SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
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 Number 1-5007
TAMPA ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
FLORIDA 59-0475140
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
702 North Franklin Street, Tampa, Florida 33602
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 228-4111
Indicate by check mark whether the registrant (1) has 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) has been subject to
such filing requirements for the past 90 days.
Yes X No
Number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date (July 31, 1995):
Common Stock, Without Par Value 10<PAGE>
FORM 10-Q
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
In the opinion of management, the unaudited financial
statements include all adjustments (none of which were other
than normal or recurring) necessary to present fairly the
results for the three-month and six-month periods ended
June 30, 1995 and 1994. Reference should be made to the
explanatory notes affecting the income and balance sheet
accounts contained in Tampa Electric Company's Annual Report
on Form 10-K for the year ended Dec. 31, 1994 and to the
notes on page 7 of this report.
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FORM 10-Q
BALANCE SHEETS
(thousands of dollars)
June 30, Dec. 31,
1995 1994
Assets
Property, plant and equipment,
at original cost
Utility plant in service $2,890,794 $2,854,240
Construction work in progress 373,511 246,089
3,264,305 3,100,329
Accumulated depreciation (1,165,234) (1,115,167)
2,099,071 1,985,162
Other property 192 194
2,099,263 1,985,356
Current assets
Cash and cash equivalents 257 7,071
Receivables, less allowance
for uncollectibles 112,415 103,508
Inventories, at average cost
Fuel 76,891 95,831
Materials and supplies 37,476 38,465
Prepayments 2,605 2,675
229,644 247,550
Deferred debits
Unamortized debt expense 19,060 19,782
Deferred income taxes 89,469 86,514
Regulatory asset - tax related 32,500 30,791
Other 53,729 47,828
194,758 184,915
$2,523,665 $2,417,821
Liabilities and Capital
Capital
Common stock $ 826,956 $ 775,956
Retained earnings 188,275 173,299
1,015,231 949,255
Preferred stock, redemption not required 54,956 54,956
Long-term debt, less amount due
within one year 582,978 607,270
1,653,165 1,611,481
Current liabilities
Long-term debt due within one year 26,030 1,260
Notes payable 113,000 91,800
Accounts payable 81,641 113,759
Customer deposits 50,687 49,457
Interest accrued 8,788 11,166
Taxes accrued 39,003 2,152
319,149 269,594
Deferred credits
Deferred income taxes 327,287 327,646
Investment tax credits 60,882 63,265
Regulatory liability - tax related 86,565 88,291
Other 76,617 57,544
551,351 536,746
$2,523,665 $2,417,821
The accompanying notes are an integral part of the financial statements.
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FORM 10-Q
STATEMENTS OF INCOME
(thousands of dollars)
For the three months ended June 30, 1995 1994
Operating revenues $279,094 $293,324
Operating expenses
Operation
Fuel 96,042 105,699
Purchased power 11,669 10,002
Other 40,811 48,337
Maintenance 18,130 18,962
Depreciation 29,539 28,819
Taxes, federal and state income 16,876 17,902
Taxes, other than income 22,464 22,770
235,531 252,491
Operating income 43,563 40,833
Other income
Allowance for other funds used
during construction 2,521 371
Other income (expense), net (1,095) (181)
1,426 190
Income before interest charges 44,989 41,023
Interest charges
Interest on long-term debt 9,651 9,182
Other interest 2,506 1,244
Allowance for borrowed funds
used during construction (1,519) (820)
10,638 9,606
Net income 34,351 31,417
Preferred dividend requirements 892 892
Balance applicable to
common stock $ 33,459 $ 30,525
The accompanying notes are an integral part of the financial statements.
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FORM 10-Q
STATEMENTS OF INCOME
(thousands of dollars)
For the six months ended June 30, 1995 1994
Operating revenues $532,890 $537,953
Operating expenses
Operation
Fuel 186,418 190,376
Purchased power 21,189 17,985
Other 80,143 90,458
Maintenance 34,960 35,798
Depreciation 58,883 57,432
Taxes, federal and state income 28,493 29,010
Taxes, other than income 44,978 44,747
455,064 465,806
Operating income 77,826 72,147
Other income
Allowance for other funds used
during construction 4,320 644
Other income (expense), net (1,752) (195)
2,568 449
Income before interest charges 80,394 72,596
Interest charges
Interest on long-term debt 19,033 18,126
Other interest 4,733 2,836
Allowance for borrowed funds
used during construction (2,603) (1,456)
21,163 19,506
Net income 59,231 53,090
Preferred dividend requirements 1,784 1,784
Balance applicable to
common stock $ 57,447 $ 51,306
The accompanying notes are an integral part of the financial statements.
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FORM 10-Q
STATEMENTS OF CASH FLOWS
(thousands of dollars)
For the six months ended June 30, 1995 1994
Cash flows from operating activities
Net income $ 59,231 $ 53,090
Adjustments to reconcile net income
to net cash
Depreciation 58,883 57,432
Deferred income taxes (6,749) (9,893)
Investment tax credits, net (2,383) (2,431)
Allowance for funds used
during construction (6,923) (2,100)
Deferred recovery clause (13,205) 15,874
Deferred revenue 16,822 --
Amortization of coal contract buyout 676 --
Refund to customers -- (2,428)
Receivables, less allowance
for uncollectibles (8,907) (16,392)
Inventories 19,929 (7,257)
Taxes accrued 36,851 25,538
Accounts payable (32,118) (14,721)
Other 11,223 17,092
133,330 113,804
Cash flows from investing activities
Capital expenditures (175,372) (91,775)
Allowance for funds used
during construction 6,923 2,100
(168,449) (89,675)
Cash flows from financing activities
Proceeds from contributed capital
from parent 51,000 80,000
Proceeds from long-term debt 620 521
Repayment of long-term debt (260) (245)
Net increase(decrease) in short-term debt 21,200 (56,321)
Dividends (44,255) (50,889)
28,305 (26,934)
Net decrease in cash and cash equivalents (6,814) (2,805)
Cash and cash equivalents
at beginning of period 7,071 4,499
Cash and cash equivalents at end of period $ 257 $ 1,694
The accompanying notes are an integral part of the financial statements.
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FORM 10-Q
NOTES TO FINANCIAL STATEMENTS
A. Tampa Electric Company is a wholly owned subsidiary of
TECO Energy, Inc.
B. The company has made certain commitments in connection with its
continuing construction program. Total construction expenditures are
estimated to be $320 million for 1995, excluding allowance for funds
used during construction (AFUDC).
