---



UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K



(Mark One)

| | x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
| | - |  | ---------------------------------------------------------------

| | EXCHANGE |  | ACT OF 1934
| | -------- |  | -----------

For the
fiscal year ended December 31, 2002.



or



| |  ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
| | - |  | -------------------------------------------------------------------

| | EXCHANGE |  | ACT OF 1934
| | -------- |  | -----------

For the
transition period from            to            .



Commission File Number 1-08180



TECO CAPITAL TRUST II

---

(Exact Name of Registrant as Specified in Its Charter)



|                                                                        
|------------------------------------------------------------------------
|Delaware                                                                
|(State of Incorporation or Organization)                                
|                                                                        
|c/o The Bank of New York 101 Barclay Street, 8thFloor New York, New
York
|(Address of Principal Executive Offices)                                



Registrants telephone number, including area code:     (212) 815-5088



Securities registered pursuant to Section 12(b) of the Act:



|Title of Each Class        |  | Name of Each Exchange on Which Registered
|-------------------------- |  | -----------------------------------------
|                          
|Trust Preferred Securities |  | The New York Stock Exchange              



Securities registered pursuant to Section 12(g) of the Act:



N/A

---

(Title of
Class)



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 and 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.     x Yes ̈No



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x



Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule
12b-2). ̈Yes     xNo



The aggregate market value of the registrants voting and
non-voting common equity held by non-affiliates of the registrant as of June 28, 2002 was $0.



---



PART I



ITEM 1.    BUSINESS.



TECO Capital Trust II (the
Trust) is a statutory business trust that TECO Funding Company II, LLC (the LLC), a subsidiary of TECO Energy, Inc. (TECO Energy), formed under Delaware law on November 20, 2000 pursuant to a certificate of trust
filed with the Delaware Secretary of State. The Trust is governed by an Amended and Restated Trust Agreement dated as of January 15, 2002 by and among the LLC as depositor, The Bank of New York as property trustee, and The Bank of New York
(Delaware) as Delaware trustee (the Trust Agreement). The Trust Agreement is qualified as an indenture under the Trust Indenture Act of 1939. TECO Energy and the Trust issued to the public 17,965,000 mandatorily convertible adjustable
conversion-rate equity security units with an annual distribution rate of 9.50%, with an aggregate liquidation amount of $449.1 million on January 15, 2002 for the purpose of acquiring related company preferred securities from the LLC, which in turn
purchased a corresponding amount of subordinated notes from TECO Energy. Each equity security unit initially consisted of a contract to purchase shares of common stock of TECO Energy and a trust preferred security of the trust, which was pledged to
secure the obligation to purchase the common stock of TECO Energy under the related purchase contracts.



Each trust preferred security has a stated liquidation amount of $25, on which distributions are payable at the rate of 5.11% per year on
a quarterly basis, in arrears, through October 15, 2004. In order to provide holders of equity security units comprised of trust preferred security and a purchase contract (each a normal unit) with the necessary collateral to be applied
in the settlement of their purchase contracts, a remarketing agent will sell the trust preferred securities of the holders of normal units, other than those electing not to participate in the remarketing, and the remarketing agent will use the
proceeds to purchase treasury securities, which the participating normal unitholders will pledge to secure their obligations under the related purchase contracts. Holders of trust preferred securities who have substituted collateral for the trust
preferred securities that were part of the normal units and hold the trust preferred securities separately may also elect to participate in the remarketing. In order to facilitate the remarketing of the trust preferred securities, the remarketing
agent will reset the rate of distribution on the trust preferred securities, and on the company preferred securities, for the quarterly payments payable on and after January 15, 2005.



The trust preferred securities represent a corresponding amount of company preferred securities of the LLC.
The LLC sold company preferred securities to the Trust and company common securities to TECO Energy. The LLC used the proceeds from the sale of the company preferred securities and the company common securities to buy from TECO Energy a series of
5.11% junior subordinated notes due January 15, 2007, with the same financial terms as the company preferred securities. TECO Energy has guaranteed payments to be made on the company preferred securities pursuant to a guarantee agreement. TECO
Energy has indirectly guaranteed payments to be made to the holders of the trust preferred securities as a result of their beneficial interest in the company preferred securities.



