Louisiana
(State or other jurisdiction of incorporation or organization)
|
72-1445282
(I.R.S. Employer Identification No.)
|
2030 Donahue Ferry Road, Pineville, Louisiana
(Address of principal executive offices)
|
71360-5226
(Zip Code)
|
Registrant’s telephone number, including area code: (318) 484-7400
|
|
Louisiana
(State or other jurisdiction of incorporation or organization)
|
72-0244480
(I.R.S. Employer Identification No.)
|
2030 Donahue Ferry Road, Pineville, Louisiana
(Address of principal executive offices)
|
71360-5226
(Zip Code)
|
Registrant’s telephone number, including area code: (318) 484-7400
|
|
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 Registrants were required to file such reports) and (2) have been subject to such filing requirements for the past 90 days.
Yes
x
No
¨
|
|
Indicate by check mark whether the Registrants have submitted electronically and posted on their corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 Registrants were required to submit and post such files). Yes
x
No
¨
|
|
Indicate by check mark whether Cleco Corporation is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
x
Accelerated filer
¨
Non-accelerated filer
¨
(Do not check if a smaller reporting company) Smaller reporting company
¨
|
|
Indicate by check mark whether Cleco Power LLC is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
¨
Accelerated filer
¨
Non-accelerated filer
x
(Do not check if a smaller reporting company) Smaller reporting company
¨
|
|
Indicate by check mark whether the Registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act) Yes
¨
No
x
|
Registrant
|
Description of Class
|
Shares Outstanding at October 28, 2011
|
|||
Cleco Corporation
|
Common Stock, $1.00 Par Value
|
60,665,607 |
PAGE
|
|||
GLOSSARY OF TERMS
|
3
|
||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
5
|
||
PART I
|
Financial Information
|
||
ITEM 1.
|
Cleco Corporation — Condensed Consolidated Financial Statements
|
7
|
|
Cleco Power — Condensed Consolidated Financial Statements
|
16
|
||
Notes to the Unaudited Condensed Consolidated Financial Statements
|
23
|
||
ITEM 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
47
|
|
ITEM 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
64
|
|
ITEM 4.
|
Controls and Procedures
|
66
|
|
PART II
|
Other Information
|
||
ITEM 1.
|
Legal Proceedings
|
67
|
|
ITEM 1A.
|
Risk Factors
|
67
|
|
ITEM 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
67
|
|
ITEM 5.
|
Other Information
|
67
|
|
ITEM 6.
|
Exhibits
|
68
|
|
Signatures
|
69
|
ABBREVIATION OR ACRONYM
|
DEFINITION
|
401(k) Plan
|
Cleco Power 401(k) Savings and Investment Plan
|
ABR
|
Alternate Base Rate
|
Acadia
|
Acadia Power Partners, LLC, a wholly owned subsidiary of APH. Acadia no longer owns any materials and supply inventory, property, plant and equipment, or land as a result of the disposition of Acadia Unit 2 to Entergy Louisiana on April 29, 2011. From February 23, 2010 to April 29, 2011, Acadia was owned 100% by Cajun and consisted of Acadia Unit 2. Prior to February 23, 2010, Acadia was 50% owned by APH and 50% owned by Cajun and consisted of Acadia Unit 1 and Acadia Unit 2.
|
Acadia Unit 1
|
Cleco Power’s 580-MW unit, combined cycle, natural gas-fired power plant located at the Acadia Power Station near Eunice, Louisiana
|
Acadia Unit 2
|
Entergy Louisiana’s 580-MW unit, combined cycle, natural gas-fired power plant located at the Acadia Power Station near Eunice, Louisiana. Prior to April 29, 2011, Acadia Unit 2 was owned by Acadia.
|
Acadiana Load Pocket
|
An area in south central Louisiana that has experienced transmission constraints caused by local load and lack of generation. Transmission within the Acadiana Load Pocket is owned by several entities, including Cleco Power.
|
AFUDC
|
Allowance for Funds Used During Construction
|
Amended EPC Contract
|
Amended and Restated EPC Contract between Cleco Power and Shaw, executed on May 12, 2006, for engineering, procurement, and construction of Madison Unit 3, as amended by Amendment No. 1 thereto effective March 9, 2007, Amendment No. 2 thereto dated as of July 2, 2008, Amendment No. 3 thereto dated as of July 22, 2009, and Amendment No. 4 thereto dated October 19, 2009.
|
Amended Lignite Mining Agreement
|
Amended and restated lignite mining agreement effective December 29, 2009
|
AMI
|
Advanced Metering Infrastructure
|
APH
|
Acadia Power Holdings LLC, a wholly owned subsidiary of Midstream
|
Attala
|
Attala Transmission LLC, a wholly owned subsidiary of Cleco Corporation
|
Cajun
|
Cajun Gas Energy L.L.C., a wholly owned subsidiary of third parties. In conjunction with the disposition of Acadia Unit 2 on April 29, 2011, APH no longer has any ownership interest in Cajun. From February 23, 2010 to April 29, 2011, Cajun was 50% owned by APH and 50% owned by third parties. Prior to February 23, 2010, Cajun was 100% owned by third parties.
|
Cleco Innovations LLC
|
A wholly owned subsidiary of Cleco Corporation
|
Cleco Katrina/Rita
|
Cleco Katrina/Rita Hurricane Recovery Funding LLC, a wholly owned subsidiary of Cleco Power
|
Coughlin
|
Coughlin Power Station, a combined-cycle, natural gas-fired power plant located in Evangeline Parish, Louisiana. On June 11, 2010, Evangeline Power Station was renamed Coughlin Power Station.
|
DHLC
|
Dolet Hills Lignite Company, LLC, a wholly owned subsidiary of SWEPCO
|
Diversified Lands
|
Diversified Lands LLC, a wholly owned subsidiary of Cleco Innovations LLC
|
DOE
|
United States Department of Energy
|
Entergy Gulf States
|
Entergy Gulf States Louisiana, L.L.C., formerly Entergy Gulf States, Inc.
|
Entergy Louisiana
|
Entergy Louisiana, LLC
|
Entergy Mississippi
|
Entergy Mississippi, Inc.
|
Entergy Services
|
Entergy Services, Inc., as agent for Entergy Louisiana and Entergy Gulf States
|
EPA
|
United States Environmental Protection Agency
|
EPC
|
Engineering, Procurement, and Construction
|
ESPP
|
Cleco Corporation Employee Stock Purchase Plan
|
Evangeline
|
Cleco Evangeline LLC, a wholly owned subsidiary of Midstream, and its combined cycle, natural gas-fired power plant located in Evangeline Parish, Louisiana. On June 11, 2010, the power plant was renamed Coughlin Power Station.
|
Evangeline 2010 Tolling Agreement
|
Capacity Sale and Tolling Agreement between Evangeline and JPMVEC, which was executed in February 2010
|
Evangeline Restructuring Agreement
|
Purchase, Sale and Restructuring Agreement entered into on February 22, 2010, by Evangeline and JPMVEC
|
Evangeline Tolling Agreement
|
Capacity Sale and Tolling Agreement between Evangeline and BE Louisiana LLC (as successor to Williams Power Company, Inc.) which was set to expire in 2020 and was terminated in February 2010. In September 2008, BE Louisiana LLC was merged into JPMVEC.
|
FASB
|
Financial Accounting Standards Board
|
FERC
|
Federal Energy Regulatory Commission
|
FRP
|
Formula Rate Plan
|
GAAP
|
Generally Accepted Accounting Principles in the United States
|
GO Zone
|
Gulf Opportunity Zone Act of 2005 (Public Law 109-135)
|
ICT
|
Independent Coordinator of Transmission
|
Interconnection Agreement
|
One of two Interconnection Agreement and Real Estate Agreements, one between Attala and Entergy Mississippi, and the other between Perryville and Entergy Louisiana
|
IRP
|
Integrated Resource Planning
|
IRS
|
Internal Revenue Service
|
JPMVEC
|
J.P. Morgan Ventures Energy Corporation. In September 2008, BE Louisiana LLC was merged into JPMVEC.
|
kWh
|
Kilowatt-hour(s) as applicable
|
LIBOR
|
London Inter-Bank Offer Rate
|
Lignite Mining Agreement
|
Dolet Hills Mine Lignite Mining Agreement, dated as of May 31, 2001
|
ABBREVIATION OR ACRONYM
|
DEFINITION
|
LPSC
|
Louisiana Public Service Commission
|
LTICP
|
Cleco Corporation Long-Term Incentive Compensation Plan
|
Madison Unit 3
|
A 600-MW solid-fuel generating unit at Cleco Power’s plant site in Boyce, Louisiana that commenced commercial operation on February 12, 2010. Prior to June 11, 2010, Madison Unit 3 was known as Rodemacher Unit 3.
|
Midstream
|
Cleco Midstream Resources LLC, a wholly owned subsidiary of Cleco Corporation
|
MMBtu
|
Million British thermal units
|
Moody’s
|
Moody’s Investors Service
|
MW
|
Megawatt(s) as applicable
|
NERC
|
North American Electric Reliability Corporation
|
OCI
|
Other Comprehensive Income
|
NO
x
|
Nitrogen oxides
|
Oxbow
|
Oxbow Lignite Company, LLC, 50% owned by Cleco Power and 50% owned by SWEPCO
|
PCAOB
|
Public Company Accounting Oversight Board
|
PCB
|
Polychlorinated biphenyl
|
Perryville
|
Perryville Energy Partners, L.L.C., a wholly owned subsidiary of Cleco Corporation
|
Power Purchase Agreement
|
Power Purchase Agreement, dated as of January 28, 2004, between Perryville and Entergy Services
|
PPACA
|
Patient Protection and Affordable Care Act (HR 3590)
|
PRP
|
Potentially responsible party
|
Registrant(s)
|
Cleco Corporation and Cleco Power
|
RFP
|
Request for Proposal
|
Sale Agreement
|
Purchase and Sale Agreement, dated as of January 28, 2004, between Perryville and Entergy Louisiana
|
SEC
|
Securities and Exchange Commission
|
SERP
|
Cleco Corporation Supplemental Executive Retirement Plan
|
Shaw
|
Shaw Contractors, Inc., a subsidiary of The Shaw Group Inc.
|
SO
2
|
Sulfur dioxide
|
SPP
|
Southwest Power Pool
|
Support Group
|
Cleco Support Group LLC, a wholly owned subsidiary of Cleco Corporation
|
SWEPCO
|
Southwestern Electric Power Company, a wholly owned subsidiary of American Electric Power Company, Inc.
|
Teche
|
Teche Electric Cooperative, Inc.
|
VaR
|
Value-at-risk
|
VIE
|
Variable Interest Entity
|
§
|
Factors affecting utility operations, such as unusual weather conditions or other natural phenomena; catastrophic weather-related damage (such as hurricanes and other storms or severe drought conditions); unscheduled generation outages; unanticipated maintenance or repairs; unanticipated changes to fuel costs; fuel supply costs or availability constraints due to higher demand, shortages, transportation problems, or other developments; fuel mix of Cleco’s generation facilities; decreased customer load; environmental incidents; environmental compliance costs; and power transmission system constraints;
|
§
|
Cleco Corporation’s holding company structure and its dependence on the earnings, dividends, or distributions from its subsidiaries to meet its debt obligations and pay dividends on its common stock;
|
§
|
Cleco Power’s ability to operate and maintain, within its projected costs, any self-build projects identified in future IRP and RFP processes and its participation in any government grants;
|
§
|
Dependence of Cleco Power for energy from sources other than its facilities and the uncertainty of future sources of such additional energy;
|
§
|
Nonperformance by and creditworthiness of counterparties under tolling and power purchase agreements, or the restructuring of those agreements, including possible termination;
|
§
|
Nonperformance by and creditworthiness of the guarantor counterparty of the U.S. Bank New Markets Tax Credit Fund 2008-1 LLC;
|
§
|
Regulatory factors such as changes in rate-setting policies, recovery of investments made under traditional regulation, recovery of storm restoration costs, the frequency and timing of rate increases or decreases, the results of periodic NERC audits and fuel audits, the formation of ICTs, and the compliance with the Electric Reliability Organization reliability standards for bulk power systems by Cleco Power and Evangeline;
|
§
|
Financial or regulatory accounting principles or policies imposed by FASB, the SEC, the PCAOB, FERC, the LPSC, or similar entities with regulatory or accounting oversight;
|
§
|
Economic conditions, including the ability of customers to continue paying for utility bills, related growth and/or down-sizing of businesses in Cleco’s service area, monetary fluctuations, changes in commodity prices, and inflation rates;
|
§
|
The current global and U.S. economic environment;
|
§
|
Credit ratings of Cleco Corporation and Cleco Power;
|
§
|
Ability to remain in compliance with debt covenants;
|
§
|
Changes in market conditions and a variety of other factors associated with physical energy, financial transactions, and energy service activities, including, but not limited to, price, basis, credit, liquidity, volatility, capacity, transmission, interest rates, and warranty risks;
|
§
|
The availability and use of alternative sources of energy and technologies;
|
§
|
The imposition of energy efficiency requirements or of increased conservation efforts of customers;
|
§
|
Reliability of all Cleco Power and Midstream generating facilities, particularly Madison Unit 3;
|
§
|
Acts of terrorism or other man-made disasters;
|
§
|
Availability or cost of capital resulting from changes in Cleco’s business or financial condition, interest rates, or market perceptions of the electric utility industry and energy-related industries;
|
§
|
Uncertain tax positions;
|
§
|
Employee work force factors, including work stoppages and changes in key executives;
|
§
|
Legal, environmental, and regulatory delays and other obstacles associated with mergers, acquisitions, reorganizations, investments in joint ventures, or other capital projects, including the joint project to upgrade the Acadiana Load Pocket transmission system, and the AMI project;
|
§
|
Costs and other effects of legal and administrative proceedings, settlements, investigations, claims, and other matters;
|
§
|
Changes in federal, state, or local laws, and changes in tax laws or rates, or regulating policies;
|
§
|
The impact of current or future environmental laws and regulations, including those related to greenhouse gases and energy efficiency, which could limit, or terminate, the operation of certain generating units, increase costs, reduce customer demand for electricity or otherwise materially adversely impact the Registrants’ financial condition or results of operations;
|
§
|
Ability of Cleco Power to recover from its customers the costs of compliance with environmental laws and regulations; and
|
§
|
Ability of the Dolet Hills lignite reserve to provide sufficient fuel to the Dolet Hills Power Station until at least 2026.