C. The Florida Public Service Commission (FPSC) issued an order
effective June 1, 1995 which approved a deferred revenue plan for the
company. The plan provides for an increase in the company's
authorized rate of return on common equity (ROE) for all regulatory
purposes to a new midpoint of 11.75 percent with a range of
10.75 percent to 12.75 percent, retroactive to Jan. 1, 1995. For 1995
the company will defer until 1997 $15 million of revenues, as well as
50 percent of actual revenues contributing to a return on average
common equity exceeding 11.75 percent and 100 percent of actual
revenues contributing to a return on average common equity exceeding
12.75 percent. The FPSC order also will eliminate the company s oil
backout tariff effective Jan. 1, 1996. This tariff currently results
in approximately $12 million of annual revenues. See additional
discussion on page 11.
D. Certain 1994 amounts on the statements of cash flows have been
restated to comply with the current year presentation.
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FORM 10-Q
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
Three months ended June 30, 1995:
Net income for 1995's second quarter was $34.4 million,
$2.9 million higher than 1994's second quarter due to increased energy
sales, higher AFUDC and lower operating expenses. Increased energy
sales and lower operating expenses also contributed to a 7 percent
increase in operating income over 1994. These results were net of
$9.4 million of revenues deferred under the FPSC-approved plan
discussed on pages 7 and 11.
Total revenues decreased $14.2 million in the second quarter due
primarily to the deferred revenue plan and lower fuel revenues,
partially offset by the effect of increased energy sales. Fuel
revenues declined as a result of the company s ongoing efforts to
lower fuel charges to the customer. Retail energy sales increased 4
percent due to continued strength in the local economy, including
customer growth of 1.8 percent.
Combined operation-other and maintenance expenses decreased
$8.4 million, or 12 percent, from 1994's second quarter as a result of
reduced costs associated with the corporate restructuring program in
late 1994, additional cost control activities and the timing of
certain expenses. Combined fuel and purchased power expense decreased
$8.0 million for the second quarter of 1995 due to lower per-unit fuel
costs and the timing of the recognition of fuel expense under the
FPSC-approved fuel adjustment clause.
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FORM 10-Q
Interest expense before the allowance for borrowed funds used
during construction was $1.7 million or 17 percent higher in the
current quarter due to higher interest rates on floating rate debt and
an increase in short-term debt balances.
Total AFUDC increased in 1995 because of additional investment in
the Polk Power Station which is under construction.
The effective income tax rate for the second quarter was
34.1 percent compared to 36.4 percent for the same period last year.
The decrease was primarily due to higher allowance for other funds
used during construction in 1995.
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FORM 10-Q
Six months ended June 30, 1995:
Net income for 1995's first half was $59.2 million, $6.1 million
higher than 1994's period due to increased energy sales, higher AFUDC
and lower operating expenses. These results were net of $16.8 million
of revenues deferred under the plan discussed on pages 7 and 11.
Revenues decreased $5.1 million in the first half of 1995 due
primarily to the $16.8 million revenue deferral which more than offset
the effect of increased energy sales. Retail energy sales were up 3
percent from continued economic growth which resulted in increased
energy usage in the residential, industrial-phosphate, and commercial
sectors.
Operation-other and maintenance expenses decreased $11.2 million
or 9 percent from 1994's first half as a result of the corporate
restructuring program in late 1994, additional cost control activities
and the timing of certain expenses.
Interest expense before the allowance for borrowed funds used
during construction was $2.8 million or 13 percent higher than in the
first half of 1994 due to higher interest rates on floating rate debt
and an increase in short-term debt balances.
Total AFUDC increased in 1995 because of additional investment in
the Polk Power Station which is under construction.
The effective income tax rate for the first six months of 1995
was 33.7 percent compared to 35.5 percent for the same period last
year. The decrease was primarily due to higher allowance for other
funds used during construction in 1995.
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FORM 10-Q
Liquidity, Capital Resources and Changes in Financial Condition
The FPSC issued an order effective June 1, 1995 approving a plan
for the company to increase its allowed ROE to 11.75 percent with a
range of 10.75 percent to 12.75 percent and to defer revenues under
certain financial circumstances related to these returns. For 1995
the company will defer until 1997 $15 million of revenues, as well as
50 percent of actual revenues contributing to a return on average
common equity exceeding 11.75 percent and 100 percent of actual
revenues contributing to a return on average common equity exceeding
12.75 percent. The disposition of the deferred revenues, which will
accrue interest at the 30-day commercial paper rate specified in the
Florida Administrative Code, will be subject to a FPSC determination
in a regulatory proceeding. The company expects that the deferred
revenues will be credited against the company's revenue requirements
beginning in 1997. As of June 30, 1995, the company had deferred $16.8
million in revenues. The FPSC also eliminated the company s oil
backout tariff effective Jan. 1, 1996. This tariff currently results
in approximately $12 million of annual revenues.
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FORM 10-Q
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3. Bylaws, as amended, effective July 18, 1995.
10.1 Amendment to TECO Energy, Inc. Directors Retirement Plan,
effective July 1, 1995.
10.2 Amendment to TECO Energy Group Supplemental Retirement Benefits
Trust Agreement, effective July 17, 1995.
10.3 Supplemental Executive Retirement Plan for R. A. Dunn, dated as
of July 17, 1995.
12. Ratio of earnings to fixed charges.
27. Financial data schedule. (EDGAR filing only)
(b) Reports on Form 8-K
The registrant filed a Current Report on Form 8-K dated
April 20, 1995 reporting under "Item 5. Other Events" on
recommendations by the Staff of the Florida Public Service
Commission.
The registrant filed a Current Report on Form 8-K dated
April 25, 1995 reporting under "Item 5. Other Events" on
changes in debt ratings.
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FORM 10-Q
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.
TAMPA ELECTRIC COMPANY
(Registrant)
Dated: August 14, 1995 By: /s/ L. L. Lefler
L. L. Lefler
Vice President - Controller
(Chief Accounting Officer)
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FORM 10-Q
INDEX TO EXHIBITS
Exhibit No. Description of Exhibits Page No.
