FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
X Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1994
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 (I.R.S. Employer
incorporation or organization) Identification Number)
TECO Plaza
702 N. Franklin Street
Tampa, Florida 33602
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (813)228-4111
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of February 28, 1995 was zero.
As of February 28, 1995, there were 10 shares of the registrant's common
stock issued and outstanding, all of which were held, beneficially and of
record, by TECO Energy, Inc.
DOCUMENTS INCORPORATED BY REFERENCE
None<PAGE>
PART I
Item 1. BUSINESS.
T a m p a Electric Company (Tampa Electric or the company) was
incorporated in Florida in 1899 and was reincorporated in 1949. As a result
of restructuring in 1981, the company became a subsidiary of TECO Energy,
Inc. (TECO Energy), a diversified energy-related holding company. The
company is a public utility operating wholly within the state of Florida
and is engaged in the generation, purchase, transmission, distribution and
sale of electric energy. The retail territory served comprises an area of
about 2,000 square miles in West Central Florida, including substantially
all of Hillsborough County and parts of Polk, Pasco and Pinellas Counties,
and has an estimated population of over one million. The principal
communities served are Tampa, Winter Haven, Plant City and Dade City. In
addition, the company engages in wholesale sales to other utilities which
consist of broker economy, requirements and other types of service of
varying duration and priority. The company has three electric generating
stations in or near Tampa and two electric generating stations located near
Sebring, a city located in Highlands County in South Central Florida.
The company had 2,828 employees as of Jan. 1, 1995, of which 1,154
were represented by the International Brotherhood of Electrical Workers
(IBEW) and 333 by the Office and Professional Employees International
Union.
In 1994, approximately 46 percent of the company's total operating
revenue was derived from residential sales, 29 percent from commercial
sales, 10 percent from industrial sales and 15 percent from other sales
including bulk power sales for resale.
No material part of the company's business is dependent upon a single
customer or a few customers, the loss of any one or more of whom would have
a materially adverse effect on the company, except that 8 customers in the
phosphate industry accounted for 5 percent of operating revenues in 1994.
The company's business is not a seasonal one, but winter peak loads
are experienced due to fewer daylight hours and colder temperatures, and
summer peak loads are experienced due to use of air conditioning and other
cooling equipment.
Regulation
The retail operations of the company are regulated by the Florida
Public Service Commission (FPSC), which has jurisdiction over retail rates,
the quality of service, issuances of securities, planning, siting and
construction of facilities, accounting and depreciation practices and other
matters.
The company is also subject to regulation by the Federal Energy
Regulatory Commission (FERC) in various respects including wholesale power
sales, certain wholesale power purchases, transmission services and
accounting and depreciation practices.
Federal, state and local environmental laws and regulations cover air
quality, water quality, land use, power plant, substation and transmission
line siting, noise and aesthetics, solid waste and other environmental
matters. See Environmental Matters on page 6.
2<PAGE>
TECO Transport & Trade Corporation (TECO Transport) and TECO Coal
Corporation (TECO Coal), subsidiaries of TECO Energy, sell transportation
services and coal to the company and to third parties. The transactions
between the company and these affiliates and the prices paid by the company
are subject to regulation by the FPSC and FERC, and any charges deemed to
be imprudently incurred may not be allowed to be billed to the company's
customers. See Utility Regulation on pages 15 and 16.
Competition
The company's retail business is substantially free from direct
competition with other electric utilities, municipalities and public
agencies. At the present time, the principal form of competition at the
retail level consists of the self-generation option available to larger
industrial users of electric energy. The company anticipates that such
users, and possibly commercial and residential customers as well, may seek
to expand their options through legislative and/or regulatory initiatives
that would permit competition at the retail level. The company intends to
take all appropriate actions to retain and expand its retail business and
to continue its efforts to reduce costs and provide high quality service to
retail customers.
There is presently active competition in the wholesale power markets,
and this is increasing, largely as a result of the Energy Policy Act of
1992 and related federal initiatives. This Act removed certain regulatory
barriers to independent power producers under the Public Utility Holding
Company Act of 1935 and required utilities to transmit power from such
producers, utilities and others to wholesale customers under certain
circumstances. In a related development, the two largest electric utilities
in Florida have filed new transmission tariffs with FERC. The company is
challenging various aspects of these tariffs on the grounds that they have
anti-competitive effects which adversely affect wholesale power markets and
the company's ability to compete for wholesale power sales. In addition to
these initiatives, the company continues its efforts to increase its
wholesale business by reducing costs and maintaining competitive prices.
Retail Pricing
In general, the FPSC's pricing objective is to set rates at a level
that allows the utility to collect total revenues (revenue requirements)
equal to its cost of providing service, including a reasonable return on
invested capital.
The basic costs, other than fuel and purchased power, of providing
electric service are recovered through base rates, which are designed to
recover the costs of owning, operating and maintaining the utility system.
These costs include operation and maintenance expenses, depreciation and
taxes, as well as a return on the company's investment in assets used and
useful in providing electric service (rate base). The rate of return on
rate base, which is intended to approximate the company's weighted cost of
capital, includes its costs for debt and preferred stock, deferred income
taxes at a zero cost rate and an allowed return on common equity. Base
prices are determined in FPSC price setting hearings that occur at
irregular intervals at the initiative of the company, the FPSC or other
parties.
3<PAGE>
Fuel and certain purchased power costs are recovered through levelized
monthly charges established pursuant to the FPSC's fuel adjustment and cost
recovery clauses. These charges, which are reset semi-annually in an FPSC
hearing, are based on estimated costs of fuel and purchased power and
estimated customer usage for a specific recovery period, with a true-up
adjustment to reflect the variance of actual costs from the projected
charges for prior periods.
The FPSC may disallow recovery of any costs that it considers
imprudently incurred.
Certain non-fuel costs and the accelerated recovery of the costs of
conversion from oil-fired to coal-fired generation at the company's Gannon
Station are recovered through the FPSC's oil backout clause. Accelerated
r e c overy of this project's costs is obtained through accelerated
depreciation, which is permitted in an amount equal to two-thirds of the
net fuel savings of the project. The remaining one-third of the savings is
realized on a current basis by customers through the fuel adjustment
clause. See further discussion in Note A on page 26.
Fuel
About 99 percent of the company's generation for 1994 was from its
coal-fired units. The same level is anticipated for 1995.
The company's average fuel cost per million BTU and average cost per
ton of coal burned have been as follows:
Average cost
per million BTU: 1994 1993 1992 1991 1990
Coal $ 2.22 $ 2.26 $ 2.23 $ 2.22 $ 2.11
Oil $ 2.49 $ 2.69 $ 2.76 $ 3.21 $ 5.21
Gas -- $ 3.52 $ 2.43 $ 1.98 --
Composite $ 2.22 $ 2.27 $ 2.24 $ 2.25 $ 2.14
Average cost per ton
of coal burned $53.39 $54.55 $53.65 $53.87 $51.07
The company's generating stations burn fuels as follows: Gannon
Station burns low-sulfur coal; Big Bend Station burns coal of a somewhat
higher sulfur content; Hookers Point Station burns low-sulfur oil; Phillips
Station burns oil of a somewhat higher sulfur content; and Dinner Lake
Station, which was placed on long-term reserve standby in March 1994, burns
natural gas and oil.
Coal. The company burned approximately 6.8 million tons of coal
during 1994 and estimates that its coal consumption will be 6.9 million
tons for 1995. During 1994, the company purchased approximately 76 percent
of its coal under long-term contracts with seven suppliers, including TECO
C o a l, and 24 percent of its coal in the spot market or under
intermediate-term purchase agreements. About 28 percent of the company's
1994 coal requirements were supplied by TECO Coal. During December 1994,
the average delivered cost of coal (including transportation) was $52.40
per ton, or $2.18 per million BTU. The company expects to obtain
approximately 69 percent of its coal requirements in 1995 under long-term
contracts with six suppliers, including TECO Coal, with the remaining 31
percent in the spot market. The company's long-term coal contracts provide
for revisions in the base price to reflect changes in a wide range of cost
factors and for suspension or reduction of deliveries if environmental
4<PAGE>
regulations should prevent the company from burning the coal supplied,
provided that a good faith effort has been made to continue burning such
coal. The company estimates that about 23 percent of its 1995 coal
requirements will be supplied by TECO Coal. For information concerning
transactions with affiliated companies, see Note I. on page 33.
In 1994, about 85 percent of the company's coal supply was deep-mined
and approximately 15 percent was surface-mined. Federal surface-mining laws
and regulations have not had any material adverse impact on the company's
coal supply or results of its operations. The company, however, cannot
predict the effect on the market price of coal of any future mining laws
and regulations. Although there are reserves of surface-mineable coal
dedicated by suppliers to the company's account, high-quality coal reserves
in Kentucky that can be economically surface-mined are being depleted and
in the future more coal will be deep-mined. This trend is not expected to
result in any significant additional costs to the company.
Oil. The company has supply agreements through Dec. 31, 1995 for No. 2
fuel oil and No. 6 fuel oil for its four combustion turbine units, Hookers
Point Station and Phillips Station at prices based on Gulf Coast Cargo spot
prices. The price for No. 2 fuel oil deliveries taken in December 1994 was
$23.00 per barrel, or $3.96 per million BTU. The price for No. 6 fuel oil
deliveries taken in August 1994 was $15.10 per barrel, or $2.39 per
million BTU. There were no No. 6 fuel oil deliveries taken from September
through December 1994.
Franchises
The company holds franchises and other rights that, together with its
charter powers, give it the right to carry on its retail business in the
localities it serves. The franchises are irrevocable and are not subject to
amendment without the consent of the company, although, in certain events,
they are subject to forfeiture.
Florida municipalities are prohibited from granting any franchise for
a term exceeding 30 years. If a franchise is not renewed by a municipality,
the franchisee has the statutory right to require the municipality to
purchase any and all property used in connection with the franchise at a
v a l u ation to be fixed by arbitration. In addition, all of the
municipalities except for the cities of Tampa and Winter Haven have
reserved the right to purchase the company's property used in the exercise
of its franchise, if the franchise is not renewed.
T h e c o mpany has franchise agreements with 13 incorporated
municipalities within its retail service area. These agreements have
various expiration dates ranging from December 2005 to September 2021,
including the agreement with the city of Tampa, which expires in August
2006. The company has no reason to believe that any of these franchises
will not be renewed.
Franchise fees payable by the company, which totaled $19.9 million in
1994, are calculated using a formula based primarily on electric revenues.
5<PAGE>
Utility operations in Hillsborough, Pasco, Pinellas and Polk Counties
outside of incorporated municipalities are conducted in each case under one
or more permits to use county rights-of-way granted by the county
commissioners of such counties. There is no law limiting the time for which
such permits may be granted by counties. There are no fixed expiration
dates for the Hillsborough County and Pinellas County agreements. The
agreements covering electric operations in Pasco and Polk counties expire
in September 2033 and March 2005, respectively.
Environmental Matters
The company's operations are subject to county, state and federal
environmental regulations. The Hillsborough County Environmental Protection
C o mmission and the Florida Environmental Regulation Commission are
responsible for promulgating environmental regulations and coordinating
most of the environmental regulation functions performed by the various
departments of state government. The Florida Department of Environmental
Protection (FDEP) is responsible for the administration and enforcement of
the state regulations. The U.S. Environmental Protection Agency (EPA) is
the primary federal agency with environmental responsibility.
The company has all required environmental permits. In addition, a
monitoring program is in place to assure compliance with permit conditions.
The company has been identified as one of numerous potentially responsible
parties (PRP) with respect to nine Superfund Sites. While the total costs
of remediation at these sites may be significant, the company shares
potential liability with other PRPs, many of which have substantial assets.
The company expects that its liability in connection with these sites will
not be significant.
Expenditures. During the five years ended Dec. 31, 1994, the company
s p e n t $98.6 million on capital additions to meet environmental
requirements, including $45.7 million for the Polk Power Station project.
Environmental expenditures are estimated at $69 million for 1995 and $58
million in total for 1996-1999, including, respectively, $65 million and
$48 million for the planned Polk Power Station. These totals exclude
amounts required to comply with Phase II of the 1990 amendments to the
Clean Air Act.
The company is complying with the Phase I emission limitations imposed
by the Clean Air Act which became effective Jan. 1, 1995 by using blends of
lower-sulfur coal and the use of a small quantity of purchased sulfur
dioxide allowances. In support of its Phase I compliance plan, the company
has entered into two long-term contracts effective in late 1994 for the
purchase of low-sulfur coal.
To comply with Phase II emission standards set for 2000, the company
would likely use blends of low-sulfur coal and flue gas scrubbing. The
company expects to spend $35 million of capital to comply with Phase II of
the Clean Air Act as described in the Capital Expenditures section on page
14.
The aggregate effect of Phase I and Phase II compliance on the
utility's price structure is estimated to be 2 percent or less.
6<PAGE>
In addition to recovering prudently incurred environmental costs
through base rates, the company can petition the FPSC for such recoveries
on a current basis pursuant to a statutory environmental cost recovery
procedure.
Item 2. PROPERTIES.
The company believes that its physical properties are adequate to
carry on its business as currently conducted. The properties are generally
subject to liens securing long-term debt.
The company had four electric generating plants and four combustion
turbine units in service with a total net generating capability at Dec. 31,
1994 of 3,393 MWs, including Big Bend (1,747-MW capability for four coal
units), Gannon (1,196-MW capability for six coal units), Hookers Point
(212-MW capability for five oil units), Phillips (34-MW capability for two
diesel units) and four combustion turbine units located at the Big Bend and
Gannon stations (204 MWs). Capability as used herein represents the
demonstrable dependable load carrying abilities of the generating units
during peak periods as proven under actual operating conditions. Units at
Hookers Point went into service from 1948 to 1955, at Gannon from 1957 to
1967, and at Big Bend from 1970 to 1985. In 1991, Tampa Electric purchased
two power plants (Dinner Lake and Phillips) from the Sebring Utilities
Commission (Sebring). Dinner Lake (11-MW capability for one natural gas
unit) and Phillips were placed in service by Sebring in 1966 and 1983,
respectively. In March 1994, Dinner Lake Station was placed on long-term
reserve standby.
The company owns approximately 4,350 acres of previously mined
phosphate land located in Polk County, Florida. This site will accommodate
the planned Polk Unit One electric power plant and additional generating
capacity in the future. Polk Unit One is discussed further under Capital
Expenditures on pages 14 and 15.
The company owns 176 substations having an aggregate transformer
c a p a city of 15,231,497 KVA. The transmission system consists of
approximately 1,183 pole miles of high voltage transmission lines, and the
distribution system consists of 6,791 pole miles of overhead lines and
2,357 trench miles of underground lines. As of Dec. 31, 1994, there were
491,101 meters in service. All of the foregoing property is located within
Florida.
All plants and important fixed assets are held in fee except that
title to some of the properties are subject to easements, leases,
contracts, covenants and similar encumbrances and minor defects, of a
nature common to properties of the size and character of those of the
company.
T h e company has easements for rights-of-way adequate for the
maintenance and operation of its electrical transmission and distribution
lines that are not constructed upon public highways, roads and streets. It
has the power of eminent domain under Florida law for the acquisition of
any such rights-of-way for the operation of transmission and distribution
lines. Transmission and distribution lines located in public ways are
maintained under franchises or permits.
The company has a long-term lease for the office building in downtown
Tampa, Florida, that serves as its headquarters.
7<PAGE>
Item 3. LEGAL PROCEEDINGS.
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted during the fourth quarter of 1994 to a vote of
the company's security holders through the solicitation of proxies or
otherwise.
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
All of the company's common stock is owned by TECO Energy and,
therefore, there is no market for the stock.
The company pays dividends substantially equal to its net income
applicable to common stock to TECO Energy. Such dividends totaled $115.8
million for 1994 and $102.4 million for 1993. See Note C on page 28 for a
description of restrictions on dividends on the company's common stock.
Item 6. SELECTED FINANCIAL DATA.
(millions of dollars)
Year ended
Dec. 31, 1994 1993 1992 1991 1990
Operating
revenues $1,094.9 $1,041.3 $1,005.7 $ 987.5 $ 939.8
Net income (1) $ 110.1 $ 106.6 $ 110.8 $ 107.4 $ 108.2
Total assets $2,417.8 $2,267.5* $2,104.7* $1,994.5 $1,918.8
Long-term debt $ 607.3 $ 606.6* $ 591.5* $ 513.7 $ 513.9
*These balances have been restated to reflect current year presentation.
( 1 ) 1994 net income includes the effect of a one-time corporate
restructuring charge of $13 million, after tax.
8<PAGE>
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
EARNINGS SUMMARY
Tampa Electric's net income for 1994 of $110 million was 3 percent
higher than 1993's primarily due to higher revenues partially offset by
higher operating and maintenance expenses, and the restructuring charge
described below.
In 1993, net income was 4 percent lower than in 1992 primarily due to
a $10 million non-recurring coal settlement charge in 1993 described in the
Other Income (Expense) section on page 13.
The company recorded a one-time $21 million pretax restructuring
charge ($13 million after tax) in the fourth quarter of 1994. The
restructuring program included almost a 10-percent reduction in staffing
levels and other cost reductions. Approximately 70 percent of the charge
represents costs associated with retirement benefits. See Note F on page
31.
OPERATING RESULTS
The company's operating income before the restructuring charge
increased 9 percent in 1994. Higher base revenues from retail customer
growth, increased retail energy usage and a retail price increase effective
in January were partially offset by higher operating expenses.
The company's 1993 operating income was even with 1992's as increased
operating income from nearly 2-percent customer growth and a retail price
increase were offset by higher operating expenses.
1994 Change 1993 Change 1992
(millions of dollars)
Revenues $1,094.9 5.1% $1,041.3 3.5% $1,005.7
Operating expenses 926.5 4.4% 887.2 4.1% 852.5
Operating income
before restructuring
charge 168.4 9.3% 154.1 .5% 153.2
Restructuring charge 21.3 - - - -
Operating income $ 147.1 -4.5% $ 154.1 .5% $ 153.2
Operating Revenues
The company's revenues rose in 1994 with retail customer growth of 2
percent and increased retail energy sales of almost 4 percent. In 1993
customer growth of almost 2 percent and higher long-term contract sales to
other utilities increased operating revenues. Retail price increases of $16
million and $12 million became effective January 1994 and February 1993,
respectively.
9<PAGE>
Retail megawatt-hour sales declined slightly in 1993 from 1992, the
result of the significant reduction in energy demand from industrial
phosphate customers. This industry experienced a sharp recession in 1993.
The economy in the company's service area showed significant strength
in 1994 after slow growth in 1993 and 1992. As a result residential and
commercial energy sales were up by 4 percent in 1994. Sales to the
phosphate industry also grew, up by more than 3 percent in 1994 as these
companies recovered from their industry-wide recession.
With continued economic recovery, total retail energy sales are
expected to remain strong. Energy sales growth in the residential and
commercial sectors are expected to be 2.5-3.0 percent for the next five
years. Energy sales to industrial customers are expected to represent a
smaller percentage of total energy sales over the same period. This is
primarily due to the depletion of phosphate reserves and the resulting
movement of mining activities out of the company's service area.
Non-fuel revenues from sales to other utilities were $33 million in
1994, $34 million in 1993 and $33 million in 1992. Energy sold to other
utilities declined in 1994 because of lower-priced oil and gas-fired
generation available on other systems. By shifting to higher-margin
longer-term power sales agreements, the 10-percent decline in sales to
other utilities in 1994 resulted in only a 3-percent decline in non-fuel
revenues.
Signing of longer-term wholesale power sales agreements remains a
priority. Within the last three years, the company has added seven bulk
power sales contracts of varying capacities and terms. Low-cost, coal-
fired generation has allowed the company to market its available capacity
successfully.
1994 Change 1993 Change 1992
Megawatt-hour sales
(thousands)
Residential 5,947 4.2% 5,706 2.6% 5,560
Commercial 4,583 3.4% 4,432 2.3% 4,333
Industrial 2,278 1.9% 2,236 -14.8% 2,625
Other 1,124 4.7% 1,073 3.8% 1,034
Total retail 13,932 3.6% 13,447 -.8% 13,552
Sales for resale 2,102 -9.8% 2,330 -14.0% 2,710
Total energy sold 16,034 1.6% 15,777 -3.0% 16,262
Retail customers 485,698 1.8% 477,010 1.7% 468,997
(average)
Operating Expenses
Effective cost management and efficiency improvements continued to be
principal objectives at the company. Total operating expenses in 1994
included the restructuring charge discussed in the Earnings Summary section
on page 9, the $4-million annual charge to develop a transmission and
distribution property storm-damage reserve in accordance with regulatory
directives described in the Utility Regulation section on pages 15 and 16
and the effects of accounting for fuel expense in accordance with FPSC
requirements. Continued emphasis on cost containment limited growth in
operating expenses in 1994 to 4 percent, excluding the amounts recovered
10<PAGE>
through FPSC-approved cost recovery clauses, the $21-million restructuring
charge and the $4-million annual accrual for the storm damage reserve.
Certain fuel, purchased capacity, conservation and oil backout costs were
fully recovered and had no impact on earnings.
1994 Change 1993 Change 1992
(millions of dollars)
Fuel $389.3 7.2% $363.2 -4.0% $378.2
Purchased power 33.4 -14.4% 39.0 98.0% 19.7
Total fuel cost 422.7 5.1% 402.2 1.1% 397.9
Other operating expenses 171.6 8.8% 157.7 9.8% 143.6
Maintenance 72.9 2.1% 71.4 4.2% 68.5
Depreciation 115.1 2.9% 111.9 9.6% 102.1
Taxes, federal and state
income 57.4 -5.0% 60.5 -2.1% 61.8
Taxes, other than income 86.8 3.9% 83.5 6.2% 78.6
Operating expenses 926.5 4.4% 887.2 4.1% 852.5
Restructuring charge 21.3 - - - -
Total operating expenses 947.8 6.8% 887.2 4.1% 852.5
Less: recoverable fuel,
purchased capacity,
conservation,
and oil backout
expenses 437.1 3.7% 421.6 3.7% 406.4
Net operating expenses $510.7 9.7% $465.6 4.4% $446.1
Other operating expenses increased 5 percent, excluding amounts
recovered through FPSC-approved cost recovery clauses and the $4-million
accrual for the storm damage reserve. Included in the increase were
higher employee-related expenses, higher accruals for self-insurance
liability reserves and increased expenses for regulatory activity.
The largest employee-related increase in expense was the pay-at-risk
program for all employees. This program, which began in 1992, places a
percentage of all employees' pay at risk subject to the company achieving
or surpassing various annual goals. The program is strongly linked to
operating results; good results in 1994 produced a higher payout than in
1993. This program will continue with an increasing pay-at-risk component
for all employees in 1995.
The restructuring actions taken in 1994 will help mitigate future
increases in other operating expenses. The company expects to recover the
$ 2 1 -million corporate restructuring charge through lower operating
expenses within two years.
11<PAGE>
The increase in other operating expense in 1993 included $6 million
related to changes in accounting for postemployment benefits. Higher
medical coverage costs and other employee-related expenses and greater
regulatory activity also increased 1993 expenses.
Continued efforts at cost control reduced maintenance expense in many
areas of the company in 1994 and helped partially offset increased
scheduled generating unit maintenance expenses during the year. Ongoing
work redesign efforts and equipment modifications and enhancements will
help moderate maintenance expense increases in the future.
Maintenance expense in 1993 was unchanged from 1992, excluding $2.5
million of oil backout costs which are recovered through a specific FPSC-
approved recovery clause.
Depreciation expense increased both years because of normal additions
to plant and equipment. A large increase in 1993 was due primarily to the
transfer of the assets of the Gannon Project Trust to the company.
