UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 22, 2004
TECO ENERGY, INC.
(Exact name of registrant as specified in its charter)
| | | | |
Florida | | 1-8180 | | 59-2052286 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer identification No.) |
702 N. Franklin Street, Tampa, Florida 33602
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (813) 228-1111
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 9 – Financial Statements and Exhibits
Item 9.01: Financial Statements and Exhibits
(b) | Pro forma financial information |
As reported on a Current Report on Form 8-K dated December 22, 2004 and filed on December 29, 2004, TECO Energy, Inc. and its subsidiaries completed the sale of Frontera Generation Limited Partnership (Frontera), the owner of the Frontera Power Station in Texas, to a subsidiary of Centrica plc. TECO Energy, Inc. has determined that the operating results and charges related to Frontera will be reported as discontinued operations on its consolidated income statements and has filed this Amendment to the Current Report on Form 8-K to provide the pro forma financial information required as a result of that determination.
The following unaudited pro forma consolidated balance sheet reflects the disposition of Frontera as if it had occurred on Sept. 30, 2004. The unaudited pro forma condensed statements of income for the nine-month periods ended September 30, 2004 and 2003, and for the years ended December 31, 2003, 2002 and 2001, no longer reflect the results of Frontera operations and charges as continuing operations since those results will be included in discontinued operations. The pro forma financial information does not purport to represent TECO Energy, Inc.’s future consolidated financial position or future consolidated results of operations.
2
TECO Energy, Inc.
Pro Forma Condensed Consolidated Balance Sheet
September 30, 2004
(Unaudited)
| | | | | | | | | | |
$ millions | | As reported
| | Frontera(1) Adjustments
| | | Pro Forma
|
Current assets | | | | | | | | | | |
Cash and cash equivalents | | $ | 102.5 | | $ | 132.0 | | | $ | 234.5 |
Restricted cash | | | 57.2 | | | — | | | | 57.2 |
Receivables, less allowance for uncollectibles | | | 324.0 | | | — | | | | 324.0 |
Current derivative assets | | | 19.5 | | | — | | | | 19.5 |
Inventories, at average cost | | | | | | | | | | |
Fuel | | | 59.6 | | | — | | | | 59.6 |
Materials and supplies | | | 86.6 | | | (6.2 | ) | | | 80.4 |
Prepayments and other current assets | | | 167.8 | | | (0.5 | ) | | | 167.3 |
Assets held for sale | | | 144.7 | | | — | | | | 144.7 |
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|
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|
| |
|
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Total current assets | | | 961.9 | | | 125.3 | | | | 1,087.2 |
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|
| |
|
|
| |
|
|
Total property, plant and equipment (net) | | | 5,501.3 | | | (166.2 | ) | | | 5,335.1 |
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|
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|
|
| |
|
|
Other assets | | | | | | | | | | |
Deferred income taxes | | | 967.7 | | | 15.4 | | | | 983.1 |
Other investments | | | 11.5 | | | — | | | | 11.5 |
Regulatory assets | | | 165.4 | | | — | | | | 165.4 |
Investment in unconsolidated affiliates | | | 254.8 | | | — | | | | 254.8 |
Goodwill | | | 71.2 | | | — | | | | 71.2 |
Deferred charges and other assets | | | 146.8 | | | (5.1 | ) | | | 141.7 |
Assets held for sale | | | 2,052.3 | | | — | | | | 2,052.3 |
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| |
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|
| |
|
|
Total other assets | | | 3,669.7 | | | 10.3 | | | | 3,680.0 |
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|
| |
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|
| |
|
|
Total assets | | $ | 10,132.9 | | $ | (30.6 | ) | | $ | 10,102.3 |
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|
| |
|
|
3
TECO Energy, Inc.
