UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT

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

July 28, 2004
(Date of earliest
event reported)

Item 9. Regulation FD Disclosure and Item 12. Results of Operations and Financial Condition

On July 28, 2004, Exelon Corporation (Exelon) announced via press release Exelon’s results for its second quarter ended June 30, 2004. A copy of Exelon’s press release is attached hereto as Exhibit 99.1 and discussion materials for the July 28, 2004 conference call are attached hereto as Exhibits 99.2 through 99.4. This Form 8-K and the attached exhibits are provided under Items 9 and 12 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission.

Exhibit Index

This combined Form 8-K is being furnished separately by Exelon, Commonwealth Edison Company (ComEd), PECO Energy Company (PECO) and Exelon Generation Company, LLC (Generation) (Registrants). Information contained herein relating to any individual registrant has been furnished by such registrant on its own behalf. No registrant makes any representation as to information relating to any other registrant.

Certain of the matters discussed in this Report are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from the forward-looking statements made by a registrant include those factors discussed herein, as well as the items discussed in (a) the Registrants’ 2003 Annual Report on Form 10-K — ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Business Outlook and the Challenges in Managing Our Business for each of Exelon, ComEd, PECO and Generation, (b) the Registrants’ 2003 Annual Report on Form 10-K — ITEM 8. Financial Statements and Supplementary Data: Exelon — Note 19, ComEd — Note 15, PECO — Note 14 and Generation — Note 13 and (c) other factors discussed in filings with the United States Securities and Exchange Commission (SEC) by the Registrants. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Report. None of the Registrants undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this Report.

SIGNATURES

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

July 28, 2004

EXHIBIT 99.1

News Release

Exelon Announces Strong Second Quarter Earnings;
Expects Full Year Earnings to be Near High End of Guidance;
Increases Common Dividend by 10.9%;
Plans 50 to 60% Dividend Payout Starting Full Year 2005

Chicago (July 28, 2004) – Exelon Corporation’s (Exelon) second quarter 2004 consolidated earnings prepared in accordance with GAAP were $521 million, or $0.78 per diluted share, compared with $372 million, or $0.57 per diluted share, in second quarter 2003.

Exelon’s adjusted (non-GAAP) operating earnings for the second quarter of 2004 were $476 million, or $0.71 per diluted share, compared with $402 million, or $0.61 per diluted share, for the same period in 2003. The 16% adjusted (non-GAAP) operating earnings per share improvement was due to a number of factors including higher retail kWh deliveries, higher wholesale margins, cost savings related to The Exelon Way program, the continued exit from Exelon Enterprises, the acquisition of the second half of AmerGen in late 2003 and lower interest expense. Partially offsetting these positive earnings factors were decreased competitive transition charge (CTC) revenue, as expected, at Commonwealth Edison Company (ComEd) and higher depreciation and amortization expenses.

Adjusted (non-GAAP) operating earnings is a non-GAAP financial measure. Adjusted (non-GAAP) operating earnings for the second quarter of 2004 do not include the following items that are included in reported GAAP earnings:

Adjusted (non-GAAP) operating earnings for the second quarter of 2003 did not include the following item that was included in reported GAAP earnings:

“Our strong second quarter results reflect robust load growth, improving wholesale margins, continued operational improvements through The Exelon Way and continued successful execution of our Path to Exit from Enterprises,” said John W. Rowe, Exelon Chairman and CEO. “In light of our strong first half, we are comfortable with our previously announced full year GAAP earnings guidance of $2.78 to $2.93 per share and operating earnings guidance of $2.68 to $2.83 per share and believe we will come in near the top end of this range. In addition to an annual dividend increase of 12 cents per share, our Board of Directors yesterday also approved a policy of targeting a dividend payout ratio of 50 to 60% of ongoing earnings and authorized our plan to achieve that level of payout for the full year of 2005. The dividend increase along with the new dividend policy reflects our confidence in the sustainability of recent earnings and cash flow improvements and demonstrates our continued commitment to increase our payout to shareholders as we complete our efforts to strengthen our balance sheet.”

Earnings guidance is based on the assumption of normal weather for the last two quarters of 2004. Adjusted (non-GAAP) operating earnings guidance excludes earnings from investments in synthetic fuel producing facilities, the cumulative effect of adopting FIN 46-R, any profit or loss related to Boston Generating and severance and severance-related costs related to The Exelon Way. Third quarter adjusted (non-GAAP) operating earnings are expected to be between $0.75 and $0.95 per share.