Taxes, other than those on income, were up each year, mainly
reflecting higher gross receipts taxes and franchise fees which were
included in customer bills. Property taxes also contributed to the increase
in 1993.
Total fuel cost and purchased power expense was 5 percent higher in
1994 due to the accounting for deferred fuel expense consistent with the
FPSC-approved fuel clause. Actual system fuel cost incurred was in line
with 1993 due to the mix in operating generating units and the company's
success in using lower-priced coals. In 1993 the average fuel price
increased due to an unavailability of lower-priced spot coal caused by the
United Mine Workers' strike.
The company purchased less energy in 1994 because its generating units
performed at higher levels of availability. Substantially all fuel and
purchased power expenses were recovered through the Fuel and Purchased
Power Cost Recovery Clause.
Nearly all of the company's generation in the last three years has
been from coal, and the fuel mix will continue to be substantially coal.
Coal prices are expected to remain stable during the next few years
compared with either oil or gas prices, and the company continues to work
to reduce its fuel costs.
Coal Contract Buyout
In December 1994 the company bought out an existing long-term coal
supply contract which would have expired in 2004 for a lump sum payment of
$25.5 million and entered into two new contracts with the supplier. The
price of the coal supplied under the new contracts was competitive in price
with coals of comparable quality.
The new contracts will allow the company to increase its participation
in a more favorable coal market. At the same time, the company customers
will benefit from anticipated net fuel savings of more than $40 million
through the year 2004.
The company requested and the FPSC authorized it to recover the buy-
out cost plus carrying costs through the Fuel and Purchased Power Cost
Recovery Clause over the next ten years.
12<PAGE>
NON-OPERATING ITEMS
Other Income (Expense)
Allowance for funds used during construction (AFUDC) in 1994 more than
doubled from 1993 levels. AFUDC will continue to increase in 1995 and 1996
with the construction of the company's Polk Unit One.
In 1993, the company recorded as other expense a one-time $10-million
pretax charge, or 5 cents per share, associated with an FPSC-approved
settlement agreement between the company and the Office of Public Counsel,
described in the Utility Regulation section on page 15.
Interest Charges
Interest charges were $39 million in 1994, 7 percent lower than in
1993 primarily due to the savings from refinancing of long-term debt
accomplished in 1993, which substantially offset the impact of rising
short-term interest rates in 1994. Interest charges in 1993 were level with
1992. Interest costs in 1993 were affected by lower interest rates and
savings from the refinancings as discussed in the Financing Activity
section on pages 16 and 17, which offset higher average debt balances.
Income Taxes
Total income tax expense for 1994, as described in Note G on pages 31
and 32, was 3 percent higher than in 1993 primarily due to higher pretax
income.
Effective Jan. 1, 1993, the federal corporate income tax rate
increased from 34 percent to 35 percent. This rate increase lowered 1993
earnings by $1.7 million.
ACCOUNTING STANDARDS
Income Tax Accounting
Effective Jan. 1, 1993, the company adopted Financial Accounting
Standards (FAS) 109, Accounting for Income Taxes, which requires the use of
the liability method in accounting for income taxes.
The adoption of FAS 109 had no effect on net income or common equity,
but did result in certain adjustments to accumulated deferred income taxes
and the establishment of corresponding regulatory tax liability and asset
accounts reflecting the amounts payable to or recoverable from customers
through future rates. The FPSC adopted a rule for accounting for deferred
income taxes under FAS 109 requiring that deferred tax adjustments and the
related regulatory tax liability be treated the same as accumulated
deferred income taxes had been treated in the past.
Based on the FPSC rule, the company believes that there will not be
any changes in the computation of income tax expense for rate making
purposes and thus, no change in its revenue requirements or earnings due to
the adoption of FAS 109.
13<PAGE>
Postemployment Benefits
The company adopted FAS 106, Accounting for Postretirement Benefits
Other than Pensions, effective Jan. 1, 1993. The rates approved by the FPSC
f o r the company in 1993 and 1994 reflect full cost accrual of
postretirement benefits as required by FAS 106. The company also adopted
FAS 112, Accounting for Postemployment Benefits, in 1993.
Investments in Securities
I n 1994 the company adopted FAS 115, Accounting for Certain
Investments in Debt and Equity Securities, which requires fair value
accounting for these securities. Adopting this standard did not have a
significant impact on the company's financial position or results of
operations.
CAPITAL EXPENDITURES
Capital expenditures for 1994 were $231 million, which included $6
million of AFUDC. The company spent $97 million in 1994 for construction of
Polk Unit One, a 250-megawatt coal-gasification plant. The cash cost of
the plant is estimated at about $450 million, net of $110 million in
construction funding from the U.S. Department of Energy under its Clean
Coal Technology Program. Site preparation and construction began in mid-
1994 with commercial operation expected in the fourth quarter of 1996. In
addition, the company spent $128 million for equipment and facilities to
serve the growing customer base and provide for generating equipment
improvements.
The company expects to spend $320 million in 1995 and $570 million
during the 1996-1999 period, mainly for distribution facilities to meet
customer growth and for construction of Polk Unit One. An estimated $205
million will be spent on this project in 1995, and $60 million in 1996. At
the end of 1994, the company had outstanding commitments of about $175
million for the construction of Polk Unit One.
Included in the company's expected capital expenditures is $35
million in the 1995 to 1999 period to comply with Phase II of the Clean Air
Act, primarily for nitrogen oxide emission reductions, emissions monitoring
equipment and sulfur dioxide emission reductions through scrubbing. This
amount excludes the capital expenditures that may be required for an
additional new scrubber, if required, to comply with the Clean Air Act.
14<PAGE>
Construction Requirements
(millions of dollars)
1994 1995
Actual Estimated
Generation expansion $ 97 $205
Production 41 29
Transmission 17 21
Distribution 53 49
General 17 16
225 320
AFUDC 6 20
Total $231 $340
ENVIRONMENTAL COMPLIANCE
The company is complying with the Phase I emission limitations imposed by
the Clean Air Act which became effective Jan. 1, 1995 by using blends of
lower-sulfur coal and the use of a small quantity of purchased sulfur
dioxide allowances. In connection with its Phase I compliance plan, the
company has entered into two long-term contracts effective in late 1994 for
the purchase of low-sulfur coal.
To comply with Phase II emission standards set for 2000, the company
would likely use blends of low-sulfur coal and flue gas scrubbing. The
aggregate effect of Phase I and Phase II compliance on the utility's price
structure is estimated to be 2 percent or less.
The company expects to spend $35 million of capital to comply with
Phase II of the Clean Air Act as described in the Capital Expenditures
section on page 14.
UTILITY REGULATION
Price Increase
The FPSC granted the company a $1.2 million base revenue increase and a
$10.3 million revenue increase primarily associated with recovery of
purchased power capacity payments effective in early February 1993. The
utility received an additional base revenue increase of $16 million
effective Jan. 1, 1994. The FPSC decision reflected overall allowed
regulatory rates of return of 8.20 percent in 1993 and 8.34 percent in
1994, which include an allowed regulatory rate of return on common equity
of 12 percent, the midpoint of a range of 11 percent to 13 percent. The
FPSC approved for inclusion in rate base $19 million of construction work
in progress in 1993 and $55 million in 1994.
On March 25, 1994 the FPSC issued an order that changed Tampa
Electric's authorized regulatory rate of return on common equity to an
11.35 percent midpoint with a range of 10.35 percent to 12.35 percent,
while leaving in effect the rates it had previously established. The FPSC
also ordered a $4-million annual accrual to establish an unfunded storm
damage reserve for transmission and distribution property and ordered the
company to prepare a study of the appropriate annual accrual and the
appropriate balance for this reserve. The company filed this study with
15<PAGE>
the FPSC in September 1994. In February 1995 the FPSC approved the accrual
of $4 million annually and a total amount to be reserved of $55 million as
supported by the study. The $55 million total amount is subject to review
in future years.
On July 18, 1994 the FPSC issued an order approving an agreement
between its staff and the company to cap the utility's authorized
regulatory rate of return on common equity at 12.45 percent for calendar
year 1994 only. Any earnings above that amount would be used to increase
the storm damage reserve. The company did not exceed the 12.45 percent cap
in 1994 and, therefore, accrued only the $4 million to the storm damage
reserve.
The company expects to file for inclusion of the Polk Unit One in the
rate base in 1996. The company is exploring a number of alternatives in
addition to its cost reduction efforts to mitigate the impact of any base
price change on the total bill that customers pay.
Coal Settlement
In February 1993, the FPSC approved an agreement between the company
and Public Counsel that resolved all issues relating to prices for coal
purchased in the years 1990 through 1992 by the company from its affiliate,
Gatliff Coal, a subsidiary of TECO Coal. The company agreed to refund $10
million plus interest to its customers through the fuel adjustment clause
over a 12-month period beginning April 1, 1993. In 1993, the company
refunded $7.6 million to its customers and refunded the remaining $2.4
million in 1994.
FERC Transmission/Interchange Proceedings
The company is one of several utilities that have intervened in
Florida Power & Light's (FPL) proceeding before the Federal Energy
Regulatory Commission (FERC) in which FPL has requested to change
substantially the terms for providing interchange power and transmission
services. In addition to challenging the reasonableness and fairness of
many provisions of FPL's filing, the company maintains that aspects of the
t r a n smission tariffs are anti-competitive and violate FERC's new
comparability standard governing open access to transmission.
By order of the FERC, evidentiary hearings on the reasonableness of
FPL's filing commenced before an administrative law judge in January 1995.
Final resolution of the matters at issue is not expected until 1996 or
1997.
In response to a transmission tariff filing by Florida Power
Corporation (FPC), the company filed with the FERC, on March 16, 1995 a
protest and request for hearing claiming ambiguities regarding the
availability of transmission services, the lack of support for the tariff
rates and charges, the anti-competitive effects of the tariff and lack of
compliance with the FERC's comparability standard. The company has
requested that FPC be required to clarify the ambiguities in the tariff and
provide cost support. Additionally, the company has requested that the FERC
set for hearing the comparability issues and competitive impacts of the
filing.
16<PAGE>
FINANCING ACTIVITY
The company's 1994 year-end capital structure was 41 percent debt, 56
percent common equity and 3 percent preferred stock. The company's
objective is to maintain a capital structure over time that will support
its current credit ratings.
Credit Ratings/Senior Debt
Duff & Phelps Moody's(1) Standard & Poor's
AA+ Aa1 AA
(1) Credit rating under review, March 1995.
In June 1993, the Hillsborough County Industrial Development Authority
issued $20 million of Pollution Control Revenue Bonds for the benefit of
the company to finance the cost of waste disposal facilities. The bonds
bear interest at a floating rate set daily. At Dec. 31, 1994, $3.7 million
remained on deposit with the trustee to finance future expenditures for
qualified facilities.
In July 1993, the company entered into a forward refunding arrangement
for $85.95 million of outstanding Pollution Control Revenue Bonds. Under
this arrangement, $85.95 million of new tax-exempt bonds due Dec. 1, 2034
were issued on Dec. 1, 1994 at a 6.25 percent interest rate. The proceeds
were used on Feb. 1, 1995 to refund the original series having a 9.9
percent interest rate. For accounting and rate-making purposes, the company
recorded interest expense using a blended rate for the original and
refunding bonds from July 1993 and will continue to use this blended rate
through the maturity dates of the original bonds.
LIQUIDITY, CAPITAL RESOURCES
The company met its cash needs during 1994 largely with internally
generated funds and capital contributions from its parent, with the balance
from debt.
At Dec. 31, 1994, the company had bank credit lines of $140 million
available.
The company expects to meet its capital requirements for ongoing
operations in 1995-1999 substantially from internally generated funds. The
company anticipates some capital contributions from its parent and debt
financing, primarily in 1995 and 1996.
17<PAGE>
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Page No.
Report of Independent Accountants 19
Balance Sheets, Dec. 31, 1994 and 1993 20
Statements of Income for the years ended
Dec. 31, 1994, 1993 and 1992 21
Statements of Cash Flows for the years ended
Dec. 31, 1994, 1993 and 1992 22
Statements of Retained Earnings for the years ended
Dec. 31, 1994, 1993 and 1992 23
Statements of Capitalization, Dec. 31, 1994 and 1993 23-25
Notes to Financial Statements 26-33
Financial Statement Schedules have been omitted since they are not
required, are inapplicable or the required information is presented in the
financial statements or notes thereto.
18<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
of Tampa Electric Company,
We have audited the balance sheets of Tampa Electric Company, (a
wholly owned subsidiary of TECO Energy, Inc.) as of Dec. 31, 1994 and 1993,
and the related statements of income, cash flows, retained earnings and
capitalization for each of the three years in the period ended Dec. 31,
1994. These financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
e v i dence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Tampa Electric
Company as of Dec. 31, 1994 and 1993, and the results of its operations and
its cash flows for each of the three years in the period ended Dec. 31,
1994, in conformity with generally accepted accounting principles.
As discussed in Note A to the financial statements, effective Jan. 1,
1993 the company adopted Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes."
COOPERS & LYBRAND L.L.P.
Certified Public Accountants
Tampa, Florida
Jan. 16, 1995
19<PAGE>
BALANCE SHEETS
(thousands of dollars)
Assets
Dec. 31, 1994 1993
Property, Plant and Equipment,
At Original Cost
Utility plant in service $2,854,240 $2,773,652
Construction work in progress 246,089 151,311
3,100,329 2,924,963
Accumulated depreciation (1,115,167) (1,052,979)
1,985,162 1,871,984
Other property 194 201
1,985,356 1,872,185
Current Assets
Cash and cash equivalents 7,071 4,499
Short-term investments -- 216
Receivables, less allowance
for uncollectibles 103,508 97,997
Inventories, at average cost
Fuel 95,831 77,438
Materials and supplies 38,465 37,726
Prepayments 2,675 10,062
247,550 227,938
Deferred Debits
Unamortized debt expense 19,782 21,242
Deferred fuel expense 13 13,721
Deferred income taxes 86,514 78,642
Regulatory asset-tax related 30,791 30,859
Other 47,815 22,961
184,915 167,425
$2,417,821 $2,267,548
Liabilities and Capital
Capital
Common stock $ 775,956 $ 664,631
Retained earnings 173,299 182,939
949,255 847,570
Preferred stock, redemption not required 54,956 54,956
Long-term debt, less amount due
within one year 607,270 606,606
1,611,481 1,509,132
Current Liabilities
Long-term debt due within one year 1,260 1,245
Notes payable 91,800 81,500
Accounts payable 113,759 87,791
Customer deposits 49,457 47,358
Interest accrued 11,166 10,522
Taxes accrued 2,152 6,151
269,594 234,567
Deferred Credits
Deferred income taxes 327,646 334,170
Investment tax credits 63,265 66,033
Regulatory liability-tax related 88,291 92,832
Other 57,544 30,814
536,746 523,849
$2,417,821 $2,267,548
The accompanying notes are an integral part of the financial statements.
20<PAGE>
STATEMENTS OF INCOME
(thousands of dollars)
Year ended Dec. 31, 1994 1993 1992
Operating Revenues
Residential $ 505,491 $ 464,096 $ 444,961
Commercial 316,772 298,281 287,422
Industrial-Phosphate 58,282 55,116 70,175
Industrial-Other 49,946 48,906 46,497
Sales for resale 70,433 76,055 72,957
Other 93,941 98,850 83,770
1,094,865 1,041,304 1,005,782
Operating Expenses
Operation
Fuel 389,333 363,250 378,234
Purchased power 33,437 38,961 19,671
Other 171,589 157,701 143,624
Restructuring charge 21,299 -- --
Maintenance 72,831 71,397 68,501
Depreciation 115,111 111,866 102,081
Taxes-Federal and state income 57,468 60,559 61,809
Taxes-Other than income 86,735 83,513 78,626
947,803 887,247 852,546
Operating Income 147,062 154,057 153,236
Other Income (Expense)
Allowance for other funds
used during construction 3,541 1,585 --
Other income (expense), net (1,138) (6,676) 186
2,403 (5,091) 186
Income before interest charges 149,465 148,966 153,422
Interest Charges
Interest on long-term debt 36,957 39,281 36,896
Other interest 4,590 5,133 6,845
Allowance for borrowed funds
used during construction (2,134) (2,096) (1,104)
39,413 42,318 42,637
Net Income 110,052 106,648 110,785
Preferred dividend
requirements 3,568 3,568 3,567
Balance Applicable to
Common Stock $ 106,484 $ 103,080 $ 107,218
The accompanying notes are an integral part of the financial statements.
21<PAGE>
STATEMENTS OF CASH FLOWS
(thousands of dollars)
Year ended Dec. 31, 1994 1993 1992
Cash Flows from
Operating Activities
Net income $110,052 $106,648 $110,785
Adjustments to reconcile net
income to net cash
Depreciation 115,111 111,866 102,081
Deferred income taxes (14,080) 10,793 6,087
Restructuring charge and
other cost reductions 21,299 -- --
Investment tax credits, net (5,432) (4,913) (4,139)
Allowance for funds used
during construction (5,675) (3,681) (1,104)
Deferred fuel cost 19,101 (10,018) 2,030
Fuel cost settlement -- 10,000 --
Peabody coal contract buyout (25,500) -- --
Refund to customers (2,428) (7,572) --
Receivables, less allowance
for uncollectibles (5,512) (3,941) 2,502
Inventories (18,393) 8,443 15,022
Taxes accrued (10,201) 2,121 2,556
Accounts payable 27,776 6,088 16,757
Other 18,966 (306) 5,528
225,084 225,528 258,105
Cash Flows from
Investing Activities
Capital expenditures (230,777) (205,642) (156,307)
Allowance for funds used
during construction 5,675 3,681 1,104
Short-term investments 216 1,718 (1,727)
(224,886) (200,243) (156,930)
Cash Flows from
Financing Activities
Proceeds from contributed
capital from parent 111,000 37,000 14,000
Proceeds from long-term debt 686 15,636 75,000
Repayment of long-term debt (245) (48,000) (235)
Net increase (decrease) in
short-term debt 10,300 52,300 (60,100)
Dividends (119,367) (105,982) (109,947)
2,374 (49,046) (81,282)
Net increase (decrease)
in cash and cash equivalents 2,572 (23,761) 19,893
Cash and cash equivalents at
beginning of year 4,499 28,260 8,367
Cash and cash equivalents at
end of year $ 7,071 $ 4,499 $ 28,260
Supplemental Disclosure of Cash Flow Information
Cash paid during the year for:
Interest $ 39,808 $ 43,540 $ 42,257
Income taxes $ 83,888 $ 51,426 $ 55,781
The accompanying notes are an integral part of the financial statements.
22<PAGE>
STATEMENTS OF RETAINED EARNINGS
(thousands of dollars)
Year ended Dec. 31, 1994 1993 1992
Balance, Beginning of Year (1) $182,614 $182,273 $181,435
Add-Net income 110,052 106,648 110,785
292,666 288,921 292,220
Deduct-Cash dividends on
capital stock
Preferred 3,568 3,568 3,567
Common 115,799 102,414 106,380
119,367 105,982 109,947
Balance, End of Year $173,299 $182,939 $182,273
(1) The Retained Earnings balance at Jan. 1, 1994 has been restated to
reflect a net $325,000 reclassification of stock issuance expense and
additional paid in capital in accordance with a FERC audit recommendation.
See Note B on page 28.
STATEMENTS OF CAPITALIZATION
Capital Stock Outstanding Cash Dividends
Dec.31, 1994 Paid in 1994(1)
Current
Redemption Per
Price Shares Amount(2) Share Amount(2)
Common stock-Without par value
25 million shares
authorized N/A 10 $775,956 N/A $115,799
Preferred Stock-$100 Par Value
1.5 million shares
authorized
4.32% Cumulative,
Series A $103.75 49,600 $ 4,960 $4.32 $ 214
4.16% Cumulative,
Series B $102.875 50,000 5,000 $4.16 208
4.58% Cumulative,
Series D $101.00 100,000 10,000 $4.58 458
8.00% Cumulative,
Series E $102.00 149,960 14,996 $8.00 1,200
7.44% Cumulative,
Series F $101.00 200,000 20,000 $7.44 1,488
549,560 $54,956 $3,568
Preferred Stock - No Par
2.5 million shares authorized, none outstanding.
Preference Stock - No Par
2.5 million shares authorized, none outstanding.
_________________
(1) Quarterly dividends paid on Feb. 15, May 15, Aug. 15 and Nov. 15.
(2) Thousands of dollars.
At Dec. 31, 1994, preferred stock had a carrying amount of $55.0 million and
an estimated fair market value of $44.3 million. The estimated fair market value
of preferred stock was based on quoted market prices.
The accompanying notes are an integral part of the financial statements.
23<PAGE>
STATEMENTS OF CAPITALIZATION (continued)
(thousands of dollars)
Long-Term Debt Outstanding at Dec. 31, Due 1994 1993
First mortgage bonds (issuable in series)
5 1/2% 1996 25,000 25,000
7 3/4% 2022 75,000 75,000
5 3/4% 2000 80,000 80,000
6 1/8% 2003 75,000 75,000
Installment contracts payable(2)
5 3/4% 2007 24,675 24,920
7 7/8% Refunding bonds(3) 2021 25,000 25,000
8% Refunding bonds(3) 2022 100,000 100,000
9.9%(4) 2011-2014 85,950 85,950
Variable rate: 4.10% for 1994
and 2.12% for 1993(1) 2025 51,605 51,605
Variable rate: 4.02% for 1994
and 2.12% for 1993(1) 2018 54,200 54,200
Variable rate: 4.23% for 1994
and 2.28% for 1993(1)(5) 2020 16,322 15,636
Unamortized debt premium/(discount) (4,222) (4,460)
608,530 607,851
Less amount due within one year(6) (1,260) (1,245)
Total Long-Term Debt $607,270 $606,606
Maturities and annual sinking fund requirements of long-term debt for
the years 1996, 1997, 1998 and 1999 are $26.0 million, $1.0 million, $1.1
million, and $1.1 million, respectively. Of these amounts $0.8 million per
year for 1996 through 1999 may be satisfied by the substitution of property
in lieu of cash payments.
Substantially all of the property, plant and equipment of the company
is pledged as collateral.
___________________________
(1) Composite year-end interest rate.
(2) Tax-exempt securities.
(3) Proceeds of these bonds were used to refund bonds with interest rates
of 11 5/8% - 12 5/8%. For accounting purposes, interest expense has
been recorded using blended rates of 8.28%-8.66% on the original and
refunding bonds, consistent with regulatory treatment.
(4) Under a financing arrangement entered into in July 1993, new tax-
exempt bonds were issued in December 1994, the proceeds of which were
used to refund this outstanding series when they became eligible for
refunding on Feb. 1, 1995. At year-end 1994, the proceeds of the new
bonds were on deposit with the trustee. The new refunding series bears
an interest rate of 6.25%. For accounting purposes, interest expense
has been recorded using a blended rate of 6.52% from July 1993
forward, consistent with regulatory treatment.
(5) This amount is recorded net of $3.7 million and $4.4 million at Dec.
31, 1994 and Dec. 31, 1993, respectively on deposit with the trustee.
(6) Of the amount due in 1995, $1.0 million may be satisfied by the
substitution of property in lieu of cash payments.
The accompanying notes are an integral part of the financial statements.
24<PAGE>
STATEMENTS OF CAPITALIZATION (continued)
At Dec. 31, 1994, total long-term debt had a carrying amount of
$607.3 million and an estimated fair market value of $601.8 million. The
estimated fair market value of long-term debt was based on quoted market
prices for the same or similar issues, on the current rates offered for
debt of the same remaining maturities, or for long-term debt issues with
variable rates that approximate market rates, at carrying amounts. The
carrying amount of long-term debt due within one year approximated fair
market value because of the short maturity of these instruments.
