---

---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

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, 2002

Commission File Number 333-59348

---

MIDWEST GENERATION, LLC(Exact name of registrant as specified in its charter)

|Delaware                                                                   |  | 33-0868558                          
|-------------------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction
of incorporation or organization)             |  | (I.R.S. Employer Identification No.)
|One Financial Place
440 South LaSalle Street, Suite 3500
Chicago, Illinois |  | 60605                               
|(Address of principal executive offices)                                   |  | (Zip Code)                          

Registrant's
telephone number, including area code:(312) 583-6000

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

|None             |  | Not Applicable                             
|---------------- |  | -------------------------------------------
|(Title of Class) |  | (name of each exchange on which registered)

Securities
registered pursuant to Section 12(g) of the Act: 8.30% Series A Pass-Through Certificates due 2009
8.56% Series B Pass-Through Certificates due 2016(Title of Class)

---

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. YES ý NO o

Indicate
by check mark 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 o.

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

Aggregate
market value of the registrant's common equity held by non-affiliates of the registrant as of June 28, 2002: $0. Number of units outstanding of the
registrant's Membership Interests as of March 27, 2003: 100 units (all units held by an affiliate of the registrant).

---

---

---



EXPLANATORY NOTE

In Note 5 to the Financial Statements included in the Midwest Generation, LLC annual report on Form 10-K for the year ended
December 31, 2002 filed on March 28, 2003, the following paragraphs described guarantees and collateral related to a credit agreement of Edison Mission Midwest Holdings Co.:

"Each
of the subsidiaries of Edison Mission Midwest Holdings (including Midwest Generation) has executed full and unconditional guarantees in support of the borrowings under the credit
agreement on a joint and several basis. Edison Mission Midwest Holdings has no material assets apart from investments in its subsidiaries.

The
collateral for any borrowings under the credit agreement are secured by all of the assets of Midwest Generation, including a mortgage on real property and a security interest in all
bank accounts, insurance policies and other intangible assets whether now owned or thereafter acquired."

These
paragraphs incorrectly described the collateral and guarantees related to a credit agreement of Edison Mission Midwest Holdings Co. Accordingly, the financial statements have been
modified to correct this disclosure and are included in this Form 10-K/A. The corrected disclosure included in Note 5 is as follows:

"The
principal collateral for any borrowing under the credit agreement consists of restricted cash ($50 million at December 31, 2002), the pledge of intercompany promissory
notes from EME, pledges of ownership interests in subsidiaries of Edison Mission Midwest Holdings, including Midwest Generation, and a pledge of the ownership interest in Edison Mission Midwest
Holdings. In addition, Midwest Generation has executed a guarantee in support of the borrowings under the credit agreement."

Except
as described above, no other changes have been made to the annual report on Form 10-K filed on March 28, 2003. This Amendment No. 1 does not
update any other disclosures to reflect developments since the original date of filing.

The
following item of the original filing is amended by this Amendment No. 1:

Item 8.
Financial Statements and Supplementary Data

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

1

---



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

|Financial Statements: |                                                                                       | 
|--------------------- | ------------------------------------------------------------------------------------- | 
|                      | Report of Independent Accountants                                                     | 
|                      | Balance Sheets at December 31, 2002 and 2001                                          | 
|                      | Statements of Operations for the years ended December 31, 2002, 2001 and 2000         | 
|                      | Statements of Comprehensive Loss for the years ended December 31, 2002, 2001 and 2000 | 
|                      | Statements of Member's Equity for the years ended December 31, 2002, 2001 and 2000    | 
|                      | Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000         | 
|                      | Notes to Financial Statements                                                         | 

2

---



MIDWEST GENERATION, LLC  REPORT OF INDEPENDENT ACCOUNTANTS

To
the Member and Board of Managers of Midwest Generation, LLC:

In
our opinion, the financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Midwest Generation, LLC at
December 31, 2002, and the results of its operations and its cash flows for year ended December 31, 2002 in conformity with accounting principles generally accepted in the United States
of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) on page 95 present fairly, in all material respects, the
information set forth therein when read in conjunction with the related financial statements. These financial statements and financial statement schedule are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit. We conducted our audit of these statements in accordance with
auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The financial statements
of the Company as of December 31, 2001 and for the two years in the period ended December 31, 2001 were audited by other independent accountants who have ceased operations. Those
independent accountants expressed an unqualified opinion on those financial statements and financial statement schedule in their report dated March 25, 2002.

The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 5 to the financial statements, the
Company has $911 million in debt obligations that mature in December 2003. Uncertainty regarding the ability of the Company to repay, extend or refinance this obligation raises
substantial doubt about its ability to continue as a going concern. Management's plan in regard to this matter is described in Note 5. The financial statements do not include any adjustments
that might result from the resolution of this uncertainty.

As
discussed in Note 5, the Company has revised the description of the collateral for its parent's credit facility.

PricewaterhouseCoopers LLP
Los Angeles, California
March 25, 2003, except for the ninth paragraph of Note 5 as to which the date is May 2, 2003

3

---

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To
the Board of Managers of Midwest Generation, LLC:

We
have audited the accompanying balance sheets of Midwest Generation, LLC (a Delaware limited liability company) as of December 31, 2001 and 2000, and the related
statements of operations, comprehensive loss, member's equity and cash flows for the years ended December 31, 2001 and 2000 and the period from inception (July 12, 1999) to
December 31, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Midwest Generation, LLC as of
December 31, 2001 and 2000, and the results of its operations and its cash flows for the year ended December 31, 2001 and 2000 and the period from inception (July 12, 1999) to
December 31, 1999 in conformity with accounting principles generally accepted in the United States.



Orange
County, California
March 25, 2002

The aforementioned report on the balance sheets of Midwest Generation, LLC as of December 31, 2001 and 2000, and the related statements of operations, member's
equity, other comprehensive income (loss) and cash flows for each of the three years in the period ended December 31, 2001 is a copy of a previously issued Arthur Andersen LLP report.
Arthur Andersen LLP has not reissued this report.

4

---



MIDWEST GENERATION, LLC        BALANCE SHEETS        (In thousands)

|                                |                                                                  | December 31,                     
|------------------------------- | ---------------------------------------------------------------- | ---------------------------------
|
|Assets                         
|Current Assets                  |                                                                  |                                  
|                                | Cash and cash equivalents                                        |                                  
|                                | Accounts receivable, net of allowance of $4,269 in 2002 and 2001 |                                  
|                                | Due from affiliates                                              |                                  
|                                | Fuel inventory                                                   |                                  
|                                | Spare parts inventory                                            |                                  
|                                | Interest receivable from affiliate                               |                                  
|                                | Assets under price risk management                               |                                  
|                                | Other current assets                                             |                                  
|                                |                                                                  |                                  
|                                |                                                                  | Total current assets             
|                                |                                                                  |                                  
|Property, Plant and Equipment   |                                                                  |                                  
|                                | Less accumulated depreciation                                    |                                  
|                                |                                                                  |                                  
|                                |                                                                  | Net property, plant and equipment
|                                |                                                                  |                                  
|Notes receivable from affiliate |                                                                  |                                  
|Other assets                    |                                                                  |                                  
|                                |                                                                  |                                  
|Total Assets                    |                                                                  | $                                
|                                |                                                                  |                                  

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

5

---

MIDWEST GENERATION, LLC        BALANCE SHEETS        (In thousands)

|                                                                   |                                                                                  | December 31,              |          
|------------------------------------------------------------------ | -------------------------------------------------------------------------------- | ------------------------- | ---------
|
|Liabilities and Member's Equity                                    |                                                                                 
|Current Liabilities                                                |                                                                                  |                           |          
|                                                                   | Accounts payable                                                                 |                           | $        
|                                                                   | Accrued liabilities                                                              |                           |          
|                                                                   | Due to affiliates                                                                |                           |          
|                                                                   | Interest payable                                                                 |                           |          
|                                                                   | Interest payable to affiliates                                                   |                           |          
|                                                                   | Liabilities under price risk management                                          |                           |          
|                                                                   | Current portion of subordinated long-term debt with affiliate                    |                           |          
|                                                                   | Current portion of lease financing                                               |                           |          
|                                                                   |                                                                                  |                           |          
|                                                                   |                                                                                  | Total current liabilities |          
|                                                                   |                                                                                  |                           |          
|Subordinated revolving line of credit with affiliate               |                                                                                  |                           | 1,694,282
|Subordinated long-term debt with affiliate, net of current portion |                                                                                  |                           | 808,308  
|Lease financing, net of current portion                            |                                                                                  |                           | 2,169,855
|Deferred taxes                                                     |                                                                                  |                           | 73,354   
|Deferred coal and transportation costs                             |                                                                                  |                           | 50,000   
|Benefit plans and other                                            |                                                                                  |                           | 68,430   
|                                                                   |                                                                                  |                           |          
|Total Liabilities                                                  |                                                                                  |                           | 6,043,328
|                                                                   |                                                                                  |                           |          
|Commitments and Contingencies(Notes 9 and 10)                      |                                                                                  |                           |          
|Member's Equity                                                    |                                                                                  |                           |          
|                                                                   | Membership interests, no par value; 100 units authorized, issued and outstanding |                           |          
|                                                                   | Additional paid-in capital                                                       |                           |          
|                                                                   | Accumulated deficit                                                              |                           |          
|                                                                   | Accumulated other comprehensive loss                                             |                           |          
|                                                                   |                                                                                  |                           |          
|Total Member's Equity                                              |                                                                                  |                           | 457,291  
|                                                                   |                                                                                  |                           |          
|Total Liabilities and Member's Equity                              |                                                                                  | $                         | 6,500,619
|                                                                   |                                                                                  |                           |          

