-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SPZrX9hF4dP6jzv7/b1+PU2XjwiA6pawJYqBsR843EXSZXncJ0bw3An45OndPpXf 7FTJmeSTcWpLIhkSbwC3sg== 0001193125-09-020567.txt : 20090206 0001193125-09-020567.hdr.sgml : 20090206 20090206070102 ACCESSION NUMBER: 0001193125-09-020567 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090204 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090206 DATE AS OF CHANGE: 20090206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TECO ENERGY INC CENTRAL INDEX KEY: 0000350563 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 592052286 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08180 FILM NUMBER: 09574653 BUSINESS ADDRESS: STREET 1: 702 N FRANKLIN ST STREET 2: TECO PLAZA CITY: TAMPA STATE: FL ZIP: 33602 BUSINESS PHONE: 8132284111 MAIL ADDRESS: STREET 1: 702 N FRANKLIN ST STREET 2: TECO PLAZA CITY: TAMPA STATE: FL ZIP: 33602 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

February 4, 2009

 

 

TECO ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Florida   1-8180   59-2052286

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

702 North Franklin Street, Tampa Florida   33602
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code: (813) 228-1111

(Former name or former address, if changed since last report)

 

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Section 2 – Financial Information

 

Item 2.02: Results of Operations and Financial Condition

See the Press Release dated February 6, 2009 furnished as Exhibit 99.1 and incorporated herein by reference, reporting on TECO Energy, Inc.’s financial results for the quarter and year ended December 31, 2008.

Section 5 – Corporate Governance and Management

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b)    On February 4, 2009, it was confirmed that Luis Guinot, Jr., a Director who has exceeded the age 72 guideline, will be retiring from the Board effective at the end of his term, April 29, 2009. Mr. Guinot’s retirement from the Board is not due to any disagreement with management or any other Board member.

(e)    On February 4, 2009, the Board (and the Compensation Committee, with respect to the Chief Executive Officer’s salary) decided to keep the salaries for the executive officers the same as in 2008, except that the 2009 salary for Sherrill W. Hudson, Chairman of the Board and Chief Executive Officer, is to be paid in the form of cash instead of in the form of cash and stock. The Board also decided to pay 2008 annual incentive awards for all executive officers (which are typically paid in cash) in the form of 50% cash and 50% restricted stock with a one-year vesting period.

Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)    On February 4, 2009, the Board of Directors of TECO Energy, Inc., approved amendments to Sections 2.11 and 3.7 of the Bylaws, effective immediately following the 2009 Annual Meeting of Shareholders, to change the advance notice provisions set forth in those sections regarding the requirements that a shareholder must meet when proposing director nominees or business to be brought before a shareholder meeting. The amendments provide that such notice is required to be submitted at least 120 days (90 days in the current Bylaws) before the anniversary date of the prior year’s meeting and not more than 150 days (120 days in the current Bylaws) before that date, and if the meeting date is to be changed by more than 25 days (30 days in the current Bylaws), the notice must be received not later than 10 days after the new meeting date is disclosed. The amended provisions also require that the shareholder’s notice also disclose (i) the name of each nominee holder of shares owned beneficially but not of record by such shareholder and the number of shares of stock held by each such nominee holder, (ii) information about any derivative instruments or similar arrangements that have been entered into by or on behalf of such shareholder with respect to stock of the Corporation and (iii) information about any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock) that have been made by or on behalf of such shareholder, to reduce the risk to such shareholder or to increase or decrease the voting power or pecuniary or economic interest of such shareholder with respect to stock of the Corporation.

The foregoing description of the amendments to the bylaws is qualified in its entirety by reference to the full text of the bylaws, as amended, which are attached as Exhibit 3.1 and incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

 

Item 9.01: Financial Statements and Exhibits

 

(d)   Exhibits
3.1   Bylaws of TECO Energy, Inc., as amended through February 4, 2009.
99.1   Press Release dated February 6, 2009 reporting on TECO Energy, Inc.’s financial results for the quarter and year ended December 31, 2008.


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.

 

Date: February 6, 2009     TECO ENERGY, INC.
    (Registrant)
   

/s/ G. L. GILLETTE

    G. L. GILLETTE
    Executive Vice President and Chief Financial Officer (Principal Financial Officer)


EXHIBIT INDEX

 

Exhibit No.

 

Description of Exhibits

3.1   Bylaws of TECO Energy, Inc., as amended through February 4, 2009.
99.1   Press Release dated February 6, 2009 reporting on TECO Energy, Inc.’s financial results for the quarter and year ended December 31, 2008.
EX-3.1 2 dex31.htm BYLAWS OF TECO ENERGY, INC., AS AMENDED Bylaws of TECO Energy, Inc., as amended

Exhibit 3.1

 

          Adopted:   January 15, 1981
          As Amended:   April 18, 1985
            April 12, 1988
            April 11, 1989
            October 15, 1990
            April 16, 1991
            January 19, 1993
            October 19, 1993
            July 18, 1995
            April 16, 1997
            January 21, 1998
            May 1, 1998
            January 18, 2001
            July 6, 2004
            January 30, 2008
            February 4, 2009

 

  BYLAWS  
  OF  
  TECO ENERGY, INC.  
  ARTICLE I   April 16, 1991
  Name and Principal Office  

The name of the Corporation is TECO Energy, Inc., and its principal office is in Tampa, Florida.

ARTICLE II

Shareholders

SECTION 2.1. Shareholders’ Meetings. All meetings of the shareholders shall be held at the principal office of the Corporation in Tampa, Florida, except in cases in which the notice thereof designates some other place which may be either within or without the State of Florida.

April 11, 1989

January 21, 1998

SECTION 2.2. Annual Meetings. The annual meeting of the shareholders of the Corporation shall be held on such date and at such time as shall be fixed from time to time by the Board of Directors for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting.

April 18, 1985

April 11, 1989

April 16, 1991

January 21, 1998

SECTION 2.3. Special Meetings. Special meetings of the shareholders of the Corporation shall be held whenever called by the Chief Executive Officer, the President, any Vice President, the Board of Directors, or if demanded in writing delivered to the Secretary by the holder or holders of not less than 50 percent of all the shares entitled to vote at the meeting. A meeting so demanded by shareholders shall be called by the Secretary and held on the date fixed by the Board of Directors, which date shall not be less than 90 days after the demand is made. No business shall be brought before any special meeting except as specified in the written notice of meeting; provided, however, that nothing in this Section 2.3 shall be deemed to preclude discussion by any shareholder of any business properly brought before any special meeting.


January 19, 1993

SECTION 2.4. Notice of Meeting. Written notice of each meeting of shareholders stating the date, time and place of the meeting and in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given in person, by electronic communication or by mail not less than ten (10) nor more than sixty (60) days before the date of the meeting by or at the direction of the President, the Secretary or the officer or other persons calling the meeting to each shareholder of record entitled to vote at such meeting. If the notice is mailed at least thirty (30) days before the date of the meeting, it may be done by a class of United States mail other than first class.

April 16, 1991

SECTION 2.5. Waivers of Notice. Whenever any notice is required to be given to any shareholder of the Corporation under the provisions of these Bylaws, the Articles of Incorporation or the Florida Business Corporation Act, as the same may be from time to time in effect, a waiver thereof in writing signed by the person or persons entitled to such notice either before, at or after the meeting shall be deemed equivalent to the giving of such notice.

A shareholder’s attendance at a meeting: (a) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; or (b) waives objection to the consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

SECTION 2.6. Quorum. Except as otherwise provided in the Articles of Incorporation at any meeting of the shareholders, a majority of the outstanding shares of the stock of the Corporation issued and outstanding and entitled to vote represented by shareholders of record in person or by proxy shall constitute a quorum for the transaction of business at any meeting of the shareholders, but in no event shall a quorum consist of less than one-third of the shares entitled to vote at the meeting. Except as otherwise provided by law or in the Articles of Incorporation when a quorum is present at any meeting, a majority of the stock represented thereat shall decide any question properly brought before such meeting.

April 16, 1991

October 19, 1993

SECTION 2.7. Voting and Proxies. Each share of stock entitled to voting privileges shall entitle the holder of record thereof to one vote upon each proposal presented at any meeting of the shareholders except as otherwise provided in the Articles of Incorporation. Votes may be cast either in person or by proxy.

April 16, 1991

SECTION 2.8. Fixing Record Date or Closing Transfer Books. For the purpose of determining the shareholders for any purpose, the Board of Directors may either require the stock transfer books to be closed for up to 70 days or fix a record date not more than 70 days before the date on which the action requiring the determination is to be taken. However, a record date shall not precede the date upon which the resolution fixing the record date is adopted.

When a determination of the shareholders entitled to vote at any meeting has been made, that determination shall apply to any adjournment of the meeting, unless the Board of Directors fixes a new record date. The Board of Directors shall fix a new record date if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

If no record date is so fixed and the stock transfer books are not so closed by the Board of Directors, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of the shareholders, or entitled to receive payment of a dividend, or for any other purpose shall be: (a) for the purpose of a meeting of the shareholders, the later of (i) the day 20 days before the day on which the notice of such meeting is mailed and (ii) the day on which the

 

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resolution of the Board of Directors authorizing the notice of such meeting is adopted; or (b) for the purposes of entitlement to receive payment of a dividend or for any other purpose, the day on which the resolution of the Board of Directors declaring such dividend or authorizing other action is adopted.

April 18, 1985

SECTION 2.9. Shareholder Action. Any action required or permitted to be taken by the shareholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders.

April 12, 1988

April 16, 1991

SECTION 2.10. Control-Share Acquisition Act. Section 607.0902 of the Florida Business Corporation Act shall not apply to control-share acquisitions (as defined in such section) of shares of the Corporation unless and until these Bylaws shall be amended to delete this Section 2.10.

April 11, 1989

October 15, 1990

May 1, 1998

January 18, 2001

February 4, 2009

SECTION 2.11. Notification of Shareholder Proposed Business. No business may be transacted at an annual meeting of shareholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the annual meeting by any shareholder of the Corporation (i) who is a shareholder of record on the date of the giving of the notice provided for in this Section 2.11 and on the record date for the determination of shareholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 2.11.

In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a shareholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than one hundred-twenty (120) days nor more than one hundred-fifty (150) days prior to the anniversary date of the immediately preceding annual meeting of shareholders; provided, however, that in the event that the annual meeting is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the shareholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs.