|
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
|
||||||||
(THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
|
2011
|
2010
|
||||||
Operating revenue
|
||||||||
Electric operations
|
$ | 324,532 | $ | 325,629 | ||||
Tolling operations
|
9,133 | 11,153 | ||||||
Other operations
|
16,064 | 13,305 | ||||||
Affiliate revenue
|
- | 119 | ||||||
Gross operating revenue
|
349,729 | 350,206 | ||||||
Electric customer credits
|
1,852 | (6,314 | ) | |||||
Operating revenue, net
|
351,581 | 343,892 | ||||||
Operating expenses
|
||||||||
Fuel used for electric generation
|
122,774 | 100,587 | ||||||
Power purchased for utility customers
|
24,739 | 51,678 | ||||||
Other operations
|
32,872 | 30,288 | ||||||
Maintenance
|
14,587 | 23,362 | ||||||
Depreciation
|
30,557 | 28,847 | ||||||
Taxes other than income taxes
|
9,845 | 9,123 | ||||||
Loss on sale of assets
|
27 | 20 | ||||||
Total operating expenses
|
235,401 | 243,905 | ||||||
Operating income
|
116,180 | 99,987 | ||||||
Interest income
|
509 | 128 | ||||||
Allowance for other funds used during construction
|
902 | 887 | ||||||
Equity (loss) income from investees, before tax
|
(1 | ) | 2,494 | |||||
Other income
|
2,128 | 2,755 | ||||||
Other expense
|
(3,360 | ) | (1,416 | ) | ||||
Interest charges
|
||||||||
Interest charges, including amortization of debt expense, premium, and discount, net
|
26,105 | 25,404 | ||||||
Allowance for borrowed funds used during construction
|
(326 | ) | (336 | ) | ||||
Total interest charges
|
25,779 | 25,068 | ||||||
Income before income taxes
|
90,579 | 79,767 | ||||||
Federal and state income tax expense
|
24,737 | 30,155 | ||||||
Net income
|
65,842 | 49,612 | ||||||
Preferred dividends requirements, net of tax
|
- | 12 | ||||||
Net income applicable to common stock
|
$ | 65,842 | $ | 49,600 | ||||
Average number of basic common shares outstanding
|
60,467,595 | 60,471,183 | ||||||
Average number of diluted common shares outstanding
|
60,873,311 | 60,825,298 | ||||||
Basic earnings per share
|
||||||||
Net income applicable to common stock
|
$ | 1.09 | $ | 0.82 | ||||
Diluted earnings per share
|
||||||||
Net income applicable to common stock
|
$ | 1.08 | $ | 0.82 | ||||
Cash dividends paid per share of common stock
|
$ | 0.28 | $ | 0.25 | ||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
|
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
|
||||||||
(THOUSANDS)
|
2011
|
2010
|
||||||
Net income
|
$ | 65,842 | $ | 49,612 | ||||
Other comprehensive loss, net of tax:
|
||||||||
Amortization of post-retirement benefit net income (net of tax expense of $178 in 2011 and $6 in 2010)
|
269 | 9 | ||||||
Cash flow hedges:
|
||||||||
Net derivatives loss on interest rate swap arising during the period (net of tax benefit of $145 in 2010)
|
- | (231 | ) | |||||
Reclassification of interest expense on interest rate swap (net of tax expense of $75 in 2010)
|
- | 119 | ||||||
Reclassification of interest expense on treasury rate lock (net of tax benefit of $34 in 2011 and $16 in 2010)
|
(55 | ) | (25 | ) | ||||
Net unrealized loss on treasury rate lock (net of tax benefit of $11,529 in 2011)
|
(18,433 | ) | - | |||||
Total other comprehensive loss, net of tax
|
(18,219 | ) | (128 | ) | ||||
Comprehensive income, net of tax
|
$ | 47,623 | $ | 49,484 | ||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
|
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
|
||||||||
(THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
|
2011
|
2010
|
||||||
Operating revenue
|
||||||||
Electric operations
|
$ | 823,484 | $ | 839,528 | ||||
Tolling operations
|
16,137 | 23,016 | ||||||
Other operations
|
41,775 | 34,425 | ||||||
Affiliate revenue
|
202 | 1,426 | ||||||
Gross operating revenue
|
881,598 | 898,395 | ||||||
Electric customer credits
|
(3,405 | ) | (6,314 | ) | ||||
Operating revenue, net
|
878,193 | 892,081 | ||||||
Operating expenses
|
||||||||
Fuel used for electric generation
|
298,009 | 276,727 | ||||||
Power purchased for utility customers
|
58,665 | 124,404 | ||||||
Other operations
|
92,206 | 86,786 | ||||||
Maintenance
|
59,666 | 58,832 | ||||||
Depreciation
|
89,641 | 82,899 | ||||||
Taxes other than income taxes
|
28,770 | 26,490 | ||||||
Gain on sale of assets
|
(468 | ) | (37 | ) | ||||
Total operating expenses
|
626,489 | 656,101 | ||||||
Operating income
|
251,704 | 235,980 | ||||||
Interest income
|
794 | 369 | ||||||
Allowance for other funds used during construction
|
3,757 | 11,052 | ||||||
Income from equity investees, before tax
|
62,051 | 39,212 | ||||||
Gain on toll settlement
|
- | 148,402 | ||||||
Other income
|
3,330 | 3,563 | ||||||
Other expense
|
(4,969 | ) | (4,379 | ) | ||||
Interest charges
|
||||||||
Interest charges, including amortization of debt expense, premium, and discount, net
|
79,368 | 76,074 | ||||||
Allowance for borrowed funds used during construction
|
(1,357 | ) | (4,054 | ) | ||||
Total interest charges
|
78,011 | 72,020 | ||||||
Income before income taxes
|
238,656 | 362,179 | ||||||
Federal and state income tax expense
|
73,451 | 127,411 | ||||||
Net income
|
165,205 | 234,768 | ||||||
Preferred dividends requirements, net of tax
|
26 | 35 | ||||||
Preferred stock redemption costs, net of tax
|
112 | - | ||||||
Net income applicable to common stock
|
$ | 165,067 | $ | 234,733 | ||||
Average number of basic common shares outstanding
|
60,549,860 | 60,405,388 | ||||||
Average number of diluted common shares outstanding
|
60,830,251 | 60,632,138 | ||||||
Basic earnings per share
|
||||||||
Net income applicable to common stock
|
$ | 2.73 | $ | 3.89 | ||||
Diluted earnings per share
|
||||||||
Net income applicable to common stock
|
$ | 2.71 | $ | 3.87 | ||||
Cash dividends paid per share of common stock
|
$ | 0.81 | $ | 0.725 | ||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
|
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
|
||||||||
(THOUSANDS)
|
2011
|
2010
|
||||||
Net income
|
$ | 165,205 | $ | 234,768 | ||||
Other comprehensive loss, net of tax:
|
||||||||
Amortization of post-retirement benefit net income (loss) (net of tax (expense) benefit of $(454) in 2011 and $6 in 2010)
|
910 | (9 | ) | |||||
Cash flow hedges:
|
||||||||
Net derivatives loss on interest rate swap arising during the period (net of tax benefit of $276 in 2010)
|
- | (441 | ) | |||||
Reclassification of interest expense on interest rate swap (net of tax expense of $228 in 2010)
|
- | 364 | ||||||
Reclassification of interest expense on treasury rate lock (net of tax benefit of $103 in 2011 and $48 in 2010)
|
(164 | ) | (77 | ) | ||||
Net unrealized loss on treasury rate lock (net of tax benefit of $11,529 in 2011)
|
(18,433 | ) | - | |||||
Total other comprehensive loss, net of tax
|
(17,687 | ) | (163 | ) | ||||
Comprehensive income, net of tax
|
$ | 147,518 | $ | 234,605 | ||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
|
(THOUSANDS)
|
AT SEPTEMBER 30, 2011
|
AT DECEMBER 31, 2010
|
||||||
Assets
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$ | 158,232 | $ | 191,128 | ||||
Restricted cash
|
3,554 | 14,959 | ||||||
Customer accounts receivable (less allowance for doubtful accounts of $1,177 in 2011 and $1,046 in 2010)
|
52,299 | 38,820 | ||||||
Accounts receivable - affiliate
|
- | 831 | ||||||
Other accounts receivable (less allowance for doubtful accounts of $1,985 in 2011 and $2,409 in 2010)
|
49,290 | 52,546 | ||||||
Taxes receivable
|
36,705 | 50,104 | ||||||
Unbilled revenue
|
33,112 | 44,649 | ||||||
Fuel inventory, at average cost
|
38,070 | 82,737 | ||||||
Material and supplies inventory, at average cost
|
52,257 | 48,265 | ||||||
Accumulated deferred federal and state income taxes, net
|
25,057 | 4,106 | ||||||
Accumulated deferred fuel
|
9,162 | 10,348 | ||||||
Cash surrender value of company-/trust-owned life insurance policies
|
50,628 | 49,789 | ||||||
Prepayments
|
5,004 | 6,399 | ||||||
Regulatory assets - other
|
12,869 | 13,508 | ||||||
Other current assets
|
4,745 | 661 | ||||||
Total current assets
|
530,984 | 608,850 | ||||||
Property, plant and equipment
|
||||||||
Property, plant and equipment
|
3,859,621 | 3,810,896 | ||||||
Accumulated depreciation
|
(1,218,818 | ) | (1,162,456 | ) | ||||
Net property, plant and equipment
|
2,640,803 | 2,648,440 | ||||||
Construction work in progress
|
223,640 | 135,785 | ||||||
Total property, plant and equipment, net
|
2,864,443 | 2,784,225 | ||||||
Equity investment in investees
|
13,081 | 86,732 | ||||||
Prepayments
|
4,580 | 5,274 | ||||||
Restricted cash, less current portion
|
25,349 | 26,089 | ||||||
Regulatory assets and liabilities - deferred taxes, net
|
213,847 | 203,696 | ||||||
Regulatory assets - other
|
249,410 | 266,431 | ||||||
Net investment in direct financing lease
|
13,676 | 13,817 | ||||||
Intangible asset
|
136,393 | 145,374 | ||||||
Other deferred charges
|
19,778 | 20,922 | ||||||
Total assets
|
$ | 4,071,541 | $ | 4,161,410 | ||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
|
|
(Continued on next page)
|
(THOUSANDS)
|
AT SEPTEMBER 30, 2011
|
AT DECEMBER 31, 2010
|
||||||
Liabilities and shareholders’ equity
|
||||||||
Liabilities
|
||||||||
Current liabilities
|
||||||||
Short-term debt
|
$ | - | $ | 150,000 | ||||
Long-term debt due within one year
|
13,108 | 12,269 | ||||||
Accounts payable
|
93,186 | 123,042 | ||||||
Retainage
|
3,231 | 2,726 | ||||||
Accounts payable - affiliate
|
- | 155 | ||||||
Customer deposits
|
42,181 | 38,934 | ||||||
Provision for rate refund
|
3,917 | 9,598 | ||||||
Interest accrued
|
62,377 | 34,462 | ||||||
Energy risk management liability, net
|
5,159 | 9,027 | ||||||
Interest rate risk management liability
|
29,962 | - | ||||||
Regulatory liabilities - other
|
33,272 | 43,562 | ||||||
Deferred compensation
|
7,562 | 7,751 | ||||||
Uncertain tax positions
|
42,674 | 31,853 | ||||||
Other current liabilities
|
14,784 | 14,302 | ||||||
Total current liabilities
|
351,413 | 477,681 | ||||||
Deferred credits
|
||||||||
Accumulated deferred federal and state income taxes, net
|
624,429 | 553,211 | ||||||
Accumulated deferred investment tax credits
|
7,741 | 8,669 | ||||||
Post-retirement benefit obligations
|
109,865 | 166,387 | ||||||
Regulatory liabilities - other
|
7,026 | 44,313 | ||||||
Restricted storm reserve
|
24,656 | 25,993 | ||||||
Uncertain tax positions
|
47,715 | 60,395 | ||||||
Tax credit fund investment, net
|
48,494 | 44,514 | ||||||
Contingent sale obligations
|
29,443 | 4,714 | ||||||
Other deferred credits
|
44,070 | 57,617 | ||||||
Total deferred credits
|
943,439 | 965,813 | ||||||
Long-term debt, net
|
1,370,576 | 1,399,709 | ||||||
Total liabilities
|
2,665,428 | 2,843,203 | ||||||
Commitments and Contingencies (Note 11)
|
||||||||
Shareholders’ equity
|
||||||||
Preferred stock
|
||||||||
Not subject to mandatory redemption, $100 par value, authorized 1,491,900 shares, issued 0 and 10,288 shares at September 30, 2011
and December 31, 2010, respectively
|
- | 1,029 | ||||||
Common shareholders’ equity
|
||||||||
Common stock, $1 par value, authorized 100,000,000 shares, issued 60,683,947 and 60,539,624 shares and outstanding 60,273,131
and 60,526,126 shares at September 30, 2011, and
December 31, 2010, respectively |
60,684 | 60,540 | ||||||
Premium on common stock
|
409,040 | 405,313 | ||||||
Retained earnings
|
978,942 | 863,237 | ||||||
Treasury stock, at cost, 410,816 and 13,498 shares at September 30, 2011, and December 31, 2010, respectively
|
(13,228 | ) | (274 | ) | ||||
Accumulated other comprehensive loss
|
(29,325 | ) | (11,638 | ) | ||||
Total common shareholders’ equity
|
1,406,113 | 1,317,178 | ||||||
Total shareholders’ equity
|
1,406,113 | 1,318,207 | ||||||
Total liabilities and shareholders’ equity
|
$ | 4,071,541 | $ | 4,161,410 | ||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
|
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
|
||||||||
(THOUSANDS)
|
2011
|
2010
|
||||||
Operating activities
|
||||||||
Net income
|
$ | 165,205 | $ | 234,768 | ||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
114,104 | 124,144 | ||||||
Gain on forgiveness of debt
|
- | (129,870 | ) | |||||
Return on equity investment in investee
|
58,665 | - | ||||||
Income from equity investments
|
(62,051 | ) | (39,212 | ) | ||||
Unearned compensation expense
|
6,065 | 3,947 | ||||||
Allowance for other funds used during construction
|
(3,757 | ) | (11,052 | ) | ||||
Net deferred income taxes
|
45,336 | 40,013 | ||||||
Deferred fuel costs
|
(6,422 | ) | 13,994 | |||||
Cash surrender value of company-/trust-owned life insurance
|
1,055 | (1,481 | ) | |||||
Changes in assets and liabilities:
|
||||||||
Accounts receivable
|
(18,274 | ) | (30,329 | ) | ||||
Accounts and notes receivable, affiliate
|
1,074 | 894 | ||||||
Unbilled revenue
|
11,538 | (23,359 | ) | |||||
Fuel, materials and supplies inventory
|
40,675 | (11,979 | ) | |||||
Prepayments
|
2,089 | 1,047 | ||||||
Accounts payable
|
(34,986 | ) | (13,277 | ) | ||||
Accounts and notes payable, affiliate
|
(552 | ) | (2,364 | ) | ||||
Customer deposits
|
9,718 | 9,490 | ||||||
Long-term receivable
|
- | 27,976 | ||||||
Post-retirement benefit obligations
|
(56,743 | ) | 503 | |||||
Regulatory assets and liabilities, net
|
(40,204 | ) | (77,331 | ) | ||||
Contingent sale obligations
|
10,900 | 4,800 | ||||||
Other deferred accounts
|
(2,184 | ) | 7,363 | |||||
Retainage payable
|
(2,481 | ) | - | |||||
Taxes accrued
|
12,946 | 51,597 | ||||||