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

6

---

MIDWEST GENERATION, LLC        STATEMENTS OF OPERATIONS        (In thousands)

|                         |                                                         | Years Ended December 31, |        
|------------------------ | ------------------------------------------------------- | ------------------------ | -------
|
|Operating Revenues       |                                                         |                          |        
|                         | Energy revenues                                         |                          | $      
|                         | Capacity revenues                                       |                          |        
|                         | Energy and capacity revenues from marketing affiliate   |                          |        
|                         | Income (loss) from price risk management                |                          |        
|                         |                                                         |                          |        
|                         |                                                         | Total operating revenues |        
|                         |                                                         |                          |        
|Operating Expenses       |                                                         |                          |        
|                         | Fuel                                                    |                          |        
|                         | Plant operations                                        |                          |        
|                         | Asset impairment and other charges                      |                          |        
|                         | Settlement of postretirement employee benefit liability |                          |        
|                         | Depreciation and amortization                           |                          |        
|                         | Administrative and general                              |                          |        
|                         |                                                         |                          |        
|                         |                                                         | Total operating expenses |        
|                         |                                                         |                          |        
|                         | Operating income                                        |                          |        
|                         |                                                         |                          |        
|Other Income (Expense)   |                                                         |                          |        
|                         | Interest income and other                               |                          |        
|                         | Interest expense                                        |                          |        
|                         |                                                         |                          |        
|                         |                                                         | Total other expense      |        
|                         |                                                         |                          |        
|Loss before income taxes |                                                         |                          | (25,350
|Benefit for income taxes |                                                         |                          | 9,520  
|                         |                                                         |                          |        
|Net Loss                 |                                                         | $                        | (15,830
|                         |                                                         |                          |        

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

7

---



MIDWEST GENERATION, LLC        STATEMENTS OF COMPREHENSIVE LOSS        (In thousands)

|                                         |                                                                         | Years Ended December 31,                                                                                                                              |        
|---------------------------------------- | ----------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------- | -------
|
|Net Loss                                 |                                                                         | $                                                                                                                                                     | (15,830
|Other comprehensive expense, net of tax: |                                                                         |                                                                                                                                                       |        
|                                         | Unrealized gains (losses) on derivatives qualified as cash flow hedges: |                                                                                                                                                       |        
|                                         |                                                                         | Cumulative effect of change in accounting for derivatives, net of income tax expense of $15,870                                                       |        
|                                         |                                                                         | Other unrealized holding gains (losses) arising during period, net of income tax expense (benefit) of $(614) and $430 for 2002 and 2001, respectively |        
|                                         |                                                                         | Reclassification adjustment for gains included in net loss, net of income tax expense of $25 and $15,124 for 2002 and 2001, respectively              |        
|                                         |                                                                         |                                                                                                                                                       |        
|Other comprehensive expense              |                                                                         |                                                                                                                                                       | (999   
|                                         |                                                                         |                                                                                                                                                       |        
|Comprehensive Loss                       |                                                                         | $                                                                                                                                                     | (16,829
|                                         |                                                                         |                                                                                                                                                       |        

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

8

---

MIDWEST GENERATION, LLC        STATEMENTS OF MEMBER'S EQUITY        (In thousands)

|                             |                                   | Membership
Interests |   | Additional
Paid |   | Accumulated
Deficit |        | Accumulated
Other
Comprehensive
Loss |          | Member's
Equity |  
|---------------------------- | --------------------------------- | -------------------- | - | --------------- | - | ------------------- | ------ | ------------------------------------ | -------- | --------------- | -
|Balance at December 31, 1999 |                                   | $                    |  |                 | $ | 650,816             |        | $                                    | (12,357  | )               | $
|                             | Non-cash contribution of services |                      |   |                |   |                     | 7,815  |                                      |          |                |  
|                             | Net loss                          |                      |   |                |   |                     |       |                                      |          | (96,374         | )
|                             |                                   |                      |   |                 |   |                     |        |                                      |          |                 |  
|Balance at December 31, 2000 |                                   |                      |  |                 |   | 658,631             |        |                                      | (108,731 | )               |  
|                             | Non-cash contribution of services |                      |   |                |   |                     | 11,297 |                                      |          |                |  
|                             | Net loss                          |                      |   |                |   |                     |       |                                      |          | (97,664         | )
|                             |                                   |                      |   |                 |   |                     |        |                                      |          |                 |  
|Balance at December 31, 2001 |                                   |                      |  |                 |   | 669,928             |        |                                      | (206,395 | )               |  
|                             | Non-cash contribution of services |                      |   |                |   |                     | 10,587 |                                      |          |                |  
|                             | Net loss                          |                      |   |                |   |                     |       |                                      |          | (15,830         | )
|                             | Other comprehensive loss          |                      |   |                |   |                     |       |                                      |          |                |  
|                             |                                   |                      |   |                 |   |                     |        |                                      |          |                 |  
|Balance at December 31, 2002 |                                   | $                    |  |                 | $ | 680,515             |        | $                                    | (222,225 | )               | $
|                             |                                   |                      |   |                 |   |                     |        |                                      |          |                 |  

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

9

---



MIDWEST GENERATION, LLC        STATEMENTS OF CASH FLOWS        (In thousands)

|                                                 |                                                                                           | Years Ended December 31,                                |       
|------------------------------------------------ | ----------------------------------------------------------------------------------------- | ------------------------------------------------------- | ------
|
|Cash Flows From Operating Activities             |                                                                                           |                                                         |       
|                                                 | Net loss                                                                                  |                                                         | $     
|                                                 | Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |                                                         |       
|                                                 |                                                                                           | Depreciation and amortization                           |       
|                                                 |                                                                                           | Provision for doubtful accounts                         |       
|                                                 |                                                                                           | Non-cash contribution of services                       |       
|                                                 |                                                                                           | Asset impairment                                        |       
|                                                 |                                                                                           | Settlement of postretirement employee benefit liability |       
|                                                 |                                                                                           | Loss on asset disposal                                  |       
|                                                 |                                                                                           | Deferred taxes                                          |       
|                                                 | (Increase) decrease in accounts receivable                                                |                                                         |       
|                                                 | Increase in due to/from affiliates                                                        |                                                         |       
|                                                 | (Increase) decrease in inventory                                                          |                                                         |       
|                                                 | (Increase) decrease in interest receivable from affiliate                                 |                                                         |       
|                                                 | Increase in other current assets                                                          |                                                         |       
|                                                 | Increase in accounts payable                                                              |                                                         |       
|                                                 | Increase (decrease) in accrued liabilities                                                |                                                         |       
|                                                 | Increase in interest payable                                                              |                                                         |       
|                                                 | Increase (decrease) in other liabilities                                                  |                                                         |       
|                                                 | Increase (decrease) in net liabilities under price risk management                        |                                                         |       
|                                                 |                                                                                           |                                                         |       
|                                                 |                                                                                           | Net cash provided by (used in) operating activities     |       
|                                                 |                                                                                           |                                                         |       
|Cash Flows From Financing Activities             |                                                                                           |                                                         |       
|                                                 | Borrowings from subordinated long-term debt with affiliate                                |                                                         |       
|                                                 | Repayments of subordinated long-term debt with affiliate                                  |                                                         |       
|                                                 | Borrowings from subordinated revolving line of credit with affiliate                      |                                                         |       
|                                                 | Repayments of subordinated revolving line of credit with affiliate                        |                                                         |       
|                                                 | Capital lease obligation                                                                  |                                                         |       
|                                                 | Repayment of capital lease obligation                                                     |                                                         |       
|                                                 |                                                                                           |                                                         |       
|                                                 |                                                                                           | Net cash provided by (used in) financing activities     |       
|                                                 |                                                                                           |                                                         |       
|Cash Flows From Investing Activities             |                                                                                           |                                                         |       
|                                                 | Purchase of facilities                                                                    |                                                         |       
|                                                 | Capital expenditures                                                                      |                                                         |       
|                                                 | Increase in restricted cash                                                               |                                                         |       
|                                                 | Loan to affiliate                                                                         |                                                         |       
|                                                 | Repayments of loan from affiliate                                                         |                                                         |       
|                                                 | Proceeds from sale of assets                                                              |                                                         |       
|                                                 |                                                                                           |                                                         |       
|                                                 |                                                                                           | Net cash used in investing activities                   |       
|                                                 |                                                                                           |                                                         |       
|Net increase in cash and cash equivalents        |                                                                                           |                                                         | 22,017
|Cash and cash equivalents at beginning of period |                                                                                           |                                                         | 52,635
|                                                 |                                                                                           |                                                         |       
|Cash and cash equivalents at end of period       |                                                                                           | $                                                       | 74,652
|                                                 |                                                                                           |                                                         |       

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

10

---



MIDWEST GENERATION, LLC        NOTES TO FINANCIAL STATEMENTS        (Dollars in thousands)

Note 1. General

Midwest Generation, LLC, which is referred to as Midwest Generation, a wholly owned subsidiary of Edison Mission Midwest Holdings Co., an indirect wholly
owned subsidiary of Edison Mission Energy, which is referred to as EME, and an indirect wholly owned subsidiary of Edison International, is a Delaware limited liability company formed on
July 12, 1999 for the purpose of obtaining financing and acquiring, owning and operating multiple fossil-fuel electric generating units located within the state of Illinois, which
are referred to as the Illinois Plants, for the purpose of producing electric energy.

