February 25, 2013 / 5:30 PM / in 5 years

TEXT - Fitch on PEPCO Holdings

Feb 25 - PEPCO Holdings Inc.'s (PHI) planned deposit with the Internal
Revenue Service (IRS) will a remove major overhang to PHI's credit profile,
though it will temporarily increase the company's leverage, according to Fitch

PHI plans to make a deposit with the IRS of between $220 million and $260 
million related to its cross-border lease portfolio. This will raise PHI's 
leverage, which is already aggressive for the rating category. The planned 
deposit is well below PHI's cross-border related tax exposure of approximately 
$744 million. The difference results from the application of accumulated tax 
deductions unrelated to the lease portfolio and includes the carry back or 
forward of net operating losses, settled tax positions, and amounts on deposit 
with the IRS.

Fitch expects PHI will seek to liquidate all or a portion of its lease portfolio
and to use any proceeds to reduce debt. PHI estimates a partial or complete 
liquidation could be accomplished within one year. Fitch considers a reduction 
in leverage to be important to maintaining PHI's existing ratings and Stable 
Rating Outlook. After giving effect to the tax deposit, Fitch estimates the 
consolidated ratios of debt/EBITDA and FFO/debt will approximate 5.0x and 14%, 
respectively, in 2013. 

The planned deposit, which is expected by March 31, 2013, will stop the accrual 
of additional interest costs on the tax liability while PHI determines whether 
it will continue to litigate the IRS's tax position. PHI plans to fund the 
payment with short-term borrowings and available cash. Fitch believes existing 
credit facilities and funds from exercising a forward equity sale as previously 
planned provide sufficient liquidity. The forward equity sale, which must be 
exercised by March 5, 2013, is expected to provide approximately $312 million.

PHI also expects to record a non-cash charge of between $355 million and $380 
million (after-tax) reflecting a reduction in its equity investment in the lease
portfolio and additional interest expense. The reduction in retained earnings is
largely offset by exercising the equity forward contract.

The cross-border lease portfolio is structured as a sale and leaseback 
transaction commonly referred to as a sale-in, lease-out (SILO) transaction. The
IRS disallowed a substantial portion of the tax benefits related to the lease 
portfolio beginning with PHI's 2001 income tax return. After failing to 
negotiate a settlement, PHI initiated litigation in the U.S. federal Claims 
Court in January 2012 related to its 2001 and 2002 federal tax returns, which 
remains on-going.

The decision to take the write-down and make the tax deposit follows a Jan. 9, 
2013, decision by the U.S. Court of Appeals for the Federal Circuit in a similar
case for Consolidated Edison Company of New York, Inc. that disallowed tax 
benefits of a lease-in, lease-out transaction.  Consequently, PHI determined 
that its tax position related to the cross-border leases no longer meets the 
more likely than not standard of recognition for accounting purposes.
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