The company entered into an interest rate exchange agreement to reduce the
cost of $100 million of fixed rate long-term debt. The debt has been
refinanced but the exchange agreement will remain in effect until January
1996. The benefit derived from the exchange agreement could range up to
$2.3 million depending on floating rate levels. The benefits of this
agreement are at risk only in the event of nonperformance by the other
party to this agreement or if the floating rate reaches 12.55%. The company
does not anticipate nonperformance by the other party. The benefit of the
interest rate exchange is used to reduce interest expense. The reduction
was $2.3 million per year in 1994, 1993 and 1992.
At Dec. 31, 1994, this interest rate exchange agreement had an estimated
fair market value of $2.3 million. Estimated fair market value was based
on the expected realizable value to the company upon termination of the
agreement.
The accompanying notes are an integral part of the financial statements.
25<PAGE>
NOTES TO FINANCIAL STATEMENTS
A. Summary of Significant Accounting Policies
Basis of Accounting
The company maintains its accounts in accordance with recognized policies
prescribed or permitted by the Florida Public Service Commission (FPSC) and
the Federal Energy Regulatory Commission (FERC). These policies conform
with generally accepted accounting principles in all material respects.
The impact of Financial Accounting Standard (FAS) No. 71, Accounting for
the Effects of Certain Types of Regulation, has been minimal in the
company's experience, but when cost recovery is ordered over a longer
period than a fiscal year, costs are recognized in the period that the
regulatory agency recognizes them in accordance with FAS 71.
The company's retail and wholesale businesses are regulated by the FPSC and
the FERC, respectively. Prices allowed by both agencies are generally
based on recovery of prudent costs incurred plus a reasonable return on
invested capital.
Revenues and Fuel Costs
Revenues include amounts resulting from cost recovery clauses which provide
for monthly billing charges to reflect increases or decreases in fuel,
purchased capacity, oil backout and conservation costs. These adjustment
factors are based on costs projected by the company for a specific recovery
period. Any over-recovery or under-recovery of costs plus an interest
factor are refunded or billed to customers during the subsequent recovery
period. Over-recoveries of costs are recorded as deferred credits and
under-recoveries of costs are recorded as deferred debits.
Certain other costs incurred by the company are allowed to be recovered
from customers through prices approved in the regulatory process. These
costs are recognized as the associated revenues are billed.
The company accrues base revenues for services rendered but unbilled to
provide a closer matching of revenues and expenses.
On Oct. 27, 1992, pursuant to FPSC approval, the Gannon Project Trust was
terminated and the Trust's net assets and debt were placed on the company's
balance sheet. At that time, the net assets of the Trust totaled $54.2
million, which included $140.3 million of property, plant and equipment,
$87.6 million of accumulated depreciation and $1.5 million of other assets
a n d liabilities. Concurrently, the Hillsborough County Industrial
Development Authority issued $54.2 million of variable-rate Pollution
Control Revenue Refunding Bonds due May 15, 2018 for the benefit of Tampa
Electric, the proceeds of which were used to redeem all of the outstanding
debt of the Gannon Project Trust. The effect of this non-cash transaction
has been netted to arrive at capital expenditures and proceeds from long-
term debt in the Statements of Cash Flows.
26<PAGE>
In February 1993, the FPSC approved an agreement between the company and
the Office of Public Counsel that resolved all issues relating to prices
for coal purchased in the years 1990 through 1992 by the company from its
affiliate, Gatliff Coal, a subsidiary of TECO Coal. The company recognized
a $10-million liability in February 1993 and agreed to return this amount
plus interest during the 12-month period effective April 1, 1993. The $10-
million charge related to this agreement is classified in "Other income
(expense)" on the income statement.
Depreciation
The company provides for depreciation primarily by the straight-line method
at annual rates that amortize the original cost, less net salvage, of
depreciable property over its estimated service life. The provision for
utility plant in service, expressed as a percentage of the original cost of
depreciable property, was 4.2% for 1994, 1993 and 1992.
The original cost of utility plant retired or otherwise disposed of and the
cost of removal less salvage are charged to accumulated depreciation.
Deferred Income Taxes
Effective Jan.1, 1993, the company adopted FAS 109, which changed the
requirements for accounting for income taxes. Although FAS 109 retains the
concept of comprehensive interperiod income tax allocation, it adopts the
liability method in the measurement of deferred income taxes rather than
the deferred method. Under the liability method, the temporary differences
between the financial statement and tax bases of assets and liabilities are
reported as deferred taxes measured at current tax rates. Since the
company is a regulated enterprise and reflects the approved regulatory
treatment, the adoption of FAS 109 resulted in certain adjustments to
accumulated deferred income taxes and the establishment of a corresponding
regulatory tax liability reflecting the amount payable to customers through
future rates and had no effect on earnings.
In 1994, the company reclassed certain deferred tax items on the balance
sheet to comply with FERC interpretations of FAS 109 requirements.
Investment Tax Credits
Investment tax credits have been recorded as deferred credits and are being
amortized to income tax expense over the service lives of the related
property.
Allowance for Funds Used During Construction (AFUDC)
AFUDC is a non-cash credit to income with a corresponding charge to utility
plant which represents the cost of borrowed funds and a reasonable return
on other funds used for construction. The rate used to calculate AFUDC is
revised periodically to reflect significant changes in the company's cost
of capital. The rate was 7.28% for the final 10 months of 1994, 7.70% for
the first two months of 1994 and for all of 1993, and 7.93% for 1992. The
base on which AFUDC is calculated excludes construction work in progress
which has been included in rate base.
27<PAGE>
Cash and Cash Equivalents and Short-Term Investments
Included in cash and cash equivalents at Dec. 31, 1994 is $3.4 million of
securities classified as available-for-sale. Securities classified as
a v ailable-for-sale are highly liquid, high-quality debt instruments
purchased with a maturity of three months or less.
Short-term investments at Dec. 31, 1993 consisted of various equity
investments, stated at lower of aggregate cost or market. Net unrealized
gains are not recognized until they are realized. Realized gains and losses
are determined on the specific identification cost basis. The carrying
amount of these investments approximated fair market value because of their
short holding period.
In 1994 the company adopted FAS 115, Accounting for Certain Investments in
Debt and Equity Securities, which requires fair value accounting for debt
and equity securities. No short-term investments existed at Dec. 31, 1994
and the change in net unrealized gains and losses on trading securities
included in earnings in 1994 was not significant.
Reclassifications
Certain 1993 and 1992 amounts were reclassified to conform with current
year presentation.
B. Common Stock
The company is a wholly owned subsidiary of TECO Energy, Inc.
Common Stock Issue
Shares Amount Expense
(thousands of dollars)
Balance Dec. 31, 1991 10 $615,323 $(1,692)
Contributed capital from parent 14,000 --
Balance Dec. 31, 1992 10 629,323 (1,692)
Contributed capital from parent 37,000 --
Balance Dec. 31, 1993 10 666,323 (1,692)
Contributed capital from parent 111,000 --
Reclassification to other
capital accounts(1) (28) 353
Balance Dec. 31, 1994 10 $777,295 $(1,339)
(1) In 1994, a FERC audit recommended that $325,000 of net costs be
reclassified from common stock issuance expense and additional paid
in capital, to retained earnings. The issuance expense, which totaled
$353,000, related to a retired series of preferred stock.
C. Retained Earnings
The company's Restated Articles of Incorporation and certain series of the
company's first mortgage bond issues contain provisions that limit the
dividend payment on the company's common stock and the purchase or
retirement of the company's capital stock. At Dec. 31, 1994, substantially
all of the company's retained earnings were available for dividends on its
common stock.
28<PAGE>
D. Retirement Plan
The company is a participant in the comprehensive retirement plan of TECO
Energy, which has a non-contributory defined benefit retirement plan which
covers substantially all employees. Benefits are based on employees' years
of service and average final salary.
TECO Energy's policy is to fund the plan within the guidelines set by
ERISA for the minimum annual contribution and the maximum allowable as a
tax deduction by the IRS. The company's share of net pension expense,
excluding the restructuring charge, was $0.9 million for 1994, $1.1 million
for 1993 and $1.8 million for 1992. The company's portion of pension
expense related to the restructuring charge in 1994 was $12.7 million.
About 65 percent of plan assets were invested in common stocks and 35
percent in fixed income investments at Dec. 31, 1994.
Components of net pension expense, reconciliation of the funded
status and the accrued pension prepayment are presented below for TECO
Energy consolidated.
Components of Net Pension Expense
(thousands of dollars)
1994 1993 1992
Service cost
(benefits earned during the period) $ 8,787 $ 7,665 $ 7,347
Interest cost on projected
benefit obligations 15,840 15,052 14,063
Less: Return on plan assets
Actual (3,711) 30,495 25,896
Less net amortization of unrecognized
transition asset and deferred return (25,811) 10,284 7,696
Net return on assets 22,100 20,211 18,200
Net pension expense 2,527 2,506 3,210
Effect of restructuring charge 13,272 -- --
Net pension expense recognized
in the Consolidated Statements
of Income $15,799 $ 2,506 $ 3,210
Reconciliation of the Funded Status of the Retirement Plan and the Accrued
Pension Prepayment/(Liability)
(thousands of dollars)
Dec. 31, Dec. 31,
1994 1993
Fair market value of plan assets $239,179 $254,253
Projected benefit obligation (217,993) (207,282)
Excess of plan assets over projected
benefit obligation 21,186 46,971
Less unrecognized net gain from past
experience different from that assumed 23,792 36,426
Less unrecognized prior service cost (7,649) (8,858)
Less unrecognized net transition asset
(being amortized over 19.5 years) 10,474 11,472
Accrued pension prepayment/(liability) $ (5,431) $ 7,931
Accumulated benefit obligation
(including vested benefits of
$163,801 for 1994 and $151,213 for 1993) $183,432 $169,212
29<PAGE>
Assumptions Used in Determining Actuarial Valuations
1994 1993
Discount rate to determine projected
benefit obligation 8.25% 7.75%
Rates of increase in compensation levels 3.3-5.3% 3.3-5.3%
Plan asset growth rate through time 9% 9%
E. Postretirement Benefit Plan
The company currently provides certain postretirement health care benefits
for substantially all employees retiring after age 55 meeting certain
service requirements. The company contribution toward health care coverage
for most employees retiring after Jan. 1, 1990 is limited to a defined
dollar benefit based on years of service. Postretirement benefit levels
are substantially unrelated to salary. The company reserves the right to
terminate or modify the plan in whole or in part at any time.
In 1993, the company adopted FAS 106 that requires postretirement benefits
be recognized as earned by employees rather than recognized as paid. Prior
to 1993, the cost of these benefits was recognized as benefits were paid
and amounted to $2.2 million for eligible retirees in 1992.
Components of Postretirement Benefit Cost (thousands of dollars)
1994 1993
Service cost (benefits earned during the period) $ 1,536 $1,207
Interest cost on projected benefit obligations 4,148 3,616
Amortization of transition obligation
(straight line over 20 years) 2,063 2,063
Amortization of actuarial (gain)/loss 214 --
Net periodic postretirement benefit expense 7,961 6,886
Effect of restructuring charge 2,569 --
Net periodic postretirement benefit expense
recognized in the statements of Income $10,530 $6,886
Reconciliation of the Funded Status of the Postretirement Benefit Plan and
the Accrued Liability (thousands of dollars)
Dec. 31, Dec. 31,
1994 1993
Accumulated postretirement benefit obligation
Active employees eligible to retire $ (9,407) $(8,324)
Active employees not eligible to retire (19,865) (18,232)
Retirees and surviving spouses (32,999) (20,699)
(62,271) (47,255)
Less unrecognized net gain/(loss)
from past experience (14,129) (3,497)
Less unrecognized transition obligation (35,880) (39,199)
Liability for accrued postretirement benefit $(12,262) $ (4,559)
Assumptions used in Determining Actuarial Valuations
Discount rate to determine projected
benefit obligation 8.25% 7.75%
30<PAGE>
The assumed health care cost trend rate for medical costs prior to age 65,
and for certain retirees after age 65, was 11.5% in 1994 and decreases to
5.5% in 2002 and thereafter. The assumed health care cost trend rate for
medical costs after age 65 was 8.0% in 1994 and decreases to 5.5% in 2002
and thereafter.
A 1 percent increase in the medical trend rates would produce an 11 percent
($0.5 million) increase in the aggregate service and interest cost for 1994
and a 7 percent ($3.9 million) increase in the accumulated postretirement
benefit obligation as of Dec. 31, 1994.
F. Restructuring Charge
In 1994, the company implemented a corporate restructuring program which
resulted in a $21 million charge ($13 million after tax). The cost of this
r e s t ructuring program, which included 225 early retirements, the
elimination of other positions and other cost control initiatives, is
expected to be recovered within the next two years through reduced
operating expenses. Approximately $1.7 million of this charge was paid in
1994. The impact on pension cost resulting from the restructuring as
determined under the provisions of FAS 88, "Accounting for Settlements and
C u rtailments of Defined Benefit Pension Plans and for Termination
Benefits," was approximately $13.0 million. The impact on postretirement
benefits as determined under FAS 106, "Accounting for Postretirement
Benefits Other Than Pensions," was approximately $2.6 million. These
amounts are included as part of the total charge of $21 million. See Note D
on pages 29 and 30, and Note E on pages 30 and 31.
G. Income Tax Expense
The company is included in the filing of a consolidated Federal income tax
return with its parent and affiliates. The company's income tax expense is
based upon a separate return computation. Income tax expense consists of
the following components:
(thousands of dollars) Federal State Total
1994
Currently payable $ 68,288 $ 9,948 $ 78,236
Deferred (11,055) (3,026) (14,081)
Investment tax credits (569) - (569)
Amortization of investment
tax credits (4,861) - (4,861)
Total income tax expense $ 51,803 $ 6,922 $ 58,725
Included in other income, net 1,257
Included in operating expenses $ 57,468
1993
Currently payable $ 43,616 $ 7,647 $ 51,263
Deferred 9,368 1,425 10,793
Amortization of investment
tax credits (4,912) -- (4,912)
Total income tax expense $ 48,072 $ 9,072 57,144
Included in other income, net (3,415)
Included in operating expenses $ 60,559
31<PAGE>
(thousands of dollars) Federal State Total
1992
Currently payable $ 50,851 $ 8,930 $ 59,781
Deferred 5,187 900 6,087
Investment tax credits (2) -- (2)
Amortization of investment
tax credits (4,138) -- (4,138)
Total income tax expense $ 51,898 $ 9,830 61,728
Included in other income, net (81)
Included in operating expenses $ 61,809
The company adopted FAS 109 as of Jan. 1, 1993 and elected not to restate
the prior years financial statements. Deferred taxes result from temporary
differences in the recognition of certain liabilities or assets for tax and
financial reporting purposes.
The principal components of the company's deferred tax assets and
liabilities recognized in the balance sheet are as follows:
Dec. 31, Dec. 31,
1994 1993
Deferred tax assets(1)
Property related $ 69,798 $ 67,363
Leases 5,200 5,306
Insurance reserves 5,415 2,485
Early capacity payments 2,223 2,565
Other 3,878 923
Total deferred income tax assets 86,514 78,642
Deferred income tax liabilities(1)
Property related (336,597) (326,889)
Other 8,951 (7,282)
Total deferred income tax liabilities (327,646) (334,171)
Accumulated deferred income taxes $(241,132) $(255,528)
_________________
(1) Certain property related assets and liabilities have been netted.
The total income tax provisions differ from amounts computed by applying
the federal statutory tax rate to income before income taxes for the
following reasons:
1994 1993 1992
Net income $110,052 $106,648 $110,785
Total income tax provision 58,725 57,144 61,728
Income before income taxes $168,777 $163,792 $172,513
Income taxes on above at federal
statutory rate (35% for 1994
and 1993 and 34% for 1992) $ 59,072 $ 57,327 $ 58,654
Increase (decrease) due to
State income tax, net of federal
income tax 4,515 5,921 6,515
Amortization of investment tax
credits (4,861) (4,912) (4,138)
Other (1) (1,192) 697
Total income tax provision $ 58,725 $ 57,144 $ 61,728
Provision for income taxes as
a percent of income before
income taxes 34.8% 34.9% 35.8%
32<PAGE>
H. Short-Term Debt
Notes payable at Dec. 31, 1994 consisted exclusively of commercial paper
with weighted average interest rates of 5.92% and 3.31%, respectively, at
Dec. 31, 1994 and Dec. 31, 1993. The carrying amount of notes payable
approximated fair market value because of the short maturity of these
instruments. Unused lines of credit at Dec. 31, 1994 were $140 million.
Certain lines of credit require commitment fees of .15% on the unused
balances.
I. Related Party Transactions (thousands of dollars)
Net transactions with affiliates are as follows:
1994 1993 1992
Fuel and interchange related, net $180,016 $189,543 $190,085
Administrative and general, net $ 9,038 $ 15,462 $ 10,358
Amounts due from or to affiliates of the company at year-end are as
follows:
1994 1993
Accounts receivable $ 1,601 $ 1,720
Accounts payable $ 17,270 $ 20,693
Accounts receivable and accounts payable were incurred in the ordinary
course of business and do not bear interest.
J. Commitments and Contingencies
The company has made certain commitments in connection with its continuing
capital improvements program. Capital expenditures are estimated to be $320
million for 1995 and $570 million for 1996 through 1999 for equipment and
facilities to meet customer growth and for construction of additional
generating capacity to be placed in service in 1996. The company is
building a 250-MW coal-gasification plant (Polk Unit One) with a capital
cost of about $450 million, net of $110 million in construction funding
from the Department of Energy under its Clean Coal Technology Program. The
company spent $97 million on this project in 1994 and expects to spend $205
million in 1995, and $60 million in 1996. At the end of 1994, the company
h a d outstanding commitments of approximately $175 million for the
construction of Polk Unit One.
33<PAGE>
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
During the period from Jan. 1, 1993 to the date of this report, the
company has not had and has not filed with the Commission a report as to
any changes in or disagreements with accountants, accounting principles or
practices, financial statement disclosure, or auditing scope or procedure.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
(a) Information concerning Directors of Tampa Electric is as
follows:
Principal Occupation During
Last Five Years and Director
Name Age Other Directorships Held Since
Girard F. Anderson 63 President and Chief Operating 1994
Officer, TECO Energy, Inc.;
formerly Executive Vice President
-Utility Operations, TECO Energy,
Inc. and President and Chief
Operating Officer, Tampa Electric
Company
DuBose Ausley 57 Chairman, Macfarlane, Ausley, 1992
Ferguson & McMullen (attorneys),
Tallahassee, Florida; formerly
President, Ausley, McMullen,
McGehee, Carothers & Proctor,
P.A. (attorneys), Tallahassee,
Florida; also a director Sprint
Corporation and Capital City Bank
Group Inc.
Sara L. Baldwin 63 Private Investor; formerly 1980
Vice President, Baldwin and
Sons, Inc. (insurance agency),
Tampa, Florida
Hugh L. Culbreath 73 Retired; Formerly Chairman of 1971
the Board of TECO Energy, Inc.
and Tampa Electric Company
James L. Ferman, Jr. 51 President, Ferman Motor Car 1985
Company, Inc. (automobile
dealerships), Tampa, Florida
Edward L. Flom 65 Retired; Formerly Chairman 1980
of the Board and Chief Executive
Officer, Florida Steel
Corporation (production and
fabrication of steel products),
Tampa, Florida; also a director
of Outback Steakhouse, Inc.
34<PAGE>
Henry R. Guild, Jr. 66 President and Director, Guild, 1980
Monrad & Oates, Inc. (private
trustees and family investment
advisers), Boston, Massachusetts
Timothy L. Guzzle 58 Chairman of the Board and 1988
Chief Executive Officer,
Tampa Electric Company and
TECO Energy, Inc., 1991
to date; and prior
thereto, President and Chief
Operating Officer of TECO Energy,
Inc.; also a director of
NationsBank Corporation
Robert L. Ryan 51 Senior Vice President and 1991
Chief Financial Officer,
Medtronic, Inc. (medical
devices manufacturer),
Minneapolis, Minnesota;
formerly Vice President-Finance,
Union Texas Petroleum Holdings,
Inc. (independent oil and gas
exploration and production),
Houston, Texas; also a director
of Riverwood International
Corporation and Inter-Regional
Financial Group, Inc.
J. Thomas Touchton 56 Managing Partner, The 1987
Witt-Touchton Company (private
investment partnership), Tampa,
Florida; also a director of
19 Merrill Lynch-sponsored
mutual funds
John A. Urquhart 66 President, John A. Urquhart 1991
Associates (management
consultants), Fairfield,
Connecticut; formerly Senior
Vice President, G. E. Industrial
& Power Systems, General Electric
Company; also a director of Enron
Corp., Hubbell, Inc. and Aquarion
Company
James O. Welch, Jr. 63 Retired; formerly Vice Chairman, 1976
RJR Nabisco, Inc. and Chairman,
Nabisco Brands, Inc.; also a
director of Vanguard Group of
Investment Companies
35<PAGE>
The term of office of each director extends to the next annual
meeting of shareholders, scheduled to be held on April 19, 1995, and until
a successor is elected and qualified. At present, all the directors of the
company are also directors of TECO Energy.
(b) Information concerning the current executive officers of the company
is as follows:
Current Positions and
Principal Occupations
Name Age During Last Five Years
Timothy L. Guzzle 58 Chairman of the Board and
Chief Executive Officer, 1991
to date; also Chairman of the
Board and Chief Executive
Officer of TECO Energy, Inc., 1991
to date; and prior
thereto, President and Chief
Operating Officer of TECO
Energy, Inc.
Keith S. Surgenor 47 President and Chief Operating
Officer, 1994 to date;
and prior thereto, Vice
President-Human Resources;
also Vice President-
Human Resources of
TECO Energy, Inc.,
William N. Cantrell 42 Vice President-Energy Supply,
1994 to date; Vice President-
Energy Resource Planning,
1991 to 1994; and prior
thereto, Vice President-
Regulatory Affairs.
Gordon L. Gillette 35 Vice President-Regulatory
Affairs, 1994 to date;
Director-Project Services,
TECO Power Services
Corporation, 1991 to 1994;
and prior thereto,
Manager-Project Services, TECO
Power Services Corporation.
Lester L. Lefler 54 Vice President-Controller.
Alan D. Oak 48 Vice President, Treasurer and
Chief Financial Officer 1992
to date; and prior thereto
Chief Financial Officer; also
Senior Vice President-Finance,
Treasurer and Chief Financial
Officer of TECO Energy, Inc.
36<PAGE>
John B. Ramil 39 Vice President-Energy Services
and Planning, 1994 to date;
Vice President-Energy Services
and Bulk Power, 1994;
Director-Resource Planning,
1993 to 1994; and prior
thereto, Director-Power
Resource Planning.
Harry I. Wilson 56 Vice President-Transmission
and Distribution.
There is no family relationship between any of the persons named in
response to Item 10. The term of office of each officer extends to and
expires at the meeting of the Board of Directors following the next annual
meeting of shareholders, scheduled to be held on April 19, 1995, and until
a successor is elected and qualified.
Item 11. EXECUTIVE COMPENSATION.
The following tables set forth certain compensation information for
the Chief Executive Officer of the company and each of the five other most
highly compensated executive officers of the company. The share amounts
reported below have been restated to reflect the two-for-one stock split on
Aug. 30, 1993.
37<PAGE>
<TABLE>
Summary Compensation Table
<CAPTION>
Long-Term
Compensation
Annual Awards All Other
Name an Compensation Shares Underlying Compensation
Principal Position Year Salary Bonus Options/SARs(#)(1) (2)
<S> <C> <C> <C> <C> <C>
Timothy L. Guzzle(3) 1994 $468,750 $384,000 40,000 $28,703
Chairman of the Board 1993 443,750 194,000 40,000 $28,267
Chief Executive Officer 1992 421,250 176,000 40,000 26,248
Girard F. Anderson(3)(4) 1994 320,461 275,000 24,000 25,076
President and Chief 1993 284,750 110,000 24,000 23,290
Operating Officer of 1992 258,750 100,000 24,000 21,333
TECO Energy, Inc.
