|
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
|
||
Securities registered pursuant to Section 12(b) of the Act:
|
||
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, $1.00 par value, and associated rights to purchase Preferred Stock
|
|
New York Stock Exchange
|
Securities registered pursuant to Section 12(g) of the Act:
|
||
|
|
|
Title of each class
|
||
4.50% Cumulative Preferred Stock, $100 Par Value
|
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
|
||
Securities registered pursuant to Section 12(b) of the Act:
|
||
Title of each class
|
|
Name of each exchange on which registered
|
6.50% Senior Notes due 2035
|
|
New York Stock Exchange
|
Securities registered pursuant to Section 12(g) of the Act:
|
||
|
|
|
Title of each class
|
||
Membership Interests
|
||
|
|
|
Cleco Power LLC, a wholly owned subsidiary of Cleco Corporation, meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K with the reduced disclosure format.
|
||
|
|
|
Indicate by check mark if Cleco Corporation is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
x
No
¨
|
||
|
|
|
Indicate by check mark if Cleco Power LLC is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
¨
No
x
|
||
|
|
|
Indicate by check mark if the Registrants are not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
¨
No
x
|
||
|
|
|
Indicate by check mark whether the Registrants: (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the 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 website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of each of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
¨
|
||
|
|
|
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 the 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
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
|
PAGE
|
|
|
|
|
|
|
|
||
|
||
|
||
|
||
|
||
ITEM 4.
|
Mine Safety Disclosures
|
|
|
||
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ITEM 15
.
|
||
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
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
|
ARO
|
Asset Retirement Obligation
|
Attala
|
Attala Transmission LLC, a wholly owned subsidiary of Cleco Corporation
|
Brame Energy Center
|
Facility consisting of Nesbitt Unit 1, Rodemacher Unit 2, and Madison Unit 3. On June 11, 2010, Rodemacher Power Station was renamed Brame Energy Center.
|
CAA
|
Clean Air Act
|
CAH
|
Calpine Acadia Holdings, LLC
|
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.
|
CSAPR
|
The Cross-State Air Pollution Rule
|
CCN
|
Certificate of Public Convenience and Necessity
|
CES
|
Calpine Energy Services, L.P.
|
CLE Intrastate
|
CLE Intrastate Pipeline Company LLC, a wholly owned subsidiary of Evangeline
|
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
|
CO
2
|
Carbon dioxide
|
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
|
Dodd-Frank Act
|
The Dodd-Frank Wall Street Reform and Consumer Protection Act, signed into law on July 21, 2010. Section 1503 under Title XV – Miscellaneous Provisions include requirements for reporting mine safety.
|
DOE
|
United States Department of Energy
|
EAC
|
Environmental Adjustment Clause
|
Entergy
|
Entergy Corporation
|
Entergy Arkansas
|
Entergy Arkansas, Inc.
|
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
|
ERO
|
Electric Reliability Organization
|
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 and expired on December 31, 2011
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
ABBREVIATION OR ACRONYM
|
DEFINITION
|
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
|
GDP-IPD
|
Gross Domestic Product – Implicit Price Deflator
|
Generation Services
|
Cleco Generation Services LLC, a wholly owned subsidiary of Midstream
|
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
|
LDEQ
|
Louisiana Department of Environmental Quality
|
LIBOR
|
London Inter-Bank Offer Rate
|
Lignite Mining Agreement
|
Dolet Hills Mine Lignite Mining Agreement, dated as of May 31, 2001
|
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.
|
MATS
|
Mercury and Air Toxics Standards
|
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
|
MWh
|
Megawatt-hour(s) as applicable
|
NAC
|
North American Coal Corporation
|
NERC
|
North American Electric Reliability Corporation
|
Not Meaningful
|
A percentage comparison of these items is not statistically meaningful because the percentage difference is greater than 1,000%
|
NO
2
|
Nitrogen dioxide
|
NO
x
|
Nitrogen oxides
|
OATT
|
Open Access Transmission Tariff
|
OCI
|
Other Comprehensive Income
|
Oxbow
|
Oxbow Lignite Company, LLC, 50% owned by Cleco Power and 50% owned by SWEPCO
|
PCAOB
|
Public Company Accounting Oversight Board
|
PCB
|
Polychlorinated biphenyl
|
PEH
|
Perryville Energy Holdings LLC, a wholly owned subsidiary of Midstream
|
Perryville
|
Perryville Energy Partners, L.L.C., a wholly owned subsidiary of Cleco Corporation
|
Perryville and PEH Bankruptcy Court
|
U.S. Bankruptcy Court for the Western District of Louisiana, Alexandria Division
|
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
|
RTO
|
Regional Transmission Organization
|
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
|
SPP RE
|
Southwest Power Pool Regional Entity
|
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
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
•
|
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 cost, 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 participation in any government grants,
|
•
|
Cleco Power's ability to maintain its right to sell wholesale generation at market-based rates within its control area,
|
•
|
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
|
•
|
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,
|
•
|
changing 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,
|
•
|
changes in tax laws or disallowances of uncertain tax positions that may result in a change to tax benefits or expenses,
|
•
|
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
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
•
|
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
|
•
|
ability of the Dolet Hills lignite reserve to provide sufficient fuel to the Dolet Hills Power Station until at least 2026.
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
ITEM 1.
|
BUSINESS
|
(THOUSANDS)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
Revenue
|
|
|
|
|
|
||||||
Electric operations
|
$
|
1,051,956
|
|
|
$
|
1,086,102
|
|
|
$
|
808,646
|
|
Other operations
|
$
|
50,948
|
|
|
42,578
|
|
|
33,558
|
|
||
Electric customer credits
|
$
|
(6,811
|
)
|
|
(9,596
|
)
|
|
—
|
|
||
Affiliate revenue
|
$
|
1,389
|
|
|
1,371
|
|
|
1,395
|
|
||
Operating revenue, net
|
$
|
1,097,482
|
|
|
$
|
1,120,455
|
|
|
$
|
843,599
|
|
Depreciation expense
|
$
|
112,846
|
|
|
$
|
105,586
|
|
|
$
|
77,064
|
|
Interest charges
|
$
|
97,090
|
|
|
$
|
78,731
|
|
|
$
|
58,562
|
|
Interest income
|
$
|
630
|
|
|
$
|
379
|
|
|
$
|
1,449
|
|
Federal and state income taxes
|
$
|
69,409
|
|
|
$
|
75,107
|
|
|
$
|
15,297
|
|
Segment profit
|
$
|
142,835
|
|
|
$
|
147,405
|
|
|
$
|
111,166
|
|
Additions to long-lived assets
|
$
|
201,980
|
|
|
$
|
449,052
|
|
|
$
|
235,385
|
|
Equity investment in investee
|
$
|
14,532
|
|
|
$
|
13,073
|
|
|
$
|
12,873
|
|
Segment assets
|
$
|
3,726,471
|
|
|
$
|
3,795,205
|
|
|
$
|
3,363,962
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
GENERATING STATION
|
YEAR OF INITIAL OPERATION
|
NAMEPLATE CAPACITY (MW)
|
|
|
NET CAPACITY (MW)
(1)
|
|
TYPE OF FUEL USED
FOR GENERATION
(2)
|
GENERATION TYPE
|
Brame Energy Center
|
|
|
|
|
|
|
||
Nesbitt Unit 1
|
1975
|
440
|
|
|
422
|
|
natural gas/oil
|
steam
|
Rodemacher Unit 2
|
1982
|
157
|
|
(3)
|
148
|
|
coal/natural gas
|
steam
|
Madison Unit 3
|
2010
|
600
|
|
|
628
|
|
petroleum coke/coal
|
steam
|
Acadia Unit 1
|
2002
|
580
|
|
|
583
|
|
natural gas
|
combined cycle
|
Teche Unit 1
|
1953
|
23
|
|
|
18
|
|
natural gas
|
steam
|
Teche Unit 3
|
1971
|
359
|
|
|
328
|
|
natural gas/oil
|
steam
|
Teche Unit 4
|
2011
|
33
|
|
|
34
|
|
natural gas
|
simple cycle
|
Dolet Hills Power Station
|
1986
|
325
|
|
(4)
|
319
|
|
lignite/natural gas
|
steam
|
Franklin Gas Turbine
|
1973
|
7
|
|
|
8
|
|
natural gas
|
gas
|
Total generating capability
|
|
2,524
|
|
|
2,488
|
|
|
|
PERIOD
|
THOUSAND
MWh
|
|
|
PERCENT OF TOTAL
ENERGY
REQUIREMENTS
|
2011
|
10,025
|
|
|
86.5
|
2010
|
8,753
|
|
|
74.7
|
2009
|
4,943
|
|
|
46.4
|
2008
|
4,747
|
|
|
44.3
|
2007
|
4,504
|
|
|
42.0
|
|
|
|
|
LIGNITE
|
|
|
|
|
COAL
|
|
|
|
NATURAL GAS
|
|
|
|
|
BIOMASS
|
|
PETROLEUM COKE
|
|
|
|||||||||||
YEAR
|
COST PER MWh
|
|
|
PERCENT OF GENERATION
|
|
COST PER MWh
|
|
|
PERCENT OF GENERATION
|
|
COST PER MWh
|
|
|
PERCENT OF GENERATION
|
|
COST PER MWh
|
|
|
PERCENT OF GENERATION
|
|
COST PER MWh
|
|
|
PERCENT OF GENERATION
|
|
WEIGHTED
AVERAGE COST PER MWh
|
|
||||||
2011
|
$
|
30.99
|
|
|
23.6
|
|
$
|
29.48
|
|
|
15.6
|
|
$
|
46.39
|
|
|
33.8
|
|
$
|
65.06
|
|
|
—
|
|
$
|
31.70
|
|
|
27.0
|
|
$
|
36.12
|
|
2010
|
$
|
27.56
|
|
|
26.9
|
|
$
|
27.35
|
|
|
12.1
|
|
$
|
55.61
|
|
|
40.4
|
|
$
|
—
|
|
|
—
|
|
$
|
23.14
|
|
|
20.6
|
|
$
|
37.96
|
|
2009
|
$
|
26.04
|
|
|
45.1
|
|
$
|
27.10
|
|
|
21.5
|
|
$
|
105.22
|
|
|
33.1
|
|
$
|
—
|
|
|
—
|
|
$
|
34.64
|
|
|
0.3
|
|
$
|
52.49
|
|
2008
|
$
|
24.09
|
|
|
51.3
|
|
$
|
27.50
|
|
|
18.4
|
|
$
|
108.48
|
|
|
30.3
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
50.27
|
|
2007
|
$
|
19.80
|
|
|
42.2
|
|
$
|
26.07
|
|
|
24.8
|
|
$
|
129.80
|
|
|
33.0
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
57.65
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
PERIOD
|
COST PER MWh
|
|
|
THOUSAND MWh
|
|
|
PERCENT OF TOTAL ENERGY REQUIREMENTS
|
|
2011
|
$
|
38.94
|
|
|
1,569
|
|
|
13.5
|
2010
|
$
|
43.66
|
|
|
2,966
|
|
|
25.3
|
2009
|
$
|
34.57
|
|
|
5,712
|
|
|
53.6
|
2008
|
$
|
73.72
|
|
|
5,959
|
|
|
55.7
|
2007
|
$
|
58.08
|
|
|
6,221
|
|
|
58.0
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
NATURAL GAS SUPPLIER
|
2011
PURCHASES
(MMBtu)
|
|
|
AVERAGE AMOUNT
PURCHASED
PER DAY (MMBtu)
|
|
|
PERCENT OF
TOTAL NATURAL
GAS USED
|
|
Gavilon, LLC
|
10,034,834
|
|
|
27,500
|
|
|
30.7
|
%
|
Shell Energy North America
|
4,819,522
|
|
|
13,200
|
|
|
14.7
|
%
|
Citigroup Energy Inc.
|
3,324,822
|
|
|
9,100
|
|
|
10.2
|
%
|
Southwestern Energy Services Co.
|
3,145,900
|
|
|
8,600
|
|
|
9.6
|
%
|
QEP Energy Company
|
2,733,414
|
|
|
7,500
|
|
|
8.4
|
%
|
Tauber Oil Company
|
2,201,175
|
|
|
6,000
|
|
|
6.7
|
%
|
Total Gas & Power North America
|
1,622,000
|
|
|
4,400
|
|
|
5.0
|
%
|
Others
|
4,816,750
|
|
|
13,200
|
|
|
14.7
|
%
|
Total
|
32,698,417
|
|
|
89,500
|
|
|
100.0
|
%
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
(THOUSANDS)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
Revenue
|
|
|
|
|
|
||||||
Tolling operations
|
$
|
19,004
|
|
|
$
|
26,067
|
|
|
$
|
—
|
|
Other operations
|
9
|
|
|
3
|
|
|
1
|
|
|||
Affiliate revenue
|
45
|
|
|
960
|
|
|
8,748
|
|
|||
Operating revenue, net
|
$
|
19,058
|
|
|
$
|
27,030
|
|
|
$
|
8,749
|
|
Depreciation expense
|
$
|
5,872
|
|
|
$
|
5,779
|
|
|
$
|
177
|
|
Interest charges
|
$
|
(28,996
|
)
|
|
$
|
7,140
|
|
|
$
|
7,408
|
|
Equity income (loss) from investees, before tax
|
$
|
62,053
|
|
|
$
|
38,848
|
|
|
$
|
(19,339
|
)
|
Gain on toll settlement
|
$
|
—
|
|
|
$
|
148,402
|
|
|
$
|
—
|
|
Federal and state income tax expense (benefit)
|
$
|
44,637
|
|
|
$
|
71,255
|
|
|
$
|
(11,027
|
)
|
Segment profit (loss)
|
$
|
42,792
|
|
|
$
|
114,467
|
|
|
$
|
(17,730
|
)
|
Additions to long-lived assets
|
$
|
8,437
|
|
|
$
|
2,113
|
|
|
$
|
55
|
|
Equity investment in investees
|
$
|
—
|
|
|
$
|
73,648
|
|
|
$
|
223,652
|
|
Total segment assets
|
$
|
233,666
|
|
|
$
|
316,165
|
|
|
$
|
270,713
|
|
•
|
Evangeline, which owns and operates Coughlin, a combined-cycle natural gas-fired power plant and owns a natural gas interconnection that allows for access to the natural gas supply market.
|
•
|
APH, which prior to April 29, 2011, owned a 50% indirect interest in Acadia, a combined-cycle natural gas-fired power plant.
|
•
|
Generation Services, which prior to December 24, 2011, offered power station operations and maintenance services. Its customers were Evangeline and Acadia. On December 24, 2011, Generation Services’ employees were transferred to Midstream.
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
DATE
|
CITY
|
|
TERM
|
|
NUMBER OF CUSTOMERS
|
|
July 2010
|
Pearl River
|
|
35 years
|
|
1,250
|
|
September 2010
|
Lecompte
|
|
30 years
|
|
711
|
|
October 2010
|
Crowley
|
|
20 years
|
|
6,195
|
|
November 2010
|
Grand Cane
|
|
30 years
|
|
160
|
|
December 2010
|
South Mansfield
|
|
30 years
|
|
180
|
|
July 2011
|
Opelousas
|
|
10 years
|
|
10,000
|
|
July 2011
|
Colfax
|
|
30 years
|
|
800
|
|
November 2011
|
Keachi
|
|
30 years
|
|
60
|
|
November 2011
|
Patterson
|
|
22 years
|
|
2,760
|
|
December 2011
|
Baldwin
|
|
22 years
|
|
945
|
|
•
|
the ability of electric utilities to recover stranded costs,
|
•
|
the role of electric utilities, independent power producers and competitive bidding in the purchase, construction and operation of new generating capacity,
|
•
|
the pricing of transmission service on an electric utility’s transmission system,
|
•
|
FERC’s assessment of market power and utilities’ ability to buy generation assets,
|
•
|
mandatory transmission reliability standards,
|
•
|
the authority of FERC to grant utilities the power of eminent domain,
|
•
|
increasing requirements for renewable energy sources,
|
•
|
demand response and energy efficiency standards,
|
•
|
comprehensive multi-emissions environmental regulation in the areas of air, water, and waste,
|
•
|
regulation of greenhouse gas emissions,
|
•
|
FERC’s increased ability to impose financial penalties,
|
•
|
the American Recovery and Reinvestment Act of 2009,
|
•
|
the Dodd-Frank Act, and
|
•
|
the SEC’s requirement of financial statements prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board by U.S. issuers for purposes of their filings with the SEC.
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
SUBSIDIARY (THOUSANDS)
|
ENVIRONMENTAL CAPITAL EXPENDITURES FOR 2011
|
|
|
PROJECTED
ENVIRONMENTAL
CAPITAL EXPENDITURES FOR 2012
|
|
||
Cleco Power
|
$
|
6,980
|
|
|
$
|
41,000
|
|
Evangeline
|
1,103
|
|
|
—
|
|
||
Total
|
$
|
8,083
|
|
|
$
|
41,000
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
ITEM 1A.
|
RISK FACTORS
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
NAME OF DIRECTOR
|
AGES AS OF DECEMBER 31, 2011
|
Sherian G. Cadoria
|
Age 71; Elected 1993
Brigadier General, U.S. Army (retired)
Retired President, Cadoria Speaker and Consultancy Service, Mansura, LA
Member of the Audit, Nominating/Governance and Qualified Legal Compliance Committees
|
J. Patrick Garrett
|
Age 68; Elected 1981
Retired President and Chief Executive Officer, Windsor Food Company, Ltd., Houston, TX
Chairman of the Board and chairman of the Executive, Nominating/Governance and Qualified Legal Compliance Committees
|
Elton R. King
|
Age 65; Elected 1999
Retired President of Network and Carrier Services Group, BellSouth Telecommunications, Inc., Atlanta, GA. Also retired President and Chief Executive Officer of Visual Networks, Inc.
Member of the Finance, Nominating/Governance and Qualified Legal Compliance Committees
|
Logan W. Kruger
|
Age 61; Elected 2008
Former President, Chief Executive Officer and Director of Century Aluminum Company, Monterey, CA
Member of the Audit and Compensation Committees
|
William L. Marks
|
Age 68; Elected 2001
Retired Chairman and Chief Executive Officer, Whitney Holding Corporation and Whitney National Bank, New Orleans, LA
Chairman of the Finance Committee and member of the Compensation and Executive Committees
|
Robert T. Ratcliff Sr.
|
Age 69; Elected 1993
Chairman and Chief Executive Officer, The Ratcliff Companies, Alexandria, LA
Member of the Audit and Finance Committees
|
Peter M. Scott III
|
Age 62; Elected 2009
Retired Executive Vice President and Chief Financial Officer, Progress Energy, Inc., Raleigh, NC. Also retired President and Chief Executive Officer of Progress Energy Service Company, LLC
Chairman of the Audit Committee and member of the Compensation and Executive Committees
|
Shelley Stewart Jr.
|
Age 58; Elected 2010
Senior Vice President, Operational Excellence & Chief Procurement Officer, Tyco International Limited, Princeton, NJ
Member of the Audit, Nominating/Governance and Qualified Legal Compliance Committees
|
William H. Walker Jr.
|
Age 66; Elected 1996
Retired Chairman, Howard Weil, Inc., New Orleans, LA
Chairman of the Compensation Committee and member of the Executive, Finance, Nominating/Governance and Qualified Legal Compliance Committees
|
Bruce A. Williamson
|
Age 52; Elected 2011
President and Chief Executive Officer, Cleco Corporation, Pineville, LA since July 2011; Chairman, President and Chief Executive Officer, Dynegy, Inc. from 2004 to 2011
Member of the Executive Committee
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
NAME OF EXECUTIVE
|
POSITION AND FIVE-YEAR EMPLOYMENT HISTORY
|
Bruce A. Williamson
Cleco Corporation
Cleco Power
|
President and Chief Executive Officer since July 2011; Chairman, President and Chief Executive Officer, Dynegy, Inc. from 2004 to 2011.
Chief Executive Officer since July 2011.
(Age 52; less than one year of service)
|
George W. Bausewine
Cleco Corporation
Cleco Power
|
Senior Vice President - Corporate Services from May 2005 to August 2010.
President and Chief Operating Officer since August 2010; Senior Vice President - Corporate Services from May 2005 to August 2010.
(Age 56; 26 years of service)
|
Darren J. Olagues
Cleco Corporation
Cleco Power
Midstream
|
Senior Vice President, Chief Financial Officer and Treasurer since November 2011; Senior Vice President and Chief Financial Officer from May 2009 to November 2011.
Senior Vice President from July 2007 to May 2009; Vice President, Power - Asset Management and Development, Exelon Corporation from November 2006 to July 2007; Director - Corporate Development, Exelon Corporation from March 2005 to November 2006.
(Age 41; 4 years of service)
|
R. Russell Davis
Cleco Corporation
Cleco Power
|
Senior Vice President - External Relations and Information Technology since November 2011; Vice President - Investor Relations and Chief Accounting Officer from May 2009 to November 2011; Vice President, Chief Accounting Officer & Interim CFO from June 2008 to May 2009; Vice President and Chief Accounting Officer from May 2005 to June 2008.
(Age 55; 12 years of service)
|
Jeffrey W. Hall
Cleco Corporation
Cleco Power
|
Senior Vice President - Governmental Affairs and Chief Diversity Officer since July 2006; Vice President - Governmental and Community Affairs from July 2005 to July 2006.
Senior Vice President - Governmental Affairs and Chief Diversity Officer since July 2006; Vice President - Governmental and Community Affairs from October 2004 to July 2006.
(Age 60; 30 years of service)
|
Wade A. Hoefling
Cleco Corporation
Cleco Power
|
Senior Vice President, General Counsel & Director - Regulatory Compliance since April 2008; Senior Vice President, General Counsel, Director - Regulatory Compliance and Assistant Corporate Secretary from January 2007 to April 2008; General Counsel, Northeast Utilities Enterprises, Inc. from July 2004 to January 2007.
(Age 56; 5 years of service)
|
Judy P. Miller
Cleco Corporation
Cleco Power
|
Senior Vice President - Corporate Services and Internal Audit since November 2011; Corporate Secretary from January 2004 to November 2011.
(Age 54; 27 years of service)
|
Keith D. Crump
Cleco Corporation
Cleco Power
|
Treasurer from May 2005 to March 2007.
Group Vice President since March 2010; Vice President - Regulatory, Retail Operations and Resource Planning from March 2007 to March 2010.
(Age 50; 22 years of service)
|
William G. Fontenot
Cleco Power
|
Group Vice President since March 2010; Vice President - Regulated Generation Development from July 2005 to March 2010.
(Age 48; 26 years of service)
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
NAME OF EXECUTIVE
|
POSITION AND FIVE-YEAR EMPLOYMENT HISTORY
|
Anthony L. Bunting
Cleco Power
|
Vice President - Customer Services and Energy Delivery since October 2004.
(Age 52; 20 years of service)
|
Stephen M. Carter
Cleco Power
|
Vice President - Regulated Generation since April 2003.
(Age 52; 23 years of service) |
Robert R. LaBorde, Jr.
Cleco Corporation
Cleco Power
|
Vice President - Strategic Planning, Development and Environmental Policy since November 2011; General Manager - Environmental Services from August 2006 to November 2011; General Manager - Project Development from May 2004 to August 2006.
(Age 44; 20 years of service)
|
Terry L. Taylor
Cleco Corporation
Cleco Power
|
Controller and Chief Accounting Officer since November 2011; Assistant Controller from August 2006 to November 2011; Director of Accounting Services and Affiliate Compliance from January 2004 to August 2006.
(Age 56; 11 years of service)
|
Julia E. Callis
Cleco Corporation
Cleco Power
|
Associate General Counsel and Corporate Secretary since November 2011; Senior Attorney from August 2007 to November 2011; Partner, Thompson & Knight LLP from 2004 to 2007.
(Age 43; 4 years of service)
|
W. Keith Johnson Jr.
Midstream
|
Acting Vice President since May 2009; General Manager - Midstream Commercial Operations from October 2007 to May 2009; Director - Business Development from October 2002 to October 2007.
(Age 50; 17 years of service)
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
ITEM 5.
|
MARKET FOR REGISTRANTS’ COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND CLECO CORPORATION’S PURCHASES OF EQUITY SECURITIES
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
(THOUSANDS, EXCEPT PER SHARE AND PERCENTAGES)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|||||
Operating revenue, net (excluding intercompany revenue)
|
|
|
|
|
|
|
|
|
|
||||||||||
Cleco Power
|
$
|
1,096,093
|
|
|
$
|
1,119,084
|
|
|
$
|
842,227
|
|
|
$
|
1,069,674
|
|
|
$
|
1,023,411
|
|
Midstream
|
19,013
|
|
|
27,030
|
|
|
8,749
|
|
|
7,921
|
|
|
5,066
|
|
|||||
Other
|
2,207
|
|
|
2,552
|
|
|
2,782
|
|
|
2,603
|
|
|
2,139
|
|
|||||
Total
|
$
|
1,117,313
|
|
|
$
|
1,148,666
|
|
|
$
|
853,758
|
|
|
$
|
1,080,198
|
|
|
$
|
1,030,616
|
|
Income from continuing operations before income taxes
|
$
|
298,745
|
|
|
$
|
397,889
|
|
|
$
|
115,886
|
|
|
$
|
120,598
|
|
|
$
|
222,561
|
|
Net income applicable to common stock
|
$
|
195,710
|
|
|
$
|
255,345
|
|
|
$
|
106,261
|
|
|
$
|
102,095
|
|
|
$
|
151,331
|
|
Basic earnings per share applicable to common stock
|
$
|
3.24
|
|
|
$
|
4.23
|
|
|
$
|
1.77
|
|
|
$
|
1.70
|
|
|
$
|
2.55
|
|
Diluted earnings per share applicable to common stock
|
$
|
3.22
|
|
|
$
|
4.20
|
|
|
$
|
1.76
|
|
|
$
|
1.70
|
|
|
$
|
2.54
|
|
Capitalization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Common shareholders’ equity
|
51.50
|
%
|
|
48.46
|
%
|
|
45.77
|
%
|
|
48.89
|
%
|
|
56.74
|
%
|
|||||
Preferred stock
|
—
|
|
|
0.04
|
%
|
|
0.04
|
%
|
|
0.05
|
%
|
|
0.06
|
%
|
|||||
Long-term debt
|
48.50
|
%
|
|
51.50
|
%
|
|
54.19
|
%
|
|
51.06
|
%
|
|
43.20
|
%
|
|||||
Common shareholders’ equity
|
$
|
1,419,857
|
|
|
$
|
1,317,178
|
|
|
$
|
1,115,043
|
|
|
$
|
1,059,836
|
|
|
$
|
1,010,340
|
|
Preferred stock
|
$
|
—
|
|
|
$
|
1,029
|
|
|
$
|
1,029
|
|
|
$
|
1,029
|
|
|
$
|
1,029
|
|
Long-term debt, net
|
$
|
1,337,056
|
|
|
$
|
1,399,709
|
|
|
$
|
1,320,299
|
|
|
$
|
1,106,819
|
|
|
$
|
769,103
|
|
Total assets
|
$
|
4,050,202
|
|
|
$
|
4,161,410
|
|
|
$
|
3,694,847
|
|
|
$
|
3,341,204
|
|
|
$
|
2,706,623
|
|
Cash dividends declared per common share
|
$
|
1.1225
|
|
|
$
|
0.975
|
|
|
$
|
0.900
|
|
|
$
|
0.900
|
|
|
$
|
0.900
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Cleco Power, a regulated electric utility company, which owns 9 generating units with a total nameplate capacity of
2,524
MW and serves approximately 281,000 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).
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
•
|
imposition of federal and/or state renewable portfolio standards,
|
•
|
imposition of energy efficiency mandates,
|
•
|
legislative and regulatory changes,
|
•
|
increases in environmental regulations and compliance costs,
|
•
|
cost of power impacted by the price movement of natural gas, the addition of solid-fuel plants which could increase or decrease costs depending on environmental regulations and commodity costs, and the addition of new generation capacity,
|
•
|
increase in capital and operations and maintenance costs due to higher construction and labor costs,
|
•
|
changes in electric rates compared to customers’ ability to pay,
|
•
|
access to transmission systems,
|
•
|
need for additional transmission capacity for reliability purposes,
|
•
|
changes in the credit markets and global economy, and
|
•
|
implementation of automated metering initiatives or advanced metering technologies.
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
•
|
higher interest charges,
|
•
|
higher other operations and maintenance expenses,
|
•
|
lower allowance for other funds used during construction, and
|
•
|
higher depreciation expense.
|
•
|
higher base revenue,
|
•
|
higher other operations revenue,
|
•
|
lower non-recoverable fuel and power purchased,
|
•
|
lower electric customer credits, and
|
•
|
lower effective income tax rate.
