Presentation to Advisors to Senior Unsecured Notes€¦ · Presentation to Senior Unsecured Noteholders January 9, 2013 . EDISON MISSION ENERGY® ... Water Injection / SCR Water Injection

EDISON MISSION ENERGY®

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Presentation to Senior Unsecured Noteholders

January 9, 2013


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Disclaimer

The information in this presentation has been provided by the Company and Perella Weinberg Partners has not assumed any

responsibility for independently verifying such information. The information contained in this presentation is subject to

change without notice. Accordingly, this presentation does not purport to be all-inclusive. No representation or warranty,

express or implied, is or will be made, and no responsibility or liability is or will be accepted, by the Company or Perella

Weinberg Partners or by any of their respective officers, directors or agents as to or in relation to the accuracy or

completeness of this presentation or any other written or oral information made available to any interested party or its

advisers and any liability therefore is hereby expressly disclaimed. In particular, no representation or warranty is given as to

the achievement or reasonableness of any future projections, management estimates, prospects or returns. Only those

particular representations and warranties which may be made in definitive agreements when and if they are finally executed,

and subject to such limitations and restrictions as may be agreed, shall have any legal effect

Statements contained in this presentation about future performance, including without limitation capital investments,

financial projections, and other statements that are not purely historical, are forward-looking statements. These forward-

looking statements reflect current expectations, but also involve risks and uncertainties. Actual results could differ materially

from current expectations. In furnishing this presentation, the Company and Perella Weinberg Partners undertake no

obligation to provide the recipient with access to additional information or to update this presentation or additional

information or correct any inaccuracies therein, and reserve the right, without advance notice, to change the procedure for

pursuing a transaction or terminate negotiations at any time prior to the signing of any binding agreement for a Transaction


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Agenda

SECTION PRESENTER

I. Introduction

Pedro Pizarro

II. Business Overview

1. Project Summaries

2. Environmental Compliance Overview

3. California Market Overview

4. Operational and Safety Overview

Maria Rigatti, John Kennedy

Douglas McFarlan, Fred McCluskey

Andrew Hertneky, Paul Weiss

John Kennedy

III.Financial Overview

Maria Rigatti


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I. Introduction


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Overview of Edison Mission Energy

Edison Mission Energy (―EME‖) and subsidiaries are engaged in the business of developing,

acquiring, owning or leasing, operating and selling energy and capacity from independent

power production facilities

EME’s subsidiaries include:

Midwest Generation

Edison Mission Marketing & Trading

Various subsidiaries that own interests in gas plants

Various subsidiaries that own interests in wind projects

EME’s generation capacity includes:

4,354 MW Coal

1,269 MW Natural Gas

1,735 MW Wind

153 MW Other


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as of December 31, 2012

1. Includes EME’s share of projects owned or operated. Natural gas includes oil-fired peakers; other includes Doga in Turkey (144 MW) and Huntington biomass (9 MW), which are not shown on the map

2. Excludes Fisk (326 MW), Crawford (532 MW) stations shut down in September 2012

3. Includes Capistrano Wind Partners operating projects reflected on a net basis based on EME’s interest to reflect Capistrano Wind Partners closing in the quarter ended 12/31/12. Sale of Broken Bow to Capistrano Wind Partners expected to be completed in January 2013

4. Deliveries under the power sales agreement are expected to commence in 2013

5. Owned or under exclusive agreement

67 44

19

244 190

357

4,314

150

225

305

40

144 240

964 479

55

EME Business Platform

Type MW %

Owned and Operated (1)

Coal (2) 4,354 58

Natural Gas 1,269 17

Wind (3)

1,735 23

Other 153 2

Total 7,511 100

Under Construction

Natural Gas (4)

479 NA

Wind Development

Pipeline (5)

~650 NA


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as of December 31, 2012

Bolingbrook, IL

68 employees

Santa Ana, CA

123 employees

EME Office Sites

Boston, MA

90 employees

Santa Ana, CA

Corporate headquarters

Finance, Human Resources, IT, Legal

Development activities for wind and gas

New project construction & engineering project management activities

Bolingbrook / Chicago, IL

Operations activities for coal, gas and wind portfolio

Technical, environmental and permitting support

Coal fleet construction & engineering project management activities

Regulatory and Public Affairs

Legal

Boston, MA

Merchant and contracted asset management

Proprietary trading

Dispatch and scheduling

Risk management

Chicago, IL

13 employees

Note: Total headcount is 1,286 with 751 and 535 non-represented and represented, respectively


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II. Business Overview


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1) Project Summaries


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Overview of Edison Mission Energy

Edison International

Edison Mission

Marketing & Trading

Big 4 Projects

Kern River (50%)

Midway-Sunset (50%)

Sycamore (50%)

Watson (49%)

Edison Mission Group Inc.

Midwest Generation EME, LLC

Edison Mission Midwest Holdings

Edison Mission Energy

Westside Projects (50%)

Coalinga Mid-Set Salinas

River Sargent

Canyon

Other(3)

Big Sky Goat Wind High

Lonesome Laredo

Ridge Sleeping

Bear Storm

Lake Taloga American

Bituminous Doga

(Turkey) Other wind

projects Other

projects

Sunrise Project (50%)

Capistrano Wind

Partners(2)

Cedro Hill Mountain

Wind I Mountain

Wind II Crofton

Bluffs

Broken Bow

Midwest Generation

LLC

Powerton Joliet Crawford(4)

Fisk(4)

Waukegan Will County

denotes equity-method investments

1. Walnut Creek currently under construction and expected to begin operations by January 2013

2. EME, through its subsidiaries, owns 100% of Class A equity interests, with Class B preferred equity interests owned by 3rd parties

3. 80MW+ projects listed

4. Crawford and Fisk closed in September 2012

Viento Funding II

Wildorado San Juan

Mesa Elkhorn

Ridge

Mission Energy Holding Co. (“MEHC”)

Walnut Creek

(1)


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Summary – Midwest Generation (cont’d)

Midwest Generation, LLC

(“Facility Lessee”)

• Subordination Agreements • Facility Lease • Participation Agreements


Powerton Owner Lessors/Owner Trusts

• Powerton Trust I • Powerton Trust II

Joliet Owner Lessors/Owner Trusts

• Joliet Trust I • Joliet Trust II Ground Sub-

Lease + Facility Lease

Ground Lease + All Rent

Payments

Ground Sub-Lease + Facility

Lease

Ground Lease + All Rent

Payments

Proceeds of PoJo Loaned to EME

($1.4BN)

Inter-Company Notes ($1.4BN)

100%

Midwest Generation EME

Edison Mission Midwest Holdings

100%

100%

PSEG

Resources Equity

Investor

Associates Capital

Investment (Citigroup)

Equity Investor

PSEG

Resources Equity

Investor

Associates Capital

Investment (Citigroup)

Equity Investor

Color Denotes Non-EME Entity

Color Denotes EME Entity

Midwest Generation LLC:

Lessee of Powerton and Joliet from the Owner Trusts pursuant to the Facility Leases

Lessor and sublessee of property on which the Powerton and Joliet facilities are located pursuant to the Facility Site Subleases

Key Players:

