Obligation Duval Energy Florida 3.8% ( US26444HAE18 ) en USD

Duval Energy Florida

100 % ▲

Etas-Unis

US26444HAE18 ( en USD )

3.8% par an ( paiement semestriel )

15/07/2028

Prospectus brochure de l'obligation Duke Energy Florida US26444HAE18 en USD 3.8%, échéance 15/07/2028

2 000 USD

600 000 000 USD

26444HAE1

A ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

15/07/2025 ( Dans 25 jours )

Duke Energy Florida est une filiale de Duke Energy qui fournit de l'électricité à environ 2 millions de clients dans une zone couvrant la majeure partie de la Floride centrale et du sud-ouest de la Floride.

L'Obligation émise par Duval Energy Florida ( Etas-Unis ) , en USD, avec le code ISIN US26444HAE18, paye un coupon de 3.8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/07/2028

L'Obligation émise par Duval Energy Florida ( Etas-Unis ) , en USD, avec le code ISIN US26444HAE18, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Duval Energy Florida ( Etas-Unis ) , en USD, avec le code ISIN US26444HAE18, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-213765-04
CALCULATION OF REGISTRATION FEE

Proposed maximum
Proposed maximum
Title of each class of securities
Amount to be
offering price per
aggregate offering
Amount of
to be registered

registered

unit

price

registration fee(1)

First Mortgage Bonds, 3.80% Series
due 2028

$600,000,000

99.815%

$598,890,000

$74,561.81

First Mortgage Bonds, 4.20% Series
due 2048

$400,000,000

99.861%

$399,444,000

$49,730.78

Total First Mortgage Bonds

$1,000,000,000

$998,334,000

$124,292.59

(1)
The filing fee, calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended, has been transmitted to the Securities
and Exchange Commission in connection with the securities offered by means of this prospectus supplement.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated January 26, 2017)
$600,000,000 First Mortgage Bonds, 3.80% Series due 2028
$400,000,000 First Mortgage Bonds, 4.20% Series due 2048
Duke Energy Florida, LLC is offering $1,000,000,000 aggregate principal amount of First Mortgage Bonds in two series. We are offering
$600,000,000 aggregate principal amount of First Mortgage Bonds, 3.80% Series due 2028 (the "2028 Mortgage Bonds") and $400,000,000 aggregate
principal amount of First Mortgage Bonds, 4.20% Series due 2048 (the "2048 Mortgage Bonds" and, together with the 2028 Mortgage Bonds, the
"Mortgage Bonds"). We will pay interest on the 2028 Mortgage Bonds at a rate of 3.80% per annum, payable semi-annually in arrears on January 15
and July 15 of each year, beginning on January 15, 2019. The 2028 Mortgage Bonds will mature as to principal on July 15, 2028. We will pay interest
on the 2048 Mortgage Bonds at a rate of 4.20% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on
January 15, 2019. The 2048 Mortgage Bonds will mature as to principal on July 15, 2048. The Mortgage Bonds are secured by the lien of our mortgage
and rank equally with all of our other first mortgage bonds from time to time outstanding. The lien of our mortgage is discussed under "Description of
First Mortgage Bonds--Ranking and Security" on page 5 of the accompanying prospectus.
We may redeem the Mortgage Bonds of either series at our option at any time and from time to time, in whole or in part, as described in this
prospectus supplement under the caption "Description of the Mortgage Bonds--Redemption--Optional Redemption." In addition, upon the occurrence
of specific events, we may redeem, at our option, the Mortgage Bonds of either series, in whole, but not in part, as described in this prospectus
supplement under the caption "Description of the Mortgage Bonds--Redemption--Special Redemption." The Mortgage Bonds will not be entitled to
the benefit of any sinking fund or to a special redemption by operation of a sinking fund.
Each series of the Mortgage Bonds is a new issue of securities with no established trading market. We do not intend to list the Mortgage Bonds on
any securities exchange or include them in any automated quotation system. Please read the information provided under the caption "Description of the
Mortgage Bonds" in this prospectus supplement and "Description of First Mortgage Bonds" in the accompanying prospectus for a more detailed
description of the Mortgage Bonds.
Investing in the Mortgage Bonds involves risks. See "Risk Factors" on page S-6 of this prospectus supplement.
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Proceeds to Duke
Energy Florida,
Price to
Underwriting
LLC Before

