UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

x

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

For the quarterly period ended June 30, 2015March 31, 2016

OR

¨

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

For the transition period from                     to                     

 

 

Commission

File No

 

Exact name of each registrant as specified in its charter, state of

incorporation, address of principal executive offices, telephone number

 

I.R.S. Employer

Identification Number

1-8180

 

TECO ENERGY, INC.

 

59-2052286

 

 

(a Florida corporation)

TECO Plaza

702 N. Franklin Street

Tampa, Florida 33602

(813) 228-1111

 

 

 

 

 

1-5007

 

TAMPA ELECTRIC COMPANY

 

59-0475140

 

 

(a Florida corporation)

TECO Plaza

702 N. Franklin Street

Tampa, Florida 33602

(813) 228-1111

 

 

 

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.     YES  x    NO  ¨

Indicate by check mark whether the registrants have submitted electronically and posted on their corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrants were required to submit and post such files).     YES  x    NO  ¨

Indicate by check mark whether TECO Energy, Inc. is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

x

  

Accelerated filer

 

¨

 

 

 

 

Non-accelerated filer

 

¨

  

Smaller reporting company

 

¨

Indicate by check mark whether Tampa Electric Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

¨

  

Accelerated filer

 

¨

 

 

 

 

Non-accelerated filer

 

x

  

Smaller reporting company

 

¨

Indicate by check mark whether TECO Energy, Inc. is a shell company (as defined in Rule 12b-2 of the Exchange Act).     YES  ¨    NO  x

Indicate by check mark whether Tampa Electric Company is a shell company (as defined in Rule 12b-2 of the Exchange Act).     YES  ¨    NO  x

The number of shares of TECO Energy, Inc.’s common stock outstanding as of July 31, 2015April 29, 2016 was 235,215,710.235,550,000. As of July 31, 2015,April 29, 2016, there were 10 shares of Tampa Electric Company’s common stock issued and outstanding, all of which were held, beneficially and of record, by TECO Energy, Inc.

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

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

 

 

 

 

 

 


DEFINITIONS

Acronyms and defined terms used in this and other filings with the U.S. Securities and Exchange Commission include the following:

 

Term

  

Meaning

ABS

 

asset-backed security

ADR

American depository receipt

AFUDC

 

allowance for funds used during construction

AFUDC-debt

 

debt component of allowance for funds used during construction

AFUDC-equity

 

equity component of allowance for funds used during construction

AMT

 

alternative minimum tax

AOCI

 

accumulated other comprehensive income

APBO

 

accumulated postretirement benefit obligation

ARO

 

asset retirement obligation

BACT

 

Best Available Control Technology

BTU

British Thermal Unit

CAA

Federal Clean Air Act

CAIR

 

Clean Air Interstate Rule

Cambrian

Cambrian Coal Corporation

capacity clause

 

capacity cost-recovery clause, as established by the FPSC

CCRs

 

coal combustion residuals

CES

 

Continental Energy Systems

CGESJ

Central Generadora Eléctrica San José, Limitada, owner of the San José Power Station in Guatemala

CMO

 

collateralized mortgage obligation

CNG

 

compressed natural gas

company

 

TECO Energy, Inc.

CPI

 

consumer price index

CSAPR

 

Cross State Air Pollution Rule

CO2

 

carbon dioxide

CT

 

combustion turbine

DR-CAFTA

 

Dominican Republic Central America – United States Free Trade Agreement

ECRC

 

environmental cost recovery clause

EEGSA

Empresa Eléctrica de Guatemala, S.A.

EEI

 

Edison Electric Institute

EGWP

 

Employee Group Waiver Plan

Emera

Emera Inc., a geographically diverse energy and services company headquartered in Nova Scotia, Canada

EPA

 

U.S. Environmental Protection Agency

EPS

 

earnings per share

ERISA

 

Employee Retirement Income Security Act

EROA

 

expected return on plan assets

ERP

enterprise resource planning

FASB

 

Financial Accounting Standards Board

FDEP

 

Florida Department of Environmental Protection

FERC

 

Federal Energy Regulatory Commission

FGT

 

Florida Gas Transmission Company

FPSC

 

Florida Public Service Commission

fuel clause

fuel and purchased power cost-recovery clause, as established by the FPSC

GCBF

 

gas cost billing factor

GHG

 

greenhouse gas(es)

HAFTA

 

Highway and Transportation Funding Act

HCIDA

 

Hillsborough County Industrial Development Authority

IASB

International Accounting Standards Board

ICSID

 

International Centre for the Settlement of Investment Disputes

IGCC

 

integrated gasification combined-cycle

IOU

 

investor owned utility

IRS

 

Internal Revenue Service

ISDA

 

International Swaps and Derivatives Association

ITCs

 

investment tax credits

KW

 

kilowatt(s)

KWH

 

kilowatt-hour(s)

LIBOR

 

London Interbank Offered Rate

MAP-21

 

Moving Ahead for Progress in the 21st Century Act

MBS

 

mortgage-backed securities

2


Term

Meaning

MD&A

 

the section of this report entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations

MetMerger

 

metallurgicalMerger of Merger Sub with and into TECO Energy, with TECO Energy as the surviving corporation

Merger Agreement

Agreement and Plan of Merger dated Sept. 4, 2015, by and among TECO Energy, Emera and Merger Sub

Merger Sub

Emera US Inc., a Florida corporation

MMA

 

The Medicare Prescription Drug, Improvement and Modernization Act of 2003

2


Term

Meaning

MMBTU

 

one million British Thermal Units

MRV

 

market-related value

MSHA

Mine Safety and Health Administration

MW

 

megawatt(s)

MWH

 

megawatt-hour(s)

NAESB

 

North American Energy Standards Board

NAV

 

net asset value

NMGC

 

New Mexico Gas Company, Inc.

NMGI

 

New Mexico Gas Intermediate, Inc.

NMPRC

 

New Mexico Public Regulation Commission

NOL

 

net operating loss

Note

 

Note to consolidated financial statements

NOx

 

nitrogen oxide

NPNS

 

normal purchase normal sale

NYMEX

 

New York Mercantile Exchange

O&M expenses

 

operations and maintenance expenses

OCI

 

other comprehensive income

OPC

Office of Public Counsel

OPEB

 

other postretirement benefits

OTC

 

over-the-counter

Parent

TECO Energy (the holding company, excluding subsidiaries)

PBGC

 

Pension Benefit Guarantee Corporation

PBO

 

postretirement benefit obligation

PCI

 

pulverized coal injection

PCIDA

Polk County Industrial Development Authority

PGA

 

purchased gas adjustment

PGAC

 

purchased gas adjustment clause

PGS

 

Peoples Gas System, the gas division of Tampa Electric Company

PM

particulate matter

PPA

 

power purchase agreement

PPSA

 

Power Plant Siting Act

PRP

 

potentially responsible party

PUHCA 2005

Public Utility Holding Company Act of 2005

REIT

 

real estate investment trust

RFP

 

request for proposal

ROE

 

return on common equity

Regulatory ROE

 

return on common equity as determined for regulatory purposes

RPS

ROW

 

renewable portfolio standards

rights-of-way

S&P

 

Standard and Poor’s

SCR

 

selective catalytic reduction

SEC

 

U.S. Securities and Exchange Commission

SO2

 

sulfur dioxide

SERP

 

Supplemental Executive Retirement Plan

SPA

 

stockSecurities Purchase Agreement dated Sept. 21, 2015, by and between TECO Diversified and Cambrian relating to the purchase agreementof TECO Coal by Cambrian

STIF

 

short-term investment fund

Tampa Electric

 

Tampa Electric, the electric division of Tampa Electric Company

TCAE

 

Tampa Centro Americana de Electridad, Limitada, majority owner of the Alborada Power Station

TEC

 

Tampa Electric Company, the principal subsidiary of TECO Energy, Inc.

TECO Coal

 

TECO Coal LLC, and its subsidiaries, a coal producing subsidiary of TECO Diversified

TECO Diversified

 

TECO Diversified, Inc., a subsidiary of TECO Energy, Inc. and parent of TECO Coal Corporation

TECO Energy

 

TECO Energy, Inc.

TECO Finance

 

TECO Finance, Inc., a financing subsidiary for the unregulated businesses of TECO Energy, Inc.

TECO Guatemala

 

TECO Guatemala, Inc., a subsidiary of TECO Energy, Inc., parent company of formerly owned generating and transmission assets in Guatemala

TGH

 

TECO Guatemala Holdings, LLC

TRC

 

TEC Receivables Company

USACETSI

 

U.S. Army Corps of Engineers

3


Term

MeaningTECO Services, Inc.

U.S. GAAP

 

generally accepted accounting principles in the United States

VIE

 

variable interest entity

WRERA

 

The Worker, Retiree and Employer Recovery Act of 2008

 

 

 

43


PART I. FINANCIAL INFORMATION

 

Item 1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

 

54


TECO ENERGY, INC.

Consolidated Condensed Balance Sheets

Unaudited

 

Assets

June 30,

 

 

Dec. 31,

 

Mar. 31,

 

 

Dec. 31,

 

(millions)

2015

 

 

2014

 

2016

 

 

2015

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

56.0

 

 

$

25.4

 

$

46.1

 

 

$

23.8

 

Receivables, less allowance for uncollectibles of $2.2 and $2.1

at June 30, 2015 and Dec. 31, 2014, respectively

 

273.3

 

 

 

299.8

 

Receivables, less allowance for uncollectibles of $2.1 and $2.1

at Mar. 31, 2016 and Dec. 31, 2015, respectively

 

240.1

 

 

 

280.7

 

Inventories, at average cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuel

132.7

 

 

96.4

 

118.3

 

 

113.4

 

Materials and supplies

 

75.8

 

 

 

75.4

 

 

77.1

 

 

 

76.8

 

Derivative assets

 

0.6

 

 

 

0.0

 

Regulatory assets

 

39.4

 

 

 

53.6

 

 

40.2

 

 

 

44.8

 

Deferred income taxes

 

73.4

 

 

 

72.8

 

Prepayments and other current assets

 

31.5

 

 

 

22.6

 

 

25.4

 

 

 

30.8

 

Assets held for sale

 

96.5

 

 

 

109.6

 

Total current assets

 

779.2

 

 

 

755.6

 

 

547.2

 

 

 

570.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Utility plant in service

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electric

 

7,217.1

 

 

 

7,094.8

 

 

7,328.3

 

 

 

7,270.3

 

Gas

 

2,055.2

 

 

 

1,984.6

 

 

2,154.1

 

 

 

2,113.8

 

Construction work in progress

 

648.0

 

 

 

640.0

 

 

816.9

 

 

 

794.7

 

Other property

 

14.8

 

 

 

14.5

 

 

16.1

 

 

 

15.9

 

Property, plant and equipment, at original costs

 

9,935.1

 

 

 

9,733.9

 

 

10,315.4

 

 

 

10,194.7

 

Accumulated depreciation

 

(2,693.4

)

 

 

(2,645.7

)

 

(2,762.4

)

 

 

(2,712.9

)

Total property, plant and equipment, net

 

7,241.7

 

 

 

7,088.2

 

 

7,553.0

 

 

 

7,481.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory assets

 

343.3

 

 

 

348.5

 

 

393.4

 

 

 

395.2

 

Goodwill

 

408.4

 

 

 

408.3

 

 

408.4

 

 

 

408.4

 

Deferred charges and other assets

 

65.8

 

 

 

65.8

 

 

79.1

 

 

 

77.8

 

Assets held for sale

 

0.0

 

 

 

59.8

 

Total other assets

 

817.5

 

 

 

882.4

 

 

880.9

 

 

 

881.4

 

Total assets

$

8,838.4

 

 

$

8,726.2

 

$

8,981.1

 

 

$

8,933.5

 

 

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

 

65


 TECO ENERGY, INC.

Consolidated Condensed Balance Sheets - continued

Unaudited

 

Liabilities and Capital

June 30,

 

 

Dec. 31,

 

Mar. 31,

 

 

Dec. 31,

 

(millions)

2015

 

 

2014

 

2016

 

 

2015

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt due within one year

$

333.3

 

 

$

274.5

 

$

83.3

 

 

$

333.3

 

Notes payable

 

85.5

 

 

 

139.0

 

 

513.0

 

 

 

247.0

 

Accounts payable

 

258.2

 

 

 

288.6

 

 

189.5

 

 

 

255.4

 

Customer deposits

 

179.5

 

 

 

176.2

 

 

176.7

 

 

 

182.1

 

Regulatory liabilities

 

49.9

 

 

 

57.0

 

 

108.4

 

 

 

84.8

 

Derivative liabilities

 

24.4

 

 

 

36.6

 

 

22.3

 

 

 

24.1

 

Interest accrued

 

38.1

 

 

 

39.9

 

 

54.0

 

 

 

36.2

 

Taxes accrued

 

46.0

 

 

 

29.9

 

 

28.2

 

 

 

13.2

 

Other

 

16.7

 

 

 

16.8

 

 

25.2

 

 

 

22.6

 

Liabilities associated with assets held for sale

 

30.2

 

 

 

39.4

 

Total current liabilities

 

1,061.8

 

 

 

1,097.9

 

 

1,200.6

 

 

 

1,198.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred income taxes

 

573.1

 

 

 

519.2

 

 

607.0

 

 

 

570.7

 

Investment tax credits

 

8.8

 

 

 

9.0

 

 

10.4

 

 

 

10.5

 

Regulatory liabilities

 

713.2

 

 

 

729.0

 

 

709.4

 

 

 

715.8

 

Derivative liabilities

 

1.9

 

 

 

6.1

 

 

0.8

 

 

 

2.1

 

Deferred credits and other liabilities

 

341.5

 

 

 

370.9

 

 

380.9

 

 

 

387.5

 

Liabilities associated with assets held for sale

 

66.3

 

 

 

65.4

 

Long-term debt, less amount due within one year

 

3,518.5

 

 

 

3,354.0

 

 

3,489.7

 

 

 

3,489.2

 

Total other liabilities

 

5,223.3

 

 

 

5,053.6

 

 

5,198.2

 

 

 

5,175.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies (see Note 10)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common equity (400.0 million shares authorized; par value $1; 235.1 million

and 234.9 million shares outstanding at June 30, 2015 and Dec. 31, 2014,

respectively)

 

235.1

 

 

 

234.9

 

Common equity (400.0 million shares authorized; par value $1; 235.5 million

and 235.3 million shares outstanding at Mar. 31, 2016 and Dec. 31, 2015,

respectively)

 

235.5

 

 

 

235.3

 

Additional paid in capital

 

1,885.7

 

 

 

1,875.9

 

 

1,894.8

 

 

 

1,894.5

 

Retained earnings

 

443.5

 

 

 

479.6

 

 

463.5

 

 

 

441.4

 

Accumulated other comprehensive loss

 

(11.0

)

 

 

(15.7

)

 

(11.5

)

 

 

(12.2

)

Total capital

 

2,553.3

 

 

 

2,574.7

 

 

2,582.3

 

 

 

2,559.0

 

Total liabilities and capital

$

8,838.4

 

 

$

8,726.2

 

$

8,981.1

 

 

$

8,933.5

 

 

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

76


TECO ENERGY, INC.

Consolidated Condensed Statements of Income

Unaudited

 

 

 

Three months ended June 30,

 

 

 

Three months ended Mar. 31,

 

(millions, except per share amounts)

 

 

2015

 

 

2014

 

 

 

2016

 

 

2015

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulated electric and gas

 

 

$

678.2

 

 

$

603.6

 

Regulated electric

 

 

$

423.4

 

 

$

449.7

 

Regulated gas

 

 

 

232.9

 

 

 

240.2

 

Unregulated

 

 

 

2.4

 

 

 

2.1

 

 

 

 

3.2

 

 

 

3.1

 

Total revenues

 

 

 

680.6

 

 

 

605.7

 

 

 

 

659.5

 

 

 

693.0

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulated operations and maintenance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuel

 

 

 

171.8

 

 

 

169.7

 

 

 

 

115.2

 

 

 

144.1

 

Purchased power

 

 

 

19.6

 

 

 

19.9

 

 

 

 

14.4

 

 

 

17.1

 

Cost of natural gas sold

 

 

 

49.1

 

 

 

29.1

 

 

 

 

96.8

 

 

 

103.0

 

Other

 

 

 

155.4

 

 

 

126.8

 

 

 

 

142.3

 

 

 

143.7

 

Operations and maintenance other expense

 

 

 

1.1

 

 

 

4.6

 

Operation and maintenance other expense

 

 

 

0.0

 

 

 

1.6

 

Depreciation and amortization

 

 

 

87.0

 

 

 

75.5

 

 

 

 

89.8

 

 

 

85.5

 

Taxes, other than income

 

 

 

53.3

 

 

 

48.1

 

 

 

 

52.9

 

 

 

51.8

 

Total expenses

 

 

 

537.3

 

 

 

473.7

 

 

 

 

511.4

 

 

 

546.8

 

Income from operations

 

 

 

143.3

 

 

 

132.0

 

 

 

 

148.1

 

 

 

146.2

 

Other income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for other funds used during construction

 

 

 

3.7

 

 

 

2.0

 

 

 

 

5.7

 

 

 

3.8

 

Other income, net

 

 

 

1.4

 

 

 

(0.5

)

 

 

 

1.5

 

 

 

1.6

 

Total other income

 

 

 

5.1

 

 

 

1.5

 

 

 

 

7.2

 

 

 

5.4

 

Interest charges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

48.2

 

 

 

41.4

 

 

 

 

48.9

 

 

 

49.8

 

Allowance for borrowed funds used during construction

 

 

 

(1.8

)

 

 

(0.7

)

 

 

 

(3.0

)

 

 

(1.9

)

Total interest charges

 

 

 

46.4

 

 

 

40.7

 

 

 

 

45.9

 

 

 

47.9

 

Income from continuing operations before provision for

income taxes

 

 

 

102.0

 

 

 

92.8

 

 

 

 

109.4

 

 

 

103.7

 

Provision for income taxes

 

 

 

40.5

 

 

 

35.2

 

 

 

 

35.7

 

 

 

39.9

 

Net income from continuing operations

 

 

 

61.5

 

 

 

57.6

 

 

 

 

73.7

 

 

 

63.8

 

Discontinued operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations

 

 

 

(78.1

)

 

 

0.0

 

 

 

 

0.2

 

 

 

(9.6

)

Benefit from income taxes

 

 

 

(28.4

)

 

 

(0.8

)

Income (loss) on discontinued operations, net

 

 

 

(49.7

)

 

 

0.8

 

Provision (benefit) from income taxes

 

 

 

0.1

 

 

 

(3.8

)

Income (loss) from discontinued operations, net

 

 

 

0.1

 

 

 

(5.8

)

Net income

 

 

$

11.8

 

 

$

58.4

 

 

 

$

73.8

 

 

$

58.0

 

Average common shares outstanding

– Basic

 

 

233.0

 

 

 

215.4

 

– Basic

 

 

234.0

 

 

 

232.8

 

– Diluted

 

 

233.6

 

 

 

215.9

 

– Diluted

 

 

235.2

 

 

 

233.5

 

Earnings per share from continuing operations

– Basic

 

$

0.26

 

 

$

0.27

 

– Basic

 

$

0.31

 

 

$

0.27

 

– Diluted

 

$

0.26

 

 

$

0.27

 

– Diluted

 

$

0.31

 

 

$

0.27

 

Earnings per share from discontinued operations

– Basic

 

$

(0.21

)

 

$

0.00

 

– Basic

 

$

0.00

 

 

$

(0.02

)

– Diluted

 

$

(0.21

)

 

$

0.00

 

– Diluted

 

$

0.00

 

 

$

(0.02

)

Earnings per share

– Basic

 

$

0.05

 

 

$

0.27

 

– Basic

 

$

0.31

 

 

$

0.25

 

– Diluted

 

$

0.05

 

 

$

0.27

 

– Diluted

 

$

0.31

 

 

$

0.25

 

Dividends paid per common share outstanding

 

 

$

0.225

 

 

$

0.220

 

 

 

$

0.230

 

 

$

0.225

 

 

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


8


TECO ENERGY, INC.

Consolidated Condensed Statements of Income

Unaudited

 

 

 

Six months ended June 30,

 

(millions, except per share amounts)

 

 

2015

 

 

2014

 

Revenues

 

 

 

 

 

 

 

 

 

Regulated electric and gas

 

 

$

1,368.1

 

 

$

1,179.3

 

Unregulated

 

 

 

5.5

 

 

 

4.4

 

Total revenues

 

 

 

1,373.6

 

 

 

1,183.7

 

Expenses

 

 

 

 

 

 

 

 

 

Regulated operations and maintenance

 

 

 

 

 

 

 

 

 

Fuel

 

 

 

315.9

 

 

 

319.3

 

Purchased power

 

 

 

36.7

 

 

 

38.1

 

Cost of natural gas sold

 

 

 

152.1

 

 

 

76.2

 

Other

 

 

 

299.1

 

 

 

247.4

 

Operation and maintenance other expense

 

 

 

2.7

 

 

 

7.8

 

Depreciation and amortization

 

 

 

172.5

 

 

 

151.4

 

Taxes, other than income

 

 

 

105.1

 

 

 

95.9

 

Total expenses

 

 

 

1,084.1

 

 

 

936.1

 

Income from operations

 

 

 

289.5

 

 

 

247.6

 

Other income

 

 

 

 

 

 

 

 

 

Allowance for other funds used during construction

 

 

 

7.5

 

 

 

4.4

 

Other income, net

 

 

 

3.0

 

 

 

(1.4

)

Total other income

 

 

 

10.5

 

 

 

3.0

 

Interest charges

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

98.0

 

 

 

82.4

 

Allowance for borrowed funds used during construction

 

 

 

(3.7

)

 

 

(2.1

)

Total interest charges

 

 

 

94.3

 

 

 

80.3

 

Income from continuing operations before provision for

   income taxes

 

 

 

205.7

 

 

 

170.3

 

Provision for income taxes

 

 

 

80.4

 

 

 

64.3

 

Net income from continuing operations

 

 

 

125.3

 

 

 

106.0

 

Discontinued operations

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations

 

 

 

(87.7

)

 

 

1.2

 

Benefit from income taxes

 

 

 

(32.2

)

 

 

(1.3

)

Income (loss) from discontinued operations, net

 

 

 

(55.5

)

 

 

2.5

 

Net income

 

 

$

69.8

 

 

$

108.5

 

Average common shares outstanding

– Basic

 

 

232.9

 

 

 

215.3

 

 

– Diluted

 

 

233.5

 

 

 

215.8

 

Earnings per share from continuing operations

– Basic

 

$

0.53

 

 

$

0.49

 

 

– Diluted

 

$

0.53

 

 

$

0.49

 

Earnings per share from discontinued operations

– Basic

 

$

(0.23

)

 

$

0.01

 

 

– Diluted

 

$

(0.23

)

 

$

0.01

 

Earnings per share

– Basic

 

$

0.30

 

 

$

0.50

 

 

– Diluted

 

$

0.30

 

 

$

0.50

 

Dividends paid per common share outstanding

 

 

$

0.45

 

 

$

0.44

 


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


9


TECO ENERGY, INC.

Consolidated Condensed Statements of Comprehensive Income

Unaudited

 

 

 

 

 

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

(millions)

2015

 

 

2014

 

 

2015

 

 

2014

 

Net income

$

11.8

 

 

$

58.4

 

 

$

69.8

 

 

$

108.5

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on cash flow hedges

 

2.8

 

 

 

0.1

 

 

 

3.1

 

 

 

0.3

 

Amortization of unrecognized benefit costs

 

1.0

 

 

 

0.5

 

 

 

1.6

 

 

 

1.0

 

Increase in unrecognized postemployment costs

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

(8.2

)

Other comprehensive income (loss), net of tax

 

3.8

 

 

 

0.6

 

 

 

4.7

 

 

 

(6.9

)

Comprehensive income

$

15.6

 

 

$

59.0

 

 

$

74.5

 

 

$

101.6

 

 

 

Three months ended Mar. 31,

 

(millions)

2016

 

 

2015

 

Net income

$

73.8

 

 

$

58.0

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

Gain on cash flow hedges

 

0.2

 

 

 

0.3

 

Amortization of unrecognized benefit costs

 

0.5

 

 

 

0.6

 

Other comprehensive income, net of tax

 

0.7

 

 

 

0.9

 

Comprehensive income

$

74.5

 

 

$

58.9

 

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

 

 

 

108


TECO ENERGY, INC.

Consolidated Condensed Statements of Cash Flows

Unaudited

 

Six months ended June 30,

 

Three months ended Mar. 31,

 

(millions)

2015

 

 

2014

 

2016

 

 

2015

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$

69.8

 

 

$

108.5

 

$

73.8

 

 

$

58.0

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

173.3

 

 

 

169.1

 

 

89.8

 

 

 

85.9

 

Deferred income taxes and investment tax credits

 

46.9

 

 

 

61.8

 

 

36.1

 

 

 

36.0

 

Allowance for other funds used during construction

 

(7.5

)

 

 

(4.4

)

 

(5.7

)

 

 

(3.8

)

Non-cash stock compensation

 

6.9

 

 

 

7.1

 

 

3.0

 

 

 

3.9

 

Gain on sales of business/assets

 

0.0

 

 

 

(0.1

)

Deferred recovery clauses

 

(4.1

)

 

 

(14.4

)

 

26.4

 

 

 

(5.7

)

Asset impairment, pretax

 

78.6

 

 

 

0.0

 

Receivables, less allowance for uncollectibles

 

39.8

 

 

 

(36.6

)

 

40.6

 

 

 

51.0

 

Inventories

 

(37.2

)

 

 

(16.2

)

 

(5.2

)

 

 

(15.7

)

Prepayments and other current assets

 

(12.2

)

 

 

(2.1

)

 

2.8

 

 

 

(10.9

)

Taxes accrued

 

19.0

 

 

 

34.3

 

 

18.1

 

 

 

1.7

 

Interest accrued

 

(1.8

)

 

 

2.5

 

 

17.8

 

 

 

17.8

 

Accounts payable

 

(58.3

)

 

 

(36.0

)

 

(59.1

)

 

 

(63.5

)

Other

 

(16.4

)

 

 

(12.5

)

 

(6.8

)

 

 

(7.7

)

Cash flows from operating activities

 

296.8

 

 

 

261.0

 

 

231.6

 

 

 

147.0

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

(343.2

)

 

 

(320.3

)

 

(168.0

)

 

 

(156.2

)

Allowance for other funds used during construction

 

7.5

 

 

 

4.4

 

Other investing activities

 

(0.1

)

 

 

0.3

 

 

(0.2

)

 

 

(0.2

)

Cash flows used in investing activities

 

(335.8

)

 

 

(315.6

)

 

(168.2

)

 

 

(156.4

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends

 

(105.9

)

 

 

(95.9

)

Dividends and dividend equivalents

 

(54.3

)

 

 

(53.0

)

Proceeds from the sale of common stock

 

3.5

 

 

 

3.0

 

 

3.9

 

 

 

2.8

 

Proceeds from long-term debt issuance

 

500.0

 

 

 

296.6

 

Repayment of long-term debt

 

(274.5

)

 

 

(83.3

)

Net decrease in short-term debt

 

(53.5

)

 

 

(84.0

)

Cash flows from financing activities

 

69.6

 

 

 

36.4

 

Net increase (decrease) in cash and cash equivalents

 

30.6

 

 

 

(18.2

)

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

 

(250.0

)

 

 

0.0

 

Net increase (decrease) in short-term debt (maturities of 90 days or less)

 

(134.0

)

 

 

67.0

 

Proceeds from other short-term debt (maturities over 90 days)

 

400.0

 

 

 

0.0

 

Other financing activities

 

(6.7

)

 

 

0.0

 

Cash flows from (used in) financing activities

 

(41.1

)

 

 

16.8

 

Net increase in cash and cash equivalents

 

22.3

 

 

 

7.4

 

Cash and cash equivalents at beginning of the period

 

25.4

 

 

 

185.2

 

 

23.8

 

 

 

25.4

 

Cash and cash equivalents at end of the period

$

56.0

 

 

$

167.0

 

$

46.1

 

 

$

32.8

 

Supplemental disclosure of non-cash activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in accrued capital expenditures

$

1.6

 

 

$

8.6

 

$

(6.0

)

 

$

11.5

 

 

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

 

 

 


11



TECO ENERGY, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

UNAUDITED

 

1. Summary of Significant Accounting Policies

See TECO Energy, Inc.’s 20142015 Annual Report on Form 10-K for a complete discussion of the company’s accounting policies. The significant accounting policies for all utility and diversified operations include:

Principles of Consolidation and Basis of Presentation

Intercompany balances and intercompany transactions have been eliminated in consolidation. In the opinion of management, the unaudited consolidated condensed financial statements include all adjustments that are of a recurring nature and necessary to state fairly the financial position of TECO Energy, Inc. and its subsidiaries as of June 30, 2015Mar. 31, 2016 and Dec. 31, 2014,2015, and the results of operations and cash flows for the periods ended June 30, 2015Mar. 31, 2016 and 2014.2015. The results of operations for the three and six months ended June 30, 2015Mar. 31, 2016 are not necessarily indicative of the results that can be expected for the entire fiscal year ending Dec. 31, 2015.

The consolidated financial statements include NMGI and NMGC from the acquisition date of Sept. 2, 2014 through June 30, 2015. In addition, all periods have been adjusted to reflect the reclassification of results from operations to discontinued operations for TECO Coal and certain charges at Parent that directly related to TECO Coal and TECO Guatemala (see Note 15).2016.

The use of estimates is inherent in the preparation of financial statements in accordance with U.S. GAAP. Actual results could differ from these estimates. The year-end consolidated condensed balance sheet data was derived from audited financial statements; however, this quarterly report on Form 10-Q does not include all year-end disclosures required for an annual report on Form 10-K by U.S. GAAP.

On Sept. 4, 2015, TECO Energy and Emera entered into the Merger Agreement. Upon closing, TECO Energy will become a wholly owned indirect subsidiary of Emera. See Note 16 for further information.

Revenues

As of June 30, 2015Mar. 31, 2016 and Dec. 31, 2014,2015, unbilled revenues of $66.7$67.3 million and $86.6$81.1 million, respectively, are included in the “Receivables” line item on the Consolidated Condensed Balance Sheets.

Accounting for Franchise Fees and Gross Receipt Taxes and Excise Taxes

Tampa Electric and PGS are allowed to recover certain costs from customers on a dollar-per-dollar basis through prices approved by the FPSC. The amounts included in customers’ bills for franchise fees and gross receipt taxes are included as revenues on the Consolidated Condensed Statements of Income. Franchise fees and gross receipt taxes payable by Tampa Electric and PGS are included as an expense on the Consolidated Condensed Statements of Income in “Taxes, other than income”. These amounts totaled $29.3$27.9 million and $56.6$27.4 million respectively, for the three and six months ended June 30,Mar. 31, 2016 and 2015, compared to $27.8 million and $55.0 million, respectively, for the three and six months ended June 30, 2014.respectively.

NMGC is an agent in the collection and payment of franchise fees and gross receipt taxes and is not required by a tariff to present the amounts on a gross basis. Therefore, NMGC’s franchise fees and gross receipt taxes are presented net with no line-item impact on the Consolidated Condensed Statements of Income.