Interest accrued
|
10,738 | 9,606 | ||||||
Energy risk management assets and liabilities, net
|
3,880 | 6,340 | ||||||
Other operating
|
(3,692 | ) | (3,860 | ) | ||||
Net cash provided by operating activities
|
262,642 | 192,368 | ||||||
Investing activities
|
||||||||
Additions to property, plant and equipment
|
(145,669 | ) | (252,711 | ) | ||||
Allowance for other funds used during construction
|
3,757 | 11,052 | ||||||
Cash from reconsolidation of VIEs
|
3,879 | 812 | ||||||
Return of equity investment in investee
|
89,654 | - | ||||||
Equity investment in investees
|
- | (8,700 | ) | |||||
Return of investment in tax credit fund
|
244 | - | ||||||
Contributions to tax credit fund
|
(18,479 | ) | (28,837 | ) | ||||
Transfer of cash from restricted accounts
|
12,144 | 45,243 | ||||||
Other investing
|
373 | (1,678 | ) | |||||
Net cash used in investing activities
|
$ | (54,097 | ) | $ | (234,819 | ) |
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
|
||||||||
(THOUSANDS)
|
2011
|
2010
|
||||||
Financing activities
|
||||||||
Issuance of short-term debt
|
$ | - | $ | 150,000 | ||||
Retirement of short-term debt
|
(150,000 | ) | - | |||||
Draws on credit facility
|
10,000 | 255,000 | ||||||
Payments on credit facility
|
(25,000 | ) | (350,000 | ) | ||||
Retirement of long-term debt
|
(12,269 | ) | (46,696 | ) | ||||
Repurchase of common stock
|
(13,009 | ) | - | |||||
Redemption of preferred stock
|
(1,039 | ) | - | |||||
Dividends paid on preferred stock
|
(26 | ) | (35 | ) | ||||
Dividends paid on common stock
|
(49,170 | ) | (43,848 | ) | ||||
Other financing
|
(928 | ) | 673 | |||||
Net cash used in financing activities
|
(241,441 | ) | (34,906 | ) | ||||
Net decrease in cash and cash equivalents
|
(32,896 | ) | (77,357 | ) | ||||
Cash and cash equivalents at beginning of period
|
191,128 | 145,193 | ||||||
Cash and cash equivalents at end of period
|
$ | 158,232 | $ | 67,836 | ||||
Supplementary cash flow information
|
||||||||
Interest paid (net of amount capitalized)
|
$ | 53,936 | $ | 55,623 | ||||
Income taxes paid
|
$ | 18,241 | $ | 17,047 | ||||
Supplementary non-cash investing and financing activities
|
||||||||
Accrued additions to property, plant and equipment
|
$ | 11,491 | $ | 5,314 | ||||
Issuance of treasury stock - LTICP
|
$ | 55 | $ | 74 | ||||
Issuance of common stock - LTICP/ESPP
|
$ | 241 | $ | 222 | ||||
Non-cash additions to property, plant and equipment
|
$ | 4,074 | $ | 152,067 | ||||
Non-cash return of investment
|
$ | - | $ | 152,067 | ||||
Non-cash contribution to subsidiary, net of tax
|
$ | - | $ | 225,732 | ||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
|
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
|
||||||||
(THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
|
2011
|
2010
|
||||||
Operating revenue
|
||||||||
Electric operations
|
$ | 324,532 | $ | 325,629 | ||||
Other operations
|
15,565 | 12,819 | ||||||
Affiliate revenue
|
347 | 343 | ||||||
Gross operating revenue
|
340,444 | 338,791 | ||||||
Electric customer credits
|
1,852 | (6,314 | ) | |||||
Operating revenue, net
|
342,296 | 332,477 | ||||||
Operating expenses
|
||||||||
Fuel used for electric generation
|
122,774 | 100,587 | ||||||
Power purchased for utility customers
|
24,739 | 51,678 | ||||||
Other operations
|
31,185 | 28,650 | ||||||
Maintenance
|
15,768 | 20,272 | ||||||
Depreciation
|
28,859 | 27,133 | ||||||
Taxes other than income taxes
|
8,802 | 9,161 | ||||||
(Gain) loss on sale of assets
|
(6 | ) | 7 | |||||
Total operating expenses
|
232,121 | 237,488 | ||||||
Operating income
|
110,175 | 94,989 | ||||||
Interest income
|
276 | 117 | ||||||
Allowance for other funds used during construction
|
902 | 887 | ||||||
Other income
|
1,323 | 293 | ||||||
Other expense
|
(1,881 | ) | (1,339 | ) | ||||
Interest charges
|
||||||||
Interest charges, including amortization of debt expense, premium, and discount, net
|
25,632 | 16,380 | ||||||
Allowance for borrowed funds used during construction
|
(326 | ) | (336 | ) | ||||
Total interest charges
|
25,306 | 16,044 | ||||||
Income before income taxes
|
85,489 | 78,903 | ||||||
Federal and state income tax expense
|
31,656 | 26,568 | ||||||
Net income
|
$ | 53,833 | $ | 52,335 | ||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
|
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
|
||||||||
(THOUSANDS)
|
2011
|
2010
|
||||||
Net income
|
$ | 53,833 | $ | 52,335 | ||||
Other comprehensive loss, net of tax:
|
||||||||
Amortization of post-retirement benefit net income (loss) (net of tax (expense) benefit of $(99) in 2011 and $55 in 2010)
|
146 | (89 | ) | |||||
Cash flow hedges:
|
||||||||
Net derivatives loss on interest rate swap arising during the period (net of tax benefit of $145 in 2010)
|
- | (231 | ) | |||||
Reclassification of interest expense on interest rate swap (net of tax expense of $75 in 2010)
|
- | 119 | ||||||
Reclassification of interest expense on treasury rate lock (net of tax benefit of $34 in 2011 and $16 in 2010)
|
(55 | ) | (25 | ) | ||||
Net unrealized loss on treasury rate lock (net of tax benefit of $11,529 in 2011)
|
(18,433 | ) | - | |||||
Total other comprehensive loss, net of tax
|
(18,342 | ) | (226 | ) | ||||
Comprehensive income, net of tax
|
$ | 35,491 | $ | 52,109 | ||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
|
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
|
||||||||
(THOUSANDS)
|
2011
|
2010
|
||||||
Operating revenue
|
||||||||
Electric operations
|
$ | 823,484 | $ | 839,528 | ||||
Other operations
|
40,261 | 32,959 | ||||||
Affiliate revenue
|
1,041 | 1,029 | ||||||
Gross operating revenue
|
864,786 | 873,516 | ||||||
Electric customer credits
|
(3,405 | ) | (6,314 | ) | ||||
Operating revenue, net
|
861,381 | 867,202 | ||||||
Operating expenses
|
||||||||
Fuel used for electric generation
|
298,009 | 276,727 | ||||||
Power purchased for utility customers
|
58,665 | 124,404 | ||||||
Other operations
|
87,086 | 81,111 | ||||||
Maintenance
|
53,962 | 51,697 | ||||||
Depreciation
|
84,543 | 77,941 | ||||||
Taxes other than income taxes
|
25,585 | 25,110 | ||||||
(Gain) loss on sale of assets
|
(7 | ) | 47 | |||||
Total operating expenses
|
607,843 | 637,037 | ||||||
Operating income
|
253,538 | 230,165 | ||||||
Interest income
|
557 | 351 | ||||||
Allowance for other funds used during construction
|
3,757 | 11,052 | ||||||
Other income
|
2,168 | 1,038 | ||||||
Other expense
|
(4,499 | ) | (3,619 | ) | ||||
Interest charges
|
||||||||
Interest charges, including amortization of debt expense, premium, and discount, net
|
75,386 | 61,158 | ||||||
Allowance for borrowed funds used during construction
|
(1,357 | ) | (4,054 | ) | ||||
Total interest charges
|
74,029 | 57,104 | ||||||
Income before income taxes
|
181,492 | 181,883 | ||||||
Federal and state income tax expense
|
61,935 | 58,299 | ||||||
Net income
|
$ | 119,557 | $ | 123,584 | ||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
|
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
|
||||||||
(THOUSANDS)
|
2011
|
2010
|
||||||
Net income
|
$ | 119,557 | $ | 123,584 | ||||
Other comprehensive loss, net of tax:
|
||||||||
Amortization of post-retirement benefit net income (loss) (net of tax (expense) benefit of $(227) in 2011 and $172 in 2010)
|
519 | (274 | ) | |||||
Cash flow hedges:
|
||||||||
Net derivatives loss on interest rate swap arising during the period (net of tax benefit of $276 in 2010)
|
- | (441 | ) | |||||
Reclassification of interest expense on interest rate swap (net of tax expense of $228 in 2010)
|
- | 364 | ||||||
Reclassification of interest expense on treasury rate lock (net of tax benefit of $103 in 2011 and $48 in 2010)
|
(164 | ) | (77 | ) | ||||
Net unrealized loss on treasury rate lock (net of tax benefit of $11,529 in 2011)
|
(18,433 | ) | - | |||||
Total other comprehensive loss, net of tax
|
(18,078 | ) | (428 | ) | ||||
Comprehensive income, net of tax
|
$ | 101,479 | $ | 123,156 | ||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
|
(THOUSANDS)
|
AT SEPTEMBER 30, 2011
|
AT DECEMBER 31, 2010
|
||||||
Assets
|
||||||||
Utility plant and equipment
|
||||||||
Property, plant and equipment
|
$ | 3,604,938 | $ | 3,552,779 | ||||
Accumulated depreciation
|
(1,142,414 | ) | (1,085,945 | ) | ||||
Net property, plant and equipment
|
2,462,524 | 2,466,834 | ||||||
Construction work in progress
|
214,071 | 130,396 | ||||||
Total utility plant, net
|
2,676,595 | 2,597,230 | ||||||
Current assets
|
||||||||
Cash and cash equivalents
|
143,015 | 184,912 | ||||||
Restricted cash
|
3,554 | 14,959 | ||||||
Customer accounts receivable (less allowance for doubtful accounts of $1,177 in 2011 and $1,046 in 2010)
|
52,299 | 38,820 | ||||||
Accounts receivable - affiliate
|
2,802 | 2,738 | ||||||
Other accounts receivable (less allowance for doubtful accounts of $1,924 in 2011 and $2,349 in 2010)
|
29,323 | 47,992 | ||||||
Taxes receivable
|
- | 4,123 | ||||||
Unbilled revenue
|
33,112 | 44,649 | ||||||
Fuel inventory, at average cost
|
38,070 | 82,737 | ||||||
Material and supplies inventory, at average cost
|
49,634 | 45,913 | ||||||
Accumulated deferred federal and state income taxes, net
|
38,248 | 2,811 | ||||||
Accumulated deferred fuel
|
9,162 | 10,348 | ||||||
Cash surrender value of company-owned life insurance policies
|
20,328 | 20,051 | ||||||
Prepayments
|
3,782 | 4,944 | ||||||
Regulatory assets - other
|
12,869 | 13,508 | ||||||
Other current assets
|
597 | 412 | ||||||
Total current assets
|
436,795 | 518,917 | ||||||
Equity investment in investee
|
13,073 | 13,073 | ||||||
Prepayments
|
4,580 | 5,274 | ||||||
Restricted cash, less current portion
|
25,253 | 25,992 | ||||||
Regulatory assets and liabilities - deferred taxes, net
|
213,847 | 203,696 | ||||||
Regulatory assets - other
|
249,410 | 266,431 | ||||||
Intangible asset
|
136,393 | 145,374 | ||||||
Other deferred charges
|
18,439 | 19,218 | ||||||
Total assets
|
$ | 3,774,385 | $ | 3,795,205 | ||||
Liabilities and member’s equity
|
||||||||
Member’s equity
|
$ | 1,235,402 | $ | 1,233,923 | ||||
Long-term debt, net
|
1,370,576 | 1,384,709 | ||||||
Total capitalization
|
2,605,978 | 2,618,632 | ||||||
Current liabilities
|
||||||||
Long-term debt due within one year
|
13,108 | 12,269 | ||||||
Accounts payable
|
85,382 | 112,487 | ||||||
Retainage
|
3,231 | 2,726 | ||||||
Accounts payable - affiliate
|
7,332 | 7,945 | ||||||
Customer deposits
|
42,181 | 38,934 | ||||||
Provision for rate refund
|
3,917 | 9,598 | ||||||
Taxes payable
|
17,558 | - | ||||||
Interest accrued
|
31,825 | 13,450 | ||||||
Energy risk management liability, net
|
5,159 | 9,027 | ||||||
Interest rate risk management liability
|
29,962 | - | ||||||
Regulatory liabilities - other
|
33,272 | 43,562 | ||||||
Uncertain tax positions
|
2,602 | - | ||||||
Other current liabilities
|
12,080 | 9,862 | ||||||
Total current liabilities
|
287,609 | 259,860 | ||||||
Commitments and Contingencies (Note 11)
|
||||||||
Deferred credits
|
||||||||
Accumulated deferred federal and state income taxes, net
|
680,287 | 601,574 | ||||||
Accumulated deferred investment tax credits
|
7,741 | 8,669 | ||||||
Post-retirement benefit obligations
|
72,466 | 130,757 | ||||||
Regulatory liabilities - other
|
7,026 | 44,313 | ||||||
Restricted storm reserve
|
24,656 | 25,993 | ||||||
Uncertain tax positions
|
45,014 | 54,835 | ||||||
Other deferred credits
|
43,608 | 50,572 | ||||||
Total deferred credits
|
880,798 | 916,713 | ||||||
Total liabilities and member’s equity
|
$ | 3,774,385 | $ | 3,795,205 | ||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
|
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
|
||||||||
(THOUSANDS)
|
2011
|
2010
|
||||||
Operating activities
|
||||||||
Net income
|
$ | 119,557 | $ | 123,584 | ||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
95,482 | 88,607 | ||||||
Unearned compensation expense
|
1,768 | 1,303 | ||||||
Allowance for other funds used during construction
|
(3,757 | ) | (11,052 | ) | ||||
Net deferred income taxes
|
35,174 | 20,628 | ||||||
Deferred fuel costs
|
(6,422 | ) | 13,994 | |||||
Cash surrender value of company-owned life insurance
|
(277 | ) | (236 | ) | ||||
Changes in assets and liabilities:
|
||||||||
Accounts receivable
|
(20,442 | ) | (31,579 | ) | ||||
Accounts and notes receivable, affiliate
|
68 | (1,977 | ) | |||||
Unbilled revenue
|
11,538 | (23,359 | ) | |||||
Fuel, materials and supplies inventory
|
40,946 | (11,707 | ) | |||||
Prepayments
|
1,858 | 974 | ||||||
Accounts payable
|
(30,345 | ) | (12,137 | ) | ||||
Accounts and notes payable, affiliate
|
(1,386 | ) | (18,524 | ) | ||||
Customer deposits
|
9,718 | 9,490 | ||||||
Post-retirement benefit obligations
|
(58,259 | ) | (1,020 | ) | ||||
Regulatory assets and liabilities, net
|
(40,204 | ) | (77,331 | ) | ||||
Other deferred accounts
|
(6,361 | ) | (4,021 | ) | ||||
Retainage payable
|
(2,481 | ) | - | |||||
Taxes accrued
|
21,680 | 20,858 | ||||||
Interest accrued
|
11,075 | 9,297 | ||||||
Energy risk management assets and liabilities, net
|
3,880 | 6,340 | ||||||
Other operating
|
1,878 | (2,444 | ) | |||||
Net cash provided by operating activities
|
184,688 | 99,688 | ||||||
Investing activities
|
||||||||
Additions to property, plant and equipment
|
(131,014 | ) | (98,399 | ) | ||||
Allowance for other funds used during construction
|
3,757 | 11,052 | ||||||
Equity investment in investee
|
- | (200 | ) | |||||