Pro Forma Condensed Consolidated Balance Sheet – continued
September 30, 2004
(Unaudited)
| | | | | | | | | | | | |
$ millions | | As reported
| | | Frontera(1) Adjustments
| | | Pro Forma
| |
Current liabilities | | | | | | | | | | | | |
Long-term debt due within one year | | | | | | | | | | | | |
Recourse | | $ | 5.5 | | | $ | — | | | $ | 5.5 | |
Non-recourse | | | 7.7 | | | | — | | | | 7.7 | |
Notes Payable | | | 25.0 | | | | — | | | | 25.0 | |
Accounts Payable | | | 256.4 | | | | (0.6 | ) | | | 255.8 | |
Customer deposits | | | 104.0 | | | | — | | | | 104.0 | |
Current derivative liabilities | | | 3.8 | | | | — | | | | 3.8 | |
Interest accrued | | | 96.1 | | | | — | | | | 96.1 | |
Taxes accrued | | | 112.8 | | | | (1.4 | ) | | | 111.4 | |
Liabilities associated with assets held for sale | | | 1,593.8 | | | | — | | | | 1,593.8 | |
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|
| |
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|
| |
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|
Total current liabilities | | | 2,205.1 | | | | (2.0 | ) | | | 2,203.1 | |
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|
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|
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|
Other liabilities | | | | | | | | | | | | |
Deferred income tax | | | 517.4 | | | | — | | | | 517.4 | |
Investment tax credits | | | 20.6 | | | | — | | | | 20.6 | |
Regulatory liabilities | | | 547.6 | | | | — | | | | 547.6 | |
Deferred credits and other liabilities | | | 361.5 | | | | — | | | | 361.5 | |
Liabilities associated with assets held for sale | | | 675.3 | | | | — | | | | 675.3 | |
Long-term debt, less amount due within one year | | | | | | | | | | | | |
Recourse | | | 3,587.4 | | | | — | | | | 3,587.4 | |
Non-recourse | | | 14.1 | | | | — | | | | 14.1 | |
Junior subordinated | | | 400.4 | | | | — | | | | 400.4 | |
Minority interest | | | 2.7 | | | | — | | | | 2.7 | |
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Total other liabilities | | | 6,127.0 | | | | — | | | | 6,127.0 | |
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Capital | | | | | | | | | | | | |
Common equity | | | 199.6 | | | | — | | | | 199.6 | |
Additional paid in capital | | | 1,488.5 | | | | — | | | | 1,488.5 | |
Retained earnings | | | 167.9 | | | | (28.6 | ) | | | 139.3 | |
Accumulated other comprehensive income | | | (47.8 | ) | | | — | | | | (47.8 | ) |
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Common equity | | | 1,808.2 | | | | (28.6 | ) | | | 1,779.6 | |
Unearned compensation | | | (7.4 | ) | | | — | | | | (7.4 | ) |
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Total capital | | | 1,800.8 | | | | (28.6 | ) | | | 1,772.2 | |
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Total liabilities and capital | | $ | 10,132.9 | | | $ | (30.6 | ) | | $ | 10,102.3 | |
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(1) | Reflects the assets and liabilities of Frontera and the related loss net of the tax benefit on the sale. |
4
TECO Energy, Inc.
Pro Forma Condensed Consolidated Statement of Income
For the nine months ended September 30, 2004
(Unaudited)
| | | | | | | | | | | | |
$ millions, except per share amounts | | As reported
| | | Frontera(1) Adjustments
| | | Pro Forma
| |
Revenues | | $ | 2,097.6 | | | $ | 49.8 | | | $ | 2,047.8 | |
Operating expenses | | | 1,886.7 | | | | 50.8 | | | | 1,835.9 | |
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Income from operations | | | 210.9 | | | | (1.0 | ) | | | 211.9 | |
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Other (Expense) Income | | | | | | | | | | | | |
AFUDC - other funds | | | 0.7 | | | | — | | | | 0.7 | |
Other Income | | | 112.5 | | | | (2.6 | ) | | | 115.1 | |
Loss on debt extinguishment | | | (4.3 | ) | | | — | | | | (4.3 | ) |
Impairment on TIE Investment | | | (152.3 | ) | | | — | | | | (152.3 | ) |
TMDP arbitration reserve | | | 5.7 | | | | — | | | | 5.7 | |
Earnings from equity Investments | | | 26.6 | | | | — | | | | 26.6 | |
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Total Other (expense) income | | | (11.1 | ) | | | (2.6 | ) | | | (8.5 | ) |
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Interest charges | | | 244.9 | | | | — | | | | 244.9 | |
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(Loss) income before income taxes | | | (45.1 | ) | | | (3.6 | ) | | | (41.5 | ) |
Provision (benefit) for income tax | | | 16.6 | | | | (1.3 | ) | | | 17.9 | |
Minority interest | | | 61.0 | | | | — | | | | 61.0 | |
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Net income (loss) from continuing operations | | | (0.7 | ) | | | (2.3 | ) | | | 1.6 | |
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Average common shares outstanding | | | | | | | | | | | | |
Basic | | | 190.5 | | | | | | | | 190.5 | |
Diluted | | | 190.5 | | | | | | | | 190.9 | |
Earnings per share from continuing operations | | | | | | | | | | | | |
Basic | | $ | 0.00 | | | | | | | $ | 0.01 | |
Diluted | | $ | 0.00 | | | | | | | $ | 0.01 | |
(1) | Reflects the reclassification of the results of operations for Frontera and the related tax impacts as discontinued operations. |
5
TECO Energy, Inc.
