8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 30, 2004

EDISON MISSION ENERGY

(Exact name of registrant as specified in its charter)

DELAWARE	000-24890	95-4031807
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. employer identification no.)
18101 Von Karman Avenue Irvine, California 92612
(Address of principal executive offices, including zip code)
949-752-5588
(Registrant’s telephone number, including area code)

Items 1 through 4, 6, 8 and 10 through 12 are not included because they are inapplicable.

This current report includes forward-looking statements. Edison Mission Energy has based these forward-looking statements on its current expectations and projections about future events based upon knowledge of facts as of the date of this current report and its assumptions about future events. These forward-looking statements are subject to various risks and uncertainties that may be outside Edison Mission Energy’s control. Edison Mission Energy has no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This current report should be read in conjunction with Edison Mission Energy’s 2003 Annual Report on Form 10-K. Capitalized terms used in this current report which are not specifically defined have the meanings set forth in the other reports.

Item 5.  Other Events

On July 30, 2004, Edison Mission Energy (the “Company”) issued a press release announcing that it has entered into an agreement to sell its interests in all of its remaining international energy assets (other than Contact Energy Limited) located in Europe, the Asia Pacific region and Puerto Rico. The Company announced it entered into an agreement to sell its holding in Contact Energy Limited on July 20, 2004. The Company is attaching a copy of the press release as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”).  Such information is incorporated herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits.

99.1Press Release of Edison Mission Energy, dated July 30, 2004.

99.2Information Relating to Sale of International Assets by Edison Mission Energy.

Item 9.  Regulation FD Disclosure

In connection with the proposed sale of the Company’s international assets, Edison International, the ultimate parent company of the Company, is providing certain information to investors and the public. The Company is furnishing such information herewith as Exhibit 99.2 to this Report. Such information is incorporated herein by reference.

In accordance with general instruction B.2 and B.6 of Form 8-K, the information furnished in Item 9 of this Report, including Exhibit 99.2, is being furnished pursuant to Item 9 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of such section. The furnishing of the information in Item 9 of this Report and in Exhibit 99.2 is not intended to, and does not, constitute a determination or admission that the information in Item 9 of this Report is material, or that you should consider this information before making an investment decision with respect to any security of the Company. The Company does not make any representation or warranty as to the accuracy or completeness of any of the information in Item 9 and Exhibit 99.2 of this Report.

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SIGNATURE

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

Edison Mission Energy
(Registrant)

Date:	July 30, 2004	/s/ Kevin M. Smith
		KEVIN M. SMITH
		Senior Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE

Contact:  Kevin Kelley, (626) 302-7835

www.edisonnews.com

Edison Mission Energy and Edison International Announce
Sale of International Power Generation Portfolio

IRVINE, Calif. (USA), July 30, 2004 – Edison Mission Energy (EME) and its parent Edison International (NYSE: EIX) today announced that EME has entered into an agreement to sell its remaining 5,381 MW (net) international power generation portfolio, owned by a Dutch holding company which EME refers to as the “BV”, to a consortium comprised of International Power plc (70%) and Mitsui & Co., Ltd. (30%). The purchase price is $2.3 billion, subject to certain purchase price adjustments prior to closing resulting in an expected net purchase price of approximately $2.2 billion.

The BV sale agreement is an important step toward EME achieving its previously announced intention to sell its entire international portfolio of generation assets in Europe, Asia Pacific and Puerto Rico.  Closing of the BV transaction is subject to approval by International Power’s shareholders, and to a number of regulatory approvals and project level consents.  The sale is expected to close in the fourth quarter of 2004.

This transaction follows EME’s recently reported sale of its 51.2% holding in Contact Energy Ltd. to Origin Energy Limited for approximately $750 million.  Together, these two transactions represent an aggregate equity purchase price of $3.05 billion, which is expected to yield proceeds of approximately $2.5 billion to EME after taxes and transaction expenses.

Upon closing, these transactions will complete the third step in EME’s four step restructuring plan announced in November 2003.  These transactions combined with the tax benefits from the decommissioning of the Collins Power Station in Illinois will generate approximately $2.8 billion of cash from restructuring activities.  EME plans to use this cash to begin the fourth and final delevering step of its restructuring plan by paying down an $800 million bridge loan of Mission Energy Holdings International, Inc, a direct subsidiary of EME.

After completion of the BV and Contact sales, a financially healthier EME will be focused on its domestic operations, which include approximately 7,500 MW of low cost, coal-fired generation and just under 1,100 MW of contracted gas-fired generation located predominantly in California.

- MORE -

International Power plc is a global independent electricity generating company with 11,210MW (net) in operation and 1,655MW (net) under construction. International Power has power plants in operation or under construction in Australia, the United States, the United Kingdom, the Czech Republic, Portugal, Turkey, the UAE, Oman, Saudi Arabia, Malaysia, Pakistan and Thailand.

Mitsui & Co., Ltd. is a major Japanese trading company engaged in a number of worldwide commodity businesses, including power and energy-related products, iron & steel, non-ferrous metals, machinery, electronics, chemicals, food products, textiles, general merchandise and real estate. Mitsui’s other businesses include industrial project management, information technology, biotechnology and financial services.

Lehman Brothers and Credit Suisse First Boston are acting as financial advisors to EME on the sale of its international assets.

# # #

Based in Rosemead, Calif., Edison International (NYSE:EIX) is the parent company of Southern California Edison, Edison Mission Energy, and Edison Capital.