Common Dividend Increase

The Exelon Board of Directors declared a dividend of $0.305 per share on Exelon’s common stock, payable September 10, 2004, to shareholders of record at 5:00 p.m. New York time on August 15, 2004. The increase of $0.12 per share annually, approximately 10.9%, will result in an annual dividend rate of $1.22 per share or $0.305 per share quarterly. The Exelon Board of Directors also approved a policy of targeting a payout ratio for regular quarterly dividends of between 50 and 60% of ongoing earnings and authorized a plan to achieve that payout level starting in the full year of 2005. Payment of future dividends is subject to approval and declaration by the Board.

Second Quarter Highlights

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BUSINESS UNIT RESULTS

Exelon Energy Delivery consists of the retail electricity transmission and distribution operations of ComEd and PECO and the natural gas distribution business of PECO. Energy Delivery’s net income in the second quarter of 2004 was $303 million compared with net income of $291 million in the second quarter of 2003. Second quarter 2004 net income

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included severance and severance-related costs related to The Exelon Way of $9 million after-tax. Excluding this item, Energy Delivery’s net income was up $21 million compared to the same quarter last year, primarily due to increased retail kWh deliveries at both ComEd and PECO, Exelon Way savings and lower interest expense, partially offset by lower CTC collections at ComEd, increased depreciation and amortization expense and higher taxes other than income.

Cooling degree-days for the second quarter of 2004 in the ComEd service territory were up 68% relative to the same period in 2003 and were 14% below normal. In the PECO service territory, cooling degree-days were up 66% compared with 2003 and were 32% above normal. Retail kWh deliveries increased 6% for ComEd, with a 12% increase in deliveries to the residential customer class. PECO’s retail kWh deliveries increased 7% overall, with residential deliveries up 12%. Energy Delivery’s second quarter 2004 revenues were $2,435 million, up 5% from $2,322 million in 2003. Energy Delivery’s second quarter 2004 fuel and purchased power expense was $1,059 million, up 7% from $986 million in 2003. The impact of warmer weather increased second quarter 2004 earnings per share by approximately $0.02 relative to 2003, and decreased second quarter 2004 earnings per share by approximately $0.01 relative to the normal weather that was incorporated in our earnings guidance.

Exelon Generation consists of Exelon’s electric generation operations and power marketing and trading functions. Second quarter 2004 net income was $178 million compared with net income of $142 million in the second quarter of 2003. Second quarter 2004 net income included after-tax earnings of $42 million related to Boston Generating, including the gain recognized on disposition and losses on operations in the second quarter prior to its sale. Second quarter net income also included an unrealized mark-to-market gain of $9 million after-tax from non-trading activities compared with a $20 million after-tax unrealized mark-to-market gain in the second quarter of 2003. Excluding the impact of the items listed above, Generation’s net income increased by $5 million compared with the same quarter last year, primarily due to higher revenue net of fuel and purchased power and Exelon Way savings, partially offset by higher operating and maintenance expense primarily due to the consolidation of AmerGen and Sithe.

Energy sales, exclusive of trading volumes, totaled 51,109 GWhs for the second quarter of 2004 compared with 54,318 GWhs in 2003, reflecting the adoption of a new accounting standard (EITF 03-11), which required certain energy transactions to be netted within revenues and lower market sales, partially offset by higher sales to Energy Delivery and the acquisition of the remaining 50% of AmerGen. The new standard resulted in a reduction of 6,185 GWhs for the second quarter of 2004. Generation’s second quarter 2004 revenues were $1,948 million, up 3% from second quarter 2003 revenue of $1,886 million, and were relatively unaffected by trading activities. Increased revenues were due to increased sales to Energy Delivery, the acquisition of the remaining 50% of AmerGen, the transfer of Exelon Energy Company from Enterprises to Generation as of January 1, 2004 and the consolidation of Generation’s investment in Sithe Energies, Inc. as of March 31, 2004, partially offset by decreased revenues at Boston Generating and the adoption of EITF 03-11. The adoption of this new standard resulted in reductions in revenues, purchased power expense and fuel expense of $239 million, $238 million and $1 million, respectively, but had no impact on net income. Earnings from prior periods were not affected.

