Filed Pursuant to Rule 433
Registration No. 333-169477-03
March 28, 2012
POTOMAC ELECTRIC
POWER COMPANY
$200,000,000
First Mortgage Bonds, 3.05% Series due April 1, 2022
| Issuer: | Potomac Electric Power Company | |
| Issue: | First Mortgage Bonds, 3.05% Series due April 1, 2022 | |
| Ratings:* | A3/A/A (Moody’s/S&P/Fitch) | |
| Offering Size: | $200,000,000 | |
| Coupon: | 3.05% | |
| Trade Date: | March 28, 2012 | |
| Settlement Date: | April 4, 2012 (T+5) | |
| Maturity: | April 1, 2022 | |
| Price to Public: | 99.710% per Bond | |
| Proceeds (before expenses) to Issuer: | $198,120,000 | |
| Benchmark Treasury: | 2.00% due February 15, 2022 | |
| Benchmark Treasury Yield: | 2.184% | |
| Spread to Benchmark Treasury: | +90 bps | |
| Yield to Maturity: | 3.084% | |
| Optional Redemption: | Make-whole call, 15 bps spread over the U.S. Treasury selected by the reference treasury dealer | |
| Interest Payment Dates: | April 1 and October 1 of each year, commencing on October 1, 2012 | |
| CUSIP/ISIN Number: | 737679DD9 / US737679DD90 | |
| Joint Book-Running Managers: | Wells Fargo Securities, LLC KeyBanc Capital Markets Inc. RBS Securities Inc. | |
| Co-Manager: | Loop Capital Markets LLC | |
| * | A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organization. Each security rating agency has its own methodology for assigning ratings, and, accordingly, each rating should be considered independently of all other ratings. |
The issuer has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Wells Fargo Securities, LLC toll free at 1-800-326-5897, KeyBanc Capital Markets Inc. toll-free at 1-866-227-6479 or RBS Securities Inc. toll-free at 1-866-884-2071.