The cumulative cash distributions are subject to certain deferral provisions. TECO Energy can defer interest
payments on the underlying subordinated notes for up to five years, but not beyond the maturity date on the subordinated notes of January 15, 2007. If TECO Energy defers interest payments on the subordinated notes, the Trust will defer distributions
on the trust preferred securities. During any deferral period, distributions on the trust preferred securities will continue to accumulate quarterly at the initial annual rate of 5.11% of the stated liquidation amount through October 15, 2004 and at
the reset rate thereafter through January 15, 2007.



1



---



The Trust has
minimal assets other than the company preferred securities. The Trust Agreement does not permit the Trust to engage in any activities other than holding the company preferred securities, issuing the trust preferred securities, and engaging in other
related activities. The equity security units (of which the trust preferred securities are a component) began trading on the New York Stock Exchange on January 16, 2002 under the symbol TE PRU.



As long as the trust preferred securities remain outstanding,
TECO Energy is required to maintain a 100 percent direct or indirect ownership in the company common securities issued by the LLC. TECO Energy was in compliance with this covenant at December 31, 2002.



The fiscal year of the Trust is the calendar year. The LLC
pays all fees and expenses related to the Trust.



ITEM
2.    PROPERTIES.



The
Trust has no physical property. Its primary assets are the company preferred securities issued by the LLC.



ITEM 3.    LEGAL PROCEEDINGS.



The Trust is not a party to any legal proceedings.



ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.



No matters were submitted to a vote of security holders
during the quarter ended December 31, 2002.



2



---



PART II



ITEM 5.    MARKET FOR
REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.



The Trust has not issued common equity securities.



ITEM 6.    SELECTED FINANCIAL DATA.



The Trust was established on November 20, 2000 and commenced operations on January 15, 2002.



Total assets at December 31, 2002 amounted to $453,906,310.



ITEM 7.    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
FOR THE YEAR ENDED DECEMBER 31, 2002.



TECO
Capital Trust II was formed on November 20, 2000 and issued to the public 17,965,000 of its trust preferred securities as components of equity security units issued by TECO Energy, Inc. and the Trust for an aggregate purchase price of $449,125,000
on January 15, 2002. The proceeds from the issuance were remitted to the LLC in exchange for 17,965,000 company preferred securities for an aggregate purchase price of $449,125,000. TECO Energy, Inc. purchased all of the company common securities of
the LLC for an aggregate purchase price of $13,975,000. The LLC remitted the proceeds from the issuance of both its company common securities and company preferred securities to TECO Energy, Inc. in exchange for $463,100,000 aggregate principal
amount of 5.11% Junior Subordinated Notes Due 2007 of TECO Energy, Inc., dated January 15, 2002, and bearing interest and maturing on the dates and in the amounts set forth in the Indenture, dated as of August 17, 1998, by and between the Company
and The Bank of New York, as Trustee, as supplemented by the Sixth Supplemental Indenture, dated as of January 15, 2002.



The trust preferred securities represent undivided beneficial interests in the assets of the Trust, which consist of a corresponding
amount of the company preferred securities. Distributions on the company preferred securities are passed on to the holders of the trust preferred securities. The Trust is required to make distributions on the trust preferred securities concurrently
with, and in the same amount as, the distributions on the company preferred securities. Distributions on the company preferred securities are cumulative and accumulate from the date they are first issued at the annual rate of 5.11% of the $25 per
company preferred security liquidation preference. Distributions are payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year. Distributions accrued on the company preferred securities at December 31, 2002, together
with the amounts accrued during the period January 1, 2003 through January 15, 2003 were subsequently distributed by the Trust to the holders of the trust preferred securities.



The equity security units (of which the trust preferred securities are a component) began trading on the New
York Stock Exchange on January 16, 2002 under the symbol TE PRU.



3



---



TECO Energy,
Inc. owns all of the company common securities of the LLC, which, unless an event of default has occurred and is continuing with respect to the junior subordinated notes, represent 100 percent of the voting rights in the LLC. The LLC is managed by a
board of directors who are designated as managers of the LLC within the meaning of Delaware law. The directors will serve until their successors are duly elected and qualified. The directors may appoint officers of the limited liability
company from time to time to manage the day-to-day affairs of the limited liability company. All voting rights in the LLC are vested in TECO Energy, Inc. as the sole holder of the company common securities, including the right to elect the board of
directors.