TECO Coal incurs most

2. New Accounting Pronouncements

Change in Accounting Policy

Presentation of TECO Energy’s total excise taxes, which are accruedDebt Issuance Costs

In April 2015, the FASB issued guidance regarding the presentation of debt issuance costs on the balance sheet. Under the new guidance, an entity is required to present debt issuance costs as a direct deduction from the carrying amount of the related debt liability rather than as a deferred charge (i.e., as an expenseasset) under current guidance. In August 2015, the FASB amended the guidance to include an SEC staff announcement that it will not object to a company presenting debt issuance costs related to line-of-credit arrangements as an asset, regardless of whether a balance is outstanding. This guidance became effective for the company beginning in 2016 and reconciledis required to be applied on a retrospective basis for all periods presented. As of Mar. 31, 2016 and Dec. 31, 2015, the actualcompany classified $26.4 million and $27.7 million, respectively, of debt issuance costs, which do not include costs for line-of-credit arrangements, as a deduction in the “Long-term debt, less amount due within one year” line item on the company’s Consolidated Condensed Balance Sheet (previously classified in the “Deferred charges and other assets” line item). The guidance did not affect the company’s results of operations or cash payment of excise taxes. As general expenses, they are not specifically recovered through revenues. Excise taxes paid by the regulated utilities are not material and are expensed when incurred.flows.

 

2. NewStock Compensation

In March 2016, the FASB issued guidance regarding employee share-based payment accounting. The guidance simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, accounting for forfeitures, classification of awards as either equity or liability, and presentation on the statement of cash flows. This guidance will be required for the company beginning in 2017. As early adoption is permitted, the company adopted the standard as of Jan. 1, 2016. Each aspect has an accounting impact and was implemented as follows:

10


·

Income tax consequences – Under the new guidance, the company will no longer recognize excess tax benefits and certain tax deficiencies in additional paid in capital. Instead, the company will recognize all excess tax benefits and tax deficiencies as income tax expense or benefit on the income statement. In addition, the guidance eliminates the requirement that excess tax benefits be realized before the company can recognize them. Accordingly, the company recorded a $2.6 million cumulative adjustment to retained earnings as of Jan. 1, 2016 for excess tax benefits related to prior periods. In accordance with the new guidance, the company will no longer include excess tax benefits and tax deficiencies in the dilutive EPS calculation on a prospective basis.

·

Accounting for forfeitures – The company’s policy is to estimate the number of awards expected to be forfeited, which is consistent with prior periods.

·

Classification of awards - The company had no share-based payments classified as liability awards as of Mar. 31, 2016 or Dec. 31, 2015.  

·

Presentation on the statement of cash flows – Excess tax benefits are required to be presented as an operating activity on the statement of cash flows rather than as a financing activity. The change may be applied retrospectively or prospectively. The company elected to apply it prospectively, and prior periods were not retrospectively adjusted. Additionally, employee taxes paid by an employer to a tax authority when shares are withheld for tax-withholding purposes are required to be presented as a financing activity on a retrospective basis for all periods presented. Previously, the company presented it as an operating activity. There was an immaterial amount of activity that did not result in an adjustment to the statement of cash flows for the three months ended Mar. 31, 2015.

Future Accounting Pronouncements

Revenue from Contracts with Customers

In May 2014, the FASB issued guidance regarding the accounting for revenue from contracts with customers. The standard is principle-based and provides a five-step model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In addition, the guidance will require additional disclosures regarding the nature, amount, timing and uncertainty of revenue arising from contracts with customers.  This guidance will be effective for the company beginning in 2018, with early adoption permitted in 2017, and will allow for either full retrospective adoption or modified retrospective adoption. The company expects to adopt this guidance effective Jan. 1, 2018, and is currently evaluatingcontinuing to evaluate the available adoption methods and the impact of the adoption of this guidance on its financial statements, but does not expect the impact to be significant.

Presentation

Recognition and Measurement of Debt Issuance CostsFinancial Assets and Financial Liabilities

In April 2015,January 2016, the FASB issued guidance related to accounting for financial instruments, including equity investments, financial liabilities under the fair value option, valuation allowances for available-for-sale debt securities, and the presentation and disclosure requirements for financial instruments. The company does not have equity investments or available-for-sale debt securities and it does not record financial liabilities under the fair value option. However, it is evaluating the impact of the adoption of this guidance on its financial statement disclosures, including those regarding the fair value of its long-term debt, but it does not expect the impact to be significant. The guidance will be effective for the company beginning in 2018.

Leases

In February 2016, the FASB issued guidance regarding the presentationaccounting for leases. The objective is to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet for leases with a lease term of debt issuance costsmore than 12 months. Under the existing guidance, operating leases are not recorded as lease assets and lease liabilities on the balance sheet. Under the newRecognition of expenses for both operating and finance leases will be similar to existing guidance an entity is required to present debt issuance costsand as a direct deduction fromresult is expected to limit the carrying amountimpact of the related debt liability rather than as a deferred charge (i.e., as an asset) under current guidance.changes on the income statement and statement of cash flows. In addition, the guidance will require additional disclosures regarding key information about leasing arrangements. This guidance will be effective for the company beginning in 20162019, with early adoption permitted, and will be required to be applied using a modified retrospective approach. The company is currently evaluating the impacts of the adoption of the guidance on a retrospective basis for all periods presented. As of June 30, 2015, $30.5 million of debtits financial statements.

12


issuance costs are included in the “Deferred charges and other assets” line item on the company’s Consolidated Condensed Balance Sheet.

Disclosure of Investments Using Net Asset ValueDerivative Contract Novations

In May 2015,March 2016, the FASB issued guidance statingclarifying that investments for which fair value is measured using the NAV per share practical expedient should not be categorizeda change in the fair value hierarchy but should becounterparty to a derivative contract, in and of itself, does not require the dedesignation of a hedging relationship provided to reconcile to total investments on the balance sheet. In addition, the guidance clarifies that a plan sponsor’s pension assets are eligibleall other hedge accounting criteria continue to be measured at NAV as a practical expedient and that those investments should also not be categorized in the fair value hierarchy. TECO Energy’s pension plan has such investments as disclosed in Note 5 of its 2014 Annual Report on Form 10-K. This standard will bemet. The guidance is effective for the company beginning in 20162017, with early adoption permitted, and will be required tomay be applied on a prospective or modified retrospective basis for all periods presented.basis. The guidance will not affect the company’s current financial statements. However, the company is considering adoptingwill assess the standard for its 2015 fiscal year, as early adoption is permitted.impact of this guidance on future derivative contract novations, if any.

 

11


3. Regulatory

Tampa Electric’s retail business and PGS are regulated by the FPSC. Tampa Electric is also subject to regulation by the FERC. The operations of PGS are regulated by the FPSC separately from the operations of Tampa Electric. The FPSC has jurisdiction over rates, service, issuance of securities, safety, accounting and depreciation practices and other matters. In general, the FPSC sets rates at a level that allows utilities such as Tampa Electric and PGS to collect total revenues (revenue requirement) equal to their cost of providing service, plus a reasonable return on invested capital.

NMGC is subject to regulation by the NMPRC. The NMPRC has jurisdiction over the regulatory matters related, directly and indirectly, to NMGC providing service to its customers, including, among other things, rates, accounting procedures, securities issuances, and standards of service. NMGC must follow certain accounting guidance that pertains specifically to entities that are subject to such regulation. Comparable to the FPSC, the NMPRC sets rates at a level that allows utilities such as NMGC to collect total revenues (revenue requirement) equal to their cost of providing service, plus a reasonable return on invested capital.

 

Regulatory Assets and Liabilities

Tampa Electric, PGS and NMGC apply the accounting standards for regulated operations. Areas of applicability include: deferral of revenues under approved regulatory agreements; revenue recognition resulting from cost-recovery clauses that provide for monthly billing charges to reflect increases or decreases in fuel, purchased power, conservation and environmental costs; the deferral of costs as regulatory assets to the period in which the regulatory agency recognizes them when cost recovery is ordered over a period longer than a fiscal year; and the advance recovery of expenditures for approved costs such as future storm damage or the future removal of property. All regulatory assets are recovered through the regulatory process.

13


Details of the regulatory assets and liabilities as of June 30, 2015Mar. 31, 2016 and Dec. 31, 20142015 are presented in the following table:

 

Regulatory Assets and Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(millions)

June 30, 2015

 

 

Dec. 31, 2014

 

Mar. 31, 2016

 

 

Dec. 31, 2015

 

Regulatory assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory tax asset (1)

$

71.7

 

 

$

69.2

 

$

77.1

 

 

$

74.7

 

Other:

 

 

 

 

 

 

 

Cost-recovery clauses

 

27.0

 

 

 

45.1

 

Postretirement benefit asset (2)

 

188.8

 

 

 

194.0

 

Deferred bond refinancing costs (3)

 

6.8

 

 

 

7.2

 

Debt basis adjustment (3)

 

19.2

 

 

 

20.9

 

Environmental remediation

 

52.5

 

 

 

53.1

 

Cost-recovery clauses - deferred balances (2)

 

0.1

 

 

 

5.5

 

Cost-recovery clauses - offsets to derivative liabilities (2)

 

26.0

 

 

 

26.5

 

Environmental remediation (3)

 

54.4

 

 

 

54.0

 

Postretirement benefits (4)

 

238.5

 

 

 

240.6

 

Deferred bond refinancing costs (5)

 

6.2

 

 

 

6.5

 

Debt basis adjustment (6)

 

16.7

 

 

 

17.5

 

Competitive rate adjustment(2)

 

2.5

 

 

 

2.8

 

 

2.5

 

 

 

2.6

 

Other

 

14.2

 

 

 

9.8

 

 

12.1

 

 

 

12.1

 

Total other regulatory assets

 

311.0

 

 

 

332.9

 

Total regulatory assets

 

382.7

 

 

 

402.1

 

 

433.6

 

 

 

440.0

 

Less: Current portion

 

39.4

 

 

 

53.6

 

 

40.2

 

 

 

44.8

 

Long-term regulatory assets

$

343.3

 

 

$

348.5

 

$

393.4

 

 

$

395.2

 

Regulatory liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory tax liability (1)

$

6.3

 

 

$

6.9

 

Other:

 

 

 

 

 

 

 

Cost-recovery clauses

 

20.6

 

 

 

25.9

 

Regulatory tax liability

$

7.6

 

 

$

7.9

 

Cost-recovery clauses (2)

 

80.0

 

 

 

55.9

 

Transmission and delivery storm reserve

 

56.1

 

 

 

56.1

 

 

56.1

 

 

 

56.1

 

Deferred gain on property sales (4)

 

0.2

 

 

 

0.8

 

Accumulated reserve - cost of removal

 

679.1

 

 

 

695.2

 

Accumulated reserve - cost of removal (7)

 

673.6

 

 

 

679.9

 

Other

 

0.8

 

 

 

1.1

 

 

0.5

 

 

 

0.8

 

Total other regulatory liabilities

 

756.8

 

 

 

779.1

 

Total regulatory liabilities

 

763.1

 

 

 

786.0

 

 

817.8

 

 

 

800.6

 

Less: Current portion

 

49.9

 

 

 

57.0

 

 

108.4

 

 

 

84.8

 

Long-term regulatory liabilities

$

713.2

 

 

$

729.0

 

$

709.4

 

 

$

715.8

 

(1)

PrimarilyThe regulatory tax asset is primarily associated with the depreciation and recovery of AFUDC-equity. This asset does not earn a return but rather is included in capital structure, which is used in the calculation of the weighted cost of capital used to determine revenue requirements. It will be recovered over the expected life of the related to plant life and derivative positions.assets.

(2)

Amortized over remaining service life of plan participants.

(3)

Amortized over the term of theThese assets and liabilities are related debt instruments.

(4)

Amortized over a 5-year period with various ending dates.

All regulatory assetsto FPSC and NMPRC clauses and riders. They are recovered through the regulatory process. The following table further details the regulatory assets and the related recovery periods:

Regulatory Assets

 

 

 

 

 

 

 

 

June 30,

 

 

Dec. 31,

 

(millions)

2015

 

 

2014

 

Clause recoverable (1)

$

29.5

 

 

$

47.9

 

Components of rate base (2)

 

193.8

 

 

 

199.0

 

Regulatory tax assets (3)

 

71.7

 

 

 

69.2

 

Capital structure and other (3)

 

87.7

 

 

 

86.0

 

Total

$

382.7

 

 

$

402.1

 

(1)

To be recovered or refunded through cost-recovery mechanisms approved by the FPSC or NMPRC, as applicable, on a dollar-for-dollar basis in the next year. In the case of the regulatory asset related to derivative liabilities, recovery occurs in the year following the settlement of the derivative position.

(2)(3)

Primarily reflects allowed working capital, whichThis asset is related to costs associated with environmental remediation primarily at manufactured gas plant sites. The balance is included in rate base, partially offsetting the related liability, and earns a rate of return as permitted by the FPSC. The timing of recovery is impacted by the timing of the expenditures related to remediation.

12


(4)

This asset is related to the deferred costs of postretirement benefits. It is included in rate base and earns a rate of return as permitted by the FPSC or NMPRC, as applicable. It is amortized over the remaining service life of plan participants.

(3)(5)

“Regulatory tax assets” and “CapitalThis asset represents the past costs associated with refinancing debt. It does not earn a return but rather is included in capital structure, and other” regulatory assets, including environmental remediation, have a recoverable period longer than a fiscal year and are recognized overwhich is used in the period authorized bycalculation of the regulatory agency. Also included are unamortized loan costs, which areweighted cost of capital used to determine revenue requirements. It will be amortized over the lifeterm of the related debt instruments. See footnotes 1

(6)

This asset represents the difference between the fair value and 2pre-merger carrying amounts for NMGC’s long-term debt on the acquisition date. It does not earn a return and is not included in the prior tableregulatory capital structure. It is amortized over the term of the related debt instrument.

(7)

This item represents the non-ARO cost of removal in the accumulated reserve for additional information.depreciation.

 

14


4. Income Taxes

The effective tax rate increaseddecreased to 39.09%32.63% for the sixthree months ended June 30, 2015Mar. 31, 2016 from 37.76%38.48% for the same period in 20142015 primarily due to the tax expensebenefit related to long-term incentive compensation shares that vested below target levels.share vestings (see Note 2 for further description).

The company’s U.S. subsidiaries join in the filing of a U.S. federal consolidated income tax return. The IRS concluded its examination of the company’s 20132014 consolidated federal income tax return in JanuaryDecember 2015. The U.S. federal statute of limitations remains open for the year 20112012 and forward. Years 20142015 and 20152016 are currently under examination by the IRS under its Compliance Assurance Program. TECO Energy does not expect the results of current IRS examinations to significantly change the total amount of unrecognized tax benefits by the end of 2015. U.S. state jurisdictions have statutes of limitations generally ranging from three to four years from the filing of an income tax return. Additionally, any state net operating losses that were generated in prior years and are still being utilized are subject to examination by state jurisdictions. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. Years still open to examination by taxing authorities in major state jurisdictions and foreign jurisdictions include 2005 and forward. TECO Energy does not expect the settlement of audit examinations to significantly change the total amount of unrecognized tax benefits by the end of 2016.

 

 

5. Employee Postretirement Benefits

Included in the table below is the periodic expense for pension and other postretirement benefits offered by the company. Amounts disclosed for pension benefits include the amounts related to the qualified pension plan and the non-qualified, non-contributory SERP.

 

Pension Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(millions)

Pension Benefits

 

 

Other Postretirement Benefits

 

Pension Benefits

 

 

Other Postretirement Benefits

 

Three months ended June 30,

2015

 

 

2014

 

 

2015

 

 

2014

 

Three months ended Mar. 31,

2016

 

 

2015

 

 

2016

 

 

2015

 

Components of net periodic benefit expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

$

6.4

 

 

$

4.2

 

 

$

0.5

 

 

$

0.6

 

$

4.4

 

 

$

4.5

 

 

$

0.5

 

 

$

0.6

 

Interest cost

 

8.7

 

 

 

8.2

 

 

 

2.1

 

 

 

2.6

 

 

8.1

 

 

 

7.4

 

 

 

2.2

 

 

 

2.0

 

Expected return on assets

 

(12.5

)

 

 

(10.4

)

 

 

(0.2

)

 

 

0.0

 

 

(11.3

)

 

 

(10.8

)

 

 

(0.3

)

 

 

(0.3

)

Amortization of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prior service (benefit) cost

 

0.0

 

 

 

(0.1

)

 

 

(0.6

)

 

 

(0.1

)

 

0.0

 

 

 

(0.1

)

 

 

(0.6

)

 

 

(0.6

)

Actuarial loss

 

4.8

 

 

 

3.5

 

 

 

0.0

 

 

 

0.1

 

 

3.4

 

 

 

3.4

 

 

 

0.0

 

 

 

0.0

 

Regulatory asset

 

0.0

 

 

 

0.0

 

 

 

0.2

 

 

 

0.0

 

 

0.0

 

 

 

0.0

 

 

 

0.2

 

 

 

0.3

 

Net pension expense recognized in the

TECO Energy Consolidated Condensed Statements of Income

$

7.4

 

 

$

5.4

 

 

$

2.0

 

 

$

3.2

 

$

4.6

 

 

$

4.4

 

 

$

2.0

 

 

$

2.0

 

Six months ended June 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Components of net periodic benefit expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

$

10.9

 

 

$

8.3

 

 

$

1.1

 

 

$

1.2

 

Interest cost

 

16.1

 

 

 

16.4

 

 

 

4.1

 

 

 

5.2

 

Expected return on assets

 

(23.3

)

 

 

(20.7

)

 

 

(0.5

)

 

 

0.0

 

Amortization of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prior service (benefit) cost

 

(0.1

)

 

 

(0.2

)

 

 

(1.2

)

 

 

(0.1

)

Actuarial loss

 

8.2

 

 

 

6.7

 

 

 

0.0

 

 

 

0.1

 

Regulatory asset

 

0.0

 

 

 

0.0

 

 

 

0.5

 

 

 

0.0

 

Net pension expense recognized in the

TECO Energy Consolidated Condensed Statements of Income

$

11.8

 

 

$

10.5

 

 

$

4.0

 

 

$

6.4

 

For the fiscal 20152016 plan year, TECO Energy is using an assumed long-term EROA of 7.00% and a discount rate of 4.256%4.685% for pension benefits under its qualified pension plan. For the Jan. 1, 20152016 measurement of TECO Energy’s other postretirement benefits, TECO Energy assumed a discount rate of 4.206%.4.667% for the Florida-based plan and 4.687% for the NMGC plan. Additionally, TECO Energy made contributions of $24.5$4.7 million and $26.5$14.9 million to its pension plan for the sixthree months ended June 30,Mar. 31, 2016 and 2015, and 2014, respectively.

For the three and six months ended June 30,Mar. 31, 2016 and 2015, TECO Energy and its subsidiaries reclassified $1.4$0.8 million and $2.2 million, respectively, of pretax unamortized prior service benefit and actuarial losses from AOCI to net income as part of periodic benefit expense, compared with $0.7 million and $1.3 million for the three and six months ended June 30, 2014, respectively.expense. In addition, during the three and six months ended June 30,Mar. 31, 2016 and 2015, the regulated companies reclassified $3.0$2.2 million and $5.2 million, respectively, of unamortized prior service benefit and actuarial losses from regulatory assets to net income as part of periodic benefit expense, compared with $2.7 million and $5.2 million during the three and six months ended June 30, 2014, respectively.expense.

15


Black Lung Liability

TECO Coal is required by federal and state statutes to provide benefits to terminated, retired or (under state statutes) qualifying active employees for benefits related to black lung disease. TECO Coal is self-insured for black lung related claims. TECO Coal applies the accounting guidance of ASC 715, Compensation – Retirement Benefits, and annual expense is recorded for black lung obligations as determined by an independent actuary at the present value of the actuarially-computed liability for such benefits over the employee’s applicable term of service. At June 30, 2015 and Dec. 31, 2014, TECO Coal had an actuarially-determined black lung liability of $25.0 million and $24.7 million, respectively. Expense related to the black lung liability recognized during the three and six months ended June 30, 2015 and 2014 was not material.

As discussed in Note 15, TECO Coal was classified as an asset held for sale at June 30, 2015. In accordance with ASC 715, an after-tax settlement charge of approximately $7.7 million related to the unfunded black lung obligations recorded in AOCI will be recognized as a loss from discontinued operations upon completion of the sale of TECO Coal, which is expected to occur in 2015.


6. Short-Term Debt

At June 30, 2015Mar. 31, 2016 and Dec. 31, 2014,2015, the following credit facilities and related borrowings existed:

Credit Facilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2015

 

 

Dec. 31, 2014

 

Mar. 31, 2016

 

 

Dec. 31, 2015

 

 

 

 

 

 

 

 

 

Letters

 

 

 

 

 

 

 

 

 

 

Letters

 

 

 

 

 

 

 

 

 

Letters

 

 

 

 

 

 

 

 

 

 

Letters

 

Credit

 

 

Borrowings

 

 

of Credit

 

 

Credit

 

 

Borrowings

 

 

of Credit

 

Credit

 

 

Borrowings

 

 

of Credit

 

 

Credit

 

 

Borrowings

 

 

of Credit

 

(millions)

Facilities

 

 

Outstanding (1)

 

 

Outstanding

 

 

Facilities

 

 

Outstanding (1)

 

 

Outstanding

 

Facilities

 

 

Outstanding (1)

 

 

Outstanding

 

 

Facilities

 

 

Outstanding (1)

 

 

Outstanding

 

Tampa Electric Company:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5-year facility (2)

$

325.0

 

 

$

0.0

 

 

$

0.6

 

 

$

325.0

 

 

$

12.0

 

 

$

0.6

 

$

325.0

 

 

$

0.0

 

 

$

0.5

 

 

$

325.0

 

 

$

0.0

 

 

$

0.5

 

3-year accounts

receivable facility (3)

 

150.0

 

 

 

0.0

 

 

 

0.0

 

 

 

150.0

 

 

 

46.0

 

 

 

0.0

 

 

150.0

 

 

 

0.0

 

 

 

0.0

 

 

 

150.0

 

 

 

61.0

 

 

 

0.0

 

TECO Energy/TECO Finance:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5-year facility (2)(4)

 

300.0

 

 

 

75.0

 

 

 

0.0

 

 

 

300.0

 

 

 

50.0

 

 

 

0.0

 

 

300.0

 

 

 

113.0

 

 

 

0.0

 

 

 

300.0

 

 

 

163.0

 

 

 

0.0

 

1-year term facility (4)(5)

 

400.0

 

 

 

400.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

New Mexico Gas Company:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5-year facility (2)

 

125.0

 

 

 

10.5

 

 

 

1.7

 

 

 

125.0

 

 

 

31.0

 

 

 

1.7

 

 

125.0

 

 

 

0.0

 

 

 

1.7

 

 

 

125.0

 

 

 

23.0

 

 

 

1.7

 

Total

$

900.0

 

 

$

85.5

 

 

$

2.3

 

 

$

900.0

 

 

$

139.0

 

 

$

2.3

 

$

1,300.0

 

 

$

513.0

 

 

$

2.2

 

 

$

900.0

 

 

$

247.0

 

 

$

2.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Borrowings outstanding are reported as notes payable.

(1) Borrowings outstanding are reported as notes payable.

 

(1) Borrowings outstanding are reported as notes payable.

 

(2) This 5-year facility matures Dec. 17, 2018.

(2) This 5-year facility matures Dec. 17, 2018.

 

(2) This 5-year facility matures Dec. 17, 2018.

 

(3) Prior to Mar. 24, 2015, this was a 1-year facility. This 3-year facility matures Mar. 23, 2018.

(3) Prior to Mar. 24, 2015, this was a 1-year facility. This 3-year facility matures Mar. 23, 2018.

 

(3) Prior to Mar. 24, 2015, this was a 1-year facility. This 3-year facility matures Mar. 23, 2018.

 

(4) TECO Finance is the borrower and TECO Energy is the guarantor of this facility.

(4) TECO Finance is the borrower and TECO Energy is the guarantor of this facility.

 

(4) TECO Finance is the borrower and TECO Energy is the guarantor of this facility.

 

(5) This 1-year facility matures Mar. 14, 2017.

(5) This 1-year facility matures Mar. 14, 2017.

 

 

At June 30, 2015,Mar. 31, 2016, these credit facilities required commitment fees ranging from 12.5 to 30.0 basis points. The weighted-average interest rate on outstanding amounts payable under the credit facilities at June 30, 2015Mar. 31, 2016 and Dec. 31, 20142015 was 1.23%1.44% and 1.16%1.29%, respectively.  

Tampa Electric Company Accounts ReceivableTECO Energy/TECO Finance Credit Facility

On Mar. 24, 2015, TEC14, 2016, TECO Finance entered into a one-year, $400 million credit agreement. The credit agreement (i) has a maturity date of Mar. 14, 2017; (ii) contains customary representations and TRC amendedwarranties, events of default, and restated their $150 million accounts receivable collateralized borrowing facility in order to (i) appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (BTMU), as Program Agent, replacing the previous Program Agent, Citibank, N.A., (ii) add new lenders,financial and other covenants; and (iii) extend provides for interest to accrue at variable rates based on the scheduled termination date from Apr. 14, 2015London interbank deposit rate plus a margin, or, as an alternative to Mar. 23, 2018, by entering into (a)such interest rate, at an Amended and Restated Purchase and Contribution Agreement dated as of Mar. 24, 2015 between TEC and TRC and (b) a Loan and Servicing Agreement dated as of Mar. 24, 2015, among TEC as Servicer, TRC as Borrower, certain lenders named therein and BTMU, as Program Agent (the Loan Agreement). Under the terms of the Loan Agreement, TEC has pledged as collateral a pool of receivablesinterest rate equal to a margin plus the borrowings outstanding inhigher of JPMorgan Chase Bank’s prime rate, the case of default. TEC continues to service, administer and collectfederal funds rate plus 50 basis points, or the pledged receivables, which are classified as receivables on the balance sheet. As of June 30, 2015, TEC was in compliance with the requirements of the agreement.one-month London interbank deposit rate plus 1.00%.  

 

7. Long-Term Debt

Fair Value of Long-Term Debt

At June 30,Mar. 31, 2016, total long-term debt had a carrying amount of $3,573.0 million and an estimated fair market value of $3,879.1 million. At Dec. 31, 2015, total long-term debt had a carrying amount of $3,851.8$3,822.5 million and an estimated fair market value of $4,136.2 million. At Dec. 31, 2014, total long-term debt had a carrying amount of $3,628.5 million and an estimated fair market value of $3,987.8$4,061.6 million. The company uses the market approach in determining fair value. The majority of the outstanding debt is valued

16


using real-time financial market data obtained from Bloomberg Professional Service. The remaining securities are valued using prices obtained from the Municipal Securities Rulemaking Board and by applying estimated credit spreads obtained from a third party to the par value of the security. All debt securities are Level 2 instruments.  instruments (see Note 13 for information regarding the fair value hierarchy).

IssuancePurchase in Lieu of TEC 4.20% Notes due 2045Redemption of Revenue Refunding Bonds

On May 20, 2015, TEC completed an offering of $250Mar. 19, 2008, the HCIDA remarketed $86.0 million aggregate principal amount of 4.20% Notes due May 15, 2045HCIDA Pollution Control Revenue Refunding Bonds, Series 2006 (Non-AMT) (the Notes).  The Notes were sold at 99.814% of par. The offering resultedSeries 2006 HCIDA Bonds) in net proceedsa term rate mode pursuant to TEC (after deducting underwriting discounts, commissions, estimated offering expenses and before settlement of interest rate swaps) of approximately $246.8 million. Net proceeds were used to repay short-term debt and for general corporate purposes. Until Nov. 15, 2044, TEC may redeem all or any partthe terms of the Notes at its option at any timeLoan and from time to timeTrust Agreement governing those bonds.  The Series 2006 HCIDA Bonds bore interest at a term rate of 5.00% per annum from Mar. 19, 2008 to Mar. 15, 2012.  On Mar. 15, 2012, TEC purchased in lieu of redemption price equalthe Series 2006 HCIDA Bonds. The Series 2006 HCIDA Bonds bore interest at a term rate of 1.875% per annum from Mar. 15, 2012 to Mar. 15, 2016.  On Mar. 15, 2016, pursuant to the greater of (i) 100%terms of the principal amountLoan and Trust Agreement governing the Series 2006 HCIDA Bonds, a mandatory tender occurred and a term rate of Notes2.00% per annum will apply from Mar. 15, 2016 to be redeemed or (ii)Mar. 15, 2020. The 2016 mandatory tender did not impact the sumConsolidated Condensed Balance Sheet. TEC is responsible for payment of the present value ofinterest and principal associated with the remaining payments ofSeries 2006 HCIDA Bonds. Regularly scheduled principal and interest on the Notes to be redeemed, discounted at an applicable treasury rate (as defined in the indenture), plus 20 basis points; in either case, the redemption price would include accrued and unpaid interest to the redemption date.  At any time on or after Nov. 15, 2044, TEC may, at its option, redeem the Notes, in whole or in part, at 100%when due, are insured by Ambac Assurance Corporation.


As of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to but excluding the date of redemption.

Issuance of TECO Finance Floating Rate Notes due 2018

On Apr. 10, 2015, TECO Finance completed an offering of $250 million aggregate principal amount of floating rate notes due 2018 (the 2018 Notes), which are guaranteed by TECO Energy. The 2018 Notes were sold at par and mature on Apr. 10, 2018. The 2018 Notes will bear interest at a floating rate that is reset quarterly based on the three-month LIBOR plus 60 basis points, which is payable quarterly on Jan. 10, Apr. 10, July 10 and Oct. 10 of each year, beginning July 10, 2015. Interest on the 2018 Notes will be computed on the basis of the actual number of days elapsed over a 360-day year. The 2018 Notes will not be subject to redemption prior to maturity. The 2018 Notes are effectively subordinated to existing and future liabilities of TECO Energy’s subsidiaries to their respective creditors, and also are effectively subordinated to any secured debt that TECO Finance and TECO Energy incur to the extent of the value of the assets securing that indebtedness. TECO Finance is a wholly owned subsidiary of TECO Energy whose business activities consist solely of providing funds to TECO Energy.

The offering resulted in net proceeds to TECO Finance (after deducting underwriting discounts and commissions and estimated offering expenses) of approximately $248.6 million. TECO Finance used these net proceeds to repay borrowings under the TECO Finance credit facility and to fund a portion of the payment at maturity of $191Mar. 31, 2016, $232.6 million of TECO Finance notes duebonds purchased in May 2015.  lieu of redemption, including the Series 2006 HCIDA Bonds described above, were held by the trustee at the direction of TEC to provide an opportunity to evaluate refinancing alternatives.

