UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT

October 21, 2004
Date of Report (Date of earliest event reported)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information
Item 2.02. Results of Operations and Financial Condition
Section 7 – Regulation FD
Item 7.01. Regulation FD Disclosure

On October 21, 2004, Exelon Corporation (Exelon) announced via press release Exelon’s results for the third quarter ended September 30, 2004. A copy of Exelon’s press release and the earnings release attachments are attached hereto as Exhibit 99.1. Discussion materials for the October 21, 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 2.02 and 7.01 of Form 8-K and are furnished to, but not filed with, the Securities and Exchange Commission.

Section 9 – Financial Statements and Exhibits
Item 9.01 – Financial Statements and Exhibits

(c) Exhibits

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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.

Except for the historical information contained herein, 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.

October 21, 2004

EXHIBIT 99.1

News Release

Exelon Announces Strong Third Quarter Earnings Despite Mild Summer;
Increases Common Dividend by 31%

Chicago (October 21, 2004) — Exelon Corporation’s (Exelon) third quarter 2004 consolidated earnings prepared in accordance with GAAP were $568 million, or $0.85 per diluted share, compared with a loss of $102 million, or $0.16 per diluted share, in third quarter 2003.

Exelon’s adjusted (non-GAAP) operating earnings for the third quarter of 2004 were $608 million, or $0.91 per diluted share, compared with $535 million, or $0.81 per diluted share, for the same period in 2003. The 12% adjusted (non-GAAP) operating earnings per share improvement was due to a number of factors, including the acquisition of the second half of AmerGen in late 2003, retail volume growth, cost savings related to The Exelon Way program, and favorable mark-to-market adjustments in energy contracts, partially offset by mild summer weather.

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

Adjusted (non-GAAP) operating earnings for the third quarter of 2003 did not include the following items that were included in reported GAAP earnings:

“I could not be more pleased with our third quarter results,” said John W. Rowe, Exelon Chairman and CEO. “Despite one of the more mild summers in recent years, especially in our ComEd territory, we increased operating earnings per share by 12% from last year, reflecting continued strong core growth in our delivery business, higher wholesale margins and continued operational improvements through The Exelon Way. We remain comfortable with our previously increased full year operating earnings guidance of $2.75 to $2.90 per share.”

Adjusted (non-GAAP) operating earnings guidance excludes earnings from investments in synthetic fuel producing facilities, debt retirement charges associated with ComEd’s accelerated liability management plan, reimbursements from the DOE for prior period spent fuel storage costs, the cumulative effect of adopting FIN 46-R, any profit or loss related to BG, and severance and severance-related costs related to The Exelon Way. Fourth quarter adjusted (non-GAAP) operating earnings are expected to be between $0.55 and $0.70 per share. Earnings guidance is based on the assumption of normal weather for the last quarter of 2004.

Common Dividend Increase

“I am also pleased to announce that because we have sufficient cash flow to both complete our 2004 balance sheet strengthening program on schedule, and accelerate our next planned dividend increase, the Board of Directors has declared a dividend of $0.40 per share on Exelon’s common stock, payable December 10, 2004, to shareholders of record at 5:00 p.m. New York time on November 15, 2004,” said Mr. Rowe. “This latest increase is in line with our previously announced policy of targeting a dividend payout ratio of 50 to 60% of ongoing earnings, which is consistent with our peer group and appropriate for our business mix. Moreover, the dividend increase reflects our confidence in the sustainability of recent earnings and cash flow improvements and demonstrates our continued commitment to return cash to our shareholders after making the necessary investments in our core business.” Payment of future dividends is subject to approval and declaration by the Board.

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Third 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 third quarter of 2004 was $262 million compared with net income of $303 million in the third quarter of 2003. Third quarter 2004 net income included an after-tax charge of $64 million related to debt retirement charges associated with ComEd’s liability management plan, and third quarter 2003 net income included an after-tax benefit to PECO of $38 million related to the reduction of certain real estate tax reserves. Third quarter 2004 and 2003 net income included after-tax severance and severance-related costs related to The Exelon Way of $12 million and $66 million, respectively. Excluding these items, Energy Delivery’s net income increased $7 million compared to the same quarter last year, primarily due to an increase in weather-normalized kWh deliveries, Exelon Way savings, lower interest costs and lower taxes other than income, partially offset by mild summer weather in both the ComEd and PECO service territories and increased depreciation and amortization expense, primarily competitive transition charge amortization at PECO.

Cooling degree-days for the third quarter of 2004 in the ComEd service territory were down 27% relative to the same period in 2003 and were 30% below normal. In the PECO service territory, cooling degree-days were down 16% compared with 2003 and were 5% below normal. Retail kWh deliveries decreased 2% for ComEd, with a 9% decrease in deliveries to the residential customer class. PECO’s retail kWh deliveries decreased 1% overall, with residential deliveries down 1%. Energy Delivery’s third quarter 2004 revenues were $2,844 million, down 1% from $2,886 million in 2003. The impact of cooler weather decreased third quarter 2004 earnings per share by approximately $0.09 relative to 2003, and decreased third quarter 2004 earnings per share by approximately $0.08 relative to the normal weather that was incorporated in our earnings guidance.