On
December 15, 1999, Midwest Generation completed its acquisition of 100% of the ownership interests in the Illinois Plants and assumed specified liabilities from Commonwealth
Edison. The accompanying financial statements reflect the operations of the Illinois Plants commencing from the date of acquisition. The acquisition has been accounted for utilizing the purchase
method. The purchase price was allocated to the assets acquired and liabilities assumed based upon their respective fair market values. The acquisition was financed through a capital contribution by
Edison Mission Midwest Holdings of approximately $650 million and subordinate debt from another subsidiary of Edison Mission Midwest Holdings of approximately $3.4 billion.

Concurrent
with the acquisition, Midwest Generation assigned its right to purchase the Collins Station, a 2,698 MW gas and oil-fired generating station located in
Illinois, to four third-party entities. After this assignment, and the purchase of the facility by third parties, an affiliate of Midwest Generation leased and Midwest Generation entered into
subleases of the Collins Station, each with a
term of 33.75 years. These subleases have been accounted for as a lease financing for accounting purposes. See "Note 10. Lease Commitments," for more information.

Midwest
Generation currently owns or leases approximately 9,287 MW as a result of the acquisition, consisting of the following:



In
connection with the acquisition of these power generation assets, Midwest Generation entered into three five-year power purchase agreements for the coal-fired
stations, the Collins Station, and the peaker stations with Commonwealth Edison. Subsequently, Commonwealth Edison assigned its rights and obligations under these power purchase agreements to Exelon
Generation. Midwest Generation derived 99% of its energy and capacity revenues from Exelon Generation under these power purchase agreements for all three years ended December 31, 2002, 2001 and
2000. Midwest Generation has entered into a contract with a marketing affiliate to market energy that is to be sold into the wholesale market as permitted under the power purchase agreements, to
engage in hedging activities and to provide scheduling and other services. The marketing affiliate also purchases fuel, other than coal, and enters into fuel hedging arrangements on Midwest
Generation's behalf.

11

---

Reclassifications

Certain amounts in the prior period have been reclassified to conform to the current year's presentation.

Note 2. Summary of Significant Accounting Policies

Management's Use of Estimates in Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Midwest Generation considers cash and cash equivalents to include cash and short-term investments with original maturities of three months or less.

Inventory

Inventory consists of spare parts, natural gas, coal and fuel oil and is stated at the lower of weighted average cost or market. In 2001, Midwest Generation
recorded a $5.1 million loss due to a lower of cost or market adjustment on its oil inventory at the Collins facility.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation and amortization are computed on a straight-line basis over the following estimated
useful lives:

Power plant facilities

15 - 40 yearsEmission allowances

25 - 40 yearsCapitalized leased equipment

30 - 33.75 yearsFurniture, office equipment and vehicles

3 - 7 years


As
part of the acquisition of the Illinois Plants, Midwest Generation acquired emission allowances under the Environmental Protection Agency's Acid Rain Program. Although the emission
allowances granted under this program are freely transferable, Midwest Generation intends to use substantially all the emission allowances in the normal course of its business to generate electricity.
Accordingly, Midwest Generation has classified emission allowances expected to be used to generate power as part of property, plant and equipment. Acquired emission allowances are amortized over the
estimated lives of the Illinois Plants on a straight-line basis. Effective August 2000, the completion date of the Powerton/Joliet sale-leaseback transactions, Midwest
Generation changed the period of amortization of emission allowances related to these plants to the periods of the respective leases.

Impairment of Long-Lived Assets

Midwest Generation periodically evaluates the potential impairment of its long-lived assets based on a review of estimated future cash flows expected
to be generated. If the carrying amount of the asset exceeds the amount of the expected future cash flows, undiscounted and without interest charges, then an impairment loss for its
long-lived assets is recognized in accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."

12

---

Deferred Coal and Transportation Costs

In connection with the acquisition, Midwest Generation assumed certain contracts for the future purchase of coal and transportation. The prices for coal and
transportation as defined in the contracts exceeded the estimated fair market value of the coal and transportation contracts by $126.3 million at the date of acquisition, resulting in a
liability. This liability is reduced as purchases are made over the term of the contracts.

Repairs and Maintenance

Certain major pieces of Midwest Generation's equipment require repairs and maintenance on a periodic basis. These costs, including major maintenance costs, are
expensed as incurred.

Revenue Recognition

Revenues and related costs are recorded as electricity is generated or as services are provided.

Derivative Instruments and Hedging Activities

Effective January 1, 2001, Midwest Generation adopted Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities." The Statement established accounting and reporting standards requiring that derivative instruments be recorded in the balance sheet as either an asset or liability measured at
their fair value unless they meet an exception. The Statement requires that changes in the derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are
met. For derivatives that qualify for hedge accounting, depending on the nature of the hedge, changes in fair value are either offset by changes in the fair value of the hedged assets, liabilities or
firm commitments through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative's change in fair value is
immediately recognized in earnings.

Effective
January 1, 2001, Midwest Generation recorded all derivatives at fair value unless the derivatives qualified for the normal sales and purchases exception. The power
purchase agreements with Exelon Generation and coal contracts do not qualify as derivatives. In 2000, Midwest Generation's affiliate entered into calendar year 2001 financial options as a hedge of its
price risk associated with expected natural gas purchases for the Collins Station. During the fourth quarter of 2000, Midwest Generation determined that it was no longer probable that it would
purchase natural gas for the Collins Station during 2001. This decision resulted from sustained gas prices far greater than were contemplated when Midwest Generation originally projected its 2001 gas
needs and the fact that
Midwest Generation can use fuel oil interchangeably with natural gas at the Collins Station. Upon adoption of SFAS No. 133, the deferred gain of $20.8 million, after tax, which existed
at the point Midwest Generation determined the purchase of natural gas being hedged by these options was no longer probable, was recorded as an unrealized holding gain reflected in accumulated other
comprehensive income in the balance sheet. There was no cumulative effect on prior periods' net income resulting from the change in accounting for derivatives in accordance with SFAS No. 133.

Income Taxes

Midwest Generation is included in the consolidated federal and state income tax returns of Edison International and is party to a tax-allocation
agreement with its parent Edison Mission Midwest Holdings. As long as Edison International continues to own, directly or indirectly, at least 80% of the voting power of the stock of EME and its
existing subsidiaries and at least 80% of the value of such stock, Midwest Generation will be included in the consolidated federal and state income tax returns of Edison International. In accordance
with the agreement and the tax-allocation procedures that have been in effect since Midwest Generation's formation, its current tax liability or benefit is generally

13

---

determined
on a separate return basis, except for calculating consolidated state income taxes, for which Midwest Generation uses the long-term state tax apportionment factors of the Edison
International group. Also, while Midwest Generation is generally subject to separate return limitations for net losses, under the tax-allocation agreement it is permitted to transfer to
Edison Mission Midwest Holdings, or its subsidiaries, net operating loss benefits which would not yet be realized in a separate return in exchange for a reduction in Midwest Generation's intercompany
account balances (including subordinated loans). During the fourth quarter of 2002, Midwest Generation realized $189.9 million of the tax receivable on its books through a reduction in amounts
owed under its subordinated loan agreement with Edison Mission Overseas Co.

Midwest
Generation accounts for deferred income taxes using the asset-and-liability method, wherein deferred tax assets and liabilities are recognized for future
tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities using enacted rates.

New Accounting Standards

Effective January 1, 2003, Midwest Generation adopted Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 143 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially
recorded, the entity capitalizes a cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is increased to its present value each
period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a
gain or loss upon settlement. Midwest Generation does not expect that adoption of this new accounting standard will have a material impact on its financial statements.