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
||||||
|
|
|
|
|
|
|
FAVORABLE/
|
|
(MILLION kWh)
|
2011
|
|
|
2010
|
|
|
(UNFAVORABLE)
|
|
Electric sales
|
|
|
|
|
|
|||
Residential
|
3,877
|
|
|
3,978
|
|
|
(2.5
|
)%
|
Commercial
|
2,650
|
|
|
2,605
|
|
|
1.7
|
%
|
Industrial
|
2,366
|
|
|
2,271
|
|
|
4.2
|
%
|
Other retail
|
134
|
|
|
138
|
|
|
(2.9
|
)%
|
Total retail
|
9,027
|
|
|
8,992
|
|
|
0.4
|
%
|
Sales for resale
|
1,888
|
|
|
1,983
|
|
|
(4.8
|
)%
|
Unbilled
|
(139
|
)
|
|
46
|
|
|
(402.2
|
)%
|
Total retail and wholesale customer sales
|
10,776
|
|
|
11,021
|
|
|
(2.2
|
)%
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
||||||||
|
|
|
|
|
|
|
FAVORABLE/
|
|
||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
|
(UNFAVORABLE)
|
|
||
Electric sales
|
|
|
|
|
|
|||||
Residential
|
$
|
294,076
|
|
|
$
|
271,781
|
|
|
8.2
|
%
|
Commercial
|
179,786
|
|
|
160,039
|
|
|
12.3
|
%
|
||
Industrial
|
85,965
|
|
|
78,158
|
|
|
10.0
|
%
|
||
Other retail
|
9,815
|
|
|
9,186
|
|
|
6.8
|
%
|
||
Surcharge
|
10,695
|
|
|
8,888
|
|
|
20.3
|
%
|
||
Other
|
(6,426
|
)
|
|
(6,005
|
)
|
|
(7.0
|
)%
|
||
Total retail
|
573,911
|
|
|
522,047
|
|
|
9.9
|
%
|
||
Sales for resale
|
45,633
|
|
|
47,954
|
|
|
(4.8
|
)%
|
||
Unbilled
|
(14,520
|
)
|
|
22,675
|
|
|
(164.0
|
)%
|
||
Total retail and wholesale customer sales
|
$
|
605,024
|
|
|
$
|
592,676
|
|
|
2.1
|
%
|
|
|
|
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
||||||||
|
|
|
|
|
|
|
|
2011 CHANGE
|
|
|||||
|
2011
|
|
|
2010
|
|
|
NORMAL
|
|
|
PRIOR YEAR
|
|
|
NORMAL
|
|
Cooling degree-days
|
3,255
|
|
|
3,150
|
|
|
2,689
|
|
|
3.3
|
%
|
|
21.0
|
%
|
Heating degree-days
|
1,510
|
|
|
1,967
|
|
|
1,620
|
|
|
(23.2
|
)%
|
|
(6.8
|
)%
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
•
|
15% in the first quarter,
|
•
|
22% in the second quarter,
|
•
|
48% in the third quarter, and
|
•
|
15% in the fourth quarter.
|
•
|
5% in the first quarter,
|
•
|
32% in the second quarter,
|
•
|
49% in the third quarter, and
|
•
|
14% in the fourth quarter.
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
•
|
higher base revenue,
|
•
|
lower non-recoverable fuel and power purchased, and
|
•
|
higher other operations revenue.
|
•
|
lower allowance for other funds used during construction,
|
•
|
higher other operations and maintenance expenses,
|
•
|
higher interest charges,
|
•
|
higher electric customer credits,
|
•
|
higher taxes other than income taxes,
|
•
|
higher other expense,
|
•
|
lower interest income, and
|
•
|
higher effective income tax rate.
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
||||||
|
|
|
|
|
|
|
FAVORABLE/
|
|
(MILLION kWh)
|
2010
|
|
|
2009
|
|
|
(UNFAVORABLE)
|
|
Electric sales
|
|
|
|
|
|
|||
Residential
|
3,978
|
|
|
3,637
|
|
|
9.4
|
%
|
Commercial
|
2,605
|
|
|
2,484
|
|
|
4.9
|
%
|
Industrial
|
2,271
|
|
|
2,232
|
|
|
1.7
|
%
|
Other retail
|
138
|
|
|
136
|
|
|
1.5
|
%
|
Total retail
|
8,992
|
|
|
8,489
|
|
|
5.9
|
%
|
Sales for resale
|
1,983
|
|
|
1,390
|
|
|
42.7
|
%
|
Unbilled
|
46
|
|
|
60
|
|
|
(23.3
|
)%
|
Total retail and wholesale customer sales
|
11,021
|
|
|
9,939
|
|
|
10.9
|
%
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
||||||||
|
|
|
|
|
|
|
FAVORABLE/
|
|
||
(THOUSANDS)
|
2010
|
|
|
2009
|
|
|
(UNFAVORABLE)
|
|
||
Electric sales
|
|
|
|
|
|
|||||
Residential
|
$
|
271,781
|
|
|
$
|
157,672
|
|
|
72.4
|
%
|
Commercial
|
160,039
|
|
|
95,453
|
|
|
67.7
|
%
|
||
Industrial
|
78,158
|
|
|
50,957
|
|
|
53.4
|
%
|
||
Other retail
|
9,186
|
|
|
5,715
|
|
|
60.7
|
%
|
||
Storm surcharge
|
8,888
|
|
|
19,661
|
|
|
(54.8
|
)%
|
||
Other
|
(6,005
|
)
|
|
—
|
|
|
—
|
|
||
Total retail
|
522,047
|
|
|
329,458
|
|
|
58.5
|
%
|
||
Sales for resale
|
47,954
|
|
|
23,371
|
|
|
105.2
|
%
|
||
Unbilled
|
22,675
|
|
|
2,262
|
|
|
902.4
|
%
|
||
Total retail and wholesale customer sales
|
$
|
592,676
|
|
|
$
|
355,091
|
|
|
66.9
|
%
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
2010 CHANGE
|
|
|||
|
2010
|
|
|
2009
|
|
|
NORMAL
|
|
|
PRIOR YEAR
|
|
|
NORMAL
|
|
Cooling degree-days
|
3,150
|
|
|
2,977
|
|
|
2,662
|
|
|
5.8
|
%
|
|
18.3
|
%
|
Heating degree-days
|
1,967
|
|
|
1,447
|
|
|
1,645
|
|
|
35.9
|
%
|
|
19.6
|
%
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
•
|
Cleco accounts for pension and other postretirement benefits under applicable GAAP. To determine assets, liabilities, income, and expense relating to pension and other postretirement benefits, management must make assumptions about future trends. Assumptions and estimates include, but are not limited to, discount rate, expected return on plan assets, future rate of compensation increases, and medical inflation trend rates. These assumptions are reviewed and updated on an annual basis. Changes in the rates from year to year and newly enacted laws could have a material effect on Cleco’s financial condition and results of operations by changing the recorded assets, liabilities, income, expense, or required funding of the pension plan obligation. One component of pension expense is the expected return on plan assets. It is an assumed percentage return on the market-related value of plan assets. The market-related value of plan assets differs from the fair value of plan assets by the amount of deferred asset gains or losses. Actual asset returns that differ from the expected return on plan assets are deferred and recognized in the market-related value of assets on a straight-line basis over a five-year period. The 2011 return on plan assets was
8.7%
compared to an expected long-term return of
7.8%
. For 2010, the return on plan assets was
13.6%
compared to an expected long-term return of
7.8%
. For the calculation of the 2012 periodic expense, Cleco is lowering the expected long-term return on plan assets to
6.61%
. This decrease was caused by a shift in investment policies from equity investments to fixed income investments. The decrease is expected to increase expense by
$3.7 million
.
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
•
|
Income tax expense and related balance sheet amounts are comprised of a “current” portion and a “deferred” portion. The current portion represents Cleco’s estimate of the income taxes payable or receivable for the current year. The deferred portion represents Cleco’s estimate of the future income tax effects of events that have been recognized in the financial statements or income tax returns in the current or prior years. Cleco makes assumptions and estimates when it records income taxes, such as its ability to deduct items on its tax returns, the timing of the deduction, and the effect of regulation by the LPSC on income taxes. Cleco’s income tax expense and related assets and liabilities could be affected by changes in its assumptions and estimates and by ultimate resolution of assumptions and estimates with taxing authorities. The actual results may differ from the estimated results based on these assumptions and may have a material effect on Cleco’s results of operations. For more information about Cleco Corporation’s income taxes, see Item 8, “Financial Statements and Supplementary Data — Notes to the Financial Statements — Note 9 — Income Taxes.”
|
•
|
Cleco Corporation consolidates entities as required by GAAP. Generally, a parent consolidates entities in which it controls, either directly or indirectly, the majority of the voting interest. Additionally, a parent could be required to consolidate an entity in which it does not control a majority voting interest if the subsidiary is a variable interest entity and meets certain criteria making the parent the primary beneficiary of an entity. An entity is a variable interest entity if it lacks the ability to finance its activities without support from other parties; if its owners lack controlling financial interest in the entity; or if the entity either conducts substantially all of its activities with or on behalf of an investor or if voting rights are disproportional to risks and rewards. While consolidation or the equity method of accounting will not affect net income applicable to common shareholders, it may affect specific line items within
|
◦
|
all entities’ results of operations before taxes as one line item on the consolidated statements of income entitled equity income (loss) from investees,
|
◦
|
all entities’ assets and liabilities on the consolidated balance sheets as one line item entitled equity investment in investees, and
|
◦
|
all entities’ cash flows in the consolidated statement of cash flows as return on equity investment in investee, return of equity investment in investee and equity investment in investee.
|
•
|
Part of the compensation employees and directors receive is in the form of equity instruments. The instruments may take the form of restricted stock, stock options, stock equivalent units, or other types of equity instruments as described in the compensatory plans. Cleco recognizes equity compensation at the grant date fair value for instruments settled in equity and reporting date fair value for equity compensation settled in cash. Estimates used in the calculation require management judgments and could cause volatility in earnings. For more information on stock-based compensation, see Item 8, “Financial Statements and Supplemental Data — Notes to the Financial Statements — Note 7 — Common and Preferred Stock — Common Stock — Stock-Based Compensation.”
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
•
|
The LPSC determines the ability of Cleco Power to recover prudent costs incurred in developing long-lived assets. If the LPSC were to rule that the cost of current or future long-lived assets was imprudent and not recoverable, Cleco Power could be required to write down the imprudent cost and incur a corresponding impairment loss. At
December 31, 2011
, the carrying value of Cleco Power’s long-lived assets was
$2.56 billion
. Currently, Cleco Power has concluded that none of its long-lived assets are impaired.
|
•
|
Cleco Power has concluded it is probable that regulatory assets can be recovered from ratepayers in future rates. At
December 31, 2011
, Cleco Power had
$458.7 million
in regulatory assets, net of regulatory liabilities. Actions by the LPSC could limit the recovery of these regulatory assets, causing Cleco Power to record a loss on some or all of the regulatory assets. For more information on the LPSC and regulatory assets, see Item 8, “Financial Statements and Supplementary Data — Notes to the Financial Statements — Note 2 — Summary of Significant Accounting Policies — Regulation,” Note 3 — “Regulatory Assets and Liabilities,” and “— Financial Condition — Regulatory and Other Matters — Lignite Deferral.”
|
•
|
The LPSC determines the amount and type of fuel and purchased power costs that Cleco Power can charge customers through the fuel adjustment clause. Changes in the determination of allowable costs already incurred by Cleco Power could cause material changes in fuel revenue. For the years ended
December 31, 2011
,
2010
, and
2009
, Cleco Power reported fuel revenue of
$446.9 million
,
$493.4 million
, and
$453.6 million
, respectively.
|
•
|
Certain triggering events could cause Midstream to determine that its long-lived assets may be impaired according to applicable accounting guidance. Triggering events which apply to long-lived assets include, but are not limited to, a significant decrease in the market value of long-lived assets, a significant change in legal factors, such as adverse changes in environmental laws, or a current operating or cash flow loss combined with a projection of continued losses in the future. Any impairment calculated is subject to many assumptions and estimations. Management must make assumptions about expected future cash flows, long-term interest rates, estimates about the probability of the occurrence of future events, and estimates of market value of assets without a readily observable market price. Differences between the estimate made at a particular balance sheet date and actual events could cause material adjustments to an impairment charge. In February 2010, a triggering event occurred at Evangeline when the long-term Evangeline Tolling Agreement was terminated. An impairment charge was not recorded since the undiscounted expected future net cash flows exceeded the carrying value of Evangeline’s property, plant, and equipment. Due to the lack of a long-term agreement, the expected future net cash flows of Evangeline are subject to an increased potential for variability as compared to prior years. Consequently, future impairment tests could occur more frequently and might result in an impairment charge. At
December 31, 2011
, Midstream had $183.1 million in long-lived assets. For more information on the Evangeline transactions, see Item 8, “Financial Statements and Supplementary Data — Notes to the Financial Statements — Note 17 — Evangeline Transactions.”
|
•
|
At
December 31, 2011
, Midstream had
$29.4 million
in indemnification liabilities related to the Acadia Unit 1 and Acadia Unit 2 transactions. The indemnification liabilities contain management’s assumptions and estimates concerning the amount, timing, and probability of potential payments. If those assumptions and estimates do not reflect actual results, then certain triggering events could cause Midstream to make payments in excess of the liability, which could result in additional expenses. For more information regarding these transactions, see Item 8, “Financial Statements and Supplementary Data — Notes to the Financial Statements — Note 14 — Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees — Disclosures about Guarantees."
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
SENIOR UNSECURED DEBT
|
||
|
MOODY’S
|
|
STANDARD & POOR’S
|
Cleco Corporation
|
Baa3
|
|
BBB-
|
Cleco Power
|
Baa2
|
|
BBB
|
|
AT DECEMBER 31,
|
|
|||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
||
Diversified Lands’ mitigation escrow
|
$
|
97
|
|
|
$
|
97
|
|
Cleco Katrina/Rita’s storm recovery bonds
|
8,761
|
|
|
8,822
|
|
||
Cleco Power’s future storm restoration costs
|
24,876
|
|
|
25,992
|
|
||
Cleco Power’s renewable energy grant
|
381
|
|
|
—
|
|
||
Cleco Power’s GO Zone bonds
|
—
|
|
|
6,137
|
|
||
Cleco Power’s NO
x
allowance escrow
|
1,713
|
|
|
—
|
|
||
Total restricted cash
|
$
|
35,828
|
|
|
$
|
41,048
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
•
|
$150.0 million repayment of a bank term loan in April 2011,
|
•
|
$34.2 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
|
•
|
$10.5 million reduction in the deferred construction carrying costs owed to customers in the next 12 months.
|
•
|
$97.6 million decrease in cash and cash equivalents as discussed above,
|
•
|
$40.9 million reduction of fuel inventories,
|
•
|
$22.7 million decrease in accumulated deferred fuel and unbilled revenue,
|
•
|
$12.0 million increase in long-term debt due within one year,
|
•
|
$10.5 million decrease in other accounts receivable, primarily due to the return of the amounts drawn on Shaw’s letter of credit as a result of the arbitration settlement, and
|
•
|
$6.2 million net reduction of current restricted cash used for GO Zone projects and Cleco Katrina/Rita debt service payments.
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
•
|
$117.5 million decrease in cash and cash equivalents as discussed above,
|
•
|
$40.9 million reduction of fuel inventories,
|
•
|
$22.7 million decrease in accumulated deferred fuel and unbilled revenue,
|
•
|
$22.4 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,
|
•
|
$12.4 million decrease in other accounts receivable, primarily due to the return of the amounts drawn on Shaw’s letter of credit as a result of the arbitration settlement,
|
•
|
$12.0 million increase in long-term debt due within one year, and
|
•
|
$6.2 million net reduction of current restricted cash used for GO Zone projects and Cleco Katrina/Rita debt service payments.
|
•
|
$10.5 million reduction in the deferred construction carrying costs owed to customers in the next 12 months.
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
•
|
return on equity investment in Acadia of $58.7 million,
|
•
|
absence of 2010 Madison Unit 3 construction carrying costs, Acadia Unit 1 acquisition costs, rate case costs, and IRP/FRP costs of $47.2 million,
|
•
|
higher collection of receivables of $37.2 million,
|
•
|
fuel oil inventory sales of $31.5 million,
|
•
|
lower income taxes paid of $28.9 million,
|
•
|
lower petroleum coke inventory purchases of $23.3 million due to the build-up of inventory in 2010,
|
•
|
lower natural gas purchases of $3.9 million due to the build-up of inventory in 2010, and
|
•
|
lower postretirement plan carrying costs of $2.4 million.
|
•
|
higher pension plan contributions of $55.0 million,
|
•
|
absence of the 2010 collection of a $28.0 million long-term receivable related to the Evangeline Restructuring Agreement,
|
•
|
higher coal inventory purchases of $16.7 million,
|
•
|
absence of the 2010 cash portion of the gain related to the Evangeline Restructuring Agreement of $18.5 million, and
|
•
|
higher vendor payments of $9.3 million.
|
•
|
higher net income of $149.1 million, largely due to the base rate increases that became effective on February 12, 2010, and favorable weather,
|
•
|
the collection of a $28.0 million long-term receivable related to the Evangeline Restructuring Agreement,
|
•
|
lower fuel inventory purchases of $19.2 million, primarily due to the 2009 purchase of initial fuel inventory for Madison Unit 3,
|
•
|
lower pension plan payments of $14.1 million, and
|
•
|
lower retainage payments of $13.0 million, primarily due to the completion of Madison Unit 3.
|
•
|
the 2010 $74.0 million refund to customers of Madison Unit 3 carrying costs, compared to the 2009 $57.6 million collection from customers, for a net decrease of $131.6 million, and
|
•
|
lower receipts on customer accounts of $24.5 million.
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
•
|
absence of 2010 Madison 3 construction carrying costs, Acadia Unit 1 acquisition costs, rate case costs, and IRP/FRP costs of $47.2 million,
|
•
|
higher collection of receivables of $37.2 million,
|
•
|
fuel oil inventory sales of $31.5 million,
|
•
|
lower petroleum coke inventory purchases of $23.3 million due to the build-up of inventory in 2010,
|
•
|
lower payments to affiliates of $19.2 million,
|
•
|
lower natural gas purchases of $3.9 million due to the build-up of inventory in 2010, and
|
•
|
lower postretirement plan carrying costs of $2.4 million.
|
•
|
higher pension plan contributions of $55.0 million,
|
•
|
higher coal inventory purchases of $16.7 million, and
|
•
|
higher vendor payments of $11.0 million.
|
•
|
higher revenues, primarily due to the base rate increases that became effective on February 12, 2010 and favorable weather, partially offset by higher fuel, operating, and maintenance costs and lower capitalized interest, for a net increase of $181.4 million,
|
•
|
lower fuel inventory purchases of $19.5 million,
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
•
|
lower pension plan payments of $14.1 million, and
|
•
|
lower retainage payments of $13.0 million.
|
•
|
the 2010 $74.0 million refund to customers of Madison Unit 3 carrying costs, compared to the 2009 $57.6 million collection from customers, for a net decrease of $131.6 million,
|
•
|
higher payments to vendors and affiliates of $45.8 million, and
|
•
|
lower receipts on customer accounts of $25.9 million.
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
Cleco Power
|
|
|
|
|
|
|
|
||||||
PROJECT (THOUSANDS)
|
2012
|
|
|
%
|
|
|
2012-2016
|
|
|
%
|
|
||
Acadia Pipeline
|
$
|
9,000
|
|
|
4
|
%
|
|
$
|
9,000
|
|
|
1
|
%
|
CSAPR
|
11,000
|
|
|
5
|
%
|
|
11,000
|
|
|
2
|
%
|
||
Acadiana Load Pocket
|
27,000
|
|
|
12
|
%
|
|
27,000
|
|
|
4
|
%
|
||
AMI
|
36,000
|
|
|
16
|
%
|
|
47,000
|
|
|
7
|
%
|
||
MATS
|
21,000
|
|
|
9
|
%
|
|
105,000
|
|
|
15
|
%
|
||
New business
|
25,000
|
|
|
11
|
%
|
|
134,000
|
|
|
19
|
%
|
||
General
(1)
|
98,000
|
|
|
43
|
%
|
|
371,000
|
|
|
52
|
%
|
||
Total capital expenditures
|
$
|
227,000
|
|
|
100
|
%
|
|
$
|
704,000
|
|
|
100
|
%
|
Debt payments
|
24,000
|
|
|
|
|
|
211,000
|
|
|
|
|
||
Total capital expenditures and debt payments
|
$
|
251,000
|
|
|
|
|
|
$
|
915,000
|
|
|
|
|
(1)
Refers to the rehabilitation of older transmission, distribution, and generation assets at Cleco Power.
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
|
|
|
|
|
|
|
|
|
PAYMENTS DUE BY PERIOD
|
|
||||||||
CONTRACTUAL OBLIGATIONS (THOUSANDS)
|
TOTAL
|
|
|
LESS THAN
ONE YEAR
|
|
|
1-3
YEARS
|
|
|
3-5
YEARS
|
|
|
MORE THAN
5 YEARS
|
|
|||||
Cleco Corporation
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt obligations
(1)
|
$
|
13,261
|
|
|
$
|
900
|
|
|
$
|
1,250
|
|
|
$
|
11,111
|
|
|
$
|
—
|
|
Operating lease obligations
(3)
|
33
|
|
|
24
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations
(4)
|
11,884
|
|
|
7,833
|
|
|
2,538
|
|
|
1,038
|
|
|
475
|
|
|||||
Other long-term liabilities
(5)
|
13,852
|
|
|
2,212
|
|
|
2,609
|
|
|
3,852
|
|
|
5,179
|
|
|||||
Pension obligations
(6)
|
199,006
|
|
|
5,148
|
|
|
27,803
|
|
|
29,793
|
|
|
136,262
|
|
|||||
Total Cleco Corporation
|
$
|
238,036
|
|
|
$
|
16,117
|
|
|
$
|
34,209
|
|
|
$
|
45,794
|
|
|
$
|
141,916
|
|
Cleco Power
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term debt obligations
(1)
|
$
|
2,905,820
|
|
|
$
|
110,177
|
|
|
$
|
254,468
|
|
|
$
|
225,340
|
|
|
$
|
2,315,835
|
|
Capital lease obligations
(2)
|
32,808
|
|
|
4,681
|
|
|
9,337
|
|
|
9,349
|
|
|
9,441
|
|
|||||
Operating lease obligations
(3)
|
53,061
|
|
|
12,412
|
|
|
16,588
|
|
|
7,225
|
|
|
16,836
|
|
|||||
Purchase obligations
(4)
|
614,279
|
|
|
207,903
|
|
|
237,447
|
|
|
153,436
|
|
|
15,493
|
|
|||||
Other long-term liabilities
(5)
|
148,811
|
|
|
14,039
|
|
|
29,290
|
|
|
30,482
|
|
|
75,000
|
|
|||||
Total Cleco Power
|
$
|
3,754,779
|
|
|
$
|
349,212
|
|
|
$
|
547,130
|
|
|
$
|
425,832
|
|
|
$
|
2,432,605
|
|
Midstream
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchase obligations
(4)
|
$
|
4,205
|
|
|
$
|
605
|
|
|
$
|
1,200
|
|
|
$
|
1,200
|
|
|
$
|
1,200
|
|
Other long-term liabilities
(5)
|
18
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Midstream
|
$
|
4,223
|
|
|
$
|
623
|
|
|
$
|
1,200
|
|
|
$
|
1,200
|
|
|
$
|
1,200
|
|
Total long-term debt obligations
(1)
|
$
|
2,919,081
|
|
|
$
|
111,077
|
|
|
$
|
255,718
|
|
|
$
|
236,451
|
|
|
$
|
2,315,835
|
|
Total capital lease obligations
(2)
|
$
|
32,808
|
|
|
$
|
4,681
|
|
|
$
|
9,337
|
|
|
$
|
9,349
|
|
|
$
|
9,441
|
|
Total operating lease obligations
(3)
|
$
|
53,094
|
|
|
$
|
12,436
|
|
|
$
|
16,597
|
|
|
$
|
7,225
|
|
|
$
|
16,836
|
|
Total purchase obligations
(4)
|
$
|
630,368
|
|
|
$
|
216,341
|
|
|
$
|
241,185
|
|
|
$
|
155,674
|
|
|
$
|
17,168
|
|
Total other long-term liabilities
(5)
|
$
|
162,681
|
|
|
$
|
16,269
|
|
|
$
|
31,899
|
|
|
$
|
34,334
|
|
|
$
|
80,179
|
|
Total pension obligations
(6)
|
$
|
199,006
|
|
|
$
|
5,148
|
|
|
$
|
27,803
|
|
|
$
|
29,793
|
|
|
$
|
136,262
|
|
Total
|
$
|
3,997,038
|
|
|
$
|
365,952
|
|
|
$
|
582,539
|
|
|
$
|
472,826
|
|
|
$
|
2,575,721
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
UNCERTAIN TAX POSITIONS (THOUSANDS)
|
|
AT DECEMBER 31, 2011
|
|
|
|
Tax liability
|
|
56,235
|
|
|
|
Interest
|
|
13,843
|
|
|
|
Total*
|
|
$
|
70,078
|
|
|
Cleco
|
|
70,078
|
|
(1)
|
|
Cleco Power
|
|
69,885
|
|
(2)
|
|
Midstream
|
|
2,965
|
|
(3)
|
|
*Uncertain federal and state tax positions as of December 31, 2011, that will be settled at some future date with the IRS and Louisiana Department of Revenue.
(1)
Includes interest of $13,843
(2)
Includes interest of $17,327
(3)
Includes interest of $(712)
|
|
|
|
|
AT DECEMBER 31, 2011
|
|
||||||
(THOUSANDS)
|
FACE
AMOUNT
|
|
|
REDUCTIONS
|
|
|
NET
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
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
|
|
|
|
|
|
|
|
|
AT DECEMBER 31, 2011
|
|
||||||||
|
|
|
|
AMOUNT OF COMMITMENT EXPIRATION PER PERIOD
|
|
||||||||||||||
(THOUSANDS)
|
NET AMOUNT COMMITTED
|
|
|
LESS THAN
ONE YEAR
|
|
|
1-3 YEARS
|
|
|
3-5 YEARS
|
|
|
MORE THAN
5 YEARS
|
|
|||||
Off-balance sheet commitments
|
$
|
4,225
|
|
|
$
|
3,725
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500
|
|
On-balance sheet guarantees
|
33,363
|
|
|
—
|
|
|
29,357
|
|
|
—
|
|
|
4,006
|
|
|||||
Total
|
$
|
37,588
|
|
|
$
|
3,725
|
|
|
$
|
29,357
|
|
|
$
|
—
|
|
|
$
|
4,506
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
FOR THE YEAR ENDED DECEMBER 31, 2011
|
|
|
AT DECEMBER 31,
|
|
||||||||||||||
(THOUSANDS)
|
HIGH
|
|
|
LOW
|
|
|
AVERAGE
|
|
|
2011
|
|
|
2010
|
|
|||||
Fuel cost hedges
|
$
|
453.1
|
|
|
$
|
195.9
|
|
|
$
|
312.1
|
|
|
$
|
196.1
|
|
|
$
|
1,346.0
|
|
(THOUSANDS)
|
MATURITY
LESS THAN
ONE YEAR
|
|
|
MATURITY
1-3 YEARS
|
|
|
MATURITY
OVER THREE
YEARS
|
|
|
TOTAL FAIR VALUE
|
|
||||
Liabilities
|
$
|
6,656
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,656
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
|||||||||
(THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
Operating revenue
|
|
|
|
|
|
||||||
Electric operations
|
$
|
1,051,956
|
|
|
$
|
1,086,102
|
|
|
$
|
808,646
|
|
Tolling operations
|
19,004
|
|
|
26,067
|
|
|
—
|
|
|||
Other operations
|
52,962
|
|
|
44,529
|
|
|
33,651
|
|
|||
Affiliate revenue
|
202
|
|
|
1,564
|
|
|
11,461
|
|
|||
Gross operating revenue
|
1,124,124
|
|
|
1,158,262
|
|
|
853,758
|
|
|||
Electric customer credits
|
(6,811
|
)
|
|
(9,596
|
)
|
|
—
|
|
|||
Operating revenue, net
|
1,117,313
|
|
|
1,148,666
|
|
|
853,758
|
|
|||
Operating expenses
|
|
|
|
|
|
|
|
|
|||
Fuel used for electric generation
|
383,254
|
|
|
363,550
|
|
|
261,456
|
|
|||
Power purchased for utility customers
|
67,898
|
|
|
141,864
|
|
|
216,906
|
|
|||
Other operations
|
126,413
|
|
|
119,516
|
|
|
109,060
|
|
|||
Maintenance
|
82,076
|
|
|
81,228
|
|
|
51,300
|
|
|||
Depreciation
|
119,790
|
|
|
112,203
|
|
|
78,204
|
|
|||
Taxes other than income taxes
|
36,356
|
|
|
34,626
|
|
|
29,947
|
|
|||
Loss on sales of assets
|
491
|
|
|
338
|
|
|
76
|
|
|||
Total operating expenses
|
816,278
|
|
|
853,325
|
|
|
746,949
|
|
|||
Operating income
|
301,035
|
|
|
295,341
|
|
|
106,809
|
|
|||
Interest income
|
891
|
|
|
409
|
|
|
1,512
|
|
|||
Allowance for other funds used during construction
|
4,947
|
|
|
12,413
|
|
|
73,269
|
|
|||
Equity income (loss) from investees, before tax
|
62,050
|
|
|
38,849
|
|
|
(17,423
|
)
|
|||
Gain on toll settlement
|
—
|
|
|
148,402
|
|
|
—
|
|
|||
Other income
|
8,914
|
|
|
5,242
|
|
|
5,581
|
|
|||
Other expense
|
(8,434
|
)
|
|
(6,991
|
)
|
|
(2,807
|
)
|
|||
Interest charges
|
|
|
|
|
|
|
|
||||
Interest charges, including amortization of debt expense, premium, and discount, net
|
72,445
|
|
|
100,339
|
|
|
77,228
|
|
|||
Allowance for borrowed funds used during construction
|
(1,787
|
)
|
|
(4,563
|
)
|
|
(26,173
|
)
|
|||
Total interest charges
|
70,658
|
|
|
95,776
|
|
|
51,055
|
|
|||
Income before income taxes
|
298,745
|
|
|
397,889
|
|
|
115,886
|
|
|||
Federal and state income tax expense
|
102,897
|
|
|
142,498
|
|
|
9,579
|
|
|||
Net income
|
195,848
|
|
|
255,391
|
|
|
106,307
|
|
|||
Preferred dividends requirements
|
26
|
|
|
46
|
|
|
46
|
|
|||
Preferred stock redemption costs
|
112
|
|
|
—
|
|
|
—
|
|
|||
Net income applicable to common stock
|
$
|
195,710
|
|
|
$
|
255,345
|
|
|
$
|
106,261
|
|
|
|
|
|
|
|
||||||
Average number of basic common shares outstanding
|
60,488,740
|
|
|
60,431,142
|
|
|
60,187,894
|
|
|||
Average number of diluted common shares outstanding
|
60,833,564
|
|
|
60,754,589
|
|
|
60,498,205
|
|
|||
Basic earnings per share
|
|
|
|
|
|
|
|
||||
Net income applicable to common stock
|
$
|
3.24
|
|
|
$
|
4.23
|
|
|
$
|
1.77
|
|
Diluted earnings per share
|
|
|
|
|
|
|
|
||||
Net income applicable to common stock
|
$
|
3.22
|
|
|
$
|
4.20
|
|
|
$
|
1.76
|
|
Cash dividends paid per share of common stock
|
$
|
1.1225
|
|
|
$
|
0.975
|
|
|
$
|
0.900
|
|
The accompanying notes are an integral part of the consolidated financial statements.