ITEM 7A.    QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK.



On January 15, 2002, the Trust purchased 17,965,000 company preferred securities of the LLC with an annual distribution rate of 5.11% for an aggregate purchase price of $449,125,000. TECO Energy has guaranteed all payments to be made
on the company preferred securities. There is no public market for these company preferred securities.



4



---



ITEM
8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.



INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



|                                                                          |  | Page No.
|------------------------------------------------------------------------- |  | --------
|                                                                         
|Report of Independent Certified Public Accountants                        |  | 6       
|                                                                         
|Statement of Net Assets Available for Trust Activities, December 31,
2002 |  | 7       
|                                                                         
|Statement of Changes in Net Assets Available for Trust Activities         |  | 8       
|                                                                         
|Notes to Financial Statements                                             |  | 9-12    



All
financial statement schedules have been omitted since they are not required, are inapplicable or the required information is presented in the financial statements or notes thereto.



5



---



Report of
Independent Certified Public Accountants



To the Trustees of
the TECO Capital Trust II:



In our opinion, the
financial statements listed in the accompanying index present fairly, in all material respects, the net assets available for trust activities of the TECO Capital Trust II (the Trust) at Dec. 31, 2002, and the changes in net assets
available for trust activities for the period from Jan. 15, 2002 (date of formation) through Dec. 31, 2002 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility
of the Trusts management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States
of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for
our opinion.





PricewaterhouseCoopers LLP



Tampa,
Florida

February 28, 2003



6



---



TECO CAPITAL
TRUST II



STATEMENT OF NET ASSETS
AVAILABLE FOR TRUST ACTIVITIES

December 31, 2002



|Assets                                           |  |  
|------------------------------------------------ |  | -
|Cash                                             |  | $
|Company Preferred Security Dividends Receivable  |  |  
|Investment in Company Preferred Securities       |  |  
|                                                 |  |  
|Total Assets                                     |  |  
|                                                 |  |  
|                                                
|Liabilities                                      |  |  
|Trust Preferred Securities Distributions Payable |  |  
|Trust Preferred Securities                       |  |  
|                                                 |  |  
|Total Liabilities                                |  |  
|                                                 |  |  
|Net assets available for trust activities        |  | $
|                                                 |  |  



The
accompanying notes are an integral part of the financial statements



7



---



TECO CAPITAL
TRUST II



STATEMENT OF CHANGES IN NET
ASSETS AVAILABLE FOR TRUST ACTIVITIES

From January 15, 2002 (date of formation) through December 31, 2002



|Additions to net assets attributed to:               |  |   |              |  
|---------------------------------------------------- |  | - | ------------ | -
|Company Preferred Security Dividend Income           |  | $ | 21,994,026   |  
|Issue of Trust Preferred Securities                  |  |   | 449,125,000  |  
|                                                     |  |   |              |  
|                                                     |  |   | 471,119,026  |  
|                                                     |  |   |              |  
|                                                    
|Deductions from net assets attributed to:            |  |   |              |  
|Accrued Trust Preferred Security Distributions       |  |   | (21,994,026  | )
|Investment in Company Preferred Securities           |  |   | (449,125,000 | )
|                                                     |  |   |              |  
|                                                     |  |   | (471,119,026 | )
|                                                     |  |   |              |  
|                                                    
|Changes in net assets available for trust activities |  |   |             |  
|                                                    
|Net assets available for trust activities:           |  |   |              |  
|Beginning of period                                  |  |   |             |  
|                                                     |  |   |              |  
|End of period                                        |  | $ |             |  
|                                                     |  |   |              |  