In
April 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 4, 44, and 64,
Amendment of FASB Statement No. 13, and Technical Corrections" which supersedes previous guidance for reporting gains and losses from extinguishment of debt and accounting for leases, among
other things. The portion of the Statement relating to the rescission of SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt" requires that any gain or loss on extinguishment of
debt that was classified as an extraordinary item that does not meet the unusual in nature and infrequent of occurrence criteria in APB Opinion No. 30, "Reporting the Results of
OperationsReporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" shall be reclassified. The standard,
effective on January 1, 2003, was adopted by Midwest Generation in the fourth quarter of 2002 and did not have a material impact on its financial statements.

Effective
January 1, 2003, Midwest Generation adopted Statement of Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities." SFAS No. 146 requires that liabilities for costs associated with exit or disposal activities initiated after December 31, 2002 be recognized when incurred, rather than at
the date of a commitment to an exit or disposal plan. Midwest Generation does not expect that this standard will have a material impact on its financial statements.

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

14

---

guarantees
issued or modified after December 31, 2002. See disclosure regarding guarantees and indemnities in "Note 9. Commitments and Contingencies."

In
January 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards Interpretation No. 46, "Consolidation of Variable Interest
Entities." This interpretation of Accounting Research Bulletin No. 51, "Consolidated Financial Statements," addresses consolidation by business enterprises of variable interest entities. The
primary objective of the interpretation is to provide guidance on the identification of, and financial reporting for, entities over which control is achieved through means other than voting rights;
such entities are known as variable-interest entities.
This interpretation applies to variable interest entities created after January 31, 2003, and applies to variable interest entities in which Midwest Generation holds a variable interest that it
acquired before February 1, 2003, beginning July 1, 2003. Midwest Generation does not expect that this standard will have a material impact on its financial statements.

Note 3. Accumulated Other Comprehensive Income (Loss)

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

Unrealized Losses
on Cash
Flow Hedges

Accumulated Other
Comprehensive
LossBalance at December 31, 2001

$


$
Current period change


(999
)

(999
)Balance at December 31, 2002

$
(999
)
$
(999
)


Unrealized
losses on cash flow hedges at December 31, 2002 include forward energy sales contracts that did not meet the normal sales and purchases exception under SFAS
No. 133. These losses arise because current forecasts of future electricity prices are higher than Midwest Generation's contract prices. As Midwest Generation's hedged positions are realized,
approximately $1 million, after tax, of the net unrealized losses on cash flow hedges will be reclassified into earnings during the next twelve months. Actual amounts ultimately reclassed to
earnings over the next twelve months could vary materially from this estimated amount as a result of changes in market conditions. The maximum period over which a cash flow hedge is designated is
through December 31, 2003.

Under
SFAS No. 133, the portion of a cash flow hedge that does not offset the change in value of the transaction being hedged, which is commonly referred to as the ineffective
portion, is immediately recognized in earnings. Midwest Generation recorded a net $0.2 million loss during the year ended December 31, 2002, representing the amount of cash flow hedges'
ineffectiveness, reflected in income (loss) from price risk management in the income statement.

15

---

Note 4. Property, Plant and Equipment

At December 31, 2002 and 2001, property, plant and equipment consisted of the following:

2002

2001Land

$
34,949

$
34,949Power plant facilities


2,121,410


1,760,582Emission allowances


867,350


867,350Construction in progress


27,551


49,900Equipment, furniture and fixtures


6,974


6,605Plant and equipment under lease financing


2,227,000


2,227,0005,285,234


4,946,386Accumulated depreciation and amortization


(480,097
)

(304,466
)Property, plant and equipment, net

$
4,805,137

$
4,641,920


Property,
plant and equipment includes assets which are capitalized under lease financing. The total consists of $860 million for the Collins Station and $1.367 billion for
the aggregate purchase of the Powerton and Joliet stations. Midwest Generation recorded amortization expense related to the leased facilities of $68.1 million, $68.1 million and
$40.6 million for 2002, 2001 and 2000, respectively. Accumulated amortization related to the leased facilities was $177.9 million, $109.8 million and $41.7 million at
December 31, 2002, 2001 and 2000, respectively.

Note 5. Long-Term Debt

In December 1999, Midwest Generation entered into a subordinated loan agreement ("Subordinated Loan Agreement") with another subsidiary of Edison Mission
Midwest Holdings, Edison Mission Overseas Co., with terms matching those of a credit agreement as described further below under Parent Company Credit Agreement. Under the terms of the subordinated
loan agreement, Midwest Generation is required to make payments to Edison Mission Overseas similar to those payments made by Edison Mission Midwest Holdings under the Credit Agreement. As of
December 31, 2002 and 2001, the borrowings under the Subordinated Loan Agreement were approximately $1.7 billion.

In
December 1999, Midwest Generation also entered into a subordinated revolving loan agreement (the Subordinated Revolving Line of Credit) with Edison Mission Overseas for up to
$2 billion, which was increased for up to $2.5 billion in May 2001. Amounts outstanding under the Subordinated Revolving Line of Credit bear interest at a fixed rate of 8.0% with
payments due quarterly. The outstanding principal balance is due in 2034. As of December 31, 2002 and 2001, total draws under the Subordinated Revolving Line of Credit were approximately
$1.69 billion and $1.95 billion, respectively.

For
the periods ended December 31, 2002, 2001 and 2000, under the Subordinated Revolving Line of Credit and the Subordinated Loan Agreement, Midwest Generation incurred and
accrued interest charges of approximately $227.1 million, $256.9 million and $272.6 million, respectively.

16

---

At
December 31, 2002, the future maturities of the debt are as follows:

Years Ending December 31,2003

$
911,0002004


808,3082005


2006


2007


Thereafter


1,694,282Total

$
3,413,590


Management Plans for Refinancing $911 Million Debt Maturity

Edison Mission Midwest Holdings is not expected to have sufficient cash to repay its $911 million debt due to commercial lenders in December 2003.
Midwest Generation plans to extend or refinance its subordinated loan agreements as part of Edison Mission Midwest Holdings' plan to extend or refinance its $911 million debt obligation
(guaranteed by Midwest Generation) prior to its expiration in December 2003. At December 31, 2002, Edison Mission Midwest Holdings had cash and cash equivalents of $320 million
and $50 million deposited into a restricted cash account. Management believes that Midwest Generation will generate positive cash flow from operations during 2003 which, in combination with
Edison Mission Midwest Holdings' existing cash position, will contribute positively to discussions with lenders to extend or refinance the $911 million debt obligation. Completion of this
extension or refinancing is subject to a number of uncertainties, including the ability of Midwest Generation to generate funds during 2003 and the availability of new credit from financial
institutions on acceptable terms in light of industry conditions. Accordingly, there is no assurance that Edison Mission Midwest Holdings will be able to extend or refinance this debt when it becomes
due or that the terms will not be substantially different from those under the current credit facility.

Parent Company Credit Agreement

Edison Mission Midwest Holdings has a credit agreement with a number of commercial lending institutions for a combination of loans and lines of credit aggregating
$1.869 billion. The financing consisted of (1) an $911 million revolving credit facility due 2003, referred to as Tranche A, (2) an $808.3 million revolving
credit facility due 2004, referred to as Tranche B, and (3) a $150 million working capital facility due 2004, referred to as Tranche C. Under Tranche C, Edison
Mission Midwest Holdings had available $150 million of borrowing capacity at both December 31, 2002 and 2001.

Amounts
outstanding under the credit agreement bear interest at variable Eurodollar rates or Base rates as defined in the credit agreement, at the option of Edison Mission Midwest
Holdings. If Edison Mission Midwest Holdings elects to pay Eurodollar rates, interest costs include a margin of 0.80% to 2.25% on Tranche A and 0.75% to 2.00% on Tranches B and C,
depending on Edison Mission Midwest Holdings' debt rating. At December 31, 2002, the margin was 2.25% on Tranche A and 2.00% on each of Tranches B and C. At December 31,
2001, the margin was 1.20% on Tranche A and 1.15% on each of Tranches B and C. The effective interest rate was 3.66% on Tranche A and 3.41% on Tranche B at
December 31, 2002.

Additionally,
Edison Mission Midwest Holdings pays a facility fee of 0.20% to 1.00% on Tranche A and 0.25% to 1.25% on each of Tranches B and C, depending on Edison Mission
Midwest Holdings' current debt rating, on the total outstanding commitment irrespective of usage. At December 31, 2002, the facility fee was 1.00% on Tranche A and 1.25% on each of
Tranches B and C. At December 31, 2001, the facility fee was 0.30% on Tranche A and 0.35% on each of Tranches B and C. Edison Mission Midwest Holdings also pays an agent
bank fee of $50,000 per year. Edison Mission

17

---

Midwest
Holdings used the proceeds from the credit agreement to make a loan to Edison Mission Overseas, which in turn loaned the funds to Midwest Generation.

