Filed Pursuant to Rule 433
Registration No. 333-169477
September 27, 2010
PEPCO HOLDINGS, INC.
$250,000,000
2.70% Notes due October 1, 2015
| Issuer: |
Pepco Holdings, Inc. | |
| Issue: |
2.70% Notes due October 1, 2015 | |
| Ratings:* |
Baa3 (stable); BBB (stable); BBB (stable) (Moody’s/S&P/Fitch) | |
| Offering Size: |
$250,000,000 | |
| Coupon: |
2.70% | |
| Trade Date: |
September 27, 2010 | |
| Settlement Date: |
October 1, 2010 (T+4) | |
| Stated Maturity: |
October 1, 2015 | |
| Initial Public Offering Price: |
99.819% per Note | |
| Proceeds to Issuer (before expenses): |
$248,047,500 | |
| Yield to Maturity: |
2.739% | |
| Benchmark Treasury: |
1.25% due August 31, 2015 | |
| Benchmark Treasury Yield: |
1.289% | |
| Spread to Benchmark Treasury: |
+145 bps | |
| Optional Redemption: |
Make-whole call, 25 bps spread over U.S. Treasuries | |
| Interest Payment Dates: |
April 1 and October 1 of each year, commencing on April 1, 2011 | |
| CUSIP Number: |
713291 AR3 | |
| Representatives: |
Banc of America Securities LLC RBS Securities Inc. Scotia Capital (USA) Inc. |
* 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 Banc of America Securities LLC at 1-800-294-1322, RBS Securities Inc. at 1-866-884-2071 or Scotia Capital (USA) Inc. toll free at 1-800-372-3930.