8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 6, 2011

CLECO CORPORATION

(Exact name of registrant as specified in its charter)

Louisiana	1-15759	72-1445282
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

2030 Donahue Ferry Road
Pineville, Louisiana	71360-5226
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (318) 484-7400

CLECO POWER LLC

(Exact name of registrant as specified in its charter)

Louisiana	1-05663	72-0244480
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

2030 Donahue Ferry Road
Pineville, Louisiana	71360-5226
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code: (318) 484-7400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01        Regulation FD Disclosure.

On December 6, 2011, Cleco Corporation (the “Company”) issued a press release increasing its earnings guidance for 2011, reporting its initial earnings guidance for 2012 and outlining its long-term capital expenditure forecast.  For additional information, please refer to the press release furnished with this report as Exhibit 99.1 (the “Press Release”).

Additionally, members of the Company’s senior management team will make various presentations in New York City December 6-9, 2011.  A copy of the slides (the “Slides”) that management will use in their presentations is furnished with this report as Exhibit 99.2.

The information in the Press Release and the Slides is being furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that section.  Accordingly, the information in the Press Release and the Slides will not be incorporated by reference into any registration statement filed by the Company or its wholly owned subsidiary, Cleco Power LLC (“Cleco Power”), under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.  The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company or Cleco Power that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or of any of its subsidiaries, including Cleco Power.

Item 9.01        Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished herewith:

99.1     Press Release issued December 6, 2011 regarding the Company’s earnings guidance for 2011 and 2012 and its five-year capital expenditure forecast for 2012 through 2016.

99.2     Slides to be used by members of senior management of the Company in various presentations beginning on December 6, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CLECO CORPORATION
Date:   December 6, 2011	By:    /s/  R. Russell Davis
	R. Russell Davis
	Senior Vice President — External Relations & Information Technology

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CLECO POWER LLC
Date:   December 6, 2011	By:     /s/  R. Russell Davis
	R. Russell Davis
	Senior Vice President — External Relations & Information Technology

EXHIBIT INDEX

Exhibit Number	Exhibit Description
99.1	Press Release issued December 6, 2011 regarding the Company’s earnings guidance for 2011 and 2012 and its five-year capital expenditure forecast for 2012 through 2016.
99.2	Slides to be used by members of senior management of the Company in various presentations beginning on December 6, 2011.

EX-99.1

	EXHIBIT 99.1
	Cleco Corporation 2030 Donahue Ferry Road PO Box 5000 Pineville, LA  71361-5000 Tel 318-484-7400 www.cleco.com
	NEWS RELEASE

For Immediate Release

Cleco Corporation issues initial operational earnings guidance for 2012, increases operational earnings guidance for 2011 and issues long-term capital expenditures

·   2012 initial operational earnings guidance $2.34 - $2.44 per diluted share

·   2011 operational earnings guidance increased to $2.42 - $2.48 per diluted share

·   Five-year capital expenditure forecast provided for 2012 through 2016

PINEVILLE, La., Dec. 6, 2011 – Cleco Corporation (NYSE: CNL) today issued initial 2012 earnings guidance, increased its 2011 earnings guidance for the third time this year and outlined its preliminary five-year capital expenditure plan for 2012 through 2016.

“We expect our full-year 2012 earnings to be in the range of $2.34 to $2.44 per diluted share compared to our initial 2011 guidance of $2.25 to $2.35 issued in February of this year,” said Bruce Williamson, president and CEO of Cleco Corporation.  “Both our 2012 outlook and initial 2011 guidance utilize normal weather as a baseline assumption.  This results in our 2012 outlook being on average about 4 percent higher than our initial 2011 guidance primarily due to industrial load growth and tighter cost management efforts under way at the company.”

“We also have provided investors more information on our capital deployment plan for the next five years, which includes new investment dollars for discretionary growth, customer reliability projects and compliance with new environmental rules.  This capital plan will expand our investment base in the future, and our strong cash flow position enables us to fund this capital and continue to deliver a strong dividend to our shareholders,” said Williamson.

