-----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, LKPDKcR5SIJStpopWzVTi6skOMCgD3x35BUK2pzaedGKxrKk6Lio50sY6V7+Gtr0 d1oSSf6RrQk3lGbrVThbaA== 0001193125-07-170236.txt : 20070803 0001193125-07-170236.hdr.sgml : 20070803 20070803101609 ACCESSION NUMBER: 0001193125-07-170236 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20070630 FILED AS OF DATE: 20070803 DATE AS OF CHANGE: 20070803 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08180 FILM NUMBER: 071022536 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TAMPA ELECTRIC CO CENTRAL INDEX KEY: 0000096271 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 590475140 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-05007 FILM NUMBER: 071022537 BUSINESS ADDRESS: STREET 1: 702 N FRANKLIN ST STREET 2: TECO PLZA CITY: TAMPA STATE: FL ZIP: 33602 BUSINESS PHONE: 8132284111 MAIL ADDRESS: STREET 1: TAMPA ELECTRIC CO STREET 2: TECO PLAZA 702 N FRANKLIN ST CITY: TAMPA STATE: FL ZIP: 33602 10-Q 1 d10q.htm FORM 10-Q Form 10-Q
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


FORM 10-Q

 


 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2007

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

 


 

Commission File No.

  

Exact name of each Registrant as specified in

its charter, state of incorporation, address of

principal executive offices, telephone number

  

I.R.S. Employer

Identification Number

1-8180    TECO ENERGY, INC.    59-2052286
   (a Florida corporation)   
   TECO Plaza   
   702 N. Franklin Street   
   Tampa, Florida 33602   
   (813) 228-1111   
1-5007    TAMPA ELECTRIC COMPANY    59-0475140
   (a Florida corporation)   
   TECO Plaza   
   702 N. Franklin Street   
   Tampa, Florida 33602   
   (813) 228-1111   

 


Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on

which registered

TECO Energy, Inc.  
Common Stock, $1.00 par value   New York Stock Exchange
Common Stock Purchase Rights   New York Stock Exchange

 


Securities registered pursuant to Section 12(g) of the Act: NONE

 


Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.

YES  x    NO  ¨

Indicate by check mark whether TECO Energy, Inc. is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨

Indicate by check mark whether Tampa Electric Company is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨     Accelerated filer  ¨    Non-accelerated filer  x

Indicate by check mark whether TECO Energy, Inc. is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES  ¨    NO  x

Indicate by check mark whether Tampa Electric Company is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES  ¨    NO  x

The number of shares of TECO Energy, Inc.’s common stock outstanding as of Jul. 31, 2007 was 210,538,747. As of Jul. 31, 2007, there were 10 shares of Tampa Electric Company’s common stock issued and outstanding, all of which were held, beneficially and of record, by TECO Energy, Inc.

Tampa Electric Company meets the conditions set forth in General Instruction (H) (1) (a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.

This combined Form 10-Q represents separate filings by TECO Energy, Inc. and Tampa Electric Company. Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Each registrant makes representations only as to information relating to itself and its subsidiaries.

 



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PART I. FINANCIAL INFORMATION

Item 1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

TECO ENERGY, INC.

In the opinion of management, the unaudited consolidated condensed financial statements include all adjustments that are of a recurring nature and necessary to state fairly the financial position of TECO Energy, Inc. and subsidiaries as of Jun. 30, 2007 and Dec. 31, 2006, and the results of their operations and cash flows for the periods ended Jun. 30, 2007 and 2006. The results of operations for the three month and six month periods ended Jun. 30, 2007 are not necessarily indicative of the results that can be expected for the entire fiscal year ending Dec. 31, 2007. References should be made to the explanatory notes affecting the consolidated condensed financial statements contained in TECO Energy, Inc.’s Annual Report on Form 10-K for the year ended Dec. 31, 2006 and to the notes on pages 9 through 24 of this report.

INDEX TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

 

     Page No.

Consolidated Condensed Balance Sheets, Jun. 30, 2007 and Dec. 31, 2006

   3-4

Consolidated Condensed Statements of Income for the three month and six month periods ended Jun. 30, 2007 and 2006

   5-6

Consolidated Condensed Statements of Comprehensive Income for the three month and six month periods ended Jun. 30, 2007 and 2006

   7

Consolidated Condensed Statements of Cash Flows for the six month periods ended Jun. 30, 2007 and 2006

   8

Notes to Consolidated Condensed Financial Statements

   9-24

 

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TECO ENERGY, INC.

Consolidated Condensed Balance Sheets

Unaudited

 

Assets

(millions, except for share amounts)

  

Jun. 30,

2007

   

Dec. 31,

2006

 

Current assets

    

Cash and cash equivalents

   $ 219.9     $ 441.6  

Restricted cash

     37.4       37.3  

Short-term investments

     18.4       —    

Receivables, less allowance for uncollectibles of $4.2 and $4.6 at Jun. 30, 2007 and Dec. 31, 2006, respectively

     297.2       338.3  

Inventories, at average cost

    

Fuel

     149.9       85.0  

Materials and supplies

     62.6       74.6  

Current regulatory assets

     170.4       255.7  

Current derivative assets

     54.2       7.1  

Prepayments and other current assets

     32.1       46.1  

Assets held for sale

     42.4       —    
                

Total current assets

     1,084.5       1,285.7  
                

Property, plant and equipment

    

Utility plant in service

    

Electric

     5,211.5       5,030.4  

Gas

     894.0       877.7  

Construction work in progress

     298.9       334.1  

Other property

     335.6       841.9  
                

Property, plant and equipment

     6,740.0       7,084.1  

Accumulated depreciation

     (1,984.2 )     (2,317.2 )
                

Total property, plant and equipment (net)

     4,755.8       4,766.9  
                

Other assets

    

Deferred income taxes

     574.0       630.2  

Other investments

     8.0       8.0  

Long-term regulatory assets

     237.4       231.3  

Long-term derivative assets

     1.6       0.1  

Investment in unconsolidated affiliates

     286.3       292.9  

Goodwill

     59.4       59.4  

Deferred charges and other assets

     89.1       87.3  

Assets held for sale

     162.6       —    
                

Total other assets

     1,418.4       1,309.2  
                

Total assets

   $ 7,258.7     $ 7,361.8  
                

The accompanying notes are an integral part of the consolidated condensed financial statements.

 

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TECO ENERGY, INC.

Consolidated Condensed Balance Sheets – continued

Unaudited

 

Liabilities and Capital

(millions, except for share amounts)

   Jun. 30,
2007
    Dec. 31,
2006
 

Current liabilities

    

Long-term debt due within one year

    

Recourse

   $ 156.1     $ 566.7  

Non-recourse

     1.4       1.3  

Jr. subordinated notes

     —         71.4  

Notes payable

     —         48.0  

Accounts payable

     259.9       326.5  

Customer deposits

     134.4       129.5  

Current regulatory liabilities

     33.8       46.7  

Current derivative liabilities

     24.9       70.3  

Interest accrued

     49.1       50.5  

Taxes accrued

     56.0       25.3  

Other current liabilities

     14.2       14.2  

Liabilities associated with assets held for sale

     147.9       —    
                

Total current liabilities

     877.7       1,350.4  
                

Other liabilities

    

Investment tax credits

     13.4       14.7  

Long-term regulatory liabilities

     578.4       555.3  

Long-term derivative liabilities

     0.2       3.7  

Deferred credits and other liabilities

     474.0       496.1  

Long-term debt, less amount due within one year

    

Recourse

     3,451.0       3,202.2  

Non-recourse

     9.1       10.4  

Liabilities associated with assets held for sale

     38.4       —    
                

Total other liabilities

     4,564.5       4,282.4  
                

Commitments and contingencies (see Note 10)

    

Capital

    

Common equity (400.0 million shares authorized; par value $1; 210.6 million shares and 209.5 million shares outstanding at Jun. 30, 2007 and Dec. 31, 2006, respectively)

     210.6       209.5  

Additional paid in capital

     1,480.4       1,466.3  

Retained earnings

     149.6       83.7  

Accumulated other comprehensive loss

     (24.1 )     (30.5 )
                

Common equity

     1,816.5       1,729.0  
                

Total capital

     1,816.5       1,729.0  
                

Total liabilities and capital

   $ 7,258.7     $ 7,361.8  
                

The accompanying notes are an integral part of the consolidated condensed financial statements.

 

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TECO ENERGY, INC.

Consolidated Condensed Statements of Income

Unaudited

 

                 Three months ended Jun. 30,  

(millions, except per share amounts)

   2007     2006  

Revenues

    

Regulated electric and gas (includes franchise fees and gross receipts taxes of $27.0 in 2007 and $25.4 in 2006)

   $ 687.5     $ 670.0  

Unregulated

     179.0       192.6  
                      

Total revenues

     866.5       862.6  
                      

Expenses

    

Regulated operations

    

Fuel

     207.3       200.5  

Purchased power

     69.5       55.8  

Cost of natural gas sold

     92.5       88.1  

Other

     68.4       71.3  

Operation other expense

    

Mining related costs

     100.0       111.4  

Waterborne transportation costs

     54.3       51.1  

Other

     4.1       2.9  

Maintenance

     47.4       49.9  

Depreciation

     66.8       70.6  

Taxes, other than income

     55.0       53.4  

Sale of previously impaired assets

     —         (10.7 )

Transaction related costs

     13.5       —    
                      

Total expenses

     778.8       744.3  
                      

Income from operations

     87.7       118.3  
                      

Other income

    

Allowance for other funds used during construction

     1.1       0.4  

Other income

     22.6       6.9  

Income from equity investments

     18.7       13.8  
                      

Total other income

     42.4       21.1  
                      

Interest charges

    

Interest expense

     66.1       70.1  

Allowance for borrowed funds used during construction

     (0.4 )     (0.1 )
                      

Total interest charges

     65.7       70.0  
                      

Income before provision for income taxes

     64.4       69.4  

Provision for income taxes

     25.3       27.3  
                      

Income before minority interest

     39.1       42.1  

Minority interest

     20.3       19.0  
                      

Income from continuing operations

     59.4       61.1  
                      

Discontinued operations

    

Income from discontinued operations

     —         2.3  

Income tax (benefit) provision

     (14.3 )     0.9  
                      

Total discontinued operations

     14.3       1.4  
                      

Net income

   $ 73.7     $ 62.5  
                      

Average common shares outstanding – Basic

     208.9       207.7  
                                                                 – Diluted      210.0       208.6  
                      

Earnings per share from continuing operations – Basic

   $ 0.28     $ 0.29  
                                                                                   – Diluted    $ 0.28     $ 0.29  
                      

Earnings per share from discontinued operations – Basic

   $ 0.07     $ 0.01  
                                                                                       – Diluted    $ 0.07     $ 0.01  
                      

Earnings per share – Basic

       $ 0.35     $ 0.30  

                                  – Diluted

       $ 0.35     $ 0.30  
                      

Dividends paid per common share outstanding

   $ 0.195     $ 0.190  
                      

The accompanying notes are an integral part of the consolidated condensed financial statements.

 

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TECO ENERGY, INC.

Consolidated Condensed Statements of Income

Unaudited

 

     Six months ended Jun. 30,  

(millions, except per share amounts)

   2007     2006  

Revenues

    

Regulated electric and gas (includes franchise fees and gross receipts taxes of $54.0 in 2007 and $50.8 in 2006)

   $ 1,328.1     $ 1,312.5  

Unregulated

     359.7       386.5  
                

Total revenues

     1,687.8       1,699.0  
                

Expenses

    

Regulated operations

    

Fuel

     396.4       383.3  

Purchased power

     123.1       90.3  

Cost of natural gas sold

     200.2       210.9  

Other

     126.0       142.9  

Operation other expense

    

Mining related costs

     194.5       220.0  

Waterborne transportation costs

     109.0       105.2  

Other

     7.6       6.6  

Maintenance

     96.4       94.9  

Depreciation

     138.4       140.9  

Taxes, other than income

     113.8       110.2  

Sale of previously impaired assets

     —         (10.7 )

Transaction related costs

     16.3       —    
                

Total expenses

     1,521.7       1,494.5  
                

Income from operations

     166.1       204.5  
                

Other income

    

Allowance for other funds used during construction

     2.8       0.6  

Other income

     74.5       30.9  

Income from equity investments

     34.9       28.4  
                

Total other income

     112.2       59.9  
                

Interest charges

    

Interest expense

     133.9       139.2  

Allowance for borrowed funds used during construction

     (1.1 )     (0.2 )
                

Total interest charges

     132.8       139.0  
                

Income before provision for income taxes

     145.5       125.4  

Provision for income taxes

     57.1       50.0  
                

Income before minority interest

     88.4       75.4  

Minority interest

     43.8       40.9  
                

Income from continuing operations

     132.2       116.3  
                

Discontinued operations

    

Income from discontinued operations

     —         2.3  

Income tax (benefit) provision

     (14.3 )     0.9  
                

Total discontinued operations

     14.3       1.4  
                

Net income

   $ 146.5     $ 117.7  
                

Average common shares outstanding – Basic

     208.8       207.6  
                                                                 – Diluted      209.7       208.6  
                

Earnings per share from continuing operations – Basic

   $ 0.63     $ 0.56  
                                                                                   – Diluted    $ 0.63     $ 0.55  
                

Earnings per share from discontinued operations – Basic

   $ 0.07     $ 0.01  
                                                                                       – Diluted    $ 0.07     $ 0.01  
                

Earnings per share – Basic

   $ 0.70     $ 0.57  

     – Diluted

   $ 0.70     $ 0.56  
                

Dividends paid per common share outstanding

   $ 0.385     $ 0.380  
                

The accompanying notes are an integral part of the consolidated condensed financial statements.

 

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Table of Contents

TECO ENERGY, INC.

Consolidated Condensed Statements of Comprehensive Income

Unaudited

 

      Three months ended Jun. 30,    Six months ended Jun. 30,

(millions)

   2007     2006    2007     2006

Net income

   $ 73.7     $ 62.5    $ 146.5     $ 117.7
                             

Other comprehensive income, net of tax

         

Net unrealized gains on cash flow hedges

     0.6       0.7      2.5       1.1

Amortization of unrecognized benefit costs

     0.7       —        1.1       —  

Recognized benefit costs due to curtailment

     4.1       —        4.1       —  

Unrecognized benefits due to remeasurement

     (1.3 )     —        (1.3 )     —  
                             

Other comprehensive income, net of tax

     4.1       0.7      6.4       1.1
                             

Comprehensive income

   $ 77.8     $ 63.2    $ 152.9     $ 118.8
                             

The accompanying notes are an integral part of the consolidated condensed financial statements.

 

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TECO ENERGY, INC.

Consolidated Condensed Statements of Cash Flows

Unaudited

 

     Six months ended Jun. 30,  

(millions)

   2007     2006  

Cash flows from operating activities

    

Net income

   $ 146.5     $ 117.7  

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

    

Depreciation

     138.4       140.9  

Deferred income taxes

     37.6       48.1  

Investment tax credits, net

     (1.3 )     (1.3 )

Allowance for funds used during construction

     (2.8 )     (0.6 )

Non-cash stock compensation

     7.4       7.0  

Gain on sale of business/assets

     (44.5 )     (26.7 )

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

     (13.9 )     (3.6 )

Minority interest

     (43.8 )     (40.9 )

Derivatives

     (12.3 )     (9.5 )

Deferred recovery clause

     26.7       67.6  

Receivables, less allowance for uncollectibles

     7.1       (13.4 )

Inventories

     (66.7 )     (10.3 )

Prepayments and other deposits

     (2.4 )     10.5  

Taxes accrued

     45.7       23.1  

Interest accrued

     0.8       4.7  

Accounts payable

     (21.4 )     (50.3 )

Other

     32.6       15.0  
                

Cash flows from operating activities

     233.7       278.0  
                

Cash flows from investing activities

    

Capital expenditures

     (272.1 )     (179.2 )

Allowance for funds used during construction

     2.8       0.6  

Net proceeds from sale of business/assets

     45.5       28.0  

Restricted cash

     (0.1 )     0.3  

Distributions from unconsolidated affiliates

     14.0       —    

Other investments

     (46.1 )     1.1  
                

Cash flows used in investing activities

     (256.0 )     (149.2 )
                

Cash flows from financing activities

    

Dividends

     (80.8 )     (79.3 )

Proceeds from the sale of common stock

     8.4       3.8  

Proceeds from long-term debt

     321.0       327.6  

Repayment of long-term debt

     (447.8 )     (87.2 )

Minority interest

     47.8       43.0  

Net decrease in short-term debt

     (48.0 )     (215.0 )
                

Cash flows used in financing activities

     (199.4 )     (7.1 )
                

Net (decrease) increase in cash and cash equivalents

     (221.7 )     121.7  

Cash and cash equivalents at beginning of period

     441.6       345.7  
                

Cash and cash equivalents at end of period

   $ 219.9     $ 467.4  
                

The accompanying notes are an integral part of the consolidated condensed financial statements.

 

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TECO ENERGY, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

UNAUDITED

1. Summary of Significant Accounting Policies

The significant accounting policies for both utility and diversified operations include:

Principles of Consolidation and Basis of Presentation

The consolidated condensed financial statements include the accounts of TECO Energy, Inc., its majority-owned and controlled subsidiaries, and the accounts of variable interest entities for which it is the primary beneficiary (TECO Energy or the company). All significant intercompany balances and intercompany transactions have been eliminated in consolidation. Generally, the equity method of accounting is used to account for investments in partnerships or other arrangements in which TECO Energy is not the primary beneficiary. In the opinion of management, the unaudited consolidated condensed financial statements include all adjustments that are of a recurring nature and necessary to state fairly the financial position of TECO Energy, Inc. and subsidiaries as of Jun. 30, 2007 and Dec. 31, 2006, and the results of their operations and cash flows for the periods ended Jun. 30, 2007 and 2006. The results of operations for the three month and six month periods ended Jun. 30, 2007 are not necessarily indicative of the results that can be expected for the entire fiscal year ending Dec. 31, 2007.

The use of estimates is inherent in the preparation of financial statements in accordance with generally accepted accounting principles (GAAP). Actual results could differ from these estimates. The year end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP in the United States of America.

Revenues

As of Jun. 30, 2007 and Dec. 31, 2006, unbilled revenues of $53.0 million and $47.8 million, respectively, are included in the “Receivables” line item on the Consolidated Condensed Balance Sheets.

Short-term Investments

Short-term investments are high-quality investments purchased with an original maturity greater than three months and are stated at the lower of aggregate cost or market.

Cash Flows Related to Derivatives and Hedging Activities

The company classifies cash inflows and outflows related to derivative and hedging instruments in the appropriate cash flow sections associated with the item being hedged. In the case of heating oil swaps that are used to mitigate the fluctuations in the price of diesel fuel, the cash inflows and outflows are included in the operations section. Crude oil options that protect the cash flows related to the sales of investor interests in the synthetic fuel production facilities are included in the financing section.

Other Income and Minority Interest

TECO Energy earns a significant portion of its income indirectly through the synthetic fuel operations at TECO Coal. At Jun. 30, 2007 and 2006, TECO Coal had sold ownership interests in the synthetic fuel facilities to unrelated third-party investors equal to 98%. These investors pay for the purchase of the ownership interests as synthetic fuel is produced. The payments are based on the amount of production and sales of synthetic fuel and the related underlying value of the tax credit, which is subject to potential limitation based on the price of domestic crude oil. These payments are recorded in “Other income” in the Consolidated Condensed Income Statement. Additionally, the outside investors make payments towards the cost of producing synthetic fuel. These payments are reflected as a benefit under “Minority interest” in the Consolidated Condensed Income Statement, and these benefits comprise the majority of that line item.

For the three month and six month periods ended Jun. 30, 2007, “Other income” reflected an estimated phase-out of approximately 19%, or $12.1 million and $18.7 million, respectively, reducing the benefit of the underlying value of the tax credit based on an internal estimate of the average annual price of domestic crude oil during 2007. For the three month and six month periods ended Jun. 30, 2006, the estimated phase-out of approximately 63% was $43.8 million and $63.8 million, respectively. Should the Dec. 31, 2007 estimate of the average annual price of domestic crude oil be different than this estimate, the cash payments and the benefits recognized in “Other income” and “Minority interest” will be adjusted, either positively or negatively, as part of our future quarterly and year end financial results for 2007.

 

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Purchased Power

Tampa Electric purchases power on a regular basis to meet the needs of its customers. Tampa Electric purchased power from entities not affiliated with TECO Energy at a cost of $69.5 million and $123.1 million for the three months and six months ended Jun. 30, 2007, respectively, compared to $55.8 million and $90.3 million for the three months and six months ended Jun. 30, 2006, respectively. Prudently incurred purchased power costs at Tampa Electric have historically been recoverable through Florida Public Service Commission (FPSC)-approved cost recovery clauses.

Accounting for Franchise Fees and Gross Receipts

The regulated utilities (Tampa Electric and Peoples Gas System (PGS)) are allowed to recover from customers certain costs incurred through rates approved by the FPSC. The amounts included in customers’ bills for franchise fees and gross receipt taxes are included as revenues on the Consolidated Condensed Statements of Income. These amounts totaled $27.0 million and $54.0 million, respectively, for the three months and six months ended Jun. 30, 2007, compared to $25.4 million and $50.8 million, respectively, for the three months and six months ended Jun. 30, 2006. Franchise fees and gross receipt taxes payable by the regulated utilities are included as an expense on the Consolidated Condensed Statements of Income in “Taxes, other than income”. These totaled $27.0 million and $53.9 million, respectively, for the three months and six months ended Jun. 30, 2007, compared to $25.3 million and $50.7 million, respectively, for the three months and six months ended Jun. 30, 2006.

2. New Accounting Pronouncements

Offsetting Amounts Related to Certain Contracts

In April of 2007, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) FIN 39-1. This FSP amends FASB Interpretation No. 39, Offsetting of Amounts Related to Certain Contracts by allowing an entity to offset fair value amounts recognized for the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable) against fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting arrangement. The guidance in this FSP is effective for fiscal years ending after Nov. 15, 2007. The company is currently assessing the impact of the FSP but does not believe it will be material to its results of operations, statement of position or cash flows.

Fair Value Measurements

In September 2006, the FASB issued Statement of Financial Accounting Standard (SFAS) No. 157, Fair Value Measurements (FAS 157). FAS 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements. FAS 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and states that a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. FAS 157 applies under other accounting pronouncements that require or permit fair value measurements. The effective date is for fiscal years beginning after Nov. 15, 2007. The company is currently assessing the implementation of FAS 157, but does not believe it will be material to its results of operations, statement of position or cash flows.

Fair Value Option For Financial Assets and Financial Liabilities

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115 (FAS 159). FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective of FAS 159 is to provide opportunities to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply hedge accounting provisions. FAS 159 is effective for fiscal years beginning after Nov. 15, 2007. The company is currently evaluating the impact of FAS 159 but does not believe that its adoption will have a material impact to its results of operations, statement of position or cash flows.

3. Regulatory

Cost Recovery – Tampa Electric and PGS

Tampa Electric and PGS recover the cost of fuel, purchased power, eligible environmental expenditures, and conservation through cost recovery clauses that are adjusted on an annual basis. As part of the regulatory process, it is reasonably likely that third parties may intervene in various matters related to fuel, purchased power, environmental and conservation cost recovery.

SO2 Emission Allowances

The Clean Air Act Amendments of 1990 (Clean Air Act) established SO2 allowances to manage the achievement of SO2 emissions requirements. The legislation also established a market-based SO2 allowance trading component.

 

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An allowance authorizes a utility to emit one ton of SO2 during a given year. The Environmental Protection Agency (EPA) allocates allowances to utilities based on mandated emissions reductions. At the end of each year, a utility must hold an amount of allowances at least equal to its annual emissions. Allowances are fully marketable and, once allocated, may be bought, sold, traded or banked for use in current or future years. In addition, the EPA withholds a small percentage of the annual SO2 allowances it allocates to utilities for auction sales. Any resulting auction proceeds are then forwarded to the respective utilities. Allowances may not be used for compliance prior to the calendar year for which they are allocated. Tampa Electric accounts for these using an inventory model with a zero basis for those allowances allocated to the company. Tampa Electric recognizes a gain at the time of sale, approximately 95% of which accrues to retail customers through the environmental cost recovery clause.

Over the years, Tampa Electric has acquired allowances through EPA allocations. Also, over time, Tampa Electric has sold unneeded allowances based on compliance and allowances available. The SO2 allowances unneeded and sold resulted from lower emissions at Tampa Electric brought about by environmental actions taken by the company under the Clean Air Act.

During the three months ended Jun. 30, 2007, approximately 35,000 allowances were sold resulting in proceeds of $17.5 million. There were no SO2 allowances sold in the first quarter of 2007. During the first quarter of 2006, Tampa Electric sold approximately 40,000 allowances, resulting in proceeds of $40.8 million. During the second quarter of 2006, allocated auction proceeds amounted to $1.4 million.