17


 

 

8. Other Comprehensive Income

TECO Energy reported the following OCI for the three and six months ended June 30,Mar. 31, 2016 and 2015 and 2014, related to changes in the fair value of cash flow hedges and amortization of unrecognized benefit costs associated with the company’s postretirement plans:

 

Other Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

Three months ended Mar. 31,

 

(millions)

 

Gross

 

 

Tax

 

 

Net

 

 

Gross

 

 

Tax

 

 

Net

 

 

Gross

 

 

Tax

 

 

Net

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on cash flow hedges

 

$

0.0

 

 

$

0.0

 

 

$

0.0

 

Reclassification from AOCI to net income (1)

 

 

0.3

 

 

 

(0.1

)

 

 

0.2

 

Gain on cash flow hedges

 

 

0.3

 

 

 

(0.1

)

 

 

0.2

 

Amortization of unrecognized benefit costs (2)

 

 

0.8

 

 

 

(0.3

)

 

 

0.5

 

Total other comprehensive income

 

$

1.1

 

 

$

(0.4

)

 

$

0.7

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on cash flow hedges

 

$

4.0

 

 

$

(1.4

)

 

$

2.6

 

 

$

4.3

 

 

$

(1.5

)

 

$

2.8

 

 

$

0.3

 

 

$

(0.2

)

 

$

0.1

 

Reclassification from AOCI to net income (1)

 

 

0.3

 

 

 

(0.1

)

 

 

0.2

 

 

 

0.7

 

 

 

(0.4

)

 

 

0.3

 

 

 

0.4

 

 

 

(0.2

)

 

 

0.2

 

Gain on cash flow hedges

 

 

4.3

 

 

 

(1.5

)

 

 

2.8

 

 

 

5.0

 

 

 

(1.9

)

 

 

3.1

 

 

 

0.7

 

 

 

(0.4

)

 

 

0.3

 

Amortization of unrecognized benefit costs (2)

 

 

1.6

 

 

 

(0.6

)

 

 

1.0

 

 

 

2.5

 

 

 

(0.9

)

 

 

1.6

 

 

 

0.9

 

 

 

(0.3

)

 

 

0.6

 

Total other comprehensive income (loss)

 

$

5.9

 

 

$

(2.1

)

 

$

3.8

 

 

$

7.5

 

 

$

(2.8

)

 

$

4.7

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on cash flow hedges

 

$

0.1

 

 

$

0.0

 

 

$

0.1

 

 

$

0.0

 

 

$

0.0

 

 

$

0.0

 

Reclassification from AOCI to net income (1)

 

 

0.1

 

 

 

(0.1

)

 

 

0.0

 

 

 

0.5

 

 

 

(0.2

)

 

 

0.3

 

Gain on cash flow hedges

 

 

0.2

 

 

 

(0.1

)

 

 

0.1

 

 

 

0.5

 

 

 

(0.2

)

 

 

0.3

 

Amortization of unrecognized benefit costs (2)

 

 

0.8

 

 

 

(0.3

)

 

 

0.5

 

 

 

1.6

 

 

 

(0.6

)

 

 

1.0

 

Decrease (increase) in unrecognized postemployment costs (3)

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

(12.9

)

 

 

4.7

 

 

 

(8.2

)

Total other comprehensive income (loss)

 

$

1.0

 

 

$

(0.4

)

 

$

0.6

 

 

$

(10.8

)

 

$

3.9

 

 

$

(6.9

)

Total other comprehensive income

 

$

1.6

 

 

$

(0.7

)

 

$

0.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Related to interest rate contracts recognized in Interest expense and commodity contracts recognized in Income (loss) from discontinued operations.

 

(1) Related to interest rate contracts recognized in Interest expense.

(1) Related to interest rate contracts recognized in Interest expense.

 

(2) Related to postretirement and postemployment benefits. See Note 5 for additional information.

(2) Related to postretirement and postemployment benefits. See Note 5 for additional information.

 

(2) Related to postretirement and postemployment benefits. See Note 5 for additional information.

 

(3) Amounts reflect an out-of-period adjustment related to TECO Coal's unfunded black lung liability.

 

 

Accumulated Other Comprehensive Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(millions)

 

June 30, 2015

 

 

Dec. 31, 2014

 

 

 

 

Mar. 31, 2016

 

 

Dec. 31, 2015

 

Unamortized pension loss and prior service credit (1)

 

$

(21.0

)

 

$

(22.5

)

 

 

 

$

(33.6

)

 

$

(34.2

)

Unamortized other benefit gains, prior service costs and

transition obligations (2)

 

 

14.0

 

 

 

13.9

 

 

 

 

 

25.5

 

 

 

25.6

 

Net unrealized gains (losses) from cash flow hedges (3)

 

 

(4.0

)

 

 

(7.1

)

 

 

Net unrealized losses from cash flow hedges (3)

 

 

(3.4

)

 

 

(3.6

)

Total accumulated other comprehensive loss

 

$

(11.0

)

 

$

(15.7

)

 

 

 

$

(11.5

)

 

$

(12.2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Net of tax benefit of $12.9 million and $13.8 million as of June 30, 2015 and Dec. 31, 2014, respectively.

(2) Net of tax expense of $8.3 million and $8.3 million as of June 30, 2015 and Dec. 31, 2014, respectively. Balance includes a $7.7 million loss as of June 30, 2015 related to TECO Coal's unfunded black lung liability that will be reclassified from AOCI to net income from discontinued operations upon the settlement of the black lung obligation at the sale date. See Note 15.

(3) Net of tax benefit of $2.5 million and $4.5 million as of June 30, 2015 and Dec. 31, 2014, respectively.

(1) Net of tax benefit of $21.1 million and $21.5 million as of Mar. 31, 2016 and Dec. 31, 2015, respectively.

(1) Net of tax benefit of $21.1 million and $21.5 million as of Mar. 31, 2016 and Dec. 31, 2015, respectively.

 

(2) Net of tax expense of $16.0 million and $16.1 million as of Mar. 31, 2016 and Dec. 31, 2015, respectively.

(2) Net of tax expense of $16.0 million and $16.1 million as of Mar. 31, 2016 and Dec. 31, 2015, respectively.

 

(3) Net of tax benefit of $2.1 million and $2.3 million as of Mar. 31, 2016 and Dec. 31, 2015, respectively.

(3) Net of tax benefit of $2.1 million and $2.3 million as of Mar. 31, 2016 and Dec. 31, 2015, respectively.

 

18



9. Earnings Per Share

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

For the three months ended Mar. 31,

 

(millions, except per share amounts)

2015

 

 

2014 (1)

 

 

2015

 

 

2014 (1)

 

2016

 

 

2015

 

Basic earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income from continuing operations

$

61.5

 

 

$

57.6

 

 

$

125.3

 

 

$

106.0

 

$

73.7

 

 

$

63.8

 

Amount allocated to nonvested participating shareholders

 

(0.2

)

 

 

(0.2

)

 

 

(0.4

)

 

 

(0.4

)

 

(0.1

)

 

 

(0.2

)

Income before discontinued operations available to

common shareholders - Basic

$

61.3

 

 

$

57.4

 

 

$

124.9

 

 

$

105.6

 

$

73.6

 

 

$

63.6

 

Income (loss) from discontinued operations, net

$

(49.7

)

 

$

0.8

 

 

$

(55.5

)

 

$

2.5

 

$

0.1

 

 

$

(5.8

)

Amount allocated to nonvested participating shareholders

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

0.0

 

 

 

0.0

 

Income (loss) from discontinued operations available to

common shareholders - Basic

$

(49.7

)

 

$

0.8

 

 

$

(55.5

)

 

$

2.5

 

$

0.1

 

 

$

(5.8

)

Net income

$

11.8

 

 

$

58.4

 

 

$

69.8

 

 

$

108.5

 

$

73.8

 

 

$

58.0

 

Amount allocated to nonvested participating shareholders

 

(0.2

)

 

 

(0.2

)

 

 

(0.4

)

 

 

(0.4

)

 

(0.1

)

 

 

(0.2

)

Net income available to common shareholders - Basic

$

11.6

 

 

$

58.2

 

 

$

69.4

 

 

$

108.1

 

$

73.7

 

 

$

57.8

 

Average common shares outstanding - Basic

 

233.0

 

 

 

215.4

 

 

 

232.9

 

 

 

215.3

 

 

234.0

 

 

 

232.8

 

Earnings per share from continuing operations available to

common shareholders - Basic

$

0.26

 

 

$

0.27

 

 

$

0.53

 

 

$

0.49

 

$

0.31

 

 

$

0.27

 

Earnings per share from discontinued operations available to

common shareholders - Basic

$

(0.21

)

 

$

0.0

 

 

$

(0.23

)

 

$

0.01

 

 

0.0

 

 

$

(0.02

)

Earnings per share available to common shareholders - Basic

$

0.05

 

 

$

0.27

 

 

$

0.30

 

 

$

0.50

 

$

0.31

 

 

$

0.25

 

Diluted earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income from continuing operations

$

61.5

 

 

$

57.6

 

 

$

125.3

 

 

$

106.0

 

$

73.7

 

 

$

63.8

 

Amount allocated to nonvested participating shareholders

 

(0.2

)

 

 

(0.2

)

 

 

(0.4

)

 

 

(0.4

)

 

(0.1

)

 

 

(0.2

)

Income before discontinued operations available to

common shareholders - Diluted

$

61.3

 

 

$

57.4

 

 

$

124.9

 

 

$

105.6

 

$

73.6

 

 

$

63.6

 

Income (loss) from discontinued operations, net

$

(49.7

)

 

$

0.8

 

 

$

(55.5

)

 

$

2.5

 

$

0.1

 

 

$

(5.8

)

Amount allocated to nonvested participating shareholders

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

0.0

 

 

 

0.0

 

Income (loss) from discontinued operations available to

common shareholders - Diluted

$

(49.7

)

 

$

0.8

 

 

$

(55.5

)

 

$

2.5

 

$

0.1

 

 

$

(5.8

)

Net income

$

11.8

 

 

$

58.4

 

 

$

69.8

 

 

$

108.5

 

$

73.8

 

 

$

58.0

 

Amount allocated to nonvested participating shareholders

 

(0.2

)

 

 

(0.2

)

 

 

(0.4

)

 

 

(0.4

)

 

(0.1

)

 

 

(0.2

)

Net income available to common shareholders - Diluted

$

11.6

 

 

$

58.2

 

 

$

69.4

 

 

$

108.1

 

$

73.7

 

 

$

57.8

 

Unadjusted average common shares outstanding - Diluted

 

233.0

 

 

 

215.4

 

 

 

232.9

 

 

 

215.3

 

 

234.0

 

 

 

232.8

 

Assumed conversion of stock options, unvested restricted stock and

contingent performance shares, net

 

0.6

 

 

 

0.5

 

 

 

0.6

 

 

 

0.5

 

Assumed conversion of stock options, unvested restricted stock,

unvested RSUs and contingent performance shares, net

 

1.2

 

 

 

0.7

 

Average common shares outstanding - Diluted

 

233.6

 

 

 

215.9

 

 

 

233.5

 

 

 

215.8

 

 

235.2

 

 

 

233.5

 

Earnings per share from continuing operations available to

common shareholders - Diluted

$

0.26

 

 

$

0.27

 

 

$

0.53

 

 

$

0.49

 

$

0.31

 

 

$

0.27

 

Earnings per share from discontinued operations available to

common shareholders - Diluted

$

(0.21

)

 

$

0.0

 

 

$

(0.23

)

 

$

0.01

 

 

0.0

 

 

$

(0.02

)

Earnings per share available to common shareholders - Diluted

$

0.05

 

 

$

0.27

 

 

$

0.30

 

 

$

0.50

 

$

0.31

 

 

$

0.25

 

Anti-dilutive shares

 

0.4

 

 

 

0.0

 

 

 

0.3

 

 

 

0.0

 

 

0.2

 

 

 

0.1

 

(1) All prior periods presented reflect the classification of TECO Coal as discontinued operations (see Note 15).

 

 


1916


10. Commitments and Contingencies

Legal Contingencies

From time to time, TECO Energy and its subsidiaries are involved in various legal, tax and regulatory proceedings before various courts, regulatory commissions and governmental agencies in the ordinary course of its business. Where appropriate, accruals are made in accordance with accounting standards for contingencies to provide for matters that are probable of resulting in an estimable loss. The company believes the claims in which the company or itsa subsidiary of the company is a defendant in the pending actions described below are without merit and intends to defend the matters vigorously. The company is unable at this time to estimate the possible loss or range of loss with respect to these matters. While the outcome of such proceedings is uncertain, management does not believe that their ultimate resolution will have a material adverse effect on the company’s results of operations, financial condition or cash flows.

Tampa Electric Legal Proceedings

A thirty-six year old man died from mesothelioma in March 2014. His estate and his family are suing Tampa Electric as a result. The man allegedly suffered exposure to asbestos dust brought home by his father and grandfather, both of whom had been employed as insulators and worked at various job sites throughout the Tampa area. Plaintiff’s case against Tampa Electric and fourteen other defendants alleges, among other things, negligence, strict liability, household exposure, loss of consortium, and wrongful death. This case is scheduled for trial in the fall of 2015.

A thirty-three year old man made contact with a primary line in June 2013, suffering severe burns. He and his wife are suing Tampa Electric as a result. The man apparently made contact with the line as he was attempting to trim a tree at a local residence.  Plaintiffs' case against Tampa Electric alleges, among other things, negligence and loss of consortium.  Discovery is currently ongoing in the case.

Peoples Gas Legal Proceedings

In November 2010, heavy equipment operated at a road construction site being conducted by Posen Construction, Inc. struck a natural gas line causing a rupture and ignition of the gas and an outage in the natural gas service to Lee and Collier counties, Florida.  PGS filed suit in April 2011 against Posen Construction, Inc. in Federal Court for the Middle District of Florida to recover damages for repair and restoration relating to the incident and Posen Construction, Inc. counter-claimed against PGS alleging negligence. In the first quarter of 2014, the parties entered into a settlement agreement that resolves the claims of the parties. In addition, the suit filed in November 2011 by the Posen Construction, Inc. employee operating the heavy equipment involved in the incident in Lee County Circuit Court against PGS and a PGS contractor involved in the project, seeking damages for his injuries, remains pending, with a trial currently scheduled for the fourth quarter of 2015.expected in October 2016.

New Mexico Gas Company Legal Proceedings

In February 2011, NMGC experienced gas shortages due to weather-related interruptions of electric service, weather-related problems on the systems of various interstate pipelines and in gas fields that are the sources of gas supplied to NMGC, and high weather-driven usage. This gas supply disruption and high usage resulted in the declaration of system emergencies by NMGC causing involuntary curtailments of gas utility service to approximately 28,700 customers (residential and business).  

In March 2011, a customer purporting to represent a class consisting of all “32,000 [sic] customers” who had their gas utility service curtailed during the early-February system emergencies filed a putative class action lawsuit against NMGC. In March 2011, the Town of Bernalillo, New Mexico, purporting to represent a class consisting of all “New Mexico municipalities and governmental entities who have suffered damages as a result of the natural gas utility shut off” also filed a putative class action lawsuit against NMGC, four of its officers, and John and Jane Does at NMGC. In July 2011, the plaintiff in the Bernalillo class action filed an amended complaint to add an additional plaintiff purporting to represent a class of all “similarly situated New Mexico private businesses and enterprises.”

The two purportedIn September 2015, a settlement was reached with all the named plaintiff class action suits (three purported classes) were consolidated. The court dismissedrepresentatives in both of the class actions. The settlements were on an individual basis and not a class basis. The settlements are not material to the company’s financial position as of Mar. 31, 2016.

In addition to the two settled class actions in their entirety with prejudice in October 2014 and appeals from the dismissal were taken by the plaintiffs in November 2014 and are pending.  

Eighteendescribed above, 18 insurance carriers have filed two subrogation lawsuits for monies paid to their insureds as a result of the curtailment of natural gas service in February 2011. TheseIn January 2016, the judge entered summary judgment in favor of NMGC and all of the subrogation matters are pendinglawsuits were dismissed. The insurance carriers subsequently filed a timely appeal of the summary judgment, which is pending.  

Proceedings in connection with the Pending Merger with Emera

Twelve securities class action lawsuits were filed against the company and discovery is proceeding. NMGC has filed motions to dismiss similar to thoseits directors by holders of TECO Energy securities following the announcement of the Emera transaction.  Eleven suits were filed in the Circuit Court for the 13th Judicial Circuit, in and for Hillsborough County, Florida.  They alleged that TECO Energy’s board of directors breached its fiduciary duties in agreeing to the Merger Agreement and sought to enjoin the Merger.  In addition, several of these suits alleged that one or more of TECO Energy, Emera and an Emera affiliate aided and abetted such alleged breaches. The securities class actions.action lawsuits have been consolidated per court order.  Since the consolidation, two of the complaints have been amended. One of those complaints has added a claim against the individual defendants for breach of fiduciary duty to disclose.  The twelfth suit was filed in the Middle District of Florida Federal Court and has subsequently been voluntarily dismissed.

The company also received two separate shareholder demand letters from purported shareholders of the company.  Both of these letters demanded that the company maximize shareholder value and remove alleged conflicts of interest as well as eliminate allegedly preclusive deal protection devices.  One of the letters also demanded that the company refrain from consummating the transaction with Emera. Both of these demand letters have subsequently been withdrawn.  

17


In November 2015, the parties to the lawsuits entered into a Memorandum of Understanding with the various shareholder plaintiffs to settle, subject to court approval, all of the pending shareholder lawsuits challenging the proposed Merger.  As a result of the Memorandum of Understanding, the company made additional disclosures related to the proposed Merger in a proxy supplement.  Per the terms of the Memorandum of Understanding, the parties will negotiate a settlement agreement and submit it to the court for approval after the Merger is complete.  There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the court will approve the settlement even if the parties were to enter into a stipulation of settlement.

Claim in connection with the Sale of TECO Coal

As discussed in Note 15, TECO Coal was sold on Sept. 21, 2015 to Cambrian. On Mar. 18, 2016, Cambrian delivered a notice of a purported claim to TECO Diversified asserting breach of certain representations, and fraud and willful misconduct in connection therewith, of the SPA.  

 

TECO Guatemala Holdings, LLC v. The Republic of Guatemala

On Dec. 19, 2013, the ICSID Tribunal hearing the arbitration claim of TGH, a wholly owned subsidiary of TECO Energy, Inc., against the Republic of Guatemala (Guatemala) under the DR – CAFTA, issued an award in the case (the Award). The ICSID Tribunal unanimously found in favor of TGH and awarded damages to TGH of approximately U.S. $21.1 million, plus interest from

20


Oct. 21, 2010 at a rate equal to the U.S. prime rate plus 2%. In addition, the ICSID Tribunal ruled that Guatemala must reimburse TGH for approximately U.S. $7.5 million of the costs that it incurred in pursuing the arbitration.

On Apr. 18, 2014, Guatemala filed an application for annulment of the entire Award (or, alternatively, certain parts of the Award) pursuant to applicable ICSID rules.

Also on Apr. 18, 2014, TGH separately filed an application for partial annulment of the Award on the basis of certain deficiencies in the ICSID Tribunal’s determination of the amount of TGH’s damages. If

On Apr. 5, 2016, an ICSID ad hoc Committee issued a decision in favor of TGH in the annulment proceedings. In its decision, the ad hoc Committee unanimously dismissed Guatemala’s application for annulment of the award and upheld the original $21.1 million award, plus interest. In addition, the ad hoc Committee granted TGH’s application is successful,for partial annulment of the award, and ordered Guatemala to pay certain costs relating to the annulment proceedings. Because the Tribunal’s award of costs to TGH will be ablein its original arbitration was based on the Tribunal’s assessment that TGH had prevailed on liability and Guatemala had partially prevailed on damages, and the latter finding was annulled by the ad hoc Committee, the Committee also annulled the Tribunal’s award of costs to TGH.  As a result, TGH has the right to resubmit its arbitration claim against Guatemala to seek additional damages from Guatemala in a(in addition to the previously awarded $21.1 million), as well as additional interest on the $21.1 million, and its full costs relating to the original arbitration and the new arbitration proceeding.

While the duration of the annulment proceedings is uncertain, a hearing is scheduled in October 2015 with a decision by the ad hoc committee expected in mid- to late-2016. Pending the outcome of annulment proceedings, results Results to date do not reflect any benefit of this decision.

PGS Compliance Matter

          In 2015, FPSC staff presented PGS with a summary of alleged safety rule violations, many of which were identified during PGS’ implementation of an action plan it instituted as a result of audit findings cited by FPSC audit staff in 2013. Following the 2013 audit and 2015 discussions with FPSC staff, PGS took immediate and significant corrective actions. The FPSC audit staff published a follow-up audit report that acknowledged the progress that had been made and found that further improvements were needed.  As a result of this report, the Office of Public Counsel (OPC) filed a petition with the FPSC pointing to the violations of rules for safety inspections seeking fines or possible refunds to customers by PGS. On Feb. 25, 2016, the FPSC staff issued a notice informing PGS that the staff would be making a recommendation to the FPSC to initiate a show cause proceeding against PGS for alleged safety rule violations, with total potential penalties of up to $3.9 million. On Apr. 18, 2016, PGS reached a settlement regarding this matter with the OPC and FPSC staff and agreed to pay a $1 million civil penalty and customer refunds of $2 million. The FPSC approved the settlement agreement on May 5, 2016.

Superfund and Former Manufactured Gas Plant Sites

TEC, through its Tampa Electric and Peoples Gas divisions, is a PRP for certain superfund sites and, through its Peoples Gas division, for certain former manufactured gas plant sites. While the joint and several liability associated with these sites presents the potential for significant response costs, as of June 30, 2015,Mar. 31, 2016, TEC has estimated its ultimate financial liability to be $33.3$33.9 million, primarily at PGS. This amount has been accrued and is primarily reflected in the long-term liability section under “Deferred credits and other liabilities” on the Consolidated Condensed Balance Sheets. The environmental remediation costs associated with these sites, which are expected to be paid over many years, are not expected to have a significant impact on customer rates.

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

18


In instances where other PRPs are involved, most of those PRPs are creditworthy and are likely to continue to be creditworthy for the duration of the remediation work. However, in those instances that they are not, TEC could be liable for more than TEC’s actual percentage of the remediation costs.

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

Guarantees and Letters of Credit

A summary of the face amount or maximum theoretical obligation and the year of expiration under letters of credit and guarantees as of June 30, 2015Mar. 31, 2016 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(millions)

Year of expiration

 

 

Maximum

 

 

 

 

 

 

 

 

Maximum

 

 

 

 

 

 

 

 

 

 

 

 

 

After (1)

 

 

Theoretical

 

 

Liabilities Recognized

 

 

 

 

 

 

 

 

 

After (1)

 

 

Theoretical

 

 

Liabilities Recognized

 

Guarantees for the Benefit of:

2015

 

 

2016-2019

 

 

2019

 

 

Obligation

 

 

at June 30, 2015 (2)

 

2016

 

 

2017-2020

 

 

2020

 

 

Obligation

 

 

at Mar. 31, 2016

 

TECO Energy

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuel sales and transportation(2)

$

0.0

 

 

$

0.0

 

 

$

92.9

 

 

$

92.9

 

 

$

0.0

 

$

0.0

 

 

$

0.0

 

 

$

92.9

 

 

$

92.9

 

 

$

0.0

 

Letters of indemnity - coal mining permits (3)

 

89.4

 

 

 

0.0

 

 

 

0.0

 

 

 

89.4

 

 

 

0.0

 

$

89.4

 

 

$

0.0

 

 

$

92.9

 

 

$

182.3

 

 

$

0.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maximum

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maximum

 

 

 

 

 

(millions)

 

 

 

 

 

 

 

 

After (1)

 

 

Theoretical

 

 

Liabilities Recognized

 

 

 

 

 

 

 

 

 

After (1)

 

 

Theoretical

 

 

Liabilities Recognized

 

Letters of Credit for the Benefit of:

2015

 

 

2016-2019

 

 

2019

 

 

Obligation

 

 

at June 30, 2015 (3)

 

2016

 

 

2017-2020

 

 

2020

 

 

Obligation

 

 

at Mar. 31, 2016 (4)

 

TEC

$

0.0

 

 

$

0.0

 

 

$

0.6

 

 

$

0.6

 

 

$

0.1

 

$

0.0

 

 

$

0.0

 

 

$

0.5

 

 

$

0.5

 

 

$

0.1

 

NMGC

$

0.0

 

 

$

0.0

 

 

$

1.7

 

 

$

1.7

 

 

$

0.0

 

 

0.0

 

 

 

0.0

 

 

 

1.7

 

 

 

1.7

 

 

 

0.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.0

 

 

$

0.0

 

 

$

2.2

 

 

$

2.2

 

 

$

0.1

 

(1) These letters of credit and guarantees renew annually and are shown on the basis that they will continue to renew beyond 2019.

 

(2) The amounts shown represent the maximum theoretical amounts of cash collateral that TECO Energy would be required to post in the event of a downgrade below investment grade for its long term debt ratings by the major credit rating agencies. Liabilities recognized represent the associated potential obligation related to net derivative liabilities under these agreements at June 30, 2015. See Note 12 for additional information.

 

(3) The amounts shown are the maximum theoretical amounts guaranteed under current agreements. Liabilities recognized represent the associated obligation of TECO Energy, TEC or NMGC under these agreements at June 30, 2015. The obligations under these letters of credit include certain accrued injuries and damages when a letter of credit covers the failure to pay these claims.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) These letters of credit and guarantees renew annually and are shown on the basis that they will continue to renew beyond 2020.

(1) These letters of credit and guarantees renew annually and are shown on the basis that they will continue to renew beyond 2020.

 

(2) The amounts shown represent the maximum theoretical amounts of cash collateral that TECO Energy would be required to post in the event of a downgrade below investment grade for its long-term debt ratings by the major credit rating agencies. Liabilities recognized represent the associated potential obligation related to net derivative liabilities under these agreements at Mar. 31, 2016. See Note 12 for additional information.

(2) The amounts shown represent the maximum theoretical amounts of cash collateral that TECO Energy would be required to post in the event of a downgrade below investment grade for its long-term debt ratings by the major credit rating agencies. Liabilities recognized represent the associated potential obligation related to net derivative liabilities under these agreements at Mar. 31, 2016. See Note 12 for additional information.

 

(3) These letters of indemnity guarantee payments to certain surety companies that issued reclamation bonds to the Commonwealths of Kentucky and Virginia in connection with TECO Coal's mining operations. Payments to the surety companies would be triggered if the reclamation bonds are called upon by either of these states and the permit holder, TECO Coal, does not pay the surety. The amounts shown represent the maximum theoretical amounts that TECO Energy would be required to pay to the surety companies. As discussed in Note 15, TECO Coal was sold on Sept. 21, 2015 to Cambrian. Pursuant to the SPA, Cambrian is obligated to file applications required in connection with the change of control with the appropriate governmental entities. Once the applicable governmental agency deems each application to be acceptable, Cambrian is obligated to post a bond or other appropriate collateral necessary to obtain the release of the corresponding bond secured by the TECO Energy indemnity for that permit. Until the bonds secured by TECO Energy's indemnity are released, TECO Energy's indemnity will remain effective. At the date of sale in September 2015, the letters of indemnity guaranteed $93.8 million. The company is working with Cambrian on the process to replace the bonds and expects the process to be completed in 2016. Pursuant to the SPA, Cambrian has the obligation to indemnify and hold TECO Energy harmless from any losses incurred that arise out of the coal mining permits during the period commencing on the closing date through the date all permit approvals are obtained.

(3) These letters of indemnity guarantee payments to certain surety companies that issued reclamation bonds to the Commonwealths of Kentucky and Virginia in connection with TECO Coal's mining operations. Payments to the surety companies would be triggered if the reclamation bonds are called upon by either of these states and the permit holder, TECO Coal, does not pay the surety. The amounts shown represent the maximum theoretical amounts that TECO Energy would be required to pay to the surety companies. As discussed in Note 15, TECO Coal was sold on Sept. 21, 2015 to Cambrian. Pursuant to the SPA, Cambrian is obligated to file applications required in connection with the change of control with the appropriate governmental entities. Once the applicable governmental agency deems each application to be acceptable, Cambrian is obligated to post a bond or other appropriate collateral necessary to obtain the release of the corresponding bond secured by the TECO Energy indemnity for that permit. Until the bonds secured by TECO Energy's indemnity are released, TECO Energy's indemnity will remain effective. At the date of sale in September 2015, the letters of indemnity guaranteed $93.8 million. The company is working with Cambrian on the process to replace the bonds and expects the process to be completed in 2016. Pursuant to the SPA, Cambrian has the obligation to indemnify and hold TECO Energy harmless from any losses incurred that arise out of the coal mining permits during the period commencing on the closing date through the date all permit approvals are obtained.

 

(4) The amounts shown are the maximum theoretical amounts guaranteed under current agreements. Liabilities recognized represent the associated obligation of TECO Energy, TEC or NMGC under these agreements at Mar. 31, 2016. The obligations under these letters of credit include certain accrued injuries and damages when a letter of credit covers the failure to pay these claims.

(4) The amounts shown are the maximum theoretical amounts guaranteed under current agreements. Liabilities recognized represent the associated obligation of TECO Energy, TEC or NMGC under these agreements at Mar. 31, 2016. The obligations under these letters of credit include certain accrued injuries and damages when a letter of credit covers the failure to pay these claims.

 

 

21


Financial Covenants

In order to utilize their respective bank facilities, TECO Energy and its subsidiaries must meet certain financial tests, including a debt to capital ratio, as defined in the applicable agreements. In addition, TECO Energy and its subsidiaries have certain restrictive

19


covenants in specific agreements and debt instruments. At June 30, 2015,Mar. 31, 2016, TECO Energy and its subsidiaries were in compliance with all applicable financial covenants.

 

11. Segment Information

TECO Energy is an electric and gas utility holding company with diversified activities. Segments are determined based on how management evaluates, measures and makes decisions with respect to the operations of the entity. The management of TECO Energy reports segments based on each subsidiary’s contribution of revenues, net income and total assets as required by the accounting guidance for disclosures about segments of an enterprise and related information. Intercompany transactions are eliminated in the Consolidated Condensed Financial Statements of TECO Energy, but are included in determining reportable segments.  