Owner Trusts/Owner Lessors: PSEG and Associates own 63.6% and 36.4% of the lease equity, respectively, through Owner Trusts

Owner Trusts also issued $814MM of debt; $345MM outstanding at 12/31/12 with a final maturity of 7/2/16


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Joliet Powerton Waukegan Will County

Location Joliet, IL

NIHub

Pekin, IL

NIHub

Lake County, IL

NIHub

Will County, IL

NIHub

Capacity (MW) Total: 1,326

Unit 6: 290

Units 7 & 8: 1,036

Total: 1,538 MW Total: 681

Unit 7: 328

Unit 8: 353

Total: 761

Unit 3: 251

Unit 4: 510

COD Unit 6: 1959

Unit 7: 1965

Unit 8: 1966

Unit 5: 1972

Unit 6: 1975

Unit 7: 1958

Unit 8: 1962

Unit 7: 1958

Unit 8: 1962

Fuel Coal Coal Coal Coal

Max Load Heat Rate

(Btu/kWh) (2)

10,050 10,650 9800 9800

EME % Ownership

100% 100% 100% 100%

Accounting Method Consolidated Consolidated Consolidated Consolidated

Summary – Midwest Generation(1)

1. Fisk and Crawford stations were shut down in September 2012 2. Average annual heat rate across all units


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Kern River Sycamore Midway-Sunset Watson

Location ►Oildale, CA (near Bakersfield)

►SP15(SP26)

►Oildale, CA (near Bakersfield)

►SP15(SP26)

►Fellows, CA (near Taft) ►ZP26

►Carson, CA ►SP15(SP26)

Oil Field Location ►Kern River ►Kern River ►Midway Sunset ►n/a (Carson Refinery)

Nameplate Capacity ►300 MW ►300 MW ►225 MW ►400 MW

COD ►1985 ►1988 ►1989 ►1988

EME Share ►50% ►50% ►50% ►49%

Partner/Steam Host ►Chevron Subsidiary ►Chevron Subsidiary ►Aera Energy ►BP Subsidiaries

Primary Power Purchaser

►SCE ►SCE ►PG&E (SCE before Nov 2010)

►SCE

Secondary Power Purchaser(s)

►- ►- ►Aera ►BP

Plant Operator ►EMOMI ►EMOMI ►EMOMI ►BP

Fuel Manager ►Chevron Natural Gas ►Chevron Natural Gas ►Chevron Natural Gas ►BP Energy Services

Generation Equipment1

►4 GE Frame 7EA CTGs ►4 GE Frame 7EA CTGs

►3 GE Frame 7EA CTGs ►4 GE Frame 7EA CTGs ►2 35 MW STGs

Environmental Controls

►DLN 1+ ►DLN 1+ ►DLN & SCR ►Steam injection & SCR

Accounting Method ►Equity method ►Equity method ►Equity method ►Equity method

Summary – Big Four


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Coalinga Mid-Set Salinas River Sargent Canyon

Location ►Coalinga, CA

►NP15

►Fellows, CA (near Taft)

►ZP26

►San Ardo, CA

►NP15

►San Ardo, CA

►NP15

Oil Field Location ►Coalinga ►Midway Sunset ►San Ardo ►San Ardo

Nameplate Capacity ►39 MW ►39 MW ►41MW ►41 MW

COD ►1992 ►1989 ►1992 ►1992

EME Share ►50% ►50% ►50% ►50%

Partner ►Chevron Subsidiary ►Chevron Subsidiary ►Chevron Subsidiary ►Chevron Subsidiary

Steam Host

►50% Aera

►50% Chevron

►Chevron ►Aera ►Aera


►PG&E ►PG&E ►PG&E ►PG&E

Plant Operator ►EMOMI ►EMOMI ►EMOMI ►EMOMI

Fuel Manager ►Chevron Natural Gas ►Chevron Natural Gas ►Chevron Natural Gas ►Chevron Natural Gas

Generation Equipment

►1 GE Frame 6B CTG ►1 GE Frame 6B CTG ►1 GE Frame 6B CTG ►1 GE Frame 6B CTG


►Water Injection / SCR ►Water Injection / SCR ►DLN / SCR ►DLN / SCR

Accounting Method ►Equity method ►Equity method ►Equity method ►Equity method

Summary – Westsides


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Sunrise Walnut Creek

Location ►Fellows, CA (near Taft)

►ZP26

►Industry, CA

►SP15(SP26)

Oil Field Location ►N/A ►N/A

Nameplate Capacity ►586 MW ►500 MW

COD ►2001 ►2013

EME Share ►50% ►100%

Partner ►Chevron Subsidiary ►N/A


►Merchant ►SCE

Plant Operator ►EMOMI ►EMOMI

Fuel Manager/Plant Manager

►Chevron/EMMT ►SCE (Tolling)

Generation Equipment

►2 160 GE Frame 7FA CTG

►1 181 MW STG + 92 MW DF

►5 GE LMS 100 CTG


►DLN / SCR ►Water injection/SCR CO catalyst

Accounting Method ►Equity method ►Consolidated

Summary – Sunrise and Walnut Creek


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Viento Big Sky Goat Wind

Wildorado San Juan Mesa Elkhorn Ridge

Location ►Vega, TX ►Elida, NM ►Bloomfield, NE ►Ohio, IL ►Sterling City, TX

Customer ►Southwestern Public Services

►Southwestern Public Services

►NPPD ►PJM

►Merchant

►ERCOT

►Merchant

Nameplate Capacity ►161 MW ►120 MW ►80 MW ►240 MW ►150 MW

EME % Ownership ►99.9% ►75% ►67%(1) ►100% ►99.9%

Accounting Method ►Consolidated ►Equity method ►Equity method ►Consolidated ►Consolidated

Summary – Wind Portfolio

1. Based upon EME’s investment contribution


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High

Lonesome

Laredo Ridge

Sleeping Bear Taloga Pinnacle Other Wind

Projects

Location ►Willard, NM ►Petersburg, NE

►Woodward, OK

►Putnam, OK

►Keyser, WV ►Varied: IA, MN, PA, UT

Customer ►Arizona Public Service Company

►NPPD ►Public Service Company of Oklahoma

►Oklahoma Gas and Electric

►Maryland Department of General Services / University System of Maryland

►Varied: 13 PPA and 1 Merchant

Nameplate Capacity ►100 MW ►80 MW ►95 MW ►130 MW ►55 MW ►14 projects totaling 399 MW (EME pro rata)

EME % Ownership ►100% ►100% ►100% ►100% ►100% ►Varied (75 – 100%)

Accounting Method ►Consolidated ►Consolidated ►Consolidated ►Consolidated ►Consolidated ►Consolidated

Summary – Wind Portfolio (cont’d)


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American Bituminous Doga

(Turkey)

Other

Projects

Location ►Grant Town, WV ►Near Istanbul, Turkey

►Chicago, IL (Oil)

►Huntington, NY (Biomass)

Capacity ► 80 MW ► 180 MW ► 315 MW oil peakers

► 9 MW biomass2 (EME pro rata)

Fuel ►Waste coal ►Natural gas ►Oil and biomass(1)