Public(1)

Discount(2)

Expenses

Per 2028 Mortgage Bond

99.815%
0.650%
99.165%
Total 2028 Mortgage Bonds
$
598,890,000
$
3,900,000
$
594,990,000
Per 2048 Mortgage Bond

99.861%
0.875%
98.986%
Total 2048 Mortgage Bonds
$
399,444,000
$
3,500,000
$
395,944,000
(1)
Plus accrued interest from June 21, 2018, if settlement occurs after that date.
(2)
The underwriters have agreed to make a payment to us in an amount equal to $1,700,000, including in respect of expenses
incurred by us in connection with the offerings. See "Underwriting (Conflicts of Interest)."
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
We expect the Mortgage Bonds to be ready for delivery only in book-entry form through the facilities of The Depository Trust Company for the
accounts of its participants, including Clearstream Banking, S.A. and Euroclear Bank S.A./N.V., on or about June 21, 2018.
Joint Book-Running Managers
Barclays
BNP PARIBAS
PNC Capital Markets LLC
SMBC Nikko
SunTrust Robinson Humphrey
Senior Co-Manager
Loop Capital Markets
Co-Managers
BB&T Capital Markets
BNY Mellon Capital Markets, LLC
Santander
The Williams Capital Group, L.P.
Junior Co-Managers
CastleOak Securities, L.P.

Ramirez & Co., Inc.

The date of this prospectus supplement is June 18, 2018.
Table of Contents
You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanying
prospectus and any free writing prospectus authorized by us. We have not, and the underwriters have not, authorized anyone to provide you
with information that is different. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and
the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer is not permitted. You should not assume
that the information contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing
prospectus authorized by us is accurate as of any date other than the date of the document containing the information or such other date as
may be specified therein. Our business, financial condition, liquidity, results of operations and prospects may have changed since those
respective dates.
TABLE OF CONTENTS

Page
Prospectus Supplement

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About This Prospectus Supplement
S-ii
Prospectus Supplement Summary

S-1
Risk Factors

S-6
Cautionary Statement Regarding Forward-Looking Information

S-6
Ratios of Earnings to Fixed Charges

S-8
Use of Proceeds

S-8
Description of the Mortgage Bonds

S-9
Certain U.S. Federal Income Tax Considerations for Non-U.S. Holders
S-14
Book-Entry System
S-17
Underwriting (Conflicts of Interest)
S-21
Legal Matters
S-27
Where You Can Find More Information
S-27
Prospectus