The
principal collateral for any borrowing under the credit agreement consists of restricted cash ($50 million at December 31, 2002), the pledge of intercompany promissory
notes from EME, pledges of ownership interests in subsidiaries of Edison Mission Midwest Holdings, including Midwest Generation and a pledge of the ownership interest in Edison Mission Midwest
Holdings. In addition, Midwest Generation has executed a guarantee in support of the borrowings under the credit agreement.

Edison
Mission Midwest Holdings has financial and non-financial debt covenants associated with its debt. Edison Mission Midwest Holdings must maintain a specified debt
service coverage ratio as follows: net cash flows over the aggregate of principal, interest, and fixed charges for a specified period exceeding 1.75 to 1.0. In addition, Edison Mission Midwest
Holdings must maintain a debt-to-capital ratio no greater than 0.60 to 1. During the 12 months
ended December 31, 2002, the debt service coverage ratio was 4.04 to 1 and the debt-to-capital ratio was 0.51 to 1.

The
fair market value of the long-term debt approximates the carrying value due primarily to the frequent repricing of interest rates.

Note 6. Price Risk Management Activities

Midwest Generation's risk management policy allows for the use of derivative financial instruments through its marketing affiliate to limit financial exposure to
fuel prices for non-trading purposes. Use of these instruments exposes Midwest Generation to commodity price risk, which includes potential losses that can arise from a change in the
market value of a particular commodity. Commodity price risk exposures are actively monitored to ensure compliance with Midwest Generation's risk management policies. Policies are in place that limit
the amount of total net exposure Midwest Generation may enter into at any point in time. Procedures exist that allow for monitoring of all commitments and positions with regular reviews by a risk
management committee. Midwest Generation's marketing affiliate performs a series of "value at risk" analyses in its daily business to measure, monitor and control Midwest Generation's overall market
risk exposure. The use of value at risk analysis allows management to aggregate overall commodity risk, compare risk on a consistent basis and identify the drivers of the risk. Value at risk measures
the possible loss over a given time interval, under normal market conditions, at a given confidence level. Given the inherent limitations of value at risk and reliance upon a single risk measurement
tool, Midwest Generation's marketing affiliate supplements this approach with the use of stress testing and worst-case scenario analysis, as well as stop loss limits and counterparty
credit exposure limits. Despite this, there can be no assurance that all risks have been accurately identified, measured and/or mitigated.

The
following table summarizes the fair values for outstanding financial instruments used for price risk management activities by instrument type:

December 31,2002

2001Commodity price:Electricity contracts

$
(647
)
$
17Natural gas contracts





(8,401
)Other





(143
)Total fair value

$
(647
)
$
(8,527
)


18

---

Note 7. Income Taxes

Income tax expense includes the current tax benefit from operating loss and the change in deferred income taxes during the year. The components of the net
accumulated deferred income tax liability were:

Years Ended December 31,2002

2001Deferred tax assetsLease financing

$
(2,914
)
$
882Net operating losses


10,229


9,651Subtotal


7,315


10,533Valuation allowance


(5,377
)

(4,799
)Total

$
1,938

$
5,734Deferred tax liabilitiesAccumulated depreciation difference

$
57,712

$
52,429Termination of benefit obligation


26,035


Price risk management


4,854


1,623State tax benefit


(3,386
)

420Other


(9,923
)

8,137Total


75,292


62,609Deferred taxes liability, net

$
73,354

$
56,875


Midwest
Generation has $140 million of loss carryforwards at December 31, 2002 from Illinois state tax losses which expire beginning in 2020. The benefit for income taxes
is comprised of the following:

Years Ended December 31,2002

2001

2000CurrentFederal

$
(23,231
)
$
(87,631
)
$
(60,029
)State


(3,408
)

(12,846
)

(7,637
)Total current

$
(26,639
)
$
(100,477
)
$
(67,666
)DeferredFederal

$
14,708

$
35,043

$
8,489State


2,411


8,995


(2,520
)Total deferred


17,119


44,038


5,969Benefit for income taxes

$
(9,520
)
$
(56,439
)
$
(61,697
)


19

---

The
components of the deferred tax provision, which arise from timing differences between financial and tax reporting, are presented below:

Years Ended December 31,2002

2001

2000Accumulated depreciation difference

$
5,283

$
11,872

$
34,032Termination of benefit obligation


26,035





State tax benefit


(3,806
)

(2,708
)

2,785Price risk management


3,871


18,416


(16,793
)Lease financing


3,796


8,321


(9,203
)Net operating losses








(4,852
)Other


(18,060
)

8,137


Total deferred provision

$
17,119

$
44,038

$
5,969


Variations
from the 35% federal statutory rate are as follows:

Years Ended December 31,2002

2001

2000Expected benefit for federal income taxes

$
(8,872
)
$
(53,936
)
$
(55,325
)Decrease in taxes resulting from:State taxnet of federal benefit


(648
)

(2,503
)

(6,372
)Benefit for income taxes

$
(9,520
)
$
(56,439
)
$
(61,697
)Effective tax rate


37.6
%

36.6
%

39.0
%


Note 8. Employee Benefit Plans

Employees of Midwest Generation are eligible for various benefit plans of Edison International.

Pension Plans

Midwest Generation maintains a pension plan specifically for the benefit of its union employees. Midwest Generation's non-union employees participate
in the Edison International pension plan. Both plans are noncontributory, defined benefit pension plans and cover employees who fulfill minimum service requirements. There are no prior service costs
for the plans. Information on plan assets and benefit obligations is shown below:

|                             |                                         | Years Ended December 31,          |  
|---------------------------- | --------------------------------------- | --------------------------------- | -
|
|
|Change in Benefit Obligation |                                         |                                   |  
|                             | Benefit obligation at beginning of year |                                   | $
|                             | Service cost                            |                                   |  
|                             | Interest cost                           |                                   |  
|                             | Actuarial loss                          |                                   |  
|                             | Amendments                              |                                   |  
|                             | Benefits paid                           |                                   |  
|                             |                                         |                                   |  
|                             |                                         | Benefit obligation at end of year |  
|                             |                                         |                                   |  
|                             |                                         |                                   |  

20

---

|Change in Plan Assets           |                                                |                                          |         |        |        |        |       |        |        |   |   |        |  
|------------------------------- | ---------------------------------------------- | ---------------------------------------- | ------- | ------ | ------ | ------ | ----- | ------ | ------ | - | - | ------ | -
|                                | Fair value of plan assets at beginning of year |                                          | $       | 12,250 |        | $      | 5,576 |        | $      |  |   | $      | 
|                                | Actual return on plan assets                   |                                          |         | (1,567 | )      |        | (387  | )      |        |  |   |        | 
|                                | Employer contributions                         |                                          |         | 3,852  |        |        | 7,067 |        |        |  |   |        | 
|                                | Benefits paid                                  |                                          |         | (194   | )      |        | (6    | )      |        |  |   |        | 
|                                |                                                |                                          |         |        |        |        |       |        |       
|                                |                                                | Fair value of plan assets at end of year |         | $      | 14,341 |        | $     | 12,250 |        | $ |  |        | $
|                                |                                                |                                          |         |        |        |        |       |        |       
|Funded Status                   |                                                | $                                        | (15,669 | )      | $      | (2,587 | )     | $      | (8,448 | ) | $ | (6,427 | )
|Unrecognized net loss (gain)    |                                                |                                          | 8,641   |        |        | 3,382  |       |        | 1,154  |   |   | 636    |  
|Unrecognized prior service cost |                                                |                                          | 2,997   |        |        |       |       |        |       |   |   |       |  
|                                |                                                |                                          |         |        |        |        |       |        |       
|Pension asset (liability)       |                                                | $                                        | (4,031  | )      | $      | 795    |       | $      | (7,294 | ) | $ | (5,791 | )
|                                |                                                |                                          |         |        |        |        |       |        |       
|Discount rate                   |                                                |                                          | 6.50    | %      |        | 7.00   | %     |        | 6.50   | % |   | 7.00   | %
|Rate of compensation increase   |                                                |                                          | 5.00    | %      |        | 5.00   | %     |        | 5.00   | % |   | 5.00   | %
|Expected return on plan assets  |                                                |                                          | 8.50    | %      |        | 8.50   | %     |        | 8.50   | % |   | 8.50   | %

Components
of pension expense were:

|                               |  | Years Ended December 31,
|------------------------------ |  | ------------------------
|
|
|Service cost                   |  | $                       
|Interest cost obligation       |  |                         
|Expected return on plan assets |  |                         
|Recognized net actuarial loss  |  |                         
|                               |  |                         
|Net pension expense            |  | $                       
|                               |  |                         

The
projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the Midwest Generation pension plan for its union employees for which the accumulated
benefit obligation exceeded the plan assets were $30 million, $19 million and $14 million, respectively, as of December 31, 2002. As of December 31, 2001, the fair
value of plan assets exceeded the accumulated benefit obligations for all pension and postretirement benefit plans.