“Finally, we are raising and narrowing our 2011 earnings guidance range one last time as the effects of this year’s extreme weather and our new focus on cost containment are already yielding positive results.  Our 2011 earnings guidance is now $2.42 to $2.48 per diluted share,” said Williamson.

2012 earnings guidance:

Cleco is initiating 2012 consolidated operational earnings guidance in the range of $2.34 to $2.44 per diluted share.  The 2012 earnings guidance is based on normal weather and compares favorably to Cleco’s initial 2011 earnings guidance of $2.25 to $2.35 per diluted share, which was issued in February 2011 and also was based on normal weather.

In addition to being based on normal weather, Cleco’s 2012 consolidated operational earnings guidance excludes adjustments related to life insurance policies and is based on no earnings contribution from Cleco Midstream Resources LLC.  There also is no impact included for the effects of the Cleco Power LLC (Cleco Power) intermediate-term request for proposal, the results of which will not be made public until late January 2012.  The effective tax rate assumed in the 2012 guidance is 29.9 percent.

2011 earnings guidance:

Cleco is increasing its 2011 consolidated operational earnings guidance to a range of $2.42 to $2.48 per diluted share.  The 2011 earnings guidance estimate includes the positive impacts from an audit settlement with the IRS during October 2011, excludes adjustments related to life insurance policies and the gain related to the Acadia Unit 2 transaction and assumes normal weather for the last quarter of the year.  Cleco Power estimates favorable weather has contributed revenue of approximately $0.14 per diluted share (net of refunds) above the revenue that would have been recorded in a weather-normalized year.  Cleco anticipates releasing fourth-quarter and calendar year 2011 earnings after the market closes on Feb. 23, 2012.

Capital expenditure forecast:

The preliminary capital spending plan for 2012 through 2016 consists of approximately $720.7 million, including approximately $502.1 million of maintenance capital.  An estimated $115.3 million of the remaining $218.6 million will be used to meet the environmental requirements of the Cross State Air Pollution Rule and the Utility Maximum Achievable Control Technology Rule also known as the Mercury and Air Toxics Rule.

Management to meet with investors:

Members of Cleco’s senior management team will answer questions on the information in this release and accompanying presentation materials during meetings with investors in New York Dec. 6-9, 2011.  The accompanying presentation materials, copies of which have been filed today with the Securities and Exchange Commission on Form 8-K, are available on Cleco’s investor relations website at www.cleco.com/investors.

Cleco Corporation is a regional energy company headquartered in Pineville, La.  Cleco owns a regulated electric utility company, Cleco Power LLC, which owns 10 generating units with a total nameplate capacity of 2,572 megawatts and serves approximately 279,000 customers in Louisiana through its retail business and 10 communities across Louisiana and Mississippi through wholesale power contracts.  Cleco also owns a wholesale energy business, Cleco Midstream Resources LLC, which owns two natural gas-fired generating units with a total nameplate capacity of 775 megawatts.  For more information about Cleco, visit www.cleco.com.

In this press release, and from time to time, Cleco Corporation makes certain forward-looking statements about future results and circumstances, including, without limitation, statements regarding future earnings, capital expenditures, project completion dates and total shareholder return, with respect to which there are many risks and uncertainties.  Although Cleco believes that expectations reflected in such forward-looking statements are based on reasonable assumptions, Cleco can give no assurances that these expectations will prove to be correct or that other benefits anticipated in the forward-looking statements will be achieved.  For a discussion of risk factors and other factors that may cause the company’s actual results to differ materially from those contemplated in its forward-looking statements, please refer to the company’s filings with the Securities and Exchange Commission, including its 2010 Annual Report on Form 10-K and 2011 Quarterly Reports on Form 10-Q.