3. Bylaws, as amended, effective July 18, 1995 15
10.1 Amendment to TECO Energy, Inc. Directors Retirement
Plan, effective July 1, 1995 22
10.2 Amendment to TECO Energy Group Supplemental Retirement
Benefits Trust Agreement, effective July 17, 1995 23
10.3 Supplemental Executive Retirement Plan for R. A.
Dunn, dated as of July 17, 1995 26
12. Ratio of earnings to fixed charges 32
27. Financial data schedule (EDGAR filing only) --
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Exhibit 3
Adopted: January 15, 1976
As Amended: February 23, 1976
April 13, 1976
April 12, 1977
July 12, 1979
July 14, 1987
April 12, 1988
April 16, 1991
July 18, 1995
BYLAWS
OF
TAMPA ELECTRIC COMPANY
ARTICLE I April 16, 1991
Name and Principal Office
The name of the Company is Tampa Electric Company, and its principal
office is in Tampa, Florida.
ARTICLE II
Shareholders
SECTION 2.1. Shareholders' Meetings. All meetings of the
shareholders shall be held at the principal office of the Company in
Tampa, Florida, except in cases in which the notice thereof designates
some other place which may be either within or without the State of
Florida.
SECTION 2.2. Annual Meetings. The annual meeting of the shareholders
of the Company shall be held on the second Tuesday in April in each year
if not a legal holiday, and if a legal holiday, then on the next
succeeding Tuesday not a legal holiday at such time as shall be stated in
the notice thereof for the purpose of electing Directors and for the
transaction of such other business as may come before the meeting. In
the event that such annual meeting should for any reason not be held on
the date herein provided therefor, a special meeting in lieu of such
annual meeting may be held in place thereof, and any business transacted
or elections held at such meeting shall be as valid as if transacted or
held at the annual meeting. Such special meeting shall be called in the
same manner as provided in Section 2.3 for special meetings of the
shareholders.
SECTION 2.3. Special Meetings. Special meetings of the shareholders
of the Company shall be held whenever called by the Chief Executive
Officer, the President, any Vice President, the Board of Directors, or
the holder or holders of not less than one-tenth of the capital stock
issued and outstanding and entitled to vote thereat, or at the request of
such holder or holders by the Secretary or an Assistant Secretary.
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Exhibit 3
SECTION 2.4. Notice of Meeting. Written notice of each meeting of
shareholders stating the date, time and place of the meeting and in the
case of a special meeting, the purpose or purposes for which the meeting
is called shall be delivered not less than ten (10) nor more than sixty
(60) days before the date of the meeting either personally or by first
class mail by or at the direction of the President, the Secretary or the
officer or other persons calling the meeting to each shareholder of
record entitled to vote at such meeting; and the person giving such
notice shall make affidavit in relation thereto.
April 16, 1991
SECTION 2.5. Waivers of Notice. Whenever any notice is required to
be given to any shareholder of the Company under the provisions of these
Bylaws, the Certificate of Reincorporation or the Florida Business
Corporation Act, as the same may be from time to time in effect, a waiver
thereof in writing signed by the person or persons entitled to such
notice either before, at or after the meeting shall be deemed equivalent
to the giving of such notice.
A shareholder's attendance at a meeting: (a) waives objection to lack
of notice or defective notice of the meeting, unless the shareholder at
the beginning of the meeting objects to holding the meeting or
transacting business at the meeting; or (b) waives objection to the
consideration of a particular matter at the meeting that is not within
the purpose or purposes described in the meeting notice, unless the
shareholder objects to considering the matter when it is presented.
SECTION 2.6. Quorum. Except as otherwise provided in the Certificate
of Reincorporation at any meeting of the shareholders, a majority of the
outstanding shares of the stock of the Company issued and outstanding and
entitled to vote represented by shareholders of record in person or by
proxy shall constitute a quorum for the transaction of business at any
meeting of the shareholders, but in no event shall a quorum consist of
less than one-third of the shares entitled to vote at the meeting.
E x c ept as otherwise provided by law or in the Certificate of
Reincorporation when a quorum is present at any meeting, a majority of
the stock represented thereat shall decide any question properly brought
before such meeting.
April 16, 1991
SECTION 2.7. Voting and Proxies. Each share of stock entitled to
voting privileges shall entitle the holder of record thereof to one vote
upon each proposal presented at any meeting of the shareholders except as
otherwise provided in the Certificate of Reincorporation. Shareholders
of record entitled to vote may vote at any meeting either in person or by
attorney-in-fact or by written proxy signed by the shareholder or his
duly authorized attorney-in-fact, which proxy shall be filed with the
Secretary of the meeting before being voted.
SECTION 2.8. Fixing Record Date or Closing Transfer Books. For the
purpose of determining shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or entitled to
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Exhibit 3
receive payment of any dividend, or in order to make a determination of
shareholders for any other purpose, the Board of Directors may fix in
advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than sixty (60) days
and for the purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, not less than ten (10) days prior
to the date on which the particular action requiring such determination
of shareholders is to be taken. In lieu of fixing a record date, the
Board of Directors may provide that the stock transfer books shall be
closed for a stated period not to exceed sixty (60) days and for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, not less than ten (10) days prior to the date on
which the particular action requiring such determination of shareholders
is to be taken.
If no record date is so fixed and the stock transfer books are not so
closed by the Board of Directors, the record date for the determination
of shareholders entitled to notice of or to vote at a meeting of
shareholders, or entitled to receive payment of a dividend, or for any
other purpose shall be the day on which the notice of such meeting is
mailed or on which the resolution of the Board of Directors declaring
such dividend is adopted, as the case may be. A determination in
accordance with this Section 2.8 of shareholders entitled to vote at any
meeting of shareholders shall apply to any adjournment thereof unless the
Board of Directors fixes a new record date for the adjourned meeting.
SECTION 2.9. Rights of Preferred Shareholders. The provisions of
these Bylaws shall at all times be subject to such voting and other
rights of the holders of the Preferred Stock of the Company as may be
provided by the Certificate of Reincorporation and the laws of Florida.
ARTICLE III February 23, 1976
Board of Directors
April 13, 1976
SECTION 3.1. General Powers. All business of the Company shall be
managed by its Board of Directors who shall have full control of the
affairs of the Company and may exercise all its powers except as
otherwise provided by law and in the Certificate of Reincorporation. The
Board of Directors shall have the authority to fix the compensation of
t h e Directors unless otherwise provided in the Certificate of
Reincorporation.