|
|
|
|
|
|
|
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
AT DECEMBER 31,
|
|
|||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
93,576
|
|
|
$
|
191,128
|
|
Restricted cash
|
8,761
|
|
|
14,959
|
|
||
Customer accounts receivable (less allowance for doubtful accounts of $1,128 in 2011 and $1,046 in 2010)
|
37,813
|
|
|
38,820
|
|
||
Accounts receivable – affiliate
|
—
|
|
|
831
|
|
||
Other accounts receivable (less allowance for doubtful accounts of $8 in 2011 and $2,409 in 2010)
|
42,051
|
|
|
52,546
|
|
||
Taxes receivable
|
44,584
|
|
|
50,104
|
|
||
Unbilled revenue
|
30,129
|
|
|
44,649
|
|
||
Fuel inventory, at average cost
|
41,845
|
|
|
82,737
|
|
||
Material and supplies inventory, at average cost
|
53,714
|
|
|
48,265
|
|
||
Accumulated deferred federal and state income taxes, net
|
29,249
|
|
|
4,106
|
|
||
Accumulated deferred fuel
|
2,136
|
|
|
10,348
|
|
||
Cash surrender value of company-/trust-owned life insurance policies
|
51,073
|
|
|
49,789
|
|
||
Prepayments
|
5,384
|
|
|
6,399
|
|
||
Regulatory assets – other
|
13,028
|
|
|
13,508
|
|
||
Other current assets
|
3,442
|
|
|
661
|
|
||
Total current assets
|
456,785
|
|
|
608,850
|
|
||
Property, plant and equipment
|
|
|
|
|
|||
Property, plant, and equipment
|
4,023,655
|
|
|
3,810,896
|
|
||
Accumulated depreciation
|
(1,230,783
|
)
|
|
(1,162,456
|
)
|
||
Net property, plant, and equipment
|
2,792,872
|
|
|
2,648,440
|
|
||
Construction work in progress
|
101,027
|
|
|
135,785
|
|
||
Total property, plant and equipment, net
|
2,893,899
|
|
|
2,784,225
|
|
||
Equity investment in investees
|
14,540
|
|
|
86,732
|
|
||
Prepayments
|
4,770
|
|
|
5,274
|
|
||
Restricted cash, less current portion
|
27,067
|
|
|
26,089
|
|
||
Regulatory assets and liabilities – deferred taxes, net
|
214,421
|
|
|
203,696
|
|
||
Regulatory assets – other
|
269,444
|
|
|
266,431
|
|
||
Net investment in direct financing lease
|
13,633
|
|
|
13,817
|
|
||
Intangible asset
|
133,595
|
|
|
145,374
|
|
||
Other deferred charges
|
22,048
|
|
|
20,922
|
|
||
Total assets
|
$
|
4,050,202
|
|
|
$
|
4,161,410
|
|
The accompanying notes are an integral part of the consolidated financial statements.
|
|
|
|
|
(Continued on next page)
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
AT DECEMBER 31,
|
|
|||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
||
Liabilities and shareholders’ equity
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Short-term debt
|
$
|
—
|
|
|
$
|
150,000
|
|
Long-term debt due within one year
|
24,258
|
|
|
12,269
|
|
||
Accounts payable
|
125,721
|
|
|
123,042
|
|
||
Retainage
|
3,587
|
|
|
2,726
|
|
||
Accounts payable – affiliate
|
—
|
|
|
155
|
|
||
Customer deposits
|
43,091
|
|
|
38,934
|
|
||
Provision for rate refund
|
7,323
|
|
|
9,598
|
|
||
Interest accrued
|
22,642
|
|
|
34,462
|
|
||
Energy risk management liability
|
5,336
|
|
|
9,027
|
|
||
Interest rate risk management liability
|
3,330
|
|
|
—
|
|
||
Regulatory liabilities - other
|
33,019
|
|
|
43,562
|
|
||
Deferred compensation
|
8,302
|
|
|
7,751
|
|
||
Uncertain tax positions
|
27,239
|
|
|
31,853
|
|
||
Other current liabilities
|
17,154
|
|
|
14,302
|
|
||
Total current liabilities
|
321,002
|
|
|
477,681
|
|
||
Deferred credits
|
|
|
|
|
|||
Accumulated deferred federal and state income taxes, net
|
649,926
|
|
|
553,211
|
|
||
Accumulated deferred investment tax credits
|
7,432
|
|
|
8,669
|
|
||
Postretirement benefit obligations
|
133,274
|
|
|
166,387
|
|
||
Regulatory liabilities – other
|
7,303
|
|
|
44,313
|
|
||
Restricted storm reserve
|
24,880
|
|
|
25,993
|
|
||
Uncertain tax positions
|
23,494
|
|
|
60,395
|
|
||
Tax credit fund investment, net
|
61,507
|
|
|
44,514
|
|
||
Contingent sale obligations
|
29,357
|
|
|
4,714
|
|
||
Other deferred credits
|
35,114
|
|
|
57,617
|
|
||
Total deferred credits
|
972,287
|
|
|
965,813
|
|
||
Long-term debt, net
|
1,337,056
|
|
|
1,399,709
|
|
||
Total liabilities
|
2,630,345
|
|
|
2,843,203
|
|
||
Commitments and Contingencies (Note 14)
|
|
|
|
|
|||
Shareholders’ equity
|
|
|
|
|
|||
Preferred stock
|
|
|
|
|
|||
Not subject to mandatory redemption, $100 par value, authorized 1,491,900 shares, issued zero and 10,288 shares at December 31, 2011, and 2010, respectively
|
—
|
|
|
1,029
|
|
||
Common shareholders’ equity
|
|
|
|
|
|||
Common stock, $1 par value, authorized 100,000,000 shares, issued 60,702,342 and 60,539,624 shares and outstanding 60,291,939 and 60,526,126 shares at December 31, 2011, and 2010, respectively
|
60,702
|
|
|
60,540
|
|
||
Premium on common stock
|
409,904
|
|
|
405,313
|
|
||
Retained earnings
|
990,605
|
|
|
863,237
|
|
||
Treasury stock, at cost, 410,403 and 13,498 shares at December 31, 2011, and 2010, respectively
|
(13,215
|
)
|
|
(274
|
)
|
||
Accumulated other comprehensive loss
|
(28,139
|
)
|
|
(11,638
|
)
|
||
Total common shareholders’ equity
|
1,419,857
|
|
|
1,317,178
|
|
||
Total shareholders’ equity
|
1,419,857
|
|
|
1,318,207
|
|
||
Total liabilities and shareholders’ equity
|
$
|
4,050,202
|
|
|
$
|
4,161,410
|
|
The accompanying notes are an integral part of the consolidated financial statements.
|
|
|
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
|||||||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
Operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
195,848
|
|
|
$
|
255,391
|
|
|
$
|
106,307
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
160,765
|
|
|
168,363
|
|
|
121,436
|
|
|||
Gain on forgiveness of debt
|
—
|
|
|
(129,870
|
)
|
|
—
|
|
|||
Return on equity investment in investees
|
58,665
|
|
|
—
|
|
|
750
|
|
|||
(Income) loss from equity investments
|
(62,050
|
)
|
|
(38,849
|
)
|
|
17,423
|
|
|||
Unearned compensation expense
|
7,416
|
|
|
5,587
|
|
|
6,087
|
|
|||
Allowance for other funds used during construction
|
(4,947
|
)
|
|
(12,413
|
)
|
|
(73,269
|
)
|
|||
Net deferred income taxes
|
23,618
|
|
|
54,873
|
|
|
(5,983
|
)
|
|||
Deferred fuel costs
|
653
|
|
|
21,086
|
|
|
7,223
|
|
|||
Cash surrender value of company-/trust-owned life insurance
|
1,687
|
|
|
(2,759
|
)
|
|
(5,180
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
(15,798
|
)
|
|
(16,156
|
)
|
|
8,310
|
|
|||
Accounts and notes receivable, affiliate
|
1,161
|
|
|
2,109
|
|
|
(8,701
|
)
|
|||
Unbilled revenue
|
14,520
|
|
|
(22,675
|
)
|
|
(2,262
|
)
|
|||
Fuel, materials and supplies inventory
|
35,442
|
|
|
(7,465
|
)
|
|
(26,680
|
)
|
|||
Prepayments
|
1,520
|
|
|
(2,316
|
)
|
|
1,575
|
|
|||
Accounts payable
|
(1,137
|
)
|
|
8,167
|
|
|
18,593
|
|
|||
Accounts and notes payable, affiliate
|
(552
|
)
|
|
(2,215
|
)
|
|
(22,796
|
)
|
|||
Customer deposits
|
12,693
|
|
|
12,313
|
|
|
12,906
|
|
|||
Long-term receivable
|
—
|
|
|
27,976
|
|
|
—
|
|
|||
Postretirement benefit obligations
|
(55,529
|
)
|
|
2,975
|
|
|
(11,173
|
)
|
|||
Regulatory assets and liabilities, net
|
(43,131
|
)
|
|
(88,333
|
)
|
|
32,922
|
|
|||
Contingent sale obligations
|
10,900
|
|
|
4,714
|
|
|
—
|
|
|||
Other deferred accounts
|
(1,084
|
)
|
|
1,813
|
|
|
(46,051
|
)
|
|||
Retainage payable
|
(2,481
|
)
|
|
(27
|
)
|
|
(13,011
|
)
|
|||
Taxes accrued
|
5,171
|
|
|
(34,266
|
)
|
|
23,612
|
|
|||
Interest accrued
|
(38,103
|
)
|
|
2,466
|
|
|
(4,138
|
)
|
|||
Energy risk management assets and liabilities, net
|
4,646
|
|
|
7,885
|
|
|
4,406
|
|
|||
Other operating
|
(1,873
|
)
|
|
(3,201
|
)
|
|
(854
|
)
|
|||
Net cash provided by operating activities
|
308,020
|
|
|
215,173
|
|
|
141,452
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
||||
Additions to property, plant, and equipment
|
(195,882
|
)
|
|
(305,157
|
)
|
|
(256,558
|
)
|
|||
Allowance for other funds used during construction
|
4,947
|
|
|
12,413
|
|
|
73,269
|
|
|||
Cash from reconsolidation of VIEs
|
3,879
|
|
|
812
|
|
|
—
|
|
|||
Return of equity investment in investees
|
89,654
|
|
|
—
|
|
|
850
|
|
|||
Equity investment in investees
|
(1,460
|
)
|
|
(8,700
|
)
|
|
(29,809
|
)
|
|||
Return of equity investment in tax credit fund
|
33,430
|
|
|
—
|
|
|
—
|
|
|||
Contributions to tax credit fund
|
(43,921
|
)
|
|
(35,871
|
)
|
|
(15,730
|
)
|
|||
Repayment of company-owned life insurance loan
|
—
|
|
|
(14,355
|
)
|
|
—
|
|
|||
Transfer of cash from restricted accounts
|
5,220
|
|
|
45,535
|
|
|
46,531
|
|
|||
Other investing
|
2,458
|
|
|
(1,582
|
)
|
|
(2,002
|
)
|
|||
Net cash used in investing activities
|
(101,675
|
)
|
|
(306,905
|
)
|
|
(183,449
|
)
|
|||
(Continued on next page)
|
|
|
|
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
|||||||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
Financing activities
|
|
|
|
|
|
||||||
Issuance of short-term debt
|
—
|
|
|
150,000
|
|
|
—
|
|
|||
Retirement of short-term debt
|
(150,000
|
)
|
|
—
|
|
|
—
|
|
|||
Draws on credit facility
|
95,000
|
|
|
20,000
|
|
|
93,000
|
|
|||
Payments on credit facility
|
(100,000
|
)
|
|
(100,000
|
)
|
|
(28,000
|
)
|
|||
Issuance of long-term debt
|
100,000
|
|
|
247,245
|
|
|
190,369
|
|
|||
Retirement of long-term debt
|
(12,269
|
)
|
|
(120,867
|
)
|
|
(114,846
|
)
|
|||
Repurchase of long-term debt
|
(132,000
|
)
|
|
—
|
|
|
—
|
|
|||
Repurchase of common stock
|
(13,009
|
)
|
|
—
|
|
|
—
|
|
|||
Redemption of preferred stock
|
(1,039
|
)
|
|
—
|
|
|
—
|
|
|||
Settlement of treasury rate lock
|
(18,636
|
)
|
|
5,675
|
|
|
4,696
|
|
|||
Dividends paid on preferred stock
|
(26
|
)
|
|
(46
|
)
|
|
(46
|
)
|
|||
Dividends paid on common stock
|
(68,023
|
)
|
|
(58,988
|
)
|
|
(54,221
|
)
|
|||
Other financing
|
(3,895
|
)
|
|
(5,352
|
)
|
|
(1,245
|
)
|
|||
Net cash (used in) provided by financing activities
|
(303,897
|
)
|
|
137,667
|
|
|
89,707
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(97,552
|
)
|
|
45,935
|
|
|
47,710
|
|
|||
Cash and cash equivalents at beginning of period
|
191,128
|
|
|
145,193
|
|
|
97,483
|
|
|||
Cash and cash equivalents at end of period
|
$
|
93,576
|
|
|
$
|
191,128
|
|
|
$
|
145,193
|
|
Supplementary cash flow information
|
|
|
|
|
|
|
|
|
|||
Interest paid (net of amount capitalized)
|
$
|
87,359
|
|
|
$
|
90,773
|
|
|
$
|
84,629
|
|
Interest paid on treasury rate lock settlement
|
$
|
8,128
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Income taxes paid (refunded), net
|
$
|
46,636
|
|
|
$
|
75,498
|
|
|
$
|
(30,309
|
)
|
Supplementary non-cash investing and financing activities
|
|
|
|
|
|
|
|
||||
Accrued additions to property, plant, and equipment
|
$
|
17,525
|
|
|
$
|
6,032
|
|
|
$
|
11,396
|
|
Issuance of treasury stock – LTICP
|
$
|
68
|
|
|
$
|
93
|
|
|
$
|
117
|
|
Issuance of common stock – LTICP/ESPP
|
$
|
328
|
|
|
$
|
299
|
|
|
$
|
290
|
|
Incurrence of capital lease obligation - barges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,050
|
|
Non-cash additions to property, plant, and equipment
|
$
|
4,586
|
|
|
$
|
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 consolidated financial statements.
|
|
|
|
|
|
|
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
|||||||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
Net income
|
$
|
195,848
|
|
|
$
|
255,391
|
|
|
$
|
106,307
|
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
||||
Amortization of postretirement benefit net loss (gain) (net of tax expense of $605 in 2011, and tax benefit of $20 in 2010 and $158 in 2009)
|
1,213
|
|
|
(31
|
)
|
|
(160
|
)
|
|||
Postretirement benefit loss incurred during the year (net of tax benefit of $949 in 2011 and $2,553 in 2009, and tax expense of $131 in 2010)
|
(1,721
|
)
|
|
(4,241
|
)
|
|
(3,403
|
)
|
|||
Cash flow hedges:
|
|
|
|
|
|
|
|
||||
Net derivative (loss) gain (net of tax benefit of $9,873 in 2011, and tax expense of $1,823 in 2010 and $1,208 in 2009)
|
(15,788
|
)
|
|
2,916
|
|
|
1,930
|
|
|||
Reclassification of net (gain) loss to interest charges (net of tax benefit of $129 in 2011, and tax expense of $197 in 2010 and $110 in 2009)
|
(205
|
)
|
|
315
|
|
|
175
|
|
|||
Reclassification of net loss to other expense (net of tax expense of $434 in 2010)
|
—
|
|
|
694
|
|
|
—
|
|
|||
Total other comprehensive loss, net of tax
|
(16,501
|
)
|
|
(347
|
)
|
|
(1,458
|
)
|
|||
Comprehensive income, net of tax
|
$
|
179,347
|
|
|
$
|
255,044
|
|
|
$
|
104,849
|
|
The accompanying notes are an integral part of the consolidated financial statements.
|
|
|
|
|
|
|
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
|||||||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
Operating revenue
|
|
|
|
|
|
||||||
Electric operations
|
$
|
1,051,956
|
|
|
$
|
1,086,102
|
|
|
$
|
808,646
|
|
Other operations
|
50,948
|
|
|
42,578
|
|
|
33,558
|
|
|||
Affiliate revenue
|
1,389
|
|
|
1,371
|
|
|
1,395
|
|
|||
Gross operating revenue
|
1,104,293
|
|
|
1,130,051
|
|
|
843,599
|
|
|||
Electric customer credits
|
(6,811
|
)
|
|
(9,596
|
)
|
|
—
|
|
|||
Operating revenue, net
|
1,097,482
|
|
|
1,120,455
|
|
|
843,599
|
|
|||
Operating expenses
|
|
|
|
|
|
|
|
|
|||
Fuel used for electric generation
|
383,254
|
|
|
363,550
|
|
|
261,456
|
|
|||
Power purchased for utility customers
|
67,898
|
|
|
141,864
|
|
|
216,906
|
|
|||
Other operations
|
119,553
|
|
|
111,966
|
|
|
99,704
|
|
|||
Maintenance
|
74,603
|
|
|
72,048
|
|
|
47,179
|
|
|||
Depreciation
|
112,846
|
|
|
105,586
|
|
|
77,064
|
|
|||
Taxes other than income taxes
|
32,157
|
|
|
32,744
|
|
|
29,758
|
|
|||
(Gain) loss on sales of assets
|
(9
|
)
|
|
47
|
|
|
70
|
|
|||
Total operating expenses
|
790,302
|
|
|
827,805
|
|
|
732,137
|
|
|||
Operating income
|
307,180
|
|
|
292,650
|
|
|
111,462
|
|
|||
Interest income
|
630
|
|
|
379
|
|
|
1,449
|
|
|||
Allowance for other funds used during construction
|
4,947
|
|
|
12,413
|
|
|
73,269
|
|
|||
Other income
|
3,163
|
|
|
2,007
|
|
|
2,370
|
|
|||
Other expense
|
(6,586
|
)
|
|
(6,206
|
)
|
|
(3,525
|
)
|
|||
Interest charges
|
|
|
|
|
|
|
|
|
|||
Interest charges, including amortization of debt expense, premium, and discount, net
|
98,877
|
|
|
83,294
|
|
|
84,735
|
|
|||
Allowance for borrowed funds used during construction
|
(1,787
|
)
|
|
(4,563
|
)
|
|
(26,173
|
)
|
|||
Total interest charges
|
97,090
|
|
|
78,731
|
|
|
58,562
|
|
|||
Income before income taxes
|
212,244
|
|
|
222,512
|
|
|
126,463
|
|
|||
Federal and state income taxes
|
69,409
|
|
|
75,107
|
|
|
15,297
|
|
|||
Net income
|
$
|
142,835
|
|
|
$
|
147,405
|
|
|
$
|
111,166
|
|
The accompanying notes are an integral part of the consolidated financial statements.
|
|
|
|
|
|
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
AT DECEMBER 31,
|
|
|||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
||
Assets
|
|
|
|
||||
Utility plant and equipment
|
|
|
|
||||
Property, plant, and equipment
|
$
|
3,759,541
|
|
|
$
|
3,552,779
|
|
Accumulated depreciation
|
(1,153,004
|
)
|
|
(1,085,945
|
)
|
||
Net property, plant, and equipment
|
2,606,537
|
|
|
2,466,834
|
|
||
Construction work in progress
|
97,595
|
|
|
130,396
|
|
||
Total utility plant, net
|
2,704,132
|
|
|
2,597,230
|
|
||
Current assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
67,458
|
|
|
184,912
|
|
||
Restricted cash
|
8,761
|
|
|
14,959
|
|
||
Customer accounts receivable (less allowance for doubtful accounts of $1,128 in 2011 and $1,046 in 2010)
|
37,813
|
|
|
38,820
|
|
||
Accounts receivable – affiliate
|
2,405
|
|
|
2,738
|
|
||
Other accounts receivable (less allowance for doubtful accounts of $8 in 2011 and $2,349 in 2010)
|
35,618
|
|
|
47,992
|
|
||
Taxes receivable
|
3,197
|
|
|
4,123
|
|
||
Unbilled revenue
|
30,129
|
|
|
44,649
|
|
||
Fuel inventory, at average cost
|
41,845
|
|
|
82,737
|
|
||
Material and supplies inventory, at average cost
|
51,132
|
|
|
45,913
|
|
||
Accumulated deferred federal and state income taxes, net
|
19,829
|
|
|
2,811
|
|
||
Accumulated deferred fuel
|
2,136
|
|
|
10,348
|
|
||
Cash surrender value of company-owned life insurance policies
|
20,433
|
|
|
20,051
|
|
||
Prepayments
|
4,155
|
|
|
4,944
|
|
||
Regulatory assets – other
|
13,028
|
|
|
13,508
|
|
||
Other current assets
|
375
|
|
|
412
|
|
||
Total current assets
|
338,314
|
|
|
518,917
|
|
||
Equity investment in investee
|
14,532
|
|
|
13,073
|
|
||
Prepayments
|
4,770
|
|
|
5,274
|
|
||
Restricted cash, less current portion
|
26,970
|
|
|
25,992
|
|
||
Regulatory assets and liabilities – deferred taxes, net
|
214,421
|
|
|
203,696
|
|
||
Regulatory assets – other
|
269,444
|
|
|
266,431
|
|
||
Intangible asset
|
133,595
|
|
|
145,374
|
|
||
Other deferred charges
|
20,293
|
|
|
19,218
|
|
||
Total assets
|
$
|
3,726,471
|
|
|
$
|
3,795,205
|
|
(Continued on next page)
|
|
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
AT DECEMBER 31,
|
|
|||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
||
Liabilities and member’s equity
|
|
|
|
|
|
||
Member’s equity
|
$
|
1,230,862
|
|
|
$
|
1,233,923
|
|
Long-term debt, net
|
1,327,056
|
|
|
1,384,709
|
|
||
Total capitalization
|
2,557,918
|
|
|
2,618,632
|
|
||
Current liabilities
|
|
|
|
|
|
||
Long-term debt due within one year
|
24,258
|
|
|
12,269
|
|
||
Accounts payable
|
111,504
|
|
|
112,487
|
|
||
Retainage
|
3,587
|
|
|
2,726
|
|
||
Accounts payable – affiliate
|
9,311
|
|
|
7,945
|
|
||
Customer deposits
|
43,091
|
|
|
38,934
|
|
||
Provision for rate refund
|
7,323
|
|
|
9,598
|
|
||
Interest accrued
|
22,540
|
|
|
13,450
|
|
||
Energy risk management liability, net
|
5,336
|
|
|
9,027
|
|
||
Interest rate risk management liability
|
3,330
|
|
|
—
|
|
||
Regulatory liabilities – other
|
33,019
|
|
|
43,562
|
|
||
Uncertain tax positions
|
27,465
|
|
|
—
|
|
||
Other current liabilities
|
11,193
|
|
|
9,862
|
|
||
Total current liabilities
|
301,957
|
|
|
259,860
|
|
||
Commitments and Contingencies (Note 14)
|
|
|
|
|
|
||
Deferred credits
|
|
|
|
|
|
||
Accumulated deferred federal and state income taxes, net
|
675,835
|
|
|
601,574
|
|
||
Accumulated deferred investment tax credits
|
7,432
|
|
|
8,669
|
|
||
Postretirement benefit obligations
|
94,147
|
|
|
130,757
|
|
||
Regulatory liabilities – other
|
7,303
|
|
|
44,313
|
|
||
Restricted storm reserve
|
24,880
|
|
|
25,993
|
|
||
Uncertain tax positions
|
19,906
|
|
|
54,835
|
|
||
Other deferred credits
|
37,093
|
|
|
50,572
|
|
||
Total deferred credits
|
866,596
|
|
|
916,713
|
|
||
Total liabilities and member’s equity
|
$
|
3,726,471
|
|
|
$
|
3,795,205
|
|
The accompanying notes are an integral part of the consolidated financial statements.
|
|
|
|
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
|||||||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
Operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
142,835
|
|
|
$
|
147,405
|
|
|
$
|
111,166
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
127,109
|
|
|
119,940
|
|
|
88,843
|
|
|||
Unearned compensation expense
|
1,796
|
|
|
1,846
|
|
|
1,855
|
|
|||
Allowance for other funds used during construction
|
(4,947
|
)
|
|
(12,413
|
)
|
|
(73,269
|
)
|
|||
Net deferred income taxes
|
45,608
|
|
|
34,555
|
|
|
3,230
|
|
|||
Deferred fuel costs
|
653
|
|
|
21,086
|
|
|
7,223
|
|
|||
Cash surrender value of company-owned life insurance
|
(383
|
)
|
|
(345
|
)
|
|
(454
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
(14,858
|
)
|
|
(16,261
|
)
|
|
9,646
|
|
|||
Accounts and notes receivable, affiliate
|
464
|
|
|
349
|
|
|
(656
|
)
|
|||
Unbilled revenue
|
14,520
|
|
|
(22,675
|
)
|
|
(2,262
|
)
|
|||
Fuel, materials and supplies inventory
|
35,673
|
|
|
(7,202
|
)
|
|
(26,680
|
)
|
|||
Prepayments
|
1,294
|
|
|
(2,016
|
)
|
|
1,386
|
|
|||
Accounts payable
|
(2,017
|
)
|
|
8,934
|
|
|
18,254
|
|
|||
Accounts and notes payable, affiliate
|
600
|
|
|
(18,598
|
)
|
|
17,855
|
|
|||
Customer deposits
|
12,693
|
|
|
12,313
|
|
|
12,906
|
|
|||
Postretirement benefit obligations
|
(57,531
|
)
|
|
647
|
|
|
(13,469
|
)
|
|||
Regulatory assets and liabilities, net
|
(43,131
|
)
|
|
(88,333
|
)
|
|
32,922
|
|
|||
Other deferred accounts
|
(7,788
|
)
|
|
(8,082
|
)
|
|
(37,021
|
)
|
|||
Retainage payable
|
(2,481
|
)
|
|
(27
|
)
|
|
(13,011
|
)
|
|||
Taxes accrued
|
926
|
|
|
(7,561
|
)
|
|
9,430
|
|
|||
Interest accrued
|
(5,609
|
)
|
|
1,594
|
|
|
(4,140
|
)
|
|||
Energy risk management assets and liabilities, net
|
4,646
|
|
|
7,885
|
|
|
4,406
|
|
|||
Other operating
|
(355
|
)
|
|
(2,282
|
)
|
|
(101
|
)
|
|||
Net cash provided by operating activities
|
249,717
|
|
|
170,759
|
|
|
148,059
|
|
|||
Investing activities
|
|
|
|
|
|
|
|
|
|||
Additions to property, plant, and equipment
|
(182,574
|
)
|
|
(149,211
|
)
|
|
(255,585
|
)
|
|||
Allowance for other funds used during construction
|
4,947
|
|
|
12,413
|
|
|
73,269
|
|
|||
Equity investment in investees
|
(1,460
|
)
|
|
(200
|
)
|
|
(12,873
|
)
|
|||
Repayment of company-owned life insurance loan
|
—
|
|
|
(14,355
|
)
|
|
—
|
|
|||
Transfer of cash from restricted accounts
|
5,220
|
|
|
15,404
|
|
|
46,531
|
|
|||
Other investing
|
3,674
|
|
|
1,277
|
|
|
327
|
|
|||
Net cash used in investing activities
|
(170,193
|
)
|
|
(134,672
|
)
|
|
(148,331
|
)
|
|||
(Continued on next page)
|
|
|
|
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
|||||||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
Financing activities
|
|
|
|
|
|
|
|
|
|||
Draws on credit facility
|
60,000
|
|
|
—
|
|
|
45,000
|
|
|||
Payments on credit facility
|
(60,000
|
)
|
|
—
|
|
|
(45,000
|
)
|
|||
Issuance of long-term debt
|
100,000
|
|
|
247,245
|
|
|
190,369
|
|
|||
Retirement of long-term debt
|
(12,269
|
)
|
|
(85,704
|
)
|
|
(114,846
|
)
|
|||
Repurchase of long-term debt
|
(132,000
|
)
|
|
—
|
|
|
—
|
|
|||
Settlement of treasury rate lock
|
(18,636
|
)
|
|
5,675
|
|
|
4,696
|
|
|||
Distribution to parent
|
(130,000
|
)
|
|
(150,000
|
)
|
|
(30,000
|
)
|
|||
Other financing
|
(4,073
|
)
|
|
(6,504
|
)
|
|
(3,376
|
)
|
|||
Net cash (used in) provided by financing activities
|
(196,978
|
)
|
|
10,712
|
|
|
46,843
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(117,454
|
)
|
|
46,799
|
|
|
46,571
|
|
|||
Cash and cash equivalents at beginning of period
|
184,912
|
|
|
138,113
|
|
|
91,542
|
|
|||
Cash and cash equivalents at end of period
|
$
|
67,458
|
|
|
$
|
184,912
|
|
|
$
|
138,113
|
|
Supplementary cash flow information
|
|
|
|
|
|
||||||
Interest paid (net of amount capitalized)
|
$
|
85,607
|
|
|
$
|
79,044
|
|
|
$
|
81,508
|
|
Interest paid on treasury rate lock settlement
|
$
|
8,128
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Income taxes paid (refunded), net
|
$
|
2,233
|
|
|
$
|
(5,425
|
)
|
|
$
|
4,444
|
|
Supplementary non-cash investing and financing activities
|
|
|
|
|
|
||||||
Accrued additions to property, plant, and equipment
|
$
|
21,007
|
|
|
$
|
5,697
|
|
|
$
|
11,335
|
|
Incurrence of capital lease obligation - barges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,050
|
|
Non-cash additions to property, plant, and equipment
|
$
|
4,586
|
|
|
$
|
304,134
|
|
|
$
|
—
|
|
Non-cash assumption of deferred tax liability
|
$
|
—
|
|
|
$
|
78,402
|
|
|
$
|
—
|
|
The accompanying notes are an integral part of the consolidated financial statements.
|
|
|
|
|
|
|
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
|||||||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
Net income
|
$
|
142,835
|
|
|
$
|
147,405
|
|
|
$
|
111,166
|
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
|
|||
Amortization of postretirement benefit net loss (gain) (net of tax expense of $303 in 2011 and tax benefit of $239 in 2010 and $322 in 2009)
|
692
|
|
|
(381
|
)
|
|
(433
|
)
|
|||
Postretirement benefit loss incurred during the year (net of tax benefit of $266 in 2011 and $1,715 in 2009, and tax expense of $725 in 2010)
|
(595
|
)
|
|
(2,607
|
)
|
|
(2,167
|
)
|
|||
Cash flow hedges:
|
|
|
|
|
|
|
|
||||
Net derivative (loss) gain (net of tax benefit of $9,873 in 2011, and tax expense of $1,823 in 2010 and $1,208 in 2009)
|
(15,788
|
)
|
|
2,916
|
|
|
1,930
|
|
|||
Reclassification of net (gain) loss to interest charges (net of tax benefit of $129 in 2011, and tax expense of $197 in 2010 and $110 in 2009)
|
(205
|
)
|
|
315
|
|
|
175
|
|
|||
Reclassification of net loss to other expense (net of tax expense of $434 in 2010)
|
—
|
|
|
694
|
|
|
—
|
|
|||
Total other comprehensive (loss) income, net of tax
|
(15,896
|
)
|
|
937
|
|
|
(495
|
)
|
|||
Comprehensive income, net of tax
|
$
|
126,939
|
|
|
$
|
148,342
|
|
|
$
|
110,671
|
|
The accompanying notes are an integral part of the consolidated financial statements.
|
|
|
|
|
|
|
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
Note 1
|
The Company
|
Cleco Corporation and Cleco Power
|
Note 2
|
Summary of Significant Accounting Policies
|
Cleco Corporation and Cleco Power
|
Note 3
|
Regulatory Assets and Liabilities
|
Cleco Corporation and Cleco Power
|
Note 4
|
Jointly Owned Generation Units
|
Cleco Corporation and Cleco Power
|
Note 5
|
Fair Value Accounting
|
Cleco Corporation and Cleco Power
|
Note 6
|
Debt
|
Cleco Corporation and Cleco Power
|
Note 7
|
Common and Preferred Stock
|
Cleco Corporation and Cleco Power
|
Note 8
|
Pension Plan and Employee Benefits
|
Cleco Corporation and Cleco Power
|
Note 9
|
Income Taxes
|
Cleco Corporation and Cleco Power
|
Note 10
|
Disclosures about Segments
|
Cleco Corporation
|
Note 11
|
Electric Customer Credits
|
Cleco Corporation and Cleco Power
|
Note 12
|
Variable Interest Entities
|
Cleco Corporation and Cleco Power
|
Note 13
|
Operating Leases
|
Cleco Corporation and Cleco Power
|
Note 14
|
Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees
|
Cleco Corporation and Cleco Power
|
Note 15
|
Affiliate Transactions
|
Cleco Corporation and Cleco Power
|
Note 16
|
Intangible Asset
|
Cleco Corporation and Cleco Power
|
Note 17
|
Evangeline Transactions
|
Cleco Corporation
|
Note 18
|
Acadia Transactions
|
Cleco Corporation and Cleco Power
|
Note 19
|
Accumulated Other Comprehensive Loss
|
Cleco Corporation and Cleco Power
|
Note 20
|
Miscellaneous Financial Information (Unaudited)
|
Cleco Corporation and Cleco Power
|
•
|
Cleco Power, a regulated electric utility subsidiary, which owns
nine
generating units with a total nameplate capacity of
2,524
MW and serves approximately
281,000
customers in Louisiana through its retail business and
10
communities across Louisiana and Mississippi through wholesale power contracts. Cleco Power also owns a
50
% interest in an entity that owns lignite reserves. Cleco Power owns all of the outstanding membership interests in Cleco Katrina/Rita, a special purpose entity, that is consolidated with Cleco Power in its financial statements.
|
•
|
Midstream is a wholesale energy subsidiary regulated by FERC which owns Evangeline (which operates Coughlin).
|
•
|
Cleco Corporation’s other operations consist of a holding company,
two
transmission interconnection facility subsidiaries, a shared services subsidiary, and an investment subsidiary.
