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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

OR

Commission File Number 1-5007

TAMPA ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (813) 228-4111

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

YES x NO o

Number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date (October 31, 2002):

Common Stock, Without Par Value 10

The registrant 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.

Index to Exhibits Appears on Page 25

PART I. FINANCIAL INFORMATION

         In the opinion of management, the unaudited consolidated financial statements include all adjustments that are of a recurring nature and necessary to present fairly the financial position of Tampa Electric Company as of Sept. 30, 2002 and 2001, and the results of operations and cash flows for the three-month and nine-month periods ended Sept. 30, 2002 and 2001. The results of operations for the three-month and nine-month periods ended Sept. 30, 2002 are not necessarily indicative of the entire fiscal year ending Dec. 31, 2002. Reference should be made to the explanatory notes affecting the income and balance sheet accounts contained in Tampa Electric Company’s Annual Report on Form 10-K for the year ended Dec. 31, 2001 and to the notes on pages 9 through 14 of this report.

TAMPA ELECTRIC COMPANY
CONSOLIDATED BALANCE SHEETS
Unaudited
(in millions)

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

TAMPA ELECTRIC COMPANY
CONSOLIDATED BALANCE SHEETS – continued
Unaudited
(in millions)

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

TAMPA ELECTRIC COMPANY
CONSOLIDATED STATEMENTS OF INCOME
Unaudited
(in millions)

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

TAMPA ELECTRIC COMPANY
CONSOLIDATED STATEMENTS OF INCOME
Unaudited
(in millions)

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

TAMPA ELECTRIC COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(in millions)

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

TAMPA ELECTRIC COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Unaudited
(in millions)

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A.       Summary of Significant Accounting Policies

B.       Derivatives and Hedging

C.       Comprehensive Income

D.       Regulatory Assets and Liabilities

E.       Purchased Power

F.       Commitments and Contingencies

H.       Assets Held for Sale

I.       Long-Term Debt and Other Financings

J.       New Accounting Pronouncements

         This Quarterly Report on Form 10-Q contains forward-looking statements, which are subject to the inherent uncertainties in predicting future results and conditions. These forward-looking statements include references to the Company’s anticipated results of operations, growth rates, capital investments and funding requirements and other future plans. Certain factors that could cause actual results to differ materially from those projected in these forward-looking statements include the following: interest rates and other factors that could impact the Company’s ability to obtain access to sufficient capital on satisfactory terms; the Company’s ability to successfully complete the sale of its gasification facility; general economic conditions, particularly those in Tampa Electric’s service area affecting energy sales; weather variations affecting energy sales and operating costs; potential competitive changes in the electric and gas industries, particularly in the area of retail competition; regulatory actions affecting Tampa Electric and Peoples Gas System (PGS); commodity price changes affecting the competitive positions of Tampa Electric and PGS; and changes in and compliance with environmental regulations that may impose additional costs or curtail some activities. These and other factors are discussed more fully under “Investment Considerations” in TECO Energy’s Current Reports on Form 8-K filed on Sept. 25, 2002 and Oct. 8, 2002, and references are made thereto.

Results of Operations

Three Months Ended Sept. 30, 2002:

         The Company’s net income for the quarter ended Sept. 30, 2002 was $66.2 million, up from $59.4 million recorded for the three-month period ended Sept. 30, 2001. The 11 percent increase for the quarter relative to last year reflected higher sales due to continued strong customer growth, a return to more normal weather patterns and higher allowance for funds used during construction (AFUDC) (which represents allowed interest and equity cost capitalized to the construction costs), primarily from the Gannon to Bayside Units 1 and 2 repowering project.

Electric division (Tampa Electric)

         Tampa Electric’s net income for the third quarter was $63.1 million, compared with $56.8 million for the same period in 2001. The company showed improved results from customer growth of more than 2 percent and 2 percent higher retail energy sales. Results for the quarter included higher depreciation expense from normal plant additions and higher operations and maintenance expenses related to power plant outage and personnel expenses. The equity component of AFUDC, primarily from the Gannon to Bayside Units 1 and 2 repowering project, increased to $6.9 million for the quarter, from $2.0 million for the same period last year. A summary of the operating statistics for the three months ended Sept. 30, 2002 and 2001 follows:

Natural Gas division (Peoples Gas System)

         Peoples Gas System (PGS) reported net income of $3.1 million for the quarter, compared with $2.6 million for the same period last year. Quarterly results reflected almost 5 percent customer growth, higher residential and commercial usage, increased gas transportation for power generation customers and off-system sales, and lower operating expenses. A summary of operating statistics for the three months ended Sept. 30, 2002 and 2001 is below:

         On June 27, 2002, PGS filed an application for a rate increase with the Florida Public Service Commission (FPSC). In this filing, PGS requested the FPSC to authorize interim rate relief of $5.4 million of annual gross revenues effective within 60 days of the filing. On Sept. 9, 2002, the FPSC issued an order granting interim rate relief in the amount of $1.5 million. In total, PGS is seeking a permanent rate increase of $22.6 million of annual base revenue, a 9 percent increase, with an allowed return on equity of 11.75 percent, compared with the current 11.25 percent, effective within eight months from the date of the filing. Since its last rate case in 1992, PGS has added more than 100,000 customers, a 57 percent increase, nearly doubled its pipeline system to almost 9,000 miles and experienced a 30 percent increase in the consumer price index. A final FPSC order is expected to be granted in the first quarter of 2003.