SECTION 3.2. Number, Qualifications and Tenure. The number of
Directors of the Company, which number shall be not less than three nor
more than fifteen, shall be fixed from time to time by resolution of the
Board of Directors. The Directors of the Company shall be chosen at the
annual meeting of the shareholders (or at any meeting held in place
thereof as hereinbefore provided). Each Director shall serve until the
next succeeding annual meeting of shareholders and until his successor
shall have been duly elected and qualified or until his earlier
resignation, removal from office or death. All Directors shall be of
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Exhibit 3
full age. Directors need not be shareholders of the Company nor
residents of the State of Florida.
SECTION 3.3. Chairman. The Board of Directors in its discretion may
elect a Chairman of the Board of Directors who when present shall preside
at all meetings of the Board and who shall have such other powers as may
at any time be prescribed by these Bylaws and by the Board of Directors.
July 18, 1995
SECTION 3.4. Meetings. Regular meetings of the Board of Directors
shall be held in such places and at such times either within or without
the State of Florida as the Board may by vote from time to time
determine; and if so determined, no notice thereof need be given.
Special meetings of the Board of Directors may be held at any time or
place either within or without the State of Florida whenever called by
the Chief Executive Officer, the President, a Vice President or two or
more Directors. Notice of a special meeting stating the date, time and
place of the meeting shall be given by the Secretary or an Assistant
Secretary or officer calling the meeting to each Director either by mail
not less than 48 hours before the time of the meeting or by telephone or
facsimile or other form of electronic communication on 24 hours' notice
or on such shorter notice as the person or persons calling such meeting
may deem necessary or appropriate in the circumstances. Notwithstanding
the foregoing, special meetings may be held without notice to any
Director provided such Director is present at such meeting (except when
such Director states, at the beginning of the meeting or promptly upon
arrival at the meeting, any objection to the transaction of business
because the meeting is not lawfully called or convened) or waives notice
thereof in writing either before or after the meeting.
SECTION 3.5. Quorum. A majority of the Board of Directors shall
constitute a quorum for the transaction of business, but a lesser number
may fill vacancies on the Board of Directors as provided in Section 3.6
of these Bylaws; and a majority of Directors present though less than a
quorum may adjourn any meeting of the Board of Directors from time to
time to another time and place; and the meeting may be held as adjourned
without further notice. Except as otherwise provided by the Certificate
of Reincorporation (in particular Article NINTH (5) thereof), when a
quorum is present at any meeting, a majority of the members in attendance
thereat may decide any question brought before such meeting.
SECTION 3.6. Vacancies. Except as otherwise provided by the
C e rtificate of Reincorporation (in particular Article THIRD (3),
Paragraph 3.05 thereof), if the office of any Director becomes vacant by
reason of death, resignation, removal, disqualification, increase in the
number of Directors or otherwise, a majority of the remaining Directors,
although less than a quorum, may elect a successor or successors who
s h all hold office until the next election of Directors by the
shareholders.
SECTION 3.7. Executive and Other Committees. The Board of Directors
may by resolution adopted by a majority of the full Board of Directors
designate from their number an Executive Committee and one or more other
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Exhibit 3
committees, each of which to the extent provided by such resolution or
these Bylaws and permitted by the laws of Florida shall have and may
exercise the powers of the Board of Directors when the Board is not in
session in the management of the business of the Company. All such
committees shall report to the Board at or prior to each meeting of the
Board all action taken by said committees since the preceding meeting of
the Board. Each such committee may make rules for the holding and
conduct of its meetings and the keeping of the records thereof.
The Board of Directors may by resolution adopted by a majority of the
full Board of Directors designate one or more Directors as alternate
members of any such committee who may act in the place and stead of any
member absent or disqualified from voting at any meeting of such
committee.
April 16, 1991
SECTION 3.8. Consent in Lieu of Meeting. Any action of the Board of
Directors or of any committee thereof which is required or permitted to
be taken at a meeting may be taken without a meeting if written consent
setting forth the action so to be taken is signed by all of the members
of the Board or the committee, as the case may be.
ARTICLE IV July 14, 1987
Officers April 16, 1991
SECTION 4.1. Election. (Appointment). The officers of the Company
shall be a President, a Treasurer, a Secretary, such other officers as
the Board of Directors may in its discretion elect or appoint including,
but not limited to, a Chairman of the Board, Vice Presidents, and
assistant officers, and such assistant officers as the President may in
his discretion appoint. The officers elected or appointed by the Board
of Directors shall be elected or appointed by the Board of Directors at a
meeting held after its election by the shareholders, and a regular
meeting of the Board of Directors may be held without notice for this
purpose immediately after the annual meeting of the shareholders and at
the same place. Assistant officers appointed by the President shall be
appointed by the President after his election or appointment by the Board
of Directors at the meeting of the Board of Directors held after its
election by the shareholders. All officers shall hold office until their
successors shall be elected or appointed and shall qualify or until their
earlier resignation, removal from office or death. Any vacancy however
occurring in the offices of President, Treasurer or Secretary shall be,
and any vacancy however occurring in any other office may be filled by
the Board of Directors. Any vacancy however occurring in the offices of
assistant officers may also be filled by the President.
SECTION 4.2. Eligibility. Officers of the Company may be, but need
not be, Directors of the Company. Any person may hold two or more
offices.
SECTION 4.3. President and Vice Presidents. The President shall be
the chief operating officer of the Company and subject to the direction
of the Board of Directors shall supervise the administration of the
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Exhibit 3
business and affairs of the Company. The President shall have the power
to sign certificates of stock, bonds, deeds and contracts for the Company
and such other powers and duties as may at any time be prescribed by
these Bylaws and by the Board of Directors.
Except as expressly limited by vote of the Board of Directors, any
Vice President shall perform the duties and have the powers of the
President during the absence or disability of the President, shall have
the power to sign certificates of stock, bonds, deeds and contracts of
the Company, and shall perform such other duties and have such other
powers as the Board of Directors shall from time to time designate.
SECTION 4.4. Secretary. The Secretary of the Company shall be
present at all meetings of the shareholders, the Board of Directors and
the Executive Committee, respectively, shall keep an accurate record of
the proceedings at such meetings in books provided for that purpose,
which books shall be opened at all times during business hours for such
inspection as is required by law, shall with the President or a Vice
President sign certificates of stock, shall perform all the duties
commonly incident to his office and shall perform such other duties and
have such other powers as the Board of Directors shall from time to time
designate. An Assistant Secretary or a Secretary pro tempore may perform
any of the Secretary's duties.