To be in proper written form, a shareholder’s notice to the Secretary must set forth as to each matter such shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such shareholder, (iii) (A) the class, series and number of all shares of stock of the Corporation which are owned by such shareholder, (B) the name of each nominee holder of shares owned beneficially but not of record by such shareholder and the number of shares of stock held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest has been entered into by or on behalf of such shareholder or any of its affiliates or associates with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock) has been made by or on behalf of such shareholder or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, or to manage risk or benefit of stock price changes for, such

 

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shareholder or any of its affiliates or associates or to increase or decrease the voting power or pecuniary or economic interest of such shareholder or any of its affiliates or associates with respect to stock of the Corporation, (iv) a description of all arrangements or understandings between such shareholder and any other person or persons (including their names) in connection with the proposal of such business by such shareholder and any material interest of such shareholder in such business and (v) a representation that such shareholder is a holder of record of stock of the Corporation entitled to vote at such meeting and that such shareholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

In addition, notwithstanding anything in this Section 2.11 to the contrary, a shareholder intending to nominate one or more persons for election as a Director at an annual or special meeting must comply with Section 3.7 of these bylaws for such nominations to be properly brought before such meeting.

No business shall be conducted at the annual meeting of shareholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 2.11, provided, however, that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 2.11 shall be deemed to preclude discussion by any shareholder of any such business. If the Chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

ARTICLE III

Board of Directors

SECTION 3.1. General Powers. All business of the Corporation shall be managed by its Board of Directors who shall have full control of the affairs of the Corporation and may exercise all its powers except as otherwise provided by law and in the Articles of Incorporation. The Board of Directors shall have the authority to fix the compensation of the Directors unless otherwise provided in the Articles of Incorporation.

April 18, 1985

SECTION 3.2. Number, Election and Terms. The number of Directors of the Corporation, which number shall be not less than three nor more than fifteen, shall be fixed from time to time by resolution of the Board of Directors. The Directors, other than those who may be elected by the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect Directors under specified circumstances, shall be classified, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible. Such classes shall originally consist of one class of four Directors who shall be elected at the annual meeting of shareholders held in 1985 for a term expiring at the annual meeting of shareholders to be held in 1986; a second class of four Directors who shall be elected at the annual meeting of shareholders held in 1985 for a term expiring at the annual meeting of shareholders to be held in 1987; and a third class of five Directors who shall be elected at the annual meeting of shareholders held in 1985 for a term expiring at the annual meeting of shareholders to be held in 1988; with each class to hold office until its successor is elected and qualified. The Board of Directors shall increase or decrease the number of Directors in one or more classes as may be appropriate whenever it increases or decreases the number of Directors pursuant to this Section 3.2, in order to ensure that the three classes shall be as nearly equal in number as possible. At each annual meeting of the shareholders of the Corporation, the successors of the class of Directors whose term expires at the meeting shall be elected to hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of their election. All Directors shall be of full age. Directors need not be shareholders of the Corporation nor residents of the State of Florida.

SECTION 3.3. Chairman. The Board of Directors in its discretion may elect a Chairman of the Board of Directors who when present shall preside at all meetings of the Board and who shall have such other powers as may at any time be prescribed by these Bylaws and by the Board of Directors.

 

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July 18, 1995

SECTION 3.4. Meetings. Regular meetings of the Board of Directors shall be held in such places and at such times either within or without the State of Florida as the Board may by vote from time to time determine; and if so determined, no notice thereof need be given. Special meetings of the Board of Directors may be held at any time or place either within or without the State of Florida whenever called by the Chief Executive Officer, the President, a Vice President or two or more Directors. Notice of a special meeting stating the date, time and place of the meeting shall be given by the Secretary or an Assistant Secretary or officer calling the meeting to each Director either by mail not less than 48 hours before the time of the meeting or by telephone or facsimile or other form of electronic communication on 24 hours’ notice or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. Notwithstanding the foregoing, special meetings may be held without notice to any Director provided such Director is present at such meeting (except when such Director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened) or waives notice thereof in writing either before or after the meeting.

SECTION 3.5. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business, but a lesser number may fill vacancies on the Board of Directors as provided in Section 3.6 of these Bylaws; and a majority of Directors present though less than a quorum may adjourn any meeting of the Board of Directors from time to time to another time and place; and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, a majority of the members in attendance thereat may decide any question brought before such meeting.

April 18, 1985

SECTION 3.6. Newly Created Directorships and Vacancies. Except as may be otherwise provided for or fixed by or pursuant to any provisions of the Articles of Incorporation, as amended from time to time, relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect Directors under specified circumstances, newly created directorships resulting from any increase in the number of Directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled only by the affirmative vote of a majority of the remaining Directors then in office, even though less than a quorum of the Board of Directors. Any Director elected in accordance with the preceding sentence shall hold office until the next election of Directors by the shareholders and until such Director’s successor shall have been elected and qualified. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director.

April 18, 1985

October 15, 1990

May 1, 1998

January 18, 2001

February 4, 2009

SECTION 3.7. Notification of Nominations. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, subject to the rights of holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect Directors under specified circumstances. Nominations of persons for election to the Board of Directors may be made at any annual meeting of shareholders, or at any special meeting of shareholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any shareholder of the Corporation (i) who is a shareholder of record on the date of the giving of the notice provided for in this Section 3.7 and on the record date for the determination of shareholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 3.7.

In addition to any other applicable requirements, for a nomination to be made by a shareholder, such shareholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

To be timely, a shareholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation (a) in the case of an annual meeting, not less than one hundred-twenty (120) days nor more than one hundred-fifty (150) days prior to the anniversary date of the immediately preceding annual meeting of

 

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shareholders; provided, however, that in the event that the annual meeting is called for a date that is not within twenty-five (25) days before or after such anniversary date, notice by the shareholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs; and (b) in the case of a special meeting of shareholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.

To be in proper written form, a shareholder’s notice to the Secretary must set forth (a) as to each person whom the shareholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation and employment of the person, (iii) the class, series and number of all shares of stock of the Corporation which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or in any law or statute replacing such section) and the rules and regulations promulgated thereunder; and (b) as to the shareholder giving the notice (i) the name and record address of such shareholder, (ii) (A) the class, series and number of all shares of stock of the Corporation which are owned by such shareholder, (B) the name of each nominee holder of shares owned beneficially but not of record by such shareholder and the number of shares of stock held by each such nominee holder, (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest has been entered into by or on behalf of such shareholder or any of its affiliates or associates with respect to stock of the Corporation and (D) whether and the extent to which any other transaction, agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock) has been made by or on behalf of such shareholder or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, or to manage risk or benefit of stock price changes for, such shareholder or any of its affiliates or associates or to increase or decrease the voting power or pecuniary or economic interest of such shareholder or any of its affiliates or associates with respect to stock of the Corporation, (iii) a description of all arrangements or understandings between such shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such shareholder, (iv) a representation that such shareholder is a holder of record of stock of the Corporation entitled to vote at such meeting and that such shareholder intends to appear in person or by proxy at the meeting to nominate the person or persons named in its notice and (v) any other information relating to such shareholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act (or in any law or statute replacing such section) and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 3.7. If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

April 18, 1985

SECTION 3.8. Executive and Other Committees. The Board of Directors may by resolution adopted by a majority of the full Board of Directors designate from their number an Executive Committee and one or more other committees, each of which to the extent provided by such resolution or these Bylaws and permitted by the laws of Florida shall have and may exercise the powers of the Board of Directors when the Board is not in session in the management of the business of the Corporation. All such committees shall report to the Board at or prior to each meeting of the Board all action taken by said committees since the preceding meeting of the Board. Each such committee may make rules for the holding and conduct of its meetings and the keeping of the records thereof.

The Board of Directors may by resolution adopted by a majority of the full Board of Directors designate one or more Directors as alternate members of any such committee who may act in the place and stead of any member absent or disqualified from voting at any meeting of such committee.

 

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April 18, 1985

April 16, 1991

SECTION 3.9. Consent in Lieu of Meeting. Any action of the Board of Directors or of any committee thereof which is required or permitted to be taken at a meeting may be taken without a meeting if written consent setting forth the action so to be taken is signed by all of the members of the Board or the committee, as the case may be.

ARTICLE IV

Officers

April 16, 1991

April 16, 1997

SECTION 4.1. Election. (Appointment). The officers of the Company shall be a President, a Treasurer, a Secretary, such other officers as the Board of Directors may in its discretion elect or appoint including, but not limited to, a Chairman of the Board, Vice Presidents, and assistant officers, and such assistant officers as the President may in his discretion appoint. The officers elected or appointed by the Board of Directors shall be elected or appointed by the Board of Directors from time-to-time, and a regular meeting of the Board of Directors may be held without notice for this purpose immediately after the annual meeting of the shareholders and at the same place. Assistant officers may be appointed by the President from time-to-time. All officers shall hold office until their successors shall be elected or appointed and shall qualify or until their earlier resignation, removal from office or death. Any vacancy however occurring in the offices of President, Treasurer or Secretary shall be, and any vacancy however occurring in any other office may be, filled by the Board of Directors. Any vacancy however occurring in the offices of assistant officers may also be filled by the President.

The Board of Directors or the President may in their discretion from time-to-time also appoint divisional officers.

January 21, 1998

July 6, 2004

SECTION 4.2. Eligibility. The Chief Executive Officer and the Chairman of the Board of Directors shall be Directors of the Corporation. The Vice Presidents, Secretary and the Treasurer and such other officers as may be elected or appointed may be, but need not be, Directors of the Corporation. Any person may hold two or more offices. For so long as the Corporation or any of its subsidiaries are impacted by 46 U.S.C. 802 et. seq., the President, Chief Executive Officer and Chairman of the Board, if any, shall be United States citizens.

SECTION 4.3. Chief Executive Officer. If a Chairman of the Board of Directors should be elected pursuant to these Bylaws, the Board of Directors shall designate either the Chairman of the Board of Directors or the President to be the Chief Executive Officer of the Corporation. If no such Chairman should be elected, the President shall be the Chief Executive Officer of the Corporation. The Chief Executive Officer shall, subject to the control of the Board of Directors, have general charge of the business and affairs of the Corporation, the power to sign deeds and contracts for the Corporation, and such other powers and duties as may at any time be prescribed by these Bylaws and by the Board of Directors. During the absence or incapacity of the Chairman of the Board of Directors if he shall have been designated Chief Executive Officer, the President shall be the Chief Executive Officer.