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
Cleco
|
|
|
|
|
|
|
|
||||||||
|
FOR THE YEAR ENDED
|
|
|||||||||||||
|
|
|
|
2009
|
|
|
|
|
|
2010
|
|
||||
(THOUSANDS)
|
AS REPORTED
|
|
|
AS ADJUSTED
|
|
|
AS REPORTED
|
|
|
AS ADJUSTED
|
|
||||
Accounts receivable
|
$
|
8,310
|
|
|
$
|
8,310
|
|
|
$
|
(35,156
|
)
|
|
$
|
(16,156
|
)
|
Accounts payable
|
$
|
11,231
|
|
|
$
|
18,593
|
|
|
$
|
3,459
|
|
|
$
|
8,167
|
|
Retainage payable
|
$
|
(11,921
|
)
|
|
$
|
(13,011
|
)
|
|
$
|
1,913
|
|
|
$
|
(27
|
)
|
Net cash provided by operating activities
|
$
|
135,179
|
|
|
$
|
141,452
|
|
|
$
|
193,405
|
|
|
$
|
215,173
|
|
Additions to property, plant, and equipment
|
$
|
(250,286
|
)
|
|
$
|
(256,558
|
)
|
|
$
|
(283,389
|
)
|
|
$
|
(305,157
|
)
|
Net cash used in investing activities
|
$
|
(177,176
|
)
|
|
$
|
(183,449
|
)
|
|
$
|
(285,137
|
)
|
|
$
|
(306,905
|
)
|
Net increase in cash and cash equivalents
|
$
|
47,710
|
|
|
$
|
47,710
|
|
|
$
|
45,935
|
|
|
$
|
45,935
|
|
Cash and cash equivalents at the beginning of the period
|
$
|
97,483
|
|
|
$
|
97,483
|
|
|
$
|
145,193
|
|
|
$
|
145,193
|
|
Cash and cash equivalents at the end of the period
|
$
|
145,193
|
|
|
$
|
145,193
|
|
|
$
|
191,128
|
|
|
$
|
191,128
|
|
Accrued additions to property, plant, and equipment
|
$
|
3,069
|
|
|
$
|
11,396
|
|
|
$
|
17,765
|
|
|
$
|
6,032
|
|
Cleco Power
|
|
|
|
|
|
|
|
||||||||
|
FOR THE YEAR ENDED
|
|
|||||||||||||
|
|
|
|
2009
|
|
|
|
|
|
2010
|
|
||||
(THOUSANDS)
|
AS REPORTED
|
|
|
AS ADJUSTED
|
|
|
AS REPORTED
|
|
|
AS ADJUSTED
|
|
||||
Accounts receivable
|
$
|
9,646
|
|
|
$
|
9,646
|
|
|
$
|
(35,261
|
)
|
|
$
|
(16,261
|
)
|
Accounts payable
|
$
|
10,831
|
|
|
$
|
18,254
|
|
|
$
|
3,936
|
|
|
$
|
8,934
|
|
Retainage payable
|
$
|
(11,921
|
)
|
|
$
|
(13,011
|
)
|
|
$
|
1,913
|
|
|
$
|
(27
|
)
|
Net cash provided by operating activities
|
$
|
141,726
|
|
|
$
|
148,059
|
|
|
$
|
148,701
|
|
|
$
|
170,759
|
|
Additions to property, plant, and equipment
|
$
|
(249,252
|
)
|
|
$
|
(255,585
|
)
|
|
$
|
(127,153
|
)
|
|
$
|
(149,211
|
)
|
Net cash used in investing activities
|
$
|
(141,998
|
)
|
|
$
|
(148,331
|
)
|
|
$
|
(112,614
|
)
|
|
$
|
(134,672
|
)
|
Net increase in cash and cash equivalents
|
$
|
46,571
|
|
|
$
|
46,571
|
|
|
$
|
46,799
|
|
|
$
|
46,799
|
|
Cash and cash equivalents at the beginning of the period
|
$
|
91,542
|
|
|
$
|
91,542
|
|
|
$
|
138,113
|
|
|
$
|
138,113
|
|
Cash and cash equivalents at the end of the period
|
$
|
138,113
|
|
|
$
|
138,113
|
|
|
$
|
184,912
|
|
|
$
|
184,912
|
|
Accrued additions to property, plant, and equipment
|
$
|
3,069
|
|
|
$
|
11,335
|
|
|
$
|
17,765
|
|
|
$
|
5,697
|
|
|
|
|
|
|
|
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
YEARS
|
Utility plant
|
5-58
|
Other
|
5-44
|
(THOUSANDS)
|
AT DECEMBER 31, 2011
|
|
|
AT DECEMBER 31, 2010
|
|
||
Acadia Unit 1
|
|
|
|
||||
Plant acquisition adjustment
|
$
|
95,578
|
|
|
$
|
95,578
|
|
Less: accumulated amortization
|
5,836
|
|
|
2,653
|
|
||
Net plant acquisition adjustment
|
$
|
89,742
|
|
|
$
|
92,925
|
|
Teche
|
|
|
|
|
|
||
Plant acquisition adjustment
|
5,359
|
|
|
$
|
5,359
|
|
|
Less: accumulated amortization
|
3,724
|
|
|
3,470
|
|
||
Net plant acquisition adjustment
|
$
|
1,635
|
|
|
$
|
1,889
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
•
|
both counterparties use the respective transmission facilities to move electricity from its power plants to the regional transmission grid,
|
•
|
neither counterparty has another avenue to move electricity from its respective power plants to the regional transmission grid,
|
•
|
the stream of payments was approved by the FERC through respective rate orders, and
|
•
|
both counterparties serve retail and wholesale customers in their respective service territories under LPSC oversight that allows recovery of prudent costs, of which, the stream of payments under the direct financing leases appear to be prudent.
|
|
AT DECEMBER 31,
|
|
|||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
||
Diversified Lands’ mitigation escrow
|
$
|
97
|
|
|
$
|
97
|
|
Cleco Katrina/Rita’s storm recovery bonds
|
8,761
|
|
|
8,822
|
|
||
Cleco Power’s future storm restoration costs
|
24,876
|
|
|
25,992
|
|
||
Cleco Power’s renewable energy grant
|
381
|
|
|
—
|
|
||
Cleco Power’s GO Zone bonds
|
—
|
|
|
6,137
|
|
||
Cleco Power’s NO
x
allowance escrow
|
1,713
|
|
|
—
|
|
||
Total restricted cash
|
$
|
35,828
|
|
|
$
|
41,048
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
2011
|
|
|
|
|
|
|
|
|
2010
|
|
|
|
|
|
|
|
|
2009
|
|
|||||||
(THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)
|
INCOME
|
|
|
SHARES
|
|
|
PER SHARE
AMOUNT
|
|
|
INCOME
|
|
|
SHARES
|
|
|
PER SHARE
AMOUNT
|
|
|
INCOME
|
|
|
SHARES
|
|
|
PER SHARE
AMOUNT
|
|
||||||
Income from continuing operations
|
$
|
195,848
|
|
|
|
|
|
|
$
|
255,391
|
|
|
|
|
|
|
$
|
106,307
|
|
|
|
|
|
|||||||||
Deduct: non-participating stock dividends (4.5% preferred stock)
|
26
|
|
|
|
|
|
|
46
|
|
|
|
|
|
|
46
|
|
|
|
|
|
||||||||||||
Deduct: non-participating stock redemption costs (4.5% preferred stock)
|
112
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
||||||||||||
Basic net income applicable to common stock
|
$
|
195,710
|
|
|
60,488,740
|
|
|
$3.24
|
|
$
|
255,345
|
|
|
60,431,142
|
|
|
$
|
4.23
|
|
|
$
|
106,261
|
|
|
60,187,894
|
|
|
$
|
1.77
|
|
||
Effect of dilutive securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Add: stock option grants
|
|
|
20,647
|
|
|
|
|
|
|
32,080
|
|
|
|
|
|
|
32,050
|
|
|
|
||||||||||||
Add: restricted stock (LTICP)
|
|
|
324,177
|
|
|
|
|
|
|
291,367
|
|
|
|
|
|
|
278,261
|
|
|
|
||||||||||||
Diluted net income applicable to common stock
|
$
|
195,710
|
|
|
60,833,564
|
|
|
$
|
3.22
|
|
|
$
|
255,345
|
|
|
60,754,589
|
|
|
$
|
4.20
|
|
|
$
|
106,261
|
|
|
60,498,205
|
|
|
$
|
1.76
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
FOR THE YEAR ENDED DECEMBER 31, 2009
|
|
||||
|
STRIKE PRICE
|
|
AVERAGE
MARKET
PRICE
|
|
SHARES
|
|
Stock option grants excluded
|
$ 23.31 - $ 24.25
|
|
$23.28
|
|
57,766
|
|
|
AT DECEMBER 31,
|
|
|
REMAINING
RECOVERY PERIOD
|
|
|||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
|
||||
Total federal regulatory asset — income taxes
|
$
|
34,127
|
|
|
$
|
41,344
|
|
|
—
|
|
Total state regulatory asset — income taxes
|
51,720
|
|
|
36,394
|
|
|
—
|
|
||
AFUDC
|
132,802
|
|
|
130,890
|
|
|
—
|
|
||
Total investment tax credit
|
(4,228
|
)
|
|
(4,932
|
)
|
|
—
|
|
||
Total regulatory assets and liabilities — deferred taxes, net
|
214,421
|
|
|
203,696
|
|
|
|
|||
Mining costs
|
19,117
|
|
|
21,666
|
|
|
7.5 yrs.
|
|
||
Interest costs
|
6,667
|
|
|
7,033
|
|
|
28 yrs.
|
|
||
Asset removal costs
|
829
|
|
|
768
|
|
|
38 yrs.
|
|
||
Postretirement plan costs
|
132,556
|
|
|
117,651
|
|
|
—
|
|
||
Tree trimming costs
|
8,371
|
|
|
11,086
|
|
|
3 yrs.
|
|
||
Training costs
|
7,486
|
|
|
7,642
|
|
|
48 yrs.
|
|
||
Storm surcredits, net
|
9,254
|
|
|
10,633
|
|
|
11 yrs.
|
|
||
Construction carrying costs
|
10,883
|
|
|
18,830
|
|
|
3 yrs.
|
|
||
Mining agreement contingency
|
3,781
|
|
|
3,781
|
|
|
—
|
|
||
AFUDC equity gross-up
|
74,346
|
|
|
74,859
|
|
|
—
|
|
||
Rate case costs
|
1,117
|
|
|
1,654
|
|
|
2 yrs.
|
|
||
Acadia Unit 1 acquisition costs
|
2,971
|
|
|
3,076
|
|
|
28 yrs.
|
|
||
IRP/RFP costs
|
508
|
|
|
977
|
|
|
1 yr.
|
|
||
AMI pilot costs
|
153
|
|
|
283
|
|
|
1.5 yrs.
|
|
||
Financing costs
|
4,433
|
|
|
—
|
|
|
30 yrs.
|
|
||
Total regulatory assets - other
|
282,472
|
|
|
279,939
|
|
|
|
|
||
Construction carrying costs
|
(40,322
|
)
|
|
(87,875
|
)
|
|
2 yrs.
|
|
||
Fuel and purchased power
|
2,136
|
|
|
10,348
|
|
|
—
|
|
||
Total regulatory assets, net
|
$
|
458,707
|
|
|
$
|
406,108
|
|
|
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
|
|
AT DECEMBER 31, 2011
|
|
|||||||
(DOLLAR AMOUNTS IN THOUSANDS)
|
RODEMACHER UNIT #2
|
|
|
DOLET HILLS
|
|
|
TOTAL
|
|
|||
Utility plant in service
|
$
|
91,645
|
|
|
$
|
304,876
|
|
|
$
|
396,521
|
|
Accumulated depreciation
|
$
|
68,293
|
|
|
$
|
193,686
|
|
|
$
|
261,979
|
|
Ownership
|
30
|
%
|
|
50
|
%
|
|
|
||||
Nameplate capacity (MW)
|
523
|
|
|
650
|
|
|
|
||||
Cleco Power’s ownership interest (MW)
|
157
|
|
|
325
|
|
|
|
Cleco
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
AT DECEMBER 31,
|
|
|||||||
|
|
|
|
2011
|
|
|
|
|
|
2010
|
|
||||
(THOUSANDS)
|
CARRYING
VALUE
|
|
|
ESTIMATED
FAIR VALUE
|
|
|
CARRYING
VALUE
|
|
|
ESTIMATED
FAIR VALUE
|
|
||||
Financial instruments not marked-to-market
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
93,576
|
|
|
$
|
93,576
|
|
|
$
|
191,128
|
|
|
$
|
191,128
|
|
Restricted cash
|
$
|
35,828
|
|
|
$
|
35,828
|
|
|
$
|
41,048
|
|
|
$
|
41,048
|
|
Long-term debt, excluding debt issuance costs
|
$
|
1,354,567
|
|
|
$
|
1,542,867
|
|
|
$
|
1,403,835
|
|
|
$
|
1,462,063
|
|
Preferred stock not subject to mandatory redemption
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,029
|
|
|
$
|
844
|
|
Cleco Power
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
AT DECEMBER 31,
|
|
|||||||||
|
|
|
2011
|
|
|
|
|
2010
|
|
||||||
(THOUSANDS)
|
CARRYING
VALUE
|
|
|
ESTIMATED
FAIR VALUE
|
|
|
CARRYING
VALUE
|
|
|
ESTIMATED
FAIR VALUE
|
|
||||
Financial instruments not marked-to-market
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
67,458
|
|
|
$
|
67,458
|
|
|
$
|
184,912
|
|
|
$
|
184,912
|
|
Restricted cash
|
$
|
35,731
|
|
|
$
|
35,731
|
|
|
$
|
40,951
|
|
|
$
|
40,951
|
|
Long-term debt, excluding debt issuance costs
|
$
|
1,344,567
|
|
|
$
|
1,532,867
|
|
|
$
|
1,388,835
|
|
|
$
|
1,447,063
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
Cleco
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
CLECO CONSOLIDATED FAIR VALUE MEASUREMENTS AT REPORTING DATE USING:
|
|
|||||||||||||||||||||||||||||
(THOUSANDS)
|
AT DECEMBER 31, 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
|
119,327
|
|
|
—
|
|
|
119,327
|
|
|
—
|
|
|
229,748
|
|
|
—
|
|
|
229,748
|
|
|
—
|
|
||||||||
Total assets
|
$
|
119,327
|
|
|
$
|
—
|
|
|
$
|
119,327
|
|
|
$
|
—
|
|
|
$
|
229,845
|
|
|
$
|
—
|
|
|
$
|
229,845
|
|
|
$
|
—
|
|
Liability Description
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Energy market derivatives
|
$
|
5,336
|
|
|
$
|
—
|
|
|
$
|
5,336
|
|
|
$
|
—
|
|
|
$
|
15,245
|
|
|
$
|
3,317
|
|
|
$
|
11,928
|
|
|
$
|
—
|
|
Interest rate derivatives
|
3,330
|
|
|
—
|
|
|
3,330
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total liabilities
|
$
|
8,666
|
|
|
$
|
—
|
|
|
$
|
8,666
|
|
|
$
|
—
|
|
|
$
|
15,245
|
|
|
$
|
3,317
|
|
|
$
|
11,928
|
|
|
$
|
—
|
|
Cleco Power
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
CLECO POWER FAIR VALUE MEASUREMENTS AT REPORTING DATE USING:
|
|
|||||||||||||||||||||||||||||
(THOUSANDS)
|
AT DECEMBER 31, 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
|
100,331
|
|
|
—
|
|
|
100,331
|
|
|
—
|
|
|
224,451
|
|
|
—
|
|
|
224,451
|
|
|
—
|
|
||||||||
Total assets
|
$
|
100,331
|
|
|
$
|
—
|
|
|
$
|
100,331
|
|
|
$
|
—
|
|
|
$
|
224,548
|
|
|
$
|
—
|
|
|
$
|
224,548
|
|
|
$
|
—
|
|
Liability Description
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Energy market derivatives
|
$
|
5,336
|
|
|
$
|
—
|
|
|
$
|
5,336
|
|
|
$
|
—
|
|
|
$
|
15,245
|
|
|
$
|
3,317
|
|
|
$
|
11,928
|
|
|
$
|
—
|
|
Interest rate derivatives
|
3,330
|
|
|
—
|
|
|
3,330
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total liabilities
|
$
|
8,666
|
|
|
$
|
—
|
|
|
$
|
8,666
|
|
|
$
|
—
|
|
|
$
|
15,245
|
|
|
$
|
3,317
|
|
|
$
|
11,928
|
|
|
$
|
—
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
|
|
|||||||
|
LIABILITY DERIVATIVES
|
|
|||||||
(THOUSANDS)
|
BALANCE SHEET LINE ITEM
|
|
AT DECEMBER 31, 2011
|
|
|
AT DECEMBER 31, 2010
|
|
||
Commodity contracts
|
|
|
|
|
|
||||
Fuel cost hedges:
|
|
|
|
|
|
||||
Current
|
Energy risk management liability, net
|
|
$
|
(5,336
|
)
|
|
$
|
(13,497
|
)
|
Long-term
|
Other deferred credits
|
|
—
|
|
|
(1,651
|
)
|
||
Total
|
|
|
$
|
(5,336
|
)
|
|
$
|
(15,148
|
)
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
|
|
|
|
|
|
|
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
|
||||||||||||
|
|
|
2011
|
|
|
|
|
2010
|
|
|
|
|
2009
|
|
|
|||||||||
(THOUSANDS)
|
AMOUNT OF LOSS
RECOGNIZED IN OCI
|
|
|
AMOUNT OF NET GAIN RECLASSIFIED
FROM ACCUMULATED
OCI INTO INCOME
(EFFECTIVE PORTION)
|
|
|
AMOUNT OF GAIN
RECOGNIZED IN OCI
|
|
|
AMOUNT OF NET LOSS
RECLASSIFIED
FROM ACCUMULATED
OCI INTO INCOME
(EFFECTIVE PORTION)
|
|
|
AMOUNT OF GAIN
RECOGNIZED IN OCI
|
|
|
AMOUNT OF NET LOSS RECLASSIFIED
FROM ACCUMULATED
OCI INTO INCOME
(EFFECTIVE PORTION)
|
|
|
||||||
Interest rate derivatives
(1)
|
$
|
(25,661
|
)
|
|
$
|
334
|
|
*
|
$
|
4,739
|
|
|
$
|
(512
|
)
|
*
|
$
|
3,138
|
|
|
$
|
(285
|
)
|
*
|
|
AT DECEMBER 31,
|
|
|||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
||
Bonds
|
|
|
|
||||
Cleco Power’s senior notes, 5.375%, due 2013
|
$
|
75,000
|
|
|
$
|
75,000
|
|
Cleco Power’s senior notes, 4.95%, due 2015
|
50,000
|
|
|
50,000
|
|
||
Cleco Power’s senior notes, 6.65%, due 2018
|
250,000
|
|
|
250,000
|
|
||
Cleco Power’s senior notes, 6.50%, due 2035
|
295,000
|
|
|
295,000
|
|
||
Cleco Power’s senior notes, 6.00%, due 2040
|
250,000
|
|
|
250,000
|
|
||
Cleco Power's senior notes, 5.12%, due 2041
|
100,000
|
|
|
—
|
|
||
Cleco Power’s pollution control revenue bonds, 5.875%, due 2029, callable after September 1, 2009
|
61,260
|
|
|
61,260
|
|
||
Cleco Power’s solid waste disposal facility bonds, 4.70%, due 2036, callable after November 1, 2016
|
60,000
|
|
|
60,000
|
|
||
Cleco Power’s solid waste disposal facility bonds, 5.25%, due 2037, mandatory tender on March 1, 2013
|
60,000
|
|
|
60,000
|
|
||
Cleco Power's solid waste disposal facility bonds, 6.00%, due 2038,reacquired on October 1, 2011
|
—
|
|
|
32,000
|
|
||
Cleco Power’s GO Zone bonds, 7.00%, due 2038, reacquired on December 1, 2011
|
—
|
|
|
100,000
|
|
||
Cleco Katrina/Rita’s storm recovery bonds, 4.41%, due 2020
|
75,707
|
|
|
87,975
|
|
||
Cleco Katrina/Rita’s storm recovery bonds, 5.61%, due 2023
|
67,600
|
|
|
67,600
|
|
||
Total bonds
|
1,344,567
|
|
|
1,388,835
|
|
||
Other long-term debt
|
|
|
|
|
|
||
Cleco Corporation’s credit facility draws
|
10,000
|
|
|
15,000
|
|
||
Barge lease obligations, ending December 31, 2013
|
17,538
|
|
|
19,200
|
|
||
Gross amount of long-term debt
|
1,372,105
|
|
|
1,423,035
|
|
||
Less: long-term debt due within one year
|
24,258
|
|
|
12,269
|
|
||
Less: lease obligations due within one year
|
1,841
|
|
|
1,662
|
|
||
Unamortized premium and discount, net
|
(8,950
|
)
|
|
(9,395
|
)
|
||
Total long-term debt, net
|
$
|
1,337,056
|
|
|
$
|
1,399,709
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
AT DECEMBER 31,
|
|
|||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
||
Bonds
|
|
|
|
||||
Senior notes, 5.375%, due 2013
|
$
|
75,000
|
|
|
$
|
75,000
|
|
Senior notes, 4.95%, due 2015
|
50,000
|
|
|
50,000
|
|
||
Senior notes, 6.65%, due 2018
|
250,000
|
|
|
250,000
|
|
||
Senior notes, 6.50%, due 2035
|
295,000
|
|
|
295,000
|
|
||
Senior notes, 6.00%, due 2040
|
250,000
|
|
|
250,000
|
|
||
Senior notes, 5.12%, due 2041
|
100,000
|
|
|
—
|
|
||
Pollution control revenue bonds, 5.875%, due 2029, callable after September 1, 2009
|
61,260
|
|
|
61,260
|
|
||
Solid waste disposal facility bonds, 4.70%, due 2036,callable after November 1, 2016
|
60,000
|
|
|
60,000
|
|
||
Solid waste disposal facility bonds, 5.25%, due 2037, mandatory tender on March 1, 2013
|
60,000
|
|
|
60,000
|
|
||
Solid waste disposal facility bonds, 6.00%, due 2038, reacquired on October 1, 2011
|
—
|
|
|
32,000
|
|
||
GO Zone bonds, 7.00%, due 2038, reacquired on December 1, 2011
|
—
|
|
|
100,000
|
|
||
Cleco Katrina/Rita’s storm recovery bonds, 4.41%, due 2020
|
75,707
|
|
|
87,975
|
|
||
Cleco Katrina/Rita’s storm recovery bonds, 5.61%, due 2023
|
67,600
|
|
|
67,600
|
|
||
Total bonds
|
1,344,567
|
|
|
1,388,835
|
|
||
Other long-term debt
|
|
|
|
|
|
||
Barge lease obligations, ending December 31, 2013
|
17,538
|
|
|
19,200
|
|
||
Gross amount of long-term debt
|
1,362,105
|
|
|
1,408,035
|
|
||
Less: long-term debt due within one year
|
24,258
|
|
|
12,269
|
|
||
Less: lease obligations due within one year
|
1,841
|
|
|
1,662
|
|
||
Unamortized premium and discount, net
|
(8,950
|
)
|
|
(9,395
|
)
|
||
Total long-term debt, net
|
$
|
1,327,056
|
|
|
$
|
1,384,709
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
CLECO
|
|
|
CLECO POWER
|
|
||||||||||||||||||
|
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
|
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
||||||||||||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
||||||
Equity classification
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-vested stock
|
$
|
3,391
|
|
|
$
|
2,276
|
|
|
$
|
2,084
|
|
|
678
|
|
|
$
|
575
|
|
|
$
|
549
|
|
|
Stock options
(1)
|
103
|
|
|
51
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total equity classification
|
$
|
3,494
|
|
|
$
|
2,327
|
|
|
$
|
2,135
|
|
|
$
|
678
|
|
|
$
|
575
|
|
|
$
|
549
|
|
Liability classification
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common stock equivalent units
|
$
|
3,509
|
|
|
$
|
2,812
|
|
|
$
|
3,545
|
|
|
$
|
1,118
|
|
|
$
|
1,271
|
|
|
$
|
1,306
|
|
Total pre-tax compensation expense
|
$
|
7,003
|
|
|
$
|
5,139
|
|
|
$
|
5,680
|
|
|
$
|
1,796
|
|
|
$
|
1,846
|
|
|
$
|
1,855
|
|
Tax benefit (excluding income tax gross-up)
|
$
|
2,695
|
|
|
$
|
1,977
|
|
|
$
|
2,186
|
|
|
$
|
691
|
|
|
$
|
710
|
|
|
$
|
714
|
|
|
SHARES
|
|
|
WEIGHTED-
AVERAGE
EXERCISE PRICE
|
|
|
WEIGHTED-
AVERAGE
REMAINING
CONTRACTUAL
TERM (YEARS)
|
|
|
AGGREGATE
INTRINSIC VALUE
(THOUSANDS)
|
|
||
Outstanding at January 1, 2011
|
134,070
|
|
|
$
|
21.32
|
|
|
11.04
|
|
|
$
|
1,266
|
|
Exercised
|
(39,700
|
)
|
|
$
|
21.77
|
|
|
—
|
|
|
$
|
—
|
|
Forfeited
|
(300
|
)
|
|
$
|
22.25
|
|
|
—
|
|
|
$
|
—
|
|
Outstanding at December 31, 2011
|
94,070
|
|
|
$
|
21.12
|
|
|
14.92
|
|
|
$
|
1,597
|
|
Exercisable at December 31, 2011
|
90,570
|
|
|
$
|
21.03
|
|
|
15.34
|
|
|
$
|
1,546
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
|
|
|
|
AT DECEMBER 31,
|
|
|||||||||||||||||
|
|
|
2011
|
|
|
|
|
2010
|
|
|
|
|
2009
|
|
|||||||||
|
NON-VESTED
STOCK
|
|
|
CEUs
|
|
|
NON-VESTED
STOCK
|
|
|
CEUs
|
|
|
NON-VESTED
STOCK
|
|
|
CEUs
|
|
||||||
Expected term (in years)
(1)
|
3.0
|
|
|
—
|
|
|
3.0
|
|
|
3.0
|
|
|
3.0
|
|
|
3.0
|
|
||||||
Volatility of Cleco stock
(2)
|
28.5
|
%
|
|
—
|
|
|
30.6
|
%
|
|
28.6
|
%
|
|
29.9
|
%
|
|
30.0
|
%
|
||||||
Correlation between Cleco stock volatility and peer group
|
63.2
|
%
|
|
—
|
|
|
60.6
|
%
|
|
62.5
|
%
|
|
62.5
|
%
|
|
63.0
|
%
|
||||||
Expected dividend yield
|
3.3
|
%
|
|
—
|
|
|
3.5
|
%
|
|
3.9
|
%
|
|
4.1
|
%
|
|
4.0
|
%
|
||||||
Weighted average fair value (Monte Carlo model)
|
$
|
34.88
|
|
|
$
|
—
|
|
|
$
|
27.92
|
|
|
$
|
32.81
|
|
|
$
|
25.93
|
|
|
$
|
30.81
|
|
|
SHARES
|
|
|
WEIGHTED-AVERAGE
GRANT-DATE
FAIR VALUE
|
|
|
UNITS
|
|
|
WEIGHTED-AVERAGE
FAIR VALUE
|
|
||
|
NON-VESTED STOCK
|
|
CEUs
|
||||||||||
Non-vested at January 1, 2011
|
263,709
|
|
|
$
|
25.34
|
|
|
126,547
|
|
|
$
|
38.86
|
|
Granted
|
223,662
|
|
|
$
|
34.72
|
|
|
—
|
|
|
$
|
—
|
|
Vested
|
(112,049
|
)
|
|
$
|
24.78
|
|
|
(66,663
|
)
|
|
$
|
73.62
|
|
Forfeited
|
(4,591
|
)
|
|
$
|
34.88
|
|
|
—
|
|
|
$
|
—
|
|
Non-vested at December 31, 2011
|
370,731
|
|
|
$
|
31.05
|
|
|
59,884
|
|
|
$
|
42.22
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
PENSION BENEFITS
|
|
|
OTHER BENEFITS
|
|
|
||||||||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
|
||||
Change in benefit obligation
|
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
330,342
|
|
|
$
|
295,528
|
|
|
$
|
41,444
|
|
|
$
|
39,209
|
|
|
Service cost
|
8,390
|
|
|
7,451
|
|
|
1,532
|
|
|
1,511
|
|
|
||||
Interest cost
|
17,629
|
|
|
17,145
|
|
|
1,818
|
|
|
1,965
|
|
|
||||
Plan participants’ contributions
|
—
|
|
|
—
|
|
|
1,251
|
|
|
1,176
|
|
|
||||
Actuarial loss
|
19,452
|
|
|
23,540
|
|
|
141
|
|
|
1,231
|
|
|
||||
Expenses paid
|
(1,208
|
)
|
|
(1,262
|
)
|
|
—
|
|
|
—
|
|
|
||||
Medicare D
|
—
|
|
|
—
|
|
|
206
|
|
|
424
|
|
(1)
|
||||
Other adjustments
(2)
|
—
|
|
|
—
|
|
|
452
|
|
|
—
|
|
|
||||
Benefits paid
|
(12,619
|
)
|
|
(12,060
|
)
|
|
(4,164
|
)
|
|
(4,072
|
)
|
|
||||
Benefit obligation at end of year
|
361,986
|
|
|
330,342
|
|
|
42,680
|
|
|
41,444
|
|
|
||||
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
242,513
|
|
|
221,067
|
|
|
—
|
|
|
—
|
|
|
||||
Actual return on plan assets
|
23,709
|
|
|
29,768
|
|
|
—
|
|
|
—
|
|
|
||||
Employer contributions
|
60,000
|
|
|
5,000
|
|
|
—
|
|
|
—
|
|
|
||||
Expenses paid
|
(1,208
|
)
|
|
(1,262
|
)
|
|
—
|
|
|
—
|
|
|
||||
Benefits paid
|
(12,619
|
)
|
|
(12,060
|
)
|
|
—
|
|
|
—
|
|
|
||||
Fair value of plan assets at end of year
|
312,395
|
|
|
242,513
|
|
|
—
|
|
|
—
|
|
|
||||
Unfunded status
|
$
|
(49,591
|
)
|
|
$
|
(87,829
|
)
|
|
$
|
(42,680
|
)
|
|
$
|
(41,444
|
)
|
|
|
PENSION BENEFITS
|
|
|||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
||
Accumulated benefit obligation
|
$
|
330,193
|
|
|
$
|
292,529
|
|
|
PENSION BENEFITS
|
|
|
OTHER BENEFITS
|
|
||||||||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
||||
Net actuarial loss (gain) occurring during year
|
$
|
20,389
|
|
|
$
|
14,001
|
|
|
$
|
141
|
|
|
$
|
1,231
|
|
Net actuarial loss (gain) amortized during year
|
$
|
5,556
|
|
|
$
|
3,156
|
|
|
$
|
1,011
|
|
|
$
|
972
|
|
Transition obligation (asset) amortized during year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
20
|
|
Prior service cost (credit) amortized during year
|
$
|
(71
|
)
|
|
$
|
(71
|
)
|
|
$
|
(206
|
)
|
|
$
|
(2,021
|
)
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
|
|
|
PENSION BENEFITS
|
|
|
|
|
|
OTHER BENEFITS
|
|
||||||||||||
(THOUSANDS)
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
||||||
Net actuarial loss (gain)
|
$
|
7,750
|
|
|
$
|
133,186
|
|
|
$
|
118,353
|
|
|
$
|
876
|
|
(1)
|
$
|
12,620
|
|
|
$
|
13,491
|
|
Transition obligation (asset)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
55
|
|
|
$
|
76
|
|
Prior service cost (credit)
|
$
|
71
|
|
|
$
|
(630
|
)
|
|
$
|
(702
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(206
|
)
|
|
|
|
|
PENSION BENEFITS
|
|
|
|
|
|
OTHER BENEFITS
|
|
||||||||||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
||||||
Components of periodic benefit costs
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
8,390
|
|
|
$
|
7,451
|
|
|
$
|
7,010
|
|
|
$
|
1,532
|
|
|
$
|
1,511
|
|
|
$
|
1,414
|
|
Interest cost
|
17,629
|
|
|
17,145
|
|
|
16,454
|
|
|
1,818
|
|
|
1,965
|
|
|
2,140
|
|
||||||
Expected return on plan assets
|
(24,646
|
)
|
|
(20,229
|
)
|
|
(19,464
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortizations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Transition obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
20
|
|
|
20
|
|
||||||
Prior period service cost
|
(71
|
)
|
|
(71
|
)
|
|
(71
|
)
|
|
(206
|
)
|
|
(2,021
|
)
|
|
(2,065
|
)
|
||||||
Net loss
|
5,556
|
|
|
3,156
|
|
|
1,930
|
|
|
1,011
|
|
|
972
|
|
|
897
|
|
||||||
Net periodic benefit cost
|
$
|
6,858
|
|
|
$
|
7,452
|
|
|
$
|
5,859
|
|
|
$
|
4,175
|
|
|
$
|
2,447
|
|
|
$
|
2,406
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PENSION BENEFITS
|
|
|
OTHER BENEFITS
|
|
||||||
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
Weighted-average assumptions used to determine the benefit obligation as of December 31:
|
|
|
|
|
|
|
|
||||
Discount rate
|
5.08
|
%
|
|
5.43
|
%
|
|
4.51
|
%
|
|
4.61
|
%
|
Rate of compensation increase
|
3.415
|
%
|
|
4.265
|
%
|
|
N/A
|
|
|
N/A
|
|
|
|
PENSION BENEFITS
|
|
|
|
|
OTHER BENEFITS
|
|
|||||
|
2011
|
|
2010
|
|
2009
|
|
|
2011
|
|
2010
|
|
2009
|
|
Weighted-average assumptions used to determine the net benefit cost (income) for the year ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
5.43
|
%
|
5.91
|
%
|
6.01
|
%
|
|
4.61
|
%
|
5.29
|
%
|
6.27
|
%
|
Expected return on plan assets
|
7.80
|
%
|
7.80
|
%
|
7.80
|
%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Rate of compensation increase
|
4.119
|
%
|
4.265
|
%
|
4.447
|
%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
•
|
Level 1 – unadjusted quoted prices in active, liquid markets for the identical asset or liability,
|
•
|
Level 2 – quoted prices for similar assets and liabilities in active markets or other inputs that are observable for the asset or liability, including inputs that can be corroborated by observable market data, observable interest rate yield curves and volatilities, and
|
•
|
Level 3 – unobservable inputs based upon the entities own assumptions.