Transfer of cash from restricted accounts
|
12,144 | 15,111 | ||||||
Other investing
|
2,257 | (83 | ) | |||||
Net cash used in investing activities
|
(112,856 | ) | (72,519 | ) | ||||
Financing activities
|
||||||||
Retirement of long-term debt
|
(12,269 | ) | (11,533 | ) | ||||
Distribution to parent
|
(100,000 | ) | (125,000 | ) | ||||
Other financing
|
(1,460 | ) | (1,365 | ) | ||||
Net cash used in financing activities
|
(113,729 | ) | (137,898 | ) | ||||
Net decrease in cash and cash equivalents
|
(41,897 | ) | (110,729 | ) | ||||
Cash and cash equivalents at beginning of period
|
184,912 | 138,113 | ||||||
Cash and cash equivalents at end of period
|
$ | 143,015 | $ | 27,384 | ||||
Supplementary cash flow information
|
||||||||
Interest paid (net of amount capitalized)
|
$ | 52,220 | $ | 48,155 | ||||
Income taxes paid (refunded)
|
$ | 2,233 | $ | (5,425 | ) | |||
Supplementary non-cash investing and financing activities
|
||||||||
Accrued additions to property, plant and equipment
|
$ | 20,088 | $ | 4,757 | ||||
Non-cash additions to property, plant and equipment
|
$ | 4,074 | $ | 304,134 | ||||
Non-cash assumption of deferred tax liability
|
$ | - | $ | 78,402 | ||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
|
Note 1
|
Summary of Significant Accounting Policies
|
Cleco Corporation and Cleco Power
|
Note 2
|
Recent Authoritative Guidance
|
Cleco Corporation and Cleco Power
|
Note 3
|
Regulatory Assets and Liabilities
|
Cleco Corporation and Cleco Power
|
Note 4
|
Fair Value Accounting
|
Cleco Corporation and Cleco Power
|
Note 5
|
Debt
|
Cleco Corporation and Cleco Power
|
Note 6
|
Pension Plan and Employee Benefits
|
Cleco Corporation and Cleco Power
|
Note 7
|
Income Taxes
|
Cleco Corporation and Cleco Power
|
Note 8
|
Disclosures about Segments
|
Cleco Corporation
|
Note 9
|
Electric Customer Credits
|
Cleco Corporation and Cleco Power
|
Note 10
|
Variable Interest Entities
|
Cleco Corporation and Cleco Power
|
Note 11
|
Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees
|
Cleco Corporation and Cleco Power
|
Note 12
|
LPSC Fuel Audit
|
Cleco Corporation and Cleco Power
|
Note 13
|
Affiliate Transactions
|
Cleco Corporation and Cleco Power
|
Note 14
|
Evangeline Transactions
|
Cleco Corporation
|
Note 15
|
Acadia Transactions
|
Cleco Corporation and Cleco Power
|
Note 16
|
Subsequent Event
|
Cleco Corporation
|
(THOUSANDS)
|
AT SEPTEMBER 30, 2011
|
AT DECEMBER 31, 2010
|
||||||
Regulated utility plants
|
$ | 3,604,938 | $ | 3,552,054 | ||||
Other
|
254,683 | 258,842 | ||||||
Total property, plant and equipment
|
3,859,621 | 3,810,896 | ||||||
Accumulated depreciation
|
(1,218,818 | ) | (1,162,456 | ) | ||||
Net property, plant and equipment
|
$ | 2,640,803 | $ | 2,648,440 |
(THOUSANDS)
|
AT SEPTEMBER 30, 2011
|
AT DECEMBER 31, 2010
|
||||||
Diversified Lands’ mitigation escrow
|
$ | 97 | $ | 97 | ||||
Cleco Power’s future storm restoration costs
|
24,652 | 25,992 | ||||||
Cleco Power’s renewable energy grant
|
600 | - | ||||||
Cleco Katrina/Rita’s storm recovery bonds
|
3,554 | 8,822 | ||||||
Cleco Power’s GO Zone bonds
|
- | 6,137 | ||||||
Total restricted cash
|
$ | 28,903 | $ | 41,048 |
CLECO
|
CLECO POWER
|
|||||||||||||||
FOR THE NINE MONTHS ENDED
|
FOR THE NINE MONTHS ENDED
|
|||||||||||||||
SEPTEMBER 30, 2010
|
SEPTEMBER 30, 2010
|
|||||||||||||||
(THOUSANDS)
|
AS REPORTED
|
AS ADJUSTED
|
AS REPORTED
|
AS ADJUSTED
|
||||||||||||
Accounts receivable
|
$ | (49,329 | ) | $ | (30,329 | ) | $ | (50,579 | ) | $ | (31,579 | ) | ||||
Accounts payable
|
$ | (17,248 | ) | $ | (13,277 | ) | $ | (16,621 | ) | $ | (12,137 | ) | ||||
Retainage payable
|
$ | 745 | $ | - | $ | 745 | $ | - | ||||||||
Net cash provided by operating activities
|
$ | 170,141 | $ | 192,368 | $ | 76,949 | $ | 99,688 | ||||||||
Additions to property, plant and equipment
|
$ | (230,485 | ) | $ | (252,711 | ) | $ | (75,660 | ) | $ | (98,399 | ) | ||||
Net cash used in investing activities
|
$ | (212,592 | ) | $ | (234,819 | ) | $ | (49,780 | ) | $ | (72,519 | ) | ||||
Net decrease in cash and cash equivalents
|
$ | (77,357 | ) | $ | (77,357 | ) | $ | (110,729 | ) | $ | (110,729 | ) | ||||
Cash and cash equivalents at the beginning of the period
|
$ | 145,193 | $ | 145,193 | $ | 138,113 | $ | 138,113 | ||||||||
Cash and cash equivalents at the end of the period
|
$ | 67,836 | $ | 67,836 | $ | 27,384 | $ | 27,384 | ||||||||
Accrued additions to property, plant and equipment
|
$ | 17,506 | $ | 5,314 | $ | 17,506 | $ | 4,757 |
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
|
||||||||||||||||||||||||
2011
|
2010
|
|||||||||||||||||||||||
(THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)
|
INCOME
|
SHARES
|
PER SHARE
AMOUNT
|
INCOME
|
SHARES
|
PER SHARE
AMOUNT
|
||||||||||||||||||
Income from continuing operations
|
$ | 65,842 | $ | 49,612 | ||||||||||||||||||||
Deduct: non-participating stock dividends (4.5% preferred stock)
|
- | 12 | ||||||||||||||||||||||
Basic net income applicable to common stock
|
$ | 65,842 | 60,467,595 | $ | 1.09 | $ | 49,600 | 60,471,183 | $ | 0.82 | ||||||||||||||
Effect of dilutive securities
|
||||||||||||||||||||||||
Add: stock option grants
|
20,441 | 26,680 | ||||||||||||||||||||||
Add: restricted stock (LTICP)
|
385,275 | 327,435 | ||||||||||||||||||||||
Diluted net income applicable to common stock
|
$ | 65,842 | 60,873,311 | $ | 1.08 | $ | 49,600 | 60,825,298 | $ | 0.82 |
CLECO CORPORATION
|
CLECO POWER
|
CLECO CORPORATION
|
CLECO POWER
|
||||||||||||||||||||||||||||
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
|
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
|
||||||||||||||||||||||||||||||
(THOUSANDS)
|
2011
|
2010
|
2011
|
2010
|
2011
|
2010
|
2011
|
2010
|
|||||||||||||||||||||||
Equity classification
|
|||||||||||||||||||||||||||||||
Non-vested stock
|
$ | 1,095 | $ | 573 | $ | 225 | $ | 150 | $ | 3,042 | $ | 1,703 | $ | 748 | $ | 418 | |||||||||||||||
Stock options
|
69 | 13 | - | - | 105 | 38 | - | - | |||||||||||||||||||||||
Total equity classification
|
$ | 1,164 | $ | 586 | $ | 225 | $ | 150 | $ | 3,147 | $ | 1,741 | $ | 748 | $ | 418 | |||||||||||||||
Liability classification
|
|||||||||||||||||||||||||||||||
Common stock equivalent units
|
$ | 1,024 | $ | 1,237 | $ | 435 | $ | 537 | $ | 2,583 | $ | 1,867 | $ | 1,020 | $ | 885 | |||||||||||||||
Total pre-tax compensation expense
|
$ | 2,188 | $ | 1,823 | $ | 660 | $ | 687 | $ | 5,730 | $ | 3,608 | $ | 1,768 | $ | 1,303 | |||||||||||||||
Tax benefit (excluding income tax gross-up)
|
$ | 842 | $ | 702 | $ | 254 | $ | 264 | $ | 2,205 | $ | 1,388 | $ | 680 | $ | 501 |
AT SEPTEMBER 30,
|
AT DECEMBER 31,
|
|||||||
(THOUSANDS)
|
2011
|
2010
|
||||||
Regulatory assets – deferred taxes, net
|
$ | 213,847 | $ | 203,696 | ||||
Deferred mining costs
|
$ | 19,755 | $ | 21,666 | ||||
Deferred interest costs
|
6,758 | 7,033 | ||||||
Deferred asset removal costs
|
814 | 768 | ||||||
Deferred postretirement plan costs
|
113,538 | 117,651 | ||||||
Deferred tree trimming costs
|
9,057 | 11,086 | ||||||
Deferred training costs
|
7,525 | 7,642 | ||||||
Deferred storm surcredits, net
|
9,080 | 10,633 | ||||||
Deferred construction carrying costs
|
12,416 | 18,830 | ||||||
Lignite mining agreement contingency
|
3,781 | 3,781 | ||||||
AFUDC equity gross-up
|
74,496 | 74,859 | ||||||
Deferred rate case costs
|
1,252 | 1,654 | ||||||
Deferred Acadia Unit 1 acquisition costs
|
2,997 | 3,076 | ||||||
Deferred IRP/RFP costs
|
625 | 977 | ||||||
Deferred AMI pilot costs
|
185 | 283 | ||||||
Total regulatory assets – other
|
$ | 262,279 | $ | 279,939 | ||||
Deferred construction carrying costs
|
(40,298 | ) | (87,875 | ) | ||||
Deferred fuel and purchased power
|
9,162 | 10,348 | ||||||
Total regulatory assets, net
|
$ | 444,990 | $ | 406,108 |
AT SEPTEMBER 30, 2011
|
AT DECEMBER 31, 2010
|
|||||||||||||||
(THOUSANDS)
|
CARRYING
VALUE
|
ESTIMATED
FAIR VALUE
|
CARRYING
VALUE
|
ESTIMATED
FAIR VALUE
|
||||||||||||
Financial instruments not marked-to-market
|
||||||||||||||||
Cash and cash equivalents
|
$ | 158,232 | $ | 158,232 | $ | 191,128 | $ | 191,128 | ||||||||
Restricted cash
|
$ | 28,903 | $ | 28,903 | $ | 41,048 | $ | 41,048 | ||||||||
Long-term debt, excluding debt issuance costs
|
$ | 1,376,567 | $ | 1,566,805 | $ | 1,403,836 | $ | 1,462,063 | ||||||||
Preferred stock not subject to mandatory redemption
|
$ | - | $ | - | $ | 1,029 | $ | 844 |
AT SEPTEMBER 30, 2011
|
AT DECEMBER 31, 2010
|
|||||||||||||||
(THOUSANDS)
|
CARRYING
VALUE
|
ESTIMATED
FAIR VALUE
|
CARRYING
VALUE
|
ESTIMATED
FAIR VALUE
|
||||||||||||
Financial instruments not marked-to-market
|
||||||||||||||||
Cash and cash equivalents
|
$ | 143,015 | $ | 143,015 | $ | 184,912 | $ | 184,912 | ||||||||
Restricted cash
|
$ | 28,807 | $ | 28,807 | $ | 40,951 | $ | 40,951 | ||||||||
Long-term debt, excluding debt issuance costs
|
$ | 1,376,567 | $ | 1,566,805 | $ | 1,388,836 | $ | 1,447,063 |
CLECO CONSOLIDATED FAIR VALUE MEASUREMENTS AT REPORTING DATE USING:
|
||||||||||||||||||||||||||||||||
(THOUSANDS)
|
AT SEPTEMBER 30, 2011
|
QUOTED PRICES IN
ACTIVE MARKETS
FOR IDENTICAL
ASSETS
(LEVEL 1)
|
SIGNIFICANT
OTHER
OBSERVABLE
INPUTS
(LEVEL 2)
|
SIGNIFICANT
UNOBSERVABLE
INPUTS
(LEVEL 3)
|
AT DECEMBER 31, 2010
|
QUOTED PRICES IN
ACTIVE MARKETS
FOR IDENTICAL
ASSETS
(LEVEL 1)
|
SIGNIFICANT
OTHER
OBSERVABLE
INPUTS
(LEVEL 2)
|
SIGNIFICANT
UNOBSERVABLE
INPUTS
(LEVEL 3)
|
||||||||||||||||||||||||
Asset Description
|
||||||||||||||||||||||||||||||||
Energy market derivatives
|
$ | - | $ | - | $ | - | $ | - | $ | 97 | $ | - | $ | 97 | $ | - | ||||||||||||||||
Institutional money market funds
|
182,603 | - | 182,603 | - | 229,748 | - | 229,748 | - | ||||||||||||||||||||||||
Total assets
|
$ | 182,603 | $ | - | $ | 182,603 | $ | - | $ | 229,845 | $ | - | $ | 229,845 | $ | - | ||||||||||||||||
Liability Description
|
||||||||||||||||||||||||||||||||
Energy market derivatives
|
$ | 5,685 | $ | 381 | $ | 5,304 | $ | - | $ | 15,245 | $ | 3,317 | $ | 11,928 | $ | - | ||||||||||||||||
Treasury rate lock
|
29,962 | - | 29,962 | - | - | - | - | - | ||||||||||||||||||||||||
Total liabilities
|
$ | 35,647 | $ | 381 | $ | 35,266 | $ | - | $ | 15,245 | $ | 3,317 | $ | 11,928 | $ | - |
CLECO POWER FAIR VALUE MEASUREMENTS AT REPORTING DATE USING:
|
||||||||||||||||||||||||||||||||
(THOUSANDS)
|
AT SEPTEMBER 30, 2011
|
QUOTED PRICES IN
ACTIVE MARKETS
FOR IDENTICAL
ASSETS
(LEVEL 1)
|
SIGNIFICANT
OTHER
OBSERVABLE
INPUTS
(LEVEL 2)
|
SIGNIFICANT
UNOBSERVABLE
INPUTS
(LEVEL 3)
|
AT DECEMBER 31, 2010
|
QUOTED PRICES IN
ACTIVE MARKETS
FOR IDENTICAL
ASSETS
(LEVEL 1)
|
SIGNIFICANT
OTHER
OBSERVABLE
INPUTS
(LEVEL 2)
|
SIGNIFICANT
UNOBSERVABLE
INPUTS
(LEVEL 3)
|
||||||||||||||||||||||||
Asset Description
|
||||||||||||||||||||||||||||||||
Energy market derivatives
|
$ | - | $ | - | $ | - | $ | - | $ | 97 | $ | - | $ | 97 | $ | - | ||||||||||||||||
Institutional money market funds
|
168,307 | - | 168,307 | - | 224,451 | - | 224,451 | - | ||||||||||||||||||||||||
Total assets
|
$ | 168,307 | $ | - | $ | 168,307 | $ | - | $ | 224,548 | $ | - | $ | 224,548 | $ | - | ||||||||||||||||
Liability Description
|
||||||||||||||||||||||||||||||||
Energy market derivatives
|
$ | 5,685 | $ | 381 | $ | 5,304 | $ | - | $ | 15,245 | $ | 3,317 | $ | 11,928 | $ | - | ||||||||||||||||
Treasury rate lock
|
29,962 | - | 29,962 | - | - | - | - | - | ||||||||||||||||||||||||
Total liabilities
|
$ | 35,647 | $ | 381 | $ | 35,266 | $ | - | $ | 15,245 | $ | 3,317 | $ | 11,928 | $ | - |
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
|
|||||||||
LIABILITY DERIVATIVES
|
|||||||||
(THOUSANDS)
FAIR VALUE
|
BALANCE SHEET LINE ITEM
|
AT SEPTEMBER 30, 2011
|
DECEMBER 31, 2010
|
||||||
Commodity contracts
|
|||||||||
Fuel cost hedges:
|
|||||||||
Current
|
Energy risk management liability, net
|
$ | (5,685 | ) | $ | (13,497 | ) | ||
Long-term
|
Other deferred credits
|
- | (1,651 | ) | |||||
Total
|
$ | (5,685 | ) | $ | (15,148 | ) |
PENSION BENEFITS
|
OTHER BENEFITS
|
|||||||||||||||
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
|
||||||||||||||||
(THOUSANDS)
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
Components of periodic benefit costs:
|
||||||||||||||||
Service cost
|
$ | 2,097 | $ | 1,863 | $ | 390 | $ | 383 | ||||||||
Interest cost
|
4,407 | 4,286 | 443 | 499 | ||||||||||||
Expected return on plan assets
|
(6,161 | ) | (5,057 | ) | - | - | ||||||||||
Amortizations:
|
||||||||||||||||
Transition obligation
|
- | - | 5 | 5 | ||||||||||||
Prior period service cost
|
(18 | ) | (18 | ) | (51 | ) | (505 | ) | ||||||||
Net loss
|
1,389 | 789 | 246 | 250 | ||||||||||||
Net periodic benefit cost
|
$ | 1,714 | $ | 1,863 | $ | 1,033 | $ | 632 |
PENSION BENEFITS
|
OTHER BENEFITS
|
|||||||||||||||
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
|
||||||||||||||||
(THOUSANDS)
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
Components of periodic benefit costs:
|
||||||||||||||||
Service cost
|
$ | 6,292 | $ | 5,588 | $ | 1,149 | $ | 1,149 | ||||||||
Interest cost
|
13,222 | 12,859 | 1,364 | 1,498 | ||||||||||||
Expected return on plan assets
|
(18,484 | ) | (15,171 | ) | - | - | ||||||||||
Amortizations:
|
||||||||||||||||
Transition obligation
|
- | - | 15 | 15 | ||||||||||||
Prior period service cost
|
(54 | ) | (54 | ) | (154 | ) | (1,516 | ) | ||||||||
Net loss
|
4,167 | 2,367 | 758 | 751 | ||||||||||||
Net periodic benefit cost
|
$ | 5,143 | $ | 5,589 | $ | 3,132 | $ | 1,897 |