 

Segment Information (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(millions)

Tampa

 

 

Peoples

 

 

New Mexico

 

 

TECO

 

 

 

 

 

 

 

 

 

 

TECO

 

Three months ended June 30,

Electric

 

 

Gas

 

 

Gas Co. (2)

 

 

Coal (1)

 

 

Other (2)

 

 

Eliminations

 

 

Energy

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues - external

$

531.6

 

 

$

92.2

 

 

$

54.0

 

 

$

0.0

 

 

$

2.8

 

 

$

0.0

 

 

$

680.6

 

Sales to affiliates

 

0.8

 

 

 

1.3

 

 

 

0.0

 

 

 

0.0

 

 

 

0.1

 

 

 

(2.2

)

 

 

0.0

 

Total revenues

 

532.4

 

 

 

93.5

 

 

 

54.0

 

 

 

0.0

 

 

 

2.9

 

 

 

(2.2

)

 

 

680.6

 

Depreciation and amortization

 

64.0

 

 

 

14.0

 

 

 

8.4

 

 

 

0.0

 

 

 

0.6

 

 

 

0.0

 

 

 

87.0

 

Total interest charges

 

23.6

 

 

 

3.6

 

 

 

3.3

 

 

 

0.0

 

 

 

16.3

 

 

 

(0.4

)

 

 

46.4

 

Internally allocated interest

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.4

 

 

 

(0.4

)

 

 

0.0

 

Provision (benefit) for income taxes

 

38.9

 

 

 

4.8

 

 

 

0.0

 

 

 

0.0

 

 

 

(3.2

)

 

 

0.0

 

 

 

40.5

 

Net income (loss) from continuing operations

 

67.7

 

 

 

7.6

 

 

 

(0.1

)

 

 

0.0

 

 

 

(13.7

)

 

 

0.0

 

 

 

61.5

 

Income (loss) from discontinued operations, net (1)

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

(51.5

)

 

 

1.8

 

 

 

0.0

 

 

 

(49.7

)

Net income (loss)

$

67.7

 

 

$

7.6

 

 

$

(0.1

)

 

$

(51.5

)

 

$

(11.9

)

 

$

0.0

 

 

$

11.8

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues - external

$

512.5

 

 

$

90.7

 

 

$

0.0

 

 

$

0.0

 

 

$

2.5

 

 

$

0.0

 

 

$

605.7

 

Sales to affiliates

 

0.2

 

 

 

0.4

 

 

 

0.0

 

 

 

0.0

 

 

 

0.1

 

 

 

(0.7

)

 

 

0.0

 

Total revenues

 

512.7

 

 

 

91.1

 

 

 

0.0

 

 

 

0.0

 

 

 

2.6

 

 

 

(0.7

)

 

 

605.7

 

Depreciation and amortization

 

61.7

 

 

 

13.4

 

 

 

0.0

 

 

 

0.0

 

 

 

0.4

 

 

 

0.0

 

 

 

75.5

 

Total interest charges

 

23.3

 

 

 

3.4

 

 

 

0.0

 

 

 

0.0

 

 

 

15.9

 

 

 

(1.9

)

 

 

40.7

 

Internally allocated interest

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

1.9

 

 

 

(1.9

)

 

 

0.0

 

Provision (benefit) for income taxes

 

37.1

 

 

 

4.8

 

 

 

0.0

 

 

 

0.0

 

 

 

(6.7

)

 

 

0.0

 

 

 

35.2

 

Net income (loss) from continuing operations

 

62.2

 

 

 

7.5

 

 

 

0.0

 

 

 

0.0

 

 

 

(12.1

)

 

 

0.0

 

 

 

57.6

 

Income (loss) from discontinued operations, net (1)

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.8

 

 

 

0.0

 

 

 

0.0

 

 

 

0.8

 

Net income (loss)

$

62.2

 

 

$

7.5

 

 

$

0.0

 

 

$

0.8

 

 

$

(12.1

)

 

$

0.0

 

 

 

58.4

 

22


(millions)

Tampa

 

 

Peoples

 

 

New Mexico

 

 

TECO

 

 

 

 

 

 

 

 

 

 

TECO

 

Six months ended June 30,

Electric

 

 

Gas

 

 

Gas Co. (2)

 

 

Coal (1)

 

 

Other (2) (3)

 

 

Eliminations (3)

 

 

Energy

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues - external

$

981.4

 

 

$

213.9

 

 

$

173.0

 

 

$

0.0

 

 

$

5.3

 

 

$

0.0

 

 

$

1,373.6

 

Sales to affiliates

 

1.6

 

 

 

2.5

 

 

 

0.0

 

 

 

0.0

 

 

 

0.1

 

 

 

(4.2

)

 

 

0.0

 

Total revenues

 

983.0

 

 

 

216.4

 

 

 

173.0

 

 

 

0.0

 

 

 

5.4

 

 

 

(4.2

)

 

 

1,373.6

 

Depreciation and amortization

 

126.9

 

 

 

27.9

 

 

 

16.8

 

 

 

0.0

 

 

 

0.9

 

 

 

0.0

 

 

 

172.5

 

Total interest charges

 

47.1

 

 

 

7.1

 

 

 

6.6

 

 

 

0.0

 

 

 

34.2

 

 

 

(0.7

)

 

 

94.3

 

Internally allocated interest

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.7

 

 

 

(0.7

)

 

 

0.0

 

Provision (benefit) for income taxes

 

66.3

 

 

 

14.0

 

 

 

9.0

 

 

 

0.0

 

 

 

(8.9

)

 

 

0.0

 

 

 

80.4

 

Net income (loss) from continuing operations

 

115.9

 

 

 

22.2

 

 

 

13.8

 

 

 

0.0

 

 

 

(26.6

)

 

 

0.0

 

 

 

125.3

 

Income from discontinued operations, net (1)

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

(57.5

)

 

 

2.0

 

 

 

0.0

 

 

 

(55.5

)

Net income (loss)

$

115.9

 

 

$

22.2

 

 

$

13.8

 

 

$

(57.5

)

 

$

(24.6

)

 

$

0.0

 

 

$

69.8

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended Mar. 31,

Tampa Electric

 

 

PGS

 

 

NMGC (2)

 

 

TECO

Coal (1)

 

 

Other (2) (3)

 

 

Eliminations (3)

 

 

TECO

Energy

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues - external

$

965.4

 

 

$

213.1

 

 

$

0.0

 

 

$

0.0

 

 

$

5.2

 

 

$

0.0

 

 

$

1,183.7

 

$

423.4

 

 

$

126.8

 

 

$

106.6

 

 

$

0.0

 

 

$

2.7

 

 

$

0.0

 

 

$

659.5

 

Sales to affiliates

 

0.5

 

 

 

0.6

 

 

 

0.0

 

 

 

0.0

 

 

 

0.1

 

 

 

(1.2

)

 

 

0.0

 

 

1.1

 

 

 

4.4

 

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

(5.5

)

 

 

0.0

 

Total revenues

 

965.9

 

 

 

213.7

 

 

 

0.0

 

 

 

0.0

 

 

 

5.3

 

 

 

(1.2

)

 

 

1,183.7

 

 

424.5

 

 

 

131.2

 

 

 

106.6

 

 

 

0.0

 

 

 

2.7

 

 

 

(5.5

)

 

 

659.5

 

Depreciation and amortization

 

123.8

 

 

 

26.7

 

 

 

0.0

 

 

 

0.0

 

 

 

0.9

 

 

 

0.0

 

 

 

151.4

 

 

66.1

 

 

 

14.8

 

 

 

8.4

 

 

 

0.0

 

 

 

0.5

 

 

 

0.0

 

 

 

89.8

 

Total interest charges

 

45.3

 

 

 

6.8

 

 

 

0.0

 

 

 

0.0

 

 

 

31.9

 

 

 

(3.7

)

 

 

80.3

 

 

23.8

 

 

 

3.7

 

 

 

3.0

 

 

 

0.0

 

 

 

15.6

 

 

 

(0.2

)

 

 

45.9

 

Internally allocated interest

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

3.7

 

 

 

(3.7

)

 

 

0.0

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.2

 

 

 

(0.2

)

 

 

0.0

 

Provision (benefit) for income taxes

 

63.7

 

 

 

14.0

 

 

 

0.0

 

 

 

0.0

 

 

 

(13.4

)

 

 

0.0

 

 

 

64.3

 

 

27.8

 

 

 

8.9

 

 

 

9.7

 

 

 

0.0

 

 

 

(10.7

)

 

 

0.0

 

 

 

35.7

 

Net income (loss) from continuing operations

 

107.4

 

 

 

22.1

 

 

 

0.0

 

 

 

0.0

 

 

 

(23.5

)

 

 

0.0

 

 

 

106.0

 

 

50.2

 

 

 

13.1

 

 

 

15.2

 

 

 

0.0

 

 

 

(4.8

)

 

 

0.0

 

 

 

73.7

 

Income (loss) from discontinued operations, net (1)

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

(0.8

)

 

 

3.3

 

 

 

0.0

 

 

 

2.5

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.1

 

 

 

0.0

 

 

 

0.1

 

Net income (loss)

$

107.4

 

 

$

22.1

 

 

$

0.0

 

 

$

(0.8

)

 

$

(20.2

)

 

$

0.0

 

 

$

108.5

 

$

50.2

 

 

$

13.1

 

 

$

15.2

 

 

$

0.0

 

 

$

(4.7

)

 

$

0.0

 

 

$

73.8

 

At June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues - external

$

449.8

 

 

$

121.7

 

 

$

119.0

 

 

$

0.0

 

 

$

2.5

 

 

$

0.0

 

 

$

693.0

 

Sales to affiliates

 

0.8

 

 

 

1.2

 

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

(2.0

)

 

 

0.0

 

Total revenues

 

450.6

 

 

 

122.9

 

 

 

119.0

 

 

 

0.0

 

 

 

2.5

 

 

 

(2.0

)

 

 

693.0

 

Depreciation and amortization

 

62.9

 

 

 

13.9

 

 

 

8.4

 

 

 

0.0

 

 

 

0.3

 

 

 

0.0

 

 

 

85.5

 

Total interest charges

 

23.5

 

 

 

3.5

 

 

 

3.3

 

 

 

0.0

 

 

 

17.9

 

 

 

(0.3

)

 

 

47.9

 

Internally allocated interest

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.3

 

 

 

(0.3

)

 

 

0.0

 

Provision (benefit) for income taxes

 

27.4

 

 

 

9.2

 

 

 

9.0

 

 

 

0.0

 

 

 

(5.7

)

 

 

0.0

 

 

 

39.9

 

Net income (loss) from continuing operations

 

48.2

 

 

 

14.6

 

 

 

13.9

 

 

 

0.0

 

 

 

(12.9

)

 

 

0.0

 

 

 

63.8

 

Income (loss) from discontinued operations, net (1)

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

(6.0

)

 

 

0.2

 

 

 

0.0

 

 

 

(5.8

)

Net income (loss)

$

48.2

 

 

$

14.6

 

 

$

13.9

 

 

$

(6.0

)

 

$

(12.7

)

 

$

0.0

 

 

$

58.0

 

At Mar. 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

$

6,739.5

 

 

$

1,089.2

 

 

$

1,180.2

 

 

$

173.0

 

 

$

1,701.7

 

 

$

(2,045.2

)

 

$

8,838.4

 

$

6,988.2

 

 

$

1,147.0

 

 

$

1,210.9

 

 

$

0.0

 

 

$

1,982.1

 

 

$

(2,347.1

)

(4)

$

8,981.1

 

At Dec. 31, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

$

6,565.4

 

 

$

1,082.8

 

 

$

1,237.2

 

 

$

227.7

 

 

$

1,611.6

 

 

$

(1,998.5

)

 

 

8,726.2

 

(1) All periods have been adjusted to reflect the reclassification of results from operations to discontinued operations for TECO Coal and certain charges at Parent that directly relate to TECO Coal and TECO Guatemala. See Note 15.

 

At Dec. 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets (3)

$

7,003.8

 

 

$

1,136.1

 

 

$

1,229.7

 

 

$

0.0

 

 

$

1,945.1

 

 

$

(2,381.2

)

(4)

 

8,933.5

 

(1) All periods have been adjusted to reflect the results from operations to discontinued operations for TECO Coal and certain charges and gains at Other, including Parent and TECO Diversified, that directly relate to TECO Coal and TECO Guatemala. See Note 15.

(1) All periods have been adjusted to reflect the results from operations to discontinued operations for TECO Coal and certain charges and gains at Other, including Parent and TECO Diversified, that directly relate to TECO Coal and TECO Guatemala. See Note 15.

 

(2) NMGI is included in the Other segment.

(2) NMGI is included in the Other segment.

 

(2) NMGI is included in the Other segment.

 

(3) Certain prior year amounts have been reclassified to conform to current year presentation.

(3) Certain prior year amounts have been reclassified to conform to current year presentation.

 

(3) Certain prior year amounts have been reclassified to conform to current year presentation.

 

(4) Amounts primarily relate to intercompany advances and consolidated tax eliminations.

(4) Amounts primarily relate to intercompany advances and consolidated tax eliminations.

 

 

 

 

23



12. Accounting for Derivative Instruments and Hedging Activities

From time to time, TECO Energy and its affiliates enter into futures, forwards, swaps and option contracts for the following purposes:

·

To limit the exposure to price fluctuations for physical purchases and sales of natural gas in the course of normal operations at Tampa Electric, PGS and NMGC;

·

To optimize the utilization of NMGC’s physical natural gas storage capacity, and

·

To limit the exposure to interest rate fluctuations on debt securities at TECO Energy and its affiliates; and

·

To limit the exposure to price fluctuations for physical purchases of fuel at TECO Coal (all of which were settled prior to Dec. 31, 2014).affiliates.

TECO Energy and its affiliates use derivatives only to reduce normal operating and market risks, not for speculative purposes. The regulated utilities’ primary objective in using derivative instruments for regulated operations is to reduce the impact of market price volatility on ratepayers.

The risk management policies adopted by TECO Energy provide a framework through which management monitors various risk exposures. Daily and periodic reporting of positions and other relevant metrics are performed by a centralized risk management group, which is independent of all operating companies.

The company applies the accounting standards for derivative instruments and hedging activities. These standards require companies to recognize derivatives as either assets or liabilities in the financial statements, to measure those instruments at fair value and to reflect the changes in the fair value of those instruments as either components of OCI or in net income, depending on the designation of those instruments (see Note 13). The changes in fair value that are recorded in OCI are not immediately recognized in current net income. As the underlying hedged transaction matures or the physical commodity is delivered, the deferred gain or loss on the related hedging instrument must be reclassified from OCI to earnings based on its value at the time of the instrument’s settlement. For effective hedge transactions, the amount reclassified from OCI to earnings is offset in net income by the market change of the amount paid or received on the underlying physical transaction.

The company applies the accounting standards for regulated operations to financial instruments used to hedge the purchase and sale of natural gas for the benefit of its regulated companies.companies’ ratepayers. These standards, in accordance with the FPSC and NMPRC, permit the changes in fair value of natural gas derivatives to be recorded as regulatory assets or liabilities reflecting the impact of hedging activities on the fuel recovery clause. As a result, these changes are not recorded in OCI (see Note 3).

The company’s physical contracts qualify for the NPNS exception to derivative accounting rules, provided they meet certain criteria. Generally, NPNS applies if the company deems the counterparty creditworthy, if the counterparty owns or controls resources within the proximity to allow for physical delivery of the commodity, if the company intends to receive physical delivery and if the transaction is reasonable in relation to the company’s business needs. As of June 30, 2015,Mar. 31, 2016, all of the company’s physical contracts qualify for the NPNS exception.exception with the exception of a minor amount of forward purchases and sales entered into by NMGC to optimize its gas storage capacity.

The derivatives that are designated as cash flow hedges at June 30, 2015Mar. 31, 2016 and Dec. 31, 20142015 are reflected on the company’s Consolidated Condensed Balance Sheets and classified accordingly as current and long-term assets and liabilities on a net basis as permitted by their respective master netting agreements. Derivative assets totaled $0.6$0.0 million and $0$0.2 million as of June 30, 2015Mar. 31, 2016 and Dec. 31, 2014,2015, respectively, and derivativeare included in “Prepayments and other current assets” on the Condensed Consolidated Balance Sheets. Derivative liabilities totaled $26.3$23.1 million and $42.7$26.2 million as of June 30, 2015Mar. 31, 2016 and Dec. 31, 2014,2015, respectively. There are minor offset amount differences between the gross derivative assets and liabilities and the net amounts presented on the Consolidated Condensed Balance Sheets. There was no cash collateral posted with or received from any counterparties.

All of the derivative assets and liabilities at June 30, 2015Mar. 31, 2016 and Dec. 31, 20142015 are designated as hedging instruments, which primarily are derivative hedges of natural gas contracts to limit the exposure to changes in market price for natural gas used to produce energy and natural gas purchased for resale to customers. The corresponding effect of these natural gas related derivatives on the regulated utilities’ fuel recovery clause mechanism is reflected on the Consolidated Condensed Balance Sheets as current and long-term regulatory assets and liabilities. Based on the fair value of the instruments at June 30, 2015,Mar. 31, 2016, net pretax losses of $23.8$22.3 million are expected to be reclassified from regulatory assets or liabilities to the Consolidated Condensed Statements of Income within the next twelve months.

The June 30, 2015Mar. 31, 2016 and Dec. 31, 20142015 balance in AOCI related to the cash flow hedges and interest rate swaps (unsettled and previously settled) is presented in Note 8.

For derivative instruments that meet cash flow hedge criteria, the effective portion of the gain or loss on the derivative is reported as a component of OCI and reclassified into earnings in the same period or period during which the hedged transaction affects earnings. Gains and losses on the derivatives representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. For the three and six months ended June 30,Mar. 31, 2016 and 2015, and 2014, all hedges were effective. The derivative after-tax effect on OCI and the amount of after-tax gain or loss reclassified from AOCI into earnings for the

2421


the three and six months ended June 30,Mar. 31, 2016 and 2015 and 2014 is presented in Note 8. These gains and losses were the result of interest rate contracts for TEC and diesel fuel derivatives related to TECO Coal operations.TEC. The locationslocation of the reclassificationsreclassification to income werewas reflected in Interest expense“Interest expense” for TEC and Income (loss) from discontinued operations for TECO Coal.TEC.

The maximum length of time over which the company is hedging its exposure to the variability in future cash flows extends to June 30, 2017Feb. 28, 2018 for financial natural gas contracts. The following table presents the company’s derivative volumes that, as of June 30, 2015,Mar. 31, 2016, are expected to settle during the 2015, 2016, 2017 and 20172018 fiscal years:

 

Derivative Volumes

Natural Gas Contracts

 

Natural Gas Contracts

 

(millions)

(MMBTUs)

 

(MMBTUs)

 

Year

Physical

 

 

Financial

 

Physical

 

 

Financial

 

2015

 

0.0

 

 

 

21.3

 

2016

 

0.0

 

 

 

15.7

 

 

0.0

 

 

 

25.1

 

2017

 

0.0

 

 

 

1.8

 

 

0.0

 

 

 

9.9

 

2018

 

0.0

 

 

 

0.7

 

Total

 

0.0

 

 

 

38.8

 

 

0.0

 

 

 

35.7

 

The company is exposed to credit risk by entering into derivative instruments with counterparties to limit its exposure to the commodity price fluctuations associated with natural gas. Credit risk is the potential loss resulting from a counterparty’s nonperformance under an agreement. The company manages credit risk with policies and procedures for, among other things, counterparty analysis, exposure measurement and exposure monitoring and mitigation.

It is possible that volatility in commodity prices could cause the company to have material credit risk exposures with one or more counterparties. If such counterparties fail to perform their obligations under one or more agreements, the company could suffer a material financial loss. However, as of June 30, 2015,Mar. 31, 2016, substantially all of the counterparties with transaction amounts outstanding in the company’s energy portfolio were rated investment grade by the major rating agencies. The company assesses credit risk internally for counterparties that are not rated.

The company has entered into commodity master arrangements with its counterparties to mitigate credit exposure to those counterparties. The company generally enters into the following master arrangements: (1) EEI agreements—standardized power sales contracts in the electric industry; (2) ISDA agreements—standardized financial gas and electric contracts; and (3) NAESB agreements—standardized physical gas contracts. The company believes that entering into such agreements reduces the risk from default by creating contractual rights relating to creditworthiness, collateral and termination.

The company has implemented procedures to monitor the creditworthiness of its counterparties and to consider nonperformance risk in determining the fair value of counterparty positions. Net liability positions generally do not require a nonperformance risk adjustment as the company uses derivative transactions as hedges and has the ability and intent to perform under each of these contracts. In the instance of net asset positions, the company considers general market conditions and the observable financial health and outlook of specific counterparties in evaluating the potential impact of nonperformance risk to derivative positions.

Certain TECO Energy derivative instruments contain provisions that require the company’s debt, or in the case of derivative instruments where TEC is the counterparty, TEC’s debt, to maintain an investment grade credit rating from any or all of the major credit rating agencies. If debt ratings, including TEC’s, were to fall below investment grade, it could trigger these provisions, and the counterparties to the derivative instruments could demand immediate and ongoing full overnight collateralization on derivative instruments in net liability positions. The company has no other contingent risk features associated with any derivative instruments.

 

13. Fair Value Measurements

Items Measured at Fair Value on a Recurring Basis

 

Accounting guidance governing fair value measurements and disclosures provides that fair value represents the amount that would be received in selling an asset or the amount that would be paid in transferring a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based upon assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, accounting guidance also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

Level 1:  Observable inputs, such as quoted prices in active markets;

Level 2:  Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

25


Assets and liabilities are measured at fair value based on one or more of the following three valuation techniques noted under accounting guidance:


(A)  Market approach:  Prices and other relevant information generated by market transactions involving

identical or comparable assets or liabilities;

(B)  Cost approach:  Amount that would be required to replace the service capacity of an asset (replacement

cost); and

(C)  Income approach:  Techniques to convert future amounts to a single present amount based upon market

expectations (including present value techniques, option-pricing and excess earnings models).  

 

The fair value of financial instruments is determined by using various market data and other valuation techniques.  

The following tables set forth by level within the fair value hierarchy, the company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2015Mar. 31, 2016 and Dec. 31, 2014.2015. As required by accounting standards for fair value measurements, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.     

 

Recurring Fair Value Measures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of Mar. 31, 2016

 

(millions)

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural gas derivatives

$

0.0

 

 

$

23.1

 

 

$

0.0

 

 

$

23.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2015

 

As of Dec. 31, 2015

 

(millions)

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural gas derivatives

$

0.0

 

 

$

0.6

 

 

$

0.0

 

 

$

0.6

 

$

0.0

 

 

$

0.2

 

 

$

0.0

 

 

$

0.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural gas derivatives

$

0.0

 

 

$

26.3

 

 

$

0.0

 

 

$

26.3

 

$

0.0

 

 

$

26.2

 

 

$

0.0

 

 

$

26.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of Dec. 31, 2014

 

(millions)

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural gas derivatives

$

0.0

 

 

$

42.7

 

 

$

0.0

 

 

$

42.7

 

 

The natural gas derivatives are OTC swap, forward and option instruments. Fair values of swaps and optionsforwards are estimated utilizing the market and income approach, respectively.approach. The price of swaps isand forwards are calculated using observable NYMEX quoted closing prices of exchange-traded futures. Fair values of options are estimated utilizing the income approach. The price of options is calculated using the Black-Scholes model with observable exchange-traded futures as the primary pricing inputs to the model. Additional inputs to the model include historical volatility, discount rate, and a locational basis adjustment to NYMEX. The resulting prices are applied to the notional quantities of active swap, forward and option positions to determine the fair value (see Note 12). 

The company considered the impact of nonperformance risk in determining the fair value of derivatives. The company considered the net position with each counterparty, past performance of both parties, the intent of the parties, indications of credit deterioration and whether the markets in which the company transacts have experienced dislocation. At June 30, 2015,Mar. 31, 2016, the fair value of derivatives was not materially affected by nonperformance risk. There were no Level 3 assets or liabilities for the periods presented.

 

14. Variable Interest Entities

In theThe determination of a VIE’s primary beneficiary, the primary beneficiary is the enterprise that has both 1) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and 2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE.

TECTampa Electric has entered into multiple PPAs with wholesale energy providers in Florida to ensure the ability to meet customer energy demand and to provide lower cost options in the meeting of this demand. These agreements range in size from 117 MW to 159250 MW of available capacity, are with similar entities and contain similar provisions. Because some of these provisions provide for the transfer or sharing of a number of risks inherent in the generation of energy, these agreements meet the definition of being variable interests. These risks include: operating and maintenance, regulatory, credit, commodity/fuel and energy market risk. TECTampa Electric has reviewed these risks and has determined that the owners of these entities have retained the majority of these risks over the expected life of the underlying generating assets, have the power to direct the most significant activities, and have the obligation or right to absorb losses

26


or benefits and hence remain the primary beneficiaries.benefits. As a result, TECTampa Electric is not the primary beneficiary and is not required to consolidate any of these entities. TECTampa Electric purchased $9.9$12.6 million and $15.3$5.4 million of capacity pursuant tounder these PPAs for the three and six months ended June 30,Mar. 31, 2016 and 2015, respectively, and $7.0 million and $12.8 million for the three and six months ended June 30, 2014, respectively.

23


The company does not provide any material financial or other support to any of the VIEs it is involved with, nor is the company under any obligation to absorb losses associated with these VIEs. In the normal course of business, the company’s involvement with these VIEs does not affect its Consolidated Condensed Balance Sheets, Statements of Income or Cash Flows.

 

15. Discontinued Operations Assets Held for Sale and Asset Impairments

TECO Coal

In September 2014, the Board of Directors ofOn Sept. 21, 2015, TECO Energy authorized management to actively pursue the sale of TECO Coal. As a result of this and other factors, the TECO Coal segment was accounted for as an asset held for sale and reported as a discontinued operation beginning in the third quarter of 2014.

On Oct. 17, 2014,Energy’s subsidiary, TECO Diversified, entered into an SPA to selland completed the sale of all of its ownership interest in TECO Coal to Cambrian Coal Corporation. On Feb. 5, 2015, theCambrian.  The SPA was amended to extend the closing date to Mar. 13, 2015 and modify thedid not provide for an up-front purchase price to $80 million, subject to working capital adjustments, pluspayment, but provides for future contingent paymentsconsideration of up to $60 million that may be paid between 2015 andyearly through 2019 depending on specifiedif certain coal benchmark prices. In 2014, the company recorded impairment charges totaling $115.9 million pretax to write down the held-for-saleprices reach certain levels. The 2015 benchmark price was not reached and no contingent consideration payment was triggered. TECO Energy retains certain deferred tax assets and personnel-related liabilities, but all other TECO Coal assets and liabilities, including working capital, asset retirement obligations and workers compensation reserves, were transferred in the transaction.  Letters of indemnity related to their implied fair value based onTECO Coal reclamation bonds will remain in effect until the price per the amended SPA less estimated costs to sell. On Mar. 12, 2015, the SPA was further amended to extend the closing date to Apr. 24, 2015. On Apr. 17, 2015, the SPA was amended again to further extend the closing date to June 5, 2015.  The closing did not occur on June 5, 2015, and the SPA was not terminatedbonds are replaced by either party.  Management continuesCambrian, which is expected to be completed in active discussions with interested parties2016 (see description of guarantees in an effortNote 10). The SPA contained customary representations, warranties and covenants (see Note 10 for description of a claim related to complete the sale; however, based on management’s assessmentSPA). The income shown for the first quarter of current market conditions and the discussions with interested parties, an additional impairment charge of $78.6 million pretax was recorded2016 in the second quartertable below reflects a refund of 2015, which includesprepaid costs.

Since the estimated selling costs associated with this transaction.  

After closing of the sale, which management expects to occur in 2015, TECO Energy willdoes not have influence over operations of TECO Coal, therefore the contingent payments are not considered to meet the definition of direct cash flows under the applicable discontinued operations FASB guidance.

All periods have been adjusted to reflect the reclassification of results from operations to discontinued operations for TECO Coal and certain charges at Parent that directly relate to the sale of TECO Coal.

The following table provides a summary of the carrying amounts of the significant assets and liabilities reported in the combined current and non-current “Assets held for sale” and “Liabilities associated with assets held for sale” line items:

Assets held for sale

 

 

 

 

 

 

 

(millions)

June 30, 2015

 

 

Dec. 31, 2014

 

Current assets

$

96.5

 

 

$

109.6

 

Property, plant and equipment, net and other long-term assets

 

0.0

 

 

 

59.8

 

Total assets held for sale

$

96.5

 

 

$

169.4

 

 

 

 

 

 

 

 

 

Liabilities associated with assets held for sale

 

 

 

 

 

 

 

(millions)

June 30, 2015

 

 

Dec. 31, 2014

 

Current liabilities

$

30.2

 

 

$

39.4

 

Long-term liabilities

 

66.3

 

 

 

65.4

 

Total liabilities associated with assets held for sale

$

96.5

 

 

$

104.8

 

TECO Guatemala

In 2012, TECO Guatemala completed the sale of its interests in the Alborada and San José power stations, and related solid fuel handling and port facilities in Guatemala. All periods presented reflect the classification of results from operations for TECO Guatemala and certain charges at Parent that directly relate to TECO Guatemala as discontinued operations. While TECO Energy and its subsidiaries no longer have assets or operations in Guatemala, its subsidiary, TECO Guatemala Holdings, LLC, has retained its rights under its arbitration claim filed against the Republic of Guatemala (see Note 10). The 2015 charges shown in the table below are legal costs associated with that claim.  Additionally, in March 2014, an indemnification provision for an uncertain tax position at TCAE that was provided for in the 2012 purchase agreement was reversed due to a favorable final decision by the highest court in Guatemala, resulting in the income from operations amount shown in the table below.

27


Combined Components of Discontinued Operations

The following table provides selected components of discontinued operations related to the sales of TECO Coal and TECO Guatemala:

 

Components of income from discontinued operations

Three months ended

 

 

Six months ended

 

 

June 30,

 

 

June 30,

 

(millions)

2015

 

 

2014

 

 

2015

 

 

2014

 

Revenues—TECO Coal

$

76.1

 

 

$

120.6

 

 

$

148.8

 

 

$

226.7

 

Income (loss) from operations—TECO Coal

 

0.5

 

 

 

0.0

 

 

 

(9.0

)

 

 

(3.8

)

Loss on impairment—TECO Coal

 

(78.6

)

 

 

0.0

 

 

 

(78.6

)

 

 

0.0

 

Income (loss) from operations—TECO Guatemala

 

0.0

 

 

 

0.0

 

 

 

(0.1

)

 

 

5.0

 

Loss from discontinued operations—TECO Coal

 

(78.1

)

 

 

0.0

 

 

 

(87.6

)

 

 

(3.8

)

Income (loss) from discontinued operations—TECO Guatemala

 

0.0

 

 

 

0.0

 

 

 

(0.1

)

 

 

5.0

 

Income (loss) from discontinued operations

 

(78.1

)

 

 

0.0

 

 

 

(87.7

)

 

 

1.2

 

Benefit from income taxes

 

(28.4

)

 

 

(0.8

)

 

 

(32.2

)

 

 

(1.3

)

Income (loss) from discontinued operations, net

$

(49.7

)

 

$

0.8

 

 

$

(55.5

)

 

$

2.5

 

Components of income from discontinued operations

Three months ended

 

 

Mar. 31,

 

(millions)

2016

 

 

2015

 

Revenues—TECO Coal

$

0.0

 

 

$

72.7

 

Loss from operations—TECO Coal

 

0.0

 

 

 

(9.5

)

Loss from operations—TECO Guatemala

 

0.0

 

 

 

(0.1

)

Income (loss) from discontinued operations—TECO Coal

 

0.2

 

 

 

(9.5

)

Loss from discontinued operations—TECO Guatemala

 

0.0

 

 

 

(0.1

)

Income (loss) from discontinued operations

 

0.2

 

 

 

(9.6

)

Provision (benefit) for income taxes

 

0.1

 

 

 

(3.8

)

Income (loss) from discontinued operations, net

$

0.1

 

 

$

(5.8

)

 

 

16. Mergers and Acquisitions

Pending Merger with Emera Inc.

On Sept. 4, 2015, TECO Energy and Emera entered into the Merger Agreement. Upon closing of the Merger, TECO Energy will become a wholly owned indirect subsidiary of Emera.

Upon the terms and subject to the conditions set forth in the Merger Agreement, which was unanimously approved and adopted by the board of directors of TECO Energy, at the effective time, Merger Sub will merge with and into TECO Energy with TECO Energy continuing as the surviving corporation.

Pursuant to the Merger Agreement, upon the closing of the Merger, which is expected to occur in the summer of 2016, each issued and outstanding share of TECO Energy common stock will be cancelled and converted automatically into the right to receive $27.55 in cash, without interest (Merger Consideration). This represents an aggregate purchase price of approximately $10.4 billion including assumption of approximately $3.9 billion of debt.