Keith S. Surgenor(3)(5) 1994 215,376 225,000 12,000 13,728
President and Chief 1993 179,500 60,000 12,000 11,986
Operating Officer 1992 170,500 53,000 12,000 11,175
Alan D. Oak(3) 1994 201,750 130,000 13,000 12,905
Vice President, 1993 192,875 74,000 13,000 12,843
Treasurer and Chief 1992 184,875 68,000 13,000 12,039
Financial Officer
William N. Cantrell 1994 129,917 50,000 4,600 8,902
Vice President- 1993 121,500 28,000 4,600 8,204
Energy Supply 1992 115,750 29,000 5,000 8,078
Harry I. Wilson 1994 136,750 45,000 4,600 6,832
Vice President- 1993 131,500 30,000 4,600 6,368
Transmission and 1992 126,000 29,000 5,000 6,367
Distribution
_________________
(1) Limited stock appreciation rights were awarded in tandem with options granted. See Footnote
(2) under "Option/SAR Grants In Last Fiscal Year" below.
(2) The reported amounts for 1994 consist of $924 of premiums paid by the company to the Executive
Supplemental Life Insurance Plan for each of the named executive officers, with the balance in
each case being employer contributions under the TECO Energy Group Retirement Savings Plan and
Retirement Savings Excess Benefit Plan.
(3) Includes compensation for services as an officer of TECO Energy.
(4) Mr. Anderson served as President and Chief Operating Officer of Tampa Electric Company until
July 19, 1994.
(5) Prior to July 19, 1994, Mr. Surgenor served as Vice President-Human Resources.
</TABLE>
38<PAGE>
<TABLE>
The Compensation Committee of the TECO Energy Board of Directors may award options to purchase
common stock of TECO Energy and stock appreciation rights (SARs) to officers and key employees of TECO
Energy and its subsidiaries, including the company. Information for 1994 with respect to stock options
and stock appreciation rights granted or exercised by the executive officers named in the "Summary
Compensation Table" is set forth in the following two tables.
<CAPTION>
Option/SAR Grants In Last Fiscal Year
Individual Grants
Number of % of Total
Shares Options/SARs Exercise Grant
Underlying Granted To or Base Date
Options/SARs Employees In Price Expiration Present
Name Granted(#)(1)(2) Fiscal Year Per Share Date Value(3)
<S> <C> <C> <C> <C> <C>
Timothy L. Guzzle 40,000 9.99% $19.4375 4/18/2004 $137,307
Girard F. Anderson 24,000 5.99% $19.4375 4/18/2004 $ 82,384
Keith S. Surgenor 12,000 3.00% $19.4375 4/18/2004 $ 41,192
Alan D. Oak 13,000 3.25% $19.4375 4/18/2004 $ 44,625
William N. Cantrell 4,600 1.15% $19.4375 4/18/2004 $ 15,790
Harry I. Wilson 4,600 1.15% $19.4375 4/18/2004 $ 15,790
_________________
(1) The options are exercisable beginning on the date of grant, April 18, 1994.
(2) An equal number of stock appreciation rights which can only be exercised during limited periods
following a change in control of TECO Energy ( LSAR s) were awarded in tandem with the options
granted in 1994. Upon exercise of an LSAR, the holder is entitled to an amount based upon the
highest price paid or offered for TECO Energy Common Stock during the 30-day period preceding a
change in control of TECO Energy, as defined under "Employment and Severance Agreements" below.
The exercise of an option or an LSAR results in a corresponding reduction in the other.
(3) The values shown are based on the Binomial Option Pricing Model (a variant of the Black-Scholes
model) and are stated in current annualized dollars on a present value basis. The key assumptions
used in the Binomial Option Pricing Model for purposes of this calculation include the following:
(a) a 7% discount rate; (b) a volatility factor based upon the average TECO Energy Common Stock
trading price for the 40-month period ending December 31, 1993; (c) a dividend factor based upon
the 5-year average dividend paid by TECO Energy for the period ending December 31, 1993; (d) the
10-year option term; and (e) the closing price of TECO Energy's Common Stock on December 31, 1993.
The present value of the options reported has been calculated by multiplying $19.4375, the share
price on the date of grant, by 0.1766, the Binomial Option Pricing Model ratio, and by the number
of shares underlying the options granted. The actual value an executive may realize will depend
upon the extent to which the stock price exceeds the exercise price on the date the option is
exercised. Accordingly, the value, if any, realized by an executive will not necessarily be the
value determined by the Binomial Option Pricing Model.
</TABLE>
39<PAGE>
Aggregated Option/SAR Exercises In Last Fiscal Year and
Fiscal Year-End Option/SAR Value
Number of
Shares Value of
Underlying Unexercised
Unexercised In-The-Money
Options/SARs Options/SARs
at Year-End(#) at Year-End
Value
Shares Acquired Realized Exercisable/ Exercisable/
Name On Exercise(#) ($) Unexercisable Unexercisable
Timothy L. Guzzle 0 0 160,000/0 $203,750/0
Girard F. Anderson 0 0 96,000/0 $172,375/0
Keith S. Surgenor 0 0 66,000/0 $172,375/0
Alan D. Oak 0 0 52,000/0 $ 66,219/0
William N. Cantrell 0 0 51,600/0 $294,862/0
Harry I. Wilson 0 0 14,200/0 $ 10,769/0
Pension Table
The following table shows estimated annual benefits payable under the
company's pension plan arrangements for the named executive officers other
than Mr. Guzzle.
Final Three Years of Service
Years Average
Earnings 5 10 15 20 or more
$100,000 $ 15,000 $ 30,000 $ 45,000 $ 60,000
150,000 22,500 45,000 67,500 90,000
200,000 30,000 60,000 90,000 120,000
250,000 37,500 75,000 112,500 150,000
300,000 45,000 90,000 135,000 180,000
350,000 52,500 105,000 157,500 210,000
400,000 60,000 120,000 180,000 240,000
450,000 67,500 135,000 202,500 270,000
500,000 75,000 150,000 225,000 300,000
550,000 82,500 165,000 247,500 330,000
600,000 90,000 180,000 270,000 360,000
650,000 97,500 195,000 292,500 390,000
700,000 105,000 210,000 315,000 420,000
750,000 112,500 225,000 337,500 450,000
The annual benefits payable to each of the named executive officers
are equal to a stated percentage of such officer s average earnings for the
three years before his retirement multiplied by his number of years of
service, up to a stated maximum. The amounts shown in the table are based
on 3% of such earnings and a maximum of 20 years of service. The amounts
payable to Mr. Guzzle are based on 6% of earnings and a maximum of 10 years
of service.
40<PAGE>
The earnings covered by the pension plan arrangements are the same as
those reported as salary and bonus in the summary compensation table above.
Years of service for the named executive officers are as follows: Mr.
Guzzle (7 years), Mr. Anderson (35 years), Mr. Surgenor (6 years), Mr. Oak
(21 years), Mr. Cantrell (19 years) and Mr. Wilson (32 years). The pension
benefit is computed as a straight-life annuity commencing at age 62 and is
reduced by an officer s Social Security benefits. The pension plan
arrangements also provide death benefits to the surviving spouse of an
officer equal to 50% of the benefit payable to the officer. If the officer
dies during employment before reaching age 62, the benefit is based on the
officer's service as if his employment had continued until age 62. The
death benefit is payable for the life of the spouse. If Mr. Guzzle's
employment is terminated by the Corporation without cause or by Mr. Guzzle
for good reason (as such terms are defined in Mr. Guzzle's employment
agreement referred to below), his age and service for purposes of
determining benefits under the pension plan arrangements are increased by
two years.
Employment and Severance Agreements
TECO Energy has severance agreements with 28 officers of TECO Energy
and its subsidiaries, including the executive officers named in the Summary
Compensation Table, under which payments will be made under certain
circumstances following a change in control of TECO Energy (as defined in
the severance agreements). Each officer is required, subject to the terms
of the severance agreements, to remain in the employ of TECO Energy or its
subsidiaries for one year following a potential change in control (as
defined) unless a change in control earlier occurs. The severance
agreements provide that in the event employment is terminated by the
company or TECO Energy without cause (as defined) or by the officer for
good reason (as defined) following a change in control, TECO Energy will
make a lump sum severance payment to the officer of two times (three times
in the cases of Mr. Guzzle, Mr. Surgenor and Mr. Oak) annual salary and
bonus. Upon such termination, the severance agreements also provide for:
(i) a cash payment equal to the additional retirement benefit which would
have been earned under TECO Energy's retirement plans if employment had
continued for two years (three years in the cases of Mr. Guzzle, Mr.
Surgenor and Mr. Oak) following the date of termination, and (ii)
participation in the life, disability, accident and health insurance plans
of TECO Energy for such period except to the extent such benefits are
provided by a subsequent employer.
Any benefit payable to the officer in connection with a change in
control or termination of employment will be reduced to the extent that
such payment, taking into account any other compensation provided by TECO
Energy, would not be deductible by TECO Energy pursuant to Section 280G of
the Internal Revenue Code of 1986.
TECO Energy has an employment agreement with Mr. Guzzle providing
that if his employment is terminated by TECO Energy without cause or by Mr.
Guzzle for good reason, he will receive benefits similar to those provided
under the severance agreements described above based upon a level of two
times annual salary and bonus and a two-year benefit continuation period.
Consistent with his employment agreement, Mr. Guzzle's 1994 option grant
provides for a two-year exercise extension period in the event of such a
termination.
41<PAGE>
Compensation of Directors
Directors of TECO Energy and the company who are not employees or
former employees of the company, TECO Energy or any of its subsidiaries are
paid a combined annual retainer of $20,000 and a fee of $1,000 for
attendance at each meeting of the Board of Directors and $500 ($600 for the
Committee Chairman) for attendance at each meeting of a Committee of the
Board. Directors may elect to defer these amounts with earnings credited at
either the 90-day U.S. Treasury bill rate or a rate equal to the total
return on TECO Energy's common stock.
TECO Energy has an agreement with Mr. Culbreath under which he will
provide consulting services to TECO Energy through December 31, 2000 for
compensation at a rate of $175,000 per year. Mr. Culbreath served as Chief
Executive Officer of TECO Energy until April 1989 and retired as an
employee in April 1990 at which time the consulting relationship commenced.
The agreement provides severance benefits (in the event of termination of
Mr. Culbreath s consultancy following a change in control) similar to the
benefits described under "Executive Compensation--Employment and Severance
Agreements" on the preceding page, including a lump sum cash payment of
three times annual compensation, except that the amount of such payment is
limited to the total of all consulting fees that would have become due
under the agreement.
1991 Director Stock Option Plan. TECO Energy has a Director Stock
Option Plan in which all non-employee directors of the company and TECO
Energy participate. The plan provides automatic annual grants of options to
purchase shares of TECO Energy common stock to each non-employee director
serving on the TECO Energy Board at the time of grant. The exercise price
is the fair market value of the common stock on the date of grant, payable
in whole or in part in cash or TECO Energy common stock. The plan provides
for an initial grant of options for 10,000 shares for each new director
following election to the Board and an annual grant of options for 2,000
shares for each continuing director. Annual grants are made on the first
trading day of TECO Energy common stock after its annual meeting. The
options are exercisable immediately and expire ten years after grant or
earlier as provided in the plan following termination of service on the
Board.
Directors' Retirement Plan. All directors who have completed 60
months of service as a director of TECO Energy and who are not employees
or former employees of TECO Energy or any of its subsidiaries are eligible
to participate in a Directors' Retirement Plan. Under this plan, a retired
director or his or her surviving spouse will receive a monthly retirement
benefit equal to the monthly retainer last paid to such director for
services as a director of TECO Energy or any of its subsidiaries. Such
payments will continue for the lesser of the number of months the director
served as a director or 120 months, but payments will in any event cease
upon the death of the director or, if the director's spouse survives the
director, the death of the spouse.
42<PAGE>
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
All outstanding shares of Tampa Electric's common stock are owned by
TECO Energy. As of Jan. 31, 1995, none of the directors or executive
officers of Tampa Electric or TECO Energy owned any shares of the preferred
stock of Tampa Electric.
The following table sets forth the shares of TECO Energy common stock
beneficially owned as of Jan. 31, 1995 by directors and nominees, the
executive officers named in the summary compensation table and Tampa
Electric's directors and executive officers as a group. Except as otherwise
noted, such persons have sole investment and voting power over the shares.
The number of shares of TECO Energy's common stock beneficially owned by
any director or executive officer or by all directors and executive
officers as a group does not exceed 1% of such shares outstanding at Jan.
31, 1995.
Name Shares (1)
Girard F. Anderson 128,095(2)(3)
DuBose Ausley 19,322
Sara L. Baldwin 18,918(4)
Hugh L. Culbreath 73,850(5)
James L. Ferman, Jr. 24,163(6)
Edward L. Flom 18,784(7)
Henry R. Guild, Jr. 124,373(8)
Timothy L. Guzzle 183,445(2)(9)
Robert L. Ryan 18,000(10)
J. Thomas Touchton 20,000(11)
John A. Urquhart 17,301(12)
James O. Welch, Jr. 24,600(13)
Keith S. Surgenor 76,614(2)(14)
Alan D. Oak 81,349(2)(15)
William N. Cantrell 71,825(2)(16)
Harry I. Wilson 25,361(2)
19 directors and executive
officers as a group (including
those named above) 946,318(2)(17)
__________________
(1) The amounts listed include the following shares that are subject to
options granted under the TECO Energy s stock option plans: Mr.
Anderson, 96,000 shares; Mr. Ausley, 14,000 shares; Mrs. Baldwin and
Messrs. Culbreath, Ferman, Flom, Guild, Ryan, Touchton and Welch,
16,000 shares each; Mr. Urquhart, 13,200 shares; Mr. Guzzle, 160,000
shares; Mr. Surgenor, 66,000 shares; Mr. Oak, 52,000 shares; Mr.
Cantrell, 51,600 shares; Mr. Wilson, 14,200 shares; and all
directors and executive officers as a group, 636,000 shares.
(2) The amounts listed include the following shares that are held by
benefit plans of TECO Energy for an officer s account: Mr. Guzzle,
1,445 shares; Mr. Anderson, 8,175 shares; Mr. Surgenor, 1,938
shares; Mr. Oak, 9,219 shares; Mr. Cantrell, 6,420 shares; Mr.
Wilson, 11,161 shares; and all directors and executive officers as a
group, 49,947 shares.
(3) Includes 800 shares owned by Mr. Anderson s wife, as to which shares
he disclaims any beneficial interest.
(4) Includes 350 shares held by a trust of which Mrs. Baldwin is a
trustee.
43<PAGE>
(5) Includes 8,000 shares owned by Mr. Culbreath s wife, as to which
shares he disclaims any beneficial interest.
(6) Includes 2,584 shares owned jointly by Mr. Ferman and his wife.
Also includes 859 shares owned by Mr. Ferman s wife, as to which
shares he disclaims any beneficial interest.
(7) Includes 1,596 shares owned by Mr. Flom s wife, as to which shares
he disclaims any beneficial interest.
(8) Includes 105,973 shares held by trusts of which Mr. Guild is a
trustee. Of these shares, 49,850 are held for the benefit of Mr.
Culbreath and are also included in the number of shares beneficially
owned by him.
(9) Includes 20,000 shares owned by a Revocable Living Trust of which
Mr. Guzzle is a trustee.
(10) Includes 2,000 shares owned jointly by Mr. Ryan and his wife.
(11) Includes 4,000 shares owned by a Revocable Living Trust of which Mr.
Touchton is the sole trustee.
(12) Includes 1,000 shares owned by Mr. Urquhart's wife, as to which
shares he disclaims any beneficial interest.
(13) Includes 2,000 shares owned by a charitable foundation of which Mr.
Welch is a trustee.
(14) Includes 8,580 shares owned jointly by Mr. Surgenor and his wife.
(15) Includes 20,130 shares owned jointly by Mr. Oak and his wife.
(16) Includes 9,600 shares owned jointly by Mr. Cantrell and his wife,
and 4,205 shares held by a trust of which Mr. Cantrell is trustee.
(17) Includes a total of 42,894 shares owned jointly with spouses and
1,169 shares owned jointly with parent and sibling. Also includes a
total of 12,255 shares owned by spouses, as to which shares
beneficial interest is disclaimed.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
TECO Energy paid $915,888 for legal services rendered during 1994 by
Macfarlane, Ausley, Ferguson & McMullen, of which Mr. Ausley is the
chairman.
In addition, reference is made to Note I on page 33.
44<PAGE>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K.
(a) 1. Financial Statements - See index on page 18.
2. Financial Statement Schedules - See index on page 18.
3. Exhibits
*3.1 Articles of Incorporation (Exhibit 3.1 to Registration
Statement No. 2-70653).
*3.2 Bylaws as amended on April 16, 1991 (Exhibit 3, Form 10-Q
for quarter ended March 31, 1991 of Tampa Electric
Company).
*4.1 Indenture of Mortgage among Tampa Electric Company, State
Street Trust Company and First Savings & Trust Company of
T a mpa, dated as of Aug. 1, 1946 (Exhibit 7-A to
Registration Statement No. 2-6693).
*4.2 Ninth Supplemental Indenture, dated as of April 1, 1966,
to Exhibit 4.1 (Exhibit 4-k, Registration Statement No.
2-28417).
*4.3 Thirteenth Supplemental Indenture, dated as of Jan. 1,
1 9 7 4, to Exhibit 4.1 (Exhibit 2-g-l, Registration
Statement No. 2-51204).
*4.4 Sixteenth Supplemental Indenture, dated as of Oct. 30,
1992, to Exhibit 4.1 (Exhibit 4.1, Form 10-Q for the
quarter ended Sept. 30, 1992 of Tampa Electric Company).
*4.5 Eighteenth Supplemental Indenture, dated as of May 1,
1993, to Exhibit 4.1 (Exhibit 4.1, Form 10-Q for the
quarter ended June 30, 1993).
*4.6 Installment Purchase and Security Contract between the
Hillsborough County Industrial Development Authority and
Tampa Electric Company, dated as of March 1, 1972 (Exhibit
4.9, Form 10-K for 1986 of Tampa Electric Company).
*4.7 First Supplemental Installment Purchase and Security
Contract, dated as of Dec. 1, 1974 (Exhibit 4.10, Form
10-K for 1986 of Tampa Electric Company).
*4.8 Third Supplemental Installment Purchase Contract, dated as
of May 1, 1976 (Exhibit 4.12, Form 10-K for 1986 of Tampa
Electric Company).
*4.9 Installment Purchase Contract between the Hillsborough
County Industrial Development Authority and Tampa Electric
Company, dated as of Aug. 1, 1981 (Exhibit 4.13, Form 10-K
for 1986 of Tampa Electric Company).
*4.10 Amendment to Exhibit A of Installment Purchase Contract,
dated as of April 7, 1983 (Exhibit 4.14, Form 10-K for
1989 of Tampa Electric Company).
4.11 Second Supplemental Installment Purchase Contract, dated
as of June 1, 1983.
*4.12 Third Supplemental Installment Purchase Contract, dated as
of Aug. 1, 1989 (Exhibit 4.16, Form 10-K for 1989 of Tampa
Electric Company).
45<PAGE>
*4.13 Installment Purchase Contract between the Hillsborough
County Industrial Development Authority and Tampa Electric
Company, dated as of Jan. 31, 1984 (Exhibit 4.13, Form
10-K for 1993 of Tampa Electric Company).
4.14 First Supplemental Installment Purchase Contract, dated as
of Aug. 2, 1984.
*4.15 Second Supplemental Installment Purchase Contract, dated
as of July 1, 1993 (Exhibit 4.3, Form 10-Q for the
quarter ended June 30, 1993).
*4.16 Loan and Trust Agreement among the Hillsborough County
Industrial Development Authority, Tampa Electric Company
and NCNB National Bank of Florida, dated as of Sept. 24,
1990 (Exhibit 4.1, Form 10-Q for the quarter ended Sept.
30, 1990 of Tampa Electric Company).
*4.17 Loan and Trust Agreement, dated as of Oct. 26, 1992 among
the Hillsborough County Industrial Development Authority,
Tampa Electric Company and NationsBank of Florida, N.A.,
as trustee (Exhibit 4.2, Form 10-Q for the quarter ended
Sept. 30, 1992 of Tampa Electric Company).
*4.18 Loan and Trust Agreement, dated as of June 23, 1993, among
the Hillsborough County Industrial Development Authority,
Tampa Electric Company and NationsBank of Florida, N.A.,
as trustee (Exhibit 4.2, Form 10-Q for the quarter ended
June 30, 1993 of Tampa Electric Company).
*10.1 1980 Stock Option and Appreciation Rights Plan, as amended
on July 18, 1989 (Exhibit 28.1, Form 10-Q for quarter
ended June 30, 1989 of TECO Energy, Inc.).
*10.2 Directors' Retirement Plan, dated as of Jan. 24, 1985
(Exhibit 10.23, Form 10-K for 1986 of Tampa Electric
Company).
10.3 Supplemental Executive Retirement Plan, as amended on July
18, 1989 (Exhibit *10.14, Form 10-K for 1989 of Tampa
Electric Company), as further amended by the First
Amendment to TECO Energy Group Supplemental Executive
Retirement Plan, effective as of Oct. 1, 1994.
*10.4 TECO Energy, Inc. Group Supplemental Retirement Benefits
Trust Agreement Amendment and Restatement, dated as of
April 27, 1989 (Exhibit 10.15, Form 10-K for 1989 of Tampa
Electric Company) with Exhibit A as amended Dec. 1, 1989
(Exhibit 10.2, Form 10-Q for the quarter ended March 31,
1990 of TECO Energy, Inc.), as further amended by First
Amendment to 1989 Restatement dated as of July 20, 1993
(Exhibit 10.5, Form 10-Q for the quarter ended Sept. 30,
1993 of Tampa Electric Company).
*10.5 Annual Incentive Compensation Plan for Tampa Electric
Company, as amended on April 27, 1989 (Exhibit 28.1, Form
10-Q for quarter ended March 31, 1989 of Tampa Electric
Company).
*10.6 TECO Energy, Inc. Group Supplemental Disability Income
Plan, dated as of March 20, 1989 (Exhibit 10.19, Form 10-K
for 1988 of Tampa Electric Company).
46<PAGE>
*10.7 Forms of Severance Agreements between TECO Energy, Inc.
and certain senior executives, dated as of various dates
in 1989 (Exhibit 10.18, Form 10-K for 1989 of Tampa
Electric Company).
*10.8 TECO Energy, Inc. 1990 Equity Incentive Plan (Exhibit
10.1, Form 10-Q for the quarter ended March 31, 1990 of
TECO Energy, Inc.).
*10.9 TECO Energy, Inc. 1991 Director Stock Option Plan as
amended on Jan. 21, 1992 (Exhibit 10.20, Form 10-K for
1991 of Tampa Electric Company).
10.10 Supplemental Executive Retirement Plan for T.L. Guzzle,
as amended on July 20, 1993 (Exhibit *10.1, Form 10-Q for
the quarter ended Sept. 30, 1993 of Tampa Electric
Company), as further amended by the First Amendment to
TECO Energy Group Supplemental Executive Retirement Plan
for T.L. Guzzle, effective as of Oct. 1, 1994.
*10.11 Terms of R. H. Kessel's Employment, dated as of Dec. 1,
1989 (Exhibit 10.20, Form 10-K for 1989 of TECO Energy,
Inc.).