Analyst Contact:

Russell Davis

(318) 484-7501

Investor Contact:

Rodney Hamilton

(318) 484-7593

Media Contact:

Fran Phoenix

(318) 484-7467

###

EX-99.2

CLECO CORPORATION

December 6-9, 2011

Exhibit 99.2

Forward-Looking Statements

2

This presentation contains forward-looking statements about future
results and circumstances, including, without limitation, statements
regarding future earnings, capital expenditures, project completion
dates, future dividends and total shareholder return, with respect to
which there are many risks and uncertainties.Although the company
believes that expectations reflected in such forward-looking
statements are based on reasonable assumptions, we can give no
assurances that these expectations will prove to be correct or that
other benefits anticipated in the forward-looking statements will be
achieved.For a discussion of risk factors and other factors that may
cause the company’s actual results to differ materially from those
contemplated in its forward-looking statements, please refer to the
company’s filings with the Securities and Exchange Commission,
including its 2010 Annual Report on Form 10-K and 2011 Quarterly
Reports on Form 10-Q.

Who is Cleco?Corporate structure/location

3

SERVICE TERRITORY

REGULATED
GENERATION

WHOLESALE
GENERATION

Dolet Hills

Brame Energy Center

Nesbitt Unit 1

Rodemacher Unit 2

Madison Unit 3

Coughlin

Units 6 & 7

Acadia

Unit 1

Teche

Units 1 - 4

Retail Formula Rate Plan

Effective 2010 -2014

Target ROE of 10.7%; 51% Equity

Up to 11.3% ROE before customer sharing

11.7% maximum for retail

Riders to include large projects in rate base and rates

* Operational earnings
guidance as of 12/6/11.

Who is Cleco?Proven Management Team

4

Bruce Williamson - President & Chief Executive Officer

30 years in the energy/utility business, ½ year with Cleco

George Bausewine - Chief Operating Officer of Cleco Power

26 years with Cleco

Darren Olagues - Senior VP & Chief Financial Officer

17 years in the energy/utility business, 4 years with Cleco

Russell Davis - Senior VP of External Relations & Information Technology

29 years in the utility business,12 years with Cleco

Jeff Hall - Senior VP of Governmental Affairs & Chief Diversity Officer

31 years with Cleco

Wade Hoefling - Senior VP and General Counsel

30 years in the energy/utility business, 5 years with Cleco

Judy Miller - Senior VP of Corporate Services & Internal Audit

27 years with Cleco

5

Who is Cleco?Generation fleet: much of the hard work is behind us

Plant	MW	Original COD	Fuel
Madison 3	600	2010	Petcoke, Illinois basin coal, biomass capable
Acadia 1	580	2002	Natural Gas
Dolet Hills	650*	1986	Lignite
Rodemacher 2	523**	1982	Powder River Basin coal
Nesbitt 1	440	1975	Natural Gas
Teche 1/2/3/4	463	1953/56/71/2011	Natural Gas

* Cleco owns 325 MW or
50% of the 650-MW unit

** Cleco owns 157 MW or
30% of the 523-MW unit

Plant	MW	Heat Rate	COD	Fuel
Coughlin Unit 6	264	7360	2000	Natural Gas
Coughlin Unit 7	511	7400	2000	Natural Gas

Madison Unit 3

600-MW solid fuel circulating fluidized-bed unit

Placed in service Feb 2010 at cost of $1 billion

State-of-the-art environmental controls

Acadia Unit 1

580-MW CCGT

Acquired in Feb 2010

$304 million cost/$526 kW

•Last merchant combined-cycle plant in La.