EME % Ownership ► 50% ► 80% ► 100% oil

► 38%

Accounting Method ►Consolidated ►Cost ►Oil: consolidated

►Biomass: equity method2

Summary – Other

1. EME has 38% stake in Covanta Huntington, L.P., which owns a 25 MW waste-to-energy facility


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Broken Bow (1)

Cedro Hill Crofton Bluffs Mountain

Wind I Mountain Wind II

Location ►Custer County, NE ►Webb County, TX ►Knox County, NE ►Uinta County, WY ►Uinta County, WY

Customer ►Nebraska Public Power District (―NPPD‖) (A credit rating)

►City Public Service of San Antonio (AA credit rating)

►NPPD (A credit rating)

►PacifiCorp (A- credit rating)

►PacifiCorp (A- credit rating)

Nameplate Capacity ►80 MW

►150 MW

►40 MW ►61 MW

►80 MW

EME % Ownership ►100%

►31%(2) ►31%(2) ►31%(2) ►31%(2)

Accounting Method ►Consolidated

►Consolidated ►Consolidated ►Consolidated ►Consolidated

Summary – Capistrano Wind Partners

1. Sale of Broken Bow to Capistrano Wind Partners expected to be completed in January 2013 2. Based upon EME’s share of CWP’s purchase price


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Capistrano Transaction Overview

Economics (2)

Projects sold by EME to CWP at Fair Market Value

Investors’ funding portion set by formula

Tax sharing agreement directly between MEHC and Capo Wind (Holdco of CWP)

Capo Wind allocates 99% of tax attributes to MEHC and agrees to contribute 90% of cash tax payments received from EIX to Capistrano with remaining 10% indirectly paid to EME

CWP uses project cash flows and tax sharing contributions to make distributions to partners

Investors get priority distributions until flip date

Thereafter, 55% to Edison and 45% to Investors

CWP and/or Projects also pay EME additional fees for management

Roles

EME/affiliates develop/build/operate projects and manage CWP

Investors generally passive with protective voting rights and covenants

Overview

Capistrano Wind Partners (CWP) formed February 13, 2012 by EMG, TIAA-CREF, and CIRI (an Alaskan native corporation) $460 million commitment for wind development:

Operating projects transferred – Cedro Hill, Texas (150 MW) and Mountain Wind I and II, Wyoming (141 MW) & the initial transaction netted EME ~$235 million in liquidity at completion of final projects

Additional Projects being transferred into CWP – Crofton Bluffs Nebraska (40MW) completed in Dec 2012 and Broken Bow I, Nebraska (80 MW) is expected in Jan 2013. Through these transfers EME recovers $140 million (less transaction costs) previously used to fund construction

In Dec. 2012, AMP Capital Investors (via Rest Infrastructure Trust) has been added as an additional investor

EME retains an economic interest and will continue to operate and consolidate projects

Capitalization ($ Millions)

Total Committed Capital (1)

$460.0 Total Investors:

$460.0

Funded At Closing

$238.0 Cedro:

MW I:

MW II:

$105.9

$50.8

$81.3

Fund Upon Project COD and CPs

$140.4 Broken Bow:

Crofton:

$94.0

$46.4

Remaining Committed

$81.6 Available for future projects:

$81.6

1. Prior to Feb 2014, Total Committed Capital can be increased from $460 million to $560 million at EME/MEHC’s sole discretion 2. Simplified cash flow waterfall


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2) Environmental Compliance Overview


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Regulatory Framework – Illinois

The Combined Pollutant Standard (―CPS‖) for air emissions is the key environmental framework for the Illinois assets

Addresses Mercury, NOx and SO2

Entered into in 2006 with the Illinois EPA and adopted as a formal state rule in 2007

CPS was crafted to anticipate potential federal regulations

Status: NOx retrofits complete on all units; Mercury control installations complete on all units utilizing Activated Carbon Injection; Construction of SO2 controls is underway at Powerton (unit 6), preliminary engineering, technical analysis underway on balance of units as needed

Strategy: Ensure CPS satisfies all Federal rules and that additional state and federal water regulations do not mandate additional, material capital expenditures


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NOx

SO2

Construction timeline

Fleet-wide average emission rate (lb/mmbtu)


Fleet-wide average emission rate (lb/mmbtu)

Mercury


Fleet-wide average emission rate (lb/GWh)

2013 2014 2015 2016 2017 2018 2019

0.11

Waukegan 7

Waukegan 8 Joliet, Powerton,

Will County

Waukegan 7 0.008 or 90% reduction

Will County 3

2012 Emissions1

ACI $45 million

Completed

0.0074 or 87.8% reduction for

fleet

0.10

0.43 0.41 0.28

0.195 0.15

0.13 0.11

Fleet-wide requirement

Unit-specific requirement

SNCR $105 million

US EPA MATS Deadline

1. Based on tests administered closest to year ended December 31, 2012, and submitted to Illinois EPA for compliance

EME 2006 Illinois CPS Agreement

0.44


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Proposed variance from CPS filed with Illinois Pollution Control Board November 30

If granted, would defer approximately $200.0 million CapEx from 2013-14 (short term liquidity improvement relative to projections)

Illinois EPA fully briefed

Public hearing January 29; environmental opposition expected; due for board order in early April

Proposed variance would extend deadline to retrofit Waukegan Unit 8 from end of 2014 to May 31, 2015, with unit offline as of December 31, 2014 until work completed

Proposed variance would provide relief from current SO2 emission rate limit in 2015 and 2016

Emission rate cap of 0.38 lbs./MMbtu in each year compared to current limits of 0.28 in 2015 and 0.195 in 2016

Proposed variance would set annual SO2 tonnage cap for 2013-16 (consistent with internal outlook) to guarantee "no environmental harm"

Resumes current CPS schedule in 2017 to comply with federal regulations

Pending Illinois Pollution Control Board rulemaking on thermal discharge limits into waterways adjacent to plants will impact Will County and Joliet stations

Managing appeals from U.S. Department of Justice in New Source Review litigation

USEPA rules allow for one-year extension for compliance with Mercury and Air Toxics Standards (from April 2015 to April 2016) subject to certain conditions

Ongoing Efforts to Achieve Regulatory Relief / Certainty


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Federal Regulatory Framework

Potential Compliance Technologies

Pollutant(s) Regulations Timing

SO2

EPA Cross State Air Pollution Rule (CSAPR)

Dry Sorbent Injection, Wet Limestone or Dry Flue

Gas Desulphurization (―FGD‖)

Final CSAPR – July 2011 CSAPR Phase 1 – 20121

CSAPR Phase 2 – 2014 Remanded by court to

USEPA

NOX EPA CSAPR1 SCR, SNCR

Final CSAPR – July 2011 Implementation – 2012 Remanded by court to

USEPA

Mercury Air Toxics Standards (―MATS‖), Acid

Gases and Metals

EPA National Emission Standard for Hazardous Air Pollutants

(―NESHAP‖)

ACI, FGD, Baghouses, Electrostatic Precipitators (―ESP‖)

Proposal – Mar 2011 Final – Dec 2011

Implementation – Jan 2015

SO2, NO2, PM2.5 and Ozone

National Ambient Air Quality Standard (―NAAQS‖)