10.12 Supplemental Executive Retirement Plan for R.H. Kessel,
dated as of Dec. 4, 1989 (Exhibit *10.16, Form 10-K for
1989 of TECO Energy, Inc.), as amended by the First
Amendment to TECO Energy Group Supplemental Executive
Retirement Plan for R.H. Kessel, effective as of Oct. 1,
1994.
*10.13 Supplemental Executive Retirement Plan for H.L. Culbreath,
as amended on April 27, 1989 (Exhibit 10.14, Form 10-K for
1989 of TECO Energy, Inc.).
10.14 Supplemental Executive Retirement Plan for A.D. Oak, dated
as amended on July 20, 1993 (Exhibit *10.2, Form 10-Q for
the quarter ended Sept. 30, 1993 of Tampa Electric
Company), as further amended by the First Amendment to
TECO Energy Group Supplemental Executive Retirement Plan
for A.D. Oak, effective as of Oct. 1, 1994.
10.15 Supplemental Executive Retirement Plan for K.S. Surgenor,
as amended on July 20, 1993 (Exhibit *10.3, Form 10-Q for
the quarter ended Sept. 30, 1993 of Tampa Electric
Company), as further amended by the First Amendment to
TECO Energy Group Supplemental Executive Retirement Plan
for K.S. Surgenor, effective as of Oct 1, 1994.
*10.16 Terms of T.L. Guzzle's employment, dated as of July 20,
1993 (Exhibit 10, Form 10-Q for the quarter ended June 30,
1993 of Tampa Electric Company).
10.17 Supplemental Executive Retirement Plan for G.F. Anderson
(Exhibit *10.4, Form 10-Q for the quarter ended Sept. 30,
1993 of Tampa Electric Company), as amended by the First
Amendment to TECO Energy Group Supplemental Executive
Retirement Plan for G.F. Anderson, effective as of Oct. 1,
1994.
*10.18 TECO Energy Directors' Deferred Compensation Plan, as
amended and restated effective April 1, 1994 (Exhibit
10.1, Form 10-Q for the quarter ended March 31, 1994 of
Tampa Electric Company).
47<PAGE>
*10.19 TECO Energy, Inc. Annual Incentive Compensation Plan,
revised January 1993 (Exhibit 10.2, Form 10-Q for the
quarter ended March 31, 1994 of Tampa Electric
10.20 TECO Energy Group Retirement Savings Excess Benefit Plan,
as amended and restated effective Aug. 1, 1994.
*10.21 Severance Agreement between TECO Energy, Inc. and H. L.
Culbreath, dated as of April 28, 1989 (Exhibit 10.24, Form
10-K for 1989 of TECO Energy, Inc.).
12 Ratio of earnings to fixed charges.
23 Consent of Independent Accountants.
24.1 Power of Attorney.
24.2 C e r tified copy of resolution authorizing Power of
Attorney.
27 Financial Data Schedule (EDGAR filing only)
_____________
* Indicates exhibit previously filed with the Securities and
Exchange Commission and incorporated herein by reference. Exhibits
filed with periodic reports of Tampa Electric Company and TECO
Energy, Inc. were filed under Commission File Nos. 1-5007 and
1-8180, respectively.
Executive Compensation Plans and Arrangements
Exhibits 10.1 through 10.21 above are management contracts or
compensatory plans or arrangements in which executive officers or directors
of TECO Energy, Inc. and its subsidiaries participate.
(b) The company filed no reports on Form 8-K during the last quarter of
1993.
48<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on the
29th day of March, 1995.
TAMPA ELECTRIC COMPANY
By T. L. GUZZLE*
T. L. GUZZLE, Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the
registrant and in the capacities indicated on March 29, 1995:
Signature Title
T. L. GUZZLE* Chairman of the Board,
T. L. GUZZLE Director and Chief Executive
Officer (Principal Executive
Officer)
A. D. OAK* Vice President, Treasurer
A. D. OAK and Chief Financial Officer
(Principal Financial Officer)
/s/ L. L. LEFLER Vice President-Controller
L. L. LEFLER
G. F. ANDERSON* Director
G. F. ANDERSON
C. D. AUSLEY* Director
C. D. AUSLEY
S. L. BALDWIN* Director
S. L. BALDWIN
H. L. CULBREATH* Director
H. L. CULBREATH
J. L. FERMAN, JR.* Director
J. L. FERMAN, JR.
E. L. FLOM* Director
E. L. FLOM
H. R. GUILD, JR.* Director
H. R. GUILD, JR.
R. L. RYAN* Director
R. L. RYAN
49<PAGE>
J. T. TOUCHTON* Director
J. T. TOUCHTON
J. A. URQUHART* Director
J. A. URQUHART
J. O. WELCH, JR.* Director
J. O. WELCH, JR.
*By: /s/ L. L. LEFLER
L. L. LEFLER, Attorney-in-fact
50<PAGE>
INDEX TO EXHIBITS
Exhibit Page
No. Description No.
3.1 Articles of Incorporation (Exhibit 3.1 to *
Registration Statement No. 2-70653).
3.2 Bylaws as amended on April 16, 1991 *
(Exhibit 3, Form 10-Q for quarter ended March 31,
1991 of Tampa Electric Company).
4.1 Indenture of Mortgage among Tampa Electric *
Company, State Street Trust Company and First Savings & Trust
Company of Tampa, dated as of Aug. 1, 1946
(Exhibit 7-A to Registration Statement No. 2-6693).
4.2 Ninth Supplemental Indenture, dated as of *
April 1, 1966, to Exhibit 4.1 (Exhibit 4-k,
Registration Statement No. 2-28417).
4.3 Thirteenth Supplemental Indenture, dated as of *
Jan. 1, 1974, to Exhibit 4.1 (Exhibit 2-g-l,
Registration Statement No. 2-51204).
4.4 Sixteenth Supplemental Indenture, dated as of *
Oct. 30, 1992, to Exhibit 4.1 (Exhibit 4.1,
Form 10-Q for the quarter ended Sept. 30, 1992
of Tampa Electric Company).
4.5 Eighteenth Supplemental Indenture, dated as of May 1, *
1993, to Exhibit 4.1 (Exhibit 4.1, Form 10-Q for the
quarter ended June 30, 1993).
4.6 Installment Purchase and Security Contract *
between and the Hillsborough County Industrial
Development Authority and Tampa Electric Company,
dated as of March 1, 1972 (Exhibit 4.9, Form 10-K
for 1986 of Tampa Electric Company).
4.7 First Supplemental Installment Purchase and *
Security Contract, dated as of Dec. 1, 1974
(Exhibit 4.10, Form 10-K for 1986 of
Tampa Electric Company).
4.8 Third Supplemental Installment Purchase Contract, *
dated as of May 1, 1976 (Exhibit 4.12, Form 10-K
for 1986 of Tampa Electric Company).
4.9 Installment Purchase Contract between the *
Hillsborough County Industrial Development
Authority and Tampa Electric Company, dated
as of Aug. 1, 1981 (Exhibit 4.13, Form 10-K for
1986 of Tampa Electric Company).
4.10 Amendment to Exhibit A of Installment Purchase *
Contract, dated as of April 7, 1983 (Exhibit 4.14,
Form 10-K for 1989 of Tampa Electric Company).
4.11 Second Supplemental Installment Purchase Contract, 55
dated as of June 1, 1983.
4.12 Third Supplemental Installment Purchase Contract, *
dated as of Aug. 1, 1989 (Exhibit 4.16, Form 10-K
for 1989 of Tampa Electric Company).
4.13 Installment Purchase Contract between the *
Hillsborough County Industrial Development
Authority and Tampa Electric Company, dated
as of Jan. 31, 1984 (Exhibit 4.13, Form 10-K
for 1993 of Tampa Electric Company).
51<PAGE>
4.14 First Supplemental Installment Purchase Contract, 79
dated as of Aug. 2, 1984.
4.15 Second Supplemental Installment Purchase Contract, *
dated as of July 1, 1993 (Exhibit 4.3, Form 10-Q
for the quarter ended June 30, 1993).
4.16 Loan and Trust Agreement among the Hillsborough *
County Industrial Development Authority,
Tampa Electric Company and NCNB National
Bank of Florida, dated as of Sept. 24, 1990
(Exhibit 4.1, Form 10-Q for the quarter ended
Sept. 30, 1990 of Tampa Electric Company).
4.17 Loan and Trust Agreement, dated as of *
Oct. 26, 1992 among the Hillsborough County
Industrial Development Authority, Tampa Electric
Company and NationsBank of Florida, N.A., as
trustee (Exhibit 4.2, Form 10-Q for the quarter
ended Sept. 30, 1992 of Tampa Electric Company).
4.18 Loan and Trust Agreement, dated as of June 23, *
1993, among the Hillsborough County Industrial Development
Authority, Tampa Electric Company and NationsBank of Florida,
N.A., as trustee (Exhibit 4.2, Form 10-Q for the quarter
ended June 30, 1993 of Tampa Electric Company).
10.1 1980 Stock Option and Appreciation Rights Plan, *
as amended on July 18, 1989 (Exhibit 28.1,
Form 10-Q for quarter ended June 30, 1989 of
TECO Energy, Inc.).
10.2 Directors' Retirement Plan, dated as of *
Jan. 24, 1985 (Exhibit 10.23, Form 10-K for 1986 of Tampa
Electric Company).
10.3 Supplemental Executive Retirement Plan, as amended 98
on July 18, 1989 (Exhibit *10.14, Form 10-K for 1989 of Tampa
Electric Company), as further amended by the First Amendment
to TECO Energy Group Supplemental Executive Retirement Plan,
effective as of Oct. 1, 1994.
10.4 TECO Energy, Inc. Group Supplemental Retirement *
Benefits Trust Agreement Amendment and Restatement, dated as
of April 27, 1989 (Exhibit 10.15, Form 10-K for 1989 of Tampa
Electric Company) with Exhibit A as amended Dec. 1, 1989
(Exhibit 10.2, Form 10-Q for the quarter ended March 31, 1990
of TECO Energy, Inc.), as further amended by First Amendment
to 1989 Restatement dated as of July 20, 1993 (Exhibit 10.5,
52<PAGE>
Form 10-Q for the quarter ended Sept. 30, 1993 of Tampa
Electric Company).
10.5 Annual Incentive Compensation Plan for Tampa *
Electric Company, as amended on April 27, 1989 (Exhibit 28.1,
Form 10-Q for quarter ended March 31, 1989 of Tampa Electric
Company).
10.6 TECO Energy, Inc. Group Supplemental Disability *
Income Plan, dated as of March 20, 1989 (Exhibit 10.19, Form
10-K for 1988 of Tampa Electric Company).
10.7 Forms of Severance Agreement between TECO Energy, Inc. *
and certain senior executives, dated as of various dates in
1989 (Exhibit 10.18, Form 10-K for 1989 of Tampa Electric
Company).
10.8 TECO Energy, Inc. 1990 Equity Incentive Plan *
(Exhibit 10.1, Form 10-Q for the quarter ended March 31, 1990
of TECO Energy, Inc.).
53<PAGE>
10.9 TECO Energy, Inc. 1991 Director Stock Option Plan *
as amended on Jan. 21, 1992 (Exhibit 10.20, Form 10-K for
1991 of Tampa Electric Company).
10.10 Supplemental Executive Retirement Plan for 99
T.L. Guzzle, as amended on July 20, 1993 (Exhibit *10.1,
Form 10-Q for the quarter ended Sept. 30, 1993 of Tampa
Electric Company), as further amended by the First
Amendment to TECO Energy Group Supplemental Executive
Retirement Plan for T.L. Guzzle, effective as of
Oct. 1, 1994.
10.11 Terms of R. H. Kessel's Employment, dated as of *
Dec. 1, 1989 (Exhibit 10.20, Form 10-K for 1989 of TECO
Energy, Inc.).
10.12 Supplemental Executive Retirement Plan for 100
R.H. Kessel, dated as of Dec. 4, 1989 (Exhibit *10.16, Form
10-K for 1989 of TECO Energy, Inc.), as amended by the First
Amendment to TECO Energy Group Supplemental Executive
Retirement Plan for R.H. Kessel, effective as of Oct. 1, 1994.
10.13 Supplemental Executive Retirement Plan for *
H.L. Culbreath, as amended on April 27, 1989 (Exhibit 10.14,
Form 10-K for 1989 of TECO Energy, Inc.).
10.14 Supplemental Executive Retirement Plan for 101
A.D. Oak, as amended on July 20, 1993 (Exhibit *10.2, Form
10-Q for the quarter ended Sept. 30, 1993 of Tampa Electric
Company), as further amended by the First Amendment to TECO
Energy Group Supplemental Executive Retirement Plan for A.
D. Oak, effective as of Oct. 1, 1994.
10.15 Supplemental Executive Retirement Plan for 102
K.S. Surgenor, as amended on July 20, 1993 (Exhibit *10.3,
Form 10-Q for the quarter ended Sept. 30, 1993 of Tampa
Electric Company), as further amended by the First Amendment
to TECO Energy Group Supplemental Executive Retirement Plan
for K.S. Surgenor, effective as of Oct. 1, 1994.
10.16 Terms of T.L. Guzzle's employment, dated *
as of July 20, 1993 (Exhibit 10, Form 10-Q for the quarter
ended June 30, 1993 of Tampa Electric Company).
10.17 Supplemental Executive Retirement Plan for 103
G.F. Anderson (Exhibit *10.4, Form 10-Q for the quarter ended
Sept. 30, 1993 of Tampa Electric Company), as amended by the
First Amendment to TECO Energy Group Supplemental Executive
Retirement Plan for G.F. Anderson, effective as of Oct. 1, 1994.
10.18 TECO Energy Directors' Deferred Compensation Plan, *
as amended and restated effective April 1, 1994
(Exhibit 10.1, Form 10-Q for the quarter ended March 31,
1994 of Tampa Electric Company).
10.19 TECO Energy, Inc. Annual Incentive Compensation Plan, *
revised January 1993 (Exhibit 10.2, Form 10-Q for the
quarter ended March 31, 1994 of Tampa Electric Company).
10.20 TECO Energy Group Retirement Savings Excess Benefit 104
Plan, as amended and restated effective Aug. 1, 1994.
55<PAGE>
10.21 Severance Agreement between TECO Energy, Inc. and *
H.L. Culbreath, dated as of April 28, 1989 (Exhibit
10.24, Form 10-K for 1989 of TECO Energy, Inc.).
12 Ratio of earnings to fixed charges. 111
23 Consent of Independent Accountants. 112
24.1 Power of Attorney. 113
24.2 Certified copy of resolution authorizing Power 115
of Attorney.
27 Financial Data Schedule (EDGAR filing only)
_____________
* Indicates exhibit previously filed with the Securities and Exchange
Commission and incorporated herein by reference. Exhibits filed with
periodic reports of Tampa Electric Company and TECO Energy, Inc.
were filed under Commission File Nos. 1-5007 and 1-8180,
respectively.
56<PAGE>
Exhibit 4.11
______________________________________________________________________
HILLSBOROUGH COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
and
TAMPA ELECTRIC COMPANY
______________________________________________________________________
SECOND SUPPLEMENTAL INSTALLMENT PURCHASE CONTRACT
______________________________________________________________________
Dated as of June 1, 1983
______________________________________________________________________
Relating to
Pollution Control Revenue Bonds
(Tampa Electric Company Project)
55<PAGE>
Exhibit 4.11
SECOND SUPPLEMENTAL INSTALLMENT PURCHASE CONTRACT
This SECOND SUPPLEMENTAL INSTALLMENT PURCHASE CONTRACT, dated as
o f June 1, 1983 (the "Second Supplemental Contract") to the
INSTALLMENT PURCHASE CONTRACT, dated as of August 1, 1981 (the
"Original Contract"), as supplemented and amended by the First
Supplemental Installment Purchase Contract, dated as of May 1, 1982,
(the "First Supplemental Contract") and an Amendment to Exhibit A of
the Installment Purchase Contract (the "Amendment to Exhibit A"),
dated April 7, 1983 (said Original Contract as so amended, together
with this Second Supplemental Contract, being herein called the
"Contract"), by and between the HILLSBOROUGH COUNTY INDUSTRIAL
DEVELOPMENT AUTHORITY, a public body corporate and politic the State
of Florida (the "issuer"), and TAMPA ELECTRIC COMPANY, a corporation
organized and existing under the laws of the State of Florida:
W I T N E S S E T H:
In consideration of the respective representations and agreements
hereinafter contained, the parties hereto agree as follows (provided
that in the performance of the agreements of the Issuer herein
contained, any obligation it may thereby incur for the payment of
money shall not be a debt, liability or obligation of any authority or
county or of the State of Florida or any political subdivision
thereof, except to the extent that the Bonds hereinafter mentioned
shall be limited obligations of the Issuer, payable solely out of
moneys derived from the Contract and the Bonds referred to therein):
56<PAGE>
Exhibit 4.11
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.1. Definitions. (a) All words and terms defined in
Section 1.1 of the Original Contract and in Section 1.1 of the First
Supplemental Contract shall have the same meanings in this Second
Supplemental Contract unless otherwise specifically defined herein.
(b) In addition to words and terms elsewhere defined in this
Second Supplemental Contract, the following words and terms shall have
the following meanings:
"Amendment to Exhibit A" means the Amendment to Exhibit A of the
Installment Purchase Contract, dated April 7, 1983, by and between the
H i llsborough County Industrial Development Authority and Tampa
Electric Company.
"Collateral" means, collectively, the pollution control
facilities described in Exhibit A to the Contract a copy of the
current form of which Exhibit A is attached hereto and each component
thereof which has been or will be acquired by the Company from the
Issuer.
"Contract" means the Original Contract, as amended by the First
Supplemental Contract and the Amendment to Exhibit A, together with
this Second Supplement Contract and any other supplements and
amendments thereto permitted by the Indenture.
"First Mortgage" means the Indenture of Mortgage, dated as of
August 1, 1946, as supplemented, from the Company to State Street Bank
and Trust Company, (formerly State Street Trust Company) and Flagship
Bank of Tampa (formerly First Savings & Trust Company of Tampa),
trustees.
"First Supplemental Contract" means the First Supplemental
Installment Purchase Contract, dated as of May 1, 1982, by and between
the Hillsborough County Industrial Development Authority and Tampa
Electric Company.
"First Supplemental Indenture" means the First Supplemental Trust
Indenture, dated, as of May 1, 1983, by and between the Hillsborough
County Industrial Development Authority and Exchange Bank and Trust
Company of Florida (now NCNB National Bank of Florida).
" I ndenture" means the Original Indenture, as amended and
supplemented by the First Supplemental Indenture, together with the
Second supplemental Indenture, pursuant to which (i) the Bonds are
authorized to be issued and (ii) the Issuer's rights under the
Contract (except the Issuer's rights under Sections 5.1 (c) and 9.4
hereof to payment of certain costs and expenses and under Section 7.4
hereof to indemnification), including the subordinated security
interest in the Collateral and the Purchase Price Installments and
57<PAGE>
Exhibit 4.11
other revenues and proceeds receivable by the Issuer from the sale of
the Project, are pledged and assigned as security for the payment of
principal of and premium, if any, and interest on the Bonds, as
amended or supplemented by any amendments or supplements permitted
thereby.
"Original Contract" means the Installment Purchase Contract,
dated as of August 1, 1981, by and between the Hillsborough County
Industrial Development Authority and Tampa Electric Company.
"Original Indenture" means the Trust Indenture, dated as of
August 1, 1981, by and between the Hillsborough County Industrial
Development Authority and Exchange Bank and Trust Company of Florida,
Tampa, Florida (now NCNB National Bank of Florida).
"Second Supplemental Contract" means this Second Supplemental
Installment Purchase Contract, as amended and supplemented by any
amendments and supplements hereto permitted by the Indenture.
"Second Supplemental Indenture" means the Second Supplemental
Trust Indenture, dated as of June 1, 1983, by and between the
Hillsborough County Industrial Development Authority and NCNB National
Bank of Florida (formerly, Exchange Bank and Trust Company of
F l orida), Tampa, Florida, as amended and supplemented by any
amendments and supplements thereto permitted by the Indenture.
"Subordinated Security Interest" means the subordinated security
interest in the Collateral created by Section 5.3 hereof.
Section 1.2. Rules of Construction. The rules of construction
set forth in Section 1.2 of the Original Contract shall be applicable
to this Second Supplemental Contract.
58<PAGE>
Exhibit 4.11
ARTICLE II
REPRESENTATIONS
Section 2.1 Representations by the Issuer. The Issuer makes the
following representations, as of the date of delivery of this Second
Supplemental Contract:
(a) The Issuer is duly authorized under the provisions of
t h e Act to enter into, execute and deliver this Second
Supplemental Contract, to undertake the transactions contemplated
by this Second Supplemental Contract and to carry out its
obligations hereunder, and the Issuer has duly authorized the
execution and delivery of this Second Supplemental Contract; and
(b) The Issuer has heretofore agreed to cause the
completion of the acquisition, construction and installation of
the Project, pursuant to the terms and conditions expressed in
the Contract, all for the purpose of promoting effective and
efficient pollution control throughout the State of Florida.
Section 2.2 Representations by the Company. The Company makes
the following representations, as of the date of delivery of this
Second Supplemental Contract:
(a) The Company is a corporation organized and existing
under the laws of the State of Florida and has power to enter
into this Second Supplemental Contract;
(b) By proper corporate action, the officers executing and
attesting this Second Supplemental Contract have been duly
authorized to execute and deliver this Second Supplemental
Contract;
(c) Neither the execution or delivery of this Second
Supplemental Contract nor the consummation of the transactions
contemplated herein, nor the fulfillment of or compliance with
the terms hereof will conflict with or result in a breach of any
of the terms or provisions of, or constitute a default under, the
Company's Restated Articles of Incorporation, its by-laws, or any
indenture, mortgage, deed of trust or other agreement or
instrument to which the Company is now a party or by which it is
bound;
59<PAGE>
Exhibit 4.11
(d) All necessary authorizations, approvals, consents and
other orders of any governmental authority or agency for the
execution and delivery by the Company of this Second Supplemental
Contract have been obtained and are in full force and effect.
60<PAGE>
Exhibit 4.11
ARTICLE III
AMENDMENT AND SUPPLEMENT
Section 3.1 Creation of Subordinated Security Interest. Article
V of the Original Contract as is hereby amended by adding at the end
thereof a new Section 5.3 as follows:
"Section 5.3. Creation of Subordinated Security Interest. As
security for the performance by the Company of its obligations under
Section 5.1(a) hereof, the Company hereby grants to the Issuer a
subordinated security interest in the Collateral and in each component
thereof which has been or will be acquired hereunder by the Company
from the Issuer. It is agreed that the security interest hereby
granted (including the Issuer's rights of possession or repossession
of the Collateral or any rights conferred upon the Issuer under the
Uniform Commercial Code of the State of Florida or otherwise) is
hereby made, and shall at all times be, subject to (i) the rights of
the holders of the First Mortgage Bonds (as defined in the First
Mortgage) of the Company issued ad outstanding or to be issued under,
and the lien of the First Mortgage and (ii) any future security
interest or lien created to secure any indebtedness or other
obligations of the Company now existing or hereinafter issued or
incurred under any indenture or other instrument which expressly
provides that any such security interest or lien securing such
indebtedness or obligations shall be superior to the security interest
hereby granted; provided that nothing in said First Mortgage or in
such other instrument or indenture or in this Section 5.3 shall affect
or diminish the obligations of the Company under Section 5.1 (a)
hereof. Such security interest shall remain in effect until the
Company shall have satisfied its obligations under Section 5.1(a)
hereof at which time the Issuer shall cause the execution and delivery
to the Company of such documents as shall be necessary to effect or
evidence the termination of such security interest."
S e c t ion 3.2. Execution of Counterparts. This Second
S u pplemental Installment Purchase Contract maybe simultaneously
executed in several counterparts, each of which shall be an original
and all of which shall constitute but one and the same instrument.