Page
References to Additional Information

i
About This Prospectus

i
Forward-looking Statements

ii
The Company

1
Risk Factors

1
Use of Proceeds

1
Ratio of Earnings to Fixed Charges

2
Description of First Mortgage Bonds

2
Description of Debt Securities

8
Global Securities

19
Plan of Distribution

20
Experts

21
Validity of the Securities

21
Where You Can Find More Information

21
S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of these offerings. The second part,
the accompanying prospectus, gives more general information, some of which does not apply to these offerings.
If the description of the offerings varies between this prospectus supplement and the accompanying prospectus, you should rely on the information
contained in or incorporated by reference in this prospectus supplement.
It is important for you to read and consider all information contained in or incorporated by reference in this prospectus supplement and the
accompanying prospectus in making your investment decision. You should also read and consider the information contained in the documents to which
we have referred you in "Where You Can Find More Information" in this prospectus supplement and the accompanying prospectus.
Unless we have indicated otherwise, or the context otherwise requires, references in this prospectus supplement and the accompanying prospectus
to "Duke Energy Florida," "the Company," "we," "us" and "our" or similar terms are to Duke Energy Florida, LLC. References in this prospectus
supplement to "First Mortgage Bonds" are to all of our first mortgage bonds issued under the Mortgage (as defined below) and from time to time
outstanding.
Notice to Prospective Investors in the United Kingdom
The communication of this prospectus supplement, the accompanying prospectus and any other document or materials relating to the issue of the
Mortgage Bonds offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the
purposes of section 21 of the United Kingdom's Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, such documents
and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such
documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom who have professional experience in
matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and
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Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")), or who fall within Article 49(2)(a) to (d) of the
Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such
persons together being referred to as "relevant persons"). In the United Kingdom, the Mortgage Bonds offered hereby are only available to, and any
investment or investment activity to which this prospectus supplement and the accompanying prospectus relates will be engaged in only with, relevant
persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus supplement and the accompanying
prospectus or any of their contents.
Notice to Prospective Investors in the European Economic Area
Neither this prospectus supplement nor the accompanying prospectus is a prospectus for the purposes of the Prospectus Directive (as defined
below). This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of the Mortgage Bonds in any
Member State of the European Economic Area (the "EEA") which has implemented the Prospectus Directive (each, a "Relevant Member State") will
only be made to a legal entity which is a qualified investor under the Prospectus Directive ("Qualified Investors"). Accordingly, any person making or
intending to make an offer in that Relevant Member State of Mortgage Bonds which are the subject of the offering contemplated in this prospectus
supplement and the accompanying prospectus may only do so with respect to Qualified Investors. Neither Duke Energy Florida nor the underwriters
have authorized, nor do they authorize, the making of any offer of Mortgage Bonds other than to Qualified
S-ii
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Investors. The expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any
relevant implementing measure in the Relevant Member State.
PRIIPs Regulation / Prospectus Directive / Prohibition of sales to EEA retail investors --The Mortgage Bonds are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a
retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended
("MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC, as amended (the "Insurance Mediation Directive"), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus
Directive. Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering
or selling the Mortgage Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the
Mortgage Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
S-iii
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
The following summary is qualified in its entirety by, and should be read together with, the more detailed information that is included elsewhere in
this prospectus supplement and the accompanying prospectus, as well as the information that is incorporated or deemed to be incorporated by
reference in this prospectus supplement and the accompanying prospectus. See "Where You Can Find More Information" in this prospectus supplement
for information about how you can obtain the information that is incorporated or deemed to be incorporated by reference in this prospectus supplement
and the accompanying prospectus. Investing in the Mortgage Bonds involves risks. See "Risk Factors" in this prospectus supplement.
Duke Energy Florida, LLC
Duke Energy Florida, LLC, a Florida limited liability company and an indirect wholly owned subsidiary of Duke Energy Corporation, is a
regulated public utility primarily engaged in the generation, transmission, distribution and sale of electricity in portions of Florida. Duke Energy
Florida's service area covers approximately 13,000 square miles and supplies electric service to approximately 1.8 million residential, commercial and
industrial customers. As of December 31, 2017, our asset portfolio included approximately 9,305 megawatts of owned generation capacity, 46,000
miles of distribution lines and 4,900 miles of transmission lines.
The address of our principal executive offices is 299 First Avenue North, St. Petersburg, Florida 33701. Our telephone number is (704) 382-3853.
The foregoing information about Duke Energy Florida is only a general summary and is not intended to be comprehensive. For additional
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information about Duke Energy Florida, you should refer to the information described under the caption "Where You Can Find More Information" in
this prospectus supplement.
S-1
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The Offerings
Issuer
Duke Energy Florida, LLC

Securities Offered
We are offering $600,000,000 aggregate principal amount of the 2028
Mortgage Bonds and $400,000,000 aggregate principal amount of the 2048
Mortgage Bonds.

Maturity Dates
The 2028 Mortgage Bonds will mature on July 15, 2028. The 2048 Mortgage
Bonds will mature on July 15, 2048.

Interest Rates
The per annum interest rate on the 2028 Mortgage Bonds will be 3.80%. The
per annum interest rate on the 2028 Mortgage Bonds will be 4.20%.

Interest Payment Dates
Interest on the Mortgage Bonds will be payable semi-annually in arrears on
January 15 and July 15 of each year, beginning on January 15, 2019.

Ranking
The Mortgage Bonds are two new series of First Mortgage Bonds and will be
secured by the lien of the Mortgage and will rank equally with all our other
First Mortgage Bonds from time to time outstanding. See "Description of the
Mortgage Bonds--Ranking and Security." At March 31, 2018, we had
outstanding approximately $4.5 billion in aggregate principal amount of First
Mortgage Bonds (which amount does not include $500 million aggregate
principal amount of First Mortgage Bonds, 5.65% Series due June 15, 2018
(the "5.65% Bonds")), which will rank equally with the Mortgage Bonds.