Generation’s revenue, net of purchased power and fuel expense, increased by $209 million in the second quarter of 2004 compared with the second quarter of 2003 excluding the mark-to-market impact in both years. The revenue net fuel improvement includes $168 million of incremental margin contribution from AmerGen, Exelon Energy and Sithe. The remaining year-over-year increase was driven by an increase in average realized wholesale prices, a

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decrease in capacity payments to Midwest Generation and lower average fossil fuel costs. Fuel costs per MWh were lower year over year despite higher market prices due to hedging. Generation’s average realized margin on all sales, excluding trading activity, was $13.28 per MWh in the second quarter of 2004 compared with $11.53 per MWh in the second quarter of 2003.

Exelon Enterprises consists of the remaining businesses of Exelon Services, the electrical contracting business of F&M Holdings, Inc. and other minor investments most of which are in the process of being sold or shut down. Enterprises’ second quarter 2004 net income was $27 million including gains on the sale of businesses of $66 million. Enterprises’ second quarter 2003 net loss was $61 million including a $30 million after-tax charge for goodwill impairment related to the agreement to sell certain InfraSource businesses and a $23 million after-tax charge related to the impairment of certain Enterprises’ venture capital investments. Enterprises reported significant decreases in revenues, purchased power and fuel expense, and operating and maintenance expense mainly due to the sale of InfraSource, Inc. during the third quarter of 2003, the transfer of its retail energy business, Exelon Energy Company, to Generation as of January 1, 2004, and the sale and wind-down of other Enterprises businesses. Enterprises had a decrease in operating losses of $34 million primarily reflecting the sale and wind-downs of Enterprises businesses.

Adjusted (non-GAAP) Operating Earnings

Adjusted (non-GAAP) operating earnings, which generally exclude non-operational items as well as significant one-time charges or credits that are not normally associated with ongoing operations, are provided as a supplement to results reported in accordance with GAAP. Management uses such adjusted (non-GAAP) operating earnings measures internally to evaluate the company’s performance and manage its operations. A reconciliation of GAAP to adjusted (non-GAAP) operating earnings for historical periods is provided on pages 7 and 8 of the Earnings Release Attachments.

Conference call information: Exelon has scheduled a conference call for 11 AM ET (10 AM CT) on July 28, 2004. The call-in number in the U.S. is 888-802-8581 and the international call-in number is 973-935-8515. No password is required. Media representatives are invited to participate on a listen-only basis. The call will be web-cast and archived on Exelon’s web site: www.exeloncorp.com. (Please select the Investor Relations page.)

Telephone replays will be available until August 15. The U.S. call-in number for replays is 877-519-4471 and the international call-in number is 973-341-3080. The confirmation code is 4934193.

Certain of the matters discussed in this news release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from the forward-looking statements made by a registrant include those discussed herein as well as those discussed in Exelon Corporation’s 2003 Annual Report on Form 10-K in (a) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Outlook and the Challenges in Managing Our Business for Exelon, ComEd, PECO and Generation and (b) ITEM 8. Financial Statements and Supplementary Data: Exelon—Note 19, ComEd—Note 15,

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PECO—Note 14 and Generation—Note 13, and (c) other factors discussed in filings with the Securities and Exchange Commission (SEC) by Exelon Corporation, Commonwealth Edison Company, PECO Energy Company and Exelon Generation Company, LLC (Registrants). Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this press release. None of the Registrants undertakes any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this press release.

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Exelon Corporation is one of the nation’s largest electric utilities with approximately 5 million
customers and $15 billion in annual revenues. The company has one of the industry’s largest portfolios
of electricity generation capacity, with a nationwide reach and strong positions in the Midwest and
Mid-Atlantic. Exelon distributes electricity to approximately 5 million customers in Illinois and
Pennsylvania and gas to approximately 460,000 customers in the Philadelphia area. Exelon is
headquartered in Chicago and trades on the NYSE under the ticker EXC.

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EXELON CORPORATION
Earnings Release Attachments
Table of Contents

EXELON CORPORATION
Consolidating Statements of Income
(unaudited)
(in millions)

1

EXELON CORPORATION
Consolidating Statements of Income
(unaudited)
(in millions)

2

EXELON CORPORATION
Business Segment Comparative Income Statements
(unaudited)
(in millions)

3

EXELON CORPORATION
Business Segment Comparative Income Statements
(unaudited)
(in millions)

4

EXELON CORPORATION
Consolidated Balance Sheets
(unaudited)
(in millions)