Pro Forma Condensed Consolidated Statement of Income
For the nine months ended September 30, 2003
(Unaudited)
| | | | | | | | | | | | |
$ millions, except per share amounts | | As reported
| | | Frontera(1) Adjustments
| | | Pro Forma
| |
Revenues | | $ | 2,106.2 | | | $ | 53.5 | | | $ | 2,052.7 | |
Operating expenses | | | 2,022.3 | | | | 121.2 | | | | 1,901.1 | |
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Income from operations | | | 83.9 | | | | (67.7 | ) | | | 151.6 | |
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|
Other (Expense) Income | | | | | | | | | | | | |
AFUDC - other funds | | | 15.6 | | | | — | | | | 15.6 | |
Other Income | | | 41.6 | | | | — | | | | 41.6 | |
Loss on debt extinguishment | | | — | | | | — | | | | — | |
Impairment on TIE Investment | | | — | | | | — | | | | — | |
TMDP arbitration reserve | | | (32.0 | ) | | | — | | | | (32.0 | ) |
Earnings from equity Investments | | | 6.7 | | | | — | | | | 6.7 | |
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|
Total Other (expense) income | | | 31.9 | | | | — | | | | 31.9 | |
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Interest charges | | | 230.7 | | | | — | | | | 230.7 | |
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|
(Loss) income before income taxes | | | (114.9 | ) | | | (67.7 | ) | | | (47.2 | ) |
Provision (benefit) for income tax | | | (69.5 | ) | | | (23.8 | ) | | | (45.7 | ) |
Minority interest | | | 34.7 | | | | — | | | | 34.7 | |
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Net income (loss) from continuing operations | | | (10.7 | ) | | | (43.9 | ) | | | 33.2 | |
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Average common shares outstanding | | | | | | | | | | | | |
Basic | | | 177.5 | | | | | | | | 177.5 | |
Diluted | | | 177.5 | | | | | | | | 177.8 | |
Earnings per share from continuing operations | | | | | | | | | | | | |
Basic | | $ | (0.06 | ) | | | | | | $ | 0.18 | |
Diluted | | $ | (0.06 | ) | | | | | | $ | 0.18 | |
(1) | Reflects the reclassification of the results of operations for Frontera and the related tax impacts as discontinued operations. |
6
TECO Energy, Inc.
Pro Forma Condensed Consolidated Statement of Income
For the year ended December 31, 2003
(Unaudited)
| | | | | | | | | | | | |
$ millions, except per share amounts | | As reported
| | | Frontera(1) Adjustments
| | | Pro Forma
| |
Revenues | | $ | 2,740.0 | | | $ | 63.1 | | | $ | 2,676.9 | |
Operating expenses | | | 2,719.9 | | | | 138.7 | | | | 2,581.2 | |
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|
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|
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|
Income from operations | | | 20.1 | | | | (75.6 | ) | | | 95.7 | |
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|
| |
|
|
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|
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|
Other (Expense) Income | | | | | | | | | | | | |
AFUDC - other funds | | | 19.8 | | | | — | | | | 19.8 | |
Other Income | | | 114.5 | | | | 2.0 | | | | 112.5 | |
TMDP arbitration reserve | | | (32.0 | ) | | | — | | | | (32.0 | ) |
Earnings from equity Investments | | | (0.4 | ) | | | — | | | | (0.4 | ) |
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|
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Total Other (expense) income | | | 101.9 | | | | 2.0 | | | | 99.9 | |
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Interest charges | | | 320.7 | | | | — | | | | 320.7 | |
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|
Income before income taxes | | | (198.7 | ) | | | (73.6 | ) | | | (125.1 | ) |
Provision (benefit) for income tax | | | (135.2 | ) | | | (25.8 | ) | | | (109.4 | ) |
Minority interest | | | 48.8 | | | | — | | | | 48.8 | |
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Net income (loss) from continuing operations | | | (14.7 | ) | | | (47.8 | ) | | | 33.1 | |
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Average common shares outstanding | | | | | | | | | | | | |
Basic | | | 179.9 | | | | | | | | 179.9 | |
Diluted | | | 179.9 | | | | | | | | 180.2 | |
Earnings per share from continuing operations | | | | | | | | | | | | |
Basic | | $ | (0.08 | ) | | | | | | $ | 0.18 | |
Diluted | | $ | (0.08 | ) | | | | | | $ | 0.18 | |
(1) | Reflects the reclassification of the results of operations for Frontera and the related tax impacts as discontinued operations. |
7
TECO Energy, Inc.
