UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)


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

For the fiscal year ended December 31, ~~2021~~2022 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

Registrant, State of Incorporation or Organization, Address, Telephone Number and IRS Employer Identification No.

IRS Employer Identification No.

Commission File Number

Exact Name of Registrants as Specified in their Charters, State or Other Jurisdiction of Incorporation or Organization, Address of Principal Executive Offices, Zip Code and Registrants' Telephone Number

IRS Employer Identification No.

333-209196-01

DUKE ENERGY FLORIDA PROJECT FINANCE, LLC

81-0977581

(a Delaware limited liability company)

299 First Avenue North

St. Petersburg, Florida 33701

704-382-3853

1-03274

DUKE ENERGY FLORIDA, LLC

59-0247770

(Depositor and Sponsor)

(a Florida limited liability company)
299 First Avenue North
St. Petersburg, Florida 33701
704-382-3853

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act

Duke Energy Florida Project Finance, LLC (DEFPF) Yes ¨ No x

Duke Energy Florida, LLC (Duke Energy Florida) Yes x No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. (Response applicable to all registrants.) Yes ¨ No x

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

Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. ~~(Check one): Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ☐ Emerging growth company ☐~~

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the ~~registrant~~registrants ~~has~~have filed a report on and attestation to ~~its~~their management’s assessment of the effectiveness of ~~its~~their internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. ~~7252~~7262(b)) by the registered public accounting firm that prepared or issued ~~its~~their audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrants included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrants are a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

DOCUMENTS INCORPORATED BY REFERENCE

None

Auditor Firm ID: 34 Auditor Name: Deloitte & Touche LLP Auditor Location: Charlotte, NC

PART I

The following Items have been omitted pursuant to General Instruction J of Form 10-K:

•Item 1. Business.

•Item 1A. Risk Factors.

•Item 2. Properties.

Item 1B. Unresolved Staff Comments.

None.

Item 3. Legal Proceedings.

None.

Item 4. Mine Safety Disclosures.

None.

PART II

The following Items have been omitted pursuant to General Instruction J of Form 10-K:

•Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

•Item 6. Selected Financial Data.

•Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

•Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

•Item 8. Financial Statements and Supplementary Data.

•Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

•Item 9A. Controls and Procedures.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Following are the executive officers and managers of Duke Energy Florida Project Finance, LLC (DEFPF) as of December 31, ~~2021~~2022:

Name	Age	Current and Recent Positions Held
Karl W. Newlin	5354	Senior Vice President, Corporate Development & Treasurer, Duke Energy Florida and Duke Energy Corporation. Mr. Newlin assumed his role as Senior Vice President, Corporate Development & Treasurer in 2018. In addition, he assumed his role as President, Chief Financial Officer, Treasurer, ~~Senior Vice President~~ and Manager of DEFPF in November 2018.
Cynthia S. Lee	5556	Vice President, Chief Accounting Officer and Controller, Duke Energy Florida and Duke Energy Corporation. Ms. Lee assumed her role as Vice President, Chief Accounting Officer and Controller in May 2021. Prior to that, she served as Director, Investor Relations since June 2019 and in various roles within the Corporate Controller's organization after joining the Corporation and its affiliates in 2002. Her role as Manager with DEFPF began in May 2021.
Bernard J. Angelo	5253	Senior Vice President of Global Securitization Services, LLC. Mr. Angelo assumed his role as Senior Vice President of Global Securitization Services in 1997. In addition, he assumed his role as Independent Manager of DEFPF in January 2016.

DEFPF is a wholly owned, bankruptcy remote subsidiary of Duke Energy Florida, which in turn is a wholly owned subsidiary of Florida Progress, LLC. Duke Energy Florida is an indirect wholly owned subsidiary of Duke Energy.

Code of Conduct

Duke Energy has adopted a code of ethics that applies to all officers and employees of Duke Energy and its affiliates, including DEFPF. This code of ethics, entitled “Code of Business Ethics,” is posted on Duke Energy's website at www.duke-energy.com/our-company/about-us/ethics. Duke Energy's Code of Business Ethics is administered by the Chief Ethics and Compliance Officer of Duke Energy, who provides regular reports directly to the Audit Committee of the Board of Directors of Duke Energy.

Item 11. Executive Compensation.

Other than the annual independent manager fee of $3,500 paid to Global Securitization Services, LLC, DEFPF does not pay any compensation to its managers or executive officers.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

None.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

None.

Item 14. Principal Accounting Fees and Services.

Omitted pursuant to General Instruction J of Form 10-K.

PART IV

Item 15. Exhibits and Financial Statement Schedules.


(a)(1) and (a)(2)						Financial Statements and Financial Statement Schedules are omitted pursuant to General Instruction J of Form 10-K as listed under Item 8 of this report.

(a)(3) and (b)						See Exhibit Index included as the last part of this report, which is incorporated herein by reference.