Regulatory Assets and Liabilities

Tampa Electric and PGS maintain their accounts in accordance with recognized policies of the FPSC. In addition, Tampa Electric maintains its accounts in accordance with recognized policies prescribed or permitted by the Federal Energy Regulatory Commission (FERC).

Tampa Electric and PGS apply the accounting treatment permitted by SFAS No. 71, Accounting for the Effects of Certain Types of Regulation. Areas of applicability include: deferral of revenues under approved regulatory agreements; revenue recognition resulting from cost recovery clauses that provide for monthly billing charges to reflect increases or decreases in fuel, purchased power, conservation and environmental costs; and the deferral of costs as regulatory assets to the period that the regulatory agency recognizes them when cost recovery is ordered over a period longer than a fiscal year. Details of the regulatory assets and liabilities as of Jun. 30, 2007 and Dec. 31, 2006 are presented in the following table:

 

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Regulatory Assets and Liabilities

     

(millions)

   Jun. 30,
2007
   Dec. 31,
2006

Regulatory assets:

     

Regulatory tax asset (1)

   $ 64.1    $ 49.5
             

Other:

     

Cost recovery clauses

     150.5      239.2

Post-retirement benefit asset

     144.0      148.9

Deferred bond refinancing costs (2)

     26.9      26.7

Environmental remediation

     12.4      12.3

Competitive rate adjustment

     5.1      5.5

Other

     4.8      4.9
             

Total other regulatory assets

     343.7      437.5
             

Total regulatory assets

     407.8      487.0

Less current portion

     170.4      255.7
             

Long-term regulatory assets

   $ 237.4    $ 231.3

Regulatory liabilities:

     

Regulatory tax liability (1)

   $ 19.5    $ 20.6
             

Other:

     

Deferred allowance auction credits

     0.6      0.8

Cost recovery clauses

     17.2      28.9

Environmental remediation

     12.3      12.3

Transmission and delivery storm reserve

     18.3      16.3

Deferred gain on property sales (3)

     5.8      6.8

Accumulated reserve-cost of removal

     538.3      516.1

Other

     0.2      0.2
             

Total other regulatory liabilities

     592.7      581.4
             

Total regulatory liabilities

     612.2      602.0

Less current portion

     33.8      46.7
             

Long-term regulatory liabilities

   $ 578.4    $ 555.3

(1) Related to plant life and derivative positions.
(2) Amortized over the term of the related debt instrument.
(3) Amortized over a 5-year period with various ending dates.

All regulatory assets are being recovered through the regulatory process. The following table further details our regulatory assets and the related recovery periods:

 

Regulatory assets

     

(millions)

   Jun. 30,
2007
   Dec. 31,
2006

Clause recoverable (1)

   $ 155.6    $ 244.7

Earning a rate of return (2)

     148.0      152.6

Regulatory tax assets (3)

     64.1      49.5

Capital structure and other (3)

     40.1      40.2
             

Total

   $ 407.8    $ 487.0
             

(1) To be recovered through cost recovery clauses approved by the FPSC on a dollar for dollar basis in the next year.
(2) Primarily reflects allowed working capital, which is included in rate base and earns an 8.2% rate of return as permitted by the FPSC.
(3) “Regulatory tax assets” and “Capital structure and other” regulatory assets have a recoverable period longer than a fiscal year and are recognized over the period authorized by the regulatory agency. Also included are unamortized loan costs which are amortized over the life of the related debt instruments. See footnotes 1 and 2 in the prior table for additional information.

 

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4. Income Taxes

In June 2006, the FASB issued FASB Interpretation Number 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109, Accounting for Income Taxes (FIN 48). FIN 48 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN 48, the company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. FIN 48 provides that tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN 48 also provides guidance on derecognition, classification, interest and penalties on income taxes, on accounting in interim periods and requires increased disclosures.

The company adopted the provisions of FIN 48 and related FSP FIN 48-1 effective Jan. 1, 2007. As a result of the implementation of FIN 48, the company recognized a $0.1 million decrease in the deferred liability for uncertain tax benefits with a corresponding increase to the Jan. 1, 2007 balance of retained earnings.

As of Jan. 1, 2007, after the implementation of FIN 48, there were no unrecognized tax liabilities in the company’s Continuing Operations and approximately $14.3 million of unrecognized tax benefits in Discontinued Operations. During the second quarter of 2007, the company recognized the $14.3 million benefit as a result of reaching favorable conclusions with taxing authorities upon the completion of their review of the company’s 2005 tax return. No additional adjustments were made during the six months ended Jun. 30, 2007.

The company’s U.S. subsidiaries join in the filing of a U.S. federal consolidated income tax return. The Internal Revenue Service (IRS) concluded its examination of the company’s consolidated federal income tax returns for the years 2003 and 2004 and issued a final Revenue Agents Report on Jun. 30, 2006. The 2005 final Revenue Agents Report was issued on May 1, 2007 with immaterial adjustments. The U.S. federal statute of limitations remains open for the year 2006 and onward. Years 2006 and 2007 are currently under examination by the IRS under the Compliance Assurance Program, a pilot program in which the company is a participant. The company does not expect the settlement of current IRS examinations to significantly change the total amount of unrecognized tax benefits by the end of 2007. Foreign and U.S. state jurisdictions have statutes of limitations generally ranging from 3 to 5 years from the filing of an income tax return. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. Years still open to examination by tax authorities in major state and foreign jurisdictions include 2002 and onward.

The company recognizes interest and penalties associated with uncertain tax positions in operating expenses in the Consolidated Condensed Statements of Income. As of Jan. 1, 2007, TECO Energy had not recorded any amounts for interest and penalties.

During the six month periods ended Jun. 30, 2007 and 2006, the company experienced a number of events that have impacted the overall effective tax rate on continuing operations. These events included permanent reinvestment of foreign income, APB No. 23, Accounting for Taxes – Special Areas, depletion, repatriation of foreign source income to the United States and reduction of income tax expense under the “tonnage tax” regime.

5. Employee Postretirement Benefits

Included in the table below is the periodic pension expense for pension and other postretirement benefits offered by the company. In 2007, as discussed in Note 12, Assets Held for Sale, TECO Energy initiated activities to sell TECO Transport and TECO Transport was classified as held for sale as of Mar. 31, 2007. As a result of this classification, the obligations of the Supplemental Executive Retirement Plan (SERP) and other post-retirement benefit plans were remeasured as of Mar. 31, 2007 to reflect the impact on the benefit plans due to the termination of TECO Transport employees’ participation in these plans. Curtailment costs of $0.3 million and $6.5 million were recognized in the quarter ended Jun. 30, 2007 for the SERP and the other post-retirement benefit plans, respectively, and included in “Transaction related costs” in the Consolidated Condensed Statements of Income. Other than the remeasurement of plan obligations, no significant changes have been made to these benefit plans since Dec. 31, 2003.

 

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Pension Expense

         
(millions)    Pension Benefits    

Other

Postretirement
Benefits

Three months ended Jun. 30,

   2007     2006     2007    2006

Components of net periodic benefit expense

         

Service cost

   $ 4.0     $ 4.0     $ 1.3    $ 1.5

Interest cost on projected benefit obligations

     8.2       7.7       3.0      2.8

Expected return on assets

     (9.1 )     (9.0 )     —        —  

Amortization of:

         

Transition obligation

     —         —         0.7      0.7

Prior service (benefit) cost

     (0.1 )     (0.2 )     0.7      0.7

Actuarial loss

     2.3       2.2       —        0.2
                             

Pension expense

     5.3       4.7       5.7      5.9

Curtailment cost

     0.3       —         6.5      —  
                             

Net pension expense recognized in the

         

TECO Energy Consolidated Condensed Statements of Income

   $ 5.6     $ 4.7     $ 12.2    $ 5.9
                             

Six months ended Jun. 30,

                     

Components of net periodic benefit expense

         

Service cost

   $ 8.0     $ 7.9     $ 2.6    $ 3.0

Interest cost on projected benefit obligations

     16.4       15.4       6.0      5.6

Expected return on assets

     (18.2 )     (17.9 )     —        —  

Amortization of:

         

Transition obligation

     —         —         1.4      1.4

Prior service (benefit) cost

     (0.2 )     (0.3 )     1.4      1.5

Actuarial loss

     4.6       4.4       —        0.3
                             

Pension expense

     10.6       9.5       11.4      11.8

Curtailment cost

     0.3       —         6.5      —  
                             

Net pension expense recognized in the

         

TECO Energy Consolidated Condensed Statements of Income

   $ 10.9     $ 9.5     $ 17.9    $ 11.8
                             

For the fiscal 2007 plan year, TECO Energy assumed an expected long-term return on plan assets of 8.25% and a discount rate of 5.85% at its Sep. 30, 2006 measurement date. For the previously described remeasurements as of Mar. 31, 2007 related to the expected TECO Transport transaction, TECO Energy assumed a discount rate of 6.0%; all other assumptions remained consistent with the Sep. 30, 2006 measurement. As a result of the Mar. 31, 2007 remeasurement, benefit obligations increased $2.1 million.

Effective Dec. 31, 2006, in accordance with FAS 158, Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans, TECO Energy adjusted its postretirement benefit obligations and recorded other comprehensive income (loss) to reflect the unamortized transition obligation, prior service cost, and actuarial gains and losses of its postretirement benefit plans. The adjustment to other comprehensive income was net of amounts that, for regulatory purposes prescribed by FAS 71, were recorded as regulatory assets for Tampa Electric Company. For the six months ended Jun. 30, 2007, TECO Energy and its subsidiaries reclassed $2.1 million of unamortized transition obligation, prior service cost and actuarial gains and losses from accumulated other comprehensive income to net income as part of periodic benefit expense. In addition, during the six months ended Jun. 30, 2007, Tampa Electric Company reclassed $5.0 million of unamortized transition obligation, prior service cost and actuarial gains and losses from regulatory assets to net income as part of periodic benefit expenses.

 

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6. Short-Term Debt

At Jun. 30, 2007 and Dec. 31, 2006, the following credit facilities and related borrowings existed:

Credit Facilities

 

      Jun. 30, 2007    Dec. 31, 2006

(millions)

   Credit
Facilities
   Borrowings
Outstanding (1)
   Letters of
Credit
Outstanding
   Credit
Facilities
   Borrowings
Outstanding (1)
   Letters of
Credit
Outstanding

Tampa Electric Company:

                 

5-year facility

   $ 325.0    $ —      $ —      $ 325.0    $ 13.0    $ —  

1-year accounts receivable facility

     150.0      —        —        150.0      35.0      —  

TECO Energy:

                 

5-year facility

     200.0      —        9.5      200.0      —        9.5
                                         

Total

   $ 675.0    $ —      $ 9.5    $ 675.0    $ 48.0    $ 9.5
                                         

(1) Borrowings outstanding are reported as notes payable.

These credit facilities require commitment fees ranging from 9.0 to 17.5 basis points. The weighted-average interest rate on outstanding amounts payable under the credit facilities at Dec. 31, 2006 was 5.45%.

TECO Energy, Inc. $200 million bank credit facility amendment

On May 9, 2007, TECO Energy amended its $200 million bank credit facility, entering into a Second Amended and Restated Credit Agreement. The amendment (i) extended the maturity date of the credit facility from Oct. 11, 2010 to May 9, 2012 (subject to further extension with the consent of each lender); (ii) removed the stock of TECO Transport Corporation as security for the facility; (iii) made TECO Energy the Guarantor and its wholly-owned subsidiary, TECO Finance, Inc., the Borrower; (iv) allowed TECO Finance, Inc. to borrow funds at an interest rate equal to the federal funds rate, as defined in the agreement, plus a margin, as well as a rate equal to either the London interbank deposit rate plus a margin or JPMorgan Chase Bank’s prime rate (or the federal funds rate plus 50 basis points, if higher) plus a margin; (v) allowed TECO Finance, Inc. to request the lenders to increase their commitments under the credit facility by up to $50 million in the aggregate; (vi) included a $200 million letter of credit facility (compared to $100 million under the previous agreement); (vii) reduced the commitment fees and borrowing margins; and (viii) made other technical changes.

Tampa Electric Company $325 million bank credit facility amendment

On May 9, 2007, Tampa Electric amended its $325 million bank credit facility, entering into a Second Amended and Restated Credit Agreement. The amendment (i) extended the maturity date of the credit facility from Oct. 11, 2010 to May 9, 2012 (subject to further extension with the consent of each lender); (ii) continued to allow Tampa Electric to borrow funds at an interest rate equal to the federal funds rate, as defined in the agreement, plus a margin, as well as a rate equal to either the London interbank deposit rate plus a margin or Citibank’s prime rate (or the federal funds rate plus 50 basis points, if higher) plus a margin; (iii) allowed Tampa Electric to request the lenders to increase their commitments under the credit facility by up to $175 million in the aggregate (compared to $50 million under the previous agreement); (iv) continued to include a $50 million letter of credit facility; (v) reduced the commitment fees and borrowing margins; and (vi) made other technical changes.

7. Long-Term Debt

Issuance of Polk County Industrial Development Authority Solid Waste Disposal Facility Revenue Refunding Bonds (Tampa Electric Company Project), Series 2007

On May 14, 2007, the Polk County Industrial Development Authority (PCIDA) issued $75 million of PCIDA Solid Waste Disposal Facility Revenue Refunding Bonds (Tampa Electric Company Project), Series 2007 (the Polk Series 2007 Bonds) for the benefit of Tampa Electric Company. Tampa Electric Company is responsible for payment of the interest and principal associated with the Polk Series 2007 Bonds. The proceeds of this issuance, together with available cash, were used to call and retire on Jun. 29, 2007 $75 million of the existing PCIDA Solid Waste Disposal Facility Revenue Bonds (Tampa Electric Company Project), Series 1993 (the Polk Series 1993 Bonds), which had a maturity date of Dec. 1, 2030. Costs of the issuance were paid from available funds of Tampa Electric Company. Tampa Electric Company entered into a Loan and Trust Agreement with the PCIDA, as issuer, and The Bank of New York Trust Company, N.A., as trustee, in connection with the issuance of the Polk Series 2007 Bonds.

The Polk Series 2007 Bonds mature on Dec. 1, 2030 and bear interest at an auction rate after the initial period for which the rate was initially set at 3.80%. The rate will be reset pursuant to an auction procedure at the end of every auction period, which was initially set at 35 days. In connection with the issuance of the Bonds, Tampa Electric Company also entered into an insurance

 

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agreement with Financial Guaranty Insurance Company (Insurance Agreement) pursuant to which Financial Guaranty Insurance Company issued a financial guaranty insurance policy (Policy). The Policy provides insurance for Tampa Electric Company’s obligation for payment on the Bonds and allowed the Bonds to be issued at a lower interest rate than without such insurance in place. The terms of the Insurance Agreement will, among other things, limit the Tampa Electric Company’s ability to incur certain liens without ratably securing the Bonds, subject to a number of exceptions.

At the end of any auction period Tampa Electric Company may redeem all or any part of the Polk Series 2007 Bonds at its option at a redemption price equal to the sum of the accrued and unpaid interest to the redemption date on the principal amount of the Polk Series 2007 Bonds to be redeemed, plus 100% of the principal amount of the Polk Series 2007 Bonds to be redeemed. The Polk Series 2007 Bonds are also subject to special mandatory redemption in the event that interest payable on any Polk Series 2007 Bonds has become subject to federal income tax in accordance with the Loan and Trust Agreement.

Redemption of Polk County Industrial Development Authority Solid Waste Disposal Facility Revenue Bonds (Tampa Electric Company Project, Series 1993)

On Jun. 29, 2007, pursuant to the terms of the indenture governing $75 million of Polk County Industrial Development Authority Solid Waste Disposal Facility Revenue Bonds (Tampa Electric Company Project), Series 1993 and at Tampa Electric’s and the PCIDA’s direction, the trustee redeemed the Polk Series 1993 Bonds. The redemption price was equal to 102% of par plus accumulated but unpaid interest to Jun. 29, 2007.

Issuance of Tampa Electric Company 6.15% Notes due 2037

On May 15, 2007, Tampa Electric Company issued $250 million aggregate principal amount of 6.15% Notes due May 15, 2037. The 6.15% Notes were sold at 99.433% of par to yield 6.192%. The offering resulted in net proceeds to the Company (after deducting underwriting discounts and commissions and estimated offering expenses) of approximately $246.1 million. Net proceeds will be used to repay short-term debt, repay maturing long-term debt and for general corporate purposes. Tampa Electric Company may redeem all or any part of the 6.15% Notes at its option at any time and from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of 6.15% Notes to be redeemed or (ii) the present value of the remaining payments of principal and interest on the 6.15% Notes to be redeemed, discounted at an applicable treasury rate (as defined in the applicable indenture), plus 25 basis points; in either case, the redemption price would include accrued and unpaid interest to the redemption date.

Redemption of $300 million TECO Energy 6.125% notes due May 1, 2007

On May 1, 2007, pursuant to the terms of the indenture, $300 million principal amount of 6.125% Notes due May 1, 2007 were redeemed. The redemption price was equal to 100% of par plus accumulated but unpaid interest to May 1, 2007.

Current portions of long-term debt

Long-term debt classified as current liabilities at Jun. 30, 2007 includes Tampa Electric Company’s $150 million of 5.375% notes due in August 2007. TECO Bulk Terminal’s 5% dock and wharf bonds due September 2007 are presented as “Liabilities associated with assets held for sale” within current liabilities at Jun. 30, 2007.

TECO Capital Trust II

On Jan. 16, 2007, all $71.4 million outstanding subordinated notes were retired at maturity pursuant to their original terms. This caused the retirement of $57.5 million trust preferred securities of TECO Capital Trust II, pursuant to their original terms. (See Note 22, Subsequent Events, in the Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2006)

 

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8. Other Comprehensive Income

TECO Energy reported the following other comprehensive income for the three months and six months ended Jun. 30, 2007 and 2006, related to changes in the fair value of cash flow hedges and amortization of unrecognized benefit costs associated with the company’s pension plans:

Other Comprehensive Income

 

      Three months ended Jun. 30,     Six months ended Jun. 30,  

(millions)

   Gross     Tax     Net     Gross     Tax     Net  

2007

            

Unrealized gain on cash flow hedges

   $ 1.8     $ 0.7     $ 1.1     $ 4.5     $ 1.7     $ 2.8  

Less: Gain reclassified to net income

     (0.8 )     (0.3 )     (0.5 )     (0.5 )     (0.2 )     (0.3 )
                                                

Gain on cash flow hedges

     1.0       0.4       0.6       4.0       1.5       2.5  

Amortization of unrecognized benefit costs

     1.1       0.4       0.7       2.2       1.1       1.1  

Recognized benefit costs due to curtailment

     6.7       2.6       4.1       6.7       2.6       4.1  

Unrecognized benefits due to remeasurement

     (2.1 )     (0.8 )     (1.3 )     (2.1 )     (0.8 )     (1.3 )
                                                

Total other comprehensive income

   $ 6.7     $ 2.6     $ 4.1     $ 10.8     $ 4.4     $ 6.4  
                                                

2006

            

Unrealized gain on cash flow hedges

   $ 1.4     $ 0.5     $ 0.9     $ 2.0     $ 0.7     $ 1.3  

Less: Gain reclassified to net income

     (0.3 )     (0.1 )   $ (0.2 )     (0.3 )     (0.1 )     (0.2 )
                                                

Gain on cash flow hedges

     1.1       0.4       0.7       1.7       0.6       1.1  
                                                

Total other comprehensive income

   $ 1.1     $ 0.4     $ 0.7     $ 1.7     $ 0.6     $ 1.1  
                                                

 

Accumulated Other Comprehensive Income (Loss)

    

(millions)

   Jun. 30, 2007     Dec. 31, 2006  

Unrecognized pension losses and prior service costs(1)

   $ (21.0 )   $ (22.0 )

Unrecognized other benefit losses, prior service costs and transition obligations(2)

     (5.7 )     (8.6 )

Net unrealized gains from cash flow hedges (3)

     2.6       0.1  
                

Total accumulated other comprehensive loss

   $ (24.1 )   $ (30.5 )
                

(1) Net of tax benefit of $13.1 million and $13.9 million as of Jun. 30, 2007 and Dec. 31, 2006, respectively.
(2) Net of tax benefit of $3.4 million and $5.5 million as of Jun. 30, 2007 and Dec. 31, 2006, respectively.
(3) Net of tax expense of $1.6 million and $0.2 million as of Jun. 30, 2007 and Dec. 31, 2006, respectively.

 

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9. Earnings Per Share

For the three months and six months ended Jun. 30, 2007, stock options of 4.8 million and 5.8 million shares, respectively, were excluded from the computation of diluted earnings per share due to their antidilutive effect. Stock options of 7.1 million for both the three months and six months ended Jun. 30, 2006 were excluded from the computation.

 

      Three months
ended Jun. 30,
   

Six months

ended Jun. 30,

 

(millions, except per share amounts)

   2007     2006     2007     2006  

Numerator

        

Net income from continuing operations, basic and diluted

   $ 59.4     $ 61.1     $ 132.2     $ 116.3  
                                

Discontinued operations, net of tax

     14.3       1.4       14.3       1.4  
                                

Net income, diluted

   $ 73.7     $ 62.5     $ 146.5     $ 117.7  
                                

Denominator

        

Average number of shares outstanding – basic

     208.9       207.7       208.8       207.6  

Plus: Incremental shares for assumed conversions:

        

Stock options and contingent performance shares

     5.1       3.9       3.8       3.8  

Less: Treasury shares which could be purchased

     (4.0 )     (3.0 )     (2.9 )     (2.8 )
                                

Average number of shares outstanding – diluted

     210.0       208.6       209.7       208.6  
                                

Earnings per share from continuing operations

        

Basic

   $ 0.28     $ 0.29     $ 0.63     $ 0.56  

Diluted

   $ 0.28     $ 0.29     $ 0.63     $ 0.55  

Earnings per share from discontinued operations, net

        

Basic

   $ 0.07     $ 0.01     $ 0.07     $ 0.01  

Diluted

   $ 0.07     $ 0.01     $ 0.07     $ 0.01  

Earnings per share

        

Basic

   $ 0.35     $ 0.30     $ 0.70     $ 0.57  

Diluted

   $ 0.35     $ 0.30     $ 0.70     $ 0.56  
                                

 

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10. Commitments and Contingencies

Legal Contingencies

Grupo Arbitration

Following the Bogota Chamber of Commerce’s Arbitration Tribunal’s finding in favor of a wholly owned subsidiary of the company, TPS International Power, Inc. (TPSI), on Aug. 11, 2006 in a case involving a 1996 transaction related to the potential purchase of a power plant that was never consummated, the Colombian trade union filed a petition for annulment in the ordinary courts on Aug. 31, 2006. The union was ordered to file its detailed petition citing the record to substantiate its annulment claim on Oct. 12 but it failed to do so. The court-appointed Bogota Tribunal issued a confirmation that the matter was closed. In early December 2006, the union filed two separate procedural petitions asking the Bogota Tribunal to set aside its determination claiming that the union’s petition was barred due to the missed deadline on the basis that the Tribunal’s “Notification of the Oct. 12 date” was technically deficient. On Mar. 20, 2007, the Court found against the union on procedural grounds on its petition to revoke the Court’s action vacating the petition for annulment. On Mar. 27, 2007, the union filed a petition to review the March 20 ruling and TPSI has opposed that petition. However, the Court has not ruled on the petition for special review as to whether the “notices” were deficient. This review requires the participation of the other two members of the Court and not just the Presiding Judge. This requires detailed examination of the notices which were requested by the Court from its clerk on Mar. 20, 2007. If this issue is decided in favor of the union, the union will be entitled to reinstitute its annulment proceeding.

Settlement of the Securities Class Action and Derivative Suits

This matter was reported under Subsequent Events in the TECO Energy Consolidated Condensed Financial Statements included in the Annual Report on Form 10-K for the year ended Dec. 31, 2006, and is incorporated herein by reference. See Note 14, Subsequent Events, for an update of this matter.

Other Issues

From time to time, TECO Energy and its subsidiaries are involved in various legal, tax and regulatory proceedings before various courts, regulatory commissions and governmental agencies in the ordinary course of its business. Where appropriate, accruals are made in accordance with SFAS No. 5, Accounting for Contingencies, to provide for matters that are probable of resulting in an estimable, material loss. While the outcome of such proceedings is uncertain, management does not believe that their ultimate resolution will have a material adverse effect on the company’s results of operations or financial condition.

Superfund and Former Manufactured Gas Plant Sites

Tampa Electric Company, through its Tampa Electric and Peoples Gas divisions, is a potentially responsible party (PRP) for certain superfund sites and, through its Peoples Gas division, for certain former manufactured gas plant sites. While the joint and several liability associated with these sites presents the potential for significant response costs, as of Jun. 30, 2007, Tampa Electric Company has estimated its ultimate financial liability to be approximately $12.3 million, and this amount has been accrued in the company’s financial statements. The environmental remediation costs associated with these sites, which are expected to be paid over many years, are not expected to have a significant impact on customer prices.