SECTION 4.5. Treasurer. The Treasurer shall have the care and
custody of the funds of the Company and shall have and exercise under the
supervision of the Board of Directors all the powers and duties commonly
incident to his office and shall give bond in such sum and with such
sureties as may be required by the Board of Directors. He shall have the
custody of all the money, funds and valuable papers and documents of the
Company except his own bond, if any, which shall be in the custody of the
Chief Executive Officer. He shall deposit all the funds of the Company
in such bank or banks, trust company or trust companies or with such firm
or firms doing a banking business as the Directors shall designate. He
may endorse for deposit or collection all notes, checks, drafts and other
obligations payable to the Company or its order. He may issue notes and
accept drafts on behalf of the Company, and he shall keep accurate books
of account of the Company's transactions which shall be the property of
the Company and together with all its property in his possession shall be
subject at all times to the inspection and control of the Directors.
ARTICLE V April 12, 1977
Indemnification
April 12, 1988
April 16, 1991
Any person who was or is a party to any threatened, pending or
completed proceeding, by reason of the fact that he is or was a director,
officer, employee, or agent of the Company or is or was serving at the
request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enter-
prise shall be indemnified by the Company to the full extent permitted by
law against all expenses and liabilities incurred in connection with such
proceeding, including any appeal thereof. Such persons shall also be
- 20 -<PAGE>
Exhibit 3
entitled to advancement of expenses incurred in defending a proceeding in
advance of its final disposition to the full extent permitted by law,
subject to the conditions imposed by law.
Any indemnification or advance of expenses under this article shall be
paid promptly, and in any event within 30 days, after the receipt by the
Company of a written request therefor from the person to be indemnified,
unless with respect to a claim for indemnification the person is not
entitled to indemnification under this article. Unless otherwise
provided by law, the burden of proving that the person is not entitled to
indemnification shall be on the corporation.
The right of indemnification under this article shall be a contract
right inuring to the benefit of the directors, officers and other persons
entitled to be indemnified hereunder and no amendment or repeal of this
article shall adversely affect any right of such director, officer or
other person existing at the time of such amendment or repeal.
The indemnification provided hereunder shall inure to the benefit of
the heirs, executors and administrators of a director, officer or other
person entitled to indemnification hereunder.
As used in this article, the terms "Company", "other enterprises",
"expenses", "liability", "proceeding", "agent" and "serving at the
request of the Company" shall have the meanings ascribed to them in
Section 607.0850 of the Florida Business Corporation Act or any successor
statute.
The right of indemnification under this article shall be in addition
to and not exclusive of all other rights to which such director or
officer or other persons may be entitled. Nothing contained in this
article shall affect any rights to indemnification to which Company
employees or agents other than directors and officers and other persons
entitled to indemnification hereunder may be entitled by contract or
otherwise under law.
ARTICLE VI
Resignations and Removals
SECTION 6.1. Resignations. Any Director, officer or agent of the
Company may resign at any time by giving written notice to the Board of
Directors or to the Chairman of the Board or to the President or to the
Secretary of the Company, and any member of any committee may resign by
giving written notice either as aforesaid or to the committee of which he
is a member or the chairman thereof. Any such resignation shall take
effect at the time specified therein or if the time be not specified,
upon receipt thereof; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.
April 16, 1991
- 21 -<PAGE>
Exhibit 3
SECTION 6.2. Removals. Except as otherwise provided by the
Certificate of Reincorporation (in particular Article THIRD (3),
Paragraph 3.06 thereof), the shareholders at any meeting called for the
purpose by vote of a majority of the shares of capital stock issued and
outstanding and entitled to vote at an election of Directors may, with or
without cause, remove from office any Director. The Board of Directors
by vote of not less than a majority of the entire Board may remove from
office any officer, assistant officer, agent or member of any committee
whether elected or appointed by it or the President at any time with or
without cause, and any assistant officer appointed by the President may
likewise be removed by the President. Any such removal from office shall
not affect the contract rights, if any, of the person so removed.
ARTICLE VII
Capital Stock and Transfer of Stock
SECTION 7.1. Stock Certificates. Every shareholder shall be entitled
to have a certificate or certificates representing all shares of the
capital stock of the Company to which such shareholder is entitled and
subject to applicable statutory requirements, in form prescribed by the
Board of Directors, duly numbered and sealed with the corporate seal of
the Company or bearing a facsimile thereof, engraved, lithographed or
printed, and setting forth the number and kind of shares represented
thereby. Such certificates shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary of the Company.
If certificates of capital stock of the Company are manually signed on
behalf of a Transfer Agent, the signatures of the officers of the Company
may be facsimiles, engraved, lithographed or printed.
If any officer who shall have signed or whose facsimile signature
shall have been placed on a stock certificate shall have ceased to be
such officer for any reason before such certificate shall have been
issued, such certificate may nevertheless be adopted by the Board of
Directors and be issued by the Company as though the person who signed it
or whose facsimile signature has been used thereon had not ceased to be
such officer.
SECTION 7.2. Transfer Agent and Registrar. The Board of Directors
may appoint one or more Transfer Agents and/or Registrars for its stock
of any class or classes and may require stock certificates to be
countersigned and/or registered by one or more of such Transfer Agents
and/or Registrars.
SECTION 7.3. Transfer of Stock. No transfer of the capital stock of
the Company shall be valid against the Company, its shareholders (other
than the transferor) and its creditors for any purposes (except to render
the transferee liable for debts of the Company to the extent provided by
law) until the transfer of such stock shall have been registered upon the
Company's stock transfer books.
Shares of capital stock shall be transferable on the books of the
Company by assignment in writing signed by the holder of record thereof,
his attorney legally constituted or his legal representatives upon
surrender of the certificate or certificates therefor and subject to any
- 22 -<PAGE>
Exhibit 3
valid restriction on the transfer thereof pursuant to the Certificate of
Reincorporation, these Bylaws or any agreement to which the Company is a
party. Except as otherwise required by law, neither the Company nor any
transfer or other agent of the Company shall be bound to take notice of
or recognize any trust, express, implied or constructive, or any charge
or equity affecting any of the shares of the capital stock, or to
ascertain or inquire whether any sale or transfer of any such share by
any holder of record thereof, his attorney legally constituted, or his
legal representative, is authorized by such trust, charge or equity or to
recognize any person as having any interest therein except the holder of
record thereof at the time of any such determination.
SECTION 7.4 Loss of Certificates. In case of the loss, mutilation or
destruction of a certificate of stock, a duplicate certificate may be
issued upon such terms as the Board of Directors shall prescribe.