FOR THE THREE MONTHS ENDED
SEPTEMBER 30,
|
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
|
|||||||||||||||
(THOUSANDS)
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
Components of periodic benefit costs:
|
||||||||||||||||
Service cost
|
$ | 392 | $ | 453 | $ | 1,175 | $ | 1,148 | ||||||||
Interest cost
|
526 | 541 | 1,578 | 1,591 | ||||||||||||
Amortizations:
|
||||||||||||||||
Prior period
service cost
|
13 | 13 | 40 | 40 | ||||||||||||
Net loss
|
235 | 253 | 705 | 695 | ||||||||||||
Net periodic benefit cost
|
$ | 1,166 | $ | 1,260 | $ | 3,498 | $ | 3,474 |
FOR THE THREE MONTHS ENDED
SEPTEMBER 30,
|
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
|
|||||||||||||||
(THOUSANDS)
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
401(k) Plan expense
|
$ | 945 | $ | 925 | $ | 2,998 | $ | 2,784 |
FOR THE THREE MONTHS ENDED
SEPTEMBER 30,
|
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
|
||||||
2011
|
2010
|
2011
|
2010
|
||||
Cleco Corporation
|
27.3%
|
37.8%
|
30.8%
|
35.2%
|
|||
Cleco Power
|
37.0%
|
33.7%
|
34.1%
|
32.1%
|
(THOUSANDS)
|
AT SEPTEMBER 30, 2011
|
AT DECEMBER 31, 2010
|
||||||
Interest payable
|
||||||||
Cleco Corporation
|
$ | 43,972 | $ | 41,018 | ||||
Cleco Power
|
$ | 16,567 | $ | 15,211 |
FOR THE THREE MONTHS ENDED
SEPTEMBER 30,
|
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
|
|||||||||||||||
(THOUSANDS)
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
Interest charges
|
||||||||||||||||
Cleco Corporation
|
$ | 93 | $ | 2,518 | $ | 2,954 | $ | 6,504 | ||||||||
Cleco Power
|
$ | (420 | ) | $ | (5,091 | ) | $ | 1,356 | $ | (2,613 | ) |
(THOUSANDS)
|
LIABILITY FOR UNRECOGNIZED
TAX BENEFITS
|
|||
Balance at December 31, 2010
|
$ | 102,785 | ||
Reduction for tax positions of current period
|
(3,116 | ) | ||
Additions for tax positions of prior periods
|
10,585 | |||
Reduction for tax positions of prior periods
|
(9,546 | ) | ||
Reduction for settlement with taxing authority
|
- | |||
Reduction for lapse of statute of limitations
|
- | |||
Balance at September 30, 2011
|
$ | 100,708 |
(THOUSANDS)
|
LIABILITY FOR UNRECOGNIZED
TAX BENEFITS
|
|||
Balance at December 31, 2010
|
$ | 60,975 | ||
Reduction for tax positions of current period
|
(3,032 | ) | ||
Additions for tax positions of prior periods
|
3,634 | |||
Reduction for tax positions of prior periods
|
(8,670 | ) | ||
Reduction for settlement with taxing authority
|
- | |||
Reduction for lapse of statute of limitations
|
- | |||
Balance at September 30, 2011
|
$ | 52,907 |
CLECO
|
RECONCILING
|
|||||||||||||||||||
2011
(THOUSANDS)
|
POWER
|
MIDSTREAM
|
ITEMS
|
ELIMINATIONS
|
CONSOLIDATED
|
|||||||||||||||
Revenue
|
||||||||||||||||||||
Electric operations
|
$ | 324,532 | $ | - | $ | - | $ | - | $ | 324,532 | ||||||||||
Tolling operations
|
- | 9,133 | - | - | 9,133 | |||||||||||||||
Other operations
|
15,565 | 1 | 500 | (2 | ) | 16,064 | ||||||||||||||
Electric customer credits
|
1,852 | - | - | - | 1,852 | |||||||||||||||
Affiliate revenue
|
347 | - | 13,448 | (13,795 | ) | - | ||||||||||||||
Operating revenue
|
$ | 342,296 | $ | 9,134 | $ | 13,948 | $ | (13,797 | ) | $ | 351,581 | |||||||||
Depreciation
|
$ | 28,859 | $ | 1,457 | $ | 241 | $ | - | $ | 30,557 | ||||||||||
Interest charges
|
$ | 25,306 | $ | 752 | $ | (308 | ) | $ | 29 | $ | 25,779 | |||||||||
Interest income
|
$ | 276 | $ | 5 | $ | 199 | $ | 29 | $ | 509 | ||||||||||
Equity loss from investees, before tax
|
$ | - | $ | - | $ | (1 | ) | $ | - | $ | (1 | ) | ||||||||
Federal and state income tax expense (benefit)
|
$ | 31,656 | $ | 444 | $ | (7,363 | ) | $ | - | $ | 24,737 | |||||||||
Segment profit
|
$ | 53,833 | $ | 5,946 | $ | 6,063 | $ | - | $ | 65,842 | ||||||||||
Additions to long-lived assets
|
$ | 76,213 | $ | 4,074 | $ | 81 | $ | - | $ | 80,368 | ||||||||||
Equity investment in investees
|
$ | 13,073 | $ | - | $ | 9 | $ | (1 | ) | $ | 13,081 | |||||||||
Total segment assets
|
$ | 3,774,385 | $ | 234,537 | $ | 200,854 | $ | (138,235 | ) | $ | 4,071,541 |
CLECO
|
RECONCILING
|
|||||||||||||||||||
2010
(THOUSANDS)
|
POWER
|
MIDSTREAM
|
ITEMS
|
ELIMINATIONS
|
CONSOLIDATED
|
|||||||||||||||
Revenue
|
||||||||||||||||||||
Electric operations
|
$ | 325,629 | $ | - | $ | - | $ | - | $ | 325,629 | ||||||||||
Tolling operations
|
- | 11,153 | - | - | 11,153 | |||||||||||||||
Other operations
|
12,819 | 1 | 488 | (3 | ) | 13,305 | ||||||||||||||
Electric customer credits
|
(6,314 | ) | - | - | - | (6,314 | ) | |||||||||||||
Affiliate revenue
|
343 | 5 | 11,290 | (11,519 | ) | $ | 119 | |||||||||||||
Operating revenue
|
$ | 332,477 | $ | 11,159 | $ | 11,778 | $ | (11,522 | ) | $ | 343,892 | |||||||||
Depreciation
|
$ | 27,133 | $ | 1,446 | $ | 268 | $ | - | $ | 28,847 | ||||||||||
Interest charges
|
$ | 16,044 | $ | 1,109 | $ | 7,949 | $ | (34 | ) | $ | 25,068 | |||||||||
Interest income
|
$ | 117 | $ | - | $ | 44 | $ | (33 | ) | $ | 128 | |||||||||
Equity income from investees, before tax
|
$ | - | $ | 2,494 | $ | - | $ | - | $ | 2,494 | ||||||||||
Federal and state income tax expense (benefit)
|
$ | 26,568 | $ | 2,758 | $ | 830 | $ | (1 | ) | $ | 30,155 | |||||||||
Segment profit (loss)
(1)
|
$ | 52,335 | $ | 5,156 | $ | (7,879 | ) | $ | - | $ | 49,612 | |||||||||
Additions to long-lived assets
|
$ | 35,308 | $ | 454 | $ | 441 | $ | - | $ | 36,203 | ||||||||||
Equity investment in investees
(2)
|
$ | 13,073 | $ | 73,648 | $ | 11 | $ | - | $ | 86,732 | ||||||||||
Total segment assets
(2)
|
$ | 3,795,205 | $ | 316,165 | $ | 401,663 | $ | (351,623 | ) | $ | 4,161,410 | |||||||||
(1)
Reconciliation of segment profit to consolidated profit:
|
Segment profit
|
$ | 49,612 | |||||||||||||||||
(2)
Balances as of December 31, 2010
|
Unallocated items:
|
|||||||||||||||||||
Preferred dividends requirements, net of tax
|
12 | |||||||||||||||||||
Net income applicable to common stock
|
$ | 49,600 |
CLECO
|
RECONCILING
|
|||||||||||||||||||
2011
(THOUSANDS)
|
POWER
|
MIDSTREAM
|
ITEMS
|
ELIMINATIONS
|
CONSOLIDATED
|
|||||||||||||||
Revenue
|
||||||||||||||||||||
Electric operations
|
$ | 823,484 | $ | - | $ | - | $ | - | $ | 823,484 | ||||||||||
Tolling operations
|
- | 16,137 | - | - | 16,137 | |||||||||||||||
Other operations
|
40,261 | 8 | 1,511 | (5 | ) | 41,775 | ||||||||||||||
Electric customer credits
|
(3,405 | ) | - | - | - | (3,405 | ) | |||||||||||||
Affiliate revenue
|
1,041 | 45 | 37,544 | (38,428 | ) | 202 | ||||||||||||||
Operating revenue
|
$ | 861,381 | $ | 16,190 | $ | 39,055 | $ | (38,433 | ) | $ | 878,193 | |||||||||
Depreciation
|
$ | 84,543 | $ | 4,370 | $ | 728 | $ | - | $ | 89,641 | ||||||||||
Interest charges
|
$ | 74,029 | $ | 1,963 | $ | 1,891 | $ | 128 | $ | 78,011 | ||||||||||
Interest income
|
$ | 557 | $ | 6 | $ | 103 | $ | 128 | $ | 794 | ||||||||||
Equity income (loss) from investees, before tax
|
$ | - | $ | 62,053 | $ | (2 | ) | $ | - | $ | 62,051 | |||||||||
Federal and state income tax expense (benefit)
|
$ | 61,935 | $ | 21,296 | $ | (9,781 | ) | $ | 1 | $ | 73,451 | |||||||||
Segment profit
(1)
|
$ | 119,557 | $ | 39,274 | $ | 6,374 | $ | - | $ | 165,205 | ||||||||||
Additions to long-lived assets
|
$ | 152,082 | $ | 5,202 | $ | 749 | $ | - | $ | 158,033 | ||||||||||
Equity investment in investees
|
$ | 13,073 | $ | - | $ | 9 | $ | (1 | ) | $ | 13,081 | |||||||||
Total segment assets
|
$ | 3,774,385 | $ | 234,537 | $ | 200,854 | $ | (138,235 | ) | $ | 4,071,541 | |||||||||
(1)
Reconciliation of segment profit to consolidated profit:
|
Segment profit
|
$ | 165,205 | |||||||||||||||||
Unallocated items:
|
||||||||||||||||||||
Preferred dividends requirements, net of tax
|
26 | |||||||||||||||||||
Preferred stock redemption costs, net of tax
|
112 | |||||||||||||||||||
Net income applicable to common stock
|
$ | 165,067 |
CLECO
|
RECONCILING
|
|||||||||||||||||||
2010
(THOUSANDS)
|
POWER
|
MIDSTREAM
|
ITEMS
|
ELIMINATIONS
|
CONSOLIDATED
|
|||||||||||||||
Revenue
|
||||||||||||||||||||
Electric operations
|
$ | 839,528 | $ | - | $ | - | $ | - | $ | 839,528 | ||||||||||
Tolling operations
|
- | 23,016 | - | - | 23,016 | |||||||||||||||
Other operations
|
32,959 | 2 | 1,470 | (6 | ) | 34,425 | ||||||||||||||
Electric customer credits
|
(6,314 | ) | - | - | - | (6,314 | ) | |||||||||||||
Affiliate revenue
|
1,029 | 924 | 34,783 | (35,310 | ) | 1,426 | ||||||||||||||
Operating revenue
|
$ | 867,202 | $ | 23,942 | $ | 36,253 | $ | (35,316 | ) | $ | 892,081 | |||||||||
Depreciation
|
$ | 77,941 | $ | 4,334 | $ | 624 | $ | - | $ | 82,899 | ||||||||||
Interest charges
|
$ | 57,104 | $ | 5,972 | $ | 9,575 | $ | (631 | ) | $ | 72,020 | |||||||||
Interest income
|
$ | 351 | $ | - | $ | 649 | $ | (631 | ) | $ | 369 | |||||||||
Equity income from investees, before tax
|
$ | - | $ | 39,211 | $ | 1 | $ | - | $ | 39,212 | ||||||||||
Gain on toll settlement
|
$ | - | $ | 148,402 | $ | - | $ | - | $ | 148,402 | ||||||||||
Federal and state income tax expense (benefit)
|
$ | 58,299 | $ | 72,905 | $ | (3,793 | ) | $ | - | $ | 127,411 | |||||||||
Segment profit (loss)
(1)
|
$ | 123,584 | $ | 117,176 | $ | (5,992 | ) | $ | - | $ | 234,768 | |||||||||
Additions to long-lived assets
|
$ | 397,301 | $ | 1,576 | $ | 1,181 | $ | - | $ | 400,058 | ||||||||||
Equity investment in investees
(2)
|
$ | 13,073 | $ | 73,648 | $ | 11 | $ | - | $ | 86,732 | ||||||||||
Total segment assets
(2)
|
$ | 3,795,205 | $ | 316,165 | $ | 401,663 | $ | (351,623 | ) | $ | 4,161,410 | |||||||||
(1)
Reconciliation of segment profit to consolidated profit:
|
Segment profit
|
$ | 234,768 | |||||||||||||||||
(2)
Balances as of December 31, 2010
|
Unallocated items:
|
|||||||||||||||||||
Preferred dividends requirements, net of tax
|
35 | |||||||||||||||||||
Net income applicable to common stock
|
$ | 234,733 |
(THOUSANDS)
|
AT DECEMBER 31, 2010
|
|||
Current assets
|
$ | 7,133 | ||
Property, plant and equipment, net
|
203,793 | |||
Total assets
|
$ | 210,926 | ||
Current liabilities
|
$ | 1,950 | ||
Other liabilities
|
9,429 | |||
Partners’ capital
|
199,547 | |||
Total liabilities and partners’ capital
|
$ | 210,926 |
(THOUSANDS)
|
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2010
|
|||
Operating revenue
|
$ | 31,883 | ||
Operating expenses
|
30,566 | |||
Other income
|
3,671 | |||
Income before taxes
|
$ | 4,988 |
FOR THE THREE MONTHS ENDED
SEPTEMBER 30,
|
||||||||
(THOUSANDS)
|
2011
|
2010
|
||||||
Cajun
|
$ | - | $ | 2,494 | ||||
Subsidiaries less than 100% owned by Cleco Innovations
|
(1 | ) | - | |||||
Total equity (loss) income
|
$ | (1 | ) | $ | 2,494 |
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
|
||||||||
(THOUSANDS)
|
2011
|
2010
|
||||||
Cajun
|
$ | 62,053 | $ | 39,211 | ||||
Subsidiaries less than 100% owned by Cleco Innovations
|
(2 | ) | 1 | |||||
Total equity income
|
$ | 62,051 | $ | 39,212 |
INCEPTION TO DATE (THOUSANDS)
|
AT SEPTEMBER 30, 2011
|
AT DECEMBER 31, 2010
|
||||||
Purchase price
|
$ | 12,873 | $ | 12,873 | ||||
Cash contributions
|
200 | 200 | ||||||
Total equity investment in investee
|
$ | 13,073 | $ | 13,073 |
(THOUSANDS)
|
AT SEPTEMBER 30, 2011
|
AT DECEMBER 31, 2010
|
||||||
Oxbow’s net assets/liabilities
|
$ | 26,146 | $ | 26,146 | ||||
Cleco Power’s 50% equity
|
$ | 13,073 | $ | 13,073 | ||||
Cleco’s maximum exposure to loss
|
$ | 13,073 | $ | 13,073 |
(THOUSANDS)
|
AT SEPTEMBER 30, 2011
|
AT DECEMBER 31, 2010
|
||||||
Current assets
|
$ | 685 | $ | 583 | ||||
Property, plant and equipment, net
|
23,422 | 23,597 | ||||||
Other assets
|
2,148 | 2,141 | ||||||
Total assets
|
$ | 26,255 | $ | 26,321 | ||||
Current liabilities
|
$ | 36 | $ | 175 | ||||
Other liabilities
|
73 | - | ||||||
Partners’ capital
|
26,146 | 26,146 | ||||||
Total liabilities and partners’ capital
|
$ | 26,255 | $ | 26,321 |
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
|
||||||||
(THOUSANDS)
|
2011
|
2010
|
||||||
Operating revenue
|
$ | 382 | $ | 245 | ||||
Operating expenses
|
382 | 245 | ||||||
Income before taxes
|
$ | - | $ | - |
FOR THE NINE MONTHS ENDED SEPTEMBBER 30,
|
||||||||
(THOUSANDS)
|
2011
|
2010
|
||||||
Operating revenue
|
$ | 880 | $ | 564 | ||||
Operating expenses
|
880 | 564 | ||||||
Income before taxes
|
$ | - | $ | - |
AT SEPTEMBER 30, 2011
|
||||||||||||
FACE
|
NET
|
|||||||||||
(THOUSANDS)
|
AMOUNT
|
REDUCTIONS
|
AMOUNT
|
|||||||||
Cleco Corporation
|
||||||||||||
Guarantee issued to Entergy Mississippi on behalf of Attala
|
$ | 500 | $ | - | $ | 500 | ||||||
Cleco Power
|
||||||||||||
Obligations under standby letter of credit issued to the Louisiana Department of Labor
|
3,725 | - | 3,725 | |||||||||
Total
|
$ | 4,225 | $ | - | $ | 4,225 |
§
|
Environmental costs that were caused by events occurring before the closing of the transaction;
|
§
|
Claims against Cleco Power for liabilities retained by Acadia;
|
§
|
Certain conditions of Acadia Unit 1 that were discovered prior to September 30, 2010; and
|
§
|
Breach of fundamental representations of Acadia, such as legal existence, ownership of Acadia Unit 1, and valid authorization to dispose of Acadia Unit 1.
|
§
|
Environmental costs that were caused by events occurring before the closing of the transaction;
|
§
|
Claims against Entergy Louisiana for liabilities retained by Acadia;
|
§
|
Certain conditions of Acadia Unit 2 that were discovered prior to September 30, 2010; and
|
§
|
Breach of fundamental representations of Acadia, such as legal existence, ownership of Acadia Unit 2, and valid authorization to dispose of Acadia Unit 2.