         On Oct. 21, 2002, Lakeland City Council approved a 10-year franchise agreement with PGS, released PGS from outstanding claims associated with the former franchise and agreed to dismiss the pending litigation. The city came to the conclusion that it no longer desired to pursue owning a gas utility in Lakeland.

Non-operating Items

         The equity portion of AFUDC was $6.9 million and $2.0 million for the three months ended Sept. 30, 2002 and 2001, respectively. AFUDC has increased due to Tampa Electric’s generation expansion program.

         Total interest charges were $15.8 million for the three months ended Sept. 30, 2002 compared to $18.8 million for the same period in 2001. Increased financing costs for the third quarter of 2002, reflecting primarily higher borrowing levels were offset by greater AFUDC credits.

Nine Months Ended Sept. 30, 2002:

         The Company’s net income for the nine months ended Sept. 30, 2002 was $161.8 million, up from $142.7 million recorded for the nine-month period ended Sept. 30, 2001. The 13 percent increase relative to last year reflected continued strong customer growth, improved results from higher income related to a pole attachment revenue true-up at Tampa Electric and higher AFUDC, primarily related to the Gannon to Bayside Units 1 and 2 repowering project.

Electric division (Tampa Electric)

         Tampa Electric’s year-to-date net income increased more than 15 percent to $144.5 million, reflecting more than 2.5 percent customer growth and almost 3 percent higher retail energy sales as a result of a return to more-normal weather. Tampa Electric also showed improved results from the pole attachment revenue true-up recorded in the first quarter of 2002. The equity component of AFUDC increased to $16.9 million for the nine months ended Sept. 30, 2002, from $4.0 million recorded last year. Depreciation expense and operations and maintenance expenses increased as a result of the factors discussed for the quarter and a small early retirement plan in the second quarter. A summary of operating statistics for the nine months ended Sept. 30, 2002 and 2001 follows:

Natural Gas division (Peoples Gas System)

         PGS’ year-to-date net income was $17.3 million, unchanged from the same period last year. Year-to-date results reflected mild winter weather offset by lower operating expenses, more than 4 percent customer growth, higher commercial usage and increased volumes for low margin, transportation gas. Transportation-only sales to electric power generators, interruptible customers and off-system sales increased because lower gas prices made gas utilization more attractive for these price-sensitive customers. Operating expenses were lower than last year, reflecting the lower cost of gas sold, while depreciation increased due to normal plant growth. A summary of operating statistics for the nine months ended Sept. 30, 2002 and 2001 follows:

Non-operating Items

         The equity component of AFUDC was $16.9 million and $4.0 million for the nine months ended Sept. 30, 2002 and 2001, respectively. AFUDC has increased due to Tampa Electric’s generation expansion program.

         Total interest charges were $51.0 million for the nine months ended Sept. 30, 2002 compared to $57.5 million for the same period in 2001. Increased financing costs for the first nine months of 2002, reflecting primarily higher borrowing levels, were offset by greater AFUDC credits.

Liquidity and Changes in Financial Condition

         Cash from operations of $315.7 million for the nine months ended Sept. 30, 2002, was approximately 5 percent higher than the $208.7 million in 2001, due primarily to the recovery of costs deferred under regulatory clauses and higher income. Cash used for investing activities for the first nine months of 2002 was $487.4 million, compared with $329.8 million last year, primarily due to the Tampa Electric’s repowering project. Net cash received from financing activities was $163.6 million compared with $122.0 million last year. Cash from financing activities is net of dividend payments to its parent, TECO Energy, of $197.4 million in the first nine months of 2002, compared with payments of $116.8 million for the same period last year.

         In August 2002, the Company issued $550 million of notes consisting of $150 million of 5-year notes with a coupon rate of 5.375% and $400 million of 10-year notes with a coupon rate of 6.375%. These rates included a spread to the underlying treasury rate of 220 basis points on the 5-year notes and 230 basis points on the 10-year notes. Net proceeds of $542.7 million were used to repay $150 million of put bonds and commercial paper.

         In June 2002, the Hillsborough County Industrial Development Authority (HCIDA) issued $147.1 million of HCIDA Pollution Control Revenue Refunding Bonds (Tampa Electric Company Project) Series 2002, for the benefit of the Company. Restricted cash as reported at June 30, 2002 of $146.3 million primarily reflected the net proceeds from these bonds held by the trustee which were used in July and August 2002 to refund outstanding HCIDA tax-exempt debt previously issued for the benefit of the Company. This refinancing is expected to result in annual pretax savings of $3.4 million. See Note I to the Consolidated Financial Statements.