24


The closing of the Merger is subject to certain conditions, including, among others, (i) approval of TECO Energy shareholders representing a majority of the outstanding shares of TECO Energy common stock (which approval was obtained at the special meeting of shareholders held on Dec. 3, 2015), (ii) expiration or termination of the applicable Hart-Scott-Rodino Act waiting period (which expired on Feb. 5, 2016), (iii) receipt of all required regulatory approvals, including from the FERC, the NMPRC and the Committee on Foreign Investment in the United States (which, with respect to the FERC and the Committee on Foreign Investment in the United States, was obtained on Jan. 20, 2016 and Mar. 23, 2016, respectively), (iv) the absence of any law or judgment that prevents, makes illegal or prohibits the closing of the Merger, (v) the absence of any material adverse effect with respect to TECO Energy and (vi) subject to certain exceptions, the accuracy of the representations and warranties of, and compliance with covenants by, each of the parties to the Merger Agreement.

On Apr. 11, 2016, Emera and TECO Energy filed with the NMPRC an unopposed stipulation agreement reflecting a settlement reached with certain intervening parties in the acquisition case currently pending before the NMPRC for approval of the transaction.  In the stipulation, the parties state that they believe the settlement is in the public interest and have recommended approval to the NMPRC. Amongst other elements, the stipulation includes Emera’s agreement to maintain the commitments made by TECO Energy in its 2014 case relating to its acquisition of NMGC, invest in the expansion of the natural gas system to underserved communities and the Mexican border, and provide resources to support certain economic growth projects and programs.  The stipulation is subject to review and approval by the NMPRC. The NMPRC hearing to consider the acquisition is scheduled to begin in May 2016.

The Merger Agreement contains customary representations, warranties and covenants of TECO Energy, Emera and Merger Sub. The Merger Agreement contains covenants by TECO Energy, among others, that (i) TECO Energy will conduct its business in the ordinary course during the interim period between the execution of the Merger Agreement and the closing of the Merger and (ii) TECO Energy will not engage in certain transactions during such interim period. The Merger Agreement contains covenants by Emera, among others, that Emera will use its reasonable best efforts to take all actions necessary to obtain all governmental and regulatory approvals.

In addition, the Merger Agreement requires Emera (i) to maintain TECO Energy’s historic levels of community involvement and charitable contributions and support in TECO Energy’s existing service territories, (ii) to maintain TECO Energy’s headquarters in Tampa, Florida, (iii) to honor current union contracts in accordance with their terms and (iv) to provide each continuing non-union employee, for a period of two years following the closing of the Merger, with a base salary or wage rate no less favorable than, and incentive compensation and employee benefits, respectively, substantially comparable in the aggregate to those, that they received as of immediately prior to the closing.

TECO Energy is also subject to a “no shop” restriction that limits its ability to solicit alternative acquisition proposals or provide nonpublic information to, and engage in discussion with, third parties.

Either party may terminate the Merger Agreement if (i) the closing of the Merger has not occurred by Sept. 30, 2016 (subject to a 6-month extension if required to obtain necessary regulatory approvals) or (ii) a law or judgment preventing or prohibiting the closing of the Merger has become final. If the Merger Agreement is terminated under certain circumstances, including the failure to obtain required regulatory approvals, Emera must pay TECO Energy a termination fee of $326.9 million.

During the three months ended Mar. 31, 2016, TECO Energy incurred approximately $0.1 million pretax of incremental transaction-related costs, which are included in “Operations and maintenance other expense” on the Consolidated Condensed Statements of Income.

 

 

 


28



TAMPA ELECTRIC COMPANY

Consolidated Condensed Balance Sheets

Unaudited

 

Assets

June 30,

 

 

Dec. 31,

 

Mar. 31,

 

 

Dec. 31,

 

(millions)

2015

 

 

2014

 

2016

 

 

2015

 

Property, plant and equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Utility plant in service

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electric

$

7,217.1

 

 

$

7,094.8

 

$

7,328.3

 

 

$

7,270.3

 

Gas

 

1,359.0

 

 

 

1,308.9

 

 

1,419.3

 

 

 

1,398.6

 

Construction work in progress

 

633.2

 

 

 

624.2

 

 

797.0

 

 

 

771.1

 

Utility plant in service, at original costs

 

9,209.3

 

 

 

9,027.9

 

 

9,544.6

 

 

 

9,440.0

 

Accumulated depreciation

 

(2,668.8

)

 

 

(2,633.8

)

 

(2,720.3

)

 

 

(2,676.8

)

Utility plant in service, net

 

6,540.5

 

 

 

6,394.1

 

 

6,824.3

 

 

 

6,763.2

 

Other property

 

8.9

 

 

 

8.6

 

 

9.9

 

 

 

9.7

 

Total property, plant and equipment, net

 

6,549.4

 

 

 

6,402.7

 

 

6,834.2

 

 

 

6,772.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

33.9

 

 

 

10.4

 

 

28.2

 

 

 

9.1

 

Receivables, less allowance for uncollectibles of $1.5 and $1.4 at June 30, 2015

and Dec. 31, 2014, respectively

 

251.6

 

 

 

227.2

 

Receivables, less allowance for uncollectibles of $1.6 and $1.5 at Mar. 31, 2016

and Dec. 31, 2015, respectively

 

205.5

 

 

 

230.2

 

Inventories, at average cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuel

 

127.0

 

 

 

85.2

 

 

115.4

 

 

 

105.6

 

Materials and supplies

 

72.5

 

 

 

72.2

 

 

73.6

 

 

 

73.1

 

Regulatory assets

 

39.3

 

 

 

52.1

 

 

39.9

 

 

 

44.3

 

Taxes receivable from affiliate

 

0.0

 

 

 

43.3

 

 

0.0

 

 

 

61.3

 

Deferred income taxes

 

21.0

 

 

 

24.8

 

Prepayments and other current assets

 

23.6

 

 

 

17.4

 

 

17.0

 

 

 

21.5

 

Total current assets

 

568.9

 

 

 

532.6

 

 

479.6

 

 

 

545.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred debits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unamortized debt expense

 

18.7

 

 

 

16.8

 

Regulatory assets

 

316.9

 

 

 

319.6

 

 

373.1

 

 

 

373.8

 

Other

 

2.4

 

 

 

2.6

 

 

17.9

 

 

 

16.8

 

Total deferred debits

 

338.0

 

 

 

339.0

 

 

391.0

 

 

 

390.6

 

Total assets

$

7,456.3

 

 

$

7,274.3

 

$

7,704.8

 

 

$

7,708.6

 

 

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

 

 


29


 TAMPA ELECTRIC COMPANY

Consolidated Condensed Balance Sheets - continued

Unaudited

 

Liabilities and Capitalization

June 30,

 

 

Dec. 31,

 

Mar. 31,

 

 

Dec. 31,

 

(millions)

2015

 

 

2014

 

2016

 

 

2015

 

Capitalization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

$

2,160.4

 

 

$

2,130.4

 

$

2,330.4

 

 

$

2,305.4

 

Accumulated other comprehensive loss

 

(4.0

)

 

 

(7.1

)

 

(3.4

)

 

 

(3.6

)

Retained earnings

 

334.4

 

 

 

305.8

 

 

314.4

 

 

 

313.7

 

Total capital

 

2,490.8

 

 

 

2,429.1

 

 

2,641.4

 

 

 

2,615.5

 

Long-term debt

 

2,179.9

 

 

 

2,013.8

 

 

2,162.0

 

 

 

2,161.7

 

Total capitalization

 

4,670.7

 

 

 

4,442.9

 

 

4,803.4

 

 

 

4,777.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt due within one year

 

83.3

 

 

 

83.3

 

 

83.3

 

 

 

83.3

 

Notes payable

 

0.0

 

 

 

58.0

 

 

0.0

 

 

 

61.0

 

Accounts payable

 

231.4

 

 

 

242.3

 

 

174.6

 

 

 

221.6

 

Customer deposits

 

173.7

 

 

 

170.4

 

 

170.9

 

 

 

176.3

 

Regulatory liabilities

 

49.5

 

 

 

54.7

 

 

104.5

 

 

 

83.2

 

Derivative liabilities

 

24.4

 

 

 

36.6

 

 

22.2

 

 

 

24.1

 

Interest accrued

 

19.0

 

 

 

17.0

 

 

41.2

 

 

 

16.9

 

Taxes accrued

 

62.2

 

 

 

12.4

 

 

33.6

 

 

 

13.2

 

Other

 

10.0

 

 

 

10.0

 

 

10.1

 

 

 

10.2

 

Total current liabilities

 

653.5

 

 

 

684.7

 

 

640.4

 

 

 

689.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred credits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred income taxes

 

1,240.5

 

 

 

1,209.1

 

 

1,342.0

 

 

 

1,308.8

 

Investment tax credits

 

8.8

 

 

 

9.0

 

 

10.4

 

 

 

10.5

 

Derivative liabilities

 

1.9

 

 

 

6.1

 

 

0.8

 

 

 

2.1

 

Regulatory liabilities

 

604.5

 

 

 

623.4

 

 

595.5

 

 

 

603.5

 

Deferred credits and other liabilities

 

276.4

 

 

 

299.1

 

 

312.3

 

 

 

316.7

 

Total deferred credits

 

2,132.1

 

 

 

2,146.7

 

 

2,261.0

 

 

 

2,241.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (see Note 8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and capitalization

$

7,456.3

 

 

$

7,274.3

 

$

7,704.8

 

 

$

7,708.6

 

 

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

 


30


TAMPA ELECTRIC COMPANY

Consolidated Condensed Statements of Income and Comprehensive Income

Unaudited

 

Three months ended June 30,

 

Three months ended Mar. 31,

 

(millions)

2015

 

 

2014

 

2016

 

 

2015

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electric

$

532.4

 

 

$

512.7

 

$

424.2

 

 

$

450.4

 

Gas

 

92.2

 

 

 

90.6

 

 

126.8

 

 

 

121.7

 

Total revenues

 

624.6

 

 

 

603.3

 

 

551.0

 

 

 

572.1

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulated operations and maintenance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuel

 

171.8

 

 

 

169.7

 

 

115.1

 

 

 

144.1

 

Purchased power

 

19.6

 

 

 

19.9

 

 

14.4

 

 

 

17.1

 

Cost of natural gas sold

 

30.1

 

 

 

29.0

 

 

50.3

 

 

 

43.3

 

Other

 

134.3

 

 

 

126.8

 

 

121.2

 

 

 

121.8

 

Depreciation and amortization

 

78.0

 

 

 

75.1

 

 

80.9

 

 

 

76.8

 

Taxes, other than income

 

49.5

 

 

 

47.6

 

 

48.5

 

 

 

47.6

 

Total expenses

 

483.3

 

 

 

468.1

 

 

430.4

 

 

 

450.7

 

Income from operations

 

141.3

 

 

 

135.2

 

 

120.6

 

 

 

121.4

 

Other income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for other funds used during construction

 

3.7

 

 

 

2.0

 

 

5.6

 

 

 

3.8

 

Other income, net

 

1.2

 

 

 

1.1

 

 

1.3

 

 

 

1.2

 

Total other income

 

4.9

 

 

 

3.1

 

 

6.9

 

 

 

5.0

 

Interest charges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on long-term debt

 

27.8

 

 

 

26.4

 

 

29.0

 

 

 

27.7

 

Other interest

 

1.2

 

 

 

1.0

 

Interest expense

 

1.2

 

 

 

1.1

 

Allowance for borrowed funds used during construction

 

(1.8

)

 

 

(0.7

)

 

(2.7

)

 

 

(1.8

)

Total interest charges

 

27.2

 

 

 

26.7

 

 

27.5

 

 

 

27.0

 

Income before provision for income taxes

 

119.0

 

 

 

111.6

 

 

100.0

 

 

 

99.4

 

Provision for income taxes

 

43.7

 

 

 

41.9

 

 

36.7

 

 

 

36.6

 

Net income

 

75.3

 

 

 

69.7

 

 

63.3

 

 

 

62.8

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on cash flow hedges

 

2.8

 

 

 

0.0

 

 

0.2

 

 

 

0.3

 

Total other comprehensive income, net of tax

 

2.8

 

 

 

0.0

 

 

0.2

 

 

 

0.3

 

Comprehensive income

$

78.1

 

 

$

69.7

 

$

63.5

 

 

$

63.1

 

 

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

 

 



31


TAMPA ELECTRIC COMPANY

Consolidated Condensed Statements of Income and Comprehensive Income

Unaudited

 

Six  months ended June 30,

 

(millions)

2015

 

 

2014

 

Revenues

 

 

 

 

 

 

 

Electric

$

982.8

 

 

$

965.7

 

Gas

 

213.9

 

 

 

213.1

 

Total revenues

 

1,196.7

 

 

 

1,178.8

 

Expenses

 

 

 

 

 

 

 

Regulated operations and maintenance

 

 

 

 

 

 

 

Fuel

 

315.9

 

 

 

319.3

 

Purchased power

 

36.7

 

 

 

38.1

 

Cost of natural gas sold

 

73.4

 

 

 

76.2

 

Other

 

256.1

 

 

 

247.1

 

Depreciation and amortization

 

154.8

 

 

 

150.5

 

Taxes, other than income

 

97.1

 

 

 

95.0

 

Total expenses

 

934.0

 

 

 

926.2

 

Income from operations

 

262.7

 

 

 

252.6

 

Other income

 

 

 

 

 

 

 

Allowance for other funds used during construction

 

7.5

 

 

 

4.4

 

Other income, net

 

2.4

 

 

 

2.3

 

Total other income

 

9.9

 

 

 

6.7

 

Interest charges

 

 

 

 

 

 

 

Interest on long-term debt

 

55.5

 

 

 

52.1

 

Other interest

 

2.3

 

 

 

2.1

 

Allowance for borrowed funds used during construction

 

(3.6

)

 

 

(2.1

)

Total interest charges

 

54.2

 

 

 

52.1

 

Income before provision for income taxes

 

218.4

 

 

 

207.2

 

Provision for income taxes

 

80.3

 

 

 

77.7

 

Net income

 

138.1

 

 

 

129.5

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

Gain on cash flow hedges

 

3.1

 

 

 

0.2

 

Total other comprehensive income, net of tax

 

3.1

 

 

 

0.2

 

Comprehensive income

$

141.2

 

 

$

129.7

 

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

32


TAMPA ELECTRIC COMPANY

Consolidated Condensed Statements of Cash Flows

Unaudited

 

Six  months ended June 30,

 

Three months ended Mar. 31,

 

(millions)

2015

 

 

2014

 

2016

 

 

2015

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$

138.1

 

 

$

129.5

 

$

63.3

 

 

$

62.8

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

154.8

 

 

 

150.5

 

 

80.9

 

 

 

76.8

 

Deferred income taxes and investment tax credits

 

30.0

 

 

 

34.8

 

 

30.4

 

 

 

21.2

 

Allowance for funds used during construction

 

(7.5

)

 

 

(4.4

)

 

(5.6

)

 

 

(3.8

)

Deferred recovery clauses

 

(3.2

)

 

 

(14.4

)

 

27.0

 

 

 

(4.7

)

Receivables, less allowance for uncollectibles

 

(24.4

)

 

 

(29.1

)

 

24.7

 

 

 

13.5

 

Inventories

 

(42.1

)

 

 

(2.6

)

 

(10.3

)

 

 

(21.1

)

Prepayments

 

(6.2

)

 

 

(2.8

)

 

4.6

 

 

 

(5.0

)

Taxes accrued

 

93.1

 

 

 

100.5

 

 

81.7

 

 

 

72.7

 

Interest accrued

 

2.0

 

 

 

2.2

 

 

24.3

 

 

 

22.9

 

Accounts payable

 

(14.3

)

 

 

(34.3

)

 

(41.2

)

 

 

(28.3

)

Other

 

(14.9

)

 

 

(10.6

)

 

(11.6

)

 

 

(6.9

)

Cash flows from operating activities

 

305.4

 

 

 

319.3

 

 

268.2

 

 

 

200.1

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

(319.9

)

 

 

(312.7

)

 

(150.5

)

 

 

(148.8

)

Allowance for funds used during construction

 

7.5

 

 

 

4.4

 

Net proceeds from sale of assets

 

0.0

 

 

 

0.1

 

Cash flows used in investing activities

 

(312.4

)

 

 

(308.2

)

 

(150.5

)

 

 

(148.8

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

30.0

 

 

 

17.0

 

 

25.0

 

 

 

20.0

 

Proceeds from long-term debt issuance

 

251.3

 

 

 

296.6

 

Repayment of long-term debt

 

(83.3

)

 

 

(83.3

)

Net decrease in short-term debt

 

(58.0

)

 

 

(84.0

)

 

(61.0

)

 

 

(11.0

)

Dividends

 

(109.5

)

 

 

(112.0

)

 

(62.6

)

 

 

(55.7

)

Cash flows from financing activities

 

30.5

 

 

 

34.3

 

Cash flows used in financing activities

 

(98.6

)

 

 

(46.7

)

Net increase in cash and cash equivalents

 

23.5

 

 

 

45.4

 

 

19.1

 

 

 

4.6

 

Cash and cash equivalents at beginning of period

 

10.4

 

 

 

9.8

 

 

9.1

 

 

 

10.4

 

Cash and cash equivalents at end of period

$

33.9

 

 

$

55.2

 

$

28.2

 

 

$

15.0

 

Supplemental disclosure of non-cash activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in accrued capital expenditures

$

1.5

 

 

$

8.6

 

$

(4.8

)

 

$

11.4

 

 

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

 


33



 

TAMPA ELECTRIC COMPANY

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

UNAUDITED

 

1. Summary of Significant Accounting Policies

See TEC’s 20142015 Annual Report on Form 10-K for a complete discussion of accounting policies. The significant accounting policies for TEC include:

Principles of Consolidation and Basis of Presentation

TEC is a wholly owned subsidiary of TECO Energy, Inc.Energy. For the purposes of its consolidated financial reporting, TEC is comprised of the electric division, generally referred to as Tampa Electric, the natural gas division, generally referred to as PGS, and potentially the accounts of VIEs for which it is the primary beneficiary. For the periods presented, no VIEs have been consolidated (see Note 13).

Intercompany balances and intercompany transactions have been eliminated in consolidation. In the opinion of management, the unaudited consolidated condensed financial statements include all adjustments that are of a recurring nature and necessary to state fairly the financial position of TEC as of June 30, 2015Mar. 31, 2016 and Dec. 31, 2014,2015, and the results of operations and cash flows for the periods ended June 30, 2015Mar. 31, 2016 and 2014.2015. The results of operations for the three and six months ended June 30, 2015Mar. 31, 2016 are not necessarily indicative of the results that can be expected for the entire fiscal year ending Dec. 31, 2015.2016.

The use of estimates is inherent in the preparation of financial statements in accordance with U.S. GAAP. Actual results could differ from these estimates. The year-end consolidated condensed balance sheet data was derived from audited financial statements; however, this quarterly report on Form 10-Q does not include all year-end disclosures required for an annual report on Form 10-K by U.S. GAAP.

On Sept. 4, 2015, TECO Energy and Emera entered into the Merger Agreement. Upon closing, TECO Energy will become a wholly owned indirect subsidiary of Emera. See Note 14 for further information.

Revenues

As of June 30, 2015Mar. 31, 2016 and Dec. 31, 2014,2015, unbilled revenues of $60.3$56.8 million and $49.3$53.7 million, respectively, are included in the “Receivables” line item on the Consolidated Condensed Balance Sheets.

Accounting for Excise Taxes, Franchise Fees and Gross Receipts

Tampa Electric and PGS are allowed to recover certain costs from customers on a dollar-per-dollar basis through prices approved by the FPSC. The amounts included in customers’ bills for franchise fees and gross receipt taxes are included as revenues on the Consolidated Condensed Statements of Income. Franchise fees and gross receipt taxes payable by Tampa Electric and PGS are included as an expense on the Consolidated Condensed Statements of Income in “Taxes, other than income”. These amounts totaled $29.3$27.9 million and $56.6$27.4 million respectively, for the three and six months ended June 30,Mar. 31, 2016 and 2015, compared to $27.8 million and $55.0 million, respectively, for the three and six months ended June 30, 2014.respectively.

 

2. New Accounting Pronouncements

Change in Accounting Policy

Presentation of Debt Issuance Costs

In April 2015, the FASB issued guidance regarding the presentation of debt issuance costs on the balance sheet. Under the new guidance, an entity is required to present debt issuance costs as a direct deduction from the carrying amount of the related debt liability rather than as a deferred charge (i.e., as an asset) under current guidance. In August 2015, the FASB amended the guidance to include an SEC staff announcement that it will not object to a company presenting debt issuance costs related to line-of-credit arrangements as an asset, regardless of whether a balance is outstanding. This guidance became effective for TEC beginning in 2016 and is required to be applied on a retrospective basis for all periods presented. As of Mar. 31, 2016 and Dec. 31, 2015, TEC classified $17.9 million and $18.1 million, respectively, of debt issuance costs, which do not include costs for line-of-credit arrangements, as a deduction in the “Long-term debt, less amount due within one year” line item on the company’s Consolidated Condensed Balance Sheet (previously classified as an asset in the “Unamortized debt expense” line item). The guidance did not affect TEC’s results of operations or cash flows.


Future Accounting Pronouncements

Revenue from Contracts with Customers

In May 2014, the FASB issued guidance regarding the accounting for revenue from contracts with customers. The standard is principle-based and provides a five-step model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In addition, the guidance will require additional disclosures regarding the nature, amount, timing and uncertainty of revenue arising from contracts with customers. This guidance will be effective for TEC beginning in 2018, with early adoption permitted in 2017, and will allow for either full retrospective adoption or modified retrospective adoption. TEC expects to adopt this guidance effective Jan. 1, 2018, and is currently evaluatingcontinuing to evaluate the available adoption methods and the impact of the adoption of this guidance on its financial statements, but does not expect the impact to be significant.

Presentation

Recognition and Measurement of Debt Issuance CostsFinancial Assets and Financial Liabilities

In April 2015,January 2016, the FASB issued guidance related to accounting for financial instruments, including equity investments, financial liabilities under the fair value option, valuation allowances for available-for-sale debt securities, and the presentation and disclosure requirements for financial instruments. TEC does not have equity investments or available-for-sale debt securities and it does not record financial liabilities under the fair value option. However, it is evaluating the impact of the adoption of this guidance on its financial statement disclosures, including those regarding the fair value of its long-term debt, but it does not expect the impact to be significant. The guidance will be effective for TEC beginning in 2018.

Leases

In February 2016, the FASB issued guidance regarding the presentationaccounting for leases. The objective is to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet for leases with a lease term of debt issuance costsmore than 12 months. Under the existing guidance, operating leases are not recorded as lease assets and lease liabilities on the balance sheet. Under the newRecognition of expenses for both operating and finance leases will be similar to existing guidance an entity is required to present debt issuance costsand as a direct deduction fromresult is expected to limit the carrying amountimpact of the related debt liability rather than as a deferred charge (i.e., as an asset) under current guidance.changes on the income statement and statement of cash flows. In addition, the guidance will require additional disclosures regarding key information about leasing arrangements. This guidance will be effective for TEC beginning in 20162019, with early adoption permitted, and will be required to be applied using a modified retrospective approach. TEC is currently evaluating the impacts of the adoption of the guidance on a retrospective basis for all periods presented. As of June 30, 2015, $18.7 million of debt issuance costs are included in “Deferred debits” on TEC’s Consolidated Condensed Balance Sheet.its financial statements.

34


Disclosure of Investments Using Net Asset ValueDerivative Contract Novations

In May 2015,March 2016, the FASB issued guidance statingclarifying that investments for which fair value is measured using the NAV per share practical expedient should not be categorizeda change in the fair value hierarchy but should becounterparty to a derivative contract, in and of itself, does not require the dedesignation of a hedging relationship provided to reconcile to total investments on the balance sheet. In addition, the guidance clarifies that a plan sponsor’s pension assets are eligibleall other hedge accounting criteria continue to be measured at NAV as a practical expedient and that those investments should also not be categorized in the fair value hierarchy. TECO Energy’s pension plan has such investments as disclosed in Note 5 of TEC’s 2014 Annual Report on Form 10-K. This standard will bemet. The guidance is effective for TEC beginning in 20162017, with early adoption permitted, and will be required tomay be applied on a prospective or modified retrospective basis for all periods presented.basis. The guidance will not affect TEC’s current financial statements. However, TEC is considering adoptingwill assess the standard for its 2015 fiscal year, as early adoption is permitted.impact of this guidance on future derivative contract novations, if any.

 

3. Regulatory

Tampa Electric’s and PGS’s retail businesses are regulated by the FPSC. Tampa Electric is also subject to regulation by the FERC. The operations of PGS are regulated by the FPSC separately from the operations of Tampa Electric. The FPSC has jurisdiction over rates, service, issuance of securities, safety, accounting and depreciation practices and other matters. In general, the FPSC sets rates at a level that allows utilities such as Tampa Electric and PGS to collect total revenues (revenue requirement) equal to their cost of providing service, plus a reasonable return on invested capital.

Regulatory Assets and Liabilities

Tampa Electric and PGS apply the accounting standards for regulated operations. Areas of applicability include: deferral of revenues under approved regulatory agreements; revenue recognition resulting from cost-recovery clauses that provide for monthly billing charges to reflect increases or decreases in fuel, purchased power, conservation and environmental costs; the deferral of costs as regulatory assets to the period in which the regulatory agency recognizes them when cost recovery is ordered over a period longer than a fiscal year; and the advance recovery of expenditures for approved costs such as future storm damage or the future removal of property. All regulatory assets are recovered through the regulatory process.

Details of the regulatory assets and liabilities as of June 30, 2015Mar. 31, 2016 and Dec. 31, 20142015 are presented in the following table:


 

Regulatory Assets and Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(millions)

June 30, 2015

 

 

Dec. 31, 2014

 

Mar. 31, 2016

 

 

Dec. 31, 2015

 

Regulatory assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory tax asset (1)

$

71.7

 

 

$

69.2

 

$

77.0

 

 

$

74.6

 

Other:

 

 

 

 

 

 

 

Cost-recovery clauses

 

27.0

 

 

 

43.6

 

Postretirement benefit asset (2)

 

183.1

 

 

 

187.8

 

Deferred bond refinancing costs (3)

 

6.8

 

 

 

7.2

 

Environmental remediation

 

52.5

 

 

 

53.1

 

Cost-recovery clauses - deferred balances (2)

 

0.0

 

 

 

5.2

 

Cost-recovery clauses - offsets to derivative liabilities (2)

 

25.9

 

 

 

26.2

 

Environmental remediation (3)

 

54.4

 

 

 

54.0

 

Postretirement benefits (4)

 

236.4

 

 

 

238.3

 

Deferred bond refinancing costs (5)

 

6.2

 

 

 

6.5

 

Competitive rate adjustment(2)

 

2.5

 

 

 

2.8

 

 

2.5

 

 

 

2.6

 

Other

 

12.6

 

 

 

8.0

 

 

10.6

 

 

 

10.7

 

Total other regulatory assets

 

284.5

 

 

 

302.5

 

Total regulatory assets

 

356.2

 

 

 

371.7

 

 

413.0

 

 

 

418.1

 

Less: Current portion

 

39.3

 

 

 

52.1

 

 

39.9

 

 

 

44.3

 

Long-term regulatory assets

$

316.9

 

 

$

319.6

 

$

373.1

 

 

$

373.8

 

Regulatory liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory tax liability (1)

$

4.6

 

 

$

5.1

 

Other:

 

 

 

 

 

 

 

Cost-recovery clauses

 

20.2

 

 

 

23.5

 

Regulatory tax liability

$

5.6

 

 

$

5.7

 

Cost-recovery clauses (2)

 

76.1

 

 

 

54.2

 

Transmission and delivery storm reserve

 

56.1

 

 

 

56.1

 

 

56.1

 

 

 

56.1

 

Deferred gain on property sales (4)

 

0.2

 

 

 

0.8

 

Accumulated reserve - cost of removal

 

572.3

 

 

 

591.5

 

Provision for stipulation and other

 

0.6

 

 

 

1.1

 

Total other regulatory liabilities

 

649.4

 

 

 

673.0

 

Accumulated reserve - cost of removal (6)

 

561.7

 

 

 

570.0

 

Other

 

0.5

 

 

 

0.7

 

Total regulatory liabilities

 

654.0

 

 

 

678.1

 

 

700.0

 

 

 

686.7

 

Less: Current portion

 

49.5

 

 

 

54.7

 

 

104.5

 

 

 

83.2

 

Long-term regulatory liabilities

$

604.5

 

 

$

623.4

 

$

595.5

 

 

$

603.5

 

(1)

PrimarilyThe regulatory tax asset is primarily associated with the depreciation and recovery of AFUDC-equity. This asset does not earn a return but rather is included in capital structure, which is used in the calculation of the weighted cost of capital used to determine revenue requirements. It will be recovered over the expected life of the related to plant life and derivative positions.assets.

(2)

Amortized over the remaining service life of plan participants.

35


(3)

Amortized over the term of theThese assets and liabilities are related debt instruments.

(4)

Amortized over a 5-year period with various ending dates.

All regulatory assetsto FPSC clauses and riders. They are recovered through the regulatory process. The following table further details the regulatory assets and the related recovery periods:

Regulatory Assets

 

 

 

 

 

 

 

 

June 30,

 

 

Dec. 31,

 

(millions)

2015

 

 

2014

 

Clause recoverable (1)

$

29.5

 

 

$

46.4

 

Components of rate base (2)

 

186.5

 

 

 

191.0

 

Regulatory tax assets (3)

 

71.7

 

 

 

69.2

 

Capital structure and other (3)

 

68.5

 

 

 

65.1

 

Total

$

356.2

 

 

$

371.7

 

(1)

To be recovered or refunded through cost-recovery mechanisms approved by the FPSC on a dollar-for-dollar basis in the next year. In the case of the regulatory asset related to derivative liabilities, recovery occurs in the year following the settlement of the derivative position.

(2)(3)

Primarily reflects allowed working capital, whichThis asset is related to costs associated with environmental remediation primarily at manufactured gas plant sites. The balance is included in rate base, partially offsetting the related liability, and earns a rate of return as permitted by the FPSC. The timing of recovery is impacted by the timing of the expenditures related to remediation.

(4)

This asset is related to the deferred costs of postretirement benefits. It is included in rate base and earns a rate of return as permitted by the FPSC. It is amortized over the remaining service life of plan participants.

(3)(5)

“Regulatory tax assets” and “CapitalThis asset represents the past costs associated with refinancing debt. It does not earn a return but rather is included in capital structure, and other” regulatory assets, including environmental remediation, have a recoverable period longer than a fiscal year and are recognized overwhich is used in the period authorized bycalculation of the regulatory agency. Also included are unamortized loan costs, which areweighted cost of capital used to determine revenue requirements. It will be amortized over the lifeterm of the related debt instruments. See footnotes 1 and 2

(6)

This item represents the non-ARO cost of removal in the prior tableaccumulated reserve for additional information.depreciation.

 

4. Income Taxes

 

TEC is included in the filing of a consolidated federal income tax return with TECO Energy and its affiliates. TEC’s income tax expense is based upon a separate return computation. TEC’s effective tax rates for the sixthree months ended June 30,Mar. 31, 2016 and 2015 and 2014 differ from the statutory rate principally due to state income taxes, the domestic activity production deduction and the AFUDC-equity.