Pro Forma Condensed Consolidated Statement of Income
For the year ended December 31, 2002
(Unaudited)
| | | | | | | | | | | |
$ millions, except per share amounts | | As reported
| | | Frontera(1) Adjustments
| | Pro Forma
| |
Revenues | | $ | 2,664.9 | | | $ | 83.1 | | $ | 2,581.8 | |
Operating expenses | | | 2,283.1 | | | | 71.1 | | | 2,212.0 | |
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|
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|
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|
Income from operations | | | 381.8 | | | | 12.0 | | | 369.8 | |
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|
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|
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|
Other (Expense) Income | | | | | | | | | | | |
AFUDC - other funds | | | 24.9 | | | | — | | | 24.9 | |
Other Income | | | 19.0 | | | | — | | | 19.0 | |
Loss on debt extinguishment | | | (34.1 | ) | | | — | | | (34.1 | ) |
Earnings from equity Investments | | | 5.5 | | | | — | | | 5.5 | |
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|
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|
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|
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|
Total Other (expense) income | | | 15.3 | | | | — | | | 15.3 | |
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|
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|
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|
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|
Interest charges | | | 171.6 | | | | — | | | 171.6 | |
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|
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|
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|
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|
Income before income taxes | | | 225.5 | | | | 12.0 | | | 213.5 | |
Provision (benefit) for income tax | | | (51.7 | ) | | | 4.2 | | | (55.9 | ) |
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|
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Net income (loss) from continuing operations | | | 277.2 | | | | 7.8 | | | 269.4 | |
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Average common shares outstanding | | | | | | | | | | | |
Basic | | | 153.2 | | | | | | | 153.2 | |
Diluted | | | 153.3 | | | | | | | 153.3 | |
Earnings per share from continuing operations | | | | | | | | | | | |
Basic | | $ | 1.81 | | | | | | $ | 1.76 | |
Diluted | | $ | 1.81 | | | | | | $ | 1.76 | |
(1) | Reflects the reclassification of the results of operations for Frontera and the related tax impacts as discontinued operations. |
8
TECO Energy, Inc.
Pro Forma Condensed Consolidated Statement of Income
For the year ended December 31, 2001
(Unaudited)
| | | | | | | | | | | | |
$ millions, except per share amounts | | As reported
| | | Frontera(1) Adjustments
| | | Pro Forma
| |
Revenues | | $ | 2,483.3 | | | $ | 47.4 | | | $ | 2,435.9 | |
Operating expenses | | | 2,085.4 | | | | 48.9 | | | | 2,036.5 | |
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|
|
| |
|
|
| |
|
|
|
Income from operations | | | 397.9 | | | | (1.5 | ) | | | 399.4 | |
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|
|
| |
|
|
| |
|
|
|
Other (Expense) Income | | | | | | | | | | | | |
AFUDC - other funds | | | 6.6 | | | | — | | | | 6.6 | |
Other Income | | | 23.1 | | | | — | | | | 23.1 | |
Earnings from equity Investments | | | 9.1 | | | | — | | | | 9.1 | |
| |
|
|
| |
|
|
| |
|
|
|
Total Other (expense) income | | | 38.8 | | | | — | | | | 38.8 | |
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|
|
| |
|
|
| |
|
|
|
Interest charges | | | 178.5 | | | | — | | | | 178.5 | |
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|
|
| |
|
|
| |
|
|
|
Income before income taxes | | | 258.2 | | | | (1.5 | ) | | | 259.7 | |
Provision (benefit) for income tax | | | (7.3 | ) | | | (0.5 | ) | | | (6.8 | ) |
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|
|
| |
|
|
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|
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|
Net income (loss) from continuing operations | | | 265.5 | | | | (1.0 | ) | | | 266.5 | |
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|
| |
|
|
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|
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|
Average common shares outstanding | | | | | | | | | | | | |
Basic | | | 134.5 | | | | | | | | 134.5 | |
Diluted | | | 135.4 | | | | | | | | 135.4 | |
Earnings per share from continuing operations | | | | | | | | | | | | |
Basic | | $ | 1.98 | | | | | | | $ | 1.98 | |
Diluted | | $ | 1.96 | | | | | | | $ | 1.97 | |
(1) | Reflects the reclassification of the results of operations for Frontera and the related tax impacts as discontinued operations. |
9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | |
Date: January 5, 2005 | | TECO ENERGY, INC. |
| | (Registrant) |
| |
| | /s/ G. L. GILLETTE
|
| | G. L. GILLETTE |
| | Executive Vice President |
| | and Chief Financial Officer (Principal Financial Officer) |
10