|
(THOUSANDS)
|
AT
DECEMBER 31, 2011
|
|
|
QUOTED PRICES
IN ACTIVE
MARKETS FOR
IDENTICAL ASSETS
(LEVEL 1)
|
|
|
SIGNIFICANT
OTHER
OBSERVABLE
INPUTS
(LEVEL 2)
|
|
|
SIGNIFICANT
UNOBSERVABLE
INPUTS
(LEVEL 3)
|
|
||||
Asset Description
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
7,775
|
|
|
$
|
—
|
|
|
$
|
7,775
|
|
|
$
|
—
|
|
Common stock
|
15,242
|
|
|
—
|
|
|
15,242
|
|
|
—
|
|
||||
Preferred stock
|
291
|
|
|
—
|
|
|
291
|
|
|
—
|
|
||||
Obligations of U.S. Government and U.S. Government Agencies
|
28,501
|
|
|
—
|
|
|
28,501
|
|
|
—
|
|
||||
Mutual funds
|
9,144
|
|
|
9,144
|
|
|
—
|
|
|
—
|
|
||||
Common/collective trust fund
|
94,677
|
|
|
—
|
|
|
94,677
|
|
|
—
|
|
||||
Real estate funds
|
16,349
|
|
|
—
|
|
|
—
|
|
|
16,349
|
|
||||
Hedge fund-of-funds
|
2,892
|
|
|
—
|
|
|
—
|
|
|
2,892
|
|
||||
Corporate debt
|
135,326
|
|
|
—
|
|
|
135,326
|
|
|
—
|
|
||||
Total
|
$
|
310,197
|
|
|
$
|
9,144
|
|
|
$
|
281,812
|
|
|
$
|
19,241
|
|
Interest accrual
|
2,198
|
|
|
Total net assets
|
$
|
312,395
|
|
(THOUSANDS)
|
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
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
6,512
|
|
|
$
|
—
|
|
|
$
|
6,512
|
|
|
$
|
—
|
|
Common stock
|
29,651
|
|
|
—
|
|
|
29,651
|
|
|
—
|
|
||||
Preferred stock
|
1,446
|
|
|
—
|
|
|
1,446
|
|
|
—
|
|
||||
Obligations of U.S. Government and U.S. Government Agencies
|
24,038
|
|
|
—
|
|
|
24,038
|
|
|
—
|
|
||||
Mutual funds
|
12,294
|
|
|
12,294
|
|
|
—
|
|
|
—
|
|
||||
Common/collective trust fund
|
113,529
|
|
|
—
|
|
|
113,529
|
|
|
—
|
|
||||
Real estate funds
|
14,568
|
|
|
—
|
|
|
—
|
|
|
14,568
|
|
||||
Hedge fund-of-funds
|
3,271
|
|
|
—
|
|
|
—
|
|
|
3,271
|
|
||||
Corporate debt
|
36,535
|
|
|
—
|
|
|
36,535
|
|
|
—
|
|
||||
Total
|
$
|
241,844
|
|
|
$
|
12,294
|
|
|
$
|
211,711
|
|
|
$
|
17,839
|
|
Interest accrual
|
669
|
|
|
Total net assets
|
$
|
242,513
|
|
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
(THOUSANDS)
|
REAL ESTATE
FUNDS
|
|
|
HEDGE FUND
OF FUNDS
|
|
|
TOTAL
|
|
|||
December 31, 2009
|
$
|
13,627
|
|
|
$
|
6,529
|
|
|
$
|
20,156
|
|
Realized loss
|
—
|
|
|
81
|
|
|
81
|
|
|||
Unrealized (loss) gain
|
612
|
|
|
168
|
|
|
780
|
|
|||
Purchases, issuances, and settlements, net
|
329
|
|
|
(3,507
|
)
|
|
(3,178
|
)
|
|||
Transfer out
|
—
|
|
|
—
|
|
|
—
|
|
|||
December 31, 2010
|
$
|
14,568
|
|
|
$
|
3,271
|
|
|
$
|
17,839
|
|
Realized gain
|
—
|
|
|
17
|
|
|
17
|
|
|||
Unrealized gain (loss)
|
1,454
|
|
|
77
|
|
|
1,531
|
|
|||
Purchases, issuances, and settlements, net
|
327
|
|
|
(473
|
)
|
|
(146
|
)
|
|||
Transfer out
|
—
|
|
|
—
|
|
|
—
|
|
|||
December 31, 2011
|
$
|
16,349
|
|
|
$
|
2,892
|
|
|
$
|
19,241
|
|
•
|
Exceed the assumed rate of return on plan assets,
|
•
|
Exceed the annualized total return of a customized index consisting of a mixture of Standard & Poor’s 500 Index; Russell 2500 Index, Morgan Stanley Capital International Europe, Australia, Far East Index;
|
•
|
Rank in the upper 50% of a universe of composite pension funds.
|
•
|
Equity holdings of a single company must not exceed 10% of the manager’s portfolio.
|
•
|
A minimum of 25 stocks should be owned.
|
•
|
Equity holdings in a single sector should not exceed the lesser of three times the sector’s weighting in the Standard & Poor’s 500 Index or 35% of the portfolio.
|
•
|
Equity holdings should represent at least 90% of the portfolio.
|
•
|
Marketable common stocks, preferred stocks convertible on common stocks, and fixed income securities convertible into common stocks are the only permissible equity investments.
|
•
|
Securities in foreign entities denominate in U.S. dollars are limited to 10%. Securities denominated in currencies other than U.S. dollars are not permitted.
|
•
|
The purchase of securities on margin and short sales is prohibited.
|
•
|
Equity holdings of a single company should not exceed 5% of the manager’s portfolio.
|
•
|
A minimum of 30 stocks should be owned.
|
•
|
Equity holdings in a single sector should not exceed 35%.
|
•
|
A minimum of 50% of the countries within the MSCI EAFE Index should be represented within the portfolio. The allocation to an individual country should not exceed the lesser of 30% or 5 times the country’s weighting within the MSCI EAFE Index.
|
•
|
The purchase of securities on margin and short sales is prohibited.
|
•
|
Currency hedging decisions are at the discretion of the investment manager.
|
•
|
Equity holdings in any single company should not exceed 10% of the manager’s portfolio.
|
•
|
A minimum of 30 individual stocks should be owned.
|
•
|
Equity holdings of a single industry should not exceed 25%.
|
•
|
Equity investments must represent at least 75% of the manager’s portfolio.
|
•
|
A minimum of three countries should be represented within the manager’s portfolio.
|
•
|
Liquid securities which are not readily marketable may represent no more than 10% of the manager’s portfolio.
|
•
|
The purchase of securities on margin and short sales is prohibited.
|
•
|
Currency hedging decisions are at the discretion of
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
•
|
Only U.S. Dollar denominated assets permitted, including U.S. government and agency securities, corporate securities, structured securities, other interest bearing securities, and short-term investments.
|
•
|
At least 85% of the debt securities should be investment grade securities (BBB- by Standard & Poor’s or Baa3 by Moody’s) or higher.
|
•
|
Debt holdings of a single issue or issuer must not exceed 5% of the manager’s portfolio.
|
•
|
Aggregate net notional exposure of futures, options, and swaps must not exceed 30% of the manager’s portfolio. Manager will only execute swaps with counterparties whose credit rating is A2/A or better.
|
•
|
Margin purchases or leverage is prohibited.
|
•
|
Permitted assets include U.S. government and agency securities, corporate securities, mortgage-backed securities, investment-grade private placements, surplus notes, trust preferred, e-caps, and hybrids, money-market securities, and senior and subordinated debt.
|
•
|
At least 90% of securities must be U.S. Dollar denominated.
|
•
|
At least 70% of the securities must be investment credit.
|
•
|
Maximum position size of 5% or A rated securities and 3% for BBB rated securities.
|
•
|
Real estate funds should be invested primarily in direct equity positions, with debt and other investments representing less than 25% of the fund.
|
•
|
Leverage should be no more than 70% of the market value of the fund.
|
•
|
Investments should be focused on existing income-producing properties, with land and development properties representing less than 40% of the fund.
|
•
|
The fund should be invested in a minimum of 20 individual partnerships.
|
•
|
No individual partnership should exceed 10% of the fund-of-funds.
|
•
|
The fund should be diversified across several different “styles” of partnerships, including event-driven strategies, fixed income arbitrage and trading, and other arbitrage strategies. The fund generally should not be invested in emerging markets, short-term only, traditional Commodity Trading Advisor’s or derivative-only strategies.
|
•
|
Debt portfolios and hedge fund-of-funds are exempt from the prohibition on derivative use.
|
•
|
Execution of target allocation rebalancing may be implemented through short to intermediate-term use of derivatives overlay strategies.
|
•
|
The notional value of derivative positions shall not exceed
20%
of the total pension fund’s value at any given time.
|
|
AT DECEMBER 31,
|
|
|||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
||
Components of other benefit costs:
|
|
|
|
||||
(Increase) reduction in interest cost
|
$
|
(24
|
)
|
|
$
|
(45
|
)
|
Reduction in net loss amortization
|
195
|
|
|
222
|
|
||
Reduction in prior period service cost amortization
|
50
|
|
|
397
|
|
||
Reduction in net other benefit cost
|
$
|
221
|
|
|
$
|
574
|
|
|
ONE-PERCENTAGE POINT
|
|
|||||
(THOUSANDS)
|
INCREASE
|
|
|
DECREASE
|
|
||
Effect on total of service and interest cost components
|
$
|
8
|
|
|
$
|
(90
|
)
|
Effect on postretirement benefit obligation
|
$
|
361
|
|
|
$
|
(285
|
)
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
(THOUSANDS)
|
PENSION BENEFITS
|
|
|
OTHER BENEFITS, GROSS
|
|
|
MEDICARE D, RECEIPTS
|
|
|||
2012
|
$
|
13,867
|
|
|
$
|
3,075
|
|
|
$
|
374
|
|
2013
|
$
|
14,681
|
|
|
$
|
3,254
|
|
|
$
|
—
|
|
2014
|
$
|
15,573
|
|
|
$
|
3,503
|
|
|
$
|
—
|
|
2015
|
$
|
16,459
|
|
|
$
|
3,732
|
|
|
$
|
—
|
|
2016
|
$
|
17,446
|
|
|
$
|
3,940
|
|
|
$
|
—
|
|
Next five years
|
$
|
105,623
|
|
|
$
|
20,591
|
|
|
$
|
—
|
|
|
SERP BENEFITS
|
|
|||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
||
Change in benefit obligation
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
42,160
|
|
|
$
|
37,227
|
|
Service cost
|
1,566
|
|
|
1,531
|
|
||
Interest cost
|
2,105
|
|
|
2,122
|
|
||
Actuarial loss
|
2,529
|
|
|
2,878
|
|
||
Benefits paid
|
(2,096
|
)
|
|
(1,598
|
)
|
||
Benefit obligation at end of year
|
$
|
46,264
|
|
|
$
|
42,160
|
|
|
SERP BENEFITS
|
|
|||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
||
Accumulated benefit obligation
|
$
|
42,410
|
|
|
$
|
38,337
|
|
|
SERP BENEFITS
|
|
|||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
||
Net actuarial loss occurring during year
|
$
|
2,529
|
|
|
$
|
2,878
|
|
Net actuarial loss amortized during year
|
$
|
940
|
|
|
$
|
925
|
|
Prior service cost amortized during year
|
$
|
54
|
|
|
$
|
54
|
|
|
|
|
SERP BENEFITS
|
|
|||||||
(THOUSANDS)
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Net actuarial loss
|
$
|
1,195
|
|
|
$
|
15,588
|
|
|
$
|
13,969
|
|
Prior service cost
|
$
|
54
|
|
|
$
|
334
|
|
|
$
|
387
|
|
|
|
|
SERP BENEFITS
|
|
|||||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
Components of periodic benefit costs:
|
|
|
|
|
|
||||||
Service cost
|
$
|
1,566
|
|
|
$
|
1,531
|
|
|
$
|
1,608
|
|
Interest cost
|
2,105
|
|
|
2,122
|
|
|
2,015
|
|
|||
Amortizations:
|
|
|
|
|
|
|
|
|
|||
Prior period service cost
|
54
|
|
|
54
|
|
|
54
|
|
|||
Net loss
|
940
|
|
|
925
|
|
|
777
|
|
|||
Net periodic benefit cost
|
$
|
4,665
|
|
|
$
|
4,632
|
|
|
$
|
4,454
|
|
|
SERP
|
|
|||
|
2011
|
|
|
2010
|
|
Weighted-average assumptions used to determine the benefit obligation as of December 31:
|
|
|
|
||
Discount rate
|
4.99
|
%
|
|
5.26
|
%
|
Rate of compensation increase
|
5.00
|
%
|
|
5.00
|
%
|
|
|
|
SERP
|
|
||||
|
2011
|
|
|
2010
|
|
|
2009
|
|
Weighted-average assumptions used to determine the net benefit cost (income) for the year ended December 31:
|
|
|
|
|
|
|||
Discount rate
|
5.26
|
%
|
|
5.78
|
%
|
|
6.15
|
%
|
Rate of compensation increase
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
(THOUSANDS)
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
NEXT FIVE
YEARS
|
|
SERP
|
2,185
|
|
|
2,490
|
|
|
2,505
|
|
|
2,713
|
|
|
2,878
|
|
|
15,756
|
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
|||||||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
401(k) Plan expense
|
$
|
3,917
|
|
|
$
|
3,709
|
|
|
$
|
3,751
|
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
|||||||||
(THOUSANDS, EXCEPT FOR %)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
Income before tax
|
$
|
298,745
|
|
|
$
|
397,889
|
|
|
$
|
115,886
|
|
Statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|||
Tax at federal statutory rate
|
$
|
104,561
|
|
|
$
|
139,261
|
|
|
$
|
40,560
|
|
Increase (decrease):
|
|
|
|
|
|
|
|
|
|||
Plant differences, including AFUDC flowthrough
|
(1,758
|
)
|
|
(7,757
|
)
|
|
(30,212
|
)
|
|||
Amortization of investment tax credits
|
(1,238
|
)
|
|
(1,285
|
)
|
|
(1,332
|
)
|
|||
State tax expense
|
2,155
|
|
|
11,897
|
|
|
4,763
|
|
|||
Audit settlement
|
10,782
|
|
|
—
|
|
|
—
|
|
|||
Other
|
(11,605
|
)
|
|
382
|
|
|
(4,200
|
)
|
|||
Total taxes
|
$
|
102,897
|
|
|
$
|
142,498
|
|
|
$
|
9,579
|
|
Effective Rate
|
34.4
|
%
|
|
35.8
|
%
|
|
8.3
|
%
|
|
AT DECEMBER 31,
|
|
|||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
||
Depreciation and property basis differences
|
$
|
(594,135
|
)
|
|
$
|
(527,014
|
)
|
Net operating loss
|
18,542
|
|
|
—
|
|
||
Fuel costs
|
(6,135
|
)
|
|
(6,500
|
)
|
||
Mark-to-market
|
—
|
|
|
1,845
|
|
||
Deferred carrying charges
|
11,327
|
|
|
26,567
|
|
||
SERP – other comprehensive income
|
16,621
|
|
|
6,274
|
|
||
Regulated operations regulatory liability
|
(83,965
|
)
|
|
(75,080
|
)
|
||
Postretirement benefits other than pension
|
(9,486
|
)
|
|
9,902
|
|
||
New markets tax credit
|
36,398
|
|
|
16,667
|
|
||
Other
|
(9,844
|
)
|
|
(1,766
|
)
|
||
Accumulated deferred federal and state income taxes
|
$
|
(620,677
|
)
|
|
$
|
(549,105
|
)
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
|||||||||
(THOUSANDS, EXCEPT FOR %)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
Income before tax
|
$
|
212,244
|
|
|
$
|
222,512
|
|
|
$
|
126,463
|
|
Statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|||
Tax at federal statutory rate
|
$
|
74,285
|
|
|
$
|
77,879
|
|
|
$
|
44,262
|
|
Increase (decrease):
|
|
|
|
|
|
|
|
|
|||
Plant differences, including AFUDC flowthrough
|
(1,758
|
)
|
|
(7,757
|
)
|
|
(30,212
|
)
|
|||
Amortization of investment tax credits
|
(1,238
|
)
|
|
(1,285
|
)
|
|
(1,332
|
)
|
|||
State tax expense
|
(853
|
)
|
|
5,798
|
|
|
5,131
|
|
|||
Other
|
(1,027
|
)
|
|
472
|
|
|
(2,552
|
)
|
|||
Total tax expense
|
$
|
69,409
|
|
|
$
|
75,107
|
|
|
$
|
15,297
|
|
Effective Rate
|
32.7
|
%
|
|
33.8
|
%
|
|
12.1
|
%
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
|||||||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
Current federal income tax expense
|
$
|
23,347
|
|
|
$
|
35,132
|
|
|
$
|
11,920
|
|
Deferred federal income tax expense
|
47,763
|
|
|
40,237
|
|
|
912
|
|
|||
Amortization of accumulated deferred investment tax credits
|
(1,238
|
)
|
|
(1,285
|
)
|
|
(1,332
|
)
|
|||
Total federal income tax expense
|
$
|
69,872
|
|
|
$
|
74,084
|
|
|
$
|
11,500
|
|
Current state income tax expense
|
1,691
|
|
|
6,704
|
|
|
1,480
|
|
|||
Deferred state income tax (benefit) expense
|
(2,154
|
)
|
|
(5,681
|
)
|
|
2,317
|
|
|||
Total state income tax (benefit) expense
|
$
|
(463
|
)
|
|
$
|
1,023
|
|
|
$
|
3,797
|
|
Total federal and state income taxes
|
$
|
69,409
|
|
|
$
|
75,107
|
|
|
$
|
15,297
|
|
Items charged or credited directly to shareholders’ equity
|
|
|
|
|
|
|
|
|
|||
Federal deferred
|
(8,580
|
)
|
|
2,532
|
|
|
(620
|
)
|
|||
State deferred
|
(1,386
|
)
|
|
409
|
|
|
(100
|
)
|
|||
Total tax benefit from items charged directly to shareholders’ equity
|
$
|
(9,966
|
)
|
|
$
|
2,941
|
|
|
$
|
(720
|
)
|
Total federal and state income tax expense
|
$
|
59,443
|
|
|
$
|
78,048
|
|
|
$
|
14,577
|
|
|
AT DECEMBER 31,
|
|
|||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
||
Depreciation and property basis differences
|
$
|
(592,634
|
)
|
|
$
|
(551,909
|
)
|
Net operating loss
|
16,390
|
|
|
—
|
|
||
Fuel costs
|
(6,125
|
)
|
|
(6,490
|
)
|
||
Mark-to-market
|
—
|
|
|
1,628
|
|
||
Deferred carrying charges
|
11,327
|
|
|
26,567
|
|
||
SERP - other comprehensive income
|
11,984
|
|
|
2,019
|
|
||
Regulated operations regulatory liability
|
(83,965
|
)
|
|
(75,080
|
)
|
||
Postretirement benefits other than pension
|
(22,461
|
)
|
|
(2,503
|
)
|
||
Other
|
9,478
|
|
|
7,005
|
|
||
Accumulated deferred federal and state income taxes
|
$
|
(656,006
|
)
|
|
$
|
(598,763
|
)
|
|
AT DECEMBER 31,
|
|
|||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
||
Interest payable
|
|
|
|
||||
Cleco Corporation
|
$
|
13,843
|
|
|
$
|
41,018
|
|
Cleco Power
|
$
|
17,327
|
|
|
$
|
15,211
|
|
Cleco
|
|
|
||
(THOUSANDS)
|
|
LIABILITY FOR UNRECOGNIZED
TAX BENEFITS
|
|
|
Balance at January 1, 2009
|
|
$
|
84,918
|
|
Reduction for tax positions of current period
|
|
(15,126
|
)
|
|
Additions for tax positions of prior years
|
|
59,443
|
|
|
Reduction for tax positions of prior years
|
|
—
|
|
|
Reduction for lapse of statute of limitations
|
|
—
|
|
|
Balance at December 31, 2009
|
|
$
|
129,235
|
|
Reduction for tax positions of current period
|
|
(5,738
|
)
|
|
Additions for tax positions of prior years
|
|
511
|
|
|
Reduction for tax positions of prior years
|
|
(6,146
|
)
|
|
Reduction for settlement with tax authority
|
|
(15,077
|
)
|
|
Reduction for lapse of statute of limitations
|
|
—
|
|
|
Balance at December 31, 2010
|
|
$
|
102,785
|
|
Reduction for tax positions of current period
|
|
(4,129
|
)
|
|
Additions for tax positions of prior years
|
|
11,031
|
|
|
Reduction for tax positions of prior years
|
|
(8,670
|
)
|
|
Reduction for settlement with tax authority
|
|
(44,782
|
)
|
|
Reduction for lapse of statute of limitations
|
|
—
|
|
|
Balance at December 31, 2011
|
|
$
|
56,235
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
Cleco Power
|
|
|
||
(THOUSANDS)
|
|
LIABILITY FOR UNRECOGNIZED
TAX BENEFITS
|
|
|
Balance at January 1, 2009
|
|
$
|
60,536
|
|
Reduction for tax positions of current period
|
|
(11,499
|
)
|
|
Additions for tax positions of prior years
|
|
35,323
|
|
|
Reduction for tax positions of prior years
|
|
—
|
|
|
Reduction for lapse of statute of limitations
|
|
—
|
|
|
Balance at December 31, 2009
|
|
$
|
84,360
|
|
Reduction for tax positions of current period
|
|
(2,202
|
)
|
|
Additions for tax positions of prior years
|
|
3
|
|
|
Reduction for tax positions of prior years
|
|
(6,109
|
)
|
|
Reduction for settlement with tax authority
|
|
(15,077
|
)
|
|
Reduction for lapse of statute of limitations
|
|
—
|
|
|
Balance at December 31, 2010
|
|
$
|
60,975
|
|
Reduction for tax positions of current period
|
|
(4,018
|
)
|
|
Additions for tax positions of prior years
|
|
4,271
|
|
|
Reduction for tax positions of prior years
|
|
(8,670
|
)
|
|
Reduction for settlement with tax authority
|
|
—
|
|
|
Reduction for lapse of statute of limitations
|
|
—
|
|
|
Balance at December 31, 2011
|
|
$
|
52,558
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
SEGMENT INFORMATION
|
|
|
|
|
|
|
|
|
|
||||||||||
2011 (THOUSANDS)
|
CLECO POWER
|
|
|
MIDSTREAM
|
|
|
RECONCILING
ITEMS
|
|
|
ELIMINATIONS
|
|
|
CONSOLIDATED
|
|
|||||
Revenue
|
|
|
|
|
|
|
|
|
|
||||||||||
Electric operations
|
$
|
1,051,956
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,051,956
|
|
Tolling operations
|
—
|
|
|
19,004
|
|
|
—
|
|
|
—
|
|
|
19,004
|
|
|||||
Other operations
|
50,948
|
|
|
9
|
|
|
2,011
|
|
|
(6
|
)
|
|
52,962
|
|
|||||
Electric customer credits
|
(6,811
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,811
|
)
|
|||||
Affiliate revenue
|
1,389
|
|
|
45
|
|
|
53,068
|
|
|
(54,300
|
)
|
|
202
|
|
|||||
Operating revenue, net
|
$
|
1,097,482
|
|
|
$
|
19,058
|
|
|
$
|
55,079
|
|
|
$
|
(54,306
|
)
|
|
$
|
1,117,313
|
|
Depreciation
|
$
|
112,846
|
|
|
$
|
5,872
|
|
|
$
|
1,072
|
|
|
$
|
—
|
|
|
$
|
119,790
|
|
Interest charges
|
$
|
97,090
|
|
|
$
|
(28,996
|
)
|
|
$
|
2,405
|
|
|
$
|
159
|
|
|
$
|
70,658
|
|
Interest income
|
$
|
630
|
|
|
$
|
25
|
|
|
$
|
77
|
|
|
$
|
159
|
|
|
$
|
891
|
|
Equity income (loss) from investees, before tax
|
$
|
—
|
|
|
$
|
62,053
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
62,050
|
|