SECTION 4.4. President and Vice Presidents. The President, subject to the direction of the Board of Directors and of the Chairman of the Board of Directors (if such Chairman is the Chief Executive Officer), shall supervise the administration of the business and affairs of the Corporation. The President shall have the power to sign certificates of stock, bonds, deeds and contracts for the Corporation and such other powers and duties as may at any time be prescribed by these Bylaws and by the Board of Directors. He shall preside at all meetings of the shareholders unless a Chairman of the Board of Directors shall have been elected, shall have been designated to be the Chief Executive Officer of the Corporation, and is present and presides at such shareholders’ meeting. The President shall preside at all meetings of the Board of Directors when present, unless a Chairman of the Board of Directors has been elected and is present and presides at such Directors’ meeting.

 

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Except as expressly limited by vote of the Board of Directors, any Vice President shall perform the duties and have the powers of the President during the absence or disability of the President, shall have the power to sign certificates of stock, bonds, deeds and contracts of the Corporation, and shall perform such other duties and have such other powers as the Board of Directors shall from time to time designate.

SECTION 4.5. Secretary. The Secretary of the Corporation shall be present at all meetings of the shareholders, the Board of Directors and the Executive Committee, respectively, shall keep an accurate record of the proceedings at such meetings in books provided for that purpose, which books shall be opened at all times during business hours for such inspection as is required by law, shall with the President or a Vice President sign certificates of stock, shall perform all the duties commonly incident to his office and shall perform such other duties and have such other powers as the Board of Directors shall from time to time designate. An Assistant Secretary or a Secretary pro tempore may perform any of the Secretary’s duties.

SECTION 4.6. Treasurer. The Treasurer shall have the care and custody of the funds of the Corporation and shall have and exercise under the supervision of the Board of Directors all the powers and duties commonly incident to his office and shall give bond in such sum and with such sureties as may be required by the Board of Directors. He shall have the custody of all the money, funds and valuable papers and documents of the Corporation except his own bond, if any, which shall be in the custody of the Chief Executive Officer. He shall deposit all the funds of the Corporation in such bank or banks, trust company or trust companies or with such firm or firms doing a banking business as the Directors shall designate. He may endorse for deposit or collection all notes, checks, drafts and other obligations payable to the Corporation or its order. He may issue notes and accept drafts on behalf of the Corporation, and he shall keep accurate books of account of the Corporation’s transactions which shall be the property of the Corporation and together with all its property in his possession shall be subject at all times to the inspection and control of the Directors.

 

  ARTICLE V   April 12, 1988
  Indemnification   April 16, 1991
    April 16, 1997

Any person who is or was an officer, director or employee of the Company and who is or was a party to any threatened, pending or completed proceeding, by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the Company to the full extent permitted by law against all expenses and liabilities incurred in connection with such proceeding, including any appeal thereof. Such persons shall also be entitled to advancement of expenses incurred in defending a proceeding in advance of its final disposition to the full extent permitted by law, subject to the conditions imposed by law.

Any indemnification or advance of expenses under this article shall be paid promptly, and in any event within 30 days, after the receipt by the Company of a written request therefor from the person to be indemnified, unless with respect to a claim for indemnification the person is not entitled to indemnification under this article. Unless otherwise provided by law, the burden of proving that the person is not entitled to indemnification shall be on the Company.

The right of indemnification under this article shall be a contract right inuring to the benefit of the persons entitled to be indemnified hereunder and no amendment or repeal of this article shall adversely affect any right of such persons existing at the time of such amendment or repeal.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of a person entitled to indemnification hereunder.

As used in this article, the terms “Company”, “other enterprises”, “expenses”, “liability”, “proceeding”, “agent” and “serving at the request of the Company” shall have the meanings ascribed to them in Section 607.0850 of the Florida Business Corporation Act or any successor statute.

 

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The right of indemnification under this article shall be in addition to and not exclusive of all other rights to which persons entitled to indemnification hereunder may be entitled. Nothing contained in this article shall affect any rights to indemnification to which persons entitled to indemnification hereunder may be entitled by contract or otherwise under law.

ARTICLE VI

Resignations and Removals

SECTION 6.1. Resignations. Any Director, officer or agent of the Corporation may resign at any time by giving written notice to the Board of Directors or to the Chairman of the Board or to the President or to the Secretary of the Corporation, and any member of any committee may resign by giving written notice either as aforesaid or to the committee of which he is a member or the chairman thereof. Any such resignation shall take effect at the time specified therein or if the time be not specified, upon receipt thereof; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

April 18, 1985

April 16, 1991

SECTION 6.2. Removal. Subject to the rights of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect Directors under specified circumstances, any Director may be removed from office, with or without cause, only by a majority vote of the entire Board of Directors or by the affirmative vote of the holders of 80 percent of the combined voting power of the then outstanding shares of stock entitled to vote generally in the election of Directors, voting together as a single class. The Board of Directors by vote of not less than a majority of the entire Board may remove from office any officer, assistant officer, agent or member of any committee whether elected or appointed by it or the Chief Executive Officer at any time with or without cause, and any assistant officer appointed by the Chief Executive Officer may likewise be removed by the Chief Executive Officer. Any such removal from office shall not affect the contract rights, if any, of the person so removed.

 

  ARTICLE VII   April 16, 1997
  Capital Stock and Transfer of Stock   January 30, 2008

SECTION 7.1. Stock Certificates/Uncertificated Shares. The shares of the capital stock of the Corporation may be certificated or uncertificated as provided under Florida law.

Subject to applicable statutory requirements, any stock certificates of the Corporation shall be in a form prescribed by the Board of Directors, duly numbered and sealed with the corporate seal of the Corporation or bearing a facsimile thereof and setting forth the number and kind of shares represented thereby. Such certificates shall be signed (either manually or in facsimile) by the President or a Vice President and by the Secretary or an Assistant Secretary of the Corporation. If any officer who shall have signed or whose facsimile signature shall have been placed on a stock certificate shall have ceased to be such officer for any reason before such certificate shall have been issued, such certificate shall nevertheless be valid.

Within a reasonable time after the issue or transfer of shares without certificates, the Corporation or its Transfer Agent and/or Registrar shall send the shareholder a written statement setting forth the information required on stock certificates under Florida law.

SECTION 7.2. Transfer Agent and Registrar. The Board of Directors may appoint one or more Transfer Agents and/or Registrars for its stock of any class or classes and may make or authorize such Transfer Agent and/or Registrar to make all such requirements deemed appropriate concerning the issue, transfer and registration of such shares.

SECTION 7.3. Transfer of Stock. No transfer of the capital stock of the Corporation shall be valid against the Corporation, its shareholders (other than the transferor) and its creditors for any purposes (except to render the transferee liable for debts of the Corporation to the extent provided by law) until the transfer of such stock shall have been registered upon the Corporation’s stock transfer books.

 

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Shares of capital stock shall be transferable on the books of the Corporation by assignment in writing signed by the holder of record thereof, his attorney legally constituted or his legal representatives upon surrender of the certificate or certificates therefor, if such shares are certificated, or, if such shares are uncertificated, by notification, accompanied by written authorization as may be prescribed by the Board of Directors or its Transfer Agent and/or Registrar, and subject to any valid restriction on the transfer thereof pursuant to law, the Articles of Incorporation, these Bylaws or any agreement to which the Corporation is a party. Except as otherwise required by law, neither the Corporation nor any transfer or other agent of the Corporation shall be bound to take notice of or recognize any trust, express, implied or constructive, or any charge or equity affecting any of the shares of the capital stock, or to ascertain or inquire whether any sale or transfer of any such share by any holder of record thereof, his attorney legally constituted, or his legal representative, is authorized by such trust, charge or equity or to recognize any person as having any interest therein except the holder of record thereof at the time of any such determination.

SECTION 7.4 Loss of Certificates. In case of the loss, mutilation or destruction of a certificate of stock, a duplicate certificate or uncertificated shares in place thereof may be issued upon such terms as may be prescribed by the Board of Directors or its Transfer Agent and/or Registrar.

ARTICLE VIII

Bonds and Debentures

Every bond or debenture issued by the Corporation shall be signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer or by the Secretary or an Assistant Secretary, and sealed with the seal of the Corporation. The seal may be facsimile, engraved or printed. Where such bond or debenture is authenticated with the manual signature of an authorized officer of the corporate or other trustee designated by the indenture of trust or other agreement under which said security is issued, the signature of any of the Corporation’s officers named herein may be facsimile. In case any officer who signed or whose facsimile signature has been used on any such bond or debenture shall cease to be an officer of the Corporation for any reason before the same has been delivered by the Corporation, such bond or debenture may be issued and delivered as though the person who signed it or whose facsimile signature has been used thereon had not ceased to be such officer.

ARTICLE IX

Checks, Drafts and Certain Other

Obligations For the Payment of Money

All notes and other evidences of indebtedness of the Corporation other than debentures or bonds shall be signed by such officers, agents or other persons as the Board of Directors shall by vote or resolution direct. All checks, drafts or other orders for the payment of money shall be signed by such officers, agents or other persons as the President or Treasurer may designate. The signature of any such officer, agent or other person so designated to sign checks, drafts or other orders for the payment of money may be facsimile if authorized by the President or the Treasurer.

ARTICLE X

Seal

The seal of the Corporation shall have the words “TECO Energy, Inc., Florida, 1981, Corporate Seal” inscribed thereon and may be a facsimile, engraved, printed or an impression seal.

 

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  ARTICLE XI   April 18, 1985
  Amendments  

The Board of Directors may by majority vote of those present at any meeting at which a quorum is present alter, amend or repeal these Bylaws, or adopt such other Bylaws as in their judgment may be advisable for the regulation of the conduct of the affairs of the Corporation, provided that any such alteration, amendment, repeal or adoption shall not be inconsistent with the Articles of Incorporation. These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted by shareholders at any regular or special meeting of shareholders only if such alteration, amendment, repeal or adoption is approved by the affirmative vote of the holders of at least 80% of the voting power of all shares of the Corporation entitled to vote generally in the election of Directors voting together as a single class; provided that notice of such proposed alteration, amendment, repeal or adoption shall be included in the notice of such meeting.

 

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EX-99.1 3 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

LOGO

FOR IMMEDIATE RELEASE

TECO ENERGY REPORTS FOURTH QUARTER 2008 RESULTS

Company provides 2009 business drivers update

TAMPA, February 6, 2009 — TECO Energy, Inc. (NYSE:TE) today reported fourth quarter 2008 net income of $22.0 million or $0.10 per share, compared to $173.9 million or $0.83 per share in the fourth quarter of 2007. Results in 2007 included the $149.4 million after-tax gain from the sale of TECO Transport and $21.0 million of net charges and gains discussed below (see the Non-GAAP Results section below and the Results Reconciliation table later in this release). Fourth quarter net income in 2008 included no benefits from the operations of TECO Transport or costs from the production of synthetic fuel, which contributed $0.02 per share collectively in the 2007 period. Results in 2008 were reduced by $20.3 million of net charges and gains, primarily taxes on the repatriation of cash and investments from Guatemala, discussed below.