FGD, SNCR/SCR, Baghouses, ESPs Initial Rules – 2010-12

Implementation – 2015-22

Greenhouse Gases EPA New Source Performance Standard (―NSPS‖)/Legislation

Unknown EPA NSPS Proposal – March

2012 Legislation – Unknown

Water Quality EPA’s Clean Water Act Section

316(b) Rule Modified Traveling Screens, Closed

Loop Cooling Proposed Rule – March 2011

Final Rule – July 2013

Coal Ash Coal Combustion Residuals

Rule

Ash Handling System Replacement, Pond Closure or Relining, Leachate

Collection

Proposed Rule – June 2010 Final Rule – may be delayed

to as late as 2014

1. CSAPR implementation pending ruling on court appeal expected this summer


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Environmental Compliance Summary

Compliance plans to satisfy CPS and MATS may include multiple approaches based on market conditions

Plant closures

Plant derates

Utilization of ultra-low sulfur coal

Dry scrubbing with sodium based sorbents

Upgrades to particulate removal systems

Plant closures:

In February 2012, MWG decided to shut down its Crawford and Fisk stations in September 2012

Joliet 6 economics are challenging due to market dynamics, unit size and need to retrofit SO2 controls in support of post-2018 CPS requirements


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Midwest Generation Compliance

1. Will County 3 requires particulate removal upgrades in 2015 to comply with the CPS requirements

Unit Operating

Capacity (MW)

2011 Generation

(GWh)

% of Regional

Fleet

IL EPA SO2 Compliance

Deadline

Notes (for illustrative purposes only – subject to further evaluation and refinement)

Crawford 532 2,400 8.5%

Fisk 326 1,589 5.6%

Waukegan 7, 8 689 3,898 13.9% 2013/2014 ► Unit 7: TBD ► Unit 8: SO2 CPS solution to be

implemented by 2015

Joliet 6 290 1,675 5.9% 2018 ► Potentially derated 10-20% in 2015

Joliet 7, 8 1,036 5,907 21.0% 2018 ► SO2 CPS solution to be implemented by 2015

Will County 3, 4 761 3,492 12.4% 2018(1) ► Unit 3: TBD ► Unit 4: SO2 CPS solution to be

implemented by 2015

Powerton 5, 6 1,538 9,184 32.7% 2018 ► SO2 CPS solution to be implemented by 2015

Total 5,172 28,145


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Potential Portfolio SO2 CPS Solution

2013 2014 2015 2016 2017 2018 2019

JO 6 TBD

JO 7 Trona+Ext ESP

JO 8 Trona+Ext ESP

PO 5 Trona+Ext ESP

PO 6 Trona+ ESP

WA 7

WA 8 Trona+Ext ESP

WC 3 Derate

WC 4 Trona+Ext ESP

Capex ($ MM) 109 328 148

2013 2014 2015 2016 2017 2018 2019

JO 6 TBD

JO 7 Trona+Ext ESP

JO 8 Trona+Ext ESP

PO 5 Trona+Ext ESP

PO 6 Trona+ ESP

WA 7

WA 8 Trona+Ext ESP

WC 3 Derate

WC 4 Trona+Ext ESP

Capex ($ MM) 52 117 316 115

Derate

TBD

TBD

Current CPS Compliance

Delayed CPS Compliance

Derate

TBD

TBD


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Mercury Control

Activated carbon injection systems installed and commissioned in accordance with CPS

Crawford, Fisk and Waukegan systems operational July 2008

Balance of plants operational July 2009

Norit is the original equipment supplier

Extensive work has been completed to date to maximize mercury removal, increase system reliability and reduce PAC consumption

Changes in lance design, injection location, injection fan capacity and testing of different sorbent types

Installation of mercury sorbent traps in progress as part of compliance verification program prior to opting in under CPS 90% rule

All units except Waukegan 7 and Will County 3 now achieving 90% removal or 0.008 lbs/GwH standard and already comply with federal mercury rules that take effect in April 2015

Waukegan 7 and Will County 3 system performance is limited by hot side precip which will be addressed by conversion to cold side precip or the addition of a baghouse under CPS


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SNCR Projects – NOx Control

CPS NOx compliance achieved via the installation of SNCRs on all units within the fleet except Fisk (shutdown 9/2012) and Waukegan

Fleet performance through end of 2012 averaging 0.100 lbs/mmbtu NOx

Waukegan 7&8 averaging 0.113 and 0.112 respectively without SNCRs

Current plan is to average Waukegan with the broader Illinois portfolio

Do not anticipate having to install additional controls at Waukegan

Contingencies: Additional boiler tuning to reduce baseline NOx

Retractable lances at Powerton for full load NOx reduction

Relocate SNCR system(s) from Crawford station after shutdown

New SNCRs at Waukegan $21.6MM

SNCRs supplied by FuelTech, a leader in SNCR Technology

BOP engineering and construction by GSL (Graycor – Sargent & Lundy)

All systems installed and operational; tuning and optimization will continue

Yara is under contract to supply solutionized urea under a multi year option agreement


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SO2 Control – Dry Sorbent Injection

Dry Sorbent Injection (―DSI‖) utilizing trona has been selected as the preferred SO2 control technology

Low capital cost and short implementation time table

Deployable in 18-22 months versus 38-46 months for conventional DFGD

Can achieve 90%+ SO2 removal

Co-benefit of improved ESP performance and acid gas removal (MATS)

Competitive VOM when used in conjunction with ultra low sulfur PRB coals

Accepted by USEPA under final HAP MACT and IEPA under CPS

Waukegan 7 construction permit received, and IL Pollution Control Board approved extension for completion of Trona installation from end of 2013 to end of 2014

Powerton construction permits received February 2011 and Powerton unit 6 construction is underway, completion of Phase 1 estimated to be Sept 2013


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32

SO2 Control – Dry Sorbent Injection (cont’d)

A number of important considerations must be taken into account when using DSI

Particulate removal to address HAP MACT standards

Transportation, storage and milling of trona on-site

Screening of qualified vendors has focused on capital cost, life cycle cost including O&M and trona consumption associated with SO2 removal linked to grind particle sizing

Mill technology and proof of mills in this application has been a key variable in the review process

United Conveyor Corp (―UCC‖) / O’Brien & Gere selected as equipment supplier

Waukegan construction started October 2011 to preserve construction permit. Construction suspended after receipt of one year permit extension from IEPA

Powerton unit 6 construction underway, implementation is broken into two phases to maximize deferral of capital; Phase 1 up to 50% SO2 removal; Phase 2 greater than 50% SO2 removal

Phase I will be completed and operational September 2013

Phase II will be implemented at a later date as needed to meet CPS


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33

SO2 Control – Dry Sorbent Injection (cont’d)

Current plans are to deploy a number of particulate control upgrades as part of the DSI program

High frequency Transformer Rectifiers (―TR‖) sets

All units

Rigid Electrodes (select units on an as-needed basis)

Added ESP fields and potentially adding height to increase volume

Waukegan 8, Crawford 7&8, Fisk, and Will County 3

The ―hot to cold‖ ESP Conversion at Waukegan 7 and Will County 3 is anticipated to significantly improve existing ESP performance negating the need for baghouses