|
AT SEPTEMBER 30, 2011
|
||||||||||||||||||||
AMOUNT OF COMMITMENT EXPIRATION PER PERIOD
|
||||||||||||||||||||
NET
|
MORE
|
|||||||||||||||||||
AMOUNT
|
LESS THAN
|
THAN
|
||||||||||||||||||
(THOUSANDS)
|
COMMITTED
|
ONE YEAR
|
1-3 YEARS
|
3-5 YEARS
|
5 YEARS
|
|||||||||||||||
Off-balance sheet commitments
|
$ | 4,225 | $ | 3,725 | $ | - | $ | - | $ | 500 | ||||||||||
On-balance sheet guarantees
|
33,449 | - | 29,443 | - | 4,006 | |||||||||||||||
Total
|
$ | 37,674 | $ | 3,725 | $ | 29,443 | $ | - | $ | 4,506 |
(THOUSANDS)
|
CONTRIBUTION
|
|||
Three months ending December 31, 2011
|
$ | 11,508 | ||
Years ending December 31,
|
||||
2012
|
76,629 | |||
2013
|
36,225 | |||
2014
|
22,927 | |||
2015
|
21,904 | |||
Thereafter
|
20,808 | |||
Total
|
$ | 190,001 |
(THOUSANDS)
|
||||
Equity contributions, imputed interest rate 6%
|
||||
Principal payment schedule above:
|
$ | 190,001 | ||
Less: unamortized discount
|
22,098 | |||
Total
|
$ | 167,903 |
§
|
The tolling agreement is a market-based tolling agreement, for Coughlin Units 6 and 7, ending December 31, 2011, with an option for JPMVEC to extend the term through December 31, 2012. The agreement also gives Evangeline the right to terminate its Coughlin Unit 6 obligations prior to the expiration of the term. JPMVEC did not exercise the option to extend the tolling agreement;
|
§
|
$126.6 million of Evangeline’s 8.82% Senior Secured bonds due 2019, owned by JPMVEC, were transferred to Evangeline and subsequently retired; and $5.3 million of accrued interest associated with the bonds transferred to Evangeline was eliminated;
|
§
|
JPMVEC paid Evangeline $56.7 million;
|
§
|
JPMVEC returned Cleco Corporation’s $15.0 million letter of credit issued under the Evangeline Tolling Agreement and the letter of credit was cancelled; and
|
§
|
Evangeline recorded a gain of $148.4 million.
|
§
|
Cleco Power acquired Acadia Unit 1 and half of the common facilities for $304.0 million;
|
§
|
Cleco Power recognized $78.4 million of deferred taxes on the transaction;
|
§
|
Acadia recognized a gain of $82.0 million;
|
§
|
APH received $6.8 million from third-parties in return for APH’s indemnification against the third parties’ 50% share of Acadia’s liabilities and other obligations related to the Cleco Power transaction; and
|
§
|
Cleco Power owns and operates Acadia Unit 1. Prior to April 29, 2011, Cleco Power operated Acadia Unit 2 on behalf of Acadia. On April 29, 2011, Acadia completed its disposition of Acadia Unit 2 to Entergy Louisiana. Cleco Power now operates Acadia Unit 2 on behalf of Entergy Louisiana.
|
§
|
Entergy Louisiana acquired Acadia Unit 2 for $298.8 million;
|
§
|
In exchange for $10.9 million, APH indemnified the third-party owners of Cajun and their affiliates against 50% of Acadia’s liabilities and other obligations related to the Acadia Unit 2 transaction;
|
§
|
APH recognized a gain of $62.0 million, which included $26.2 million of equity income that represents the 2007 investment impairment charge of $45.9 million, partially offset by $19.7 million of capitalized interest during the construction of Acadia;
|
§
|
APH received 100% ownership in Acadia in exchange for its 50% interest in Cajun, and Acadia became a consolidated subsidiary of APH; and
|
§
|
Cleco Power operates Acadia Unit 2 on behalf of Entergy Louisiana.
|
§
|
Cleco Power, a regulated electric utility company, which owns 10 generating units with a total nameplate capacity of 2,572 MWs and serves approximately 279,000 customers in Louisiana through its retail business and 10 communities across Louisiana and Mississippi through wholesale power contracts; and
|
§
|
Midstream, a wholesale energy business, which owns Evangeline (which operates Coughlin).
|
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
|
||||||||||||||||
FAVORABLE/(UNFAVORABLE)
|
||||||||||||||||
(THOUSANDS)
|
2011
|
2010
|
VARIANCE
|
CHANGE
|
||||||||||||
Operating revenue, net
|
$ | 351,581 | $ | 343,892 | $ | 7,689 | 2.2 | % | ||||||||
Operating expenses
|
235,401 | 243,905 | 8,504 | 3.5 | % | |||||||||||
Operating income
|
$ | 116,180 | $ | 99,987 | $ | 16,193 | 16.2 | % | ||||||||
Equity (loss) income from investees, before tax
|
$ | (1 | ) | $ | 2,494 | $ | (2,495 | ) | (100.0 | )% | ||||||
Other expense
|
$ | 3,360 | $ | 1,416 | $ | (1,944 | ) | (137.3 | )% | |||||||
Interest charges
|
$ | 25,779 | $ | 25,068 | $ | (711 | ) | (2.8 | )% | |||||||
Federal and state income taxes
|
$ | 24,737 | $ | 30,155 | $ | 5,418 | 18.0 | % | ||||||||
Net income applicable to common stock
|
$ | 65,842 | $ | 49,600 | $ | 16,242 | 32.7 | % | ||||||||
* Not meaningful
|
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
|
||||||||||||||||
FAVORABLE/(UNFAVORABLE)
|
||||||||||||||||
(THOUSANDS)
|
2011
|
2010
|
VARIANCE
|
CHANGE
|
||||||||||||
Operating revenue
|
||||||||||||||||
Base
|
$ | 178,159 | $ | 176,584 | $ | 1,575 | 0.9 | % | ||||||||
Fuel cost recovery
|
146,373 | 149,045 | (2,672 | ) | (1.8 | )% | ||||||||||
Electric customer credits
|
1,852 | (6,314 | ) | 8,166 | 129.3 | % | ||||||||||
Other operations
|
15,565 | 12,819 | 2,746 | 21.4 | % | |||||||||||
Affiliate revenue
|
347 | 343 | 4 | 1.2 | % | |||||||||||
Operating revenue, net
|
342,296 | 332,477 | 9,819 | 3.0 | % | |||||||||||
Operating expenses
|
||||||||||||||||
Fuel used for electric generation – recoverable
|
121,739 | 97,870 | (23,869 | ) | (24.4 | )% | ||||||||||
Power purchased for utility customers – recoverable
|
24,627 | 51,218 | 26,591 | 51.9 | % | |||||||||||
Non-recoverable fuel and power purchased
|
1,147 | 3,177 | 2,030 | 63.9 | % | |||||||||||
Other operations
|
31,185 | 28,650 | (2,535 | ) | (8.8 | )% | ||||||||||
Maintenance
|
15,768 | 20,272 | 4,504 | 22.2 | % | |||||||||||
Depreciation
|
28,859 | 27,133 | (1,726 | ) | (6.4 | )% | ||||||||||
Taxes other than income taxes
|
8,802 | 9,161 | 359 | 3.9 | % | |||||||||||
(Gain) loss on sale of assets
|
(6 | ) | 7 | 13 | 185.7 | % | ||||||||||
Total operating expenses
|
232,121 | 237,488 | 5,367 | 2.3 | % | |||||||||||
Operating income
|
$ | 110,175 | $ | 94,989 | $ | 15,186 | 16.0 | % | ||||||||
Other income
|
$ | 1,323 | $ | 293 | $ | 1,030 | 351.5 | % | ||||||||
Interest charges
|
$ | 25,306 | $ | 16,044 | $ | (9,262 | ) | (57.7 | )% | |||||||
Federal and state income taxes
|
$ | 31,656 | $ | 26,568 | $ | (5,088 | ) | (19.2 | )% | |||||||
Net income
|
$ | 53,833 | $ | 52,335 | $ | 1,498 | 2.9 | % |
§
|
lower electric customer credits,
|
§
|
lower maintenance expense,
|
§
|
higher other operations revenue,
|
§
|
lower non-recoverable fuel and power purchased,
|
§
|
higher base revenue, and
|
§
|
higher other income.
|
§
|
higher interest charges,
|
§
|
higher other operations expense,
|
§
|
higher depreciation, and
|
§
|
higher effective income tax rate.
|
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
|
|||||
(MILLION kWh) |
2011 |
2010 |
FAVORABLE/
(UNFAVORABLE)
|
||
Electric sales
|
|||||
Residential
|
1,274
|
1,263
|
0.9 %
|
||
Commercial
|
796
|
771
|
3.2 %
|
||
Industrial
|
619
|
592
|
4.6 %
|
||
Other retail
|
36
|
37
|
(2.7)%
|
||
Total retail
|
2,725
|
2,663
|
2.3 %
|
||
Sales for resale
|
652
|
639
|
2.0 %
|
||
Unbilled
|
(129)
|
(125)
|
(3.2)%
|
||
Total retail and wholesale customer sales
|
3,248
|
3,177
|
2.2 %
|
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
|
||||||||||||
(THOUSANDS)
|
2011
|
2010
|
FAVORABLE/
(UNFAVORABLE)
|
|||||||||
Electric sales
|
||||||||||||
Residential
|
$ | 99,144 | $ | 100,301 | (1.2 | )% | ||||||
Commercial
|
48,732 | 48,193 | 1.1 | % | ||||||||
Industrial
|
22,468 | 22,563 | (0.4 | )% | ||||||||
Other retail
|
2,600 | 2,721 | (4.4 | )% | ||||||||
Surcharge
|
2,983 | 1,350 | 121.0 | % | ||||||||
Other
|
(1,578 | ) | (1,704 | ) | 7.4 | % | ||||||
Total retail
|
174,349 | 173,424 | 0.5 | % | ||||||||
Sales for resale
|
11,455 | 14,745 | (22.3 | )% | ||||||||
Unbilled
|
(7,645 | ) | (11,585 | ) | 34.0 | % | ||||||
Total retail and wholesale customer sales
|
$ | 178,159 | $ | 176,584 | 0.9 | % |
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
|
|||||||||
2011 CHANGE
|
|||||||||
2011
|
2010
|
NORMAL
|
PRIOR YEAR
|
NORMAL
|
|||||
Cooling-degree days
|
1,671
|
1,728
|
1,489
|
(3.3)%
|
12.2%
|
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
|
||||||||||||||||
FAVORABLE/(UNFAVORABLE)
|
||||||||||||||||
(THOUSANDS)
|
2011
|
2010
|
VARIANCE
|
CHANGE
|
||||||||||||
Operating revenue
|
||||||||||||||||
Tolling operations
|
$ | 9,133 | $ | 11,153 | $ | (2,020 | ) | (18.1 | )% | |||||||
Other operations
|
1 | 1 | - | - | ||||||||||||
Affiliate revenue
|
- | 5 | (5 | ) | (100.0 | )% | ||||||||||
Operating revenue
|
9,134 | 11,159 | (2,025 | ) | (18.1 | )% | ||||||||||
Operating expenses
|
||||||||||||||||
Other operations
|
2,121 | 1,944 | (177 | ) | (9.1 | )% | ||||||||||
Maintenance
|
(1,131 | ) | 2,987 | 4,118 | 137.9 | % | ||||||||||
Depreciation
|
1,457 | 1,446 | (11 | ) | (0.8 | )% | ||||||||||
Taxes other than income taxes
|
620 | 76 | (544 | ) | (715.8 | )% | ||||||||||
(Gain) loss on sale of assets
|
(62 | ) | 6 | 68 | * | |||||||||||
Total operating expenses
|
3,005 | 6,459 | 3,454 | 53.5 | % | |||||||||||
Operating income
|
$ | 6,129 | $ | 4,700 | $ | 1,429 | 30.4 | % | ||||||||
Equity income from investees, before tax
|
$ | - | $ | 2,494 | $ | (2,494 | ) | (100.0 | )% | |||||||
Other income
|
$ | 1,012 | $ | 1,836 | $ | (824 | ) | (44.9 | )% | |||||||
Federal and state income tax expenses
|
$ | 444 | $ | 2,758 | $ | 2,314 | 83.9 | % | ||||||||
Net income
|
$ | 5,946 | $ | 5,156 | $ | 790 | 15.3 | % | ||||||||
* Not meaningful
|
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
|
||||||||||||||||
FAVORABLE/(UNFAVORABLE)
|
||||||||||||||||
(THOUSANDS)
|
2011
|
2010
|
VARIANCE
|
CHANGE
|
||||||||||||
Operating revenue, net
|
$ | 878,193 | $ | 892,081 | $ | (13,888 | ) | (1.6 | )% | |||||||
Operating expenses
|
626,489 | 656,101 | 29,612 | 4.5 | % | |||||||||||
Operating income
|
$ | 251,704 | $ | 235,980 | $ | 15,724 | 6.7 | % | ||||||||
Allowance for other funds used during construction
|
$ | 3,757 | $ | 11,052 | $ | (7,295 | ) | (66.0 | )% | |||||||
Equity income from investees, before tax
|
$ | 62,051 | $ | 39,212 | $ | 22,839 | 58.2 | % | ||||||||
Gain on toll settlement
|
$ | - | $ | 148,402 | $ | (148,402 | ) | (100.0 | )% | |||||||
Interest charges
|
$ | 78,011 | $ | 72,020 | $ | (5,991 | ) | (8.3 | )% | |||||||
Federal and state income taxes
|
$ | 73,451 | $ | 127,411 | $ | 53,960 | 42.4 | % | ||||||||
Net income applicable to common stock
|
$ | 165,067 | $ | 234,733 | $ | (69,666 | ) | (29.7 | )% |
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
|
||||||||||||||||
FAVORABLE/(UNFAVORABLE)
|
||||||||||||||||
(THOUSANDS)
|
2011
|
2010
|
VARIANCE
|
CHANGE
|
||||||||||||
Operating revenue
|
||||||||||||||||
Base
|
$ | 470,166 | $ | 448,589 | $ | 21,577 | 4.8 | % | ||||||||
Fuel cost recovery
|
353,318 | 390,939 | (37,621 | ) | (9.6 | )% | ||||||||||
Electric customer credits
|
(3,405 | ) | (6,314 | ) | 2,909 | 46.1 | % | |||||||||
Other operations
|
40,261 | 32,959 | 7,302 | 22.2 | % | |||||||||||
Affiliate revenue
|
1,041 | 1,029 | 12 | 1.2 | % | |||||||||||
Operating revenue, net
|
861,381 | 867,202 | (5,821 | ) | (0.7 | )% | ||||||||||
Operating expenses
|
||||||||||||||||
Fuel used for electric generation – recoverable
|
295,160 | 270,165 | (24,995 | ) | (9.3 | )% | ||||||||||
Power purchased for utility customers – recoverable
|
58,145 | 120,812 | 62,667 | 51.9 | % | |||||||||||
Non-recoverable fuel and power purchased
|
3,369 | 10,154 | 6,785 | 66.8 | % | |||||||||||
Other operations
|
87,086 | 81,111 | (5,975 | ) | (7.4 | )% | ||||||||||
Maintenance
|
53,962 | 51,697 | (2,265 | ) | (4.4 | )% | ||||||||||
Depreciation
|
84,543 | 77,941 | (6,602 | ) | (8.5 | )% | ||||||||||
Taxes other than income taxes
|
25,585 | 25,110 | (475 | ) | (1.9 | )% | ||||||||||
(Gain) loss on sale of assets
|
(7 | ) | 47 | 54 | 114.9 | % | ||||||||||
Total operating expenses
|
607,843 | 637,037 | 29,194 | 4.6 | % | |||||||||||
Operating income
|
$ | 253,538 | $ | 230,165 | $ | 23,373 | 10.2 | % | ||||||||
Allowance for other funds used during construction
|
$ | 3,757 | $ | 11,052 | $ | (7,295 | ) | (66.0 | )% | |||||||
Other income
|
$ | 2,168 | $ | 1,038 | $ | 1,130 | 108.9 | % | ||||||||
Other expense
|
$ | 4,499 | $ | 3,619 | $ | (880 | ) | (24.3 | )% | |||||||
Interest charges
|
$ | 74,029 | $ | 57,104 | $ | (16,925 | ) | (29.6 | )% | |||||||
Federal and state income taxes
|
$ | 61,935 | $ | 58,299 | $ | (3,636 | ) | (6.2 | )% | |||||||
Net income
|
$ | 119,557 | $ | 123,584 | $ | (4,027 | ) | (3.3 | )% |
§
|
higher interest charges,
|
§
|
higher other operations and maintenance expenses,
|
§
|
lower allowance for other funds used during construction,
|
§
|
higher depreciation expense, and
|
§
|
higher effective income tax rate.
|
§
|
higher base revenue,
|
§
|
higher other operations revenue,
|
§
|
lower non-recoverable fuel and power purchased expenses, and
|
§
|
lower electric customer credits.