Full-year net income and earnings per share were $162.4 million or $0.77 per share in 2008, compared to $413.2 million or $1.97 per share in 2007. The operations of TECO Transport and the production of synthetic fuel contributed $34.0 million and $52.6 million, respectively, or $0.41 per share collectively, to 2007 net income. In addition to the 2008 fourth quarter charges and gains, full year-net income reflects $0.6 million of costs associated with the 2007 sale of TECO Transport. Full-year results in 2007 reflected $13.0 million of previously recorded after-tax costs related to the sale of TECO Transport as well as the fourth quarter factors discussed above.

Full-year net income and earnings per share from continuing operations were $162.4 million or $0.77 per share in 2008, compared to $398.9 million or $1.91 per share in 2007. In 2007, net income reflected a $14.3 million tax benefit recorded in discontinued operations related to the 2005 disposition of the Union and Gila River merchant power plants. In 2007, fourth quarter and full-year results reflected the operations of TECO Transport through Dec. 3, 2007.

TECO Energy Chairman and CEO Sherrill Hudson said, “2008 was a challenging year for TECO Energy. The weak Florida and national economies significantly slowed Florida’s previously consistent growth, and our results reflect the slow down. In addition to the economy, milder than normal weather for much of the year in Florida reduced results at Tampa Electric, and higher production costs reduced results at the coal company. On the positive side, TECO Guatemala continued to provide strong earnings, despite the regulatory decision at the distribution utility, EEGSA, in July.”

Hudson went on to say, “With 2008 and its challenges behind us, we’re looking forward to better performance in 2009. We expect base rate relief at Tampa Electric and Peoples Gas by mid-year and, even with the recent slow down in the metallurgical coal markets, we expect TECO Coal to have improved results from the contracts signed in 2008. The new U.S. President and his administration are proposing a large economic stimulus package to turn the nation’s economy around, but based on the forecasts of many experts, we’re not expecting Florida’s economy to improve until the second half of this year or perhaps early next year.”

 

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Non-GAAP Results

The table below compares the TECO Energy GAAP net income to the non-GAAP measures used in this release. Non-GAAP Results With Synthetic Fuel results exclude the charges and gains described below. Non-GAAP Results Excluding Synthetic Fuel in 2007 exclude those charges and gains and also exclude the earnings benefits or costs associated with the production of synthetic fuel. The description of the charges, gains and benefits or costs related to the production of synthetic fuel follow the table. See the Non-GAAP Presentation section and Results Reconciliation table later in this release for a reconciliation to GAAP results and a discussion regarding this presentation of non-GAAP results and management’s use of this information. All amounts included in the non-GAAP discussion below are after tax, unless otherwise noted.

 

Results Comparisons
     3 months
ended Dec. 31
   12 months
ended Dec. 31

(millions)

   2008    2007    2008    2007

Net income

   $ 22.0    $ 173.9    $ 162.4    $ 413.2

Net income from continuing operations

   $ 22.0    $ 173.9    $ 162.4    $ 398.9

Non-GAAP Results With Synthetic Fuel

   $ 42.3    $ 45.5    $ 183.3    $ 276.3

Non-GAAP Results Excluding Synthetic Fuel

   $ 42.3    $ 47.7    $ 183.3    $ 223.7
                           

Fourth-quarter 2008 non-GAAP results from continuing operations, which excluded charges and gains, were $42.3 million, compared to non-GAAP Results Excluding Synthetic Fuel of $47.7 million in the 2007 period. For the year, non-GAAP results were $183.3 million in 2008, compared to non-GAAP Results Excluding Synthetic Fuel of $223.7 million in 2007. (See the Results Reconciliation table later in this release.)

Fourth quarter 2008 net income included $21.6 million of taxes related to the repatriation of cash and investments from Guatemala, a $1.9 million charge associated with a regulatory settlement with the Florida Public Service Commission (FPSC) related to the calculation of Tampa Electric’s waterborne transportation disallowance over its five-year life, and a $3.2 million favorable income tax adjustment related to the sale of TECO Transport. Fourth quarter 2007 net income included the following after-tax charges and gains: a $149.4 million gain on the sale of TECO Transport; $3.3 million of TECO Transport transaction-related costs; a $20.2 million charge for the debt extinguishment/exchange completed in December 2007; and a $2.5 million benefit from not recording depreciation expense at TECO Transport due to its classification as Assets Held for Sale through the closing of the sale. In 2007, fourth quarter net income included a $2.2 million loss from the production of synthetic fuel. (See the TECO Coal section later in this release.) All of these charges and gains were excluded in the calculation of Non-GAAP Results Excluding Synfuel. (See the Results Reconciliation table.)

In addition to the items discussed above, full-year 2008 non-GAAP results included a $0.6 million adjustment to previously estimated transaction costs related to the sale of TECO

 

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Transport. Full-year 2007 net income included the fourth quarter charges and gains discussed above, $13.0 million of transaction costs related to the sale of TECO Transport, and a $7.2 million benefit from not recording depreciation expense at TECO Transport due to its classification as Assets Held for Sale through the closing of the sale. Full year 2007 net income included a $52.6 million net benefit from the production of synthetic fuel. (See the TECO Coal section later in this release.) Net income in 2007 also reflected the $14.3 million gain in discontinued operations related to previous asset dispositions. (See the Results Reconciliation table later in this release.)

Segment Reporting

The table below includes TECO Energy segment information on a GAAP basis, which includes all charges and gains and synthetic fuel-related benefits or costs for the periods shown.

 

Segment Information

(in millions)

   3 months ended
Dec. 31
   12 months ended
Dec. 31
   2008     2007    2008     2007

Net Income (loss)

         

Tampa Electric

   $ 28.9     $ 29.0    $ 135.6     $ 150.3

Peoples Gas System

     9.2       6.3      27.1       26.5

TECO Coal

     2.6       7.2      18.0       90.9

TECO Guatemala

     (0.2 )     11.4      36.9       44.7

Parent/other

     (18.5 )     113.0      (55.2 )     52.5

TECO Transport*

     —         7.0      —         34.0
                             

Net income from continuing operations*

     22.0       173.9      162.4       398.9

Discontinued operations

     —         —        —         14.3
                             

Total net income*

   $ 22.0     $ 173.9    $ 162.4     $ 413.2
                             

 

* Net income in 2007 includes TECO Transport’s results through Dec. 3, 2007.

Operating Company Results

Tampa Electric

Net income for the fourth quarter was $28.9 million, compared with $29.0 million for the same period in 2007. Tampa Electric’s 2008 fourth quarter non-GAAP results were $30.8 million, which excluded a $1.9 million charge related to the settlement with the FPSC related to a dispute that arose in 2008 over the calculation of Tampa Electric’s waterborne transportation disallowance over its five-year life. Results for the quarter reflected lower retail energy sales, a lower average number of customers, and lower operations and maintenance expenses discussed below. Net income included $2.0 million of Allowance for Funds Used During Construction (AFUDC) - equity, which represents allowed equity cost capitalized to construction costs, related to the installation of nitrogen oxide (NOx) pollution control equipment and combustion turbines for peak loads, compared with $1.0 million in the 2007 period.

Operations and maintenance expense, excluding all FPSC-approved cost recovery clauses, decreased $7.8 million in the fourth quarter of 2008, compared to the same period in 2007, reflecting $0.5 million lower planned generating unit outage expenses, $1.6 million lower expenses to operate the distribution system, and $4.2 million lower employee-related expenses. Interest expense increased $0.3 million, due to higher interest rates and levels of long-term debt outstanding. Depreciation and amortization expense increased $2.1 million due to additions to facilities to serve customers.

 

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The average number of customers decreased 0.3% in the 2008 fourth quarter as a result of the downturn in the Florida housing market and the growing number of foreclosures and increased residential vacancies. Tampa Electric’s retail energy sales decreased 4.0% in the fourth quarter, which resulted in $9.1 million lower base revenue, driven primarily by lower sales to weather-sensitive residential and commercial customers due to milder than normal weather. Sales to industrial customers declined, reflecting the weak Florida economy and efforts by these customers to reduce their total energy costs. Total heating and cooling degree days for the Tampa area in the fourth quarter were 12% below normal and 19% below 2007 levels.

Net income in 2008 was $135.6 million, compared to $150.3 million in 2007. Tampa Electric’s full-year non-GAAP results were $137.5 million, which excluded the $1.9 million charge discussed above. These results were driven primarily by lower retail energy sales and higher depreciation and interest expense, and lower interest income, partially offset by higher earnings on emissions control equipment recovered through the environmental cost recovery clause, slightly lower operations and maintenance and property tax expense, and higher revenues from the sales of sulfuric acid, which is a by-product from the production of electricity at the Polk Power Station. These results reflect 2.8% lower retail energy sales in 2008, which resulted in $19.0 million lower base revenues, due to milder than normal weather and voluntary conservation by customers, we believe, in response to the generally weaker economic conditions. Total heating and cooling degree days were 5% below normal and 8% below 2007 levels. The average number of retail customers increased 0.1% for the year from positive customer growth in the first half of the year.

In 2008, excluding all FPSC-approved cost recovery clause-related expenses, operations and maintenance expense decreased $0.8 million, compared to 2007, primarily due to $4.0 million higher spending on generating unit maintenance and repairs and $0.8 million higher bad-debt expense, more than offset by $4.2 million lower employee-related expenses and other smaller cost reductions totaling $0.6 million in the aggregate. Property tax expense decreased $0.7 million reflecting adjustments to property valuations agreed to with taxing authorities. Depreciation and amortization expense increased $4.3 million reflecting additional facilities to serve customers. Interest expense increased $1.5 million due to higher interest rates, and interest income decreased $2.9 million due to lower under-recovered fuel balances. Net income also included $6.3 million of AFUDC-equity related to the construction of the peaking generation units and the installation of NOx pollution control equipment, compared to $4.5 million in 2007.