ARTICLE VIII
Bonds and Debentures
Every bond or debenture issued by the Company shall be signed by the
President or a Vice President and by the Treasurer or an Assistant
Treasurer or by the Secretary or an Assistant Secretary, and sealed with
the seal of the Company. The seal may be facsimile, engraved or printed.
Where such bond or debenture is authenticated with the manual signature
of an authorized officer of the corporate or other trustee designated by
the indenture of trust or other agreement under which said security is
issued, the signature of any of the Company's officers named herein may
be facsimile. In case any officer who signed or whose facsimile
signature has been used on any such bond or debenture shall cease to be
an officer of the Company for any reason before the same has been
delivered by the Company, such bond or debenture may be issued and
delivered as though the person who signed it or whose facsimile signature
has been used thereon had not ceased to be such officer.
ARTICLE IX July 12, 1979
Checks, Drafts and Certain Other
Obligations for the Payment of Money
All notes and other evidences of indebtedness of the Company other
than debentures or bonds shall be signed by such officers, agents or
other persons as the Board of Directors shall by vote or resolution
direct. All checks, drafts or other orders for the payment of money
shall be signed by such officers, agents or other persons as the
President or Treasurer may designate. The signature of any such officer,
agent or other person so designated to sign checks, drafts or other
orders for the payment of money may be facsimile if authorized by the
President or the Treasurer.
ARTICLE X
Seal
The seal of the Company shall consist of a flat-faced circular die
with the words and figures "Tampa Electric Company Incorporated 1899
Reincorporated 1949 Florida" cut or engraved thereon.
- 23 -<PAGE>
Exhibit 10.1
AMENDMENT
to TECO Energy, Inc.
Directors' Retirement Plan
TECO Energy, Inc. hereby amends Section 5, Retirement Benefits,
of the TECO Energy, Inc. Directors' Retirement Plan dated as of
January 1, 1985 to read as follows:
5. Retirement Benefits. The monthly retirement benefit
of a retired director or, in the event of such director's death,
of his/her spouse shall be $1,666.67 and shall be paid in
quarterly installments (based on the number of months during the
quarter for which such person is eligible to receive monthly
benefits) on the last day of each calendar quarter.
Benefits shall commence on the last day of the calendar
quarter in which the director becomes eligible and shall
continue until the first to occur of the following:
(a) The retired director has received
monthly benefits pursuant to the Plan for a number
of months equal to such retired director's months
of service as a director;
(b) Such retired director has received
monthly benefits for one hundred twenty months
pursuant to the Plan; or
(c) The retired director's death or the
death of his/her spouse whichever occurs later.
EXECUTED AND EFFECTIVE as of July 1, 1995 for directors retiring
on or after such date.
TECO ENERGY, INC.
By: /s/ T. L. Guzzle
T. L. Guzzle, Chief Executive Officer
- 22 -<PAGE>
Exhibit 10.2
TECO ENERGY GROUP
SUPPLEMENTAL RETIREMENT BENEFITS
TRUST AGREEMENT
Second Amendment to 1989 Restatement
The TECO Energy Group Supplemental Retirement Benefits Trust
Agreement dated as of April 27, 1989, as amended, is hereby further
amended as follows:
1. The attached Exhibit A is substituted for the existing Exhibit A.
2. The attached Exhibit B is substituted for the existing Exhibit B.
IN WITNESS WHEREOF, the Company and the Trustee have executed this
amendment as of July 17, 1995.
TECO ENERGY, INC.
By: /s/ Roger A. Dunn
Roger A. Dunn
Vice President - Human Resources
NATIONSBANK OF FLORIDA, N.A., as
Trustee
By:
Name:
Title:
- 23 -<PAGE>
Exhibit 10.2
EXHIBIT A
(As revised effective July 17, 1995)
TECO Energy Group Supplemental Executive Retirement Plan
TECO Energy, Inc. Supplemental Executive Retirement Plan for H.L.
Culbreath
TECO Energy Group Supplemental Executive Retirement Plan for T.L. Guzzle
Excess benefit plan contained in the TECO Energy Group Retirement Plan
TECO Energy Group Supplemental Executive Retirement Plan for Roger H.
Kessel
TECO Energy Group Supplemental Executive Retirement Plan for Alan D. Oak
TECO Energy Group Supplemental Executive Retirement Plan for Keith S.
Surgenor
TECO Energy Group Supplemental Executive Retirement Plan for James K.
Taggart
TECO Energy Group Supplemental Executive Retirement Plan for Girard F.
Anderson
TECO Energy Group Supplemental Executive Retirement Plan for Richard E.
Ludwig
TECO Energy Group Supplemental Executive Retirement Plan for Roger A.
Dunn
- 24 -<PAGE>
Exhibit 10.2
EXHIBIT B
(As revised effective July 17, 1995)
Timothy L. Guzzle
Girard F. Anderson
James K. Taggart
Alan D. Oak
Roger H. Kessel
Keith S. Surgenor
Richard E. Ludwig
Roger A. Dunn
- 25 -<PAGE>
Exhibit 10.3
TECO ENERGY GROUP
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
FOR ROGER A. DUNN
SECTION 1. PURPOSE AND EFFECTIVE DATE
The purpose of this plan is to provide Roger A. Dunn, Vice
President - Human Resources of TECO Energy, with additional retirement
income by supplementing the retirement benefits provided under the
retirement plan. The plan is effective as of July 17, 1995.
SECTION 2. DEFINITIONS
This section contains definitions of terms used in the plan. Where
the context so requires, the singular includes the plural, and the
plural includes the singular.
2.1 Annual earnings will have the same meaning as in the
retirement plan, except that the same will be determined without regard
to (a) any dollar limitation on such annual earnings that may be imposed
under the retirement plan or (b) any reduction in taxable income as a
result of voluntary salary reduction deferrals under the TECO Energy
Group Retirement Savings Excess Benefit Plan.
2.2 Average annual earnings of Mr. Dunn as of any date of
reference means the average of his annual earnings during the 36
consecutive months of active employment preceding the date of reference.
2.3 Board means the Board of Directors of TECO Energy.
2.4 Committee means the retirement plan committee as constituted
under the retirement plan.
2.5 TECO Energy means TECO Energy, Inc. and any successor to all
or a major portion of its assets or business which assumes the
obligations of TECO Energy, Inc. under this plan.
2.6 Disability income plan means the TECO Energy Group Disability
Income Plan, as amended from time to time.
2.7 Plan means the TECO Energy Group Supplemental Executive
Retirement Plan for Roger A. Dunn, as set forth in this plan instrument,
and as it may be amended from time to time.