Currently don’t anticipate having to add polishing baghouses but analysis is still underway

Objective is to optimize particulate removal efficiency at the lowest overall capital cost

Sargent & Lundy and Southern Environmental (SEI) are currently engaged to complete unit level review of ESPs


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34

City of Chicago Agreement (February 2012)

Negotiated agreement with mayor’s office and environmental advocates on date-certain shutdowns of Fisk and Crawford included dismissal of certain litigation pursued by environmental groups, neutrality from environmental groups on extension of Waukegan Unit 7 retrofit deadline under CPS, and creation of a mayor’s task force to solicit public comment on future of sites and encourage redevelopment

Company will adhere to city codes in maintaining properties

USEPA conducted air monitoring around sites in December at request of environmental justice groups

EME is currently negotiating the sale of the Fisk/Crawford properties including all associated plant equipment and liabilities associated with the future demolition and reclamation of the property

Initiated sales process with 40 prospective buyers, prequalified 25 to bid

Currently negotiating final terms with three finalists; value ranges up to $9MM


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3) California Market Overview


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36

CHP Settlement – Procurement

The California Public Utilities Commission (―CPUC‖) approved the Combined Heat and Power (―CHP‖) Settlement in December 2010 and it became effective November 23, 2011

CHP Settlement sets 3000 MW procurement target for IOUs

Each IOU is to conduct three CHP-only RFOs during the Initial Period—the first round has been completed

PPA Term of up to 7 years for existing or expanded capacity; up to 12 years for new or repowered capacity

Former CHP may bid

Includes 150 MW at Sycamore, 225 MW at Kern River, and 75 MW at Midway-Sunset that are not in current cogeneration operation

Pricing as agreed by the parties in competitive bid

Curtailment for system emergencies or overgeneration

Bilateral PPA negotiations are also permitted

Kern & Sycamore succeeded in obtaining new 7 year PPAs in first round


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37

Gas Portfolio Status

Contracted Long Term - Midway Sunset (2016), Westsides (2016), Sycamore (2020), Kern (2020), Walnut Creek (2023)

Midway Sunset bidding in CHP RFOs to extend PPA and sell peaking capacity from idle turbine

Contracted Short Term - Watson

Watson – Executed a Transition PPA through June 2015; will bid for 7 year CHP RFO through 2021

Extend facility Contracts as required- steam sales, power sales, water supply, etc.

Uncontracted- Sunrise

Merchant energy sales managed by EMMT (power) and Chevron (gas)

Cold standby in Feb-May due to seasonal low margins

Seeking later tolling opportunities with IOU or marketer

Jul-Sep 2013 Resource Adequacy (―RA‖) sold to PG&E & SDG&E; marketing future RA


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38

CA IOU PPA Opportunities

Capacity

Executed Transition

PPA(1)

Eligible for RFO PPA(2)

Executed SCE

RFO PPA

Executed PG&E

RFO PPA

Kern 75 MW Cogen 1 2013 Through 2020

225 MW CT 2,3,4 2013 Through 2020

Sycamore 150 MW Cogen 1,2 2013 Through 2020

150 MW CT 3,4 2013 Through 2020

Watson 416 MW Cogen Through mid-2015

√ 7 yr term

Westsides 160 MW Cogen Through 2016

Midway Sunset 150 MW Cogen 1,2 √ 1 Cogen to 2020

Through 2016

75 MW Idle CT √ to 2020

Sunrise 586 MW CC, DB

Walnut 479 MW CTs Through 2023

1. Transition PPA ends when CHP PPA is executed but no later than July 2015

2. Three CHP RFOs issued annually starting 1Q2012 (approximate timing) √ eligible

Periodic ―All Source‖ RFOs provide limited opportunity for a Sunrise PPA


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4) Operational and Safety Overview


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40

Coal & Gas Fleet Performance – Equivalent Unplanned Outage Rate (“EUOR”)


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41

UI TPC

Median 78.90 42.44

Best Quartile 84.24 35.36

For similar utilized units MWG has lower Total Production Cost.

Total Production Costs vs. Utilization Index for PJM Coal Units with >25% Capacity Factor (2009-2011)


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42

Most EME units have better than median EUOR; Non-fuel O&M is above median for most units.

EUOR NFOM

Median 13.08 14.19


Non-fuel O&M Costs vs. EUOR for PJM Coal Units with >25% Capacity Factor (2009-2011)


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43

Benchmark Results – Small Units (40 – 200 MW)

Best

Quartile

EAF NFOM

Median 90.64 9.41


EAF levels for most EME units were at or better than best quartile levels with Non-fuel O&M costs lower/better than median

levels

Small Unit Gas Plant Benchmarks


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Nov-12

44

Wind Fleet Performance – Equivalent Availability Factor

November 2012 Wind EAF – 12 Month Rolling

Better


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45

EME Fleet Performance - Safety

12 Month Rolling Trend

0.42

7


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46

Edison Mission Marketing & Trading (EMMT)

EMMT activities are a key element in optimizing the value of the EME portfolio

Manages merchant assets and provides bidding, scheduling and dispatch services for the

EME merchant generating fleet

Sells output in open market for merchant plants

Manages gross margin and recommends and implements hedge strategies

Manages fuel procurement and hedging

Manages contracted assets

Manages partnerships

Manages and administers power purchase agreements

Manages stakeholder issues, e.g., local landowner issues

Proprietary trading across a range of energy products

Also responsible for market policy activities and advocacy

Assessment of new policies

Critical understanding is a key component to optimizing plant values by enabling

favorable regulatory outcomes and for proprietary trading activities


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47

$150

$101 $107 $88

$29

$82 $66 $70

$0

$50

$100

$150

$200

2005A 2006A 2007A 2008A 2009A 2010A 2011A 2012E

Edison Mission Marketing & Trading (EMMT)

Proprietary trading in markets where it is active in merchant generation

Primarily trade congestion products in west and eastern markets

Increasingly active in coal, gas and weather markets

Closely aligned to underlying analysis required to manage the merchant coal plants

Additional activities targeting transmission upgrades to relieve bottlenecks

Benefits in the form of congestion and capacity rights

Trading group of 15 individuals

Supported by analytical and market policy resources

Controls on types and sizes of exposures

VaR; stress and scenario testing; volumetric, duration, and credit limits

EMMT Proprietary Trading Revenue EMMT Proprietary Trading

$ in mm


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48

EMMT FTR Trading Performance

EMMT is among top performers in PJM and MISO FTR trading Significant market participation since 2007

Approximately 150 market participants in PJM Approximately 100 market participants in MISO

EMMT has consistently been among the top 10 most profitable participants as measured by realized gross P&L(1)

1. Other than 2009 PJM results

2. Summary includes all positions for delivery in a given calendar year. Gross P&L calculated as day-ahead settlement price minus original auction price. Costs not included in calculation: underfunding charges, capital costs, and other administrative costs

Mark

et

Gro

ss P

&L (

$M

M)

Mark

et

Gro

ss P

&L (

$M

M) E

MM

T G

ross P

&L ($

MM

)