Peoples Gas

Peoples Gas reported net income of $9.2 million for the fourth quarter, compared to $6.3 million in the same period in 2007. Quarterly results reflect higher volumes for residential and small commercial customers due to colder than normal weather and higher volumes transported for industrial customers partially offset by lower volumes and margins on off-system sales. Average customer growth of 0.1% in the quarter is a result of the continued weak Florida housing market. Therm sales to industrial customers increased due to two new customers with significant usage but at lower transportation rates, which partially offset lower volumes for other customers due to the economic conditions. Results also reflect lower off-system sales and lower volumes transported for power generation customers. Sales to commercial and industrial customers were impacted by the weak Florida housing market and overall weak economy, which

 

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reduced sales to customers such as restaurants, wallboard, asphalt and concrete producers. Results reflect a $1.5 million benefit from the recognition of environmental remediation insurance recoveries, and a $0.9 million benefit related to the completion of pipeline installations for a power generation customer. Excluding costs recovered through the FPSC-approved conservation clause, operations and maintenance expenses decreased $1.1 million in 2008, driven primarily by lower employee-related expenses.

Net income was $27.1 million in 2008, compared to $26.5 million in 2007. These results reflect the fourth quarter items discussed above and average customer growth of 0.2%. Volumes for commercial and industrial customers were driven by the same factors as the fourth quarter, while higher off-system sales volumes reflect better market conditions in prior quarters.

TECO Coal

TECO Coal reported fourth quarter net income of $2.6 million, compared to $7.2 million in the same period in 2007. In the fourth quarter of 2007, TECO Coal’s Non-GAAP Results Excluding Synthetic Fuel, which excluded the $2.2 million cost related to synthetic fuel production, were $9.4 million. (See the Results Reconciliation table.) The 2008 quarter includes $1.3 million of benefits from the sale of right-of-way easements, sales tax adjustments and adjustments to reclamation costs.

In 2008, fourth quarter total sales were 2.3 million tons, compared to 2.5 million tons, including 1.5 million tons of synthetic fuel, in the fourth quarter of 2007. Lower volume in 2008 reflects the shortage of qualified miners, lost productivity due to increased safety inspections, and difficult geology. Compared to the fourth quarter in 2007, results reflect a 7% higher average net selling price per ton across all products, which excludes transportation allowances. In 2008, the fourth-quarter cash cost of production per ton increased 13% from the fourth quarter of 2007, reflecting higher labor costs, higher contract miner costs, lower productivity due to increased safety inspections, costs for explosives that were35% higher than in 2007, and steel for roof bolts used in underground mines 250% higher than in 2007.

TECO Coal recorded net income of $18.0 million in 2008, compared to $90.9 million in 2007. TECO Coal’s 2007 Non-GAAP Results Excluding Synthetic Fuel, which excluded the $52.6 million benefit associated with the production of synthetic fuel, were $38.3 million. (See the Results Reconciliation table.)

Total sales were 9.3 million tons in 2008, compared to 9.2 million tons, which included 6.0 million tons of synthetic fuel, in 2007. Results in 2008 reflect an average net selling price per ton across all products, which excluded transportation allowances, almost 7% higher than 2007. The cash cost of production increased 14% in 2008 compared to 2007, driven by diesel oil prices that were 42% higher than 2007 prices, higher per-ton costs for steel products used in underground mining, higher costs for explosives used in surface mining operations, and higher costs associated with contract miners. Results also reflect a $2.6 million third-quarter benefit from a contract settlement related to future coal sales, and a $0.6 million benefit in the first quarter of 2008 from the true-up of the 2007 synthetic fuel tax credit rate, compared to a $1.6 million benefit included in the first quarter of 2007.

TECO Guatemala

TECO Guatemala reported a fourth quarter net loss of $0.2 million in 2008, compared to net income of $11.4 million in the 2007 period. In December, TECO Guatemala repatriated to TECO Energy cash and investments of $71.7 million, resulting in additional taxes of $9.6

 

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million. TECO Guatemala’s fourth quarter 2008 non-GAAP results, which exclude the $9.6 million of taxes related to the repatriation, were $9.4 million. (See the Results Reconciliation table.) Earnings from the San José Power Station decreased due to lower spot energy sales, and lower energy sales under the power sales contract due to a scheduled maintenance outage. Interest expense for both the Alborada and San José power stations decreased due to lower interest rates and lower project-debt balances. At EEGSA, the distribution utility, 2008 fourth quarter and year-to-date results reflect customer growth and higher energy sales, partially offset by the reduction in the Value Added Distribution (VAD) tariff effective Aug. 1, 2008, which reduced net income at TECO Guatemala by approximately $3.0 million in the quarter. The earnings from the DECA II unregulated EEGSA-affiliated companies, which provide, among other things, electricity transmission services, telecommunication carrier services, wholesale power sales to unregulated electric customers and engineering services, increased in both periods from fundamental growth in the businesses.

Full-year 2008 net income was $36.9 million, compared to $44.7 million in 2007. TECO Guatemala’s full-year 2008 non-GAAP results, which exclude $9.6 million of taxes related to the December repatriation, were $46.5 million. The San José Power Station realized increased revenues from significantly higher prices for spot energy sales. Revenues from contract energy sales increased due to a scheduled price escalation. Higher operating expenses and lower interest income on lower cash balances were essentially offset by lower interest on project debt. The reduction in the VAD tariff at EEGSA reduced earnings at TECO Guatemala by approximately $5.0 million. The year-to-date results for EEGSA and affiliated companies also included a $3.1 million benefit related to an adjustment to previously estimated 2007 income and year-end equity balances, compared to a similar $1.9 million benefit in 2007.

Parent / Other

Parent/other cost in the fourth quarter was $18.5 million, compared to net income of $113.0 million in the 2007 period. The non-GAAP cost for parent/other in the fourth quarter was $9.7 million, compared to a cost of $12.9 million in the 2007 period. Non-GAAP costs in 2008 exclude $12 million of income taxes on the repatriation of cash and investments from TECO Guatemala and a $3.2 million favorable adjustment to income taxes related to the sale of TECO Transport. Non-GAAP costs in 2007 exclude the $149.4 million net gain on the sale of TECO Transport, the $3.3 million of TECO Transport transaction costs, and the $20.2 million charge related to the debt extinguishment/exchange completed in December. (See the Results Reconciliation table.) Total parent/TECO Finance interest expense declined $3.1 million in the fourth quarter of 2008, reflecting debt retirement actions taken in 2007.

Parent/other cost was $55.2 million in 2008, compared to net income of $52.5 million in 2007. In 2008 the non-GAAP cost was $45.8 million, which, in addition to the fourth quarter items, excluded $0.6 million of adjustments to previously estimated costs related to the sale of TECO Transport, compared to the non-GAAP cost of $60.4 million in 2007. In addition to the fourth quarter items, 2007 non-GAAP results excluded $13.0 million of charges related to the sale of TECO Transport recorded in prior quarters. In 2008, parent/TECO Finance interest expense declined $18.5 million reflecting debt retirement actions.

TECO Transport

TECO Transport’s 2007 fourth quarter net income of $7.0 million reflected activities through Dec. 3, 2007. Because of the Assets Held for Sale classification of TECO Transport,

 

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the recording of depreciation was discontinued as of Apr. 1, 2007. TECO Transport’s fourth quarter non-GAAP results of $4.5 million include $2.5 million of depreciation that was excluded from reported net income. Net income through Dec. 3, 2007 was $34.0 million and Non-GAAP results were $24.3 million in 2007, including the $9.7 million of depreciation expense that was not recorded in GAAP net income. (See the Results Reconciliation table.)

Discontinued Operations

In 2007, full-year net income from discontinued operations was $14.3 million, reflecting a tax benefit recorded in the second quarter as a result of reaching favorable conclusions with taxing authorities related to the 2005 disposition of the Union and Gila River merchant power plants. In 2007, TECO Transport was not classified as a discontinued operation due to the ongoing contractual relationship for solid fuel waterborne transportation services.

Cash and Liquidity

The table below sets forth the Dec. 31, 2008 consolidated liquidity and cash balances, the cash balances at the operating companies and TECO Energy parent, and amounts available under the TECO Energy and Tampa Electric credit facilities.

 

Balances as of Dec. 31, 2008
(millions)    Consolidated    Tampa Electric
Company
   Other
Operating

Companies
   Parent

Credit facilities

   $ 675.0    $ 475.0    $ —      $ 200.0

Drawn amounts/LCs

     101.5      30.4      —        71.1
                           

Available credit facilities

     573.5      444.6      —        128.9

Cash and short-term investments

     14.6      3.6      10.8      0.2
                           

Total liquidity

   $ 588.1    $ 448.2    $ 10.8    $ 129.1
                           

Consolidated restricted cash (not included above)

   $ 7.5    $ —      $ 0.2    $ 7.3

Consolidated other cash and short-term investments includes $10.8 million of cash at the unregulated operating companies for normal operations. Essentially all of the cash and short-term investments at TECO Guatemala held offshore due to the tax deferral strategy associated with EEGSA was repatriated in the fourth quarter. In addition to consolidated cash, as of Dec. 31, 2008, unconsolidated affiliates owned by TECO Guatemala, CGESJ (San José) and TCAE (Alborada) had unrestricted cash and short-term investment balances of $25.9 million, which is not included in the table above.

2009 Business Drivers

Important factors in TECO Energy’s 2009 results will be the decisions made by the Florida Public Service Commission (FPSC) in the current base rate proceedings at Tampa Electric and Peoples Gas. Both utility companies expect that the FPSC will continue its long history of balanced regulatory decisions, however, the company believes that it would be inappropriate to provide an earnings guidance range until after these regulatory proceedings are concluded, which is expected to be in the spring of 2009. TECO Energy expects that its results in 2009 will be driven by the factors discussed below.

 

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Assuming normal weather, Tampa Electric expects energy sales to be higher in 2009, after the very mild weather in 2008. Based on various forecasts published by JP Morgan, Morgan Stanley, Moody’s Economy.com and others, the weak economy is not expected to start to improve until at least the second half of 2009, and the slow Florida housing market is not expected to start to recover until late 2009 or early 2010. Until the economy and housing markets start to improve, it is difficult to forecast when customer and related energy sales growth will resume. Non-fuel operation and maintenance expenses are expected to increase in 2009 compared to 2008 due to increased costs for subcontracted labor and materials; increased spending on coal-fired generating unit maintenance, tree trimming and shipping channel dredging; and higher bad debt expense. Depreciation expense is expected to increase from additions to facilities to serve customers; interest expense is expected to increase due to higher long-term debt balances associated with the construction program; and interest income is expected to decrease due to lower under-recovered FPSC-approved clause balances. Environmental Cost Recovery Clause-related earnings are expected to increase due to the completion of the third NOx control project, which is expected to enter service in May. In November 2008, the FPSC approved Tampa Electric’s fuel adjustment filing, which included full recovery of water borne transportation costs for the delivery of solid fuel under a new contract effective Jan. 1, 2009. This approval eliminates the approximately $10 million annual reduction in net income that has occurred over the past five years of the previous transportation contract.