(c)						Not applicable.

Item 16. Form 10-K Summary.

None.

Item 1112(b). Significant Obligors of Pool Assets.

None.

Item 1114(b)(2). Credit Enhancement and Other Support, Except For Certain Derivative Instruments.

None.

Item 1115(b). Certain Derivative Instruments.

None.

Item 1117. Legal Proceedings.

None.

Item 1119. Affiliations and Certain Relationships and Related Transactions.

DEFPF is a wholly owned subsidiary of Duke Energy Florida, which is the depositor, sponsor and servicer.

Item 1122. Compliance With Applicable Servicing Criteria.

See Exhibits 33.1, 33.2, 34.1, and 34.2 of this Form 10-K.

Item 1123. Servicer Compliance Statement.

See Exhibit 35.1 of this Form 10-K.

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT

No such annual report, proxy statement, form of proxy or other proxy soliciting material has been sent to the registrant’s security holders. The registrant will not be sending an annual report or proxy material to its security holders subsequent to the filing of this form.

EXHIBIT INDEX

Exhibits filed herewithin are designated by an asterisk (*). All exhibits not so designated are incorporated by reference to a prior filing, as indicated.


Exhibit No.						Description of Exhibit
3.1						Certificate of Formation of Duke Energy Florida Project Finance, LLC (incorporated by reference to Registration Statement on Form SF-1 of Duke Energy Florida, LLC filed on January 29, 2016, File No. 333-209196)
3.2						Amended and Restated Limited Liability Company Agreement of Duke Energy Project Finance, LLC, dated and effective as of June 10, 2016 (incorporated by reference to Exhibit 3.2 to Form 8-K filed June 17, 2016, File No. 333-209196-01)
4.1						Indenture, dated as of June 22, 2016, by and between Duke Energy Florida Project Finance, LLC, and The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee and Securities Intermediary (incorporated by reference to Exhibit 4.1 to Form 8-K filed June 22, 2016, File No. 333-209196-01)
99.1						Nuclear Asset-Recovery Property Servicing Agreement, dated as of June 22, 2016, by and between Duke Energy Florida Project Finance, LLC and Duke Energy Florida, LLC, as servicer (incorporated by reference to Exhibit 99.1 to Form 8-K filed June 22, 2016, File No. 333-209196-01)
99.2						Nuclear Asset-Recovery Property Purchase and Sale Agreement, dated as of June 22, 2016, by and between Duke Energy Florida Project Finance, LLC, and Duke Energy Florida, LLC, as seller (incorporated by reference to Exhibit 99.2 to Form 8-K filed June 22, 2016, File No. 333-209196-01)
99.3						Administration Agreement, dated as of June 22, 2016, by and between Duke Energy Florida Project Finance, LLC and Duke Energy Florida, LLC, as administrator (incorporated by reference to Exhibit 99.3 to Form 8-K filed June 22, 2016, File No. 333-209196-01)


99.7						Series Supplement, dated as of June 22, 2016, by and between Duke Energy Florida Project Finance, LLC, and The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee (incorporated by reference to Exhibit 99.7 to Form 8-K filed June 22, 2016, File No. 333-209196-01)
99.8						Intercreditor Agreement, dated as of June 22, 2016, by and among SunTrust Bank, The Bank of New York Mellon Trust Company, National Association, Duke Energy Florida Receivables LLC, Duke Energy Florida Project Finance, LLC, and Duke Energy Florida, LLC (incorporated by reference to Exhibit 99.8 to Form 8-K filed June 22, 2016, File No. 333-209196-01)
*31.1						Rule 13a-14(d)/15d-14(d) Certification
*33.1						Report on Assessment of Compliance With Servicing Criteria For Asset-Backed Issuers for Duke Energy Florida, LLC, Servicer
*33.2						Report on Assessment of Compliance With Servicing Criteria For Asset-Backed Issuers for The Bank of New York Mellon, Indenture Trustee
*34.1						Attestation Report on Assessment of Compliance With Servicing Criteria For Asset-Backed Securities of Deloitte & Touche LLP on behalf of Duke Energy Florida, LLC, Servicer
*34.2						Attestation Report on Assessment of Compliance With Servicing Criteria For Asset-Backed Securities of KPMG LLP on behalf of The Bank of New York Mellon, Indenture Trustee
*35.1						Servicer Compliance Statement
*104						Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

SIGNATURES

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

Date: March 29, ~~2022~~2023


			DUKE ENERGY FLORIDA PROJECT FINANCE, LLC






By:			/s/ Cynthia S. Lee
			Cynthia S. Lee
			Manager

			DUKE ENERGY FLORIDA, LLC


By:			/s/ Cynthia S. Lee
			Cynthia S. Lee
			Vice President, Chief Accounting Officer and Controller
			Duke Energy Florida, LLC

Filing Compare · Duke Energy Florida Project Finance, LLC