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EX-99.2

Exhibit 99.2

Searchable text section of graphics shown above

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Supplementary Materials to
EIX July 30, 2004 Investor Call

The following presentation contains estimates, projections, and other forward-looking statements that involve risks and uncertainties.  Actual results or outcomes could differ materially as a result of such important factors as the outcome of state and federal regulatory proceedings affecting the restructuring of the electric utility industry, the impacts of new laws and regulations relating to industry restructuring and other matters affecting the Company and its subsidiaries, the effects of increased competition of the electric utility and other energy-related businesses, changes in electricity prices and fuel costs, new or increased environmental liabilities, risks of doing business in foreign counties, such as political changes and currency devaluations or other changes, construction and operation risks, and increases in financing costs, and other matters discussed in the Company’s filings pursuant to the Securities Exchange Act of 1934.

Sale of International Assets

Key Highlights

•Complete divestiture of international operations

•Two transactions for total unadjusted equity proceeds of $3.05 billion

•Previously announced sale of 51.2% stake in Contact Energy to Origin for unadjusted equity proceeds of approximately $750 million

•Sale of remaining international projects to International Power and Mitsui for unadjusted equity proceeds of $2.3 billion

•Sales maximize after-tax proceeds to EME

•Credit positive for EME / MEHC

•Expect to close both transactions in fourth quarter 2004

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Sale of International Assets

Transaction Summary

•Asset: MEC International BV (the “BV”) - 13 power projects in 9 countries

•Buyer:  JV between International Power (70%) and Mitsui (30%)

•Equity Purchase Price: US$2.3 billion, subject to adjustments

•Transaction Subject to:

•International Power shareholder vote

•Certain regulatory approvals and project level consents

•Outside Date: December 31, 2004

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Sale of International Assets

Transaction Summary

•Asset: 51.2% stake in Contact Energy (Publicly traded company in NZ)

•Buyer: Origin Energy (Publicly traded company in Australia)

•Per Share Purchase Price: NZ$5.67

•Equity Purchase Price(1): ~US$750 million

•Regulatory Approvals: NZ Takeover Panel (on track)

•Outside Date: November 30, 2004

(1) Net of back-leverage indebtedness assumed by Origin of approximately US$350 million

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Sale of International Assets

Recap

•On an aggregate basis, the two transactions represent a positive outcome for EME

•Initial estimate of after-tax gain on sales of approximately $550 million

•Aggregate valuation multiples are set out below

	Transaction Equity Value to Estimated:
	2003		2004
Net Income (1)	23	x	17	x
Net Distributions (2)	22	x	16	x

(1)The net income multiples are based on estimated earnings attributable to international operations. Such estimates are subject to adjustment in finalizing the segregation of continuing and discontinued operations. 2004 earnings estimate constitute forward looking information.

(2)Distributions to EME, net of regional overhead costs.

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EME Restructuring Status

Restructuring Plan Recap

•Today’s announcement relates to the third step of the four-step restructuring plan announced in November, 2003

STEP 1	•   December 2003: $800 million bridge financing to meet 2003 MWGen debt maturities
	STEP 2	•   April 2004:  $2.0 billion of long-term debt and liquidity facilities to stabilize the MWGen capital structure and provide liquidity for MWGen/EME operations •   Collins lease termination and plant decommissioning to enhance liquidity
		STEP 3	•   July 2004:  Sale of international assets - unadjusted $3.05 billion
			STEP 4	•Use asset sale proceeds to repay the BV bridge loan and reduce other indebtedness to improve financial strength and flexibility

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EME Restructuring Status

Improvement of Credit Profile

•The primary goal of the EME restructuring is to reduce leverage

•The international asset sales remove a significant amount of debt

($ in millions)	Eliminated Debt
Debt from Consolidated Projects (On EME Balance Sheet)	$	2,447
Pro Rata Debt from Unconsolidated Projects (Off-Balance Sheet)	1,830
Repayment of BV Bridge Loan	800
Total Debt Eliminated	$	5,077

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EME Restructuring Status

Funds for Delevering

•Net proceeds from the sale of the international assets will be available to reduce leverage

•Additional cash liquidity of approximately $370 million is expected from the tax benefit associated with the Collins decommissioning

(US$ in millions)
Gross Equity Proceeds	$	3,050
Less: Estimated Taxes, Adjustments and Transaction Expenses	(585		)
Cash Generated from International Sales	2,465
Less: Repayment of BV Holdings Bridge Loan	(800		)
Add: Lease Termination and Collins Decommissioning Benefit	370
Cash Generated from Restructuring Activities	$	2,035

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EME Restructuring Status

Debt Structure (Pro Forma for International Sales)(1)

($ millions)

Mission Energy Holding Co. (MEHC)

L+7.5% Term Loan B due ‘06	285		(2)
13.5% Sr. Sec Notes due ‘08	800
Total Debt	$	1,085

Edison Mission Energy (EME)

$98 mm Working Capital Facility	0
10.0% Sr. Notes due ‘08	400
7.73% Sr. Notes due ‘09	600
9.875% Sr. Notes due ‘11	600
Note owed to Midwest Gen (P/J)	1,364
CFC Note	78
Total Debt	$	3,042

EME Homer City			Edison Mission Energy			Midwest Generation LLC			Other Domestic Subs
(Homer City)			Funding (Big 4)
						Sr. Sec. Term Loan	700
Lease Debt	$	827	Total Debt	$	164	Sr. Sec Notes due ‘14	1,000
Lease Equity	798					$200 mm Wkg Capital Facility	43
						Total Debt	$	1,743

(1)  Based on 6/30/04 balance sheet; excludes international project debt and BV bridge loan

(2)  $385 million at June 30, 2004 ($100 million repaid in July 2004)

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