•Ready to serve the growing needs of
regulated utilities, municipalities and
cooperatives

RFP for 3 or 5 years

beginning May 2012

Up to 750 MWs

Long-Term RFP

Closely coordinated with winning
resources from
Phase I RFP

Up to 750 MWs

•RFP issued: Oct. 21, 2011

•Bids due: Nov. 17, 2011

•Anticipated winner notification: Dec. 21, 2011

•Anticipate issuing RFP in early 2012

•Bids will be compared to full
environmental retrofits at existing facilities

6

Phase I

Phase II

Who is Cleco?Unique position in the face of changing environmental compliance

Plans to address short- and long-term environmental
compliance needs up to 750 MW through RFPs

Coughlin -

•Coming off toll at 1/1/12 coincident with CSAPR effective date

• Increasing value as environmental regulations tighten

Value DriverOngoing reliability/cost containment investments

7

Acadiana Load Pocket Transmission Project

• Relieves constraints in south Louisiana service territory

• 90 miles of new transmission infrastructure

• Allows for more efficient dispatch of generation

• Estimated total cost of $250 million (Cleco estimate $125 million)

• Cleco has expended approximately $86 million through Sep 30, 2011

• Included in rate base and rates through the Formula Rate Plan

• 81% complete; final expected in service 2012

Advanced Metering Infrastructure Project

• Replaces all existing meters with electronic meters

• Provides better information for customers and company

• Enhanced outage detection and operational gains

• $73 million total estimated costs less $20 million D.O.E. grant

• Expected project completion - 2013

8

Value DriverCommitment to shareholder value

Feb 24,
2011

Aug 3, 2011

Nov 2, 2011

May 2010

May 2011

Nov 2011

• Dividend has increased 38.9% since Feb 2010

• Commitment to produce total shareholder return of 8%-10% annually through 2014

• Long-term dividend payout target of 50%-60% of sustainable earnings

Earnings

Dividends

* Operational earnings guidance as of 12/6/11.

Dec 6, 2011

9

Value Driver2012 - Earnings Guidance

* Operational earnings guidance as of 12/6/11.

Initial 2011 guidance (assuming normal weather) was $2.25 - $2.35; Approx $0.14 of
revenue EPS, related to favorable weather, in 2011 earnings through Sep 30, 2011

2011	2012	Original Earnings Guidance Assumption
		Normal weather
		No earnings contribution from Midstream
NA		No impact included for Cleco Power intermediate-term RFP; results will be made public in late January 2012
		Excludes adjustments related to life insurance policies
31.4%	29.9%	Effective tax rate

Initial guidance
for 2012 is on
average 4%
higher than
initial guidance
for 2011

Value Driver
2012 - Capital Expenditures (excluding AFUDC)

10

($ millions)	2012	2012 - 2016
Routine/Maintenance	117.5	502.1
Rate Base Expansion
Discretionary
Acadiana Load Pocket	25.6	25.6
Automated Metering Infrastructure	34.1	45.4
Acadia Pipeline	8.1	8.1
Total Discretionary	67.8	79.1
Environmental
Utility MACT Rule Compliance	21.5	105.9
CSAPR Compliance	9.4	9.4
Total Environmental	30.9	115.3
Total Rate Base Expansion	98.7	194.4
Cleco Power Total	216.2	696.5
Midstream	5.2	24.2
Cleco Consolidated Total	221.4	720.7

• Routine CAPEX runs approx $100 million per
year

• Acadiana Load Pocket transmission project is in
its final year of construction in 2012

• AMI project is approx $53 million net of the
DOE grant of $20 million

• Acadia Pipeline will interconnect the Acadia
Power Station with the Pine Prairie gas storage
site - approx $2 million will be expended in 2011

• Utility MACT Rule Compliance expenditures
will be over a three-year period of 2012 - 2014

• CSAPR Compliance will have approx $5.2
million expended in 2011

Value DriverFinancial strength

11

2013

2012

•All debt at the holding company retired in 2011

• Revolving credit facilities increased $50 million to $550 million

• Interest rate lowered

• Term increased to 5 years

• Liquidity of $658 million at Sep 30, 2011 - Ability to fund
growth initiatives

• Free Cash Flow1 = approx $70 million - $100 million after
payment of dividends

2011 - 14

1 Free Cash Flow defined as Operating Cash Flow less Routine/Maintenance CAPEX less Dividends

Major CAPEX Rate Base Additions