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

January 25, 2005
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:

Table of Contents

Section 2 — Financial Information

Item 2.02. Results of Operations and Financial Condition

Section 7 — Regulation FD

Item 7.01. Regulation FD Disclosure

On January 25, 2005, Exelon Corporation (Exelon) announced via press release Exelon’s results for the fourth quarter ended December 31, 2004. A copy of Exelon’s press release and the earnings release attachments are attached hereto as Exhibit 99.1. Discussion materials for the January 26, 2005 conference call are attached hereto as Exhibits 99.2 through 99.5. 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.

January 25, 2005

Exhibit 99.1

News Release

Exelon Announces Fourth Quarter Earnings and
Reports $2.78 Per Diluted Share for Full Year; Declares Quarterly Dividend

Chicago (January 25, 2005) — Exelon Corporation’s (Exelon) fourth quarter 2004 consolidated earnings prepared in accordance with GAAP were $363 million, or $0.54 per diluted share, compared with $274 million, or $0.41 per diluted share, in 2003. Full year 2004 consolidated earnings prepared in accordance with GAAP were $1,864 million, or $2.78 per diluted share, compared with $905 million, or $1.38 per diluted share, in 2003.

Exelon’s adjusted (non-GAAP) operating earnings for the fourth quarter of 2004 were $391 million, or $0.58 per diluted share, compared with $382 million, or $0.58 per diluted share, for the same period in 2003. The slight increase in year-over-year adjusted (non-GAAP) operating earnings was primarily due to the acquisition of the second half of AmerGen Energy Company, LLC (AmerGen) in late 2003, higher margins at Exelon Generation Company, LLC (Exelon Generation) and cost savings related to The Exelon Way program, partially offset by higher taxes other than income taxes and unfavorable mark-to-market adjustments. Adjusted (non-GAAP) operating earnings for the quarter included an unrealized mark-to-market loss of $0.04 per share from non-trading activities at Exelon Generation and an estimated negative $0.02 per share from reduced kWh sales at Commonwealth Edison Company (ComEd) and PECO Energy Company (PECO) due to milder than normal winter weather in the fourth quarter. Excluding these two items, which were not considered in the company’s fourth quarter earnings guidance, adjusted (non-GAAP) operating earnings would have been $0.64 per diluted share.

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

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

Full year 2004 adjusted (non-GAAP) operating earnings were $2.78 per diluted share, up 6.5 percent over 2003 adjusted (non-GAAP) operating earnings of $2.61 per diluted share. The full year adjusted (non-GAAP) operating earnings improvement was due to a number of factors including strong core growth in retail volumes, higher generation margins, the acquisition of the second half of AmerGen in 2003, cost savings related to The Exelon Way, reduced losses at Enterprises and lower interest expense. Partially offsetting these favorable year-over-year earnings drivers were lower competitive transition charge (CTC) revenue, as expected, at ComEd; milder than normal weather; higher depreciation and amortization expense; and higher taxes other than income taxes. Adjusted (non-GAAP) operating earnings for the year included an unrealized mark-to-market loss of $0.01 per share from non-trading activities at Exelon Generation and an estimated negative $0.11 per share from reduced kWh sales at ComEd and PECO due to milder than normal weather. The company’s full year earnings guidance assumed normal weather and no mark-to-market adjustments.

“We were able to increase full year operating earnings per share by 6.5 percent over last year, despite a very mild summer in both Chicago and Philadelphia that reduced earnings in our energy delivery business by about $0.09 per share compared with 2003. Our strong performance in 2004 demonstrates healthy growth in our core business and a successful cost reduction program,” said John W. Rowe, Exelon’s chairman, president and CEO. “With $2.78

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of adjusted (non-GAAP) operating earnings per share in 2004, Exelon has achieved nearly 10 percent average annual EPS growth since its formation in late 2000.”

2005 Earnings Outlook
Rowe added, “We are raising our 2005 adjusted (non-GAAP) operating earnings guidance to $2.90 to $3.10 per share to reflect normalized 2004 results of $2.90 per share and our confidence in continued strong earnings growth this year driven by 1.5 to 2.0 percent core load growth, higher realized generation margins and continued cost savings.”

Exelon’s outlook for adjusted (non-GAAP) operating earnings excludes income resulting from investments in synthetic fuel-producing facilities, the financial impact of the company’s investment in Sithe and merger-related costs. Giving consideration to these factors, Exelon estimates 2005 GAAP earnings will fall in the range of $2.95 to $3.15 per share. This estimate does not include any impact of future changes to GAAP. First quarter adjusted (non-GAAP) operating earnings are expected to be between $0.50 and $0.75 per share. Earnings guidance is based on the assumption of normal weather.

Quarterly Common Dividend Declared
The Board of Directors of Exelon declared a regular quarterly dividend of $0.40 per share on Exelon’s common stock. The dividend is payable on March 10, 2005 to shareholders of record of Exelon at 5:00 p.m. New York Time on February 15, 2005.