2.8 Retirement means termination of Mr. Dunn's employment with
TECO Energy by Mr. Dunn or TECO Energy for any reason on or after he
attains age 55 years and 10 months.
- 26 -<PAGE>
Exhibit 10.3
2.9 Retirement plan means the TECO Energy Group Retirement Plan,
as amended from time to time.
2.10 Service will have the same meaning as "plan service" in the
retirement plan.
2.11 Social security benefit of Mr. Dunn as of any date of
reference (the "computation date") means the primary insurance amount to
which he is or would be entitled, payable under Title II of the Social
Security Act as in effect on such date, based on the assumptions: (a)
that no changes in the benefit levels payable or the wage base under
Title II occur after the computation date; (b) that, if the computation
date falls before his the date he reaches age 62 years and 10 months,
his annual earnings during the calendar year in which the computation
date falls and during any subsequent calendar year before the calendar
year in which he reaches such age is zero; (c) that payment of his
primary insurance amount begins for the month after he reaches age 62
years and 10 months, or his date of retirement if later, without
reduction or delay because of future gainful employment or delay in
applying for benefits; and (d) that his earnings for calendar years
before the calendar year in which the computation date falls will be
determined using his actual earnings history if available, and otherwise
by applying a six percent retrospective salary scale to his rate of
annual earnings in effect on the computation date. The social security
benefit of Mr. Dunn if he retires after age 65 years and 10 months will
include any delayed retirement credit.
2.12 Survivor income plan means the TECO Energy Group Survivor
Income Plan, as amended from time to time.
SECTION 3. RETIREMENT BENEFITS
3.1 Retirement at or after age 62 years and 10 months. Subject to
the reductions in Section 6.1 below, if Mr. Dunn retires on or after
attaining age 62 years and 10 months, he will receive a supplemental
monthly retirement benefit equal to one-twelfth of 3 percent of his
average annual earnings multiplied by his years of service (or portions
thereof) up to a maximum benefit of 35.5% of his final average earnings
(35.5% percent is equal to three percent multiplied by a maximum of 11
years and 10 months of service) . Mr. Dunn's retirement benefit
hereunder will be calculated using his years of service (or portions
thereof) and average annual earnings as of his actual date of
retirement.
3.2 Retirement before age 62 years and 10 months. Subject to the
reductions in Section 6.1 below, if Mr. Dunn retires before attaining
age 62 years and 10 months, he will receive a supplemental monthly
retirement benefit equal to one-twelfth of (a) the amount determined
using the formula in Section 3.1 above, multiplied by (b) an early
retirement factor determined under the following table:
- 27 -<PAGE>
Exhibit 10.3
Years by which the
start of payments
precedes age 62 Early retirement
years and 10 months* factor
7 .65
6 .70
5 .75
4 .80
3 .85
2 .90
1 .95
* Interpolate for completed months
3.3 Termination before age 55 years and 10 months. If Mr. Dunn's
employment terminates for any reason before age 55 years and 10 months,
he will receive a supplemental monthly pension equal to one-twelfth of
the amount determined under the formula in Section 3.2 above, calculated
using his years of service (or portions thereof) and average annual
earnings as of his date of termination.
3.4 Form and time of retirement benefits The plan's retirement
benefits will be payable to Mr. Dunn in the form of a life annuity.
Benefit payments will begin on the first day of the month coinciding
with or next following the date of his retirement. If Mr. Dunn's
employment terminates before age 55 years and 10 months, benefits will
begin on the first day of the month coinciding with or next following
the date he attains age 55 years and 10 months.
SECTION 4. SURVIVING SPOUSE BENEFIT
3.1 Eligibility. Mr. Dunn's surviving spouse will receive the
surviving spouse benefit if Mr. Dunn and his spouse were married to each
other for at least the 12 months preceding Mr. Dunn's death and, in the
case of Mr. Dunn's death after retirement, Mr. Dunn and his spouse were
married to each other on Mr. Dunn's date of retirement.
3.2 Amount of surviving spouse benefit. Subject to the reductions
described in Section 6.2 below, the benefit provided under the plan to
Mr. Dunn's surviving spouse will be determined as follows:
(a) Pre-retirement before age 62 years and 10 months. If Mr.
Dunn dies during employment with TECO Energy and before he reaches age
62 years and 10 months, his surviving spouse will receive a monthly
survivor income payment equal to 50 percent of his monthly projected
retirement benefit. Mr. Dunn's monthly projected retirement benefit is
the monthly benefit he would have received if he had retired at age 62
years and 10 months under Section 3.1 calculated using his average
annual earnings determined as of his date of death.
- 28 -<PAGE>
Exhibit 10.3
(b) Pre-retirement on or after age 62 years and 10 months.
If Mr. Dunn dies during employment with TECO Energy on or after age 62
years and 10 months, his surviving spouse will receive a monthly
survivor income payment equal to 50 percent of his monthly retirement
benefit earned under Section 3.1 using his years of service (or portions
thereof) and his average annual earnings as of his date of death.
(c) Post-retirement. If Mr. Dunn dies on or after the date
of his retirement, his surviving spouse will receive a monthly survivor
income payment equal to 50 percent of the monthly benefit payment he was
receiving at his death (or would have received if he had survived until
the first payment date).
3.3 Form and time of surviving spouse benefit. Surviving spouse
benefits under this Section 4 will be payable in the form of a life
annuity to the surviving spouse. Benefit payments will begin on the
first day of the month coinciding with or next following the date of Mr.
Dunn's death.
SECTION 5. DISABILITY
3.1 If Mr. Dunn suffers a total disability (as defined in the
disability income plan) before age 62 years and 10 months, he will
continue to be credited with service as if he were actively employed by
TECO Energy during his period of total disability. Mr. Dunn may not
receive benefits under this plan at any time when he is receiving
disability income payments under the disability income plan. Benefits
under this plan will begin when payments cease under the disability
income plan.
3.2 Mr. Dunn's disability date is his last day of work for TECO
Energy before becoming unable to continue working because of his total
disability. A period of total disability of Mr. Dunn will begin on his
disability date and will end on the earlier of the last day of the month
in which his final disability income payment is due under the disability
income plan or on the date he retires hereunder and starts receiving
benefit payments.
3.3 If Mr. Dunn does not return to active service with TECO Energy
after suffering a total disability, his retirement benefits under
Section 3 will be calculated using his average annual earnings as of his
disability date, his total service including service credited under
Section 5.1 above, and his primary social security benefit as of his
date of disability.