61<PAGE>
Exhibit 4.11
IN WITNESS WHEREOF, the Issuer and the Company have caused this
Second Supplemental Contract to be executed in their respective names
by their duly authorized officers and their respective seals to be
hereunto affixed and attested by their duly authorized officers for
and on their behalves and the Trustee has consented to this Second
Supplemental Contract all as of the date first above written.
HILLSBOROUGH COUNTY INDUSTRIAL
DEVELOPMENT AUTHORITY
By ____________________________
Chairman of the Hillsborough
County Industrial Development
Authority
OFFICIAL SEAL
Attest:
______________________________
Asst. Secretary
Approved by General Counsel to
the Hillsborough Industrial
Development Authority as to
form and legal sufficiency
By ____________________________
Warren M. Cason, Esq.
62<PAGE>
Exhibit 4.11
TAMPA ELECTRIC COMPANY
By _____________________________
Senior Vice President-
Finance
CORPORATE SEAL
Attest:
____________________________
Secretary
CONSENT:
NCNB NATIONAL BANK OF FLORIDA
Trustee
By _____________________________
Vice President
63<PAGE>
Exhibit 4.11
STATE OF FLORIDA )
) ss.:
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledged before me this 22 day
of June, 1983, by SAMUEL I. LATIMER, the Chairman of the Hillsborough
County Industrial Development Authority, the public body corporate and
politic and public instrumentality described in and which executed the
above instrument.
________________________________
Notary Public
(NOTARIAL SEAL) My commission expires:
STATE OF FLORIDA )
) ss.:
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledged before me this 22 day
of June, 1983, by Ellswotth G. Simmons, Asst. Secretary of the
Hillsborough County Industrial Development Authority, the public body
corporate ad politic and public instrumentality described in and which
executed the above instrument.
________________________________
Notary Public
(NOTARIAL SEAL) My commission expires:
64<PAGE>
Exhibit 4.11
STATE OF FLORIDA )
) ss.:
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledged before me this 23 day
of June, 1983, by J.K. TAGGART, a Senior Vice President of Tampa
Electric Company, on behalf of said corporation.
________________________________
Notary Public
(NOTARIAL SEAL) My commission expires:
STATE OF FLORIDA )
) ss.:
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledged before me this 23 day
of June, 1983, by J.E. SPROULL, the Secretary of Tampa Electric
Company, on behalf of said corporation.
________________________________
Notary Public
(NOTARIAL SEAL) My commission expires:
65<PAGE>
Exhibit 4.11
EXHIBIT A
DESCRIPTION OF THE PROJECT
The Project referred to in the Installment Purchase Contract to
which this Exhibit A is attached consists of certain pollution control
facilities to be acquired, constructed and installed at Unit No. 4 of
the Big Bend Station of Tampa Electric Company in Hillsborough County,
Florida, more particularly described as follows:
BIG BEND UNIT NO. 4
A. Electrostatic Precipitator
Particulate control for Big Bend Unit No. 4 will be
a c c omplished by the use of a rigid frame electrostatic
precipitator. The precipitator is designed for a 99.7+%
p a rticulate removal efficiency and includes the following
associated equipment: ductwork and breaching, structural steel,
foundations, pilings, hoppers/hopper heat tracing and electrical
power and control devices.
1. Precipatator Flyash Storage Silo
This silo is a cylindrical tank supported by structural
steel columns. The associated equipment includes bag
filter, vent controls, weigh scale, pumps, supporting
structural steel, foundations and piling.
2. Storage Ponds
Earthen storage ponds with dikes to a maximum elevation
of 35 feet will be provided for the storage of flyash in the
event flyash cannot be marketed. These ponds will be lined
to protect the ground water systems from leachate.
3. Piping
This item consists of the necessary piping, pumps and
c o ntrols to convey the precipitator flyash from the
precipitator hoppers by way of a dry vacuum system to the
flyash silo. From dry flyash silo, flyash is transported
wet by way of piping to the above noted flyash storage
ponds.
66<PAGE>
Exhibit 4.11
B. Bottom Ash Removal
1. Hoppers
Steel hoppers collect ash which falls out the bottom of
the pulverized fuel furnace. Included with the bottom ash
h o p per are the necessary structural steel supports,
foundations, pilings, and associated electrical controls.
2. Ponds
Bottom ash storage ponds are provided for storage of
the collected bottom ash. The initial or primary settling
pond receives the water from the ash hoppers. This water is
then decanted and recycled to the plant for reuse. After
the primary ponds are filled, they will be hydraulically
dredged to a more permanent long term storage pond. The
primary decanting or settling receiving ponds will be lined;
the larger more permanent bottom ash storage pond will be
unlined.
3. Piping
This item includes the necessary piping to sluice the
bottom ash slurry from the hoppers to the bottom ash
receiving ponds. Also included are the piping and pumps
required to return the water to the plant for reuse in this
ash system.
C. Flue Gas Desulfurization System (FGD System)
1. Description of System
The type of FGD System selected for Big Bend Unit No. 4
is a two stage forced oxidation limestone regenerable system
designed to have an efficiency between eighty-five to ninety
percent (85%-90%). The FGD System consists of three (3)
modules with one (1) spare. The modules will consist of
booster fans, quenchers, absorbers, absorber feed tank,
associated piping and pumps. Reheat fans and a reheater are
provided to reheat the exiting gas flow from the FGD System
to provide the necessary buoyancy and drying requirements
for the exiting stack gas.
2. Limestone Preparation
Included with the FGD System are the raw limestone
facilities required for receiving, unloading, grinding,
preparation, and transfer of limestone to the FGD System
proper. The limestone unloading and handling system
i n cludes all necessary controls, structural supports,
foundations and piling required.
3. FGD Waste Handling
67<PAGE>
Exhibit 4.11
Another major portion of the FGD System is the waste
handling facility. This system includes a building which
houses the necessary dewatering, separation, treatment
equipment and is for processing the gypsum waste from the
FGD System, plus transfer facilities for moving the gypsum
from the waste handling building to the on-site storage
area. This area includes a stacking system and the
necessary ponding and containment ditches for the gypsum
pile runoff.
D. Liquid Waste Treatment
The waste treatment system for Big Bend Unit no. 4 will be
an extension of the existing waste treatment systems for Big Bend
Units No. 1, 2 and 3. The floor drains are collected and
transferred to a common reinforced concrete transfer sump with
all necessary pumping and piping and then transported to an
existing settling pond before return to the plant for use as
recycle water for equipment wash down.
E. Fine Mesh Screens
Fine mesh traveling water screens and associated equipment
will be installed in the circulating water system to remove small
marine organisms from the circulating water system. The caught
organisms will be collected with a low pressure screenwash and
returned via a flume to Tampa Bay.
F. Sanitary Waste Streams
A d ditional sanitary water treatment capacity will be
installed with Unit No. 4. The discharge from this system will
be piped to the waste water transfer sump described above.
68<PAGE>
Exhibit 4.11
BIG BEND UNIT NO. 4 COAL HANDLING AND BLENDING SYSTEM
A. Coal Pile Runoff System Modifications
The existing coal pile runoff collection system
will be modified so as to collect the runoff from the
extended and modified coal handling and blending
system. The collected runoff water will be monitored
prior to returning this water to the bay.
B. Dust Suppression Equipment
Dust suppression equipment will be provided at all
major transfer points in the newly installed coal
h a ndling and blending system. This suppression
equipment will consist of either water sprays and/or
vacuum type bag filters. A dust suppression system
will also be included in the tripper room over the top
of the blending bins.
69<PAGE>
Exhibit 4.11
_____________________________________________________________________
HILLSBOROUGH COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
and
NCNB NATIONAL BANK OF FLORIDA,
Trustee
___________________________________
SECOND SUPPLEMENTAL TRUST INDENTURE
Dated as of June 1, 1983
_________________
Relating to
Pollution Control Revenue Bonds
(Tampa Electric Company Project)
70<PAGE>
Exhibit 4.11
SECOND SUPPLEMENTAL TRUST INDENTURE
THIS SECOND SUPPLEMENTAL TRUST INDENTURE, dated as of June 1,
1983 (herein called the "Second Supplemental Indenture") to the TRUST
INDENTURE, dated as of August 1, 1981 (herein called the "Original
Indenture"), as supplemented and amended by the First Supplemental
Trust Indenture (herein called the "First Supplemental Indenture"),
dated as of May 1, 1982 (said trust indenture as so amended and,
together with this Second Supplemental Indenture and any supplements
and amendments thereafter, being herein called the "Indenture"), by
and between the HILLSBOROUGH COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY,
a public body corporate and politic and a public instrumentality
created pursuant to the laws of the State of Florida (herein called
the "Issuer"), and NCNB NATIONAL BANK OF FLORIDA (formerly, Exchange
Bank and Trust Company of Florida) a national banking association duly
organized and existing under the laws of the United States of America
and having its principal office in the City of Tampa, Florida, which
is authorized under such laws to exercise corporate trust powers and
is subject to examination by federal authorities (said banking
association and any bank or trust company becoming successor trustee
under the Indenture, being herein called the "Trustee").
W I T N E S S E T H:
WHEREAS, the Issuer is authorized by Part III of Chapter 159,
Florida Statutes, as amended (herein called the "ACT"), to finance and
refinance capital projects including industrial and manufacturing
plants and pollution control facilities with appurtenant facilities
for the purpose of promoting effective and efficient pollution control
throughout the State of Florida and including pollution control
facilities or devices incorporated as a part of any project and to
issue revenue bonds payable solely from revenues derived from the
sale, operation or leasing of such capital projects; and
W H E R E AS, the Issuer has heretofore made the necessary
a r r a ngements with Tampa Electric Company (herein called the
"Company"), a corporation duly organized and existing under the laws
of the State of Florida, for the acquisition, construction and
installation by the Issuer of the "Project", as described in Exhibit A
to the Contract (hereinafter mentioned), which Project is of the
character of projects permitted by, and will accomplish the purposes
of, the Act; and
71<PAGE>
Exhibit 4.11
WHEREAS, the Issuer has entered into an Installment Purchase
Contract, dated as of August 1, 1981, (herein called the "Original
Contract"), as amended and supplemented by a First Supplemental
Installment Purchase Contract, dated as of May 1, 1982, and an
Amendment to Exhibit A of the Installment Purchase Contract (herein
called the "Amendment to Exhibit A"), dated April 7, 1983 (said
Original Contract, as so amended and as supplemented by the Second
Supplemental Installment Purchase Contract hereinafter mentioned and
a n y other amendments or supplements thereto permitted by the
Indenture, being herein called the "Contract"), with the Company,
pursuant to which the Issuer has sold to the Company, and the Company
has purchased from the Issuer, all the Issuer's rights, title and
interest in the Project at a purchase price which, together with the
interest thereon, is payable in installments (herein called the
"Purchase Price Installments") in amounts sufficient to pay the
principal of and premiums, if any, and interest on the Bonds issued to
pay a portion of the Cost (as defined in the Contract) of the Project;
and
WHEREAS, for the purpose of providing funds to pay a portion of
the Cost of the Project, the Issuer heretofore authorized, pursuant to
a resolution duly adopted on May 11, 1981, the issuance of not
exceeding $250,000,000 aggregate principal amount of its Hillsborough
County Industrial Development Authority Pollution Control Revenue
Bonds (Tampa Electric Company Project; and
WHEREAS, pursuant to resolutions duly passed and adopted by the
Issuer on May 11, 1981 and August 5, 1981, the Issuer determined to
issue and sell, pursuant to Section 208 of the Indenture, a series of
said revenue bonds, designated "Pollution Control Revenue Bonds (Tampa
Electric Company Project), Series "A", dated as of August 1, 1981
(said bonds being herein called the "Series A Bonds"), in the
aggregate principal amount of $25,000,000 and to reserve the remaining
$225,000,000 of said revenue bonds for future issuance; and
WHEREAS, pursuant to a resolution duly passed and adopted on
April 28, 1982, the Issuer determined to issue and sell, pursuant to
Section 209 of the Indenture, a series of revenue bonds, designated
"Pollution Control Revenue Bonds (Tampa Electric Company Project),
Series "B", dated as of May 1, 1982, in the aggregate principal amount
of $100,000,000 and to reserve the remaining $125,000,000 of said
revenue bonds for future issuance; and
72<PAGE>
Exhibit 4.11
WHEREAS, the Issuer will enter into a Second Supplemental
Installment Purchase Contract, dated as of June 1, 1983 (herein called
the "Second Supplemental Contract") with the Company, pursuant to
which the Company will grant to the Issuer to the extent described in
the Second Supplemental Contract a subordinated security interest in
the Collateral as defined in the Second Supplemental Contract (herein
called the "Subordinated Security Interest"); and
WHEREAS, the execution and delivery of this Second Supplemental
Indenture and the Second Supplemental Contract have been duly
authorized by a resolution of the Issuer, as permitted by Articles XI
and XII of the Indenture; and
WHEREAS, all acts, conditions and things required by the
Constitution and laws of the State of Florida to happen, exist and be
performed precedent to and in the execution and delivery of this
Second Supplemental Indenture and the Second Supplemental Contract
have happened, exist and have been performed as so required in order
to make the Original Indenture, as amended by the First Supplemental
Indenture and this Second Supplemental Indenture, a valid and binding
trust indenture for the security of the Bonds in accordance with its
terms and in order to make the Original Contract, as amended by the
First Supplemental Contract, the Amendment to Exhibit A and the Second
Supplemental Contract, a valid and binding installment purchase
contract in accordance with its terms; and
WHEREAS, the Trustee has accepted the trusts created by this
Second Supplemental Indenture and in evidence thereof has joined in
the execution hereof;
N O W , THEREFORE, THIS SECOND SUPPLEMENTAL TRUST INDENTURE
WITNESSETH, that in consideration of the premises, of the acceptance
by the Trustee of the trusts hereby created, and also for and in
consideration of the sum of One Dollar ($1.00) to the Issuer in hand
paid by the Trustee at or before the execution and delivery of this
Second Supplemental Indenture, the receipt of which is hereby
acknowledged, and in order further to secure the payment of the
principal of all the Bonds at any time issued and outstanding
hereunder and the premium, if any, and the interest thereon according
to their tenor, purport and effect, and in order further to secure the
performance and observance of all the covenants, agreements and
conditions therein and herein contained, the Issuer has executed and
delivered this Second Supplemental Indenture and has pledged and
assigned and does hereby pledge and assign to the Trustee its
Subordinated Security Interest in the Collateral, all as security for
the payment of the Bonds and the premium, if any, and interest thereon
and as security for the satisfaction of any other obligation assumed
by it in connection with such Bonds, and it is so mutually agreed and
covenanted by and between the parties hereto, for the equal and
proportionate benefit and security, except as otherwise hereinafter
expressly provided, of al and singular the present and future holders
of the Bonds and the coupons appertaining thereto issued and to be
i s s ued under this Indenture, without preference, priority or
distinction as to lien or otherwise, except as otherwise hereinafter
expressly provided, of any one Bond over any other Bond, by reason of
priority in the issue, sale or negotiation thereof or otherwise;
73<PAGE>
Exhibit 4.11
PROVIDED, HOWEVER, that if, after the rights, title and interest
of the Trustee in and to the estate pledged and assigned to it under
the Indenture and this Supplemental Indenture shall have ceased,
terminated and become void in accordance with Article XIII of the
Indenture, and the principal of and premium, if any, and interest on
all of the Bonds shall have been paid to the Bondholders and the
bearers of interest coupons or shall have been paid to the Company
pursuant to Section 505 of the Indenture, then the Indenture and all
covenants, agreements and other obligations of the Issuer thereunder
and hereunder shall cease, determine and be void, and thereupon the
Trustee shall cancel and Issuer and the Company such instruments in
writing as shall be required to evidence the discharge thereof;
otherwise the Indenture is to be and shall remain in full force and
effect.
THIS SECOND SUPPLEMENTAL TRUST INDENTURE FURTHER WITNESSETH, and
it is expressly declared that all Bonds issued and secured under the
Indenture are to be issued, authenticated and delivered and all said
Purchase Price Installments, revenues and other income and moneys
hereby pledged and assigned, are to be dealt with and disposed of
under, upon and subject to the terms, conditions, stipulations,
covenants, agreements, trusts, users and purposes as hereinafter
expressed, and the Issuer has agreed and covenanted, and does hereby
agree and covenant, with the Trustee and with the respective holders
and owners, from time to time, of the Bonds or coupons, or any part
thereof, as follows, that is to say:
74<PAGE>
Exhibit 4.11
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
Section 101. Definitions. All words and terms defined in
Section 1.1 of the Original Contract, as amended by the First
Supplemental Contract, the Amendment to Exhibit A and the Second
Supplemental Contract, and in the Original Indenture, as amended by
the First Supplemental Indenture shall have the same meanings in this
Second Supplemental Indenture, unless otherwise specifically defined
herein. All terms used herein which are defined in the recitals
hereto shall have the meanings there given to them unless the context
otherwise requires.
Section 102. Rules of Construction. The rules of construction
set forth in Section 102 of the Original Indenture shall be applicable
to this Second Supplemental Indenture.
ARTICLE II
SUPPLEMENT
Section 201. Subordinated Security Interest. Article V of the
Indenture is hereby amended by adding at the end thereof a new Section
507 as follows:
"Section 507. Termination of Subordinated Security interest.
Upon satisfaction by the Company of its obligations under Section 5.1
(a) of the Contract, the Trustee shall cause the execution and
delivery to the Company of such documents as shall be necessary to
effect or to evidence the termination of the Subordinated Security
Interest."
75<PAGE>
Exhibit 4.11
Section 202. Counterparts. This Second Supplemental Indenture
may be executed in multiple counterparts, each of which shall be
regarded for all purposes as an original, and such counterparts shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, HILLSBOROUGH COUNTY INDUSTRIAL DEVELOPMENT
AUTHORITY has caused this Second Supplemental Indenture to be executed
by its Chairman and its official seal to be impressed thereon and
attested by its Secretary, and NCNB NATIONAL BANK OF FLORIDA
(formerly, Exchange Bank and Trust Company of Florida) has caused this
Second Supplemental Indenture to be executed by a Vice President and
its corporate seal to be impressed thereon and attested by an
Corporate Trust Officer for and on its behalf, all as of the date
first above written.
HILLSBOROUGH COUNTY INDUSTRIAL
DEVELOPMENT AUTHORITY
(Seal)
By______________________________
Chairman
Approved by General Counsel
to the Hillsborough County
Industrial Development
___________________________ Authority
Asst. Secretary
By______________________________
Warren M. Cason, Esq.
NCNB NATIONAL BANK OF FLORIDA
By______________________________
(Seal)
Attest:
___________________________
Corporate Trust Officer
76<PAGE>
Exhibit 4.11
STATE OF FLORIDA )
) ss.:
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledged before me this 22 day
of June, 1983, by SAMUEL I. LATIMER, the Chairman of the Hillsborough
County Industrial Development Authority, the public body corporate and
politic and public instrumentality described in and which executed the
above instrument.
________________________________
Notary Public
(NOTARIAL SEAL) My commission expires:
STATE OF FLORIDA )
) ss.:
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledged before me this 22 day
o f June, 1983, by Ellsworth G. Simmons, Asst. Secretary of
Hillsborough County Industrial Development Authority, the public body
corporate and politic and public instrumentality described in and
which executed the above instrument.
________________________________
Notary Public
(NOTARIAL SEAL) My commission expires:
77<PAGE>
Exhibit 4.11
STATE OF FLORIDA )
) ss.:
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledged before me this June 23,
1983, by EDGAR L. TROCKE a Vice President of NCNB NATIONAL BANK OF
FLORIDA, the national banking association described in and which
executed the above instrument on behalf of said national banking
association.
________________________________
Notary Public
My commission expires:
(NOTARIAL SEAL)
STATE OF FLORIDA )
) ss.:
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledged before me this June 23,
1983, by RENEE COCHELL, a Corporate Trust Officer of NCNB NATIONAL
BANK OF FLORIDA, the national banking association described in and
which executed the above instrument on behalf of said national banking
association.
________________________________
Notary Public
My commission expires:
(NOTARIAL SEAL)
78<PAGE>
Exhibit 4.14
_________________________________________________________________
HILLSBOROUGH COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY
and
TAMPA ELECTRIC COMPANY
_________________________________________________________________
FIRST SUPPLEMENTAL INSTALLMENT PURCHASE CONTRACT
_________________________________________________________________
Dated as of August 2, 1984
_________________________________________________________________
Relating to
$3,950,000 Hillsborough County Industrial
Development Authority Pollution
Control Revenue Bonds (Tampa
Electric Company Project),
Series 1984A
79<PAGE>
Exhibit 4.14
FIRST SUPPLEMENTAL INSTALLMENT PURCHASE CONTRACT
This FIRST SUPPLEMENTAL INSTALLMENT PURCHASE CONTRACT, dated as of the
2nd day of August, 1984 (the "First Supplemental Contract") to the
INSTALLMENT PURCHASE CONTRACT made and entered into as of the 31st day of
January, 1984 (the "Original Contract"), by and between the HILLSBOROUGH
COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY, a public body corporate and
politic and a public instrumentality created pursuant to the laws of the
State of Florida (the "Issuer"), and TAMPA ELECTRIC COMPANY, a corporation
organized and existing under the laws of the State of Florida (the
"Company"):
W I T N E S S E T H:
In consideration of the respective representations and agreements
hereinafter contained, the parties hereto agree as follows (provided that
in the performance of the agreements of the Issuer herein contained, any
obligation it may thereby incur for the payment of money shall not be a
debt, liability or obligation of any authority or county or of the State of
Florida or any political subdivision thereof, except to the extent that the
Bonds hereinafter mentioned shall be a limited obligation of the Issuer,
payable solely out of the moneys derived from the Original Contract and
this First Supplemental Contract (collectively, together with any other
supplements and amendments permitted by the Indenture, as defined in the
Original Contract, the "Contract", the sale of the Bonds referred to in
Section 4.2 of the Contract and in Article III hereof and the First
Mortgage Bonds, if any, referred to in Section 5.3 of the Contract):
80<PAGE>
Exhibit 4.14
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.1. Definitions. (a) All words and terms defined in
Section 1.1 of the Original Contract shall have the same meanings in this
First Supplemental Contract.
(b) In addition to words and terms elsewhere defined in this First
Supplemental Contract, the following words and terms shall have the
following meanings:
"Adjustable Rate Index" for the Series 1984A Bonds means for each
Interest Rate Period, the interest rate determined by the Indexing Agent as
of December 26 of the preceding Interest Rate Period, to be the average
yield of not less than 20 twelve-month securities selected by the Indexing
Agent and evaluated at par, the interest on each of which securities is
exempt from federal income taxation and the issuer of each of which has
long-term securities rated by Moody's Investors Service, Inc. and/or
Standard & Poor's Corporation in the same long-term debt category as the
rating of the Series 1984A Bonds (without regard to any rating refinement
or graduation by a numerical modifier or otherwise); provided, however,
that in the event the Series 1984A Bonds are no longer rated by Moody's
Investors Service, Inc. or by Standard & Poor's Corporation or that the
Indexing Agent no longer determines or fails to determine the Adjustable
Rate Index, the Adjustable Rate Index for such Interest Rate Period will be
determined by the Remarketing Agent and will be 1/4 of 1% over the average
twelve-month yield of project notes guaranteed by the U.S. Department of
Housing and Urban Development, evaluated at par, or if no such project
notes are outstanding, 65% of the average twelve-month yield of U.S.
Treasury Bonds, evaluated at par. The Adjustable Rate Index for each
Interest Rate Period shall be set forth in a written certificate of the
Indexing Agent (or the Remarketing Agent if appropriate delivered to the
Company, the Remarketing Agent and the Trustee on December 26 of each year.