The
accompanying notes are an integral part of the financial statements



8



---



NOTES TO
FINANCIAL STATEMENTS



A.    OVERVIEW



TECO Capital Trust II (the
Trust) is a statutory business trust that TECO Funding Company II, LLC (the LLC), a subsidiary of TECO Energy, Inc. (TECO Energy), formed under Delaware law on November 20, 2000 pursuant to a certificate of trust
filed with the Delaware Secretary of State. The Trust is governed by an Amended and Restated Trust Agreement dated as of January 15, 2002 by and among the LLC as depositor, The Bank of New York as property trustee, and The Bank of New York
(Delaware) as Delaware trustee (the Trust Agreement). The Trust Agreement is qualified as an indenture under the Trust Indenture Act of 1939. TECO Energy and the Trust issued to the public 17,965,000 mandatorily convertible adjustable
conversion-rate equity security units with an annual distribution rate of 9.50%, with an aggregate liquidation amount of $449.1 million on January 15, 2002 for the purpose of acquiring related company preferred securities from the LLC, which in turn
purchased a corresponding amount of subordinated notes from TECO Energy. Each equity security unit initially consisted of a contract to purchase shares of common stock of TECO Energy and a trust preferred security of the trust, which was pledged to
secure the obligation to purchase the common stock of TECO Energy under the related purchase contracts. At December 31, 2002, the trust preferred securities had a carrying amount of $449,125,000 and an estimated fair market value of $357,503,500.
The estimated fair market value was based on quoted market prices.



Each trust preferred security has a stated liquidation amount of $25, on which distributions are payable at the rate of 5.11% per year on a quarterly basis, in arrears, through October 15, 2004. In order to provide holders
of equity security units comprised of trust preferred security and a purchase contract (each a normal unit) with the necessary collateral to be applied in the settlement of their purchase contracts, a remarketing agent will sell the
trust preferred securities of the holders of normal units, other than those electing not to participate in the remarketing, and the remarketing agent will use the proceeds to purchase treasury securities, which the participating normal unitholders
will pledge to secure their obligations under the related purchase contracts. Holders of trust preferred securities who have substituted collateral for the trust preferred securities that were part of the normal units and hold the trust preferred
securities separately may also elect to participate in the remarketing. In order to facilitate the remarketing of the trust preferred securities, the remarketing agent will reset the rate of distribution on the trust preferred securities, and on the
company preferred securities, for the quarterly payments payable on and after January 15, 2005.



The trust preferred securities represent a corresponding amount of company preferred securities of the LLC. The LLC sold company preferred securities to the Trust and company common securities to TECO
Energy. The LLC used the proceeds from the sale of the company preferred securities and the company common securities to buy from TECO Energy a series of 5.11% junior subordinated notes due January 15, 2007, with the same financial terms as the
company preferred securities. TECO Energy has guaranteed payments to be made on the company preferred securities pursuant to a guarantee agreement. TECO Energy has indirectly guaranteed payments to be made to the holders of the trust preferred
securities as a result of their beneficial interest in the company preferred securities.



The cumulative cash distributions are subject to certain deferral provisions. TECO Energy can defer interest payments on the underlying subordinated notes for up to five years, but not beyond the
maturity date on the subordinated notes of January 15, 2007. If TECO Energy defers interest payments on the subordinated notes, the Trust will defer distributions on the trust preferred securities. During any deferral period, distributions on the
trust preferred securities will continue to accumulate quarterly at the initial annual rate of 5.11% of the stated liquidation amount through October 15, 2004 and at the reset rate thereafter through January 15, 2007.



9



---



The Trust has
minimal assets other than the company preferred securities. The Trust Agreement does not permit the Trust to engage in any activities other than holding the company preferred securities, issuing the trust preferred securities, and engaging in other
related activities. The equity security units (of which the trust preferred securities are a component) began trading on the New York Stock Exchange on January 16, 2002 under the symbol TE PRU.



As long as the trust preferred securities remain outstanding,
TECO Energy is required to maintain a 100 percent direct or indirect ownership in the company common securities issued by the LLC. TECO Energy was in compliance with this covenant at December 31, 2002.



B.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis Of Presentation



Additions to net assets, including dividend income, and
deductions from net assets, including dividend distributions, are recognized on an accrual basis. Dividend distributions accumulated from the date the Trust issued the trust preferred securities and are payable quarterly in arrears on January 15,
April 15, July 15 and October 15 of each year, beginning April 15, 2002.



Income Taxes



The
Trust is characterized for United States federal income tax purposes as a grantor trust and will not be taxed as a corporation. For income tax purposes, any income or losses from the Trust are passed through to the holders of the trust preferred
securities. Therefore, no provision for income taxes has been included in the Trusts financial statements.