         On Sept. 23, 2002, Fitch Ratings, and on Sept. 24, 2002, Moody’s Investor Services, Inc. and Standard & Poor’s Ratings Service, lowered the ratings of Tampa Electric’s senior unsecured debt to A- from A+, to A2 from A1 and to BBB from A-, respectively.

Credit Ratings/Senior Debt (as of Sept. 24, 2002)

         Tampa Electric historically accesses the commercial paper market to satisfy short-term borrowing requirements. The Company continues to maintain access to the commercial paper market. This program is backed by the Company’s $300 million bank credit line facility. This 364-day facility has been renewed with higher interest rates, and it now has a maturity date of Nov. 12, 2003. The Company’s ability to utilize its commercial paper program is dependent upon maintaining investment grade ratings, and would be adversely affected by changes in the commercial paper market or if bank credit facilities were unavailable. Under Tampa Electric’s new 364-day facility, the Company’s debt-to-capital ratio may not exceed 65.0% measured at the end of the applicable quarter and its earnings before interest, taxes, depreciation and amortization (EBITDA) to interest coverage ratio must be at least 2.5 times. The Company’s debt-to-capital ratio was 44.3% and EBITDA to interest coverage ratio was 7.8 times at Sept. 30, 2002.

         The activities on the sale of the coal gasification unit at Tampa Electric’s Polk Power Station are progressing rapidly. A letter of intent has been signed with negotiations proceeding toward a definitive agreement, with a closing expected in the first quarter of 2003 subject to the purchaser’s receipt of a favorable tax ruling from the Internal Revenue Service.

Critical Accounting Policies

         Management’s Discussion & Analysis of Financial Condition & Results of Operations provides a narrative explanation of the Company’s consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are based on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and judgments under different assumptions or conditions. Please refer to Critical Accounting Policies of the Management’s Discussion & Analysis of Financial Condition & Results of Operations section of the Company’s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2001 for a discussion of our critical accounting policies. See also Note A - Summary of Significant Accounting Policies to the Consolidated Financial Statements.

Accounting Standards

Business Combinations, Goodwill and Other Intangible Assets

         Effective Jan. 1, 2002, the Company adopted Financial Accounting Standards Board FAS 141, Business Combinations, and FAS 142, Goodwill and Other Intangible Assets. FAS 141 requires all business combinations initiated after June 30, 2001, to be accounted for using the purchase method of accounting. The Company has no recorded goodwill. See Note J to the Consolidated Financial Statements for additional information.

Accounting for Asset Retirement Obligations

         In July 2001, the Financial Accounting Standards Board issued FAS 143, Accounting for Asset Retirement Obligations, which requires the recognition of a liability at fair value for an asset retirement obligation in the period in which it is incurred. FAS 143 is effective for fiscal years beginning after June 15, 2002. The Company is continuing to identify and quantify the obligations to be initially recorded on the balance sheet for the asset retirement obligations upon adoption of FAS 143. At present, the Company expects to record a charge to earnings to recognize a cumulative-effect for a change in accounting principle.

Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections

         In April 2002, the Financial Accounting Standards Board issued FAS 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. See Note J to the Consolidated Financial Statements for additional information. The implementation of FAS 145 has not had a significant impact on the Company’s results.

Accounting for Exit or Disposal Activities

         In July 2002, the Financial Accounting Standards Board issued FAS 146, Accounting for Costs Associated with Exit or Disposal Activities, which addresses the accounting for costs under certain circumstances, including costs to terminate a contract that is not a capital lease, costs to consolidate facilities or relocate employees, and termination benefits provided to employees that are involuntarily terminated under the terms of a one-time benefit arrangement that is not an ongoing benefit arrangement or an individual deferred compensation contract. FAS 146 is effective for disposal activities initiated after Dec. 31, 2002 with early adoption allowed.

         The Company opted to adopt early FAS 146 in 2002. Early retirements were accepted by 52 employees at the Company’s electric division in mid-2002. Costs associated with this program were approximately $6.3 million and are included in operation expenses. In the fourth quarter of 2002, the Company initiated an additional restructuring program that is expected to impact approximately 130 employees. This program includes retirements, the elimination of positions and other cost control measures. The total costs associated with this program including severance, salary continuance through the end of 2002 and other benefit costs, are estimated to be approximately $10 million and will be recognized in the fourth quarter of 2002.

Interest Rate Risk

         The Company is exposed to changes in interest rates primarily as a result of its borrowing activities, as discussed in Item 7a of the Company’s Annual Report on Form 10-K for the year ended Dec. 31, 2001. At Sept. 30, 2002, there was no material change from Dec. 31, 2001, in the Company’s current exposure to interest rate risk.

Commodity Price Risk`

         The Company is subject to commodity price risk, as discussed in Item 7a of the Company’s Annual Report on Form 10-K for the year ended Dec. 31, 2001. At Sept. 30, 2002, there was no material change from Dec. 31, 2001, in the Company’s exposure to commodity price risk.

PART II. OTHER INFORMATION

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.

CERTIFICATIONS

I, Robert D. Fagan, certify that:

CERTIFICATIONS

I, Gordon L. Gillette, certify that:

INDEX TO EXHIBITS