PJM FTR Gross P&L: EMMT vs. Market (2) MISO FTR Market Gross P&L: EMMT vs. Market (2)

EM

MT G

ross P

&L ($

MM

)

$17

$9

$(1)

$10

$21

$16

$(50)

$(40)

$(30)

$(20)

$(10)

$-

$10

$20

$(1,200)

$(1,000)

$(800)

$(600)

$(400)

$(200)

$-

$200

$400

$600

2007 2008 2009 2010 2011

Bottom 10 Participants Total Gross P&L ($MM)

Top 10 Participants Total Gross P&L ($MM)

Middle Participants Total Gross P&L ($MM)

EMMT Gross P&L ($MM)

$61

$21

$10 $13 $8

$33

$(45)

$(30)

$(15)

$-

$15

$30

$45

$60

$75

$90

$(200)

$(100)

$-

$100

$200

$300

$400

$500

2007 2008 2009 2010 2011

Bottom 10 Participants Total Gross P&L ($MM)Top 10 Participants Total Gross P&L ($MM)Middle Participants Total Gross P&L ($MM)EMMT Gross P&L ($MM)

2012 2012

$ in mm


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III. Financial Overview


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50

Edison Mission Corporate Organization & Principal Obligations(1)

Edison International

Midwest

Generation EME,

LLC

Viento Funding II

Credit

Agreement

(2016)

($200MM debt)

Edison Mission

Marketing &

Trading

Big 4 Projects

Kern River (50%)

Midway-Sunset (50%)

Sycamore (50%)

Watson (49%)

Edison Mission Group Inc.

Edison Mission

Midwest Holdings

Viento Subs Edison Mission Midwest

Mission Wind New

Mexico

Mission Wind Texas

Mission Wind Wildorado

Midwest Generation

LLC

Participation agreement

Facility lease with Powerton & Joliet lessors

Westside

Projects (50%)

Coalinga Mid-Set Salinas River Sargent

Canyon

Other

Big Sky

($219MM debt)

Goat Wind

High Lonesome

($69MM debt)

Laredo Ridge

($72MM debt)

Sleeping Bear

Storm Lake

Taloga

American

Bituminous

($46MM debt)

Doga (Turkey)

Tapestry

($212MM debt)

Other projects

($49MM debt)

Powerton & Joliet

Lessors

•Lease indenture (due

2016)

•$345MM lessor notes

outstanding

MEHC


Sunrise Project

(50%)

Capistrano Wind

Partners

Cedro Hill

Term Loan

($126MM debt)

Broken Bow

($52MM debt)

and

Crofton Bluffs

($27MM debt)

Walnut Creek

$319MM debt Additional

$51MM at WCEP Holdings

Future Amount: $495MM

1. Principal obligations in italics; debt balances as of 12/20/12 and exclude letters of credit and working capital facilities; Letter of credit facilities of various project financings amounted to approx. $164.0 million


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51

Capitalization Summary

Source: Company financials

1. Debt balances as of 12/20/12 and exclude letters of credit and working capital facilities; Letter of credit facilities of various project financings amounted to approx. $164.0 million

2. All amounts illustrated based on contractual spread as of 12/20/12, however, term loans are subject to traditional rate step ups. In addition, many floating rate notes are also subject to swap agreements locking in LIBOR rates

Issue

Amount

Outstanding (1)

Maturity Coupon (2)

Big Sky Wind Vendor Financing $219.4 10/02/14 L + 350 bps

Broken Bow Wind Term Loan 52.0 12/21/27 L + 288 bps

Cedro Hill Wind Term Loan 125.8 12/31/25 L + 300 bps

Crofton Bluffs Term Loan 27.0 12/14/27 L + 288 bps

Laredo Ridge Term Loan 72.2 03/31/26 L + 275 bps

Tapestry Wind Term Loan 211.6 12/21/21 L + 250 bps

Viento Funding II Term Loan 199.6 12/31/20 L + 275 bps

Walnut Creek Energy Construction Loan 319.0 06/30/13 L + 225 bps

WCEP Holdings Construction Loan 51.5 06/30/13 L + 400 bps

American Bituminous Power Partners Bonds 46.0 10/01/17 Tax-Exempt Weekly

High Lonesome Mesa Bonds 69.3 11/01/17 685 bps

Total Project Debt $1,393.4

Senior Unsecured Notes due 2013 $500.0 06/15/13 7.50%

Senior Unsecured Notes due 2016 500.0 06/15/16 7.75%

Senior Unsecured Notes due 2017 1,200.0 05/15/17 7.00%



Total Recourse Debt $3,700.0

Total Debt $5,093.4

$ in mm


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52

Historical Financials

Source: Company filings

1. Includes Homer City plant impairment, Midwest Generation Stations impairment, Wind projects impairment and other charges, and other charges

Fiscal Year Ending December 31,

(US$ in millions) 2006A 2007A 2008A 2009A 2010A 2011A

Total Operating Revenues $2,239 $2,580 $2,811 $2,377 $2,423 $2,180

Operating Expenses

Fuel $645 $684 $747 $796 $809 $799

Plant Operations 511 584 621 579 654 709

Plant Operating Leases 176 176 176 177 178 177

Depreciation and Amortization 144 162 194 236 248 310

Administrative and General 140 204 207 196 182 180

Other 0 6 14 4 45 1,746

Total Operating Expenses $1,616 $1,816 $1,959 $1,988 $2,116 $3,921

Operating Income $623 $764 $852 $389 $307 ($1,741)

Other Income (Expense)

Equity Income from Unconsolidated Affiliates 186 200 122 100 104 86

Interest Income 97 85 26 7 2 1

Interest Expense (279) (273) (279) (296) (263) (323)

Other Income (Expense), Net (123) (142) 22 17 28 45

Total Other Income (Expense) ($119) ($130) ($109) ($172) ($129) ($191)

Income (Loss) From Continuting Operations Before Tax and Minority Interest 504 634 743 217 178 (1,932)

Provision (Benefit) for Income Taxes 189 219 243 16 19 (856)

Minority Interest 1 1 0 3 1 1

Income (Loss) From Continuing Operations $316 $416 $500 $204 $160 ($1,075)

Income from Disc. Ops. and Effect of Change in Accounting 98 (2) 1 (7) 4 (3)

Net Income Attributable to EME Common Shareholder $414 $414 $501 $197 $164 ($1,078)

EBITDA $831 $985 $1,190 $745 $688 ($1,300)

Production Tax Credits 16 27 44 56 62 66

Plus: Asset Impairment / Other ¹ 146 161 14 4 45 1,746

Adjusted EBITDA $993 $1,173 $1,248 $805 $795 $512

(1)


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Gas Production Increased production to better calibrate to actual historical production; long-run production trend

similar; long term demand reflects coal retirements (including through coal to gas switching)

Gas Demand Reflects near term weather impacts

LNG Exports Addition of 3Bcfd of exports from the U.S. Gulf Coast by 2019

Coal Prices Reduced pricing as a result of lower demand due to coal retirements and update of extraction /

transportation costs

Operating Model Assumptions

EME has developed its operating model using a combination of forward market pricing as of September 28, 2012 (through 2015) and ICF’s fundamental forecast(1) for 2016 onwards