In 2009, customer growth and therm sales growth at Peoples Gas will be impacted by the uncertain timing of economic and housing market recoveries. Operation and maintenance and depreciation expenses are expected to increase. Interim base rate relief was granted in 2008 which amounts to approximately $2.4 million on an annualized basis.

TECO Coal expects 2009 net income to increase over 2008 from higher contract selling prices. Total sales are expected to be in a range between 9.8 million and 10.3 million tons in 2009, compared to 9.3 million tons in 2008. This level of expected production, which is lower than previously projected, is in response to the current world-wide supply and demand equation for metallurgical coal. Approximately 9.6 million tons of expected sales are currently contracted at an average selling price of approximately $73 per ton. The unsold tons are metallurgical and PCI coal, which are expected to sell at prices above the current average price. The metallurgical and PCI coal normally sold to European customers has not been contracted due to the significant slow down in the world-wide steel industry in response to the economic slow down. These annual contracts typically initiate in April and would be expected to be signed by the end of March. The fully-loaded, all-in cost of production is expected to be in a range between $63 and $66 per ton in 2009. Diesel fuel prices have been hedged for those contracts that do not have diesel price adjustments in the contract.

TECO Guatemala expects 2009 net income to decrease from 2008 levels, primarily due to the Value Added Distribution (VAD) tariff decision in 2008, which significantly lowered rates charged by EEGSA in 2008, and lower generation from the San José Power Station. The lower VAD is expected to put all of the earnings from EEGSA to TECO Guatemala, which had previously averaged about $10 million annually, at risk as long as the lower rates are in effect. In 2008, there was a five-month reduction in earnings, but if the situation remains unresolved there would be a full year reduction in earnings in 2009. TECO Guatemala has served a notice under DR-CAFTA for reconsideration of the regulatory decision. The San José Power Station has been off-line since mid-January due to an equipment failure and is not expected to return to service

 

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until approximately mid-March. After its return to service, the operations of the San José Power Station will be dependent on the price of fuel for other generators. Currently the price for oil used by other generating resources in Guatemala is below the average price of coal used by the San José Power Station. If this relationship persists, generation from the San José Power Station could continue to be limited, thus limiting non-fuel energy sales revenues. However, the station has a 65% minimum take provision under its power sales agreement. Results in 2009 will also be impacted by the expected absence of spot sales from the San José Power Station, lower interest income on lower cash balances after the repatriation of cash in 2008, lower operator fees associated with the DECA II companies, and the absence of the $3.1 million benefit related to an adjustment to previously estimated 2007 income and year-end equity balances at EEGSA that occurred in 2008.

Non-GAAP Presentation

Management believes it is helpful to present a non-GAAP measure of performance that reflects the ongoing operations of TECO Energy’s businesses and which allows investors to better understand and evaluate the business as it is expected to operate in future periods.

Management and the Board of Directors use non-GAAP measures as a yardstick for measuring the company’s performance, in making decisions that are dependent upon the profitability of the company’s various operating units, and in determining levels of incentive compensation.

The non-GAAP measures of financial performance used by the company are not measures of performance under accounting principles generally accepted in the United States and should not be considered an alternative to net income or other GAAP figures as an indicator of the company’s financial performance or liquidity. TECO Energy’s non-GAAP presentation of net income may not be comparable to similarly titled measures used by other companies.

The Results Reconciliation table below presents non-GAAP financial results after elimination of the effects of certain identified gains, charges and earnings from the production of synthetic fuel in the 2007 quarterly and full-year periods. The company provides both measures to allow comparison of results both with and without synthetic fuel. This provides investors additional information to assess the company’s results and future earnings potential without the production of synthetic fuel.

 

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Results Reconciliation

(in millions)

   3 months ended
Dec. 31
    12 months ended
Dec. 31
 
   2008     2007     2008     2007  

GAAP net income

   $ 22.0     $ 173.9     $ 162.4     $ 413.2  
                                

Exclude discontinued operations

     —         —         —         14.3  
                                

GAAP net income from continuing operations

   $ 22.0     $ 173.9     $ 162.4     $ 398.9  
                                

Add TECO Transport transaction costs and final adjustments recorded at TECO Energy parent

     (3.2 )     3.3       (2.6 )     16.3  

Add Tampa Electric waterborne transportation dispute settlement

     1.9       —         1.9       —    

Add taxes related to repatriation of cash and investments

     21.6       —         21.6       —    

Exclude gain on TECO Transport sale

     —         (149.4 )     —         (149.4 )

Add parent debt extinguishment

     —         20.2       —         20.2  

Exclude TECO Transport depreciation

     —         (2.5 )     —         (9.7 )
                                

Total charges and gains

     20.3       (128.4 )     20.9       (122.6 )
                                

Non-GAAP results from continuing operations (1)

   $ 42.3     $ 45.5     $ 183.3     $ 276.3  
                                

Synthetic fuel cost / (benefit)

     —         2.2       —         (52.6 )
                                

Non-GAAP results excluding synthetic fuel

   $ 42.3     $ 47.7     $ 183.3     $ 223.7  
                                

 

(1)

A non-GAAP financial measure is a numerical measure that includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable GAAP measure.

Conference call information

As previously announced, TECO Energy will conduct a Webcast and conference call with the financial community at 9:00 am Eastern time on February 6, 2009 covering its fourth quarter and full-year results and its 2009 business drivers. The Webcast will be accessible through the link on TECO Energy’s Website: www.tecoenergy.com. The Webcast and accompanying slides will be available for replay for 30 days through the Web site, beginning approximately two hours after the conclusion of the live event.

TECO Energy, Inc. (NYSE: TE) is an energy-related holding company. Its principal subsidiary, Tampa Electric Company, is a regulated utility in Florida with both electric and gas divisions (Tampa Electric and Peoples Gas System). Other subsidiaries include TECO Coal, which owns and operates coal production facilities in Kentucky and Virginia, and TECO Guatemala, which is engaged in electric power generation and distribution, and energy-related businesses in Guatemala.

Note: This press release contains forward-looking statements, which are subject to the inherent uncertainties in predicting future results and conditions. Actual results may differ materially from those forecasted. The forecasted results are based on the company’s current expectations and

 

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assumptions, and the company does not undertake to update that information or any other information contained in this press release, except as may be required by law. Factors that could impact actual results include: regulatory actions by federal, state or local authorities; unexpected capital needs or unanticipated reductions in cash flow that affect liquidity; access to capital and credit markets when required in the current unsettled economic conditions; the availability of adequate rail transportation capacity for the shipment of TECO Coal’s production; general economic conditions affecting energy sales at the utility companies; economic conditions, both national and international, affecting the Florida economy and demand for TECO Coal’s production; weather variations and changes in customer energy usage patterns affecting sales and operating costs at Tampa Electric and Peoples Gas and the effect of extreme weather conditions or hurricanes; operating conditions, commodity price and operating cost changes affecting the production levels and margins at TECO Coal, fuel cost recoveries and cash at Tampa Electric and natural gas demand at Peoples Gas; the ability of TECO Energy’s subsidiaries to operate equipment without undue accidents, breakdowns or failures; the ability to increase the amount of power generated by the San José Power Station during a period of lower oil prices; and the ultimate outcome of efforts to revise the significantly lower EEGSA VAD tariff rates implemented by regulatory authorities in Guatemala effective Aug. 1, 2008 affecting TECO Guatemala’s results. Additional information is contained under “Risk Factors” in TECO Energy, Inc.’s Annual Report on Form 10-K for the period ended Dec. 31, 2007, as updated in subsequent filings with the SEC.

 

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Summary Information as of Dec. 31, 2008

 

     3 months
ended
   12 months
ended
(millions except per share amounts)    2008    2007    2008    2007

Revenues

   $ 770.3    $ 858.3    $ 3,375.3    $ 3,536.1
                           

Net income from continuing operations

   $ 22.0    $ 173.9    $ 162.4    $ 398.9

Net income from discontinued operations

     —        —        —        14.3
                           

Net income

   $ 22.0    $ 173.9    $ 162.4    $ 413.2
                           

Earnings per share from continuing operations – basic

   $ 0.10    $ 0.83    $ 0.77    $ 1.91

Earnings per share from discontinued operations – basic

     —        —        —        0.07
                           

Earnings per share – basic

   $ 0.10    $ 0.83    $ 0.77    $ 1.98
                           

Earnings per share – diluted

   $ 0.10    $ 0.83    $ 0.77    $ 1.97

Average common shares outstanding – basic

     211.3      209.4      210.6      209.1

Average common shares outstanding – diluted

     211.8      210.4      211.4      209.9

 

Contact:    News Media: Rick Morera – (813) 228-4945
   Investor Relations: Mark Kane – (813) 228-1772
   Internet: http://www.tecoenergy.com

 

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LOGO

DECEMBER 2008

Figures appearing in these statements are presented as general information and not in connection with any sale or offer to sell or solicitation of an offer to buy any securities, nor are they intended as a representation by the company of the value of its securities. All figures reported are subject to adjustments as the annual audit by independent accountants may determine to be necessary and to the explanatory notes affecting income and balance sheet accounts contained in the company’s Annual Report on Form 10-K. Reference should also be made to information contained in that and other reports filed by TECO Energy, Inc. and Tampa Electric Company with the Securities and Exchange Commission.


TECO ENERGY, Inc.

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(All significant intercompany transactions have been eliminated in the consolidated financial statements.)