"Barnett Prime Rate" means in respect of the Series 1984A Bonds, the
prime commercial lending rate announced by Barnett Bank of Tampa, N.A., as
in effect from time to time at its principal office in Tampa, Florida.
"Contract" means the Original Contract, together with this First
Supplemental Contract and any other supplements and amendments permitted by
the Indenture.
" F i r s t Supplemental Contract" means this First Supplemental
I n stallment Purchase Contract, as amended and supplemented by any
amendments and supplements hereto permitted by the Indenture.
81<PAGE>
Exhibit 4.14
"First Supplemental Indenture" means the First Supplemental Trust
Indenture, dated as of August 2, 1984, by and between the Hillsborough
County Industrial Development Authority and NCNB National Bank of Florida,
as trustee, as amended and supplemented by any amendments and supplements
thereto permitted by the Indenture.
"Fixed Rate Date" means for the Series 1984A Bonds, the date as of
which all of the Series 1984A Bonds then outstanding shall have been
converted to bear interest at a rate determined on the basis of the Fixed
Rate Index, in accordance with the Indenture, which shall be on the first
day of any month if the Series 1984A Bonds are converted on or before
January 1, 1985, or on January 31, 1985, or on February 1 if the Series
1984A Bonds are converted in 1986 or thereafter.
"Fixed Rate Index" for the Series 1984A Bonds means for each Interest
Rate Period, the interest rate determined by the Indexing Agent on December
26 of the preceding Interest Rate Period until the Fixed Rate Date and, at
the request of the Company, on the 26th day of each month during 1984, to
be the average yield of not less than 20 securities selected by the
Indexing Agent and evaluated at par, the term of each of which securities
is substantially equal to the remaining term of the Series 1984A Bonds, the
interest on each of which is exempt from federal income taxation and each
of which is rated by Moody's Investors Service, Inc. and/or Standard &
Poor's Corporation in the same category as the rating of the Series 1984A
Bonds (without regard to any rating refinement or graduation by numerical
modifier or otherwise); provided, however, that in the event the Series
1984A Bonds are no longer rated by Moody's Investors Service, Inc. or
Standard & Poor's Corporation or that the Indexing Agent no longer
determines or fails to determine a Fixed Rate Index, the Fixed Rate Index
for such Interest Rate Period shall be based on a percentage of the most
recently published "Bond Buyer Revenue Bond Index" and on the remaining
term of the Series 1984A Bonds as follows:
Percentage of the Bond Remaining Term of the
Buyer Revenue Bond Index Series 1984A Bonds
100% 26 to 21 years
97 20 to 18 years
95 17 to 15 years
90 14 to 12 years
88 11 to 9 years
80 8 to 6 years
70 Less than 6 years
82<PAGE>
Exhibit 4.14
In the event the "Bond Buyer Revenue Bond index" is no longer published by
The Bond Buyer, the Fixed Rate Index for such Interest Rate Period shall be
85% of the annual interest rate determined by the Remarketing Agent to be
the annual yield on U.S. Treasury Bonds, evaluated at par and maturing in
the same year as the Series 1984A Bonds. The Fixed Rate Index for each
Interest Rate Period shall be set forth in a written certificate of the
Indexing Agent (or the Remarketing Agent if appropriate) delivered to the
Company, the Remarketing Agent and the Trustee on December 26 of each year,
and a preliminary Fixed Rate Index shall be set forth in a written
certificate delivered on November 26 of each year until the Fixed Rate Date
and, at the request of the Company, on the 26th day of each month during
1984.
"Indenture" means the Original Indenture, together with the First
Supplemental Indenture and any other supplements and amendments permitted
thereby.
"Interest Rate Period" shall mean, for the Series 1984A Bonds, the
period from August 2, 1984 to and including the earlier of January 30, 1985
or the day before the Fixed Rate Date, and thereafter from the day after
the last day of the first Interest Period until January 31, 1986, and for
each twelve-month period thereafter, the period from February 1 to and
including January 31 of the next calendar year.
"1974 Contract" means the Installment Purchase and Security Contract,
dated as of March 1, 1972, as amended and supplemented by a First
Supplemental Installment Purchase and Security Contract, dated as of
December 1, 1974, a Second Supplemental Installment Purchase and Security
Contract, dated as of December 1, 1974 and a Third Supplemental Installment
Purchase and Security Contract, dated as of May 1, 1976, by and between the
Issuer and the Company, and any further amendments and supplements thereto
permitted by the 1974 Indenture.
"1974 Improvements" means the pollution control facilities located at
the 1974 Units, including any structures, machinery, fixtures, improvements
and equipment, all as described in Exhibits A-1 and B-2 attached to the
1974 Contract, as such facilities may at any time exist.
83<PAGE>
Exhibit 4.14
"1974 Indenture" means the Trust Indenture, dated as of March 1, 1972,
as amended and supplemented by a First Supplemental Trust Indenture, dated
as of November 1, 1974 and a Second Supplemental Trust Indenture, dated as
of December 1, 1974, from the Hillsborough County Industrial Development
Authority to New England Merchants National Bank (now, Bank of New England,
N.A.), as trustee and The Florida National Bank at Lakeland, as co-trustee.
"1974 Units" means, collectively, Units Nos. 1, 2 and 3 of the Big
Bend Station, the Gannon Station and the Hooker's Point Station, and
related support facilities, as they may at any time exist.
"Original Contract" means the Installment Purchase Contract, dated as
of January 31, 1984, by and between the Hillsborough County Industrial
Development Authority and Tampa Electric Company.
"Original Indenture" means the Trust Indenture, dated as of January
31, 1984, by and between the Hillsborough County Industrial Development
Authority and NCNB National Bank of Florida, as Trustee.
"Outstanding Obligations" means $4,000,000 aggregate principal amount
of the Hillsborough County Industrial Development Authority Pollution
Control Revenue Bonds (Tampa Electric Company Project), Series 1974A, dated
as of December 1, 1974, and stated to mature in the aggregate principal
amount of $4,000,000 on December 1, 1984, issued under Section 209 of the
1974 Indenture to pay a portion of the cost of the 1974 Improvements.
" O r iginal Project" means, collectively, the pollution control
facilities described in Exhibit A to the Original Contract.
"Project" means the 1974 Improvements, together with the Original
Project.
"Series 1984A Bonds" means the Additional Bonds authorized to be
issued under Section 201 of the First Supplemental Indenture and pursuant
to Section 209 of the Indenture, for the purpose of providing funds for
paying or providing for the payment of the principal of the Outstanding
Obligations, heretofore issued under the Act for the purpose of paying a
portion of the cost of the 1974 Improvements.
84<PAGE>
Exhibit 4.14
"2011 Series First Mortgage Bonds" means the First Mortgage Bonds to
be created by the 2011 Series Supplemental Indenture and, at the option of
the Company, delivered to the Trustee as security for the Company's
obligation to pay the Purchase Price Installments relating to the Series
1984A Bonds, pursuant to Section 5.3 of the contract.
"2011 Series Supplemental Indenture" means the Supplemental Indenture
of Mortgage, to be dated as of the date of the 2011 Series First Mortgage
Bonds, if any, by and between the Company and State Street Bank and Trust
Company and Barnett Banks Trust Company, N.A. (successor trustee to Sun
Bank of Tampa Bay), as trustees under the First Mortgage.
"Units" means, collectively, the Unit and the 1974 Units.
Section 1.2. Rules of Construction. The rules of construction set
forth in Section 1.2 of the Original Contract shall be applicable to this
First Supplemental contract.
85<PAGE>
Exhibit 4.14
ARTICLE II
REPRESENTATIONS
Section 2.1. Representations by the Issuer. The Issuer makes the
following representations, as of the date of delivery of this First
Supplemental Contract:
(a) The Issuer is duly authorized under the provisions of the
Act to enter into, execute and deliver this First Supplemental
Contract, to undertake the transactions contemplated by this First
Supplemental Contract and by the Original Contract and to carry out
its obligations hereunder and thereunder, and the Issuer has duly
authorized the execution and delivery of the First Supplemental
Contract;
(b) The Issuer proposes to cause the provision for payment of
the principal of the Outstanding Obligations pursuant to the terms and
conditions expressed herein, all for the purpose of promoting
effective and efficient pollution control throughout the State of
Florida;
(c) The Issuer proposes to issue under Section 201 of the First
Supplemental Indenture and pursuant to Section 209 of the Indenture
$3,950,000 aggregate principal amount of its Series 1984A Bonds for
the purpose of providing funds for providing for the payment of the
principal of the Outstanding Obligations and for paying the cost of
issuing the Series 1984A Bonds; and
(d) By proper action of the Issuer, the officers of the Issuer
executing and attesting this First Supplemental Contract have been
duly authorized to execute and deliver this First Supplemental
Contract.
Section 2.2. Representations by the Company. The Company makes the
following representations, as of the date of delivery of this First
Supplemental Contract:
(a) The Company is a corporation organized and existing under the
laws of the State of Florida and has power to enter into this First
Supplemental Contract;
(b) By proper corporate action, the officers executing and attesting
this First Supplemental Contract have been duly authorized to execute and
deliver this First Supplemental Contract;
(c) Neither the execution or delivery of this First Supplemental
Contract nor the consummation of the transactions contemplated herein, nor
the fulfillment of or compliance with the terms hereof will conflict with
or result in a breach of any of the terms or provisions of, or constitute a
default under, the Company's Restated Articles of Incorporation, its by-
laws, or any indenture, mortgage, deed of trust or other agreement or
instrument to which the Company is now a party or by which it is bound;
(d) The facilities comprising the Original Project and the 1974
Improvements constitute a "project" within the meaning of Section 159.44
86<PAGE>
Exhibit 4.14
(2) of the Act;
(e) (i) All of the proceeds (exclusive of accrued interest) of the
Outstanding Obligations have been used for payment of a portion of the
"cost" (within the meaning of the Act) of the 1974 Improvements, except as
provided under Article IV of the 1974 Indenture or under Article IV of the
Indenture and (ii) all of the proceeds (exclusive of accrued interest) of
the Series 1984A Bonds will be used for the provision for payment of the
principal of the Outstanding Obligations or for payment of the "cost"
(within the meaning of the Act) of issuing the Series 1984A Bonds, except
as provided in Article IV of the Indenture;
(f) Not less than substantially all of the proceeds of the
Outstanding Obligations have been used to provide "sewage or solid waste
disposal facilities" or "air or water pollution control facilities" within
the meaning of Sections 103(b)(4)(E) and (F), respectively, of the Code;
and
(g) All necessary authorizations, approvals, consents and other
orders of any governmental authority or agency for the execution and
delivery by the Company of this First Supplemental Contract have been
obtained and are in full force and effect.
87<PAGE>
Exhibit 4.14
ARTICLE III
ISSUANCE OF THE SERIES 1984A BONDS
Section 3.1. Agreement of the Issuer to Issue Series 1984A Bonds;
Application of Series 1984A Bond Proceeds. The Issuer agrees that it will,
as promptly as possible, issue, sell and cause to be delivered to the
purchasers thereof $3,950,000 aggregate principal amount of Series 1984A
Bonds for the purpose of providing funds for providing for the payment of
the principal of the Outstanding Obligations and for paying the cost of
issuing the Series 1984A Bonds. Upon receipt of, and from, the proceeds
from the sale of the Series 1984A Bonds, the Issuer will cause the Trustee
(i) to pay or deliver to the trustee under the 1974 Indenture the amounts
or securities required to provide for the payment of the principal of the
Outstanding Obligations and (ii) to deposit in a special account within the
Construction Fund the balance of the proceeds received from the sale of the
Series 1984A Bonds for application to the payment of the cost of issuing
the Series 1984A Bonds.
Section 3.2. Agreement of the Company to Provide for the Payment of
Interest on the Outstanding Obligations and of Expenses. The Company
agrees that simultaneously with the delivery of the Series 1984A Bonds, it
will pay or deliver to the trustee under the 1974 Indenture (a) for deposit
to the Bond Service Account, the amount or securities required to provide
for the payment of interest on the Outstanding Obligations and (b) the
amount required to provide for the payment of the fees and expenses
relating to the Outstanding Obligations of the trustee and of the paying
agent under the 1974 Indenture.
88<PAGE>
Exhibit 4.14
ARTICLE IV
CONVEYANCE CLAUSE
Section 4.1. Sale of 1974 Improvements and Confirmation of Sale of
1974 Improvements; and Confirmation of Subordinated Security Interest. (a)
The Issuer hereby grants, bargains and sells to the Company, and the
Company hereby purchases from the Issuer all of the Issuer's rights, title
and interest in the 1974 Improvements and each and every component thereof,
in accordance with the provisions of the Contract. The Issuer hereby
confirms its grant, bargaining and sale to the Company, and the Company
hereby confirms its purchase from the Issuer, pursuant to and in accordance
with the provisions of the 1974 Contract, all of the Issuer's rights, title
and interest in the 1974 Improvements and each and every component thereof.
The Issuer agrees to execute and deliver to the Company such further
conveyances or other evidences of title to the 1974 Improvements and to
each and every component thereof as the Company may from time to time
reasonably require.
(b) As security for the performance by the Company of its obligations
under Section 5.1(a) of the Contract, the Company hereby grants to the
Issuer a subordinated security interest in the portion of the Collateral
relating to the 1974 Improvements and in each component thereof that has
been acquired by the Company from the Issuer. It is agreed that the
security interest hereby granted (including the Issuer's rights of
possession or repossession of such portion of the Collateral or any rights
conferred upon the Issuer under the Uniform Commercial Code of the State of
Florida or otherwise) is hereby made, and shall at all times be, subject to
(i) the rights of the holders of the first mortgage bonds of the Company,
including the First Mortgage Bonds, issued and outstanding or to be issued
under, the lien of the First Mortgage, (ii) the security interest granted
to the Issuer pursuant to the 1974 Contract and (iii) any future security
interest or lien created to secure any indebtedness or other obligations of
the Company now existing or hereinafter issued or incurred under any
indenture or other instrument that expressly provides that any such
security interest or lien securing such indebtedness or obligations shall
be superior to the security interest hereby granted; provided that nothing
in said First Mortgage, the 1974 Contract or in such other instrument or
indenture or in this Section 4.1 shall affect or diminish the obligations
of the Company under Section 5.1(a) of the Contract. Such security
interest shall remain in effect until the Company shall have satisfied its
obligations under Section 5.1(a) of the Contract at which time the Issuer
shall cause the execution and delivery to the Company of such documents as
shall be necessary to effect or evidence the termination of such security
interest.
89<PAGE>
Exhibit 4.14
Section 4.2. Addition to Exhibit A; 1974 Improvements Part of the
Project. Exhibit A of the Original Contract is hereby amended by adding
Exhibit A-1 attached hereto, and particularly for purposes of Article V of
the Contract, the word "Project" shall be deemed to include the 1974
Improvements as well as the Original Project.
ARTICLE V
SUPPLEMENTS AND AMENDMENTS TO THE ORIGINAL CONTRACT
Section 5.1. Right to Prepay Purchase Price of Project. Section 10.1
of the Original Contract is hereby amended by relettering the existing
subsection 10.1(b) as 10.1(c) and by adding a new subsection 10.1(b) as
follows:
(b) The Company shall have, and is hereby granted, the option to
prepay so much of the unpaid balance of the purchase price of the
Project, together with interest thereon, as may be required to redeem,
pursuant to Section 301(f) of the Indenture, all Series 1984A Bonds
then outstanding, if:
( i ) in the opinion of the Company, the continued
construction or operation by the Company of the 1974 Units is
impracticable, uneconomical or undesirable due to (A) the
imposition of taxes or other liabilities or burdens not being
imposed as of the date of the issuance of the Series 1984A Bonds,
(B) changes in technology or in the economic availability of raw
materials or operating supplies or equipment or (C) destruction
of or damage to all or a substantial portion of the 1974 Units;
or
(ii) all or substantially all of the 1974 Units shall have
been condemned or taken by eminent domain; or
(iii) the construction or operation by the Company of the
1974 Units shall have been enjoined; or
90<PAGE>
Exhibit 4.14
(iv) in the event the Series 2011 First Mortgage Bonds have been
issued, all or substantially all the mortgaged and pledged property
constituting bondable property which at the time shall be subject to the
lien of the First Mortgage as a first lien shall be released from the lien
of the First Mortgage pursuant to the provisions thereof, and available
moneys in the hands of the trustee or trustees at the time serving as such
under the First Mortgage, including any moneys deposited by the Company
available for the purpose, are sufficient to redeem all the first mortgage
bonds of all series at the redemption prices (together with accrued
interest to the date of redemption) specified therein applicable to the
redemption thereof upon the happening of such event.
For the purposes of this subsection (b) of Section 10.1, the
"opinion of the Company" shall be expressed to the Issuer and the
Trustee by delivery of a certified copy of a resolution of the Board
of Directors of the Company or the Executive Committee thereof stating
that it is the opinion of said Board of Directors or Executive
Committee that the circumstances, situations or conditions described
in subclause (A), (B) or (C) of clause (i) of said subsection (b)
exist to the extent required for the Company to exercise the option
provided.
Section 5.2. Special Mandatory Prepayment of Purchase Price. Section
10.3 of the Original Contract is hereby amended by adding at the end
thereof, a new subsection 10.3(c) as follows:
(c) Special Mandatory Prepayment of Purchase price (Series 1984A
Bonds). If, as a result of the failure of the Company to observe any
covenant, agreement or representation in the Contract, a court of
competent jurisdiction or an administrative agency finally determines
(such determination not to be considered final unless the Company has
been given written notice and, if it so desires, has been afforded an
opportunity, at the Company's expense, to contest, either directly or
in the name of any holder of a Series 1984A Bond, any such
determination or until conclusion of any appellate review if sought by
the Company) that the interest payable on any Series 1984A Bond is
includible for federal income tax purposes in the gross income, as
defined in Section 61 of the Code, of any holder of a Series 1984A
Bond (other than a "substantial user" of the Project or a "related
person" as defined in the Code), the Company shall, within 180 days of
the time of such final determination, prepay so much of the unpaid
balance of the purchase price of the Project as shall be sufficient to
provide for the redemption of all or any portion of the Series 1984A
Bonds in accordance with the provisions of Section 301(h) of the
Indenture on the date selected for redemption at a redemption price of
100% of the principal amount thereof, plus interest accrued to the
redemption date, but without premium. The Company will give notice to
the Issuer and the Trustee in writing of the date selected for
redemption not later than 90 days after the date of such final
determination, such redemption date to be not more than 90 days after
the date of such written notice.
91<PAGE>
Exhibit 4.14
Section 5.3. Purchase of Bonds. The second paragraph of Section 10.5
of the Original Contract is hereby amended by adding at the end thereof the
following sentence:
S e ries 1984A Bonds purchased by the Company from moneys
transferred to the Bond Fund from the Construction Fund pursuant to
Section 406 of the Indenture shall be delivered to the Trustee for
cancellation in accordance with the Indenture.
Section 5.4. Mandatory Purchase by the Company of the Series
1984A Bonds at the Election of the Registered Owners. Article X of the
Original Contract is hereby amended by adding at the end thereof a new
Section 10.9 as follows:
Section 10.9. Mandatory Purchase By the Company of the
Series 1984A Bonds.
(a) Except as provided in Section 10.10 hereof, the Company
hereby agrees to purchase on the first day of each Interest Rate
Period (except the first Interest Rate Period) all of the Series 1984A
Bonds or portions thereof properly tendered to the Tender Agent for
purchase in accordance with Section 307 of the Indenture, at a price
equal to 100% of the principal amount thereof; provided, however, that
if and to the extent the Remarketing Agent sells all or a portion of
the Series 1984A Bonds so tendered for purchase, the Company shall be
deemed to have satisfied its obligation to purchase the Series 1984A
Bonds so tendered for purchase and resold as described in this
subsection 10.9(a).
(b) To comply with the requirements of subsection (a) of this
Section 10.9, the Company shall deposit with the Tender Agent in
immediately available funds an amount that, together with the proceeds
received by the Remarketing Agent from the sale of all or a portion of
the Series 1984A Bonds tendered for purchase, will be sufficient to
cause the Tender Agent to purchase on behalf of the Company all of the
Series 1984A Bonds tendered for purchase.
(c) On or before the date on which the Series 1984A Bonds are to
be purchased pursuant to tenders made in accordance with Section 307
of the Indenture the Company shall obtain from the Remarketing Agent
and deliver to the Tender Agent a certificate setting forth the
numbers and principal amounts of all Series 1984A Bonds sold by the
Remarketing Agent and the price or prices at which such Series 1984A
Bonds were sold.
92<PAGE>
Exhibit 4.14
Section 5.5. Option to Terminate the Company's Obligation to Purchase
the Series 1984A Bonds; Automatic Termination of the Company's Obligation
to Purchase the Series 1984A Bonds. Article X of the Original Contract is
hereby amended by adding at the end thereof a new Section 10.10 as follows:
Section 10.10. Option to Terminate the Company's Obligation to
Purchase the Series 1984A Bonds; Automatic Termination of the
Company's Obligation to Purchase The Series 1984A Bonds.
(a) The Company may elect to terminate its obligation under
Section 10.9 hereof to purchase all of the Series 1984A Bonds tendered
for purchase by delivering to the Trustee, the Issuer, the Tender
Agent and the Remarketing Agent on or before December 26 if the Fixed
Rate Date is to be after January 1, 1985 and on or before the 26th day
of the second month preceding the Fixed Rate Date if the Fixed Rate
Date is to be on or before January 1, 1985, written notice of its
intention so to do, together with a written opinion of Bond Counsel to
the effect that the termination of such obligation will not cause the
interest on the Series 1984A Bonds or any thereof to become subject to
federal income tax. Upon receipt by the Trustee of notice from the
Company of its election to terminate its obligation to purchase such
Series 1984A Bonds, the Trustee will give notice on January 1 (or on
the first day of the month immediately preceding the Fixed Rate Date
if the Fixed Rate Date is to be on or before January 1, 1985) to the
registered owners of Series 1984A Bonds that beginning in the next
Interest Rate Period and for each Interest Rate Period thereafter,
such Series 1984A Bonds will bear interest at the rate determined in
a c c ordance with Section 201(c)(ii) of the First Supplemental
Indenture. After the Fixed Rate Date, the Series 1984A Bonds shall
bear interest at such rate and the Company shall no longer have any
obligation to purchase Series 1984A Bonds tendered for purchase.
(b) In the event that prior to the Fixed Rate Date, the Fixed
Rate Index on November 26 and December 26 in 1985 or any year
thereafter is 5% or lower, the obligation of the Company to purchase
all of the Series 1984A Bonds tendered for purchase on February 1 of
any year after the year in which the Fixed Rate Index reached 5% or
lower shall terminate.
93<PAGE>
Exhibit 4.14
IN WITNESS WHEREOF, the Issuer and the Company have caused this First
Supplemental Contract to be executed in their respective names by their
duly authorized officers and their respective seals to be hereunto affixed
and attested by their duly authorized officers for and on their behalves,
all as of the date first above written.
HILLSBOROUGH COUNTY INDUSTRIAL
DEVELOPMENT AUTHORITY
By______________________________
Vice Chairman
ATTEST:
___________________________
Secretary
Approved as to form and legal
sufficiency
________________________________
General Counsel to the
Hillsborough County Industrial
Development Authority
TAMPA ELECTRIC COMPANY
By______________________________
Treasurer
ATTEST:
__________________________
Secretary
94<PAGE>
Exhibit 4.14
STATE OF FLORIDA )
) ss.:
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledged before me this 2 day of
August, 1984, by E.G. SIMMONS, Vice Chairman of the Hillsborough County
Industrial Development Authority.