Federal and state income tax expense (benefit)
|
$
|
69,409
|
|
|
$
|
44,637
|
|
|
$
|
(11,149
|
)
|
|
$
|
—
|
|
|
$
|
102,897
|
|
Segment profit
(1)
|
$
|
142,835
|
|
|
$
|
42,792
|
|
|
$
|
10,221
|
|
|
$
|
—
|
|
|
$
|
195,848
|
|
Additions to long-lived assets
|
$
|
201,980
|
|
|
$
|
8,437
|
|
|
$
|
1,278
|
|
|
$
|
—
|
|
|
$
|
211,695
|
|
Equity investment in investees
|
$
|
14,532
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
14,540
|
|
Total segment assets
|
$
|
3,726,471
|
|
|
$
|
233,666
|
|
|
$
|
201,074
|
|
|
$
|
(111,009
|
)
|
|
$
|
4,050,202
|
|
(1)
Reconciliation of segment profit to consolidated profit:
|
Segment profit
|
|
|
|
|
$
|
195,848
|
|
|
|
|
||||||||
|
Unallocated items:
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Preferred dividends requirements
|
|
26
|
|
|
|
|
||||||||||||
|
Preferred stock redemption costs
|
|
112
|
|
|
|
|
||||||||||||
|
Net income applicable to common stock
|
|
$
|
195,710
|
|
|
|
|
2010 (THOUSANDS)
|
CLECO POWER
|
|
|
MIDSTREAM
|
|
|
RECONCILING
ITEMS
|
|
|
ELIMINATIONS
|
|
|
CONSOLIDATED
|
|
|||||
Revenue
|
|
|
|
|
|
|
|
|
|
||||||||||
Electric operations
|
$
|
1,086,102
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,086,102
|
|
Tolling operations
|
—
|
|
|
26,067
|
|
|
—
|
|
|
—
|
|
|
26,067
|
|
|||||
Other operations
|
42,578
|
|
|
3
|
|
|
1,959
|
|
|
(11
|
)
|
|
44,529
|
|
|||||
Electric customer credits
|
(9,596
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,596
|
)
|
|||||
Affiliate revenue
|
1,371
|
|
|
960
|
|
|
47,924
|
|
|
(48,691
|
)
|
|
1,564
|
|
|||||
Operating revenue, net
|
$
|
1,120,455
|
|
|
$
|
27,030
|
|
|
$
|
49,883
|
|
|
$
|
(48,702
|
)
|
|
$
|
1,148,666
|
|
Depreciation
|
$
|
105,586
|
|
|
$
|
5,779
|
|
|
$
|
838
|
|
|
$
|
—
|
|
|
$
|
112,203
|
|
Interest charges
|
$
|
78,731
|
|
|
$
|
7,140
|
|
|
$
|
10,551
|
|
|
$
|
(646
|
)
|
|
$
|
95,776
|
|
Interest income
|
$
|
379
|
|
|
$
|
—
|
|
|
$
|
675
|
|
|
$
|
(645
|
)
|
|
$
|
409
|
|
Equity income from investees, before tax
|
$
|
—
|
|
|
$
|
38,848
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
38,849
|
|
Gain on toll settlement
|
$
|
—
|
|
|
$
|
148,402
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
148,402
|
|
Federal and state income tax expense (benefit)
|
$
|
75,107
|
|
|
$
|
71,255
|
|
|
$
|
(3,864
|
)
|
|
$
|
—
|
|
|
$
|
142,498
|
|
Segment profit (loss)
(1)
|
$
|
147,405
|
|
|
$
|
114,467
|
|
|
$
|
(6,480
|
)
|
|
$
|
(1
|
)
|
|
$
|
255,391
|
|
Additions to long-lived assets
|
$
|
449,052
|
|
|
$
|
2,113
|
|
|
$
|
2,056
|
|
|
$
|
—
|
|
|
$
|
453,221
|
|
Equity investment in investees
|
$
|
13,073
|
|
|
$
|
73,648
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
86,732
|
|
Total segment assets
|
$
|
3,795,205
|
|
|
$
|
316,165
|
|
|
$
|
401,663
|
|
|
$
|
(351,623
|
)
|
|
$
|
4,161,410
|
|
(1)
Reconciliation of segment profit to consolidated profit:
|
Segment profit
|
|
|
|
|
$
|
255,391
|
|
|
|
|
||||||||
|
Unallocated items:
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Preferred dividends requirements
|
|
46
|
|
|
|
|
||||||||||||
|
Net income applicable to common stock
|
|
$
|
255,345
|
|
|
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
2009 (THOUSANDS)
|
CLECO POWER
|
|
|
MIDSTREAM
|
|
|
RECONCILING
ITEMS
|
|
|
ELIMINATIONS
|
|
|
CONSOLIDATED
|
|
|||||
Revenue
|
|
|
|
|
|
|
|
|
|
||||||||||
Electric operations
|
$
|
808,646
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
808,646
|
|
Other operations
|
33,558
|
|
|
1
|
|
|
102
|
|
|
(10
|
)
|
|
33,651
|
|
|||||
Affiliate revenue
|
1,395
|
|
|
8,748
|
|
|
46,308
|
|
|
(44,990
|
)
|
|
11,461
|
|
|||||
Operating revenue, net
|
$
|
843,599
|
|
|
$
|
8,749
|
|
|
$
|
46,410
|
|
|
$
|
(45,000
|
)
|
|
$
|
853,758
|
|
Depreciation
|
$
|
77,064
|
|
|
$
|
177
|
|
|
$
|
963
|
|
|
$
|
—
|
|
|
$
|
78,204
|
|
Interest charges
|
$
|
58,562
|
|
|
$
|
7,408
|
|
|
$
|
(9,717
|
)
|
|
$
|
(5,198
|
)
|
|
$
|
51,055
|
|
Interest income
|
$
|
1,449
|
|
|
$
|
—
|
|
|
$
|
5,261
|
|
|
$
|
(5,198
|
)
|
|
$
|
1,512
|
|
Equity (loss) income from investees, before tax
|
$
|
—
|
|
|
$
|
(19,339
|
)
|
|
$
|
1,916
|
|
|
$
|
—
|
|
|
$
|
(17,423
|
)
|
Federal and state income tax expense (benefit)
|
$
|
15,297
|
|
|
$
|
(11,027
|
)
|
|
$
|
5,309
|
|
|
$
|
—
|
|
|
$
|
9,579
|
|
Segment profit (loss)
(1)
|
$
|
111,166
|
|
|
$
|
(17,730
|
)
|
|
$
|
12,871
|
|
|
$
|
—
|
|
|
$
|
106,307
|
|
Additions to long-lived assets
|
$
|
235,385
|
|
|
$
|
55
|
|
|
$
|
980
|
|
|
$
|
—
|
|
|
$
|
236,420
|
|
Equity investment in investees
|
$
|
12,873
|
|
|
$
|
223,652
|
|
|
$
|
15,093
|
|
|
$
|
(1
|
)
|
|
$
|
251,617
|
|
Total segment assets
|
$
|
3,363,962
|
|
|
$
|
270,713
|
|
|
$
|
383,058
|
|
|
$
|
(322,886
|
)
|
|
$
|
3,694,847
|
|
(1)
Reconciliation of segment profit to consolidated profit:
|
Segment profit
|
|
|
|
|
$
|
106,307
|
|
|
|
|
||||||||
|
Unallocated items:
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Preferred dividends requirements
|
|
46
|
|
|
|
|
||||||||||||
|
Net income applicable to common stock
|
|
$
|
106,261
|
|
|
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
(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 YEAR ENDED DECEMBER 31, 2009
|
|
|||
Operating revenue
|
|
|
$
|
59,852
|
|
Operating expenses
|
|
|
27,721
|
|
|
Depreciation
|
|
|
5,535
|
|
|
Interest charges
|
|
|
28,675
|
|
|
Other expense
|
|
|
(17
|
)
|
|
Loss before taxes
|
|
|
$
|
(2,096
|
)
|
(THOUSANDS)
|
FOR THE YEAR ENDED DECEMBER 31, 2009
|
|
|||
Operating revenue
|
|
|
$
|
1,959
|
|
Operating expense
|
|
|
586
|
|
|
Other income
|
|
|
34
|
|
|
Interest income
|
|
|
501
|
|
|
Income before taxes
|
|
|
$
|
1,908
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
|||||||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
Cajun
|
$
|
62,053
|
|
|
$
|
38,848
|
|
|
$
|
(17,243
|
)
|
Evangeline
|
—
|
|
|
—
|
|
|
(2,096
|
)
|
|||
Other subsidiaries 100% owned by Cleco Corporation
|
—
|
|
|
—
|
|
|
1,908
|
|
|||
Subsidiaries less than 100% owned by Innovations LLC
|
(3
|
)
|
|
1
|
|
|
8
|
|
|||
Total equity income (loss)
|
$
|
62,050
|
|
|
$
|
38,849
|
|
|
$
|
(17,423
|
)
|
|
AT DECEMBER 31,
|
|
|||||
INCEPTION TO DATE (THOUSANDS)
|
2011
|
|
|
2010
|
|
||
Purchase price
|
$
|
12,873
|
|
|
$
|
12,873
|
|
Cash contributions
|
1,659
|
|
|
200
|
|
||
Total equity investment in investee
|
$
|
14,532
|
|
|
$
|
13,073
|
|
|
AT DECEMBER 31,
|
|
|||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
||
Oxbow’s net assets/liabilities
|
$
|
29,065
|
|
|
$
|
26,146
|
|
Cleco Power’s 50% equity
|
$
|
14,532
|
|
|
$
|
13,073
|
|
Cleco’s maximum exposure to loss
|
$
|
14,532
|
|
|
$
|
13,073
|
|
|
AT DECEMBER 31,
|
|
|||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
||
Current assets
|
$
|
1,711
|
|
|
$
|
583
|
|
Property, plant, and equipment, net
|
23,339
|
|
|
23,597
|
|
||
Other assets
|
4,128
|
|
|
2,141
|
|
||
Total assets
|
$
|
29,178
|
|
|
$
|
26,321
|
|
Current liabilities
|
$
|
40
|
|
|
$
|
175
|
|
Other liabilities
|
73
|
|
|
—
|
|
||
Partners’ capital
|
29,065
|
|
|
26,146
|
|
||
Total liabilities and partners’ capital
|
$
|
29,178
|
|
|
$
|
26,321
|
|
|
|
|
|
YEAR ENDING DECEMBER 31,
|
|
||||||
(THOUSANDS)
|
CLECO
|
|
|
CLECO
POWER
|
|
|
TOTAL
|
|
|||
2012
|
$
|
24
|
|
|
$
|
12,412
|
|
|
$
|
12,436
|
|
2013
|
4
|
|
|
12,540
|
|
|
12,544
|
|
|||
2014
|
5
|
|
|
4,048
|
|
|
4,053
|
|
|||
2015
|
—
|
|
|
3,900
|
|
|
3,900
|
|
|||
2016
|
—
|
|
|
3,325
|
|
|
3,325
|
|
|||
Thereafter
|
—
|
|
|
16,836
|
|
|
16,836
|
|
|||
Total operating lease payments
|
$
|
33
|
|
|
$
|
53,061
|
|
|
$
|
53,094
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
|
|
|
AT DECEMBER 31, 2011
|
|
||||||
(THOUSANDS)
|
FACE
AMOUNT
|
|
|
REDUCTIONS
|
|
|
NET
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
|
|
|
|
|
|
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
•
|
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.
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
|
|
|
|
|
|
AT DECEMBER 31, 2011
|
|
|||||||||||
|
|
|
AMOUNT OF COMMITMENT EXPIRATION PER PERIOD
|
|
|||||||||||||||
(THOUSANDS)
|
NET
AMOUNT
COMMITTED
|
|
|
LESS THAN
ONE YEAR
|
|
|
1-3 YEARS
|
|
|
3-5 YEARS
|
|
|
MORE
THAN
5 YEARS
|
|
|||||
Off-balance sheet commitments
|
$
|
4,225
|
|
|
$
|
3,725
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
500
|
|
On-balance sheet guarantees
|
33,363
|
|
|
—
|
|
|
29,357
|
|
|
—
|
|
|
4,006
|
|
|||||
Total
|
$
|
37,588
|
|
|
$
|
3,725
|
|
|
$
|
29,357
|
|
|
$
|
—
|
|
|
$
|
4,506
|
|
|
|
|
|
|
|
|
|
|
|
YEAR ENDING DECEMBER 31,
|
|
(THOUSANDS)
|
|
|
2012
|
|
$
|
85,057
|
|
2013
|
|
70,240
|
|
|
2014
|
|
47,670
|
|
|
2015
|
|
21,300
|
|
|
2016
|
|
21,639
|
|
|
Total long-term purchase obligations
|
|
$
|
245,906
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
(THOUSANDS)
|
|
CONTRIBUTION
|
|
|
2012
|
|
$
|
76,629
|
|
2013
|
|
36,225
|
|
|
2014
|
|
22,927
|
|
|
2015
|
|
21,904
|
|
|
2016
|
|
7,584
|
|
|
Thereafter
|
|
13,224
|
|
|
Total
|
|
$
|
178,493
|
|
|
|
AT DECEMBER 31,
|
|
|||||
CLASSES OF PROPERTY (THOUSANDS)
|
|
2011
|
|
|
2010
|
|
||
Barges
|
|
$
|
22,050
|
|
|
$
|
22,050
|
|
Less: accumulated amortization
|
|
6,567
|
|
|
4,362
|
|
||
Net capital leases
|
|
$
|
15,483
|
|
|
$
|
17,688
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
(THOUSANDS)
|
FOR THE YEAR ENDED DECEMBER 31, 2009
|
|
||
Support Group
|
|
|
||
Other operations
|
|
$
|
2,417
|
|
Maintenance
|
|
$
|
38
|
|
Taxes other than income taxes
|
|
$
|
(18
|
)
|
Other expenses
|
|
$
|
17
|
|
Cleco Power
|
|
|
|
|
Other operations
|
|
$
|
29
|
|
Maintenance
|
|
$
|
30
|
|
Generation Services
|
|
|
|
|
Other operations
|
|
$
|
3,365
|
|
Maintenance
|
|
$
|
4,157
|
|
CLE Intrastate
|
|
|
|
|
Fuel purchased
|
|
$
|
917
|
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
|||||||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
Evangeline
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,999
|
|
Perryville
|
—
|
|
|
—
|
|
|
81
|
|
|||
Attala
|
—
|
|
|
—
|
|
|
3
|
|
|||
Acadia
|
202
|
|
|
1,564
|
|
|
5,378
|
|
|||
Total
|
$
|
202
|
|
|
$
|
1,564
|
|
|
$
|
11,461
|
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
|||||||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
Support Group
|
|
|
|
|
|
||||||
Other operations
|
$
|
43,124
|
|
|
$
|
39,633
|
|
|
$
|
36,593
|
|
Maintenance
|
$
|
1,625
|
|
|
$
|
1,650
|
|
|
$
|
1,916
|
|
Taxes other than income taxes
|
$
|
(1
|
)
|
|
$
|
(5
|
)
|
|
$
|
(199
|
)
|
Other expenses
|
$
|
1,244
|
|
|
$
|
1,050
|
|
|
$
|
1,080
|
|
Evangeline
|
|
|
|
|
|
||||||
Other expenses
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Diversified Lands
|
|
|
|
|
|
|
|
|
|||
Other expenses
|
$
|
82
|
|
|
$
|
19
|
|
|
$
|
4
|
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
|||||||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
Support Group
|
$
|
1,349
|
|
|
$
|
1,332
|
|
|
$
|
1,352
|
|
Midstream
|
$
|
14
|
|
|
$
|
13
|
|
|
$
|
20
|
|
Evangeline
|
$
|
26
|
|
|
$
|
26
|
|
|
$
|
22
|
|
Acadia
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Total
|
$
|
1,389
|
|
|
$
|
1,371
|
|
|
$
|
1,395
|
|
|
|
|
|
|
|
|
AT DECEMBER 31,
|
|
|||||||
|
|
|
|
2011
|
|
|
|
|
|
2010
|
|
||||
(THOUSANDS)
|
ACCOUNTS
RECEIVABLE
|
|
|
ACCOUNTS
PAYABLE
|
|
|
ACCOUNTS
RECEIVABLE
|
|
|
ACCOUNTS
PAYABLE
|
|
||||
Cleco Corporation
|
$
|
18
|
|
|
$
|
827
|
|
|
$
|
348
|
|
|
$
|
1,145
|
|
Support Group
|
2,207
|
|
|
8,066
|
|
|
1,536
|
|
|
6,646
|
|
||||
Midstream
|
24
|
|
|
5
|
|
|
5
|
|
|
2
|
|
||||
Evangeline
|
12
|
|
|
214
|
|
|
3
|
|
|
—
|
|
||||
Generation Services
|
—
|
|
|
—
|
|
|
18
|
|
|
2
|
|
||||
Diversified Lands
|
20
|
|
|
3
|
|
|
14
|
|
|
—
|
|
||||
Acadia
|
124
|
|
|
196
|
|
|
810
|
|
|
150
|
|
||||
Others
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Total
|
$
|
2,405
|
|
|
$
|
9,311
|
|
|
$
|
2,738
|
|
|
$
|
7,945
|
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
||||
(THOUSANDS)
|
2011
|
|
2010
|
|
||
Support Group
|
$
|
1,844
|
|
$
|
1,678
|
|
Generation Services
|
220
|
|
220
|
|
||
Midstream
|
37
|
|
25
|
|
||
Total
|
$
|
2,101
|
|
$
|
1,923
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
AT DECEMBER 31,
|
|
|||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
||
Gross carrying amount
|
$
|
177,537
|
|
|
$
|
177,537
|
|
Accumulated amortization
|
43,942
|
|
|
32,163
|
|
||
Intangible asset
|
$
|
133,595
|
|
|
$
|
145,374
|
|
(THOUSANDS)
|
|
|
||
Expected amortization expense
|
|
|
||
For the year ending December 31, 2012
|
|
$
|
13,167
|
|
For the year ending December 31, 2013
|
|
$
|
14,026
|
|
For the year ending December 31, 2014
|
|
$
|
14,931
|
|
For the year ending December 31, 2015
|
|
$
|
15,876
|
|
For the year ending December 31, 2016
|
|
$
|
16,864
|
|
After 2016
|
|
$
|
58,731
|
|
•
|
the tolling agreement was a market-based tolling agreement, for Coughlin Units 6 and 7, ending on December 31, 2011, with an option for JPMVEC to extend the term through December 31, 2012. The agreement also gave 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 canceled, 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 CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
•
|
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
|
•
|
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
|
|
|
|
|
|
|
|
||||||||
(THOUSANDS)
|
(LOSS) GAIN AND PRIOR SERVICE COST
|
|
|
NET LOSS ARISING
DURING PERIOD |
|
|
NET GAIN (LOSS) ON CASH FLOW HEDGES
|
|
|
TOTAL ACCUMULATED OTHER
COMPREHENSIVE LOSS |
|
||||
Balances, December 31, 2009
|
$
|
(9,794
|
)
|
|
$
|
(3,602
|
)
|
|
$
|
2,105
|
|
|
$
|
(11,291
|
)
|
Current-period change
|
(31
|
)
|
|
(4,241
|
)
|
|
3,925
|
|
|
(347
|
)
|
||||
Balances, December 31, 2010
|
$
|
(9,825
|
)
|
|
$
|
(7,843
|
)
|
|
$
|
6,030
|
|
|
$
|
(11,638
|
)
|
Current-period change
|
$
|
1,213
|
|
|
$
|
(1,721
|
)
|
|
$
|
(15,993
|
)
|
|
$
|
(16,501
|
)
|
Balances, December 31, 2011
|
$
|
(8,612
|
)
|
|
$
|
(9,564
|
)
|
|
$
|
(9,963
|
)
|
|
$
|
(28,139
|
)
|
Cleco Power
|
|
|
|
|
|
|
|
||||||||
(THOUSANDS)
|
(LOSS) GAIN AND PRIOR SERVICE COST
|
|
|
NET LOSS ARISING
DURING PERIOD |
|
|
NET GAIN (LOSS) ON CASH FLOW HEDGES
|
|
|
TOTAL ACCUMULATED OTHER
COMPREHENSIVE (LOSS) GAIN |
|
||||
Balances, December 31, 2009
|
$
|
(5,698
|
)
|
|
$
|
(2,078
|
)
|
|
$
|
2,105
|
|
|
$
|
(5,671
|
)
|
Current-period change
|
(381
|
)
|
|
(2,607
|
)
|
|
3,925
|
|
|
937
|
|
||||
Balances, December 31, 2010
|
$
|
(6,079
|
)
|
|
$
|
(4,685
|
)
|
|
$
|
6,030
|
|
|
$
|
(4,734
|
)
|
Current-period change
|
$
|
692
|
|
|
$
|
(595
|
)
|
|
$
|
(15,993
|
)
|
|
$
|
(15,896
|
)
|
Balances, December 31, 2011
|
$
|
(5,387
|
)
|
|
$
|
(5,280
|
)
|
|
$
|
(9,963
|
)
|
|
$
|
(20,630
|
)
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
|
|
|
|
|
|
|
|
|
2011
|
|
||||
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)
|
1ST
QUARTER
|
|
|
2ND
QUARTER
|
|
|
3RD
QUARTER
|
|
|
4TH
QUARTER
|
|
||||
Operating revenue, net
|
$
|
253,690
|
|
|
$
|
272,923
|
|
|
$
|
351,581
|
|
|
$
|
239,119
|
|
Operating income
|
$
|
65,234
|
|
|
$
|
70,295
|
|
|
$
|
116,180
|
|
|
$
|
49,326
|
|
Net income applicable to common stock
|
$
|
29,004
|
|
|
$
|
70,221
|
|
|
$
|
65,842
|
|
|
$
|
30,643
|
|
Basic net income per average share
|
$
|
0.48
|
|
|
$
|
1.16
|
|
|
$
|
1.09
|
|
|
$
|
0.51
|
|
Diluted net income per average common share
|
$
|
0.48
|
|
|
$
|
1.15
|
|
|
$
|
1.08
|
|
|
$
|
0.51
|
|
Dividends paid per common share
|
$
|
0.25
|
|
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
0.3125
|
|
Market sales price per share
|
|
|
|
|
|
|
|
|
|
|
|
||||
High
|
$
|
34.51
|
|
|
$
|
35.66
|
|
|
$
|
36.14
|
|
|
$
|
38.31
|
|
Low
|
$
|
30.56
|
|
|
$
|
33.68
|
|
|
$
|
30.06
|
|
|
$
|
32.36
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
||||
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)
|
1ST
QUARTER
|
|
|
2ND
QUARTER
|
|
|
3RD
QUARTER
|
|
|
4TH
QUARTER
|
|
||||
Operating revenue, net
|
$
|
272,287
|
|
|
$
|
275,903
|
|
|
$
|
343,892
|
|
|
$
|
256,584
|
|
Operating income
|
$
|
55,901
|
|
|
$
|
80,094
|
|
|
$
|
99,987
|
|
|
$
|
59,359
|
|
Net income applicable to common stock
|
$
|
149,958
|
|
|
$
|
35,174
|
|
|
$
|
49,600
|
|
|
$
|
20,613
|
|
Basic net income per average share
|
$
|
2.49
|
|
|
$
|
0.58
|
|
|
$
|
0.82
|
|
|
$
|
0.34
|
|
Diluted net income per average common share
|
$
|
2.48
|
|
|
$
|
0.58
|
|
|
$
|
0.82
|
|
|
$
|
0.34
|
|
Dividends paid per common share
|
$
|
0.225
|
|
|
$
|
0.250
|
|
|
$
|
0.250
|
|
|
$
|
0.250
|
|
Market sales price per share
|
|
|
|
|
|
|
|
|
|
|
|
||||
High
|
$
|
27.67
|
|
|
$
|
28.28
|
|
|
$
|
30.00
|
|
|
$
|
31.76
|
|
Low
|
$
|
24.32
|
|
|
$
|
24.91
|
|
|
$
|
25.95
|
|
|
$
|
29.59
|
|
|
|
|
|
|
|
|
|
|
|
2011
|
|
||||
(THOUSANDS)
|
1ST
QUARTER
|
|
|
2ND
QUARTER
|
|
|
3RD
QUARTER
|
|
|
4TH
QUARTER
|
|
||||
Operating revenue, net
|
$
|
250,623
|
|
|
$
|
268,464
|
|
|
$
|
342,296
|
|
|
$
|
236,099
|
|
Operating income
|
$
|
67,819
|
|
|
$
|
75,548
|
|
|
$
|
110,175
|
|
|
$
|
53,638
|
|
Net income
|
$
|
30,030
|
|
|
$
|
35,694
|
|
|
$
|
53,833
|
|
|
$
|
23,278
|
|
Distribution to Cleco Corporation (as sole member)
|
$
|
30,000
|
|
|
$
|
25,000
|
|
|
$
|
25,000
|
|
|
$
|
50,000
|
|
|
|
|
|
|
|
|
2010
|
|
|||||||
(THOUSANDS)
|
1ST
QUARTER
|
|
|
2ND
QUARTER
|
|
|
3RD
QUARTER
|
|
|
4TH
QUARTER
|
|
||||
Operating revenue, net
|
$
|
263,527
|
|
|
$
|
271,200
|
|
|
$
|
332,477
|
|
|
$
|
253,251
|
|
Operating income
|
$
|
53,869
|
|
|
$
|
81,308
|
|
|
$
|
94,989
|
|
|
$
|
62,484
|
|
Net income
|
$
|
32,160
|
|
|
$
|
39,089
|
|
|
$
|
52,335
|
|
|
$
|
23,821
|
|
Distribution to Cleco Corporation (as sole member)
|
$
|
25,000
|
|
|
$
|
50,000
|
|
|
$
|
50,000
|
|
|
$
|
25,000
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE OF THE REGISTRANTS
|
PLAN CATEGORY
|
|
NUMBER OF
SECURITIES TO BE
ISSUED UPON EXERCISE
OF OUTSTANDING
OPTIONS, WARRANTS
OR RIGHTS
|
|
|
WEIGHTED-AVERAGE
EXERCISE PRICE OF
OUTSTANDING
OPTIONS,
WARRANTS
AND RIGHTS
|
|
|
NUMBER OF
SECURITIES REMAINING
AVAILABLE FOR FUTURE
ISSUANCE UNDER
EQUITY COMPENSATION
PLANS (EXCLUDING
SECURITIES REFLECTED
IN COLUMN (a))
|
|
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
|
Equity compensation plans approved by security holders
|
|
|
|
|
|
|
|
|
|
|
|
Employee Stock Purchase Plan
|
|
2,395
|
|
(1)
|
$
|
36.20
|
|
|
432,756
|
|
|
Long-term incentive compensation plans
|
|
94,070
|
|
|
$
|
21.12
|
|
|
1,728,489
|
|
(2)
|
Total
|
|
96,465
|
|
|
$
|
21.49
|
|
|
2,161,245
|
|
|
(1)
The number of options in column (a) for the Employee Stock Purchase Plan represents the number of options granted at December 31, 2011, based on employee withholdings and the option grant calculation under the plan.
|
|||||||||||
(2)
Stock options and restricted stock may be issued pursuant to the 2010 LTICP. This plan requires the number of securities available to be issued to be reduced by the number of options and the number of restricted shares previously awarded, net of forfeitures. At December 31, 2011, there were 375,446 shares of restricted stock awarded, net of forfeitures, pursuant to the 2010 LTICP. New options or restricted stock cannot be issued pursuant to the 2000 LTICP, which expired on December 31, 2009. However, stock options issued prior to December 31, 2009 under the 2000 LTICP remain outstanding until they expire.