 

     Three Months Ended
December 31,
    Twelve Months Ended
December 31,
 
(millions except share data)    2008     2007     2008     2007  

Revenues

        

Regulated electric and gas

   $ 625.9     $ 666.3     $ 2,778.2     $ 2,786.3  

Unregulated

     144.4       192.0       597.1       749.8  
                                

Total revenues

     770.3       858.3       3,375.3       3,536.1  
                                

Expenses

        

Regulated operations

        

Fuel

     215.9       207.2       819.4       854.7  

Purchased power

     42.6       64.3       305.4       271.9  

Cost of natural gas sold

     88.9       90.5       476.6       389.9  

Other

     61.6       79.2       277.7       280.4  

Operation other expense

        

Mining related costs

     107.7       120.6       440.6       435.4  

Waterborne transportation costs

     0.0       42.4       0.0       206.4  

Other

     4.3       5.4       18.2       16.6  

Maintenance

     40.9       46.0       173.9       183.5  

Depreciation and amortization

     69.5       65.5       266.1       263.7  

Gain on sale, net of transaction related costs

     0.0       (242.5 )     0.9       (221.3 )

Taxes, other than income

     50.4       50.9       211.5       218.3  
                                

Total expenses

     681.8       529.5       2,990.3       2,899.5  
                                

Income from operations

     88.5       328.8       385.0       636.6  
                                

Other income (expense)

        

Allowance for other funds used during construction

     2.0       1.0       6.3       4.5  

Other income

     4.3       12.0       21.5       112.0  

Loss on debt exchange / extinguishment

     0.0       (32.9 )     0.0       (32.9 )

Income from equity investments

     15.4       18.0       72.9       68.5  
                                

Total other income

     21.7       (1.9 )     100.7       152.1  
                                

Interest charges

        

Interest expense

     58.6       61.4       231.3       259.5  

Allowance for borrowed funds used during construction

     (0.7 )     (0.3 )     (2.4 )     (1.7 )
                                

Total interest charges

     57.9       61.1       228.9       257.8  
                                

Income before provision for income taxes

     52.3       265.8       256.8       530.9  

Provision for income taxes

     30.3       109.5       94.4       214.2  
                                

Income from Continuing Operations before minority interest

     22.0       156.3       162.4       316.7  

Minority Interest

     0.0       17.6       0.0       82.2  
                                

Income from Continuing Operations

     22.0       173.9       162.4       398.9  

Discontinued operations

        

Income from discontinued operations

     0.0       0.0       0.0       0.0  

Income tax provision (benefit)

     0.0       0.0       0.0       (14.3 )
                                

Total discontinued operations

     0.0       0.0       0.0       14.3  
                                

Net income

   $ 22.0     $ 173.9     $ 162.4     $ 413.2  
                                

Average common shares outstanding - basic (millions)

     211.3       209.4       210.6       209.1  

Average common shares outstanding - diluted (millions)

     211.8       210.4       211.4       209.9  

Earnings per average common share outstanding:

        

Earnings per share from continuing operations — basic

     0.10       0.83       0.77       1.91  

Earnings per share from continuing operations — diluted

     0.10       0.83       0.77       1.90  

Earnings per share — basic

     0.10       0.83       0.77       1.98  

Earnings per share — diluted

     0.10       0.83       0.77       1.97  


TECO ENERGY, Inc.

CONSOLIDATED BALANCE SHEETS (Unaudited)

(All significant intercompany transactions have been eliminated in the consolidated financial statements.)

 

      December 31,  

(millions)

   2008     2007  

Assets

    

Current assets

    

Cash and cash equivalents

   $ 12.2     $ 162.6  

Restricted cash

     7.5       7.4  

Short-term investments

     2.4       0.0  

Receivables

     285.9       295.9  

Crude oil options receivable, net

     0.0       78.5  

Inventories at average cost

    

Fuel

     90.2       85.8  

Materials and supplies

     72.8       68.2  

Current derivative assets

     0.0       0.3  

Income tax receivables

     3.5       0.7  

Prepayments and other current assets

     25.8       23.0  

Current regulatory assets

     272.6       67.4  
                

Total current assets

     772.9       789.8  
                

Property, plant and equipment

    

Utility plant in service

    

Electric

     5,528.3       5,275.2  

Gas

     964.4       917.4  

Construction work in progress

     463.5       364.8  

Other property

     354.8       336.4  
                

Property plant and equipment at original cost

     7,311.0       6,893.8  

Accumulated depreciation

     (2,089.7 )     (2,005.6 )
                

Total property, plant and equipment, net

     5,221.3       4,888.2  
                

Other assets

    

Deferred income taxes

     333.8       424.9  

Other investments

     21.3       22.9  

Long-term regulatory assets

     325.3       186.8  

Investment in unconsolidated affiliates

     284.0       275.5  

Goodwill

     59.4       59.4  

Long-term derivative assets

     0.1       1.9  

Deferred charges and other assets

     129.3       115.8  
                

Total other assets

     1,153.2       1,087.2  
                

Total assets

   $ 7,147.4     $ 6,765.2  
                

Liabilities and capital

    

Current liabilities

    

Long-term debt due within one year

    

Recourse

   $ 5.5     $ 5.7  

Non-recourse

     1.4       1.4  

Notes payable

     93.0       25.0  

Accounts payable

     304.4       302.1  

Other current liabilities

     15.3       18.0  

Customer deposits

     144.6       138.1  

Current derivative liabilities

     132.1       26.0  

Interest accrued

     45.1       32.7  

Taxes accrued

     21.2       33.2  

Current regulatory liabilities

     21.7       35.4  
                

Total current liabilities

     784.3       617.6  
                

Other liabilities

    

Investment tax credits

     11.2       12.2  

Long-term regulatory liabilities

     588.2       582.7  

Long-term derivative liabilities

     19.4       0.1  

Deferred credits and other liabilities

     530.0       377.2  

Long-term debt, less amount due within one year

    

Recourse

     3,199.0       3,149.4  

Non-recourse

     7.6       9.0  
                

Total other liabilities

     4,355.4       4,130.6  
                

Total Liabilities

     5,139.7       4,748.2  

Capital

    

Common equity

     212.9       210.9  

Additional paid in capital

     1,518.2       1,489.2  

Retained earnings

     322.6       334.1  

Accumulated other comprehensive loss

     (46.0 )     (17.2 )
                

Total capital

     2,007.7       2,017.0  
                

Total liabilities and capital

   $ 7,147.4     $ 6,765.2  
                

Book Value Per Share

   $ 9.43     $ 9.57  


TECO ENERGY, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(All significant intercompany transactions have been eliminated in the consolidated financial statements.)

 

     Three Months Ended
December 31,
    Twelve Months Ended
December 31,
 
(millions)    2008     2007     2008     2007  

Cash flows from operating activities

        

Net income

   $ 22.0     $ 173.9     $ 162.4     $ 413.2  

Adjustments to reconcile net income to net cash from operating activities:

        

Depreciation and amortization

     69.5       65.5       266.1       263.7  

Deferred income taxes

     57.2       94.2       126.7       184.8  

Investment tax credits, net

     0.0       (0.6 )     (1.0 )     (2.5 )

Allowance for other funds used during construction

     (2.0 )     (1.0 )     (6.3 )     (4.5 )

Non-cash stock compensation

     1.8       1.7       9.7       11.6  

Gain on sales of business / assets, pretax

     (0.3 )     (218.9 )     (1.7 )     (246.1 )

Noncash debt extinguishment / exchange, pretax

     0.0       2.6       0.0       2.6  

Equity in earnings of unconsolidated affiliates, net of cash distributions on earnings

     2.5       (10.7 )     (22.8 )     (18.0 )

Minority interest

     0.0       (17.6 )     0.0       (82.2 )

Derivatives marked to market

     0.0       (34.0 )     0.0       (82.7 )

Deferred recovery clause

     1.3       45.6       (115.8 )     123.7  

Receivables, less allowance for uncollectibles

     54.6       90.2       10.0       8.7  

Inventories

     0.2       24.3       (9.0 )     (9.6 )

Prepayments and other current assets

     0.4       2.8       (2.8 )     3.2  

Taxes accrued

     (38.4 )     (27.0 )     (14.8 )     26.6  

Interest accrued

     (35.0 )     (50.1 )     12.4       (17.8 )

Accounts payable

     (20.6 )     12.5       (8.3 )     (29.6 )

Other

     (51.1 )     (13.6 )     (17.0 )     8.9  
                                
     62.1       139.8       387.8       554.0  
                                

Cash flows from investing activities

        

Capital expenditures

     (187.0 )     (134.8 )     (589.5 )     (494.4 )

Allowance for other funds used during construction

     2.0       1.0       6.3       4.5  

Net proceeds from sale of business / assets

     4.3       344.4       0.6       405.2  

Restricted cash

     0.0       30.0       (0.1 )     29.9  

Distributions from unconsolidated affiliates

     0.0       0.7       13.2       27.5  

Other investments

     (0.1 )     27.3       76.1       (0.4 )
                                
     (180.8 )     268.6       (493.4 )     (27.7 )
                                

Cash flows from financing activities

        

Dividends

     (42.5 )     (41.1 )     (168.6 )     (163.0 )

Proceeds from sale of common stock

     0.9       4.2       21.8       14.0  

Proceeds from long-term debt

     0.0       0.0       327.8       444.1  

Repayment of long-term debt / Purchase in lieu of redemption

     0.0       (297.2 )     (293.8 )     (1,137.5 )

Debt exchange premiums

     0.0       (21.2 )     0.0       (21.2 )

Minority interest

     0.0       21.4       0.0       81.3  

Net increase (decrease) in short-term debt

     80.0       (48.0 )     68.0       (23.0 )
                                
     38.4       (381.9 )     (44.8 )     (805.3 )
                                

Net increase (decrease) in cash and cash equivalents

     (80.3 )     26.5       (150.4 )     (279.0 )

Cash and cash equivalents at beginning of period

     92.5       136.1       162.6       441.6  
                                

Cash and cash equivalents at end of period

   $ 12.2     $ 162.6     $ 12.2     $ 162.6  
                                


TECO ENERGY, Inc.