Fourth 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 fourth quarter of 2004 was $248 million compared with net income of $250 million in the fourth quarter of 2003. Fourth quarter 2004 net income included an after-tax charge of $14 million related to debt retirement charges associated with ComEd’s accelerated liability management plan. Fourth quarter 2004 and 2003 net income included after-tax severance and severance-related costs related to The Exelon Way of $7 million and $41 million, respectively. Excluding these items, Energy Delivery’s net income decreased $22 million compared to the same quarter last year, primarily due to higher taxes other than income taxes; decreased revenue net fuel driven by lower transmission revenues at ComEd; and increased depreciation and amortization expense, primarily related to higher plant balances at both ComEd and PECO and competitive transition charge amortization at PECO, partially offset by lower interest costs.

Heating degree-days for the fourth quarter of 2004 in the ComEd service territory were down 2 percent relative to the same period in 2003 and were 10 percent below normal. In the PECO service territory, heating degree-days were up 1 percent compared with 2003 and were 5 percent below normal. Retail kWh deliveries increased 4 percent for ComEd, with a 4 percent increase in deliveries to the residential customer class. PECO’s retail kWh deliveries increased 2 percent overall, with residential deliveries up 2 percent. Energy Delivery’s fourth quarter 2004 revenues were $2,436 million, up 4 percent from $2,352 million in 2003. Weather did not have a significant impact on fourth quarter 2004 earnings per share relative to 2003 but decreased fourth quarter 2004 earnings per share by approximately $0.02 relative to the normal weather that was incorporated in 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. Fourth quarter 2004 net income was $74 million compared with $92 million in the fourth quarter of 2003. Fourth quarter 2004 net income included after-tax charges associated with Exelon Generation’s investment in Sithe of $11 million, severance and severance-related

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after-tax charges associated with The Exelon Way of $9 million and charges associated with Boston Generating of $3 million. Fourth quarter 2003 net income included after-tax charges associated with Exelon Generation’s investment in Sithe of $15 million and severance and severance-related after-tax charges associated with The Exelon Way of $11 million. Fourth quarter 2004 net income also included an after-tax unrealized mark-to-market loss, excluding Sithe, of $25 million from non-trading activities compared with a $4 million after-tax unrealized mark-to-market loss, excluding Boston Generating, in the fourth quarter of 2003. Excluding the impact of the items listed above, Generation’s net income was comparable with the same quarter last year, primarily due to the acquisition of the remaining 50 percent of AmerGen, higher generation margins, lower operating and maintenance expense related to nuclear operations, and increased earnings at Exelon Energy, offset by several favorable adjustments in the fourth quarter of 2003 related to taxes other than income taxes and income generated by Boston Generating in 2003.

Energy sales, exclusive of trading volumes, totaled 48,109 GWhs for the fourth quarter of 2004 compared with 54,348 GWhs in 2003, reflecting the adoption of a new accounting standard (EITF 03-11) that required certain energy transactions to be netted within revenues, partially offset by the acquisition of the remaining 50 percent of AmerGen which resulted in 1,584 GWhs of additional sales in 2004. The new standard resulted in a reduction of 6,907 GWhs for the fourth quarter of 2004. The remaining GWh variance was primarily driven by lower fossil and hydro generation and the decision not to renew the Midwest Generation options, partially offset by higher sales to PECO and ComEd due to higher deliveries to their residential and large commercial and industrial customers. Generation’s fourth quarter 2004 revenues were $1,785 million, down 9 percent from fourth quarter 2003 revenues of $1,965 million due to the sale of Boston Generating and the adoption of EITF 03-11. These drivers were partially offset by the acquisition of the remaining 50 percent 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 $255 million, $251 million and $4 million, respectively, but had no impact on net income. Revenues and expenses from prior periods were not affected.

Generation’s revenue, net of purchased power and fuel expense, increased by $173 million in the fourth quarter of 2004 compared with the fourth 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 $164 million, while 2003 included $24 million from Boston Generating. Excluding these items, the change in revenue, net of purchased power and fuel expense, increased $33 million quarter over quarter primarily due to higher realized wholesale prices, lower capacity payments to Midwest Generation and forward hedging of fossil fuel costs. Generation’s average realized margin on all sales, excluding trading activity, was $13.15 per MWh in the fourth quarter of 2004 compared with $10.72 per MWh in the fourth quarter of 2003.

Exelon Enterprises consists primarily of the remaining electrical contracting business of F&M Holdings, LLC 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’ fourth quarter 2004 net loss was $13 million compared to a fourth quarter 2003 net loss of $68 million. During the fourth quarter of 2003, Enterprises recorded an after-tax goodwill impairment charge of $19 million at Services, after-tax impairment charges totaling $15 million related to the wind-down of Services and other Enterprises entities, and an after-tax impairment charge of $5 million related to an equity method investment held by Thermal. Enterprises reported significant decreases in revenues and operating and maintenance expense mainly due to the sale or wind-down of its operations.

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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. Reconciliations of GAAP to adjusted (non-GAAP) operating earnings for historical periods are attached. Additional Earnings Release Attachments, which include these reconciliations on pages 7 and 8, 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 January 25, 2005.

Conference call information: Exelon has scheduled a conference call for 8 AM ET (7 AM CT) on January 26, 2005. 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 February 11th. 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 5568629.