The estimated amounts represent only the estimated portion of the cleanup costs attributable to Tampa Electric Company. The estimates to perform the work are based on actual estimates obtained from contractors, or Tampa Electric Company’s experience with similar work adjusted for site specific conditions and agreements with the respective governmental agencies. The estimates are made in current dollars, are not discounted and do not assume any insurance recoveries.

Allocation of the responsibility for remediation costs among Tampa Electric Company and other PRPs is based on each party’s relative ownership interest in or usage of a site. Accordingly, Tampa Electric Company’s share of remediation costs varies with each site. In virtually all instances where other PRPs are involved, those PRPs are considered creditworthy.

Factors that could impact these estimates include the ability of other PRPs to pay their prorata portion of the cleanup costs, additional testing and investigation which could expand the scope of the cleanup activities, additional liability that might arise from the cleanup activities themselves and changes in laws or regulations that could require additional remediation. These costs are recoverable through customer rates established in subsequent base rate proceedings.

Guarantees and Letters of Credit

A summary of the face amount or maximum theoretical obligation under TECO Energy’s letters of credit and guarantees as of Jun. 30, 2007 is as follows:

 

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Letters of Credit and Guarantees

 

(millions)

Letters of Credit and Guarantees for the Benefit of:

   2007    2008-2011    After
2011
   Total    Liabilities Recognized
at Jun. 30, 2007

Tampa Electric

              

Letters of credit

   $ —      $ —      $ 0.3    $ 0.3    $ —  

Guarantees:

              

Fuel purchase/energy management (1)(2)

     —        —        20.0      20.0      4.0
                                  
     —        —        20.3      20.3      4.0
                                  

TECO Transport

              

Letters of credit

     —        —        2.5      2.5      —  
                                  

TECO Coal

              

Letters of credit

     —        —        6.7      6.7      —  

Guarantees: Fuel purchase related (2)

     —        —        1.4      1.4      1.5
                                  
     —        —        8.1      8.1      1.5
                                  

Other subsidiaries

              

Guarantees:

              

Fuel purchase/energy management (1)(2)

     43.7      —        3.9      47.6      —  
                                  

Total

   $ 43.7    $ —      $ 34.8    $ 78.5    $ 5.5
                                  

(1) These guarantees renew annually and are shown on the basis that they will continue to renew beyond 2011.
(2) The amounts shown are the maximum theoretical amounts guaranteed under current agreements. Liabilities recognized represent the associated obligation of TECO Energy under these agreements at Jun. 30, 2007. The obligations under these letters of credit and guarantees include net accounts payable and net derivative liabilities.

Financial Covenants

In order to utilize their respective bank credit facilities, TECO Energy and Tampa Electric Company must meet certain financial tests as defined in the applicable agreements. In addition, TECO Energy, Tampa Electric Company and other operating companies have certain restrictive covenants in specific agreements and debt instruments. At Jun. 30, 2007, TECO Energy, Tampa Electric Company and the other operating companies were in compliance with all applicable financial covenants.

11. Segment Information

TECO Energy is an electric and gas utility holding company with significant diversified activities. Segments are determined based on how management evaluates, measures and makes decisions with respect to the operations of the entity. The management of TECO Energy reports segments based on each subsidiary’s contribution of revenues, net income and total assets, as required by SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. All significant intercompany transactions are eliminated in the consolidated condensed financial statements of TECO Energy, but are included in determining reportable segments.

 

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Table of Contents

Segment Information (1)

                  

(millions)

Three months ended Jun. 30,

   Tampa
Electric
   Peoples
Gas
   TECO
Coal
   TECO(3)
Transport
    TECO (2)
Guatemala
   Other &
Eliminations
    TECO
Energy

2007

                  

Revenues - external

   $ 544.3    $ 143.2    $ 127.1    $ 49.6     $ 2.1    $ 0.2     $ 866.5

Sales to affiliates

     0.4      —        —        28.3       —        (28.7 )     —  
                                                  

Total revenues

     544.7      143.2      127.1      77.9       2.1      (28.5 )     866.5

Equity earnings of unconsolidated affiliates

     —        —        —        —         18.7      —         18.7

Depreciation

     47.3      10.0      9.1      —         0.2      0.2       66.8

Total interest charges(1)

     28.5      4.3      3.3      1.2       3.7      24.7       65.7

Internally allocated interest (1)

     —        —        3.1      (0.2 )     3.6      (6.5 )     —  

Provision (benefit) for taxes

     19.4      3.4      7.7      4.7       2.1      (12.0 )     25.3

Net income (loss) from continuing operations

   $ 34.7    $ 5.4    $ 20.8    $ 9.6     $ 12.8    $ (23.9 )   $ 59.4
                                                  

2006

                  

Revenues - external

   $ 532.5    $ 137.4    $ 144.7    $ 46.1     $ 1.7    $ 0.2     $ 862.6

Sales to affiliates

     0.6      —        —        31.1       —        (31.7 )     —  
                                                  

Total revenues

     533.1      137.4      144.7      77.2       1.7      (31.5 )     862.6

Equity earnings of unconsolidated affiliates

     —        —        —        0.1       13.7      —         13.8

Depreciation

     46.7      9.1      9.0      5.5       0.2      0.1       70.6

Total interest charges(1)

     26.9      3.9      2.4      1.4       3.7      31.7       70.0

Internally allocated interest (1)

     —        —        2.4      (0.3 )     3.6      (5.7 )     —  

Provision (benefit) for taxes

     22.0      3.7      3.3      3.8       1.3      (6.8 )     27.3

Net income (loss) from continuing operations

   $ 37.1    $ 5.9    $ 13.4    $ 6.5     $ 8.7    $ (10.5 )   $ 61.1
                                                  

(millions)

Six months ended Jun. 30,

  

Tampa

Electric

  

Peoples

Gas

  

TECO

Coal

  

TECO

Transport

   

TECO (2)

Guatemala

  

Other &

Eliminations

   

TECO

Energy

                  

2007

                  

Revenues - external

   $ 1,015.7    $ 312.4    $ 254.6    $ 100.9     $ 4.0    $ 0.2     $ 1,687.8

Sales to affiliates

     0.9      —        —        52.3       —        (53.2 )     —  
                                                  

Total revenues

     1,016.6      312.4      254.6      153.2       4.0      (53.0 )     1,687.8

Equity earnings of unconsolidated affiliates

     —        —        —        0.1       34.8      —         34.9

Depreciation

     93.7      19.8      18.6      5.6       0.4      0.3       138.4

Total interest charges(1)

     55.3      8.4      6.1      2.6       7.5      52.9       132.8

Internally allocated interest (1)

     —        —        5.7      (0.4 )     7.3      (12.6 )     —  

Provision (benefit) for taxes

     30.4      10.3      27.7      6.2       3.4      (20.9 )     57.1

Net income (loss) from continuing operations

   $ 56.5    $ 16.4    $ 63.2    $ 16.0     $ 23.1    $ (43.0 )   $ 132.2
                                                  

2006

                  

Revenues - external

   $ 988.8    $ 323.7    $ 284.8    $ 97.8     $ 3.8    $ 0.1     $ 1,699.0

Sales to affiliates

     1.2      —        —        54.7       —        (55.9 )     —  
                                                  

Total revenues

     990.0      323.7      284.8      152.5       3.8      (55.8 )     1,699.0

Equity earnings of unconsolidated affiliates

     —        —        —        0.2       28.2      —         28.4

Depreciation

     93.1      18.2      18.2      11.0       0.4      —         140.9

Total interest charges(1)

     53.3      7.8      5.0      2.6       7.4      62.9       139.0

Internally allocated interest (1)

     —        —        4.8      (0.5 )     7.2      (11.5 )     —  

Provision (benefit) for taxes

     34.9      11.6      13.0      4.7       2.4      (16.6 )     50.0

Net income (loss) from continuing operations

   $ 59.5    $ 18.5    $ 38.1    $ 11.6     $ 17.3    $ (28.7 )   $ 116.3
                                                  

 

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Table of Contents
Segment Information (1)

(millions)

   Tampa
Electric
   Peoples
Gas
   TECO
Coal
   TECO(3)
Transport
   TECO (2)
Guatemala
   Other &
Eliminations
    TECO
Energy

At Jun. 30, 2007

                   

Goodwill

   $ —      $ —      $ —      $ —      $ 59.4    $ —       $ 59.4

Investment in unconsolidated affiliates

     —        —        —        3.0      286.3      (3.0 )     286.3

Other non-current investments

     —        —        —        —        —        8.0       8.0

Total assets

   $ 4,988.2    $ 781.7    $ 430.2    $ 333.3    $ 420.4    $ 304.9     $ 7,258.7
                                                 

At Dec. 31, 2006

                   

Goodwill

   $ —      $ —      $ —      $ —      $ 59.4    $ —       $ 59.4

Investment in unconsolidated affiliates

     —        —        —        2.9      276.0      14.0       292.9

Other non-current investments

     —        —        —        —        —        8.0       8.0

Total assets

   $ 4,813.7    $ 765.2    $ 389.4    $ 333.9    $ 424.6    $ 635.0     $ 7,361.8
                                                 

(1) Segment net income is reported on a basis that includes internally allocated financing costs. Total interest charges include internally allocated interest costs that for 2007 and 2006 were at a pretax rate of 7.5% based on an average of each subsidiary’s equity and indebtedness to TECO Energy assuming a 50/50 debt/equity capital structure.
(2) Revenues are exclusive of entities deconsolidated as a result of FIN 46R. Total revenues for unconsolidated affiliates, attributable to TECO Guatemala based on ownership percentages, were $30.3 million and $25.5 million for the three months ended Jun. 30, 2007 and 2006, respectively and $59.6 million and $50.6 million for the six months ended Jun. 30, 2007 and 2006, respectively
(3) As of Jun. 30, 2007, $205.0 million of total assets are reflected on the Consolidated Condensed Balance Sheet as “Assets held for sale.” Depreciation expense on these assets ceased as of Apr. 1, 2007 in accordance with FAS 144. Depreciation expense for the three months ending Jun. 30, 2007 would have been $5.6 million had the assets not been held for sale.

12. Assets Held for Sale

During the first quarter of 2007, management of the company evaluated alternatives to meet or exceed TECO Energy’s debt retirement goals and to make additional investments in Tampa Electric to support the utility’s capital investment plans. Among the alternatives considered was the sale of TECO Transport. After careful consideration, management engaged a financial advisor, contacted interested bidders and initiated other activities in connection with a plan to sell this segment. In accordance with the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (FAS 144), it was determined that as of Mar. 31, 2007 TECO Transport met the requirements to be presented as an asset held for sale. As of the filing date of this quarterly report, bids received in response to an Offering Memorandum distributed to interested bidders have been evaluated and the company is working with certain bidders in an effort to reach an acceptable transaction. Current evaluation of the bids indicates that no impairment of the assets exists. If the company enters into an agreement pursuant to the process currently contemplated by the Offering Memorandum and the successful bidder obtains the necessary financing, management expects that any such sale may be completed by the end of 2007. Below is a listing of the major classes of assets and liabilities held for sale:

 

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Assets held for sale

(millions)

   Jun. 30,
2007

Current assets

   $ 42.4

Net property, plant and equipment

     159.5

Other assets

     3.1
      

Total assets held for sale

   $ 205.0
      

Liabilities associated with assets held for sale

  

(millions)

   Jun. 30,
2007

Current portion of long-term debt

   $ 110.6

Other current liabilities

     37.3

Asset retirement obligations

     2.2

Other deferred credits

     36.2
      

Total liabilities associated with assets held for sale

   $ 186.3
      

Also in accordance with the provisions of FAS 144, as a result of its significant continuing involvement with Tampa Electric Company related to the waterborne transportation of solid fuel, the results of TECO Transport will continue to be reflected in continuing operations. As FAS 144 requires the assets to be measured at the lower of its carrying amount or fair value, depreciation for these assets ceased beginning Apr. 1, 2007. For the three months ended Jun. 30, 2007, depreciation of $5.6 million would have been recorded had the assets of TECO Transport not been held for sale.

For the three months and six months ended Jun. 30, 2007, TECO Energy recognized $13.5 million and $16.3 million, respectively, in transaction-related costs related to the potential sale. The estimate of total transaction-related costs to be incurred should the sale be completed by year-end is approximately $20.0 to $25.0 million, including plan curtailment costs (See Note 5, Employee Postretirement Benefits).

13. Derivatives and Hedging

At Jun. 30, 2007, TECO Energy and its affiliates had total derivative assets and liabilities (current and non-current) of $55.8 million and $25.1 million, respectively, compared to total derivative assets and liabilities (current and non-current) of $7.2 million and $74.0 million, respectively, at Dec. 31, 2006. At Jun. 30, 2007 and Dec. 31, 2006, accumulated other comprehensive income (AOCI) included after-tax gains of $2.6 million and $0.1 million, respectively, representing the fair value of cash flow hedges of transactions that will occur in the future. Amounts recorded in AOCI reflect the estimated fair value of derivative instruments designated as hedges, based on market prices as of the balance sheet date. These amounts are expected to fluctuate with movements in market prices and may or may not be realized as a gain upon future reclassification from AOCI.

For the three months ended Jun. 30, 2007 and 2006, TECO Energy and its affiliates reclassified amounts from AOCI and recognized net pretax gains of $0.9 million and $0.3 million, respectively. For the six months ended Jun. 30, 2007 and 2006, the amounts reclassified and recognized from AOCI were net pretax gains of $0.5 million and $0.3 million, respectively. (see Note 8, Other Comprehensive Income) Amounts reclassified from AOCI were primarily related to cash flow hedges of physical purchases of fuel oil. For these types of hedge relationships, the gain on the derivative reclassified from AOCI to earnings is offset by the increased expense arising from higher prices paid for spot purchases of fuel oil. Conversely, reclassification of a loss from AOCI to earnings is offset by the decreased cost of spot purchases of natural gas and fuel oil. The company expects to reclass pretax gains of $3.7 million from AOCI to the Consolidated Condensed Statements of Income within the next twelve months. However, these gains and other future reclassifications from AOCI will fluctuate with movements in the underlying market price of the derivative instruments. The company does not currently have any cash flow hedges for transactions forecasted to take place in periods subsequent to 2010.

As a result of applying the provisions of FAS 71, the changes in value of derivatives of Tampa Electric and PGS are recorded as regulatory assets or liabilities to reflect the impact of the fuel recovery clause on the risks of hedging activities (see Note 3, Regulatory). Based on the fair value of cash flow hedges at Jun. 30, 2007, net pretax losses of $24.9 million are expected to be reclassified from regulatory assets or liabilities to the Consolidated Condensed Statements of Income, within the next twelve months.

For the three months and six months ended Jun. 30, 2007, the company recognized a pretax (loss) gain of $(6.5) million and $12.3 million, respectively, relating to derivatives that were not designated as either a cash flow or fair value hedge, compared to pretax gains of $5.2 million and $7.7 for the three months and six months ended Jun. 30, 2006, respectively.

 

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14. Subsequent Events

Issuance of Hillsborough County Industrial Development Authority Pollution Control Revenue Refunding Bonds (Tampa Electric Company Project), Series 2007

On Jul. 25, 2007, the Hillsborough County Industrial Development Authority (HCIDA) issued $125.8 million of HCIDA Pollution Control Revenue Refunding Bonds (Tampa Electric Company Project), Series 2007 (the Series 2007 Bonds) for the benefit of Tampa Electric Company, consisting of (a) $54.2 million Series 2007A Bonds due May 15, 2018, (b) $51.6 million of Series 2007B Bonds due Sep. 1, 2025, and (c) $20 million of Series 2007C Bonds due Nov. 1, 2020. Tampa Electric Company is responsible for payment of the interest and principal associated with the Series 2007 Bonds. The proceeds of this issuance, together with available cash, were used to call and retire on Aug. 1, 2007, (a) $54.2 million of the existing HCIDA Pollution Control Revenue Refunding Bonds (Tampa Electric Company Gannon Coal Conversion Project), Series 1992 (the Series 1992 Bonds), which had a maturity date of May 15, 2018, (b) $51.605 million of the existing HCIDA Pollution Control Revenue Refunding Bonds (Tampa Electric Company Project), Series 1990 (the Series 1990 Bonds), which had a maturity date of Sep. 1, 2025, and (c) $20 million of the existing HCIDA Pollution Control Revenue Bonds (Tampa Electric Company Project), Series 1993 (the Series 1993 Bonds), which had a maturity date of Nov. 1, 2020. Costs of the issuance were paid from available funds of Tampa Electric Company. Tampa Electric Company entered into a Loan and Trust Agreement with the HCIDA, as issuer, and The Bank of New York Trust Company, N.A., as trustee, in connection with the issuance of the Series 2007 Bonds.

The Series 2007 Bonds bear interest at an auction rate, which after an initial period for which the rate was set at 3.45% for each of the Series 2007A Bonds and the Series 2007B Bonds and at 3.65% for the Series 2007C Bonds, will be reset pursuant to an auction procedure at the end of every auction period, which was initially set at 7 days for the Series 2007A Bonds and the Series 2007B Bonds and 35 days for the Series 2007C Bonds. In connection with the issuance of the Series 2007 Bonds, Tampa Electric Company also entered into an insurance agreement with Financial Guaranty Insurance Company (the “Insurance Agreement”) pursuant to which Financial Guaranty Insurance Company issued a financial guaranty insurance policy (the “Policy”). The Policy provides insurance for Tampa Electric Company’s obligation for payment on the Series 2007 Bonds and allowed the Series 2007 Bonds to be issued at a lower interest rate than without such insurance in place. The terms of the Insurance Agreement will, among other things, limit Tampa Electric Company’s ability to incur certain liens without ratably securing the Series 2007 Bonds, subject to a number of exceptions.

At the end of any auction period, Tampa Electric Company may redeem all or any part of the Series 2007 Bonds at its option at a redemption price equal to the sum of the accrued and unpaid interest to the redemption date on the principal amount of the Series 2007 Bonds to be redeemed, plus 100% of the principal amount of the Series 2007 Bonds to be redeemed. The Series 2007 Bonds are also subject to special mandatory redemption in the event that interest payable on any Series 2007 Bonds has become subject to federal income tax in accordance with the Loan and Trust Agreement.

Redemption of Hillsborough County Industrial Development Authority Pollution Control Revenue Refunding Bonds (Tampa Electric Company Project), Series 1990, Hillsborough County Industrial Development Authority Pollution Control Revenue Refunding Bonds (Tampa Electric Company Gannon Coal Conversion Project), Series 1992, and Hillsborough County Industrial Development Authority Pollution Control Revenue Bonds (Tampa Electric Company Project), Series 1993

On Aug. 1, 2007, pursuant to the terms of the indenture governing $125.8 million of Hillsborough County Industrial Development Authority Pollution Control Revenue Refunding Bonds (Tampa Electric Company Project), Series 2007 and at Tampa Electric Company’s and the HCIDA’s direction, the trustee redeemed the Series 1990 Bonds, Series 1992 Bonds and Series 1993 Bonds. The redemption price was equal to 100% of par plus accumulated but unpaid distributions to Aug. 1, 2007.

Settlement of the Securities Class Action and Derivative Suits

On Jul. 12, 2007, the U.S. District Court entered a preliminary order approving the settlement of the Securities Class Action and set a date for a hearing for the final approval of the settlement on Oct. 3, 2007.

On Jun. 29, 2007, the Hillsborough County Circuit Court entered a preliminary order approving the settlement of the Shareholder Derivative suit and set a date for a hearing for the final approval of the settlement on Aug. 17, 2007.

West LB Letter of Credit Litigation

On Jul. 9, 2007, the U.S. Bankruptcy Court ruled in favor of TPS McAdams LLC and granted its motion to dismiss West LB’s amended complaint. West LB has appealed the dismissal of its amended complaint.

 

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TAMPA ELECTRIC COMPANY

In the opinion of management, the unaudited consolidated condensed financial statements include all adjustments that are of a recurring nature and necessary to state fairly the financial position of Tampa Electric Company as of Jun. 30, 2007 and Dec. 31, 2006, and the results of operations and cash flows for the periods ended Jun. 30, 2007 and 2006. The results of operations for the three month and six month periods ended Jun. 30, 2007 are not necessarily indicative of the results that can be expected for the entire fiscal year ending Dec. 31, 2007. References should be made to the explanatory notes affecting the consolidated financial statements contained in Tampa Electric Company’s Annual Report on Form 10-K for the year ended Dec. 31, 2006 and to the notes on pages 31 to 38 of this report.

INDEX TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

 

     Page No.

Consolidated Condensed Balance Sheets, Jun. 30, 2007 and Dec. 31, 2006

   26-27

Consolidated Condensed Statements of Income for the three month and six month periods ended Jun. 30, 2007 and 2006

   28-29

Consolidated Condensed Statements of Cash Flows for the six month periods ended Jun. 30, 2007 and 2006

   30

Notes to Consolidated Condensed Financial Statements

   31-38

 

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Table of Contents

TAMPA ELECTRIC COMPANY

Consolidated Condensed Balance Sheets

Unaudited

 

Assets

(millions)

   Jun. 30,
2007
    Dec. 31,
2006
 

Property, plant and equipment

    

Utility plant in service

    

Electric

   $ 5,205.7     $ 5,026.8  

Gas

     894.0       877.7  

Construction work in progress

     283.6       318.9  
                

Property, plant and equipment, at original costs

     6,383.3       6,223.4  

Accumulated depreciation

     (1,779.8 )     (1,760.5 )
                
     4,603.5       4,462.9  

Other property

     4.4       4.4  
                

Total property, plant and equipment (net)

     4,607.9       4,467.3  
                

Current assets

    

Cash and cash equivalents

     102.8       5.1  

Receivables, less allowance for uncollectibles of $2.2 and

    

$1.2 at Jun. 30, 2007 and Dec. 31, 2006, respectively

     258.5       234.9  

Inventories

    

Fuel, at average cost

     92.1       63.7  

Materials and supplies

     52.4       51.3  

Current regulatory assets

     170.4       255.7  

Current derivative assets

     —         0.1  

Taxes receivable

     —         15.0  

Prepayments and other current assets

     15.8       11.2  
                

Total current assets

     692.0       637.0  
                

Deferred debits

    

Unamortized debt expense

     21.8       20.8  

Long-term regulatory assets

     237.4       231.3  

Long-term derivative assets

     1.6       0.1  

Other

     9.5       8.6  
                

Total deferred debits

     270.3       260.8  
                

Total assets

   $ 5,570.2     $ 5,365.1  
                

The accompanying notes are an integral part of the consolidated condensed financial statements.

 

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TAMPA ELECTRIC COMPANY

Consolidated Condensed Balance Sheets – continued

Unaudited

 

Liabilities and Capital

(millions)

   Jun. 30,
2007
   Dec. 31,
2006

Capital

     

Common stock

   $ 1,428.6    $ 1,428.6

Retained earnings

     292.6      284.9
             

Total capital

     1,721.2      1,713.5

Long-term debt, less amount due within one year

     1,850.3      1,601.4
             

Total capitalization

     3,571.5      3,314.9
             

Current liabilities

     

Long-term debt due within one year

     156.1      156.1

Notes payable

     —        48.0

Accounts payable

     217.0      222.8

Customer deposits

     134.4      129.5

Current regulatory liabilities

     33.8      46.7

Current derivative liabilities

     24.9      70.3

Current deferred income taxes

     33.4      50.4

Interest accrued

     31.3      26.6

Taxes accrued

     43.1      19.4

Other

     11.2      11.2
             

Total current liabilities

     685.2      781.0
             

Deferred credits

     

Non-current deferred income taxes

     408.2      390.5

Investment tax credits

     13.2      14.6

Long-term derivative liabilities

     0.2      3.7

Long-term regulatory liabilities

     578.4      555.3

Other

     313.5      305.1
             

Total deferred credits

     1,313.5      1,269.2
             

Total liabilities and capital

   $ 5,570.2    $ 5,365.1
             

The accompanying notes are an integral part of the consolidated condensed financial statements.

 

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TAMPA ELECTRIC COMPANY

Consolidated Condensed Statements of Income

Unaudited

 

     Three months ended Jun. 30,  

(millions, except per share amounts)

   2007     2006  

Revenues

    

Electric (includes franchise fees and gross receipts taxes of $21.0 in 2007 and $20.3 in 2006)

   $ 544.7     $ 533.1  

Gas (includes franchise fees and gross receipts taxes of $6.0 in 2007 and $5.1 in 2006)

     143.1       137.4  
                

Total revenues

     687.8       670.5  
                

Expenses

    

Operations

    

Fuel

     235.6       231.6  

Purchased power

     69.5       55.8  

Cost of natural gas sold

     92.5       88.1  

Other

     68.3       71.3  

Maintenance

     29.6       30.8  

Depreciation

     57.3       55.8  

Taxes, federal and state income

     22.1       25.1  

Taxes, other than income

     44.1       42.5  
                

Total expenses

     619.0       601.0  
                

Income from operations

     68.8       69.5  
                

Other income

    

Allowance for other funds used during construction

     1.1       0.4  

Taxes, non-utility federal and state

     (0.7 )     (0.6 )

Other income, net

     3.7       4.5  
                

Total other income

     4.1       4.3  
                

Interest charges

    

Interest on long-term debt

     30.0       26.2  

Other interest

     3.2       4.7  

Allowance for borrowed funds used during construction

     (0.4 )     (0.1 )
                

Total interest charges

     32.8       30.8  
                

Net income

   $ 40.1     $ 43.0  
                

The accompanying notes are an integral part of the consolidated condensed financial statements.