|
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
|
||||||||||||
(THOUSANDS)
|
2011
|
2010
|
FAVORABLE/
(UNFAVORABLE)
|
|||||||||
Electric sales
|
||||||||||||
Residential
|
$ | 235,672 | $ | 208,811 | 12.9 | % | ||||||
Commercial
|
137,133 | 116,897 | 17.3 | % | ||||||||
Industrial
|
64,323 | 55,774 | 15.3 | % | ||||||||
Other retail
|
7,484 | 6,727 | 11.3 | % | ||||||||
Surcharge
|
7,534 | 7,205 | 4.6 | % | ||||||||
Other
|
(4,875 | ) | (4,383 | ) | (11.2 | )% | ||||||
Total retail
|
447,271 | 391,031 | 14.4 | % | ||||||||
Sales for resale
|
34,433 | 34,199 | 0.7 | % | ||||||||
Unbilled
|
(11,538 | ) | 23,359 | (149.4 | )% | |||||||
Total retail and wholesale customer sales
|
$ | 470,166 | $ | 448,589 | 4.8 | % |
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
|
|||||||||
2011 CHANGE
|
|||||||||
2011
|
2010
|
NORMAL
|
PRIOR YEAR
|
NORMAL
|
|||||
Heating-degree days
|
937
|
1,317
|
999
|
(28.9)%
|
(6.2)%
|
||||
Cooling-degree days
|
3,016
|
2,903
|
2,453
|
3.9 %
|
23.0 %
|
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
|
||||||||||||||||
FAVORABLE/(UNFAVORABLE)
|
||||||||||||||||
(THOUSANDS)
|
2011
|
2010
|
VARIANCE
|
CHANGE
|
||||||||||||
Operating revenue
|
||||||||||||||||
Tolling operations
|
$ | 16,137 | $ | 23,016 | $ | (6,879 | ) | (29.9 | )% | |||||||
Other operations
|
8 | 2 | 6 | 300.0 | % | |||||||||||
Affiliate revenue
|
45 | 924 | (879 | ) | (95.1 | )% | ||||||||||
Operating revenue
|
16,190 | 23,942 | (7,752 | ) | (32.4 | )% | ||||||||||
Operating expenses
|
||||||||||||||||
Other operations
|
5,999 | 5,962 | (37 | ) | (0.6 | )% | ||||||||||
Maintenance
|
5,535 | 6,902 | 1,367 | 19.8 | % | |||||||||||
Depreciation
|
4,370 | 4,334 | (36 | ) | (0.8 | )% | ||||||||||
Taxes other than income taxes
|
1,880 | 261 | (1,619 | ) | (620.3 | )% | ||||||||||
(Gain) loss on sale of assets
|
(556 | ) | 12 | 568 | * | |||||||||||
Total operating expenses
|
17,228 | 17,471 | 243 | 1.4 | % | |||||||||||
Operating (loss) income
|
$ | (1,038 | ) | $ | 6,471 | $ | (7,509 | ) | (116.0 | )% | ||||||
Equity income from investees, before tax
|
$ | 62,053 | $ | 39,211 | $ | 22,842 | 58.3 | % | ||||||||
Gain on toll settlement
|
$ | - | $ | 148,402 | $ | (148,402 | ) | (100.0 | )% | |||||||
Interest charges
|
$ | 1,963 | $ | 5,972 | $ | 4,009 | 67.1 | % | ||||||||
Federal and state income tax expense
|
$ | 21,296 | $ | 72,905 | $ | 51,609 | 70.8 | % | ||||||||
Net income
|
$ | 39,274 | $ | 117,176 | $ | (77,902 | ) | (66.5 | )% | |||||||
* Not meaningful
|
SENIOR UNSECURED DEBT
|
|||
MOODY’S
|
STANDARD & POOR’S
|
||
Cleco Corporation
|
Baa3
|
BBB-
|
|
Cleco Power
|
Baa2
|
BBB
|
§
|
$150.0 million repayment of a bank term loan in April 2011,
|
§
|
$20.4 million net decrease related to changes in the recognition of current taxes and uncertain tax positions and related interest charges expected to be settled in the next 12 months, and
|
§
|
$10.3 million reduction in the deferred construction carrying costs owed to customers in the next 12 months.
|
§
|
$44.7 million reduction of fuel inventories,
|
§
|
$32.9 million decrease in cash and cash equivalents as discussed above,
|
§
|
$30.0 million of mark-to-market losses on the treasury rate lock outstanding at September 30, 2011, and
|
§
|
$11.4 million net reduction of restricted cash used for GO Zone projects and Cleco Katrina/Rita debt service payments.
|
§
|
$44.7 million reduction of fuel inventories,
|
§
|
$41.9 million decrease in cash and cash equivalents as discussed above,
|
§
|
$30.0 million of mark-to-market losses on the treasury rate lock outstanding at September 30, 2011, and
|
§
|
$11.4 million net reduction of restricted cash used for GO Zone projects and Cleco Katrina/Rita debt service payments.
|
§
|
$10.3 million reduction in the deferred construction carrying costs owed to customers in the next 12 months, and
|
§
|
$3.9 million net increase related to changes in the recognition of current taxes and uncertain tax positions and related interest charges expected to be settled in the next 12 months.
|
(THOUSANDS)
|
AT SEPTEMBER 30, 2011
|
AT DECEMBER 31, 2010
|
||||||
Diversified Lands’ mitigation escrow
|
$ | 97 | $ | 97 | ||||
Cleco Power’s future storm restoration costs
|
24,652 | 25,992 | ||||||
Cleco Power’s renewable energy grant
|
600 | - | ||||||
Cleco Katrina/Rita’s storm recovery bonds
|
3,554 | 8,822 | ||||||
Cleco Power’s GO Zone bonds
|
- | 6,137 | ||||||
Total restricted cash
|
$ | 28,903 | $ | 41,048 |
§
|
return on equity investment in Acadia of $58.7 million,
|
§
|
higher collection of receivables of $47.0 million,
|
§
|
sales of fuel oil inventory of $35.2 million,
|
§
|
absence of 2010 Madison Unit 3 construction carrying costs, Acadia Unit 1 acquisition costs, rate case costs, and IRP/FRP costs of $30.3 million, and
|
§
|
lower petroleum coke inventory purchases of $26.2 million due to the build-up of inventory in 2010.
|
§
|
higher pension plan contributions of $55.0 million,
|
§
|
absence of the 2010 collection of a $28.0 million receivable related to the Evangeline transactions,
|
§
|
higher vendor payments of $21.7 million, and
|
§
|
absence of the 2010 cash portion of the gain related to the Evangeline Restructuring Agreement for $18.5 million.
|
§
|
higher collection of receivables of $46.0 million,
|
§
|
sales of fuel oil inventory of $35.2 million,
|
§
|
absence of 2010 Madison 3 construction carrying costs, Acadia Unit 1 acquisition costs, rate case costs, and IRP/FRP costs of $30.3 million,
|
§
|
lower petroleum coke inventory purchases of $26.2 million due to the build-up of inventory in 2010,
|
§
|
lower payments to affiliates of $17.1 million, and
|
§
|
lower income taxes paid of $7.7 million.
|
§
|
higher pension plan contributions of $55.0 million, and
|
§
|
higher vendor payments of $18.2 million.
|
FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 2011
|
||||||||||||
(THOUSANDS)
|
HIGH
|
LOW
|
AVERAGE
|
|||||||||
Fuel cost hedges
|
$ | 820.4 | $ | 379.4 | $ | 580.2 |
FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2011
|
AT
SEPTEMBER 30
,
|
AT DECEMBER 31,
|
||||||||||||||||||
(THOUSANDS)
|
HIGH
|
LOW
|
AVERAGE
|
2011
|
2010
|
|||||||||||||||
Fuel cost hedges
|
$ | 1,458.3 | $ | 379.4 | $ | 946.3 | $ | 379.4 | $ | 1,346.0 |
CLECO CORPORATION
|
|
(Registrant)
|
|
By:
/s/ R. Russell Davis
|
|
R. Russell Davis
|
|
Vice President - Investor Relations & Chief Accounting Officer
|
CLECO POWER LLC
|
|
(Registrant)
|
|
By:
/s/ R. Russell Davis
|
|
R. Russell Davis
|
|
Vice President - Investor Relations & Chief Accounting Officer
|
ARTICLE I
|
Registered Office; Registered Agents; Corporate Seal
|
1
|
Section 1.
|
Registered Office and Registered Agent(s)
|
1
|
Section 2.
|
Corporate Seal
|
1
|
ARTICLE II
|
Shareholders
|
1
|
Section 1.
|
Place of Holding Meetings
|
1
|
Section 2.
|
Quorum; Adjournment of Meetings
|
1
|
(a)
|
General Rule
|
1
|
(b)
|
Special Rule
|
1
|
(c)
|
Adjournments
|
2
|
Section 3.
|
Annual Meeting
|
2
|
Section 4.
|
Special Meeting
|
2
|
Section 5.
|
Conduct of Meetings
|
3
|
Section 6.
|
Voting
|
4
|
Section 7.
|
Notice
|
5
|
Section 8.
|
Amendment of Articles of Incorporation
|
8
|
(a)
|
Shareholders Proposals
|
8
|
(b)
|
Effectiveness
|
8
|
Section 9.
|
Effectiveness of Other Amendments to Articles of Incorporation
|
9
|
Section 10.
|
General
|
10
|
ARTICLE III
|
Directors
|
10
|
Section 1.
|
Certain General Provisions
|
10
|
(a)
|
Number
|
10
|
(b)
|
Classifications
|
10
|
(c)
|
Nominations
|
10
|
(d)
|
Qualifications; Declaration of Vacancy
|
12
|
(e)
|
Removal
|
13
|
(f)
|
Powers
|
14
|
(g)
|
Change in Number of Directors
|
15
|
(h)
|
Rights of Preferred Shareholders, etc.
|
15
|
Section 2.
|
Filling of Vacancies
|
15
|
Section 3.
|
Annual and Regular Meetings
|
15
|
Section 4.
|
Special Meetings
|
16
|
Section 5.
|
Place of Meetings; Telephone Meetings
|
16
|
Section 6.
|
Quorum
|
16
|
Section 7.
|
Compensation
|
16
|
Section 8.
|
Committees
|
16
|
ARTICLE IV
|
Indemnification
|
17
|
Section 1.
|
Right to Indemnification – General
|
17
|
Section 2.
|
Certain Provisions Respecting Indemnification for and Advancement of Expenses
|
17
|
Section 3.
|
Procedure for Determination of Entitlement to Indemnification
|
18
|
Section 4.
|
Presumptions and Effect of Certain Proceedings
|
19
|
Section 5.
|
Right of Claimant to Bring Suit
|
19
|
Section 6.
|
Non-Exclusivity and Survival of Rights
|
20
|
Section 7.
|
Definitions
|
21
|
ARTICLE V
|
Executive Committee
|
22
|
Section 1.
|
Electi
on
and Tenure
|
22
|
Section 2.
|
Executive Committee
|
22
|
Section 3.
|
Meetings
|
22
|
Section 4.
|
Compensation
|
22
|
ARTICLE VI
|
Audit Committee
|
22
|
Section 1.
|
Election and Tenure
|
22
|
Section 2.
|
Audit Committee
|
22
|
Section 3.
|
Meetings
|
23
|
Section 4.
|
Compensation
|
23
|
ARTICLE VII
|
Compensation Committee
|
23
|
Section 1.
|
Election and Tenure
|
23
|
Section 2.
|
Compensation Committee
|
23
|
Section 3.
|
Meetings
|
23
|
Section 4.
|
Compensation
|
23
|
ARTICLE VII.A.
|
Nominating/Governance Committee
|
24
|
Section 1.
|
Election and Tenure
|
24
|
Section 2.
|
Nominating/Governance Committee
|
24
|
Section 3.
|
Meetings
|
24
|
Section 4.
|
Compensation
|
24
|
ARTICLE VIII
|
Officers
|
24
|
Section 1.
|
Ele
ction, Tenure, and Compensation
|
24
|
Section 2.
|
Pow
ers and Duties of Chairman of Board of Directors
|
25
|
Section 3.
|
Powers and Duties of President
|
25
|
Section 4.
|
Powers and Duties of Vice President
|
25
|
Section 5.
|
Powers and Duties of Secretary
|
25
|
Section 6.
|
Powers and Duties of Treasurer
|
25
|
Section 7.
|
Delegation of Duties
|
26
|
ARTICLE IX
|
Capital Stock
|
26
|
Section 1.
|
Stock Certificates
|
26
|
Section 2.
|
Lost or Destroyed Certificates
|
26
|
Section 3.
|
Transfer of Shares
|
26
|
Section 4.
|
Dividends
|
27
|
Section 5.
|
Closing Transfer Books; Fixing Record Date
|
27
|
ARTICLE X
|
Fair-Price Provisions
|
27
|
Section 1.
|
Definitions
|
27
|
Section 2.
|
Vote Required in Business Combinations
|
30
|
Section 3.
|
When Voting Requirements Not Applicable
|
31
|
(a)
|
Definitions
|
31
|
(b)
|
Conditions
|
31
|
(c)
|
Other Provisions
|
34
|
ARTICLE XI
|
Notices
|
34
|
Section 1.
|
Manner of Giving Notice
|
34
|
Section 2.
|
Waiver of Notice
|
34
|
ARTICLE XII
|
Miscellaneous
|
35
|
Section 1.
|
Fiscal Year
|
35
|
Section 2.
|
Checks and Drafts
|
35
|
Section 3.
|
Books and Records
|
35
|
Section 4.
|
Separability
|
35
|
ARTICLE XIII
|
Amendment of Bylaws
|
35
|
Section 1.
|
Voting
|
35
|
Section 2.
|
Shareholder Proposals
|
35
|
Section 3.
|
Effective Date
|
36
|
ARTICLE XIV
|
Other Amendments to Bylaws
|
36
|
Section 1.
|
Effective Date
|
36
|
ARTICLE XV
|
Control Share Acquisition Statute
|
37
|
Section 1.
|
37
|
|
|
1.
|
Purpose:
|
|
a.
|
Is involuntary by the Employer, other than on account of Cause, or is initiated by a Covered Executive on account of Good Reason or Constructive Termination, as the case may be.
|
|
b.
|
With respect to Basic Severance, further: (i) that a Covered Executive’s Separation Date does
not
occur during a Change in Control Period; (ii) that such executive’s Separation From Service is
not
involuntary by the Company on account of poor performance, whether or not constituting Cause; and (iii) if such Qualifying Separation is in connection with a merger, acquisition, sale, transfer, reorganization or restructuring of the Company or any Affiliate or business unit or division thereof, other than a Change in Control, that such executive is not offered another position with the Employer, the acquiring entity or their successors that provides base salary and bonus opportunity substantially equal in the aggregate to his or her then current Base Compensation and bonus opportunity.
|
|
c.
|
With respect to Change in Control Severance, further that a Covered Executive’s Qualifying Separation occurs during a Change in Control Period.
|
4.
|
Terms And Conditions Applicable to Severance Benefits:
|
|
coverage under such plan within the meaning of Code Section 4980B, and (ii) shall offset any period of continuation coverage otherwise available under applicable law; and/or
|
|
b.
|
Cash payments in an amount equal to the full cost of the same type and level of continuation coverage under the Company’s group medical plan as elected by such Participant and/or his or her spouse or dependents under Code Section 4980B. Cash payments hereunder shall be made monthly during the period specified in Exhibit A or B hereto, as the case may be, 30 days in arrears.
|
|
a.
|
The Company shall purchase the principal residence occupied by a Participant as of his or her Separation Date (such Participant’s “Principal Residence”), provided such Principal Residence is located within 60 miles of the Participant’s primary work location, for an amount equal to the greater of (i) the fair market value of such residence as determined by the Company’s third party relocation service, or (ii) the purchase price of such residence and the documented cost of any capital improvements made by the Participant, but not more than 120% of such purchase price.
|
|
b.
|
The Company shall further pay or reimburse a Participant for the cost of relocation, including the relocation of his or her immediate family and their household goods and other personal property, in accordance with the Company’s usual relocation practice, to any location in the continental United States.
|
5.
|
Other Benefits:
|
|
a.
|
With respect to Basic Severance, shall be (i) determined in accordance with the terms of such plan, (ii) prorated to reflect his or her period of service during such year, and (iii) paid at the time such incentives are customarily paid.
|
|
b.
|
With respect to Change in Control Severance, shall be (i) determined as such Participant’s target incentive for such year, (ii) prorated to reflect his or her period of service during such year, and (iii) paid at the time or times determined in accordance with Section 4.2 hereof.
|
6.
|
Administration and Claims:
|
BASIC SEVERANCE BENEFITS
|
|||
Title
|
Base Compensation Cash Payment
|
Cash Payment
in Lieu of
Outplacement
|
Medical
Benefits/Payments
|
General
Manager
|
Minimum Benefit: 26 weeks of Base Compensation
|
$10,000
|
Cash payments for a maximum period equal to the number of whole months of Base Compensation Cash Payment
|
Additional one month for each YOE
|
|||
Maximum Benefit: 52 weeks of Base Compensation
|
|||
Vice President
|
Minimum Benefit: 32 weeks of Base Compensation
|
$20,000
|
Cash payments for a maximum period equal to the number of whole months of Base Compensation Cash Payment
|
Additional one month for each YOE
|
|||
Maximum Benefit: 52 weeks of Base Compensation
|
|||
Senior Vice
President
|
1.