3.4 If Mr. Dunn dies while disabled, his surviving spouse will, if
eligible, receive the pre-retirement surviving spouse benefit determined
under Section 4.2(a) or (b).
- 29 -<PAGE>
Exhibit 10.3
SECTION 6. OFFSET FOR OTHER PAYMENTS
3.1 Mr. Dunn's retirement benefit will be reduced (but not below
zero) by the following payments, with such reductions starting when such
payments are assumed to begin: (a) 100 percent of the social security
benefit of Mr. Dunn assuming such benefit begins on the later of the
date he reaches age 62 years and 10 months or his actual retirement, and
(b) the amount of his benefit payments under the retirement plan
(converted to a life annuity if such payments are in an optional form),
assuming such payments begin on the later of the date he reaches age 55
years and 10 months or his actual retirement.
3.2 The benefit of Mr. Dunn's surviving spouse will be reduced
(but not below zero) by the following payments: (a) payments under the
survivor income plan, and (b) payments under the retirement plan.
SECTION 7. BENEFITS NOT CURRENTLY FUNDED
3.1 Nothing in this plan will be construed to create a trust or to
obligate TECO Energy or any other employer to segregate a fund, purchase
an insurance contract, or in any other way currently to fund the future
payment of any benefits hereunder, nor will anything herein be construed
to give Mr. Dunn or any other person rights to any specific assets of
TECO Energy or of any other employer or entity.
3.2 Notwithstanding Section 7.1, TECO Energy has established a
grantor trust of which it is treated as the owner under Section 671 of
the Internal Revenue Code to provide for the payment of benefits
hereunder.
SECTION 8. ADMINISTRATION
The plan will be administered by the committee, which will have
full power and authority to construe, interpret and administer the plan.
Decisions of the committee will be final and binding on all persons.
The committee may, in its discretion, adopt, amend and rescind rules and
regulations relating to the administration of the plan.
SECTION 9. RIGHTS NON-ASSIGNABLE
Neither Mr. Dunn, his surviving spouse, nor any other person will
have any right to assign or otherwise to alienate the right to receive
payments under the plan, in whole or in part.
- 30 -<PAGE>
Exhibit 10.3
SECTION 10. OTHER BENEFIT PLANS
This plan will supersede any obligation to pay benefits to Mr. Dunn
under the excess benefit plan contained in the retirement plan or the
TECO Energy Group Supplemental Executive Retirement Plan, as they may be
amended from time to time. No benefits will be payable to Mr. Dunn
under the excess benefit plan or the TECO Energy Group Supplemental
Executive Retirement Plan.
SECTION 11. AMENDMENT
TECO Energy reserves the right at any time by action of the board
to amend the plan in any way. However, no amendment of the plan may
reduce the benefits to be paid to Mr. Dunn or his surviving spouse below
those that would have been paid if the plan had continued without change
to the date of Mr. Dunn's retirement or termination of employment for
any reason.
Executed as of July 17, 1995.
TECO ENERGY, INC.
By: /s/ Timothy L. Guzzle
Timothy L. Guzzle
Chief Executive Officer
ROGER A. DUNN
/s/ Roger A. Dunn
- 31 -<PAGE>
Exhibit 12
TAMPA ELECTRIC COMPANY
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the company's ratio of earnings to
fixed charges for the periods indicated.
Six Months Twelve Months
Ended Ended Year Ended December 31,
(1) (1) (2)
June 30, 1995 June 30, 1995 1994 1993 1992 1991 1990
4.15x 4.19x 4.11x 3.98x 4.16x 3.66x 3.64x
For the purposes of calculating this ratio, earnings consist of income
before income taxes and fixed charges. Fixed charges consist of interest
on indebtedness, amortization of debt premium, the interest component of
rentals and preferred stock dividend requirements.
(1) Includes the effect of restructuring charge of $21.3 million pretax.
The effect of this charge was to reduce the ratio of earnings to fixed
charges. Had this non-recurring charge been excluded from the
calculation, the ratio of earnings to fixed charges would have been
4.52x for the period ended Dec. 31, 1994 and 4.58x for the twelve
months ended June 30, 1995.
(2) Includes the effect of the non-recurring $10-million pretax charge
associated with a coal pricing settlement. The effect of this charge
was to reduce the ratio of earnings to fixed charges. Had this non-
recurring charge been excluded from the calculation, the ratio of
earnings to fixed charges would have been 4.17x for the year ended
Dec. 31, 1993.
- 32 -<PAGE>
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THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE TAMPA ELECTRIC COMPANY BALANCE SHEETS,
STATEMENTS OF INCOME AND STATEMENTS OF CASH FLOWS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000096271
<NAME> Tampa Electric Company
<MULTIPLIER> 1000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-1-1995
<PERIOD-END> JUN-30-1995
<PERIOD-TYPE> 6-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 2,099,071
<OTHER-PROPERTY-AND-INVEST> 192
<TOTAL-CURRENT-ASSETS> 229,644
<TOTAL-DEFERRED-CHARGES> 194,758
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 2,523,665
<COMMON> 118,358
<CAPITAL-SURPLUS-PAID-IN> 708,598
<RETAINED-EARNINGS> 188,275
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,015,231
0
54,956
<LONG-TERM-DEBT-NET> 582,978
<SHORT-TERM-NOTES> 0
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<COMMERCIAL-PAPER-OBLIGATIONS> 113,000
<LONG-TERM-DEBT-CURRENT-PORT> 26,030
0
<CAPITAL-LEASE-OBLIGATIONS> 0
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<OTHER-ITEMS-CAPITAL-AND-LIAB> 731,470
<TOT-CAPITALIZATION-AND-LIAB> 2,523,665
<GROSS-OPERATING-REVENUE> 532,890
<INCOME-TAX-EXPENSE> 28,493
<OTHER-OPERATING-EXPENSES> 426,571
<TOTAL-OPERATING-EXPENSES> 455,064
<OPERATING-INCOME-LOSS> 77,826
<OTHER-INCOME-NET> 2,568
<INCOME-BEFORE-INTEREST-EXPEN> 80,394
<TOTAL-INTEREST-EXPENSE> 21,163
<NET-INCOME> 59,231
1,784
<EARNINGS-AVAILABLE-FOR-COMM> 57,447
<COMMON-STOCK-DIVIDENDS> 42,471
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<PAGE>
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