Projections reflect actual results of RPM capacity auction through planning year 2015/2016

For illustrative purposes, financial projections and tax payments are illustrated based on publicly disclosed information in the 8-K dated 12/17/12 and do not reflect any potential changes subsequent to that date (including changes to bonus depreciation for tax year 2013)(2)

Projections assume tax sharing payments by EIX will continue though 2014 as indicated in the draft plan support agreement

Projections include the following recent and near term considerations:

1. ICF Forecast (with no National CO2 Policy) as of Q2 2012. Projections developed prior to CSAPR ruling but are not expected to change materially as a result of the new ruling

2. On 01/01/13, fiscal cliff legislation extended 50% bonus depreciation for one year (through 2013). Based on preliminary analysis, this extension is anticipated to result in a reduction in tax sharing payments to EME of approximately $400 million in 2014

53


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Base Case and Downside Case Sensitivity Assumptions

EME’s financial projections have been sensitized based on a number of key variables

CASE DETAILS

REGULATORY

FRAMEWORK AND TIMING

CAPITAL COSTS GAS ENERGY AND PEAK

DEMAND GROWTH COAL RETIREMENTS

Base Case CSAPR 2013; assurance provisions 2014

MATS retire by 2015/retrofit by 2016

No National CO2 Policy

Latest ICF Capital Costs

10 year book life for retrofits

LNG exports total 5 Bcfd by 2020 (3 from Gulf Coast, 2 from BC)

Some new regulations on fracking water disposal, but no major restrictions

E&P cost increase at 1.7% per year

U.S. Energy AAGR of 1.3% (2012 – 2035)

PJM Energy AAGR of 1.2% (2012 – 2035)

38 GW economic retirements based on fundamentals gas curves through 2015

Downside Potential (High Technological Advancement Case)

Same as Base Case Lower capital costs due to assumed technological improvements

Decreased power sector demand due to lower load growth

No US LNG exports; 0.5 Bcfd from BC

Increased access in NY State increases Marcellus growth by 1 Bcfd

E&P cost increase at 1.3% per year

Lower EIA load growth (0.8% U.S. wide between 2012 and 2035)

87 GW retirements based economic retirements through 2015

54


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55

Financial Projections – Key Assumptions

$3.8

$4.2$4.4

$5.2

$5.6

$4.7$4.9

$3.0

$4.0

$5.0

$6.0

2013 2014 2015 2016 2017

Base Case Downside Case

Henry Hub Natural Gas ($ / MMbtu)

$37.9

$38.9

$39.3

$40.4

$42.2

$37.8

$39.2

$39.2$38.9

$40.3

$34.0

$37.0

$40.0

$43.0

2013 2014 2015 2016 2017


Delivered Coal Price ($ / ton)

$30.6 $31.3$32.3

$42.2$45.3

$26.3 $26.3 $25.4

$37.3$38.7

$12.0

$20.0

$28.0

$36.0

$44.0

$52.0

2013 2014 2015 2016 2017


NI Hub Flat Prices ($ / MWh)

22.5

19.8

16.7

22.9 23.1

18.5

16.0

12.8

22.7 22.4

5.0

10.0

15.0

20.0

25.0

30.0

2013 2014 2015 2016 2017


MWG Generation (TWh)


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56

EBITDAR Summary

$ in mm, except where otherwise stated

EBITDAR Summary

Source: Company filings; 8-K dated 12/17/12

1. For illustrative purposes only, projections assume Powerton and Joliet leases remain in place and are not modified in connection with the Company’s Chapter 11. No determination has been made regarding the assumption or rejection of the financing or treatment of the financing in connection with the Chapter 11

2. Includes capacity revenues of $35 million, $141 million and $193 million in 2013, 2014 and 2015, respectively. Capacity revenues after 2015 based on ICF International’s forecast

3. 2015 through 2017 includes an annual $15 million reduction for pension and PBOP expenses

4. Amount represents EME’s proportional EBITDA share in the Big Four, Westsides and Sunrise projects

5. Excludes production tax credits and operational cash flows associated with the Big Sky Project after 2013. Includes Capistrano and EME’s proportional EBITDA share in Elkhorn Ridge and San Juan Mesa

6. Consists of American Bituminous, Doga (Turkey) and the Huntington Waste-to-Energy Project

7. Represents standalone operations and excludes any hedging activities related to the other business segments and excludes certain costs associated with the EMMT operations which are included in Corporate G&A

8. Excludes restructuring costs and net of other EME corporate revenues. 2013 through 2017 includes an annual $6 million reduction of EIX overhead proposed to be eliminated as part of the restructuring. 2015 through 2017 includes an annual $11 million reduction for pension and PBOP expenses proposed to be assumed by EIX, including the liabilities retained by EME, as part of the restructuring

Base Case 2013E 2014E 2015E 2016E 2017E

Midwest Generation (1)(2)(3) ($119) ($72) ($20) $168 $200

Walnut Creek 68 83 84 84 84

Other Gas Projects (4) 39 59 48 49 60

Wind Projects (5) 178 181 182 184 185

Other Projects (6) 15 21 16 17 14

EMMT (7) 65 65 65 65 65

Corporate G&A (8) (105) (107) (99) (101) (103)

Base Case Adjusted EBITDAR $141 $230 $276 $465 $505

Plus: Production Tax Credits 80 79 80 75 58

Base Case EBITDAR $221 $309 $356 $540 $563

Base Case NI Hub Flat Energy Prices ($/MWh) $30.60 $31.30 $32.30 $42.20 $45.30

Base Case Power Generation (TWh) 23 20 17 23 23

Midwest Generation Downside Case EBITDAR (1)(2)(3) ($230) ($202) ($171) $70 $78

Downside Case NI Hub Flat Energy Prices ($/MWh) $26.30 $26.30 $25.40 $37.30 $38.70

Downside Case Power Generation (TWh) 19 16 13 23 22


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57

Capital Expenditures Summary

$ in mm

Capital Expenditures Summary


1. MWG environmental capex as shown is for illustrative purposes only and assumes the Powerton and Joliet leases remain in place with no modifications in connection with the Company’s Chapter 11. No determination has been made regarding the assumption or rejection of the financing or treatment of the financing in connection with the Chapter 11

2. Funded by project level debt at Walnut Creek

2013E 2014E 2015E 2016E 2017E

MWG Environmental CapEx (1) $109 $328 $148 $0 $0

MWG Station CapEx 22 37 31 0 0

Natural Gas Project CapEx (2) 65 0 0 0 0

Other CapEx 21 17 15 19 18

Total Capital Expenditures $217 $382 $194 $19 $18

Capital expenditures remain static across the Base and Downside Cases

On November 30, 2012 EME filed a petition with the Illinois Pollution Control Board to request a variance to its CPS requirements. Any variance granted by the Illinois Pollution Control Board could result in a material deferral of MWG environmental capital expenditures

The table below does not reflect this potential deferral and is subject to material change