52 weeks of Base Compensation
|
$25,000
|
Cash payments for a maximum period of 18 months
|
Executive Vice
President or
above
|
52 weeks of Base Compensation
|
$50,000
|
Cash payments for a maximum period of 18 months
|
CHANGE IN CONTROL SEVERANCE BENEFITS
|
|||
Title
|
Change in Control
Cash Payment
|
Home Purchase/
Relocation
|
Medical
Benefits/Payments
|
General Manager
|
1 X the sum of Annualized Base Compensation and Average Bonus
|
NA
|
Cash payments for a maximum period of 12 months
|
Vice President
|
2 X the sum of Annualized Base Compensation and Average Bonus
|
Available
|
Cash payments and coverage for a maximum period of 24 months
|
Senior Vice
President or above
|
2 X the sum of Annualized Base Compensation and Average Bonus
|
Available
|
Cash payments and coverage for a maximum period of 24 months
|
|
a.
|
Acknowledges that he or she has been advised to consult an attorney before signing this Release and that Executive has done so.
|
|
b.
|
Agrees that this Release shall not be signed and dated prior to his or her Separation Date (above) or after the period described in subsection c hereof.
|
|
c.
|
Understands that he or she has 21 calendar days after the later of his or her Separation Date or Notice Date (above) to consider whether to sign this Release, without alteration, and return it to the Company by first class mail or by hand delivery, and that if he or she executes and delivers this Release before the expiration of the 21-day period, Executive will be deemed to have waived the balance of the period. Executive agrees that any negotiation or modification of this Release shall not extend such 21-day period.
|
|
d.
|
Acknowledges that he or she has been given an opportunity to review this Release, that he or she fully understands its provisions, and that he or she has voluntarily entered into this Release.
|
|
e.
|
Understands that he or she may revoke this Release by providing written notice to the Company by hand delivery or by U.S. mail, postage prepaid, during the seven-day period following its execution; thereafter, this Release shall be irrevocable. Executive acknowledges that if he or she revokes this Release, the Company shall have no obligation to provide Severance Benefits under the Plan.
|
|
f.
|
Acknowledges that the payments described in the Plan are voluntary on the part of the Company and are not required by any legal obligation of the Company, other than under the terms of the Plan and this Release.
|
|
a.
|
Hire or offer to hire any of the Company’s officers, employees or agents;
|
|
b.
|
Persuade, or attempt to persuade, any officer, employee or agent of the Company to discontinue any relationship with the Company; or
|
|
c.
|
Solicit or divert or attempt to divert any customer or supplier of the Company then doing business in the Restricted Area.
|
EXECUTIVE:
|
WITNESS:
|
/s/ Jeffrey W. Hall |
By:
/s/ Judy P. Miller
|
Date:
10-28-2011
|
Date:
10-28-2011
|
Page 1 of 2 | EXHIBIT 10.2 |
|
a.
|
He or she shall be credited with three years of age for purposes of determining his or her Benefit Percentage in accordance with Section 5.3 hereof; provided, however, that in no event shall such percentage be less than 50%; and
|
|
b.
|
He or she shall be credited with three years of age for purposes of applying any actuarial reduction required under Section 5.4 hereof on account of the commencement of benefits prior to his or her Normal Retirement Date.
|
|
a.
|
The text of Section 2.4 of the Plan, defining the term “Business Transaction,” shall be removed and that section marked “Reserved.”
|
|
b.
|
The text of Section 4.1c of the Plan, providing for accelerated vesting upon the occurrence of a Business Transaction, shall be removed and that section marked “Reserved.”
|
|
c.
|
Section 7.3 of the Plan, entitled “Benefits Upon a Business Transaction” shall be removed and such section marked “Reserved.”
|
Cleco Corporation
|
|
By:
/s/ Jeffrey W. Hall
|
|
Date:
10-28-11
|
Annual Retainer
|
Each non-management Director receives an annual retainer of $40,000. This retainer is paid in quarterly installments of $10,000. Effective January 1, 2012, the annual retainer will increase to $45,000 and will be paid in quarterly installments of $11,250. The non-management Chairman of the Board receives an additional annual retainer of $90,000. Effective January 1, 2012, the additional annual retainer for the non-management Chairman of the Board will increase to $100,000.
|
|
Each non-management Director who is chairman of a board committee receives an additional annual fee of $5,000, except the chairman of the Executive Committee, who does not receive any additional compensation for holding that position, and the chairman of the Audit Committee. The chairman of the Audit Committee receives an additional annual fee of $12,500, which reflects the increased responsibilities of this position as a result of the Sarbanes-Oxley Act of 2002. Effective January 1, 2012, the additional annual fee for the chairman of the Compensation Committee will increase to $7,500. The total annual retainer may be paid, at the election of each Director, in the form of cash, Cleco common stock, or a combination of both cash and stock.
|
Meeting Fees
|
Each non-management Director receives meeting fees as follows: (1) $1,750 for each in-person board meeting attended; (2) $1,750 for each in-person Audit Committee meeting attended; (3) $1,500 for each in-person other committee meeting attended; and (4) $500 for each telephone conference meeting of the board or one of its committees attended, including informal telephone conference meetings. Meeting fees may be paid, at the election of each Director, in the form of cash, Cleco common stock, or a combination of both cash and stock.
|
|
The Chairman of the Board is not paid for attendance at meetings (whether in person or by phone) of committees on which he does not serve, except quarterly phone meetings of the Audit Committee for review of the Form 10-K and/or Form 10-Q. Nor is the Chairman compensated for meetings not associated with Board or committee meetings or for regular on-site visits to Cleco to receive updates from the management staff.
|
Special Services
|
While expected to occur infrequently, when a non-management Director is requested to perform special services considered to be beyond the scope of the Director’s normal duties, each day spent performing those duties shall be considered the equivalent of attending a Board or committee meeting for purposes of Director compensation. Normally compensation for such matters will be appropriate only if the Director is required to spend more than four hours on the matter and associated travel. Examples, not inclusive, of such activities would be participating in the interview process for potential new Board candidates and/or members of senior management and working with consultants to the Board. Determinations as to the applicability of compensation to a particular circumstance will be reviewed on a case-by-case basis by the President/CEO and the Corporate Secretary.
|
Expenses
|
Directors are reimbursed for travel and related expenses incurred for attending meetings of the Board of Directors and board committees, including costs related to spousal travel, as well as for any special services as described above. This reimbursement includes the cost of first class air fare as authorized by Cleco’s CEO.
|
|
As noted above, spousal travel for
Directors has been approved and authorized by Cleco’s CEO. Therefore, reimbursement by Cleco to Directors for all costs related to spousal travel will be allowed. Such costs will be charged to a specific account to allow for proper tax treatment by the Company.
(These costs will not be tax deductible for Cleco, nor will they be taxable to the Director.)
|
Restricted Stock
|
Each non-management Director receives an annual restricted stock award of Cleco common stock valued at $50,000, not to exceed 10,000 shares of stock in any year. The grant date of the award will be the date of the January Board meeting each year, and the valuation date of the stock will be the first trading day of the year. The number of shares to be issued will be determined by dividing 85% of the stock price on the valuation date into $50,000. Directors are not required to provide any consideration in exchange for the restricted stock award. Restrictions on the stock subject to the award lapse after a six-year period measured from the date of the award or at the Director’s retirement if earlier, and the stock cannot be sold or transferred during this period. Effective January 1, 2012, the value of this annual restricted stock award of Cleco common stock will increase to $65,000 for all directors except the non-management Chairman of the Board. Effective January 1, 2012, the value of this annual restricted stock award of Cleco common stock will increase to $80,000 for the
|
non-management Chairman of the Board. The number of shares to be issued will be determined by dividing 100% of the stock price on the valuation date into $65,000 and $80,000, respectively.
|
Stock Ownership
|
Cleco has adopted stock ownership guidelines for Directors. Under the guidelines, Cleco recommends that its current Directors beneficially own common stock of Cleco having a value equal to at least five times the annual Board retainer. New Directors will have five years following their election to the Board to meet this recommended stock ownership level, and current Directors will have three years following each increase in the annual Board retainer to meet this recommended stock ownership level. The intent of the guidelines is to encourage stock ownership by Directors and not to force a Director to purchase more stock, if and when the stock price declines. Where the guidelines are not met within the applicable time, the matter will be reviewed by the Nominating/Governance Committee, which may determine to waive the guidelines or to make an appropriate recommendation to the Board.
|
Deferred
|
|
Compensation
|
|
Plan
|
A non-management Director may elect to participate in a deferred compensation plan and defer the receipt of all or part of his or her fees and restricted stock. Benefits are equal to the amount credited to each Director’s individual account based on compensation deferred plus applicable investment returns. Accounts are payable when a Director ceases to serve on the Board or attains a specified age.
(Please note: Due to the complexity of the income tax rules related to deferred compensation, Directors may wish to consult their personal tax advisors.)
|
Life Insurance/
|
|
Disability Plan
|
Cleco provides its non-management Directors with $200,000 of life insurance and permanent total disability coverage under a group accidental death and dismemberment plan maintained by Cleco Power LLC, a wholly owned subsidiary of Cleco. This coverage is terminated at the time the Director ceases to serve on the Board. Coverage may not be continued, even if the departing Director agrees to pay the premium.
|
Management
|
|
|
Directors
|
Directors who are Cleco employees receive no additional compensation for serving as a Director.
|
Cleco Corporation
|
|
By:
/s/ Jeffrey W. Hall
|
|
Date:
10-28-11
|
Cleco Corporation
|
|
By:
/s/ Jeffrey W. Hall
|
|
Date:
10-28-11
|
CLECO CORPORATION
|
EXHIBIT 12(a)
|
FOR THE THREE MONTHS ENDED
|
FOR THE NINE
MONTHS ENDED
|
FOR THE TWELVE
MONTHS ENDED
|
||||||||||
(THOUSANDS, EXCEPT RATIOS)
|
SEPTEMBER 30, 2011
|
|||||||||||
Earnings from continuing operations
|
$ | 65,842 | $ | 165,205 | $ | 185,829 | ||||||
Undistributed equity income from investees
|
1 | (3,385 | ) | (3,022 | ) | |||||||
Income taxes
|
24,737 | 73,451 | 88,538 | |||||||||
Earnings from continuing operations before income taxes
|
$ | 90,580 | $ | 235,271 | $ | 271,345 | ||||||
Fixed charges:
|
||||||||||||
Interest, long-term debt
|
$ | 20,776 | $ | 64,036 | $ | 84,611 | ||||||
Interest, other (including interest on short-term debt)
|
4,635 | 13,157 | 16,013 | |||||||||
Amortization of debt expense, premium, net
|
694 | 2,175 | 3,009 | |||||||||
Portion of rentals representative of an interest factor
|
126 | 363 | 464 | |||||||||
Interest of capitalized lease
|
442 | 1,356 | 1,827 | |||||||||
Total fixed charges
|
$ | 26,673 | $ | 81,087 | $ | 105,924 | ||||||
Earnings from continuing operations before income taxes
|
$ | 90,580 | $ | 235,271 | $ | 271,345 | ||||||
Plus: total fixed charges from above
|
26,673 | 81,087 | 105,924 | |||||||||
Plus: amortization of capitalized interest
|
77 | 154 | 308 | |||||||||
Earnings from continuing operations before income taxes and fixed charges
|
$ | 117,330 | $ | 316,512 | $ | 377,577 | ||||||
Ratio of earnings to fixed charges
|
4.40 | X | 3.90 | X | 3.56 | X | ||||||
Total fixed charges from above
|
26,673 | 81,087 | 105,924 | |||||||||
Preferred stock dividends
|
- | 38 | 56 | |||||||||
Total fixed charges and preferred stock dividends
|
26,673 | 81,125 | 105,980 | |||||||||
Ratio of earnings to combined fixed charges and preferred stock dividends
|
4.40 | X | 3.90 | X | 3.56 | X |
CLECO POWER
|
EXHIBIT 12(b)
|
FOR THE THREE
MONTHS ENDED
|
FOR THE NINE
MONTHS ENDED
|
FOR THE TWELVE
MONTHS ENDED
|
||||||||||
(THOUSANDS, EXCEPT RATIOS)
|
SEPTEMBER 30, 2011
|
|||||||||||
Earnings from continuing operations
|
$ | 53,833 | $ | 119,557 | $ | 143,377 | ||||||
Income taxes
|
31,656 | 61,935 | 78,744 | |||||||||
Earnings from continuing operations before income taxes
|
$ | 85,489 | $ | 181,492 | $ | 222,121 | ||||||
Fixed charges:
|
||||||||||||
Interest, long-term debt
|
$ | 20,776 | $ | 62,416 | $ | 81,838 | ||||||
Interest, other (including interest on short-term debt)
|
4,258 | 11,175 | 13,325 | |||||||||
Amortization of debt expense, premium, net
|
598 | 1,795 | 2,360 | |||||||||
Portion of rentals representative of an interest factor
|
126 | 363 | 464 | |||||||||
Interest of capitalized lease
|
442 | 1,356 | 1,827 | |||||||||
Total fixed charges
|
$ | 26,200 | $ | 77,105 | $ | 99,814 | ||||||
Earnings from continuing operations before income taxes
|
$ | 85,489 | $ | 181,492 | $ | 222,121 | ||||||
Plus: total fixed charges from above
|
26,200 | 77,105 | 99,814 | |||||||||
Earnings from continuing operations before income taxes and fixed charges
|
$ | 111,689 | $ | 258,597 | $ | 321,935 | ||||||
Ratio of earnings to fixed charges
|
4.26 | X | 3.35 | X | 3.23 | X |
CLECO CORPORATION
|
EXHIBIT 31.1
|
Date: November 2, 2011
|
/s/ Bruce A. Williamson
|
Bruce A. Williamson
President and Chief Executive Officer
|
CLECO CORPORATION
|
EXHIBIT 31.2
|
Date: November 2, 2011
|
/s/ Darren J. Olagues
|
Darren J. Olagues
Senior Vice President & Chief Financial Officer
|
CLECO POWER LLC
|
EXHIBIT 31.3
|
Date: November 2, 2011
|
/s/ Bruce A. Williamson
|
Bruce A. Williamson
Chief Executive Officer
|
CLECO POWER LLC
|
EXHIBIT 31.4
|
Date: November 2, 2011
|
/s/ Darren J. Olagues
|
Darren J. Olagues
Senior Vice President & Chief Financial Officer
|
CLECO CORPORATION
|
EXHIBIT 32.1
|
Cleco Corporation
|
CERTIFICATION PURSUANT TO
|
18 U.S.C. SECTION 1350,
|
AS ADOPTED PURSUANT TO
|
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
|
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: November 2, 2011
|
/s/ Bruce A. Williamson
|
Bruce A. Williamson
President and Chief Executive Officer
|
CLECO CORPORATION
|
EXHIBIT 32.2
|
Cleco Corporation
|
CERTIFICATION PURSUANT TO
|
18 U.S.C. SECTION 1350,
|
AS ADOPTED PURSUANT TO
|
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
|
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: November 2, 2011
|
/s/ Darren J. Olagues
|
Darren J. Olagues
Senior Vice President & Chief Financial Officer
|
CLECO POWER LLC
|
EXHIBIT 32.3
|
Cleco Power LLC
|
CERTIFICATION PURSUANT TO
|
18 U.S.C. SECTION 1350,
|
AS ADOPTED PURSUANT TO
|
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
|
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: November 2, 2011
|
/s/ Bruce A. Williamson
|
Bruce A. Williamson
Chief Executive Officer
|
CLECO POWER LLC
|
EXHIBIT 32.4
|
Cleco Power LLC
|
CERTIFICATION PURSUANT TO
|
18 U.S.C. SECTION 1350,
|
AS ADOPTED PURSUANT TO
|
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
|
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: November 2, 2011
|
/s/ Darren J. Olagues
|
Darren J. Olagues
Senior Vice President & Chief Financial Officer
|