Further Issuance
Subject to the limits contained in our Mortgage that are described under
"Description of the Mortgage Bonds--Basis for Issuance of the Mortgage
Bonds," we may, at any time, without the consent of the holders of the
Mortgage Bonds, issue additional First Mortgage Bonds having the same
ranking, interest rate, maturity and other terms as the Mortgage Bonds of
either series being offered hereby; provided, however, that such additional
First Mortgage Bonds must be fungible with the applicable Mortgage Bonds
offered hereby for U.S. federal income tax purposes, and any such additional
First Mortgage Bonds, together with the Mortgage Bonds of such series, will
be taken to constitute the same series of First Mortgage Bonds under the
Mortgage.

Collateral
In the opinion of our counsel, the Mortgage Bonds will be secured by a first
mortgage lien, subject only to permitted encumbrances and liens, on
substantially all of the fixed properties owned by us, except miscellaneous
properties specifically excepted. After-acquired property is covered by the
lien of the Mortgage, subject to existing liens at the time such property is
acquired.
S-2
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Optional Redemption
At any time before April 15, 2028 (which is the date that is three months
prior to maturity of the 2028 Mortgage Bonds (the "2028 Par Call Date")),
we will have the right to redeem the 2028 Mortgage Bonds, in whole or in
part and from time to time, at a redemption price equal to the greater of
(1) 100% of the principal amount of the 2028 Mortgage Bonds being
redeemed and (2) the sum of the present values of the remaining scheduled
payments of principal and interest on the 2028 Mortgage Bonds being
redeemed that would be due if the 2028 Mortgage Bonds matured on the 2028
Par Call Date (exclusive of interest accrued to the redemption date),
discounted to the redemption date on a semi-annual basis (assuming a 360-
day year consisting of twelve 30-day months) at the Treasury Rate (as defined
below) plus 15 basis points, plus, in either case, accrued and unpaid interest
on the principal amount of the 2028 Mortgage Bonds being redeemed to, but
excluding, such redemption date. At any time on or after the 2028 Par Call
Date, we will have the right to redeem the 2028 Mortgage Bonds, in whole or
in part and from time to time, at a redemption price equal to 100% of the
principal amount of the 2028 Mortgage Bonds being redeemed plus accrued
and unpaid interest on the principal amount of the 2028 Mortgage Bonds
being redeemed to, but excluding, such redemption date. See "Description of
the Mortgage Bonds--Redemption--Optional Redemption."

At any time before January 15, 2048 (which is the date that is six months
prior to maturity of the 2048 Mortgage Bonds (the "2048 Par Call Date")),
we will have the right to redeem the 2048 Mortgage Bonds, in whole or in
part and from time to time, at a redemption price equal to the greater of
(1) 100% of the principal amount of the 2048 Mortgage Bonds being
redeemed and (2) the sum of the present values of the remaining scheduled
payments of principal and interest on the 2048 Mortgage Bonds being
redeemed that would be due if the 2048 Mortgage Bonds matured on the 2048
Par Call Date (exclusive of interest accrued to the redemption date),
discounted to the redemption date on a semi-annual basis (assuming a 360-
day year consisting of twelve 30-day months) at the Treasury Rate plus
20 basis points, plus, in either case, accrued and unpaid interest on the
principal amount of the 2048 Mortgage Bonds being redeemed to, but
excluding, such redemption date. At any time on or after the 2048 Par Call
Date, we will have the right to redeem the 2048 Mortgage Bonds, in whole or
in part and from time to time, at a redemption price equal to 100% of the
principal amount of the 2048 Mortgage Bonds being redeemed plus accrued
and unpaid interest on the principal amount of the 2048 Mortgage Bonds
being redeemed to, but excluding, such redemption date. See "Description of
the Mortgage Bonds--Redemption--Optional Redemption."
S-3
Table of Contents
Special Redemption
Upon the occurrence of certain specific events described under "Description of
the Mortgage Bonds--Redemption--Special Redemption," we may redeem, at
our option, the Mortgage Bonds of either series, together with all other
outstanding First Mortgage Bonds, in whole, but not in part, at the make-whole
redemption price applicable to the optional redemption of the Mortgage Bonds
of such series (with respect to the 2028 Mortgage Bonds, at the redemption
price applicable to the optional redemption of the 2028 Mortgage Bonds at any
time before the 2028 Par Call Date, and with respect to the 2048 Mortgage
Bonds, at the redemption price applicable to the optional redemption of the
2048 Mortgage Bonds at any time before the 2048 Par Call Date) as described
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above, plus accrued and unpaid interest to, but excluding, the redemption date.
See "Description of the Mortgage Bonds--Redemption--Special Redemption."