The IRS concluded its examination of TECO Energy’s 20132014 consolidated federal income tax return in JanuaryDecember 2015. The U.S. federal statute of limitations remains open for the year 20112012 and forward. Years 20142015 and 20152016 are currently under examination by the IRS under its Compliance Assurance Program. TECO Energy does not expect the results of current IRS examinations to significantly change the total amount of unrecognized tax benefits by the end of 2015. Florida’s statute of limitations is three years from the filing of an income tax return. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. Years still open to examination by Florida’s tax authorities include 2005 and forward as a result of TECO Energy’s consolidated Florida net operating loss still being utilized. TEC does not expect the settlement of audit examinations to significantly change the total amount of unrecognized tax benefits by the end of 2016.

 


5. Employee Postretirement Benefits

TEC is a participant in the comprehensive retirement plans of TECO Energy. Amounts allocable to all participants of the TECO Energy retirement plans are found in Note 5, Employee Postretirement Benefits, in the TECO Energy Inc. Notes to Consolidated Condensed Financial Statements. TEC’s portion of the net pension expense for the three months ended June 30,Mar. 31, 2016 and 2015, and 2014, respectively, was $4.2$2.9 million and $3.9$2.6 million for pension benefits, and $1.5 million and $2.6 million for other postretirement benefits. TEC’s portion of the net pension expense for the six months ended June 30, 2015 and 2014, respectively, was $6.8 million and $7.7 million for pension benefits, and $2.9 million and $5.2$1.4 million for other postretirement benefits.

For the fiscal 20152016 plan year, TECO Energy assumed a long-term EROA of 7.00% and a discount rate of 4.256%4.685%.  For the Jan. 1, 20152016 measurement of TECO Energy’s other postretirement benefits, TECO Energy used a discount rate of 4.206%4.667%. Additionally, TECO Energy made contributions of $24.5$4.7 million and $26.5$14.9 million to its pension plan in the sixthree months ended June 30,Mar. 31, 2016 and 2015, and 2014, respectively. TEC’s portion of the contributions was $18.5$3.9 million and $21.5$11.0 million, respectively.

Included in the benefit expenses discussed above, for the three and six months ended June 30,Mar. 31, 2016 and 2015, TEC reclassified $2.8$2.0 million and $4.7$1.9 million, respectively, of unamortized prior service benefit and actuarial losses from regulatory assets to net income, compared with $2.7 million and $5.2 million for the three and six months ended June 30, 2014, respectively.income.

36


 

6. Short-Term Debt

At June 30, 2015Mar. 31, 2016 and Dec. 31, 2014,2015, the following credit facilities and related borrowings existed:

 

Credit Facilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2015

 

 

Dec. 31, 2014

 

Mar. 31, 2016

 

 

Dec. 31, 2015

 

 

 

 

 

 

 

 

 

Letters

 

 

 

 

 

 

 

 

 

 

Letters

 

 

 

 

 

 

 

 

 

Letters

 

 

 

 

 

 

 

 

 

 

Letters

 

Credit

 

 

Borrowings

 

 

of Credit

 

 

Credit

 

 

Borrowings

 

 

of Credit

 

Credit

 

 

Borrowings

 

 

of Credit

 

 

Credit

 

 

Borrowings

 

 

of Credit

 

(millions)

Facilities

 

 

Outstanding (1)

 

 

Outstanding

 

 

Facilities

 

 

Outstanding (1)

 

 

Outstanding

 

Facilities

 

 

Outstanding (1)

 

 

Outstanding

 

 

Facilities

 

 

Outstanding (1)

 

 

Outstanding

 

Tampa Electric Company:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5-year facility (2)

$

325.0

 

 

$

0.0

 

 

$

0.6

 

 

$

325.0

 

 

$

12.0

 

 

$

0.6

 

$

325.0

 

 

$

0.0

 

 

$

0.5

 

 

$

325.0

 

 

$

0.0

 

 

$

0.5

 

3-year accounts

receivable facility (3)

 

150.0

 

 

 

0.0

 

 

 

0.0

 

 

 

150.0

 

 

 

46.0

 

 

 

0.0

 

 

150.0

 

 

 

0.0

 

 

 

0.0

 

 

 

150.0

 

 

 

61.0

 

 

 

0.0

 

Total

$

475.0

 

 

$

0.0

 

 

$

0.6

 

 

$

475.0

 

 

$

58.0

 

 

$

0.6

 

$

475.0

 

 

$

0.0

 

 

$

0.5

 

 

$

475.0

 

 

$

61.0

 

 

$

0.5

 

(1)

Borrowings outstanding are reported as notes payable.

(2)

This 5-year facility matures Dec. 17, 2018.

(3)

Prior to Mar. 24, 2015, this was a 1-year facility. This 3-year facility matures Mar. 23, 2018.

At June 30, 2015,Mar. 31, 2016, these credit facilities required commitment fees ranging from 12.5 to 30.0 basis points. The weighted-average interest rate on outstanding amounts payable under the credit facilities at June 30, 2015Mar. 31, 2016 and Dec. 31, 20142015 was 0.6%1.0% and 0.7%0.89%, respectively.

Tampa Electric Company Accounts Receivable Facility

On Mar. 24, 2015, TEC and TRC amended and restated their $150 million accounts receivable collateralized borrowing facility in order to (i) appoint The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (BTMU), as Program Agent, replacing the previous Program Agent, Citibank, N.A., (ii) add new lenders, and (iii) extend the scheduled termination date from Apr. 14, 2015 to Mar. 23, 2018, by entering into (a) an Amended and Restated Purchase and Contribution Agreement dated as of Mar. 24, 2015 between TEC and TRC and (b) a Loan and Servicing Agreement dated as of Mar. 24, 2015, among TEC as Servicer, TRC as Borrower, certain lenders named therein and BTMU, as Program Agent (the Loan Agreement). Under the terms of the Loan Agreement, TEC has pledged as collateral a pool of receivables equal to the borrowings outstanding in the case of default. TEC continues to service, administer and collect the pledged receivables, which are classified as receivables on the balance sheet. As of June 30, 2015, TEC was in compliance with the requirements of the agreement.  

 

 

7. Long-Term Debt

Fair Value of Long-Term Debt

At June 30,Mar. 31, 2016, TEC’s total long-term debt had a carrying amount of $2,245.3 million and an estimated fair market value of $2,483.1 million. At Dec. 31, 2015, TEC’s total long-term debt had a carrying amount of $2,263.2$2,245.0 million and an estimated fair market value of $2,479.6 million. At Dec. 31, 2014, TEC’s total long-term debt had a carrying amount of $2,097.1 million and an estimated fair market value of $2,372.2$2,433.3 million. TEC uses the market approach in determining fair value. The majority of the outstanding debt is valued using real-time financial market data obtained from Bloomberg Professional Service. The remaining securities are valued using prices obtained from the Municipal Securities Rulemaking Board and by applying estimated credit spreads obtained from a third party to the par value of the security. All debt securities are Level 2 instruments.instruments (see Note 11 for information regarding the fair value hierarchy).

IssuancePurchase in Lieu of TEC 4.20% Notes due 2045Redemption of Revenue Refunding Bonds

On May 20, 2015, TEC completed an offering of $250Mar. 19, 2008, the HCIDA remarketed $86.0 million aggregate principal amount of 4.20% Notes due May 15, 2045HCIDA Pollution Control Revenue Refunding Bonds, Series 2006 (Non-AMT) (the Notes).  The Notes were sold at 99.814% of par. The offering resultedSeries 2006 HCIDA Bonds) in net proceedsa term-rate mode pursuant to TEC (after deducting underwriting discounts, commissions, estimated offering expenses and before settlement of interest rate swaps) of approximately $246.8 million. Net proceeds were used to repay short-term debt and for general corporate purposes. Until Nov. 15, 2044, TEC may redeem all or any partthe terms of the Notes at its option at any timeLoan and from time to timeTrust agreement governing those bonds. The Series 2006 HCIDA Bonds bore interest at a term rate of 5.00% per annum from Mar. 19, 2008 to Mar. 15, 2012. On Mar. 15, 2012, TEC purchased in lieu of redemption price equalthe Series 2006 HCIDA Bonds. The Series 2006 HCIDA Bonds bore interest at a term rate of 1.875% per annum from Mar. 15, 2012 to Mar. 15, 2016. On Mar. 15, 2016, pursuant to the greater of (i) 100%terms of the principal amountLoan and Trust Agreement governing the Series 2006 HCIDA Bonds, a mandatory tender occurred and a term rate of Notes2.00% per annum will apply from Mar. 15, 2016 to be redeemed or (ii)Mar. 15, 2020. The 2016 mandatory tender did not impact the sumConsolidated Condensed Balance Sheet. TEC is


responsible for payment of the present value ofinterest and principal associated with the remaining payments ofSeries 2006 HCIDA Bonds. Regularly scheduled principal and interest on the Notes to be redeemed, discounted at an applicable treasury rate (as defined in the indenture), plus 20 basis points; in either case, the redemption price would include accrued and unpaid interest to the redemption date.  At any time on or after Nov. 15, 2044, TEC may, at its option, redeem the Notes, in whole or in part, at 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to but excluding the date of redemption.when due, are insured by Ambac Assurance Corporation.

 

As of Mar. 31, 2016, $232.6 million of bonds purchased in lieu of redemption, including the series 2006 HCIDA Bonds described above, were held by the trustee at the direction of TEC to provide an opportunity to evaluate refinancing alternatives.

37


 

8. Commitments and Contingencies

Legal Contingencies

From time to time, TEC and its subsidiaries are involved in various legal, tax and regulatory proceedings before various courts, regulatory commissions and governmental agencies in the ordinary course of its business. Where appropriate, accruals are made in accordance with accounting standards for contingencies to provide for matters that are probable of resulting in an estimable loss. The company believes the claims in the pending actions described below are without merit and intends to defend the matters vigorously. The company is unable at this time to estimate the possible loss or range of loss with respect to these matters. While the outcome of such proceedings is uncertain, management does not believe that their ultimate resolution will have a material adverse effect on the company’s results of operations, financial condition or cash flows.

Tampa Electric Legal Proceedings

A thirty-six year old man died from mesothelioma in March 2014. His estate and his family are suing Tampa Electric as a result. The man allegedly suffered exposure to asbestos dust brought home by his father and grandfather, both of whom had been employed as insulators and worked at various job sites throughout the Tampa area. Plaintiff’s case against Tampa Electric and fourteen other defendants alleges, among other things, negligence, strict liability, household exposure, loss of consortium, and wrongful death. This case is scheduled for trial in the fall of 2015.

A thirty-three year old man made contact with a primary line in June 2013, suffering severe burns. He and his wife are suing Tampa Electric as a result. The man apparently made contact with the line as he was attempting to trim a tree at a local residence.  Plaintiffs' case against Tampa Electric alleges, among other things, negligence and loss of consortium.  Discovery is currently ongoing in the case.

Peoples Gas Legal Proceedings

In November 2010, heavy equipment operated at a road construction site being conducted by Posen Construction, Inc. struck a natural gas line causing a rupture and ignition of the gas and an outage in the natural gas service to Lee and Collier counties, Florida.  PGS filed suit in April 2011 against Posen Construction, Inc. in Federal Court for the Middle District of Florida to recover damages for repair and restoration relating to the incident and Posen Construction, Inc. counter-claimed against PGS alleging negligence. In the first quarter of 2014, the parties entered into a settlement agreement that resolves the claims of the parties. In addition, the suit filed in November 2011 by the Posen Construction, Inc. employee operating the heavy equipment involved in the incident in Lee County Circuit Court against PGS and a PGS contractor involved in the project, seeking damages for his injuries, remains pending, with a trial currently scheduledexpected in October 2016.

PGS Compliance Matter

          In 2015, FPSC staff presented PGS with a summary of alleged safety rule violations, many of which were identified during PGS’ implementation of an action plan it instituted as a result of audit findings cited by FPSC audit staff in 2013. Following the 2013 audit and 2015 discussions with FPSC staff, PGS took immediate and significant corrective actions. The FPSC audit staff published a follow-up audit report that acknowledged the progress that had been made and found that further improvements were needed.  As a result of this report, the Office of Public Counsel (OPC) filed a petition with the FPSC pointing to the violations of rules for safety inspections seeking fines or possible refunds to customers by PGS. On Feb. 25, 2016, the fourth quarterFPSC staff issued a notice informing PGS that the staff would be making a recommendation to the FPSC to initiate a show cause proceeding against PGS for alleged safety rule violations, with total potential penalties of 2015.up to $3.9 million. On Apr. 18, 2016, PGS reached a settlement regarding this matter with the OPC and FPSC staff and agreed to pay a $1 million civil penalty and customer refunds of $2 million. The FPSC approved the settlement agreement on May 5, 2016.

Superfund and Former Manufactured Gas Plant Sites

TEC, through its Tampa Electric and Peoples Gas divisions, is a PRP for certain superfund sites and, through its Peoples Gas division, for certain former manufactured gas plant sites. While the joint and several liability associated with these sites presents the potential for significant response costs, as of June 30, 2015,Mar. 31, 2016, TEC has estimated its ultimate financial liability to be $33.3$33.9 million, primarily at PGS. This amount has been accrued and is primarily reflected in the long-term liability section under “Deferred credits and other liabilities” on the Consolidated Condensed Balance Sheets. The environmental remediation costs associated with these sites, which are expected to be paid over many years, are not expected to have a significant impact on customer rates.

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

In instances where other PRPs are involved, most of those PRPs are creditworthy and are likely to continue to be creditworthy for the duration of the remediation work. However, in those instances that they are not, TEC could be liable for more than TEC’s actual percentage of the remediation costs.

Factors that could impact these estimates include the ability of other PRPs to pay their pro-rata portion of the cleanup costs, additional testing and investigation which could expand the scope of the cleanup activities, additional liability that might arise from


the cleanup activities themselves or changes in laws or regulations that could require additional remediation. Under current regulations, these costs are recoverable through customer rates established in subsequent base rate proceedings.

38


Guarantees and Letters of Credit

A summary of the face amount or maximum theoretical obligation under TEC’s letters of credit as of June 30, 2015Mar. 31, 2016 is as follows:

 

Letters of Credit - Tampa Electric Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(millions)

 

 

 

 

 

 

 

 

After (1)

 

 

 

 

 

 

Liabilities Recognized

 

 

 

 

 

 

 

 

 

After (1)

 

 

 

 

 

 

Liabilities Recognized

 

Letters of Credit for the Benefit of:

2015

 

 

2016-2019

 

 

2019

 

 

Total

 

 

at June 30, 2015

 

2016

 

 

2017-2020

 

 

2020

 

 

Total

 

 

at Mar. 31, 2016

 

TEC (2)

$

0.0

 

 

$

0.0

 

 

$

0.6

 

 

$

0.6

 

 

$

0.1

 

$

0.0

 

 

$

0.0

 

 

$

0.5

 

 

$

0.5

 

 

$

0.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) These letters of credit renew annually and are shown on the basis that they will continue to renew beyond 2019.

 

(2) The amounts shown are the maximum theoretical amounts guaranteed under current agreements. Liabilities recognized represent the associated obligation under these agreements at June 30, 2015. The obligations under these letters of credit include certain accrued injuries and damages when a letter of credit covers the failure to pay these claims.

 

(1) These letters of credit renew annually and are shown on the basis that they will continue to renew beyond 2020.

(1) These letters of credit renew annually and are shown on the basis that they will continue to renew beyond 2020.

 

(2) The amounts shown are the maximum theoretical amounts guaranteed under current agreements. Liabilities recognized represent the associated obligation under these agreements at Mar. 31, 2016. The obligations under these letters of credit include certain accrued injuries and damages when a letter of credit covers the failure to pay these claims.

(2) The amounts shown are the maximum theoretical amounts guaranteed under current agreements. Liabilities recognized represent the associated obligation under these agreements at Mar. 31, 2016. The obligations under these letters of credit include certain accrued injuries and damages when a letter of credit covers the failure to pay these claims.

 

 

Financial Covenants

In order to utilize its bank credit facilities, TEC must meet certain financial tests, including a debt to capital ratio, as defined in the applicable agreements. In addition, TEC has certain restrictive covenants in specific agreements and debt instruments. At June 30, 2015,Mar. 31, 2016, TEC was in compliance with all applicable financial covenants.

 

39


9. Segment Information

 

 

(millions)

Tampa

 

 

Peoples

 

 

 

 

 

 

Tampa Electric

 

Tampa

 

 

 

 

 

 

 

 

 

 

Tampa Electric

 

Three months ended June 30,

Electric

 

 

Gas

 

 

Eliminations

 

 

Company

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended Mar. 31,

Electric

 

 

PGS

 

 

Eliminations

 

 

Company

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues - external

$

532.4

 

 

$

92.2

 

 

$

0.0

 

 

$

624.6

 

$

424.2

 

 

$

126.8

 

 

$

0.0

 

 

$

551.0

 

Sales to affiliates

 

0.0

 

 

 

1.3

 

 

 

(1.3

)

 

 

0.0

 

Intracompany sales

 

0.3

 

 

 

4.4

 

 

 

(4.7

)

 

 

0.0

 

Total revenues

 

532.4

 

 

 

93.5

 

 

 

(1.3

)

 

 

624.6

 

 

424.5

 

 

 

131.2

 

 

 

(4.7

)

 

 

551.0

 

Depreciation and amortization

 

64.0

 

 

 

14.0

 

 

 

0.0

 

 

 

78.0

 

 

66.1

 

 

 

14.8

 

 

 

0.0

 

 

 

80.9

 

Total interest charges

 

23.6

 

 

 

3.6

 

 

 

0.0

 

 

 

27.2

 

 

23.8

 

 

 

3.7

 

 

 

0.0

 

 

 

27.5

 

Provision for income taxes

 

38.9

 

 

 

4.8

 

 

 

0.0

 

 

 

43.7

 

 

27.8

 

 

 

8.9

 

 

 

0.0

 

 

 

36.7

 

Net income

 

67.7

 

 

 

7.6

 

 

 

0.0

 

 

 

75.3

 

$

50.2

 

 

$

13.1

 

 

$

0.0

 

 

$

63.3

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues - external

$

512.6

 

 

$

90.7

 

 

$

0.0

 

 

$

603.3

 

$

450.4

 

 

$

121.7

 

 

$

0.0

 

 

$

572.1

 

Sales to affiliates

 

0.1

 

 

 

0.4

 

 

 

(0.5

)

 

 

0.0

 

Intracompany sales

 

0.2

 

 

 

1.2

 

 

 

(1.4

)

 

 

0.0

 

Total revenues

 

512.7

 

 

 

91.1

 

 

 

(0.5

)

 

 

603.3

 

 

450.6

 

 

 

122.9

 

 

 

(1.4

)

 

 

572.1

 

Depreciation and amortization

 

61.7

 

 

 

13.4

 

 

 

0.0

 

 

 

75.1

 

 

62.9

 

 

 

13.9

 

 

 

0.0

 

 

 

76.8

 

Total interest charges

 

23.3

 

 

 

3.4

 

 

 

0.0

 

 

 

26.7

 

 

23.5

 

 

 

3.5

 

 

 

0.0

 

 

 

27.0

 

Provision for income taxes

 

37.1

 

 

 

4.8

 

 

 

0.0

 

 

 

41.9

 

 

27.4

 

 

 

9.2

 

 

 

0.0

 

 

 

36.6

 

Net income

$

62.2

 

 

$

7.5

 

 

$

0.0

 

 

$

69.7

 

$

48.2

 

 

$

14.6

 

 

$

0.0

 

 

$

62.8

 

Six months ended June 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues - external

$

982.8

 

 

$

213.9

 

 

$

0.0

 

 

$

1,196.7

 

Sales to affiliates

 

0.2

 

 

 

2.5

 

 

 

(2.7

)

 

 

0.0

 

Total revenues

 

983.0

 

 

 

216.4

 

 

 

(2.7

)

 

 

1,196.7

 

Depreciation and amortization

 

126.9

 

 

 

27.9

 

 

 

0.0

 

 

 

154.8

 

Total interest charges

 

47.1

 

 

 

7.1

 

 

 

0.0

 

 

 

54.2

 

Provision for income taxes

 

66.3

 

 

 

14.0

 

 

 

0.0

 

 

 

80.3

 

Net income

$

115.9

 

 

$

22.2

 

 

$

0.0

 

 

$

138.1

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues - external

$

965.7

 

 

$

213.1

 

 

$

0.0

 

 

$

1,178.8

 

Sales to affiliates

 

0.2

 

 

 

0.6

 

 

 

(0.8

)

 

 

0.0

 

Total revenues

 

965.9

 

 

 

213.7

 

 

 

(0.8

)

 

 

1,178.8

 

Depreciation and amortization

 

123.8

 

 

 

26.7

 

 

 

0.0

 

 

 

150.5

 

Total interest charges

 

45.3

 

 

 

6.8

 

 

 

0.0

 

 

 

52.1

 

Provision for income taxes

 

63.7

 

 

 

14.0

 

 

 

0.0

 

 

 

77.7

 

Net income

$

107.4

 

 

$

22.1

 

 

$

0.0

 

 

$

129.5

 

Total assets at June 30, 2015

$

6,406.3

 

 

$

1,055.7

 

 

$

(5.7

)

 

$

7,456.3

 

Total assets at Dec. 31, 2014

 

6,234.4

 

 

 

1,047.0

 

 

 

(7.1

)

 

 

7,274.3

 

Total assets at Mar. 31, 2016

$

6,600.4

 

 

$

1,109.6

 

 

$

(5.2

)

 

$

7,704.8

 

Total assets at Dec. 31, 2015 (1)

 

6,620.2

 

 

 

1,097.7

 

 

 

(9.3

)

 

 

7,708.6

 

 

(1)

Certain prior year amounts have been reclassified to conform to current year presentation.

 

10. Accounting for Derivative Instruments and Hedging Activities

From time to time, TEC enters into futures, forwards, swaps and option contracts for the following purposes:

·

To limit the exposure to price fluctuations for physical purchases and sales of natural gas in the course of normal operations, and

·

To limit the exposure to interest rate fluctuations on debt securities.


TEC uses derivatives only to reduce normal operating and market risks, not for speculative purposes. TEC’s primary objective in using derivative instruments for regulated operations is to reduce the impact of market price volatility on ratepayers.

The risk management policies adopted by TEC provide a framework through which management monitors various risk exposures. Daily and periodic reporting of positions and other relevant metrics are performed by a centralized risk management group, which is independent of all operating companies.

TEC applies the accounting standards for derivative instruments and hedging activities. These standards require companies to

40


recognize derivatives as either assets or liabilities in the financial statements, to measure those instruments at fair value and to reflect the changes in the fair value of those instruments as either components of OCI or in net income, depending on the designation of those instruments (see Note 11). The changes in fair value that are recorded in OCI are not immediately recognized in current net income. As the underlying hedged transaction matures or the physical commodity is delivered, the deferred gain or loss on the related hedging instrument must be reclassified from OCI to earnings based on its value at the time of the instrument’s settlement. For effective hedge transactions, the amount reclassified from OCI to earnings is offset in net income by the market change of the amount paid or received on the underlying physical transaction.

TEC applies the accounting standards for regulated operations to financial instruments used to hedge the purchase of natural gas for its regulated companies. These standards, in accordance with the FPSC, permit the changes in fair value of natural gas derivatives to be recorded as regulatory assets or liabilities reflecting the impact of hedging activities on the fuel recovery clause. As a result, these changes are not recorded in OCI (see Note 3).

TEC’s physical contracts qualify for the NPNS exception to derivative accounting rules, provided they meet certain criteria. Generally, NPNS applies if TEC deems the counterparty creditworthy, if the counterparty owns or controls resources within the proximity to allow for physical delivery of the commodity, if TEC intends to receive physical delivery and if the transaction is reasonable in relation to TEC’s business needs. As of June 30, 2015,Mar. 31, 2016, all of TEC’s physical contracts qualify for the NPNS exception.

The derivatives that are designated as cash flow hedges at June 30, 2015Mar. 31, 2016 and Dec. 31, 20142015 are reflected on TEC’s Consolidated Condensed Balance Sheets and classified accordingly as current and long-term assets and liabilities on a net basis as permitted by their respective master netting agreements. DerivativeThere were no derivative assets totaled $0 as of June 30, 2015Mar. 31, 2016 and Dec. 31, 2014, and derivative2015. Derivative liabilities totaled $26.3$23.0 million and $42.7$26.2 million as of June 30, 2015Mar. 31, 2016 and Dec. 31, 2014,2015, respectively. There are minor offset amount differences between the gross derivative assets and liabilities and the net amounts presented on the Consolidated Condensed Balance Sheets. There was no cash collateral posted with or received from any counterparties.

All of the derivative assets and liabilities at June 30, 2015Mar. 31, 2016 and Dec. 31, 20142015 are designated as hedging instruments, which primarily are derivative hedges of natural gas contracts to limit the exposure to changes in market price for natural gas used to produce energy and natural gas purchased for resale to customers. The corresponding effect of these natural gas related derivatives on the regulated utilities’ fuel recovery clause mechanism is reflected on the Consolidated Condensed Balance Sheets as current and long-term regulatory assets and liabilities. Based on the fair value of the instruments at June 30, 2015,Mar. 31, 2016, net pretax losses of $24.4$22.2 million are expected to be reclassified from regulatory assets or liabilities to the Consolidated Condensed Statements of Income within the next twelve months.

The June 30, 2015Mar. 31, 2016 and Dec. 31, 20142015 balance in AOCI related to the cash flow hedges and interest rate swaps (unsettled and previously settled) is presented in Note 12.

For derivative instruments that meet cash flow hedge criteria, the effective portion of the gain or loss on the derivative is reported as a component of OCI and reclassified into earnings in the same period or period during which the hedged transaction affects earnings. Gains and losses on the derivatives representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. For the three and six months ended June 30,Mar. 31, 2016 and 2015, and 2014, all hedges were effective. The derivative after-tax effect on OCI and the amount of after-tax gain or loss reclassified from AOCI into earnings for the three and six months ended June 30,Mar. 31, 2016 and 2015 and 2014 is presented in Note 12. Gains and losses were the result of interest rate contracts and the reclassificationsreclassification to income werewas reflected in Interest expense.“Interest expense”.


The maximum length of time over which TEC is hedging its exposure to the variability in future cash flows extends to June 30, 2017Feb. 28, 2018 for financial natural gas contracts. The following table presents TEC’s derivative volumes that, as of June 30, 2015,Mar. 31, 2016, are expected to settle during the 2015, 2016, 2017 and 20172018 fiscal years:

 

Natural Gas Contracts

 

Natural Gas Contracts

 

(millions)

(MMBTUs)

 

(MMBTUs)

 

Year

Physical

 

 

Financial

 

Physical

 

 

Financial

 

2015

 

0.0

 

 

 

18.8

 

2016

 

0.0

 

 

 

11.3

 

 

0.0

 

 

 

25.1

 

2017

 

0.0

 

 

 

1.8

 

 

0.0

 

 

 

9.9

 

2018

 

0.0

 

 

 

0.7

 

Total

 

0.0

 

 

 

31.9

 

 

0.0

 

 

 

35.7

 

TEC is exposed to credit risk by entering into derivative instruments with counterparties to limit its exposure to the commodity price fluctuations associated with natural gas. Credit risk is the potential loss resulting from a counterparty’s nonperformance under an agreement. TEC manages credit risk with policies and procedures for, among other things, counterparty analysis, exposure measurement and exposure monitoring and mitigation.

It is possible that volatility in commodity prices could cause TEC to have material credit risk exposures with one or more counterparties. If such counterparties fail to perform their obligations under one or more agreements, TEC could suffer a material

41


financial loss. However, as of June 30, 2015,Mar. 31, 2016, substantially all of the counterparties with transaction amounts outstanding in TEC’s energy portfolio were rated investment grade by the major rating agencies. TEC assesses credit risk internally for counterparties that are not rated.

TEC has entered into commodity master arrangements with its counterparties to mitigate credit exposure to those counterparties. TEC generally enters into the following master arrangements: (1) EEI agreements—standardized power sales contracts in the electric industry; (2) ISDA agreements—standardized financial gas and electric contracts; and (3) NAESB agreements—standardized physical gas contracts. TEC believes that entering into such agreements reduces the risk from default by creating contractual rights relating to creditworthiness, collateral and termination.

TEC has implemented procedures to monitor the creditworthiness of its counterparties and to consider nonperformance risk in determining the fair value of counterparty positions. Net liability positions generally do not require a nonperformance risk adjustment as TEC uses derivative transactions as hedges and has the ability and intent to perform under each of these contracts. In the instance of net asset positions, TEC considers general market conditions and the observable financial health and outlook of specific counterparties in evaluating the potential impact of nonperformance risk to derivative positions.

Certain TEC derivative instruments contain provisions that require TEC’s debt to maintain an investment grade credit rating from any or all of the major credit rating agencies. If debt ratings were to fall below investment grade, it could trigger these provisions, and the counterparties to the derivative instruments could demand immediate and ongoing full overnight collateralization on derivative instruments in net liability positions. TEC has no other contingent risk features associated with any derivative instruments.

 

11. Fair Value Measurements

Items Measured at Fair Value on a Recurring Basis

 

Accounting guidance governing fair value measurements and disclosures provides that fair value represents the amount that would be received in selling an asset or the amount that would be paid in transferring a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based upon assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, accounting guidance also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

Level 1:  Observable inputs, such as quoted prices in active markets;

Level 2:  Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

Assets and liabilities are measured at fair value based on one or more of the following three valuation techniques noted under accounting guidance:

 


(A)  Market approach:  Prices and other relevant information generated by market transactions involving

identical or comparable assets or liabilities;

(B)  Cost approach:  Amount that would be required to replace the service capacity of an asset (replacement

cost); and

(C)  Income approach:  Techniques to convert future amounts to a single present amount based upon market

expectations (including present value techniques, option-pricing and excess earnings models).

  

The fair value of financial instruments is determined by using various market data and other valuation techniques.  

42


The following tables set forth by level within the fair value hierarchy, TEC’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2015Mar. 31, 2016 and Dec. 31, 2014.2015. As required by accounting standards for fair value measurements, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. TEC’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.  

 

Recurring Derivative Fair Value Measures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of June 30, 2015

 

As of Mar. 31, 2016

 

(millions)

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural gas swaps

$

0.0

 

 

$

26.3

 

 

$

0.0

 

 

$

26.3

 

$

0.0

 

 

$

23.0

 

 

$

0.0

 

 

$

23.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of Dec. 31, 2014

 

As of Dec. 31, 2015

 

(millions)

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural gas swaps

$

0.0

 

 

$

42.7

 

 

$

0.0

 

 

$

42.7

 

$

0.0

 

 

$

26.2

 

 

$

0.0

 

 

$

26.2

 

Natural gas swaps are OTC swap instruments. The fair value of the swaps is estimated utilizing the market approach. The price of swaps is calculated using observable NYMEX quoted closing prices of exchange-traded futures. These prices are applied to the notional quantities of active positions to determine the reported fair value (see Note 10).

TEC considered the impact of nonperformance risk in determining the fair value of derivatives. TEC considered the net position with each counterparty, past performance of both parties, the intent of the parties, indications of credit deterioration and whether the markets in which TEC transacts have experienced dislocation. At June 30, 2015,Mar. 31, 2016, the fair value of derivatives was not materially affected by nonperformance risk. There were no Level 3 assets or liabilities for the periods presented.