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
|
FORM 10-K
ANNUAL
REPORT
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
||
|
||
|
||
|
||
|
||
|
|
|
|
||
|
||
|
Financial Statement Schedules other than those shown in the above index are omitted because they are either not required or are not applicable or the required information is shown in the Consolidated Financial Statements and Notes thereto
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO
|
SEC FILE OR
REGISTRATION
NUMBER
|
REGISTRATION
STATEMENT OR
REPORT
|
EXHIBIT
NUMBER
|
||
|
3(a)(1)
|
Amended and Restated Articles of Incorporation of the Company, dated November 2, 2010
|
1-15759
|
8-K(11/2/10)
|
3.1
|
|
3(b)(1)
|
Bylaws of Cleco Corporation, revised effective October 29, 2011
|
1-15759
|
10-Q(9/11)
|
3.1
|
|
4(a)(1)
|
Indenture of Mortgage dated as of July 1, 1950, between Cleco Power (as successor) and First National Bank of New Orleans, as Trustee
|
1-5663
|
10-K(1997)
|
4(a)(1)
|
|
4(a)(2)
|
Eighteenth Supplemental Indenture dated as of December 1, 1982, to Exhibit 4(a)(1)
|
1-5663
|
10-K(1993)
|
4(a)(8)
|
|
4(a)(3)
|
Nineteenth Supplemental Indenture dated as of January 1, 1983, to Exhibit 4(a)(1)
|
1-5663
|
10-K(1993)
|
4(a)(9)
|
|
4(a)(4)
|
Twenty-Sixth Supplemental Indenture dated as of March 15, 1990, to Exhibit 4(a)(1)
|
1-5663
|
8-K(3/90)
|
4(a)(27)
|
|
4(b)(1)
|
Indenture between Cleco Power (as successor) and Bankers Trust Company, as Trustee, dated as of October 1, 1988
|
33-24896
|
S-3(10/11/88)
|
4(b)
|
|
4(b)(2)
|
Agreement Appointing Successor Trustee dated as of April 1, 1996, by and among Central Louisiana Electric Company, Inc., Bankers Trust Company, and The Bank of New York
|
333-02895
|
S-3(4/29/96)
|
4(a)(2)
|
|
4(b)(3)
|
First Supplemental Indenture, dated as of December 1, 2000, between Cleco Utility Group Inc. and the Bank of New York
|
333-52540
|
S-3/A(1/26/01)
|
4(a)(2)
|
|
4(b)(4)
|
Second Supplemental Indenture, dated as of January 1, 2001, between Cleco Power LLC and The Bank of New York
|
333-52540
|
S-3/A(1/26/01)
|
4(a)(3)
|
|
4(b)(5)
|
Third Supplemental Indenture, dated as of April 26, 2001, between Cleco Power LLC and the Bank of New York
|
1-5663
|
8-K(4/26/01)
|
4(a)
|
|
4(b)(6)
|
Sixth Supplemental Indenture providing for the issuance of $75,000,000 principal amount of 5.375% Notes due May 1, 2013
|
1-5663
|
8-K(4/28/03)
|
4.1
|
|
4(b)(7)
|
Seventh Supplemental Indenture, dated as of July 6, 2005, between Cleco Power LLC and the Bank of New York Trust Company, N.A.
|
1-5663
|
8-K(7/6/05)
|
4.1
|
|
4(b)(8)
|
Eighth Supplemental Indenture, dated as of November 30, 2005, between Cleco Power LLC and the Bank of New York Trust Company, N.A.
|
1-5663
|
8-K(11/28/05)
|
4.1
|
|
4(b)(9)
|
Ninth Supplemental Indenture, dated as of June 3, 2008, between Cleco Power LLC and The Bank of New York Trust Company, N.A.
|
1-5663
|
8-K(6/2/08)
|
4.1
|
|
4(b)(10)
|
Tenth Supplemental Indenture, dated as of November 13, 2009, between Cleco Power LLC and The Bank of New York Trust Company, N.A. (as successor trustee)
|
1-5663
|
8-K(11/12/09)
|
4.1
|
|
4(b)(11)
|
Eleventh Supplemental Indenture, dated as of November 15, 2010, between Cleco Power LLC and The Bank of New York Mellon Trust Company, N.A. (as successor trustee)
|
1-5663
|
8-K(11/15/10)
|
4.1
|
|
4(c)
|
Agreement Under Regulation S-K Item 601(b)(4)(iii)(A)
|
1-5663
|
10-Q(9/99)
|
4(c)
|
**
|
10(a)(1)
|
2000 Long-Term Incentive Compensation Plan
|
333-71643-01
|
2000 Proxy
Statement(3/00)
|
A
|
**
|
10(a)(2)
|
2000 Long-Term Incentive Compensation Plan, Amendment Number 1, Effective as of December 12, 2003
|
1-15759
|
10-Q(3/05)
|
10(a)
|
**
|
10(a)(3)
|
2000 Long-Term Incentive Compensation Plan, Amendment Number 2, Effective as of July 23, 2004
|
1-15759
|
10-Q(9/04)
|
10(a)
|
**
|
10(a)(4)
|
2000 Long-Term Incentive Compensation Plan, Amendment Number 3, Dated as of January 28, 2005
|
1-15759
|
10-Q(3/05)
|
10(b)
|
**
|
10(a)(5)
|
2000 Long-Term Incentive Compensation Plan, Amendment Number 4, Dated as of November 4, 2008
|
1-15759
|
10-K(2008)
|
10(a)(6)
|
**
|
10(a)(6)
|
2000 Long-Term Incentive Compensation Plan, Amendment Number 5, Dated as of December 8, 2008
|
1-15759
|
8-K(12/9/08)
|
10.1
|
**
|
10(a)(7)
|
2000 Long-Term Incentive Compensation Plan, Administrative Procedure No. 1
|
1-15759
|
10-K(2005)
|
10(a)(6)
|
**
|
10(a)(8)
|
2010 Long-Term Incentive Compensation Plan, effective as of January 1, 2010
|
1-15759
|
2009 Proxy
Statement (3/12/09)
|
C
|
**
|
10(a)(9)
|
Cleco Corporation 2010 Long-Term Incentive Compensation Plan Amendment, effective October 28, 2011
|
1-15759
|
10-Q(9/11)
|
10.4
|
**
|
10(a)(10)
|
Form of Notice and Acceptance of Directors’ Grant of Nonqualified Stock Options under Cleco’s 2000 Long-Term Incentive Compensation Plan
|
1-15759
|
10-Q(6/00)
|
10(a)
|
**
|
10(a)(11)
|
Form of Notice and Acceptance of Grant of Nonqualified Stock Options, with fixed option price under Cleco’s 2000 Long-Term Incentive Compensation Plan
|
1-15759
|
10-Q(6/00)
|
10(c)
|
**
|
10(a)(12)
|
Form of Notice and Acceptance of Grant of Nonqualified Stock Options, with variable option price under Cleco’s 2000 Long-Term Incentive Compensation Plan
|
1-15759
|
10-Q(6/00)
|
10(d)
|
**
|
10(a)(13)
|
Form of Notice and Acceptance of Director’s Grant of Nonqualified Stock Option
|
1-5663
|
10-Q(9/01)
|
10
|
|
10(a)(14)
|
Form of Notice and Acceptance of Grant of Restricted Stock under Cleco’s 2000 Long-Term Incentive Compensation Plan
|
1-15759
|
10-Q(6/00)
|
10(b)
|
|
10(a)(15)
|
Form of Notice and Acceptance of Grant of Restricted Stock and Allocation of Opportunity Shares
|
1-15759
|
10-Q(9/05)
|
10(c)
|
|
10(a)(16)
|
Form of Notice and Acceptance of Grant of Restricted Stock and Common Stock Equivalent Units and Allocation of Opportunity Shares and Opportunity Common Stock Equivalent Units – 2007 Performance Cycle
|
1-15759
|
10-K(2006)
|
10(n)(3)
|
|
10(a)(17)
|
Form of Notice and Acceptance of Grant of Restricted Stock and Common Stock Equivalent Units and Allocation of Opportunity Shares and Opportunity Common Stock Equivalent Units – 2008 Performance Cycle
|
1-15759
|
10-K(2007)
|
10(m)(4)
|
|
10(a)(18)
|
Form of Notice and Acceptance of Grant of Restricted Stock and Common Stock Equivalent Units and Allocation of Opportunity Shares and Opportunity Common Stock Equivalent Units – 2009 Performance Cycle
|
1-15759
|
10-K(2008)
|
10(m)(4)
|
|
10(a)(19)
|
Form of Notice and Acceptance of Grant of Restricted Stock and Common Stock Equivalent Units and Allocation of Opportunity Shares and Opportunity Common Stock Equivalent Units – 2010 Performance Cycle
|
1-15759
|
10-K(2009)
|
10(g)(2)
|
|
10(a)(20)
|
Form of Notice and Acceptance of Grant of Restricted Stock and Common Stock Equivalent Units and Allocation of Opportunity Shares and Opportunity Common Stock Equivalent Units – 2011 Performance Cycle
|
1-15759
|
10-K(2010)
|
10(a)(19)
|
|
10(a)(21)
|
Form of Notice and Acceptance of Grant of Restricted Stock under Cleco Corporation 2010 Long-Term Incentive Compensation Plan
|
1-15759
|
8-K(2/1/11)
|
10.1
|
|
10(a)(22)
|
Notice and Acceptance of Award of Restricted Stock under Cleco Corporation 2010 Long-Term Incentive Compensation Plan, by and between Cleco Corporation and Michael H. Madison
|
1-15759
|
8-K(2/1/11)
|
10.2
|
*
|
10(a)(23)
|
Form of Notice and Acceptance of Grant of Restricted Stock and Common Stock Equivalent Units and Allocation of Opportunity Shares and Opportunity Common Stock Equivalent Units – 2012 Performance Cycle
|
|
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO
|
SEC FILE OR
REGISTRATION
NUMBER
|
REGISTRATION
STATEMENT OR
REPORT
|
EXHIBIT
NUMBER
|
||
**
|
10(b)(1)
|
Annual Incentive Compensation Plan amended and restated as of January 23, 2003
|
1-15759
|
10-K(2003)
|
10(b)
|
**
|
10(b)(2)
|
First Amendment to Annual Incentive Compensation Plan, effective as of January 1, 2009
|
1-15759
|
10-K(2008)
|
10(b)(2)
|
**
|
10(b)(3)
|
Participation Agreement, Annual Incentive Compensation Plan
|
1-5663
|
10-K(1995)
|
10(c)
|
**
|
10(c)(1)
|
Deferred Compensation Plan for Directors
|
1-5663
|
10-K(1992)
|
10(n)
|
**
|
10(c)(2)
|
Summary of Director Compensation, Benefits and Policies, last revised on July 29, 2011
|
1-15759
|
10-Q(9/11)
|
10.3
|
**
|
10(d)(1)
|
Supplemental Executive Retirement Plan
|
1-5663
|
10-K(1992)
|
10(o)(1)
|
**
|
10(d)(2)
|
First Amendment to Supplemental Executive Retirement Plan effective July 1, 1999
|
1-15759
|
10-K(2003)
|
10(e)(1)(a)
|
**
|
10(d)(3)
|
Second Amendment to Supplemental Executive Retirement Plan dated July 28, 2000
|
1-15759
|
10-K(2003)
|
10(e)(1)(b)
|
**
|
10(d)(4)
|
Supplemental Executive Retirement Plan Amended and Restated January 1, 2009
|
1-15759
|
10-K(2008)
|
10(f)(4)
|
**
|
10(d)(5)
|
Supplemental Executive Retirement Plan (Amended and Restated January 1, 2009), Amendment No. 1
|
1-15759
|
8-K(12/9/08)
|
10.3
|
**
|
10(d)(6)
|
Supplemental Executive Retirement Trust dated December 13, 2000
|
1-15759
|
10-K(2003)
|
10(e)(1)(c)
|
**
|
10(d)(7)
|
Supplemental Executive Retirement Plan Participation Agreement between Cleco Corporation and Dilek Samil
|
1-15759
|
10-K(2002)
|
10(z)(1)
|
**
|
10(d)(8)
|
Supplemental Executive Retirement Plan Participation Agreement between Cleco Corporation and Michael H. Madison
|
1-15759
|
10-K(2004)
|
10(v)(3)
|
**
|
10(d)(9)
|
Cleco Corporation Supplemental Executive Retirement Plan Amendment, effective October 28, 2011
|
1-15759
|
10-Q(9/11)
|
10.2
|
**
|
10(e)(1)
|
Executive Employment Agreement between Cleco Corporation and George W. Bausewine effective as of May 5, 2009
|
1-15759
|
10-Q(6/09)
|
10.1
|
**
|
10(e)(2)
|
Executive Employment Agreement Compliance Addendum – Code Section 409A, effective January 1, 2009
|
1-15759
|
8-K(12/9/08)
|
10.4
|
**
|
10(e)(3)
|
Form of Cleco Corporation Executive Employment Agreement (Level 1)
|
1-15759
|
8-K(1/9/09)
|
10.1
|
**
|
10(e)(4)
|
Executive Employment Agreement (Level 1) and addendum to Executive Employment Agreement (Level 1) between Cleco Corporation and Darren J. Olagues, dated July 30, 2010
|
1-15759
|
10-Q(6/10)
|
10.1
|
**
|
10(e)(5)
|
Executive Employment Agreement (Level 1) between Cleco Corporation and Michael H. Madison,
effective October 1, 2009
|
1-15759
|
10-K(2009)
|
10(e)(5)
|
**
|
10(e)(6)
|
Executive Employment Agreement (Level 1) between Cleco Corporation and Dilek Samil effective, January 1, 2009
|
1-15759
|
10-K(2009)
|
10(e)(6)
|
**
|
10(e)(7)
|
Executive Employment Agreement (Level 2) between Cleco Corporation and William G. Fontenot, effective July 28, 2009
|
1-15759
|
10-K(2009)
|
10(e)(7)
|
**
|
10(e)(8)
|
Executive Employment Agreement (Level 2) between Cleco Corporation and R. Russell Davis, effective July 28, 2009
|
1-15759
|
10-K(2009)
|
10(e)(8)
|
**
|
10(e)(9)
|
Executive Employment Agreement (Level 1) and addendum to Executive Employment Agreement (Level 1) between Cleco Corporation and Wade A. Hoefling, effective January 29, 2010
|
1-15759
|
10-K(2009)
|
10(e)(9)
|
**
|
10(e)(10)
|
Separation Agreement between Cleco Corporation and Dilek Samil, dated October 22, 2010
|
1-15759
|
8-K(10/22/10)
|
10.1
|
**
|
10(e)(11)
|
Cleco Corporation Executive Severance Plan, effective October 28, 2011
|
1-15759
|
10-Q(9/11)
|
3.1
|
**
|
10(e)(12)
|
Executive Employment Agreement, dated April 21, 2011, by and between Cleco Corporation and Bruce A. Williamson
|
1-15759
|
8-K(4/27/11)
|
10.1
|
**
|
10(e)(13)
|
Retirement Agreement, dated April 21, 2011, by and between Cleco Corporation and Michael H. Madison
|
1-15759
|
8-K(4/27/11)
|
10.2
|
**
|
10(e)(14)*
|
Waiver of 2012 salary increases by Bruce A. Williamson, President and Chief Executive Officer
|
|
|
|
|
10(f)
|
401(k) Savings and Investment Plan Trust Agreement dated as of August 1, 1997, between UMB Bank, N.A. and Cleco
|
1-5663
|
10-K(1997)
|
10(m)
|
|
10(g)(1)
|
Cleco Corporation Employee Stock Purchase Plan
|
333-44364
|
S-8(8/23/00)
|
4.3
|
|
10(g)(2)
|
Employee Stock Purchase Plan, Amendment No. 1, dated January 22, 2004
|
1-15759
|
10-K(2003)
|
10(s)(1)
|
|
10(g)(3)
|
Employee Stock Purchase Plan, Amendment No. 2, effective as of January 1, 2006
|
1-15759
|
10-Q(6/05)
|
10(a)
|
*
|
10(g)(4)
|
Cleco Corporation Pay for Performance Plan
|
|
|
|
**
|
10(h)(1)
|
Cleco Corporation Deferred Compensation Plan
|
333-59696
|
S-8(4/27/01)
|
4.3
|
**
|
10(h)(2)
|
First Amendment to Cleco Corporation Deferred Compensation Plan
|
1-15759
|
10-K(2008)
|
10(n)(5)
|
**
|
10(h)(3)
|
Cleco Corporation Deferred Compensation Plan, Corrective Section 409A Amendment
|
1-15759
|
8-K(12/9)08)
|
10.2
|
|
10(h)(4)
|
Deferred Compensation Trust dated January 2001
|
1-15759
|
10-K(2003)
|
10(u)
|
|
10(h)(5)
|
Cleco Corporation Deferred Compensation Plan Amendment, effective October 28, 2011
|
1-15759
|
10-Q(9/11)
|
10.5
|
|
10(i)(1)
|
Credit Agreement dated as of November 23, 2010 by and among Cleco Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders and other parties thereto
|
1-15759
|
8-K(11/30/10)
|
10.1
|
|
10(i)(2)
|
Loan Agreement dated as of February 19, 2010, among Cleco Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto
|
1-15759
|
10-K(2009)
|
10(j)(3)
|
|
10(i)(3)
|
Amendment No. 1 Dated as of January 27, 2011 to Loan Agreement Dated as of February 19, 2010
|
1-15759
|
10-K(2010)
|
10(i)(3)
|
|
10(i)(4)
|
First Amendment, dated as of October 7, 2011, to Credit Agreement dated as of November 23, 2010 by and among Cleco Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders and other parties thereto
|
1-15759
|
8-K(10/14/11)
|
10.1
|
|
10(j)
|
Acadia Power Partners, LLC – Third Amended and Restated Limited Liability Company Agreement dated February 23, 2010
|
1-5759
|
10-K(2010)
|
10(j)
|
*
|
12(a)
|
Computation of Ratios of Earnings (loss) to Fixed Charges and of Earnings (loss) to Combined Fixed Charges and Preferred Stock Dividends
|
|
|
|
*
|
21
|
Subsidiaries of the Registrant
|
|
|
|
*
|
23(a)
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
*
|
24(a)
|
Power of Attorney from each Director of Cleco Corporation whose signature is affixed to this Form 10-K for the fiscal year ended December 31, 2011
|
|
|
|
*
|
31.1
|
CEO Certification in accordance with section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
*
|
31.2
|
CFO Certification in accordance with section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
*
|
32.1
|
CEO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
*
|
32.2
|
CFO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
*
|
95
|
Mine Safety Disclosures
|
|
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO
|
SEC FILE OR
REGISTRATION
NUMBER
|
REGISTRATION
STATEMENT OR
REPORT
|
EXHIBIT
NUMBER
|
||
*
|
101.INS
(1)
|
XBRL Instance Document
|
|
|
|
*
|
101.SCH
(1)
|
XBRL Taxonomy Extension Schema
|
|
|
|
*
|
101.CAL
(1)
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
*
|
101.DEF
(1)
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
*
|
101.LAB
(1)
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
*
|
101.PRE
(1)
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
(1)
|
XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO POWER
|
SEC FILE OR
REGISTRATION
NUMBER
|
REGISTRATION
STATEMENT OR
REPORT
|
EXHIBIT
NUMBER
|
||
|
3(a)
|
First Amended and Restated Articles of Organization of Cleco Power LLC, dated April 30, 2010
|
1-5663
|
10-Q(3/10)
|
3.2
|
|
3(b)
|
First Amended and Restated Operating Agreement of Cleco Power LLC, dated April 30, 2010
|
1-5663
|
10-Q(3/10)
|
3.3
|
|
4(a)(1)
|
Indenture of Mortgage dated as of July 1, 1950, between the Company and First National Bank of New Orleans, as Trustee
|
1-5663
|
10-K(1997)
|
4(a)(1)
|
|
4(a)(2)
|
Eighteenth Supplemental Indenture dated as of December 1, 1982, to Exhibit 4(a)(1)
|
1-5663
|
10-K(1993)
|
4(a)(8)
|
|
4(a)(3)
|
Nineteenth Supplemental Indenture dated as of January 1, 1983, to Exhibit 4(a)(1)
|
1-5663
|
10-K(1993)
|
4(a)(9)
|
|
4(a)(4)
|
Twenty-Sixth Supplemental Indenture dated as of March 15, 1990, to Exhibit 4(a)(1)
|
1-5663
|
8-K(3/90)
|
4(a)(27)
|
|
4(b)(1)
|
Indenture between the Company and Bankers Trust Company, as Trustee, dated as of October 1, 1988
|
33-24896
|
S-3(10/11/88)
|
4(b)
|
|
4(b)(2)
|
Agreement Appointing Successor Trustee dated as of April 1, 1996, by and among Central Louisiana Electric Company, Inc., Bankers Trust Company, and The Bank of New York
|
333-02895
|
S-3(4/26/96)
|
4(a)(2)
|
|
4(b)(3)
|
First Supplemental Indenture, dated as of December 1, 2000, between Cleco Utility Group Inc. and the Bank of New York
|
333-52540
|
S-3/A(1/26/01)
|
4(a)(2)
|
|
4(b)(4)
|
Second Supplemental Indenture, dated as of January 1, 2001, between Cleco Power LLC and The Bank of New York
|
333-52540
|
S-3/A(1/26/01)
|
4(a)(3)
|
|
4(b)(5)
|
Third Supplemental Indenture, dated as of April 26, 2001, between Cleco Power LLC and the Bank of New York
|
1-5663
|
8-K(4/26/01)
|
4(a)
|
|
4(b)(6)
|
Sixth Supplemental Indenture providing for the issuance of $75,000,000 principal amount of 5.375% Notes due May 1, 2013
|
1-5663
|
8-K(4/28/03)
|
4.1
|
|
4(b)(7)
|
Seventh Supplemental Indenture, dated as of July 6, 2005, between Cleco Power LLC and the Bank of New York Trust Company, N.A.
|
1-5663
|
8-K(7/6/05)
|
4.1
|
|
4(b)(8)
|
Eighth Supplemental Indenture, dated as of November 30, 2005, between Cleco Power LLC and the Bank of New York Trust Company, N.A.
|
1-5663
|
8-K(11/28/05)
|
4.1
|
|
4(b)(9)
|
Ninth Supplemental Indenture, dated as of June 3, 2008, between Cleco Power LLC and The Bank of New York Trust Company, N.A.
|
1-5663
|
8-K(6/2/08)
|
4.1
|
|
4(b)(10)
|
Tenth Supplemental Indenture, dated as of November 13, 2009, between Cleco Power LLC and The Bank of New York Mellon Trust Company, N.A. (as successor trustee)
|
1-5663
|
8-K(11/12/09)
|
4.1
|
|
4(b)(11)
|
Eleventh Supplemental Indenture, dated as of November 15, 2010, between Cleco Power LLC and The Bank of New York Mellon Trust Company, N.A. (as successor trustee)
|
1-5663
|
8-K(11/12/09)
|
4.1
|
|
4(c)
|
Agreement Under Regulation S-K Item 601(b)(4)(iii)(A)
|
333-71643-01
|
10-Q(9/99)
|
4(c)
|
|
4(d)
|
Loan Agreement, dated as of November 1, 2006, between Cleco Power LLC and the Rapides Finance Authority
|
1-5663
|
8-K(11/27/06)
|
4.1
|
|
4(e)
|
Loan Agreement, dated as of November 1, 2007, between Cleco Power LLC and the Rapides Finance Authority
|
1-5663
|
8-K(11/20/07)
|
4.1
|
|
4(f)
|
Loan Agreement, dated as of October 1, 2008, between Cleco Power LLC and the Rapides Finance Authority
|
1-5663
|
10-Q(3/10)
|
4.1
|
|
4(g)
|
Loan Agreement, dated as of December 1, 2008, between Cleco Power LLC and the Louisiana Public Facilities Authority
|
1-5663
|
10-Q(3/10)
|
4.2
|
**
|
10(a)(1)
|
Supplemental Executive Retirement Plan
|
1-5663
|
10-K(1992)
|
10(o)(1)
|
**
|
10(a)(2)
|
Form of Cleco Corporation Executive Employment Agreement (Level 1)
|
1-15759
|
8-K(1/9/09)
|
10.1
|
|
10(b)(1)
|
401(k) Savings and Investment Plan Trust Agreement dated as of August 1, 1997, between UMB Bank, N.A. and the Company
|
1-5663
|
10-K(1997)
|
10(m)
|
|
10(b)(2)
|
401(k) Savings and Investment Plan, Stock Trust Agreement, Amendment Number 1, Effective January 1, 1999
|
1-5663
|
10-K(2009)
|
10(b)(3)
|
|
10(b)(3)
|
401(k) Savings and Investment Plan, Stock Trust Agreement, Amendment Number 2, Effective January 1, 2004
|
1-5663
|
10-Q(6/04)
|
10(b)
|
|
10(b)(4)
|
401(k) Savings and Investment Plan, Stock Trust Agreement, Amendment Number 3, Effective October 1, 2005
|
1-5663
|
10-Q(9/05)
|
10(e)
|
|
10(b)(5)
|
401(k) Savings and Investment Plan, Stock Trust Agreement, Amendment Number 4 (designated as Amendment Number 3 in exhibit 10(b), effective January 1, 2007
|
1-5663
|
10-Q(3/07)
|
10(b)
|
|
10(b)(6)
|
401(k) Savings and Investment Plan, Amended and Restated Generally Effective November 1, 2010
|
1-5669
|
10-K(2010)
|
10(b)(14)
|
*
|
10(b)(7)
|
401(k) Savings and Investment Plan, As Amended and Restated Effective November 1, 2010, Amendment Number 1
|
|
|
|
|
10(c)(1)
|
Credit Agreement dated as of November 23, 2010 by and among Cleco Power LLC, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders and other parties thereto
|
1-5663
|
8-K(11/30/10)
|
10.2
|
|
10(c)(2)
|
First Amendment, dated as of October 7, 2011, to Credit Agreement dated as of November 23, 2010 by and among Cleco Power LLC, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders and other parties thereto
|
1-05663
|
8-K(10/14/11)
|
10.2
|
|
10(c)(3)
|
Notes Purchase Agreement dated as of December 16,2011 among Cleco Power, various financial institutions and Credit Agricole Securities (USA) Inc., JPMorgan Securities Inc. and KeyBanc Capital Markets Inc., as agents.
|
1-05663
|
8-K(12/16/11)
|
10.1
|
|
10(d)(1)
|
Storm Recovery Property Sale Agreement between Cleco Katrina/Rita Hurricane Recovery Funding LLC and Cleco Power LLC, dated March 6, 2008
|
1-5663
|
8-K(3/6/08)
|
10.1
|
|
10(d)(2)
|
Storm Recovery Property Servicing Agreement between Cleco Katrina/Rita Hurricane Recovery Funding LLC and Cleco Power LLC, dated March 6, 2008
|
1-5663
|
8-K(3/6/08)
|
10.2
|
|
10(d)(3)
|
Administration Agreement between Cleco Katrina/Rita Hurricane Recovery Funding LLC and Cleco Power LLC, dated March 6, 2008
|
1-5663
|
8-K(3/6/08)
|
10.3
|
*
|
12(b)
|
Computation of Ratios of Earnings to Fixed Charges
|
|
|
|
*
|
23(b)
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
*
|
31.3
|
CEO Certification in accordance with section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
*
|
31.4
|
CFO Certification in accordance with section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
*
|
32.3
|
CEO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
*
|
32.4
|
CFO Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
*
|
95
|
Mine Safety Disclosures
|
|
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO POWER
|
SEC FILE OR
REGISTRATION
NUMBER
|
REGISTRATION
STATEMENT OR
REPORT
|
EXHIBIT
NUMBER
|
||
*
|
101.INS
(1)
|
XBRL Instance Document
|
|
|
|
*
|
101.SCH
(1)
|
XBRL Taxonomy Extension Schema
|
|
|
|
*
|
101.CAL
(1)
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
*
|
101.DEF
(1)
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
*
|
101.LAB
(1)
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
*
|
101.PRE
(1)
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
(1)
|
XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION (Parent Company Only)
|
SCHEDULE I
|
|
|
Condensed Statements of Income
|
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
|||||||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Administrative and general
|
$
|
1,184
|
|
|
$
|
2,058
|
|
|
$
|
4,045
|
|
Other operating expense (income)
|
650
|
|
|
447
|
|
|
(1,363
|
)
|
|||
Total operating expenses
|
$
|
1,834
|
|
|
$
|
2,505
|
|
|
$
|
2,682
|
|
Operating loss
|
(1,834
|
)
|
|
(2,505
|
)
|
|
(2,682
|
)
|
|||
Equity income from subsidiaries, net of tax
|
184,951
|
|
|
262,629
|
|
|
94,566
|
|
|||
Interest, net
|
(2,874
|
)
|
|
(9,988
|
)
|
|
14,974
|
|
|||
Other income
|
4,699
|
|
|
1,467
|
|
|
4,157
|
|
|||
Other expense
|
(2,282
|
)
|
|
(740
|
)
|
|
(110
|
)
|
|||
Income before income taxes
|
182,660
|
|
|
250,863
|
|
|
110,905
|
|
|||
Income tax (benefit) expense
|
(13,188
|
)
|
|
(4,528
|
)
|
|
4,598
|
|
|||
Net income
|
195,848
|
|
|
255,391
|
|
|
106,307
|
|
|||
Preferred dividends requirements
|
26
|
|
|
46
|
|
|
46
|
|
|||
Preferred stock redemption costs
|
$
|
112
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Income applicable to common stock
|
$
|
195,710
|
|
|
$
|
255,345
|
|
|
$
|
106,261
|
|
The accompanying notes are an integral part of the condensed financial statements.