________________________________
Notary Public
My commission expires:
(Notarial Seal)
STATE OF FLORIDA )
) ss.:
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledged before me this 2 day of
August, 1984, by HILMAN F. BOWDEN, Secretary of the Hillsborough County
Industrial Development Authority.
________________________________
Notary Public
My commission expires:
(Notarial Seal)
95<PAGE>
Exhibit 4.14
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 2nd day of August, 1984, before me personally came A.D. OAK, to
me know, who, being by me duly sworn, did depose and say that he resides at
715 South Edison Avenue, Tampa, Florida; that he is the Treasurer of Tampa
Electric Company, the corporation described in and which executed the above
instrument; that he knows the seal thereof; that the seal affixed to said
instrument is the corporate seal of said corporation; that it was so
affixed by authority of said corporation; and that he signed his name
thereto by authority of said corporation.
___________________________
Notary Public
My commission expires:
(Notarial Seal)
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 2nd day of August, 1984, before me personally came J.E.
SPROULL, to me known, who, being by me duly sworn, did depose and say that
he resides at 2413 Bayshore Boulevard, Tampa, Florida; that he is the
Secretary of Tampa Electric Company, the corporation described in and which
executed the above instrument; that he knows the seal thereof; that the
seal affixed to said instrument is the corporate seal of said corporation;
that it was so affixed by authority of said corporation; and that he signed
his name thereto by authority of said corporation.
___________________________
Notary Public
My commission expires:
(Notarial Seal)
96<PAGE>
Exhibit 4.14
Exhibit A-1
The 1974 Improvements
Properties of the Company
in or on which Component is
Project Components Located
1. Upgrading Electrostatic Precipitator,
Unit No. 1....................................Big Bend Station
2. Upgrading Electrostatic Precipitator,
Units Nos. 5 and 6............................Gannon Station
3. Electrostatic Precipitator,
Unit Nos. 2 and 3.............................Big Bend Station
4. Ash Reinjection Equipment,
United No. 3..................................Big Bend Station
5. Ash Silos and Associated Ash Handling
Equipment, Units Nos. 1, 2 and 3..............Big Bend Station
6. Sanitary System (extended aeration
package treatment plant), Units
Nos. 1, 2 and 3...............................Big Bend Station
7. Circulating Cooling Water Dilution
Systems, Units Nos. 1 and 2...................Big Bend Station
8. Once-Through Cooling Water Dilution
System, Unit No. 3............................Big Bend Station
9. Waste Treatment and Collection
Equipment (excluding Waste
Neutralization System), Units
Nos. 1, 2 and 3...............................Big Bend Station
10. Waste Treatment and Collection
Equipment.....................................Gannon Station
11. Waste Treatment and Collection
Equipment.....................................Hooker's Point
Station
12. Waste Neutralization System (treatment
of excess acid and base), Unit No. 3..........Big Bend Station
97<PAGE>
Exhibit 10.3
TECO ENERGY GROUP
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
First Amendment
The TECO Energy Group Supplemental Executive Retirement Plan is hereby
amended as follows effective as of October 1, 1994:
1. Section 2.1 is amended in its entirety to read as follows:
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.
EXECUTED as of the date set forth above.
TECO ENERGY, INC.
By: /s/ T. T. Guzzle
98<PAGE>
Exhibit 10.10
TECO ENERGY GROUP
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
FOR TIMOTHY L. GUZZLE
First Amendment
The TECO Energy Group Supplemental Executive Retirement Plan for
Timothy L. Guzzle, is hereby amended as follows effective as of October 1,
1994:
1. Section 2.1 is amended in its entirety to read as follows:
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.
EXECUTED as of the date set forth above.
TECO ENERGY, INC.
By: /s/ G. F. Anderson
99<PAGE>
Exhibit 10.12
TECO ENERGY GROUP
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
FOR ROGER H. KESSEL
First Amendment
The TECO Energy Group Supplemental Executive Retirement Plan for Roger
H. Kessel, is hereby amended as follows effective as of October 1, 1994:
1. Section 2.1 is amended in its entirety to read as follows:
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.
EXECUTED as of the date set forth above.
TECO ENERGY, INC.
By: /s/ T. L. Guzzle
100<PAGE>
Exhibit 10.14
TECO ENERGY GROUP
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
FOR ALAN D. OAK
First Amendment
The TECO Energy Group Supplemental Executive Retirement Plan for Alan
D. Oak, is hereby amended as follows effective as of October 1, 1994:
1. Section 2.1 is amended in its entirety to read as follows:
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.
EXECUTED as of the date set forth above.
TECO ENERGY, INC.
By: /s/ T. L. Guzzle
101<PAGE>
Exhibit 10.15
TECO ENERGY GROUP
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
FOR KEITH S. SURGENOR
First Amendment
The TECO Energy Group Supplemental Executive Retirement Plan for Keith
S. Surgenor, is hereby amended as follows effective as of October 1, 1994:
1. Section 2.1 is amended in its entirety to read as follows:
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.
EXECUTED as of the date set forth above.
TECO ENERGY, INC.
By: /s/ T. L. Guzzle
102<PAGE>
Exhibit 10.17
TECO ENERGY GROUP
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
FOR GIRARD F. ANDERSON
First Amendment
The TECO Energy Group Supplemental Executive Retirement Plan for
Girard F. Anderson, is hereby amended as follows effective as of October 1,
1994:
1. Section 2.1 is amended in its entirety to read as follows:
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.
EXECUTED as of the date set forth above.
TECO ENERGY, INC.
By: /s/ T. L. Guzzle
103<PAGE>
Exhibit 10.20
TECO ENERGY GROUP
RETIREMENT SAVINGS EXCESS BENEFIT PLAN
ARTICLE I
GENERAL
1.1 Introduction. This Retirement Savings Excess Benefit Plan (the
"excess plan") is an amendment and restatement of the TECO Energy Group
Savings Excess Benefit Plan which was originally established in 1984 and
has been amended from time to time as set forth in Schedule A. The plan is
designed to provide eligible officers who are members and beneficiaries of
the TECO Energy Group Retirement Savings Plan (the "savings plan") a
benefit corresponding to the savings deposits, matching employer
contributions and cancelled vacation contributions that would have been
allocated to the member's accounts under the savings plan but for legal
limitations on the benefits that may be provided under the savings plan.
This excess plan also allows eligible officers to defer compensation under
a voluntary salary reduction agreement.
1.2 Definitions. Unless otherwise defined, all terms used in this
excess plan shall have the same meaning as those terms used in the savings
plan.
1.3 No Right to Corporate Assets. This excess plan is unfunded, and
the employers will not be required to set aside, segregate, or deposit any
funds or assets of any kind to meet their obligations hereunder. Nothing
in this excess plan will give a member, a member's beneficiary or any other
person any equity or other interest in the assets of the employers, or
create a trust or a fiduciary relationship of any kind between the
employers and any such person. Any rights that a member, beneficiary or
other person may have under this excess plan will be solely those of a
general unsecured creditor of the employers. Notwithstanding the
foregoing, TECO Energy may establish 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.
1.4 Nonalienation of Benefits. The rights and benefits of a member
of this excess plan are personal to the member. No interest, right or
claim under this excess plan and no distribution therefrom will be
assignable, transferable or subject to sale, mortgage, pledge,
hypothecation, anticipation, garnishment, attachment, execution or levy,
except by designation of beneficiary.
1.5 Binding Effect of Plan. This excess plan will be binding upon
and inure to the benefit of members and designated beneficiaries and their
heirs, executors and administrators, and to the benefit of the employers
and their assigns and successors in interest.
104 <PAGE>
Exhibit 10.20
1.6 Administration. This excess plan will be administered by the
Retirement Savings Plan Committee of the savings plan (the "committee") who
will have sole responsibility for its interpretation.
1.7 Interpretation. The portion of this excess plan that provides
benefits in excess of the restrictions on annual additions under Section
6.11 of the savings plan is intended to be an "excess benefit plan" as
defined in Section 3(36) of ERISA. The portion of the plan that provides
all other benefits is intended to be a deferred compensation plan for a
select group of management or highly compensated employees as provided in
Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. The plan will be
interpreted in a manner that comports with the foregoing intentions. To
the extent not governed by federal law, this excess plan will be construed,
enforced and administered according to the laws of the State of Florida.
ARTICLE II
EXCESS PLAN BENEFITS
2.1 Excess Savings Deposits. A member's enrollment in the savings
plan will constitute an agreement to reduce his salary and defer
compensation under this excess plan in the amount of savings deposits that
he is prevented from contributing to the savings plan because of (a) the
limitations of Article VI of the savings plan, (b) the limit on applicable
compensation under Section 2.1 of the savings plan or (c) a reduction in
the member's applicable compensation attributable to voluntary salary
reduction deferrals under this excess plan. The member's enrollment also
constitutes his agreement that his employer may retain any savings deposits
that would otherwise be returned to him pursuant to the provisions of the
savings plan.
2.2 Excess Matching Contributions.
(a) Quarterly Match. Each member will be entitled to the amount
of the fixed quarterly match that would have been made for such member
under Section 5.1(a) of the savings plan for the quarter on savings
deposits that are credited under this excess plan during such quarter.
(b) Annual Match. Each member who was employed on the last day
of the plan year or whose employment ended during the plan year
because of death, disability or retirement will be entitled to the
amount of the variable annual match that would have been made for such
member under Section 5.1(b) of the savings plan on savings deposits
that are credited under this excess plan during such year.
105 <PAGE>
Exhibit 10.20
2.3 Excess Cancelled Vacation Contributions. Each member will be
entitled to any cancelled vacation contributions that his employer is
prevented from contributing on behalf of the member because of the
restrictions on annual additions under Article VI of the savings plan or
the nondiscrimination requirements of Section 401(a)(4) of the Code.
ARTICLE III
SALARY REDUCTION DEFERRALS
3.1 Eligibility. The Chief Executive Officer of TECO Energy will
from time to time designate those officers of TECO Energy and its
subsidiaries who are eligible to make salary reduction deferrals under the
salary reduction feature of the plan.
3.2 Voluntary Deferrals. An eligible officer may elect to contribute
amounts under this plan on a voluntary salary reduction basis, not to
exceed 50% of the officer's base salary and 100% of the officer's incentive
award for the year.
3.3 Salary Reduction Elections. A voluntary salary reduction
election must be made in writing on or before the December 31 preceding the
year during which the compensation is to be earned, except that (a)
elections for 1994 must be made on or before October 31, 1994 and (b)
elections for the first year of eligibility of newly eligible officers must
be made within 30 days of the date of initial eligibility. All elections
must be in writing and are irrevocable after the effective date of the
election. An election is effective only with respect to compensation
earned after the election and is effective through December 31 of the year
to which it applies.
ARTICLE IV
ACCOUNTS AND CREDITS
4.1 Establishment of Accounts. For recordkeeping purposes only, the
committee will establish and maintain for each member such of the following
accounts as are appropriate:
(a) an excess savings contribution account;
(b) an excess matching contributions account;
(c) an excess cancelled vacation contributions account; and
(d) a salary reduction contributions account.
106 <PAGE>
Exhibit 10.20
Credits and charges to such accounts will be made as provided in the plan.
4.2 Credits to Excess Accounts. Excess savings deposits, excess
quarterly and annual matching contributions and excess cancelled vacation
contributions will be credited to the appropriate account as of the date
the amount would otherwise have been credited to the corresponding account
under the savings plan.
4.3 Credits to Salary Reduction Contributions Account. Salary
reduction contributions will be credited to a member's salary reduction
contributions account as of the date the amount would otherwise have been
paid to the member. The amount credited to a member's salary reduction
contributions account may be reduced to reflect the amount needed to
satisfy any tax withholding obligations attributable to the contribution.
4.4 Crediting Earnings. The committee will credit earnings to each
member's accounts in accordance with the method of determining earnings
established from time to time by the Compensation Committee of the Board of
Directors of TECO Energy. In the event of a change in control of TECO
Energy, the method of determining earnings with respect to amounts credited
to the plan for any year up to and including the year of the change in
control may not result in an earnings rate that is less favorable than the
rate that would apply under the method as in effect immediately before the
change in control. For purposes of this section, a "change in control of
TECO Energy" shall mean a change in control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") whether or not TECO Energy is in fact required
to comply therewith; provided, that, without limitation, such change in
control shall be deemed to have occurred if:
(e) any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act), other than TECO Energy, any Trustee or
other fiduciary holding securities under an employee benefit plan of
TECO Energy or a corporation owned, directly or indirectly, by the
stockholders of TECO Energy in substantially the same proportions as
their ownership of stock of TECO Energy, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of TECO Energy representing 30% or more of
the combined voting power of TECO Energy's then outstanding
securities;
(f) during any period of 24 consecutive months (not including
any period prior to the effective date of this agreement), individuals
who at the beginning of such period constitute the board of directors
of TECO Energy (the "board") and any new director (other than a
director designated by a person who has entered into an agreement with
TECO Energy to effect a transaction described in paragraphs (a), (c)
or (d) of this Section 4.4) whose election by the board or nomination
107 <PAGE>
Exhibit 10.20
for election by the stockholders of TECO Energy was approved by a vote
of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election
or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof;
(g) the stockholders of TECO Energy approve a merger or
consolidation of TECO Energy with any other corporation, other than
(i) a merger or consolidation which would result in the voting
securities of TECO Energy outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least 50%
of the combined voting securities of TECO Energy or such surviving
entity outstanding immediately after such merger or consolidation or
(ii) a merger or consolidation effected to implement a
recapitalization of TECO Energy (or similar transaction) in which no
"person" (as hereinabove defined) acquires 30% or more of the combined
voting power of TECO Energy's then outstanding securities; or
(h) the stockholders of TECO Energy approve a plan of complete
liquidation of TECO Energy or an agreement for the sale or disposition
by TECO Energy of all or substantially all of TECO Energy's assets.
ARTICLE V
DISTRIBUTIONS
5.1 Distributions. Distributions to a member upon retirement, death
or other termination of employment will be made at the same time and in the
same form as distributions to the member under Section 10.4 of the savings
plan. For forms of distribution other than a lump sum or installments for
a fixed period of years, the committee will distribute benefits at a time
and in a form that most closely approximates the form and time of
distributions to the member under the savings plan.
5.2 Designation of Beneficiary. A member may designate one or more
beneficiaries to receive any portion of the amount remaining in his
accounts as of the date of death and may revoke or change such a
designation at any time. If the member names two or more beneficiaries,
distribution to them will be in such proportions as the member designates
or, if the member does not so designate, in equal shares. Any designation
of beneficiary will be in writing on such form as the committee may
prescribe and will be effective upon filing with the committee. Any
portion of a distribution payable upon the death of a member which is not
disposed of by a designation of beneficiary, for any reason whatsoever,
will be paid to the member's spouse if living at his death, otherwise
equally to the member's natural and adopted children (and the issue of a
deceased child by right of representation), otherwise to the member's
estate.
108 <PAGE>
Exhibit 10.20
5.3 Hardship Distributions from Accounts. The committee may, in its
discretion, distribute a portion or all of the member's accounts in case of
the member's financial hardship. The committee will determine the date of
payment of the distribution.
5.4 No Withdrawals. Except as provided in Section 5.3, a member may
not withdraw amounts credited to his accounts.
ARTICLE VI
AMENDMENT AND TERMINATION
6.1 Amendment. TECO Energy may, without the consent of any member,
beneficiary or other person, amend this excess plan at any time and from
time to time; provided, however, that no amendment will reduce the amount
then credited to the excess account of any member.
6.2 Termination. TECO Energy may terminate this excess plan at any
time. Upon termination of the plan, payments from a member's excess
account will be made in the manner and at the time prescribed in Section
5.1, provided that TECO Energy may, in its discretion, distribute a
member's account in a lump sum as soon as practicable after the date the
excess plan is terminated.
EXECUTED as of the effective dates set forth in Schedule A.
TECO ENERGY, INC.
By: /s/ T. L. Guzzle
109 <PAGE>
Exhibit 10.20
Schedule A
Plan Amendments
1. The plan was established as an excess plan effective as of
January 1, 1984.
2. The plan was amended and restated effective as of January 1, 1990
(a) to expand eligibility for the plan to all employees of employers in the
TECO Energy Group, (b) to add provisions to provide for benefits lost under
the savings plan as a result of the compensation limit under the savings
plan, and (c) to conform the plan to changes in the savings plan, including
the addition of the ESOP feature to the savings plan.
3. The plan was amended and restated (a) to change the method of
determining the return to be earned on plan accounts effective as of
January 1, 1994 and (b) to add the voluntary salary reduction feature and
to make certain other compliance changes effective as of October 1, 1994.
110 <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.
Year ended Dec. 31, 1994 1993 1992 1991 1990
4.11x(1) 3.98x(2) 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, deferred interest costs and preferred stock dividend requirements.
__________________
(1) Includes the effect of restructuring charge of $21.3 million pretax as
discussed in Note F on page 31. 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.
(2)Includes the effect of the non-recurring $10 million pretax charge
associated with a coal pricing settlement as discussed in Note A on page
26. 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 period
ended Dec. 31, 1993.
111<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Tampa Electric Company on Form S-3 (File No. 33-61636) of our report
dated Jan. 16, 1995 on our audits of the financial statements of Tampa
Electric Company as of Dec. 31, 1994 and 1993 and for the years ended Dec.
31, 1994, 1993, and 1992, which report is included in this Annual Report on
Form 10-K.
COOPERS & LYBRAND L.L.P.
Certified Public Accountants
Tampa, Florida
March 29, 1995
112<PAGE>
Exhibit 24.1
TAMPA ELECTRIC COMPANY
POWER OF ATTORNEY
WHEREAS, the Board of Directors of Tampa Electric Company, a Florida
corporation, at a meeting held on January 17, 1995, authorized the officers
and directors of the Company to execute an Annual Report on Form 10-K and
authorized the officers of the Company to file said Annual Report with the
Securities and Exchange Commission under the Securities Act of 1934, as
amended.
NOW, THEREFORE, each of the undersigned in his capacity as a director
or officer or both, as the case may be, of said Company, does hereby
appoint R. H. Kessel, L. L. Lefler and D. R. Pokross, Jr., and each of
them, severally, his true and lawful attorneys or attorney to execute in
his name, place and stead, in his capacity as Director or officer or both,
as the case may be, of said Company, said Annual Report and any and all
a m endments thereto and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and Exchange
Commission. Each of said attorneys has the power to act hereunder with or
without the other of said attorneys and shall have full power of
substitution and resubstitution. Each of said attorneys shall have full
power and authority to do and perform in the name and on behalf of each of
the undersigned, in any and all capacities, every act whatsoever requisite
or necessary to be done in the premises, as fully and to all intents and
purposes as each of the undersigned might or could do in person, and each
of the undersigned hereby ratifies and approves the acts of said attorneys
and each of them.
IN TESTIMONY WHEREOF, the undersigned have executed this instrument on
the dates set forth below.
/s/ T. L. Guzzle January 17, 1995
T. L. Guzzle, Chairman of the Board
(Principal Executive Officer) and Director
/s/ L. L. Lefler January 17, 1995
L. L. Lefler, Vice President-Controller
(Principal Accounting Officer)
/s/ G. F. Anderson January 17, 1995
G. F. Anderson, Director
/s/ C. D. Ausley January 17, 1995
C. D. Ausley, Director
113<PAGE>
Exhibit 24.1
/s/ S. L. Baldwin January 17, 1995
S. L. Baldwin, Director
/s/ H. L. Culbreath January 17, 1995
H. L. Culbreath, Director
/s/ J. L. Ferman, Jr. January 17, 1995
J. L. Ferman, Jr., Director
/s/ E. L. Flom January 17, 1995
E. L. Flom, Director
/s/ H. R. Guild, Jr. January 17, 1995
H. R. Guild, Jr., Director
/s/ R. L. Ryan January 17, 1995
R. L. Ryan, Director
/s/ J. T. Touchton January 17, 1995
J. T. Touchton, Director
/s/ J. A. Urquhart January 17, 1995
J. A. Urquhart, Director
/s/ J. O. Welch, Jr. January 17, 1995
J. O. Welch, Jr., Director
114<PAGE>
TAMPA ELECTRIC COMPANY Exhibit 24.2
Transcript from Records of Board of Directors
January 17, 1995
**************************************************************************
R E S OLVED, that the preparation and filing with the
Securities and Exchange Commission of an Annual Report on Form
10-K pursuant to the Securities Exchange Act of 1934, as amended,
including any required exhibits thereto and containing the
information required by such form and any additional information
as the officers of the Company, with the advice of counsel, deem
necessary, advisable or appropriate are hereby authorized and
approved; that the Chairman of the Board, President, any Vice
President and the Treasurer of the Company be, and each of them
acting singly hereby is, authorized for and in the name and on
behalf of the Company to execute said Annual Report and cause it
to be filed with the Securities and Exchange Commission; and that
the execution thereof by the directors and certain officers of
the Company as required by the Securities Exchange Act of 1934,
as amended, be and is hereby authorized; provided, however, that
the officers referred to above and the directors of the Company
be, and each of them hereby is, authorized to execute said Annual
Report through or by L. L. Lefler, R. H. Kessel or D. R. Pokross,
Jr., or any of them, as duly authorized attorneys pursuant to a
Power of Attorney in such form as shall be approved by the
Company's general counsel.
**************************************************************************
I, R. H. KESSEL, hereby certify that I am Secretary of Tampa Electric
Company (the "Company"), a Florida corporation, and there is above set
forth a true, correct and complete copy of a certain resolution duly
adopted by the Board of Directors of said Company at a Regular Meeting of
said Board convened and held on January 17, 1995 at which meeting a quorum
for the transaction of business was present and acting throughout.
I further certify that said resolution has not been altered, amended
or rescinded and that the same is now in full force and effect.
WITNESS my hand and the seal of the Company this 22nd day of January,
1995.
/s/ R. H. Kessel
Secretary
TAMPA ELECTRIC COMPANY
(CORPORATE SEAL)
115<PAGE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND>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-1-1994
<PERIOD-END> DEC-31-1994
<PERIOD-TYPE> YEAR
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,985,162
<OTHER-PROPERTY-AND-INVEST> 194
<TOTAL-CURRENT-ASSETS> 247,550
<TOTAL-DEFERRED-CHARGES> 184,915
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 2,417,821
<COMMON> 118,358
<CAPITAL-SURPLUS-PAID-IN> 657,598
<RETAINED-EARNINGS> 173,299
<TOTAL-COMMON-STOCKHOLDERS-EQ> 949,255
0
54,956
<LONG-TERM-DEBT-NET> 607,270
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 91,800
<LONG-TERM-DEBT-CURRENT-PORT> 1,260
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 713,280
<TOT-CAPITALIZATION-AND-LIAB> 2,417,821
<GROSS-OPERATING-REVENUE> 1,094,865
<INCOME-TAX-EXPENSE> 57,468
<OTHER-OPERATING-EXPENSES> 890,335 <F1>
<TOTAL-OPERATING-EXPENSES> 947,803 <F1>
<OPERATING-INCOME-LOSS> 147,062 <F2>
<OTHER-INCOME-NET> 2,403
<INCOME-BEFORE-INTEREST-EXPEN> 149,465 <F2>
<TOTAL-INTEREST-EXPENSE> 39,413
<NET-INCOME> 110,052 <F2>
3,568
<EARNINGS-AVAILABLE-FOR-COMM> 106,484 <F2>
<COMMON-STOCK-DIVIDENDS> 115,799
<TOTAL-INTEREST-ON-BONDS> 36,957
<CASH-FLOW-OPERATIONS> 225,082
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1> Includes the effect of a one-time corporate restructuring charge of
$21 million, pretax.
<F2> Includes the effect of a one-time corporate restructuring charge of
$14 million, after tax.
</TABLE>
/TEXT
<PAGE>
</DOCUMENT>