Exelon Generation consists of Exelon’s electric generation operations, competitive retail sales and power marketing and trading functions. Generation’s 2003 results have been adjusted to include Exelon Energy, which was transferred to Generation as of January 1, 2004. Third quarter 2004 net income was $319 million compared with a net loss of $431 million in the third quarter of 2003. Third quarter 2004 net income included after-tax earnings of $25 million related to the spent nuclear fuel storage cost reimbursements from the DOE for prior years and severance and severance-related after-tax charges associated with The Exelon Way of $6 million. Third quarter 2003 net income included a $573 million after-tax charge for the impairment of the BG assets, an additional after-tax impairment loss of $36 million on the investment in Sithe, severance and severance-related after-tax charges associated with The Exelon Way of $30 million, and a $9 million after-tax benefit for the reduction of an accrual for Pennsylvania property taxes. Third quarter 2004 net income also included an unrealized mark-to-market gain, excluding Sithe, of $34 million after-tax from non-trading activities compared with a $6 million after-tax unrealized mark-to-market gain, excluding BG, in the third quarter of 2003. Excluding the impact of the items listed above, Generation’s net income increased by $73 million compared with the same quarter last year, primarily due to the acquisition of the remaining 50% of AmerGen and The Exelon Way savings, partially offset by higher depreciation and amortization expense.

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Energy sales, exclusive of trading volumes, totaled 51,934 GWhs for the third quarter of 2004 compared with 62,290 GWhs in 2003, reflecting the adoption of a new accounting standard (EITF 03-11) that required certain energy transactions to be netted within revenues, lower sales to Energy Delivery and lower market sales, partially offset by the acquisition of the remaining 50% of AmerGen. The new standard resulted in a reduction of 6,919 GWhs for the third quarter of 2004. The remaining GWh variance was primarily driven by lower sales to PECO and ComEd due to cooler than normal weather. Generation’s third quarter 2004 revenues were $2,253 million, down 14% from third quarter 2003 revenues of $2,630 million due to the sale of BG, the adoption of EITF 03-11 and decreased revenues from Energy Delivery. These drivers were partially offset by the acquisition of the remaining 50% of AmerGen and the consolidation of Generation’s investment in Sithe Energies, Inc. as of March 31, 2004. The adoption of EITF 03-11 resulted in reductions in revenues, purchased power expense and fuel expense of $272 million, $271 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 $193 million in the third quarter of 2004 compared with the third quarter of 2003 excluding the mark-to-market impact in both years. The incremental 2004 revenue net fuel contribution, excluding mark-to-market, from AmerGen and Sithe was $237 million, and 2003 included $46 million from BG. Excluding these impacts, revenue, net of purchased power and fuel expense, was relatively flat quarter over quarter. A drop in sales volumes to ComEd and PECO, primarily due to cooler summer weather in 2004, was offset by higher average realized margins, driven by lower capacity payments to Midwest Generation and effective hedging of fossil fuel costs. Generation’s average realized margin on all sales, excluding trading activity, was $16.47 per MWh in the third quarter of 2004 compared with $10.50 per MWh in the third quarter of 2003.

Exelon Enterprises consists of 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’ 2003 results have been adjusted to exclude Exelon Energy, which was transferred to Generation as of January 1, 2004. Enterprises’ third quarter 2004 net loss was $20 million, primarily as a result of a revised valuation of several investments due to a change in accounting principle and an impairment related to a planned disposition of certain investments. Enterprises’ third quarter 2003 net income was $19 million, which included an after-tax gain of $29 million related to the sale of certain businesses of InfraSource. Enterprises reported significant decreases in revenues, purchased power and fuel expense, and operating and maintenance expense mainly due to the sale of InfraSource, Inc. late in the third quarter of 2003 and the sale or wind-down of other 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 attached. Additional Earnings Release Attachments, which include this reconciliation on page 7, are posted on Exelon’s web site: www.exeloncorp.com and have been filed with the Securities and Exchange Commission on Form 8-K on October 21, 2004.

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Conference call information: Exelon has scheduled a conference call for 11 AM ET (10 AM CT) on October 21, 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 November 5th. 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 5234844.

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, 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 5.1 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 5.1 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)

(a) Effective January 1, 2004, Exelon Energy Company became part of Generation. The results for the three months ended September 30, 2003 have been adjusted to reflect Exelon Energy Company as part of Generation during that period.

1

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

(a) Consolidated results for the nine months ended September 30, 2004 include an $18 million reduction in net periodic postretirement benefit cost due to the early adoption of FSP FAS 106-2 in the second quarter of 2004, including $6 million related to the three months ended March 31, 2004. Previously reported financial information for the three months ended March 31, 2004 will be adjusted when presented for comparative purposes in future periods.

(b) Effective January 1, 2004, Exelon Energy Company became part of Generation. The results for the nine months ended September 30, 2003 have been adjusted to reflect Exelon Energy Company as part of Generation during that period.

2

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

(a) Effective January 1, 2004, Exelon Energy Company became part of Generation. Generation’s results for the three and nine months ended September 30, 2003 have been adjusted to reflect Exelon Energy Company as part of Generation during those periods.

3

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

(a) Effective January 1, 2004, Exelon Energy Company became part of Generation. Enterprises’ results for the three and nine months ended September 30, 2003 have been adjusted to exclude the financial impact of Exelon Energy Company for those periods.

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