Postretirement Benefits Other Than Pensions

A portion of Midwest Generation's non-union employees retiring at or after age 55 with at least ten years of service are eligible for
postretirement health care, dental, life insurance and other benefits paid in part by Midwest Generation. Eligibility depends on a number of factors, including the employee's hire date. Employees in
union-represented positions were covered by a retirement health care and other benefits plan that expired on June 15, 2002. In October 2002, Midwest Generation reached an agreement with
its union-represented employees on new benefits plans, which extend from January 1, 2003 through June 30, 2005. Midwest Generation continued to provide benefits at the same level as
those in the expired agreement until December 31, 2002. The accounting for postretirement benefit liabilities has been determined on the basis of a substantive plan under Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions." A substantive plan means that Midwest Generation assumed, for accounting purposes, that it
would provide for postretirement healthcare benefits to union-represented employees following conclusion of negotiations to replace the current benefits agreement, even though Midwest Generation had
no legal obligation to do so. Under the new agreement, postretirement healthcare benefits will not

21

---

be
provided. Accordingly, Midwest Generation treated this as a plan termination under SFAS No. 106 and recorded a pre-tax gain of $70.7 million during the fourth quarter of
2002.

Information
on plan assets and benefit obligations is shown below:

|                             |                                                | Years Ended December 31,                 |  
|---------------------------- | ---------------------------------------------- | ---------------------------------------- | -
|
|
|Change in Benefit Obligation |                                                |                                          |  
|                             | Benefit obligation at beginning of year        |                                          | $
|                             | Service cost                                   |                                          |  
|                             | Interest cost                                  |                                          |  
|                             | Actuarial loss (gain)                          |                                          |  
|                             | Settlement                                     |                                          |  
|                             | Benefits paid                                  |                                          |  
|                             |                                                |                                          |  
|                             |                                                | Benefit obligation at end of year        |  
|                             |                                                |                                          |  
|Change in Plan Assets        |                                                |                                          |  
|                             | Fair value of plan assets at beginning of year |                                          | $
|                             | Employer contributions                         |                                          |  
|                             | Benefits paid                                  |                                          |  
|                             |                                                |                                          |  
|                             |                                                | Fair value of plan assets at end of year |  
|                             |                                                |                                          |  
|Funded status                |                                                | $                                        | 
|Unrecognized net loss        |                                                |                                          | 
|                             |                                                |                                          |  
|Recorded liability           |                                                | $                                        | 
|                             |                                                |                                          |  
|Discount rate                |                                                |                                          | 

The
components of postretirement benefits other than pension expense were:

|                                     |  | Years Ended December 31,
|------------------------------------ |  | ------------------------
|
|
|Service cost                         |  | $                       
|Interest cost                        |  |                         
|Settlement                           |  |                         
|Recognized net actuarial (gain) loss |  |                         
|                                     |  |                         
|Total expense (gain)                 |  | $                       
|                                     |  |                         

For
the non-union plan, the assumed rate of future increases in the per-capita cost of health care benefits is 9.75% for 2003, gradually decreasing to 5% for 2008
and beyond. Increasing the health care cost trend rate by one percentage point would increase the accumulated obligation as of December 31, 2002 by $4.9 million. The effect on the annual
aggregate service and interest costs would be $0.5 million. Decreasing the health care cost trend rate by one percentage point would decrease the accumulated obligation as of
December 31, 2002 by $3.8 million. The effect on the annual aggregate service and interest costs would be $0.4 million.

Employee Stock Plans

A 401(k) plan is maintained to supplement eligible employees' retirement income. Midwest Generation matches 100% of non-union employee contributions,
up to 6% of such employees' annual

22

---

compensation.
Midwest Generation also matches 75% of contributions made by union employees, up to 6% of annual compensation. Employer contributions vest 20% per year. Contribution expense for the
years ended December 31, 2002, 2001 and 2000 was $3.1 million, $2.6 million and $2.2 million, respectively.

Note 9. Commitments and Contingencies

Power Purchase Agreements

Electric power generated at Midwest Generation's power generation plants is sold under three power purchase agreements with Exelon Generation, in which Exelon
Generation purchases capacity and has the right to purchase energy generated by the power generation plants. Midwest Generation initially entered into agreements with Commonwealth Edison on
December 15, 1999, and they were subsequently assigned to Exelon Generation in January 2001. The power purchase agreements have a term of up to five years and provide for capacity and
energy payments. Exelon Generation is obligated to make capacity payments for the power generation plants under contract and energy payments for the electricity produced by these plants and taken by
Exelon Generation. The capacity payments provide the power generation plants revenue for fixed charges, and the energy payments compensate the power generation plants for variable costs of production.

In
July 2002, under the power purchase agreement related to Midwest Generation's coal-fired generation units, Exelon Generation notified Midwest Generation of its
exercise of its option to purchase 1,265 MW of capacity and energy during 2003 (of a possible total of 3,949 MW subject to option) from the option coal units. As a result,
2,684 MW of capacity of the Will County 1 and 2, Joliet 6 and 7, and Powerton 5 and 6 units ceased to be subject to the power purchase agreement from and after
January 1, 2003. Exelon Generation continues to have a similar option, exercisable not later than 180 days prior to January 1, 2004, to retain or release for 2004 all or a portion
of the option coal units retained for 2003. Exelon Generation remains committed to purchase the capacity of certain committed units having 1,696 MW of capacity for both 2003 and 2004.

In
October 2002, under the power purchase agreements related to Midwest Generation's Collins Station and peaking units, Exelon Generation notified Midwest Generation of its
exercise of its option to terminate the existing power purchase agreements during 2003 with respect to (a) 1,614 MW of capacity and energy (of a possible total of 2,698 MW subject
to the option to terminate) from the Collins Station, a natural gas and oil-fired electric generating station, and (b) 113 MW of capacity and energy (of a possible total of
807 MW subject to the option to terminate) from the natural gas and oil-fired peaking units, in accordance with the terms of each applicable power purchase agreement. As a result,
1,614 MW of capacity from the Collins Units 2, 4 and 5, and 113 MW of capacity from the Lombard 33 and Calumet 33 and 34 peaking units, ceased to be subject to a
power purchase agreement from and after January 1, 2003. Previously, Exelon Generation exercised its option to terminate 137 MW of capacity from the Bloom and Waukegan peaking units
effective January 1, 2002. Exelon Generation continues to have a similar option to terminate, exercisable not later than 90 days prior to January 1, 2004, the power purchase
agreements for 2004 with respect to all or a portion of the Collins Station and peaking units not previously terminated for 2003 (1,084 MW from the Collins Station and 694 MW from the
peaking units).

If
Exelon Generation does not fully dispatch the power generation plants under contract, the power generation plants may sell, subject to specified conditions, the excess energy at
market prices to neighboring utilities, municipal utilities, third-party electric retailers and power marketers on a spot basis. A bilateral trading infrastructure already exists with access to the
Mid-America Interconnected Network and the East Central Area Reliability Council.

23

---

Chicago In-City Obligation

Pursuant to the acquisition documents for the purchase of generating assets from Commonwealth Edison, Midwest Generation committed to install one or more
gas-fired electric generating units having an additional gross dependable capacity of 500 MW at or adjacent to an existing power plant site in Chicago, this commitment being
referred to as the In-City Obligation, for an estimated cost of $320 million. The acquisition documents required that commercial operation of this project commence by
December 15, 2003. Due to additional capacity for new gas-fired generation in the Mid-America Interconnected Network, generally referred to as the MAIN Region, and the
improved reliability of power generation in the Chicago area, Midwest Generation did not believe the additional gas-fired generation was needed. In February 2003, Midwest Generation
finalized an agreement with Commonwealth Edison to terminate this commitment in exchange for the following:



As
a result of this agreement with Commonwealth Edison, Midwest Generation recorded a loss of $45 million during the fourth quarter of 2002. The loss was determined by the sum of:
(a) the present value of the cash payments to both Commonwealth Edison and Calumet Energy Team LLC (capacity payments), less (b) the fair market value of the option to purchase
power under the replacement contract with Calumet Energy Team LLC described above. As a result of this agreement with
Commonwealth Edison, Midwest Generation is no longer obligated to build the additional gas-fired generation.

Fuel Supply Contracts

At December 31, 2002, Midwest Generation had contractual commitments to purchase and/or transport coal and fuel oil. The contracts range from one year to
ten years in length. Based on the contract provisions, which consist of fixed prices subject to adjustment, the minimum commitments are currently estimated to aggregate $724 million over the
duration of the existing contracts summarized as follows: 2003$277 million; 2004$135 million; 2005$131 million;
2006$133 million; 2007$8 million; and thereafter$40 million.

Guarantees and Indemnities



Midwest Generation has guaranteed Edison Mission Midwest Holdings' third-party debt in the amount of $1.7 billion at December 31, 2002. Midwest
Generation's parent also pledged the membership interests in Midwest Generation to the lenders in connection with the third-party debt arrangements. See "Note 5.
Long-Term Debt."



