Filed pursuant to Rule 433
Relating to Preliminary Prospectus Supplement dated January 3, 2013
to Prospectus dated December 28, 2011
Registration No. 333-178772
VIRGINIA ELECTRIC AND POWER COMPANY
FINAL TERM SHEET
January 3, 2013
| 2013 Series A 1.20% Senior Notes Due 2018 |
2013 Series B 4.0% Senior Notes Due 2043 | |||
| Principal Amount: | $250,000,000 | $500,000,000 | ||
| Expected Ratings (Moody’s/S&P/Fitch)*: | A3 (stable outlook)/ A-
(stable outlook)/ A- (stable outlook) |
A3 (stable outlook)/ A-
(stable outlook)/ A- (stable outlook) | ||
| Trade Date: | January 3, 2013 | January 3, 2013 | ||
| Settlement Date: | January 8, 2013 | January 8, 2013 | ||
| Final Maturity Date: | January 15, 2018 | January 15, 2043 | ||
| Interest Payment Dates: | January 15 and July 15 | January 15 and July 15 | ||
| First Interest Payment Date: | July 15, 2013 | July 15, 2013 | ||
| Make-Whole Call: | T+10 bps prior to December 15, 2017 | T+15 bps prior to July 15, 2042 | ||
| Par Call: | On or after December 15, 2017 | On or after July 15, 2042 | ||
| Treasury Benchmark: | 3/4% due December 31, 2017 | 2 3/4% due August 15, 2042 | ||
| Benchmark Yield: | 0.804% | 3.093% | ||
| Spread to Benchmark: | +45 bps | +93 bps | ||
| Reoffer Yield: | 1.254% | 4.023% | ||
| Coupon: | 1.20% | 4.0% | ||
| Price to Public: | 99.738% | 99.600% | ||
| Proceeds to Company Before Expenses: | 99.138% | 98.725% | ||
| CUSIP/ISIN: | 927804FM1/US927804FM19 | 927804FL3/US927804FL36 | ||
| Joint Book-Running Managers: | Citigroup Global Markets Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Scotia Capital (USA) Inc. | |||
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC, including the preliminary prospectus supplement dated January 3, 2013, for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site 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:
| Citigroup Global Markets Inc. | 1-800-831-9146 | |
| Goldman, Sachs & Co. | 1-866-471-2526 | |
| Merrill Lynch, Pierce, Fenner & Smith Incorporated |
1-800-294-1322 | |
| Scotia Capital (USA) Inc. | 1-800-372-3930 |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |