10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

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

For the quarterly period ended March 31, 2012

Or

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

Commission file number 1-15759

CLECO CORPORATION

(Exact name of registrant as specified in its charter)

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

Commission file number 1-05663

CLECO POWER LLC

(Exact name of registrant as specified in its charter)

Louisiana (State or other jurisdiction of incorporation or organization)	72-0244480 (I.R.S. Employer Identification No.)
2030 Donahue Ferry Road, Pineville, Louisiana (Address of principal executive offices)	71360-5226 (Zip Code)
Registrant’s telephone number, including area code:  (318) 484-7400
Indicate by check mark whether the Registrants: (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrants were required to file such reports) and (2) have been subject to such filing requirements for the past 90 days.   Yes x No ¨
Indicate by check mark whether the Registrants have submitted electronically and posted on their corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrants were required to submit and post such files).  Yes x No ¨
Indicate by check mark whether Cleco Corporation is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):   Large accelerated filer x          Accelerated filer ¨                 Non-accelerated filer ¨  (Do not check if a smaller reporting company)      Smaller reporting company ¨
Indicate by check mark whether Cleco Power LLC is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one): Large accelerated filer ¨           Accelerated filer ¨                Non-accelerated filer x  (Do not check if a smaller reporting company)      Smaller reporting company ¨
Indicate by check mark whether the Registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act)  Yes ¨    No x

Number of shares outstanding of each of Cleco Corporation’s classes of Common Stock, as of the latest practicable date.

Registrant	Description of Class	Shares Outstanding at April 30, 2012
Cleco Corporation	Common Stock, $1.00 Par Value	60,919,728

Cleco Power LLC, a wholly owned subsidiary of Cleco Corporation, meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format.

CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

This Combined Quarterly Report on Form 10-Q is separately filed by Cleco Corporation and Cleco Power.  Information in this filing relating to Cleco Power is filed by Cleco Corporation and separately by Cleco Power on its own behalf.  Cleco Power makes no representation as to information relating to Cleco Corporation (except as it may relate to Cleco Power) or any other affiliate or subsidiary of Cleco Corporation.

This report should be read in its entirety as it pertains to each respective Registrant.  The Notes to the Unaudited Condensed Consolidated Financial Statements are combined.

TABLE OF CONTENTS

		PAGE
GLOSSARY OF TERMS		3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		5
PART I	Financial Information
ITEM 1.	Cleco Corporation — Condensed Consolidated Financial Statements	7
	Cleco Power — Condensed Consolidated Financial Statements	14
	Notes to the Unaudited Condensed Consolidated Financial Statements	20
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	47
ITEM 4.	Controls and Procedures	48
PART II	Other Information
ITEM 1.	Legal Proceedings	49
ITEM 1A.	Risk Factors	49
ITEM 4.	Mine Safety Disclosures	49
ITEM 5.	Other Information	50
ITEM 6.	Exhibits	51
	Signatures	52

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CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

GLOSSARY OF TERMS

References in this filing, including all items in Parts I and II, to “Cleco” mean Cleco Corporation and its subsidiaries, including Cleco Power, and references to “Cleco Power” mean Cleco Power LLC and its subsidiaries, unless the context clearly indicates otherwise. Additional abbreviations or acronyms used in this filing, including all items in Parts I and II are defined below:

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 Lignite Mining Agreement	Amended and restated lignite mining agreement effective December 29, 2009
AMI	Advanced Metering Infrastructure
APH	Acadia Power Holdings LLC, a wholly owned subsidiary of Midstream
Attala	Attala Transmission LLC, a wholly owned subsidiary of Cleco Corporation
Cajun	Cajun Gas Energy L.L.C.  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
Cleco Innovations LLC	A wholly owned subsidiary of Cleco Corporation
Cleco Katrina/Rita	Cleco Katrina/Rita Hurricane Recovery Funding LLC, a wholly owned subsidiary of Cleco Power
Coughlin	Coughlin Power Station, a combined-cycle, natural gas-fired power plant located in Evangeline Parish, Louisiana.
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 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
ERO	Electric Reliability Organization
ESPP	Cleco Corporation Employee Stock Purchase Plan
Evangeline	Cleco Evangeline LLC, a wholly owned subsidiary of Midstream
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
Evangeline Restructuring Agreement	Purchase, Sale and Restructuring Agreement entered into on February 22, 2010, by Evangeline and JPMVEC
FASB	Financial Accounting Standards Board
FERC	Federal Energy Regulatory Commission
FRP	Formula Rate Plan
GAAP	Generally Accepted Accounting Principles in the United States
GO Zone	Gulf Opportunity Zone Act of 2005 (Public Law 109-135)
ICT	Independent Coordinator of Transmission
Interconnection Agreement	One of two Interconnection Agreement and Real Estate Agreements, one between Attala and Entergy Mississippi, and the other between Perryville and Entergy Louisiana
IRP	Integrated Resource Planning
IRS	Internal Revenue Service
JPMVEC	J.P. Morgan Ventures Energy Corporation.  In September 2008, BE Louisiana LLC was merged into JPMVEC.

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CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

ABBREVIATION OR ACRONYM	DEFINITION
kWh	Kilowatt-hour(s) as applicable
LIBOR	London Inter-Bank Offer Rate
Lignite Mining Agreement	Dolet Hills Mine Lignite Mining Agreement, dated as of May 31, 2001
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.
Midstream	Cleco Midstream Resources LLC, a wholly owned subsidiary of Cleco Corporation
MMBtu	Million British thermal units
Moody’s	Moody’s Investors Service
MW	Megawatt(s) as applicable
NERC	North American Electric Reliability Corporation
Not Meaningful	A percentage comparison of these items is not statistically meaningful because the percentage difference is greater than 1,000%
NOx	Nitrogen oxides
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
Perryville	Perryville Energy Partners, L.L.C., a wholly owned subsidiary of Cleco Corporation
Power Purchase Agreement	Power Purchase Agreement, dated as of January 28, 2004, between Perryville and Entergy Services
PPACA	Patient Protection and Affordable Care Act (HR 3590)
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.
SPP	Southwest Power Pool
Support Group	Cleco Support Group LLC, a wholly owned subsidiary of Cleco Corporation
SWEPCO	Southwestern Electric Power Company, a wholly owned subsidiary of American Electric Power Company, Inc.
USB NMTC Fund 2008-1 LLC	Fund formed to hold new markets tax credits and solar credits for the benefit of Cleco Corporation.
VaR	Value-at-risk

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CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Combined Quarterly Report on Form 10-Q includes “forward-looking statements” about future events, circumstances, and results. All statements other than statements of historical fact included in this Combined Quarterly Report are forward-looking statements, including, without limitation, future capital expenditures; projections, including with respect to base revenue; business strategies; goals, beliefs, plans, and objectives; competitive strengths; market developments; development and operation of facilities; growth in sales volume; meeting capacity requirements, including through RFPs; expansion of service to certain customers and service to new customers; future environmental regulations and remediation liabilities; electric customer credits; and the anticipated outcome of various regulatory and legal proceedings. Although the Registrants believe that the expectations reflected in such forward-looking statements are reasonable, such forward-looking statements are based on numerous assumptions (some of which may prove to be incorrect) and are subject to risks and uncertainties that could cause the actual results to differ materially from the Registrants’ expectations. In addition to any assumptions and other factors referred to specifically in connection with these forward-looking statements, the following list identifies some of the factors that could cause the Registrants’ actual results to differ materially from those contemplated in any of the Registrants’ forward-looking statements:

• factors affecting utility operations, such as unusual weather conditions or other natural phenomena, catastrophic weather-related damage (such as hurricanes and other storms or severe drought conditions), unscheduled generation outages, unanticipated maintenance or repairs, unanticipated changes to fuel costs, fuel supply costs or availability constraints due to higher demand, shortages, transportation problems, or other developments, fuel mix of Cleco’s generation facilities, decreased customer load, environmental incidents, environmental compliance costs, and power transmission system constraints,

• Cleco Corporation’s holding company structure and its dependence on the earnings, dividends, or distributions from its subsidiaries to meet its debt obligations and pay dividends on its common stock,

• Cleco Power’s ability to recover costs incurred on projects funded or partially funded through 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 power purchase agreements, or the restructuring of those agreements, including possible termination,

• nonperformance by and creditworthiness of the guarantor counterparty of the USB NMTC Fund 2008-1 LLC,

• regulatory factors such as changes in rate-setting policies, recovery of investments made under traditional regulation,

recovery of storm restoration costs, the frequency and timing of rate increases or decreases, the results of periodic NERC and LPSC audits, the formation of ICTs, including possible participation in an RTO and Cleco Power’s ability to recover related transmission upgrade costs, and the compliance with the ERO reliability standards for bulk power systems by Cleco Power and Evangeline,

• financial or regulatory accounting principles or policies imposed by FASB, the SEC, the PCAOB, FERC, the LPSC, or similar entities with regulatory or accounting oversight,

• economic conditions, including the ability of customers to continue paying 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 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 in tax laws or rates, or regulating policies,

• the impact of current or future environmental laws and

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CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

regulations, including those related to greenhouse gases and energy efficiency, which could limit or terminate the operation of certain generating units, increase costs, reduce customer demand for electricity, or otherwise materially adversely impact the Registrants’ financial condition or results of operations,

• ability of Cleco Power to recover from its customers the costs of compliance with environmental laws and regulations, and

• ability of Dolet Hills lignite reserve to provide sufficient fuel to the Dolet Hills Power Station until at least 2026.

For more discussion of these factors and other factors that could cause actual results to differ materially from those contemplated in the Registrants’ forward-looking statements, please read "Risk Factors" in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2011. All subsequent written and oral forward-looking statements attributable to the Registrants or persons acting on their behalf are expressly qualified in their entirety by the factors identified above.

The Registrants undertake no obligation to update any forward-looking statements, whether as a result of changes in actual results, changes in assumptions, or other factors affecting such statements.

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CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

PART I — FINANCIAL INFORMATION

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Cleco Corporation

These unaudited condensed consolidated financial statements should be read in conjunction with Cleco Corporation’s Consolidated Financial Statements and Notes included in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2011. For more information on the basis of presentation, see “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 1 — Summary of Significant Accounting Policies — Basis of Presentation.”

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CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

CLECO CORPORATION
Condensed Consolidated Statements of Income (Unaudited)
	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)	2012			2011
Operating revenue
Electric operations	$	209,590		$	238,468
Tolling operations	—			2,781
Other operations	10,946			12,728
Affiliate revenue	—			147
Gross operating revenue	220,536			254,124
Electric customer credits	2,237			(434		)
Operating revenue, net	222,773			253,690
Operating expenses
Fuel used for electric generation	73,064			96,968
Power purchased for utility customers	8,637			9,048
Other operations	27,700			27,063
Maintenance	17,235			16,809
Depreciation	31,167			29,098
Taxes other than income taxes	10,030			9,460
(Gain) loss on sale of assets	(33		)	10
Total operating expenses	167,800			188,456
Operating income	54,973			65,234
Interest income	34			115
Allowance for other funds used during construction	1,017			1,978
Equity income from investees, before tax	1			611
Other income	9,375			1,205
Other expense	(1,335		)	(1,318		)
Interest charges
Interest charges, including amortization of debt expense, premium, and discount, net	20,968			27,328
Allowance for borrowed funds used during construction	(344		)	(714		)
Total interest charges	20,624			26,614
Income before income taxes	43,441			41,211
Federal and state income tax expense	13,410			12,195
Net income	30,031			29,016
Preferred dividends requirements	—			12
Net income applicable to common stock	$	30,031		$	29,004
Average number of basic common shares outstanding	60,372,567			60,576,004
Average number of diluted common shares outstanding	60,598,975			60,904,867
Basic earnings per share
Net income applicable to common stock	$	0.50		$	0.48
Diluted earnings per share
Net income applicable to common stock	$	0.50		$	0.48
Cash dividends paid per share of common stock	$	0.3125		$	0.25
The accompanying notes are an integral part of the condensed consolidated financial statements.

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CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

CLECO CORPORATION
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012			2011
Net income	$	30,031		$	29,016
Other comprehensive income, net of tax:
Amortization of postretirement benefit net loss (net of tax expense of $165 in 2012 and $148 in 2011)	363			338
Cash flow hedges:
Net derivative gain (net of tax expense of $1,792 in 2012)	2,865			—
Reclassification of net gain to interest charges (net of tax benefit $34 in 2011)	(1		)	(55		)
Reclassification of ineffectiveness to regulatory asset (net of tax expense of $982 in 2012)	1,571			—
Total other comprehensive income, net of tax	4,798			283
Comprehensive income, net of tax	$	34,829		$	29,299
The accompanying notes are an integral part of the condensed consolidated financial statements.

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CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

CLECO CORPORATION
Condensed Consolidated Balance Sheets (Unaudited)
(THOUSANDS)	AT MARCH 31, 2012			AT DECEMBER 31, 2011
Assets
Current assets
Cash and cash equivalents	$	47,249		$	93,576
Restricted cash	3,320			8,761
Customer accounts receivable (less allowance for doubtful accounts of $903 in 2012 and $1,128 in 2011)	30,177			37,813
Other accounts receivable (less allowance for doubtful accounts of $26 in 2012 and $8 in 2011)	40,542			42,051
Taxes receivable	31,880			44,584
Unbilled revenue	25,827			30,129
Fuel inventory, at average cost	45,354			41,845
Material and supplies inventory, at average cost	54,393			53,714
Interest rate risk management asset	1,326			—
Accumulated deferred federal and state income taxes, net	34,487			29,249
Accumulated deferred fuel	—			2,136
Cash surrender value of company-/trust-owned life insurance policies	53,743			51,073
Prepayments	3,680			5,384
Regulatory assets - other	13,089			13,028
Other current assets	1,524			3,442
Total current assets	386,591			456,785
Property, plant, and equipment
Property, plant, and equipment	4,035,086			4,023,655
Accumulated depreciation	(1,252,575		)	(1,230,783		)
Net property, plant, and equipment	2,782,511			2,792,872
Construction work in progress	123,451			101,027
Total property, plant, and equipment, net	2,905,962			2,893,899
Equity investment in investees	14,541			14,540
Prepayments	4,654			4,770
Restricted cash, less current portion	27,260			27,067
Regulatory assets and liabilities - deferred taxes, net	215,793			214,421
Regulatory assets - other	264,030			269,444
Net investment in direct financing lease	13,592			13,633
Intangible asset	130,582			133,595
Other deferred charges	21,692			22,048
Total assets	$	3,984,697		$	4,050,202
The accompanying notes are an integral part of the condensed consolidated financial statements.

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CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

CLECO CORPORATION
Condensed Consolidated Balance Sheets (Unaudited) (Continued)
(THOUSANDS)	AT MARCH 31, 2012			AT DECEMBER 31, 2011
Liabilities and shareholders’ equity
Liabilities
Current liabilities
Long-term debt due within one year	$	13,540		$	24,258
Accounts payable	71,807			125,721
Customer deposits	43,962			43,091
Provision for rate refund	6,977			7,323
Interest accrued	27,013			22,642
Accumulated deferred fuel	6,198			—
Energy risk management liability, net	3,096			5,336
Interest rate risk management liability	—			3,330
Regulatory liabilities - other	28,473			33,019
Deferred compensation	9,591			8,302
Uncertain tax positions	15,550			27,239
Other current liabilities	16,822			20,741
Total current liabilities	243,029			321,002
Deferred credits
Accumulated deferred federal and state income taxes, net	670,252			649,926
Accumulated deferred investment tax credits	7,137			7,432
Post-retirement benefit obligations	135,645			133,274
Regulatory liabilities - other	3,079			7,303
Restricted storm reserve	25,454			24,880
Uncertain tax positions	25,932			23,494
Tax credit fund investment, net	63,945			61,507
Contingent sale obligations	22,150			29,357
Other deferred credits	31,485			35,114
Total deferred credits	985,079			972,287
Long-term debt, net	1,319,631			1,337,056
Total liabilities	2,547,739			2,630,345
Commitments and Contingencies (Note 11)
Shareholders’ equity
Common shareholders’ equity
Common stock, $1 par value, authorized 100,000,000 shares, issued 60,872,583 and 60,702,342 shares and outstanding 60,462,665 and 60,291,939 shares at March 31, 2012, and December 31, 2011, respectively	60,873			60,702
Premium on common stock	411,044			409,904
Retained earnings	1,001,582			990,605
Treasury stock, at cost, 409,918 and 410,403 shares at March 31, 2012, and December 31, 2011, respectively	(13,200		)	(13,215		)
Accumulated other comprehensive loss	(23,341		)	(28,139		)
Total shareholders’ equity	1,436,958			1,419,857
Total liabilities and shareholders’ equity	$	3,984,697		$	4,050,202
The accompanying notes are an integral part of the condensed consolidated financial statements.

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CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

CLECO CORPORATION
Condensed Consolidated Statements of Cash Flows (Unaudited)
	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012			2011
Operating activities
Net income	$	30,031		$	29,016
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	38,445			47,662
Income from equity investments	(1		)	(611		)
Unearned compensation expense	1,329			2,487
Allowance for other funds used during construction	(1,017		)	(1,978		)
Net deferred income taxes	889			(13,144		)
Deferred fuel costs	7,433			3,030
Cash surrender value of company-/trust-owned life insurance	(1,806		)	(1,141		)
Changes in assets and liabilities:
Accounts receivable	6,253			(13,958		)
Unbilled revenue	4,302			12,269
Fuel, materials and supplies inventory	(4,187		)	23,920
Prepayments	1,820			2,520
Accounts payable	(53,174		)	(35,617		)
Customer deposits	2,952			3,205
Postretirement benefit obligations	2,831			(58,370		)
Regulatory assets and liabilities, net	(4,436		)	(12,266		)
Other deferred accounts	(5,835		)	2,313
Taxes accrued	12,112			2,958
Interest accrued	4,511			12,555
Energy risk management assets and liabilities, net	(174		)	749
Other operating	(905		)	(3,297		)
Net cash provided by operating activities	41,373			2,302
Investing activities
Additions to property, plant, and equipment	(39,380		)	(21,883		)
Allowance for other funds used during construction	1,017			1,978
Return of equity investment in tax credit fund	10,215			—
Contributions to tax credit fund	(18,540		)	(9,239		)
Transfer of cash from restricted accounts	5,248			9,391
Other investing	615			216
Net cash used in investing activities	(40,825		)	(19,537		)

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CLECO POWER	2012 1ST QUARTER FORM 10-Q

CLECO CORPORATION
Condensed Consolidated Statements of Cash Flows (Unaudited) (Continued)
	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012			2011
Financing activities
Payments on credit facility	(10,000		)	(15,000		)
Retirement of long-term debt	(17,847		)	(6,283		)
Dividends paid on preferred stock	—			(12		)
Dividends paid on common stock	(18,905		)	(15,171		)
Other financing	(123		)	(236		)
Net cash used in financing activities	(46,875		)	(36,702		)
Net decrease in cash and cash equivalents	(46,327		)	(53,937		)
Cash and cash equivalents at beginning of period	93,576			191,128
Cash and cash equivalents at end of period	$	47,249		$	137,191
Supplementary cash flow information
Interest paid (net of amount capitalized)	$	8,251		$	9,619
Income taxes paid (refunded), net	$	6		$	11,068
Supplementary non-cash investing and financing activities
Accrued additions to property, plant, and equipment	$	6,974		$	23,245
Non-cash additions to property, plant, and equipment	$	619		$	124
Issuance of treasury stock – LTICP	$	16		$	23
Issuance of common stock – LTICP/ESPP	$	86		$	77
The accompanying notes are an integral part of the condensed consolidated financial statements.

13

CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

PART I — FINANCIAL INFORMATION

ITEM 1.CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Cleco Power

These unaudited condensed consolidated financial statements should be read in conjunction with Cleco Power’s Consolidated Financial Statements and Notes included in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2011. For more information on the basis of presentation, see “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 1 — Summary of Significant Accounting Policies — Basis of Presentation.”

14

CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

CLECO POWER
Condensed Consolidated Statements of Income (Unaudited)
	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)	2012			2011
Operating revenue
Electric operations	$	209,590		$	238,468
Other operations	10,448			12,243
Affiliate revenue	345			346
Gross operating revenue	220,383			251,057
Electric customer credits	2,237			(434		)
Operating revenue, net	222,620			250,623
Operating expenses
Fuel used for electric generation	73,064			96,968
Power purchased for utility customers	9,871			9,048
Other operations	26,343			25,387
Maintenance	16,014			15,613
Depreciation	29,410			27,401
Taxes other than income taxes	8,932			8,388
Gain on sale of assets	—			(1		)
Total operating expenses	163,634			182,804
Operating income	58,986			67,819
Interest income	30			113
Allowance for other funds used during construction	1,017			1,978
Other income	1,096			211
Other expense	(1,331		)	(1,289		)
Interest charges
Interest charges, including amortization of debt expense, premium, and discount, net	18,830			25,116
Allowance for borrowed funds used during construction	(344		)	(714		)
Total interest charges	18,486			24,402
Income before income taxes	41,312			44,430
Federal and state income tax expense	14,507			14,400
Net income	$	26,805		$	30,030
The accompanying notes are an integral part of the condensed consolidated financial statements.

15

CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

CLECO POWER
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012			2011
Net income	$	26,805		$	30,030
Other comprehensive income, net of tax:
Amortization of postretirement benefit net loss (net of tax expense of $75 in 2012 and $63 in 2011)	204			186
Cash flow hedges:
Net derivative gain (net of tax expense of $1,792 in 2012)	2,865			—
Reclassification of net gain to interest charges (net of tax benefit of $34 in 2011)	(1		)	(55		)
Reclassification of ineffectiveness to regulatory asset (net of tax expense of $982 in 2012)	1,571			—
Total other comprehensive income, net of tax	4,639			131
Comprehensive income, net of tax	$	31,444		$	30,161
The accompanying notes are an integral part of the condensed consolidated financial statements.

16

CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

CLECO POWER
Condensed Consolidated Balance Sheets (Unaudited)
(THOUSANDS)	AT MARCH 31, 2012			AT DECEMBER 31, 2011
Assets
Utility plant and equipment
Property, plant, and equipment	$	3,768,322		$	3,759,541
Accumulated depreciation	(1,173,098		)	(1,153,004		)
Net property, plant, and equipment	2,595,224			2,606,537
Construction work in progress	122,351			97,595
Total utility plant, net	2,717,575			2,704,132
Current assets
Cash and cash equivalents	35,885			67,458
Restricted cash	3,320			8,761
Customer accounts receivable (less allowance for doubtful accounts of $903 in 2012 and $1,128 in 2011)	30,177			37,813
Accounts receivable - affiliate	2,325			2,405
Other accounts receivable (less allowance for doubtful accounts of $26 in 2012 and $8 in 2011)	35,118			35,618
Taxes receivable	5,346			3,197
Unbilled revenue	25,827			30,129
Fuel inventory, at average cost	45,354			41,845
Material and supplies inventory, at average cost	51,727			51,132
Interest rate risk management asset	1,326			—
Accumulated deferred federal and state income taxes, net	19,152			19,829
Accumulated deferred fuel	—			2,136
Cash surrender value of company-owned life insurance policies	20,540			20,433
Prepayments	3,185			4,155
Regulatory assets - other	13,089			13,028
Other current assets	593			375
Total current assets	292,964			338,314
Equity investment in investee	14,532			14,532
Prepayments	4,654			4,770
Restricted cash, less current portion	27,164			26,970
Regulatory assets and liabilities - deferred taxes, net	215,793			214,421
Regulatory assets - other	264,030			269,444
Intangible asset	130,582			133,595
Other deferred charges	20,021			20,293
Total assets	$	3,687,315		$	3,726,471

(Continued on next page)

17

CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

CLECO POWER
Condensed Consolidated Balance Sheets (Unaudited) (Continued)
(THOUSANDS)	AT MARCH 31, 2012		AT DECEMBER 31, 2011
Liabilities and member’s equity
Member’s equity	$	1,232,306	$	1,230,862
Long-term debt, net	1,319,631		1,327,056
Total capitalization	2,551,937		2,557,918
Current liabilities
Long-term debt due within one year	13,540		24,258
Accounts payable	68,164		111,504
Accounts payable - affiliate	20,599		9,311
Customer deposits	43,962		43,091
Provision for rate refund	6,977		7,323
Interest accrued	26,255		22,540
Energy risk management liability, net	3,096		5,336
Accumulated deferred fuel	6,198		—
Interest rate risk management liability	—		3,330
Regulatory liabilities - other	28,473		33,019
Uncertain tax positions	15,812		27,465
Other current liabilities	13,327		14,780
Total current liabilities	246,403		301,957
Commitments and Contingencies (Note 11)
Deferred credits
Accumulated deferred federal and state income taxes, net	703,297		675,835
Accumulated deferred investment tax credits	7,137		7,432
Post-retirement benefit obligations	95,792		94,147
Regulatory liabilities - other	3,079		7,303
Restricted storm reserve	25,454		24,880
Uncertain tax positions	22,331		19,906
Other deferred credits	31,885		37,093
Total deferred credits	888,975		866,596
Total liabilities and member’s equity	$	3,687,315	$	3,726,471
The accompanying notes are an integral part of the condensed consolidated financial statements.

18

CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

CLECO POWER
Condensed Consolidated Statements of Cash Flows (Unaudited)
	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012			2011
Operating activities
Net income	$	26,805		$	30,030
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	33,049			31,082
Unearned compensation expense	297			753
Allowance for other funds used during construction	(1,017		)	(1,978		)
Net deferred income taxes	14,052			4,326
Deferred fuel costs	7,433			3,030
Cash surrender value of company-owned life insurance	(107		)	11
Changes in assets and liabilities:
Accounts receivable	5,767			(10,720		)
Accounts and notes receivable, affiliate	286			(725		)
Unbilled revenue	4,302			12,269
Fuel, materials and supplies inventory	(4,105		)	24,038
Prepayments	1,085			1,927
Accounts payable	(43,623		)	(34,966		)
Accounts and notes payable, affiliate	11,055			9,032
Customer deposits	2,952			3,205
Postretirement benefit obligations	1,673			(58,893		)
Regulatory assets and liabilities, net	(4,436		)	(12,266		)
Other deferred accounts	(8,747		)	1,379
Taxes accrued	(2,171		)	(9,080		)
Interest accrued	5,330			12,833
Energy risk management assets and liabilities, net	(174		)	749
Other operating	(2,193		)	(737		)
Net cash provided by operating activities	47,513			5,299
Investing activities
Additions to property, plant, and equipment	(38,507		)	(20,720		)
Allowance for other funds used during construction	1,017			1,978
Transfer of cash from restricted accounts	5,248			9,391
Other investing	1,483			396
Net cash used in investing activities	(30,759		)	(8,955		)
Financing activities
Retirement of long-term debt	(17,847		)	(6,283		)
Distribution to parent	(30,000		)	(50,000		)
Other financing	(480		)	(533		)
Net cash used in financing activities	(48,327		)	(56,816		)
Net decrease in cash and cash equivalents	(31,573		)	(60,472		)
Cash and cash equivalents at beginning of period	67,458			184,912
Cash and cash equivalents at end of period	$	35,885		$	124,440
Supplementary cash flow information
Interest paid (net of amount capitalized)	$	8,180		$	8,481
Income taxes paid (refunded), net	$	—		$	(229	)
Supplementary non-cash investing and financing activities
Accrued additions to property, plant, and equipment	$	11,262		$	23,246
Non-cash additions to property, plant, and equipment	$	619		$	124
The accompanying notes are an integral part of the condensed consolidated financial statements.

19

CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

Index to Applicable Notes to the Unaudited Condensed Consolidated Financial Statements of Registrants
Note 1	Summary of Significant Accounting Policies	Cleco Corporation and Cleco Power
Note 2	Recent Authoritative Guidance	Cleco Corporation and Cleco Power
Note 3	Regulatory Assets and Liabilities	Cleco Corporation and Cleco Power
Note 4	Fair Value Accounting	Cleco Corporation and Cleco Power
Note 5	Debt	Cleco Corporation and Cleco Power
Note 6	Pension Plan and Employee Benefits	Cleco Corporation and Cleco Power
Note 7	Income Taxes	Cleco Corporation and Cleco Power
Note 8	Disclosures about Segments	Cleco Corporation
Note 9	Electric Customer Credits	Cleco Corporation and Cleco Power
Note 10	Variable Interest Entities	Cleco Corporation and Cleco Power
Note 11	Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees	Cleco Corporation and Cleco Power
Note 12	Affiliate Transactions	Cleco Corporation and Cleco Power
Note 13	Acadia Unit 2 Transaction	Cleco Corporation and Cleco Power
Note 14	Subsequent Events	Cleco Corporation and Cleco Power

Notes to the Unaudited Condensed Consolidated Financial Statements

Note 1 — Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying condensed consolidated financial statements of Cleco include the accounts of Cleco and its majority-owned subsidiaries after elimination of intercompany accounts and transactions.

Basis of Presentation

The condensed consolidated financial statements of Cleco Corporation and Cleco Power have been prepared pursuant to the rules and regulations of the SEC. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted; however, Cleco believes that the disclosures are adequate to make the information presented not misleading.

The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The unaudited financial information included in the condensed consolidated financial statements of Cleco Corporation and Cleco Power reflects all adjustments of a normal recurring nature which are, in the opinion of the management of Cleco Corporation and Cleco Power, necessary for a fair statement of the financial position and the results of operations for the interim periods. Information for interim periods is affected by seasonal variations in sales, rate changes, timing of fuel expense recovery, and other factors, and is not indicative necessarily of the results that may be expected for the full fiscal year. For more information on recent authoritative guidance and its effect on financial results, see Note 2 — “Recent Authoritative Guidance.”

Property, Plant, and Equipment

Property, plant, and equipment consist primarily of regulated utility generation and energy transmission assets. Regulated assets, utilized primarily for retail operations and electric

transmission and distribution, are stated at the cost of construction, which includes certain materials, labor, payroll taxes and benefits, administrative and general costs, and the estimated cost of funds used during construction. Jointly owned assets are reflected in property, plant, and equipment at Cleco Power’s share of the cost to construct or purchase the assets.

Property, plant, and equipment consist of:

(THOUSANDS)	AT MARCH 31, 2012			AT DECEMBER 31, 2011
Regulated utility plants	$	3,768,322		$	3,759,541
Other	266,764			264,114
Total property, plant, and equipment	4,035,086			4,023,655
Accumulated depreciation	(1,252,575		)	(1,230,783		)
Net property, plant, and equipment	$	2,782,511		$	2,792,872

Restricted Cash

Various agreements to which Cleco is subject contain covenants that restrict its use of cash. As certain provisions under these agreements are met, cash is transferred out of related escrow accounts and becomes available for its intended purposes and/or general corporate purposes. Cleco’s restricted cash consisted of:  

(THOUSANDS)	AT MARCH 31, 2012		AT DECEMBER 31, 2011
Diversified Lands’ mitigation escrow	$	97	$	97
Cleco Katrina/Rita’s storm recovery bonds	3,320		8,761
Cleco Power’s future storm restoration costs	25,450		24,876
Cleco Power’s renewable energy grant	—		381
Cleco Power’s NOx allowance escrow	1,713		1,713
Total restricted cash	$	30,580	$	35,828

Cleco Katrina/Rita has the right to bill and collect storm restoration costs from Cleco Power’s customers. As cash is collected, it is restricted for payment of operating expenses, interest, and principal on storm recovery bonds. During the three months ended March 31, 2012, Cleco Katrina/Rita had collected $4.8 million net of operating expenses. In March

20

CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

2012, Cleco Katrina/Rita used $6.7 million for scheduled storm recovery bond principal payments and $3.6 million for related interest. 

Fair Value Measurements and Disclosures

Various accounting pronouncements require certain assets and liabilities to be measured at their fair values. Some assets and liabilities are required to be measured at their fair value each reporting period, while others are required to be measured only one time, generally the date of acquisition or debt issuance. Cleco and Cleco Power are required to disclose the fair value of certain assets and liabilities by one of three levels when required for recognition purposes under GAAP. Other financial assets and liabilities, such as long-term debt, are reported at their carrying values at their date of issuance on the condensed consolidated balance sheets with their fair values as of the balance sheet date disclosed within the three levels. For more information about fair value levels, see Note 4 — “Fair Value Accounting.”

Risk Management

Market risk inherent in Cleco Power’s market risk-sensitive instruments and positions includes potential changes arising from changes in interest rates and the commodity market prices of power and natural gas on different energy exchanges. Cleco’s Energy Market Risk Management Policy authorizes the use of various derivative instruments, including exchange traded futures and option contracts, forward purchase and sales contracts, and swap transactions to reduce exposure to fluctuations in the price of power and natural gas. Cleco applies the authoritative guidance as it relates to derivatives and hedging to determine whether the market risk-sensitive instruments and positions are required to be marked-to-market. Generally, Cleco Power’s market risk-sensitive instruments and positions qualify for the normal-purchase, normal-sale exception to mark-to-market accounting because Cleco Power takes physical delivery and the instruments and positions are used to satisfy customer requirements.

Cleco Power may enter into positions to mitigate the volatility in customer fuel costs. These positions are marked-to-market with the resulting gain or loss recorded on the balance sheet as a component of energy risk management assets or liabilities. Such gain or loss is deferred as a component of deferred fuel assets or liabilities. When these positions close, actual gains or losses will be included in the fuel adjustment clause and reflected on customers’ bills as a component of the fuel cost adjustment.

Cleco Power maintains margin accounts with commodity brokers used to partially fund the acquisition of natural gas futures, options, and swap contracts. These contracts/positions are used to mitigate the risks associated with the volatility in customer fuel costs noted above. The current and long-term portions of collateral are reported as a component of energy risk management assets or liabilities and other deferred credits, respectively.

Cleco and Cleco Power maintain a master netting agreement policy and monitor credit risk exposure through review of counterparty credit quality, counterparty credit exposure, and counterparty concentration levels. Cleco manages these risks by establishing appropriate credit and concentration limits on transactions with counterparties and by requiring contractual guarantees, cash deposits, or letters of

credit from counterparties or their affiliates, as deemed necessary. Cleco Power has agreements in place with various counterparties that authorize the netting of financial buys and sells and contract payments to mitigate credit risk for transactions entered into for risk management purposes.

Cleco has entered into various contracts to mitigate the volatility in interest rate risk. These contracts include, but are not limited to, interest rate swaps and treasury rate locks. For these contracts in which Cleco is hedging the variability of cash flows related to forecasted transactions that qualify as cash flow hedges, the changes in the fair value of such derivative instruments are reported in other comprehensive income. To qualify for hedge accounting, the relationship between the hedging instrument and the hedged item must be documented to include the risk management objective and strategy, and, at inception and on an ongoing basis, the effectiveness of the hedge in offsetting the changes in the cash flows of the item being hedged. Gains or losses accumulated in other comprehensive income are reclassified as earnings in the periods in which earnings are affected by the variability of the cash flows of the hedged item. The ineffective portions of hedges will be recognized in current-period earnings unless management determines that it is probable that the costs will be recovered through the rate-making process. If management determines that it is probable that the costs will be recovered, then they will be recognized as a regulatory asset or liability and amortized to earnings over the life of the related debt. For those contracts in which Cleco is hedging the variability of cash flows related to forecasted transactions that do not qualify as cash flow hedges, the changes in the fair value of such derivative instruments will be recognized in current period earnings unless management determines that it is probable that the costs will be recovered through the rate-making process. If management determines that it is probable that the costs will be recovered, then they will be recognized as a regulatory asset or liability and amortized to earnings over the life of the related debt. For more information on the interest rate risk contracts, see Note 4 — “Fair Value Accounting — Interest Rate Derivatives.”

Reclassifications

Certain reclassifications have been made to the 2011 financial statements to conform them to the presentation used in the 2012 financial statements. These reclassifications had no effect on Cleco Corporation’s net income applicable to common stock or total common shareholders’ equity or Cleco Power’s net income or total member’s equity.

In 2011, the Registrants determined that an error existed in the statement of cash flow methodology for determining non-cash transactions related to property, plant, and equipment, specifically the dollar amount of property, plant, and equipment acquisitions included in accounts payable. This caused errors between the operating activities section and investing activities section for prior periods.

Cleco and Cleco Power’s Condensed Consolidated Statements of Cash Flows for the period ended March 31, 2011, were adjusted to correct the presentation of cashflows related to accruals for property, plant, and equipment. These corrections had no impact on the Registrants’ financial condition or results of operations. Management believes that these corrections did not have a material effect on the Registrants’ Condensed Consolidated Statements of Cash Flows. The corrections to the March 31, 2011 Condensed

21

CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

Consolidated Statements of Cash Flows are presented in the following table.

	CLECO						CLECO POWER
	FOR THE THREE MONTHS ENDED MARCH 31, 2011						FOR THE THREE MONTHS ENDED MARCH 31, 2011
(THOUSANDS)	AS REPORTED			AS ADJUSTED			AS REPORTED			AS ADJUSTED
Accounts receivable	$	5,042		$	(13,958	)	$	8,280		$	(10,720	)
Accounts payable	$	(31,823	)	$	(35,617	)	$	(31,202	)	$	(34,966	)
Retainage payable	$	1,004		$	(13	)	$	1,004		$	(13	)
Net cash provided by operating activities	$	26,111		$	2,302		$	29,081		$	5,299
Additions to property, plant, and equipment	$	(45,692	)	$	(21,883	)	$	(44,501	)	$	(20,720	)
Net cash used in investing activities	$	(43,346	)	$	(19,537	)	$	(32,737	)	$	(8,955	)
Net decrease in cash and cash equivalents	$	(53,937	)	$	(53,937	)	$	(60,472	)	$	(60,472	)
Cash and cash equivalents at the beginning of the period	$	191,128		$	191,128		$	184,912		$	184,912
Cash and cash equivalents at the end of the period	$	137,191		$	137,191		$	124,440		$	124,440
Accrued additions to property, plant, and equipment	$	17,155		$	23,245		$	17,233		$	23,246

Earnings per Average Common Share

The following table shows the calculation of basic and diluted earnings per share.

						FOR THE THREE MONTHS ENDED MARCH 31,
				2012					2011
(THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)	INCOME		SHARES	PER SHARE AMOUNT		INCOME		SHARES	PER SHARE AMOUNT
Income from continuing operations	$	30,031				$	29,016
Deduct:  non-participating stock dividends (4.5% preferred stock)	—					12
Basic net income applicable to common stock	$	30,031	60,372,567	$	0.50	$	29,004	60,576,004	$	0.48
Effect of dilutive securities
Add:  stock option grants			13,097					22,701
Add:  restricted stock (LTICP)			213,311					306,162
Diluted net income applicable to common stock	$	30,031	60,598,975	$	0.50	$	29,004	60,904,867	$	0.48

Stock option grants are excluded from the computation of diluted earnings per share if the exercise price is higher than the average market price. There were no stock option grants excluded from the computation of diluted earnings per share for the three months ended March 31, 2012, and 2011, due to the average market price being higher than the exercise prices of the stock options.

Stock-Based Compensation

At March 31, 2012, Cleco had two stock-based compensation plans: the ESPP and the LTICP. Substantially all employees, excluding officers and general managers, may choose to participate in the ESPP and purchase a limited amount of common stock at a discount through a stock option agreement. Options or restricted shares of stock, known as

non-vested stock as defined by the authoritative guidance on stock-based compensation, common stock equivalents, and stock appreciation rights may be granted to certain officers, key employees, or directors of Cleco Corporation and its subsidiaries pursuant to the LTICP.

On January 27, 2012, Cleco granted 137,175 shares of non-vested stock to certain officers, key employees, and directors of Cleco Corporation and its subsidiaries pursuant to the LTICP. On March 17, 2012, Cleco granted an additional 3,011 shares of non-vested stock to certain key employees of Cleco Corporation and its subsidiaries pursuant to the LTICP.

Cleco and Cleco Power reported pre-tax compensation expense for their share-based compensation plans as shown in the following table:

	CLECO CORPORATION				CLECO POWER
	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012		2011		2012		2011
Equity classification
Non-vested stock	$	1,055	$	1,151	$	214	$	322
Stock options	5		13		—		—
Total equity classification	$	1,060	$	1,164	$	214	$	322
Liability classification
Common stock equivalent units	$	188	$	1,194	$	83	$	431
Total pre-tax compensation expense	$	1,248	$	2,358	$	297	$	753
Tax benefit (excluding income tax gross-up)	$	480	$	907	$	114	$	290

22

CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

Note 2 — Recent Authoritative Guidance

The Registrants adopted, or will adopt, the recent authoritative guidance listed below on their respective effective dates.

In April 2011, FASB issued guidance to improve the accounting for repurchase agreements and other similar agreements. Specifically, this guidance modifies the criteria for determining when these transactions would be accounted for as financings as opposed to sales or purchases with commitments to repurchase or resale. The adoption of this guidance is effective in the first interim or annual period beginning on or after December 15, 2011. The adoption of this guidance did not have a material impact on the financial condition or results of operations of the Registrants.

In May 2011, FASB issued guidance on fair value measurements. This guidance results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between GAAP and IFRS (International Financial Reporting Standards). The adoption of this guidance is effective prospectively for interim and annual periods beginning after December 15, 2011. The adoption of this guidance did not have a material impact on the financial condition or results of operations of the Registrants.

In December 2011, FASB revised the disclosure requirements related to balance sheet offsetting. After the effective date, entities must disclose both the gross and net information about instruments and transactions eligible for offsetting on the balance sheet, including transactions under master netting agreements. The adoption of this revision is required for interim and annual periods beginning on or after January 1, 2013. The adoption of this revision will not have any effect on the financial condition or results of operations of the Registrants since it relates to disclosures.

Note 3 — Regulatory Assets and Liabilities

Cleco Power follows the authoritative guidance on regulated operations, which allows utilities to capitalize or defer certain costs based on regulatory approval and management’s ongoing assessment that it is probable these items will be recovered through the ratemaking process. The following table summarizes Cleco Power’s regulatory assets and liabilities at March 31, 2012, and December 31, 2011:

	AT MARCH 31,			AT DECEMBER 31,
(THOUSANDS)	2012			2011
Regulatory assets – deferred taxes, net	$	215,793		$	214,421
Mining costs	$	18,480		$	19,117
Interest costs	6,575			6,667
Asset removal costs	818			829
Postretirement plan costs	130,790			132,556
Tree trimming costs	7,693			8,371
Training costs	7,447			7,486
Storm surcredits, net	6,481			9,254
Construction carrying costs	9,395			10,883
Lignite mining agreement contingency	3,781			3,781
AFUDC equity gross-up	74,125			74,346
Rate case costs	983			1,117
Acadia Unit 1 acquisition costs	2,945			2,971
IRP/RFP costs	391			508
AMI pilot costs	120			153
Financing costs	6,944			4,433
Biomass costs	151			—
Total regulatory assets – other	$	277,119		$	282,472
Construction carrying costs	(31,552		)	(40,322		)
Fuel and purchased power	(6,198		)	2,136
Total regulatory assets, net	$	455,162		$	458,707

Construction Carrying Costs

In February 2006, the LPSC approved Cleco Power’s plans to build Madison Unit 3. Terms of the approval included authorization for Cleco Power to collect from customers an amount equal to 75% of the LPSC-jurisdictional portion of the carrying costs of capital during the construction phase of the unit. Cleco Power’s retail rate plan, which was approved in October 2009, established that Cleco Power return carrying costs to customers and record a regulatory asset for all carrying costs incurred by Cleco Power above the actual amount collected from customers. On February 12, 2010, Madison Unit 3 commenced commercial operations and Cleco Power began returning the construction carrying costs to customers. These costs are being amortized over a four-year period. As of March 31, 2012, Cleco Power had returned $134.9 million to customers. At March 31, 2012, $28.5 million was due to be returned to customers within one year.

Fuel and Purchased Power Costs

The cost of fuel used for electric generation and the cost of power purchased for utility customers are recovered through the LPSC-established fuel adjustment clause, which enables Cleco Power to pass on to its customers substantially all such charges. For the three months ended March 31, 2012, approximately 90% of Cleco Power’s total fuel cost was regulated by the LPSC, while the remainder was regulated by FERC.

The $8.3 million decrease was primarily due to $6.8 million of lower per unit costs of fuel and purchased power and a $2.0 million decrease in mark-to-market losses on natural gas positions, which was primarily due to the contractual expiration of certain positions.

Financing Costs

In 2011, Cleco Power entered into and settled two treasury rate locks. Of the $26.8 million in settlements, $7.0 million was recorded as a regulatory asset relating to ineffectiveness of the hedge relationship. As a result of management’s assessment

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that it is probable that the ineffectiveness will be recovered through the rate-making process, Cleco Power will amortize the regulatory asset over the 30-year term of the related debt issuance.

Biomass Test Burn Costs

In November 2011, the LPSC approved Cleco Power’s request to establish a regulatory asset for the non-fuel, non-capital portion of costs incurred to conduct a test burn of biomass fuel at Madison Unit 3. These costs will be amortized over a five-year period.

Note 4 — Fair Value Accounting

The amounts reflected in Cleco and Cleco Power’s Condensed Consolidated Balance Sheets at March 31, 2012, and December 31, 2011, for cash and cash equivalents, accounts receivable, other accounts receivable, accounts payable, and short-term debt approximate fair value because of their short-term nature.  Estimates of the fair value of Cleco and Cleco Power’s long-term debt are based upon the quoted market price for the same or similar issues or by a discounted present value analysis of future cash flows using current rates obtained by Cleco and Cleco Power for debt with similar maturities. The following tables summarize the carrying value and estimated market value of Cleco and Cleco Power’s financial instruments subject to fair value accounting.

Cleco
	AT MARCH 31, 2012				AT DECEMBER 31, 2011
(THOUSANDS)	CARRYING VALUE		ESTIMATED FAIR VALUE		CARRYING VALUE		ESTIMATED FAIR VALUE
Financial instruments not marked-to-market
Cash and cash equivalents	$	47,249	$	47,249	$	93,576	$	93,576
Restricted cash	$	30,580	$	30,580	$	35,828	$	35,828
Long-term debt, excluding debt issuance costs	$	1,326,720	$	1,483,939	$	1,354,567	$	1,542,867

Cleco Power
	AT MARCH 31, 2012				AT DECEMBER 31, 2011
(THOUSANDS)	CARRYING VALUE		ESTIMATED FAIR VALUE		CARRYING VALUE		ESTIMATED FAIR VALUE
Financial instruments not marked-to-market
Cash and cash equivalents	$	35,885	$	35,885	$	67,458	$	67,458
Restricted cash	$	30,484	$	30,484	$	35,731	$	35,731
Long-term debt, excluding debt issuance costs	$	1,326,720	$	1,483,939	$	1,344,567	$	1,532,867

At March 31, 2012, Cleco and Cleco Power were exposed to concentrations of credit risk through their short-term investments classified as cash equivalents and restricted cash. Cleco had $70.4 million ($39.8 million of cash and $30.6 million of restricted cash) in short-term investments in institutional money market funds. Cleco Power had $63.5 million ($33.0 million of cash and $30.5 million of restricted cash) in short-term investments in institutional money market funds. If the money market funds failed to perform under the terms of the investments, Cleco and Cleco Power would be exposed to a loss of the invested amounts. Collateral on these types of investments is not required by either Cleco or Cleco Power. In order to mitigate credit risk, Cleco and Cleco Power have established guidelines for short-term investments. Money market funds must have at least $1.0 billion in assets under management; must have been in existence for not less than two years; must have portfolios not comprised of more than 50% of securities issued by foreign entities; and must be rated in the top two ratings categories by at least one nationally recognized rating agency. Commercial paper must be issued by a company with headquarters in the U.S. and rated not less than A1 by Standard & Poor’s or P1 by Moody’s. For split-rated issuers, the second rating must not be lower than either A2 or P2; the issuer’s long-term debt must be rated not lower than A by Standard & Poor’s or A2 by Moody’s; and the issuer cannot be on negative credit watch. Investments in commercial paper rated A2 by Standard & Poor’s or P2 by Moody’s may be made if approved by the appropriate level of management.

Interest Rate Derivatives

Forward Starting Interest Rate Swap

On November 14, 2011, Cleco Power entered into a pay fixed/receive variable forward starting interest rate swap contract in order to mitigate the interest rate exposure on coupon payments related to a $50.0 million fixed-rate forecasted debt issuance. The forward starting interest rate swap has a spot 30-year all-in swap rate of 3.05%, notional amount of $50.0 million, with the pricing date of May 14, 2013, or the issuance of the notes, whichever is earlier. The forward starting interest rate swap meets the criteria of a cash flow hedge under the authoritative guidance as it relates to derivatives and hedging and is carried on the balance sheet at its fair value. The fair market value of the forward starting interest rate swap is the difference between the present value of the fixed payments to be paid by Cleco Power and the present value of the three-month LIBOR payments to be received by Cleco Power. Since future LIBOR rates are not available for each month until termination, quoted LIBOR rates from an active exchange for observable time periods were used to create a forward LIBOR curve for all months until termination. Because of the inputs and common techniques used to calculate fair value, the swap valuation was considered Level 2. Cleco Power recognized $4.7 million of unrealized mark-to-market gains in other comprehensive income for the three months ended March 31, 2012. The fair market value of $1.3 million for the forward starting interest rate swap was recorded on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets as an

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interest rate risk management asset as of March 31, 2012. There was no impact to earnings due to ineffectiveness for the three months ended March 31, 2012.

Fair Value Measurements and Disclosures

The authoritative guidance on fair value measurements requires entities to classify assets and liabilities that are either measured or disclosed at their fair value according to three

different levels depending on the inputs used in determining fair value.

The following tables disclose for Cleco and Cleco Power the fair value of financial assets and liabilities measured or disclosed on a recurring basis and within the scope of the authoritative guidance for fair value measurements and disclosures.

Cleco
	CLECO CONSOLIDATED FAIR VALUE MEASUREMENTS AT REPORTING DATE USING:
(THOUSANDS)	AT MARCH 31, 2012		QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1)		SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)		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
Institutional money market funds	$	70,380	$	—	$	70,380	$	—	$	119,327	$	—	$	119,327	$	—
Interest rate derivatives	1,326		—		1,326		—		—		—		—		—
Total assets	$	71,706	$	—	$	71,706	$	—	$	119,327	$	—	$	119,327	$	—
Liability Description
Energy market derivatives	$	3,308	$	—	$	3,308	$	—	$	5,336	$	—	$	5,336	$	—
Interest rate derivatives	—		—		—		—		3,330		—		3,330		—
Long-term debt	1,483,939		—		1,483,939		—		1,542,867		—		1,542,867		—
Total liabilities	$	1,487,247	$	—	$	1,487,247	$	—	$	1,551,533	$	—	$	1,551,533	$	—

Cleco Power
	CLECO POWER FAIR VALUE MEASUREMENTS AT REPORTING DATE USING:
(THOUSANDS)	AT MARCH 31, 2012		QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1)		SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)		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
Institutional money market funds	$	63,483	$	—	$	63,483	$	—	$	100,331	$	—	$	100,331	$	—
Interest rate derivatives	1,326		$	—	1,326		—		—		—		—		—
Total assets	$	64,809	$	—	$	64,809	$	—	$	100,331	$	—	$	100,331	$	—
Liability Description
Energy market derivatives	$	3,308	$	—	$	3,308	$	—	$	5,336	$	—	$	5,336	$	—
Interest rate derivatives	—		—		—		—		3,330		—		3,330		—
Long-term debt	1,483,939		—		1,483,939		—		1,532,867		—		1,532,867		—
Total liabilities	$	1,487,247	$	—	$	1,487,247	$	—	$	1,541,533	$	—	$	1,541,533	$	—

The derivative assets and liabilities are classified as either current or non-current depending on when the positions close. All energy market derivative current assets and current liabilities are reported as a net current energy risk management asset or liability. All energy market derivative non-current assets and non-current liabilities are reported net in other deferred charges or other deferred credits. Net presentation is appropriate due to the right of offset included in the master netting agreements. On the balance sheet, the net current and net non-current derivative positions are netted with the applicable margin deposits. At March 31, 2012, a net current energy risk management liability of $3.1 million represented the current derivative positions of $3.3 million with a reduction for net option premiums of $0.2 million.

The institutional money market funds were reported on the Cleco Condensed Consolidated Balance Sheet in cash and cash equivalents, current restricted cash, and non-current restricted cash of $39.8 million, $3.3 million, and $27.3 million, respectively at March 31, 2012. At Cleco Power, the institutional money market funds were reported on the

condensed consolidated balance sheet in cash and cash equivalents, current restricted cash, and non-current restricted cash and were $33.0 million, $3.3 million, and $27.2 million, respectively, as of March 31, 2012.

The forward starting interest rate swap was reported on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets as a current asset in the line item interest rate risk management asset as of March 31, 2012.

Cleco utilizes different valuation techniques for fair value calculations. In order to measure the fair value for Level 1 assets and liabilities, Cleco obtains the closing price from published indices in active markets for the various instruments and multiplies this price by the appropriate number of instruments held. Level 2 fair values for assets and liabilities are determined by obtaining the closing price from published indices in active markets for instruments that are similar to Cleco’s assets and liabilities. The fair value obtained is then discounted to the current period using a U.S. Treasury published interest rate as a proxy for a risk-free rate of return. For some options, Cleco uses the Black-Scholes model using

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observable and available inputs to calculate the fair value, consistent with the income approach. These techniques have been applied consistently from fiscal period to fiscal period. Level 3 fair values allow for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Cleco had no Level 3 assets or liabilities at March 31, 2012, or December 31, 2011.

The assets and liabilities reported at fair value are grouped into classes based on the underlying nature and risks associated with the individual asset or liability.

Level 2 of energy market derivative assets and liabilities consists of two classes. The first class contains natural gas swaps which fluctuate in value as the underlying natural gas futures fair value changes, and as market interest rates change. Cleco records the mark-to-market value of the natural gas swaps at the net present value. The second class consists of natural gas options. The fair value of natural gas options fluctuates with the volatility in the fair value of natural gas, the number of days until the options expire, the underlying natural gas futures price fluctuations, and market interest rates. Cleco records the mark-to-market value of the natural gas options at the net present value. Both of these energy market derivative classes also contain counterparty execution risk because the transactions are entered into with a direct counterparty and are not traded through an exchange.

The Level 2 institutional money market funds asset consists of a single class. In order to capture interest income and minimize risk, cash is invested in money market funds that invest primarily in short-term securities issued by the U.S. Treasury in order to maintain liquidity and achieve the goal of a net asset value of a dollar. The risks associated with this class are counterparty risk of the fund manager and risk of price volatility associated with the underlying securities of the fund.

The Level 2 interest rate derivative was one forward starting interest rate swap asset that consisted of a single class that only contains one instrument. The risks are changes in the three-month LIBOR rate and counterparty risk. This instrument is with a direct counterparty and not traded through an exchange.

The Level 2 long-term debt liability consists of a single class. In order to fund capital requirements, Cleco issues long-term, fixed rate debt with various tenors. The fair value of this class fluctuates as the market interest rates for fixed rate debt with similar tenors and credit ratings changes. The fair value of the debt could also change from period to period due to changes in the credit rating of the Cleco entity that issued the debt.

Cleco has a policy which states that transfers between Levels 1, 2, and 3 are recognized at the end of a reporting period. During the three months ended March 31, 2012, and the year ended December 31, 2011, Cleco did not experience any transfers between levels.

Derivatives and Hedging

The authoritative guidance on derivatives and hedging requires entities to provide transparent disclosures about a company’s derivative activities and how the related hedged items affect a company’s financial position, financial performance, and cash flows. Cleco is required to provide qualitative disclosures about derivative fair value, gains and losses, and credit-risk-related contingent features in derivative agreements.

The following table presents the fair values of derivative instruments and their respective line items as recorded on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets as of March 31, 2012, and December 31, 2011:

	DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
	LIABILITY DERIVATIVES
(THOUSANDS) FAIR VALUE	BALANCE SHEET LINE ITEM	AT MARCH 31, 2012			AT DECEMBER 31, 2011
Commodity contracts
Fuel cost hedges:
Current	Energy risk management liability, net	$	(3,308	)	$	(5,336	)
Total		$	(3,308	)	$	(5,336	)

The following table presents the effect of derivatives not designated as hedging instruments on Cleco and Cleco Power’s Condensed Consolidated Statements of Income for the three months ended March 31, 2012, and 2011:

	FOR THE THREE MONTHS ENDED MARCH 31,
		2012			2011
(THOUSANDS)	LOSS IN  INCOME OF DERIVATIVES  LINE ITEM	AMOUNT OF LOSS RECOGNIZED IN INCOME ON DERIVATIVES			AMOUNT OF LOSS RECOGNIZED IN INCOME ON DERIVATIVES
Commodity contracts
Fuel cost hedges(1)	Fuel used for electric generation	$	(3,484	)	$	(3,794	)
Total		$	(3,484	)	$	(3,794	)
(1)In accordance with the authoritative guidance for regulated operations, an additional $3.3 million of unrealized losses and $1.7 million of deferred losses associated with fuel cost hedges are reported in Accumulated Deferred Fuel on the balance sheet as of March 31, 2012, compared to $5.3 million of unrealized losses and $1.2 million of deferred losses associated with fuel cost hedges as of December 31, 2011. As gains and losses are realized in future periods, they will be recorded as Fuel Used for Electric Generation on the income statement.

At March 31, 2012, Cleco Power had 2.1 million MMBtus hedged for natural gas fuel costs, which is approximately 3% of the estimated natural gas requirements for a two-year period. At December 31, 2011, Cleco Power had 2.2 million MMBtus hedged or approximately 3% of gas requirements for a two-year period.

The following table presents the effect of derivatives designated as hedging instruments on Cleco and Cleco Power’s Condensed Consolidated Statements of Income for the three months ended March 31, 2012, and 2011:

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						FOR THE THREE MONTHS ENDED MARCH 31,
	2012					2011
(THOUSANDS)	AMOUNT OF GAIN RECOGNIZED IN OCI		AMOUNT OF GAIN RECLASSIFIED FROM ACCUMULATED OCI INTO INCOME (EFFECTIVE PORTION)			AMOUNT OF GAIN RECOGNIZED IN OCI		AMOUNT OF GAIN RECLASSIFIED FROM ACCUMULATED OCI INTO INCOME (EFFECTIVE PORTION)
Interest rate derivatives (1)	$	4,657	$	1	*	$	—	$	89	*
* The gain reclassified from accumulated OCI into income (effective portion) is reflected in interest charges.
(1) During the three months ended March 31, 2012, Cleco recorded $2.6 million of ineffectiveness related to the interest rate derivatives as a regulatory asset.

At March 31, 2012, Cleco Power expected $0.4 million of the effective portion of deferred net losses related to interest rate derivatives to be reclassed from accumulated OCI to an increase in interest charges over the next 12 months.

Note 5 — Debt

Short-term Debt

At March 31, 2012, and December 31, 2011, Cleco had no short-term debt outstanding. Cleco Power had no short-term debt outstanding at March 31, 2012, or December 31, 2011.

Long-term Debt

At March 31, 2012, Cleco’s long-term debt outstanding was $1.33 billion, of which $13.5 million was due within one year, compared to $1.36 billion outstanding at December 31, 2011, of which $24.3 million was due within one year. The long-term debt due within one year at March 31, 2012, represents principal payments for the Cleco Katrina/Rita storm recovery bonds. For Cleco, long-term debt decreased$28.1 million due to $11.2 million of 5.875% Rapides Parish pollution control bonds that were redeemed, prior to maturity, at par on January 25, 2012, a $10.0 million decrease in credit facility draws, a $6.7 million scheduled Cleco Katrina/Rita storm recovery bond principal payment made in March 2012, and $0.4 million of capital lease payments. These decreases were partially offset by debt premium amortizations of $0.2 million.

At March 31, 2012, Cleco Power’s long-term debt outstanding was $1.33 billion, of which $13.5 million was due within one year, compared to $1.35 billion outstanding at December 31, 2011, of which $24.3 million was due within one year. The long-term debt due within one year at March 31, 2012, represents principal payments for the Cleco Katrina/Rita storm recovery bonds. For Cleco Power, long-term debt decreased$18.1 million primarily due to $11.2 million of 5.875% Rapides Parish pollution control bonds that were redeemed, prior to maturity, at par on January 25, 2012, a $6.7 million scheduled Cleco Katrina/Rita storm recovery bond principal payment made in March 2012, and $0.4 million of capital lease payments. These decreases were partially offset by debt premium amortizations of $0.2 million.

Credit Facilities

At March 31, 2012, Cleco Corporation and Cleco Power had no borrowings outstanding under their existing credit facilities.

Note 6 — Pension Plan and Employee Benefits

Pension Plan and Other Benefits Plan

Most employees hired before August 1, 2007, are covered by a non-contributory, defined benefit pension plan. Benefits under the plan reflect an employee’s years of service, age at

retirement, and highest total average compensation for any consecutive five calendar years during the last 10 years of employment with Cleco. Cleco’s policy is to base its contributions to the employee pension plan upon actuarial computations utilizing the projected unit credit method, subject to the IRS’s full funding limitation. During the first three months of 2012, Cleco made no discretionary or required contributions to the pension plan and does not expect to make required or discretionary contributions to the pension plan for the remainder of the year. During 2011, Cleco made $60.0 million in discretionary contributions to the pension plan, with $40.1 million designated for the 2010 plan year and the remaining $19.9 million designated for the 2011 plan year. The required contributions are driven by liability funding target percentages set by law which could cause the required contributions to be uneven among the years. The ultimate amount and timing of the contributions may be affected by changes in the discount rate, changes in the funding regulations, and actual returns on fund assets. Cleco Power is considered the plan sponsor, and Support Group is considered the plan administrator.

Cleco’s retirees and their dependents are eligible to receive medical, dental, vision, and life insurance benefits (other benefits). Cleco recognizes the expected cost of these other benefits during the periods in which the benefits are earned.

The components of net periodic pension and other benefit cost for the three months ended March 31, 2012, and 2011 are as follows:

	PENSION BENEFITS						OTHER BENEFITS
	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012			2011			2012		2011
Components of periodic benefit costs:
Service cost	$	2,149		$	2,052		$	397	$	379
Interest cost	4,430			4,392			476		460
Expected return on plan assets	(5,194		)	(5,512		)	—		—
Amortizations:
Transition obligation	—			—			5		5
Prior period service cost	(18		)	(18		)	—		(52		)
Net loss	1,783			1,403			200		257
Net periodic benefit cost	$	3,150		$	2,317		$	1,078	$	1,049

Since Cleco Power is the pension plan sponsor and the related trust holds the assets, the net unfunded status of the pension plan is reflected at Cleco Power. The liability of Cleco’s other subsidiaries is transferred, with a like amount of assets, to Cleco Power monthly. The expense of the pension plan related to Cleco’s other subsidiaries for both the three months ended March 31, 2012, and 2011 was $0.5 million.

Cleco Corporation is the plan sponsor for the other benefit plans. There are no assets set aside in a trust, and the liabilities are reported on the individual subsidiaries’ financial statements. At both March 31, 2012, and December 31, 2011,

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the current portion of the other benefits liability for Cleco was $3.1 million. At both March 31, 2012, and December 31, 2011, the current portion of the other benefits liability for Cleco Power was $2.9 million. The expense related to other benefits reflected in Cleco Power’s Condensed Consolidated Statements of Income for both the three months ended March 31, 2012, and 2011 was $0.9 million.

In March 2010, the President signed the PPACA, a comprehensive health care law. While the provisions of the PPACA are not effective immediately, the provisions could increase the Registrants’ retiree medical unfunded liability and related expenses before the effective date. Management will continue to monitor this law and its possible impact on the Registrants.

SERP

Certain Cleco executive officers are covered by the SERP. The SERP is a non-qualified, non-contributory, defined benefit pension plan. Benefits under the plan reflect an employee’s years of service, age at retirement, and the sum of the highest base salary paid out of the last five calendar years and the average of the three highest bonuses paid during the 60 months prior to retirement, reduced by benefits received from any other defined benefit pension plan, SERP Plan, or Cleco contributions under the enhanced 401(k) Plan to the extent such contributions exceed the limits of the 401(k) Plan. Cleco Corporation does not fund the SERP liability but instead pays for current benefits out of the general funds available. Cleco Power has formed a Rabbi Trust designated as the beneficiary for life insurance policies issued on the SERP participants. Proceeds from the life insurance policies are expected to be used to pay the SERP participants’ life insurance benefits, as well as future SERP payments. However, since SERP is a non-qualified plan, the assets of the trust could be used to satisfy general creditors of Cleco Power in the event of insolvency. All SERP benefits are paid out of the general cash available of the respective companies from which the officer retired. No contributions to the SERP were made during the three months ended March 31, 2012, or 2011. Cleco Power is considered the plan sponsor, and Support Group is considered the plan administrator.

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012		2011
Components of periodic benefit costs:
Service cost	$	1,001	$	450
Interest cost	574		525
Amortizations:
Prior period service cost	14		14
Net loss	309		262
Net periodic benefit cost	$	1,898	$	1,251

The SERP liabilities are reported on the individual subsidiaries’ financial statements. At March 31, 2012, and December 31, 2011, the current portion of the SERP liability for Cleco was $2.6 million and $2.2 million, respectively. At both March 31, 2012, and December 31, 2011, the current portion of the SERP liability for Cleco Power was $0.8 million . The expense related to the SERP reflected on Cleco Power’s Condensed Consolidated Statements of Income was $0.3 million for both the three months ended March 31, 2012, and 2011.

401(k) Plan

Most employees are eligible to participate in the 401(k) Plan. Under the 401(k) Plan, Cleco makes matching contributions and funds dividend reinvestments with cash. Cleco’s 401(k) Plan expense for the three monthsended March 31, 2012, and 2011 is as follows:

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012		2011
401(k) Plan expense	$	1,493	$	1,201

Cleco Power is the plan sponsor for the 401(k) Plan. The expense of the 401(k) Plan related to Cleco’s other subsidiaries for the three months ended March 31, 2012, was $0.4 million, compared to $0.3 million for the same period in 2011.

Note 7 — Income Taxes

The following table summarizes the effective income tax rates for Cleco and Cleco Power for the three-month periods ended March 31, 2012, and 2011.

	FOR THE THREE MONTHS ENDED MARCH 31,
	2012		2011
Cleco	30.9	%	29.6	%
Cleco Power	35.1	%	32.4	%

Effective Tax Rates

For the three months ended March 31, 2012, and 2011, the effective income tax rate for Cleco was different than the federal statutory rate due to permanent tax deductions, flow-through of tax benefits associated with AFUDC equity, and benefits associated with tax credits delivered, which is partially offset by state tax expense. For the three months ended March 31, 2012, and 2011, the effective income tax rate for Cleco Power was different than the federal statutory rate due to permanent tax deductions, flow-through of tax benefits associated with AFUDC equity, and state tax expense.

Valuation Allowance

Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. In 2010, a $1.2 million valuation allowance against the $2.7 million deferred tax asset on capital loss carryforwards was reflected on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets. The previously recorded $1.2 million valuation allowance was reversed in the second quarter of 2011 due to capital gains generated by the disposition of Acadia Unit 2. In addition, as of March 31, 2012, Cleco had a deferred tax asset resulting from new markets tax credit carryforwards of $61.9 million. If the new markets tax credit carryforwards are not utilized, they will begin to expire in 2029. Management considers it more likely than not that all deferred tax assets related to new markets tax credit carryforwards will be realized; therefore, no valuation allowance has been recorded.

Net Operating Losses

As of March 31, 2012, Cleco generated federal net operating losses and state net operating losses of $64.0 million and $57.1 million, respectively, which will begin to expire in 2031 and 2026. Cleco Power generated federal net operating losses and state net operating losses of $40.6 million and

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$33.2 million, respectively, which will begin to expire in 2031 and 2026. Cleco and Cleco Power consider it more likely than not that these losses will be utilized to reduce future income taxes. Cleco and Cleco Power expect to utilize the entire net operating loss carryforward in 2012.

Uncertain Tax Positions

Cleco classifies all interest related to uncertain tax positions as a component of interest payable and interest expense. The total amounts of uncertain tax positions and related interest payable and interest expense, as reflected on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets and Statements of Income, are shown in the following tables:

(THOUSANDS)	AT MARCH 31, 2012		AT DECEMBER 31, 2011
Interest payable
Cleco	$	2,522	$	13,843
Cleco Power	$	4,113	$	17,327

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012			2011
Interest charges
Cleco	$	(2,867	)	$	1,415
Cleco Power	$	(4,593	)	$	718

The total liability for unrecognized tax benefits for Cleco and Cleco Power at March 31, 2012, and December 31, 2011, are shown in the following tables:

Cleco
LIABILITY FOR UNRECOGNIZED
(THOUSANDS)	TAX BENEFITS
Balance at December 31, 2011	$	56,235
Additions for tax positions of current period	2
Reductions for tax positions of current period	(674		)
Additions for tax positions of prior periods	1,769
Reduction for tax positions of prior periods	(10,418		)
Reduction for settlement with tax authority	—
Reduction for lapse of statute of limitations	—
Balance at March 31, 2012	$	46,914

Cleco Power
LIABILITY FOR UNRECOGNIZED
(THOUSANDS)	TAX BENEFITS
Balance at December 31, 2011	$	52,558
Additions for tax positions of current period	2
Reductions for tax positions of current period	(648		)
Additions for tax positions of prior periods	1,400
Reduction for tax positions of prior periods	(10,418		)
Reduction for settlement with tax authority	—
Reduction for lapse of statute of limitations	—
Balance at March 31, 2012	$	42,894

The federal income tax years that remain subject to examination by the IRS are 2001 through 2011. The Louisiana state income tax years that remain subject to examination by the Louisiana Department of Revenue are 2001 through 2011. In December 2010, Cleco deposited $52.2 million with the IRS associated with the years under audit. In February 2011, Cleco deposited an additional $8.2 million with the IRS associated with the years currently under audit. Of the $60.4 million deposited, $43.2 million remains to offset tax and interest liabilities for tax years subsequent to 2003.

Cleco is currently under audit by the IRS for the years 2001 through 2009 which has proposed adjustments to taxes for various issues, including but not limited to, deductible storm costs, research and experimentation costs, domestic production activities deduction, and repair allowance deductions. Cleco estimates that it is reasonably possible that the balance of unrecognized tax benefits as of March 31, 2012, could decrease by a maximum of $38.0 million for Cleco and $37.3 million for Cleco Power in the next 12 months as a result of reaching settlements with the IRS and state tax authorities. The settlements could involve the payment of additional taxes, the adjustment of deferred taxes, and/or the recognition of tax benefits, which may have an effect on Cleco’s effective tax rate.

Note 8 — Disclosures about Segments

Cleco’s reportable segments are based on its method of internal reporting, which disaggregates business units by first-tier subsidiary. Cleco’s reportable segments are Cleco Power and Midstream. The reconciling items in the following tables consist of the holding company, a shared services subsidiary, two transmission interconnection facilities, and an investment subsidiary.

Each reportable segment engages in business activities from which it earns revenue and incurs expenses. Segment managers report periodically to Cleco’s Chief Executive Officer (the chief operating decision-maker) with discrete financial information and, at least quarterly, present discrete financial information to Cleco Corporation’s Board of Directors. Each reportable segment prepared budgets for 2012 that were presented to and approved by Cleco Corporation’s Board of Directors.

The financial results of Cleco’s segments are presented on an accrual basis. Management evaluates the performance of its segments and allocates resources to them based on segment profit and the requirements to implement new strategic initiatives and projects to meet current business objectives. Material intercompany transactions occur on a regular basis. These intercompany transactions relate primarily to joint and common administrative support services provided by Support Group.

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SEGMENT INFORMATION FOR THE THREE MONTHS ENDED MARCH 31,
2012 (THOUSANDS)	CLECO POWER		MIDSTREAM			RECONCILING ITEMS			ELIMINATIONS			CONSOLIDATED
Revenue
Electric operations	$	209,590	$	—		$	—		$	—		$	209,590
Tolling operations	—		1,234			—			(1,234		)	—
Other operations	10,448		1			497			—			10,946
Electric customer credits	2,237		—			—			—			2,237
Affiliate revenue	345		—			11,607			(11,952		)	—
Operating revenue, net	$	222,620	$	1,235		$	12,104		$	(13,186	)	$	222,773
Depreciation	$	29,410	$	1,532		$	224		$	1		$	31,167
Interest charges	$	18,486	$	1,471		$	619		$	48		$	20,624
Interest income	$	30	$	—		$	(44	)	$	48		$	34
Equity income from investees, before tax	$	—	$	—		$	1		$	—		$	1
Federal and state income tax expense (benefit)	$	14,507	$	739		$	(1,835	)	$	(1	)	$	13,410
Segment profit	$	26,805	$	1,090		$	2,136		$	—		$	30,031
Additions to long-lived assets	$	50,388	$	(3,802	)	$	387		$	—		$	46,973
Equity investment in investees	$	14,532	$	—		$	9		$	—		$	14,541
Total segment assets	$	3,687,315	$	229,096		$	212,387		$	(144,101	)	$	3,984,697

2011 (THOUSANDS)	CLECO POWER			MIDSTREAM			RECONCILING ITEMS			ELIMINATIONS			CONSOLIDATED
Revenue
Electric operations	$	238,468		$	—		$	—		$	—		$	238,468
Tolling operations	—			2,781			—			—			2,781
Other operations	12,243			1			485			(1		)	12,728
Electric customer credits	(434		)	—			—			—			(434		)
Affiliate revenue	346			33			11,021			(11,253		)	$	147
Operating revenue, net	$	250,623		$	2,815		$	11,506		$	(11,254	)	$	253,690
Depreciation	$	27,401		$	1,456		$	241		$	—		$	29,098
Interest charges	$	24,402		$	583		$	1,567		$	62		$	26,614
Interest income	$	113		$	1		$	(60	)	$	61		$	115
Equity income (loss) from investees, before tax	$	—		$	612		$	(1	)	$	—		$	611
Federal and state income tax expense (benefit)	$	14,400		$	(683	)	$	(1,522	)	$	—		$	12,195
Segment profit (loss) (1)	$	30,030		$	(1,097	)	$	83		$	—		$	29,016
Additions to long-lived assets	$	40,729		$	1,006		$	60		$	—		$	41,795
Equity investment in investees (2)	$	14,532		$	—		$	8		$	—		$	14,540
Total segment assets (2)	$	3,726,471		$	233,666		$	201,074		$	(111,009	)	$	4,050,202
(1) Reconciliation of segment profit to consolidated profit:	Segment profit									$	29,016
(2) Balances as of December 31, 2011	Unallocated items:
	Preferred dividends requirements									12
	Net income applicable to common stock									$	29,004

Note 9 — Electric Customer Credits

Beginning in 2010, the amount of Cleco Power’s yearly retail earnings is subject to the terms of a FRP established by the LPSC. The new rates and the FRP became effective upon commencement of commercial operations at Madison Unit 3 on February 12, 2010. The 2010 FRP establishes a target return on equity and requires all or a portion of regulated earnings for each yearly review period above the targeted regulatory rate of return on equity to be credited to Cleco Power’s customers. The 2010 FRP allows Cleco Power the opportunity to earn a target return on equity of 10.7%, including returning to retail customers 60% of retail earnings between 11.3% and 12.3% and all retail earnings over 12.3%. The amount of credits due customers, if any, is determined by Cleco Power and the LPSC annually. The 2010 FRP established that Cleco Power file monitoring reports for the 12

months ended June 30, 2010, and September 30, 2010, on or before October 31, 2010, and January 31, 2011, respectively. Beginning in 2011, Cleco Power has filed annual monitoring reports no later than October 31 for the 12-month period ending June 30. 

On October 31, 2011, Cleco Power filed its report for the 12 months ended June 30, 2011, which indicated that $5.1 million was due to be returned to customers. The ultimate amount of any customer refund is subject to LPSC approval.

The accrual for estimated electric customer credits reflected on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets at March 31, 2012, and December 31, 2011, was $7.0 million and $7.3 million, respectively.

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Note 10 — Variable Interest Entities

Cleco reports its investments in VIEs in accordance with the authoritative guidance. Cleco and Cleco Power report the investment in Oxbow on the equity method of accounting. Under the equity method, the assets and liabilities of this entity are reported as equity investment in investees on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets. The revenue and expenses of this entity are netted and reported as equity income or loss from investees on Cleco and Cleco Power’s Condensed Consolidated Statements of Income.

Prior to April 30, 2011, Cleco Corporation also reported its investment in Cajun on the equity method of accounting. In conjunction with the disposition of Acadia Unit 2, APH received 100% ownership in Acadia in exchange for its 50% interest in Cajun, and Acadia became a consolidated subsidiary of APH.

Consolidated VIEs

Acadia

In October 2009, Acadia and Entergy Louisiana announced that definitive agreements had been executed whereby Entergy Louisiana would acquire Acadia Unit 2.  On April 29, 2011, Acadia completed its disposition of Acadia Unit 2 to Entergy Louisiana for $298.8 million. Following the disposition, Acadia no longer owns any materials and supply inventory, property, plant, and equipment, or land. Acadia has minimal ongoing operations relating only to settling accounts receivable and accounts payable resulting from operations prior to the closing of the transaction and servicing indemnifications which Cleco assumed in the transaction. In conjunction with the transaction, APH received 100% ownership in Acadia in exchange for its 50% interest in Cajun, and Acadia became a consolidated subsidiary of APH. For more information on the Acadia Unit 2 transaction, see Note 13 — “Acadia Unit 2 Transaction.”

The following table contains summarized financial information for Cajun prior to the disposition of Acadia Unit 2.

(THOUSANDS)	FOR THE THREE MONTHS ENDED MARCH 31, 2011
Operating revenue		$	5,177
Operating expenses		4,824
Other income		872
Income before taxes		$	1,225

Prior to the reconsolidation, income tax expenses related to Cajun were recorded on APH’s financial statements. For the three months ended March 31, 2011, income tax expenses related to Cajun on APH’s financial statements were $0.3 million.

Equity Method VIEs

Equity investment in investees at March 31, 2012, primarily represented Cleco Power’s $14.5 million investment in Oxbow. Equity investments which are less than 100% owned by Cleco Innovations LLC represented less than $0.1 million of the total balance.

The following table presents the equity income (loss) from each investment accounted for using the equity method.  

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012		2011
Cajun	$	—	$	612
Subsidiaries less than 100% owned by Cleco Innovations	1		(1		)
Total equity income	$	1	$	611

Oxbow

Oxbow is owned 50% by Cleco Power and 50% by SWEPCO and is accounted for as an equity method investment. Cleco Power is not the primary beneficiary because it shares the power to control Oxbow’s significant activities with SWEPCO. Cleco’s current assessment of its maximum exposure to loss related to Oxbow at March 31, 2012, consisted of its equity investment of $14.5 million. The following table presents the components of Cleco Power’s equity investment in Oxbow.

INCEPTION TO DATE (THOUSANDS)	AT MARCH 31, 2012		AT DECEMBER 31, 2011
Purchase price	$	12,873	$	12,873
Cash contributions	1,659		1,659
Total equity investment in investee	$	14,532	$	14,532

The following table compares the carrying amount of Oxbow’s assets and liabilities with Cleco’s maximum exposure to loss related to its investment in Oxbow.

(THOUSANDS)	AT MARCH 31, 2012		AT DECEMBER 31, 2011
Oxbow’s net assets/liabilities	$	29,065	$	29,065
Cleco Power’s 50% equity	$	14,532	$	14,532
Cleco’s maximum exposure to loss	$	14,532	$	14,532

The following tables contain summarized financial information for Oxbow.

(THOUSANDS)	AT MARCH 31, 2012		AT DECEMBER 31, 2011
Current assets	$	1,641	$	1,711
Property, plant, and equipment, net	23,284		23,339
Other assets	4,255		4,128
Total assets	$	29,180	$	29,178
Current liabilities	$	42	$	40
Other liabilities	73		73
Partners’ capital	29,065		29,065
Total liabilities and partners’ capital	$	29,180	$	29,178

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012		2011
Operating revenue	$	381	$	205
Operating expenses	381		205
Income before taxes	$	—	$	—

Oxbow’s property, plant, and equipment, net consists of land and lignite reserves. The lignite reserves are intended to be used to provide fuel to the Dolet Hills Power Station. DHLC mines the lignite reserves at Oxbow through the Amended Lignite Mining Agreement.

Oxbow has no third-party agreements, guarantees, or other third-party commitments that contain obligations affecting Cleco Power’s investment in Oxbow.

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Note 11 — Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees

Litigation

Devil’s Swamp

In October 2007, Cleco received a Special Notice for Remedial Investigation and Feasibility Study (RI/FS) from the EPA pursuant to CERCLA (also known as the Superfund statute). CERCLA establishes several classes of potentially responsible parties (PRPs) for a contaminated site, and imposes strict, joint and several liability on those PRPs for the cost of response to the contamination. The special notice requested that Cleco Corporation and Cleco Power, along with many other listed PRPs, enter into negotiations with the EPA for the performance of an RI/FS at an area known as the Devil’s Swamp Lake site just northwest of Baton Rouge, Louisiana. The EPA has identified Cleco as one of many companies sending PCB wastes for disposal to the site. The Devil’s Swamp Lake site has been proposed to be added to the National Priorities List (NPL) based on the release of PCBs to fisheries and wetlands located on the site. The EPA has yet to make a final determination on whether to add Devil’s Swamp Lake site to the NPL. The PRPs began discussing a potential proposal to the EPA in February 2008. Negotiations among the PRPs and the EPA are ongoing in regard to the RI/FS for the Devil’s Swamp Lake site, with little progress having been made since February 2008. Since this investigation is in the preliminary stages, management is unable to determine how significant Cleco’s share of the costs associated with the RI/FS and possible response action at the facility site, if any, may be a material adverse effect on the Registrants’ financial condition, results of operations, or cash flows. 

Discrimination Complaints

On December 11, 2009, a complaint was filed in the U.S. District Court for the Western District of Louisiana (the Court) on behalf of eight current employees and four former employees alleging that Cleco discriminated against each of them on the basis of race. Each is seeking various remedies provided under applicable statutes prohibiting racial discrimination in the workplace, and together, the plaintiffs seek monetary compensation exceeding $35.0 million. On July 29, 2010, the plaintiffs moved to add an additional current employee alleging that Cleco had discriminated on the basis of race. The additional plaintiff seeks compensation of no less than $2.5 million and became the thirteenth plaintiff. On April 13, 2011, Cleco entered into a settlement with one of the current employees which resulted in a dismissal of one of the thirteen cases with prejudice. In September 2011, the Court ruled on Cleco’s summary judgment motions. The judge granted and denied the motions in part, with the end result that eleven out of twelve of the remaining plaintiffs have at least one claim remaining. The Court has severed the cases of the eleven remaining plaintiffs for further proceedings, and, if necessary, trial. After additional depositions were completed in February 2012, Cleco filed a summary judgment motion in each of the remaining eleven cases on March 8, 2012. None of these matters have been set for trial. In view of the uncertainty of the claims, management is not able to predict or give a reasonable estimate of the possible range of liability, if

any, of these claims.

City of Opelousas

On March 9, 2010, a complaint was filed in the 27th Judicial District Court of St. Landry Parish, State of Louisiana, on behalf of three Cleco Power customers in Opelousas, Louisiana.  The complaint alleges that Cleco Power overcharged the plaintiffs by applying to customers in Opelousas the same retail rates as Cleco Power applies to all of its retail customers.  The plaintiffs claim that Cleco Power owes customers in Opelousas more than $30.0 million as a result of the alleged overcharges. The plaintiffs allege that Cleco Power should have established, solely for customers in Opelousas, retail rates that are separate and distinct from the retail rates that apply to other customers of Cleco Power and that Cleco Power should not collect from customers in Opelousas the storm surcharge approved by the LPSC following hurricanes Katrina and Rita. Cleco Power currently operates in Opelousas pursuant to a franchise granted to Cleco Power by the City of Opelousas in 1986 and an operating and franchise agreement dated May 14, 1991, pursuant to which Cleco Power operates its own electric facilities and leases and operates electric facilities owned by the City of Opelousas. In April 2010, Cleco Power filed a petition with the LPSC appealing to its expertise in declaring that the ratepayers of Opelousas have been properly charged the rates that are applicable to Cleco Power’s retail customers and that no overcharges have been collected. In addition, Cleco Power removed the purported class action lawsuit filed on behalf of Opelousas electric customers from the state court to the U.S. District Court for the Western District of Louisiana in April 2010, so that it could be properly addressed under the terms of the Class Action Fairness Act. On May 11, 2010, a second class action lawsuit was filed in the 27th Judicial District Court for St. Landry Parish, State of Louisiana, repeating the allegations of the first complaint, which was submitted on behalf of 249 Opelousas residents. Cleco Power has responded in the same manner as with the first class action lawsuit. In September 2010, the federal court remanded both cases to the state court in which they were originally filed for further proceedings. In January 2011, the presiding judge in the state court proceeding ruled that the jurisdiction to hear the two class actions resides in the state court and not with the LPSC as argued by both Cleco and the LPSC Staff. Both Cleco and the LPSC Staff appealed this ruling to the Third Circuit Court of Appeals for the State of Louisiana (Third Circuit). In September 2011, the Third Circuit denied both appeals. In October 2011, both Cleco and the LPSC appealed the Third Circuit’s ruling to the Louisiana Supreme Court. In November 2011, the Louisiana Supreme Court granted the appeals and remanded the case to the Third Circuit for further briefing, argument, and opinion. In February 2011, the administrative law judge (ALJ) in the LPSC proceeding ruled that the LPSC has jurisdiction to decide the claims raised by the class action plaintiffs. At its December 2011, Business and Executive Session, the LPSC adopted the ALJ’s recommendation that Cleco be granted summary judgment in its declaratory action finding that Cleco’s ratepayers in the City of Opelousas have been served under applicable rates and policies approved by the LPSC and Cleco’s Opelousas ratepayers have not been overcharged in connection with LPSC rates or ratemaking. On January 30, 2012, the class action plaintiffs filed their appeal of such LPSC decision to the 19th Judicial District Court for Baton Rouge

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Parish, State of Louisiana. On February 15, 2012, the Third Circuit ruled that the State Court, and not the LPSC, has jurisdiction to hear the case. On March 15, 2012, Cleco Power appealed the Third Circuit’s ruling to the Louisiana Supreme Court asking that it overturn the Third Circuit decision and confirm the LPSC’s exclusive jurisdiction over this matter. The LPSC also appealed the Third Circuit’s ruling to the Louisiana Supreme Court in March 2012. In view of the uncertainty of the claims, management is not able to predict or give a reasonable estimate of the possible range of liability, if any, of these claims. However, if it is found that Cleco Power overcharged customers resulting in a refund, any such refund could have a material adverse effect on the Registrants’ results of operations, financial condition, and cash flows.

LPSC Audits

Fuel Audit

The cost of fuel used for electric generation and the cost of power purchased for utility customers are recovered through an LPSC-established fuel adjustment clause that enables Cleco Power to pass on to its customers substantially all such charges. The LPSC Fuel Adjustment Clause General Order issued November 6, 1997, in Docket No. U-21497 provides that an audit of fuel adjustment clause filings will be performed not less than every other year. In March 2009, the LPSC initiated an audit of fuel adjustment clause filings for the years 2003 through 2008. The total amount of fuel expenses included in the audit is approximately $3.26 billion. In February 2012, the LPSC Staff’s consultant issued a preliminary audit report recommending a cost disallowance of approximately $0.4 million plus interest for these filing years. This report must be approved by the LPSC and ratified by the intervenors in the proceeding before the audit results can be deemed final. Management does not expect any opposition from the intervenors to the audit recommendations and anticipates a vote by the LPSC on the report by the end of the second quarter of 2012. Cleco Power has fuel adjustment clause filings for the years 2009 through 2011 that are still subject to audit.

Environmental Audit

In July 2009, the LPSC issued Docket No. U-29380 Subdocket A, which provides for an EAC to recover certain costs of environmental compliance as an adder to customers’ bills. The costs eligible for recovery are prudently incurred air emissions credits associated with complying with federal, state, and local air emission regulations that apply to the generation of electricity reduced by the sale of such allowances. Also eligible for recovery are variable emission mitigation costs, which are the cost of reagents such as ammonia and limestone that are used to reduce air emissions. In November 2011, the LPSC opened Docket No. X-32150 to audit the costs for the period October 2009 through October 2010. The total amount of environmental expenses included in the audit is approximately $2.4 million. Cleco Power has responded to data requests from the LPSC. In April 2012, The LPSC Staff’s consultant issued a preliminary audit report recommending no cost disallowance for the review period. This report must be approved by the LPSC and ratified by the intervenors in the proceeding before the audit results can be deemed final. Management does not expect any opposition from the intervenors to the audit recommendations and

anticipates a vote by the LPSC on the report by the end of the second quarter of 2012.

Other

Cleco is involved in various litigation matters, including regulatory, environmental, and administrative proceedings before various courts, regulatory commissions, arbitrators, and governmental agencies regarding matters arising in the ordinary course of business. The liability Cleco may ultimately incur with respect to any one of these matters in the event of a negative outcome may be in excess of amounts currently accrued. Management regularly analyzes current information and, as of March 31, 2012, believes the range of probable and reasonably estimable liabilities based on the eventual disposition of these matters is between $3.0 million and $7.0 million.

Off-Balance Sheet Commitments

Cleco Corporation and Cleco Power have entered into various off-balance sheet commitments, in the form of guarantees and standby letters of credit, in order to facilitate their activities and the activities of Cleco Corporation’s subsidiaries and equity investees (affiliates). Cleco Corporation and Cleco Power also have agreed to contractual terms that require them to pay third parties if certain triggering events occur. These contractual terms generally are defined as guarantees in the authoritative guidance.

Cleco Corporation entered into these off-balance sheet commitments in order to entice desired counterparties to contract with its affiliates by providing some measure of credit assurance to the counterparty in the event Cleco’s affiliates do not fulfill certain contractual obligations. If Cleco Corporation had not provided the off-balance sheet commitments, the desired counterparties may not have contracted with Cleco’s affiliates, or may have contracted with them at terms less favorable to its affiliates.

The off-balance sheet commitments are not recognized on Cleco’s Condensed Consolidated Balance Sheets because management has determined that Cleco’s affiliates are able to perform these obligations under their contracts and that it is not probable that payments by Cleco will be required. Cleco’s off-balance sheet commitments as of March 31, 2012, are summarized in the following table, and a discussion of the off-balance sheet commitments follows the table. The discussion should be read in conjunction with the table to understand the impact of the off-balance sheet commitments on Cleco’s financial condition.

	AT MARCH 31, 2012
(THOUSANDS)	FACE AMOUNT		REDUCTIONS		NET AMOUNT
Cleco Corporation
Guarantee issued to Entergy Mississippi on behalf of Attala	$	500	$	—	$	500
Guarantee issued to Tenaska Power Services on behalf of Cleco Evangeline	1,000		—		1,000
Cleco Power
Obligations under standby letter of credit issued to the Louisiana Department of Labor	3,725		—		3,725
Total	$	5,225	$	—	$	5,225

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In January 2006, Cleco Corporation provided a $0.5 million guarantee to Entergy Mississippi for Attala’s obligations under the Interconnection Agreement. This guarantee will be effective through the life of the agreement.

On January 4, 2012, Cleco Corporation provided a $1.0 million guarantee to Tenaska Power Services for Cleco Evangeline’s obligations under the Western Systems Power Pool agreement. This guarantee matures on May 31, 2012.

The State of Louisiana allows employers of certain financial net worth to self-insure their workers’ compensation benefits. Cleco Power has a certificate of self-insurance from the Louisiana Office of Workers’ Compensation and is required to post a $3.7 million letter of credit, an amount equal to 110% of the average losses over the previous three years, as surety.

Disclosures about Guarantees

Cleco Corporation provided a limited guarantee and an indemnification to Entergy Louisiana and Entergy Gulf States for Perryville’s performance, indemnity, representation, and warranty obligations under the Sale Agreement, the Power Purchase Agreement, and other ancillary agreements related to the sale of the Perryville facility in 2004. This is a continuing guarantee and all obligations of Cleco Corporation shall continue until the guaranteed obligations have been fully performed or otherwise extinguished. The discounted probability-weighted liability under the guarantees and indemnifications recognized on Cleco’s Condensed Consolidated Balance Sheet as of March 31, 2012, was $0.2 million. The maximum amount of the potential payment to Entergy Louisiana and Entergy Gulf States is $42.4 million. Currently, management does not expect to be required to pay Entergy Louisiana and Entergy Gulf States under the guarantee.

In February 2010, Cleco Power acquired Acadia Unit 1 and half of Acadia Power Station’s related common facilities. Acadia provided limited guarantees and indemnifications to Cleco Power under the Master Reorganization and Redemption Agreement. The maximum amount of the potential payment to Cleco Power for indemnifications is $30.0 million, except for the indemnifications relating to the fundamental organizational structure of Acadia against which there is no maximum amount. Cleco Corporation is obligated to pay a maximum of $10.0 million if Acadia is unable to pay claims to Cleco Power pursuant to the guarantee. Acadia recorded an indemnification liability and a corresponding reduction of the gain of $13.5 million which represents the fair value of these indemnifications.

Acadia and APH will reduce the indemnification liabilities either through expiration of the contractual life or through a reduction in the probability of a claim arising. The indemnification obligation is expected to have a term of approximately three years. After the three-year period, a residual value of less than $0.1 million will remain. At March 31, 2012, Acadia had an indemnification liability of approximately $0.4 million, which represents the risk of payment, as a contingent sale obligation recorded on Cleco’s Condensed Consolidated Balance Sheet. APH recognized no

income for the three months ended March 31, 2012, and income of $0.4 million for the three months ended March 31, 2011, primarily due to the contractual expiration of the underlying indemnifications. During the three months ended March 31, 2012, and 2011, Acadia recognized income of $7.2 million and $0.9 million, respectively, primarily due to the contractual expiration of the underlying indemnifications.

On April 29, 2011, Acadia completed its disposition of Acadia Unit 2 and Acadia Power Station’s remaining common facilities to Entergy Louisiana. Acadia provided limited guarantees and indemnifications to Entergy Louisiana and recorded an indemnification liability and a corresponding reduction of the gain of $21.8 million, which represents the fair value of these indemnifications. In conjunction with the disposition of Acadia Unit 2, APH received 100% ownership in Acadia in exchange for its 50% interest in Cajun, and Acadia became a consolidated subsidiary of APH.

Acadia and APH will reduce the indemnification liabilities either through expiration of the contractual life or through a reduction in the probability of a claim arising. The indemnification obligation is expected to have a term of three years. After the three-year period, a residual value of approximately $0.2 million will remain. At March 31, 2012, Acadia had an indemnification liability of $21.8 million, which represents the risk of payment, as a contingent sale obligation recorded on Cleco’s Condensed Consolidated Balance Sheet. The maximum amount of the potential payment to Entergy Louisiana for the indemnifications is the purchase price of $298.8 million, except for the liabilities retained by Acadia, for which there is no maximum amount. Cleco Corporation is obligated to pay the same maximum amounts as Acadia if Acadia is unable to pay claims to Entergy Louisiana pursuant to the guarantee.

As part of the Lignite Mining Agreement amended in 2009, Cleco Power and SWEPCO, joint owners of Dolet Hills, have agreed to pay the lignite miner’s loan and lease principal obligations when due, if the lignite miner does not have sufficient funds or credit to pay. Any amounts paid on behalf of the miner would be credited by the lignite miner against the next invoice for lignite delivered. At March 31, 2012, Cleco Power had a liability of $3.8 million related to the amended agreement. The maximum projected payment by Cleco Power under this guarantee is estimated to be $72.5 million; however, the Amended Lignite Mining Agreement does not contain a cap. The projection is based on the forecasted loan and lease obligations to be incurred by DHLC, primarily for purchases of equipment. Cleco Power has the right to dispute the incurrence of loan and lease obligations through the review of the mining plan before the incurrence of such loan and lease obligations. The Amended Lignite Mining Agreement does not terminate pursuant to its terms until 2026 and does not affect the amount the Registrants can borrow under their credit facilities. Currently, management does not expect to be required to pay DHLC under the guarantee.

The following table summarizes the expected termination dates of the off-balance sheet commitments and on-balance sheet guarantees discussed above:

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							AT MARCH 31, 2012
			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	$	5,225	$	4,725	$	—	$	—	$	500
On-balance sheet guarantees	26,156		—		22,150		—		4,006
Total	$	31,381	$	4,725	$	22,150	$	—	$	4,506

In its bylaws, Cleco Corporation has agreed to indemnify directors, officers, agents, and employees who are made a party to a pending or completed suit, arbitration, investigation, or other proceeding whether civil, criminal, investigative or administrative, if the basis of inclusion arises as the result of acts conducted in the discharge of their official capacity. Cleco Corporation has purchased various insurance policies to reduce the risks associated with the indemnification. In its Operating Agreement, Cleco Power provides for the same indemnification as described above with respect to its managers, officers, agents, and employees.

Generally, neither Cleco Corporation nor Cleco Power has recourse that would enable them to recover amounts paid under their guarantee or indemnification obligations. The one exception is the insurance contracts associated with the indemnification of directors, managers, officers, agents, and employees. There are no assets held as collateral for third parties that either Cleco Corporation or Cleco Power could obtain and liquidate to recover amounts paid pursuant to the guarantees or indemnification obligations.

Other Commitments

New Markets Tax Credits

In August 2008, Cleco Corporation acquired a 99.9% membership interest in USB NMTC Fund 2008-1 LLC (Fund). The Fund was formed by U.S. Bancorp Community Development Corporation (USBCDC). The purpose of the Fund is to invest in projects located in qualified active low-income communities that are underserved by typical debt capital markets. These investments are designed to generate new markets tax credits and historical rehabilitation tax credits.

In July 2011, the operating agreement of the Fund was amended to include renewable energy investments qualifying for grants under Section 1603 of the American Recovery and Reinvestment Tax Act of 2009. As part of the amendment, the guarantee performance targets provided to Cleco by the Fund were increased. U.S. Bank is the parent company of the managing member of the Fund and is the guarantor of the performance targets. In April 2012, the operating agreement of the Fund was amended. The primary purpose of the amendment was to adjust the ownership percentage of an underlying project. There was no material change to total capital contributions made by Cleco or total benefits and cash to be received by Cleco.

The tax benefits received from the Fund reduce the federal income tax obligations of Cleco Corporation. In total, Cleco Corporation will contribute $286.3 million of equity contributions to the Fund and will receive at least $304.6 million of net tax benefits and cash from the inception of the investment in 2008 over the life of the investment, which ends in 2017 under the new amendment. The $18.3 million difference between equity contributions and total benefits received will be recognized over the life of the Fund as net tax

benefits are delivered. The following table reflects remaining future equity contributions.

(THOUSANDS)	CONTRIBUTION
Nine months ending December 31, 2012	$	58,089
Years ending December 31,
2013	36,225
2014	22,927
2015	21,904
2016	7,584
Thereafter	13,224
Total	$	159,953

Of the $160.0 million, $66.5 million is due to be paid within the next twelve months. Due to the right of offset, the investment and associated debt are presented on Cleco Corporation’s Condensed Consolidated Balance Sheet in the line item titled tax credit fund investment, net. The amount of tax benefits delivered in excess of capital contributions as of March 31, 2012, was $85.5 million. The amount of tax benefits delivered but not utilized as of March 31, 2012, was $64.8 million and is reflected as a deferred tax asset.

The equity contribution does not contain a stated rate of interest. Cleco Corporation has recorded the liability and investment at its calculated fair value within the framework of the authoritative guidance. In order to calculate the fair value, management used an imputed rate of interest assuming that Cleco Corporation obtained financing of a similar nature from a third-party. The imputed interest rate was used in a net present value model in order to calculate the fair value of the remaining portion of the delayed equity contributions. The following table contains the disclosures required by the authoritative guidelines for equity investments with an imputed interest rate.

(THOUSANDS)
Equity contributions, imputed interest rate 6%
Principal payment schedule above:	$	159,953
Less:  unamortized discount	17,195
Total	$	142,758

The gross investment amortization expense will be recognized over a ten-year period, with five years remaining under the new amendment, using the cost method in accordance with the authoritative guidance for investments. The grants received under Section 1603 and other cash reduce the basis of the investment. Periodic amortization of the investment and the deferred taxes generated by the basis reduction temporary difference are included as components of income tax expense.

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Risks and Uncertainties

Cleco Corporation

Cleco Corporation could be subject to possible adverse consequences if Cleco’s counterparties fail to perform their obligations or if Cleco Corporation or its affiliates are not in compliance with loan agreements or bond indentures.

Other

Access to capital markets is a significant source of funding for both short- and long-term capital requirements not satisfied by operating cash flows. After assessing the current operating performance, liquidity, and credit ratings of Cleco, management believes that Cleco will have access to the capital markets at prevailing market rates for companies with comparable credit ratings. If Cleco Corporation’s credit ratings were to be downgraded by Moody’s and Standard & Poor’s, Cleco Corporation would be required to pay additional fees and higher interest rates under its bank credit and other debt agreements.

Changes in the regulatory environment or market forces could cause Cleco to determine its assets have suffered an other-than-temporary decline in value, whereby an impairment would be required to be taken and Cleco’s financial condition could be materially adversely affected.

Cleco Power

Cleco Power supplies the majority of its customers’ electric power requirements from its own generation facilities. In addition to power obtained from power purchase agreements, Cleco Power purchases power from other utilities and marketers to supplement its generation at times of relatively high demand or when the purchase price of power is less than its own cost of generation. Due to its location on the transmission grid, Cleco Power relies on two main suppliers of electric transmission when accessing external power markets. At times, constraints limit the amount of purchased power these transmission providers can deliver into Cleco Power’s service territory.

Access to capital markets is a significant source of funding for both short- and long-term capital requirements not satisfied by operating cash flows. After assessing the current operating performance, liquidity, and credit ratings of Cleco Power, management believes that Cleco Power will have access to the capital markets at prevailing market rates for companies with comparable credit ratings. Cleco Power pays fees and interest under its bank credit agreements based on the highest rating held. If Cleco Power’s credit ratings were to be downgraded by Moody’s and Standard & Poor’s, Cleco Power would be required to pay additional fees and higher interest rates under its bank credit agreements. Cleco Power’s collateral for derivatives is based on the lowest rating held. If Cleco Power’s credit ratings were to be downgraded by Moody’s or Standard & Poor’s, Cleco Power would be required to pay additional collateral for derivatives.

Note 12 — Affiliate Transactions

At March 31, 2012, Cleco Corporation had no affiliate balances that were payable to or due from its non-consolidated affiliates.

Cleco Power has affiliate balances that are payable to or due from its affiliates. At March 31, 2012, the payable to Cleco Corporation was $14.6 million, the payable to Support Group

was $5.7 million, the payable to Cleco Evangeline was $0.3 million, and the payable to other affiliates was less than $0.1 million. Also, at March 31, 2012, the receivable from Support Group was $2.2 million, the receivable from Cleco Corporation was $0.1 million, and the receivable from other affiliates was less than $0.1 million.

Note 13 — Acadia Unit 2 Transaction

Acadia Unit 2

On April 29, 2011, Acadia completed its disposition of Acadia Unit 2 and Acadia Power Station’s remaining common facilities to Entergy Louisiana. The significant terms of the transaction were:

• Entergy Louisiana acquired Acadia Unit 2 for $298.8 million;

• In exchange for $10.9 million, APH indemnified the third-party owners of Cajun and their affiliates against 50% of Acadia’s liabilities and other obligations related to the Acadia Unit 2 transaction;

• APH recognized a gain of $62.0 million, which included $26.2 million of equity income that represents the 2007 investment impairment charge of $45.9 million, partially offset by $19.7 million of capitalized interest during the construction of Acadia;

• APH received 100% ownership in Acadia in exchange for its 50% interest in Cajun, and Acadia became a consolidated subsidiary of APH; and

• Cleco Power operates Acadia Unit 2 on behalf of Entergy Louisiana.

Following the transaction, ongoing operations at Acadia were minimal, relating only to the previously established accounts receivable, accounts payable, and servicing of indemnities. Therefore, Acadia did not meet the definition of a business.

Note 14 — Subsequent Events

Cleco Power Debt Issuance

On April 5, 2012, Cleco Power entered into an agreement to issue $50.0 million senior unsecured private placement notes at an interest rate of 4.33%. The closing date of the notes is set for May 8, 2012. The maturity date of the notes will be May 15, 2027. The proceeds will be used for the early redemption of Cleco Power’s 5.875% DeSoto Parish pollution control revenue bonds.

Cleco Power Notice of Redemption

On April 5, 2012, Cleco Power issued a notice of redemption to redeem at par all $50.1 million principal amount of its outstanding 5.875% DeSoto Parish pollution control revenue bonds due September 2029. The redemption date for the notes will be May 11, 2012. As part of the redemption, Cleco Power will pay $0.6 million of accrued interest on the redeemed notes.

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ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in combination with the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2011, and Cleco Corporation and Cleco Power’s Condensed Consolidated Financial Statements contained in this Combined Quarterly Report on Form 10-Q. The information included therein is essential to understanding the following discussion and analysis. Below is information concerning the consolidated results of operations of Cleco for the three months ended March 31, 2012, and March 31, 2011.

RESULTS OF OPERATIONS

Overview

Cleco is a regional energy company that conducts substantially all of its business operations through its two primary subsidiaries:

• 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 Power

Many factors affect Cleco Power’s primary business of selling electricity. These factors include the presence of a stable regulatory environment, which can impact cost recovery and return on equity, as well as the recovery of costs related to growing energy demand and rising fuel prices; the ability to increase energy sales while containing costs; and the ability to meet increasingly stringent regulatory and environmental standards. Key initiatives that Cleco Power is currently working on include the Acadiana Load Pocket project, the AMI project and power supply options for 2012 and beyond. These initiatives are discussed below.

Acadiana Load Pocket Project

In September 2008, Cleco Power entered into an agreement with two other utilities to upgrade and expand interconnected transmission systems in south central Louisiana in an area known as the Acadiana Load Pocket. The project received LPSC and SPP approval in February 2009. Cleco Power’s estimated cost for its portion of the project is $125.0 million, including AFUDC. At March 31, 2012, Cleco Power had spent $102.5 million on the project, including AFUDC. A return on and recovery of the costs associated with the completed portions of the Acadiana Load Pocket project are included in base revenue. The project is expected to be substantially complete by June 2012. Remaining portions of the project are expected to be complete by December 2012. For information on the impact the Acadiana Load Pocket project is expected to have on base revenue, see “— Comparison of the Three Months Ended March 31, 2012, and 2011 — Cleco Power — Base.”

AMI Project

In May 2010, Cleco Power accepted the terms of a $20.0 million grant from the DOE under the DOE’s small-grant process to implement advanced metering technology for all of Cleco Power’s retail customers. Cleco Power estimates the project will cost $73.0 million, with the DOE grant providing $20.0 million toward the project and Cleco Power providing the remaining $53.0 million. The grant program is a part of the American Recovery and Reinvestment Act of 2009, an economic stimulus package passed by Congress in February 2009. Advanced metering technology includes the installation of electric meters that enable two-way communication capabilities between a home or business and a utility company. At March 31, 2012, Cleco Power had incurred $12.1 million in project costs, of which $5.3 million has been submitted to the DOE for reimbursement. As of March 31, 2012, Cleco Power had received $4.7 million in payments from the DOE. The project is expected to be completed in the third quarter of 2013. For more information on the AMI Project, see "— Financial Condition — Regulatory and Other Matters — AMI Project.”

Power Supply Options

Cleco Power is evaluating a range of power supply options for 2012 and beyond. Cleco Power is continuing to update its IRP to look at future sources of supply to meet its capacity and energy requirements and to comply with new environmental standards, primarily CSAPR. In August 2011, Cleco Power issued an RFP for resources to enhance reliability for January through April 2012 and has since selected and negotiated two agreements from the RFP, a power purchase agreement with NRG Power Marketing LLC and a tolling agreement with Evangeline. Both agreements began on January 1, 2012. In October 2011, a second RFP, seeking up to approximately 750 MW of capacity and energy, for a three- or five-year period was issued for supply starting May 1, 2012, to meet CSAPR. Cleco Power selected Evangeline’s proposal for a 730-MW product beginning May 1, 2012, and ending April 30, 2015. The definitive agreement between Evangeline and Cleco Power was executed in January 2012 and approved by the LPSC in March 2012 and FERC in April 2012. Cleco Power also expects to issue a draft RFP during the second quarter of 2012 seeking long-term resources beyond April 2015. For more information on Cleco Power's RFPs, see "— Financial Condition — Regulatory and Other Matters — Generation RFP."

Cleco Midstream

Evangeline

In March 2010, Evangeline restructured its tolling agreement with JPMVEC and shortened the expiration of the prior long-term agreement from 2020 to December 31, 2011 (with a JPMVEC option to extend one year). JPMVEC did not exercise the option to extend the tolling agreement and as a result, Coughlin’s capacity and energy became available to Midstream beginning January 1, 2012. Evangeline was one of the successful bidders in Cleco Power’s RFP for short-term 2012 resources beginning January 1, 2012, and began providing 250 MW of capacity and energy to Cleco Power under a tolling agreement through April 30, 2012. In addition

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to Cleco Power’s RFP referenced above, in December 2011, Evangeline was also notified that Cleco Power selected its proposal to fulfill Cleco Power’s capacity and energy needs as defined in the Cleco Power RFP for contractual resources to meet CSAPR beginning in 2012. The proposal was for a 730-MW product beginning May 1, 2012, and ending April 30, 2015. The definitive agreement between Evangeline and Cleco Power was executed in January 2012 and was approved by the LPSC in March 2012 and FERC in April 2012. Currently, Midstream is marketing Coughlin’s capacity for periods beginning after April 30, 2015, and is evaluating various options to optimize Coughlin’s value. For more information, see “— Financial Condition — Regulatory and Other Matters — Generation RFP.”

Comparison of the Three Months Ended March 31, 2012, and 2011

Cleco Consolidated
	FOR THE THREE MONTHS ENDED MARCH 31,
					FAVORABLE/(UNFAVORABLE)
(THOUSANDS)	2012		2011			VARIANCE			CHANGE
Operating revenue, net	$	222,773	$	253,690		$	(30,917	)	(12.2	)%
Operating expenses	167,800		188,456			20,656			11.0	%
Operating income	$	54,973	$	65,234		$	(10,261	)	(15.7	)%
Allowance for other funds used during construction	$	1,017	$	1,978		$	(961	)	(48.6	)%
Equity income from investees, before tax	$	1	$	611		$	(610	)	(99.8	)%
Other income	$	9,375	$	1,205		$	8,170		678.0	%
Interest charges	$	20,624	$	26,614		$	5,990		22.5	%
Federal and state income taxes	$	13,410	$	12,195		$	(1,215	)	(10.0	)%
Net income applicable to common stock	$	30,031	$	29,004		$	1,027		3.5	%

Consolidated net income applicable to common stock increased $1.0 million, or 3.5%, in the first quarter of 2012 compared to the first quarter of 2011 primarily due to higher Midstream and corporate earnings. Partially offsetting this increase was lower earnings at Cleco Power.

Operating revenue, net decreased $30.9 million, or 12.2%, in the first quarter of 2012 compared to the first quarter of 2011 largely as a result of lower fuel cost recovery revenue at Cleco Power.

Operating expenses decreased $20.7 million, or 11.0%, in the first quarter of 2012 compared to the first quarter of 2011 primarily due to lower per unit costs and volumes of fuel used for electric generation.

Allowance for funds used during construction decreased $1.0 million, or 48.6%, in the first quarter of 2012 compared to the first quarter of 2011 primarily due to lower AFUDC accruals related to the completion of Teche Unit 4 and decreased construction activity of the Acadiana Load Pocket project.

Equity income from investees decreased $0.6 million, or 99.8%, in the first quarter of 2012 compared to the first quarter of 2011 primarily due to the absence in the first quarter of 2012 of equity earnings at APH resulting from the disposition of Acadia Unit 2 and the subsequent consolidation of Acadia effective April 29, 2011.

Other income increased $8.2 million, or 678.0%, in the first quarter of 2012 compared to the first quarter of 2011 largely as a result of the contractual expiration of an underlying indemnification resulting from the acquisition of Acadia Unit 1

by Cleco Power.

Interest charges decreased $6.0 million, or 22.5%, during the first quarter of 2012 compared to the first quarter of 2011 primarily due to lower interest charges at Cleco Power.

Federal and state income taxes increased $1.2 million, or 10.0%, during the first quarter of 2012 compared to the first quarter of 2011 primarily due to $1.2 million for the change in pre-tax income excluding AFUDC equity and $1.5 million to record tax expense at the consolidated projected annual effective tax rate. These increases were partially offset by $1.5 million for tax credits.

Results of operations for Cleco Power and Midstream are more fully described below.

Cleco Power
			FOR THE THREE MONTHS ENDED MARCH 31,
							FAVORABLE/(UNFAVORABLE)
(THOUSANDS)	2012			2011				VARIANCE			CHANGE
Operating revenue
Base	$	129,332		$	134,074			$	(4,742	)	(3.5	)%
Fuel cost recovery	80,258			104,394				(24,136		)	(23.1	)%
Electric customer credits	2,237			(434		)		2,671			615.4	%
Other operations	10,448			12,243				(1,795		)	(14.7	)%
Affiliate revenue	345			346				(1		)	(0.3	)%
Operating revenue, net	222,620			250,623				(28,003		)	(11.2	)%
Operating expenses
Fuel used for electric generation – recoverable	72,678			96,144				23,466			24.4	%
Power purchased for utility customers – recoverable	7,580			8,250				670			8.1	%
Non-recoverable fuel and power purchased	2,677			1,622				(1,055		)	(65.0	)%
Other operations	26,343			25,387				(956		)	(3.8	)%
Maintenance	16,014			15,613				(401		)	(2.6	)%
Depreciation	29,410			27,401				(2,009		)	(7.3	)%
Taxes other than income taxes	8,932			8,388				(544		)	(6.5	)%
Gain on sale of assets	—			(1		)		(1		)	(100.0	)%
Total operating expenses	163,634			182,804				19,170			10.5	%
Operating income	$	58,986		$	67,819			$	(8,833	)	(13.0	)%
Allowance for other funds used during construction	$	1,017		$	1,978			$	(961	)	(48.6	)%
Other income	$	1,096		$	211			$	885		419.4	%
Interest charges	$	18,486		$	24,402			$	5,916		24.2	%
Federal and state income taxes	$	14,507		$	14,400			$	(107	)	(0.7	)%
Net income	$	26,805		$	30,030			$	(3,225	)	(10.7	)%

Cleco Power’s net income in the first quarter of 2012 decreased $3.2 million, or 10.7%, compared to the first quarter of 2011. Contributing factors include:

•lower base revenue,

•higher depreciation expense,

•lower other operations revenue, and

•higher non-recoverable fuel and power purchased.

These factors were partially offset by:

•lower interest charges and

•lower electric customer credits.

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	FOR THE THREE MONTHS ENDED MARCH 31,
(MILLION kWh)	2012		2011		FAVORABLE/ (UNFAVORABLE)
Electric sales
Residential	784		960		(18.3	)%
Commercial	570		594		(4.0	)%
Industrial	550		554		(0.7	)%
Other retail	32		33		(3.0	)%
Total retail	1,936		2,141		(9.6	)%
Sales for resale	390		446		(12.6	)%
Unbilled	(88	)	(165	)	46.7	%
Total retail and wholesale customer sales	2,238		2,422		(7.6	)%

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012			2011			FAVORABLE/ (UNFAVORABLE)
Electric sales
Residential	$	56,390		$	67,190		(16.1	)%
Commercial	41,747			44,092			(5.3	)%
Industrial	20,092			20,650			(2.7	)%
Other retail	2,360			2,466			(4.3	)%
Surcharge	2,815			1,717			63.9	%
Other	(1,555		)	(1,711		)	9.1	%
Total retail	121,849			134,404			(9.3	)%
Sales for resale	11,785			11,939			(1.3	)%
Unbilled	(4,302		)	(12,269		)	64.9	%
Total retail and wholesale customer sales	$	129,332		$	134,074		(3.5	)%

Cleco Power’s residential customers’ demand for electricity largely is affected by weather. Weather generally is measured in cooling-degree days and heating-degree days. A cooling-degree day is an indication of the likelihood that a consumer will use air conditioning, while a heating-degree day is an indication of the likelihood that a consumer will use heating. An increase in heating-degree days does not produce the same increase in revenue as an increase in cooling-degree days, because alternative heating sources are more available and because winter energy is priced below the rate charged for energy used in the summer. Normal heating-degree days and cooling-degree days are calculated for a month by separately calculating the average actual heating- and cooling-degree days for that month over a period of 30 years.

The following table shows how cooling and heating degree-days varied from normal conditions and from the prior period. Cleco Power uses weather data provided by the National Oceanic and Atmospheric Administration to determine degree days.

	FOR THE THREE MONTHS ENDED MARCH 31,
				2012 CHANGE
	2012	2011	NORMAL	PRIOR YEAR		NORMAL
Heating-degree days	491	911	890	(46.1	)%	(44.8	)%
Cooling-degree days	251	139	78	80.6	%	221.8	%

Base

Base revenue decreased $4.7 million, or 3.5%, during the first quarter of 2012 compared to the first quarter of 2011 primarily due to lower electric sales, generally resulting from milder winter weather.

Cleco Power expects new industrial load to be added during the remainder of 2012 and 2013, principally driven by expected development of Haynesville shale discovered in Northwestern Louisiana. In addition, Cleco Power expects to begin providing service to expansions of current customers’ operations, as well as service to new customers. These expansions of service to current customers and service to new customers are expected to contribute base revenue of $1.2 million during the remainder of 2012 and an additional $0.4 million in 2013. Cleco Power also anticipates up to an additional $1.8 million of base revenue for the remainder of 2012 associated with the completed portions of the Acadiana Load Pocket transmission project. In January 2012, Cleco Power signed a new 10-year wholesale power contract with service to begin in April 2014 pending LPSC approval. The contract is expected to grow Cleco Power’s load by more than 20%. For information on the effects of future energy sales on Cleco Power’s financial condition, results of operations, and cash flows, see “Risk Factors — Future Electricity Sales” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

Fuel Cost Recovery

Fuel cost recovery revenue billed to customers decreased $24.1 million, or 23.1%, during the first quarter of 2012 compared to the first quarter of 2011 primarily due to decreases in the per-unit cost of fuel used for electric generation and power purchased for utility customers. Also contributing to the decrease were lower volumes of fuel used for electric generation. Partially offsetting the decrease were higher volumes of power purchased for utility customers. Changes in fuel costs historically have not significantly affected Cleco Power’s net income. Generally, fuel and purchased power expenses are recovered through the LPSC-established fuel adjustment clause, which enables Cleco Power to pass on to its customers substantially all such charges. Approximately 90% of Cleco Power’s total fuel cost during the first quarter of 2012 was regulated by the LPSC, while the remainder was regulated by FERC. Recovery of fuel adjustment clause costs is subject to refund until approval is received from the LPSC. For information on Cleco Power’s current LPSC fuel audit, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 11 — Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees.”

Electric Customer Credits

Electric customer credits decreased $2.7 million, or 615.4%, during the first quarter of 2012 compared to the first quarter of 2011 primarily due to a change in the estimated accrual for rate refunds. For more information on the accrual for electric customer credits, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 9 — Electric Customer Credits.”

Other Operations

Other operations revenue decreased $1.8 million, or 14.7%, in the first quarter of 2012 compared to the first quarter of 2011 primarily due to lower mineral lease payments.

Operating Expenses

Operating expenses decreased $19.2 million, or 10.5%, in the first quarter of 2012 compared to the first quarter of 2011. Fuel

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used for electric generation (recoverable) decreased $23.5 million, or 24.4%, primarily due to lower per unit costs and volumes of fuel used for electric generation as compared to the first quarter of 2011. Power purchased for utility customers (recoverable) decreased $0.7 million, or 8.1%, largely due to lower per unit costs of purchased power. Partially offsetting this decrease was higher volumes of purchased power. Fuel used for electric generation and power purchased for utility customers generally are influenced by natural gas prices, as well as availability of transmission. However, other factors such as scheduled and/or unscheduled outages, unusual maintenance or repairs, or other developments may affect fuel used for electric generation and power purchased for utility customers. Non-recoverable fuel and power purchased increased $1.1 million, or 65.0%, primarily due to higher capacity charges. Other operations expense increased $1.0 million, or 3.8%, primarily due to higher transmission and generating station expenses. Depreciation expense increased $2.0 million, or 7.3%, primarily due to Teche Unit 4 and portions of the Acadiana Load Pocket project being placed in service and other normal recurring additions to fixed assets.

Allowance for Other Funds Used During Construction

Allowance for other funds used during construction decreased $1.0 million, or 48.6%, during the first quarter of 2012 compared to the first quarter of 2011 primarily due to lower AFUDC accruals related to the completion of Teche Unit 4 and decreased construction activity of the Acadiana Load Pocket project.

Other Income

Other income increased $0.9 million, or 419.4%, during the first quarter of 2012 compared to the first quarter of 2011 primarily due to higher royalty payments.

Interest Charges

Interest charges decreased $5.9 million, or 24.2%, during the first quarter of 2012 compared to the first quarter of 2011 primarily due to $5.3 million related to uncertain tax positions, $1.8 million related to reacquired debt in October and December 2011, and $0.2 million of lower other net miscellaneous interest charges. Partially offsetting these decreases was $1.4 million related to the issuance of private placement notes in December 2011.

Income Taxes

Federal and state income taxes increased $0.1 million, or 0.7%, during the first quarter of 2012 compared to the first quarter of 2011. The increase is primarily due to $0.5 million to record tax expense at the projected annual effective tax rate, $0.3 million for tax credits, and $0.1 million for miscellaneous items. These increases were partially offset by $0.8 million for the change in pre-tax income excluding AFUDC equity.

Midstream
	FOR THE THREE MONTHS ENDED MARCH 31,
							FAVORABLE/(UNFAVORABLE)
(THOUSANDS)	2012			2011			VARIANCE			CHANGE
Operating revenue
Tolling operations	$	1,234		$	2,781		$	(1,547	)	(55.6	)%
Other operations	1			1			—			—
Affiliate revenue	—			33			(33		)	(100.0	)%
Operating revenue	1,235			2,815			(1,580		)	(56.1	)%
Operating expenses
Other operations	1,784			1,817			33			1.8	%
Maintenance	1,173			1,133			(40		)	(3.5	)%
Depreciation	1,532			1,456			(76		)	(5.2	)%
Taxes other than income taxes	672			634			(38		)	(6.0	)%
(Gain) loss on sale of assets	(22		)	12			34			283.3	%
Total operating expenses	5,139			5,052			(87		)	(1.7	)%
Operating loss	$	(3,904	)	$	(2,237	)	$	(1,667	)	(74.5	)%
Equity income from investees, before tax	$	—		$	612		$	(612	)	(100.0	)%
Other income	$	7,207		$	436		$	6,771		*
Interest charges	$	1,471		$	583		$	(888	)	(152.3	)%
Federal and state income tax expense (benefit)	$	739		$	(683	)	$	(1,422	)	(208.2	)%
Net income (loss)	$	1,090		$	(1,097	)	$	2,187		(199.4	)%
* Not meaningful

Factors affecting Midstream during the first quarter of 2012 are described below.

Operating Revenue

Operating revenue decreased $1.6 million, or 56.1%, in the first quarter of 2012 compared to the first quarter of 2011 primarily due to lower tolling revenue at Evangeline resulting from the new power purchase agreement with Cleco Power that began in January 2012 as compared to the Evangeline 2010 Tolling Agreement with JPMVEC.

Equity Income from Investees

Equity income from investees decreased $0.6 million, or 100.0%, in the first quarter of 2012 compared to the first quarter of 2011 primarily due to the absence in the first quarter of 2012 of equity earnings at APH resulting from the disposition of Acadia Unit 2 and the subsequent consolidation of Acadia effective April 29, 2011.

Other Income

Other income increased $6.8 million in the first quarter of 2012 compared to the first quarter of 2011 largely as a result of the contractual expiration of an underlying indemnification resulting from the acquisition of Acadia Unit 1 by Cleco Power.

Interest Charges

Interest charges increased $0.9 million, or 152.3%, during the first quarter of 2012 compared to the first quarter of 2011 primarily related to uncertain tax positions.

Income Taxes

Federal and state income taxes increased $1.4 million, or 208.2%, during the first quarter of 2012 compared to the first quarter of 2011 primarily due to an increase in pre-tax income.

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FINANCIAL CONDITION

Liquidity and Capital Resources

General Considerations and Credit-Related Risks

Credit Ratings and Counterparties

Financing for operational needs and capital expenditure requirements not satisfied by operating cash flows depends upon the cost and availability of external funds through both short- and long-term financing. The inability to raise capital on favorable terms could negatively affect Cleco’s or Cleco Power’s ability to maintain or expand its businesses. Access to funds is dependent upon factors such as general economic and capital market conditions, regulatory authorizations and policies, Cleco Corporation’s and Cleco Power’s credit ratings, the cash flows from routine operations, and the credit ratings of project counterparties. After assessing the current operating performance, liquidity, and credit ratings of Cleco Corporation and Cleco Power, management believes that Cleco and Cleco Power will have access to the capital markets at prevailing market rates for companies with comparable credit ratings. The following table presents the credit ratings of Cleco Corporation and Cleco Power at March 31, 2012:

	SENIOR UNSECURED DEBT
	MOODY’S	STANDARD & POOR’S
Cleco Corporation	Baa3	BBB-
Cleco Power	Baa2	BBB

Cleco notes that credit ratings are not recommendations to buy, sell, or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating.

For the three-month period ended March 31, 2012, there were no changes to Cleco or Cleco Power’s credit ratings or rating agency’s outlooks. At March 31, 2012, Moody’s and Standard & Poor’s outlooks for both Cleco Corporation and Cleco Power were stable. Cleco Corporation and Cleco Power pay fees and interest under their bank credit agreements based on the highest rating held. If Cleco Corporation or Cleco Power’s credit rating were to be downgraded by Moody’s and Standard & Poor’s, Cleco Corporation and/or Cleco Power would be required to post additional fees and incur higher interest rates under their bank credit agreements. Cleco Power’s collateral for derivatives is based on the lowest rating held. If Cleco Power’s credit ratings were to be downgraded by Standard & Poor’s or Moody’s, Cleco Power would be required to post additional collateral for derivatives.

With respect to any open power or natural gas trading positions that Cleco may initiate in the future, Cleco may be required to provide credit support or pay liquidated damages. The amount of credit support that Cleco may be required to provide at any point in the future is dependent on the amount of the initial transaction, changes in the market price of power and natural gas, the changes in open power and gas positions, and changes in the amount counterparties owe Cleco. Changes in any of these factors could cause the amount of requested credit support to increase or decrease.

Global and U.S. Economic Environment

The current economic environment and uncertainty may have an impact on Cleco’s business and financial condition. Access to capital markets is a significant source of funding for both short- and long-term capital requirements not satisfied by operating cash flows. Market conditions during the past few years have limited the availability and have increased the costs of capital for many companies. Although the Registrants have not experienced restrictions in the financial markets, their ability to access the capital markets may be restricted at a time when the Registrants would like, or need, to do so. Any restrictions could have a material impact on the Registrants’ ability to fund capital expenditures or debt service, or on their flexibility to react to changing economic and business conditions. Credit constraints could have a material negative impact on the Registrants’ lenders or customers, causing them to fail to meet their obligations to the Registrants or to delay payment of such obligations. The lower interest rates that the Registrants have been exposed to have been beneficial to recent debt issuances; however, these rates have negatively affected interest income for the Registrants’ short-term investments.

Fair Value Measurements

Various accounting pronouncements require certain assets and liabilities to be measured at their fair values. Some assets and liabilities are required to be measured at their fair value each reporting period, while others are required to be measured only one time, generally the date of acquisition or debt issuance. Cleco and Cleco Power are required to disclose the fair value of certain assets and liabilities by one of three levels when required for recognition purposes under GAAP.  Other financial assets and liabilities, such as long-term debt, are reported at their carrying values at their date of issuance on the consolidated balance sheets with their fair values as of the balance sheet date disclosed within the three levels. For more information about fair value levels, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 4 — Fair Value Accounting.”

Cash Generation and Cash Requirements

Restricted Cash

Various agreements to which Cleco is subject contain covenants that restrict its use of cash. As certain provisions under these agreements are met, cash is transferred out of related escrow accounts and becomes available for its intended purposes and/or general corporate purposes. Cleco’s restricted cash consisted of:  

(THOUSANDS)	AT MARCH 31, 2012		AT DECEMBER 31, 2011
Diversified Lands’ mitigation escrow	$	97	$	97
Cleco Katrina/Rita’s storm recovery bonds	3,320		8,761
Cleco Power’s future storm restoration costs	25,450		24,876
Cleco Power’s renewable energy grant	—		381
Cleco Power’s NOx allowance escrow	1,713		1,713
Total restricted cash	$	30,580	$	35,828

Cleco Katrina/Rita has the right to bill and collect storm restoration costs from Cleco Power’s customers. As cash is collected, it is restricted for payment of operating expenses,

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interest, and principal on storm recovery bonds. During the three months ended March 31, 2012, Cleco Katrina/Rita had collected $4.8 million net of operating expenses. In March 2012, Cleco Katrina/Rita used $6.7 million for scheduled storm recovery bond principal payments and $3.6 million for related interest. 

Debt

Cleco Consolidated

Cleco had no short-term debt outstanding at March 31, 2012, or December 31, 2011.

At March 31, 2012, Cleco’s long-term debt outstanding was $1.33 billion, of which $13.5 million was due within one year, compared to $1.36 billion outstanding at December 31, 2011, which included $24.3 million due within one year. The long-term debt due within one year at March 31, 2012, represents principal payments for the Cleco Katrina/Rita storm recovery bonds. For Cleco, long-term debt decreased $28.1 million primarily due to $11.2 million of 5.875% Rapides Parish pollution control bonds that were redeemed, prior to maturity, at par on January 25, 2012, a $10.0 million decrease in credit facility draws, a $6.7 million scheduled Cleco Katrina/Rita storm recovery bond principal payment made in March 2012, and $0.4 million of capital lease payments. These decreases were partially offset by debt premium amortizations of $0.2 million.

On April 5, 2012, Cleco Power entered into an agreement to issue $50.0 million senior unsecured private placement notes at an interest rate of 4.33%. For more information on the debt issuance, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 14 — Subsequent Events — Cleco Power Debt Issuance.”

Cash and cash equivalents available at March 31, 2012, were $47.2 million combined with $550.0 million facility capacity ($250.0 million from Cleco Corporation and $300.0 million from Cleco Power) for total liquidity of $597.2 million. Cash and cash equivalents available at March 31, 2012, decreased$46.3 million when compared to cash and cash equivalents available at December 31, 2011. This decrease is primarily due to additions to property, plant, and equipment, repayment of debt, and payment of common dividends.

At March 31, 2012, Cleco and Cleco Power were exposed to concentrations of credit risk through their short-term investments classified as cash equivalents. In order to mitigate potential credit risk, Cleco and Cleco Power have established guidelines for short-term investments. For more information on the concentration of credit risk through short-term investments classified as cash equivalents, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 4 — Fair Value Accounting.”

At March 31, 2012, and December 31, 2011, Cleco had a working capital surplus of $143.6 million and $135.8 million, respectively. The $7.8 millionincrease in working capital is primarily due to:

• a $53.9 million decrease in accounts payable primarily due to year-end pending ad valorem tax payments, employee incentive payments and fuel payments,

• an $11.7 million net increase related to changes in the recognition of current taxes and uncertain tax positions and related interest charges expected to be settled in the next 12 months, and

• an $11.2 million long-term debt payment to retire the

Rapides Parish pollution control bonds.

These increases in working capital were partially offset by:

• a $46.3 million decrease in cash and cash equivalents asdiscussed above,

• an $11.9 million decrease in accrued interest, excluding interest on uncertain tax positions, due to timing of debt service schedules, and

• an $8.3 million net decrease in accumulated deferred fuel.

Cleco Corporation (Holding Company Level)

Cleco Corporation had no short-term debt outstanding at March 31, 2012, or December 31, 2011.

At March 31, 2012, Cleco Corporation had no draws outstanding under its $250.0 million credit facility compared to $10.0 million outstanding at December 31, 2011. This facility provides for working capital and other needs. Cleco Corporation and Cleco Power have uncommitted lines of credit with a bank that allow up to $10.0 million each in short term borrowings, but no more than $10.0 million in aggregate, to support their working capital needs.

Cash and cash equivalents available at March 31, 2012, were $9.8 million. Cash and cash equivalents available at March 31, 2012, decreased$12.9 million when compared to cash and cash equivalents available at December 31, 2011, primarily due to routine working capital fluctuations.

Cleco Power

There was no short-term debt outstanding at Cleco Power at March 31, 2012, or December 31, 2011. At March 31, 2012, Cleco Power’s long-term debt outstanding was $1.33 billion, of which $13.5 million was due within one year, compared to $1.35 billion at December 31, 2011, of which $24.3 million was due within one year. The long-term debt due within one year at March 31, 2012, represents principal payments for the Cleco Katrina/Rita storm recovery bonds. For Cleco Power, long-term debt decreased$18.1 million primarily due to $11.2 million of 5.875% Rapides Parish pollution control bonds that were redeemed, prior to maturity, at par on January 25, 2012, a $6.7 million scheduled Cleco Katrina/Rita storm recovery bond principal payment made in March 2012, and $0.4 million of capital lease payments. These decreases were partially offset by debt premium amortizations of $0.2 million.

On April 5, 2012, Cleco Power entered into an agreement to issue $50.0 million senior unsecured private placement notes at an interest rate of 4.33%. For more information on the debt issuance, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 14 — Subsequent Events — Cleco Power Debt Issuance.”

At March 31, 2012, and December 31, 2011, there were no borrowings outstanding under Cleco Power’s $300.0 million credit facility. This facility provides for working capital and other needs. Cleco Corporation and Cleco Power have uncommitted lines of credit with a bank that allow up to $10.0 million each in short term borrowings, but no more than $10.0 million in aggregate, to support their working capital needs.

Cash and cash equivalents available at March 31, 2012, were $35.9 million, combined with $300.0 million facility capacity for total liquidity of $335.9 million. Cash and cash equivalents decreased$31.6 million, when compared to cash and cash equivalents at December 31, 2011, primarily due to additions to property, plant, and equipment, payment of

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intercompany dividends, and repayment of debt.

At March 31, 2012, and December 31, 2011, Cleco Power had a working capital surplus of $46.6 million and $36.4 million, respectively.  The $10.2 millionincrease in working capital is primarily due to:

• a $43.3 million decrease in accounts payable primarily due to year-end pending ad valorem tax payments, employee incentive payments and fuel payments,

• a $21.3 million net increase related to changes in the recognition of current taxes and uncertain tax positions and related interest charges expected to be settled in the next 12 months, and

• an $11.2 million long-term debt payment to retire the Rapides Parish pollution control bonds

These decreases in working capital were partially offset by:

• a $31.6 million decrease in cash and cash equivalents, as discussed above,

• an $11.9 million decrease in accrued interest, excluding interest on uncertain tax positions, due to timing of debt service schedules,

• an $11.3 million increase in affiliate accounts payable primarily due to the allocation of corporate tax liability to Cleco Power, and

• an $8.3 million net decrease in accumulated deferred fuel.

Credit Facilities

Cleco Corporation’s current credit facility agreement has a maximum capacity of $250.0 million and a maturity date of October 7, 2016. The borrowing costs are LIBOR plus 1.50% or ABR plus 0.50%, plus facility fees of 0.25%. If Cleco Corporation’s credit ratings were to be downgraded one level, Cleco Corporation would be required to pay fees and interest at a rate of 0.25% higher than the level for its current credit facility.

Cleco Power’s current credit facility agreement has a maximum capacity of $300.0 million and matures on October 7, 2016. The borrowing costs are LIBOR plus 1.275% or ABR plus 0.275%, plus facility fees of 0.225%. If Cleco Power’s credit ratings were to be downgraded one level, Cleco Power would be required to pay fees and interest at a rate of 0.25% higher than the level on its current credit facility.

At March 31, 2012, Cleco Corporation and Cleco Power were in compliance with the covenants in their credit facilities. If Cleco Corporation were to default under the covenants in its credit facility or other debt agreements, it would be unable to borrow additional funds under the facility, and the lenders could accelerate all principal and interest outstanding. Further, if Cleco Power were to default under its credit facility or other debt agreements, Cleco Corporation would be considered in default under its credit facility.

Midstream

Midstream had no debt outstanding at March 31, 2012, or December 31, 2011.

Cleco Consolidated Cash Flows

Net Operating Cash Flow

Net cash provided by operating activities was $41.4 million during the first three months of 2012, compared to $2.3 million during the first three months of 2011. Cash provided by

operating activities during the first three months of 2012 increased$39.1 million from the first three months of 2011, primarily due to the following items:

• lower pension plan contributions of $60.0 million and

• higher collection of receivables of $20.2 million.

These increases were partially offset by:

• higher vendor payments of $17.6 million,

• lower fuel oil inventory sales of $16.1 million, and

• lower expenditures for other fuel inventories of $12.0 million, primarily petroleum coke and coal.

Net Investing Cash Flow

Net cash used in investing activities was $40.8 million during the first three months of 2012, compared to $19.5 million during the first three months of 2011. Net cash used in investing activities during the first three months of 2012 was higher than the first three months of 2011 primarily due to higher additions to property, plant, and equipment, higher contributions to the tax credit fund, and lower transfers of cash from restricted accounts, partially offset by a higher return of investment in the tax credit fund.

During the first three months of 2012, Cleco had additions to property, plant, and equipment, net of AFUDC of $38.4 million and an $18.5 million investment in New Markets Tax Credits. This was partially offset by a $10.2 million return of investment from the tax credit fund and the transfer of $5.2 million of cash from restricted accounts, primarily related to cash restricted for storm costs.

During the first three months of 2011, Cleco had additions to property, plant, and equipment, net of AFUDC of $19.9 million and a $9.2 million investment in New Markets Tax Credits. This was partially offset by the transfer of $9.4 million of cash from restricted accounts, primarily related to GO Zone bonds and cash restricted for storm costs.

Net Financing Cash Flow

Net cash used in financing activities was $46.9 million during the first three months of 2012, compared to $36.7 million during the first three months of 2011. Net cash used in financing activities during the first three months of 2012 was higher than the first three months of 2011 primarily due to higher repayments of long-term debt and higher dividend payments. This was partially offset by lower payments on the credit facility.

During the first three months of 2012, Cleco retired $27.8 million of long-term debt, consisting of $17.8 million of long-term bonds and $10.0 million of credit facility draws. Cleco also used $18.9 million for dividend payments.

During the first three months of 2011, Cleco retired $21.3 million of long-term debt, consisting of $15.0 million of credit facility draws and $6.3 million of long-term bonds. Cleco also used $15.2 million for dividend payments.

Cleco Power Cash Flows

Net Operating Cash Flow

Net cash provided by operating activities was $47.5 million during the first three months of 2012, compared to $5.3 million during the first three months of 2011. Cash provided by operating activities during the first three months of 2012 increased$42.2 million from the first three months of 2011 primarily due to the following items:

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• lower pension plan contributions of $60.0 million and

• higher collection of receivables of $16.5 million.

These increases were partially offset by:

• higher vendor payments of $8.7 million,

• lower fuel oil inventory sales of $16.1 million, and

• lower expenditures for other fuel inventories of $12.0 million, primarily petroleum coke and coal.

Net Investing Cash Flow

Net cash used in investing activities was $30.8 million during the first three months of 2012, compared to $9.0 million during the first three months of 2011. Net cash used in investing activities during the first three months of 2012 was higher than the first three months of 2011 primarily due to higher additions to property, plant, and equipment and lower transfers of cash from restricted accounts.

During the first three months of 2012, Cleco had additions to property, plant, and equipment, net of AFUDC of $37.5 million. This was partially offset by the transfer of $5.2 million of cash from restricted accounts, primarily related to cash restricted for storm costs.

During the first three months of 2011, Cleco Power had additions to property, plant, and equipment, net of AFUDC of $18.7 million. This was partially offset by the transfer of $9.4 million of cash from restricted accounts, primarily related to GO Zone bonds and cash restricted for storm costs.

Net Financing Cash Flow

Net cash used in financing activities was $48.3 million during the first three months of 2012, compared to $56.8 million during the first three months of 2011. Net cash used in financing activities during the first three months of 2012 was lower than the first three months of 2011 primarily due to $20.0 million of lower distributions made to Cleco Corporation, partially offset by higher repayments of long-term debt.

Contractual Obligations and Other Commitments

Cleco, in the normal course of business activities, enters into a variety of contractual obligations. Some of these result in direct obligations that are reflected in the Condensed Consolidated Balance Sheets while other commitments, some firm and some based on uncertainties, are not reflected in the consolidated financial statements.

For more information regarding Cleco’s Contractual Obligations and Other Commitments, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Contractual Obligations and Other Commitments” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

Off-Balance Sheet Commitments and Disclosures about Guarantees

Cleco Corporation and Cleco Power have entered into various off-balance sheet commitments, in the form of guarantees and standby letters of credit, in order to facilitate their activities and the activities of Cleco Corporation’s subsidiaries and equity investees (affiliates). Cleco Corporation and Cleco Power have also agreed to contractual terms that require them to pay third parties if certain triggering events occur. These contractual terms generally are defined as guarantees in the authoritative guidance. For more information on off-balance

sheet commitments, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 11 — Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees — Off-Balance Sheet Commitments” and “— Disclosures about Guarantees.”

Regulatory and Other Matters

Generation RFP

Renewable Energy Pilot Program

In November 2010, the LPSC established a two-part renewable energy pilot program implementation plan consisting of a research component and an RFP component. Cleco Power is meeting the requirements of the research component by developing eight self-build renewable energy projects, each with a maximum nameplate rating of 300 kilowatts. The RFP component of the program requires each LPSC jurisdictional utility to conduct an RFP for new long-term renewable resources, while prohibiting the utilities from bidding self-build projects into the long-term RFP. Cleco Power’s requirement is 43 MW of renewable energy with a minimum term of 10 years and a maximum term of 20 years, and can reasonably be expected to be deliverable within the 2011-2014 time period. Because Madison Unit 3 is designed to burn biomass fuel, with minor modifications, in addition to its primary fuel, Cleco Power has been given an exception allowing it to conduct an RFP for biomass fuel along with identifying the costs to co-fire biomass fuel in Madison Unit 3. In November 2011, Cleco Power received LPSC approval for recovery of the test burn costs, and performed a biomass test burn at Madison Unit 3 during the fourth quarter of 2011. Cleco Power issued its final RFP for biomass fuel in February 2012, with a deadline of April 17, 2012 for potential suppliers to submit their proposals. Cleco plans to file in July 2012 a written report to the LPSC regarding the cost of co-firing biomass fuel in Madison Unit 3. Following its review of the results of Cleco Power’s RFP and Cleco Power’s written report, the LPSC may authorize Cleco Power to pursue co-firing biomass fuel in Madison Unit 3 or require Cleco Power to conduct an additional RFP for 43 MW of renewable energy as discussed above. For more information on Cleco’s renewable energy pilot program, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Regulatory and Other Matters — Generation RFP” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

RFP for Short-Term 2012 Resources

In August 2011, Cleco Power issued an RFP for short-term 2012 resources to enhance reliability for the period January through April 2012. Cleco Power selected and negotiated two agreements from the RFP, a power purchase agreement with NRG Power Marketing LLC, and a tolling agreement with Evangeline. Cleco Power filed with the LPSC an application for a certificate of public convenience and necessity for the two agreements, and additionally filed an application with the FERC for authorization to make power sales between affiliates pursuant to Section 205 of the Federal Power Act. The NRG agreement provided 200 MW of capacity and energy from January 1, 2012, through April 30, 2012, while the Evangeline agreement provided 250 MW of capacity and energy from January 1, 2012, through April 30, 2012.

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RFP for Contractual Resources to Meet CSAPR Beginning in May 2012

In September 2011, Cleco Power issued a draft RFP for resources to meet CSAPR and conducted a bidders conference on October 13, 2011. The final RFP seeking up to approximately 750 MW of capacity and energy for a three- or five-year term was published on October 21, 2011. In March 2012, Cleco Power received approval from the LPSC for a three-year power purchase agreement providing 730 MW of capacity and energy with Evangeline for a delivery term beginning May 1, 2012, and ending April 30, 2015. Because Cleco Power and Evangeline are affiliates, Cleco Power also received approval from FERC to make power sales between affiliates pursuant to Section 205 of the Federal Power Act.

2012 Long-Term RFP for Capacity and Energy Resources

During the second quarter of 2012, Cleco Power expects to issue a draft RFP for long-term resources beginning May 2015 to meet long-term capacity and energy needs due to load growth and environmental regulations. According to the current schedule, Cleco Power will conduct a bidders conference in May 2012 prior to issuing a final RFP in July 2012. Proposals are due from potential suppliers in August 2012.

Environmental Matters

Cleco is subject to extensive environmental regulation by federal, state, and local authorities and is required to comply with numerous environmental laws and regulations, and to obtain and comply with numerous governmental permits, in operating its facilities. In addition, existing environmental laws, regulations, and permits could be revised or reinterpreted; new laws and regulations could be adopted or become applicable to Cleco or its facilities; and future changes in environmental laws and regulations could occur, including potential regulatory and enforcement developments related to air emissions. Cleco may incur significant additional costs to comply with these revisions, reinterpretations, and requirements. Cleco Power would then seek recovery of additional environmental compliance costs as riders through the LPSC’s environmental adjustment clause or its FRP, or as a base rate adjustment as appropriate. If Cleco fails to comply with these revisions, reinterpretations, and requirements, it could be subject to civil or criminal liabilities and fines.

For a discussion of other Cleco environmental matters, please read “Business — Environmental Matters” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

Retail Rates of Cleco Power

For information concerning amounts accrued and refunded by Cleco Power as a result of the FRP and information on the LPSC Staff’s FRP reviews, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 9 — Electric Customer Credits.”

For information on certain other regulatory aspects of retail rates concerning Cleco Power, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Regulatory and Other Matters — Retail Rates of Cleco Power” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

Wholesale Rates of Cleco

Transmission Service

On March 29, 2012, Cleco Power filed a request with the FERC for revisions to its Open Access Transmission Tariff (OATT). The revisions are proposed to allow adoption of a formula rate methodology for transmission delivery and ancillary services provided by Cleco Power under the OATT and the existing bilateral Electric System Interconnection Agreements that preceded the OATT. The new formula rates also will permit recovery of Cleco Power’s FERC-jurisdictional investments in transmission and other assets placed in service since the existing rates were established. Cleco Power anticipates settlement of this rate proceeding in late 2013.

For more information on the wholesale rates of Cleco, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Regulatory and Other Matters — Wholesale Rates of Cleco” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

Market Restructuring

Wholesale Electric Markets

For more information on regulatory aspects of wholesale electric markets affecting Cleco, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Regulatory and Other Matters — Market Restructuring — Wholesale Electric Markets” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

Retail Electric Markets

For a discussion of the regulatory aspects of retail electric markets affecting Cleco Power, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Regulatory and Other Matters — Market Restructuring — Retail Electric Markets” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

Lignite Deferral

At March 31, 2012, and December 31, 2011, Cleco Power had $18.5 million and $19.1 million, respectively, in deferred lignite mining costs remaining uncollected.

For more information on Cleco Power’s deferred lignite mining expenditures, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Regulatory and Other Matters — Lignite Deferral” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

Acadiana Load Pocket Project

In September 2008, Cleco Power entered into an agreement with two other utilities to upgrade and expand interconnected transmission systems in south central Louisiana in an area known as the Acadiana Load Pocket. The project received LPSC and SPP approval in February 2009. Cleco Power’s estimated cost for its portion of the project is $125.0 million, including AFUDC. At March 31, 2012, Cleco Power had spent $102.5 million on the project, including AFUDC. A return on and recovery of the costs associated with the completed

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portions of the Acadiana Load Pocket project are included in base revenue. The project is expected to be substantially complete by June 2012. Remaining portions of the project are expected to be complete by December 2012. For more information, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Regulatory and Other Matters — Acadiana Load Pocket Project” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2011. For information on the impact the Acadiana Load Pocket project is expected to have on base revenue, see “Results of Operations — Comparison of the Three Months Ended March 31, 2012, and 2011 — Cleco Power — Base.”

AMI Project

In May 2010, Cleco Power accepted the terms of a $20.0 million grant from the DOE under the DOE’s small-grant process to implement advanced metering technology for all of Cleco Power’s retail customers. Cleco Power estimates the project will cost $73.0 million, with the DOE grant providing $20.0 million toward the project and Cleco Power providing the remaining $53.0 million. The grant program is a part of the American Recovery and Reinvestment Act of 2009, an economic stimulus package passed by Congress in February 2009. Advanced metering technology includes the installation of electric meters that enable two-way communication capabilities between a home or business and a utility company. At March 31, 2012, Cleco Power had incurred $12.1 million in project costs, of which $5.3 million has been submitted to the DOE for reimbursement. As of March 31, 2012, Cleco Power had received $4.7 million in payments from the DOE. The project is expected to be completed in the third quarter of 2013. For more information, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Regulatory and Other Matters — AMI Project” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

Franchises

On March 13, 2012, the City of Slidell unanimously voted to renew the franchise agreement with Cleco Power. The renewal extends the agreement for 33 years until April 2045. Approximately 16,400 Cleco Power customers are located in Slidell.

On April 5, 2012, the City of Oakdale unanimously voted to renew the franchise agreement with Cleco Power. The renewal extends the agreement for 27 years until April 2039. Approximately 3,400 Cleco Power customers are located in Oakdale.

On April 10, 2012, the Town of Berwick unanimously voted to renew the franchise agreement with Cleco Power. The renewal extends the agreement for 22 years until April 2034. Approximately 2,700 Cleco Power customers are located in Berwick.

For more information on other electric service franchises, please read “Business — Regulatory Matters, Industry Developments, and Franchises — Franchises” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

Other Franchise Matters

On March 9, 2010, a complaint was filed in the 27^th Judicial

District Court of St. Landry Parish, State of Louisiana on behalf of three Cleco Power customers in Opelousas, Louisiana. The complaint alleges that Cleco Power overcharged the plaintiffs by applying to customers in Opelousas the same retail rates as Cleco Power applies to all of its retail customers. In addition, on May 11, 2010, a second complaint repeating the allegations of the first was filed on behalf of a number of Opelousas residents. For more information regarding these complaints, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 11 — Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees — City of Opelousas.”

Recent Authoritative Guidance

For a discussion of recent authoritative guidance, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 2 — Recent Authoritative Guidance” of this Combined Quarterly Report on Form 10-Q, which discussion is incorporated herein by reference.

CRITICAL ACCOUNTING POLICIES

Cleco’s critical accounting policies include those accounting policies that are both important to Cleco’s financial condition and results of operations and those that require management to make difficult, subjective, or complex judgments about future events, which could result in a material impact to the financial statements of Cleco Corporation’s segments or to Cleco as a consolidated entity.  The financial statements contained in this report are prepared in accordance with accounting principles generally accepted in the United States of America, which require Cleco to make estimates and assumptions.  Estimates and assumptions about future events and their effects cannot be made with certainty.  Management bases its current estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances.  On an ongoing basis, these estimates and assumptions are evaluated and, if necessary, adjustments are made when warranted by new or updated information or by a change in circumstances or environment.  Actual results may differ significantly from these estimates under different assumptions or conditions. 

For more information on Cleco’s critical accounting policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies” in the Registrant’s Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

CLECO POWER — NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS

Set forth below is information concerning the results of operations of Cleco Power for the three months ended March 31, 2012, and March 31, 2011. The following narrative analysis should be read in combination with Cleco Power’s Unaudited Condensed Consolidated Financial Statements and the Notes contained in this Combined Quarterly Report on Form 10-Q.

Cleco Power meets the conditions specified in General Instructions H(1)(a) and (b) to Form 10-Q and is therefore permitted to use the reduced disclosure format for wholly owned subsidiaries of reporting companies. Accordingly, Cleco Power has omitted from this report the information called for by Item 2 (Management’s Discussion and Analysis of

46

CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

Financial Condition and Results of Operations) and Item 3 (Quantitative and Qualitative Disclosures about Market Risk) of Part I of Form 10-Q and the following Part II items of Form 10-Q: Item 2 (Unregistered Sales of Equity Securities and Use of Proceeds) and Item 3 (Defaults upon Senior Securities). Pursuant to the General Instructions, Cleco Power has included an explanation of the reasons for material changes in the amount of revenue and expense items of Cleco Power between the first quarter of 2012 and the first quarter of 2011. Reference is made to Management’s Discussion and Analysis

of Financial Condition and Results of Operations in Item 7 of the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

For an explanation of material changes in the amount of revenue and expense items of Cleco Power between the first quarter of 2012 and the first quarter of 2011, see “— Results of Operations — Comparison of the Three Months Ended March 31, 2012, and 2011 — Cleco Power” of this Combined Quarterly Report on Form 10-Q, which discussion is incorporated herein by reference.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Risk Overview

Market risk inherent in Cleco’s market risk-sensitive instruments and positions includes potential changes arising from changes in interest rates and the commodity market prices of power and natural gas in the industry on different energy exchanges.

Cleco applies the authoritative guidance as it relates to derivatives and hedging to determine whether the market risk-sensitive instruments and positions are required to be marked-to-market. Generally, Cleco Power’s market risk-sensitive instruments and positions qualify for the normal-purchase, normal-sale exception to mark-to-market accounting since Cleco Power takes physical delivery and the instruments and positions are used to satisfy customer requirements. When positions close, actual gains or losses are included in the fuel adjustment clause and reflected on customers’ bills as a component of the fuel cost adjustment.

Cleco’s exposure to market risk, as discussed below, represents an estimate of possible changes in the fair value or future earnings that would occur, assuming possible future movements in the interest rates and commodity prices of power and natural gas. Management’s views on market risk are not necessarily indicative of actual results, nor do they represent the maximum possible gains or losses. The views do represent, within the parameters disclosed, what management estimates may happen.

Cleco monitors credit risk exposure through reviews of counterparty credit quality, aggregate counterparty credit exposure, and aggregate counterparty concentration levels. Cleco manages these risks by establishing appropriate credit and concentration limits on transactions with counterparties and requiring contractual guarantees, cash deposits, or letters of credit from counterparties or their affiliates, as deemed necessary. Cleco Power has agreements in place with various counterparties that authorize the netting of financial transactions and contract payments to mitigate credit risk for transactions entered into for risk management purposes.

Access to capital markets is a significant source of funding for both short- and long-term capital requirements not satisfied by operating cash flows. Market conditions during the past few years have limited the availability and have increased the costs of capital for many companies. The inability to raise capital on favorable terms could negatively affect Cleco’s ability to maintain and expand its businesses. After assessing the current operating performance, liquidity, and credit ratings of Cleco, management believes that it will have access to the capital markets at prevailing market rates for companies with comparable credit ratings. Cleco Corporation and Cleco Power pay fees and interest under their respective credit facilities based on the highest rating held. If

Cleco Corporation or Cleco Power’s credit ratings were to be downgraded by Moody’s and Standard & Poor’s, Cleco Corporation or Cleco Power, as the case may be, would be required to pay additional fees and higher interest rates under their respective credit facilities. Cleco Power’s collateral for derivatives is based on the lowest rating held. If Cleco Power’s credit ratings were to be downgraded by Standard & Poor’s or Moody’s, Cleco Power would be required to pay additional collateral for derivatives.

Interest Rate Risks

Cleco monitors its mix of fixed- and variable-rate debt obligations in light of changing market conditions and from time to time may alter that mix, for example, refinancing balances outstanding under its variable-rate credit facility with fixed-rate debt. For details, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 5 — Debt." Calculations of the changes in fair market value and interest expense of the debt securities are made over a one-year period.

Sensitivity to changes in interest rates for fixed-rate obligations is computed by calculating the current fair market value using a net present value model based upon a 1% change in the average interest rate applicable to such debt. Sensitivity to changes in interest rates for variable-rate obligations is computed by assuming a 1% change in the current interest rate applicable to such debt.

At March 31, 2012, Cleco had no short-term variable rate debt outstanding.

At March 31, 2012 , Cleco Corporation had no borrowings outstanding under its $250.0 million credit facility.

On November 14, 2011, Cleco Power entered into a forward starting interest rate swap contract in order to mitigate the interest rate exposure on coupon payments related to a $50.0 million fixed-rate forecasted debt issuance. The forward starting interest rate swap has a spot 30-year all-in swap rate of 3.05%, notional amount of $50.0 million, with the pricing date of May 14, 2013, or the issuance of the notes, whichever is earlier. The forward starting interest rate swap meets the criteria of a cash flow hedge under the authoritative guidance as it relates to derivatives and hedging. The fair market value of the forward starting interest rate swap is the difference between the present value of the fixed payments to be paid by Cleco Power and the present value of the three-month LIBOR payments to be received by Cleco Power. Cleco Power recognized $4.7 million of unrealized mark-to-market gains in other comprehensive income for the three months ended March 31, 2012. The offsetting asset was recorded on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets as an interest rate risk management asset. There was no impact to earnings due to ineffectiveness for the three months

47

CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

ended March 31, 2012. For every 0.01% change in the three-month LIBOR forward curve, the value of the forward starting interest rate swap changes by approximately $0.1 million.

Commodity Price Risks

Management believes Cleco has controls in place to minimize the risks involved in its financial and energy commodity activities. Independent controls over energy commodity functions consist of a middle office (risk management), a back office (accounting), and regulatory compliance staff, as well as monitoring by a risk management committee comprised of officers and the General Manager – Internal Audit, who are approved by Cleco Corporation’s Board of Directors. Risk limits are recommended by the Risk Management Committee and monitored through a daily risk report that identifies the current VaR, current market conditions, and concentration of energy market positions.

Cleco Power provides fuel for generation and purchases power to meet the power demands of customers. Cleco Power has entered into positions to mitigate the volatility in customer fuel costs, as encouraged by an LPSC order. Cleco Power’s fuel stabilization policy targets certain levels of hedging percentages to help mitigate the volatility in customer fuel costs. The change in positions could result in increased volatility in the marked-to-market amounts for the financial positions. These positions are marked-to-market with the resulting gain or loss recorded on the balance sheet as a component of the accumulated deferred fuel asset or liability and a component of the energy risk management assets or liabilities. When these positions close, actual gains or losses are deferred and included in the fuel adjustment clause in the month the physical contract settles. Based on market prices at March 31, 2012, and December 31, 2011, the net mark-to-market impact related to open natural gas positions was losses of $3.3 million and $5.3 million, respectively. All of these natural gas positions open at March 31, 2012, will close over the next 12 months. Deferred losses relating to closed natural gas positions at March 31, 2012, and December 31, 2011,

totaled $1.7 million and $1.2 million, respectively.

Cleco utilizes a VaR model to assess the market risk of its hedging portfolios, including derivative financial instruments. VaR represents the potential loss in fair value for an instrument from adverse changes in market factors over a defined period of time with a specified confidence level. VaR is calculated daily, using the variance/covariance method with delta approximation, assuming a holding period of one day, and a 95% confidence level for natural gas and power positions. Volatility is calculated daily from historical forward prices using the exponentially weighted moving average method. Based on these assumptions, the VaR relating to Cleco Power’s hedge transactions for the three months ended March 31, 2012, as well as the VaR at December 31, 2011, is summarized as follows.

	FOR THE THREE MONTHS ENDED MARCH 31, 2012						AT MARCH 31,		AT DECEMBER 31,
(THOUSANDS)	HIGH		LOW		AVERAGE		2012		2011
Fuel cost hedges	$	382.0	$	179.5	$	286.5	$	227.4	$	196.1

Cleco Power

Please refer to “— Risk Overview” for a discussion of market risk inherent in Cleco Power’s market risk-sensitive instruments.

Cleco Power has entered into various fixed- and variable-rate debt obligations. Please refer to “— Interest Rate Risks” for a discussion of how Cleco Power monitors its mix of fixed- and variable-rate debt obligations and the manner of calculating changes in fair market value and interest expense of its debt obligations.

Cleco Power had no short- or long-term variable-rate debt as of March 31, 2012.

Please refer to “— Commodity Price Risks” for a discussion of controls, transactions, VaR, and market value maturities associated with Cleco Power’s energy commodity activities.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of March 31, 2012, evaluations were performed under the supervision and with the participation of Cleco Corporation and Cleco Power LLC (individually, “Registrant” and collectively, the “Registrants”) management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO). The evaluations assessed the effectiveness of the Registrants’ disclosure controls and procedures. Based on the evaluations, the CEO and CFO have concluded that the Registrants’ disclosure controls and procedures are effective to ensure that information required to be disclosed by each Registrant in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms; and that the Registrants’ disclosure controls and procedures are also effective in ensuring that such information is accumulated and communicated to the Registrants’ management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

Under the supervision and with the participation of the Registrants’ management, including the CEO and CFO, the Registrants evaluated changes in internal control over financial reporting that occurred during the quarter ended March 31, 2012, and found no change that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

48

CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

CLECO

For information on legal proceedings affecting Cleco, see Part

I, Item 1, “Notes to the Unaudited Condensed Consolidated

Financial Statements — Note 11 — Litigation, Other

Commitments and Contingencies, and Disclosures about

Guarantees — Litigation.”

CLECO POWER

For information on legal proceedings affecting Cleco Power,

see Part I, Item 1, “Notes to the Unaudited Condensed

Consolidated Financial Statements — Note 11 — Litigation,

Other Commitments and Contingencies, and Disclosures

about Guarantees — Litigation.”

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed under the heading “Risk Factors” in Item 1A of the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (the “2011 Annual Report on Form 10-K”). For risks that could affect actual results and cause results to differ materially from those

expressed in any forward-looking statements made by, or on behalf of, the Registrants, see the risk factors disclosed under “Risk Factors” in Item 1A of the 2011 Annual Report on Form 10-K.

ITEM 4.MINE SAFETY DISCLOSURES

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Combined Quarterly Report on Form 10-Q.

49

CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

ITEM 5.OTHER INFORMATION

Departure of Directors

Effective April 27, 2012, Brigadier General Sherian G. Cadoria retired as a director of Cleco Corporation. General Cadoria has served as a director of Cleco Corporation since 1993 and has reached the retirement age for outside directors specified in Cleco Corporation’s Bylaws.

Amendment to Bylaws

Effective April 27, 2012, and in connection with the retirement of General Cadoria, the Board of Directors of Cleco Corporation amended Cleco Corporation’s Bylaws to decrease the number of directors serving on the board to nine. Prior to the amendment, the Bylaws provided for ten directors to serve on the board. A copy of the bylaws, as revised, is filed as Exhibit 3.1 to this Combined Quarterly Report on Form 10-Q.

Stock Award to Mr. Williamson

On April 27, 2012, the Board of Directors of Cleco Corporation approved a special award in the amount of 5,000 restricted shares of Cleco Corporation common stock to Mr. Bruce A. Williamson, President and Chief Executive Officer of Cleco Corporation. This award was made pursuant to the 2010 LTICP. The shares will be restricted until January 1, 2019. During the restricted period, Mr. Williamson may not sell, assign, transfer, pledge or otherwise dispose of the shares. Dividends will accrue on the shares during the restricted period without interest and will be paid to Mr. Williamson upon the lapse of the restrictions. The shares (and any accrued dividends thereon) will be forfeited if Mr. Williamson is no longer an employee of Cleco Corporation (other than because of death or disability) before the end of the restricted period. Upon a change of control (as defined in the 2010 LTICP), the restrictions will lapse and the shares (and any accrued dividends) will be delivered to Mr. Williamson. The Compensation Committee or the Board of Directors may amend the terms and conditions of the award.

Submission of Matters to a Vote of Security Holders

(a) The Annual Meeting of Shareholders of Cleco Corporation was held on April 27, 2012, in Pineville, Louisiana.

(b) Proxies for the election of directors were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. There was no solicitation in opposition to management’s nominees, and all nominees listed in the proxy statement were elected.

(c) The following is a tabulation of the votes cast upon each proposal presented at the Annual Meeting of Shareholders of Cleco Corporation on April 27, 2012.

(1) Election of Directors to serve until the 2015 Annual Meeting of Shareholders:

CLASS I DIRECTORS	FOR	WITHHELD	ABSTAIN	BROKER NON-VOTE
J. Patrick Garrett	48,570,412	2,100,125	0	5,919,199
Elton R. King	48,580,315	2,090,222	0	5,919,199
Shelley Stewart, Jr.	48,791,535	1,879,002	0	5,919,199

The term of office as a director of each of Messrs. Logan W. Kruger, William L. Marks, Robert T. Ratcliff, Sr., Peter M. Scott III, William H. Walker, Jr., and Bruce A. Williamson continued after the meeting.

(2) Ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Cleco’s independent registered public accounting firm for the fiscal year ending December 31, 2012:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
56,001,409	456,306	144,772	0

(3) Consideration of a non-binding advisory vote to approve the compensation of Cleco’s named executive officers as described in the “Compensation Discussion and Analysis” and “Executive Officers Compensation” sections of the proxy statement:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
48,041,563	2,209,409	432,316	5,919,199

(4) Consideration of a shareholder proposal to require Cleco to issue a sustainability report that includes a comprehensive discussion of its sustainability risks and opportunities, including an analysis of material water-related risks:

FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
14,645,360	28,428,470	7,609,458	5,919,199

50

CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

ITEM 6.   EXHIBITS
CLECO CORPORATION
3.1	Bylaws of Cleco Corporation, revised effective April 27, 2012
10.1	Form of Notice and Acceptance of Grant of Restricted Stock under Cleco Corporation 2010 Long-Term Incentive Compensation Plan, by and between Cleco Corporation and Bruce A. Williamson
12(a)	Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Stock Dividends for the three- and twelve-month periods ended March 31, 2012, for Cleco Corporation
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
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	XBRL Taxonomy Extension Definition Linkbase
101.LAB*	XBRL Taxonomy Extension Label Linkbase
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase
CLECO POWER
12(b)	Computation of Ratios of Earnings to Fixed Charges for the three- and twelve-month periods ended March 31, 2012, for Cleco Power
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
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	XBRL Taxonomy Extension Definition Linkbase
101.LAB*	XBRL Taxonomy Extension Label Linkbase
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase
*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.

51

CLECO CORPORATION
CLECO POWER	2012 1ST QUARTER FORM 10-Q

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 thereunto duly authorized.

CLECO CORPORATION
(Registrant)
By:	/s/ Terry L. Taylor
	Terry L. Taylor
	Controller & Chief Accounting Officer

Date: May 2, 2012

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 thereunto duly authorized.

CLECO POWER LLC
(Registrant)
By:	/s/ Terry L. Taylor
	Terry L. Taylor
	Controller & Chief Accounting Officer

Date: May 2, 2012

52

EX-3.1

EXHIBIT 3.1

BYLAWS

OF

CLECO CORPORATION

(Revised effective April 27, 2012)

ARTICLE I	Registered Office; Registered Agents; Corporate Seal	1
Section 1.	Registered Office and Registered Agent(s)	1
Section 2.	Corporate Seal	1
ARTICLE II	Shareholders	1
Section 1.	Place of Holding Meetings	1
Section 2.	Quorum; Adjournment of Meetings	1
(a)	General Rule	1
(b)	Special Rule	1
(c)	Adjournments	2
Section 3.	Annual Meeting	2
Section 4.	Special Meeting	2
Section 5.	Conduct of Meetings	3
Section 6.	Voting	4
Section 7.	Notice	5
Section 8.	Amendment of Articles of Incorporation	8
(a)	Shareholders Proposals	8
(b)	Effectiveness	8
Section 9.	Effectiveness of Other Amendments to Articles of Incorporation	9
Section 10.	General	10
ARTICLE III	Directors	10
Section 1.	Certain General Provisions	10
(a)	Number	10
(b)	Classifications	10
(c)	Nominations	10
(d)	Qualifications; Declaration of Vacancy	12
(e)	Removal	13
(f)	Powers	14
(g)	Change in Number of Directors	15
(h)	Rights of Preferred Shareholders, etc.	15
Section 2.	Filling of Vacancies	15
Section 3.	Annual and Regular Meetings	15
Section 4.	Special Meetings	16
Section 5.	Place of Meetings; Telephone Meetings	16
Section 6.	Quorum	16
Section 7.	Compensation	16
Section 8.	Committees	16
ARTICLE IV	Indemnification	17
Section 1.	Right to Indemnification - General	17

Section 2.	Certain Provisions Respecting Indemnification for and Advancement of Expenses	17
Section 3.	Procedure for Determination of Entitlement to Indemnification	18
Section 4.	Presumptions and Effect of Certain Proceedings	19
Section 5.	Right of Claimant to Bring Suit	19
Section 6.	Non-Exclusivity and Survival of Rights	20
Section 7.	Definitions	21
ARTICLE V	Executive Committee	22
Section 1.	Election and Tenure	22
Section 2.	Executive Committee	22
Section 3.	Meetings	22
Section 4.	Compensation	22
ARTICLE VI	Audit Committee	22
Section 1.	Election and Tenure	22
Section 2.	Audit Committee	22
Section 3.	Meetings	23
Section 4.	Compensation	23
ARTICLE VII	Compensation Committee	23
Section 1.	Election and Tenure	23
Section 2.	Compensation Committee	23
Section 3.	Meetings	23
Section 4.	Compensation	23
ARTICLE VII.A.	Nominating/Governance Committee	24
Section 1.	Election and Tenure	24
Section 2.	Nominating/Governance Committee	24
Section 3.	Meetings	24
Section 4.	Compensation	24
ARTICLE VIII	Officers	24
Section 1.	Election, Tenure, and Compensation	24
Section 2.	Powers and Duties of Chairman of Board of Directors	25
Section 3.	Powers and Duties of President	25
Section 4.	Powers and Duties of Vice President	25
Section 5.	Powers and Duties of Secretary	25
Section 6.	Powers and Duties of Treasurer	25
Section 7.	Delegation of Duties	26

ii

ARTICLE IX	Capital Stock	26
Section 1.	Stock Certificates	26
Section 2.	Lost or Destroyed Certificates	26
Section 3.	Transfer of Shares	26
Section 4.	Dividends	27
Section 5.	Closing Transfer Books; Fixing Record Date	27
ARTICLE X	Fair-Price Provisions	27
Section 1.	Definitions	27
Section 2.	Vote Required in Business Combinations	30
Section 3.	When Voting Requirements Not Applicable	31
(a)	Definitions	31
(b)	Conditions	31
(c)	Other Provisions	34
ARTICLE XI	Notices	34
Section 1.	Manner of Giving Notice	34
Section 2.	Waiver of Notice	34
ARTICLE XII	Miscellaneous	35
Section 1.	Fiscal Year	35
Section 2.	Checks and Drafts	35
Section 3.	Books and Records	35
Section 4.	Separability	35
ARTICLE XIII	Amendment of Bylaws	35
Section 1.	Voting	35
Section 2.	Shareholder Proposals	35
Section 3.	Effective Date	36
ARTICLE XIV	Other Amendments to Bylaws	36
Section 1.	Effective Date	36
ARTICLE XV	Control Share Acquisition Statute	37
Section 1.		37

iii

BYLAWS

OF

CLECO CORPORATION

ARTICLE I

Registered Office; Registered Agents; Corporate Seal

Section 1.Registered Office and Registered Agent(s). The registered office of the Corporation is 2030 Donahue Ferry Road, Pineville, Louisiana 71360-5226, and its registered agents are the president and chief executive officer of the Corporation, the general counsel, and the manager of insurance and claims of the Corporation, post office address 2030 Donahue Ferry Road, Pineville, Louisiana 71360-5226. The Corporation may also have offices at such other places as the board of directors, the chief executive officer or the president may from time to time designate.

Section 2.Corporate Seal. The corporate seal of the Corporation shall be circular in form and have inscribed on its periphery the words “Cleco Corporation 1999” and in its center the words “Corporate”, “Seal” and “Louisiana.”

ARTICLE II

Shareholders

Section 1.Place of Holding Meetings. All meetings of the shareholders shall be held at the principal office of the Corporation in the City of Pineville, State of Louisiana, except in cases in which the notices thereof designate some other place, which may be within or without the State of Louisiana.

Section 2.Quorum; Adjournment of Meetings.

(a)General Rule. Except as otherwise provided in these bylaws, the presence in person or by proxy at a meeting of shareholders of the holders of record of a number of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote thereat that represents a majority of the votes entitled to be cast thereat shall constitute a quorum at such meeting.

(b)Special Rule. At a meeting of shareholders at least one purpose of which is to amend or repeal a provision of or to supplement these bylaws or the articles of incorporation of the Corporation or to act on a merger, consolidation, reclassification, repurchase, or exchange of securities, transfer of all or substantially all of the assets of the Corporation, dissolution, “business combination” as defined in article X of these bylaws, or similar transaction, a quorum shall for all purposes consist of the presence in person or by proxy at such meeting of the holders of the number of the shares of the capital stock of the Corporation issued and outstanding and entitled to

1

vote thereat that represents 80% of the votes entitled to be cast thereat. At a meeting described in the preceding sentence, the quorum for any class of shares entitled to vote as a class shall be the holders of the number of shares of such class that represents 80% of the votes entitled to be cast by all holders of all shares of such class. Notwithstanding the foregoing, if the change in the articles of incorporation or bylaws, merger, consolidation, reclassification, repurchase, or exchange of securities, transfer of all or substantially all of the assets of the Corporation, dissolution, “business combination” as defined in article X of these bylaws, or similar transaction in question shall have been approved, before submission of a proposal relating thereto to a vote of shareholders, by at least 80% of the “continuing directors” (hereinafter defined) of the Corporation, then, instead of subsection (b), subsection (a) of this section 2 shall determine the quorum at the meeting of shareholders at which such proposal is considered by shareholders. For purposes of the preceding, a “continuing director” shall mean a director elected pursuant to a solicitation of proxies by the board of directors of the Corporation at an annual meeting of shareholders held at least 90 days before the date of determination and who has served continuously since such election, or a director elected by continuing directors to fill a vacancy.

(c)Adjournments. A meeting may, whether or not a quorum shall be in attendance at the time for which such meeting shall have been called and without any notice other than by announcement at such meeting, be adjourned from time to time by the chairman of the board of directors or the vote of the shareholders present in person or by proxy representing a majority of the votes so present, for a period not exceeding one month at any one time; provided, however, that a meeting at which a director or directors are to be elected shall be adjourned only from day to day until such director or directors have been elected. At an adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if such meeting had been held as originally called.

Section 3.Annual Meeting. Except as otherwise provided by resolution of the board of directors, the annual meeting of shareholders for the election of directors shall be held on the third Friday after the first Monday in April of each year. At each annual meeting, the shareholders shall elect directors to succeed those whose terms have expired as of the date of such annual meeting. Such other matters as may properly come before a meeting may be acted upon at an annual meeting.

Section 4.Special Meeting.

(a)Special meetings of the shareholders for any purpose or purposes may be called by the chief executive officer or president, by a majority of the board of directors, or by a majority of the executive committee, if any, of the board of directors; provided, however, that if and whenever dividends payable on any series of the Corporation's preferred stock shall be in default in an amount equal to the aggregate dividends payable in any period of 12 consecutive calendar months, a special meeting shall be called on the demand in writing of the holders of record of a majority of the outstanding shares of preferred stock; and, provided further, that a special meeting of shareholders may be called by a shareholder or shareholders as provided in the Corporation's articles of incorporation, these bylaws, or otherwise by law.

(b)Any shareholder requesting that a special meeting of shareholders be called (the

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“Requesting Person”) shall, at the time of making the request, be a shareholder and submit written evidence, reasonably satisfactory to the secretary of the Corporation, that the Requesting Person is a shareholder of the Corporation and shall identify in writing (i) all information required to be included in a shareholder's notice to bring business before a meeting of shareholders, as set forth in section 7(b)(3) of article II of these bylaws, and (ii) the reason or reasons for which the special meeting is to be called. Within 15 days after the Requesting Person has submitted the aforesaid items to the secretary of the Corporation, the secretary of the Corporation shall determine whether the evidence of the Requesting Person's status as a shareholder submitted by the Requesting Person is reasonably satisfactory and shall notify the Requesting Person in writing of his determination. If the Requesting Person fails to submit the requisite information in the form or at the time indicated, or if the secretary of the Corporation fails to find such evidence of shareholder status reasonably satisfactory, then the request to call a special meeting of shareholders shall be deemed invalid (by reason of failure to comply with these bylaws) and no special meeting of shareholders shall be held pursuant to such request. Nothing in this subsection (b) shall affect the rights of the Corporation's shareholders as provided in section 3(b) of article 6 of the Corporation's articles of incorporation or as provided in subsection (a) immediately preceding with respect to the rights of the Corporation's preferred shareholders.

Section 5. Conduct of Meetings. Meetings of shareholders shall be presided over by the chief executive officer or president of the Corporation or, if the chief executive officer or president is not present at a meeting, by such other person as the board of directors shall designate or, if no such person is designated by the board of directors, the most senior officer of the Corporation present at the meeting. The secretary of the Corporation, if present, shall act as secretary of each meeting of shareholders; if he is not present at a meeting, then such person as may be designated by the presiding officer shall act as secretary of the meeting. Meetings of shareholders shall follow reasonable and fair procedure. Subject to the foregoing, the conduct of any meeting of shareholders and the determination of procedure and rules shall be within the absolute discretion of the presiding officer (the “Chairman of the Meeting”), and there shall be no appeal from any ruling of the Chairman of the Meeting with respect to procedure or rules. Accordingly, in any meeting of shareholders or part thereof, the Chairman of the Meeting shall have the sole power to determine appropriate rules or to dispense with theretofore prevailing rules. Without limiting the foregoing, the following rules shall apply:

(a)The Chairman of the Meeting may ask or require that anyone not a bona fide shareholder or proxy leave the meeting.

(b)A resolution or motion shall be considered for vote only if proposed by a shareholder or duly authorized proxy, and seconded by an individual, who is a shareholder or a duly authorized proxy, other than the individual who proposed the resolution or motion, subject to compliance with any other requirements concerning such a proposed resolution or motion contained in these bylaws. The Chairman of the Meeting may propose any motion for vote. The order of business at all meetings of shareholders shall be determined by the Chairman of the Meeting.

(c)The Chairman of the Meeting may impose any reasonable limits with respect to participation in the meeting by shareholders, including, but not limited to, limits on the amount of

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time at the meeting taken up by the remarks or questions of any shareholder, limits on the numbers of questions per shareholder, and limits as to the subject matter and timing of questions and remarks by shareholders.

(d)Before any meetings of shareholders, the board of directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the Chairman of the Meeting may, and on the request of any shareholder or a shareholder's proxy shall, appoint inspectors of election at the meeting of shareholders. The number of inspectors shall be three. If any person appointed as inspector fails to appear or fails or refuses to act, the Chairman of the Meeting may, and upon the request of any shareholder or a shareholder's proxy shall, appoint a person to fill such vacancy.

The duties of these inspectors shall be as follows:

(1)Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies;

(2)Receive votes or ballots;

(3)Hear and determine all challenges and questions in any way arising in connection with the right to vote;

(4)Count and tabulate all votes;

(5)Report to the board of directors the results based on the information assembled by the inspectors; and

(6)    Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

Notwithstanding the foregoing, the final certification of the results of any election or other matter acted upon at a meeting of shareholders shall be made by the board of directors.

Section 6. Voting. Except as otherwise provided by the articles of incorporation, each holder of shares of capital stock of the Corporation shall be entitled, at each meeting of shareholders, to one vote for each share of such stock standing in his name on the books of the corporation on the date of such meeting or, if the board of directors, pursuant to section 5 of article IX of these bylaws, shall have fixed a record date for the purpose of such meeting or shall have fixed a date as of which the books of the Corporation shall be temporarily closed against transfers of shares, then as of such date; except that in the election of directors of the Corporation, each holder of shares of common stock of the Corporation shall have the right to multiply the number of votes to which he may be entitled by the number of directors to be elected, and he may cast all such votes for one candidate or he may distribute them among any two or more candidates. A shareholder may vote either in person or by proxy appointed by an instrument in writing, subscribed by such shareholder or by his duly authorized attorney. Except as otherwise provided by law, the articles of incorporation, or these bylaws, all elections shall be had and all questions

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shall be decided by a majority of the votes cast at a duly constituted meeting at which a quorum is present.

Section 7. Notice.

(a)Unless otherwise provided by the articles of incorporation, written or printed notice, stating the place, day, and hour of each meeting of shareholders, and, in the case of a special meeting, the business proposed to be transacted thereat, shall be given in the manner provided in article XI of these bylaws to each shareholder entitled to vote at such meeting, at least 15 days before an annual meeting and at least five days before a special meeting.

(b)

(1)Except as provided in subsection (c) of this section, to be properly brought before any meeting of the shareholders, business must be either (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors pursuant to subsection (a) of this section 7, (ii) otherwise properly brought before the meeting by or at the direction of the board of directors, or (iii) otherwise properly brought before the meeting by a shareholder who (A) is a shareholder at the time of the giving of such shareholder's notice provided for in this section 7, (B) shall be a holder of record entitled to vote at the meeting and (C) complies with the requirements of this section 7. Clause (iii) of the immediately preceding sentence shall be the exclusive means for a shareholder to submit business or proposals (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and included in the notice relating to the meeting (or any supplement thereto) given in accordance with subsection (a) of this section 7) before any meeting of shareholders.

(2)In addition to any other applicable requirements, for business to be properly brought before any meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the secretary of the Corporation. To be timely, a shareholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation at least 120 days prior to the meeting; provided, however, that in the event that less than 135 days' notice or prior public disclosure of the date of any meeting of shareholders is given or made to shareholders by the Corporation, notice by the shareholder to be timely must be so received not later than the close of business of the 15th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. In no event shall any adjournment, postponement or deferral of a meeting of shareholders or the announcement thereof commence a new time period for the giving of a shareholder's notice as described above.

(3)Any such shareholder's notice to the secretary of the Corporation shall set forth in writing as to each matter the shareholder proposes to bring before any meeting of the shareholders (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) as to the shareholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is made, (A) the name and record address of the shareholder proposing such business, as they appear on the Corporation's books, and of the beneficial owner, if any,

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(B) the name and address of all other persons known by such shareholder and beneficial owner, if any, to be supporting such business (“Supporting Person”), (C) the class or series and number of shares of the Corporation which are, directly or indirectly, owned beneficially and of record by each of the shareholder, beneficial owner and Supporting Person, (D) any option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of capital stock of the Corporation or with a value derived in whole or in part from the price, value or volatility of any class or series of shares of capital stock of the Corporation or any derivative or synthetic arrangement having characteristics of a long position in any class or series of shares of capital stock of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such shareholder and by such beneficial owner and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of capital stock of the Corporation, (E) any proxy, contract, arrangement, understanding or relationship the effect or intent of which is to increase or decrease the voting power of such shareholder or beneficial owner with respect to any shares or any security of the Corporation, (F) any pledge by such shareholder or beneficial owner of any security of the Corporation or any short interest of such shareholder or beneficial owner in any security of the Corporation (a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (G) any rights to dividends on the shares of capital stock of the Corporation owned beneficially by such shareholder and by such beneficial owner that are separated or separable from the underlying shares of capital stock of the Corporation, (H) any proportionate interest in shares of capital stock of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such shareholder or beneficial owner is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, (I) any performance-related fees (other than an asset-based fee) that such shareholder or beneficial owner is entitled to based on any increase or decrease in the value of shares of capital stock of the Corporation or Derivative Instruments, if any, as of the date of such notice, including, without limitation, any such interests held by members of such shareholder's or beneficial owner's immediate family sharing the same household, (J) a representation regarding whether such shareholder or beneficial owner intends to solicit proxies with respect to the business desired to be brought before the meeting and (K) a representation regarding whether such shareholder or beneficial owner intends to appear in person or by proxy at the meeting, (iii) any other information relating to such shareholder and beneficial owner, if any, that would be required to be disclosed in solicitations of proxies for the proposal, or would otherwise be required, in each case pursuant to section 14 of the Exchange Act and the rules and regulations promulgated thereunder; (iv) any material interest of such shareholder, any such beneficial owner and any Supporting Person in such business or proposal and (v) a description of all agreements, arrangements and understandings between such shareholder and beneficial owner, if any, and any other person or persons (including their names) in connection with such business or proposal by such shareholder. Beneficial ownership shall

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be determined in accordance with section 1 of article X of these bylaws.

(4)A shareholder providing notice of business proposed to be brought before a meeting of shareholders shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to subsection (b) of this section 7 shall be true and correct as of the record date for the meeting and as of the date that is ten business days prior to the meeting, including any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the secretary of the Corporation not later than five business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than eight business days prior to the date for the meeting, if practicable (or, if not practicable, on the first practicable date prior to), including any adjournment or postponement thereof (in the case of the update and supplement required to be made as of ten business days prior to the meeting or any adjournment or postponement thereof). In addition, a shareholder providing notice of business proposed to be brought before an annual meeting shall update and supplementsuch notice, and deliver such update and supplement to the principal executive offices of the Corporation, promptly following the occurrence of any event that materially changes the information provided or required to be provided in such notice pursuant to subsection (b) of this section 7.

(5)Except as provided in subsection (c) of this section 7, notwithstanding anything in these bylaws to the contrary, no business shall be conducted at any meeting of the shareholders except in accordance with the procedures set forth in this section 7 of article II, provided, however, that nothing in this section 7 of article II shall be deemed to preclude discussion by any shareholder as to any business properly brought before any meeting of the shareholders. In addition to the foregoing provisions of this section 7, a shareholder of the Corporation shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this section 7. Nothing in this section 7 shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

(6)The Chairman of the Meeting shall, if the facts warrant, determine and declare at any meeting of the shareholders that business was not properly brought before the meeting of shareholders in accordance with the provisions of this section 7 of article II, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. A determination whether a matter is or is not properly before the meeting shall not depend on whether such proposal has been or will be included in any proxy statement delivered or to be delivered to the Corporation's shareholders.

(7)Nothing in this subsection (b) shall affect the rights of holders of the Corporation's preferred stock as provided in section 3(b) of article 6 of the Corporation's articles of incorporation or as provided in subsection (a) of section 4 of article II of these bylaws with respect to the rights of the Corporation's preferred shareholders.

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(c)Nothing in subsection (b)(2) or (b)(6) of this section 7 shall apply to the following provisions of these bylaws or any proposal by a shareholder or shareholders with respect to any matter governed by and inconsistent with any of the following provisions:

Article II, section 8(a);

Article III, section 1(c);

Article III, section 1(e); and

Article XIII, section 2.

Section 8.Amendment of Articles of Incorporation.

(a)Shareholder Proposals. No proposal by a shareholder to amend or supplement the articles of incorporation of the Corporation shall be voted upon at a meeting of shareholders unless, at least 180 days before such meeting of shareholders, such shareholder shall have delivered in writing to the secretary of the Corporation (i) notice of such proposal, including all information required by section 7(b)(3) of article II of these bylaws, (ii) the text of such amendment or supplement and (iii) an opinion of counsel, which counsel and the form and substance of which opinion shall be reasonably satisfactory to the board of directors of the Corporation, to the effect that the articles of incorporation of the Corporation, as proposed to be so amended or supplemented, would not be in conflict with the laws of the State of Louisiana. In no event shall any adjournment, postponement or deferral of a meeting of shareholders or the announcement thereof commence a new time period for the giving of a shareholder's notice as described above. Within 30 days after such shareholder shall have delivered the aforesaid items to the secretary of the Corporation, the secretary and the board of directors of the Corporation shall respectively determine whether the items to be ruled upon by them are reasonably satisfactory and shall notify such shareholder in writing of their respective determinations. If such shareholder fails to submit a required item in the form or within the time indicated, or if the secretary or the board of directors of the Corporation determines that the items to be ruled upon by them are not reasonably satisfactory, then such proposal by such shareholder may not be voted upon by the shareholders of the Corporation at such meeting of shareholders.

(b)Effectiveness. No provision amending or supplementing, or purporting to amend or supplement, the articles of incorporation of the Corporation that would have an effect, direct or indirect, on any of the following items may be included in articles of amendment signed by any officer, agent or representative of the Corporation on behalf of the Corporation or delivered to the Secretary of State of Louisiana for filing of record until the later of (i) one year following the adoption by the shareholders of such amendment or supplement or (ii) 10 days after the adjournment sine die of the annual meeting of shareholders next succeeding the adoption by the shareholders of the Corporation of such amendment or supplement:

(1)quorum at a regular or special meeting of shareholders;

(2)procedures for amendment of the articles of incorporation or bylaws of the Corporation upon a proposal by a shareholder of the Corporation;

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(3)the effective date of an amendment to the articles of incorporation or bylaws of the Corporation, or the time at which steps may be taken to effect an amendment to the articles of incorporation or bylaws of the Corporation; or

(4)votes of shareholders of the Corporation required to approve (i) an amendment or supplement to or repeal of the bylaws of the Corporation, (ii) an amendment or supplement to the articles of incorporation of the Corporation, or (iii) a merger, consolidation, share exchange, reclassification of securities, repurchase of shares, transfer of all or substantially all of the assets of the Corporation, dissolution, “business combination” as defined in article X of these bylaws, or similar transaction.

Section 9. Effectiveness of Other Amendments to Articles of Incorporation. No provision amending or supplementing, or purporting to amend or supplement, the articles of incorporation of the Corporation that would have an effect, direct or indirect, on any of the following items may be included in articles of amendment signed by any officer, agent or representative of the Corporation on behalf of the Corporation or delivered to the Secretary of State of Louisiana for filing of record until the later of (i) one year following the adoption by the shareholders of such amendment or supplement or (ii) 10 days after the adjournment sine die of the annual meeting of the shareholders next succeeding the adoption by the shareholders of the Corporation of such amendment or supplement:

(1)the number of directors of the Corporation;

(2)the classification of the board of directors of the Corporation into three classes of as nearly as possible equal size;

(3)the procedures for nomination by a shareholder of persons to be elected as directors of the Corporation;

(4)qualifications of directors of the Corporation or the declaration by the board of directors of a vacancy in the office of director;

(5)removal of directors or officer of the Corporation;

(6)power of directors of the Corporation;

(7)the filling of vacancies on the board of directors of the Corporation and the election of directors to fill newly created directorships;

(8)powers of committees of the board of directors of the Corporation;

(9)the calling of special meetings of shareholders;

(10) determinations of the presiding person at a meeting of shareholders;

or

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(11)votes of shareholders of the Corporation required to approve the removal of a director.

Section 10.General. As used in these bylaws, the term “shareholder” shall have the meaning given such term in Section 1 of the Louisiana Business Corporation Law. As used in these bylaws, the terms “shares entitled to vote” and “votes entitled to be cast” shall mean (i) if a record date has been fixed for such meeting of shareholders, shares (or the votes related to such shares) of capital stock of the Corporation, which class or series of capital stock have the right to vote on such matter pursuant to the provisions of the articles of incorporation of the Corporation, outstanding as of the record date, or (ii) if a record date has not been fixed for such meeting of shareholders, shares (or the votes related to such shares) of capital stock of the Corporation, which class or series of capital stock have the right to vote on such matter pursuant to the provisions of the articles of incorporation of the Corporation, outstanding on the date of such meeting.

ARTICLE III

Directors

Section 1. Certain General Provisions.

(a)Number. The corporate powers of the Corporation shall be vested in and exercised, and the business and affairs of the Corporation shall be managed, by a board of directors which shall consist of nine (9) directors.

(b)Classification. The board of directors of the Corporation shall be divided into three classes of as nearly as possible equal size, with the term of office of directors of one class expiring each year. At the 2000 annual meeting of shareholders, the Class III directors shall be elected to hold office for a term expiring at the third succeeding annual meeting. At the 2001 annual meeting of shareholders, the Class I directors shall be elected to hold office for a term expiring at the third succeeding annual meeting. At the 2002 annual meeting of shareholders, the Class II directors shall be elected to hold office for a term expiring at the third succeeding annual meeting. Thereafter, at each annual meeting of shareholders, the successors to the class of directors whose terms shall have expired at such meeting shall be elected to hold office for a term expiring at the third annual meeting succeeding such meeting.

(c)Nominations. Nominations for election of members of the board of directors may be made by the board of directors or by a shareholder. The name of a person to be nominated by a shareholder (a “Nominator”) as a member of the board of directors of the Corporation must be submitted in writing to the secretary of the Corporation not fewer than 180 days before the date of the meeting of shareholders at which such person is proposed to be nominated. The Nominator shall also submit written evidence, reasonably satisfactory to the secretary of the Corporation, that the Nominator is a shareholder and shall identify in writing the information required by section 7(b)(3) of article II of these bylaws, except that all information required to be provided with respect to any shareholder or beneficial owner shall also be provided with respect to each proposed nominee. At such time, the Nominator shall also submit in writing (1) to the extent not provided in the information submitted pursuant to this subsection (c), (x) description of all direct and indirect

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compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made, and their respective affiliates and associates, or others Acting in Concert (as defined below) therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others Acting in Concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if such shareholder and such beneficial owner, or any affiliate or associate thereof or person Acting in Concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant, (y) the name, age, business address and residence address, business experience or other qualifications of each such proposed nominee, (z) the principal occupation or employment of each such proposed nominee and (2) a notarized affidavit executed by each such proposed nominee to the effect (x) that, if elected as a member of the board of directors, he will serve, (y) that he has reviewed the provisions of section 1 of this article III of these bylaws, and (z) that he is eligible for election as a member of the board of directors. In no event shall any adjournment, postponement or deferral of a meeting of shareholders or the announcement thereof commence a new time period for the giving of a shareholder's notice as described above. Within 30 days after the Nominator has submitted the aforesaid items to the secretary of the Corporation, the secretary of the Corporation shall determine whether the evidence of the Nominator's status as a shareholder submitted by the Nominator is reasonably satisfactory and shall notify the Nominator in writing of his determination with respect thereto. The failure of the secretary of the Corporation to find such evidence reasonably satisfactory, or the failure of the Nominator to submit the requisite information in the form or within the time indicated, shall make the person to be nominated ineligible for nomination at the meeting of shareholders at which such person is proposed to be nominated. Beneficial ownership shall be determined in accordance with section 1 of article X of these bylaws.

To be eligible to be a nominee for election or reelection as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice set forth above) to the secretary of the Corporation at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be in the form provided by the secretary upon written request) and a written representation and agreement (in the form provided by the secretary upon written request) that such person (A) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (2) any Voting Commitment that could limit or interfere with such person's ability to comply, if elected as a director of the Corporation, with such person's fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (C) in such person's individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate

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governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

A person shall be deemed to be “Acting in Concert” with another person for purposes of these bylaws if such person knowingly acts (whether or not pursuant to an express agreement, arrangement or understanding) in concert with, or towards a common goal relating to the management, governance or control of the Corporation in parallel with, such other person where (A) each person is conscious of the other person's conduct or intent and this awareness is an element in their decision-making processes and (B) at least one additional factor suggests that such persons intend to act in concert or in parallel, which such additional factors may include, without limitation,exchanging information (whether publicly or privately), attending meetings, conducting discussions, or making or soliciting invitations to act in concert or in parallel; provided, that a person shall not be deemed to be Acting in Concert with any other person solely as a result of the solicitation or receipt of revocable proxies or consents from such other person in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by way of a proxy or consent solicitation statement filed on Schedule 14A. A person Acting in Concert with another person shall be deemed to be Acting in Concert with any third party who is also Acting in Concert with such other person.

(d)Qualifications; Declaration of Vacancy.

(1)No person shall be eligible for election or reelection as a director after attaining age 72, and no person who is or shall have been a full-time officer or employee of the Corporation or any subsidiary thereof shall be eligible for election or reelection as a director after attaining age 65 or (even if under 65) after such director's employment by the Corporation has terminated.

(2)Upon attaining the age of 72 or 65, as specified in paragraph (1) immediately preceding, a director may continue to serve as a director of the Corporation until no later than the next succeeding annual meeting of shareholders, at which time, unless he has previously ceased to be a member of the board of directors of the Corporation, his position as a director shall cease. Notwithstanding the foregoing, with regard to a director of the Corporation who is also an officer or employee of the Corporation or any subsidiary thereof, such director's position as a director shall cease immediately upon termination of such director's employment by the Corporation.

(3)No person shall be eligible for election or reelection or to continue to serve as a member of the board of directors who is an officer, director, agent, representative, partner, employee, or nominee of, or otherwise acting at the direction of, or Acting in Concert with, (y) a “public utility company” (other than one that is an “affiliate” of the Corporation) or “holding company” (other than one that is an “affiliate” of the Corporation) as such terms are defined in the Public Utility Holding Company Act of 1935, as amended, or “public utility” (other than one that is an “affiliate” (as defined in 18 C.F.R. §161.2) of the Corporation) as such term is defined in Section 201(e) of the Federal Power Act of 1920, as amended, or (z) an “affiliate” (as defined in 17 C.F.R. § 230.405) under the Securities Act of 1933, as amended) of any of the persons or entities specified in clause (y)

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immediately preceding.

(4)Upon the occurrence of any of the events described in paragraph (2) of this subsection (d), the affected director shall cease to be a director of the Corporation at the time specified in such paragraph. Determination of the eligibility of a person for election, reelection, or continued service on the board of directors under other provisions of this subsection (d) or otherwise as provided by applicable law including, but not limited to, occurrence of an event specified in Section 81.C(2) of the Louisiana Business Corporation Law, shall, subject to the provisions of paragraph (6) below, be made by vote of a majority of the members of the board of directors. If the board of directors, pursuant to such a determination, determines that a person is ineligible for election, reelection, or continued service on the board of directors, such ineligibility shall be effective immediately upon such determination, and, if the affected person is a director of the Corporation at the time of such determination, his position as a director shall cease at such time.

Within 30 days after a Nominator has submitted the name of a person to be nominated as a member of the board of directors, the board of directors shall determine whether the proposed nominee is eligible for election under this subsection (d) and shall notify the Nominator in writing of its determination. If the board of directors shall determine that such proposed nominee is not eligible for election, such person shall be ineligible to be nominated at the meeting of shareholders for which his nomination was proposed.

(5)If a director of the Corporation ceases to be a director (x) at the annual meeting of shareholders next succeeding the day upon which he attained the age of 72 or 65, as specified in paragraphs (1), (2), and (4) of this subsection (d), and if there is time remaining in the regularly scheduled term of office of such director, (y) because of termination of employment, as provided in paragraphs (1), (2), and (4) of this subsection (d), or (z) upon the determination of the board of directors of the Corporation pursuant to paragraph (4) of this subsection (d) that a director of the Corporation is no longer qualified to continue serving as a director of the Corporation, the board of directors shall declare the office held by such director vacant and may fill such vacancy as provided in section 2 of this article III of these bylaws.

(6)Without limiting the ability of the board of directors as provided by applicable law to declare vacant the position of a director on the board of directors, if a member of the board of directors has been adjudged by a court of competent jurisdiction to be guilty of fraud, criminal conduct (other than minor traffic violations), gross abuse of office amounting to a breach of trust, or similar misconduct, and no appeal (or further appeal) therefrom is permitted under applicable law, the other directors then in office, by unanimous vote, may declare the position occupied by such director vacant, and such other directors may fill such vacancy as provided in section 2 of this article III of these bylaws.

(e)Removal. In this subsection (e), the terms “remove” and “removal” and their related grammatical forms shall refer only to the process of dismissal provided for in this subsection, and shall not be deemed to refer to disqualification of a director, cessation of a director

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to be such, or declaration of a vacancy in the office of director as provided for in subsection (d) of this section 1 or otherwise as permitted by law.

A member of the board of directors may be removed by the shareholders of the Corporation only for cause. Any such removal for cause shall be at a special meeting of shareholders called for such purpose. The vote of the holders of shares conferring 80% of the total votes of all shares of capital stock of the Corporation voting as a single class shall be necessary to remove a director; provided, however, that if a director has been elected by the exercise of the privilege of cumulative voting, such director may not be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the class of directors of which he is a part. For purposes of this subsection (e), cause for removal shall exist only if a director shall have been adjudged by a court of competent jurisdiction to be guilty of fraud, criminal conduct (other than minor traffic violations), gross abuse of office amounting to a breach of trust, or similar misconduct, and no appeal (or further appeal) therefrom shall be permitted under applicable law.

No proposal by a shareholder to remove a director of the Corporation shall be voted upon at a meeting of shareholders unless, at least 180 days before such meeting, such shareholder shall have delivered in writing to the secretary of the Corporation (1) notice of such proposal, including all information required by section 7(b)(3) of article II of these bylaws, (2) a statement of the grounds on which such director is proposed to be removed and (3) an opinion of counsel, which counsel and the form and substance of which opinion shall be reasonably satisfactory to the board of directors of the Corporation (excluding the director proposed to be removed), to the effect that, if adopted at a duly called special meeting of the shareholders of the Corporation by the vote of the holders of shares conferring 80% of the total votes of all shares of the capital stock of the Corporation voting as single class, such removal would not be in conflict with the laws of the State of Louisiana, the articles of incorporation of the Corporation, or these bylaws. In no event shall any adjournment, postponement or deferral of a special meeting of shareholders or the announcement thereof commence a new time period for the giving of a shareholder's notice as described above. Within 30 days after such shareholder shall have delivered the aforesaid items to the secretary of the Corporation, the secretary and the board of directors of the Corporation shall respectively determine whether the items to be ruled upon by them are reasonably satisfactory and shall notify such shareholder in writing of their respective determinations. If such shareholder fails to submit a required item in the form or within the time indicated, or if the secretary or the board of directors of the Corporation determines that the items to be ruled upon by them, respectively, as provided above are not reasonably satisfactory, then such proposal by such shareholder may not be voted upon by the shareholders of the Corporation at such meeting of shareholders.

(f)Powers. Subject to the provisions of the laws of the State of Louisiana, the articles of incorporation of the Corporation, and these bylaws, the board of directors shall have and exercise, in addition to such powers as are set forth in the articles of incorporation, all of the powers which may be exercised by the Corporation, including, but without thereby limiting the generality of the above, the power to create and to delegate, with power to subdelegate, any of its powers to any committee, officer, or agent; provided, however, that the board of directors shall not have the power to delegate its authority to:

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(1)amend, repeal, or supplement the bylaws of the Corporation;

(2)take definitive action on a merger, consolidation, reclassification or exchange of securities, repurchase by the Corporation of any of its equity securities, transfer of all or substantially all of the assets of the Corporation, dissolution, "business combination" as defined in article X of these bylaws, or similar action;

(3)elect or remove a director or officer of the Corporation;

(4)submit a proposal to shareholders for action by shareholders;

(5)appoint a director to or remove a director from a committee of the board of directors; or

(6)declare a dividend on the capital stock of the Corporation.

(g)Change in Number of Directors. No amendment or supplement to or repeal of subsection (a) of section 1 of article III of these bylaws that would have the effect of increasing the number of authorized directors of the Corporation by more than two during any 12-month period shall be permitted unless at least 80% of the “continuing directors” then in office (as defined in subsection (b) of section 2 of article II of these bylaws) shall authorize such action. If the number of directorships is changed for any reason, any increase or decrease in the number of directorships shall be apportioned among the classes so as to make all classes as nearly equal in number as possible.

(h)Rights of Preferred Shareholders, etc. Nothing in this section 1 of this article III of these bylaws shall affect the rights of the Corporation's shareholders as provided in section 3(b) of article 6 of the Corporation's articles of incorporation.

Section 2. Filling of Vacancies. Except to the extent required by law or section 3(b) of article 6 of the articles of incorporation of the Corporation, newly created directorships resulting from any increase in the authorized number of directors and any vacancies in the board of directors resulting from the attainment by a director of the age of 72 or 65, as specified in paragraphs (1), (2), (4), and (5) of subsection (d) of section 1 of this article III, or from death, resignation, disqualification or removal of a director, or from failure of the shareholders to elect the full number of authorized directors, or from any other cause shall be filled by the affirmative vote of at least a majority of the remaining directors (or director) then in office, even though less than a quorum of the whole board. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred. Except to the extent required by law or section 3(b) of article 6 of the articles of incorporation of the Corporation, the shareholders shall have no right to fill any vacancies in the board of directors.

Section 3. Annual and Regular Meetings. Within 45 days after each annual meeting of shareholders, and if possible on the date of each annual meeting of shareholders immediately

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following each such meeting, the board of directors shall hold an annual meeting for the purpose of electing officers and transacting other corporate business. Such meeting shall be called in the manner for calling regular or special meetings of the board of directors.

Except as otherwise provided by resolution of the board of directors, other regular meetings of the board of directors shall be held on the last Friday in January, July and October at such places as the chief executive officer or president may direct in the notices of such meetings. At least five days' notice by mail or written telecommunication shall be given to each director of the time and place of holding each regular meeting of the board of directors.

Section 4. Special Meetings. A special meeting of the board of directors may be called by the chief executive officer or president, to be held at such place as he may direct in the notice of such meeting, on four days' notice by mail or three days' notice by written telecommunication, to each director. A special meeting shall be called by the chief executive officer or president in like manner on the written request of at least 50% of the members of the board.

Section 5. Place of Meetings; Telephone Meetings. A meeting of the board of directors may be held either within or without the State of Louisiana. The time and place of holding a regular or special meeting of the board of directors may be changed and another place and time fixed for such regular or special meeting by a majority of the members of the board.

The members of the board of directors, and a committee thereof, may participate in and hold a meeting of the board or of such committee by means of conference telephone or similar communications equipment provided that all persons participating in such meeting can hear and communicate with one another. Participation in a meeting pursuant to this provision shall constitute presence in person at such meeting, except where a person participates in such meeting for the express purpose of objecting to the transaction of any business on the grounds that such meeting was not lawfully called or convened.

Section 6. Quorum. A majority of the directors shall constitute a quorum, but a smaller number may adjourn a meeting from time to time without further notice until a quorum is secured. If a quorum is present, the directors present can continue to do business until adjournment notwithstanding the subsequent withdrawal of enough directors to leave less than a quorum or the refusal of any director present to vote.

Section 7. Compensation. Each director shall be entitled to receive from the Corporation reimbursement of his expenses incurred in attending any regular or special meeting of the board and, by resolution of the board, such other compensation as it may approve. Such reimbursement and compensation shall be payable whether or not an adjournment be had because of the absence of a quorum. Nothing herein contained shall be construed to preclude any director from serving the Corporation in another capacity and receiving compensation therefor.

Section 8. Committees. From time to time, the board of directors may appoint, from its own number, in addition to the committees provided for in these bylaws, such other committee or committees for such purpose or purposes as it shall determine. Subject to the limitations imposed by these bylaws, the articles of incorporation, and the laws of the State of Louisiana, each

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committee of the board of directors shall have such powers as shall be specified in the resolution of appointment.

ARTICLE IV

Indemnification

Section 1. Right to Indemnification ‑ General. The Corporation shall indemnify any person who was or is, or is threatened to be made, a party to or otherwise involved in any pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative or investigative (any such threatened, pending or completed proceeding being hereinafter called a “Proceeding”) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another business, foreign or nonprofit corporation, partnership, joint venture, trust, employee benefit plan or other enterprise (whether the basis of his involvement in such Proceeding is alleged action in an official capacity or in any other capacity while serving as such), to the fullest extent permitted by applicable law in effect from time to time, and to such greater extent as applicable law may from time to time permit, from and against expenses, including attorney's fees, judgments, fines, amounts paid or to be paid in settlement, liability and loss, ERISA excise taxes, actually and reasonably incurred by him or on his behalf or suffered in connection with such Proceeding or any claim, issue or matter therein; provided, however, that, except as provided in section 5 of this article, the Corporation shall indemnify any such person claiming indemnity in connection with a Proceeding initiated by such person only if such Proceeding was authorized by the board of directors.

Section 2. Certain Provisions Respecting Indemnification for and Advancement of Expenses.

(a)To the extent that a person referred to in section 1 of this article is required to serve as a witness in any Proceeding referred to therein, he shall be indemnified against all Expenses (as hereinafter defined) actually and reasonably incurred by him or on his behalf in connection with serving as a witness.

(b)The Corporation shall from time to time pay, in advance of final disposition, all Expenses incurred by or on behalf of any person referred to in section 1 of this article claiming indemnity thereunder in respect of any Proceeding referred to therein. Each such advance shall be made within ten days after the receipt by the Corporation of a statement from the claimant requesting the advance, which statement shall reasonably evidence the relevant Expenses and be accompanied or preceded by any such undertaking as may be required by applicable law respecting the contingent repayment of such Expenses. Whenever and to the extent applicable law requires the board of directors to act in the specific case with respect to the payment of Expenses in advance of the final disposition of any Proceeding, the board of directors shall act with respect thereto within the period specified in the preceding sentence and shall withhold the payment of Expenses in advance only if there is a reasonable and prompt determination by the board of directors by a majority vote of a quorum of Disinterested Directors (as hereinafter defined), or (if

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such quorum is not obtainable or, even if obtainable, a quorum of Disinterested Directors so directs) by Independent Counsel (as hereinafter defined) in a written opinion, that advancement of Expenses is inappropriate, even taking into account any undertaking given with respect to the repayment of such Expenses, because based on the facts then known there is no reasonable likelihood that the claimant would be able ultimately to demonstrate that he met the standard of conduct necessary for indemnification with respect to such Expenses.

Section 3. Procedure for Determination of Entitlement to Indemnification.

(a)To obtain indemnification under this article, a claimant shall submit to the Corporation a written application. The secretary of the Corporation shall, promptly upon receipt of such an application for indemnification, advise the board of directors in writing of the application. In connection with any such application, the claimant shall provide such documentation and information as is reasonably requested by the Corporation and reasonably available to him and relevant to a determination of entitlement to indemnification.

(b)A person's entitlement to indemnification under this article, unless ordered by a court, shall be determined, as required or permitted by applicable law: (i) by the board of directors by a majority vote of a quorum consisting of Disinterested Directors, (ii) if a quorum of the board of directors consisting of Disinterested Directors is not obtainable or, even if obtainable, a quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion, or (iii) by the shareholders of the Corporation; provided, however, that if a Change of Control (as hereinafter defined) shall have occurred, no determination of entitlement to indemnification adverse to the claimant shall be made other than one made or concurred in by Independent Counsel, selected as provided in paragraph (d) of this section, in a written opinion.

(c)If the determination of entitlement to indemnification is to be made by Independent Counsel in the absence of a Change of Control, the Corporation shall furnish notice to the claimant within ten days after receipt of the application for indemnification specifying the identity and address of Independent Counsel. The claimant may, within fourteen days after receipt of such written notice of selection, deliver to the Corporation a written objection to such selection, subject to paragraph (e) of this section. If such an objection is made, either the Corporation or the claimant may petition any court of competent jurisdiction for a determination that the objection has no reasonable basis or for the appointment as Independent Counsel of counsel selected by the court.

(d)If there has been a Change of Control, Independent Counsel to act as and to the extent required by paragraph (b) of this section or paragraph (b) of section 2 shall be selected by the claimant, who shall give the Corporation written notice advising of the identity and address of the Independent Counsel so selected. The Corporation may, within seven days after receipt of such written notice of selection, deliver to the claimant a written objection to such selection, subject to paragraph (e) of this section. The claimant may, within five days after the receipt of such objection, select other counsel to act as Independent Counsel, and the Corporation may, within seven days after receipt of such written notice of selection, deliver to the claimant a written objection, as aforesaid, to such second selection. In the case of any such objection the claimant may petition any court of competent jurisdiction for a determination that the objection has no

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reasonable basis or for the appointment as Independent Counsel of counsel selected by the court.

(e)    Any objection to the selection of Independent Counsel may be asserted only on the ground that the counsel so selected does not qualify as Independent Counsel under the definition contained in section 7 of this article, and the objection shall set forth with particularity the basis of such assertion. No counsel selected by the Corporation or by the claimant may serve as Independent Counsel if a timely objection has been made to his selection unless a court has determined that such objection has no reasonable basis.

(f)    The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel acting pursuant to this article and in any proceeding in which such counsel is a party or a witness in respect of its investigation and report. The Corporation shall pay all reasonable fees and expenses incident to the procedures of this section regardless of the manner in which Independent Counsel is selected or appointed.

Section 4.Presumptions and Effect of Certain Proceedings.

(a) A person referred to in section 1 of this article claiming a right to indemnification under this article shall be presumed (except as may be otherwise expressly provided in this article or required by applicable law) to be entitled to such indemnification upon submission of an application for indemnification in accordance with section 3, and the Corporation shall have the burden of proof to overcome the presumption in any determination contrary to the presumption.

(b)Unless the determination is to be made by Independent Counsel, if the person or persons empowered under section 3 of this article to determine entitlement to indemnification shall not have made and furnished the determination in writing to the claimant within 60 days after receipt by the Corporation of the application for indemnification, the determination of entitlement to indemnification shall be deemed to have been made in favor of the claimant unless the claimant knowingly misrepresented a material fact in connection with the application or such indemnification is prohibited by law. The termination of any Proceeding, or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contender or its equivalent, shall not of itself adversely affect the right of a claimant to indemnification or create a presumption that a claimant did not act in a manner which would deny him the right to indemnification.

Section 5. Right of Claimant to Bring Suit.

(a)If (i) a determination is made pursuant to the procedures contemplated by section 3 of this article that a claimant is not entitled to indemnification under this article, (ii) advancement of Expenses is not timely made pursuant to paragraph (b) of section 2 of this article, (iii) Independent Counsel has not made and delivered a written opinion as to entitlement to indemnification within 90 days after the selection or appointment of counsel has become final by virtue of the lapse of time for objection or the overruling of objections or appointment of counsel by a court, or (iv) payment of a claim for indemnification is not made within five days after a favorable determination of entitlement to indemnification has been made or deemed to have been made pursuant to section 3 or 4 of this article, the claimant shall be entitled to bring suit against the

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Corporation to establish his entitlement to such indemnification or advancement of Expenses and to recover the unpaid amount of his claim. It shall be a defense to any such action (other than an action brought to enforce a claim for Expenses incurred in defending any Proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant did not meet the applicable standard of conduct which makes it permissible for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be upon the Corporation. Neither the failure of the Corporation (including its board of directors, Independent Counsel or its shareholders) to have made a determination before the commencement of such action that indemnification of the claimant is proper under the circumstances because he has met such applicable standard of conduct, nor an actual determination by the Corporation (including its board of directors, Independent Counsel or its shareholders) that the claimant has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct, and the claimant shall be entitled to a de novo trial on the merits as to any such matter as to which no determination or an adverse determination has been made.

(b)If a claimant is successful in whole or in part in prosecuting any claim referred to in paragraph (a) of this section, the claimant shall also be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all Expenses actually and reasonably incurred by him in prosecuting such claim.

Section 6. Non‑Exclusivity and Survival of Rights. The rights of indemnification and to receive advancement of Expenses contemplated by this article shall not be deemed exclusive of any other rights to which any person may at any time be entitled under any bylaw, agreement, authorization of shareholders or directors (regardless of whether directors authorizing such indemnification are beneficiaries thereof), or otherwise, both as to action in his official capacity and as to action in another capacity; provided that no other indemnification measure shall permit indemnification of any person for the results of such person's willful or intentional misconduct.

The Corporation may procure or maintain insurance or other similar arrangement, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or other corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss asserted against or incurred by such person, whether or not the Corporation would have the power to indemnify such person against such expense or liability.

In considering the cost and availability of such insurance, the Corporation, in the exercise of its business judgment, may purchase insurance which provides for any and all of (i) deductibles, (ii) limits on payments required to be made by the insurer, or (iii) coverage which may not be as comprehensive as that previously included in insurance purchased by the Corporation. The purchase of insurance with deductibles, limits on payments and coverage exclusions will be deemed to be in the best interest of the Corporation but may not be in the best interest of certain of the persons covered thereby. As to the Corporation, purchasing insurance with deductibles, limits on payments, and coverage exclusions is similar to the Corporation's practice of self-insurance in other areas. In order to protect the officers and directors of the Corporation, the Corporation shall indemnify and hold each of them harmless as provided in section 1 of this article IV, without regard to whether the Corporation would otherwise be entitled to indemnify such officer or

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director under the other provisions of this article IV, to the extent (i) of such deductibles, (ii) of amounts exceeding payments required to be made by an insurer or (iii) that prior policies of officers and directors liability insurance held by the Corporation would have provided for payment to such officer or director. Notwithstanding the foregoing provisions of this section 6, no person shall be entitled to indemnification for the results of such person's willful or intentional misconduct.

The right to indemnification conferred in this article shall be a contract right, and no amendment, alteration or repeal of this article or any provision thereof shall restrict the indemnification rights granted by this article as to any person claiming indemnification with respect to acts, events and circumstances that occurred, in whole or in part, before such amendment, alteration or repeal. The provisions of this article shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his heirs, executors and legal representatives.

Section 7.Definitions. For purposes of this article:

(a)“Change of Control” means the occurrence of any of the following events or circumstances: (1) there shall have occurred an event required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Corporation is then subject to such reporting requirement; (2) (i) any “person” (as such term is used in Section 13(d) and 14(d) of the Exchange Act) shall have become the “beneficial owner”, (as defined in Rule 13d‑3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 30% or more of the combined voting power of the Corporation's then outstanding voting securities without the prior approval of at least two-thirds of the members of the board of directors in office immediately before such person's attaining such percentage interest; (3) the Corporation is a party to a merger, consolidation, sale of assets or other reorganization, or the subject of a proxy contest, as a consequence of which members of the board of directors in office immediately before such transaction or event constitute less than a majority of the board of directors thereafter; (4) during any period of two consecutive years, individuals who at the beginning of such period constituted the board of directors (including for this purpose any new director whose election or nomination for election by the Corporation's shareholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the board of directors.

(b)“Disinterested Director” means a director of the Corporation who is not and was not a party to the Proceeding in respect of which indemnification is sought as provided in this article.

(c)“Expenses” shall include all reasonable attorneys' fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

(d)“Independent Counsel” means a law firm, or a member of a law firm, with

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substantial experience in matters of corporation law that neither presently is, nor in the five years before his selection or appointment has been, retained to represent: (i) the Corporation or person claiming indemnification in any matter material to either, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder, and is not otherwise precluded under applicable professional standards from acting in the capacity herein contemplated.

ARTICLE V

Executive Committee

Section 1.Election and Tenure. The board of directors may appoint an executive committee consisting of such number of directors as it may appoint, to serve at the pleasure of the board of directors, but in any event not beyond the next annual meeting of the board of directors. The board may at any time, without notice, remove and replace any member of the executive committee.

Section 2.Executive Committee. Subject to the provisions of subsection (f) of section 1 of article III of these bylaws, the executive committee shall have a charter that will be approved, and revised as appropriate, from time to time by the committee and the board. In general terms, the functions of the committee shall be those as set forth in the charter.

Section 3.Meetings. The executive committee shall meet at stated times or on notice to all by one of its number, in which notice the time and place of the meeting shall be set forth. The executive committee shall fix its own rules of procedure, and a majority shall constitute a quorum; but the affirmative vote of a majority of the whole committee shall be necessary in every case. The executive committee shall keep regular minutes of its proceedings and report the same to the board of directors.

Section 4.Compensation. Members of the executive committee, other than officers of the Corporation, shall receive such compensation for their services as shall be prescribed by the board of directors. Each member of the executive committee shall be entitled to receive from the Corporation reimbursement of his expenses incurred in attending a meeting of such committee.

ARTICLE VI

Audit Committee

Section 1.Election and Tenure. The board of directors may appoint an audit committee, consisting of such number of directors as it may appoint, to serve at the pleasure of the board of directors, but in any event not beyond the next annual meeting of the board of directors. The board may at any time, without notice, remove and replace any member of the audit committee.

Section 2.Audit Committee. Subject to the provisions of subsection (f) of section 1 of article III of these bylaws, the audit committee shall have a charter that will be approved, and revised as appropriate, from time to time by the committee and the board. In general terms, the

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functions of the committee shall be those as set forth in the charter.

Section 3.Meetings. The audit committee shall meet at stated times or on notice to all by one of its number, in which notice the time and place of the meeting shall be set forth. The audit committee shall fix its own rules of procedure, and a majority shall constitute a quorum; but the affirmative vote of a majority of the whole committee shall be necessary in every case. The audit committee shall keep regular minutes of its proceedings and report the same to the board of directors.

Section 4.Compensation. Members of the audit committee, other than officers of the Corporation, shall receive such compensation for their services as shall be prescribed by the board of directors. Each member of the audit committee shall be entitled to receive from the Corporation reimbursement of his expenses incurred in attending a meeting of the audit committee.

ARTICLE VII

Compensation Committee

Section 1.Election and Tenure. The board of directors may appoint a compensation committee, consisting of such number of directors as it may appoint, to serve at the pleasure of the board of directors, but in any event not beyond the next annual meeting of the board of directors. The board may at any time, without notice, remove and replace any member of the compensation committee.

Section 2.Compensation Committee. Subject to the provisions of subsection (f) of section 1 of article III of these bylaws, the compensation committee shall have a charter that will be approved, and revised as appropriate, from time to time by the committee and the board. In general terms, the functions of the committee shall be those as set forth in the charter.

Section 3.Meetings. The compensation committee shall meet at stated times or on notice to all by one of its number, in which notice the time and place of the meeting shall be set forth. The compensation committee shall fix its own rules of procedure, and a majority shall constitute a quorum; but the affirmative vote of the majority of the whole committee shall be necessary in every case. The compensation committee shall keep regular minutes of its proceedings and report the same to the board of directors.

Section 4.Compensation. Members of the compensation committee, other than officers of the Corporation, shall receive such compensation for their services as shall be prescribed by the board of directors. Each member of the compensation committee shall be entitled to receive from the Corporation reimbursement of his expenses incurred in attending a meeting of the compensation committee.

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Article VII.A.

Nominating/Governance Committee

Section 1.Election and Tenure. The board of directors may appoint a nominating/governance committee consisting of such number of directors as it may appoint, to serve at the pleasure of the board of directors, but in any event not beyond the next annual meeting of the board of directors. The board may at anytime, without notice remove and replace any member of the nominating/governance committee.

Section 2.Nominating/Governance Committee. Subject to the provisions of subsection (f) of section 1 of article III of these bylaws, the nominating/governance committee shall have a charter that will be approved, and revised as appropriate, from time to time by the committee and the board. In general terms, the functions of the committee shall be those as set forth in the charter.

Section 3.Meetings. The nominating/governance committee shall meet at stated times or on notice to all by one of its number, in which notice the time and place of the meeting shall be set forth. The nominating/governance committee shall fix its own rules of procedure, and a majority shall constitute a quorum; but the affirmative vote of a majority of the whole committee shall be necessary in every case. The nominating/governance committee shall keep regular minutes of its proceedings and report the same to the board of directors.

Section 4.Compensation. Members of the nominating/governance committee, other than officers of the Corporation, shall receive such compensation for their services as shall be prescribed by the board of directors. Each member of the nominating/governance committee shall be entitled to receive from the Corporation reimbursement of his expenses incurred in attending a meeting of such committee.

ARTICLE VIII

Officers

Section l. Election, Tenure, and Compensation. The officers of the Corporation shall consist of a president, one or more vice presidents, a secretary, a treasurer, and such other officers, including a chairman of the board of directors, as may from time to time be elected or appointed by the board of directors. Officers of the Corporation shall be elected annually by the board of directors as provided in section 3 of article III of these bylaws. If such annual election is not held, the officers then in office shall remain as such until their respective successors shall be elected and qualify. No officer, except the chairman of the board of directors, need be a director, and any two or more offices, except the offices of president and vice president, may be held by one person. The powers of all officers of the Corporation shall be subject to the provisions of subsection (f) of section 1 of article III of these bylaws.

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Section 2.Powers and Duties of Chairman of Board of Directors. The board of directors may elect a non-employee chairman to give leadership to the board and to serve as liaison between management and the board of directors. In collaboration with the chief executive officer, the chairman will establish an agenda for each board meeting which covers all matters which should come before the board in the proper exercise of its duties. The chairman will be accountable and will provide leadership for all issues of corporate governance which should come to the attention of the board and its committees. The chairman will provide leadership to the board in the establishment of positions which the board should take on issues to come before the annual meeting of shareholders. The chairman shall perform such other duties as from time to time may be delegated to him/her by the board of directors.

Section 3. Powers and Duties of President. The president shall be the chief executive officer and/or the chief operating officer of the Corporation and, subject to the direction of the board of directors, shall (a) have general and active management of the administration and operation of the business of the Corporation, (b) have the general supervision and direction of the other officers of the Corporation and shall see that their duties are properly performed, (c) see that all orders and resolutions of the board of directors are carried into effect, (d) have the power to execute contracts and conveyances on behalf of the Corporation (including without limitation conveyances of real and personal property to and by the Corporation), and (e) perform such other functions normally performed by a chief executive officer.

Section 4. Powers and Duties of Vice President. The board of directors may appoint one ormore vice presidents. Each vice president shall have the power to execute contracts and conveyances on behalf of the Corporation, and shall have such other powers and shall perform such other duties as may be assigned to him by the board of directors or by the president.

Section 5. Powers and Duties of Secretary. The secretary shall attend and record, in a book kept for such purpose, the proceedings of all meetings of the shareholders of the Corporation and of the board of directors. He shall keep an account of stock registered and transferred in such manner as the board of directors may prescribe. He shall keep the seal of the Corporation and, when authorized by the board of directors or the executive committee, he shall affix the seal of the Corporation to any instrument requiring the same, and attest the same by his signature, or cause the same to be attested by the signature of an assistant secretary. He shall give proper notice of meetings of shareholders and directors and shall perform such other duties as shall be assigned to him. Assistant secretaries shall have such duties as the board of directors may from time to time prescribe.

Section 6. Powers and Duties of Treasurer. The treasurer shall have custody of the funds and securities of the Corporation, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the board of directors. He shall disburse or cause to be disbursed the funds of the Corporation as may be ordered by the board of directors, executive committee, chief executive officer or president, taking proper vouchers for such disbursements, and shall render to the chief executive officer, the president, and the directors at the regular meetings of the board of directors, or whenever they require it, an account of all his transactions as

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treasurer and of the financial condition of the Corporation, and at the regular meeting of the board of directors next preceding the annual shareholders' meeting, a like report for the preceding fiscal year. He shall give the Corporation a bond, if required by the board of directors, in such sum and in form and with security satisfactory to the board of directors, for the faithful performance of the duties of his office and the restoration to the Corporation, in case of his death, resignation, or removal from office, of all books, papers, vouchers, moneys, and other property of whatever kind in his possession belonging to the Corporation. He shall perform such other duties as the board of directors or executive committee may from time to time prescribe. Assistant treasurers shall have such duties as the board of directors may from time to time prescribe.

Section 7. Delegation of Duties. In case of the absence or disability of any officer of the Corporation, or for any other reason deemed sufficient by the board of directors, the board of directors may delegate such officer's powers or duties for the time being to any other officer, to any employee with management responsibility, or to any director.

ARTICLE IX

Capital Stock

Section l. Stock Certificates. The shares of capital stock of the Corporation may be represented by certificates in such form as may be approved by the board of directors, which certificates shall be signed by the chief executive officer, the president or one of the vice presidents of the Corporation and also by the secretary or an assistant secretary, or the treasurer or an assistant treasurer. Such certificates shall have affixed an impression of the seal of the Corporation. Where such certificates are countersigned by a transfer agent and by a registrar, both of which may be the same institution, the signatures of such officers and the seal of the Corporation thereon may be facsimiles, engraved or printed. If an officer of the Corporation who shall have signed a certificate of capital stock, or whose facsimile signature has been affixed for such purpose, shall cease to be such officer of the Corporation before the stock certificate so signed shall have been issued by the Corporation, such stock certificate may nevertheless be issued and delivered with the same force and effect as though the person who signed such certificate or whose facsimile signature has been affixed for such purpose had not ceased to be such officer of the Corporation. Notwithstanding the foregoing regarding share certificates, officers of the Corporation may provide that some or all of any or all classes or series of the Corporation's capital stock may be uncertificated shares.

Section 2. Lost or Destroyed Certificates. The board of directors may determine the conditions upon which a new certificate for capital stock of the Corporation may be issued in place of a certificate which is alleged to have been lost, stolen, or destroyed and may, in its discretion, require the owner of such certificate or his legal representative to give bond with sufficient surety to the Corporation to indemnify it against any loss or claim which may arise by reason of the issue of a new certificate in the place of the one so alleged to have been lost, stolen, or destroyed.

Section 3. Transfer of Shares. The shares of capital stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates, if such shares are

26

represented by certificates, shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock or transfer books and ledgers, or to such other person as the board of directors may designate, by whom they shall be canceled. New stock certificates or uncertificated shares may thereupon be issued, representing the shares so transferred. A record shall be made of each transfer.

Section 4. Dividends. Dividends upon the capital stock may be declared by the board of directors at a regular or special meeting out of the net profits or surplus of the Corporation. Before paying a dividend or making a distribution of profits, there may be set aside out of the accumulated profits of the Corporation such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund for meeting contingencies or for equalizing dividends or for repairing or maintaining property of the Corporation or for such other purpose as the directors shall think conducive to the interests of the Corporation.

Section 5. Closing Transfer Books; Fixing Record Date. The board of directors may fix the time, not exceeding 60 days preceding the date of a meeting of shareholders, a dividend payment date, or a date for the allotment of rights, during which the books of the Corporation shall be temporarily closed against transfers of stock; or, in lieu thereof, the board of directors may fix a date, not exceeding 60 days preceding the date of a meeting of shareholders, a dividend payment date, or a date for the allotment of rights, as a date for the taking of a record of the shareholders entitled to notice of and to vote at such meeting, or entitled to receive such dividends or such rights, as the case may be; and only shareholders of record on such date shall be entitled to notice of and to vote at such meeting, or to receive such dividends or rights, as the case may be.

ARTICLE X

Fair-Price Provisions

Section 1. Definitions. As used in article X of these bylaws, the following terms shall have the indicated meanings:

(a)“Affiliate,” including the term “affiliated person,” means a person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, a specified person.

(b)“Associate,” when used to indicate a relationship with any person, means any of the following:

(1)A corporation or organization, other than the Corporation or a subsidiary of the Corporation, of which such person is an officer, director, or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class or series of equity securities.

(2)A trust or other estate on which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity.

(3)A relative or spouse of such person, or any relative of such spouse, who has

27

the same home as such person or who is a director or officer of the Corporation or any of its affiliates.

(c)“Beneficial owner,” when used with respect to voting stock, means any of the following:

(1)A person who individually or with any of his affiliates or associates beneficially owns voting stock, directly or indirectly.

(2)A person who individually or with any of his affiliates or associates has either of the following rights:

(A)To acquire voting stock, whether such right is exercisable immediately or only after the passage of time, pursuant to any agreement, arrangement, or understanding or upon the exercise of conversion rights, exchange rights, warrants, or options, or otherwise.

(B)To vote voting stock pursuant to any agreement, arrangement, or understanding.

(3)A person who has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing voting stock with any other person who beneficially owns or whose affiliates beneficially own, directly or indirectly, such shares of voting stock.

(d) “Business combination” means any of the following:

(1)Except for a merger, consolidation, or share exchange that does not alter the contract rights of the stock as expressly set forth in the articles of incorporation of the Corporation or change or convert in whole or in part the outstanding shares of the Corporation, any merger, consolidation, or share exchange of the Corporation or any subsidiary with:

(A)An interested shareholder; or

(B)Another corporation, whether or not itself an interested shareholder, which is, or after the merger, consolidation, or share exchange would be, an affiliate of an interested shareholder that was an interested shareholder before the transaction.

(2)A sale, lease, transfer, or other disposition, other than in the ordinary course of business, in one transaction or a series of transactions in any twelve-month period, to an interested shareholder or any affiliate of an interested shareholder, other than the Corporation or any of its subsidiaries, of any assets of the Corporation or any subsidiary having, measured at the time the transaction or transactions are approved by the board of directors of the Corporation, an aggregate book value as of the end of the Corporation's most recently ended fiscal quarter of 10% or more of the total market value of the

28

outstanding stock of the Corporation or of its net worth as of the end of its most recently ended fiscal quarter.

(3)The issuance or transfer by the Corporation or any subsidiary, in one transaction or a series of transactions, of any equity securities of the Corporation or any subsidiary which has an aggregate market value of five percent or more of the total market value of the outstanding stock of the Corporation, to any interested shareholder or any affiliate of any interested shareholder, other than the Corporation or any of its subsidiaries, except pursuant to the exercise of warrants or rights to purchase securities offered pro rata to all holders of the Corporation's voting stock or any other method affording substantially proportionate treatment of the holders of voting stock.

(4)The adoption of a plan or proposal for the liquidation or dissolution of the Corporation in which anything other than cash will be received by an interested shareholder or an affiliate of an interested shareholder.

(5)A reclassification of securities, including a reverse stock split or recapitalization of the Corporation, or any merger, consolidation, or share exchange of the Corporation with any of its subsidiaries which has the effect, directly or indirectly, in one transaction or a series of transactions, of increasing by five percent or more of the total number of outstanding shares the proportionate amount of the outstanding shares of any class or series of equity securities of the Corporation or any subsidiary which is directly or indirectly owned by an interested shareholder or an affiliate of an interested shareholder.

(e)“Common stock” means stock other than preferred or preference stock.

(f)“Control,” including the terms “controlling,” ”controlled by,” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. The beneficial ownership of 10% or more of the votes entitled to be cast of a corporation's voting stock creates a presumption of control.

(g)“Equity security” means any of the following:

(1)Stock or a similar security, certificate of interest, or participation on any profit sharing agreement, voting trust certificate, or certificate of deposit for an equity security.

(2) A security convertible, with or without consideration, into an equity security, or any warrant or other security carrying any right to subscribe to or purchase an equity security.

(3)Any put, call, straddle, or other option or privilege of buying an equity security from or selling an equity security to another without being bound to do so.

(h)(l )“Interested shareholder” means any person other than the Corporation or

29

any subsidiary that is either of the following:

(A)The beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting stock of the Corporation.

(B)An affiliate of the Corporation who at any time within the two-year period immediately before the date in question was the beneficial owner, directly or indirectly, of l0% or more of the voting power of the then outstanding voting stock of the Corporation.

(2)For the purpose of determining whether a person is an interested shareholder, the number of shares of voting stock deemed to be outstanding shall include shares deemed owned by the person through application of subsection (c) of this section, but may not include any other shares of voting stock which may be issuable pursuant to any agreement, arrangement, or understanding, or upon exercise of conversion rights, warrants, or options, or otherwise.

(i) “Market value” means the following:

(A)In the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the principal United States securities exchange registered under the Exchange Act on which such stock is listed, or if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc., Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by the board of directors of the Corporation in good faith.

(B)In the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the board of directors of the Corporation in good faith.

(j)“Subsidiary” means any corporation of which voting stock having a majority of the votes entitled to be cast is owned, directly or indirectly, by the Corporation.

(k)“Voting stock” means shares of capital stock of a corporation entitled to vote generally in the election of directors.

Section 2. Vote Required in Business Combinations. In addition to any vote otherwise required by law or the articles of incorporation of the Corporation, a business combination shall be recommended by the board of directors and approved by the affirmative vote of at least each of the following:

(a)80% of the votes entitled to be cast by outstanding shares of voting stock of the Corporation voting together as a single voting group.

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(b)Two-thirds of the votes entitled to be cast by holders of voting stock other than voting stock held by the interested shareholder who is or whose affiliate is a party to the business combination or an affiliate or associate of the interested shareholder, voting together as a single voting group.

Section 3. When Voting Requirements Not Applicable.

(a)Definitions. For purposes of subsection (b) of this section, the following terms shall have the indicated meanings:

(1)“Announcement date” means the first general public announcement of a proposal or intention to make a proposal of a business combination or its first communication generally to shareholders of the Corporation, whichever is earlier.

(2)“Determination date” means the date on which an interested shareholder first became an interested shareholder.

(3)“Valuation date” means the following:

(A)For a business combination voted upon by shareholders, the later of (i) the day before the day of the shareholders” vote or (ii) the day 20 days before the consummation of the business combination.

(B)For a business combination not voted upon by shareholders, the date of the consummation of the business combination.

(b)Conditions. The vote required by section 2 of this article X shall not apply to a business combination, as defined in section 1 of this article X, if each of the following conditions is met:

(1 )The aggregate amount of the cash and the market value as of the valuation date of consideration other than cash to be received per share by holders of common stock in such business combination is at least equal to the highest of the following:

(A)The highest per share price, including any brokerage commissions, transfer taxes, and soliciting dealers' fees, paid by the interested shareholder for any shares of common stock of the same class or series that he acquired:

(i)within the two-year period immediately before the announcement date of the proposal of the business combination; or

(ii)in the transaction in which he became an interested shareholder, whichever is higher; or

(B)The market value per share of common stock of the same class or

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series on the announcement date or on the determination date, whichever is higher; or

(C)The price per share equal to the market value per share of common stock of the same class or series determined pursuant to subparagraph (B) immediately preceding, multiplied by the fraction of:

(i)The highest per share price, including any brokerage commissions, transfer taxes, and soliciting dealers' fees, paid by the interested shareholder for shares of common stock of the same class or series that he acquired within the two-year period immediately before the announcement date, over

(ii) The market value per share of common stock of the same class or series on the first day in such two-year period on which the interested shareholder acquired shares of common stock.

(2)The aggregate amount of the cash and the market value as of the valuation date of consideration other than cash to be received per share by holders of shares of any class or series of outstanding stock other than common stock is at least equal to the highest of the following, whether or not the interested shareholder has previously acquired shares of a particular class or series of stock:

(A)The highest per share price, including any brokerage commissions, transfer taxes, and soliciting dealers' fees, paid by the interested shareholder for any shares of such class or series of stock that he acquired:

(i) within the two-year period immediately before the announcement date of the proposal of the business combination; or

(ii) in the transaction in which he became an interested shareholder, whichever is higher; or

(B)The highest preferential amount per share to which the holders of shares of such class or series of stock are entitled in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Corporation; or

(C)The market value per share of such class or series of stock on the announcement date or on the determination date, whichever is higher; or

(D)The price per share equal to the market value per share of such class or series of stock determined pursuant to subparagraph (C) immediately preceding, multiplied by the fraction of:

(i)The highest per share price, including any brokerage commissions, transfer taxes, and soliciting dealers' fees, paid by the

32

interested shareholder for such shares of voting stock acquired by him within the two-year period immediately before the announcement date, over

(ii)The market value per share of the same class or series of voting stock on the first day on such two-year period on which the interested shareholder acquired shares of the same class or series of voting stock.

(3)The consideration to be received by holders of any class or series of outstanding stock is to be in cash or in the same form as the interested shareholder previously paid for shares of the same class or series of stock. If the interested shareholder has paid for shares of any class or series of stock with varying forms of consideration, the form of consideration for such class or series of stock shall be either cash or the form used to acquire the largest number of shares of such class or series of stock that he previously acquired.

(4)(A)After the interested shareholder has become an interested shareholder and before the consummation of such business combination:

(i)There shall have been no failure to declare and pay at the regular date therefor any full periodic dividends, cumulative or not, on any outstanding preferred stock of the Corporation;

(ii) There shall have been:

(aa)No reduction in the annual rate of dividends paid on any class or series of stock of the Corporation that is not preferred stock except as necessary to reflect any subdivision of such stock; and

(bb)An increase in such annual rate of dividends as shall have been necessary to reflect reclassification, including reverse stock split, recapitalization, reorganization, or similar transaction, which shall have the effect of reducing the number of outstanding shares of such stock; and

(iii)The interested shareholder did not become the beneficial owner of additional shares of stock of the Corporation except as part of the transaction which resulted in such interested shareholder's becoming an interested shareholder or by virtue of proportionate stock splits or stock dividends.

(B) The provisions of (i) and (ii) of subparagraph (A) shall not apply if neither an interested shareholder nor an affiliate or associate of an interested shareholder voted as a director of the Corporation in a manner inconsistent with (i) and (ii), and the interested shareholder, within 10 days after an act or failure to act inconsistent with such subparagraphs, shall have notified the board of directors of

33

the Corporation in writing that the interested shareholder disapproves thereof and requests in good faith that the board of directors rectify such act or failure to act.

(5)After the interested shareholder has become an interested shareholder, the interested shareholder may not have received the benefit, directly or indirectly, except proportionately as a shareholder, of loans, advances, guarantees, pledges, or other financial assistance, or tax credits or other tax advantages, provided by the Corporation or any of its subsidiaries, whether in anticipation of or in connection with such business combination or otherwise.

(c)Other Provisions.

(1)Section 2 of this article X shall not apply to a business combination with a particular interested shareholder or his existing or future affiliates that has been approved or exempted therefrom by resolution of the board of directors of the Corporation; provided, however, that any such resolution shall have been adopted before the time that such interested shareholder first became an interested shareholder.

(2) Unless by its terms a resolution adopted under this subsection is made irrevocable, it may be altered or repealed by the board of directors, but this shall not affect a business combination that has been consummated or is the subject of an existing agreement entered into before the alteration or repeal.

ARTICLE XI

Notices

Section 1. Manner of Giving Notice. Notice required to be given under the provisions of these bylaws to a director, officer, or shareholder shall not be construed to mean personal notice, but may be given by depositing written or printed notice in a post office or letter box in a postpaid wrapper addressed to such director, officer, or shareholder at such address as appears on the books of the Corporation, such notice to be deemed to have been given at the time when the same shall have been thus mailed; or, if such person has provided a telecommunications address to the Corporation, such notice may be given by prepaid written telecommunication sent to such address and in such event shall be deemed to have been given at the time when the same shall have been transmitted.

Section 2. Waiver of Notice. Any shareholder, officer, or director may waive, in writing or by written telecommunication, whether before or after the time stated, any notice required to be given under these bylaws.

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ARTICLE XII

Miscellaneous

Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.

Section 2. Checks and Drafts. All checks, drafts, and orders for the payment of money shall be signed by the treasurer, in person or by facsimile or other authorized means, or by such other officer or officers or agents as the board of directors may from time to time designate. No check shall be signed in blank.

Section 3. Books and Records. The books, accounts, and records of the Corporation shall, subject to the limitations fixed by law, be open to inspection by the shareholders at such times and subject to such regulations as the board of directors may prescribe.

Section 4. Separability. If one or more of the provisions of these bylaws shall be held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other provision hereof and these bylaws shall be construed as if such invalid, illegal, or unenforceable provision or provisions had never been contained herein.

ARTICLE XIII

Amendment of Bylaws

Section 1. Voting. These bylaws may be amended, repealed, or supplemented at any regular meeting of the board of directors, or at any special meeting called for such purpose, by the affirmative vote of a majority of the board of directors, or by unanimous written consent; provided, however, that in each instance an amendment, repeal, or supplement shall not be inconsistent with the law or the articles of incorporation of the Corporation and shall be subject to the power of the shareholders to amend, repeal, or supplement the bylaws so made but only upon the affirmative vote of at least 80% of all shares of capital stock entitled to vote thereon.

Section 2. Shareholder Proposals. No proposal by a shareholder to amend, repeal, or supplement the bylaws of the Corporation may be voted upon at a meeting of shareholders unless, at least 180 days before such meeting of shareholders, such shareholder shall have delivered in writing to the secretary of the Corporation (a) notice of such proposal, including all information required by section 7(b)(3) of article II of these bylaws, (b) the text of the proposed amendment, repeal, or supplement and (c) an opinion of counsel, which counsel and the form and substance of which opinion shall be reasonably satisfactory to the board of directors of the Corporation, to the effect that the bylaws (if any) resulting from the adoption of such proposal would not be in conflict with the articles of incorporation of the Corporation or the laws of the State of Louisiana. In no event shall any adjournment, postponement or deferral of a meeting of shareholders or the announcement thereof commence a new time period for the giving of a shareholder's notice as described above. Within 30 days after such shareholder shall have submitted the aforesaid items,

35

the secretary and the board of directors of the Corporation shall respectively determine whether the items to be ruled upon by them are reasonably satisfactory and shall notify such shareholder in writing of their respective determinations. If such shareholder fails to submit a required item in the form or within the time indicated, or if the secretary or the board of directors of the Corporation determine that the items to be ruled upon by them are not reasonably satisfactory, then such proposal by such shareholder may not be voted upon by the shareholders of the Corporation at such meeting of shareholders.

Section 3. Effective Date. No amendment or supplement to or repeal of any of the following provisions of these bylaws, whether resulting from action of the directors or the shareholders, shall take effect until the later of (i) one year following the adoption of such amendment, supplement, or repeal, or (ii) 10 days after the adjournment sine die of the annual meeting of shareholders next succeeding the adoption of such amendment, supplement, or repeal:

Article II, section 2;

Article II, section 8;

Article X; and

Article XIII.

ARTICLE XIV

Other Amendments to Bylaws

Section 1. Effective Date. No amendment or supplement to or repeal of any of the following provisions of these bylaws, whether resulting from action of the directors or the shareholders, shall take effect until the later of (i) one year following the adoption of such amendment, supplement, or repeal, or (ii) 10 days after the adjournment sine die of the annual meeting of shareholders next succeeding the adoption of such amendment, supplement, or repeal:

Article II, section 4;

Article II, section 5;

Article II, section 7;

Article II, section 9;

Article III, section 1;

Article III, section 2; and

Article XIV;

provided, however, that the board of directors shall have the power at any time, free from the foregoing restrictions, but subject to the provisions of subsection (g) of section 1 of article III of these bylaws, to amend or otherwise change subsections (a) and (d)(1) of section 1 of article III of these bylaws, and, with respect to any amendments to or changes in such subsection (d)(1), to make appropriate conforming changes in such section 1.

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ARTICLE XV

Control Share Acquisition Statute

Section 1. Pursuant to Section 136 of the Louisiana Business Corporation Law, the provisions of Sections 135 through 140.2 of the Louisiana Business Corporation Law, enacted as part of Title 12 of the Louisiana Revised Statutes, shall not apply to “control share acquisitions” (as defined therein) of this Corporation.

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EX-10.1

Exhibit 10.1

CLECO CORPORATION

2030 Donahue Ferry Road

Pineville, LA 71360

April 27, 2012

Mr. Bruce A. Williamson

PVGO7

Re:Notice and Acceptance of Award of Restricted Stock

Dear Bruce:

Effective as of April 27, 2012 (the “Award Date”), the Board of Directors of Cleco Corporation (the “Company”) has authorized a special award to you of the Company's common stock, $1.00 par value per share (our “Common Stock”). Your award is made pursuant to the Cleco Corporation 2010 Long-Term Incentive Compensation Plan (the “Plan”). This letter is intended to provide you with notice of the terms and conditions applicable to your award. Unless otherwise defined below, capitalized terms used herein shall have the meanings ascribed to them in the Plan.

1.Award. As of the Award Date, the Company has awarded to you 5,000 shares of Common Stock, provided that during the Restriction Period (as defined below), such shares shall not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of (your “Restricted Stock”).

The Company has issued in your name a certificate or certificates representing the number of shares of Restricted Stock awarded to you hereunder, which may be legended to reflect the terms and conditions set forth herein. The certificates shall be held by the Company in escrow, pending the lapse of the Restriction Period. As a condition of your award, you agree to execute stock powers endorsed in blank, if requested by the Company.

2.Restriction Period. Except as may be expressly provided herein, the restrictions set forth in paragraph 1 hereof shall commence as of the Award Date and shall lapse as of January 1, 2019 (the “Restriction Period”).

3.Dividend Equivalent Units. If cash dividends are declared and paid on our Common Stock during the Restriction Period, an amount equal to the dividends paid on your Restricted Stock will be credited to a bookkeeping account, called a “Ledger Account,” maintained for your benefit by the Company. Any such dividend equivalents will be accumulated, without interest, and paid to you in the form of cash as of the first business day following the end of the Restricted Period, or earlier as provided herein. You will forfeit any dividend equivalents to the same extent and at the same time as you forfeit shares of your Restricted Stock.

4.Separation From Service. In lieu of the provisions of Section 8.5 of the Plan, if you cease to be an Employee of the Company during the Restriction Period, the following shall apply:

a. If your Separation From Service is on account of your death or disability, the restrictions imposed hereunder shall lapse with respect to all shares of your Restricted Stock.

Mr. Bruce A. Williamson

April 27, 2012

Page 2

b. If your Separation From Service is attributable to any other reason, except as expressly provided in paragraph 5 hereof, the Restricted Stock awarded to you hereunder shall be forfeited and the affected certificates canceled as of the date of such separation.

The number of shares of Restricted Stock subject to the lapse of restrictions as provided herein shall be delivered to you free of restriction as of your Separation Date. A corresponding amount shall be distributed to you from your Ledger Account as of such date.

5.Change in Control. Provided that your Restricted Stock has not otherwise been forfeited or canceled, or that the restrictions applicable to your award have not otherwise lapsed, upon the occurrence of a Change in Control all restrictions then applicable to your Restricted Stock shall lapse and the number of shares of Restricted Stock awarded hereunder shall be delivered to you free of restriction. Any amount then credited to your Ledger Account shall be distributed to you as of the earlier of the end of the Restriction Period or your death, Disability or Separation Date.

6.Taxes. Unless you have made an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, when the restrictions lapse with respect to all or part of your Restricted Stock, the Fair Market Value of the affected shares (determined at the time of lapse) will be includable as compensation income, reported by the Company on IRS Form W-2, and subject to withholding for applicable income and employment taxes. Unless you have then made other arrangements, the Company will withhold from your award the number of shares of Common Stock with a Fair Market Value equal to your resulting tax liability, determined for Federal tax purposes as the aggregate rates applicable to supplemental wage payments and employment taxes.

The Company shall withhold from any amount distributable from your Ledger Account any taxes then required by law to be withheld.

7.No Assignment. The award described herein, including the balance of your Ledger Account, shall not be subject in any manner to sale, transfer, pledge, assignment or other encumbrance or disposition, whether by operation of law or otherwise and whether voluntarily or involuntarily, except by will or the laws of descent and distribution.

8.Additional Requirements and Limitations. You acknowledge that Common Stock acquired hereunder may bear such legends as the Committee or the Company deems appropriate to comply with applicable Federal or state securities laws or under the terms of the Plan. In connection therewith and prior to the issuance of such shares, you may be required to deliver to the Company such other documents as may be reasonably required to ensure compliance with applicable Federal or state securities laws. You further acknowledge that your award shall be subject to additional terms and conditions set forth in the Plan.

9.Amendment. The Committee or the Company's Board of Directors may amend the terms and conditions set forth herein; provided, however, that any such amendment may not materially impair your award without your prior written consent.

10.Shareholder Rights. Pending the lapse of restrictions, or the forfeiture and cancellation of all or a portion of your Restricted Stock, you shall be entitled to vote the number of shares then subject to the terms of your award. You shall not receive cash dividends declared with respect to such shares during such period, which amounts shall be treated as equivalencies that are subject to the provisions of paragraph 3 hereof.

Mr. Bruce A. Williamson

April 27, 2012

Page 3

Very truly yours,

CLECO CORPORATION

By:/s/ Judy P. Miller

Judy P. Miller

Its:Senior Vice President

Corporate Services & Internal Audit

Mr. Bruce A. Williamson

April 27, 2012

Page 4

ACKNOWLEDGMENT AND AGREEMENT

I acknowledge that the Restricted Stock awarded to me hereunder and the balance of my Ledger Account shall be subject to the terms and conditions of the Plan, in addition to the terms and conditions of the foregoing letter. By execution below, I acknowledge that no member of the Committee or the Board of Directors shall be liable for any action or determination taken in good faith with respect to the Plan or my award. I further acknowledge that I have consulted my own advisor about the tax consequences of my award and the election available to me under Section 83(b).

/s/ Bruce A. Williamson

Signature

Date: April 27, 2012

EX-12.A

CLECO CORPORATION	EXHIBIT 12(a)
Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Stock Dividends

	FOR THE THREE MONTHS ENDED				FOR THE TWELVE MONTHS ENDED
(THOUSANDS, EXCEPT RATIOS)	MARCH 31, 2012
Earnings from continuing operations	$	30,031			$	196,865
Undistributed equity income from investees	(1		)		(2,774		)
Income taxes	13,410				104,112
Earnings from continuing operations before income taxes	$	43,440			$	298,203
Fixed charges:
Interest	$	20,286			$	63,170
Amortization of debt expense, premium, net	682				2,915
Portion of rentals representative of an interest factor	118				501
Interest of capitalized lease	421				1,746
Total fixed charges	$	21,507			$	68,332
Earnings from continuing operations before income taxes	$	43,440			$	298,203
Plus:  total fixed charges from above	21,507				68,332
Plus:  amortization of capitalized interest	162				545
Earnings from continuing operations before income taxes and fixed charges	$	65,109			$	367,080
Ratio of earnings to fixed charges	3.03			X	5.37			X
Total fixed charges from above	21,507				68,332
Preferred stock dividends	—				23
Total fixed charges and preferred stock dividends	21,507				68,355
Ratio of earnings to combined fixed charges and preferred stock dividends	3.03			X	5.37			X

EX-12.B

CLECO POWER	EXHIBIT 12(b)
Computation of Ratios of Earnings to Fixed Charges

	FOR THE THREE MONTHS ENDED			FOR THE TWELVE MONTHS ENDED
(THOUSANDS, EXCEPT RATIOS)	MARCH 31, 2012
Earnings from continuing operations	$	26,805		$	139,610
Income taxes	14,507			69,516
Earnings from continuing operations before income taxes	$	41,312		$	209,126
Fixed charges:
Interest	$	18,232		$	90,209
Amortization of debt expense, premium, net	598			2,382
Portion of rentals representative of an interest factor	118			500
Interest of capitalized lease	421			1,746
Total fixed charges	$	19,369		$	94,837
Earnings from continuing operations before income taxes	$	41,312		$	209,126
Plus:  total fixed charges from above	19,369			94,837
Earnings from continuing operations before income taxes and fixed charges	$	60,681		$	303,963
Ratio of earnings to fixed charges	3.13		X	3.21		X

EX-31.1

CLECO CORPORATION	EXHIBIT 31.1
Certification

I, Bruce A. Williamson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cleco Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 2, 2012

/s/ Bruce A. Williamson

Bruce A. Williamson

President and Chief Executive Officer

EX-31.2

CLECO CORPORATION	EXHIBIT 31.2
Certification

Certification

I, Darren J. Olagues, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cleco Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 2, 2012

/s/  Darren J. Olagues

Darren J. Olagues

Senior Vice President, Chief Financial Officer and Treasurer

EX-31.3

CLECO POWER LLC	EXHIBIT 31.3
Certification

I, Bruce A. Williamson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cleco Power LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 2, 2012

/s/ Bruce A. Williamson

Bruce A. Williamson

Chief Executive Officer

EX-31.4

CLECO POWER LLC	EXHIBIT 31.4
Certification

I, Darren J. Olagues, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cleco Power LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 2, 2012

/s/  Darren J. Olagues

Darren J. Olagues

Senior Vice President, Chief Financial Officer and Treasurer

EX-32.1

CLECO CORPORATION EXHIBIT 32.1

Cleco Corporation

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cleco Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bruce A. Williamson, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  May 2, 2012

/s/  Bruce A. Williamson

Bruce A. Williamson

President and Chief Executive Officer

EX-32.2

CLECO CORPORATION EXHIBIT 32.2

Cleco Corporation

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cleco Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Darren J. Olagues, Senior Vice President, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  May 2, 2012

/s/  Darren J. Olagues

Darren J. Olagues

Senior Vice President, Chief Financial Officer and Treasurer

EX-32.3

CLECO POWER LLC	EXHIBIT 32.3
Cleco Power LLC
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cleco Power LLC (the “Company”) on Form 10-Q for the quarter ended March 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bruce A. Williamson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(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:  May 2, 2012

/s/  Bruce A. Williamson

Bruce A. Williamson

Chief Executive Officer

EX-32.4

CLECO POWER LLC	EXHIBIT 32.4
Cleco Power LLC
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cleco Power LLC (the “Company”) on Form 10-Q for the quarter ended March 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Darren J. Olagues, Senior Vice President, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(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:  May 2, 2012

/s/  Darren J. Olagues

Darren J. Olagues

Senior Vice President, Chief Financial Officer and Treasurer

EX-95

CLECO CORPORATION
CLECO POWER	EXHIBIT 95

MINE SAFETY DISCLOSURES

Cleco Power does not have control over the day-to-day operations, including safety, of either the Dolet Hills mine or the Red River mine.  Pursuant to a mining joint operating agreement governing the mines, Cleco Power and SWEPCO each have two representatives on a four member executive committee.  The main purpose of the executive committee is to enhance communication among the mine operator, Cleco Power, and SWEPCO.  The executive committee's duties include:  reviewing the status of the mine; providing policy recommendations concerning basic planning, land acquisition, geological and engineering activities; recommending economic limits and personnel requirements; reviewing mining and lignite delivery issues; and reviewing the financial information and operational records of DHLC.  

Under Section 1503 of the Dodd-Frank Act, public reporting companies that meet the definition of an “operator” of a mine under the Federal Mine Safety and Health Act of 1977 (MSHA) are required to report notices of violations and proposed assessments under the MSHA.  The MSHA defines an operator as any owner, lessee, or other person who operates, controls, or supervises a coal or other mine or any independent contractor performing services or construction at such mine.  Cleco Power might meet the definition of an “operator” under the MSHA through its two representatives on the executive committee.  Therefore, Cleco Power has chosen to include the disclosures required by Section 1503 of the Dodd-Frank Act.  During the first quarter of 2012, DHLC received four notices of violation, with two of those being classified as Non Significant and Substantial and not subject to MSHA's reporting requirements. MSHA assessed penalties on three of the citations during the first quarter, and the total of all penalties was immaterial. The MSHA definition of control is not the same as the definition of control pursuant to accounting pronouncements relating to consolidation and equity method investments.  Management has determined that its relationship with DHLC does not meet the definition of control under accounting pronouncements; therefore, Cleco Power has not included any financial information about DHLC in its periodic reports.

XML

Fair Value Accounting Fair Value Accounting, Concentration of Risk (Details) (USD $)	3 Months Ended
	Mar. 31, 2012
Established guidelines for short-term investments to mitigate potential credit risk [Abstract]
Minimum assets under management in money market funds	$ 1,000,000,000
Minimum existence of investments (in years)	2 years
Maximum portfolios' composition securities issued by foreign entities (in hundredths)	50.00%
Maximum Amount of Loss [Member]
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Concentrations of credit risk through short-term investments	70,400,000
Concentrations of credit risk through their short-term investments in cash	39,800,000
Concentrations of credit risk through their short-term investments in restricted cash	30,600,000
Cleco Power [Member] | Maximum Amount of Loss [Member]
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items]
Concentrations of credit risk through short-term investments	63,500,000
Concentrations of credit risk through their short-term investments in cash	33,000,000
Concentrations of credit risk through their short-term investments in restricted cash	$ 30,500,000

XML

Variable Interest Entities, Ownership Interest (Details) (APH [Member])	Apr. 29, 2011
Acadia Power Partners [Member]
Significant Acquisitions and Disposals [Line Items]
Ownership interest received (in hundredths)	100.00%
Cajun [Member]
Significant Acquisitions and Disposals [Line Items]
Ownership interest exchanged (in hundredths)	50.00%

XML

Income Taxes, Capital Loss and Tax Credit Carryforwards (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Jun. 30, 2011	Dec. 31, 2010
Capital Loss Carryforwards [Line Items]
Valuation allowance on deferred tax asset			$ 1.2
Deferred tax asset			2.7
Reversal of valuation allowance		1.2
Tax credit carryforwards	$ 61.9
Expiration date	2029

XML

Variable Interest Entities (Details) (USD $)	3 Months Ended			3 Months Ended			3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011	Mar. 31, 2012 Cajun [Member]	Mar. 31, 2011 Cajun [Member]	Apr. 29, 2011 Cajun [Member]	Mar. 31, 2012 Subsidiaries less than 100% owned by Cleco Innovations LLC [Member]	Mar. 31, 2011 Subsidiaries less than 100% owned by Cleco Innovations LLC [Member]	Mar. 31, 2012 Oxbow [Member]	Mar. 31, 2011 Oxbow [Member]	Dec. 31, 2011 Oxbow [Member]
Variable Interest Entity [Line Items]
Value of plant acquisition (proceeds)						$ 298,800,000
Equity investment in investees, description							less than $0.1 million
Variable interest entity, ownership percentage (in hundredths)									50.00%
Ownership percentage by other parties (in hundredths)									50.00%
Summarized financial information [Abstract]
Current assets									1,641,000		1,711,000
Property, plant and equipment, net									23,284,000		23,339,000
Other assets									4,255,000		4,128,000
Total assets									29,180,000		29,178,000
Current liabilities									42,000		40,000
Other liabilities									73,000		73,000
Partner's capital									29,065,000		29,065,000
Total liabilities and partners' capital									29,180,000		29,178,000
Operating revenue				5,177,000					381,000	205,000
Operating expenses				4,824,000					381,000	205,000
Other income				872,000
Income (loss) before taxes				1,225,000					0	0
Equity method investment, income tax expense (benefit)				300,000
Equity income (loss) from equity method investments [Abstract]
Total equity income (loss)	1,000	611,000		0	612,000		1,000	(1,000)
Components of equity method investments [Abstract]
Purchase price									12,873,000		12,873,000
Cash contributions									1,659,000		1,659,000
Total equity investment in investee	14,541,000	14,540,000	14,540,000						14,532,000		14,532,000
Comparison of carrying amount of assets and liabilities to maximum loss exposure [Abstract]
Net assets/liabilities									29,065,000		29,065,000
Entity's 50% equity									14,532,000		14,532,000
Cleco's maximum exposure to loss									$ 14,532,000		$ 14,532,000

XML

Pension Plan and Employee Benefits Pension Plan and Employee Benefits, 401 (K) Plans (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
401(k) Plan [Abstract]
401 (k) Plan expense	$ 1,493	$ 1,201
Other Subsidiaries [Member]
401(k) Plan [Abstract]
401 (k) Plan expense	$ 400	$ 300

XML

Summary of Significant Accounting Policies, Reclassifications (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Reclassifications [Abstract]
Accounts receivable	$ 6,253	$ (13,958)
Accounts payable	(53,174)	(35,617)
Net cash provided by operating activities	41,373	2,302
Additions to property, plant, and equipment	(39,380)	(21,883)
Net cash used in investing activities	(40,825)	(19,537)
Net decrease in cash and cash equivalents	(46,327)	(53,937)
Cash and cash equivalents at beginning of period	93,576	191,128
Cash and cash equivalents at end of period	47,249	137,191
Accrued additions to property, plant, and equipment	6,974	23,245
Cash Flows Related To Accruals for Property, Plant and Equipment [Member]
Reclassifications [Abstract]
Accounts receivable	(13,958)
Accounts payable	(35,617)
Retainage payable	(13)
Net cash provided by operating activities	2,302
Additions to property, plant, and equipment	(21,883)
Net cash used in investing activities	(19,537)
Net decrease in cash and cash equivalents	(53,937)
Cash and cash equivalents at beginning of period	191,128
Cash and cash equivalents at end of period	137,191
Accrued additions to property, plant, and equipment	23,245
Cash Flows Related To Accruals for Property, Plant and Equipment [Member] | As Reported [Member]
Reclassifications [Abstract]
Accounts receivable	5,042
Accounts payable	(31,823)
Retainage payable	1,004
Net cash provided by operating activities	26,111
Additions to property, plant, and equipment	(45,692)
Net cash used in investing activities	(43,346)
Net decrease in cash and cash equivalents	(53,937)
Cash and cash equivalents at beginning of period	191,128
Cash and cash equivalents at end of period	137,191
Accrued additions to property, plant, and equipment	17,155
Cleco Power [Member]
Reclassifications [Abstract]
Accounts receivable	5,767	(10,720)
Accounts payable	(43,623)	(34,966)
Net cash provided by operating activities	47,513	5,299
Additions to property, plant, and equipment	(38,507)	(20,720)
Net cash used in investing activities	(30,759)	(8,955)
Net decrease in cash and cash equivalents	(31,573)	(60,472)
Cash and cash equivalents at beginning of period	67,458	184,912
Cash and cash equivalents at end of period	35,885	124,440
Accrued additions to property, plant, and equipment	11,262	23,246
Cleco Power [Member] | Cash Flows Related To Accruals for Property, Plant and Equipment [Member]
Reclassifications [Abstract]
Accounts receivable	(10,720)
Accounts payable	(34,966)
Retainage payable	(13)
Net cash provided by operating activities	5,299
Additions to property, plant, and equipment	(20,720)
Net cash used in investing activities	(8,955)
Net decrease in cash and cash equivalents	(60,472)
Cash and cash equivalents at beginning of period	184,912
Cash and cash equivalents at end of period	124,440
Accrued additions to property, plant, and equipment	23,246
Cleco Power [Member] | Cash Flows Related To Accruals for Property, Plant and Equipment [Member] | As Reported [Member]
Reclassifications [Abstract]
Accounts receivable	8,280
Accounts payable	(31,202)
Retainage payable	1,004
Net cash provided by operating activities	29,081
Additions to property, plant, and equipment	(44,501)
Net cash used in investing activities	(32,737)
Net decrease in cash and cash equivalents	(60,472)
Cash and cash equivalents at beginning of period	184,912
Cash and cash equivalents at end of period	124,440
Accrued additions to property, plant, and equipment	$ 17,233

XML

Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees Balance Sheet Commitments (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Jan. 31, 2006
Guarantor Obligations [Line Items]
FACE AMOUNT	$ 5,225
REDUCTIONS	0
NET AMOUNT	5,225
Cleco Corporation [Member] | Guarantee Issued to Entergy Mississippi on behalf of Attala [Member]
Guarantor Obligations [Line Items]
FACE AMOUNT	500
REDUCTIONS	0
NET AMOUNT	500	500
Cleco Corporation [Member] | Guarantee issued to Tenaska Power Services on behalf of Cleco Evangeline [Member]
Guarantor Obligations [Line Items]
FACE AMOUNT	1,000
REDUCTIONS	0
NET AMOUNT	1,000
Cleco Power [Member] | Obligations Under Standby Letter of Credit Issued to the Louisiana Department of Labor [Member]
Guarantor Obligations [Line Items]
FACE AMOUNT	3,725
REDUCTIONS	0
NET AMOUNT	$ 3,725
Percentage of average losses on which letter of credit is based (in hundredths)	110.00%

XML

Fair Value Accounting (Tables)

3 Months Ended

Mar. 31, 2012

Fair Value [Line Items]

Fair Value By Balance Sheet Grouping

The following tables summarize the carrying value and estimated market value of Cleco and Cleco Power’s financial instruments subject to fair value accounting.

Cleco
	AT MARCH 31, 2012				AT DECEMBER 31, 2011
(THOUSANDS)	CARRYING VALUE		ESTIMATED FAIR VALUE		CARRYING VALUE		ESTIMATED FAIR VALUE
Financial instruments not marked-to-market
Cash and cash equivalents	$	47,249	$	47,249	$	93,576	$	93,576
Restricted cash	$	30,580	$	30,580	$	35,828	$	35,828
Long-term debt, excluding debt issuance costs	$	1,326,720	$	1,483,939	$	1,354,567	$	1,542,867

Fair Value of Financial Assets and Liabilities Measured On A Recurring Basis

The following tables disclose for Cleco and Cleco Power the fair value of financial assets and liabilities measured or disclosed on a recurring basis and within the scope of the authoritative guidance for fair value measurements and disclosures.

Cleco
	CLECO CONSOLIDATED FAIR VALUE MEASUREMENTS AT REPORTING DATE USING:
(THOUSANDS)	AT MARCH 31, 2012		QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1)		SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)		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
Institutional money market funds	$	70,380	$	—	$	70,380	$	—	$	119,327	$	—	$	119,327	$	—
Interest rate derivatives	1,326		—		1,326		—		—		—		—		—
Total assets	$	71,706	$	—	$	71,706	$	—	$	119,327	$	—	$	119,327	$	—
Liability Description
Energy market derivatives	$	3,308	$	—	$	3,308	$	—	$	5,336	$	—	$	5,336	$	—
Interest rate derivatives	—		—		—		—		3,330		—		3,330		—
Long-term debt	1,483,939		—		1,483,939		—		1,542,867		—		1,542,867		—
Total liabilities	$	1,487,247	$	—	$	1,487,247	$	—	$	1,551,533	$	—	$	1,551,533	$	—

Fair Values of Derivative Instruments

The following table presents the fair values of derivative instruments and their respective line items as recorded on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets as of March 31, 2012, and December 31, 2011:

	DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
	LIABILITY DERIVATIVES
(THOUSANDS) FAIR VALUE	BALANCE SHEET LINE ITEM	AT MARCH 31, 2012			AT DECEMBER 31, 2011
Commodity contracts
Fuel cost hedges:
Current	Energy risk management liability, net	$	(3,308	)	$	(5,336	)
Total		$	(3,308	)	$	(5,336	)

Effect of Derivatives On Consolidated Statements of Income

The following table presents the effect of derivatives designated as hedging instruments on Cleco and Cleco Power’s Condensed Consolidated Statements of Income for the three months ended March 31, 2012, and 2011:

						FOR THE THREE MONTHS ENDED MARCH 31,
	2012					2011
(THOUSANDS)	AMOUNT OF GAIN RECOGNIZED IN OCI		AMOUNT OF GAIN RECLASSIFIED FROM ACCUMULATED OCI INTO INCOME (EFFECTIVE PORTION)			AMOUNT OF GAIN RECOGNIZED IN OCI		AMOUNT OF GAIN RECLASSIFIED FROM ACCUMULATED OCI INTO INCOME (EFFECTIVE PORTION)
Interest rate derivatives (1)	$	4,657	$	1	*	$	—	$	89	*
* The gain reclassified from accumulated OCI into income (effective portion) is reflected in interest charges.
(1) During the three months ended March 31, 2012, Cleco recorded $2.6 million of ineffectiveness related to the interest rate derivatives as a regulatory asset.

The following table presents the effect of derivatives not designated as hedging instruments on Cleco and Cleco Power’s Condensed Consolidated Statements of Income for the three months ended March 31, 2012, and 2011:

	FOR THE THREE MONTHS ENDED MARCH 31,
		2012			2011
(THOUSANDS)	LOSS IN  INCOME OF DERIVATIVES  LINE ITEM	AMOUNT OF LOSS RECOGNIZED IN INCOME ON DERIVATIVES			AMOUNT OF LOSS RECOGNIZED IN INCOME ON DERIVATIVES
Commodity contracts
Fuel cost hedges(1)	Fuel used for electric generation	$	(3,484	)	$	(3,794	)
Total		$	(3,484	)	$	(3,794	)
(1)In accordance with the authoritative guidance for regulated operations, an additional $3.3 million of unrealized losses and $1.7 million of deferred losses associated with fuel cost hedges are reported in Accumulated Deferred Fuel on the balance sheet as of March 31, 2012, compared to $5.3 million of unrealized losses and $1.2 million of deferred losses associated with fuel cost hedges as of December 31, 2011. As gains and losses are realized in future periods, they will be recorded as Fuel Used for Electric Generation on the income statement.

Cleco Power [Member]

Fair Value [Line Items]

Fair Value By Balance Sheet Grouping

Cleco Power
	AT MARCH 31, 2012				AT DECEMBER 31, 2011
(THOUSANDS)	CARRYING VALUE		ESTIMATED FAIR VALUE		CARRYING VALUE		ESTIMATED FAIR VALUE
Financial instruments not marked-to-market
Cash and cash equivalents	$	35,885	$	35,885	$	67,458	$	67,458
Restricted cash	$	30,484	$	30,484	$	35,731	$	35,731
Long-term debt, excluding debt issuance costs	$	1,326,720	$	1,483,939	$	1,344,567	$	1,532,867

Fair Value of Financial Assets and Liabilities Measured On A Recurring Basis

Cleco Power
	CLECO POWER FAIR VALUE MEASUREMENTS AT REPORTING DATE USING:
(THOUSANDS)	AT MARCH 31, 2012		QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1)		SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)		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
Institutional money market funds	$	63,483	$	—	$	63,483	$	—	$	100,331	$	—	$	100,331	$	—
Interest rate derivatives	1,326		$	—	1,326		—		—		—		—		—
Total assets	$	64,809	$	—	$	64,809	$	—	$	100,331	$	—	$	100,331	$	—
Liability Description
Energy market derivatives	$	3,308	$	—	$	3,308	$	—	$	5,336	$	—	$	5,336	$	—
Interest rate derivatives	—		—		—		—		3,330		—		3,330		—
Long-term debt	1,483,939		—		1,483,939		—		1,532,867		—		1,532,867		—
Total liabilities	$	1,487,247	$	—	$	1,487,247	$	—	$	1,541,533	$	—	$	1,541,533	$	—

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Income Taxes, Income Tax Uncertainties (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011
Uncertain Tax Positions [Abstract]
Interest payable associated with uncertain tax positions	$ 2,522		$ 13,843
Interest charges related to uncertain tax positions	(2,867)	1,415
Liability for unrecognized tax benefit [Roll Forward]
Balance at beginning of period	56,235
Additions for tax positions of current period	(2)
Reductions for tax positions of current period	(674)
Additions for tax positions of proir periods	(1,769)
Reduction for tax positions of prior periods	10,418
Reduction for settlement with tax authority	0
Reduction for lapse of statute of limitations	0
Balance at end of period	46,914
Cleco Power [Member]
Uncertain Tax Positions [Abstract]
Interest payable associated with uncertain tax positions	4,113		17,327
Interest charges related to uncertain tax positions	(4,593)	718
Liability for unrecognized tax benefit [Roll Forward]
Balance at beginning of period	52,558
Additions for tax positions of current period	(2)
Reductions for tax positions of current period	(648)
Additions for tax positions of proir periods	(1,400)
Reduction for tax positions of prior periods	10,418
Reduction for settlement with tax authority	0
Reduction for lapse of statute of limitations	0
Balance at end of period	$ 42,894

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Fair Value Accounting, Fair Values of Derivative Instruments (Details) (Derivatives Not Designated As Hedging Instruments [Member], USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Fair values of derivative instruments [Abstract]
Total	$ (3,308)	$ (5,336)
Energy Risk Management Liability, Net [Member] | Fuel Cost Hedges [Member]
Fair values of derivative instruments [Abstract]
Current	$ (3,308)	$ (5,336)

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Regulatory Assets and Liabilities, Additional Disclosures (Details) (USD $)					1 Months Ended	3 Months Ended
	Mar. 31, 2012	Dec. 31, 2011	Mar. 31, 2012 Cleco Power [Member]	Dec. 31, 2011 Cleco Power [Member]	Feb. 28, 2006 Cleco Power [Member] Deferred construction carrying costs - liability [Member]	Mar. 31, 2012 Cleco Power [Member] Deferred construction carrying costs - liability [Member]	Mar. 31, 2012 Cleco Power [Member] Deferred fuel and purchased power [Member]	Mar. 31, 2012 Cleco Power [Member] Biomass costs [Member]	Mar. 31, 2012 Treasury Rate Locks [Member] Cleco Power [Member] Deferred Financing costs [Member]	Dec. 31, 2011 Treasury Rate Locks [Member] Cleco Power [Member] Deferred Financing costs [Member] Locks
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Original recovery period (in years)								5 years	30 years
Revised recovery period (in years)						4 years
Deferred Construction Carrying Costs [Abstract]
Percentage of jurisdictional portion of construction carrying costs to be collected from customers (in hundredths)					75.00%
Amount of construction carrying costs returned to customers						$ 134,900,000
Current portion of regulatory costs (e.g. to be returned within one year)	13,089,000	13,028,000	13,089,000	13,028,000		28,500,000
Deferred Fuel and Purchased Power Costs [Abstract]
Percentage of total fuel cost was regulated by the LPSC (in hundredths)							90.00%
Change in under-recovered fuel costs							(8,300,000)
Change in deferred fuel and purchased power costs							(6,800,000)
Change in mark-to-market of open gas positions							(2,000,000)
Settlement amount										26,800,000
Number of treasury rate locks entered into										2
Hedge ineffectivness										$ 7,000,000

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Disclosures about Segments (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012 entity	Mar. 31, 2011	Dec. 31, 2011
Revenue
Electric operations	$ 209,590	$ 238,468
Tolling operations	0	2,781
Other operations	10,946	12,728
Electric customer credits	2,237	(434)
Affiliate revenue	0	147
Operating revenue, net	222,773	253,690
Depreciation	31,167	29,098
Interest charges	20,624	26,614
Interest income	34	115
Equity income (loss) from investees, before tax	1	611
Federal and state income tax expense	13,410	12,195
Segment profit (loss)	30,031	29,016
Additions to long-lived assets	46,973	41,795
Equity investment in investees	14,541	14,540	14,540
Total segment assets	3,984,697	4,050,202	4,050,202
Reconciliation of segment profit to consolidated profit:
Number of transmission interconnection facility subsidiaries	2
Unallocated items:
Preferred dividends requirements	0	12
Net income applicable to common stock	30,031	29,004
Midstream [Member]
Revenue
Electric operations	0	0
Tolling operations	1,234	2,781
Other operations	1	1
Electric customer credits	0	0
Affiliate revenue	0	33
Operating revenue, net	1,235	2,815
Depreciation	1,532	1,456
Interest charges	1,471	583
Interest income	0	1
Equity income (loss) from investees, before tax	0	612
Federal and state income tax expense	739	(683)
Segment profit (loss)	1,090	(1,097)
Additions to long-lived assets	(3,802)	1,006
Equity investment in investees	0	0
Total segment assets	229,096	233,666
Reconciling Items [Member]
Revenue
Electric operations	0	0
Tolling operations	0	0
Other operations	497	485
Electric customer credits	0	0
Affiliate revenue	11,607	11,021
Operating revenue, net	12,104	11,506
Depreciation	224	241
Interest charges	619	1,567
Interest income	(44)	(60)
Equity income (loss) from investees, before tax	1	(1)
Federal and state income tax expense	(1,835)	(1,522)
Segment profit (loss)	2,136	83
Additions to long-lived assets	387	60
Equity investment in investees	9	8
Total segment assets	212,387	201,074
Eliminations [Member]
Revenue
Electric operations	0	0
Tolling operations	(1,234)	0
Other operations	0	(1)
Electric customer credits	0	0
Affiliate revenue	(11,952)	(11,253)
Operating revenue, net	(13,186)	(11,254)
Depreciation	1	0
Interest charges	48	62
Interest income	48	61
Equity income (loss) from investees, before tax	0	0
Federal and state income tax expense	(1)	0
Segment profit (loss)	0	0
Additions to long-lived assets	0	0
Equity investment in investees	0	0
Total segment assets	(144,101)	(111,009)
Unallocated Amount to Segment [Member]
Unallocated items:
Preferred dividends requirements		12
Cleco Power [Member]
Revenue
Electric operations	209,590	238,468
Tolling operations	0	0
Other operations	10,448	12,243
Electric customer credits	2,237	(434)
Affiliate revenue	345	346
Operating revenue, net	222,620	250,623
Depreciation	29,410	27,401
Interest charges	18,486	24,402
Interest income	30	113
Equity income (loss) from investees, before tax	0	0
Federal and state income tax expense	14,507	14,400
Segment profit (loss)	26,805	30,030
Additions to long-lived assets	50,388	40,729
Equity investment in investees	14,532	14,532	14,532
Total segment assets	$ 3,687,315	$ 3,726,471	$ 3,726,471

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Acadia Transactions (Details) (USD $) In Millions, unless otherwise specified	Apr. 29, 2011
APH [Member] | Acadia Unit 2 and Facilities [Member]
Significant Acquisitions and Disposals [Line Items]
Recognized gain on transaction	$ 62.0
Indemnification against third parties	10.9
Third parties' share of entity's liabilities (in hundredths)	50.00%
Net adjustment to equity income	26.2
Impairment of investment	45.9
Capitalized interest and other	19.7
Acadia Power Partners [Member] | Acadia Unit 2 and Facilities [Member]
Significant Acquisitions and Disposals [Line Items]
Proceeds from plant disposition	$ 298.8
Acadia Power Partners [Member] | APH [Member]
Significant Acquisitions and Disposals [Line Items]
Ownership interest received (in hundredths)	100.00%
Cajun [Member] | APH [Member]
Significant Acquisitions and Disposals [Line Items]
Ownership interest exchanged (in hundredths)	50.00%

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Income Taxes, Effective Tax Rate Reconciliation (Details)	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Effective Income Tax Rate [Line Items]
Effective Rate (in hundredths)	30.90%	29.60%
Cleco Power [Member]
Effective Income Tax Rate [Line Items]
Effective Rate (in hundredths)	35.10%	32.40%

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Recent Authoritative Guidance

3 Months Ended

Mar. 31, 2012

Recent Authoritative Guidance [Abstract]

Recent Authoritative Guidance

Note 2 — Recent Authoritative Guidance

The Registrants adopted, or will adopt, the recent authoritative guidance listed below on their respective effective dates.

In April 2011, FASB issued guidance to improve the accounting for repurchase agreements and other similar agreements. Specifically, this guidance modifies the criteria for determining when these transactions would be accounted for as financings as opposed to sales or purchases with commitments to repurchase or resale. The adoption of this guidance is effective in the first interim or annual period beginning on or after December 15, 2011. The adoption of this guidance did not have a material impact on the financial condition or results of operations of the Registrants.

In May 2011, FASB issued guidance on fair value measurements. This guidance results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between GAAP and IFRS (International Financial Reporting Standards). The adoption of this guidance is effective prospectively for interim and annual periods beginning after December 15, 2011. The adoption of this guidance did not have a material impact on the financial condition or results of operations of the Registrants.

In December 2011, FASB revised the disclosure requirements related to balance sheet offsetting. After the effective date, entities must disclose both the gross and net information about instruments and transactions eligible for offsetting on the balance sheet, including transactions under master netting agreements. The adoption of this revision is required for interim and annual periods beginning on or after January 1, 2013. The adoption of this revision will not have any effect on the financial condition or results of operations of the Registrants since it relates to disclosures.

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Subsequent Events (Details) (Cleco Power [Member], USD $) In Millions, unless otherwise specified		0 Months Ended
	Apr. 05, 2012 Cleco Powers Senior Notes 4.33% due 2027 [Member] Issuance of Debt [Member]	May 11, 2012 DeSoto Parish pollution control revenue bonds [Member] Redemption of Debt [Member]
Subsequent Event [Line Items]
Principal amount of debt	$ 50.0	$ 50.1
Interest rate (in hundredths)	4.33%	5.875%
Interest accrued		$ 0.6

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Fair Value Accounting, Effect of Derivatives on Consolidated Statements of Income (Details) (USD $)			3 Months Ended					3 Months Ended			12 Months Ended
	Mar. 31, 2012 MMBTU	Dec. 31, 2011 MMBTU	Mar. 31, 2012 Derivatives Not Designated As Hedging Instruments [Member]	Mar. 31, 2011 Derivatives Not Designated As Hedging Instruments [Member]	Mar. 31, 2012 Derivatives Not Designated As Hedging Instruments [Member] Fuel Cost Hedges [Member] Fuel Used For Electric Generation [Member]	Mar. 31, 2011 Derivatives Not Designated As Hedging Instruments [Member] Fuel Cost Hedges [Member] Fuel Used For Electric Generation [Member]	Dec. 31, 2011 Derivatives Not Designated As Hedging Instruments [Member] Fuel Cost Hedges [Member] Fuel Used For Electric Generation [Member]	Mar. 31, 2012 Derivatives Designated as Hedging Instruments [Member] Interest Rate Derivatives [Member]	Mar. 31, 2011 Derivatives Designated as Hedging Instruments [Member] Interest Rate Derivatives [Member]	Mar. 31, 2012 Cleco Power [Member]	Dec. 31, 2011 Cleco Power [Member]
Derivative, gain (loss) recognized in income [Abstract]
Amount of loss recognized in income on derivatives			$ (3,484,000)	$ (3,794,000)	$ (3,484,000)	$ (3,794,000)
Unrealized gains (losses)					(3,300,000)		(5,300,000)
Deferred gains (losses)					(1,700,000)		(1,200,000)
Amount of (loss) gain recognized in OCI								4,657,000	0
Amount of (loss) gain reclassified from accumulated OCI into income (effective portion)								1,000	89,000
Ineffectiveness related to regulatory asset								2,600,000
Cash flow hedge gain (loss) expected to be reclassed from accumulated OCI over the next 12 months								$ (400,000)
Natural gas requirements hedged [Abstract]
Millions MMBtus hedged for natural gas fuel costs	2,100,000	2,200,000
Estimated natural gas requirements covered (in hundredths)	3.00%	3.00%
Estimated natural gas requirements period (in years)										2 years	2 years

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Variable Interest Entities (Tables)

3 Months Ended

Mar. 31, 2012

Variable Interest Entities [Abstract]

Equity Method Investments - Summarized Financial Information

The following tables contain summarized financial information for Oxbow.

(THOUSANDS)	AT MARCH 31, 2012		AT DECEMBER 31, 2011
Current assets	$	1,641	$	1,711
Property, plant, and equipment, net	23,284		23,339
Other assets	4,255		4,128
Total assets	$	29,180	$	29,178
Current liabilities	$	42	$	40
Other liabilities	73		73
Partners’ capital	29,065		29,065
Total liabilities and partners’ capital	$	29,180	$	29,178

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012		2011
Operating revenue	$	381	$	205
Operating expenses	381		205
Income before taxes	$	—	$	—

The following table contains summarized financial information for Cajun prior to the disposition of Acadia Unit 2.

(THOUSANDS)	FOR THE THREE MONTHS ENDED MARCH 31, 2011
Operating revenue		$	5,177
Operating expenses		4,824
Other income		872
Income before taxes		$	1,225

Equity Income (Loss) from Investments Accounted for Using the Equity Method

The following table presents the equity income (loss) from each investment accounted for using the equity method.  

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012		2011
Cajun	$	—	$	612
Subsidiaries less than 100% owned by Cleco Innovations	1		(1		)
Total equity income	$	1	$	611

Components of Equity Investments

The following table presents the components of Cleco Power’s equity investment in Oxbow.

INCEPTION TO DATE (THOUSANDS)	AT MARCH 31, 2012		AT DECEMBER 31, 2011
Purchase price	$	12,873	$	12,873
Cash contributions	1,659		1,659
Total equity investment in investee	$	14,532	$	14,532

Comparison of Investee's Assets and Liabilities with Maximum Exposure to Loss

The following table compares the carrying amount of Oxbow’s assets and liabilities with Cleco’s maximum exposure to loss related to its investment in Oxbow.

(THOUSANDS)	AT MARCH 31, 2012		AT DECEMBER 31, 2011
Oxbow’s net assets/liabilities	$	29,065	$	29,065
Cleco Power’s 50% equity	$	14,532	$	14,532
Cleco’s maximum exposure to loss	$	14,532	$	14,532

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Disclosures about Segments (Tables)

3 Months Ended

Mar. 31, 2012

Segment Reporting [Abstract]

Segment Information

SEGMENT INFORMATION FOR THE THREE MONTHS ENDED MARCH 31,
2012 (THOUSANDS)	CLECO POWER		MIDSTREAM			RECONCILING ITEMS			ELIMINATIONS			CONSOLIDATED
Revenue
Electric operations	$	209,590	$	—		$	—		$	—		$	209,590
Tolling operations	—		1,234			—			(1,234		)	—
Other operations	10,448		1			497			—			10,946
Electric customer credits	2,237		—			—			—			2,237
Affiliate revenue	345		—			11,607			(11,952		)	—
Operating revenue, net	$	222,620	$	1,235		$	12,104		$	(13,186	)	$	222,773
Depreciation	$	29,410	$	1,532		$	224		$	1		$	31,167
Interest charges	$	18,486	$	1,471		$	619		$	48		$	20,624
Interest income	$	30	$	—		$	(44	)	$	48		$	34
Equity income from investees, before tax	$	—	$	—		$	1		$	—		$	1
Federal and state income tax expense (benefit)	$	14,507	$	739		$	(1,835	)	$	(1	)	$	13,410
Segment profit	$	26,805	$	1,090		$	2,136		$	—		$	30,031
Additions to long-lived assets	$	50,388	$	(3,802	)	$	387		$	—		$	46,973
Equity investment in investees	$	14,532	$	—		$	9		$	—		$	14,541
Total segment assets	$	3,687,315	$	229,096		$	212,387		$	(144,101	)	$	3,984,697

2011 (THOUSANDS)	CLECO POWER			MIDSTREAM			RECONCILING ITEMS			ELIMINATIONS			CONSOLIDATED
Revenue
Electric operations	$	238,468		$	—		$	—		$	—		$	238,468
Tolling operations	—			2,781			—			—			2,781
Other operations	12,243			1			485			(1		)	12,728
Electric customer credits	(434		)	—			—			—			(434		)
Affiliate revenue	346			33			11,021			(11,253		)	$	147
Operating revenue, net	$	250,623		$	2,815		$	11,506		$	(11,254	)	$	253,690
Depreciation	$	27,401		$	1,456		$	241		$	—		$	29,098
Interest charges	$	24,402		$	583		$	1,567		$	62		$	26,614
Interest income	$	113		$	1		$	(60	)	$	61		$	115
Equity income (loss) from investees, before tax	$	—		$	612		$	(1	)	$	—		$	611
Federal and state income tax expense (benefit)	$	14,400		$	(683	)	$	(1,522	)	$	—		$	12,195
Segment profit (loss) (1)	$	30,030		$	(1,097	)	$	83		$	—		$	29,016
Additions to long-lived assets	$	40,729		$	1,006		$	60		$	—		$	41,795
Equity investment in investees (2)	$	14,532		$	—		$	8		$	—		$	14,540
Total segment assets (2)	$	3,726,471		$	233,666		$	201,074		$	(111,009	)	$	4,050,202
(1) Reconciliation of segment profit to consolidated profit:	Segment profit									$	29,016
(2) Balances as of December 31, 2011	Unallocated items:
	Preferred dividends requirements									12
	Net income applicable to common stock									$	29,004

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Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees Litigation (Details) (USD $)	0 Months Ended	12 Months Ended
	Apr. 13, 2011 Discrimiation Complaint [Member] claim	Dec. 31, 2010 Discrimiation Complaint [Member] plaintiff	Dec. 31, 2009 Discrimiation Complaint [Member]	Sep. 30, 2011 Discrimiation Complaint [Member] plaintiff	Dec. 11, 2009 Discrimiation Complaint [Member] employee	Mar. 09, 2010 City of Opelousas Litigation [Member]	Mar. 31, 2012 Other Litigation Matters [Member]	Mar. 31, 2012 Cleco Power [Member]	Mar. 09, 2010 Cleco Power [Member] City of Opelousas Litigation [Member] resident claim	Mar. 09, 2010 Minimum [Member] Cleco Power [Member] City of Opelousas Litigation [Member]
Litigation [Abstract]
Number of current employees who filed complaint					8
Number of former employees who filed complaint					4
Minimum amount sought by plaintiffs			$ 35,000,000
Minimum amount sought by additional plaintiff		2,500,000
Number of plaintiffs		13
Number of claims settled and dismissed	1
Number of plaintiffs remaining				12
Number of class action law suits									2
Number of residents in first class action lawsuit						3
Amount owed as a result of alleged overcharges										30,000,000
Number of residents in second class action lawsuit									249
Fuel expenses included in audit								3,260,000,000
Cost disallowance in audit								400,000
Environmental expenses included in audit								2,400,000
Range of possible loss, maximum							7,000,000
Range of possible loss, minimum							$ 3,000,000

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Debt (Details) (USD $)	3 Months Ended
	Mar. 31, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
Short-term debt	$ 0	$ 0
Long-term outstanding	1,330,000,000	1,360,000,000
Long-term due within one year	13,500,000	24,300,000
Repayments of long-term debt	(28,100,000)
Capital lease payments	400,000
Debt premium amortizations	200,000
Maximum borrowing capacity		0
Cleco Power [Member]
Debt Instrument [Line Items]
Short-term debt	0	0
Long-term outstanding	1,330,000,000	1,350,000,000
Long-term due within one year	13,500,000	24,300,000
Repayments of long-term debt	(18,100,000)
Capital lease payments	400,000
Debt premium amortizations	200,000
Maximum borrowing capacity		0
Cleco Katrina/Ritas Storm Recovery Bonds [Member]
Debt Instrument [Line Items]
Scheduled payment	(6,700,000)
Cleco Katrina/Ritas Storm Recovery Bonds [Member] | Cleco Power [Member]
Debt Instrument [Line Items]
Scheduled payment	(6,700,000)
Cleco Corporation's credit facility draws [Member]
Debt Instrument [Line Items]
Decrease in credit facility	(10,000,000)
Bonds [Member] | Cleco Power's pollution control revenue bonds, 5.875%, due 2029, callable after September 1, 2009 [Member]
Debt Instrument [Line Items]
Interest rate (in hundredths)	5.875%
Repayments of long-term debt	(11,200,000)
Bonds [Member] | Cleco Power's pollution control revenue bonds, 5.875%, due 2029, callable after September 1, 2009 [Member] | Cleco Power [Member]
Debt Instrument [Line Items]
Interest rate (in hundredths)	5.875%
Repayments of long-term debt	$ (11,200,000)

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Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees (Tables)

3 Months Ended

Mar. 31, 2012

Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees [Abstract]

Off-Balance Sheet Commitments

Cleco’s off-balance sheet commitments as of March 31, 2012, are summarized in the following table, and a discussion of the off-balance sheet commitments follows the table. The discussion should be read in conjunction with the table to understand the impact of the off-balance sheet commitments on Cleco’s financial condition.

	AT MARCH 31, 2012
(THOUSANDS)	FACE AMOUNT		REDUCTIONS		NET AMOUNT
Cleco Corporation
Guarantee issued to Entergy Mississippi on behalf of Attala	$	500	$	—	$	500
Guarantee issued to Tenaska Power Services on behalf of Cleco Evangeline	1,000		—		1,000
Cleco Power
Obligations under standby letter of credit issued to the Louisiana Department of Labor	3,725		—		3,725
Total	$	5,225	$	—	$	5,225

Expected Termination Dates of Off-Balance Sheet Commitments and On-Balance Sheet Guarantees

The following table summarizes the expected termination dates of the off-balance sheet commitments and on-balance sheet guarantees discussed above:

							AT MARCH 31, 2012
			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	$	5,225	$	4,725	$	—	$	—	$	500
On-balance sheet guarantees	26,156		—		22,150		—		4,006
Total	$	31,381	$	4,725	$	22,150	$	—	$	4,506

Future Equity Contributions

The following table reflects remaining future equity contributions.

(THOUSANDS)	CONTRIBUTION
Nine months ending December 31, 2012	$	58,089
Years ending December 31,
2013	36,225
2014	22,927
2015	21,904
2016	7,584
Thereafter	13,224
Total	$	159,953

Equity Investments with an Imputed Interest Rate

The following table contains the disclosures required by the authoritative guidelines for equity investments with an imputed interest rate.

(THOUSANDS)
Equity contributions, imputed interest rate 6%
Principal payment schedule above:	$	159,953
Less:  unamortized discount	17,195
Total	$	142,758

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Summary of Significant Accounting Policies, Property, Plant and Equipment (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Accounting Policies [Abstract]
Regulated utility plants	$ 3,768,322	$ 3,759,541
Other	266,764	264,114
Property, plant and equipment	4,035,086	4,023,655
Accumulated depreciation	(1,252,575)	(1,230,783)
Net property, plant and equipment	$ 2,782,511	$ 2,792,872

XML

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2012

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 1 — Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying condensed consolidated financial statements of Cleco include the accounts of Cleco and its majority-owned subsidiaries after elimination of intercompany accounts and transactions.

Basis of Presentation

The condensed consolidated financial statements of Cleco Corporation and Cleco Power have been prepared pursuant to the rules and regulations of the SEC. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted; however, Cleco believes that the disclosures are adequate to make the information presented not misleading.

The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The unaudited financial information included in the condensed consolidated financial statements of Cleco Corporation and Cleco Power reflects all adjustments of a normal recurring nature which are, in the opinion of the management of Cleco Corporation and Cleco Power, necessary for a fair statement of the financial position and the results of operations for the interim periods. Information for interim periods is affected by seasonal variations in sales, rate changes, timing of fuel expense recovery, and other factors, and is not indicative necessarily of the results that may be expected for the full fiscal year. For more information on recent authoritative guidance and its effect on financial results, see Note 2 — “Recent Authoritative Guidance.”

Property, Plant, and Equipment

Property, plant, and equipment consist primarily of regulated utility generation and energy transmission assets. Regulated assets, utilized primarily for retail operations and electric transmission and distribution, are stated at the cost of construction, which includes certain materials, labor, payroll taxes and benefits, administrative and general costs, and the estimated cost of funds used during construction. Jointly owned assets are reflected in property, plant, and equipment at Cleco Power’s share of the cost to construct or purchase the assets.

Property, plant, and equipment consist of:

(THOUSANDS)	AT MARCH 31, 2012			AT DECEMBER 31, 2011
Regulated utility plants	$	3,768,322		$	3,759,541
Other	266,764			264,114
Total property, plant, and equipment	4,035,086			4,023,655
Accumulated depreciation	(1,252,575		)	(1,230,783		)
Net property, plant, and equipment	$	2,782,511		$	2,792,872

Restricted Cash

Various agreements to which Cleco is subject contain covenants that restrict its use of cash. As certain provisions under these agreements are met, cash is transferred out of related escrow accounts and becomes available for its intended purposes and/or general corporate purposes. Cleco’s restricted cash consisted of:  

(THOUSANDS)	AT MARCH 31, 2012		AT DECEMBER 31, 2011
Diversified Lands’ mitigation escrow	$	97	$	97
Cleco Katrina/Rita’s storm recovery bonds	3,320		8,761
Cleco Power’s future storm restoration costs	25,450		24,876
Cleco Power’s renewable energy grant	—		381
Cleco Power’s NOx allowance escrow	1,713		1,713
Total restricted cash	$	30,580	$	35,828

Cleco Katrina/Rita has the right to bill and collect storm restoration costs from Cleco Power’s customers. As cash is collected, it is restricted for payment of operating expenses, interest, and principal on storm recovery bonds. During the three months ended March 31, 2012, Cleco Katrina/Rita had collected $4.8 million net of operating expenses. In March 2012, Cleco Katrina/Rita used $6.7 million for scheduled storm recovery bond principal payments and $3.6 million for related interest.

Fair Value Measurements and Disclosures

Various accounting pronouncements require certain assets and liabilities to be measured at their fair values. Some assets and liabilities are required to be measured at their fair value each reporting period, while others are required to be measured only one time, generally the date of acquisition or debt issuance. Cleco and Cleco Power are required to disclose the fair value of certain assets and liabilities by one of three levels when required for recognition purposes under GAAP. Other financial assets and liabilities, such as long-term debt, are reported at their carrying values at their date of issuance on the condensed consolidated balance sheets with their fair values as of the balance sheet date disclosed within the three levels. For more information about fair value levels, see Note 4 — “Fair Value Accounting.”

Risk Management

Market risk inherent in Cleco Power’s market risk-sensitive instruments and positions includes potential changes arising from changes in interest rates and the commodity market prices of power and natural gas on different energy exchanges. Cleco’s Energy Market Risk Management Policy authorizes the use of various derivative instruments, including exchange traded futures and option contracts, forward purchase and sales contracts, and swap transactions to reduce exposure to fluctuations in the price of power and natural gas. Cleco applies the authoritative guidance as it relates to derivatives and hedging to determine whether the market risk-sensitive instruments and positions are required to be marked-to-market. Generally, Cleco Power’s market risk-sensitive instruments and positions qualify for the normal-purchase, normal-sale exception to mark-to-market accounting because Cleco Power takes physical delivery and the instruments and positions are used to satisfy customer requirements.

Cleco Power may enter into positions to mitigate the volatility in customer fuel costs. These positions are marked-to-market with the resulting gain or loss recorded on the balance sheet as a component of energy risk management assets or liabilities. Such gain or loss is deferred as a component of deferred fuel assets or liabilities. When these positions close, actual gains or losses will be included in the fuel adjustment clause and reflected on customers’ bills as a component of the fuel cost adjustment.

Cleco Power maintains margin accounts with commodity brokers used to partially fund the acquisition of natural gas futures, options, and swap contracts. These contracts/positions are used to mitigate the risks associated with the volatility in customer fuel costs noted above. The current and long-term portions of collateral are reported as a component of energy risk management assets or liabilities and other deferred credits, respectively.

Cleco and Cleco Power maintain a master netting agreement policy and monitor credit risk exposure through review of counterparty credit quality, counterparty credit exposure, and counterparty concentration levels. Cleco manages these risks by establishing appropriate credit and concentration limits on transactions with counterparties and by requiring contractual guarantees, cash deposits, or letters of credit from counterparties or their affiliates, as deemed necessary. Cleco Power has agreements in place with various counterparties that authorize the netting of financial buys and sells and contract payments to mitigate credit risk for transactions entered into for risk management purposes.

Cleco has entered into various contracts to mitigate the volatility in interest rate risk. These contracts include, but are not limited to, interest rate swaps and treasury rate locks. For these contracts in which Cleco is hedging the variability of cash flows related to forecasted transactions that qualify as cash flow hedges, the changes in the fair value of such derivative instruments are reported in other comprehensive income. To qualify for hedge accounting, the relationship between the hedging instrument and the hedged item must be documented to include the risk management objective and strategy, and, at inception and on an ongoing basis, the effectiveness of the hedge in offsetting the changes in the cash flows of the item being hedged. Gains or losses accumulated in other comprehensive income are reclassified as earnings in the periods in which earnings are affected by the variability of the cash flows of the hedged item. The ineffective portions of hedges will be recognized in current-period earnings unless management determines that it is probable that the costs will be recovered through the rate-making process. If management determines that it is probable that the costs will be recovered, then they will be recognized as a regulatory asset or liability and amortized to earnings over the life of the related debt. For those contracts in which Cleco is hedging the variability of cash flows related to forecasted transactions that do not qualify as cash flow hedges, the changes in the fair value of such derivative instruments will be recognized in current period earnings unless management determines that it is probable that the costs will be recovered through the rate-making process. If management determines that it is probable that the costs will be recovered, then they will be recognized as a regulatory asset or liability and amortized to earnings over the life of the related debt. For more information on the interest rate risk contracts, see Note 4 — “Fair Value Accounting — Interest Rate Derivatives.”

Reclassifications

Certain reclassifications have been made to the 2011 financial statements to conform them to the presentation used in the 2012 financial statements. These reclassifications had no effect on Cleco Corporation’s net income applicable to common stock or total common shareholders’ equity or Cleco Power’s net income or total member’s equity.

In 2011, the Registrants determined that an error existed in the statement of cash flow methodology for determining non-cash transactions related to property, plant, and equipment, specifically the dollar amount of property, plant, and equipment acquisitions included in accounts payable. This caused errors between the operating activities section and investing activities section for prior periods.

Cleco and Cleco Power’s Condensed Consolidated Statements of Cash Flows for the period ended March 31, 2011, were adjusted to correct the presentation of cashflows related to accruals for property, plant, and equipment. These corrections had no impact on the Registrants’ financial condition or results of operations. Management believes that these corrections did not have a material effect on the Registrants’ Condensed Consolidated Statements of Cash Flows. The corrections to the March 31, 2011 Condensed Consolidated Statements of Cash Flows are presented in the following table.

	CLECO						CLECO POWER
	FOR THE THREE MONTHS ENDED MARCH 31, 2011						FOR THE THREE MONTHS ENDED MARCH 31, 2011
(THOUSANDS)	AS REPORTED			AS ADJUSTED			AS REPORTED			AS ADJUSTED
Accounts receivable	$	5,042		$	(13,958	)	$	8,280		$	(10,720	)
Accounts payable	$	(31,823	)	$	(35,617	)	$	(31,202	)	$	(34,966	)
Retainage payable	$	1,004		$	(13	)	$	1,004		$	(13	)
Net cash provided by operating activities	$	26,111		$	2,302		$	29,081		$	5,299
Additions to property, plant, and equipment	$	(45,692	)	$	(21,883	)	$	(44,501	)	$	(20,720	)
Net cash used in investing activities	$	(43,346	)	$	(19,537	)	$	(32,737	)	$	(8,955	)
Net decrease in cash and cash equivalents	$	(53,937	)	$	(53,937	)	$	(60,472	)	$	(60,472	)
Cash and cash equivalents at the beginning of the period	$	191,128		$	191,128		$	184,912		$	184,912
Cash and cash equivalents at the end of the period	$	137,191		$	137,191		$	124,440		$	124,440
Accrued additions to property, plant, and equipment	$	17,155		$	23,245		$	17,233		$	23,246

Earnings per Average Common Share

The following table shows the calculation of basic and diluted earnings per share.

						FOR THE THREE MONTHS ENDED MARCH 31,
				2012					2011
(THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)	INCOME		SHARES	PER SHARE AMOUNT		INCOME		SHARES	PER SHARE AMOUNT
Income from continuing operations	$	30,031				$	29,016
Deduct:  non-participating stock dividends (4.5% preferred stock)	—					12
Basic net income applicable to common stock	$	30,031	60,372,567	$	0.50	$	29,004	60,576,004	$	0.48
Effect of dilutive securities
Add:  stock option grants			13,097					22,701
Add:  restricted stock (LTICP)			213,311					306,162
Diluted net income applicable to common stock	$	30,031	60,598,975	$	0.50	$	29,004	60,904,867	$	0.48

Stock option grants are excluded from the computation of diluted earnings per share if the exercise price is higher than the average market price. There were no stock option grants excluded from the computation of diluted earnings per share for the three months ended March 31, 2012, and 2011, due to the average market price being higher than the exercise prices of the stock options.

Stock-Based Compensation

At March 31, 2012, Cleco had two stock-based compensation plans: the ESPP and the LTICP. Substantially all employees, excluding officers and general managers, may choose to participate in the ESPP and purchase a limited amount of common stock at a discount through a stock option agreement. Options or restricted shares of stock, known as non-vested stock as defined by the authoritative guidance on stock-based compensation, common stock equivalents, and stock appreciation rights may be granted to certain officers, key employees, or directors of Cleco Corporation and its subsidiaries pursuant to the LTICP.

On January 27, 2012, Cleco granted 137,175 shares of non-vested stock to certain officers, key employees, and directors of Cleco Corporation and its subsidiaries pursuant to the LTICP. On March 17, 2012, Cleco granted an additional 3,011 shares of non-vested stock to certain key employees of Cleco Corporation and its subsidiaries pursuant to the LTICP.

Cleco and Cleco Power reported pre-tax compensation expense for their share-based compensation plans as shown in the following table:

	CLECO CORPORATION				CLECO POWER
	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012		2011		2012		2011
Equity classification
Non-vested stock	$	1,055	$	1,151	$	214	$	322
Stock options	5		13		—		—
Total equity classification	$	1,060	$	1,164	$	214	$	322
Liability classification
Common stock equivalent units	$	188	$	1,194	$	83	$	431
Total pre-tax compensation expense	$	1,248	$	2,358	$	297	$	753
Tax benefit (excluding income tax gross-up)	$	480	$	907	$	114	$	290

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Summary of Significant Accounting Policies, Restricted Cash (Details) (USD $)	3 Months Ended
	Mar. 31, 2012	Dec. 31, 2011
Restricted Cash [Abstract]
Restricted cash	$ 30,580,000	$ 35,828,000
Diversified Lands Mitigation Escrow Agreement [Member]
Restricted Cash [Abstract]
Restricted cash	97,000	97,000
Katrina/Rita Bond Payments [Member]
Restricted Cash [Abstract]
Restricted cash	3,320,000	8,761,000
Collection net of operating expenses	4,800,000
Bond principal payments	6,700,000
Bond interest payments	3,600,000
Future Storm Restoration Costs [Member]
Restricted Cash [Abstract]
Restricted cash	25,450,000	24,876,000
Renewable Energy Grant [Member]
Restricted Cash [Abstract]
Restricted cash	0	381,000
Nox Allowance Escrow [Member]
Restricted Cash [Abstract]
Restricted cash	$ 1,713,000	$ 1,713,000

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Fair Value Accounting, Derivatives (Details) (Cleco Power [Member], Forward Starting Interest Rate Swap [Member], USD $)	0 Months Ended	3 Months Ended
	Nov. 14, 2011	Mar. 31, 2012
Cleco Power [Member] | Forward Starting Interest Rate Swap [Member]
Interest rate cash flow hedge [Abstract]
Notional amount	$ 50,000,000
Rate basis	spot 30-year all-in swap
Fixed iterest rate	3.05%
Amount of original notional amount issuance delayed	50,000,000
Unrealized mark-to-market loss in other comprehensive income		4,700,000
Interest rate risk management asset		$ 1,300,000

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Electric Customer Credits (Details) (USD $)	12 Months Ended
	Jun. 30, 2011	Mar. 31, 2012	Dec. 31, 2011	Feb. 12, 2010
Provision for rate refund		$ 6,977,000	$ 7,323,000
Cleco Power [Member]
Target return on equity allowed by FRP (in hundredths)				10.70%
Percentage of retail earnings within range to be returned to customers (in hundredths)				60.00%
Return on equity for customer credit, low range (in hundredths)				11.30%
Return on equity for customer credit, high range (in hundredths)				12.30%
Total customer credits	5,100,000
Provision for rate refund		$ 6,977,000	$ 7,323,000

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Consolidated Statements of Income (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Operating revenue
Electric operations	$ 209,590	$ 238,468
Tolling operations	0	2,781
Other operations	10,946	12,728
Affiliate revenue	0	147
Gross operating revenue	220,536	254,124
Electric customer credits	2,237	(434)
Operating revenue, net	222,773	253,690
Operating expenses
Fuel used for electric generation	73,064	96,968
Power purchased for utility customers	8,637	9,048
Other operations	27,700	27,063
Maintenance	17,235	16,809
Depreciation	31,167	29,098
Taxes other than income taxes	10,030	9,460
Gain (loss) on sales of assets	(33)	10
Total operating expenses	167,800	188,456
Operating income	54,973	65,234
Interest income	34	115
Allowance for other funds used during construction	1,017	1,978
Equity income (loss) from investees, before tax	1	611
Other income	9,375	1,205
Other expense	(1,335)	(1,318)
Interest charges
Interest charges, including amortization of debt expenses, premium and discount, net	20,968	27,328
Allowance for borrowed funds used during construction	(344)	(714)
Total interest charges	20,624	26,614
Income before income taxes	43,441	41,211
Federal and state income tax expense	13,410	12,195
Net income	30,031	29,016
Preferred dividends requirements	0	12
Net income applicable to common stock	30,031	29,004
Average shares of common stock outstanding
Average number of basic common shares outstanding (in shares)	60,372,567	60,576,004
Average number of diluted common shares outstanding (in shares)	60,598,975	60,904,867
Basic earnings per share
Net income applicable to common stock (in dollars per share)	$ 0.50	$ 0.48
Diluted earnings per share
Net income applicable to common stock (in dollars per share)	$ 0.50	$ 0.48
Cash dividends paid per share of common stock (in dollars per share)	$ 0.3125	$ 0.25
Cleco Power [Member]
Operating revenue
Electric operations	209,590	238,468
Tolling operations	0	0
Other operations	10,448	12,243
Affiliate revenue	345	346
Gross operating revenue	220,383	251,057
Electric customer credits	2,237	(434)
Operating revenue, net	222,620	250,623
Operating expenses
Fuel used for electric generation	73,064	96,968
Power purchased for utility customers	9,871	9,048
Other operations	26,343	25,387
Maintenance	16,014	15,613
Depreciation	29,410	27,401
Taxes other than income taxes	8,932	8,388
Gain (loss) on sales of assets	0	(1)
Total operating expenses	163,634	182,804
Operating income	58,986	67,819
Interest income	30	113
Allowance for other funds used during construction	1,017	1,978
Equity income (loss) from investees, before tax	0	0
Other income	1,096	211
Other expense	(1,331)	(1,289)
Interest charges
Interest charges, including amortization of debt expenses, premium and discount, net	18,830	25,116
Allowance for borrowed funds used during construction	(344)	(714)
Total interest charges	18,486	24,402
Income before income taxes	41,312	44,430
Federal and state income tax expense	14,507	14,400
Net income	$ 26,805	$ 30,030

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Pension Plan and Employee Benefits (Details) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Dec. 31, 2011
Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
General information	Benefits under the plan reflect an employee’s years of service, age at retirement, and highest total average compensation for any consecutive five calendar years during the last 10 years of employment with Cleco.
Components of periodic benefit costs
Service cost	$ 2,149,000	$ 2,052,000
Interest cost	4,430,000	4,392,000
Expected return on plan assets	(5,194,000)	(5,512,000)
Transition obligation	0	0
Prior period service cost	(18,000)	(18,000)
Net loss	1,783,000	1,403,000
Net periodic benefit cost	3,150,000	2,317,000
Discretionary contributions to the pension plan	0		60,000,000
Pension Benefits [Member] | Other Subsidiaries [Member]
Components of periodic benefit costs
Net periodic benefit cost	500,000	500,000
Other Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
General information	Cleco’s retirees and their dependents are eligible to receive medical, dental, vision, and life insurance benefits (other benefits).
Components of periodic benefit costs
Service cost	397,000	379,000
Interest cost	476,000	460,000
Expected return on plan assets	0	0
Transition obligation	5,000	5,000
Prior period service cost	0	(52,000)
Net loss	200,000	257,000
Net periodic benefit cost	1,078,000	1,049,000
Current portion of other benefits liability	3,100,000		3,100,000
Other Benefits [Member] | Cleco Power [Member]
Components of periodic benefit costs
Net periodic benefit cost	900,000	900,000
Current portion of other benefits liability	2,900,000		2,900,000
SERP Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
General information	Benefits under the plan reflect an employee’s years of service, age at retirement, and the sum of the highest base salary paid out of the last five calendar years and the average of the three highest bonuses paid during the 60 months prior to retirement, reduced by benefits received from any other defined benefit pension plan, SERP Plan, or Cleco contributions under the enhanced 401(k) Plan to the extent such contributions exceed the limits of the 401(k) Plan.
Components of periodic benefit costs
Service cost	1,001,000	450,000
Interest cost	574,000	525,000
Prior period service cost	14,000	14,000
Net loss	309,000	262,000
Net periodic benefit cost	1,898,000	1,251,000
Curent portion of SERP liability	2,600,000		2,200,000
SERP Benefits [Member] | Cleco Power [Member]
Components of periodic benefit costs
Net periodic benefit cost	300,000	300,000
Curent portion of SERP liability	800,000		800,000
Prior Plan Year [Member] | Pension Benefits [Member]
Components of periodic benefit costs
Contributions designated for prior plan year			40,100,000
Current Plan Year [Member] | Pension Benefits [Member]
Components of periodic benefit costs
Contributions designated for current plan year			$ 19,900,000

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Current assets
Customer accounts receivable, allowance for doubtful accounts	$ 903	$ 1,128
Other accounts receivable, allowance for doubtful accounts	26	8
Shareholders' equity
Common stock, par value (in dollars per share)	$ 1	$ 1
Common stock, authorized (in shares)	100,000,000	100,000,000
Common stock, issued (in shares)	60,872,583	60,702,342
Common stock, outstanding (in shares)	60,462,665	60,291,939
Treasury stock, at cost (in shares)	409,918	410,403
Cleco Power [Member]
Current assets
Customer accounts receivable, allowance for doubtful accounts	903	1,128
Other accounts receivable, allowance for doubtful accounts	$ 26	$ 8

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Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees Operating Lease, and New Markets Tax Credits (Details) (USD $)	3 Months Ended
	Mar. 31, 2012	Aug. 31, 2008
New Markets Tax Credits [Abstract]
Membership interest in U.S Bank New Markets Tax Credit Fund (in hundredths)		99.90%
Equity contributions to be made to the Fund	$ 286,300,000
Net tax benefits to be received from the Fund	304,600,000
Difference between equity contributions and total benefits received will be recognized over the life of the Fund as net tax benefits	18,300,000
Future equity contributions [Abstract]
Nine months ending December 31, 2012	58,089,000
2013	36,225,000
2014	22,927,000
2015	21,904,000
2016	7,584,000
Thereafter	13,224,000
Total	159,953,000
Equity contributions to be paid in twelve months	66,500,000
Equity contributions with an imputed interest rate [Abstract]
Principal payment schedule above:	159,953,000
Less: unamortized discount	17,195,000
Total	142,758,000
Tax benefits in excess of capital contributions	85,500,000
Tax benefits not utilized	$ 64,800,000
Period over which gross investment amortization expense is recognized	10 years
Remaining period of recognition of gross investment amortization expense	5 years

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Summary of Significant Accounting Policies Summary of Significant Accounting Policies, Stock-Based Compensation (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended																0 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012 Non-vested Stock [Member]	Mar. 31, 2011 Non-vested Stock [Member]	Mar. 31, 2012 Stock Options [Member]	Mar. 31, 2011 Stock Options [Member]	Mar. 31, 2012 Equity Classification [Member]	Mar. 31, 2011 Equity Classification [Member]	Mar. 31, 2012 Cleco Power [Member]	Mar. 31, 2011 Cleco Power [Member]	Mar. 31, 2012 Cleco Power [Member] Non-vested Stock [Member]	Mar. 31, 2011 Cleco Power [Member] Non-vested Stock [Member]	Mar. 31, 2012 Cleco Power [Member] Stock Options [Member]	Mar. 31, 2011 Cleco Power [Member] Stock Options [Member]	Mar. 31, 2012 Cleco Power [Member] Equity Classification [Member]	Mar. 31, 2011 Cleco Power [Member] Equity Classification [Member]	Jan. 27, 2012 Certain Officers, Key Employees, and Directors [Member] Non-vested Stock [Member]	Mar. 17, 2012 Certain Officers [Member] Non-vested Stock [Member]
Stock-Based Compensation [Line Items]
Number of shares granted																	137,175	3,011
Share-based compensation expense	$ 1,248	$ 2,358	$ 1,055	$ 1,151	$ 5	$ 13	$ 1,060	$ 1,164	$ 297	$ 753	$ 214	$ 322	$ 0	$ 0	$ 214	$ 322
Common stock equivalent units	188	1,194							83	431
Tax benefit (excluding income tax gross-up)	$ 480	$ 907							$ 114	$ 290

XML

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2012

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation

The accompanying condensed consolidated financial statements of Cleco include the accounts of Cleco and its majority-owned subsidiaries after elimination of intercompany accounts and transactions.

Property, Plant and Equipment

Property, Plant, and Equipment

Property, plant, and equipment consist primarily of regulated utility generation and energy transmission assets. Regulated assets, utilized primarily for retail operations and electric transmission and distribution, are stated at the cost of construction, which includes certain materials, labor, payroll taxes and benefits, administrative and general costs, and the estimated cost of funds used during construction. Jointly owned assets are reflected in property, plant, and equipment at Cleco Power’s share of the cost to construct or purchase the assets.

Property, plant, and equipment consist of:

(THOUSANDS)	AT MARCH 31, 2012			AT DECEMBER 31, 2011
Regulated utility plants	$	3,768,322		$	3,759,541
Other	266,764			264,114
Total property, plant, and equipment	4,035,086			4,023,655
Accumulated depreciation	(1,252,575		)	(1,230,783		)
Net property, plant, and equipment	$	2,782,511		$	2,792,872

Restricted Cash

Restricted Cash

Various agreements to which Cleco is subject contain covenants that restrict its use of cash. As certain provisions under these agreements are met, cash is transferred out of related escrow accounts and becomes available for its intended purposes and/or general corporate purposes. Cleco’s restricted cash consisted of:  

(THOUSANDS)	AT MARCH 31, 2012		AT DECEMBER 31, 2011
Diversified Lands’ mitigation escrow	$	97	$	97
Cleco Katrina/Rita’s storm recovery bonds	3,320		8,761
Cleco Power’s future storm restoration costs	25,450		24,876
Cleco Power’s renewable energy grant	—		381
Cleco Power’s NOx allowance escrow	1,713		1,713
Total restricted cash	$	30,580	$	35,828

Cleco Katrina/Rita has the right to bill and collect storm restoration costs from Cleco Power’s customers. As cash is collected, it is restricted for payment of operating expenses, interest, and principal on storm recovery bonds. During the three months ended March 31, 2012, Cleco Katrina/Rita had collected $4.8 million net of operating expenses. In March 2012, Cleco Katrina/Rita used $6.7 million for scheduled storm recovery bond principal payments and $3.6 million for related interest.

Fair Value, Transfers

Fair Value Measurements and Disclosures

Various accounting pronouncements require certain assets and liabilities to be measured at their fair values. Some assets and liabilities are required to be measured at their fair value each reporting period, while others are required to be measured only one time, generally the date of acquisition or debt issuance. Cleco and Cleco Power are required to disclose the fair value of certain assets and liabilities by one of three levels when required for recognition purposes under GAAP. Other financial assets and liabilities, such as long-term debt, are reported at their carrying values at their date of issuance on the condensed consolidated balance sheets with their fair values as of the balance sheet date disclosed within the three levels. For more information about fair value levels, see Note 4 — “Fair Value Accounting.”

Risk Management

Risk Management

Market risk inherent in Cleco Power’s market risk-sensitive instruments and positions includes potential changes arising from changes in interest rates and the commodity market prices of power and natural gas on different energy exchanges. Cleco’s Energy Market Risk Management Policy authorizes the use of various derivative instruments, including exchange traded futures and option contracts, forward purchase and sales contracts, and swap transactions to reduce exposure to fluctuations in the price of power and natural gas. Cleco applies the authoritative guidance as it relates to derivatives and hedging to determine whether the market risk-sensitive instruments and positions are required to be marked-to-market. Generally, Cleco Power’s market risk-sensitive instruments and positions qualify for the normal-purchase, normal-sale exception to mark-to-market accounting because Cleco Power takes physical delivery and the instruments and positions are used to satisfy customer requirements.

Cleco Power may enter into positions to mitigate the volatility in customer fuel costs. These positions are marked-to-market with the resulting gain or loss recorded on the balance sheet as a component of energy risk management assets or liabilities. Such gain or loss is deferred as a component of deferred fuel assets or liabilities. When these positions close, actual gains or losses will be included in the fuel adjustment clause and reflected on customers’ bills as a component of the fuel cost adjustment.

Cleco Power maintains margin accounts with commodity brokers used to partially fund the acquisition of natural gas futures, options, and swap contracts. These contracts/positions are used to mitigate the risks associated with the volatility in customer fuel costs noted above. The current and long-term portions of collateral are reported as a component of energy risk management assets or liabilities and other deferred credits, respectively.

Cleco and Cleco Power maintain a master netting agreement policy and monitor credit risk exposure through review of counterparty credit quality, counterparty credit exposure, and counterparty concentration levels. Cleco manages these risks by establishing appropriate credit and concentration limits on transactions with counterparties and by requiring contractual guarantees, cash deposits, or letters of credit from counterparties or their affiliates, as deemed necessary. Cleco Power has agreements in place with various counterparties that authorize the netting of financial buys and sells and contract payments to mitigate credit risk for transactions entered into for risk management purposes.

Cleco has entered into various contracts to mitigate the volatility in interest rate risk. These contracts include, but are not limited to, interest rate swaps and treasury rate locks. For these contracts in which Cleco is hedging the variability of cash flows related to forecasted transactions that qualify as cash flow hedges, the changes in the fair value of such derivative instruments are reported in other comprehensive income. To qualify for hedge accounting, the relationship between the hedging instrument and the hedged item must be documented to include the risk management objective and strategy, and, at inception and on an ongoing basis, the effectiveness of the hedge in offsetting the changes in the cash flows of the item being hedged. Gains or losses accumulated in other comprehensive income are reclassified as earnings in the periods in which earnings are affected by the variability of the cash flows of the hedged item. The ineffective portions of hedges will be recognized in current-period earnings unless management determines that it is probable that the costs will be recovered through the rate-making process. If management determines that it is probable that the costs will be recovered, then they will be recognized as a regulatory asset or liability and amortized to earnings over the life of the related debt. For those contracts in which Cleco is hedging the variability of cash flows related to forecasted transactions that do not qualify as cash flow hedges, the changes in the fair value of such derivative instruments will be recognized in current period earnings unless management determines that it is probable that the costs will be recovered through the rate-making process. If management determines that it is probable that the costs will be recovered, then they will be recognized as a regulatory asset or liability and amortized to earnings over the life of the related debt. For more information on the interest rate risk contracts, see Note 4 — “Fair Value Accounting — Interest Rate Derivatives.”

Stock-Based Compensation

Stock-Based Compensation

At March 31, 2012, Cleco had two stock-based compensation plans: the ESPP and the LTICP. Substantially all employees, excluding officers and general managers, may choose to participate in the ESPP and purchase a limited amount of common stock at a discount through a stock option agreement. Options or restricted shares of stock, known as non-vested stock as defined by the authoritative guidance on stock-based compensation, common stock equivalents, and stock appreciation rights may be granted to certain officers, key employees, or directors of Cleco Corporation and its subsidiaries pursuant to the LTICP.

On January 27, 2012, Cleco granted 137,175 shares of non-vested stock to certain officers, key employees, and directors of Cleco Corporation and its subsidiaries pursuant to the LTICP. On March 17, 2012, Cleco granted an additional 3,011 shares of non-vested stock to certain key employees of Cleco Corporation and its subsidiaries pursuant to the LTICP.

Cleco and Cleco Power reported pre-tax compensation expense for their share-based compensation plans as shown in the following table:

	CLECO CORPORATION				CLECO POWER
	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012		2011		2012		2011
Equity classification
Non-vested stock	$	1,055	$	1,151	$	214	$	322
Stock options	5		13		—		—
Total equity classification	$	1,060	$	1,164	$	214	$	322
Liability classification
Common stock equivalent units	$	188	$	1,194	$	83	$	431
Total pre-tax compensation expense	$	1,248	$	2,358	$	297	$	753
Tax benefit (excluding income tax gross-up)	$	480	$	907	$	114	$	290

XML

Regulatory Assets and Liabilities, Summary of Regulatory Assets and Liabilities (Details) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets and liabilities - deferred taxes, net	$ 215,793,000	$ 214,421,000
Cleco Power [Member]
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Total regulatory assets, net	455,162,000	458,707,000
Regulatory assets and liabilities - deferred taxes, net	215,793,000	214,421,000
Cleco Power [Member] | Deferred mining costs [Member]
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	18,480,000	19,117,000
Cleco Power [Member] | Deferred interest costs [Member]
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	6,575,000	6,667,000
Cleco Power [Member] | Deferred asset removal costs [Member]
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	818,000	829,000
Cleco Power [Member] | Deferred postretirement plan costs [Member]
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	130,790,000	132,556,000
Cleco Power [Member] | Deferred tree trimming costs [Member]
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	7,693,000	8,371,000
Cleco Power [Member] | Deferred training costs [Member]
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	7,447,000	7,486,000
Cleco Power [Member] | Deferred storm surcredits, net [Member]
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	6,481,000	9,254,000
Cleco Power [Member] | Deferred construction carrying costs - asset [Member]
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	9,395,000	10,883,000
Cleco Power [Member] | Lignite mining agreement contingency [Member]
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	3,781,000	3,781,000
Cleco Power [Member] | AFUDC equity gross-up [Member]
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	74,125,000	74,346,000
Cleco Power [Member] | Deferred rate case costs [Member]
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	983,000	1,117,000
Cleco Power [Member] | Deferred Acadia Unit 1 acquisition costs [Member]
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	2,945,000	2,971,000
Cleco Power [Member] | Deferred IRP/RFP costs [Member]
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	391,000	508,000
Cleco Power [Member] | Deferred AMI pilot costs [Member]
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	120,000	153,000
Cleco Power [Member] | Deferred Financing costs [Member]
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	6,944,000	4,433,000
Cleco Power [Member] | Biomass costs [Member]
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	151,000	0
Cleco Power [Member] | Total regulatory assets - other [Member]
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	277,119,000	282,472,000
Cleco Power [Member] | Deferred construction carrying costs - liability [Member]
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory liabilities	(31,552,000)	(40,322,000)
Amount of construction carrying costs returned to customers	134,900,000
Cleco Power [Member] | Deferred fuel and purchased power [Member]
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets		2,136,000
Regulatory liabilities	$ (6,198,000)

XML

Regulatory Assets and Liabilities (Tables)

3 Months Ended

Mar. 31, 2012

Regulatory Assets and Liabilities Disclosure [Abstract]

Regulatory Assets and Liabilities

The following table summarizes Cleco Power’s regulatory assets and liabilities at March 31, 2012, and December 31, 2011:

	AT MARCH 31,			AT DECEMBER 31,
(THOUSANDS)	2012			2011
Regulatory assets – deferred taxes, net	$	215,793		$	214,421
Mining costs	$	18,480		$	19,117
Interest costs	6,575			6,667
Asset removal costs	818			829
Postretirement plan costs	130,790			132,556
Tree trimming costs	7,693			8,371
Training costs	7,447			7,486
Storm surcredits, net	6,481			9,254
Construction carrying costs	9,395			10,883
Lignite mining agreement contingency	3,781			3,781
AFUDC equity gross-up	74,125			74,346
Rate case costs	983			1,117
Acadia Unit 1 acquisition costs	2,945			2,971
IRP/RFP costs	391			508
AMI pilot costs	120			153
Financing costs	6,944			4,433
Biomass costs	151			—
Total regulatory assets – other	$	277,119		$	282,472
Construction carrying costs	(31,552		)	(40,322		)
Fuel and purchased power	(6,198		)	2,136
Total regulatory assets, net	$	455,162		$	458,707

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Operating activities
Net income	$ 30,031	$ 29,016
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	38,445	47,662
Income from equity investments	(1)	(611)
Unearned compensation expense	1,329	2,487
Allowance for other funds used during construction	(1,017)	(1,978)
Net deferred income taxes	889	(13,144)
Deferred fuel costs	7,433	3,030
Cash surrender value of company-/trust-owned life insurance	(1,806)	(1,141)
Changes in assets and liabilities:
Accounts receivable	6,253	(13,958)
Unbilled revenue	4,302	12,269
Fuel, materials and supplies inventory	(4,187)	23,920
Prepayments	1,820	2,520
Accounts payable	(53,174)	(35,617)
Customer deposits	2,952	3,205
Postretirement benefit obligations	2,831	(58,370)
Regulatory assets and liabilities, net	(4,436)	(12,266)
Other deferred accounts	(5,835)	2,313
Taxes accrued	12,112	2,958
Interest accrued	4,511	12,555
Energy risk management assets and liabilities, net	(174)	749
Other operating	(905)	(3,297)
Net cash provided by operating activities	41,373	2,302
Investing activities
Additions to property, plant, and equipment	(39,380)	(21,883)
Allowance for other funds used during construction	1,017	1,978
Return of equity investment in tax credit fund	10,215	0
Contributions to tax credit fund	(18,540)	(9,239)
Transfer of cash from restricted accounts	5,248	9,391
Other investing	615	216
Net cash provided by (used in) investing activities	(40,825)	(19,537)
Financing activities
Payments on credit facility	(10,000)	(15,000)
Retirement of long-term debt	(17,847)	(6,283)
Dividends paid on preferred stock	0	(12)
Dividends paid on common stock	(18,905)	(15,171)
Other financing	(123)	(236)
Net cash (used in) provided by financing activities	(46,875)	(36,702)
Net (decrease) increase in cash and cash equivalents	(46,327)	(53,937)
Cash and cash equivalents at beginning of period	93,576	191,128
Cash and cash equivalents at end of period	47,249	137,191
Supplementary cash flow information
Interest paid (net of amount capitalized)	8,251	9,619
Income taxes paid (refunded), net	6	11,068
Supplementary non-cash investing and financing activities
Accrued additions to property, plant, and equipment	6,974	23,245
Non-cash additions to property, plant, and equipment	619	124
Issuance of treasury stock - LTICP	16	23
Issuance of common stock - LTICP/ESPP	86	77
Cleco Power [Member]
Operating activities
Net income	26,805	30,030
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	33,049	31,082
Income from equity investments	0	0
Unearned compensation expense	297	753
Allowance for other funds used during construction	(1,017)	(1,978)
Net deferred income taxes	14,052	4,326
Deferred fuel costs	7,433	3,030
Cash surrender value of company-/trust-owned life insurance	(107)	11
Changes in assets and liabilities:
Accounts receivable	5,767	(10,720)
Accounts and notes receivable, affiliate	286	(725)
Unbilled revenue	4,302	12,269
Fuel, materials and supplies inventory	(4,105)	24,038
Prepayments	1,085	1,927
Accounts payable	(43,623)	(34,966)
Accounts and notes payable, affiliate	11,055	9,032
Customer deposits	2,952	3,205
Postretirement benefit obligations	1,673	(58,893)
Regulatory assets and liabilities, net	(4,436)	(12,266)
Other deferred accounts	(8,747)	1,379
Taxes accrued	(2,171)	(9,080)
Interest accrued	5,330	12,833
Energy risk management assets and liabilities, net	(174)	749
Other operating	(2,193)	(737)
Net cash provided by operating activities	47,513	5,299
Investing activities
Additions to property, plant, and equipment	(38,507)	(20,720)
Allowance for other funds used during construction	1,017	1,978
Transfer of cash from restricted accounts	5,248	9,391
Other investing	1,483	396
Net cash provided by (used in) investing activities	(30,759)	(8,955)
Financing activities
Retirement of long-term debt	(17,847)	(6,283)
Distribution to parent	(30,000)	(50,000)
Other financing	(480)	(533)
Net cash (used in) provided by financing activities	(48,327)	(56,816)
Net (decrease) increase in cash and cash equivalents	(31,573)	(60,472)
Cash and cash equivalents at beginning of period	67,458	184,912
Cash and cash equivalents at end of period	35,885	124,440
Supplementary cash flow information
Interest paid (net of amount capitalized)	8,180	8,481
Income taxes paid (refunded), net	0	(229)
Supplementary non-cash investing and financing activities
Accrued additions to property, plant, and equipment	11,262	23,246
Non-cash additions to property, plant, and equipment	$ 619	$ 124

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Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Net income	$ 30,031	$ 29,016
Other comprehensive loss, net of tax:
Amortization of postretirement benefit net loss (gain) (net of tax)	363	338
Cash flow hedges:
Net derivatives gain (net of tax)	2,865	0
Total other comprehensive loss, net of tax	4,798	283
Comprehensive income, net of tax	34,829	29,299
Interest Expense [Member]
Cash flow hedges:
Reclassification of net (gain) loss (net of tax)	(1)	(55)
Regulatory Asset [Member]
Cash flow hedges:
Reclassification of net (gain) loss (net of tax)	1,571	0
Cleco Power [Member]
Net income	26,805	30,030
Other comprehensive loss, net of tax:
Amortization of postretirement benefit net loss (gain) (net of tax)	204	186
Cash flow hedges:
Net derivatives gain (net of tax)	2,865	0
Total other comprehensive loss, net of tax	4,639	131
Comprehensive income, net of tax	31,444	30,161
Cleco Power [Member] | Interest Expense [Member]
Cash flow hedges:
Reclassification of net (gain) loss (net of tax)	(1)	(55)
Cleco Power [Member] | Regulatory Asset [Member]
Cash flow hedges:
Reclassification of net (gain) loss (net of tax)	$ 1,571	$ 0

XML

Variable Interest Entities

3 Months Ended

Mar. 31, 2012

Variable Interest Entities [Abstract]

Variable Interest Entities

Note 10 — Variable Interest Entities

Cleco reports its investments in VIEs in accordance with the authoritative guidance. Cleco and Cleco Power report the investment in Oxbow on the equity method of accounting. Under the equity method, the assets and liabilities of this entity are reported as equity investment in investees on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets. The revenue and expenses of this entity are netted and reported as equity income or loss from investees on Cleco and Cleco Power’s Condensed Consolidated Statements of Income.

Prior to April 30, 2011, Cleco Corporation also reported its investment in Cajun on the equity method of accounting. In conjunction with the disposition of Acadia Unit 2, APH received 100% ownership in Acadia in exchange for its 50% interest in Cajun, and Acadia became a consolidated subsidiary of APH.

Consolidated VIEs

Acadia

In October 2009, Acadia and Entergy Louisiana announced that definitive agreements had been executed whereby Entergy Louisiana would acquire Acadia Unit 2.  On April 29, 2011, Acadia completed its disposition of Acadia Unit 2 to Entergy Louisiana for $298.8 million. Following the disposition, Acadia no longer owns any materials and supply inventory, property, plant, and equipment, or land. Acadia has minimal ongoing operations relating only to settling accounts receivable and accounts payable resulting from operations prior to the closing of the transaction and servicing indemnifications which Cleco assumed in the transaction. In conjunction with the transaction, APH received 100% ownership in Acadia in exchange for its 50% interest in Cajun, and Acadia became a consolidated subsidiary of APH. For more information on the Acadia Unit 2 transaction, see Note 13 — “Acadia Unit 2 Transaction.”

The following table contains summarized financial information for Cajun prior to the disposition of Acadia Unit 2.

(THOUSANDS)	FOR THE THREE MONTHS ENDED MARCH 31, 2011
Operating revenue		$	5,177
Operating expenses		4,824
Other income		872
Income before taxes		$	1,225

Prior to the reconsolidation, income tax expenses related to Cajun were recorded on APH’s financial statements. For the three months ended March 31, 2011, income tax expenses related to Cajun on APH’s financial statements were $0.3 million.

Equity Method VIEs

Equity investment in investees at March 31, 2012, primarily represented Cleco Power’s $14.5 million investment in Oxbow. Equity investments which are less than 100% owned by Cleco Innovations LLC represented less than $0.1 million of the total balance.

The following table presents the equity income (loss) from each investment accounted for using the equity method.  

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012		2011
Cajun	$	—	$	612
Subsidiaries less than 100% owned by Cleco Innovations	1		(1		)
Total equity income	$	1	$	611

Oxbow

Oxbow is owned 50% by Cleco Power and 50% by SWEPCO and is accounted for as an equity method investment. Cleco Power is not the primary beneficiary because it shares the power to control Oxbow’s significant activities with SWEPCO. Cleco’s current assessment of its maximum exposure to loss related to Oxbow at March 31, 2012, consisted of its equity investment of $14.5 million. The following table presents the components of Cleco Power’s equity investment in Oxbow.

INCEPTION TO DATE (THOUSANDS)	AT MARCH 31, 2012		AT DECEMBER 31, 2011
Purchase price	$	12,873	$	12,873
Cash contributions	1,659		1,659
Total equity investment in investee	$	14,532	$	14,532

The following table compares the carrying amount of Oxbow’s assets and liabilities with Cleco’s maximum exposure to loss related to its investment in Oxbow.

(THOUSANDS)	AT MARCH 31, 2012		AT DECEMBER 31, 2011
Oxbow’s net assets/liabilities	$	29,065	$	29,065
Cleco Power’s 50% equity	$	14,532	$	14,532
Cleco’s maximum exposure to loss	$	14,532	$	14,532

The following tables contain summarized financial information for Oxbow.

(THOUSANDS)	AT MARCH 31, 2012		AT DECEMBER 31, 2011
Current assets	$	1,641	$	1,711
Property, plant, and equipment, net	23,284		23,339
Other assets	4,255		4,128
Total assets	$	29,180	$	29,178
Current liabilities	$	42	$	40
Other liabilities	73		73
Partners’ capital	29,065		29,065
Total liabilities and partners’ capital	$	29,180	$	29,178

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012		2011
Operating revenue	$	381	$	205
Operating expenses	381		205
Income before taxes	$	—	$	—

Oxbow’s property, plant, and equipment, net consists of land and lignite reserves. The lignite reserves are intended to be used to provide fuel to the Dolet Hills Power Station. DHLC mines the lignite reserves at Oxbow through the Amended Lignite Mining Agreement.

Oxbow has no third-party agreements, guarantees, or other third-party commitments that contain obligations affecting Cleco Power’s investment in Oxbow.

XML

Document And Entity Information	3 Months Ended
	Mar. 31, 2012	Apr. 30, 2012
Entity Information [Line Items]
Entity Registrant Name	CLECO CORP
Entity Central Index Key	0001089819
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		60,919,728
Cleco Power [Member]
Entity Information [Line Items]
Entity Registrant Name	CLECO POWER LLC
Entity Central Index Key	0000018672
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1

XML

Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees

3 Months Ended

Mar. 31, 2012

Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees [Abstract]

Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees

Note 11 — Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees

Litigation

Devil’s Swamp

In October 2007, Cleco received a Special Notice for Remedial Investigation and Feasibility Study (RI/FS) from the EPA pursuant to CERCLA (also known as the Superfund statute). CERCLA establishes several classes of potentially responsible parties (PRPs) for a contaminated site, and imposes strict, joint and several liability on those PRPs for the cost of response to the contamination. The special notice requested that Cleco Corporation and Cleco Power, along with many other listed PRPs, enter into negotiations with the EPA for the performance of an RI/FS at an area known as the Devil’s Swamp Lake site just northwest of Baton Rouge, Louisiana. The EPA has identified Cleco as one of many companies sending PCB wastes for disposal to the site. The Devil’s Swamp Lake site has been proposed to be added to the National Priorities List (NPL) based on the release of PCBs to fisheries and wetlands located on the site. The EPA has yet to make a final determination on whether to add Devil’s Swamp Lake site to the NPL. The PRPs began discussing a potential proposal to the EPA in February 2008. Negotiations among the PRPs and the EPA are ongoing in regard to the RI/FS for the Devil’s Swamp Lake site, with little progress having been made since February 2008. Since this investigation is in the preliminary stages, management is unable to determine how significant Cleco’s share of the costs associated with the RI/FS and possible response action at the facility site, if any, may be a material adverse effect on the Registrants’ financial condition, results of operations, or cash flows. 

Discrimination Complaints

On December 11, 2009, a complaint was filed in the U.S. District Court for the Western District of Louisiana (the Court) on behalf of eight current employees and four former employees alleging that Cleco discriminated against each of them on the basis of race. Each is seeking various remedies provided under applicable statutes prohibiting racial discrimination in the workplace, and together, the plaintiffs seek monetary compensation exceeding $35.0 million. On July 29, 2010, the plaintiffs moved to add an additional current employee alleging that Cleco had discriminated on the basis of race. The additional plaintiff seeks compensation of no less than $2.5 million and became the thirteenth plaintiff. On April 13, 2011, Cleco entered into a settlement with one of the current employees which resulted in a dismissal of one of the thirteen cases with prejudice. In September 2011, the Court ruled on Cleco’s summary judgment motions. The judge granted and denied the motions in part, with the end result that eleven out of twelve of the remaining plaintiffs have at least one claim remaining. The Court has severed the cases of the eleven remaining plaintiffs for further proceedings, and, if necessary, trial. After additional depositions were completed in February 2012, Cleco filed a summary judgment motion in each of the remaining eleven cases on March 8, 2012. None of these matters have been set for trial. In view of the uncertainty of the claims, management is not able to predict or give a reasonable estimate of the possible range of liability, if any, of these claims.

City of Opelousas

On March 9, 2010, a complaint was filed in the 27th Judicial District Court of St. Landry Parish, State of Louisiana, on behalf of three Cleco Power customers in Opelousas, Louisiana.  The complaint alleges that Cleco Power overcharged the plaintiffs by applying to customers in Opelousas the same retail rates as Cleco Power applies to all of its retail customers.  The plaintiffs claim that Cleco Power owes customers in Opelousas more than $30.0 million as a result of the alleged overcharges. The plaintiffs allege that Cleco Power should have established, solely for customers in Opelousas, retail rates that are separate and distinct from the retail rates that apply to other customers of Cleco Power and that Cleco Power should not collect from customers in Opelousas the storm surcharge approved by the LPSC following hurricanes Katrina and Rita. Cleco Power currently operates in Opelousas pursuant to a franchise granted to Cleco Power by the City of Opelousas in 1986 and an operating and franchise agreement dated May 14, 1991, pursuant to which Cleco Power operates its own electric facilities and leases and operates electric facilities owned by the City of Opelousas. In April 2010, Cleco Power filed a petition with the LPSC appealing to its expertise in declaring that the ratepayers of Opelousas have been properly charged the rates that are applicable to Cleco Power’s retail customers and that no overcharges have been collected. In addition, Cleco Power removed the purported class action lawsuit filed on behalf of Opelousas electric customers from the state court to the U.S. District Court for the Western District of Louisiana in April 2010, so that it could be properly addressed under the terms of the Class Action Fairness Act. On May 11, 2010, a second class action lawsuit was filed in the 27th Judicial District Court for St. Landry Parish, State of Louisiana, repeating the allegations of the first complaint, which was submitted on behalf of 249 Opelousas residents. Cleco Power has responded in the same manner as with the first class action lawsuit. In September 2010, the federal court remanded both cases to the state court in which they were originally filed for further proceedings. In January 2011, the presiding judge in the state court proceeding ruled that the jurisdiction to hear the two class actions resides in the state court and not with the LPSC as argued by both Cleco and the LPSC Staff. Both Cleco and the LPSC Staff appealed this ruling to the Third Circuit Court of Appeals for the State of Louisiana (Third Circuit). In September 2011, the Third Circuit denied both appeals. In October 2011, both Cleco and the LPSC appealed the Third Circuit’s ruling to the Louisiana Supreme Court. In November 2011, the Louisiana Supreme Court granted the appeals and remanded the case to the Third Circuit for further briefing, argument, and opinion. In February 2011, the administrative law judge (ALJ) in the LPSC proceeding ruled that the LPSC has jurisdiction to decide the claims raised by the class action plaintiffs. At its December 2011, Business and Executive Session, the LPSC adopted the ALJ’s recommendation that Cleco be granted summary judgment in its declaratory action finding that Cleco’s ratepayers in the City of Opelousas have been served under applicable rates and policies approved by the LPSC and Cleco’s Opelousas ratepayers have not been overcharged in connection with LPSC rates or ratemaking. On January 30, 2012, the class action plaintiffs filed their appeal of such LPSC decision to the 19th Judicial District Court for Baton Rouge Parish, State of Louisiana. On February 15, 2012, the Third Circuit ruled that the State Court, and not the LPSC, has jurisdiction to hear the case. On March 15, 2012, Cleco Power appealed the Third Circuit’s ruling to the Louisiana Supreme Court asking that it overturn the Third Circuit decision and confirm the LPSC’s exclusive jurisdiction over this matter. The LPSC also appealed the Third Circuit’s ruling to the Louisiana Supreme Court in March 2012. In view of the uncertainty of the claims, management is not able to predict or give a reasonable estimate of the possible range of liability, if any, of these claims. However, if it is found that Cleco Power overcharged customers resulting in a refund, any such refund could have a material adverse effect on the Registrants’ results of operations, financial condition, and cash flows.

LPSC Audits

Fuel Audit

The cost of fuel used for electric generation and the cost of power purchased for utility customers are recovered through an LPSC-established fuel adjustment clause that enables Cleco Power to pass on to its customers substantially all such charges. The LPSC Fuel Adjustment Clause General Order issued November 6, 1997, in Docket No. U-21497 provides that an audit of fuel adjustment clause filings will be performed not less than every other year. In March 2009, the LPSC initiated an audit of fuel adjustment clause filings for the years 2003 through 2008. The total amount of fuel expenses included in the audit is approximately $3.26 billion. In February 2012, the LPSC Staff’s consultant issued a preliminary audit report recommending a cost disallowance of approximately $0.4 million plus interest for these filing years. This report must be approved by the LPSC and ratified by the intervenors in the proceeding before the audit results can be deemed final. Management does not expect any opposition from the intervenors to the audit recommendations and anticipates a vote by the LPSC on the report by the end of the second quarter of 2012. Cleco Power has fuel adjustment clause filings for the years 2009 through 2011 that are still subject to audit.

Environmental Audit

In July 2009, the LPSC issued Docket No. U-29380 Subdocket A, which provides for an EAC to recover certain costs of environmental compliance as an adder to customers’ bills. The costs eligible for recovery are prudently incurred air emissions credits associated with complying with federal, state, and local air emission regulations that apply to the generation of electricity reduced by the sale of such allowances. Also eligible for recovery are variable emission mitigation costs, which are the cost of reagents such as ammonia and limestone that are used to reduce air emissions. In November 2011, the LPSC opened Docket No. X-32150 to audit the costs for the period October 2009 through October 2010. The total amount of environmental expenses included in the audit is approximately $2.4 million. Cleco Power has responded to data requests from the LPSC. In April 2012, The LPSC Staff’s consultant issued a preliminary audit report recommending no cost disallowance for the review period. This report must be approved by the LPSC and ratified by the intervenors in the proceeding before the audit results can be deemed final. Management does not expect any opposition from the intervenors to the audit recommendations and anticipates a vote by the LPSC on the report by the end of the second quarter of 2012.

Other

Cleco is involved in various litigation matters, including regulatory, environmental, and administrative proceedings before various courts, regulatory commissions, arbitrators, and governmental agencies regarding matters arising in the ordinary course of business. The liability Cleco may ultimately incur with respect to any one of these matters in the event of a negative outcome may be in excess of amounts currently accrued. Management regularly analyzes current information and, as of March 31, 2012, believes the range of probable and reasonably estimable liabilities based on the eventual disposition of these matters is between $3.0 million and $7.0 million.

Off-Balance Sheet Commitments

Cleco Corporation and Cleco Power have entered into various off-balance sheet commitments, in the form of guarantees and standby letters of credit, in order to facilitate their activities and the activities of Cleco Corporation’s subsidiaries and equity investees (affiliates). Cleco Corporation and Cleco Power also have agreed to contractual terms that require them to pay third parties if certain triggering events occur. These contractual terms generally are defined as guarantees in the authoritative guidance.

Cleco Corporation entered into these off-balance sheet commitments in order to entice desired counterparties to contract with its affiliates by providing some measure of credit assurance to the counterparty in the event Cleco’s affiliates do not fulfill certain contractual obligations. If Cleco Corporation had not provided the off-balance sheet commitments, the desired counterparties may not have contracted with Cleco’s affiliates, or may have contracted with them at terms less favorable to its affiliates.

The off-balance sheet commitments are not recognized on Cleco’s Condensed Consolidated Balance Sheets because management has determined that Cleco’s affiliates are able to perform these obligations under their contracts and that it is not probable that payments by Cleco will be required. Cleco’s off-balance sheet commitments as of March 31, 2012, are summarized in the following table, and a discussion of the off-balance sheet commitments follows the table. The discussion should be read in conjunction with the table to understand the impact of the off-balance sheet commitments on Cleco’s financial condition.

	AT MARCH 31, 2012
(THOUSANDS)	FACE AMOUNT		REDUCTIONS		NET AMOUNT
Cleco Corporation
Guarantee issued to Entergy Mississippi on behalf of Attala	$	500	$	—	$	500
Guarantee issued to Tenaska Power Services on behalf of Cleco Evangeline	1,000		—		1,000
Cleco Power
Obligations under standby letter of credit issued to the Louisiana Department of Labor	3,725		—		3,725
Total	$	5,225	$	—	$	5,225

In January 2006, Cleco Corporation provided a $0.5 million guarantee to Entergy Mississippi for Attala’s obligations under the Interconnection Agreement. This guarantee will be effective through the life of the agreement.

On January 4, 2012, Cleco Corporation provided a $1.0 million guarantee to Tenaska Power Services for Cleco Evangeline’s obligations under the Western Systems Power Pool agreement. This guarantee matures on May 31, 2012.

The State of Louisiana allows employers of certain financial net worth to self-insure their workers’ compensation benefits. Cleco Power has a certificate of self-insurance from the Louisiana Office of Workers’ Compensation and is required to post a $3.7 million letter of credit, an amount equal to 110% of the average losses over the previous three years, as surety.

Disclosures about Guarantees

Cleco Corporation provided a limited guarantee and an indemnification to Entergy Louisiana and Entergy Gulf States for Perryville’s performance, indemnity, representation, and warranty obligations under the Sale Agreement, the Power Purchase Agreement, and other ancillary agreements related to the sale of the Perryville facility in 2004. This is a continuing guarantee and all obligations of Cleco Corporation shall continue until the guaranteed obligations have been fully performed or otherwise extinguished. The discounted probability-weighted liability under the guarantees and indemnifications recognized on Cleco’s Condensed Consolidated Balance Sheet as of March 31, 2012, was $0.2 million. The maximum amount of the potential payment to Entergy Louisiana and Entergy Gulf States is $42.4 million. Currently, management does not expect to be required to pay Entergy Louisiana and Entergy Gulf States under the guarantee.

In February 2010, Cleco Power acquired Acadia Unit 1 and half of Acadia Power Station’s related common facilities. Acadia provided limited guarantees and indemnifications to Cleco Power under the Master Reorganization and Redemption Agreement. The maximum amount of the potential payment to Cleco Power for indemnifications is $30.0 million, except for the indemnifications relating to the fundamental organizational structure of Acadia against which there is no maximum amount. Cleco Corporation is obligated to pay a maximum of $10.0 million if Acadia is unable to pay claims to Cleco Power pursuant to the guarantee. Acadia recorded an indemnification liability and a corresponding reduction of the gain of $13.5 million which represents the fair value of these indemnifications.

Acadia and APH will reduce the indemnification liabilities either through expiration of the contractual life or through a reduction in the probability of a claim arising. The indemnification obligation is expected to have a term of approximately three years. After the three-year period, a residual value of less than $0.1 million will remain. At March 31, 2012, Acadia had an indemnification liability of approximately $0.4 million, which represents the risk of payment, as a contingent sale obligation recorded on Cleco’s Condensed Consolidated Balance Sheet. APH recognized no income for the three months ended March 31, 2012, and income of $0.4 million for the three months ended March 31, 2011, primarily due to the contractual expiration of the underlying indemnifications. During the three months ended March 31, 2012, and 2011, Acadia recognized income of $7.2 million and $0.9 million, respectively, primarily due to the contractual expiration of the underlying indemnifications.

On April 29, 2011, Acadia completed its disposition of Acadia Unit 2 and Acadia Power Station’s remaining common facilities to Entergy Louisiana. Acadia provided limited guarantees and indemnifications to Entergy Louisiana and recorded an indemnification liability and a corresponding reduction of the gain of $21.8 million, which represents the fair value of these indemnifications. In conjunction with the disposition of Acadia Unit 2, APH received 100% ownership in Acadia in exchange for its 50% interest in Cajun, and Acadia became a consolidated subsidiary of APH.

Acadia and APH will reduce the indemnification liabilities either through expiration of the contractual life or through a reduction in the probability of a claim arising. The indemnification obligation is expected to have a term of three years. After the three-year period, a residual value of approximately $0.2 million will remain. At March 31, 2012, Acadia had an indemnification liability of $21.8 million, which represents the risk of payment, as a contingent sale obligation recorded on Cleco’s Condensed Consolidated Balance Sheet. The maximum amount of the potential payment to Entergy Louisiana for the indemnifications is the purchase price of $298.8 million, except for the liabilities retained by Acadia, for which there is no maximum amount. Cleco Corporation is obligated to pay the same maximum amounts as Acadia if Acadia is unable to pay claims to Entergy Louisiana pursuant to the guarantee.

As part of the Lignite Mining Agreement amended in 2009, Cleco Power and SWEPCO, joint owners of Dolet Hills, have agreed to pay the lignite miner’s loan and lease principal obligations when due, if the lignite miner does not have sufficient funds or credit to pay. Any amounts paid on behalf of the miner would be credited by the lignite miner against the next invoice for lignite delivered. At March 31, 2012, Cleco Power had a liability of $3.8 million related to the amended agreement. The maximum projected payment by Cleco Power under this guarantee is estimated to be $72.5 million; however, the Amended Lignite Mining Agreement does not contain a cap. The projection is based on the forecasted loan and lease obligations to be incurred by DHLC, primarily for purchases of equipment. Cleco Power has the right to dispute the incurrence of loan and lease obligations through the review of the mining plan before the incurrence of such loan and lease obligations. The Amended Lignite Mining Agreement does not terminate pursuant to its terms until 2026 and does not affect the amount the Registrants can borrow under their credit facilities. Currently, management does not expect to be required to pay DHLC under the guarantee.

The following table summarizes the expected termination dates of the off-balance sheet commitments and on-balance sheet guarantees discussed above:

							AT MARCH 31, 2012
			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	$	5,225	$	4,725	$	—	$	—	$	500
On-balance sheet guarantees	26,156		—		22,150		—		4,006
Total	$	31,381	$	4,725	$	22,150	$	—	$	4,506

In its bylaws, Cleco Corporation has agreed to indemnify directors, officers, agents, and employees who are made a party to a pending or completed suit, arbitration, investigation, or other proceeding whether civil, criminal, investigative or administrative, if the basis of inclusion arises as the result of acts conducted in the discharge of their official capacity. Cleco Corporation has purchased various insurance policies to reduce the risks associated with the indemnification. In its Operating Agreement, Cleco Power provides for the same indemnification as described above with respect to its managers, officers, agents, and employees.

Generally, neither Cleco Corporation nor Cleco Power has recourse that would enable them to recover amounts paid under their guarantee or indemnification obligations. The one exception is the insurance contracts associated with the indemnification of directors, managers, officers, agents, and employees. There are no assets held as collateral for third parties that either Cleco Corporation or Cleco Power could obtain and liquidate to recover amounts paid pursuant to the guarantees or indemnification obligations.

Other Commitments

New Markets Tax Credits

In August 2008, Cleco Corporation acquired a 99.9% membership interest in USB NMTC Fund 2008-1 LLC (Fund). The Fund was formed by U.S. Bancorp Community Development Corporation (USBCDC). The purpose of the Fund is to invest in projects located in qualified active low-income communities that are underserved by typical debt capital markets. These investments are designed to generate new markets tax credits and historical rehabilitation tax credits.

In July 2011, the operating agreement of the Fund was amended to include renewable energy investments qualifying for grants under Section 1603 of the American Recovery and Reinvestment Tax Act of 2009. As part of the amendment, the guarantee performance targets provided to Cleco by the Fund were increased. U.S. Bank is the parent company of the managing member of the Fund and is the guarantor of the performance targets. In April 2012, the operating agreement of the Fund was amended. The primary purpose of the amendment was to adjust the ownership percentage of an underlying project. There was no material change to total capital contributions made by Cleco or total benefits and cash to be received by Cleco.

The tax benefits received from the Fund reduce the federal income tax obligations of Cleco Corporation. In total, Cleco Corporation will contribute $286.3 million of equity contributions to the Fund and will receive at least $304.6 million of net tax benefits and cash from the inception of the investment in 2008 over the life of the investment, which ends in 2017 under the new amendment. The $18.3 million difference between equity contributions and total benefits received will be recognized over the life of the Fund as net tax benefits are delivered. The following table reflects remaining future equity contributions.

(THOUSANDS)	CONTRIBUTION
Nine months ending December 31, 2012	$	58,089
Years ending December 31,
2013	36,225
2014	22,927
2015	21,904
2016	7,584
Thereafter	13,224
Total	$	159,953

Of the $160.0 million, $66.5 million is due to be paid within the next twelve months. Due to the right of offset, the investment and associated debt are presented on Cleco Corporation’s Condensed Consolidated Balance Sheet in the line item titled tax credit fund investment, net. The amount of tax benefits delivered in excess of capital contributions as of March 31, 2012, was $85.5 million. The amount of tax benefits delivered but not utilized as of March 31, 2012, was $64.8 million and is reflected as a deferred tax asset.

The equity contribution does not contain a stated rate of interest. Cleco Corporation has recorded the liability and investment at its calculated fair value within the framework of the authoritative guidance. In order to calculate the fair value, management used an imputed rate of interest assuming that Cleco Corporation obtained financing of a similar nature from a third-party. The imputed interest rate was used in a net present value model in order to calculate the fair value of the remaining portion of the delayed equity contributions. The following table contains the disclosures required by the authoritative guidelines for equity investments with an imputed interest rate.

(THOUSANDS)
Equity contributions, imputed interest rate 6%
Principal payment schedule above:	$	159,953
Less:  unamortized discount	17,195
Total	$	142,758

The gross investment amortization expense will be recognized over a ten-year period, with five years remaining under the new amendment, using the cost method in accordance with the authoritative guidance for investments. The grants received under Section 1603 and other cash reduce the basis of the investment. Periodic amortization of the investment and the deferred taxes generated by the basis reduction temporary difference are included as components of income tax expense.

Risks and Uncertainties

Cleco Corporation

Cleco Corporation could be subject to possible adverse consequences if Cleco’s counterparties fail to perform their obligations or if Cleco Corporation or its affiliates are not in compliance with loan agreements or bond indentures.

Other

Access to capital markets is a significant source of funding for both short- and long-term capital requirements not satisfied by operating cash flows. After assessing the current operating performance, liquidity, and credit ratings of Cleco, management believes that Cleco will have access to the capital markets at prevailing market rates for companies with comparable credit ratings. If Cleco Corporation’s credit ratings were to be downgraded by Moody’s and Standard & Poor’s, Cleco Corporation would be required to pay additional fees and higher interest rates under its bank credit and other debt agreements.

Changes in the regulatory environment or market forces could cause Cleco to determine its assets have suffered an other-than-temporary decline in value, whereby an impairment would be required to be taken and Cleco’s financial condition could be materially adversely affected.

Cleco Power

Cleco Power supplies the majority of its customers’ electric power requirements from its own generation facilities. In addition to power obtained from power purchase agreements, Cleco Power purchases power from other utilities and marketers to supplement its generation at times of relatively high demand or when the purchase price of power is less than its own cost of generation. Due to its location on the transmission grid, Cleco Power relies on two main suppliers of electric transmission when accessing external power markets. At times, constraints limit the amount of purchased power these transmission providers can deliver into Cleco Power’s service territory.

Access to capital markets is a significant source of funding for both short- and long-term capital requirements not satisfied by operating cash flows. After assessing the current operating performance, liquidity, and credit ratings of Cleco Power, management believes that Cleco Power will have access to the capital markets at prevailing market rates for companies with comparable credit ratings. Cleco Power pays fees and interest under its bank credit agreements based on the highest rating held. If Cleco Power’s credit ratings were to be downgraded by Moody’s and Standard & Poor’s, Cleco Power would be required to pay additional fees and higher interest rates under its bank credit agreements. Cleco Power’s collateral for derivatives is based on the lowest rating held. If Cleco Power’s credit ratings were to be downgraded by Moody’s or Standard & Poor’s, Cleco Power would be required to pay additional collateral for derivatives.

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Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2012	Dec. 31, 2011
Other comprehensive income (loss), net of tax:
Net tax expense (benefit) of amortization of postretirement benefit net loss (gain)	$ 165	$ 148
Cash flow hedges:
Net tax (benefit) expense of net derivative (loss) gain	1,792	0
Interest Expense [Member]
Cash flow hedges:
Net tax (benefit) expense of reclassification of net (gain) loss	0	(34)
Regulatory Asset [Member]
Cash flow hedges:
Net tax (benefit) expense of reclassification of net (gain) loss	982	0
Cleco Power [Member]
Other comprehensive income (loss), net of tax:
Net tax expense (benefit) of amortization of postretirement benefit net loss (gain)	75	63
Cash flow hedges:
Net tax (benefit) expense of net derivative (loss) gain	1,792	0
Cleco Power [Member] | Interest Expense [Member]
Cash flow hedges:
Net tax (benefit) expense of reclassification of net (gain) loss	0	(34)
Cleco Power [Member] | Regulatory Asset [Member]
Cash flow hedges:
Net tax (benefit) expense of reclassification of net (gain) loss	$ 982	$ 0

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Debt

3 Months Ended

Mar. 31, 2012

Debt Disclosure [Abstract]

Debt

Note 5 — Debt

Short-term Debt

At March 31, 2012, and December 31, 2011, Cleco had no short-term debt outstanding. Cleco Power had no short-term debt outstanding at March 31, 2012, or December 31, 2011.