In connection with the sale-leaseback transactions related to the Collins Station and the Powerton and Joliet Stations, EME, Midwest Generation and
another wholly owned subsidiary of EME entered

24

---

into
tax indemnity agreements. Under these tax indemnity agreements, these entities agreed to indemnify the lessors in the sale-leaseback transactions for specified adverse tax
consequences that could result in certain situations set forth in each tax indemnity agreement, including specified defaults under the respective leases. The potential indemnity obligation under these
tax indemnity agreements could be significant. Due to the nature of these obligations under these tax indemnity agreements, Midwest Generation cannot determine a maximum potential liability. The
indemnities would be triggered by a valid claim from the lessors. Midwest Generation has not recorded a liability related to these indemnities.



Midwest Generation entered into a supplemental agreement to resolve a dispute regarding interpretation of its reimbursement obligation for asbestos claims under
the environmental indemnities set forth in the Asset Sale Agreement dated March 22, 1999. Under this supplemental agreement, Midwest Generation agreed to reimburse Commonwealth Edison 50% of
specific existing asbestos claims less recovery of insurance costs, and agreed to a sharing arrangement for liabilities associated with future asbestos related claims as specified in the agreement.
The obligations under this agreement are not subject to a maximum liability. The supplemental agreement has a five-year term with an automatic renewal provision (subject to the right to
terminate). Payments are made under this indemnity by a valid claim provided from Commonwealth Edison. At December 31, 2002, Midwest Generation recorded a $5 million liability related to
known claims provided by Commonwealth Edison.

Environmental Matters

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

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

Midwest
Generation expects that compliance with the Clean Air Act and the regulations and revised State Implementation Plans developed as a consequence of the Act will result in
increased capital expenditures and operating expenses. For example, Midwest Generation anticipates upgrades to the environmental controls to reduce nitrogen oxides emissions at the power generation
plants to result in expenditures of approximately $14 million in 2003, and none forecasted at this time for the years 2004-2007.

On
February 21, 2003, Midwest Generation received a request for information regarding past operations, maintenance and physical changes at its coal plants from the Environmental
Protection Agency. Other than the request for information, no proceedings have been initiated by the Environmental Protection Agency relating to its coal plants. Depending on the outcome of the review

25

---

and
regulatory developments, Midwest Generation could be required to invest in additional pollution control requirements, over and above the upgrades it is planning to install, and could be subject to
fines and penalties. Midwest Generation cannot estimate the outcome of these discussions or the potential costs of investing in additional pollution control requirements, fines or penalties at this
time.

Midwest
Generation has accrued approximately $2 million for estimated environmental investigation and remediation costs for its plants. This estimate is based upon the number of
sites, the scope of work and the estimated range of costs for environmental activity where such expenditures could be reasonably estimated. The midpoint of the range was used for the accrual. Future
estimated costs may vary based on changes in regulations or requirements of Federal, state, or local governmental agencies, changes in technology, and actual costs of disposal. Management believes
that future costs in excess of the amounts disclosed on all known and quantifiable environmental contingencies will not be material to Midwest Generation's financial position.

Interconnection Agreement

Midwest Generation has entered into interconnection agreements with Commonwealth Edison to provide interconnection services necessary to connect the Illinois
Plants with its transmission systems. Unless terminated earlier in accordance with the terms thereof, the interconnection agreements will terminate on a date mutually agreed to by both parties. This
date may not exceed the retirement date of the Illinois Plants. Midwest Generation is required to compensate Commonwealth Edison for all reasonable costs associated with any modifications, additions
or replacements made to the interconnection facilities or transmission systems in connection with any modification, addition or upgrade to the Illinois Plants.

Collective Bargaining Agreement

Midwest Generation employed 1,075 employees in Illinois, 828 of whom are covered by a collective bargaining agreement, at December 31, 2002. The collective
bargaining agreement is due to expire on December 31, 2005. Midwest Generation had a retirement health care and other benefits plan related to its union-represented employees that expired on
June 15, 2002. In October 2002, Midwest Generation reached an agreement with its union-represented employees on a new retirement health care and other benefits plan which extends from
January 1, 2003 through June 30, 2005. Midwest Generation continued to provide benefits at the same level as those in the expired agreement until December 31, 2002.

Note 10. Lease Commitments

Midwest Generation has lease financings with respect to its Collins Station and Powerton-Joliet stations. Each lease financing transaction is described in more
detail below. Midwest Generation also has operating leases in place with respect to equipment, primarily leased barges and railcars that have terms which range from as short as 1.5 years to
17 years.

26

---

At
December 31, 2002, the future operating and lease financing commitments were as follows:

Years Ending December 31,

Operating Leases

Lease Financing2003

$
14,398

$
137,7522004


13,759


149,4212005


11,390


191,3882006


10,895


275,2102007


10,461


313,942Thereafter


76,085


2,511,359Total future commitments

$
136,988

$
3,579,072Amount representing interest





(1,399,425
)Net commitments




$
2,179,647


Operating
lease expense amounted to $18.2 million, $32.5 million and $28.7 million in 2002, 2001 and 2000, respectively.

Collins Station Lease

In connection with the acquisition of the Illinois Plants, Midwest Generation assigned the right to purchase the Collins gas and oil-fired power plant
to four third-party entities. The third parties purchased the Collins Station for $860 million and entered into leases of the plant with an affiliate of Midwest Generation. The affiliate
entered into subleases of the plant with Midwest Generation. The subleases, which are being accounted for as a lease financing, each have an initial term of 33.75 years, with payments due on a
quarterly basis. The base sublease rent includes both a
fixed and variable component; the variable component is impacted by movements in defined short-term interest rate indexes and the determination of such index as provided for under the
related agreements. Under the terms of the subleases, Midwest Generation may request a lessor, at its option, to refinance the lessor's debt, which if completed would impact the base sublease rent. If
a lessor intends to sell its interest in the Collins Station, Midwest Generation has a first right of refusal to acquire the interest at fair market value. Minimum lease payments (included in the
table above) are $40.4 million in 2003, $52.1 million in 2004, $50.3 million in 2005, $90.3 million in 2006 and $129 million in 2007. At December 31, 2002,
the total remaining lease payments were $1.4 billion.

The
owner/lessor under the Collins lease issued notes in the amount of the lessor debt to Midwest Funding LLC, a funding vehicle created and controlled by the owner/lessor. These
notes mature in January 2014 and are referred as the lessor notes. Midwest Funding LLC, in turn, entered into a commercial paper/loan facility with a group of banks pursuant to which it
borrowed the funds required for its purchase of the lessor notes. These borrowings are currently scheduled to mature in December 2004 and are referred to as the lessor borrowings.

The
rent under the Collins lease includes both a fixed component and a variable component, which is affected by movements in defined interest rate indices. If the lessor borrowings are
not repaid at maturity, by a refinancing or otherwise, the interest rate on them would increase at specified increments every three months, which would be reflected in adjustments to the Collins lease
rent payments. Under the Collins lease, Midwest Generation may request the owner/lessor to cause Midwest Funding LLC to refinance the lessor borrowings in accordance with guidelines set forth
in the lease, but such refinancing is subject to the owner/lessor's approval. If the lessor borrowings are not refinanced by December 2004 because the owner/lessor's approval is not obtained or
a refinancing is not commercially available, rent under the Collins lease would increase by approximately $9 million for the first quarter of 2005 and increase approximately $2 million
for each quarter thereafter.

27

---

Powerton-Joliet Facilities Sale-Leaseback

On August 24, 2000, Midwest Generation entered into a sale-leaseback transaction with respect to the Powerton and Joliet power facilities
located in Illinois to third-party lessors for an aggregate purchase price of $1.367 billion. Under the terms of the leases (33.75 years for Powerton and 30 years for Joliet),
Midwest Generation makes semi-annual lease payments on each January 2 and July 2, beginning January 2, 2001. If a lessor intends to sell its interest in the Powerton
or Joliet power facility, Midwest Generation has a first right of refusal to acquire the interest at fair market value. Under the terms of each lease, Midwest Generation may request a lessor, at its
option, to refinance the lessor debt, which if completed would affect the base lease rent. The lessor debt of $1.147 billion was obtained from the issuance by Midwest Generation of
Pass-Through Certificates with terms ranging from nine to sixteen years with fixed interest rates ranging from 8.30% to 8.56%. The gain on the sale of the power facilities has been
deferred and is being amortized over the term of the leases. Minimum lease payments (included in the table above) are $97.3 million in 2003,
$97.3 million in 2004, $141.1 million in 2005, $184.9 million in 2006 and $184.9 million in 2007. At December 31, 2002, the total remaining lease payments were
$2.2 billion.

Note 11. Related Party Transactions

Edison Mission Marketing & Trading Agreements

Midwest Generation entered into a Master Purchase, Sale and Services Agreement with its marketing affiliate effective March 23, 2001, pursuant to which
Midwest Generation's marketing affiliate arranges for purchases and sales of the following products, including services related thereto: (i) electric energy and capacity; (ii) natural
gas; (iii) fuel oil; and (iv) emissions allowances.