 

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Table of Contents

TAMPA ELECTRIC COMPANY

Consolidated Condensed Statements of Income

Unaudited

 

     Six months ended Jun. 30,  

(millions, except per share amounts)

   2007     2006  

Revenues

    

Electric (includes franchise fees and gross receipts taxes of $40.4 in 2007 and $38.0 in 2006)

   $ 1,016.6     $ 989.7  

Gas (includes franchise fees and gross receipts taxes of $13.6 in 2007 and $12.8 in 2006)

     312.1       323.7  
                

Total revenues

     1,328.7       1,313.4  
                

Expenses

    

Operations

    

Fuel

     448.7       438.0  

Purchased power

     123.1       90.3  

Cost of natural gas sold

     200.2       210.9  

Other

     125.7       142.6  

Maintenance

     60.1       56.7  

Depreciation

     113.5       111.3  

Taxes, federal and state

     39.7       45.5  

Taxes, other than income

     89.4       86.9  
                

Total expenses

     1,200.4       1,182.2  
                

Income from operations

     128.3       131.2  
                

Other income

    

Allowance for other funds used during construction

     2.8       0.6  

Taxes, non-utility federal and state

     (1.0 )     (1.0 )

Other income, net

     6.5       8.3  
                

Total other income

     8.3       7.9  
                

Interest charges

    

Interest on long-term debt

     58.0       50.7  

Other interest

     6.8       10.6  

Allowance for borrowed funds used during construction

     (1.1 )     (0.2 )
                

Total interest charges

     63.7       61.1  
                

Net income

   $ 72.9     $ 78.0  
                

The accompanying notes are an integral part of the consolidated condensed financial statements.

 

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Table of Contents

TAMPA ELECTRIC COMPANY

Consolidated Condensed Statements of Cash Flows

Unaudited

 

     Six months ended Jun. 30,  

(millions)

   2007     2006  

Cash flows from operating activities

    

Net income

   $ 72.9     $ 78.0  

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

    

Depreciation

     113.5       111.3  

Deferred income taxes

     (15.0 )     (25.5 )

Investment tax credits, net

     (1.3 )     (1.3 )

Allowance for funds used during construction

     (2.8 )     (0.6 )

Deferred recovery clause

     26.7       67.6  

Receivables, less allowance for uncollectibles

     (23.8 )     (9.4 )

Inventories

     (29.5 )     (6.0 )

Prepayments

     (4.6 )     (6.5 )

Taxes accrued

     38.7       40.6  

Interest accrued

     4.6       4.4  

Accounts payable

     (5.6 )     (51.1 )

Gain on sale of business/assets

     (0.2 )     —    

Other

     20.8       20.4  
                

Cash flows from operating activities

     194.4       221.9  
                

Cash flows from investing activities

    

Capital expenditures

     (232.7 )     (181.0 )

Allowance for funds used during construction

     2.8       0.6  

Net proceeds from sale of business/assets

     0.4       —    

Other

     —         (1.4 )
                

Cash flows used in investing activities

     (229.5 )     (181.8 )
                

Cash flows from financing activities

    

Proceeds from long-term debt

     321.0       327.6  

Repayment of long-term debt

     (75.0 )     (85.9 )

Net increase (decrease) in short-term debt

     (48.0 )     (215.0 )

Dividends

     (65.2 )     (71.1 )
                

Cash flows from (used in) financing activities

     132.8       (44.4 )
                

Net increase (decrease) in cash and cash equivalents

     97.7       (4.3 )

Cash and cash equivalents at beginning of period

     5.1       17.4  
                

Cash and cash equivalents at end of period

   $ 102.8     $ 13.1  
                

The accompanying notes are an integral part of the consolidated condensed financial statements.

 

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Table of Contents

TAMPA ELECTRIC COMPANY

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

UNAUDITED

1. Summary of Significant Accounting Policies

The significant accounting policies are as follows:

Principles of Consolidation and Basis of Presentation

Tampa Electric Company is a wholly-owned subsidiary of TECO Energy, Inc., and is comprised of the Electric division, generally referred to as Tampa Electric, and the Natural Gas division, generally referred to as Peoples Gas System (PGS). All significant intercompany balances and intercompany transactions have been eliminated in consolidation. In the opinion of management, the unaudited consolidated condensed financial statements include all adjustments that are of a recurring nature and necessary to state fairly the financial position of Tampa Electric Company and subsidiaries as of Jun. 30, 2007 and Dec. 31, 2006, and the results of their operations and cash flows for the periods ended Jun. 30, 2007 and 2006. The results of operations for the three month and six month periods ended Jun. 30, 2007 are not necessarily indicative of the results that can be expected for the entire fiscal year ending Dec. 31, 2007.

The use of estimates is inherent in the preparation of financial statements in accordance with generally accepted accounting principles (GAAP). Actual results could differ from these estimates. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP in the United States of America.

Revenues

As of Jun. 30, 2007 and Dec. 31, 2006, unbilled revenues of $53.0 million and $47.8 million, respectively, are included in the “Receivables” line item on the Consolidated Condensed Balance Sheets.

Short-term Investments

Short-term investments are high-quality investments purchased with an original maturity greater than three months and are stated at the lower of aggregate cost or market.

Purchased Power

Tampa Electric purchases power on a regular basis to meet the needs of its customers. Tampa Electric purchased power from entities not affiliated with TECO Energy at a cost of $69.5 million and $123.1 million for the three months and six months ended Jun. 30, 2007, respectively, compared to $55.8 million and $90.3 million for the three months and six months ended Jun. 30, 2006, respectively. Prudently incurred purchased power costs at Tampa Electric have historically been recoverable through Florida Public Service Commission (FPSC)-approved cost recovery clauses.

Accounting for Franchise Fees and Gross Receipts

The regulated utilities (Tampa Electric and Peoples Gas System (PGS)) are allowed to recover from customers certain costs incurred through rates approved by the FPSC. The amounts included in customers’ bills for franchise fees and gross receipt taxes are included as revenues on the Consolidated Condensed Statements of Income. These amounts totaled $27.0 million and $54.0 million, respectively, for the three months and six months ended Jun. 30, 2007, compared to $25.4 million and $50.8 million, respectively, for the three months and six months ended Jun. 30, 2006. Franchise fees and gross receipt taxes payable by the regulated utilities are included as an expense on the Consolidated Condensed Statements of Income in “Taxes, other than income”. These totaled $27.0 million and $53.9 million, respectively, for the three months and six months ended Jun. 30, 2007, compared to $25.3 million and $50.7 million, respectively, for the three months and six months ended Jun. 30, 2006.

2. New Accounting Pronouncements

Offsetting Amounts Related to Certain Contracts

In April of 2007, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) FIN 39-1. This FSP amends FASB Interpretation No. 39, Offsetting of Amounts Related to Certain Contracts by allowing an entity to offset fair value amounts recognized for the right to reclaim cash collateral (a receivable) or the obligation to return cash collateral (a payable) against fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting arrangement. The guidance in this FSP is effective for fiscal years ending after Nov. 15, 2007. The company is currently assessing the impact of the FSP but does not believe it will be material to its results of operations, statement of position or cash flows.

 

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Table of Contents

Fair Value Measurements

In September 2006, the FASB issued Statement of Financial Accounting Standard (SFAS) No. 157, Fair Value Measurements (FAS 157). FAS 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements. FAS 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and states that a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. FAS 157 applies under other accounting pronouncements that require or permit fair value measurements. The effective date is for fiscal years beginning after Nov. 15, 2007. The company is currently assessing the implementation of FAS 157, but does not believe it will be material to its results of operations, statement of position or cash flows.

Fair Value Option For Financial Assets and Financial Liabilities

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115 (FAS 159). FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective of FAS 159 is to provide opportunities to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply hedge accounting provisions. FAS 159 is effective for fiscal years beginning after Nov. 15, 2007. The company is currently evaluating the impact of FAS 159 but does not believe that its adoption will have a material impact to its results of operations, statement of position or cash flows.

3. Regulatory

Cost Recovery – Tampa Electric and PGS

Tampa Electric and PGS recover the cost of fuel, purchased power, eligible environmental expenditures, and conservation through cost recovery clauses that are adjusted on an annual basis. As part of the regulatory process, it is reasonably likely that third parties may intervene in various matters related to fuel, purchased power, environmental and conservation cost recovery.

SO2 Emission Allowances

The Clean Air Act Amendments of 1990 (Clean Air Act) established SO2 allowances to manage the achievement of SO2 emissions requirements. The legislation also established a market-based SO2 allowance trading component.

An allowance authorizes a utility to emit one ton of SO2 during a given year. The Environmental Protection Agency (EPA) allocates allowances to utilities based on mandated emissions reductions. At the end of each year, a utility must hold an amount of allowances at least equal to its annual emissions. Allowances are fully marketable and, once allocated, may be bought, sold, traded or banked for use in current or future years. In addition, the EPA withholds a small percentage of the annual SO2 allowances it allocates to utilities for auction sales. Any resulting auction proceeds are then forwarded to the respective utilities. Allowances may not be used for compliance prior to the calendar year for which they are allocated. Tampa Electric accounts for these using an inventory model with a zero basis for those allowances allocated to the company. Tampa Electric recognizes a gain at the time of sale, approximately 95% of which accrues to retail customers through the environmental cost recovery clause.

Over the years, Tampa Electric has acquired allowances through EPA allocations. Also, over time, Tampa Electric has sold unneeded allowances based on compliance and allowances available. The SO2 allowances unneeded and sold resulted from lower emissions at Tampa Electric brought about by environmental actions taken by the company under the Clean Air Act.

During the three months ended Jun. 30, 2007, approximately 35,000 allowances were sold resulting in proceeds of $17.5 million. There were no SO2 allowances sold in the first quarter of 2007. During the first quarter of 2006, Tampa Electric sold approximately 40,000 allowances, resulting in proceeds of $40.8 million. During the second quarter of 2006, allocated auction proceeds amounted to $1.4 million.

Regulatory Assets and Liabilities

Tampa Electric and PGS maintain their accounts in accordance with recognized policies of the FPSC. In addition, Tampa Electric maintains its accounts in accordance with recognized policies prescribed or permitted by the Federal Energy Regulatory Commission (FERC).

Tampa Electric and PGS apply the accounting treatment permitted by SFAS No. 71, Accounting for the Effects of Certain Types of Regulation. Areas of applicability include: deferral of revenues under approved regulatory agreements; revenue recognition resulting from cost recovery clauses that provide for monthly billing charges to reflect increases or decreases in fuel, purchased power, conservation and environmental costs; and the deferral of costs as regulatory assets to the period that the regulatory agency recognizes them when cost recovery is ordered over a period longer than a fiscal year. Details of the regulatory assets and liabilities as of Jun. 30, 2007 and Dec. 31, 2006 are presented in the following table:

 

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Table of Contents

Regulatory Assets and Liabilities

 

(millions)

  

Jun. 30,

2007

  

Dec. 31,

2006

Regulatory assets:

     

Regulatory tax asset (1)

   $ 64.1    $ 49.5

Other:

     

Cost recovery clauses

     150.5      239.2

Post-retirement benefit asset

     144.0      148.9

Deferred bond refinancing costs (2)

     26.9      26.7

Environmental remediation

     12.4      12.3

Competitive rate adjustment

     5.1      5.5

Other

     4.8      4.9
             

Total other regulatory assets

     343.7      437.5
             

Total regulatory assets

     407.8      487.0

Less current portion

     170.4      255.7
             

Long-term regulatory assets

   $ 237.4    $ 231.3

Regulatory liabilities:

     

Regulatory tax liability (1)

   $ 19.5    $ 20.6
             

Other:

     

Deferred allowance auction credits

     0.6      0.8

Cost recovery clauses

     17.2      28.9

Environmental remediation

     12.3      12.3

Transmission and delivery storm reserve

     18.3      16.3

Deferred gain on property sales (3)

     5.8      6.8

Accumulated reserve-cost of removal

     538.3      516.1

Other

     0.2      0.2
             

Total other regulatory liabilities

     592.7      581.4
             

Total regulatory liabilities

     612.2      602.0

Less current portion

     33.8      46.7
             

Long-term regulatory liabilities

   $ 578.4    $ 555.3
             

(1) Related to plant life and derivative positions.
(2) Amortized over the term of the related debt instrument.
(3) Amortized over a 5-year period with various ending dates.

All regulatory assets are being recovered through the regulatory process. The following table further details our regulatory assets and the related recovery periods:

Regulatory assets

 

(millions)

   Jun. 30,
2007
   Dec. 31,
2006

Clause recoverable (1)

   $ 155.6    $ 244.7

Earning a rate of return (2)

     148.0      152.6

Regulatory tax assets (3)

     64.1      49.5

Capital structure and other (3)

     40.1      40.2
             

Total

   $ 407.8    $ 487.0
             

(1) To be recovered through cost recovery clauses approved by the FPSC on a dollar for dollar basis in the next year.
(2) Primarily reflects allowed working capital, which is included in rate base and earns an 8.2 % rate of return as permitted by the FPSC.
(3) “Regulatory tax assets” and “Capital structure and other” regulatory assets have a recoverable period longer than a fiscal year and are recognized over the period authorized by the regulatory agency. Also included are unamortized loan costs which are amortized over the life of the related debt instruments. See footnotes 1 and 2 in the prior table for additional information.

 

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Table of Contents

4. Income Taxes

Tampa Electric Company is included in the filing of a consolidated federal income tax return with TECO Energy and its affiliates. Tampa Electric Company’s income tax expense is based upon a separate return computation. Tampa Electric Company’s effective tax rates for the six months ended Jun. 30, 2007 and 2006 differ from the statutory rate principally due to state income taxes and amortization of investment tax credits.

In June 2006, the FASB issued FASB Interpretation No.48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109, Accounting for Income Taxes (FIN 48). FIN 48 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN 48, Tampa Electric Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. FIN 48 provides that the tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN 48 also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

Tampa Electric Company adopted the provisions of FIN 48 and related FSP FIN 48-1 effective Jan. 1, 2007 with no impact. Tampa Electric Company recognizes accrued interest and penalties associated with uncertain tax positions in operating expenses in the Consolidated Statements of Income. For the three months and six months ended Jun. 30, 2007, Tampa Electric Company did not record any amounts of interest or penalties.

The Internal Revenue Service (IRS) concluded its examination of federal income tax returns for the years 2003 and 2004 and issued a final Revenue Agents Report on Jun. 30, 2006. The 2005 final Revenue Agents Report was issued on May 1, 2007 with immaterial adjustments. The U.S. federal statute of limitations remains open for the year 2006 and onward. Years 2006 and 2007 are currently under examination by the IRS under the Compliance Assurance Program, a pilot program in which TECO Energy is a participant. TECO Energy does not expect the settlement of current IRS examinations to significantly change the total amount of unrecognized tax benefits by the end of 2007. State jurisdictions have statutes of limitations generally ranging from 3 to 5 years from the filing of an income tax return. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. Years still open to examination by tax authorities in major state jurisdictions include 2002 and onward.

The company does not currently have any uncertain tax positions and does not anticipate that the total amount of unrecognized tax benefits will significantly increase or decrease by the end of 2007.

5. Employee Postretirement Benefits

Tampa Electric Company is a participant in the comprehensive retirement plans of TECO Energy. Effective Jan. 1, 2004, Tampa Electric Company adopted FAS 132R (revised 2003), Employers’ Disclosures about Pensions and Other Postretirement Benefits, an amendment of FASB Statements No. 87, 88 and 106, with no material effect. No significant changes have been made to these benefit plans since Dec. 31, 2003.

Amounts allocable to all participants of the TECO Energy retirement plans are found in Note 5, Employee Postretirement Benefits, in the TECO Energy, Inc. Notes to Consolidated Condensed Financial Statements. Tampa Electric Company’s portion of the net pension expense for the three months ended Jun. 30, 2007 and 2006, respectively, was $3.5 and $3.4 million for pension benefits, and $3.6 million and $3.5 million for other postretirement benefits. For the six months ended Jun. 30, 2007 and 2006, respectively, net pension expense was $7.0 million and $6.7 million for pension benefits, and $7.3 million and $7.0 million for other postretirement benefits.

Included in the benefit expenses discussed above, for the six months ended Jun. 30, 2007, Tampa Electric Company reclassed $5.0 million of unamortized transition obligation, prior service cost and actuarial losses from regulatory assets to net income.

For the fiscal 2007 plan year, TECO Energy assumed an expected long-term return on plan assets of 8.25% and a discount rate of 5.85% at its Sep. 30, 2006 measurement date.

 

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6. Short-Term Debt

At Jun. 30, 2007 and Dec. 31, 2006, the following credit facilities and related borrowings existed:

Credit Facilities

 

     Jun. 30, 2007    Dec. 31, 2006

(millions)

   Credit
Facilities
   Borrowings
Outstanding (1)
   Letters of
Credit
Outstanding
   Credit
Facilities
   Borrowings
Outstanding (1)
   Letters
of Credit
Outstanding

Tampa Electric Company:

                 

5-year facility

   $ 325.0    $ —      $ —      $ 325.0    $ 13.0    $ —  

1-year accounts receivable facility

     150.0      —        —        150.0      35.0      —  
                                         

Total

   $ 475.0    $ —      $ —      $ 475.0    $ 48.0    $ —  
                                         

(1) Borrowings outstanding are reported as notes payable.

These credit facilities require commitment fees ranging from 9.0 to 17.5 basis points. The weighted-average interest rate on outstanding amounts payable under the credit facilities at Dec. 31, 2006 was 5.45%.

Tampa Electric Company $325 million bank credit facility amendment

On May 9, 2007, Tampa Electric amended its $325 million bank credit facility, entering into a Second Amended and Restated Credit Agreement. The amendment (i) extended the maturity date of the credit facility from Oct. 11, 2010 to May 9, 2012 (subject to further extension with the consent of each lender); (ii) continued to allow Tampa Electric to borrow funds at an interest rate equal to the federal funds rate, as defined in the agreement, plus a margin, as well as a rate equal to either the London interbank deposit rate plus a margin or Citibank’s prime rate (or the federal funds rate plus 50 basis points, if higher) plus a margin; (iii) allowed Tampa Electric to request the lenders to increase their commitments under the credit facility by up to $175 million in the aggregate (compared to $50 million under the previous agreement); (iv) continued to include a $50 million letter of credit facility; (v) reduced the commitment fees and borrowing margins; and (vi) made other technical changes.

7. Long-Term Debt

Issuance of Polk County Industrial Development Authority Solid Waste Disposal Facility Revenue Refunding Bonds (Tampa Electric Company Project), Series 2007

On May 14, 2007, the Polk County Industrial Development Authority (PCIDA) issued $75 million of PCIDA Solid Waste Disposal Facility Revenue Refunding Bonds (Tampa Electric Company Project), Series 2007 (the Polk Series 2007 Bonds) for the benefit of Tampa Electric Company. Tampa Electric Company is responsible for payment of the interest and principal associated with the Polk Series 2007 Bonds. The proceeds of this issuance, together with available cash, were used to call and retire on Jun. 29, 2007 $75 million of the existing PCIDA Solid Waste Disposal Facility Revenue Bonds (Tampa Electric Company Project), Series 1993 (the Polk Series 1993 Bonds), which had a maturity date of Dec. 1, 2030. Costs of the issuance were paid from available funds of Tampa Electric Company. Tampa Electric Company entered into a Loan and Trust Agreement with the PCIDA, as issuer, and The Bank of New York Trust Company, N.A., as trustee, in connection with the issuance of the Polk Series 2007 Bonds.

The Polk Series 2007 Bonds mature on Dec. 1, 2030 and bear interest at an auction rate after the initial period for which the rate was initially set at 3.80%. The rate will be reset pursuant to an auction procedure at the end of every auction period, which was initially set at 35 days. In connection with the issuance of the Bonds, Tampa Electric Company also entered into an insurance agreement with Financial Guaranty Insurance Company (Insurance Agreement) pursuant to which Financial Guaranty Insurance Company issued a financial guaranty insurance policy (Policy). The Policy provides insurance for Tampa Electric Company’s obligation for payment on the Bonds and allowed the Bonds to be issued at a lower interest rate than without such insurance in place. The terms of the Insurance Agreement will, among other things, limit Tampa Electric Company’s ability to incur certain liens without ratably securing the Bonds, subject to a number of exceptions.

At the end of any auction period Tampa Electric Company may redeem all or any part of the Polk Series 2007 Bonds at its option at a redemption price equal to the sum of the accrued and unpaid interest to the redemption date on the principal amount of the Polk Series 2007 Bonds to be redeemed, plus 100% of the principal amount of the Polk Series 2007 Bonds to be redeemed. The Polk Series 2007 Bonds are also subject to special mandatory redemption in the event that interest payable on any Polk Series 2007 Bonds has become subject to federal income tax in accordance with the Loan and Trust Agreement.

 

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Redemption of Polk County Industrial Development Authority Solid Waste Disposal Facility Revenue Bonds (Tampa Electric Company Project, Series 1993)

On Jun. 29, 2007, pursuant to the terms of the indenture governing $75 million of Polk County Industrial Development Authority Solid Waste Disposal Facility Revenue Bonds (Tampa Electric Company Project), Series 1993 and at Tampa Electric’s and the PCIDA’s direction, the trustee redeemed the Polk Series 1993 Bonds. The redemption price was equal to 102% of par plus accumulated but unpaid interest to Jun. 29, 2007.

Issuance of Tampa Electric Company 6.15% Notes due 2037

On May 15, 2007, Tampa Electric Company issued $250 million aggregate principal amount of 6.15% Notes due May 15, 2037. The 6.15% Notes were sold at 99.433% of par to yield 6.192%. The offering resulted in net proceeds to the Company (after deducting underwriting discounts and commissions and estimated offering expenses) of approximately $246.1 million. Net proceeds will be used to repay short-term debt, repay maturing long-term debt and for general corporate purposes. Tampa Electric Company may redeem all or any part of the 6.15% Notes at its option at any time and from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of 6.15% Notes to be redeemed or (ii) the present value of the remaining payments of principal and interest on the 6.15% Notes to be redeemed, discounted at an applicable treasury rate (as defined in the applicable indenture), plus 25 basis points; in either case, the redemption price would include accrued and unpaid interest to the redemption date.

Current portions of long-term debt

Long-term debt classified as current liabilities at Jun. 30, 2007 includes Tampa Electric Company’s $150 million of 5.375% notes due in August 2007.

8. Commitments and Contingencies

Legal Contingencies

From time to time Tampa Electric Company and its subsidiaries are involved in various legal, tax and regulatory proceedings before various courts, regulatory commissions and governmental agencies in the ordinary course of its business. Where appropriate, accruals are made in accordance with FAS No.5, Accounting for Contingencies, to provide for matters that are probable of resulting in an estimable, material loss. While the outcome of such proceedings is uncertain, management does not believe that their ultimate resolution will have a material adverse effect on the company’s results of operations or financial condition.

Superfund and Former Manufactured Gas Plant Sites

Tampa Electric Company, through its Tampa Electric and Peoples Gas divisions, is a potentially responsible party (PRP) for certain superfund sites and, through its Peoples Gas division, for certain former manufactured gas plant sites. While the joint and several liability associated with these sites presents the potential for significant response costs, as of Jun. 30, 2007, Tampa Electric Company has estimated its ultimate financial liability to be approximately $12.3 million, and this amount has been accrued in the company’s financial statements. The environmental remediation costs associated with these sites, which are expected to be paid over many years, are not expected to have a significant impact on customer prices.

The estimated amounts represent only the estimated portion of the cleanup costs attributable to Tampa Electric Company. The estimates to perform the work are based on actual estimates obtained from contractors, or Tampa Electric Company’s experience with similar work adjusted for site specific conditions and agreements with the respective governmental agencies. The estimates are made in current dollars, are not discounted and do not assume any insurance recoveries.

Allocation of the responsibility for remediation costs among Tampa Electric Company and other PRPs is based on each party’s relative ownership interest in or usage of a site. Accordingly, Tampa Electric Company’s share of remediation costs varies with each site. In virtually all instances where other PRPs are involved, those PRPs are considered creditworthy.

Factors that could impact these estimates include the ability of other PRPs to pay their pro-rata portion of the cleanup costs, additional testing and investigation which could expand the scope of the cleanup activities, additional liability that might arise from the cleanup activities themselves and changes in laws or regulations that could require additional remediation. These costs are recoverable through customer rates established in subsequent base rate proceedings.

Guarantees and Letters of Credit

At Jun. 30, 2007, Tampa Electric Company was not obligated under guarantees or letters of credit for the benefit of third parties, including entities under common control. At Jun. 30, 2007, TECO Energy had provided a fuel purchase guarantee on behalf of Tampa Electric Company and had outstanding letters of credit on behalf of Tampa Electric Company in the face amount of $20.0 million and $0.3 million, respectively.

 

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Financial Covenants

In order to utilize its bank credit facilities, Tampa Electric Company must meet certain financial tests as defined in the applicable agreements. In addition, Tampa Electric Company has certain restrictive covenants in specific agreements and debt instruments. At Jun. 30, 2007, Tampa Electric Company was in compliance with applicable financial covenants.

9. Related Parties

In October 2003, Tampa Electric signed a five-year contract renewal with an affiliate company, TECO Transport, for integrated waterborne fuel transportation services effective Jan. 1, 2004. The contract calls for inland river and ocean transportation along with river terminal storage and blending services for up to 5.5 million tons of coal annually through 2008. For the six months ended Jun. 30, 2007 and 2006, Tampa Electric paid TECO Transport $52.3 million and $54.7 million, respectively. TECO Energy has announced its intent to sell TECO Transport and is currently working with certain bidders in an effort to reach an acceptable transaction. (See Note 12, Assets Held for Sale, of the TECO Energy, Inc. Consolidated Condensed Financial Statements.)

10. Segment Information

 

(millions)

Three months ended Jun. 30,

   Tampa
Electric
   Peoples
Gas
   Other &
Eliminations
    Tampa
Electric
Company

2007

          

Revenues—external

   $ 544.3    $ 143.2    $ —       $ 687.5

Sales to affiliates

     0.4      —        (0.1 )     0.3
                            

Total revenues

     544.7      143.2      (0.1 )     687.8

Depreciation

     47.3      10.0      —         57.3

Total interest charges

     28.5      4.3      —         32.8

Provision for taxes

     19.4      3.4      —         22.8

Net income

   $ 34.7    $ 5.4    $ —       $ 40.1
                            

2006

          

Revenues—external

   $ 532.5    $ 137.4    $ —       $ 669.9

Sales to affiliates

     0.6      —        —         0.6
                            

Total revenues

     533.1      137.4      —         670.5

Depreciation

     46.7      9.1      —         55.8

Total interest charges

     26.9      3.9      —         30.8

Provision for taxes

     22.0      3.7      —         25.7

Net income

   $ 37.1    $ 5.9    $ —       $ 43.0
                            

Six months ended Jun. 30,

2007

          

Revenues—external

   $ 1,015.7    $ 312.4    $ —       $ 1,328.1

Sales to affiliates

     0.9      —        (0.3 )     0.6
                            

Total revenues

     1,016.6      312.4      (0.3 )     1,328.7

Depreciation

     93.7      19.8      —         113.5

Total interest charges

     55.3      8.4      —         63.7

Provision for taxes

     30.4      10.3      —         40.7

Net income

   $ 56.5    $ 16.4    $ —       $ 72.9
                            

Total assets at Jun. 30, 2007

   $ 4,807.7    $ 771.8    $ (9.3 )   $ 5,570.2
                            

2006

          

Revenues—external

   $ 988.8    $ 323.7    $ —       $ 1,312.5

Sales to affiliates

     1.2      —        (0.3 )     0.9
                            

Total revenues

     990.0      323.7      (0.3 )     1,313.4

Depreciation

     93.1      18.2      —         111.3

Total interest charges

     53.3      7.8      —         61.1

Provision for taxes

     34.9      11.6      —         46.5

Net income

   $ 59.5    $ 18.5    $ —       $ 78.0
                            

Total assets at Dec. 31, 2006

   $ 4,620.7    $ 748.9    $ (4.5 )   $ 5,365.1
                            

 

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11. Derivatives and Hedging

At Jun. 30, 2007 and Dec. 31, 2006, the company had net derivative liabilities of $23.5 million and $73.8 million, respectively. As a result of applying the provisions of FAS 71, the changes in value of these derivatives are recorded as regulatory assets or liabilities as of Jun. 30, 2007 and Dec. 31, 2006, respectively, to reflect the impact of the fuel recovery clause on the risks of hedging activities.

Based on the fair values of derivatives at Jun. 30, 2007, net pretax losses of $24.9 million are expected to be reclassified from regulatory assets or liabilities to the Consolidated Condensed Statements of Income within the next twelve months. However, these gains and other future reclassifications from regulatory assets or liabilities will fluctuate with movements in the underlying market price of the derivative instruments. The company does not currently have any cash flow hedges for transactions forecasted to take place in periods subsequent to 2009.

12. Subsequent Events

Issuance of Hillsborough County Industrial Development Authority Pollution Control Revenue Refunding Bonds (Tampa Electric Company Project), Series 2007

On Jul. 25, 2007, the Hillsborough County Industrial Development Authority (HCIDA) issued $125.8 million of HCIDA Pollution Control Revenue Refunding Bonds (Tampa Electric Company Project), Series 2007 (the Series 2007 Bonds) for the benefit of Tampa Electric Company, consisting of (a) $54.2 million Series 2007A Bonds due May 15, 2018, (b) $51.6 million of Series 2007B Bonds due Sep. 1, 2025, and (c) $20 million of Series 2007C Bonds due Nov. 1, 2020. Tampa Electric Company is responsible for payment of the interest and principal associated with the Series 2007 Bonds. The proceeds of this issuance, together with available cash, were used to call and retire on Aug. 1, 2007, (a) $54.2 million of the existing HCIDA Pollution Control Revenue Refunding Bonds (Tampa Electric Company Gannon Coal Conversion Project), Series 1992 (the Series 1992 Bonds), which had a maturity date of May 15, 2018 (b) $51.605 million of the existing HCIDA Pollution Control Revenue Refunding Bonds (Tampa Electric Company Project), Series 1990 (the Series 1990 Bonds), which had a maturity date of Sep. 1, 2025, and (c) $20 million of the existing HCIDA Pollution Control Revenue Bonds (Tampa Electric Company Project), Series 1993 (the Series 1993 Bonds), which had a maturity date of Nov. 1, 2020. Costs of the issuance were paid from available funds of Tampa Electric Company. Tampa Electric Company entered into a Loan and Trust Agreement with the HCIDA, as issuer, and The Bank of New York Trust Company, N.A., as trustee, in connection with the issuance of the Series 2007 Bonds.

The Series 2007 Bonds bear interest at an auction rate, which after an initial period for which the rate was set at 3.45% for each of the Series 2007A Bonds and the Series 2007B Bonds and at 3.65% for the Series 2007C Bonds, will be reset pursuant to an auction procedure at the end of every auction period, which was initially set at 7 days for the Series 2007A Bonds and the Series 2007B Bonds and 35 days for the Series 2007C Bonds. In connection with the issuance of the Series 2007 Bonds, Tampa Electric Company also entered into an insurance agreement with Financial Guaranty Insurance Company (the “Insurance Agreement”) pursuant to which Financial Guaranty Insurance Company issued a financial guaranty insurance policy (the “Policy”). The Policy provides insurance for Tampa Electric Company’s obligation for payment on the Series 2007 Bonds and allowed the Series 2007 Bonds to be issued at a lower interest rate than without such insurance in place. The terms of the Insurance Agreement will, among other things, limit Tampa Electric Company’s ability to incur certain liens without ratably securing the Series 2007 Bonds, subject to a number of exceptions.

At the end of any auction period, Tampa Electric Company may redeem all or any part of the Series 2007 Bonds at its option at a redemption price equal to the sum of the accrued and unpaid interest to the redemption date on the principal amount of the Series 2007 Bonds to be redeemed, plus 100% of the principal amount of the Series 2007 Bonds to be redeemed. The Series 2007 Bonds are also subject to special mandatory redemption in the event that interest payable on any Series 2007 Bonds has become subject to federal income tax in accordance with the Loan and Trust Agreement.

Redemption of Hillsborough County Industrial Development Authority Pollution Control Revenue Refunding Bonds (Tampa Electric Company Project), Series 1990, Hillsborough County Industrial Development Authority Pollution Control Revenue Refunding Bonds (Tampa Electric Company Gannon Coal Conversion Project), Series 1992, and Hillsborough County Industrial Development Authority Pollution Control Revenue Bonds (Tampa Electric Company Project), Series 1993

On Aug. 1, 2007, pursuant to the terms of the indenture governing $125.8 million of Hillsborough County Industrial Development Authority Pollution Control Revenue Refunding Bonds (Tampa Electric Company Project), Series 2007 and at Tampa Electric Company’s and the HCIDA’s direction, the trustee redeemed the Series 1990 Bonds, Series 1992 Bonds and Series 1993 Bonds. The redemption price was equal to 100% of par plus accumulated but unpaid distributions to Aug. 1, 2007.

 

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Item 2. MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS

This Management’s Discussion and Analysis 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 assumptions, and the company does not undertake to update that information or any other information contained in this Form 10-Q, except as may be required by law. Factors that could impact actual results include: regulatory actions by federal, state or local authorities; uncertainty related to any sale of TECO Transport; additional debt extinguishment costs or premiums associated with the early retirement of TECO Energy debt; unexpected capital needs or unanticipated reductions in cash flow that affect liquidity; the availability of adequate rail transportation capacity for the shipment of TECO Coal’s production; general economic conditions in Tampa Electric’s service area affecting energy sales; economic conditions, both national and international, affecting the demand for TECO Transport’s waterborne transportation services; 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, which are common during the summer months; commodity price and operating cost changes affecting the production levels and margins at TECO Coal and margins at TECO Transport, fuel cost recoveries and cash at Tampa Electric or natural gas demand at Peoples Gas; the ability of TECO Energy’s subsidiaries to operate equipment without undue accidents, breakdowns or failures; changes in electric tariffs or contract terms affecting TECO Guatemala’s operations; changes in the oil price relationship between the Department of Energy’s Producer First Purchase Price and oil futures prices as reported on NYMEX, which affects the synthetic fuel tax credit phase-out range; the actual change in inflation in 2007, which affects the final value of the synthetic fuel related tax credits; TECO Coal’s ability to successfully operate its synthetic fuel production facilities in a manner qualifying for the federal income tax credits; and TECO Coal’s exposure to any changes in law, regulation or administration that would retroactively impact the federal income tax credits from the production of synthetic fuel or the related benefits that have been recognized to date. Additional information is contained under “Risk Factors” in TECO Energy, Inc.’s Annual Report on Form 10-K for the period ended Dec. 31, 2006 as updated by the information contained in Item 1A of this Form 10-Q.

Earnings Summary - Unaudited

 

     Three months ended Jun. 30,    Six months ended Jun. 30,

(millions, except per share amounts)

   2007    2006    2007    2006

Consolidated revenues

   $ 866.5    $ 862.6    $ 1,687.8    $ 1,699.0
                           

Net income from continuing operations

     59.4      61.1      132.2      116.3

Discontinued operations

     14.3      1.4      14.3      1.4
                           

Net income

   $ 73.7    $ 62.5    $ 146.5    $ 117.7
                           

Average common shares outstanding

           

Basic

     208.9      207.7      208.8      207.6

Diluted

     210.0      208.6      209.7      208.6
                           

Earnings per share—basic

           

Continuing operations

   $ 0.28    $ 0.29    $ 0.63    $ 0.56

Discontinued operations

     0.07      0.01      0.07      0.01
                           

Earnings per share—basic

   $ 0.35    $ 0.30    $ 0.70    $ 0.57
                           

Earnings per share—diluted

           

Continuing operations

   $ 0.28    $ 0.29    $ 0.63    $ 0.55

Discontinued operations

     0.07      0.01      0.07      0.01
                           

Earnings per share—diluted

   $ 0.35    $ 0.30    $ 0.70    $ 0.56
                           

Operating Results

Three Months Ended Jun. 30, 2007:

Second quarter net income was $73.7 million or $0.35 per share, compared to $62.5 million or $0.30 per share in the second quarter of 2006. Second quarter net income and earnings per share from continuing operations was $59.4 million and $0.28 per share, respectively, compared to $61.1 million and $0.29 per share in the same period in 2006. In 2007, second quarter results reflected a $14.3 million tax benefit recorded in discontinued operations as a result of reaching a favorable conclusion with taxing authorities related to the 2005 disposition of the Union and Gila River merchant power plants.

In 2007, second-quarter net income from continuing operations included an $11.0 million, or $0.05 per share, net benefit to earnings from the production of synthetic fuel and the sale of the ownership interests in the synthetic fuel production facilities, compared to a cost of $0.7 million in the 2006 period. Second-quarter 2007 results also included an $8.3 million after-tax charge for transaction-related costs associated with the proposed sale of TECO Transport, which included, among other costs, a $4.1 million after-tax charge related to benefit plans. Results at TECO Transport included a $3.6 million after-tax benefit from not recording

 

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depreciation expense due to its classification as assets held for sale in the second quarter. Second-quarter 2006 results included $0.7 million of after-tax net benefits from an insurance recovery and costs for hurricane-related repairs at TECO Transport and an $8.1 million after-tax gain on the sale of the remaining McAdams Power Station assets.

Six Months Ended Jun. 30, 2007:

Year-to-date net income and earnings per share were $146.5 million or $0.70 per share in 2007, compared to $117.7 million or $0.57 per share in the same period in 2006. Year-to-date net income and earnings per share from continuing operations were $132.2 million or $0.63 per share in 2007, compared to $116.3 million or $0.56 per share in the same period in 2006.

Year-to-date 2007 net income included a $41.7 million, or $0.20 per share, net benefit to earnings from the production of synthetic fuel and the sale of the ownership interests in the synthetic fuel production facilities, compared to a net benefit of $9.3 million, or $0.05 per share, in the 2006 period. In addition to the second quarter factors, year-to-date results reflect the $1.8 million after-tax charge for transaction-related costs associated with the proposed sale of TECO Transport recorded in the first quarter. Year-to-date 2006 results included $2.0 million of net after-tax costs for hurricane-related repairs at TECO Transport and associated insurance recovery.

Tampa Electric Company – Electric division (Tampa Electric)

Net income for the second quarter was $34.7 million, compared with $37.1 million for the same period in 2006. Results for the quarter reflect lower retail energy sales due to mild weather, only partially offset by 2.2% average customer growth and increased sales to other utilities. Net income included $1.1 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, compared to $0.4 million included in the 2006 period. Interest expense increased $1.1 million after tax due to higher levels of long-term debt outstanding.

Operations and maintenance expense, excluding all Florida Public Service Commission (FPSC)-approved cost recovery clauses, increased $0.8 million after-tax in the second quarter of 2007, primarily reflecting higher employee-related costs, partially offset by lower planned outage requirements on power generating equipment compared to 2006.

Tampa Electric’s retail energy sales decreased 1.4% in the second quarter due to mild weather and changes in residential customers’ consumption patterns. Total heating and cooling degree-days for the Tampa area in the second quarter were 4% below normal and 2% below actual levels in 2006.

Year-to-date net income was $56.5 million, compared to $59.5 million in the 2006 period driven primarily by higher operations and maintenance expense and a lower contribution from the sale of excess sulfur dioxide (SO2) emissions credits. These results reflect 1.3% higher retail energy sales and off-system energy sales that were 10.5% lower than in the same period last year. The positive effects of 2.3% average retail customer growth were partially offset by total heating and cooling degree days that were 2% below normal but were 4% above 2006 actual degree days. Lower off-system energy sales were driven by the mild winter weather and lower contract sales in the first quarter of the year.

Excluding all FPSC-approved cost recovery clause related expenses, operations and maintenance expense increased by $3.4 million after tax, primarily due to higher employee-related costs, additional spending on the distribution system to comply with the FPSC-mandated storm hardening requirements and planned outage requirements on generating units. Net income also included $2.8 million of AFUDC – Equity related to the construction of the peaking generation units that entered service in April 2007, and the installation of NOx pollution control equipment, compared to $0.6 million included in the 2006 period.

Results for 2007 also reflect a $0.4 million after-tax benefit for the wholesale component of the sale of SO2 emissions credits sold in the second quarter compared to a $1.4 million after-tax benefit in 2006. In the second quarter of 2007, Tampa Electric sold approximately $17 million of excess SO2 emissions credits. While these sales primarily benefited retail customers through a reduced Environmental Cost Recovery Clause (ECRC) recovery charge, Tampa Electric recognized the benefit from the wholesale component of the sale of these credits in net income.

Purchased power for the quarter and year to date periods was higher than the corresponding periods in 2006, reflecting scheduled outage activity, including the outage of Big Bend Unit 4 in the first half of 2007 to complete the installation of SCR equipment. Because prudently incurred purchased power costs are recoverable through a cost recovery clause, changes in purchase power cost do not directly affect net income.

On Jul. 20, 2007 Tampa Electric filed a petition with the FPSC to demonstrate the need to build the 632-megawatt Polk Unit 6, a coal- and petroleum coke-fuel Integrated Gasification Combined Cycle (IGCC) facility on the site of its existing Polk Power Station. The estimated cost to build the IGCC unit was updated to $2 billion from a previously estimated cost in excess of $1.5 billion. To partially offset the higher costs associated with the IGCC unit, Tampa Electric plans to reduce all other capital spending $200 million in total in the 2008 through 2013 period.

A summary of Tampa Electric’s operating statistics for the three months and six months ended Jun. 30, 2007 and 2006 follows:

 

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     Operating Revenues     Kilowatt-hour sales  

(millions, except average customers)

   2007    2006    % Change     2007    2006    % Change  

Three months ended Jun. 30,

                

By Customer Type

                

Residential

   $ 238.4    $ 234.9    1.5     2,068.3    2,138.1    (3.3 )

Commercial

     160.3      151.7    5.7     1,598.2    1,602.0    (0.2 )

Industrial – Phosphate

     17.4      15.6    11.5     249.1    236.9    5.1  

Industrial – Other

     30.1      29.2    3.1     334.9    349.4    (4.1 )

Other sales of electricity

     43.4      40.4    7.4     425.2    415.7    2.3  

Deferred and other revenues (1)

     10.9      32.9    (66.9 )   —      —      —    
                                    
     500.5      504.7    (0.8 )   4,675.7    4,742.1    (1.4 )

Sales for resale

     17.6      17.8    (1.1 )   223.1    209.2    6.6  

Other operating revenue

     9.0      9.2    (2.2 )   —      —      —    

SO2 Allowance sales

     17.6      1.4    —       —      —      —    
                                    
   $ 544.7    $ 533.1    2.2     4,898.8    4,951.3    (1.1 )
                                    

Average customers (thousands)

     666.0      651.8    2.2          

Retail output to line (kilowatt hours)

           5,168.6    5,275.7    (2.0 )

Six months ended Jun. 30,

                

By Customer Type

                

Residential

   $ 454.7    $ 439.5    3.5     3,930.9    3,982.2    (1.3 )

Commercial

     306.9      285.1    7.6     3,057.0    2,995.6    2.0  

Industrial – Phosphate

     36.1      28.9    24.9     520.5    437.6    18.9  

Industrial – Other

     58.8      55.4    6.1     654.6    662.1    (1.1 )

Other sales of electricity

     83.9      77.1    8.8     817.2    785.8    4.0  

Deferred and other revenues (1)

     7.4      4.3    72.1     —      —      —    
                                    
     947.8      890.3    6.5     8,980.2    8,863.3    1.3  

Sales for resale

     33.1      38.3    (13.6 )   421.2    470.3    (10.4 )

Other operating revenue

     18.2      19.2    (5.2 )   —      —      —    

SO2 Allowance sales

     17.6      42.2    (58.3 )   —      —      —    
                                    
   $ 1,016.7    $ 990.0    2.7     9,401.4    9,333.6    0.7  
                                    

Average customers (thousands)

     665.4      650.3    2.3          

Retail output to line (kilowatt hours)

           9,580.9    9,538.7    0.4  

(1) Primarily reflects the timing of environmental and fuel clause recoveries.

Tampa Electric Company – Natural gas division (Peoples Gas)

Peoples Gas reported net income of $5.4 million for the second quarter, compared to $5.9 million in the same period in 2006. Quarterly results reflect lower off-system sales and volumes transported for industrial customers, which more than offset average customer growth of 2.1%, higher sales to retail customers and higher gas transportation volumes for power generation customers. Results also reflect higher non-fuel operations and maintenance costs and higher depreciation expense due to a routine depreciation study approved by the FPSC in January. Lower 2007 volumes for industrial customers, primarily asphalt and concrete producers, reflect the slowdown in the Florida housing market.

Year-to-date net income was $16.4 million, compared to $18.5 million in the 2006 period. Year-to-date results reflect 2.1% average customer growth, but were below 2006 net income due to the same factors as the second quarter. Also, sales to weather-sensitive residential customers were lower in the first quarter due to one of the warmest January’s on record, which limited the number of heating degree days.

Significant investment in system infrastructure, increased depreciation expenses, mandatory pipeline integrity spending, generally higher employee-related costs, and increased costs for materials and subcontractors combined with lower residential customer usage (due to price elasticity and more efficient appliances) has caused Peoples Gas’ projected return on equity to be lower than in the past. Peoples Gas is considering the potential of filing for a base rate increase.

A summary of PGS’ regulated operating statistics for the three months and six months ended Jun. 30, 2007 and 2006 follows:

 

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Tampa Electric Company – Natural gas division (Peoples Gas System)

 

     Operating Revenues     Therms  

(millions, except average customers)

   2007    2006    % Change     2007    2006    % Change  

Three months ended Jun. 30,

                

By Customer Type

                

Residential

   $ 31.0    $ 28.4    9.2     14.5    13.2    9.8  

Commercial

     41.4      38.9    6.4     92.1    88.6    4.0  

Industrial

     2.4      2.5    (4.0 )   48.4    54.9    (11.8 )

Off system sales

     53.6      53.0    1.1     65.9    69.0    (4.5 )

Power generation

     3.6      3.8    (5.3 )   117.1    114.1    2.6  

Other revenues

     9.4      9.3    1.1     —      —      —    
                                    
   $ 141.4    $ 135.9    4.0     338.0    339.8    (0.5 )

By Sales Type

                

System supply

     109.7      104.7    4.8     96.4    97.9    (1.5 )

Transportation

     22.3      21.9    1.8     241.6    241.9    (0.1 )

Other revenues

     9.4      9.3    1.1        —      —    
                                    
   $ 141.4    $ 135.9    4.0     338.0    339.8    (0.5 )
                                    

Average customers (thousands)

     335.2      328.3    2.1          

Six months ended Jun. 30,

                

By Customer Type

                

Residential

   $ 85.4    $ 90.6    (5.7 )   43.6    44.5    (2.0 )

Commercial

     91.7      95.0    (3.5 )   199.6    198.2    0.7  

Industrial

     4.9      5.4    (9.3 )   99.8    112.8    (11.5 )

Off system sales

     100.4      102.3    (1.9 )   128.6    126.2    1.9  

Power generation

     6.3      6.6    (4.5 )   182.6    180.7    1.1  

Other revenues

     20.3      20.8    (2.4 )   —      —      —    
                                    
   $ 309.0    $ 320.7    (3.6 )   654.2    662.4    (1.2 )

By Sales Type

                

System supply

     242.4      253.5    (4.4 )   208.5    207.6    0.4  

Transportation

     46.3      46.4    (0.2 )   445.7    454.8    (2.0 )

Other revenues

     20.3      20.8    (2.4 )   —      —      —    
                                    
   $ 309.0    $ 320.7    (3.6 )   654.2    662.4    (1.2 )
                                    

Average customers (thousands)

     335.1      328.2    2.1          

TECO Coal

TECO Coal achieved second quarter net income of $20.8 million, compared to $13.4 million in the same period in 2006. These results include an $11.0 million benefit related to synthetic fuel production in 2007, compared to a $0.7 million net cost from synthetic fuel in 2006.

Second quarter total sales were 2.2 million tons, including 1.5 million tons of synthetic fuel, compared to 2.4 million tons, including 1.5 million tons of synthetic fuel, in the second quarter of 2006. Compared to the second quarter in 2006, results reflect a 3% lower average net selling price per ton across all products, which excludes transportation allowances, reflecting a sales mix in the quarter more heavily weighted to lower priced steam coal. Sales volumes were lower than in 2006 due to planned reductions in response to weaker market conditions and continued high inventories at customers’ facilities. In 2007, the cash cost of production per ton was essentially unchanged from the second quarter of 2006, but was more than 3% below the average cost of production experienced in the full year 2006 as a result of equipment relocations and other actions taken in 2006 to stabilize production costs.

The $11.0 million of benefits from the production of synthetic fuel in the second quarter reflect a $7.9 million reduction in earnings benefits due to an estimated 19% phase-out of synthetic fuel tax credits. This phase-out reflects an estimated 2007 annual average oil price of $66/Bbl on a NYMEX basis, reflecting actual and oil futures prices at the end of the quarter. This compares to a 63% phase out and a $23.9 million reduction in the 2006 period. The results for synthetic fuel production this quarter also reflect a

 

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$4.3 million after-tax expense from adjusting to market the valuation of the oil price hedges placed to protect the 2007 synthetic fuel benefits against high oil prices. In 2006, second quarter results included a $3.2 million after-tax benefit from mark-to-market adjustments.

TECO Coal has in place oil price hedge instruments that protect against the risk of high oil prices, reducing the value of the tax credits related to the production of synthetic fuel in 2007. The hedges protect the full gross cash benefits expected from the third-party investors for the production of synthetic fuel over the full expected average annual oil price phase-out range. Since the oil price hedges in place should provide approximately a dollar-for-dollar recovery of lost synthetic fuel revenues in the event of a phase out, TECO Coal expects full-year benefits from the production of synthetic fuel to be approximately $100 million of net cash and $65 million of net income, regardless of oil price levels. However, oil price volatility and mark-to-market accounting may introduce significant variation into quarterly results from synthetic fuel production. Actual and forecasted net income from synthetic fuel production reflects the expected 35% tax rate applied to synthetic fuel related earnings, rather than TECO Coal’s lower overall effective tax rate, which includes depletion.

The phase-out range for the synthetic fuel tax credits will be based on oil prices represented by the annual average of Producer First Purchase Prices reported by the U.S. Department of Energy. Based on the historical relationship of these prices to NYMEX prices, TECO Coal estimates the initial phase-out level for 2007 to begin at $63/Bbl on a NYMEX basis and that the tax credits would be fully phased out at $79/Bbl on a NYMEX basis. Final calculations of any reductions in benefits will not be made until after the end of the year when final oil prices are known. Changes in oil prices may cause a quarterly adjustment to results that may be either positive or negative, depending on oil futures prices at the end of each quarter.

TECO Coal recorded year-to-date net income of $63.2 million in 2007, compared to $38.1 million in the 2006 period. Year-to-date 2007 results include $41.7 million of benefits associated with the production of synthetic fuel, compared to $9.3 million of synthetic fuel benefits for the 2006 period.

Year-to-date 2007 total sales were 4.3 million tons, including 2.8 million tons of synthetic fuel, compared to 4.9 million tons, including 3.0 million tons of synthetic fuel, in the 2006 period. Results in 2007 reflect an average net per ton selling price across all products, which excludes transportation allowances, that was essentially unchanged from 2006. In 2007, the cash cost of production for the year-to-date period was essentially unchanged from 2006 but was 3% below the full year 2006 cash cost of production. Results also reflect a $1.6 million after-tax benefit in the first quarter of 2007 from the true-up of the 2006 synthetic fuel tax credit rate.

The year-to-date $41.7 million of benefits from the production of synthetic fuel reflect a $12.2 million after tax reduction in earnings benefits due to the estimated 19% phase out. This compares to the 63% phase out and a $34.8 million reduction in the 2006 year-to-date period. The year-to-date results for synthetic fuel production also reflect an $8.0 million after-tax benefit from adjusting to market the valuation of the oil price hedges placed to protect the 2007 synthetic fuel benefits against high oil prices. In 2006, year-to-date results included a $4.6 million after-tax benefit from mark-to-market adjustments.

TECO Transport

TECO Transport recorded second quarter 2007 net income of $9.6 million, compared to $6.5 million in the same period in 2006. Because of the asset held for sale classification of TECO Transport, the recording of depreciation was discontinued as of Apr. 1, 2007. TECO Transport’s second quarter results exclude $3.6 million of after-tax depreciation that would have been otherwise recorded. Second quarter results in 2006 included a $1.5 million after-tax insurance recovery and $0.8 million of after-tax direct costs associated with Hurricane Katrina damage.

Second quarter results in 2007 reflect continued strength in river barge utilization and increased third-party volumes at TECO Bulk Terminal, partially offset by lower Tampa Electric and phosphate product movements. Results also reflect higher employee-related costs and the negative impact of the timing and duration of a planned shipyard period for a tonnage tax qualified vessel. The tonnage tax provision reduces taxes on income earned by U.S. flag vessel engaged in full-time international trade, thus achieving the same tax treatment that international flag vessels receive, which keeps U.S. flag vessels competitive with non-U.S. flag vessels.

Year-to-date net income was $16.0 million in 2007, compared to $11.6 million in the 2006 period. Year-to-date 2007 results excluded the depreciation expense described above. Year-to-date results in 2006 included $2.0 million of after-tax direct costs associated with damage from Hurricane Katrina, net of the $1.5 million after-tax insurance recovery. These results reflect primarily the same factors as the second quarter, as well as higher repair costs related to first-quarter shipyard periods for oceangoing vessels. Results in 2007 also include a $0.8 million after-tax benefit related to the sale of scrap river barges and equipment no longer used at TECO Barge Line.

TECO Guatemala

TECO Guatemala reported second quarter net income of $12.8 million in 2007, compared to $8.7 million in the 2006 period. Year-to-date 2007 net income was $23.1 million, compared to $17.3 million in the 2006 period. The 2007 second quarter and year-to-date results reflect higher wheeling revenues, customer growth and higher energy sales, cost control and lower operating expenses at EEGSA and affiliated companies. The earnings from the unregulated EEGSA affiliated companies (DECA II), which provide, among other things, electricity transmission services, telecommunication carrier service, wholesale power sales to unregulated electric customers and engineering services, increased in both periods from fundamental growth in the businesses. The San José Power Station had 7% and 4% higher contract energy sales in both the quarter and year-to-date periods, respectively, and spot energy sales

 

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increased 11% and 13% in the quarter and year-to-date periods, respectively. The Alborada Power Station benefited from lower property insurance costs and higher capacity payments as scheduled under its contract. Interest expenses decreased in both periods due to lower interest rates and lower debt project-debt balances and interest income increased on higher cash balances. Results for EEGSA and affiliated companies also include a $1.9 million after-tax benefit related to an adjustment to previously estimated year-end equity balances.

Other and Eliminations

The cost for “Parent/other” in the second quarter was $23.9 million after tax, compared to a cost of $10.5 million after tax in the same period in 2006. The 2007 cost for “Parent/other” in the second quarter included $8.3 million of after-tax charges related to the proposed sale of TECO Transport. In 2006 “Parent/other” costs included an $8.1 million after-tax gain on the sale of the remaining assets of the unfinished McAdams Power Station, which had been previously impaired. Total parent interest expense declined by $4.2 million after tax in the second quarter of 2007 reflecting parent debt retirement.

The year-to-date “Parent/other” cost was $43.0 million after tax in 2007, compared to $28.7 million after tax in the 2006 period. The year-to-date cost was driven by the same factors as the quarter and the $1.8 million of after-tax charges related to the proposed sale of TECO Transport recorded in the first quarter. Year-to-date 2007 total parent interest expense declined by $5.9 million after tax.

Discontinued Operations

Second quarter and year-to-date net income from discontinued operations was $14.3 million in 2007, compared to $1.4 million in the same period of 2006. Results from discontinued operations in 2007 reflect a favorable conclusion reached with taxing authorities related to the 2005 disposition of the Union and Gila River merchant power plants. Results from discontinued operations in 2006 primarily reflect recoveries of amounts previously written-off from the smaller unregulated energy-related businesses that were sold in prior years.

Interest Charges

Total interest charges for the three months and six months ended Jun. 30, 2007 were $65.7 million and $132.8 million, respectively, compared to $70.0 million and $139.0 million for the three months and six months ended Jun. 30, 2006, respectively. Interest expense for the second quarter was lower than that for the 2006 period, due to the parent debt redemption and refinancing activities, including the retirement of $300 million of 6.125% notes in May 2007, $100 million of 8.5% junior subordinated notes in December 2006 and $71.4 million of 5.93% junior subordinated notes in January 2007, partially offset by the issuance of $250 million aggregate principal amount of 6.55% notes by Tampa Electric Company in May 2006.

Income Taxes

The provisions for income taxes from continuing operations for the 2007 second quarter and year-to-date periods were $25.3 million and $57.1 million, respectively, compared to $27.3 million and $50.0 million for the same periods in 2006. In addition to the tax on recurring operations, the 2007 and 2006 expense includes a tax benefit related to the application of the “tonnage tax” to qualified vessels.

During the six months ended Jun. 30, 2007 and 2006, the company experienced a number of events that have impacted the overall effective tax rate on continuing operations. These events included a permanent reinvestment of foreign income under APB 23, reduction of income tax expense under the new “tonnage tax” regime, depletion, and repatriation of foreign source income to the United States.

Liquidity and Capital Resources

The table below sets forth the Jun. 30, 2007 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.

 

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     Balances as of Jun. 30, 2007

(in millions)

   Consolidated    Tampa Electric    Unregulated
Companies
   Parent

Credit facilities

   $ 675.0    $ 475.0    $ —      $ 200.0

Drawn amounts / LCs

     9.5      —        —        9.5
                           

Available credit facilities

     665.5      475.0      —        190.5

Cash and short-term investments

     238.3      102.7      31.7      103.9
                           

Total liquidity

   $ 903.8    $ 577.7    $ 31.7    $ 294.4
                           

Consolidated restricted cash (not included above)

   $ 37.4    $ —      $ 30.2    $ 7.2

Consolidated restricted cash of $37.4 million included $30.0 million held in escrow until the end of 2007 related to the sale of an interest in the synthetic coal production facilities. Consolidated cash and short-term investments included $13.3 million of cash at the unregulated operating companies for normal operations and $18.4 million of consolidated short-term investments at TECO Guatemala held offshore due to the tax deferral strategy associated with EEGSA. In addition to consolidated cash, as of Jun. 30, 2007, unconsolidated affiliates owned by TECO Guatemala, CGESJ (San José) and TCAE (Alborada), had unrestricted cash balances of $14.5 million and restricted cash of $8.2 million, which are not included in the table above.

Covenants in Financing Agreements

In order to utilize their respective bank credit facilities, TECO Energy and Tampa Electric Company must meet certain financial tests as defined in the applicable agreements. In addition, TECO Energy, Tampa Electric Company and other operating companies have certain restrictive covenants in specific agreements and debt instruments. TECO Energy, Tampa Electric Company and the other operating companies are in compliance with all applicable financial covenants. The table that follows lists the covenants and the performance relative to them at Jun. 30, 2007. Reference is made to the specific agreements and instruments for more details.

Significant Financial Covenants

 

(millions, unless otherwise indicated)
Instrument

  

Financial Covenant (1)

  

Requirement/Restriction

  

Calculation at Jun. 30, 2007

Tampa Electric Company

        

PGS senior notes

   EBIT/interest (2)    Minimum of 2.0 times    3.0 times
   Restricted payments    Shareholder equity at least $500    $1,721
   Funded debt/capital    Cannot exceed 65%    55.1%
   Sale of assets    Less than 20% of total assets    0%

Credit facility (3)

   Debt/capital    Cannot exceed 65%    53.8%

Accounts receivable credit facility (3)

   Debt/capital    Cannot exceed 65%    53.8%

6.25% senior notes

   Debt/capital    Cannot exceed 60%    53.8%
   Limit on liens (5)    Cannot exceed $700    $126 liens outstanding

Insurance agreements relating to pollution bonds

   Limit on liens (5)   

Cannot exceed $378 (7.5 % of

net assets)

   $0 liens outstanding

TECO Energy

        

Credit facility (3)

   Debt/EBITDA (2)    Cannot exceed 5.00 times    3.9 times
   EBITDA/interest (2)    Minimum of 2.60 times    3.7 times
   Limit on additional indebtedness    Cannot exceed $614    $0
   Dividend restriction (4)    Cannot exceed $51 per quarter    $41

$300 million note indenture

   Limit on liens (5)    Cannot exceed $299 (5% of tangible assets    $0 liens outstanding

$100 million and $200 million note indentures

   Restrictions on secured debt (5)    (6)    (6)

TECO Diversified

        

Coal supply agreement guarantee

   Dividend restriction    Net worth not less than $430 (40% of tangible net assets)    $591

 

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(1) As defined in each applicable instrument.
(2) EBIT generally represents earnings before interest and taxes. EBITDA generally represents EBIT before depreciation and amortization. However, in each circumstance, the term is subject to the definition prescribed under the relevant agreements.
(3) See description of credit facilities in Note 6 to the TECO Energy, Inc. Consolidated Condensed Financial Statements.
(4) TECO Energy cannot declare quarterly dividends in excess of the restricted amount unless liquidity projections, demonstrating sufficient cash or cash equivalents to make each of the next three quarterly dividend payments are delivered to the Administrative Agent.
(5) If the limitation on liens is exceeded the company is required to provide ratable security to the holders of these notes.
(6) The indentures for these notes contain restrictions which limit secured debt of TECO Energy if secured by Principal Property or Capital Stock or indebtedness of directly held subsidiaries (with exceptions as defined in the indentures) without equally and ratably securing these notes.

Off-Balance Sheet Financing

Unconsolidated affiliates have project debt balances as follows at Jun. 30, 2007. TECO Energy has no debt payment obligations with respect to these financings. Although the company is not directly obligated on the debt, the equity interest in those unconsolidated affiliates and our commitments with respect to those projects are at risk if those projects are not operated successfully.

 

(millions)

   Long-term Debt    Ownership Interest  

San José Power Station

   $ 78.2    100 %

Alborada Power Station

   $ 10.9    96 %

Empresa Electrica de Guatemala S.A. (EEGSA)

   $ 215.3    24 %

Outlook

Earnings

TECO Energy indicated in February an outlook for 2007 results from continuing operations within a range of $0.97 and $1.07 per share, excluding charges, gains and benefits from the production of synthetic fuel, but including results from TECO Transport for the full year. In 2007, reported GAAP net income will include the benefits of synthetic fuel production. TECO Energy will continue to provide information regarding the benefits from synthetic fuel production included in TECO Coal’s net income.

The February guidance was provided in the form of a range to allow for varying outcomes with respect to important variables such as weather and customer usage at the Florida utilities, pricing and demand for production at TECO Coal above contract amounts, and prices and demand for waterborne transportation services. Year-to-date Tampa Electric has experienced total degree days 4% below normal and lower residential per customer usage due to mild weather and changes in residential customers’ usage patterns. At Peoples Gas, mild winter weather reduced year-to-date sales, and customer growth has slowed due to the housing market slowdown. At TECO Coal, commodity coal prices remain weaker than 2006, and inventories remain high at customers’ facilities. Excluding any offsetting factors, the items discussed above are expected to limit the probability of TECO Energy earning at the upper end of the guidance range provided in February.

Consistent with the guidance that was provided in February and for the remainder of 2007, Tampa Electric expects customer and weather-normalized energy sales growth, higher AFUDC and Environmental Cost Recovery Clause-related earnings on its first NOx control project that entered service in May. Peoples Gas expects customer growth and therm sales growth to be more than offset by the effects of higher operation and maintenance expense and higher depreciation expense. TECO Coal expects total sales volumes below 2006 due to soft market conditions and per-ton average margins similar to 2006 levels; however, TECO Coal now expects total sales to be at the lower end of the previously provided range of 9.0 to 9.5 million tons in 2007. TECO Transport expects higher rates and improved operating efficiencies. TECO Guatemala previously indicated earnings for 2007 would be consistent with 2006 levels; however TECO Guatemala now expects 2007 earnings to be above 2006 levels given the strong year-to-date performance. Costs at the TECO Energy parent level are expected to decline due to debt retirement actions partially offset by lower investment income due to lower cash balances.

Effective Mar. 31, 2007 the assets and liabilities associated with TECO Transport were reclassified for balance sheet purposes as assets and liabilities held for sale. In accordance with the provisions of SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets (FAS 144), effective April 1, depreciation was no longer recorded for the TECO Transport assets. Also in accordance with the provisions of FAS 144, as a result of its significant continuing involvement with Tampa Electric related to the waterborne transportation of solid fuel, the results of TECO Transport will continue to be reflected in continuing operations.

Capital Expenditures

As previously reported, Tampa Electric’s next baseload generating capacity addition is expected to be required in 2013, and its preferred option is to self-build a 632 megawatt coal- and petroleum coke fuel Integrated Gasification Combined Cycle (IGCC) unit. The construction of the baseload unit was contingent on several factors.

 

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On Jul. 20, 2007, Tampa Electric filed a petition with the Florida Public Service Commission to demonstrate the need to build the 632-megawatt Polk Unit 6 IGCC unit on the site of its existing Polk Power Station in Polk County Florida.

In connection with the need application filing, Tampa Electric updated its cost estimate for Polk Unit 6 based on preliminary estimates by various equipment suppliers, and estimated material quantities and construction costs. The current estimate for the total cost for Polk Unit 6 is approximately $2 billion, which includes an estimated $1.6 billion for engineering, procurement and construction, with approximately $400 million in additional related costs, such as transmission infrastructure, environmental permitting, project management, staffing and training, and contingency costs. The current forecast calls for expenditures of $1,778 million in the 2007 – 2011 period with the peak spending in 2010, and $235 million primarily in 2012 to complete construction.

In conjunction with updating the estimated cost for the IGCC unit, Tampa Electric is reviewing other capital spending plans including the need for additional peaking generation. In addition to optimizing the timing of the capital expenditures for Polk Unit 6, Tampa Electric plans to reduce other capital spending a total of $200 million in the 2008 through 2013 period to partially offset the increased cost estimate for the IGCC unit, as shown in the table below.

 

     Capital Expenditures

(millions)

   2007    2008    2009-2011    Total

Tampa Electric

           

Polk Unit 6

   $ 15    $ 160    $ 1,603    $ 1,778

All other capital

     400      405      994      1,799
                           

Total Tampa Electric

     415      565      2,597      3,577

All other companies(1)

     123      113      325      561
                           

Total Capital

   $ 538    $ 678    $ 2,922    $ 4,138
                           

(1) Unchanged from prior forecast.

In June 2007, Florida’s Governor signed legislation that provided for, among other things, the recovery of pre-construction costs and carrying costs of construction through the capacity cost recovery clause and a base rate increase when the plant is put in service to recover the costs of the plant. The recovery of carrying costs of construction during the construction period is expected to provide significant cash which is expected to be used to fund the construction of the plant.

Critical Accounting Policies and Estimates

As of Jan. 1, 2007, the company adopted FIN 48, Accounting for Uncertainty in Income Taxes. As a result, the company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. See Note 4 to the TECO Energy, Inc. Notes to Consolidated Condensed Financial Statements for more discussion.

The company continues to make quarterly estimates for the synthetic fuel tax credit related benefits. This estimate is discussed more fully in Note 1 to the TECO Energy, Inc. Notes to Consolidated Condensed Financial Statements under the heading, Other Income and Minority Interest.

Environmental Matters

In connection with a Climate Change Summit meeting in Miami in July 2007, the governor of Florida signed three executive orders aimed at reducing greenhouse gas emissions in the state. One of the executive orders has elements specifically affecting electric utilities in the state, including 1) a directive that the Department of Environmental Protection (DEP) develop rules for the adoption of goals for reductions of greenhouse gases within the state to 2000 levels by 2017, to 1990 levels by 2025, and by 80 percent of 1990 levels by 2050 and 2) a directive that the FPSC initiate rulemaking for a Renewable Portfolio Standard of 20% with a focus on solar and wind energy, an industry standard for interconnection of distributed generation, and rules to enable net metering for customers owning renewable generators of up to one MW of capacity. Other areas addressed in the executive orders include motor vehicle emission standards, revisions to building codes to increase energy performance of new construction, standards to increase the energy efficiency of consumer products, and direction to state government to reduce emissions in their operations. The DEP and FPSC rulemaking processes are expected to begin by August 2007.

Tampa Electric is committed to developing and implementing energy efficiency, conservation and renewable energy programs. In June 2007, Tampa Electric filed with the FPSC for permission to expand its conservation offerings to both residential and business customers, and also issued a Request for Proposal for 150 megawatts of renewable energy produced in Florida. Tampa Electric is seeking electrical, mechanical or thermal energy produced from a method that uses one or more of the following fuels or energy sources: hydrogen, biomass, solar energy, geothermal energy, wind energy, ocean energy, waste heat or hydroelectric power.

 

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Tampa Electric currently emits approximately 15 million tons of CO2 per year. With a projected annual growth of electricity demand of 2.5%, Tampa Electric estimates an approximately 30% increase to approximately 20 million tons in 2020 due to the planned additional generation to meet customer growth. This level would be substantially the same as, or slightly below 1998 levels. In addition, Tampa Electric belongs to the U.S. Department of Energy’s Climate Challenge program and participates in the Chicago Climate Exchange, a voluntary but legally binding cap-and-trade program dedicated to reducing greenhouse gas emissions. Because of Tampa Electric’s membership in the Chicago Climate Exchange, its CO2 emissions are measured through the use of emissions monitoring equipment and audited annually by the National Association of Securities Dealers, which has certified the results thus far.

 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We are exposed to changes in interest rates primarily as a result of our borrowing activities. We may enter into futures, swaps and option contracts, in accordance with the approved risk management policies and procedures, to moderate this exposure to interest rate changes and achieve a desired level of fixed and variable rate debt. As of Jun. 30, 2007, there was no significant change in our exposure to interest rate risk since Dec. 31, 2006.

Credit Risk

We are exposed to credit risk as a result of our purchases and sales of energy commodities and related hedging activities. As of Jun. 30, 2007, there was no significant change in our exposure to credit risk since Dec. 31, 2006.

Commodity Risk

We face varying degrees of exposure to commodity risks—including coal, natural gas, fuel oil and other energy commodity prices. Any changes in prices could affect the prices these businesses charge, their operating costs and the competitive position of their products and services and do affect the net fair value of derivatives. We assess and monitor risk using a variety of measurement tools based on the degree of exposure of each operating company to commodity risk. Our most significant commodity risk exposure in 2007 is the potential effect of high oil prices on our earnings and cash flows from synthetic fuel operations. In January and April of 2007, we entered into oil price hedge instruments to protect against this commodity risk exposure, as discussed more fully in the Operating Results – TECO Coal section of MD&A.

The following tables summarize the changes in and the fair value balances of energy derivative assets (liabilities) for the six months ended Jun. 30, 2007:

 

Changes in Fair Value of Energy Derivatives (millions)

 

Net fair value of derivatives as of Dec. 31, 2006

   $ (66.8 )

Additions and net changes in unrealized fair value of derivatives

     59.6  

Changes in valuation techniques and assumptions

     —    

Realized net settlement of derivatives

     37.9  
        

Net fair value of energy derivatives as of Jun. 30, 2007

   $ 30.7  

Roll-Forward of Energy Derivative Net Assets (Liabilities) (millions)

 

Total energy derivative net liabilities as of Dec. 31, 2006

   $ (66.8 )

Change in fair value of net derivative assets:

  

Recorded as regulatory assets and liabilities or other comprehensive income

     16.2  

Recorded in earnings

     12.3  

Realized net settlement of derivatives

     37.9  

Net option premium payments

     31.1  

Net purchase (sale) of existing contracts

     —    
        

Net fair value of energy derivatives as of Jun. 30, 2007

   $ 30.7  
        

 

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Below is a summary table of sources of fair value, by maturity period, for energy derivative contracts at Jun. 30, 2007:

Maturity and Source of Energy Derivative Contracts Net Assets (Liabilities) at Jun. 30, 2007

 

Contracts Maturing in

   Current     Non-current    Total Fair Value  

Source of fair value (millions)

       

Actively quoted prices

   $ (21.2 )   $ 1.4    $ (19.8 )

Other external sources (1)

     —         —        —    

Model prices (2)

     50.5       —        50.5  
                       

Total

   $ 29.3     $ 1.4    $ 30.7  
                       

(1) Information from external sources includes information obtained from OTC brokers, industry price services or surveys and multiple-party on-line platforms.
(2) Model prices are used for determining the fair value of energy derivatives where price quotes are infrequent or the market is illiquid. Significant inputs to the models are derived from market-observable data and actual historical experience.

For all unrealized energy derivative contracts, the valuation is an estimate based on the best available information. Actual cash flows could be materially different from the estimated value upon maturity.

 

Item 4. CONTROLS AND PROCEDURES

TECO Energy, Inc.

 

(a) Evaluation of Disclosure Controls and Procedures. TECO Energy’s management, with the participation of its principal executive officer and principal financial officer, has evaluated the effectiveness of TECO Energy’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this quarterly report (the Evaluation Date). Based on such evaluation, TECO Energy’s principal financial officer and principal executive officer have concluded that, as of the Evaluation Date, TECO Energy’s disclosure controls and procedures are effective.

 

(b) Changes in Internal Controls. There was no change in TECO Energy’s internal control over financial reporting (as defined in Rules 13a–15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of TECO Energy’s internal controls that occurred during TECO Energy’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, such controls.

Tampa Electric Company

 

(a) Evaluation of Disclosure Controls and Procedures. Tampa Electric Company’s management, with the participation of its principal executive officer and principal financial officer, has evaluated the effectiveness of Tampa Electric Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this quarterly report (the Evaluation Date). Based on such evaluation, Tampa Electric Company’s principal financial officer and principal executive officer have concluded that, as of the Evaluation Date, Tampa Electric Company’s disclosure controls and procedures are effective.

 

(b) Changes in Internal Controls. There was no change in Tampa Electric Company’s internal control over financial reporting (as defined in Rules 13a–15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of Tampa Electric Company’s internal controls that occurred during Tampa Electric Company’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, such controls.

 

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PART II. OTHER INFORMATION

 

Item 1. LEGAL PROCEEDINGS

See Commitments and Contingencies, Note 10 and Subsequent Events, Note 14 to the TECO Energy, Inc. Consolidated Condensed Financial Statements and Subsequent Events, Note 12 to the Tampa Electric Company Consolidated Condensed Financial Statements, for updates to legal proceedings previously disclosed in the company’s Annual Report on Form 10-K for the period ended Dec. 31, 2006.

 

Item 1A. RISK FACTORS

Information regarding risk factors appears in Item 1A to the Annual Report on Form 10-K for the year ended Dec. 31, 2006 of TECO Energy and Tampa Electric Company. The risk factor described below updates, and should be read in conjunction with, the risk factors identified in the Annual Report on Form 10-K for the period ended Dec. 31, 2006.

Our financial condition and results could be adversely affected if our capital expenditures are greater than forecast.

We are forecasting higher levels of capital expenditures, primarily at Tampa Electric, for compliance with our environmental consent decree, to support normal customer growth, to comply with the FPSC’s mandated design changes to harden transmission and distribution facilities against hurricane damage, and to improve coal-fired generating unit reliability. We have also filed a petition with the FPSC to demonstrate Tampa Electric’s need to build its next baseload generating unit, a 632 megawatt Integrated Coal Gasification Combined Cycle (IGCC) facility. The petition was filed based on preliminary cost estimates which are subject to significant revisions at the time detailed design is performed, materials are purchased and actual construction performed. The updated planned capital expenditures based on Tampa Electric’s preliminary estimates are shown in the Capital Expenditures section of MD&A.

Our capital expenditures may exceed the estimated amount. If we are unable to maintain capital expenditures at the forecasted levels, or achieve the targeted reductions on Tampa Electric’s other capital expenditures, we may need to draw on credit facilities or access the capital markets on unfavorable terms. We cannot be sure that we will be able to obtain additional financing, in which case our financial position, earnings and credit ratings could be adversely affected.

 

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table shows the number of shares of TECO Energy common stock deemed to have been repurchased by TECO Energy.

 

    

(a)

Total Number of
Shares (or Units)
Purchased (1)

  

(b)

Average Price Paid
per Share (or Unit)

  

(c)

Total Number of Shares (or
Units) Purchased as Part of
Publicly Announced Plans
or Programs

  

(d)

Maximum Number (or
Approximate Dollar Value)
of Shares (or Units) that
May Yet Be Purchased
Under the Plans or
Programs

Apr. 1, 2007 – Apr. 30, 2007

   22,303    $ 18.09    —      —  

May 1, 2007 – May 31, 2007

   7,233    $ 17.47    —      —  

Jun. 1, 2007 – Jun. 30, 2007

   5,409    $ 16.82    —      —  
                     

Total 2nd Quarter 2007

   34,945    $ 17.77    —      —  

(1) These shares were not repurchased through a publicly announced plan or program, but rather relate to compensation or retirement plans of the company. Specifically, these shares represent shares delivered in satisfaction of the exercise price and/or tax withholding obligations by holders of stock options who exercised options (granted under TECO Energy’s incentive compensation plans), shares delivered or withheld (under the terms of grants under TECO Energy’s incentive compensation plans) to offset tax withholding obligations associated with the vesting of restricted shares and shares purchased by the TECO Energy Group Retirement Savings Plan pursuant to directions from plan participants or dividend reinvestment.

 

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Annual Meeting of Shareholders held on May 2, 2007, the shareholders of TECO Energy, Inc. elected four directors and ratified the actions taken by the Audit Committee appointing PricewaterhouseCoopers LLP as TECO Energy, Inc.’s independent auditor. The following table details the voting results:

 

     Votes Cast For    Votes Cast Against    Abstentions    Broker Non-Vote

Election of Directors

           

J. P. Lacher

   183,384,481    4,101,371      

T. L. Rankin

   183,303,431    4,182,421      

W. D. Rockford

   183,404,345    4,081,507      

J. T. Touchton

   181,839,683    5,646,169      

Resolution to ratify appointment by Audit Committee of PricewaterhouseCoopers LLP as independent auditor.

   183,295,027    2,613,383    1,577,422   

 

Item 6. EXHIBITS

Exhibits—See index on page 53.

 

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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, thereunto duly authorized.

 

   

TECO ENERGY, INC.

  (Registrant)
Date: August 3, 2007   By:  

/s/ G. L. GILLETTE

    G. L. GILLETTE
   

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

 

TAMPA ELECTRIC COMPANY

  (Registrant)
Date: August 3, 2007   By:  

/s/ G. L. GILLETTE

    G. L. GILLETTE
    Senior Vice President – Finance and Chief Financial Officer (Principal Financial Officer)

 

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INDEX TO EXHIBITS

 

Exhibit No.

  

Description

  3.1    *    Articles of Incorporation of TECO Energy, Inc., as amended on Apr. 20, 1993 (Exhibit 3, Form 10-Q for the quarter ended Mar. 31, 1993 of TECO Energy, Inc.).
  3.2    *    Bylaws of TECO Energy, Inc., as amended effective Jul. 6, 2004 (Exhibit 3.2, Registration Statement on Form S-4 No. 333-117701 of TECO Energy, Inc.).
  3.3    *    Articles of Incorporation of Tampa Electric Company (Exhibit 3, Registration Statement No. 2-70653 of Tampa Electric Company).
  3.4    *    Bylaws of Tampa Electric Company, as amended effective Apr. 16, 1997 (Exhibit 3, Form 10-Q for the quarter ended Jun. 30, 1997 of Tampa Electric Company).
  4.1    *    Loan and Trust Agreement dated as of May 1, 2007 between Tampa Electric Company and The Bank of New York Trust Company, N.A., as trustee (including the form of Bond) (Exhibit 4.1, Form 8-K dated May 14, 2007 of Tampa Electric Company).
  4.2    *    Sixth Supplemental Indenture dated as of May 25, 2007 between Tampa Electric Company and The Bank of New York, as trustee, supplementing the Indenture dated as of Jul. 1, 1998, as amended (Exhibit 4.18, Form 8-K dated May 25, 2007 of Tampa Electric Company).
  4.3    *    6.15% Notes due 2037 (Exhibit 4.19, Form 8-K dated May 25, 2007 of Tampa Electric Company).
10.1    *    Second Amended and Restated Credit Agreement dated as of May 9, 2007, among TECO Finance, Inc., as Borrower, TECO Energy, Inc. as Guarantor, JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders and LC Issuing Banks party thereto (Exhibit 4.1, Form 8-K dated May 9, 2007 of TECO Energy, Inc.).
10.2    *    Second Amended and Restated Credit Agreement dated as of May 9, 2007, among Tampa Electric Company, as Borrower, Citibank, N.A., as Administrative Agent, and the Lenders and LC Issuing Banks party thereto (Exhibit 4.2, Form 8-K dated May 9, 2007 of Tampa Electric Company).
10.3    *    Insurance Agreement dated as of May 14, 2007 between Tampa Electric Company and Financial Guaranty Insurance Company (Exhibit 10.1, Form 8-K dated May 14, 2007 of Tampa Electric Company).
10.4       Retention and Voluntary Retirement Agreement and General Release dated as of Jun. 11, 2007 between TECO Energy, Inc. and S. M. McDevitt.
10.5       Consulting Agreement dated as of Jun. 11, 2007 between TECO Energy, Inc. and S. M. McDevitt.
12.1       Ratio of Earnings to Fixed Charges - TECO Energy, Inc.
12.2       Ratio of Earnings to Fixed Charges - Tampa Electric Company.
31.1       Certification of the Chief Executive Officer of TECO Energy, Inc. pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2       Certification of the Chief Financial Officer of TECO Energy, Inc. pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3       Certification of the Chief Executive Officer of Tampa Electric Company pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4       Certification of the Chief Financial Officer of Tampa Electric Company pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1       Certification of the Chief Executive Officer and Chief Financial Officer of TECO Energy, Inc. pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)

 

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32.1       Certification of the Chief Executive Officer and Chief Financial Officer of TECO Energy, Inc. pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)
32.2       Certification of the Chief Executive Officer and Chief Financial Officer of Tampa Electric Company pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)

(1) This certification accompanies the Quarterly Report on Form 10-Q and is not filed as part of it.
* Indicates exhibit previously filed with the Securities and Exchange Commission and incorporated herein by reference. Exhibits filed with periodic reports of TECO Energy, Inc. and Tampa Electric Company were filed under Commission File Nos. 1-8180 and 1-5007, respectively.

 

54

EX-10.4 2 dex104.htm RETENTION AND VOLUNTARY RETIREMENT AGREEMENT Retention and Voluntary Retirement Agreement

Exhibit 10.4

TECO ENERGY, INC.

RETENTION AND VOLUNTARY RETIREMENT AGREEMENT AND GENERAL RELEASE

THIS RETENTION AND VOLUNTARY RETIREMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made and entered into this 11th day of June, 2007, by and between TECO ENERGY, INC. (the “Company”), the principal place of business which is located at 702 North Franklin Street, Tampa, Florida 33602 and Sheila M. McDevitt (the “OFFICER”), residing at 16750 Gulf Boulevard, #215, Redington Beach, Fl 33708.

WHEREAS, the Officer is currently employed in the position of Senior Vice President – General Counsel and Chief Legal Officer; and

WHEREAS, after 26 years of credited employment with and service to TECO ENERGY, INC., the Officer has elected to retire commencing on July 1, 2007 and;

WHEREAS, the Company intends to restructure the position as presently constituted and eliminate one officer level position in the Officer’s direct reporting structure; and

WHEREAS, the Corporation offered retirement-inducement packages to retirement-eligible officers in October 2002, November 2003 and October 2004 associated with Officer level position eliminations; and

WHEREAS, the Officer was eligible to receive each of those packages but was asked, in each case, by the CEO to remain in her present position in order to complete current legal matters that were of major significance to the Company and to assume certain additional responsibilities in return for the opportunity to receive a similar package at a later date if approved by the Board’s Compensation Committee; and

WHEREAS, in recognition of the Officer’s foregoing the three earlier packages and for her continued employment and completion of the aforesaid legal matters and the assumption of other responsibilities, the Company desires to now offer her a similar package and to obtain the benefit of her services as a consultant on a limited basis to complete certain outstanding matters, to assist in general counsel transition matters following her retirement and other assignments that may be appropriate and accepted by her; and

WHEREAS, the parties have mutually agreed to enter into the following Retention and Voluntary Retirement Agreement and General Release (the “Agreement”).

NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is hereby agreed as follows:

1. RETIREMENT DATE

(a) The Officer hereby notifies the Company of her intention to apply for retirement and hereby elects to retire on July 1, 2007 (the “Retirement Date”).


(b) Prior to her Retirement Date, the Officer agrees to submit her resignation as an Officer of the Company, effective on the Retirement Date by execution and delivery of a resignation letter in the form attached hereto.

2. RETENTION RECOGNITION PAYMENTS AND BENEFITS

(a) During the month of July 2007, the Company shall pay to the Officer a one-time lump sum Retention Recognition Payment equal to the present value of the enhanced portion of retirement benefits under the Officer’s Supplemental Executive Retirement Plan (the “SERP”). The enhanced portion represents two years added to the Officer’s age and length of service calculated based on the Officer’s Final Average Earnings as of her Retirement Date. The payment made to the Officer shall be reduced to reflect withholding required FICA and federal withholding taxes.

(b) During the month of July 2007, the Company shall pay to the Officer an additional one-time lump sum Retention Recognition Payment equal to one and one-half times the amount of the Officer’s base salary and target bonus on her Retirement Date. The payment made to the Officer shall be reduced to reflect withholding required FICA and federal withholding taxes regardless of whether or not the Officer is employed by another employer.

(c) During the month of July, 2007, the Company shall pay to the Officer a lump-sum payment for her accrued but unused vacation allowance for 2007, plus the value of 80 hours vacation carried over for 2006 plus the value of 100 hours vacation accrual for 2008 as specified in Administrative Policy I.3.1, Paragraph 111.B less the required FICA and federal withholding taxes.

(d) Commencing on the Officer’s Retirement Date, the Officer shall be entitled to all retirement and associated benefits due such Officer pursuant to Company’s retirement and other benefit plans (the “Plans”). Nothing contained herein shall be construed to affect the Officer’s rights as a retiree under such Plans.

(e) During the month of July, 2007 the Company will pay $2,500.00 and during the month of January, 2008 the Company will pay $1,500.00 for tax accounting services for the Officer less the required FICA and federal withholding taxes.

(f) All of the Officer’s outstanding TECO Energy, Inc. stock options shall vest immediately after her retirement and shall remain exercisable on or before the expiration date specified for each applicable stock option grant notwithstanding the Officer’s retirement.

(g) For purposes of the Officer’s TECO Energy, Inc. time-based restricted stock grants granted to the Officer under the 2004 Equity Incentive Plan, all restrictions shall terminate, and all of such restricted stock shall vest for the benefit of the Officer immediately after her retirement subject to the provisions of the relevant grant document.

(h) For purposes of the Officer’s TECO Energy, Inc. performance share grants granted to the Officer under the 2004 Equity Incentive Plan, the Performance Period shall end immediately after her retirement and the resulting number of shares shall be issued to the Officer as set forth in the relevant grant document.

(i) Company shall pay to the Officer her target award amount for her 2007 incentive pay. Such payment shall be made in January, 2008 following the TECO Energy Board meeting held in January.

 

2


(j) At the Officer’s election the Company will provide medical and dental coverage through the Company’s medical program for the Officer at no cost to the Officer until December 31, 2008. After that date the Officer may continue to receive coverage pursuant to the normal terms of the retiree medical program as it is amended from time to time.

(k) The Company and the Officer agree that coincident with execution and delivery of this agreement, they will enter in a consulting agreement for at least six (6) months to provide services to the company on at least a one-half time basis to bring to conclusion certain legal matters, assist in the transition of the new general counsel and compliance and corporate secretary, continued certain oversight of corporate communications, and other matters that are set forth in the Consulting Agreement or that may be assigned to and accepted by her from time to time.

(l) The Officer shall be entitled to maintain her membership in the University Club at her own expense until such time as she decides to resign her membership after having given reasonable notice to the Company. Additionally, the Officer shall be entitled to keep the Treo cellular phone and related card scan and “hot sync” equipment and connections and any computer-related equipment supplied by the Company and in her possession outside the Company on the Retirement Date.

3. CONFIDENTIALITY AND OTHER CONDUCT

(a) The Officer recognizes and acknowledges that during the course of her employment with the Company, she has been exposed to, has had access to, and has had disclosed to her information and material developed specifically by and for the benefit of the Company and sensitive and/or proprietary information, business planning and operations information, strategic, financial, business and plant security information, business practices and procedures, and specific Company procedures related thereto and to other matters, including without limitation trade secrets, trademarks, service marks, trademarked and copyrighted material, patents, patents pending, financial and data processing information, data bases, interfaces, and/or source codes, Company procedures, specifications, commercial information or other Company or Customer records as described in Administrative Policies I.8.7. and 1.12, including any information or material, belonging to others which has been provided to the Company on a confidential basis, all of which are hereinafter referred to as “Confidential Information.”

(b) The Officer agrees to maintain, in strict confidence, the Confidential Information and agrees not to disclose to any third party or to use same to benefit herself or any third party (other than Officer’s financial and legal advisors) the Confidential Information or the fact of, the terms of or the amount of the consideration paid as part of this Agreement. The Officer shall be prohibited from using, duplicating, reproducing, copying, distributing, disclosing such Confidential Information regardless of form or purpose, including without limitation, verbal disclosure, data, documents, electronic media or any other media form. The Officer agrees to abide by the non-disclosure and non-use obligations relating to Company records, information, and property contained in the Company’s Standards of Integrity.

(c) The restrictions on the Officer’s disclosure of Confidential Information set out herein do not apply to such information which (i) is now, or which hereafter, through no act or failure to act on the part of the Officer, becomes generally known or available to the public; or (ii) is required to be disclosed by a court of competent jurisdiction or by an administrative or quasi-judicial body having jurisdiction over the subject matter after the Officer has given the Company reasonable prior notice of such disclosure requirement.

(d) The Officer and the Company agree to conduct themselves in all actions or conduct relating to the other in a manner

 

3


consistent with existing Company policy and to refrain from engaging in any conduct which holds up to ridicule in the community or which jeopardizes or adversely affects the business or reputation of either the Company or the Officer.

(e) For the purpose of this Section the term “Company” shall mean TECO Energy, Inc., Tampa Electric Company, and all of their subsidiaries and affiliates.

4. RELEASE OF CLAIMS

(a) For and in consideration of the payments and increased benefits made to the Officer pursuant to Section 2. hereof and for $10.00 paid by the Officer to the Company and the covenants of the Officer contained herein, the Officer and the Company each acknowledge that the payments being made as consideration are in addition to anything of value to which either is entitled and accordingly hereby releases and agrees to hold harmless the other from all claims, rights, causes of action or liabilities of whatever nature, whether at law or in equity, or damages (compensatory, consequential or punitive) against the other which the Officer or the Company may now have or hereafter can, shall or may have for, upon, or by reason of any matter, cause or thing, whatsoever, which has happened, developed or occurred on or before the date of this Agreement, arising out of Officer’s and the Company’s employment relationship (other than Workers’ Compensation claims pending or otherwise related to such employment) or termination of employment from the Company or retirement hereunder, including, but not limited to, and in the Officer’s case, claims for wrongful termination, discrimination, retaliation, invasion of privacy, defamation, slander, and/or intentional infliction of emotional distress, any rights to a grievance proceeding and those arising under any federal, state, or local discrimination or civil rights or labor laws and/or rules or regulations, and/or common law, whether in contract or in tort, as they relate to the employment relationship of the Officer/Employer (including without limitation claims arising under the Age Discrimination in Employment Act, the Older Workers’ Benefit Protection Act (29 USC §626), Title VII of the Civil Rights Act of 1964, Worker Adjustment and Retraining Notification Act (29 USC §2101-2109), or the Employee Retirement Income Security Act, as such laws have been or may be amended from time to time) and any other claims of any nature arising during or in connection with the employment relationship.

(b) The Company and the Officer agree that by entering into this Agreement the Officer does not waive claims that may arise after the date of execution of this Agreement.

(c) Each of the Officer and the Company acknowledge and agree that this Agreement shall not be construed as an admission by either of any improper or unlawful actions or of any wrongdoing whatsoever against the other or any other persons, and each of them expressly denies any wrongdoing whatsoever against each other.

(d) For the purposes of this Section 4 (a) through (d), “Company” shall include TECO Energy, Inc., Tampa Electric Company, their subsidiaries and affiliates, and any agent, officer, director, or employee thereof, and “Officer” shall include the Officer, her heirs, personal representatives, executors, administrators, successors and assigns.

 

4


5. REMEDY AT LAW INSUFFICIENT

Officer acknowledges that damages at law will be an insufficient remedy if Officer violates the terms of this Agreement, and that the Company would suffer a decrease in value and irreparable damage as a result of such violation. Accordingly, on a violation of any of the covenants set forth herein, particularly those contained in Section 3., the Company, without excluding or limiting any other available remedy, shall be entitled to the following remedies:

(1) Upon posting a reasonable bond and filing with a court of competent jurisdiction an appropriate pleading and affidavit specifying each obligation breached by Officer, automatic entry by a court in accordance with Florida Statute §542.335(1)(j) having jurisdiction of an order granting an injunction or specific performance compelling Officer to comply with that obligation, without proof of monetary damage or an inadequate remedy at law; and

(2) Reimbursement of all costs and expenses incurred by the Company in enforcing those obligations or otherwise defending or prosecuting any litigation arising out of Officer’s obligations, including premiums for bonds, fees for experts and investigators, and legal fees, cost, and expenses incurred before a lawsuit is filed and in trial, appellate, bankruptcy and judgment-execution proceedings.

The foregoing remedies are cumulative to all other remedies afforded by law or in equity, and the Company may exercise any such remedy concurrently, independently or successively. If for any reason a court of competent jurisdiction determines that the Company is not entitled to an injunction based on a breach of a material obligation under this Agreement as described above, Officer shall pay to the Company as liquidated damages, on demand in immediately available legal tender of the United States of America, a sum equal to all profits, remuneration, or other consideration Officer gains from all activities in breach or contravention of any of Officer’s obligations.

6. SURVIVAL

Neither completion of payments hereunder nor termination of this Agreement shall be deemed to relieve Officer or Company of any rights or obligations hereunder which by their very nature survive the completion of payments by the Company, including without limitation, Sections 3. and 4. hereof.

7. ENTIRE AGREEMENT

The Officer and the Company acknowledge and agree that this Agreement contains the entire agreement between them and that no statements or promises have been made by either party concerning the contents of this Agreement other than as expressly contained in this document or the Consulting Agreement executed contemporaneously.

8. EFFECTIVE DATE

This Agreement will be governed by the Laws of the State of Florida and shall become effective at the close of business on the seventh day following the execution and delivery of the Agreement by the Officer (the “Rescission Period”). At any time during the Rescission Period the Officer may rescind this Agreement by giving written notice to the Company at its Human Resources Department.

 

5


9. STATEMENT OF UNDERSTANDING

THE OFFICER ACKNOWLEDGES THAT SHE HAS CAREFULLY READ THIS AGREEMENT, KNOWS AND UNDERSTANDS THE CONTENTS CONTAINED IN IT, HAS BEEN GIVEN THE OPPORTUNITY TO CONSIDER THE AGREEMENT FOR TWENTY-ONE (21) DAYS, THE COMPANY HAS ADVISED HER TO CONSULT AN ATTORNEY IF SHE DESIRES AND SHE HAS BEEN GIVEN THE OPPORTUNITY TO DO SO. FURTHER, THE OFFICER UNDERSTANDS THAT SHE MAY RESCIND THIS AGREEMENT AT ANY TIME DURING THE SEVEN (7) DAYS IMMEDIATELY FOLLOWING EXECUTION. THE OFFICER DOES FREELY AND VOLUNTARILY ASSENT TO ALL OF ITS TERMS AND CONDITIONS AND SIGNS THIS AGREEMENT AS HER OWN FREE ACT AND RECOGNIZES THAT BY DOING SO SHE IS RELEASING THE COMPANY FROM ANY LIABILITY UNDER THE OLDER WORKERS’ PROTECTION ACT.

If the Officer chooses to waive the 21 day requirement, please indicate by initialing and dating the following paragraph in the space provided in the left margin.

THE OFFICER DOES HEREBY WAIVE THE TWENTY-ONE (21) DAY PERIOD TO CONSIDER THIS AGREEMENT AS REQUIRED UNDER THE OLDER WORKERS’ BENEFIT PROTECTION ACT (29 USC §626). FURTHER, THE OFFICER UNDERSTANDS THAT SHE MAY RESCIND THIS AGREEMENT AT ANY TIME DURING THE SEVEN (7) DAYS IMMEDIATELY FOLLOWING EXECUTION.

IN WITNESS WHEREOF, TECO ENERGY, INC. and Sheila M. McDevitt have caused this instrument to be executed in Tampa, Florida as of the date first written above.

This Agreement supersedes and replaces any previous version of this agreement or any agreement between the parties concerning this retirement.

 

TECO ENERGY, INC.,

A FLORIDA CORPORATION

BY:  

/s/ Sherrill W. Hudson

  Sherrill W. Hudson
  Chairman and Chief Executive Officer

CAUTION! READ BEFORE SIGNING

 

BY:  

/s/ Sheila M. McDevitt

  Sheila M. McDevitt
  Sr. V.P. – General Counsel and Chief Legal Officer
  DATE SIGNED: June 11, 2007

 

6

EX-10.5 3 dex105.htm CONSULTING AGREEMENT DATED AS OF MAY 14, 2007 Consulting Agreement dated as of May 14, 2007

Exhibit 10.5

TECO ENERGY, INC.

AGREEMENT FOR CONSULTING SERVICES

THIS CONSULTING AGREEMENT (the “Consulting Agreement”), made and entered into this 11th day of June, 2007 by and between TECO ENERGY, INC., a Florida corporation, which has its business address at 702 North Franklin Street, Tampa, Florida 33602, hereinafter referred to as “Company”, and Sheila M. McDevitt, P.L. hereinafter referred to as “Consultant”, whose address is 16750 Gulf Boulevard, #215, N. Redington Beach, Florida 33708.

WITNESSETH: THAT

WHEREAS, the Company and the Consultant’s principal have entered into a Voluntary Retirement Agreement and General Release dated as of June 11, 2007 (the “Agreement”) and has retired from her position as Senior Vice President – General Counsel and Chief Legal Officer effective July 1, 2007.

WHEREAS, the Company proposes to contract for the Consultant’s services as described and on an “as required” basis beyond the services subject to the Retainer Amount to be directed and administered by the Chief Executive Officer, his successor and/or his designee, hereinafter referred to collectively as “Company Representative.”

WHEREAS, the Company desires to engage the Consultant to perform certain professional services in accordance with this Consulting Agreement.

