensation Committee also determined the allocation of the Long-Term Incentive Plan award pool to individual executives.  The percentages of the Long-Term Incentive Plan award pool allocated to the NEOs, and the estimated minimum and maximum payout amounts to each NEO under the Long-Term Incentive Plan, are as follows:

Management has concluded that a payment under the plant reliability and cost reduction components is probable and has determined the probable range of all payments under the Long-Term Incentive Plan to be from $17 million to $52 million.

In addition, each of the NEOs has the potential to receive, but is not entitled to receive, a discretionary bonus under the Edison Mission Energy Exit/Closing Plan.

Stock Options

Prior to 2013, EIX stock options, which vest over a four year period (subject to continued employment) were granted to the NEOs.  These awards continued to vest in 2013 but no new options were awarded to the NEOs for 2013. Upon the completion of the sale of substantially all of the assets of EME to NRG Energy, Inc and emergence from bankruptcy, all of the NEOs will be terminated.  The terminated NEOs will generally receive one additional year of vesting and any unvested long-term incentive awards will be canceled.  Each option may be exercised to purchase one share of EIX Common Stock at an exercise price equal to the closing price of a share of EIX Common Stock on the applicable grant date.

Performance Shares

Prior to 2013, EIX performance shares, which reward performance over three years against pre-established metrics, were granted to NEOs. These awards continued to vest in 2013 but no new performance shares were awarded to the NEOs for 2013. Upon the completion of the sale of substantially all of the assets of EME to NRG Energy, Inc and emergence from bankruptcy, all of the NEOs will be terminated.  The terminated NEOs will generally receive one additional year of vesting and any unvested long-term incentive awards will be canceled.

1   Any payouts for incremental EME Adjusted Enterprise Value above $2,900 (million) shall be paid at 0.01 percent.

2   Any payouts for incremental MWG Adjusted Enterprise Value above $750 (million) shall be paid at 0.01 percent.

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Each performance share awarded is a contractual right to receive one share of EIX Common Stock or its cash equivalent if performance and continued service vesting requirements are satisfied.  The amount realized in the performance share portion of an NEO’s long-term award can range from zero to 200% of target, and depends on the performance against pre-established metrics. The performance share awards provide for reinvested dividend equivalents. For each dividend declared for which the ex-dividend date falls within the performance period and after the date of grant, the NEO will be credited with an additional number of target performance shares subject to the same terms and conditions as the original performance shares.

For performance shares granted in 2012, two metrics are used for measuring payouts, with each metric weighted 50%. One of the two performance metrics is based on the percentile ranking of EIX’s TSR for the three-year performance period compared to the TSR of each stock in EIX’s peer group for the same period. The following chart provides the percentile ranking and corresponding payout levels:

If EIX achieves a TSR ranking between the 25th percentile and the 50th percentile or between the 50th percentile and the 75th percentile, the number of shares paid will be interpolated on a straight-line basis with discrete intervals at every 5th percentile. For purposes of determining performance share payouts, TSR is calculated using the difference between (i) the average closing stock price for the relevant stock for the 20 trading days ending with the last NYSE trading day preceding the first day of the performance period and (ii) the average closing stock price for the relevant stock for the 20 trading days ending with the measurement date, and assumes all dividends are reinvested on the ex-dividend date.

The second performance metric for performance shares granted in 2012 is based on EIX’s three-year average annual EPS, measured against target levels. Core EPS is defined as GAAP basic EPS, excluding income or loss from discontinued operations and income or loss from significant discrete items that are not representative of ongoing earnings. Edison International’s Compensation Committee (the “EIX Compensation Committee”) establishes the EPS target for each calendar year in February of that year. After the three-year performance period, the EIX Compensation Committee will certify the EPS performance multiple for each calendar year in the performance period, based on EIX’s actual EPS performance as a percentage of the EPS target for that year, in accordance with the following chart:

If EIX’s EPS for a year as a percentage of target EPS is between 80% and 100% or between 100% and 120%, the EPS performance multiple will be interpolated on a straight-line basis, with discrete intervals at every 4th percentile. The EPS performance multiples achieved for each calendar year in the three-year performance period will be averaged, and the resulting average will determine the performance share payout as a multiple of target.

The performance shares generally are paid half in EIX Common Stock and half in cash having a value equal to the EIX Common Stock that otherwise would have been delivered. EIX converts a portion of the awards otherwise payable in stock to cash to the extent necessary to satisfy minimum tax withholding or any governmental levies. NEOs may elect to defer payment of the portion of performance shares payable in cash under the Executive Deferred Compensation Plan.

The performance shares granted in 2011 utilized only one metric—the TSR metric described above—except that the threshold for a payout was set as a 40th percentile TSR ranking. EIX stock performance from 2011-2013 relative to the peer group ranked in the 40th percentile of the peer group and resulted in a payout of the 2011 performance share grants at 25% of target. EIX’s TSR from 2009-2011 ranked in the 45th percentile of the peer group and resulted in a payout of the 2009 performance share grants at 63% of target. Relative TSR as compared to the peer group for the 2011-2012, 2008-2010, 2007-2009 and 2006-2008 performance periods was below the threshold required for payout of the performance shares, resulting in no payouts.