Midwest
Generation compensates its marketing affiliate in accordance with the following table with respect to these transactions, and reimburses its marketing affiliate for brokers fees,
taxes, and other reasonably incurred direct out-of-pocket expenses. Payment for these services is due within 30 days of billing.

Service

CompensationElectric energy and/or capacity

$.02/MWh ($.02/MW-day for capacity)Natural gas

$.02/MMBtuFuel oil

$.05/bblEmissions allowances

$.25/SO2 allowance; and $25/NOx allowance


The
net fees earned by the marketing affiliate were $1.2 million, $0.9 million and $1.5 million for the years ended December 31, 2002, 2001 and 2000,
respectively. The amount due from the marketing affiliate was $6.5 million and $5.7 million at December 31, 2002 and 2001, respectively.

Midwest
Generation also entered into several transactions through its marketing affiliate to sell or purchase surplus SO2 or NOx allowances to other EME affiliates. All transactions were
completed at market price on the date of the transaction. Net consideration received was $5.0 million and $10.2 million during 2002 and 2001, respectively.

Notes Receivable from Edison Mission Energy

Proceeds arising from the Powerton-Joliet sale-leaseback transaction (see Note 10) were used by Midwest Generation to make a loan to EME. The
loan is evidenced by four intercompany notes amounting to $1.367 billion. EME is obligated to repay the principal on the notes in a series of installments on the dates and in the amounts set
forth on a schedule to each note. EME has paid and is required to pay interest on the notes on each January 2 and July 2 at an 8.30% fixed interest rate.

28

---

All
amounts due under the notes are due to be repaid in full on January 2, 2016. Midwest Generation earned interest income of $118.9 million during 2002. In addition to the four
intercompany notes above relating to the Powerton-Joliet sale-leaseback, Midwest Generation loaned EME $300 million from the sale-leaseback of the peaker power units.
EME paid off the $300 million note in August 2002 in connection with Midwest Generation's repurchase of the peaker power units.

Services Agreements with Edison Mission Energy and Edison International

Certain administrative services, such as payroll, employee benefit programs, insurance and information technology are shared among all affiliates of Edison
International, and the costs of these corporate support services are allocated to all affiliates. The cost of services provided by Edison International and EME, including those related to Midwest
Generation, are allocated based on one of the following formulas: percentage of the time worked, equity in investment and advances, number of employees, or multi-factor (operating revenues, operating
expenses, total assets and total employees). Midwest Generation participates in a common payroll and benefit program with all Edison International employees. In addition, Midwest Generation is billed
for any direct labor and out-of-pocket expenses for services directly requested for the benefit of Midwest Generation. Midwest Generation believes the allocation methodologies
are reasonable. Costs incurred for these programs, payroll funding, and other services during the years ended December 31, 2002, 2001 and 2000 were $124.7 million, $127.4 million
and $149.4 million, respectively.

Midwest
Generation participates in the insurance program of Edison International, including property, general liability, workers compensation and various other specialty policies.
Midwest Generation's insurance premiums are generally based on its share of risk related to each policy. In connection with the property insurance program, a portion of the risk is reinsured by a
captive insurance subsidiary of Edison International.

Midwest
Generation recorded a receivable from EME of $169.9 million at December 31, 2001 related to the tax due under the tax-allocation agreement. For the year
ended December 31, 2002, all outstanding receivables were realized through a reduction in amounts owed under Midwest Generation's affiliate subordinated loan agreement with Edison Mission
Overseas. See "Note 2. Summary of Significant Accounting Policies" for further discussion of the tax-allocation agreement.

Contribution of Services by Parent

Midwest Generation EME, LLC is Midwest Generation's indirect parent in Illinois and provides executive management, legal, human resources, accounting and
other administrative services in Chicago on Midwest Generation's behalf without charge. In connection with regulations of the Securities and Exchange Commission, the costs of these services must be
recorded as part of Midwest Generation's financial results, although Midwest Generation does not have a cash obligation to pay for these activities. The costs of these services, after tax, were
$10.6 million, $11.3 million and $7.8 million for the periods ended December 31, 2002, 2001 and 2000, respectively. Midwest Generation has reflected these activities as a
non-cash contribution of services by its parent in the accompanying financial statements.

Support Services Agreement with Parent

Midwest Generation entered into an agreement with its indirect parent, Midwest Generation EME, LLC to provide support services, including construction and
construction management, operations and maintenance management, technical services and training, environmental, health and safety services, administrative and IT support, and other managerial and
technical services needed to operate and maintain electric power facilities. Under the terms of the agreement, Midwest Generation reimburses Midwest Generation EME for actual costs incurred by
functional area in providing support

29

---

services,
or in the case of specific tasks Midwest Generation requests, the amount negotiated for the task. Actual costs billable under this agreement for the years ended December 31, 2002,
2001 and 2000 were $6.8 million, $7.0 million and $8.3 million, respectively.

Fuel Services Agreements

Midwest Generation entered into agreements with Edison Mission Energy Services, Inc. to provide fuel and transportation services related to coal and fuel
oil. Under the terms of these agreements, Midwest Generation pays a service fee of $.06 for each ton of coal delivered and $.05 for each barrel of fuel oil delivered, plus the actual cost of the
commodities. The amount billable under this agreement for the years ended December 31, 2002, 2001 and 2000 was $1.1 million, $1.3 million and $1.0 million, respectively.

Note 12. Supplemental Statements of Cash Flows Information

Years Ended December 31,2002

2001

2000Cash paid:Interest

$
342,535

$
344,931

$
293,841Income taxes (receipts)

$


$


$
Details of facility acquisition:Fair value of assets acquired

$


$


$
16,895Liabilities assumed








Net cash paid for acquisitions

$


$


$
16,895Non-cash investing and financing activities:Reduction in affiliate debt due to tax-allocation agreement offset

$
189,853

$


$
Assets acquired under lease financing

$


$


$
1,367,000


Note 13. Quarterly Financial Data (unaudited)

2002

First

Second

Third(i)

Fourth

TotalOperating revenues

$
163,806

$
277,840

$
529,490

$
177,541

$
1,148,677Operating income (loss)


(53,876
)

37,810


236,359


(18,006
)

202,287Provision (benefit) for income taxes


(41,064
)

(2,261
)

67,643


(33,838
)

(9,520
)Net income (loss)


(66,231
)

(14,113
)

111,751


(47,237
)

(15,830
)2001

First

Second

Third(i)

Fourth

TotalOperating revenues

$
175,307

$
250,972

$
475,461

$
155,742

$
1,057,482Operating income (loss)


(56,310
)

(8,631
)

220,951


(51,831
)

104,179Provision (benefit) for income taxes


(48,104
)

(29,163
)

60,478


(39,650
)

(56,439
)Net income (loss)


(77,120
)

(46,796
)

96,714


(70,462
)

(97,664
)


---

30

---



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 on
Form 10-K/A to its annual report on Form 10-K for the year ended December 31, 2002 to be signed on its behalf by the undersigned, thereunto duly
authorized.

| |  | Midwest Generation, LLC(Registrant)
| |  | -----------------------------------
| |  | By:                                
| |  | Date:                              

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on
the dates indicated.

|Signature                                     |  | Title                                 |  | Date       
|--------------------------------------------- |  | ------------------------------------- |  | -----------
|                                              |  |                                       |  |            
|Principal Executive Officer:                  |  |                                       |  |            
|/s/GEORGIA R. NELSONGeorgia R. Nelson         |  | Manager and President                 |  | May 6, 2003
|Principal Financial Officer:                  |  |                                       |  |            
|/s/KEVIN M. SMITHKevin M. Smith               |  | Manager, Vice President and Treasurer |  | May 6, 2003
|Principal Accounting Officer:                 |  |                                       |  |            
|/s/MARK C. CLARKEMark C. Clarke               |  | Vice President and Controller         |  | May 6, 2003
|Majority of Board of Managers:                |  |                                       |  |            
|/s/JOHN P. FINNERAN, JR.John P. Finneran, Jr. |  | Manager and Vice President            |  | May 6, 2003
|/s/RONALD L. LITZINGERRonald L. Litzinger     |  | Manager and Vice President            |  | May 6, 2003
|/s/RAYMOND W. VICKERSRaymond W. Vickers       |  | Manager                               |  | May 6, 2003

31

---



CERTIFICATIONS

I,
Georgia R. Nelson, certify that:

|Date: May 6, 2003 |  | /s/GEORGIA R. NELSONGeorgia R. Nelson Manager and
President
|----------------- |  | -----------------------------------------------------------

32

---

CERTIFICATIONS

I,
Kevin M. Smith, certify that:

|Date: May 6, 2003 |  | /s/KEVIN M. SMITHKevin M. Smith Manager, Vice President
and Treasurer
|----------------- |  | ---------------------------------------------------------------------

33

---

QuickLinks