No Sinking Fund
The Mortgage Bonds will not be entitled to the benefit of any sinking fund or
to a special redemption by operation of a sinking fund.

Basis for Issuance of Additional First
We will issue the Mortgage Bonds based upon the amount of previously
Mortgage Bonds
authenticated First Mortgage Bonds that have been cancelled or delivered for
cancellation. Under the terms of the Mortgage, (i) as of March 31, 2018, we
could issue additional First Mortgage Bonds in amounts up to approximately
$2.9 billion based upon the bondable value of property additions and (ii) as of
June 15, 2018, we could issue additional First Mortgage Bonds in amounts
equal to approximately $1.3 billion (approximately $300 million after giving
effect to the offerings) based upon the amount of previously authenticated First
Mortgage Bonds that have been cancelled or delivered for cancellation.

Use of Proceeds
The aggregate net proceeds from the sale of the Mortgage Bonds, after
deducting the respective underwriting discounts and related offering expenses
and giving effect to the underwriters' payment to us, will be approximately
$991.7 million. The aggregate net proceeds from the sale of the Mortgage
Bonds will be used (i) to repay a portion of our outstanding intercompany
short-term debt under our money-pool borrowing arrangement with Duke
Energy Corporation and a portion of our outstanding commercial paper, which
borrowings were used to repay at maturity the 5.65% Bonds and (ii) for general
company purposes, including to fund capital expenditures for ongoing
construction and capital maintenance. At June 15, 2018, we had approximately
$389 million of outstanding money-pool and commercial paper borrowings at
an annual interest rate of 2.28%.
S-4
Table of Contents
We expect that the sales of the 2028 Mortgage Bonds and the 2048 Mortgage
Bonds will take place concurrently. However, the sales of the 2028 Mortgage
Bonds and the 2048 Mortgage Bonds are not conditioned upon each other,
and we may consummate the sale of one series and not the other, or
consummate the sales at different times.

Conflicts of Interest
Some of the underwriters or their affiliates may own some of our commercial
paper, the repayment of which will be funded with a portion of the aggregate
net proceeds from the sale of the Mortgage Bonds. See "Underwriting
(Conflicts of Interest)--Conflicts of Interest."

Book-Entry
Each series of the Mortgage Bonds will be represented by one or more global
securities registered in the name of and deposited with or on behalf of The
Depository Trust Company ("DTC") or its nominee. Beneficial interests in
each series of the Mortgage Bonds will be represented through book-entry
accounts of financial institutions acting on behalf of beneficial owners as
direct and indirect participants in DTC. Investors may elect to hold interests
in the global securities through either DTC in the United States or
Clearstream Banking, S.A. ("Clearstream") or Euroclear Bank S.A./N.V., as
operator of the Euroclear System (the "Euroclear System") in Europe if they
are participants in those systems, or indirectly through organizations which
are participants in those systems. This means that you will not receive a
certificate for your Mortgage Bonds and Mortgage Bonds will not be
registered in your name, except under certain limited circumstances described
under the caption "Book-Entry System."