SEGMENT INFORMATION (Unaudited)

 

(millions)

   Tampa
Electric
    Peoples
Gas
   TECO
Coal
    TECO
Guatemala
    TECO
Transport
    Other &
Eliminations
    TECO
Energy

Three months ended Dec. 31,

               

2008

   Revenues - outsiders    $ 481.4     $ 144.5    $ 142.1     $ 2.3     $ —       $ —       $ 770.3
   Sales to affiliates      0.4       —        —         —         —         (0.4 )     —  
                                                        
  

Total revenues

     481.8       144.5      142.1       2.3       —         (0.4 )     770.3
   Equity Earnings in Unconsolidated Affiliates      —         —        —         15.0       —         0.4       15.4
   Depreciation      48.8       10.7      9.8       0.2       —         —         69.5
   Total interest charges (1)      28.7       4.7      1.9       4.0       —         18.6       57.9
  

Allocated interest expense (income) included above (1)

     —         —        1.5       3.9       —         (5.4 )     —  
   Provision (Benefit) for income taxes      16.7       5.9      (0.2 )     8.7       —         (0.8 )(7)     30.3
   Net income (loss) from continuing operations    $ 28.9 (5)   $ 9.2    $ 2.6     $ (0.2 )(6)   $ —       $ (18.5 )(3)   $ 22.0
                                                        

2007

   Revenues - outsiders    $ 524.5     $ 141.8    $ 147.8     $ 2.1     $ 42.1     $ —       $ 858.3
   Sales to affiliates      0.4       —        —         —         17.1       (17.5 )     —  
                                                        
  

Total revenues

     524.9       141.8      147.8       2.1       59.2       (17.5 )     858.3
   Equity Earnings in Unconsolidated Affiliates      —         —        —         18.0       —         —         18.0
   Depreciation      45.4       10.2      9.6       0.2       —         0.1       65.5
   Total interest charges (1)      28.1       4.3      3.2       3.9       0.9       20.7       61.1
  

Allocated interest expense (income) included above (1)

     —         —        2.9       3.9       0.9       (7.7 )     —  
   Provision (Benefit) for income taxes      16.2       3.6      9.1       2.7       2.3       75.6       109.5
   Net income (loss) from continuing operations    $ 29.0     $ 6.3    $ 7.2     $
 
11.4
 
 
 
  $ 7.0 (2)   $ 113.0 (3)(4)   $ 173.9
                                                        

Twelve months ended Dec. 31,

               

2008

   Revenues - outsiders    $ 2,089.8     $ 688.4    $ 588.4     $ 8.4     $ —       $ 0.3     $ 3,375.3
   Sales to affiliates      1.4       —        —         —         —         (1.4 )     —  
                                                        
  

Total revenues

     2,091.2       688.4      588.4       8.4       —         (1.1 )     3,375.3
   Equity Earnings in Unconsolidated Affiliates      —         —        —         72.5       —         0.4       72.9
   Depreciation      185.6       41.9      37.6       0.8       —         0.2       266.1
   Total interest charges (1)      114.7       18.2      8.1       15.4       —         72.5       228.9
  

Allocated interest expense (income) included above (1)

     —         —        6.7       15.1       —         (21.8 )     —  
   Provision (Benefit) for income taxes      81.9       17.3      2.3       14.8       —         (21.9 )(7)     94.4
   Net income (loss) from continuing operations    $ 135.6 (5)   $ 27.1    $ 18.0     $ 36.9 (6)   $ —       $ (55.2 )(3)   $ 162.4
                                                        

2007

   Revenues - outsiders    $ 2,186.6     $ 599.7    $ 544.5     $ 8.0     $ 197.1     $ 0.2     $ 3,536.1
   Sales to affiliates      1.8       —        —         —         93.2       (95.0 )     —  
                                                        
  

Total revenues

     2,188.4       599.7      544.5       8.0       290.3       (94.8 )     3,536.1
   Equity Earnings in Unconsolidated Affiliates      —         —        —         68.5       —         —         68.5
   Depreciation      178.6       40.1      38.4       0.5       5.6       0.5       263.7
   Total interest charges (1)      112.2       17.1      12.5       15.2       4.8       96.0       257.8
  

Allocated interest expense (income) included above (1)

     —         —        11.6       14.9       0.8       (27.3 )     —  
   Provision (Benefit) for income taxes      85.2       16.4      46.3       7.8       13.5       45.0       214.2
   Net income (loss) from continuing operations    $ 150.3     $ 26.5    $ 90.9     $ 44.7     $ 34.0 (2)   $ 52.5 (3)(4)   $ 398.9
                                                        

 

(1)

Segment net income is reported on a basis that includes internally allocated financing costs. Internally allocated costs were at pretax rates of 7.15% for Sep. through Dec. 2008, 7.25% for Jan. through Aug. 2008, and 7.5% for 2007 and 2006. Rates were based on the average of each subsidiary's equity and indebtedness to TECO Energy assuming a 50/50 debt/equity capital structure. Internally allocated interest charges are a component of total interest charges.

(2)

Beginning Apr. 1, 2007, no depreciation expense was recognized for TECO Transport as a result of the assets being classified as “held for sale”. Depreciation expense for the second, third and fourth quarters of 2007 would have been $3.6, $3.6 and $2.5 million, respectively.

(3)

Results for the 12 months ended Dec. 31, 2008 include $0.6 million in after-tax transaction costs related to the sale of TECO Transport. Additionally, a $3.2 million tax benefit was booked in the fourth quarter of 2008. Results for the 12 months ended Dec. 31, 2007 include $16.4 million of these costs ($1.8 in the first quarter, $8.3 in the second quarter, $3.0 in the third quarter and $3.3 in the fourth quarter of 2007).

(4)

Results for the three and 12 months ended Dec. 31, 2007 include the $149.5 million gain on the sale of TECO Transport and $20.2 million of debt extinguishment costs.

(5)

Results include a $1.9-million after-tax charge related to a settlement in the fourth quarter of 2008 with the Florida Public Service Commission Staff of issues involving waterborne coal transportation services provided by a former affiliate company (TECO Transport).

(6)

Results include $9.6 million in taxes related to the repatriated cash and investments from Guatemala in the fourth quarter of 2008.

(7)

Results include $12.0 million in consolidated income taxes related to the cash and investments repatriated from Guatemala in the fourth quarter of 2008.


TAMPA ELECTRIC COMPANY

ELECTRIC OPERATING STATISTICS (Unaudited)

 

     Operating Revenues*           Sales — Kilowatt-hours*       

Three Months Ended December 31,

   2008     2007     Percent
Change
    2008    2007    Percent
Change
 

Residential

   $ 228,170     $ 236,258     (3.4 )   1,976,135    2,048,032    (3.5 )

Commercial

     153,337       162,010     (5.4 )   1,525,119    1,614,993    (5.6 )

Industrial — Phosphate

     18,652       18,566     0.5     276,010    267,364    3.2  

Industrial — Other

     25,414       28,746     (11.6 )   278,670    317,970    (12.4 )

Other sales of electricity

     46,915       46,578     0.7     462,489    458,808    0.8  
                                      
     472,488       492,158     (4.0 )   4,518,423    4,707,167    (4.0 )

Deferred and other revenues

     (23,788 )     (29,024 )   (18.0 )   —      —      —    

Sales for resale

     16,169       17,135     (5.6 )   222,777    234,570    (5.0 )

Other operating revenue

     11,690       10,245     14.1     —      —      —    

SO2 Allowance Sales

     5,200       34,416     (84.9 )   —      —      —    
                                      
   $ 481,759     $ 524,930     (8.2 )   4,741,200    4,941,737    (4.1 )
                                      

Average customers

     666,343       668,089     (0.3 )   —      —      —    
                                      

Retail Net Energy For Load

         4,536,131    4,753,981    (4.6 )
                                      

Total Degree Days

         662    818    (19.1 )
                                      
     Operating Revenues*           Sales — Kilowatt-hours*       

Twelve Months Ended December 31,

   2008     2007     Percent
Change
    2008    2007    Percent
Change
 

Residential

   $ 981,714     $ 1,017,941     (3.6 )   8,546,468    8,871,217    (3.7 )

Commercial

     638,971       653,625     (2.2 )   6,398,719    6,541,525    (2.2 )

Industrial — Phosphate

     66,064       72,983     (9.5 )   969,135    1,049,870    (7.7 )

Industrial — Other

     111,242       118,184     (5.9 )   1,235,735    1,315,641    (6.1 )

Other sales of electricity

     185,718       178,353     4.1     1,839,548    1,754,500    4.8  
                                      
     1,983,709       2,041,086     (2.8 )   18,989,605    19,532,753    (2.8 )

Deferred and other revenues

     (18,293 )     (51,737 )   (64.6 )   —      —      —    

Sales for resale

     69,684       68,992     1.0     883,971    905,140    (2.3 )

Other operating revenue

     44,347       38,993     13.7     —      —      —    

SO2 Allowance Sales

     11,795       91,098     (87.1 )   —      —      —    
                                      
   $ 2,091,242     $ 2,188,432     (4.4 )   19,873,576    20,437,893    (2.8 )
                                      

Average customers

     667,266       666,354     0.1     —      —      —    
                                      

Retail Net Energy For Load

         19,898,785    20,448,443    (2.7 )
                                      

Total Degree Days

         3,923    4,254    (7.8 )
                                      

 

* in thousands


PEOPLES GAS SYSTEM

GAS OPERATING STATISTICS (Unaudited)

 

     Operating Revenues*          Therms*       

Three Months Ended December 31,

   2008    2007    Percent
Change
    2008    2007    Percent
Change
 

By Customer Segment:

                

Residential

   $ 42,922    $ 31,591    35.9     21,048    16,521    27.4  

Commercial

     39,019      35,327    10.5     96,027    91,511    4.9  

Industrial

     1,898      2,334    (18.7 )   44,988    44,329    1.5  

Off System Sales

     45,691      58,613    (22.0 )   64,114    77,119    (16.9 )

Power generation

     2,639      3,436    (23.2 )   81,641    116,733    (30.1 )

Other revenues

     10,253      8,714    17.7     —      —      —    
                                    
   $ 142,422    $ 140,015    1.7     307,818    346,213    (11.1 )
                                    

By Sales Type:

                

System supply

   $ 110,356    $ 108,900    1.3     100,300    108,341    (7.4 )

Transportation

     21,813      22,401    (2.6 )   207,518    237,872    (12.8 )

Other revenues

     10,253      8,714    17.7     —      —      —    
                                    
   $ 142,422    $ 140,015    1.7     307,818    346,213    (11.1 )
                                    

Average customers

     334,065      333,629    0.1     —      —      —    
                                    
     Operating Revenues*          Therms*       

Twelve Months Ended December 31,

   2008    2007    Percent
Change
    2008    2007    Percent
Change
 

By Customer Segment:

                

Residential

   $ 150,458    $ 140,161    7.3     74,377    70,086    6.1  

Commercial

     155,554      158,391    (1.8 )   375,882    370,940    1.3  

Industrial

     8,242      9,674    (14.8 )   189,522    186,344    1.7  

Off System Sales

     317,501      232,791    36.4     323,783    303,487    6.7  

Power generation

     12,667      14,643    (13.5 )   455,604    471,687    (3.4 )

Other revenues

     36,497      37,370    (2.3 )   —      —      —    
                                    
   $ 680,919    $ 593,030    14.8     1,419,168    1,402,544    1.2  
                                    

By Sales Type:

                

System supply

   $ 555,976    $ 465,542    19.4     457,775    437,865    4.5  

Transportation

     88,446      90,118    (1.9 )   961,393    964,679    (0.3 )

Other revenues

     36,497      37,370    (2.3 )   —      —      —    
                                    
   $ 680,919    $ 593,030    14.8     1,419,168    1,402,544    1.2  
                                    

Average customers

     335,137      334,343    0.2     —      —      —    
                                    

 

* in thousands
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