C.    RELATED PARTIES



During the period from January 15, 2002 (date of formation) through December 31, 2002, the Trust recognized dividend income on the company preferred securities from the LLC of $21,994,026. The Trust
also received dividend payments from the LLC during the period from January 15, 2002 (date of formation) through December 31, 2002 of $17,212,716.



D.    NEW ACCOUNTING STANDARDS



On June 30, 2001, the Financial Accounting Standards Board finalized 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. With the adoption of FAS 142 effective Jan. 1, 2002, goodwill is no longer subject to
amortization. Rather, goodwill will be subject to at least an annual assessment for impairment by applying a fair-value-based test. Under the new rules, an acquired intangible asset should be separately recognized if the benefit of the intangible
asset is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed, rented, or exchanged, regardless of the acquirers intent to do so. These intangible assets will be required to be
amortized over their useful lives. The adoption of FAS 141 and FAS 142 will have no effect on the financial statements of the Trust, since the Trust has no pending business combinations, nor do the financial statements include any goodwill or other
intangible assets.



10



---



In July 2001,
the Financial Accounting Standards Board finalized FAS 143, Accounting for Asset Retirement Obligations, which requires the recognition of a liability for an asset retirement obligation in the period in which it is incurred. When the
liability is initially recorded, the carrying amount of the related long-lived asset is correspondingly increased. Over time, the liability is accreted to its present value and the related capitalized charge is depreciated over the useful life of
the asset. FAS 143 is effective for fiscal years beginning after June 15, 2002. The adoption of FAS 143 will have no effect on the financial statements of the Trust.



In August 2001, the Financial Accounting Standards Board finalized FAS 144, Accounting for the Impairment
or Disposal of Long-Lived Assets. FAS 144 addresses accounting and reporting for the impairment or disposal of long-lived assets, including the disposal of a segment of business. FAS 144 is effective for fiscal years beginning after December 15,
2001, with earlier application encouraged. The adoption of FAS 144 will have no effect on the financial statements of the Trust.



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. In addition to rescinding the aforementioned statements, FAS 145 also amends FAS 13, Accounting for Leases, to eliminate and inconsistency between the required accounting for
sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. This statement also amends other existing authoritative pronouncements to make
various technical corrections, clarify meanings, or describe their applicability under changed conditions. FAS 145 was adopted in the second quarter of 2002. The adoption of FAS 145 had no effect on the financial statements of the Trust.



In July 2002, the Financial Accounting Standards
Board issued FAS 146, Accounting for Exit or Disposal Activities, which addresses the accounting for costs associated with a disposal activity, 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 December 31, 2002. The adoption of FAS 146 will have no effect on the financial statements of the Trust.



In November 2002, the FASB issued Interpretation No. (FIN) 45, Guarantors Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of others (an interpretation of FAS No. 5, 57, and 107 and rescission of FAS Interpretation No. 34), which modifies the accounting and enhances the disclosure of certain
types of guarantees. FIN 45 requires that upon issuance of certain guarantees, the guarantor must recognize a liability for the fair value of the obligation it assumes under the guarantee. FIN 45s provisions for the initial recognition and
measurement are to be applied to guarantees issued or modified after Dec. 31, 2002. The disclosure requirements are effective for financial statements of annual periods that end after Dec. 15, 2002. The adoption of FIN 45 will have no effect on the
financial statements of the Trust.



In December
2002, the FASB issued FAS 148, Accounting for Stock-Based Compensation  Transition and Disclosure. This standard amends FAS 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for companies
that voluntarily change to the fair value based method of accounting for stock-based employee compensation. It also requires prominent disclosure about the effects on reported net income of the companys accounting policy decisions with respect
to stock-based employee compensation in both annual and interim financial statements. The transition provisions and annual disclosure requirements are effective for all fiscal years ending after Dec. 15, 2002, while the interim period disclosure
requirements are effective for all interim periods beginning after Dec. 15, 2002. The adoption of FAS 148 will have no effect on the financial statements of the Trust.