WHEREAS, the Consultant desires to provide such professional services in accordance with this Consulting Agreement.

NOW, THEREFORE, the valuable considerations and the mutual benefits which will accrue to the parties, the parties agree as follows:

1. PURPOSE. The purpose of this Consulting Agreement is to set forth the obligations, responsibilities, terms and conditions applicable to the parties in the event the Consultant performs Services and other work for the Company. This Consulting Agreement does not authorize the Consultant to provide any services or perform any other work (collectively “Services”) for the Company, but the terms and conditions of this Consulting Agreement shall be applicable to any services performed hereunder by the Consultant when requested by the Company Representative.

2. SERVICES.

(a) The Consultant shall perform all of the Services for the Company which is assigned orally or in writing by the Company Representative; provided that it shall work a minimum of 60 hours per month. Said Services shall be generally related to Consultant’s background and experience and will include, among other things, the completion of certain legal matters currently under her control and identified prior to her retirement from the Company, assist in transition matters related to the new general counsel, continue certain oversight and development of corporate communications, transition matters associated with compliance and corporate secretary and such other legal, strategic or other matters that may be assigned from time to time. During the term of this

 

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Consulting Agreement the Consultant shall not be authorized to act as an agent for the Company and shall not have the authority to bind the Company unless such authority is specifically given to the Consultant in connection with the responsibilities assigned to her pursuant to this Consulting Agreement.

(b) During the term of this Consulting Agreement, the Consultant agrees to make herself available to perform the Services requested by the Company. Further, Consultant agrees to conduct herself in a manner consistent with Company policy and to refrain from engaging in any conduct which holds the Company up to ridicule in the community or which jeopardizes or adversely affects the business or reputation of the Company.

3. TERM. This Consulting Agreement shall commence on July 1, 2007, and remain in full force and effect for a period of six (6) months and shall expire automatically at the end of the business day on December 31, 2007. The Agreement may be extended upon mutual written agreement through a simple letter agreement changing the term and any other items that differ from the terms hereof.

4. RETAINER AND FEES.

(a) The Company shall pay the Consultant as a retainer the amount of $12,500.00 per month (“Retainer Amount”) and direct out-of-pocket expenses which are reasonable and necessary for the performance of the Services authorized herein and supported by the appropriate documentation. This Retainer Amount shall cover all routine matters, administrative and oversight work related to and the performance of the assigned Services under this Consulting Agreement not to exceed sixty (60) hours per month.

(b) The Company shall pay the Consultant at the rate of $175.00 per hour for all Services performed in excess of 60 hours per month.

(c) The Company shall not provide Consultant any pension, insurance, workers’ compensation insurance, medical coverage or similar benefits in connection with Services performed hereunder, nor shall it be responsible for the payment of any taxes on behalf of the Consultant as more fully described in Section 8. hereof. Consultant shall provide the Company with its tax identification number which shall be included on each invoice.

5. INVOICING AND PAYMENTS. Invoices and payments shall be made as follows:

(a) The Consultant shall invoice the Company by the fifteenth (15th) day following each month for the retainer amount, including the Services performed for the Retainer Amount and for any Services in excess of the 60 hours per month at the hourly rate set out in Section 4 above. Each invoice shall include all hours actually worked during the previous month in the manner described in Paragraph 5.(b) hereof. Said invoices shall also include out-of-pocket expenses as provided in Section 4 above.

(b) All invoices for payment under this Consulting Agreement shall be in accordance with all provisions stated herein. The Consultant shall itemize the billing, indicating the nature of the Services performed, the number of hours worked, and the applicable monthly rate or hourly rate.

 

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6. CONFIDENTIALITY AND CONFLICT OF INTEREST

(a) The Consultant recognizes and acknowledges that during the course of its consulting engagement with the Company covered by this Consulting Agreement, it has been exposed to, has had access to, and has had disclosed to him information and material developed specifically by and for the benefit of the Company and sensitive and/or proprietary information, operations procedures and information, financial, rate design, rate base and rate making information and procedures and specific Company procedures related thereto, business and strategic plans, existing or potential commercial or other business arrangements, and to other matters, including without limitation, trade secrets, trademarks, service marks, trademarked and copyrighted material, patents, patents pending, financial and data processing information, data bases, interfaces, and/or source codes, Company procedures, specifications, commercial information, technological improvements or other Company or Customer records as described in Tampa Electric Company Administrative Policies I.8.7 and 1.12, including any information or material, belonging to others which has been provided to the Company on a confidential basis, all of which are hereinafter referred to as “Confidential Information.”

(b) The Consultant agrees to maintain, in strict confidence, the Confidential Information and agrees not to disclose to any third party or to use same to benefit herself or any third party (other than Consultant’s financial and legal advisors) the Confidential Information or the fact of, the terms of or the amount of the consideration paid as part of this Consulting Agreement. The Consultant shall be prohibited from using, duplicating, reproducing, copying, distributing, disclosing such Confidential Information regardless of form or purpose, including without limitation, verbal disclosure, data, documents, electronic media or any other media form. Any other information of a confidential or sensitive nature acquired by the Consultant during the course of her employment and not defined herein as Confidential Information shall not be disclosed by the Consultant or used for the benefit of the Consultant or others for a period of five (5) years from the date of this Consulting Agreement. Consultant agrees to continue to abide by the non-disclosure and non-use obligations relating to Company records, information and property contained in the Company’s Standards of Integrity.

(c) The restrictions on the Consultant’s disclosure of Confidential Information set out herein do not apply to such information which (i) is now, or which hereafter, through no act or failure to act on the part of the Consultant, becomes generally known or available to the public; or (ii) is required to be disclosed by a court of competent jurisdiction or by an administrative or quasi-judicial body having jurisdiction over the subject matter after the Consultant has given the Company reasonable prior notice of such disclosure requirement.

(d) For the purpose of this Section the term “Company” shall mean TECO Energy, Inc., Tampa Electric Company, and their respective subsidiaries and affiliates.

(e) Consultant represents that there is no actual or potential conflict of interest to her best information and belief between the Company and the Consultant, Consultant’s family, business or financial interest as defined in the Standards of Integrity.

(1) In the event of any change in the Consultant’s status with respect to conflicts of interest, any actual or potential conflicts shall be reported to the Company as soon as Consultant becomes aware of them in the manner required by the Standards of Integrity.

(2) Consultant shall not employ for compensation any employee of the Company to perform any part of this Consulting Agreement.

 

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(3) Consultant agrees that during the term of this Consulting Agreement it shall not perform any Services for any person, firm or corporation having a claim against the Company.

7. REMEDY AT LAW INSUFFICIENT. Consultant acknowledges that damages at law will be an insufficient remedy if Consultant violates the terms of this Agreement, and that the Company would suffer a decrease in value and irreparable damage as a result of such violation. Accordingly, on a violation of any of the covenants set forth herein, particularly those contained in Sections 2. and 6., the Company, without excluding or limiting any other available remedy, shall be entitled to the following remedies:

(1) Upon posting a reasonable bond and filing with a court of competent jurisdiction an appropriate pleading and affidavit specifying each obligation breached by Consultant, automatic entry by a court in accordance with Florida Statute §542.335(1)(j) having jurisdiction of an order granting an injunction or specific performance compelling Consultant to comply with that obligation, without proof of monetary damage or an inadequate remedy at law; and

(2) Reimbursement of all costs and expenses incurred by the Company in enforcing those obligations or otherwise defending or prosecuting any litigation arising out of Consultant’s obligations, including premiums for bonds, fees for experts and investigators, and legal fees, cost, and expenses incurred before a lawsuit is filed and in trial, appellate, bankruptcy and judgment-execution proceedings.

The foregoing remedies are cumulative to all other remedies afforded by law or in equity, and the Company may exercise any such remedy concurrently, independently or successively. If for any reason a court of competent jurisdiction determines that the Company is not entitled to an injunction based on a breach of a material obligation under this Agreement as described above, Consultant shall pay to the Company as liquidated damages, on demand in immediately available legal tender of the United States of America, a sum equal to all profits, remuneration, or other consideration Consultant gains from all activities in breach or contravention of any of Consultant’s obligations.

8. INDEPENDENT CONTRACTOR. It is mutually understood and agreed between the parties that the Consultant in performing the Services under the provisions of this Consulting Agreement shall act as an independent contractor and not as a subcontractor, agent or employee of the Company maintaining complete control and responsibility for her own employees and operations and those of her subcontractors, if any. The means and methods employed for performing any of the Services under this Consulting Agreement shall be at the option of the Consultant subject to the provisions of this Consulting Agreement. The Company shall have no liability for and the Consultant agrees that it is responsible for the payment of all required Federal taxes pursuant to the Federal Insurance Contributions Act (including self-employment taxes), the Social Security Act, the Federal Unemployment Tax Act, and all income tax withholding and shall obtain and maintain a tax identification number. Further the parties agree that the Company shall not provide any employee benefits pursuant to any federal or state law or regulation. Consultant agrees to indemnify and hold the Company harmless of and from any claims of the Consultant or third party, including governmental taxing authorities, for taxes, FICA, self-employment taxes, or employee benefit of any kind.

9. INDEMNIFICATION. The parties acknowledge that the Consultant will not carry professional liability insurance in the event of claims by third parties or by the Company for acts or omissions in her performance of the Services hereunder. Accordingly, the Company agrees to indemnify the Consultant as Consultant would otherwise have been indemnified in the performance of similar services as an Officer or employee of the Company as set for below.

 

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For specific valuable consideration and other benefits accruing to the Company, which are separate and apart from any and all other consideration for Consultant to enter into this Consulting Agreement and which have been received by the Company and acknowledged to be sufficient, the Company expressly agrees to indemnify, defend and hold harmless Consultant of and from any and all claims, demands, losses, damages, charges, expenses (including attorneys’ fees and costs), judgments, fines, penalties or other similar losses by the Consultant (collectively “Claims”) and upon notice to the Company, to undertake at its expense the defense of any Claims that arise or are alleged to have arisen out of, in connection with, or by reason of Consultant’s acts or omissions in the performance of the Services provided under this Consulting Agreement and freely covenants not to sue Consultant for Consultant’s acts or omissions arising out of or relating to the Services provided hereunder. The Company’s obligations hereunder shall not extend to cover Consultant’s willful or reckless acts or for unauthorized Services beyond the scope of this Consulting Agreement. Company’s foregoing obligation to Consultant includes the obligation to undertake, at its own expense, the defense of any claim or action described in this section. Company as used in this section shall include TECO Energy, its subsidiaries, directors, officers, employees, agents, servants, customers, and successors. The term “Consultant” shall mean Sheila M. McDevitt, L.L.C. its principals, personal representatives, executors, estates, heirs, successors and assigns.

10. DISPUTE RESOLUTION. The parties recognize and agree that resolving controversies through litigation in the federal and state courts of the United Stated is costly, time consuming and a burden to their resources. Therefore, in an effort to eliminate the need for litigation and reduce the costs of resolving any controversy which may arise between the parties under this Consulting Agreement, the parties agree to use any reasonable and recognized form of alternative dispute resolution to which they may mutually agree. However, as a condition precedent to entering into such form of dispute resolution, the Consultant and the Company Representative shall enter into good faith discussions designed to reach a resolution of any dispute hereunder, which resolution shall be memorialized in writing. The requirements of this paragraph are conditions precedent to either party bringing suit in any court of competent jurisdiction.

11. ASSIGNMENT. Except for assignment to the Consultant’s wholly-owned consulting company, if any, the Consultant agrees that it will not sell, assign, transfer or sublet this contract or any part thereof or interest therein, either by power of attorney or otherwise, without the prior written consent of the Company, and that any such sale, assignment, transfer or subletting, without such consent of the Company shall be null and void. In the event of the authorized assignment to Consultant’s consulting company, the Consultant shall provide the Company prior written notice and shall remain obligated individually for the obligations hereunder. Any subcontracts entered into by the Consultant shall be submitted to the Company for its prior approval and the Company shall have the right to reject any subcontractor whom it considers incompetent or unable to satisfactorily perform the portion of the Services involved.

12. ALTERATIONS AND AMENDMENTS. No alteration or amendment of this Consulting Agreement shall be valid unless the same is made in accordance with the provisions of this Consulting Agreement and by an instrument in writing signed by the Company and by the Consultant; and in case of any such alteration or amendment, so much of this Consulting Agreement as is not necessarily thereby changed shall remain in force; and no act or conduct of either party shall be held to operate as a waiver of any provision or provisions of this Consulting Agreement unless in the form of a writing signed by the party against which it is asserted.

13. WORK PRODUCT. All documents, information, data, analyses, or any other materials prepared by or used by the Consultant arising out of the performance of the Services under this Consulting Agreement, shall be owned by Company as and when produced, and the Consultant shall not be entitled to use such work product for any other purpose without the express written consent of the Company.

 

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14. AUDIT. During the period of this Consulting Agreement, the Consultant shall maintain a set of accounts and records and any other evidence which shows and supports all direct reimbursable costs incurred or anticipated, and any applicable credit. The system of accounts to be used by the Consultant shall be acceptable to and subject to approval of the Company and shall be in accordance with generally accepted accounting principles. The Consultant shall preserve these records for a period of three (3) years after performance of the Consulting Agreement. The Consultant shall maintain all records of any type pertaining to this Consulting Agreement and each Company purchase order and attachments thereto for a period of five (5) years after final acceptance of the Services performed under this Consulting Agreement.

All books of accounts, records, documents, correspondence, and any other evidence pertaining to the direct charges of this Consulting Agreement shall be subject to inspection, copying and audit at all reasonable times by the Company or its authorized representatives.

15. TERMINATION WITHOUT CAUSE.

(a) Either party shall have the right to terminate this Consulting Agreement without cause upon thirty (30) days prior written notice to the other party.

(b) In the event that this Consulting Agreement is terminated by the Company as aforesaid, Consultant shall be paid the value of any remaining unpaid Retainer Amounts due and for any additional hours worked up to the date of such termination.

(c) In the event that this Consulting Agreement is terminated by the Consultant as aforesaid, Consultant shall be paid only for the Services satisfactorily performed through the date of termination at the rates set forth in Section 4.(a) and 4.(b) hereof.

16. TERMINATION WITH CAUSE.

(a) The Company or Consultant shall have the right to terminate this Consulting Agreement for Cause upon five (5) days written notice to the other party of its intent to terminate this Consulting Agreement. For the purposes of this Consulting Agreement, “Cause” shall include any breach of a material provision of this Consulting Agreement or the Agreement.

(b) In the event that the Company terminates the Consulting Agreement for Cause, the Consultant shall be entitled to be paid for the Services satisfactorily performed through the date of termination at the rate set forth in Section 4.(a) hereof.

17. JURISDICTION AND VENUE. This Consulting Agreement memorializing the total agreements of the parties hereto, and all respective rights and obligations of the parties thereto, shall be governed by the laws of the State of Florida. Any litigation arising hereunder or related hereto shall be tried by the state courts of Hillsborough County, Florida.

18. CONSCIENCE OF AGREEMENT. This Consulting Agreement and the Agreement represent the entire agreement and understanding between the parties and supersedes all prior representations or agreement whether written or oral, with respect to Services hereunder.

19. ATTORNEY’S FEES. In the event that either party hereto is required to institute litigation or some other form of alternative dispute resolution in order to enforce the terms of this Consulting Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and costs from the other party.

 

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20. SURVIVAL. Neither completion of payments hereunder nor termination of this Consulting Agreement shall be deemed to relieve the Consultant of any rights or obligations hereunder which by their very nature survive this Consulting Agreement, including without limitation, Sections 5., 6., 7., 8., 9., 10., 11., 12., 13., 14., 15., 16., 17., 18., and 19. hereof.

21. EFFECTIVE DATE. This Consulting Agreement shall be effective as of July 1, 2007.

IN WITNESS WHEREOF, TECO ENERGY, INC. and Sheila M. McDevitt, L.L.C. have caused this instrument to be executed in Tampa, Florida as of the date first written above.

This Agreement supersedes and replaces any previous version of this agreement or any agreement between the parties concerning the Services.

 

TECO ENERGY, INC.,
A FLORIDA CORPORATION
BY:  

/s/ Sherrill W. Hudson

  Sherrill W. Hudson
  Chairman and Chief Executive Officer

Sheila M. McDevitt, P.L.

A Florida limited liability company
BY:  

/s/ Sheila M. McDevitt

  Sheila M. McDevitt
As its:   Managing Memer
DATE SIGNED: June 11, 2007

 

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EX-12.1 4 dex121.htm RATIO OF EARNINGS TO FIXED CHARGES - TECO ENERGY INC Ratio of Earnings to Fixed Charges - TECO Energy Inc

Exhibit 12.1

TECO ENERGY, INC.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth TECO Energy’s ratio of earnings to fixed charges for the periods indicated.

 

(millions)

   6-months
ended
Jun. 30,
2007
   12-months
ended
Jun. 30,
2007
   Year Ended December 31,
         2006    2005    2004     2003     2002

Income (loss) from continuing operations, before income taxes

   $ 189.3    $ 386.2    $ 363.1    $ 312.9    $ (600.6 )   $ 32.8     $ 206.6

Add:

                  

Interest expense

     140.2      286.9      291.3      299.1      337.1       354.4       252.2

Amortization of capitalized interest

     —        —        —        0.1      0.3       1.3       0.3

Deduct:

                  

Capitalized interest

     —        —        —        0.1      0.7       17.3       63.2

(Loss) income from equity Investments, net

     13.9      13.7      3.4      60.4      36.1       (0.4 )     5.5
                                                  

Earnings before taxes and fixed charges

   $ 315.6    $ 659.4    $ 651.0    $ 551.6    $ (300.0 )   $ 371.6     $ 390.4
                                                  

Interest expense

   $ 140.2    $ 286.9    $ 291.3    $ 299.1    $ 337.1     $ 354.4     $ 252.2
                                                  

Total fixed charges

   $ 140.2    $ 286.9    $ 291.3    $ 299.1    $ 337.1     $ 354.4     $ 252.2
                                                  

Ratio of earnings to fixed charges

     2.25x      2.30x      2.23x      1.84x      (1)     1.05x       1.55x
                                                  

For the purposes of calculating these ratios, earnings consist of income from continuing operations before income taxes, income or loss from equity investments (net of distributions) and fixed charges, less capitalized interest. Fixed charges consist of interest expense on indebtedness and interest capitalized, amortization of debt premium, and an estimate of the interest component of rentals. TECO Energy, Inc. does not have any preferred stock outstanding, and there were no preferred stock dividends paid or accrued during the periods presented. Certain prior year amounts have been adjusted to conform to the current year presentation. Further, the company had significant charges (most of which were non-cash) and gains in the periods presented. Reference is made to the financial statements and related notes and the sections titled “Management’s Discussion & Analysis of Financial Condition & Results of Operations” herein as well as in TECO Energy, Inc.’s Annual Reports on Form 10-K for the years presented (other than 2004, for which reference is made to TECO Energy Inc.’s Current Report on Form 8-K dated May 23, 2005).

All prior periods presented reflect the classification of Commonwealth Chesapeake Company, LLC (CCC), Frontera Generation Limited Partnership (Frontera), BCH Mechanical (BCH), TECO Thermal, TECO AGC, Ltd., TECO BGA, Prior Energy, TECO-Panda Generating Company (TPGC), and TECO Coalbed Methane as discontinued operations. Frontera was sold in December 2004, the sale of BCH was completed in January 2005, and the transfer of TPGC was completed in May 2005. The sales of Prior Energy and TECO BGA were completed in February 2004. In December 2002, TECO Coalbed Methane sold substantially all of its assets to the Municipal Gas Authority of Georgia.

Interest expense includes total interest expensed and capitalized excluding AFUDC, and an estimate of the interest component of rentals.


(1) Earnings in 2004 were insufficient to cover fixed charges by $637.1 million. The ratio was -0.89x
EX-12.2 5 dex122.htm RATIO OF EARNINGS TO FIXED CHARGES - TAMPA ELECTRIC CO Ratio of Earnings to Fixed Charges - Tampa Electric Co

Exhibit 12.2

TAMPA ELECTRIC COMPANY

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth Tampa Electric Company’s ratio of earnings to fixed charges for the periods indicated.

 

(millions)

   6-months
ended
Jun. 30,
2007
   12-months
ended
Jun. 30,
2007
   Year Ended December 31,
         2006    2005    2004    2003    2002

Income from continuing operations, before income tax

   $ 113.6    $ 253.7    $ 264.7    $ 285.7    $ 274.9    $ 187.4    $ 296.8

Interest expense

     65.9      129.7      127.1      114.9      116.0      112.6      80.4
                                                

Earnings before taxes and fixed charges

   $ 179.5    $ 383.4    $ 391.8    $ 400.6    $ 390.9    $ 300.0    $ 377.2
                                                

Interest expense

   $ 65.9    $ 129.7    $ 127.1    $ 114.9    $ 116.0    $ 112.6    $ 80.4
                                                

Total fixed charges

   $ 65.9    $ 129.7    $ 127.1    $ 114.9    $ 116.0    $ 112.6    $ 80.4
                                                

Ratio of earnings to fixed charges

     2.72x      2.96x      3.08x      3.49x      3.37x      2.66x      4.69x
                                                

For the purposes of calculating these ratios, earnings consist of income from continuing operations before income taxes and fixed charges. Fixed charges consist of interest expense on indebtedness, amortization of debt premium and an estimate of the interest component of rentals. Tampa Electric Company had a significant non-cash charge in the 2003 period presented. Reference is made to the financial statements and related notes and the sections titled “Management’s Discussion & Analysis of Financial Condition & Results of Operations” herein as well as in Tampa Electric Company’s Annual Report on Form 10-K for the years presented and any amendments filed thereto.

Interest expense includes total interest expense, excluding AFUDC, and an estimate of the interest component of rentals.

EX-31.1 6 dex311.htm CERTIFICATION OF CEO OF TECO ENERGY Certification of CEO of TECO Energy

Exhibit 31.1

CERTIFICATIONS

I, Sherrill W. Hudson, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of TECO Energy, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 3, 2007  

/s/ S. W. HUDSON

  S. W. HUDSON
 

Chairman of the Board, Director and

Chief Executive Officer

(Principal Executive Officer)

EX-31.2 7 dex312.htm CERTIFICATION OF CFO OF TECO ENERGY Certification of CFO of TECO Energy

Exhibit 31.2

CERTIFICATIONS

I, Gordon L. Gillette, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of TECO Energy, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 3, 2007  

/s/ G. L. GILLETTE

  G. L. GILLETTE
 

Executive Vice President

and Chief Financial Officer

(Principal Financial Officer)

EX-31.3 8 dex313.htm CERTIFICATION OF CEO OF TAMPA ELECTRIC CO Certification of CEO of Tampa Electric Co

Exhibit 31.3

CERTIFICATIONS

I, Sherrill W. Hudson, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Tampa Electric Company;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 3, 2007  

/s/ S. W. HUDSON

  S. W. HUDSON
 

Chairman of the Board, Director and

Chief Executive Officer

(Principal Executive Officer)

EX-31.4 9 dex314.htm CERTIFICATION OF CFO OF TAMPA ELECTRIC CO Certification of CFO of Tampa Electric Co

Exhibit 31.4

CERTIFICATIONS

I, Gordon L. Gillette, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Tampa Electric Company;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 3, 2007  

/s/ G. L. GILLETTE

  G. L. GILLETTE
 

Senior Vice President – Finance

and Chief Financial Officer

(Principal Financial Officer)

EX-32.1 10 dex321.htm CERTIFICATION OF CEO AND CFO OF TECO ENERGY PURSUANT TO SECTION 906 Certification of CEO and CFO of TECO Energy pursuant to Section 906

Exhibit 32.1

TECO ENERGY, INC

Certification of Periodic Financial Report

Pursuant to 18 U.S.C. Section 1350

Each of the undersigned officers of TECO Energy, Inc. (the “Company”) certifies, under the standards set forth in and solely for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge, the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2007 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in that Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: August 3, 2007  

/s/ S. W. HUDSON

  S. W. HUDSON
  Chief Executive Officer
Dated: August 3, 2007  

/s/ G. L. GILLETTE

  G. L. GILLETTE
  Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Form 10-Q and shall not be considered filed as part of the Form 10-Q.

EX-32.2 11 dex322.htm CERTIFICATION OF CEO AND CFO OF TAMPA ELECTRIC CO PURSUANT TO SECTION 906 Certification of CEO and CFO of Tampa Electric Co pursuant to Section 906

Exhibit 32.2

TAMPA ELECTRIC COMPANY

Certification of Periodic Financial Report

Pursuant to 18 U.S.C. Section 1350

Each of the undersigned officers of Tampa Electric Company (the “Company”) certifies, under the standards set forth in and solely for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge, the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2007 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in that Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: August 3, 2007  

/s/ S. W. HUDSON

  S. W. HUDSON
  Chief Executive Officer
Dated: August 3, 2007  

/s/ G. L. GILLETTE

  G. L. GILLETTE
  Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Form 10-Q and shall not be considered filed as part of the Form 10-Q.

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