|
|
|
|
|
|
|
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION (Parent Company Only)
|
SCHEDULE I
|
|
|
Condensed Balance Sheets
|
|
|
AT DECEMBER 31,
|
|
|||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
22,642
|
|
|
$
|
5,320
|
|
Accounts receivable - affiliate
|
13,386
|
|
|
8,189
|
|
||
Other accounts receivable
|
1
|
|
|
1,202
|
|
||
Taxes receivable
|
8,431
|
|
|
11,565
|
|
||
Accumulated deferred federal and state income taxes, net
|
7,153
|
|
|
—
|
|
||
Cash surrender value of life insurance policies
|
30,639
|
|
|
29,738
|
|
||
Total current assets
|
82,252
|
|
|
56,014
|
|
||
Equity investment in investees
|
1,392,693
|
|
|
1,475,118
|
|
||
Deferred charges
|
39,089
|
|
|
23,351
|
|
||
Total assets
|
$
|
1,514,034
|
|
|
$
|
1,554,483
|
|
Liabilities and shareholders’ equity
|
|
|
|
|
|
||
Liabilities
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Short-term debt
|
$
|
—
|
|
|
$
|
150,000
|
|
Accounts payable - affiliate
|
13,739
|
|
|
16,453
|
|
||
Other current liabilities
|
8,903
|
|
|
10,281
|
|
||
Total current liabilities
|
22,642
|
|
|
176,734
|
|
||
Deferred credits
|
61,535
|
|
|
44,542
|
|
||
Long-term debt
|
10,000
|
|
|
15,000
|
|
||
Total liabilities
|
94,177
|
|
|
236,276
|
|
||
Commitments and Contingencies (Note 5)
|
|
|
|
|
|
||
Shareholders’ equity
|
|
|
|
|
|
||
Preferred stock
|
|
|
|
||||
Not subject to mandatory redemption, $100 par value, authorized 1,491,900 shares, issued zero and 10,288 shares at December 31, 2011, and 2010, respectively
|
—
|
|
|
1,029
|
|
||
Common shareholders’ equity
|
|
|
|
||||
Common stock, $1 par value, authorized 100,000,000 shares, issued 60,702,342 and 60,539,624 shares and outstanding 60,291,939 and 60,526,126 shares at December 31, 2011, and 2010, respectively
|
60,702
|
|
|
60,540
|
|
||
Premium on common stock
|
409,904
|
|
|
405,313
|
|
||
Retained earnings
|
990,605
|
|
|
863,237
|
|
||
Treasury stock, at cost, 410,403 and 13,498 shares at December 31, 2011, and 2010, respectively
|
(13,215
|
)
|
|
(274
|
)
|
||
Accumulated other comprehensive loss
|
(28,139
|
)
|
|
(11,638
|
)
|
||
Total common shareholders’ equity
|
1,419,857
|
|
|
1,317,178
|
|
||
Total shareholders’ equity
|
1,419,857
|
|
|
1,318,207
|
|
||
Total liabilities and shareholders’ equity
|
$
|
1,514,034
|
|
|
$
|
1,554,483
|
|
The accompanying notes are an integral part of the condensed financial statements.
|
|
|
|
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION (Parent Company Only)
|
SCHEDULE I
|
|
|
Condensed Statements of Cash Flows
|
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
|||||||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
Operating activities
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
175,624
|
|
|
$
|
174,912
|
|
|
$
|
6,007
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|||
Additions to property, plant, and equipment, net
|
—
|
|
|
(152,067
|
)
|
|
—
|
|
|||
Equity investment in tax credit fund
|
(43,921
|
)
|
|
(35,871
|
)
|
|
(16,254
|
)
|
|||
Return of equity investment in tax credit fund
|
33,430
|
|
|
—
|
|
|
—
|
|
|||
Return of equity investment in investees
|
89,654
|
|
|
—
|
|
|
850
|
|
|||
Other investing
|
(1,232
|
)
|
|
(2,900
|
)
|
|
(2,328
|
)
|
|||
Net cash provided by (used in) investing activities
|
77,931
|
|
|
(190,838
|
)
|
|
(17,732
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
|
|||
Issuance of short-term debt
|
—
|
|
|
150,000
|
|
|
—
|
|
|||
Retirement of short-term debt
|
(150,000
|
)
|
|
—
|
|
|
—
|
|
|||
Draws on credit facility
|
35,000
|
|
|
20,000
|
|
|
93,000
|
|
|||
Payments on credit facility
|
(40,000
|
)
|
|
(100,000
|
)
|
|
(28,000
|
)
|
|||
Repurchase of common stock
|
(13,009
|
)
|
|
—
|
|
|
—
|
|
|||
Redemption of preferred stock
|
(1,039
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends paid on preferred stock
|
(26
|
)
|
|
(46
|
)
|
|
(46
|
)
|
|||
Dividends paid on common stock
|
(68,023
|
)
|
|
(58,988
|
)
|
|
(54,221
|
)
|
|||
Other financing
|
864
|
|
|
3,200
|
|
|
2,131
|
|
|||
Net cash (used in) provided by financing activities
|
(236,233
|
)
|
|
14,166
|
|
|
12,864
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
17,322
|
|
|
(1,760
|
)
|
|
1,139
|
|
|||
Cash and cash equivalents at beginning of period
|
5,320
|
|
|
7,080
|
|
|
5,941
|
|
|||
Cash and cash equivalents at end of period
|
$
|
22,642
|
|
|
$
|
5,320
|
|
|
$
|
7,080
|
|
Supplementary cash flow information
|
|
|
|
|
|
|
|
|
|||
Interest paid
|
$
|
1,752
|
|
|
$
|
8,205
|
|
|
$
|
3,119
|
|
Income tax paid (refunded), net
|
$
|
31,180
|
|
|
$
|
80,905
|
|
|
$
|
(34,792
|
)
|
Supplementary non-cash investing and financing activity
|
|
|
|
|
|
|
|
|
|||
Issuance of treasury stock – LTICP
|
$
|
68
|
|
|
$
|
93
|
|
|
$
|
117
|
|
Issuance of common stock - LTICP/ESPP
|
$
|
328
|
|
|
$
|
299
|
|
|
$
|
290
|
|
Non-cash additions to property, plant, and equipment
|
$
|
—
|
|
|
$
|
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 financial statements.
|
|
|
|
|
|
|
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION (Parent Company Only)
|
SCHEDULE I
|
|
|
Condensed Statements of Comprehensive Income
|
|
|
FOR THE YEAR ENDED DECEMBER 31,
|
|
|||||||||
(THOUSANDS)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||
Net income
|
$
|
195,848
|
|
|
$
|
255,391
|
|
|
$
|
106,307
|
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
||||
Amortization of postretirement benefit net loss (gain) (net of tax expense of $605 in 2011, and tax benefit of $20 in 2010 and $158 in 2009)
|
1,213
|
|
|
(31
|
)
|
|
(160
|
)
|
|||
Postretirement benefit loss incurred during the year (net of tax benefit of $949 in 2011 and $2,553 in 2009, and tax expense of $131 in 2010)
|
(1,721
|
)
|
|
(4,241
|
)
|
|
(3,403
|
)
|
|||
Cash flow hedges:
|
|
|
|
|
|
|
|
||||
Net derivative (loss) gain (net of tax benefit of $9,873 in 2011, and tax expense of $1,823 in 2010 and $1,208 in 2009)
|
(15,788
|
)
|
|
2,916
|
|
|
1,930
|
|
|||
Reclassification of net (gain) loss to interest charges (net of tax benefit of $129 in 2011, and tax expense of $197 in 2010 and $110 in 2009)
|
(205
|
)
|
|
315
|
|
|
175
|
|
|||
Reclassification of net loss to other expense (net of tax expense of $434 in 2010)
|
—
|
|
|
694
|
|
|
—
|
|
|||
Total other comprehensive loss, net of tax
|
(16,501
|
)
|
|
(347
|
)
|
|
(1,458
|
)
|
|||
Comprehensive income, net of tax
|
$
|
179,347
|
|
|
$
|
255,044
|
|
|
$
|
104,849
|
|
The accompanying notes are an integral part of the consolidated financial statements.
|
|
|
|
|
|
|
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
CLECO CORPORATION
|
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 2011, 2010, and 2009
|
|
|
|
|
|
|
|
||||||||
Allowance for Uncollectible Accounts (THOUSANDS)
|
BALANCE AT
BEGINNING OF PERIOD |
|
|
ADDITIONS
CHARGED TO COSTS AND EXPENSES |
|
|
UNCOLLECTIBLE
ACCOUNT WRITE-OFFS LESS RECOVERIES |
|
|
BALANCE AT
END OF
PERIOD
(1)
|
|
||||
Year Ended December 31, 2011
|
$
|
3,455
|
|
|
$
|
1,992
|
|
|
$
|
4,311
|
|
|
$
|
1,136
|
|
Year Ended December 31, 2010
|
$
|
1,173
|
|
|
$
|
3,756
|
|
|
$
|
1,474
|
|
|
$
|
3,455
|
|
Year Ended December 31, 2009
|
$
|
1,632
|
|
|
$
|
1,657
|
|
|
$
|
2,116
|
|
|
$
|
1,173
|
|
(1)
Deducted in the consolidated balance sheet
|
|
|
|
|
|
|
|
|
|
|
|
Restricted and Unrestricted Storm Reserves (THOUSANDS)
|
BALANCE AT
BEGINNING OF
PERIOD
|
|
|
ADDITIONS
|
|
|
DEDUCTIONS
|
|
|
BALANCE AT
END OF
PERIOD
|
|
||||
Unrestricted Storm Reserve
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2011
|
$
|
1,454
|
|
|
$
|
2,000
|
|
|
$
|
2,051
|
|
|
$
|
1,403
|
|
Year Ended December 31, 2010
|
$
|
1,146
|
|
|
$
|
543
|
|
|
$
|
235
|
|
|
$
|
1,454
|
|
Year Ended December 31, 2009
|
$
|
210
|
|
|
$
|
3,643
|
|
|
$
|
2,707
|
|
|
$
|
1,146
|
|
Restricted Storm Reserve
|
|
|
|
|
|
|
|
|
|
|
|
||||
Year Ended December 31, 2011
|
$
|
25,993
|
|
|
$
|
887
|
|
|
$
|
2,000
|
|
|
$
|
24,880
|
|
Year Ended December 31, 2010
|
$
|
25,434
|
|
|
$
|
857
|
|
|
$
|
298
|
|
|
$
|
25,993
|
|
Year Ended December 31, 2009
|
$
|
27,410
|
|
|
$
|
825
|
|
|
$
|
2,801
|
|
|
$
|
25,434
|
|
CLECO POWER
|
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 2011, 2010, and 2009
|
|
|
|
|
|
|
|
||||||||
Allowance for Uncollectible Accounts (THOUSANDS)
|
BALANCE AT
BEGINNING OF PERIOD |
|
|
ADDITIONS
CHARGED TO COSTS AND EXPENSES |
|
|
UNCOLLECTIBLE
ACCOUNT WRITE-OFFS LESS RECOVERIES |
|
|
BALANCE AT
END OF
PERIOD
(1)
|
|
||||
Year Ended December 31, 2011
|
$
|
3,395
|
|
|
$
|
1,972
|
|
|
$
|
4,231
|
|
|
$
|
1,136
|
|
Year Ended December 31, 2010
|
$
|
1,173
|
|
|
$
|
3,696
|
|
|
$
|
1,474
|
|
|
$
|
3,395
|
|
Year Ended December 31, 2009
|
$
|
1,632
|
|
|
$
|
1,657
|
|
|
$
|
2,116
|
|
|
$
|
1,173
|
|
(1)
Deducted in the consolidated balance sheet
|
|
|
|
|
|
|
|
|
|
|
|
Restricted and Unrestricted Storm Reserves (THOUSANDS)
|
BALANCE AT BEGINNING OF PERIOD
|
|
|
ADDITIONS
|
|
|
DEDUCTIONS
|
|
|
BALANCE AT END OF PERIOD
|
|
||||
Unrestricted Storm Reserve
|
|
|
|
|
|
|
|
||||||||
Year Ended December 31, 2011
|
$
|
1,454
|
|
|
$
|
2,000
|
|
|
$
|
2,051
|
|
|
$
|
1,403
|
|
Year Ended December 31, 2010
|
$
|
1,146
|
|
|
$
|
543
|
|
|
$
|
235
|
|
|
$
|
1,454
|
|
Year Ended December 31, 2009
|
$
|
210
|
|
|
$
|
3,643
|
|
|
$
|
2,707
|
|
|
$
|
1,146
|
|
Restricted Storm Reserve
|
|
|
|
|
|
|
|
|
|
|
|
||||
Year Ended December 31, 2011
|
$
|
25,993
|
|
|
$
|
887
|
|
|
$
|
2,000
|
|
|
$
|
24,880
|
|
Year Ended December 31, 2010
|
$
|
25,434
|
|
|
$
|
857
|
|
|
$
|
298
|
|
|
$
|
25,993
|
|
Year Ended December 31, 2009
|
$
|
27,410
|
|
|
$
|
825
|
|
|
$
|
2,801
|
|
|
$
|
25,434
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
|
CLECO CORPORATION
|
|
|
(Registrant)
|
|
|
|
|
By:
|
/s/ Bruce A. Williamson
|
|
|
(Bruce A. Williamson)
|
|
|
(President, Chief Executive Officer and Director)
|
SIGNATURE
|
|
TITLE
|
DATE
|
|
|
|
|
/s/ Bruce A. Williamson
|
|
President, Chief Executive Officer and Director
|
February 22, 2012
|
(Bruce A. Williamson)
|
|
(Principal Executive Officer)
|
|
/s/ Darren J. Olagues
|
|
Senior Vice President, CFO and Treasurer
|
February 22, 2012
|
(Darren J. Olagues)
|
|
(Principal Financial Officer)
|
|
/s/ Terry L. Taylor
|
|
Controller & Chief Accounting Officer
|
February 22, 2012
|
(Terry L. Taylor)
|
|
(Principal Accounting Officer)
|
|
|
DIRECTORS*
|
|
|
SHERIAN G. CADORIA
|
|
|
J. PATRICK GARRETT
|
|
|
ELTON R. KING
|
|
|
LOGAN W. KRUGER
|
|
|
WILLIAM L. MARKS
|
|
|
ROBERT T. RATCLIFF, SR.
|
|
|
PETER M. SCOTT III
|
|
|
SHELLEY STEWART, JR.
|
|
|
WILLIAM H. WALKER, JR.
|
|
*By:
|
/s/ Bruce A. Williamson
|
|
|
February 22, 2012
|
|
(Bruce A. Williamson, as Attorney-in-Fact)
|
|
|
|
CLECO CORPORATION
CLECO POWER
|
|
2011 FORM 10-K
|
|
|
CLECO POWER LLC
|
|
|
(Registrant)
|
|
|
|
|
By:
|
/s/ Bruce A. Williamson
|
|
|
(Bruce A. Williamson)
|
|
|
(Chief Executive Officer and Sole Manager)
|
SIGNATURE
|
|
TITLE
|
DATE
|
|
|
|
|
/s/ Bruce A. Williamson
|
|
Chief Executive Officer and Sole Manager
|
February 22, 2012
|
(Bruce A. Williamson)
|
|
(Principal Executive Officer)
|
|
/s/ Darren J. Olagues
|
|
Senior Vice President, CFO and Treasurer
|
February 22, 2012
|
(Darren J. Olagues)
|
|
(Principal Financial Officer)
|
|
/s/ Terry L. Taylor
|
|
Controller and Chief Accounting Officer
|
February 22, 2012
|
(Terry L. Taylor)
|
|
(Principal Accounting Officer)
|
|
Relative Rank
|
1
|
2
|
3
|
4
|
5
|
6
|
7
|
8
|
9
|
10
|
11
|
12
|
13 - 18
|
Percentile Rank
|
100%
|
94.1%
|
88.2%
|
82.3%
|
76.4%
|
70.5%
|
64.7%
|
58.8%
|
52.9%
|
47.0%
|
41.1%
|
35.2%
|
< 30th
|
Payout as % of Target
|
200%
|
188.2%
|
176.4%
|
164.6%
|
152.8%
|
141.0%
|
129.4%
|
117.6%
|
105.8%
|
89.5%
|
68.9%
|
48.2%
|
0%
|
Peer Company Name *
|
Ticker Symbol
|
|
|
AGL Resources, Inc.
|
AGL
|
Allete, Inc.
|
ALE
|
Aliant Energy Corporation
|
LNT
|
Avista Corporation
|
AVA
|
Black Hills Corporation
|
BKH
|
Calpine Corporation
|
CPN
|
El Paso Electric Company
|
EE
|
Energen Corporation
|
EGN
|
Great Plains Energy Inc.
|
GXP
|
IDACORP Inc.
|
IDA
|
Northwestern Corporation
|
NEW
|
NV Energy, Inc.
|
NVE
|
OGE Energy Corporation
|
OGE
|
Pinnacle West Capital Corporation
|
PNW
|
PNM Resources, Inc.
|
PNM
|
Portland General Electric Company
|
POR
|
TECO Energy, Inc.
|
TE
|
Unisource Energy Corporation
|
UNS
|
Vectren Corporation
|
VVC
|
By:
|
/s/ Darren J. Olagues
|
|
Darren J. Olagues
|
|
Senior Vice President, CFO & Treasurer
|
|
|
|
Cleco Corporation
2030 Donahue Ferry Road
P.O. Box 5000
Pineville, LA 71361-5000
Tel 318-484-7765
Fax 318-484-7777
|
|
|
|
|
||
|
|
Bruce A. Williamson
President & Chief Executive Officer
|
/s/ Bruce A. Williamson
|
|
Bruce A. Williamson
|
|
President and Chief Executive Officer
|
|
a.
|
Shall determine the percentage of each Participant's Eligible Compensation that may be payable as an Award hereunder (a “
Target Award
”);
|
b.
|
Shall determine the Company and Performance Goals applicable for the Determination Year;
|
c.
|
Shall determine as to each Participant, the percentage of his or her aggregate Award that shall constitute the Company Component and the percentage that shall constitute the Performance Component, which determinations shall be set forth on Exhibit A hereto, as the same may be modified from time to time.
|
d.
|
May specify a threshold level below which no Award shall be made and a maximum level above which no additional Award shall be made. Such threshold and maximum
|
a.
|
The term “
Disability
” means that a Participant is receiving long-term disability benefits under a separate plan or policy maintained by the Company.
|
b.
|
The term “
Retirement
” means that a Participant has voluntarily separated from service with the Company and its affiliates; provided that at the time of such separation he or she has attained age 55.
|
Employee Group
|
Company Goal Weighting
|
Performance Goal Weighting
|
Total
|
CEO
|
100%
|
NA
|
100%
|
Officers (EMT)
|
80%
|
20%
|
100%
|
Officers (VPs)
|
70%
|
30%
|
100%
|
General Managers
|
60%
|
40%
|
100%
|
Managers, Supervisors and Directors
|
50%
|
50%
|
100%
|
Exempt
|
40%
|
60%
|
100%
|
Non-Exempt
|
20%
|
80%
|
100%
|
Performance Factor
|
Description
|
Payout as a % of Target Award
|
1
|
Far Exceeds Expectations
Performance far exceeds that expected; consistently makes significant contributions beyond goals and expectations.
|
200%
|
2
|
Exceeds Expectations
Results achieved exceed that expected; makes contributions beyond goals and expectations.
|
150%
|
3
|
Meets Expectations
Fully and consistently meets goals and expectations; fully competent.
|
100%
|
4
|
Inconsistently Meets Expectations
Needs improvement to reach competent level.
|
50%
|
5
|
Does Not Meet Expectations
Fails to achieve results expected or agreed to; requires more than expected supervision.
|
0%
|
Company Goal
|
Target
|
Weighting
|
Target Adjustments
|
Earnings Per Share (EPS)
|
$2.420
|
70%
|
Below $2.239 - 0%
$2.239 - 50%
$2.420 - 100%
$2.662 - 200%
|
Customer Satisfaction
|
% of very satisfied customers 12 - 19 percentage points above the LA utility average
|
10%
|
Below 12 - 0%
12-19 - 100%
Above 19 - 200%
|
SAFETY
Personal Injuries
|
Incident rate ranks in top quartile of EEI companies
|
5%
|
Below 2
nd
quartile - 0%
2
nd
quartile - 50%
Top Quartile - 100%
Top Decile
-
200%
|
SAFETY
Vehicle Accidents
|
Accident rate ranks in top quartile of EEI companies
|
5%
|
Below 2
nd
quartile - 0%
2
nd
quartile - 50%
Top Quartile - 100%
Top Decile
-
200%
|
Quality Performance
Factor (QPF)
|
Gives the Committee discretion to consider the effect of external/economic factors on the quality of earnings
|
10%
|
0%
-
200%
|
TOTAL
|
|
100%
|
|
CLECO CORPORATION
|
EXHIBIT 12(a)
|
|
|
Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined
Fixed Charges and Preferred Stock Dividends
|
UNAUDITED (THOUSANDS, EXCEPT RATIOS)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|||||
Earnings from continuing operations
|
$
|
195,848
|
|
|
$
|
255,391
|
|
|
$
|
106,307
|
|
|
$
|
102,141
|
|
|
$
|
151,789
|
|
|
Equity (income) loss and dividends from investees
|
(3,385
|
)
|
|
(38,849
|
)
|
|
19,023
|
|
|
10,648
|
|
|
(84,327
|
)
|
|
|||||
Income tax expense
|
102,897
|
|
|
142,498
|
|
|
9,579
|
|
|
18,457
|
|
|
70,772
|
|
|
|||||
Earnings from continuing operations before income taxes
|
$
|
295,360
|
|
|
$
|
359,040
|
|
|
$
|
134,909
|
|
|
$
|
131,246
|
|
|
$
|
138,234
|
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest
|
$
|
69,428
|
|
|
$
|
97,325
|
|
|
$
|
75,331
|
|
|
$
|
69,800
|
|
|
$
|
49,139
|
|
|
Amortization of debt expense, premium, net
|
3,017
|
|
|
3,014
|
|
|
1,897
|
|
|
2,242
|
|
|
1,972
|
|
|
|||||
Portion of rentals representative of an interest factor
|
494
|
|
|
431
|
|
|
536
|
|
|
523
|
|
|
558
|
|
|
|||||
Interest of capitalized lease
|
1,787
|
|
|
3,972
|
|
|
1,545
|
|
|
—
|
|
|
—
|
|
|
|||||
Total fixed charges
|
$
|
74,726
|
|
|
$
|
104,742
|
|
|
$
|
79,309
|
|
|
$
|
72,565
|
|
|
$
|
51,669
|
|
|
Earnings from continuing operations before income taxes
|
$
|
295,360
|
|
|
$
|
359,040
|
|
|
$
|
134,909
|
|
|
$
|
131,246
|
|
|
$
|
138,234
|
|
|
Plus: total fixed charges from above
|
74,726
|
|
|
104,742
|
|
|
79,309
|
|
|
72,565
|
|
|
51,669
|
|
|
|||||
Plus: amortization of capitalized interest
|
545
|
|
|
545
|
|
|
407
|
|
|
407
|
|
|
407
|
|
|
|||||
Earnings from continuing operations before income taxes and fixed charges
|
$
|
370,631
|
|
|
$
|
464,327
|
|
|
$
|
214,625
|
|
|
$
|
204,218
|
|
|
$
|
190,310
|
|
|
Ratio of earnings to fixed charges
|
4.96
|
|
x
|
4.43
|
|
x
|
2.71
|
|
x
|
2.81
|
|
x
|
3.68
|
|
x
|
|||||
Total fixed charges from above
|
$
|
74,726
|
|
|
$
|
104,742
|
|
|
$
|
79,309
|
|
|
$
|
72,565
|
|
|
$
|
51,669
|
|
|
Preferred stock dividends
|
40
|
|
|
72
|
|
|
50
|
|
|
55
|
|
|
480
|
|
|
|||||
Total fixed charges and preferred stock dividends
|
$
|
74,766
|
|
|
$
|
104,814
|
|
|
$
|
79,359
|
|
|
$
|
72,620
|
|
|
$
|
52,149
|
|
|
Ratio of earnings to combined fixed charges and preferred stock dividends
|
4.96
|
|
x
|
4.43
|
|
x
|
2.70
|
|
x
|
2.81
|
|
x
|
3.65
|
|
x
|
CLECO POWER LLC
|
EXHIBIT 12(b)
|
|
|
Computation of Ratios of Earnings to Fixed Charges
|
UNAUDITED (THOUSANDS, EXCEPT RATIOS)
|
2011
|
|
|
2010
|
|
|
2009
|
|
|
2008
|
|
|
2007
|
|
|
|||||
Earnings from continuing operations
|
142,835
|
|
|
$
|
147,405
|
|
|
$
|
111,166
|
|
|
$
|
113,832
|
|
|
$
|
84,673
|
|
|
|
Income taxes
|
69,409
|
|
|
75,107
|
|
|
15,297
|
|
|
27,956
|
|
|
29,613
|
|
|
|||||
Earnings from continuing operations before income taxes
|
212,244
|
|
|
$
|
222,512
|
|
|
$
|
126,463
|
|
|
$
|
141,788
|
|
|
$
|
114,286
|
|
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest
|
96,495
|
|
|
$
|
81,015
|
|
|
$
|
82,971
|
|
|
$
|
65,033
|
|
|
$
|
41,311
|
|
|
|
Amortization of debt expense, premium, net
|
2,382
|
|
|
2,279
|
|
|
1,764
|
|
|
1,892
|
|
|
1,399
|
|
|
|||||
Portion of rentals representative of an interest factor
|
493
|
|
|
431
|
|
|
536
|
|
|
523
|
|
|
558
|
|
|
|||||
Interest of capitalized lease
|
1,787
|
|
|
3,972
|
|
|
1,545
|
|
|
—
|
|
|
—
|
|
|
|||||
Total fixed charges
|
101,157
|
|
|
$
|
87,697
|
|
|
$
|
86,816
|
|
|
$
|
67,448
|
|
|
$
|
43,268
|
|
|
|
Earnings from continuing operations before income taxes
|
$
|
212,244
|
|
|
$
|
222,512
|
|
|
$
|
126,463
|
|
|
$
|
141,788
|
|
|
$
|
114,286
|
|
|
Total fixed charges from above
|
101,157
|
|
|
87,697
|
|
|
86,816
|
|
|
67,448
|
|
|
43,268
|
|
|
|||||
Earnings from continuing operations before income taxes and fixed charges
|
$
|
313,401
|
|
|
$
|
310,209
|
|
|
$
|
213,279
|
|
|
$
|
209,236
|
|
|
$
|
157,554
|
|
|
Ratio of earnings to fixed charges
|
3.10
|
|
x
|
3.54
|
|
x
|
2.46
|
|
x
|
3.10
|
|
x
|
3.64
|
|
x
|
CLECO CORPORATION
|
EXHIBIT 21
|
|
|
Subsidiaries of the Registrant as of December 31, 2011
|
|
SUBSIDIARIES OF REGISTRANT OR ORGANIZATION
|
STATE OF INCORPORATION
|
|
|
Acadia Partners Pipeline, LLC
|
Louisiana
|
|
|
Acadia Power Holdings LLC
|
Louisiana
|
|
|
Acadia Power Partners, LLC
|
Delaware
|
|
|
Attala Transmission LLC
|
Louisiana
|
|
|
CLE Intrastate Pipeline Company LLC
|
Louisiana
|
|
|
Cleco Evangeline LLC
|
Louisiana
|
|
|
Cleco Generation Services LLC
|
Louisiana
|
|
|
Cleco Innovations LLC
|
Louisiana
|
|
|
Cleco Katrina/Rita Hurricane Recovery Funding LLC
|
Louisiana
|
|
|
Cleco Midstream Resources LLC
|
Louisiana
|
|
|
Cleco Power LLC
|
Louisiana
|
|
|
Cleco Support Group LLC
|
Louisiana
|
|
|
DeSoto Pipeline Company, Inc.
|
Louisiana
|
|
|
Diversified Lands LLC
|
Louisiana
|
|
|
Oxbow Lignite Company, LLC (50% interest)
|
Delaware
|
|
|
Perryville Energy Partners, L.L.C.
|
Delaware
|
|
/s/ PricewaterhouseCoopers LLP
|
New Orleans, Louisiana
|
February 22, 2012
|
/s/ PricewaterhouseCoopers LLP
|
New Orleans, Louisiana
|
February 22, 2012
|
|
/s/ Sherian G. Cadoria
|
|
Sherian G. Cadoria
|
|
/s/ J. Patrick Garrett
|
|
J. Patrick Garrett
|
|
/s/ Elton R. King
|
|
Elton R. King
|
|
/s/ Logan W. Kruger
|
|
Logan W. Kruger
|
|
/s/ William L. Marks
|
|
William L. Marks
|
|
/s/ Robert T. Ratcliff, Sr.
|
|
Robert T. Ratcliff, Sr.
|
|
/s/ Peter M. Scott III
|
|
Peter M. Scott III
|
|
/s/ Shelley Stewart, Jr.
|
|
Shelley Stewart, Jr.
|
|
/s/ William H. Walker, Jr.
|
|
William H. Walker, Jr.
|
Date:
|
February 22, 2012
|
|
|
|
|
/s/ Bruce A. Williamson
|
|
Bruce A. Williamson
President and Chief Executive Officer
|
Date:
|
February 22, 2012
|
|
|
|
|
/s/ Darren J. Olagues
|
|
Darren J. Olagues
Senior Vice President, CFO and Treasurer
|
Date:
|
February 22, 2012
|
|
|
|
|
/s/ Bruce A. Williamson
|
|
Bruce A. Williamson
Chief Executive Officer
|
Date:
|
February 22, 2012
|
|
|
|
|
/s/ Darren J. Olagues
|
|
Darren J. Olagues
Senior Vice President, CFO and Treasurer
|
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
|
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
February 22, 2012
|
|
|
|
|
/s/ Bruce A. Williamson
|
|
Bruce A. Williamson
President and Chief Executive Officer
|
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
|
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
February 22, 2012
|
|
|
|
|
/s/ Darren J. Olagues
|
|
Darren J. Olagues
Senior Vice President, CFO and Treasurer
|
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
|
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
February 22, 2012
|
|
|
|
|
/s/ Bruce A. Williamson
|
|
Bruce A. Williamson
President and Chief Executive Officer
|
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
|
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
February 22, 2012
|
|
|
|
|
/s/ Darren J. Olagues
|
|
Darren J. Olagues
Senior Vice President, CFO and Treasurer
|