11



---



In January
2003, the FASB issued FIN 46, Consolidation of Variable Interest Entities, an interpretation of ARB No. 51, which imposes a new approach in determining if a reporting entity should consolidate certain legal entities, including partnerships,
limited liability companies, or trusts, among others, collectively defined as variable interest entities or VIEs. A legal entity is considered a VIE if it does not have sufficient equity at risk to finance its own activities without relying on
financial support from other parties. Additional criteria must be applied to determine if this condition is met or if the equity holders, as a group, lack any one of three stipulated characteristics of a controlling financial interest. If the legal
entity is a VIE, then the reporting entity determined to be the primary beneficiary must consolidate it. Even if a reporting entity is not obligated to consolidate a VIE, then certain disclosures must be made about the VIE if the reporting entity
has a significant variable interest. Certain transition disclosures are required for all financial statements issued after Jan. 31, 2003. The on-going disclosure and consolidation requirements are effective for all interim financial periods
beginning after June 15, 2003. The adoption of FIN 46 will have no effect on the financial statements of the Trust.



ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.



None.



12



---



PART III



ITEM 10.    DIRECTORS AND EXECUTIVE
OFFICERS OF THE REGISTRANT.



The Bank of New
York (Delaware), a Delaware banking corporation, acts as the Delaware Trustee, pursuant to the certificate of trust that formed the Trust in November 2000. The Trust has no executive officers or directors.



ITEM 11.    EXECUTIVE COMPENSATION.



Not applicable.



ITEM 12.    SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND
MANAGEMENT.



Not applicable.



ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.



Not applicable.



ITEM 14.    CONTROLS AND PROCEDURES.



|(A) |  | Evaluation of Disclosure Controls and Procedures.TECO Energy, Inc. (the Company) is designated to make compliance filings on behalf of the Trust. The
Companys Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Trusts disclosure controls and procedures (as such term is defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of
1934, as amended (the Exchange Act)) as of a date within 90 days prior to the filing date of this annual report (the Evaluation Date). Based on such evaluation, such officers have concluded that, as of the Evaluation Date,
the Trusts disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to the Trust required to be included in the Trusts reports filed or submitted under the Exchange Act.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(B) |  | Changes in Internal Controls. Since the Evaluation Date, there have not been any significant changes in the Trusts internal controls or in other factors
that could significantly affect such controls.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



13



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PART IV



ITEM 15.    EXHIBITS, FINANCIAL
STATEMENT SCHEDULES, REPORTS ON FORM 8-K.



| | (a) |  | FINANCIAL STATEMENTS
| | --- |  | --------------------



The financial statements are listed under Item 8 of this report.



| | (b) |  | REPORTS ON FORM 8-K
| | --- |  | -------------------



No reports on Form 8-K were filed during the fourth quarter of 2002.



| | (c) |  | EXHIBITS
| | --- |  | --------



|3 |  | Amended and Restated Trust Agreement of TECO Capital Trust II dated as of January 15, 2002.(1)
|- |  | ----------------------------------------------------------------------------------------------



|4.1 |  | Certificate representing Trust Preferred Securities issued by TECO Capital Trust II.(1)
|--- |  | ---------------------------------------------------------------------------------------



|4.2 |  | Amended and Restated Limited Liability Agreement of TECO Funding Company II, LLC.(1)
|--- |  | ------------------------------------------------------------------------------------



|4.3 |  | Certificate representing Company Preferred Securities issued by TECO Funding Company II, LLC.(1)
|--- |  | ------------------------------------------------------------------------------------------------



|4.4 |  | Indenture dated as of August 17, 1998 between TECO Energy, Inc. and The Bank of New York, as trustee.(2)
|--- |  | --------------------------------------------------------------------------------------------------------



|4.5 |  | Sixth Supplemental Indenture dated as of January 15, 2002 by and between TECO Energy, Inc. and The Bank of New York.(1)
|--- |  | -----------------------------------------------------------------------------------------------------------------------



|4.6 |  | Guarantee Agreement dated as of January 15, 2002 by and between TECO Energy, Inc. as Guarantor and The Bank of New York.(1)
|--- |  | ---------------------------------------------------------------------------------------------------------------------------



|4.7 |  | 5.11% Junior Subordinated Notes due January 15, 2007.(1)
|--- |  | --------------------------------------------------------



|23.1 |  | Consent of Independent Certified Public Accountants. Filed herewith.
|---- |  | --------------------------------------------------------------------



|99.1 |  | The consolidated financial statements of TECO Energy, Inc. and its subsidiaries included in Item 8 of TECO Energy, Inc.s Annual Report on Form 10-K. Filed as
Item 8 to TECO Energy, Inc.s Annual Report on Form 10-K filed on March 7, 2003 (File No. 1-08180) and incorporated herein by reference.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(1) |  | Incorporated by reference to the identically titled exhibit to the Current Report on Form 8-K (File No. 1-08180) filed by TECO Energy, Inc. on January 15, 2002.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) |  | Incorporated by reference to Exhibit 4 to TECO Energy, Inc.s Amendment No. 1 to
Registration Statement on Form S-3 (No. 333-60819) filed with the Commission on August 24, 1998.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