 

12. Other Comprehensive Income

 

Other Comprehensive Income

Three months ended June 30,

 

 

Six months ended June 30,

 

 

Three months ended Mar. 31,

 

(millions)

Gross

 

 

Tax

 

 

Net

 

 

Gross

 

 

Tax

 

 

Net

 

 

Gross

 

 

Tax

 

 

Net

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on cash flow hedges

 

$

0.0

 

 

$

0.0

 

 

$

0.0

 

Reclassification from AOCI to net income

 

 

0.3

 

 

 

(0.1

)

 

 

0.2

 

Gain on cash flow hedges

 

 

0.3

 

 

 

(0.1

)

 

 

0.2

 

Total other comprehensive income

 

$

0.3

 

 

$

(0.1

)

 

$

0.2

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on cash flow hedges

$

4.0

 

 

$

(1.4

)

 

$

2.6

 

 

$

4.3

 

 

$

(1.5

)

 

$

2.8

 

 

$

0.3

 

 

$

(0.2

)

 

$

0.1

 

Reclassification from AOCI to net income

 

0.3

 

 

 

(0.1

)

 

 

0.2

 

 

 

0.7

 

 

 

(0.4

)

 

 

0.3

 

 

 

0.4

 

 

 

(0.2

)

 

 

0.2

 

Gain on cash flow hedges

 

4.3

 

 

 

(1.5

)

 

 

2.8

 

 

 

5.0

 

 

 

(1.9

)

 

 

3.1

 

 

 

0.7

 

 

 

(0.4

)

 

 

0.3

 

Total other comprehensive income

$

4.3

 

 

$

(1.5

)

 

$

2.8

 

 

$

5.0

 

 

$

(1.9

)

 

$

3.1

 

 

$

0.7

 

 

$

(0.4

)

 

$

0.3

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on cash flow hedges

$

0.0

 

 

$

0.0

 

 

$

0.0

 

 

$

0.0

 

 

$

0.0

 

 

$

0.0

 

Reclassification from AOCI to net income

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.4

 

 

 

(0.2

)

 

 

0.2

 

Gain on cash flow hedges

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.4

 

 

 

(0.2

)

 

 

0.2

 

Total other comprehensive income

$

0.0

 

 

$

0.0

 

 

$

0.0

 

 

$

0.4

 

 

$

(0.2

)

 

$

0.2

 

 

 

Accumulated Other Comprehensive Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(millions)

June 30, 2015

 

 

Dec. 31, 2014

 

 

Mar. 31, 2016

 

 

Dec. 31, 2015

 

Net unrealized losses from cash flow hedges (1)

$

(4.0

)

 

$

(7.1

)

 

$

(3.4

)

 

$

(3.6

)

Total accumulated other comprehensive loss

$

(4.0

)

 

$

(7.1

)

 

$

(3.4

)

 

$

(3.6

)


(1)

Net of tax benefit of $2.5$2.1 million and $4.5$2.3 million as of June 30, 2015Mar. 31, 2016 and Dec. 31, 2014,2015, respectively.

 

13. Variable Interest Entities

In theThe determination of a VIE’s primary beneficiary, the primary beneficiary is the enterprise that has both 1) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and 2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE.

43


TECTampa Electric has entered into multiple PPAs with wholesale energy providers in Florida to ensure the ability to meet customer energy demand and to provide lower cost options in the meeting of this demand. These agreements range in size from 117 MW to 159250 MW of available capacity, are with similar entities and contain similar provisions. Because some of these provisions provide for the transfer or sharing of a number of risks inherent in the generation of energy, these agreements meet the definition of being variable interests. These risks include: operating and maintenance, regulatory, credit, commodity/fuel and energy market risk. TECTampa Electric has reviewed these risks and has determined that the owners of these entities have retained the majority of these risks over the expected life of the underlying generating assets, have the power to direct the most significant activities, and have the obligation or right to absorb losses or benefits and hence remain the primary beneficiaries.benefits. As a result, TECTampa Electric is not the primary beneficiary and is not required to consolidate any of these entities. TECTampa Electric purchased $9.9$12.6 million and $15.3$5.4 million of capacity pursuant tounder these PPAs for the three and six months ended June 30,Mar. 31, 2016 and 2015, respectively, and $7.0 million and $12.8 million for the three and six months ended June 30, 2014, respectively.

TEC does not provide any material financial or other support to any of the VIEs it is involved with, nor is TEC under any obligation to absorb losses associated with these VIEs. In the normal course of business, TEC’s involvement with these VIEs does not affect its Consolidated Condensed Balance Sheets, Statements of Income or Cash Flows.

14. Mergers and Acquisitions

Pending Merger with Emera Inc.

On Sept. 4, 2015, TECO Energy and Emera entered into the Merger Agreement. Upon closing of the Merger, TECO Energy will become a wholly owned indirect subsidiary of Emera.

Upon the terms and subject to the conditions set forth in the Merger Agreement, which was unanimously approved and adopted by the board of directors of TECO Energy, at the effective time, Merger Sub will merge with and into TECO Energy with TECO Energy continuing as the surviving corporation.

Pursuant to the Merger Agreement, upon the closing of the Merger, which is expected to occur in the summer of 2016, each issued and outstanding share of TECO Energy common stock will be cancelled and converted automatically into the right to receive $27.55 in cash, without interest (Merger Consideration). This represents an aggregate purchase price of approximately $10.4 billion including assumption of approximately $3.9 billion of debt (of which TEC’s portion of debt was $2.3 billion).

The closing of the Merger is subject to certain conditions, including, among others, (i) approval of TECO Energy shareholders representing a majority of the outstanding shares of TECO Energy common stock (which approval was obtained at the special meeting of shareholders held on Dec. 3, 2015), (ii) expiration or termination of the applicable Hart-Scott-Rodino Act waiting period (which expired on Feb. 5, 2016), (iii) receipt of all required regulatory approvals, including from the FERC, the NMPRC and the Committee on Foreign Investment in the United States (which, with respect to the FERC and the Committee on Foreign Investment in the United States, was obtained on Jan. 20, 2016 and Mar. 23, 2016, respectively), (iv) the absence of any law or judgment that prevents, makes illegal or prohibits the closing of the Merger, (v) the absence of any material adverse effect with respect to TECO Energy and (vi) subject to certain exceptions, the accuracy of the representations and warranties of, and compliance with covenants by, each of the parties to the Merger Agreement.

On Apr. 11, 2016, Emera and TECO Energy filed with the NMPRC an unopposed stipulation agreement reflecting a settlement reached with certain intervening parties in the acquisition case currently pending before the NMPRC for approval of the transaction. The stipulation is subject to review and approval by the NMPRC. The NMPRC hearing to consider the acquisition is scheduled to begin in May 2016.

TECO Energy is also subject to a “no shop” restriction that limits its ability to solicit alternative acquisition proposals or provide nonpublic information to, and engage in discussion with, third parties.

Either party may terminate the Merger Agreement if (i) the closing of the Merger has not occurred by Sept. 30, 2016 (subject to a 6-month extension if required to obtain necessary regulatory approvals) or (ii) a law or judgment preventing or prohibiting the closing of the Merger has become final. If the Merger Agreement is terminated under certain circumstances, including the failure to obtain required regulatory approvals, Emera must pay TECO Energy a termination fee of $326.9 million.

 

 

44



Item 2.

MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS

 

This Management’s Discussion & Analysis contains forward-looking statements, which are subject to the inherent uncertainties in predicting future results and conditions. Actual results may differ materially from those forecasted. The forecasted results are based on the company's current expectations and assumptions, and the company does not undertake to update that information or any other  information contained in this Management’sManagements Discussion & Analysis, except as may be required by law. Factors that could impact actual results include: the ability to successfully close the Merger with Emera on the anticipated schedule, if at all; regulatory actions by federal, state or local authorities; the ability to successfully implement the integration plans for NMGC and generate the expected financial results to make the acquisition accretive;results; unexpected capital needs or unanticipated reductions in cash flow that affect liquidity; the ability to access the capital and credit markets when required; general economic conditions affecting customer growth and energy sales at the utility companies; economic conditions affecting the Florida and New Mexico economies; weather variations and customer energy usage patterns affecting sales and operating costs at the utilities and the effect of weather conditions on energy consumption; the effect of extreme weather conditions or hurricanes; general operating conditions; input commodity prices  affecting cost at all of the operating companies; natural gas demand at the utilities; and the ability of TECO Energy's subsidiaries to operate equipment without undue accidents, breakdowns or failures; the ability of TECO Energy to successfully close the sale of TECO Coal on the anticipated terms, or otherwise exit the coal business.failures. Additional information is contained under "Risk Factors" in TECO Energy, Inc.'s Annual Report on Form 10-K for the period ended Dec. 31, 2014.2015.

Earnings Summary - Unaudited  

Earnings Summary – Unaudited

 

Three Months Ended June 30, 2015

 

 

Six Months Ended June 30, 2015

 

 

Three Months Ended Mar. 31,

 

(millions) Except per-share amounts

 

2015

 

 

2014

 

 

2015

 

 

2014

 

 

2016

 

 

2015

 

Consolidated revenues

 

$

680.6

 

 

$

605.7

 

 

$

1,373.6

 

 

$

1,183.7

 

 

$

659.5

 

 

$

693.0

 

Net income from continuing operations

 

 

61.5

 

 

 

57.6

 

 

 

125.3

 

 

 

106.0

 

 

 

73.7

 

 

 

63.8

 

Income (loss) on discontinued operations, net

 

 

(49.7

)

 

 

0.8

 

 

 

(55.5

)

 

 

2.5

 

Loss on discontinued operations, net

 

 

0.1

 

 

 

(5.8

)

Net income

 

 

11.8

 

 

 

58.4

 

 

 

69.8

 

 

 

108.5

 

 

 

73.8

 

 

 

58.0

 

Average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

233.0

 

 

215.4

 

 

232.9

 

 

215.3

 

 

 

234.0

 

 

232.8

 

Diluted

 

233.6

 

 

215.9

 

 

233.5

 

 

215.8

 

 

235.2

 

 

233.5

 

Earnings per share – basic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.26

 

 

$

0.27

 

 

$

0.53

 

 

$

0.49

 

 

$

0.31

 

 

$

0.27

 

Discontinued operations

 

 

(0.21

)

 

 

0.0

 

 

 

(0.23

)

 

 

0.01

 

 

 

0.00

 

 

 

(0.02

)

Earnings per share - basic

 

$

0.05

 

 

$

0.27

 

 

$

0.30

 

 

$

0.50

 

 

$

0.31

 

 

$

0.25

 

Earnings per share – diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.26

 

 

$

0.27

 

 

$

0.53

 

 

$

0.49

 

 

$

0.31

 

 

$

0.27

 

Discontinued operations

 

 

(0.21

)

 

 

0.0

 

 

 

(0.23

)

 

 

0.01

 

 

 

0.00

 

 

 

(0.02

)

Earnings per share - diluted

 

$

0.05

 

 

$

0.27

 

 

$

0.30

 

 

$

0.50

 

 

$

0.31

 

 

$

0.25

 

Operating Results

Three Months Ended June 30, 2015Mar. 31, 2016

Second-quarter 2015First-quarter 2016 net income was $11.8$73.8 million, or $0.05$0.31 per share, compared with $58.4$58.0 million, or $0.27$0.25 per share, in the secondfirst quarter of 2014.2015.  Net income from continuing operations was $61.5$73.7 million, or $0.26$0.31 per share, in the 2015 second2016 first quarter, compared with $57.6$63.8 million, or $0.27 per share, for the same period in 2014.2015. The $49.7 million lossfirst quarter losses in discontinued operations of $5.8 million in the second quarter reflects2015 reflected the operating results atand charges associated with TECO Coal, of $1.1 million and net impairment charges of $50.8 million associated with the pending sale of TECO Coal.

As a result of the previously announced agreement to sell TECO Coal, those operations were classified as discontinued operations effectivewhich was sold in the third quarter of 20142015 (see Note 15to the TECO Energy Consolidated Financial Statementsand the Discontinued Operations section later in this MD&A).

Six Months Ended June 30, 2015

Year-to-date net income was $69.8 million, or $0.30 per share, compared with net income of $108.5 million, or $0.50 per share in the 2014 period.  Net income from continuing operations was $125.3 million or $0.53 per share, compared with $106.0 million or $0.49 per share in the 2014 period. The $55.5 million loss in discontinued operations in the year-to-date period reflects the $4.7 million operating loss at TECO Coal and net impairment charges discussed above.

45


Operating Company Results

All amounts included in the operating company discussions below are after tax, unless otherwise noted.


Tampa Electric Company – Electric Division

Tampa Electric’s net income for the secondfirst quarter of 20152016 was $67.7$50.2 million, compared with $62.2$48.2 million for the same period in 2014.2015.  Results for the quarter reflected a 1.8%1.7% higher average number of customers, and higher energy sales primarily due to hotter spring weather.the higher number of customers. Results reflected higher operations and maintenance expense slightly higher than 2015, and higher depreciation and interest expenses. Second-quarterFirst-quarter net income in 20152016 included $3.6$5.6 million of AFUDC-equity, which represents allowed equity cost capitalized to construction costs, compared with $2.1$3.8 million in the 20142015 quarter.

Total degree days in Tampa Electric's service area in the secondfirst quarter of 20152016 were 15%3% above normal, and 22%but 4% below the 2015 period, when degree days were 6% above the 2014 period, driven by very warm weather in April, which is traditionally a shoulder month for energy sales.normal. Total net energy for load whichincreased 1.7% in the first quarter of 2016, compared with the same period in 2015. In the 2016 period, pretax base revenues were $6.2 million higher than in 2015, driven by customer growth and higher energy sales. The quarter included more than $1 million of higher pretax base revenue from higher base rates, as a result of the 2013 rate case settlement.  

While net energy for load is a calendar measurement of retail energy sales rather than a billing-cycle measurement, increased 6.6% in the second quarter of 2015 compared withquarterly energy sales shown on the samefollowing table reflect the energy sales based on billing cycles, which can vary period in 2014. In the 2015 period, pretax base revenues were almost $17 million higher than in 2014, driven by weather, customer growth and almost $2 million of higher pretax base revenue from the $7.5 million of higher base rates effective Nov. 1, 2014 as a result of the 2013 rate case settlement.  Salesto period. Retail energy sales to residential and commercial customers increased primarily from weather and customer growth.  Sales to commercial and non-phosphate industrial customers increased due to hotter weather and the strength of the Tampa area economy.  Sales to lower-margin industrial-phosphate customers decreased as self-generation by those customers increased.  

Operations and maintenance expense, excluding all FPSC-approved cost-recovery clauses, was $5.0 millionslightly higher than in the 20142015 quarter, reflecting $2.2 million of higher costcosts to safely and reliably operate and maintain the generating, systemtransmission and $1.6 million of higherdistribution systems, essentially offset by lower employee-related costs, includingprimarily due to the lower level of short-term incentive accruals for all employees.employees in 2016 compared to 2015.  Depreciation and amortization expense increased $1.4$2.0 million in 2015,2016, as a result of normal additions to facilities to reliably serve customers.

Year-to-date net income was $115.9 million, compared with $107.4 million in the 2014 period, driven by 1.7% higher average number of customers, higher energy sales from customer growth, more favorable weather and a stronger economy, partially offset by higher operations and maintenance expenses and depreciation expense. Year-to-date net income in 2015 included $7.4 million of AFUDC-equity, compared with $4.4 million in the 2014 period.

Year-to-date total degree days in Tampa Electric's service area were 12% above normal, and 18% above the prior year-to-date period.  Pretax base revenue was almost $20 million higher than in 2014, including approximately $3 million of higher pretax base revenue as a result of the Nov.1, 2014 base rate increase.  In the 2015 year-to-date period, total net energy for load was 4.2% higher than the same period in 2014. Higher energy sales were driven by the same factors as the quarterly sales, and winter weather that was colder than in 2014.

Operations and maintenance expenses, excluding all FPSC-approved cost-recovery clauses, increased $4.9 million in the 2015 year-to-date period reflecting the same factors as in the second quarter. Compared to the 2014 year-to-date period, depreciation and amortizationinterest expense increased $1.9 million, reflecting additions to facilities to serve customers.  Interest expense increased $1.1$0.7 million due to higher long-term debt balances.

A summary of Tampa Electric’s regulated operating statistics for the three and six months ended June 30,Mar. 31, 2016 and 2015 and 2014 follows: (The quarterly energy sales in the following table reflect the energy sales based on the timing of billing cycles, which can vary period to period.)

46


 

(millions, except average customers)

Operating Revenues

 

 

Kilowatt-hour sales

 

Operating Revenues

 

 

Kilowatt-hour sales

 

Three months ended June 30,

2015

 

2014

 

% Change

 

 

2015

 

2014

 

% Change

 

Three months ended Mar. 31,

2016

 

2015

 

% Change

 

 

2016

 

2015

 

% Change

 

By Customer Type

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

$

267.4

 

$

243.5

 

9.9

 

 

 

2,330.6

 

2,089.2

 

11.6

 

$

217.4

 

$

213.4

 

1.9

 

 

 

1,914.6

 

1,839.4

 

4.1

 

Commercial

 

154.9

 

150.2

 

3.1

 

 

 

1,609.9

 

1,529.2

 

5.3

 

 

132.8

 

133.0

 

(0.2

)

 

 

1,388.0

 

1,350.1

 

2.8

 

Industrial – Phosphate

 

13.8

 

16.5

 

(16.4

)

 

 

173.2

 

203.5

 

(14.9

)

 

13.1

 

13.4

 

(2.4

)

 

 

163.5

 

167.7

 

(2.5

)

Industrial – Other

 

27.9

 

26.6

 

4.8

 

 

 

319.5

 

297.4

 

7.4

 

 

25.5

 

24.8

 

2.9

 

 

 

297.2

 

279.4

 

6.4

 

Other sales of electricity

 

44.9

 

45.6

 

(1.5

)

 

 

456.0

 

459.1

 

(0.7

)

 

39.5

 

40.5

 

(2.5

)

 

 

401.3

 

400.1

 

0.3

 

Deferred and other revenues (1)

 

9.3

 

 

15.2

 

 

(39.0

)

 

 

 

 

 

 

 

 

 

 

 

(19.4

)

 

7.5

 

 

(360.2

)

 

 

 

 

 

 

 

 

 

 

Total energy sales

$

518.2

 

$

497.6

 

 

4.1

 

 

 

4,889.2

 

 

4,578.4

 

 

6.8

 

$

408.9

 

$

432.6

 

 

(5.5

)

 

 

4,164.6

 

 

4,036.7

 

 

3.2

 

Sales for resale

 

1.0

 

1.2

 

(15.4

)

 

 

31.2

 

26.3

 

18.6

 

 

1.4

 

1.9

 

(25.8

)

 

 

50.3

 

53.5

 

(6.0

)

Other operating revenue

 

13.3

 

 

14.0

 

 

(5.2

)

 

 

 

 

 

 

 

 

 

 

 

14.2

 

 

16.1

 

 

(11.6

)

 

 

 

 

 

 

 

 

 

 

Total revenues

$

532.5

 

$

512.8

 

 

3.8

 

 

 

4,920.4

 

 

4,604.7

 

 

6.9

 

$

424.5

 

$

450.6

 

 

(5.8

)

 

 

4,214.9

 

 

4,090.2

 

 

3.0

 

Average customers (thousands)

 

717.9

 

 

705.3

 

 

1.8

 

 

 

 

 

 

 

 

 

 

 

 

726.1

 

 

714.0

 

 

1.7

 

 

 

 

 

 

 

 

 

 

 

Retail net energy for load (kilowatt hours)

 

 

 

 

 

 

 

 

 

5,401.2

 

5,068.8

 

6.6

 

 

 

 

 

 

 

 

 

 

 

4,317.0

 

4,242.3

 

1.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By Customer Type

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

$

480.8

 

$

457.0

 

5.2

 

 

 

4,170.0

 

3,912.1

 

6.6

 

Commercial

 

287.9

 

285.0

 

1.0

 

 

 

2,960.1

 

2,880.1

 

2.8

 

Industrial – Phosphate

 

27.3

 

33.3

 

(18.1

)

 

 

340.9

 

411.8

 

(17.2

)

Industrial – Other

 

52.7

 

50.9

 

3.4

 

 

 

598.9

 

565.3

 

5.9

 

Other sales of electricity

 

85.4

 

88.1

 

(3.0

)

 

 

856.1

 

880.9

 

(2.8

)

Deferred and other revenues (1)

 

16.7

 

 

13.2

 

 

26.4

 

 

 

 

 

 

 

 

 

 

 

Total energy sales

 

950.8

 

 

927.5

 

 

2.5

 

 

 

8,926.0

 

 

8,650.2

 

 

3.2

 

Sales for resale

 

2.9

 

8.2

 

(64.7

)

 

 

84.7

 

132.7

 

(36.2

)

Other operating revenue

 

29.4

 

 

30.2

 

 

(2.8

)

 

 

 

 

 

 

 

 

 

 

Total revenues

$

983.1

 

$

965.9

 

 

1.8

 

 

 

9,010.7

 

 

8,782.9

 

 

2.6

 

Average customers (thousands)

 

716.0

 

 

703.8

 

 

1.7

 

 

 

 

 

 

 

 

 

 

 

Retail output to line (kilowatt hours)

 

 

 

 

 

 

 

 

 

9,644.9

 

9,254.0

 

4.2

 

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

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

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tampa Electric Company – Natural Gas Division

PGS reported net income of $7.6$13.1 million for the secondfirst quarter, essentially unchanged fromcompared with $14.6 million in the 20142015 quarter. Average customer growth was 2.2%2.4% in the quarter, and thermquarter. Therm sales to residential customers decreased as a result of much warmer than normal spring weather.  Second-quartermild winter weather that was partially offset by customer growth. Sales to commercial customers increased due to customer growth from the stronger economy and increased sales of compressed natural gas to vehicle fleets.  Sales to power-generation customers and off-system sales increased, reflecting higher levels of operation by gas-fired generation in the state due to lower natural gas prices. First-quarter results in 20152016 reflected slightly lower non-fuel operations and maintenance expense $1.0 million higher than in 2015, driven by the timing of certain activitieshigher operating and compliance costs, partially offset by higherlower employee-related costs, includingprimarily due to the lower level of short-term incentive accruals for all employees.employees in 2016 compared to 2015. Depreciation and amortization increased slightly due to normal additions to facilities to serve customers.  Sales to power-generation customers and off-system sales increased due to coal-to-gas switching by customers and new gas-fired generation in the state.

PGS reported net income of $22.2 million for the year-to-date period, essentially unchanged from the same period in 2014. Results reflect a 2.1% higher average number of customers, and lower therm sales to residential customers due to warmer than normal spring weather. Commercial therm sales increased due to strong Florida economic conditions. Sales to power generation customers and off-system sales increased due to the same reasons as in the second quarter.  Non-fuel operations and maintenance expense increased $0.5 million compared to the 2014 period, when operations and maintenance expense reflected a first quarter recovery of $1.6 million of costs incurred in connection with a 2010 outage incident.

A summary of PGS’s regulated operating statistics for the three and six months ended June 30,Mar. 31, 2016 and 2015 and 2014 follows:


 

47


(millions, except average customers)

Operating Revenues

 

 

Therms

 

Operating Revenues

 

 

Therms

 

Three months ended June 30,

2015

 

2014

 

% Change

 

 

2015

 

2014

 

% Change

 

Three months ended Mar. 31,

2016

 

2015

 

% Change

 

 

2016

 

2015

 

% Change

 

By Customer Type

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

$

28.1

 

$

30.7

 

(8.4

)

 

 

12.5

 

15.3

 

(17.8

)

$

50.5

 

$

49.3

 

2.5

 

 

 

32.9

 

34.4

 

(4.2

)

Commercial

 

32.5

 

33.4

 

(2.7

)

 

 

109.9

 

110.9

 

(0.9

)

 

42.8

 

41.6

 

2.9

 

 

 

141.1

 

138.2

 

2.1

 

Industrial

 

3.2

 

3.3

 

(2.6

)

 

 

70.2

 

64.8

 

8.3

 

 

3.3

 

3.2

 

1.6

 

 

 

83.5

 

76.1

 

9.6

 

Off system sales

 

14.4

 

9.4

 

53.3

 

 

 

46.4

 

18.5

 

150.3

 

 

12.9

 

7.8

 

65.1

 

 

 

53.9

 

23.4

 

130.0

 

Power generation

 

1.9

 

1.6

 

17.1

 

 

 

190.8

 

148.7

 

28.3

 

 

2.1

 

1.9

 

7.9

 

 

 

190.6

 

184.6

 

3.2

 

Other revenues

 

11.1

 

 

10.6

 

 

5.3

 

 

 

 

 

 

 

 

 

 

 

 

16.6

 

 

16.1

 

 

3.0

 

 

 

 

 

 

 

 

 

 

 

Total

$

91.2

 

$

89.0

 

 

2.6

 

 

 

429.8

 

 

358.2

 

 

20.0

 

$

128.2

 

$

119.9

 

 

6.8

 

 

 

502.0

 

 

456.7

 

 

9.9

 

By Sales Type

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

System supply

$

51.6

 

$

50.0

 

3.2

 

 

 

65.7

 

40.6

 

61.6

 

$

75.5

 

$

69.4

 

8.6

 

 

 

94.1

 

66.3

 

42.0

 

Transportation

 

28.5

 

28.4

 

0.5

 

 

 

364.1

 

317.6

 

14.6

 

 

36.1

 

34.4

 

5.1

 

 

 

407.9

 

390.4

 

4.5

 

Other revenues

 

11.1

 

 

10.6

 

 

5.3

 

 

 

 

 

 

 

 

 

 

 

 

16.6

 

 

16.1

 

 

3.0

 

 

 

 

 

 

 

 

 

 

 

Total

$

91.2

 

$

89.0

 

 

2.6

 

 

 

429.8

 

 

358.2

 

 

20.0

 

$

128.2

 

$

119.9

 

 

6.8

 

 

 

502.0

 

 

456.7

 

 

9.9

 

Average customers (thousands)

 

361.7

 

 

353.9

 

 

2.2

 

 

 

 

 

 

 

 

 

 

 

 

367.5

 

 

359.0

 

 

2.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By Customer Type

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

$

77.3

 

$

80.4

 

(3.8

)

 

 

46.9

 

48.6

 

(3.3

)

Commercial

 

74.1

 

74.3

 

(0.2

)

 

 

248.1

 

241.9

 

2.6

 

Industrial

 

6.4

 

6.9

 

(6.9

)

 

 

146.3

 

136.8

 

7.0

 

Off system sales

 

22.2

 

17.8

 

24.4

 

 

 

69.8

 

33.9

 

105.9

 

Power generation

 

3.9

 

3.6

 

8.9

 

 

 

375.4

 

304.3

 

23.3

 

Other revenues

 

27.3

 

 

26.5

 

 

2.6

 

 

 

 

 

 

 

 

 

 

 

Total

$

211.2

 

$

209.5

 

 

0.8

 

 

 

886.5

 

 

765.5

 

 

15.8

 

By Sales Type

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

System supply

$

121.0

 

$

121.7

 

(0.5

)

 

 

132.0

 

98.1

 

34.6

 

Transportation

 

62.9

 

61.3

 

2.6

 

 

 

754.5

 

667.4

 

13.1

 

Other revenues

 

27.3

 

 

26.5

 

 

2.6

 

 

 

 

 

 

 

 

 

 

 

Total

$

211.2

 

$

209.5

 

 

0.8

 

 

 

886.5

 

 

765.5

 

 

15.8

 

Average customers (thousands)

 

360.4

 

 

352.9

 

 

2.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New Mexico Gas Company

NMGC reported a second quarter lossfirst-quarter net income of $0.1$15.2 million, which was less than historical second quarter loss patterns, reflectingcompared with $13.9 million in the 2015 period. Results reflected the benefit of 0.7% customer growth and lower operatingheating degree days that were almost 3% higher than 2015, but nearly 7% below normal.  Growth in the average number of customers in the 2016 quarter was 0.6%. Operating and maintenance expensesexpense was slightly lower from acquisition synergies.  

NMGC reported year-to-date 2015 net incomesynergies and a focus on cost control.  Results included $1.9 million of $13.8 million. Results reflect customer growth of 0.6%, much milder than normal winter weather in the first quarter, and degree days 5.4% below normal and 0.8% below 2014.  Results include $0.7 million ofpretax rate credits to customers under the acquisition approval agreement withCertification of Stipulation approved by the NMPRC.NMPRC in 2014.