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Restricted Stock Units

Prior to 2013, EIX restricted stock units were granted to the NEOs.  These awards continued to vest in 2013 but no new restricted stock units were awarded to the NEOs . Upon the completion of the sale of substantially all of the assets of EME to NRG Energy, Inc. and emergence from bankruptcy, all of the NEOs will be terminated.  The terminated NEOs will generally receive one additional year of vesting and any unvested long-term incentive awards will be canceled.

Each restricted stock unit awarded is a contractual right to receive one share of EIX Common Stock if continued service vesting requirements are satisfied. The restricted stock units for NEOs provide for reinvested dividend equivalents. For each dividend declared for which the ex-dividend date falls within the vesting period, the NEO will be credited with an additional number of restricted stock units subject to the same terms and conditions as the original restricted stock units. The restricted stock units are paid in EIX Common Stock, except EIX converts awards to cash having a value equal to the stock that otherwise would have been delivered to satisfy minimum tax withholding and governmental levies. The EIX Compensation Committee may elect to pay any restricted stock units in cash rather than shares of EIX Common Stock if and to the extent that payment in shares would exceed the applicable share limits of the EIX 2007 Performance Incentive Plan.

Post-Employment Benefits

The NEOs receive retirement benefits under qualified and non-qualified defined-benefit and defined-contribution retirement plans. Some NEOs participate in the SCE Retirement Plan (based on date of hire), and all NEOs participate in the 401(k) Savings Plan, on substantially the same terms as other participating employees.

Due to limitations imposed by ERISA and the Internal Revenue Code, the benefits payable to the NEOs under the SCE Retirement Plan and the 401(k) Plan are limited. EIX has also established an Executive Retirement Plan (the EIX Executive Retirement Plan) and the Executive Deferred Compensation Plan that permit the NEOs to receive the full amount of benefits that would be paid under the qualified plans but for such limitations, and certain additional benefits.

For descriptions of the tax-qualified and non-qualified defined benefit pension plans and the Executive Deferred Compensation Plan, see the narrative below to the “Pension Benefits” and “Non-Qualified Deferred Compensation” tables, respectively.

EIX also sponsors survivor and disability benefit plans in which the NEOs are eligible to participate.

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Severance

The NEOs, except for Mr. Pizarro, Mr. McDevitt and Ms. Rigatti, are eligible for one year’s worth of compensation and benefits if involuntarily severed without cause. Severance protection is also provided for non-executive employees whose positions are eliminated.

EIX’s current executive compensation plans offer additional benefits in the event of a change in control of EIX, under which the NEOs that are senior vice presidents or above would be provided with enhanced severance benefits if their employment were actually or constructively terminated without cause within a defined period of such a change in control. Constructive termination wuld include occurrences such as a material diminution in duties or salary, or a substantial relocation.

For detailed information on the estimated potential payments and benefits payable to NEOs in the event of their termination of employment, see “Potential Payments upon Termination or Change in Control of EIX” below.

Perquisites

All perquisites were eliminated for the NEOs effective January 2012.

The values of perquisites provided to each NEO in 2011 are reported in column (i) of the “Summary Compensation Table” below, and are further described in footnote (4) to that table.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis section of this Form 10-K/A. Based upon such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis section be included in EME’s and Midwest Generation’s 2013 Annual Report on Form 10-K.

Hugh E. Sawyer, Chair
Frederic F. Brace

COMPENSATION COMMITTEE INTERLOCKS

AND INSIDER PARTICIPATION

The Compensation Committee was formed, and Messrs. Sawyer and Brace were elected to the Compensation Committee, as of October 19, 2012. No member of the Compensation Committee has any relationship that would be required to be reported under Item 404 of Regulation S-K. No member of the Compensation Committee serves or served during 2013 as a member of the board of directors or compensation committee of a company that has one or more executive officers serving as a member of EME’s Board of Directors or the Compensation Committee.

SUMMARY COMPENSATION TABLE

The following table presents information regarding compensation of the NEOs for service during 2013 and, where applicable because the NEO was also an EME or Midwest Generation NEO in prior years, 2012 and/or 2011. The table below was prepared in accordance with SEC requirements. The total compensation presented below does not necessarily reflect the actual total compensation received by the NEOs. Specifically, the amounts under column (e), “Stock Awards,” do not represent the actual amounts paid to or realized by the NEOs for these awards during 2011-2013, but represent the aggregate grant date fair value of awards granted in those years for financial reporting purposes. Likewise, the amounts under column (h), “Change in Pension Value and Non-qualified Deferred Compensation Earnings,” do not reflect amounts paid to or realized by the NEOs during 2011-2013, but represent the change in the actuarial present values of the NEOs’ accumulated pension benefits based on the assumptions EME uses for financial reporting purposes.

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The table below shows the maximum value of performance share awards included in the Summary Compensation Table at the grant date assuming that the highest level of performance conditions will be achieved. The 2011 performance shares vested as of December 31, 2013, and  the value realized on vesting was substantially lower than the maximum value reported below. See the “Option Exercises and Stock Vested” table below for the value realized on vesting of the 2011 performance share awards. The performance period for the 2012 performance shares has not ended. The NEOs did not receive any 2013 performance shares.

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GRANTS OF PLAN-BASED AWARDS

No equity awards were granted to the NEOs during 2013.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table presents information regarding the outstanding equity awards held by each NEO at the end of 2013. Outstanding equity awards consist of non-qualified stock options, performance shares, and restricted stock units, all of which relate to EIX common stock. Column (d) “Equity Incentive Plan Awards” has been omitted in accordance with SEC rules because no such awards were outstanding at the end of 2013.