14



---



SIGNATURE



Pursuant to the requirements of Section 13
or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



TECO CAPITAL TRUST II

By: TECO Energy, Inc., as

designated signatory



|                    |  |  |  |    
|------------------- |  |  |  | ---
|                   
|Date: March 7, 2003 |  |  |  | By:
|                    |  |  |  |    



15



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CERTIFICATIONS



I, Robert D. Fagan,
certify that:



|1. |  | I have reviewed this annual report on Form 10-K of TECO Capital Trust II
|-- |  | ------------------------------------------------------------------------



|2. |  | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this annual report is being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report
(the Evaluation Date); and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) |  | presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | The registrants other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                   
|-------------------
|Date: March 7, 2003
|                   



16



---



CERTIFICATIONS



I, Gordon L. Gillette,
certify that:



|1. |  | I have reviewed this annual report on Form 10-K of TECO Capital Trust II
|-- |  | ------------------------------------------------------------------------



|2. |  | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. |  | The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) |  | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this annual report is being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) |  | evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report
(the Evaluation Date); and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) |  | presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee
of registrants board of directors (or persons performing the equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) |  | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) |  | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



|6. |  | The registrants other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                   
|-------------------
|Date: March 7, 2003
|                   



17



---

EXHIBIT INDEX



|3 |  | Amended and Restated Trust Agreement of TECO Capital Trust II dated as of January 15, 2002.(1)
|- |  | ----------------------------------------------------------------------------------------------



|4.1 |  | Certificate representing Trust Preferred Securities issued by TECO Capital Trust II.(1)
|--- |  | ---------------------------------------------------------------------------------------



|4.2 |  | Amended and Restated Limited Liability Agreement of TECO Funding Company II, LLC.(1)
|--- |  | ------------------------------------------------------------------------------------



|4.3 |  | Certificate representing Company Preferred Securities issued by TECO Funding Company II, LLC.(1)
|--- |  | ------------------------------------------------------------------------------------------------



|4.4 |  | Indenture dated as of August 17, 1998 between TECO Energy, Inc. and The Bank of New York, as trustee.(2)
|--- |  | --------------------------------------------------------------------------------------------------------



|4.5 |  | Sixth Supplemental Indenture dated as of January 15, 2002 by and between TECO Energy, Inc. and The Bank of New York.(1)
|--- |  | -----------------------------------------------------------------------------------------------------------------------



|4.6 |  | Guarantee Agreement dated as of January 15, 2002 by and between TECO Energy, Inc. as Guarantor and The Bank of New York.(1)
|--- |  | ---------------------------------------------------------------------------------------------------------------------------



|4.7 |  | 5.11% Junior Subordinated Notes due January 15, 2007.(1)
|--- |  | --------------------------------------------------------



|23.1 |  | Consent of Independent Certified Public Accountants. Filed herewith.
|---- |  | --------------------------------------------------------------------



|99.1 |  | The consolidated financial statements of TECO Energy, Inc. and its subsidiaries included in Item 8 of TECO Energy, Inc.s Annual Report on Form 10-K. Filed as
Item 8 to TECO Energy, Inc.s Annual Report on Form 10-K filed on March 7, 2003 (File No. 1-08180) and incorporated herein by reference.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(1) |  | Incorporated by reference to the identically titled exhibit to the Current Report on Form 8-K
(File No. 1-08180) filed by TECO Energy, Inc. on January 15, 2002.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) |  | Incorporated by reference to Exhibit 4 to TECO Energy, Inc.s Amendment No. 1 to
Registration Statement on Form S-3 (No. 333-60819) filed with the Commission on August 24, 1998.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------