A summary of NMGC’s regulated operating statistics for the three and six months ended June 30,Mar. 31, 2016 and 2015 and 2014 follows:

 

(millions, except average customers)

Operating Revenues

 

 

Therms

 

Three months ended Mar. 31,

2016

 

2015

 

% Change

 

 

2016

 

2015

 

% Change

 

By Customer Type

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

$

77.7

 

$

87.5

 

 

(11.1

)

 

 

122.6

 

 

121.2

 

 

1.1

 

Commercial

 

19.8

 

 

23.2

 

 

(14.6

)

 

 

42.0

 

 

41.1

 

 

2.3

 

Industrial

 

0.2

 

 

0.2

 

 

(22.5

)

 

 

0.4

 

 

0.4

 

 

1.9

 

Off system sales

 

0.6

 

 

0.3

 

 

98.4

 

 

 

3.9

 

 

1.2

 

 

222.5

 

On system transportation

 

6.6

 

 

6.1

 

 

8.2

 

 

 

95.1

 

 

84.7

 

 

12.2

 

Off system transportation

 

0.2

 

 

0.2

 

 

3.4

 

 

 

11.1

 

 

10.3

 

 

8.0

 

Other revenues

 

1.5

 

 

1.5

 

 

(1.1

)

 

 

 

 

 

 

 

 

 

 

     Total

$

106.6

 

$

119.0

 

 

(10.4

)

 

 

275.1

 

 

258.9

 

 

6.2

 

By Sales Type

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

System supply

$

98.3

 

$

111.2

 

 

(11.6

)

 

 

168.9

 

 

163.9

 

 

3.0

 

Transportation

 

6.8

 

 

6.3

 

 

8.0

 

 

 

106.2

 

 

95.0

 

 

11.7

 

Other revenues

 

1.5

 

 

1.5

 

 

(1.1

)

 

 

 

 

 

 

 

 

 

 

     Total

$

106.6

 

$

119.0

 

 

(10.4

)

 

 

275.1

 

 

258.9

 

 

6.2

 

Average customers (thousands)

 

519.7

 

 

516.8

 

 

0.6

 

 

 

 

 

 

 

 

 

 

 

48


(millions, except average customers)

Operating Revenues

 

 

Therms

 

Three months ended June 30,

2015

 

2014 (1)

 

% Change

 

 

2015

 

2014 (1)

 

% Change

 

By Customer Type

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

$

38.2

 

$

44.9

 

 

(14.9

)

 

 

38.9

 

 

37.0

 

 

5.1

 

Commercial

 

10.3

 

 

14.5

 

 

(28.7

)

 

 

16.8

 

 

17.6

 

 

(4.6

)

Industrial

 

0.1

 

 

0.2

 

 

(55.0

)

 

 

0.2

 

 

0.4

 

 

(32.4

)

On system transportation

 

3.7

 

 

3.9

 

 

(5.8

)

 

 

73.4

 

 

75.7

 

 

(3.1

)

Off system transportation

 

0.2

 

 

0.2

 

 

11.0

 

 

 

12.3

 

 

11.0

 

 

11.2

 

Other revenues

 

1.5

 

 

1.7

 

 

(11.4

)

 

 

 

 

 

 

 

 

 

 

     Total

$

54.0

 

$

65.4

 

 

(17.4

)

 

 

141.6

 

 

141.7

 

 

(0.1

)

By Sales Type

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

System supply

$

48.6

 

$

59.6

 

 

(18.4

)

 

 

55.9

 

 

54.9

 

 

1.7

 

Transportation

 

3.9

 

 

4.1

 

 

(5.0

)

 

 

85.7

 

 

86.8

 

 

(1.2

)

Other revenues

 

1.5

 

 

1.7

 

 

(11.4

)

 

 

 

 

 

 

 

 

 

 

     Total

$

54.0

 

$

65.4

 

 

(17.4

)

 

 

141.6

 

 

141.7

 

 

(0.1

)

Average customers (thousands)

 

515.8

 

 

512.3

 

 

0.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By Customer Type

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

$

125.7

 

$

157.1

 

 

(20.0

)

 

 

160.1

 

 

159.6

 

 

0.3

 

Commercial

 

33.5

 

 

47.4

 

 

(29.3

)

 

 

57.8

 

 

61.6

 

 

(6.1

)

Industrial

 

0.3

 

 

0.7

 

 

(50.7

)

 

 

0.7

 

 

1.0

 

 

(35.3

)

Off system sales

 

0.3

 

 

2.2

 

 

(85.9

)

 

 

1.2

 

 

4.2

 

 

(71.8

)

On system transportation

 

9.8

 

 

10.2

 

 

(4.1

)

 

 

158.1

 

 

173.5

 

 

(8.9

)

Off system transportation

 

0.4

 

 

0.4

 

 

3.0

 

 

 

22.6

 

 

22.1

 

 

2.3

 

Other revenues

 

3.0

 

 

3.2

 

 

(6.6

)

 

 

 

 

 

 

 

 

 

 

     Total

$

173.0

 

$

221.2

 

 

(21.8

)

 

 

400.5

 

 

422.0

 

 

(5.1

)

By Sales Type

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

System supply

$

159.8

 

$

207.4

 

 

(22.9

)

 

 

219.8

 

 

226.4

 

 

(2.9

)

Transportation

 

10.2

 

 

10.6

 

 

(3.8

)

 

 

180.7

 

 

195.6

 

 

(7.6

)

Other revenues

 

3.0

 

 

3.2

 

 

(6.6

)

 

 

 

 

 

 

 

 

 

 

     Total

$

173.0

 

$

221.2

 

 

(21.8

)

 

 

400.5

 

 

422.0

 

 

(5.1

)

Average customers (thousands)

 

516.3

 

 

513.1

 

 

0.6

 

 

 

 

 

 

 

 

 

 

 

(1)     Information presented for 2014 is for comparative purposes only, as this was before the date of acquisition (Sept. 2, 2014).

Other (net)

The secondfirst quarter 20152016 cost from continuing operations for Other (net)– net of $13.7$4.8 million included $0.4$0.1 million of costs associated with the integration of NMGC,pending Emera transaction, compared with the cost of $12.1$12.9 million in 2014,2015, which included $2.7$0.7 million of NMGC relatedNMGC-related integration costs.  ResultsFirst-quarter results in 2015 reflect $1.1 million of interest expense at NMGI, and2016 reflected a $2.6$5.8 million tax expensebenefit due to an accounting rule change related to long-termstock-based incentive compensation, shares that vested below target levels. Results also reflect $1.0 million of interest expense previously allocated to TECO Coal, which was more than offset byand lower interest expense as a result of refinancing debt maturities in May.maturities.


The 2015 year-to-date cost from continuing operations for Other (net) was $26.6 million, which included $1.0 million of NMGC integration-related costs, compared with $23.5 million in 2014, which included $4.7 million of NMGC acquisition-related costs.  Cost drivers in the 2015 year-to-date period included $2.2 million of interest at NMGI, $1.0 million of interest previously allocated to TECO Coal that was not offset by lower interest expense, and the second quarter tax expense related to long-term incentive shares discussed above.

The segment data in Note 11 to the TECO Energy Consolidated Condensed Financial Statements presents Other and Eliminations as separate segments. The discussion above nets the two segments.

49


 

Discontinued Operations – TECO Coal

The secondsale of TECO Coal closed in September 2015. The $0.1 million first quarter 2015 loss of $49.7 milliongain recorded in discontinued operations reflects TECO Coal’s second quarter operating resultsa refund of $1.1prepaid costs recorded in the Other – net segment, compared with a $5.8 million and net impairment charges of $50.8 million associated withloss in the pending sale of TECO Coal.

The year-to-date loss of $55.5 million in discontinued operations reflects2015 period, which reflected  TECO Coal’s operating loss of $4.7 million and the net impairment charges recorded in the second quarter.

2015 Guidance from Continuing Operations

TECO Energy expectsresults prior to deliver consolidated earnings from continuing operations in a range between $1.08 and $1.11 in 2015, excluding any non-GAAP charges or gains. TECO Energy expects earnings in 2015 to be driven by the factors discussed in previous filings with the SEC.its sale.

Review of Strategic Alternatives

On July 16, 2015, in response to market rumors, TECO Energy confirmed that it was exploring strategic alternatives and had retained Morgan Stanley & Co. LLC to advise it in connection with exploring such strategic alternatives. No assurance can be given that TECO Energy will determine to pursue a potential sale or enter into any definitive sale agreement.

Income Taxes

The provisions for income taxes from continuing operations for the sixthree month periods ended June 30,Mar. 31, 2016 and 2015 and 2014 were $80.4$35.7 million and $64.3$39.9 million, respectively. The provision for income taxes for the sixthree months ended June 30, 2015Mar. 31, 2016 was impacted by higher operating income.income offset by a tax benefit related to long-term incentive compensation share vestings (see Note 2 to the TECO Energy Consolidated Financial Statements).

Pending Acquisition by Emera Status

·

On Oct. 19, 2015, TECO Energy and Emera filed for approval of the Merger with the NMPRC Docket No. 15-00327-UT. On Apr. 11, TECO Energy and Emera announced that they had filed an unopposed stipulation with the NMPRC reflecting a settlement reached with intervening parties in the acquisition case currently pending before the NMPRC for approval of Emera’s acquisition of TECO Energy and the indirect acquisition of NMGC. This stipulation was subject to a public hearing before the hearing examiner, which was held May 2. A final recommendation by the hearing examiner and final approval by the NMPRC are required.

·

On Dec. 3, 2015, TECO Energy shareholders approved the Merger with Emera.

·

On Jan. 20, 2016, the FERC issued an order authorizing the Merger, finding that it is consistent with the public interest.

·

On Feb. 8 the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired without comment.

·

On Mar. 23, Emera announced that the Committee on Foreign Investment in the United States had completed its review of the acquisition of TECO Energy and had determined that there are no unresolved national security concerns with respect to the acquisition.

Liquidity and Capital Resources

The table below sets forth the June 30, 2015Mar. 31, 2016 consolidated liquidity and cash balances, the cash balances at the operating companies and TECO Energy parent,Parent, and amounts available under the TECO Energy/TECO Finance, TEC and NMGC credit facilities.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TECO Finance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TECO Finance

 

(millions)

 

Consolidated

 

 

TEC

 

 

NMGC

 

 

Parent/other

 

 

Consolidated

 

 

TEC

 

 

NMGC

 

 

Parent/other

 

Credit facilities(1)

 

$

900.0

 

 

$

475.0

 

 

$

125.0

 

 

$

300.0

 

 

$

1,300.0

 

 

$

475.0

 

 

$

125.0

 

 

$

700.0

 

Drawn amounts/LCs

 

 

87.8

 

 

 

0.6

 

 

 

12.2

 

 

 

75.0

 

Drawn amounts/letters of credit (1)

 

 

515.2

 

 

 

0.5

 

 

 

1.7

 

 

 

513.0

 

Available credit facilities

 

 

812.2

 

 

 

474.4

 

 

 

112.8

 

 

 

225.0

 

 

 

784.8

 

 

 

474.5

 

 

 

123.3

 

 

 

187.0

 

Cash and short-term investments

 

 

56.0

 

 

 

33.9

 

 

 

2.7

 

 

 

19.4

 

 

 

46.1

 

 

 

28.2

 

 

 

3.1

 

 

 

14.8

 

Total liquidity

 

$

868.2

 

 

$

508.3

 

 

$

115.5

 

 

$

244.4

 

 

$

830.9

 

 

$

502.7

 

 

$

126.4

 

 

$

201.8

 

(1)

Includes amounts under the TECO Energy/TECO Finance $400 million one-year term loan facility that was fully funded on Mar. 14, 2016.

Covenants in Financing Agreements

In order to utilize their respective bank credit facilities, TECO Energy and its subsidiaries must meet certain financial tests as defined in the applicable agreements. In addition, TECO Energy and its subsidiaries have certain restrictive covenants in specific agreements and debt instruments. At June 30, 2015,Mar. 31, 2016, TECO Energy and its subsidiaries were in compliance with all required financial covenants. The table that follows lists the significant financial covenants and the performance relative to them at June 30, 2015.Mar. 31, 2016. Reference is made to the specific agreements and instruments for more details.

 


50


Significant Financial Covenants

(millions, unless otherwise indicated)

 

 

 

 

 

 

 

Calculation

 

Instrument

 

Financial Covenant (1)

 

Requirement/Restriction

 

at June 30, 2015Mar. 31, 2016

 

TEC

 

 

 

 

 

 

 

 

Credit facility (2)

 

Debt/capital

 

Cannot exceed 65%

 

 

47.6%45.9%

 

Accounts receivable credit facility (2)

 

Debt/capital

 

Cannot exceed 65%

 

 

47.6%45.9%

 

6.25% senior notes

 

Debt/capital Limit on liens (3)

 

Cannot exceed 60% Cannot exceed $700

 

47.6%45.9%

$0 liens outstanding

 

NMGC

 

 

 

 

 

 

 

 

Credit facility (2)

 

Debt/capital

 

Cannot exceed 65%

 

 

29.7%28.7%

 

3.54% and 4.87% senior unsecured notes

 

Debt/capital

 

Cannot exceed 65%

 

 

29.7%28.7%

 

NMGI

 

 

 

 

 

 

 

 

2.71% and 3.64% senior unsecured notes

 

Debt/capital

 

Cannot exceed 65%

 

 

47.3%45.9%

 

TECO Energy/TECO Finance

 

 

 

 

 

 

 

 

Credit facility - 2013 $300 million (2)

 

Debt/capital

 

Cannot exceed 65%

 

 

60.5%61.6%

Credit facility - 2016 $400 million (2)

Debt/capital

Cannot exceed 65%

61.6%

 

 

(1)

As defined in each applicable instrument.

(2)

See Note 6 to the TECO Energy Consolidated Condensed Financial Statements for a description of the credit facilities.

(3)

If the limitation on liens is exceeded, the company is required to provide ratable security to the holders of these notes.

 

Credit Ratings of Senior Unsecured Debt at June 30, 2015Mar. 31, 2016

 

 

Standard &

Poor’s (S&P)

 

Moody’s

 

Fitch

Tampa Electric Company

 

BBB+

 

A2

 

A-

New Mexico Gas Company

 

BBB+

 

-

 

-

TECO Energy/TECO Finance

 

BBB

 

Baa1

 

BBB

 

On Oct. 27, 2014,Sept. 8, 2015, S&P placedaffirmed the issuer credit rating of TECO Energy and the senior unsecured debt rating of its subsidiaries, TECO Finance, TEC and NMGC on credit watch with positive implications,and revised the outlook to negative from developing, following the announcement of the agreement to sell TECO Coal. pending Merger with Emera.  

On July 6,Sept. 8, 2015, S&P removedMoody’s Investors Service, Inc. announced that the pending Merger with Emera had no immediate impact on the senior unsecured debt ratings of TECO Energy and subsidiaries.  

On Sept. 8, 2015, Fitch Ratings affirmed the issuer creditdefault ratings of TECO Energy and the senior unsecured debt rating from credit watch positiveof its subsidiaries, TECO Finance and TEC, following the announcement of the pending Merger with Emera. On Oct. 9, 2015, Fitch Ratings affirmed the issuer default ratings of TECO Energy at BBB and TEC at BBB+ and affirmed all credit ratings after the expirationsenior unsecured debt rating of the letter agreement to sellits subsidiaries, TECO Coal.  S&PFinance and TEC. Fitch Ratings also described the ratings outlook as positive on Tampa Electric, NMGC, and TECO Energy. On July 17, 2015, S&P revised the outlook for TECO Energy and its subsidiaries from positive to developing and affirmed all credit ratings in response to TECO Energy’s confirmation that it is exploring strategic alternatives. (See the Strategic Alternatives discussion above.)"Stable".

S&P, Moody’s and Fitch describe credit ratings in the BBB or Baa category as representing adequate capacity for payment of financial obligations. The lowest investment grade credit ratings for S&P is BBB-, for Moody’s is Baa3 and for Fitch is BBB-; thus, the credit rating agencies assign TECO Energy, TECO Finance, TEC and NMGC’s senior unsecured debt investment-grade credit ratings.  

A credit rating agency rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. Our access to capital markets and cost of financing, including the applicability of restrictive financial covenants, are influenced by the ratings of our securities. In addition, certain of TEC’s derivative instruments contain provisions that require TEC’s debt to maintain investment grade credit ratings (see Note 12 to the TECO Energy Consolidated Financial Statements). The credit ratings listed above are included in this report in order to provide information that may be relevant to these matters and because downgrades, if any, in credit ratings may affect our ability to borrow and may increase financing costs, which may decrease earnings (see the Risk Factors sectionin Item 1A of TECO Energy’s 2014 Annual Report on Form 10-K)for the year ended Dec. 31, 2015). These credit ratings are not necessarily applicable to any particular security that we may offer and therefore should not be relied upon for making a decision to buy, sell or hold any of our securities.

Fair Value Measurements

All natural gas derivatives were entered into by the regulated utilities to manage the impact of natural gas prices on customers. As a result of applying accounting standards for regulated operations, the changes in value of natural gas derivatives of Tampa


Electric, PGS and NMGC are recorded as regulatory assets or liabilities to reflect the impact of the risks of hedging activities in the fuel recovery clause. Because the amounts are deferred and ultimately collected through the fuel clause, the unrealized gains and losses associated with the valuation of these assets and liabilities do not impact our results of operations.

The valuation methods used to determine fair value are described in Notes 7 and 13 to the TECO Energy Consolidated Condensed Financial Statements. In addition, the company considered the impact of nonperformance risk in determining the fair

51


value of derivatives. The company considered the net position with each counterparty, past performance of both parties and the intent of the parties, indications of credit deterioration and whether the markets in which the company transacts have experienced dislocation. At June 30, 2015,Mar. 31, 2016, the fair value of derivatives was not materially affected by nonperformance risk.

Critical Accounting Policies and Estimates

The company’s critical accounting policies relate to deferred income taxes, employee postretirement benefits, long-lived assets, goodwill purchase accounting and regulatory accounting. For further discussion of critical accounting policies, see TECO Energy’s Annual Report on Form 10-K for the year ended Dec. 31, 2014.2015.

EnvironmentalRegulatory

Tampa Electric produces ashPGS Compliance Activities

In 2013, the FPSC audit staff cited PGS for not fully complying with FPSC rules mostly focused on record keeping for maintenance and other by-products, collectively knownrecord keeping in two of its divisions.  PGS took immediate and significant corrective actions, including organizational, operational and system changes over the course of multiple years.

In 2015, the FPSC staff met with PGS officials to discuss perceived continuing issues associated with the PGS pipeline safety program.  PGS was presented with a summary of safety rule violations, many of which were identified during PGS’ implementation of its action plan as CCRs. a result of the 2013 audit findings. Through ongoing discussions with the audit staff, PGS was made aware of concerns regarding falsification of documentation in one division.  PGS determined that leak-inspection reports in 2014 were falsified.  PGS took immediate actions to correct the findings, including reinspecting all pipes due for inspection in that division in 2014 and repaired deficiencies as appropriate.

The CCRs produced at Big Bend include fly ash, FGD gypsum, boiler slag, bottom ashFPSC audit staff published a follow-up audit report that acknowledged the progress that had been made and economizer ash. The CCRs produced atfound that further improvements were needed.  As a result of this report, the Polk Power Station include gasifier slag and sulfuric acid. Overall, greater than 95%OPC filed a petition with the FPSC pointing to the violations of all CCRs produced at these facilities were marketedrules for safety inspections seeking fines or possible refunds to customers by PGS. On Feb. 25, 2016, the FPSC staff issued a notice informing PGS that the staff would be making a recommendation to the FPSC to initiate a show cause proceeding against PGS for beneficial use in commercial and industrial products. The remaining 5% were either disposedalleged safety rule violations, with total potential penalties of onsite or shipped offsiteup to nearby industrial waste landfills in Central Florida.

The U.S. EPA published$3.9 million. On Apr. 18, 2016, PGS reached a new CCR rule in the Federal Register on April 17, 2015 setting federal standards for companies that dispose of CCRs in onsite landfills and impoundments. The rule will go into effect on October 19, 2015 and contains design and operating standards for CCR management units. Tampa Electric is currently evaluating various options for demonstrating compliancesettlement regarding this matter with the rule.OPC and FPSC staff and agreed to pay a $1.0 million civil penalty and make refunds to customers of $2.0 million. The initial assessment is that activities in 2015 andFPSC approved the settlement agreement on May 5, 2016 will consist primarily of monitoring and testing of the two existing CCR impoundments that are affected by this rule.  Potential capital expenditures that may be required to comply with this rule are not expected to be significant.  Under current Florida regulation, compliance related expenditures and capital investments related to complying with this new rule would be recoverable under the state’s Environmental Cost Recovery Clause. This rule is likely to face continued legal challenges by the utility industry and environmental groups, and legislation is required to fix certain portions of the rule.  At this time, the ultimate outcome of any litigation or legislation is uncertain and it is not possible to predict the ultimate impact on Tampa Electric at this time.

On June 29, 2015, the U.S. Supreme Court remanded the EPA’s Mercury and Air Toxics Standard (MATS)(see Note 10 to the U.S. District of Columbia Circuit Court for failing to properly consider the cost of compliance.  The Circuit Court must now decide whether to vacate or stay the rule and require EPA to submit further cost benefit analysis. Many utilities had already taken steps to comply with the rule; therefore the Supreme Court’s decision is not expected to have a material effect on the utility industry.TECO Energy Consolidated Financial Statements).

All of Tampa Electric’s conventional coal-fired units are already equipped with scrubbers and SCRs, and the Polk Unit 1 IGCC unit emissions are minimized in the gasification process. Tampa Electric is uniquely positioned to be able to meet the MATS standards without considerable impacts, compared to others who have not taken similar early actions. Therefore, Tampa Electric expects the co-benefits of these control devices for mercury removal to minimize the impact of this rule and expects that it will be in compliance with MATS with nominal additional capital investment.


52



Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Changes in Fair Value of Derivatives

The change in fair value of derivatives is largely due to settlements of natural gas swaps and the decrease in the average market price component of the company’s outstanding natural gas swaps of approximately 8%5% from Dec. 31, 20142015 to June 30, 2015.Mar. 31, 2016. For natural gas, the company maintained a similar volume hedged as of June 30, 2015 fromMar. 31, 2016 as compared to Dec. 31, 2014.2015.

The following tables summarize the changes in and the fair value balances of derivative assets (liabilities) for the sixthree month period ended June 30, 2015:Mar. 31, 2016:

 

Change in Fair Value of Derivatives (millions)

Net fair value of derivatives as of Dec. 31, 2014

 

$

(42.7

)

Net fair value of derivatives as of Dec. 31, 2015

 

$

(26.0

)

Additions and net changes in unrealized fair value of derivatives

 

 

(4.6

)

 

 

(9.7

)

Changes in valuation techniques and assumptions

 

 

0.0

 

 

 

0.0

 

Realized net settlement of derivatives

 

 

21.6

 

 

 

12.6

 

Net fair value of derivatives as of June 30, 2015

 

$

(25.7

)

Net fair value of derivatives as of Mar. 31, 2016

 

$

(23.1

)

 

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

Total derivative net assets (liabilities) as of Dec. 31, 2014

 

$

(42.7

)

Total derivative net assets (liabilities) as of Dec. 31, 2015

 

$

(26.0

)

Change in fair value of derivative net asset (liabilities):

 

 

 

 

 

 

 

 

Recorded as regulatory assets and liabilities or other comprehensive income

 

 

(5.2

)

 

 

(9.7

)

Recorded in earnings

 

 

0.0

 

 

 

0.0

 

Realized net settlement of derivatives

 

 

21.6

 

 

 

12.6

 

Net option premium payments

 

 

0.6

 

Net fair value of derivatives as of June 30, 2015

 

$

(25.7

)

Net fair value of derivatives as of Mar. 31, 2016

 

$

(23.1

)

 

Below is a summary table of sources of fair value, by maturity period, for derivative contracts at June 30, 2015:

Below is a summary table of sources of fair value, by maturity period, for derivative contracts at Mar. 31, 2016:

 

Maturity and Source of Derivative Contracts Net Assets (Liabilities) (millions)

 

Current

 

 

Non-current

 

 

Total Fair Value

 

 

Current

 

 

Non-current

 

 

Total Fair Value

 

Source of fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actively quoted prices

 

$

0.0

 

 

$

0.0

 

 

$

0.0

 

 

$

0.0

 

 

$

0.0

 

 

$

0.0

 

Other external price sources (1)

 

 

(23.8

)

 

 

(1.9

)

 

 

(25.7

)

 

 

(22.3

)

 

 

(0.8

)

 

 

(23.1

)

Model prices (2)

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

 

 

0.0

 

Total

 

$

(23.8

)

 

$

(1.9

)

 

$

(25.7

)

 

$

(22.3

)

 

$

(0.8

)

 

$

(23.1

)

(1)

Reflects over-the-counter natural gas derivative contracts for which the primary pricing inputs in determining fair value are NYMEX quoted closing prices of exchange-traded instruments.

(2)

Model prices are used for determining the fair value of energy derivatives where price quotes are infrequent or the market is illiquid. Significant inputs to the models are derived from market-observable data and actual historical experience.

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


53



Item 4.

CONTROLS AND PROCEDURES

TECO Energy, Inc.

(a)

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

On Sept. 2, 2014, TECO Energy completed the acquisition of the privately-held NMGI and its wholly owned subsidiary, NMGC. NMGI and NMGC’s business combined constitute 14.2% and 15.1% of the total assets of TECO Energy at June 30, 2015 and Dec. 31, 2014, respectively, and 7.9% and 12.6% of TECO Energy’s revenues for the three and six months ended June 30, 2015, respectively. As permitted by SEC guidance for newly acquired businesses, because it was not possible to complete an effective assessment of the acquired companies’ controls by June 30, 2015, TECO Energy’s management has excluded NMGI and NMGC from its evaluation of disclosure controls and procedures from the date of such acquisition through June 30, 2015. TECO Energy’s management is in the process of reviewing the operations of NMGI and NMGC and implementing TECO Energy’s internal control structure over the acquired operations.

(b)

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

Tampa Electric Company

(a)

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

(b)

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

 

 

 


54


PART II. OTHER INFORMATION

 

Item 1. LEGAL PROCEEDINGS

From time to time, TECO Energy and its subsidiaries are involved in legal, tax and regulatory proceedings before various courts, regulatory commissions and governmental agencies in the ordinary course of its business. Where appropriate, accruals are made in accordance with accounting standards for contingencies to provide for matters that are probable of resulting in an estimable loss. While the outcome of such proceedings is uncertain, management does not believe that their ultimate resolution will have a material adverse effect on the company’s results of operations, financial condition, or cash flows.

For a discussion of certain legal proceedings and environmental matters, including an update of previously disclosed legal proceedings and environmental matters, see Notes 10 and 8, Commitments and Contingencies, of the TECO Energy and Tampa Electric Company Consolidated Financial Statements, respectively.

 

 

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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

 

 

 

 

 

 

 

 

 

 

 

Maximum Number (or

 

 

 

 

 

 

 

 

Total Number of Shares

 

 

Approximate Dollar Value)

 

 

 

 

 

 

 

 

(or Units) Purchased as

 

 

of Shares (or Units) that

 

 

 

Total Number of

 

 

 

Average Price

 

 

Part of Publicly

 

 

May Yet Be Purchased

 

 

 

Shares (or Units)

 

 

 

Paid per Share

 

 

Announced Plans or

 

 

Under the Plans or

 

 

 

Purchased (1)

 

 

 

(or Unit)

 

 

 

Programs

 

 

Programs

 

Apr. 1, 2015 - Apr. 30, 2015

 

2,013

 

 

$

19.36

 

 

0

 

 

$

0

 

May 1, 2015 - May 31, 2015

 

74,998

 

 

$

18.95

 

 

0

 

 

$

0

 

June 1, 2015 - June 30, 2015

 

690

 

 

$

17.88

 

 

0

 

 

$

0

 

Total 2nd Quarter 2015

 

77,701

 

 

$

18.95

 

 

 

0

 

 

$

0

 

 

Total Number of

 

 

Average Price

 

 

Total Number of Shares

 

 

Maximum Number (or

 

 

Shares (or Units)

 

 

Paid per Share

 

 

(or Units) Purchased as

 

 

Approximate Dollar Value)

 

 

Purchased (1)

 

 

(or Unit)

 

 

Part of Publicly

 

 

of Shares (or Units) that

 

 

 

 

 

 

 

 

 

 

Announced Plans or

 

 

May Yet Be Purchased

 

 

 

 

 

 

 

 

 

 

Programs

 

 

Under the Plans or

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Programs

 

Jan. 1, 2016 - Jan. 31, 2016

 

219,281

 

 

$

27.00

 

 

0

 

 

0

 

Feb. 1, 2016 - Feb. 29, 2016

 

6,929

 

 

$

27.42

 

 

0

 

 

0

 

Mar. 1, 2016 - Mar. 31, 2016

 

1,390

 

 

$

27.51

 

 

0

 

 

0

 

Total 1st Quarter 2016

 

227,600

 

 

$

27.02

 

 

 

0

 

 

 

0

 

(1)

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

 

Item  4.

MINE SAFETY INFORMATION

TECO Coal is subject to regulation by the Federal MSHA under the Federal Mine Safety and Health Act of 1977. Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95 to this quarterly report.

 

Item 6.

EXHIBITS

Exhibits - See index on pages 57 and 58.page 50.

 

 

 


55


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

TECO ENERGY, INC.

 

 

(Registrant)

 

 

 

Date: AugustMay 5, 20152016

 

By:

 

/s/ S. W. CALLAHAN

 

 

 

 

     S. W. CALLAHAN

 

 

 

 

     Senior Vice President-Finance and Accounting and
Chief Financial Officer (Chief Accounting Officer)

 

 

 

 

     (Principal Financial and Accounting Officer)

 

 

 

 

TAMPA ELECTRIC COMPANY

 

 

(Registrant)

 

 

 

Date: AugustMay 5, 20152016

 

By:

 

/s/ S. W. CALLAHAN

 

 

 

 

     S. W. CALLAHAN

 

 

 

 

     Vice President-Finance and Accounting and
Chief Financial Officer (Chief Accounting Officer)

 

 

 

 

     (Principal Financial and Accounting Officer)

 

 

 

 


56


INDEX TO EXHIBITS

 

Exhibit

 

 

 

No.

 

Description

2.1

Amendment No. 4 dated as of April 17, 2015 to the Securities Purchase Agreement dated as of October 17, 2014, by and between TECO Diversified, Inc. as Seller, and Cambrian Coal Corporation, as Purchaser.

 

3.1

 

Amended and Restated Articles of Incorporation of TECO Energy, Inc., as filed on May 3, 2012 (Exhibit 3.1, Form 8-K dated May 4, 2012 of TECO Energy, Inc.).

*

 

 

 

 

3.2

 

Bylaws of TECO Energy, Inc., as amended effective May 3, 2012 (Exhibit 3.2, Form 8-K dated May 4, 2012 of TECO Energy, Inc.).

*

 

 

 

 

3.3

 

Restated Articles of Incorporation of Tampa Electric Company, as amended on Nov. 30, 1982 (Exhibit 3 to Registration Statement No. 2-70653 of Tampa Electric Company).

*

 

 

 

 

3.4

 

Bylaws of Tampa Electric Company, as amended effective Feb. 2, 2011 (Exhibit 3.4, Form 10-K for 2010 of TECO Energy, Inc. and Tampa Electric Company).

*

 

 

 

 

4.110.1

 

Fourth Supplemental IndentureCredit Agreement dated as of April 10, 2015,Mar. 14, 2016, among TECO Finance, Inc., as issuer,Borrower, TECO Energy, Inc., as guarantor, and TheGuarantor, JPMorgan Chase Bank, of New York Mellon Trust Company, N.A., as trusteeAdministrative Agent, and calculation agent, supplementing the Indenture dated as of December 21, 2007 (including the form of Floating Rate Notes due 2018)Lenders party thereto (Exhibit 4.22,10.1, Form 8-K dated April 10, 2015Mar. 14, 2016 of TECO Energy, Inc.).

*

 

 

 

 

4.210.2

 

Twelfth Supplemental Indenture datedForm of Restricted Stock Unit Award Agreement between TECO Energy, Inc. and certain officers under the TECO Energy, Inc. 2010 Equity Incentive Plan, as of May 20, 2015, between Tampa Electric Company, as issuer, and The Bank of New York Mellon, as trustee, supplementing the Indenture dated as of July 1, 1998, as amended (including the form of 4.20% Notes due 2045) (Exhibit 4.24, Form 8-K dated May 20, 2015 of Tampa Electric Company).amended.

*

10.3

Form of Performance-Based Restricted Stock Unit Award Agreement between TECO Energy, Inc. and certain officers under the TECO Energy, Inc. 2010 Equity Incentive Plan, as amended.

 

 

 

 

12.1

 

Ratio of Earnings to Fixed Charges – TECO Energy, Inc.

 

 

 

 

 

12.2

 

Ratio of Earnings to Fixed Charges – Tampa Electric Company.

 

 

 

 

 

31.1

 

Certification of the Chief Executive Officer of TECO Energy, Inc. pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

31.2

 

Certification of the Chief Financial Officer of TECO Energy, Inc. pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

31.3

 

Certification of the Chief Executive Officer of Tampa Electric Company pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

31.4

 

Certification of the Chief Financial Officer of Tampa Electric Company pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

 

32.1

 

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

 

 

 

 

 

32.2

 

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

 

 

 

 

 

95

Mine Safety Disclosure

101.INS

 

XBRL Instance Document

 

 

 

 

 

101.SCH

 

XBRL Taxonomy Extension Schema Document

 

 

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

 

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

 

 

 

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

57


 

(1)

This certification accompanies the Quarterly Report on Form 10-Q and is not filed as part of it.

 


*

Indicates exhibit previously filed with the Securities and Exchange Commission and incorporated herein by reference. Exhibits filed with periodic reports of TECO Energy, Inc. and TEC were filed under Commission File Nos. 1-8180 and 1-5007, respectively.

5851