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58

Base Case Cash Flow Summary

Base Case Cash Flow Summary



2. Tax payments are preliminary in nature and subject to revision and to changes in law. Excludes any audit payments related to outstanding tax disputes. On 01/01/13, fiscal cliff legislation extended 50% bonus depreciation for one year (through 2013). Based on preliminary analysis, this extension is anticipated to result in a reduction in tax sharing payments to EME of approximately $400 million in 2014

3. Represents a combination of working capital, deferred revenues, cash taxes paid after deconsolidation and other cash items

4. Excludes transaction fees

5. Includes approximately $200 million of cash that management believes is required to operate the Company in the ordinary course

6. Adjusted to exclude Midwest Generation EBITDAR, capex and PoJo payments. No adjustments made for changes in working capital or Corporate G&A

7. Includes Capistrano debt in the amount of $198 million as of December 31, 2013 with annual amortization per the terms of the indentures. 2014 includes a reduction of $222 million associated with certain operations ceasing to be part of continuing operations

8. Includes restricted cash at various subsidiaries and margin and collateral deposits at EMMT. Some portion of restricted cash is anticipated to be released upon emergence from bankruptcy

2013E 2014E 2015E 2016E 2017E

Adjusted EBITDAR $141 $230 $276 $465 $505

Less: PoJo Payments (1) (151) (151) (67) (26) (1)

Less: Capital Expenditures (217) (382) (194) (19) (18)

Plus: EIX Tax Refund to EME (2) 80 622 0 0 0

Less: Project Level Debt Amortization (17) (111) (113) (109) (106)

Less: Project Level Interest Payments (83) (75) (71) (67) (61)

Plus: Distributions from Uncons. Affiliates, Net (1) 2 (8) (2) 2

Minority Interests, Net (Including Capistrano) (3) (59) 20 (4) (29)

Other Cash Flows (3) 140 111 (61) (76) (32)

Less: Restructuring Costs (4) (36) (36) 0 0 0

Free Cash Flow ($148) $150 ($218) $163 $261

Beginning Cash Balance 670 522 672 455 618

Ending Cash Balance (5) $522 $672 $455 $618 $879

Illustrative Free Cash Flow Excluding MWG (6) $253 $739 $48 $22 $61

Beginning Cash Balance Excluding MWG 595 848 1,586 1,634 1,656

Illustrative Ending Cash Balance Excl. MWG $848 $1,586 $1,634 $1,656 $1,716

Total Project Level Debt (7) $1,461 $1,129 $1,016 $907 $801

December 31, 2012 Projected Unrestricted Cash Balances

Corporate Cash $401

EMMT 120

Midwest Generation 75

Other Project Level 75

Total Unrestricted Cash $670

Restricted Cash (8) $285

$ in mm


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59

Downside Case Cash Flow Summary

Downside Case Cash Flow Summary



2. Tax payments are preliminary in nature and subject to revision and to changes in law. Excludes any audit payments related to outstanding tax disputes. On 01/01/13, fiscal cliff legislation extended 50% bonus depreciation for one year (through 2013). Based on preliminary analysis, this extension is anticipated to result in a reduction in tax sharing payments to EME of approximately $400 million in 2014

3. Represents a combination of working capital, deferred revenues, cash taxes paid after deconsolidation and other cash items

4. Excludes transaction fees

5. Includes approximately $200 million of cash that management believes is required to operate the Company in the ordinary course

6. Adjusted to exclude Midwest Generation EBITDAR, capex and PoJo payments. No adjustments made for changes in working capital or Corporate G&A

7. Includes Capistrano debt in the amount of $198 million as of December 31, 2013 with annual amortization per the terms of the indentures. 2014 includes a reduction of $222 million associated with certain operations ceasing to be part of continuing operations

8. Includes restricted cash at various subsidiaries and margin and collateral deposits at EMMT. Some portion of restricted cash is anticipated to be released upon emergence from bankruptcy

2013E 2014E 2015E 2016E 2017E

Adjusted EBITDAR $29 $101 $125 $368 $383

Less: PoJo Payments (1) (151) (151) (67) (26) (1)

Less: Capital Expenditures (217) (382) (194) (19) (18)

Plus: EIX Tax Refund to EME (2) 81 644 0 0 0

Less: Project Level Debt Amortization (17) (111) (113) (109) (106)

Less: Project Level Interest Payments (83) (75) (71) (67) (61)

Plus: Distributions from Uncons. Affiliates, Net (1) 2 (8) (2) 2

Minority Interests, Net (Including Capistrano) (3) (64) 4 17 (29)

Other Cash Flows (3) 71 120 35 (85) (4)

Less: Restructuring Costs (4) (36) (36) 0 0 0

Free Cash Flow ($329) $47 ($288) $77 $166

Beginning Cash Balance 664 335 383 95 172

Ending Cash Balance (5) $335 $383 $95 $172 $338

Illustrative Free Cash Flow Excluding MWG (6) $184 $765 $128 $33 $88

Beginning Cash Balance Excluding MWG 589 773 1,538 1,666 1,699

Illustrative Ending Cash Balance Excl. MWG $773 $1,538 $1,666 $1,699 $1,788

Total Project Level Debt (7) $1,461 $1,129 $1,016 $907 $801

December 31, 2012 Projected Unrestricted Cash Balances

Corporate Cash $401

EMMT 114

Midwest Generation 75

Other Project Level 75

Total Unrestricted Cash $664

Restricted Cash (8) $285

$ in mm


0 / 106 / 83

255 / 208 / 69

118 / 120 / 123

60

Assumed Pension & PBOP Liabilities

$ in mm

Illustrative Pension & PBOP Liabilities Assumed in Proposed Restructuring


1. Excludes $14 million underfunded liability assumed by EIX in connection with certain discontinued operations

2. Reflects adjustment to account for the difference between Accumulated Benefit Obligation and Projected Benefit Obligation

Total Liability Transferred Under

as of 12/31/11 Proposed Restructuring Retained by EME

Non-Executive Retirement Plans ($91) $91 $0

Total PBOP (103) 51 (52)

Executive Retirement Plans (10) 10 0

Deferred Compensation (11) 11 0

Total Pension & PBOP ($215) $163 ($52)

Adjustment for Projected Benefit Obligation (2) 33 (33) 0

Net Pension & PBOP ($182) $130 ($52)

In connection with the proposed restructuring, EIX has agreed to assume all EME non-executive retirement plan liabilities ($91 million), executive retirement and executive deferred compensation plan liabilities ($21 million) and certain PBOP liabilities ($51 million). The schedule below summarizes the liabilities proposed to be assumed by EIX and those anticipated to be retained by EME under the proposed restructuring

Under the proposed restructuring, EIX would assume certain unfunded pension & PBOP liabilities upon completion of the bankruptcy. EME is obligated to continue to fund such benefits during the bankruptcy proceeding. The above table provides the estimated liabilities at December 31, 2011 for reference purposes. The Assumed Liabilities at the end of the bankruptcy proceeding will differ

These liabilities, including the liabilities retained by EME, correspond to an average cash funding requirement potential savings of approximately up to $26 million per year from 2015 to 2017

(1)

Documents

Presentation to Advisors to Senior Unsecured Notes€¦ · Presentation to Senior Unsecured Noteholders January 9, 2013 . EDISON MISSION ENERGY® ... Water Injection / SCR Water Injection