Mortgage Trustee
The Bank of New York Mellon.
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S-5
Table of Contents
RISK FACTORS
You should carefully consider the risk factors in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2017, which has
been filed with the Securities and Exchange Commission (the "SEC") and is incorporated by reference in this prospectus supplement and the
accompanying prospectus, as well as all of the other information included or incorporated by reference in this prospectus supplement and the
accompanying prospectus, before making an investment decision.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This prospectus supplement, the accompanying prospectus, and the information incorporated by reference herein and therein, include forward-
looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of
1934, as amended. Forward-looking statements are based on management's beliefs and assumptions and can often be identified by terms and phrases
that include "anticipate," "believe," "intend," "estimate," "expect," "continue," "should," "could," "may," "plan," "project," "predict," "will," "potential,"
"forecast," "target," "guidance," "outlook," or other similar terminology. Various factors may cause actual results to be materially different than the
suggested outcomes within forward-looking statements; accordingly, there is no assurance that such results will be realized. These factors include, but
are not limited to:
·
State and federal legislative and regulatory initiatives, including costs of compliance with existing and future environmental
requirements, including those related to climate change, as well as rulings that affect cost and investment recovery or have an impact on
rate structures or market prices;
·
The extent and timing of costs and liabilities to comply with federal and state laws, regulations, and legal requirements related to coal
ash remediation, including amounts for required closure of certain ash impoundments, are uncertain and difficult to estimate;
·
The ability to recover eligible costs, including amounts associated with coal ash impoundment retirement obligations and costs related to
significant weather events, and to earn an adequate return on investment through rate case proceedings and the regulatory process;
·
The costs of decommissioning Crystal River Unit 3 and other nuclear facilities could prove to be more extensive than amounts estimated
and all costs may not be fully recoverable through the regulatory process;
·
Costs and effects of legal and administrative proceedings, settlements, investigations and claims;
·
Industrial, commercial and residential growth or decline in our service territories or customer bases resulting from sustained downturns
of the economy and the economic health of our service territories or variations in customer usage patterns, including energy efficiency
efforts and use of alternative energy sources, such as self-generation and distributed generation technologies;
·
Federal and state regulations, laws and other efforts designed to promote and expand the use of energy efficiency measures and
distributed generation technologies, such as private solar and battery storage, in Duke Energy Florida service territories could result in
customers leaving the electric distribution system, excess generation resources as well as stranded costs;
·
Advancements in technology;
·
Additional competition in electric and natural gas markets and continued industry consolidation;
·
The influence of weather and other natural phenomena on our operations, including the economic, operational and other effects of severe
storms, hurricanes, droughts, earthquakes and tornadoes, including extreme weather associated with climate change;
S-6
Table of Contents
·
The ability to successfully operate electric generating facilities and deliver electricity to customers including direct or indirect effects to
Duke Energy Florida resulting from an incident that affects the U.S. electric grid or generating resources;
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·
Operational interruptions to our natural gas distribution and transmission activities;
·
The impact on our facilities and business from a terrorist attack, cybersecurity threats, data security breaches and other catastrophic
events, such as fires, explosions, pandemic health events or other similar occurrences;
·
The inherent risks associated with the operation of nuclear facilities, including environmental, health, safety, regulatory and financial
risks, including the financial stability of third-party service providers;
·
The timing and extent of changes in commodity prices and interest rates and the ability to recover such costs through the regulatory
process, where appropriate, and their impact on liquidity positions and the value of underlying assets;
·
The results of financing efforts, including our ability to obtain financing on favorable terms, which can be affected by various factors,
including our credit ratings, interest rate fluctuations, compliance with debt covenants and conditions and general market and economic
conditions;
·
The credit ratings of Duke Energy Florida may be different from what is expected;
·
Declines in the market prices of equity and fixed-income securities and resultant cash funding requirements for defined benefit pension
plans, other post-retirement benefit plans, and nuclear decommissioning trust funds;
·
Construction and development risks associated with the completion of our capital investment projects, including risks related to
financing, obtaining and complying with terms of permits, meeting construction budgets and schedules and satisfying operating and
environmental performance standards, as well as the ability to recover costs from customers in a timely manner, or at all;
·
Changes in rules for regional transmission organizations, including changes in rate designs and new and evolving capacity markets, and
risks related to obligations created by the default of other participants;
·
The ability to control operation and maintenance costs;
·
The level of creditworthiness of counterparties to transactions;
·
Employee workforce factors, including the potential inability to attract and retain key personnel;
·
The effect of accounting pronouncements issued periodically by accounting standard-setting bodies;
·
The impact of new U.S. tax legislation to our financial condition, results of operations or cash flows and our credit ratings; and
·
The ability to implement our business strategy.
Additional risks and uncertainties are identified and discussed in our reports filed with the SEC and available at the SEC's website. In light of these
risks, uncertainties and assumptions, the events described in the forward-looking statements included or incorporated by reference in this prospectus
supplement and the accompanying prospectus might not occur or might occur to a different extent or at a different time than described. Forward-looking
statements speak only as of the date they are made and we expressly disclaim an obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
S-7
Table of Contents
RATIOS OF EARNINGS TO FIXED CHARGES
The ratios of earnings to fixed charges have been calculated using the SEC guidelines.

Three

Months

Year Ended December 31,

Ended
March 31,

2018

2017

2016

2015

2014

2013

(dollars in millions)

Earnings as defined for fixed charges calculation

Add:

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Pretax income from continuing operations(a)
$
123 $
759 $
873 $
943 $
898 $ 538
Fixed charges

84
336
264
284
294
285
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Total earnings
$
207 $ 1,095 $ 1,137 $ 1,227 $ 1,192 $ 823
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Fixed charges:

Interest on debt, including capitalized portions
$
78 $
309 $
231 $
248 $
252 $ 249
Estimate of interest within rental expense

6
27
33
36
42
36
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Total fixed charges
$
84 $
336 $
264 $
284 $
294 $ 285
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
?
Ratio of earnings to fixed charges

2.5
3.3
4.3
4.3
4.1
2.9
(a)
Excludes income or loss from equity investees.
USE OF PROCEEDS
The aggregate net proceeds from the sale of the Mortgage Bonds, after deducting the respective underwriting discounts and related offering
expenses and giving effect to the underwriters' payment to us, will be approximately $991.7 million. The aggregate net proceeds from the sale of the
Mortgage Bonds will be used (i) to repay a portion of our outstanding intercompany short-term debt under our money-pool borrowing arrangement
with Duke Energy Corporation and a portion of our outstanding commercial paper, which borrowings were used to repay at maturity the 5.65% Bonds
and (ii) for general company purposes, including to fund capital expenditures for ongoing construction and capital maintenance. At June 15, 2018, we
had approximately $389 million of outstanding money-pool and commercial paper borrowings at an annual interest rate of 2.28%. Some of the
underwriters or their affiliates may own some of our commercial paper, the repayment of which will be funded with a portion of the aggregate net
proceeds from the sale of the Mortgage Bonds. See "Underwriting (Conflicts of Interest)--Conflicts of Interest."
We expect that the sales of the 2028 Mortgage Bonds and the 2048 Mortgage Bonds will take place concurrently. However, the sales of the 2028
Mortgage Bonds and the 2048 Mortgage Bonds are not conditioned upon each other, and we may consummate the sale of one series and not the other, or
consummate the sales at different times.
S-8
Table of Contents
DESCRIPTION OF THE MORTGAGE BONDS
We will issue the Mortgage Bonds as two new series of First Mortgage Bonds under an Indenture, dated as of January 1, 1944 (the "Original
Indenture"), with The Bank of New York Mellon, as successor trustee (the "Mortgage Trustee"). The Original Indenture is supplemented by
supplemental indentures, including by the Fifty-Fifth Supplemental Indenture to be dated as of June 1, 2018 (the "Supplemental Indenture"), which
establishes the specific terms of the Mortgage Bonds. In the following discussion, we will refer to the Original Indenture and all indentures
supplemental to the Indenture together as the "Mortgage."
Please read the following information concerning the Mortgage Bonds in conjunction with the statements under "Description of First Mortgage
Bonds" in the accompanying prospectus, which the following information supplements and, in the event of any inconsistencies, supersedes. Capitalized
terms not defined in this prospectus supplement are used as defined in the Mortgage and the Supplemental Indenture governing the Mortgage Bonds or
as otherwise provided in the accompanying prospectus.
General
We will initially offer $1,000,000,000 aggregate principal amount of the Mortgage Bonds, consisting of $600,000,000 aggregate principal amount
of the 2028 Mortgage Bonds and $400,000,000 aggregate principal amount of the 2048 Mortgage Bonds. Subject to the limits contained in the Mortgage
that are described under "--Basis for Issuance of the Mortgage Bonds," we may, at any time, without the consent of the holders of the Mortgage Bonds,
issue additional First Mortgage Bonds having the same ranking, interest rate, maturity and other terms as the Mortgage Bonds of either series being
offered hereby; provided, however, that such additional First Mortgage Bonds must be fungible with the applicable Mortgage Bonds offered hereby for
U.S. federal income tax purposes, and any such additional First Mortgage Bonds, together with the Mortgage Bonds of such series, will be taken to
constitute the same series of First Mortgage Bonds under the Mortgage.
The Mortgage Bonds will be issuable in denominations of $2,000 and integral multiples of $1,000 above that amount. For more information on
DTC, see "Book-Entry System--The Depository Trust Company" below.
Basis for Issuance of the Mortgage Bonds
We will issue the Mortgage Bonds under the Mortgage based upon the amount of previously authenticated First Mortgage Bonds that have been
cancelled or delivered for cancellation.
https://www.sec.gov/Archives/edgar/data/37637/000104746918004560/a2236051z424b5.htm[6/19/2018 12:33:44 PM]

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