Long-term Debt

At March 31, 2012, Cleco’s long-term debt outstanding was $1.33 billion, of which $13.5 million was due within one year, compared to $1.36 billion outstanding at December 31, 2011, of which $24.3 million was due within one year. The long-term debt due within one year at March 31, 2012, represents principal payments for the Cleco Katrina/Rita storm recovery bonds. For Cleco, long-term debt decreased$28.1 million due to $11.2 million of 5.875% Rapides Parish pollution control bonds that were redeemed, prior to maturity, at par on January 25, 2012, a $10.0 million decrease in credit facility draws, a $6.7 million scheduled Cleco Katrina/Rita storm recovery bond principal payment made in March 2012, and $0.4 million of capital lease payments. These decreases were partially offset by debt premium amortizations of $0.2 million.

At March 31, 2012, Cleco Power’s long-term debt outstanding was $1.33 billion, of which $13.5 million was due within one year, compared to $1.35 billion outstanding at December 31, 2011, of which $24.3 million was due within one year. The long-term debt due within one year at March 31, 2012, represents principal payments for the Cleco Katrina/Rita storm recovery bonds. For Cleco Power, long-term debt decreased$18.1 million primarily due to $11.2 million of 5.875% Rapides Parish pollution control bonds that were redeemed, prior to maturity, at par on January 25, 2012, a $6.7 million scheduled Cleco Katrina/Rita storm recovery bond principal payment made in March 2012, and $0.4 million of capital lease payments. These decreases were partially offset by debt premium amortizations of $0.2 million.

Credit Facilities

At March 31, 2012, Cleco Corporation and Cleco Power had no borrowings outstanding under their existing credit facilities.

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Fair Value Accounting

3 Months Ended

Mar. 31, 2012

Fair Value Disclosures [Abstract]

Fair Value Accounting

Note 4 — Fair Value Accounting

The amounts reflected in Cleco and Cleco Power’s Condensed Consolidated Balance Sheets at March 31, 2012, and December 31, 2011, for cash and cash equivalents, accounts receivable, other accounts receivable, accounts payable, and short-term debt approximate fair value because of their short-term nature.  Estimates of the fair value of Cleco and Cleco Power’s long-term debt are based upon the quoted market price for the same or similar issues or by a discounted present value analysis of future cash flows using current rates obtained by Cleco and Cleco Power for debt with similar maturities. The following tables summarize the carrying value and estimated market value of Cleco and Cleco Power’s financial instruments subject to fair value accounting.

Cleco
	AT MARCH 31, 2012				AT DECEMBER 31, 2011
(THOUSANDS)	CARRYING VALUE		ESTIMATED FAIR VALUE		CARRYING VALUE		ESTIMATED FAIR VALUE
Financial instruments not marked-to-market
Cash and cash equivalents	$	47,249	$	47,249	$	93,576	$	93,576
Restricted cash	$	30,580	$	30,580	$	35,828	$	35,828
Long-term debt, excluding debt issuance costs	$	1,326,720	$	1,483,939	$	1,354,567	$	1,542,867

Cleco Power
	AT MARCH 31, 2012				AT DECEMBER 31, 2011
(THOUSANDS)	CARRYING VALUE		ESTIMATED FAIR VALUE		CARRYING VALUE		ESTIMATED FAIR VALUE
Financial instruments not marked-to-market
Cash and cash equivalents	$	35,885	$	35,885	$	67,458	$	67,458
Restricted cash	$	30,484	$	30,484	$	35,731	$	35,731
Long-term debt, excluding debt issuance costs	$	1,326,720	$	1,483,939	$	1,344,567	$	1,532,867

At March 31, 2012, Cleco and Cleco Power were exposed to concentrations of credit risk through their short-term investments classified as cash equivalents and restricted cash. Cleco had $70.4 million ($39.8 million of cash and $30.6 million of restricted cash) in short-term investments in institutional money market funds. Cleco Power had $63.5 million ($33.0 million of cash and $30.5 million of restricted cash) in short-term investments in institutional money market funds. If the money market funds failed to perform under the terms of the investments, Cleco and Cleco Power would be exposed to a loss of the invested amounts. Collateral on these types of investments is not required by either Cleco or Cleco Power. In order to mitigate credit risk, Cleco and Cleco Power have established guidelines for short-term investments. Money market funds must have at least $1.0 billion in assets under management; must have been in existence for not less than two years; must have portfolios not comprised of more than 50% of securities issued by foreign entities; and must be rated in the top two ratings categories by at least one nationally recognized rating agency. Commercial paper must be issued by a company with headquarters in the U.S. and rated not less than A1 by Standard & Poor’s or P1 by Moody’s. For split-rated issuers, the second rating must not be lower than either A2 or P2; the issuer’s long-term debt must be rated not lower than A by Standard & Poor’s or A2 by Moody’s; and the issuer cannot be on negative credit watch. Investments in commercial paper rated A2 by Standard & Poor’s or P2 by Moody’s may be made if approved by the appropriate level of management.

Interest Rate Derivatives

Forward Starting Interest Rate Swap

On November 14, 2011, Cleco Power entered into a pay fixed/receive variable forward starting interest rate swap contract in order to mitigate the interest rate exposure on coupon payments related to a $50.0 million fixed-rate forecasted debt issuance. The forward starting interest rate swap has a spot 30-year all-in swap rate of 3.05%, notional amount of $50.0 million, with the pricing date of May 14, 2013, or the issuance of the notes, whichever is earlier. The forward starting interest rate swap meets the criteria of a cash flow hedge under the authoritative guidance as it relates to derivatives and hedging and is carried on the balance sheet at its fair value. The fair market value of the forward starting interest rate swap is the difference between the present value of the fixed payments to be paid by Cleco Power and the present value of the three-month LIBOR payments to be received by Cleco Power. Since future LIBOR rates are not available for each month until termination, quoted LIBOR rates from an active exchange for observable time periods were used to create a forward LIBOR curve for all months until termination. Because of the inputs and common techniques used to calculate fair value, the swap valuation was considered Level 2. Cleco Power recognized $4.7 million of unrealized mark-to-market gains in other comprehensive income for the three months ended March 31, 2012. The fair market value of $1.3 million for the forward starting interest rate swap was recorded on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets as an interest rate risk management asset as of March 31, 2012. There was no impact to earnings due to ineffectiveness for the three months ended March 31, 2012.

Fair Value Measurements and Disclosures

The authoritative guidance on fair value measurements requires entities to classify assets and liabilities that are either measured or disclosed at their fair value according to three different levels depending on the inputs used in determining fair value.

The following tables disclose for Cleco and Cleco Power the fair value of financial assets and liabilities measured or disclosed on a recurring basis and within the scope of the authoritative guidance for fair value measurements and disclosures.

Cleco
	CLECO CONSOLIDATED FAIR VALUE MEASUREMENTS AT REPORTING DATE USING:
(THOUSANDS)	AT MARCH 31, 2012		QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1)		SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)		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
Institutional money market funds	$	70,380	$	—	$	70,380	$	—	$	119,327	$	—	$	119,327	$	—
Interest rate derivatives	1,326		—		1,326		—		—		—		—		—
Total assets	$	71,706	$	—	$	71,706	$	—	$	119,327	$	—	$	119,327	$	—
Liability Description
Energy market derivatives	$	3,308	$	—	$	3,308	$	—	$	5,336	$	—	$	5,336	$	—
Interest rate derivatives	—		—		—		—		3,330		—		3,330		—
Long-term debt	1,483,939		—		1,483,939		—		1,542,867		—		1,542,867		—
Total liabilities	$	1,487,247	$	—	$	1,487,247	$	—	$	1,551,533	$	—	$	1,551,533	$	—

Cleco Power
	CLECO POWER FAIR VALUE MEASUREMENTS AT REPORTING DATE USING:
(THOUSANDS)	AT MARCH 31, 2012		QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1)		SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)		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
Institutional money market funds	$	63,483	$	—	$	63,483	$	—	$	100,331	$	—	$	100,331	$	—
Interest rate derivatives	1,326		$	—	1,326		—		—		—		—		—
Total assets	$	64,809	$	—	$	64,809	$	—	$	100,331	$	—	$	100,331	$	—
Liability Description
Energy market derivatives	$	3,308	$	—	$	3,308	$	—	$	5,336	$	—	$	5,336	$	—
Interest rate derivatives	—		—		—		—		3,330		—		3,330		—
Long-term debt	1,483,939		—		1,483,939		—		1,532,867		—		1,532,867		—
Total liabilities	$	1,487,247	$	—	$	1,487,247	$	—	$	1,541,533	$	—	$	1,541,533	$	—

The derivative assets and liabilities are classified as either current or non-current depending on when the positions close. All energy market derivative current assets and current liabilities are reported as a net current energy risk management asset or liability. All energy market derivative non-current assets and non-current liabilities are reported net in other deferred charges or other deferred credits. Net presentation is appropriate due to the right of offset included in the master netting agreements. On the balance sheet, the net current and net non-current derivative positions are netted with the applicable margin deposits. At March 31, 2012, a net current energy risk management liability of $3.1 million represented the current derivative positions of $3.3 million with a reduction for net option premiums of $0.2 million.

The institutional money market funds were reported on the Cleco Condensed Consolidated Balance Sheet in cash and cash equivalents, current restricted cash, and non-current restricted cash of $39.8 million, $3.3 million, and $27.3 million, respectively at March 31, 2012. At Cleco Power, the institutional money market funds were reported on the condensed consolidated balance sheet in cash and cash equivalents, current restricted cash, and non-current restricted cash and were $33.0 million, $3.3 million, and $27.2 million, respectively, as of March 31, 2012.

The forward starting interest rate swap was reported on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets as a current asset in the line item interest rate risk management asset as of March 31, 2012.

Cleco utilizes different valuation techniques for fair value calculations. In order to measure the fair value for Level 1 assets and liabilities, Cleco obtains the closing price from published indices in active markets for the various instruments and multiplies this price by the appropriate number of instruments held. Level 2 fair values for assets and liabilities are determined by obtaining the closing price from published indices in active markets for instruments that are similar to Cleco’s assets and liabilities. The fair value obtained is then discounted to the current period using a U.S. Treasury published interest rate as a proxy for a risk-free rate of return. For some options, Cleco uses the Black-Scholes model using observable and available inputs to calculate the fair value, consistent with the income approach. These techniques have been applied consistently from fiscal period to fiscal period. Level 3 fair values allow for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Cleco had no Level 3 assets or liabilities at March 31, 2012, or December 31, 2011.

The assets and liabilities reported at fair value are grouped into classes based on the underlying nature and risks associated with the individual asset or liability.

Level 2 of energy market derivative assets and liabilities consists of two classes. The first class contains natural gas swaps which fluctuate in value as the underlying natural gas futures fair value changes, and as market interest rates change. Cleco records the mark-to-market value of the natural gas swaps at the net present value. The second class consists of natural gas options. The fair value of natural gas options fluctuates with the volatility in the fair value of natural gas, the number of days until the options expire, the underlying natural gas futures price fluctuations, and market interest rates. Cleco records the mark-to-market value of the natural gas options at the net present value. Both of these energy market derivative classes also contain counterparty execution risk because the transactions are entered into with a direct counterparty and are not traded through an exchange.

The Level 2 institutional money market funds asset consists of a single class. In order to capture interest income and minimize risk, cash is invested in money market funds that invest primarily in short-term securities issued by the U.S. Treasury in order to maintain liquidity and achieve the goal of a net asset value of a dollar. The risks associated with this class are counterparty risk of the fund manager and risk of price volatility associated with the underlying securities of the fund.

The Level 2 interest rate derivative was one forward starting interest rate swap asset that consisted of a single class that only contains one instrument. The risks are changes in the three-month LIBOR rate and counterparty risk. This instrument is with a direct counterparty and not traded through an exchange.

The Level 2 long-term debt liability consists of a single class. In order to fund capital requirements, Cleco issues long-term, fixed rate debt with various tenors. The fair value of this class fluctuates as the market interest rates for fixed rate debt with similar tenors and credit ratings changes. The fair value of the debt could also change from period to period due to changes in the credit rating of the Cleco entity that issued the debt.

Cleco has a policy which states that transfers between Levels 1, 2, and 3 are recognized at the end of a reporting period. During the three months ended March 31, 2012, and the year ended December 31, 2011, Cleco did not experience any transfers between levels.

Derivatives and Hedging

The authoritative guidance on derivatives and hedging requires entities to provide transparent disclosures about a company’s derivative activities and how the related hedged items affect a company’s financial position, financial performance, and cash flows. Cleco is required to provide qualitative disclosures about derivative fair value, gains and losses, and credit-risk-related contingent features in derivative agreements.

The following table presents the fair values of derivative instruments and their respective line items as recorded on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets as of March 31, 2012, and December 31, 2011:

	DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
	LIABILITY DERIVATIVES
(THOUSANDS) FAIR VALUE	BALANCE SHEET LINE ITEM	AT MARCH 31, 2012			AT DECEMBER 31, 2011
Commodity contracts
Fuel cost hedges:
Current	Energy risk management liability, net	$	(3,308	)	$	(5,336	)
Total		$	(3,308	)	$	(5,336	)

The following table presents the effect of derivatives not designated as hedging instruments on Cleco and Cleco Power’s Condensed Consolidated Statements of Income for the three months ended March 31, 2012, and 2011:

	FOR THE THREE MONTHS ENDED MARCH 31,
		2012			2011
(THOUSANDS)	LOSS IN  INCOME OF DERIVATIVES  LINE ITEM	AMOUNT OF LOSS RECOGNIZED IN INCOME ON DERIVATIVES			AMOUNT OF LOSS RECOGNIZED IN INCOME ON DERIVATIVES
Commodity contracts
Fuel cost hedges(1)	Fuel used for electric generation	$	(3,484	)	$	(3,794	)
Total		$	(3,484	)	$	(3,794	)
(1)In accordance with the authoritative guidance for regulated operations, an additional $3.3 million of unrealized losses and $1.7 million of deferred losses associated with fuel cost hedges are reported in Accumulated Deferred Fuel on the balance sheet as of March 31, 2012, compared to $5.3 million of unrealized losses and $1.2 million of deferred losses associated with fuel cost hedges as of December 31, 2011. As gains and losses are realized in future periods, they will be recorded as Fuel Used for Electric Generation on the income statement.

At March 31, 2012, Cleco Power had 2.1 million MMBtus hedged for natural gas fuel costs, which is approximately 3% of the estimated natural gas requirements for a two-year period. At December 31, 2011, Cleco Power had 2.2 million MMBtus hedged or approximately 3% of gas requirements for a two-year period.

The following table presents the effect of derivatives designated as hedging instruments on Cleco and Cleco Power’s Condensed Consolidated Statements of Income for the three months ended March 31, 2012, and 2011:

						FOR THE THREE MONTHS ENDED MARCH 31,
	2012					2011
(THOUSANDS)	AMOUNT OF GAIN RECOGNIZED IN OCI		AMOUNT OF GAIN RECLASSIFIED FROM ACCUMULATED OCI INTO INCOME (EFFECTIVE PORTION)			AMOUNT OF GAIN RECOGNIZED IN OCI		AMOUNT OF GAIN RECLASSIFIED FROM ACCUMULATED OCI INTO INCOME (EFFECTIVE PORTION)
Interest rate derivatives (1)	$	4,657	$	1	*	$	—	$	89	*
* The gain reclassified from accumulated OCI into income (effective portion) is reflected in interest charges.
(1) During the three months ended March 31, 2012, Cleco recorded $2.6 million of ineffectiveness related to the interest rate derivatives as a regulatory asset.

At March 31, 2012, Cleco Power expected $0.4 million of the effective portion of deferred net losses related to interest rate derivatives to be reclassed from accumulated OCI to an increase in interest charges over the next 12 months.

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2012

Accounting Policies [Abstract]

Property, Plant and Equipment

Property, plant, and equipment consist of:

(THOUSANDS)	AT MARCH 31, 2012			AT DECEMBER 31, 2011
Regulated utility plants	$	3,768,322		$	3,759,541
Other	266,764			264,114
Total property, plant, and equipment	4,035,086			4,023,655
Accumulated depreciation	(1,252,575		)	(1,230,783		)
Net property, plant, and equipment	$	2,782,511		$	2,792,872

Restricted Cash

Cleco’s restricted cash consisted of:  

(THOUSANDS)	AT MARCH 31, 2012		AT DECEMBER 31, 2011
Diversified Lands’ mitigation escrow	$	97	$	97
Cleco Katrina/Rita’s storm recovery bonds	3,320		8,761
Cleco Power’s future storm restoration costs	25,450		24,876
Cleco Power’s renewable energy grant	—		381
Cleco Power’s NOx allowance escrow	1,713		1,713
Total restricted cash	$	30,580	$	35,828

Reclassifications

The corrections to the March 31, 2011 Condensed Consolidated Statements of Cash Flows are presented in the following table.

	CLECO						CLECO POWER
	FOR THE THREE MONTHS ENDED MARCH 31, 2011						FOR THE THREE MONTHS ENDED MARCH 31, 2011
(THOUSANDS)	AS REPORTED			AS ADJUSTED			AS REPORTED			AS ADJUSTED
Accounts receivable	$	5,042		$	(13,958	)	$	8,280		$	(10,720	)
Accounts payable	$	(31,823	)	$	(35,617	)	$	(31,202	)	$	(34,966	)
Retainage payable	$	1,004		$	(13	)	$	1,004		$	(13	)
Net cash provided by operating activities	$	26,111		$	2,302		$	29,081		$	5,299
Additions to property, plant, and equipment	$	(45,692	)	$	(21,883	)	$	(44,501	)	$	(20,720	)
Net cash used in investing activities	$	(43,346	)	$	(19,537	)	$	(32,737	)	$	(8,955	)
Net decrease in cash and cash equivalents	$	(53,937	)	$	(53,937	)	$	(60,472	)	$	(60,472	)
Cash and cash equivalents at the beginning of the period	$	191,128		$	191,128		$	184,912		$	184,912
Cash and cash equivalents at the end of the period	$	137,191		$	137,191		$	124,440		$	124,440
Accrued additions to property, plant, and equipment	$	17,155		$	23,245		$	17,233		$	23,246

Earnings Per Average Common Share

The following table shows the calculation of basic and diluted earnings per share.

						FOR THE THREE MONTHS ENDED MARCH 31,
				2012					2011
(THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)	INCOME		SHARES	PER SHARE AMOUNT		INCOME		SHARES	PER SHARE AMOUNT
Income from continuing operations	$	30,031				$	29,016
Deduct:  non-participating stock dividends (4.5% preferred stock)	—					12
Basic net income applicable to common stock	$	30,031	60,372,567	$	0.50	$	29,004	60,576,004	$	0.48
Effect of dilutive securities
Add:  stock option grants			13,097					22,701
Add:  restricted stock (LTICP)			213,311					306,162
Diluted net income applicable to common stock	$	30,031	60,598,975	$	0.50	$	29,004	60,904,867	$	0.48

Stock Based Compensation

Cleco and Cleco Power reported pre-tax compensation expense for their share-based compensation plans as shown in the following table:

	CLECO CORPORATION				CLECO POWER
	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012		2011		2012		2011
Equity classification
Non-vested stock	$	1,055	$	1,151	$	214	$	322
Stock options	5		13		—		—
Total equity classification	$	1,060	$	1,164	$	214	$	322
Liability classification
Common stock equivalent units	$	188	$	1,194	$	83	$	431
Total pre-tax compensation expense	$	1,248	$	2,358	$	297	$	753
Tax benefit (excluding income tax gross-up)	$	480	$	907	$	114	$	290

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Affiliate Transactions

3 Months Ended

Mar. 31, 2012

Related Party Transactions [Abstract]

Affiliate Transactions

Note 12 — Affiliate Transactions

At March 31, 2012, Cleco Corporation had no affiliate balances that were payable to or due from its non-consolidated affiliates.

Cleco Power has affiliate balances that are payable to or due from its affiliates. At March 31, 2012, the payable to Cleco Corporation was $14.6 million, the payable to Support Group was $5.7 million, the payable to Cleco Evangeline was $0.3 million, and the payable to other affiliates was less than $0.1 million. Also, at March 31, 2012, the receivable from Support Group was $2.2 million, the receivable from Cleco Corporation was $0.1 million, and the receivable from other affiliates was less than $0.1 million.

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Disclosures about Segments

3 Months Ended

Mar. 31, 2012

Segment Reporting [Abstract]

Disclosures about Segments

Note 8 — Disclosures about Segments

Cleco’s reportable segments are based on its method of internal reporting, which disaggregates business units by first-tier subsidiary. Cleco’s reportable segments are Cleco Power and Midstream. The reconciling items in the following tables consist of the holding company, a shared services subsidiary, two transmission interconnection facilities, and an investment subsidiary.

Each reportable segment engages in business activities from which it earns revenue and incurs expenses. Segment managers report periodically to Cleco’s Chief Executive Officer (the chief operating decision-maker) with discrete financial information and, at least quarterly, present discrete financial information to Cleco Corporation’s Board of Directors. Each reportable segment prepared budgets for 2012 that were presented to and approved by Cleco Corporation’s Board of Directors.

The financial results of Cleco’s segments are presented on an accrual basis. Management evaluates the performance of its segments and allocates resources to them based on segment profit and the requirements to implement new strategic initiatives and projects to meet current business objectives. Material intercompany transactions occur on a regular basis. These intercompany transactions relate primarily to joint and common administrative support services provided by Support Group.

SEGMENT INFORMATION FOR THE THREE MONTHS ENDED MARCH 31,
2012 (THOUSANDS)	CLECO POWER		MIDSTREAM			RECONCILING ITEMS			ELIMINATIONS			CONSOLIDATED
Revenue
Electric operations	$	209,590	$	—		$	—		$	—		$	209,590
Tolling operations	—		1,234			—			(1,234		)	—
Other operations	10,448		1			497			—			10,946
Electric customer credits	2,237		—			—			—			2,237
Affiliate revenue	345		—			11,607			(11,952		)	—
Operating revenue, net	$	222,620	$	1,235		$	12,104		$	(13,186	)	$	222,773
Depreciation	$	29,410	$	1,532		$	224		$	1		$	31,167
Interest charges	$	18,486	$	1,471		$	619		$	48		$	20,624
Interest income	$	30	$	—		$	(44	)	$	48		$	34
Equity income from investees, before tax	$	—	$	—		$	1		$	—		$	1
Federal and state income tax expense (benefit)	$	14,507	$	739		$	(1,835	)	$	(1	)	$	13,410
Segment profit	$	26,805	$	1,090		$	2,136		$	—		$	30,031
Additions to long-lived assets	$	50,388	$	(3,802	)	$	387		$	—		$	46,973
Equity investment in investees	$	14,532	$	—		$	9		$	—		$	14,541
Total segment assets	$	3,687,315	$	229,096		$	212,387		$	(144,101	)	$	3,984,697

2011 (THOUSANDS)	CLECO POWER			MIDSTREAM			RECONCILING ITEMS			ELIMINATIONS			CONSOLIDATED
Revenue
Electric operations	$	238,468		$	—		$	—		$	—		$	238,468
Tolling operations	—			2,781			—			—			2,781
Other operations	12,243			1			485			(1		)	12,728
Electric customer credits	(434		)	—			—			—			(434		)
Affiliate revenue	346			33			11,021			(11,253		)	$	147
Operating revenue, net	$	250,623		$	2,815		$	11,506		$	(11,254	)	$	253,690
Depreciation	$	27,401		$	1,456		$	241		$	—		$	29,098
Interest charges	$	24,402		$	583		$	1,567		$	62		$	26,614
Interest income	$	113		$	1		$	(60	)	$	61		$	115
Equity income (loss) from investees, before tax	$	—		$	612		$	(1	)	$	—		$	611
Federal and state income tax expense (benefit)	$	14,400		$	(683	)	$	(1,522	)	$	—		$	12,195
Segment profit (loss) (1)	$	30,030		$	(1,097	)	$	83		$	—		$	29,016
Additions to long-lived assets	$	40,729		$	1,006		$	60		$	—		$	41,795
Equity investment in investees (2)	$	14,532		$	—		$	8		$	—		$	14,540
Total segment assets (2)	$	3,726,471		$	233,666		$	201,074		$	(111,009	)	$	4,050,202
(1) Reconciliation of segment profit to consolidated profit:	Segment profit									$	29,016
(2) Balances as of December 31, 2011	Unallocated items:
	Preferred dividends requirements									12
	Net income applicable to common stock									$	29,004

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Affiliate Transactions (Details) (Cleco Power [Member], USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Related Party Transaction [Line Items]
Accounts payable - affiliate	$ 20,599	$ 9,311
Accounts receivable - affiliate	2,325	2,405
Cleco Corporation [Member]
Related Party Transaction [Line Items]
Accounts payable - affiliate	14,600
Accounts receivable - affiliate	100
Support Group [Member]
Related Party Transaction [Line Items]
Accounts payable - affiliate	5,700
Accounts receivable - affiliate	2,200
Evangeline [Member]
Related Party Transaction [Line Items]
Accounts payable - affiliate	300
Others [Member]
Related Party Transaction [Line Items]
Accounts payable - affiliate	100
Accounts receivable - affiliate	$ 100

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Pension Plan and Employee Benefits

3 Months Ended

Mar. 31, 2012

Compensation and Retirement Disclosure [Abstract]

Pension Plan and Employee Benefits

Note 6 — Pension Plan and Employee Benefits

Pension Plan and Other Benefits Plan

Most employees hired before August 1, 2007, are covered by a non-contributory, defined benefit pension plan. Benefits under the plan reflect an employee’s years of service, age at retirement, and highest total average compensation for any consecutive five calendar years during the last 10 years of employment with Cleco. Cleco’s policy is to base its contributions to the employee pension plan upon actuarial computations utilizing the projected unit credit method, subject to the IRS’s full funding limitation. During the first three months of 2012, Cleco made no discretionary or required contributions to the pension plan and does not expect to make required or discretionary contributions to the pension plan for the remainder of the year. During 2011, Cleco made $60.0 million in discretionary contributions to the pension plan, with $40.1 million designated for the 2010 plan year and the remaining $19.9 million designated for the 2011 plan year. The required contributions are driven by liability funding target percentages set by law which could cause the required contributions to be uneven among the years. The ultimate amount and timing of the contributions may be affected by changes in the discount rate, changes in the funding regulations, and actual returns on fund assets. Cleco Power is considered the plan sponsor, and Support Group is considered the plan administrator.

Cleco’s retirees and their dependents are eligible to receive medical, dental, vision, and life insurance benefits (other benefits). Cleco recognizes the expected cost of these other benefits during the periods in which the benefits are earned.

The components of net periodic pension and other benefit cost for the three months ended March 31, 2012, and 2011 are as follows:

	PENSION BENEFITS						OTHER BENEFITS
	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012			2011			2012		2011
Components of periodic benefit costs:
Service cost	$	2,149		$	2,052		$	397	$	379
Interest cost	4,430			4,392			476		460
Expected return on plan assets	(5,194		)	(5,512		)	—		—
Amortizations:
Transition obligation	—			—			5		5
Prior period service cost	(18		)	(18		)	—		(52		)
Net loss	1,783			1,403			200		257
Net periodic benefit cost	$	3,150		$	2,317		$	1,078	$	1,049

Since Cleco Power is the pension plan sponsor and the related trust holds the assets, the net unfunded status of the pension plan is reflected at Cleco Power. The liability of Cleco’s other subsidiaries is transferred, with a like amount of assets, to Cleco Power monthly. The expense of the pension plan related to Cleco’s other subsidiaries for both the three months ended March 31, 2012, and 2011 was $0.5 million.

Cleco Corporation is the plan sponsor for the other benefit plans. There are no assets set aside in a trust, and the liabilities are reported on the individual subsidiaries’ financial statements. At both March 31, 2012, and December 31, 2011, the current portion of the other benefits liability for Cleco was $3.1 million. At both March 31, 2012, and December 31, 2011, the current portion of the other benefits liability for Cleco Power was $2.9 million. The expense related to other benefits reflected in Cleco Power’s Condensed Consolidated Statements of Income for both the three months ended March 31, 2012, and 2011 was $0.9 million.

In March 2010, the President signed the PPACA, a comprehensive health care law. While the provisions of the PPACA are not effective immediately, the provisions could increase the Registrants’ retiree medical unfunded liability and related expenses before the effective date. Management will continue to monitor this law and its possible impact on the Registrants.

SERP

Certain Cleco executive officers are covered by the SERP. The SERP is a non-qualified, non-contributory, defined benefit pension plan. Benefits under the plan reflect an employee’s years of service, age at retirement, and the sum of the highest base salary paid out of the last five calendar years and the average of the three highest bonuses paid during the 60 months prior to retirement, reduced by benefits received from any other defined benefit pension plan, SERP Plan, or Cleco contributions under the enhanced 401(k) Plan to the extent such contributions exceed the limits of the 401(k) Plan. Cleco Corporation does not fund the SERP liability but instead pays for current benefits out of the general funds available. Cleco Power has formed a Rabbi Trust designated as the beneficiary for life insurance policies issued on the SERP participants. Proceeds from the life insurance policies are expected to be used to pay the SERP participants’ life insurance benefits, as well as future SERP payments. However, since SERP is a non-qualified plan, the assets of the trust could be used to satisfy general creditors of Cleco Power in the event of insolvency. All SERP benefits are paid out of the general cash available of the respective companies from which the officer retired. No contributions to the SERP were made during the three months ended March 31, 2012, or 2011. Cleco Power is considered the plan sponsor, and Support Group is considered the plan administrator.

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012		2011
Components of periodic benefit costs:
Service cost	$	1,001	$	450
Interest cost	574		525
Amortizations:
Prior period service cost	14		14
Net loss	309		262
Net periodic benefit cost	$	1,898	$	1,251

The SERP liabilities are reported on the individual subsidiaries’ financial statements. At March 31, 2012, and December 31, 2011, the current portion of the SERP liability for Cleco was $2.6 million and $2.2 million, respectively. At both March 31, 2012, and December 31, 2011, the current portion of the SERP liability for Cleco Power was $0.8 million . The expense related to the SERP reflected on Cleco Power’s Condensed Consolidated Statements of Income was $0.3 million for both the three months ended March 31, 2012, and 2011.

401(k) Plan

Most employees are eligible to participate in the 401(k) Plan. Under the 401(k) Plan, Cleco makes matching contributions and funds dividend reinvestments with cash. Cleco’s 401(k) Plan expense for the three monthsended March 31, 2012, and 2011 is as follows:

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012		2011
401(k) Plan expense	$	1,493	$	1,201

Cleco Power is the plan sponsor for the 401(k) Plan. The expense of the 401(k) Plan related to Cleco’s other subsidiaries for the three months ended March 31, 2012, was $0.4 million, compared to $0.3 million for the same period in 2011.

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Income Taxes

3 Months Ended

Mar. 31, 2012

Income Tax Disclosure [Abstract]

Income Taxes

Note 7 — Income Taxes

The following table summarizes the effective income tax rates for Cleco and Cleco Power for the three-month periods ended March 31, 2012, and 2011.

	FOR THE THREE MONTHS ENDED MARCH 31,
	2012		2011
Cleco	30.9	%	29.6	%
Cleco Power	35.1	%	32.4	%

Effective Tax Rates

For the three months ended March 31, 2012, and 2011, the effective income tax rate for Cleco was different than the federal statutory rate due to permanent tax deductions, flow-through of tax benefits associated with AFUDC equity, and benefits associated with tax credits delivered, which is partially offset by state tax expense. For the three months ended March 31, 2012, and 2011, the effective income tax rate for Cleco Power was different than the federal statutory rate due to permanent tax deductions, flow-through of tax benefits associated with AFUDC equity, and state tax expense.

Valuation Allowance

Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. In 2010, a $1.2 million valuation allowance against the $2.7 million deferred tax asset on capital loss carryforwards was reflected on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets. The previously recorded $1.2 million valuation allowance was reversed in the second quarter of 2011 due to capital gains generated by the disposition of Acadia Unit 2. In addition, as of March 31, 2012, Cleco had a deferred tax asset resulting from new markets tax credit carryforwards of $61.9 million. If the new markets tax credit carryforwards are not utilized, they will begin to expire in 2029. Management considers it more likely than not that all deferred tax assets related to new markets tax credit carryforwards will be realized; therefore, no valuation allowance has been recorded.

Net Operating Losses

As of March 31, 2012, Cleco generated federal net operating losses and state net operating losses of $64.0 million and $57.1 million, respectively, which will begin to expire in 2031 and 2026. Cleco Power generated federal net operating losses and state net operating losses of $40.6 million and $33.2 million, respectively, which will begin to expire in 2031 and 2026. Cleco and Cleco Power consider it more likely than not that these losses will be utilized to reduce future income taxes. Cleco and Cleco Power expect to utilize the entire net operating loss carryforward in 2012.

Uncertain Tax Positions

Cleco classifies all interest related to uncertain tax positions as a component of interest payable and interest expense. The total amounts of uncertain tax positions and related interest payable and interest expense, as reflected on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets and Statements of Income, are shown in the following tables:

(THOUSANDS)	AT MARCH 31, 2012		AT DECEMBER 31, 2011
Interest payable
Cleco	$	2,522	$	13,843
Cleco Power	$	4,113	$	17,327

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012			2011
Interest charges
Cleco	$	(2,867	)	$	1,415
Cleco Power	$	(4,593	)	$	718

The total liability for unrecognized tax benefits for Cleco and Cleco Power at March 31, 2012, and December 31, 2011, are shown in the following tables:

Cleco
LIABILITY FOR UNRECOGNIZED
(THOUSANDS)	TAX BENEFITS
Balance at December 31, 2011	$	56,235
Additions for tax positions of current period	2
Reductions for tax positions of current period	(674		)
Additions for tax positions of prior periods	1,769
Reduction for tax positions of prior periods	(10,418		)
Reduction for settlement with tax authority	—
Reduction for lapse of statute of limitations	—
Balance at March 31, 2012	$	46,914

Cleco Power
LIABILITY FOR UNRECOGNIZED
(THOUSANDS)	TAX BENEFITS
Balance at December 31, 2011	$	52,558
Additions for tax positions of current period	2
Reductions for tax positions of current period	(648		)
Additions for tax positions of prior periods	1,400
Reduction for tax positions of prior periods	(10,418		)
Reduction for settlement with tax authority	—
Reduction for lapse of statute of limitations	—
Balance at March 31, 2012	$	42,894

The federal income tax years that remain subject to examination by the IRS are 2001 through 2011. The Louisiana state income tax years that remain subject to examination by the Louisiana Department of Revenue are 2001 through 2011. In December 2010, Cleco deposited $52.2 million with the IRS associated with the years under audit. In February 2011, Cleco deposited an additional $8.2 million with the IRS associated with the years currently under audit. Of the $60.4 million deposited, $43.2 million remains to offset tax and interest liabilities for tax years subsequent to 2003.

Cleco is currently under audit by the IRS for the years 2001 through 2009 which has proposed adjustments to taxes for various issues, including but not limited to, deductible storm costs, research and experimentation costs, domestic production activities deduction, and repair allowance deductions. Cleco estimates that it is reasonably possible that the balance of unrecognized tax benefits as of March 31, 2012, could decrease by a maximum of $38.0 million for Cleco and $37.3 million for Cleco Power in the next 12 months as a result of reaching settlements with the IRS and state tax authorities. The settlements could involve the payment of additional taxes, the adjustment of deferred taxes, and/or the recognition of tax benefits, which may have an effect on Cleco’s effective tax rate.

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Electric Customer Credits

3 Months Ended

Mar. 31, 2012

Regulated Operations [Abstract]

Electric Customer Credits

Note 9 — Electric Customer Credits

Beginning in 2010, the amount of Cleco Power’s yearly retail earnings is subject to the terms of a FRP established by the LPSC. The new rates and the FRP became effective upon commencement of commercial operations at Madison Unit 3 on February 12, 2010. The 2010 FRP establishes a target return on equity and requires all or a portion of regulated earnings for each yearly review period above the targeted regulatory rate of return on equity to be credited to Cleco Power’s customers. The 2010 FRP allows Cleco Power the opportunity to earn a target return on equity of 10.7%, including returning to retail customers 60% of retail earnings between 11.3% and 12.3% and all retail earnings over 12.3%. The amount of credits due customers, if any, is determined by Cleco Power and the LPSC annually. The 2010 FRP established that Cleco Power file monitoring reports for the 12 months ended June 30, 2010, and September 30, 2010, on or before October 31, 2010, and January 31, 2011, respectively. Beginning in 2011, Cleco Power has filed annual monitoring reports no later than October 31 for the 12-month period ending June 30. 

On October 31, 2011, Cleco Power filed its report for the 12 months ended June 30, 2011, which indicated that $5.1 million was due to be returned to customers. The ultimate amount of any customer refund is subject to LPSC approval.

The accrual for estimated electric customer credits reflected on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets at March 31, 2012, and December 31, 2011, was $7.0 million and $7.3 million, respectively.

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Summary of Significant Accounting Policies, Earnings Per Average Common Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
INCOME
Net income	$ 30,031	$ 29,016
Deduct: non-participating stock dividends (4.5% preferred stock)	0	12
Net income applicable to common stock	30,031	29,004
Diluted net income applicable to common stock	$ 30,031	$ 29,004
SHARES
Average number of basic common shares outstanding (in shares)	60,372,567	60,576,004
Effect of dilutive securities
Add: stock option grants (in shares)	13,097	22,701
Add: restricted stock (LTICP) (in shares)	213,311	306,162
Average number of diluted common shares outstanding (in shares)	60,598,975	60,904,867
PER SHARE AMOUNT
Net income applicable to common stock (in dollars per share)	$ 0.50	$ 0.48
Diluted net income per average common share (in dollars per share)	$ 0.50	$ 0.48
Cumulative Preferred Stock, 100 Par Value [Member]
Dividends Payable [Line Items]
Preferred stock, dividend rate	450.00%

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Income Taxes Income Taxes, Income Tax Examination (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012	Feb. 28, 2011	Dec. 31, 2010
Internal Revenue Service (IRS) [Member]
Summary of income tax examinations [Abstract]
Deposits with IRS	$ 60.4	$ 8.2	$ 52.2
Amounts deposited with IRS- remaining amount to offset tax and interest liabilities	43.2
Maximum decrease in unrecognized tax benefits as a result of settlement with the IRS	38.0
Income tax years that remain subject to examination	2001 through 2011
State and Local Jurisdiction [Member]
Summary of income tax examinations [Abstract]
Income tax years that remain subject to examination	2001 through 2011
Cleco Power [Member] | Internal Revenue Service (IRS) [Member]
Summary of income tax examinations [Abstract]
Maximum decrease in unrecognized tax benefits as a result of settlement with the IRS	$ 37.3

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Subsequent Events

3 Months Ended

Mar. 31, 2012

Subsequent Events [Abstract]

Subsequent Event

Note 14 — Subsequent Events

Cleco Power Debt Issuance

On April 5, 2012, Cleco Power entered into an agreement to issue $50.0 million senior unsecured private placement notes at an interest rate of 4.33%. The closing date of the notes is set for May 8, 2012. The maturity date of the notes will be May 15, 2027. The proceeds will be used for the early redemption of Cleco Power’s 5.875% DeSoto Parish pollution control revenue bonds.

Cleco Power Notice of Redemption

On April 5, 2012, Cleco Power issued a notice of redemption to redeem at par all $50.1 million principal amount of its outstanding 5.875% DeSoto Parish pollution control revenue bonds due September 2029. The redemption date for the notes will be May 11, 2012. As part of the redemption, Cleco Power will pay $0.6 million of accrued interest on the redeemed notes.

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Pension Plan and Employee Benefits (Tables)

3 Months Ended

Mar. 31, 2012

Defined Benefit Plan Disclosure [Line Items]

Components of Net Periodic Pension and Other Benefit Costs

The components of net periodic pension and other benefit cost for the three months ended March 31, 2012, and 2011 are as follows:

	PENSION BENEFITS						OTHER BENEFITS
	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012			2011			2012		2011
Components of periodic benefit costs:
Service cost	$	2,149		$	2,052		$	397	$	379
Interest cost	4,430			4,392			476		460
Expected return on plan assets	(5,194		)	(5,512		)	—		—
Amortizations:
Transition obligation	—			—			5		5
Prior period service cost	(18		)	(18		)	—		(52		)
Net loss	1,783			1,403			200		257
Net periodic benefit cost	$	3,150		$	2,317		$	1,078	$	1,049

401(k) Plan Expense

Cleco’s 401(k) Plan expense for the three monthsended March 31, 2012, and 2011 is as follows:

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012		2011
401(k) Plan expense	$	1,493	$	1,201

SERP Benefits [Member]

Defined Benefit Plan Disclosure [Line Items]

Components of Net Periodic Pension and Other Benefit Costs

Cleco Power is considered the plan sponsor, and Support Group is considered the plan administrator.

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012		2011
Components of periodic benefit costs:
Service cost	$	1,001	$	450
Interest cost	574		525
Amortizations:
Prior period service cost	14		14
Net loss	309		262
Net periodic benefit cost	$	1,898	$	1,251

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Income Taxes, Net Operating Losses (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2012
Federal [Member]
Net Operating Losses [Abstract]
Net operating loss carryforwards	$ 64.0
Year that net operating losses begin to expire	2031
State [Member]
Net Operating Losses [Abstract]
Net operating loss carryforwards	57.1
Year that net operating losses begin to expire	2026
Cleco Power [Member] | Federal [Member]
Net Operating Losses [Abstract]
Net operating loss carryforwards	40.6
Year that net operating losses begin to expire	2031
Cleco Power [Member] | State [Member]
Net Operating Losses [Abstract]
Net operating loss carryforwards	$ 33.2
Year that net operating losses begin to expire	2026

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Fair Value Accounting, Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis (Details) (USD $)	Mar. 31, 2012	Dec. 31, 2011
Liability Description
Institutional money market funds cash and cash equivalents	$ 39,800,000
Institutional money market funds current restricted cash	3,300,000
Institutional money market funds non-current restricted cash	27,300,000
Energy Market Derivatives [Member]
Liability Description
Net current liability	3,100,000
Option premiums	200,000
Measured On A Recurring Basis [Member] | Estimated Fair Value [Member]
Asset Description
Institutional money market funds	70,380,000	119,327,000
Total Assets	71,706,000	119,327,000
Liability Description
Long-term debt, excluding debt issuance costs	1,483,939,000	1,542,867,000
Total Liabilities	1,487,247,000	1,551,533,000
Measured On A Recurring Basis [Member] | Estimated Fair Value [Member] | Energy Market Derivatives [Member]
Liability Description
Derivative liabilities	3,308,000	5,336,000
Measured On A Recurring Basis [Member] | Estimated Fair Value [Member] | Interest Rate Derivatives [Member]
Asset Description
Derivative assets	1,326,000	0
Liability Description
Derivative liabilities	0	3,330,000
Measured On A Recurring Basis [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Asset Description
Institutional money market funds	0	0
Total Assets	0	0
Liability Description
Long-term debt, excluding debt issuance costs	0	0
Total Liabilities	0	0
Measured On A Recurring Basis [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Energy Market Derivatives [Member]
Liability Description
Derivative liabilities	0	0
Measured On A Recurring Basis [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Interest Rate Derivatives [Member]
Asset Description
Derivative assets	0	0
Liability Description
Derivative liabilities	0	0
Measured On A Recurring Basis [Member] | Significant Other Observable Inputs (Level 2) [Member]
Asset Description
Institutional money market funds	70,380,000	119,327,000
Total Assets	71,706,000	119,327,000
Liability Description
Long-term debt, excluding debt issuance costs	1,483,939,000	1,542,867,000
Total Liabilities	1,487,247,000	1,551,533,000
Measured On A Recurring Basis [Member] | Significant Other Observable Inputs (Level 2) [Member] | Energy Market Derivatives [Member]
Liability Description
Derivative liabilities	3,308,000	5,336,000
Measured On A Recurring Basis [Member] | Significant Other Observable Inputs (Level 2) [Member] | Interest Rate Derivatives [Member]
Asset Description
Derivative assets	1,326,000	0
Liability Description
Derivative liabilities	0	3,330,000
Measured On A Recurring Basis [Member] | Significant Unobservable Inputs (Level 3) [Member]
Asset Description
Institutional money market funds	0	0
Total Assets	0	0
Liability Description
Long-term debt, excluding debt issuance costs	0	0
Total Liabilities	0	0
Measured On A Recurring Basis [Member] | Significant Unobservable Inputs (Level 3) [Member] | Energy Market Derivatives [Member]
Liability Description
Derivative liabilities	0	0
Measured On A Recurring Basis [Member] | Significant Unobservable Inputs (Level 3) [Member] | Interest Rate Derivatives [Member]
Asset Description
Derivative assets	0	0
Liability Description
Derivative liabilities	0	0
Cleco Power [Member]
Liability Description
Institutional money market funds cash and cash equivalents	33,000,000
Institutional money market funds current restricted cash	3,300,000
Institutional money market funds non-current restricted cash	27,200,000
Cleco Power [Member] | Measured On A Recurring Basis [Member] | Estimated Fair Value [Member]
Asset Description
Institutional money market funds	63,483,000	100,331,000
Total Assets	64,809,000	100,331,000
Liability Description
Long-term debt, excluding debt issuance costs	1,483,939,000	1,532,867,000
Total Liabilities	1,487,247,000	1,541,533,000
Cleco Power [Member] | Measured On A Recurring Basis [Member] | Estimated Fair Value [Member] | Energy Market Derivatives [Member]
Liability Description
Derivative liabilities	3,308,000	5,336,000
Cleco Power [Member] | Measured On A Recurring Basis [Member] | Estimated Fair Value [Member] | Interest Rate Derivatives [Member]
Asset Description
Derivative assets	1,326,000	0
Liability Description
Derivative liabilities	0	3,330,000
Cleco Power [Member] | Measured On A Recurring Basis [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Asset Description
Institutional money market funds	0	0
Total Assets	0	0
Liability Description
Long-term debt, excluding debt issuance costs	0	0
Total Liabilities	0	0
Cleco Power [Member] | Measured On A Recurring Basis [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Energy Market Derivatives [Member]
Liability Description
Derivative liabilities	0	0
Cleco Power [Member] | Measured On A Recurring Basis [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Interest Rate Derivatives [Member]
Asset Description
Derivative assets	0	0
Liability Description
Derivative liabilities	0	0
Cleco Power [Member] | Measured On A Recurring Basis [Member] | Significant Other Observable Inputs (Level 2) [Member]
Asset Description
Institutional money market funds	63,483,000	100,331,000
Total Assets	64,809,000	100,331,000
Liability Description
Long-term debt, excluding debt issuance costs	1,483,939,000	1,532,867,000
Total Liabilities	1,487,247,000	1,541,533,000
Cleco Power [Member] | Measured On A Recurring Basis [Member] | Significant Other Observable Inputs (Level 2) [Member] | Energy Market Derivatives [Member]
Liability Description
Derivative liabilities	3,308,000	5,336,000
Cleco Power [Member] | Measured On A Recurring Basis [Member] | Significant Other Observable Inputs (Level 2) [Member] | Interest Rate Derivatives [Member]
Asset Description
Derivative assets	1,326,000	0
Liability Description
Derivative liabilities	0	3,330,000
Cleco Power [Member] | Measured On A Recurring Basis [Member] | Significant Unobservable Inputs (Level 3) [Member]
Asset Description
Institutional money market funds	0	0
Total Assets	0	0
Liability Description
Long-term debt, excluding debt issuance costs	0	0
Total Liabilities	0	0
Cleco Power [Member] | Measured On A Recurring Basis [Member] | Significant Unobservable Inputs (Level 3) [Member] | Energy Market Derivatives [Member]
Liability Description
Derivative liabilities	0	0
Cleco Power [Member] | Measured On A Recurring Basis [Member] | Significant Unobservable Inputs (Level 3) [Member] | Interest Rate Derivatives [Member]
Asset Description
Derivative assets	0	0
Liability Description
Derivative liabilities	$ 0	$ 0

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Current assets
Cash and cash equivalents	$ 47,249	$ 93,576
Restricted cash	3,320	8,761
Customer accounts receivable (less allowance for doubtful accounts of $903 in 2012 and $1,128 in 2011)	30,177	37,813
Other accounts receivable, less allowance for doubtful accounts	40,542	42,051
Taxes receivable	31,880	44,584
Unbilled revenue	25,827	30,129
Fuel inventory, at average cost	45,354	41,845
Material and supplies inventory, at average cost	54,393	53,714
Interest rate risk management asset	1,326	0
Accumulated deferred federal and state income taxes, net	34,487	29,249
Accumulated deferred fuel	0	2,136
Cash surrender value of company-/trust-owned life insurance policies	53,743	51,073
Prepayments	3,680	5,384
Regulatory assets- other	13,089	13,028
Other current assets	1,524	3,442
Total current assets	386,591	456,785
Property, plant and equipment
Property, plant, and equipment	4,035,086	4,023,655
Accumulated depreciation	(1,252,575)	(1,230,783)
Net property, plant, and equipment	2,782,511	2,792,872
Construction work in progress	123,451	101,027
Total property, plant and equipment, net	2,905,962	2,893,899
Equity investment in investees	14,541	14,540
Prepayments	4,654	4,770
Restricted cash, less current portion	27,260	27,067
Regulatory assets and liabilities - deferred taxes, net	215,793	214,421
Regulatory assets - other	264,030	269,444
Net investment in direct financing lease	13,592	13,633
Intangible asset	130,582	133,595
Other deferred charges	21,692	22,048
Total assets	3,984,697	4,050,202
Current liabilities
Short-term debt	0	0
Long-term debt due within one year	13,540	24,258
Accounts payable	71,807	125,721
Customer deposits	43,962	43,091
Provision for rate refund	6,977	7,323
Interest accrued	27,013	22,642
Accumulated deferred fuel	6,198	0
Energy risk managment liability, net	3,096	5,336
Interest rate risk management liability	0	3,330
Regulatory liabilities - other	28,473	33,019
Deferred compensation	9,591	8,302
Uncertain tax positions	15,550	27,239
Other current liabilities	16,822	20,741
Total current liabilities	243,029	321,002
Deferred credits
Accumulated deferred federal and state income taxes, net	670,252	649,926
Accumulated deferred investment tax credits	7,137	7,432
Postretirement benefit obligations	135,645	133,274
Regulatory liabilities - other	3,079	7,303
Restricted storm reserve	25,454	24,880
Uncertain tax positions	25,932	23,494
Tax credit fund investment, net	63,945	61,507
Contingent sale obligations	22,150	29,357
Other deferred credits	31,485	35,114
Total deferred credits	985,079	972,287
Long-term debt, net	1,319,631	1,337,056
Total liabilities	2,547,739	2,630,345
Commitments and contingencies (Note 11)
Common shareholders' equity
Common stock, $1 par value, authorized 100,000,000 shares, issued 60,872,583 and 60,702,342 shares and outstanding 60,462,665 and 60,291,939 shares at March 31, 2012, and 2011, respectively	60,873	60,702
Premium on common stock	411,044	409,904
Retained earnings	1,001,582	990,605
Treasury stock, at cost, 409,918 and 410,403 shares at March 31, 2012, and 2011, respectively	(13,200)	(13,215)
Accumulated other comprehensive loss	(23,341)	(28,139)
Total shareholders' equity	1,436,958	1,419,857
Total liabilities and shareholders' equity	3,984,697	4,050,202
Cleco Power [Member]
Current assets
Cash and cash equivalents	35,885	67,458
Restricted cash	3,320	8,761
Customer accounts receivable (less allowance for doubtful accounts of $903 in 2012 and $1,128 in 2011)	30,177	37,813
Accounts receivable - affiliate	2,325	2,405
Other accounts receivable, less allowance for doubtful accounts	35,118	35,618
Taxes receivable	5,346	3,197
Unbilled revenue	25,827	30,129
Fuel inventory, at average cost	45,354	41,845
Material and supplies inventory, at average cost	51,727	51,132
Interest rate risk management asset	1,326	0
Accumulated deferred federal and state income taxes, net	19,152	19,829
Accumulated deferred fuel	0	2,136
Cash surrender value of company-/trust-owned life insurance policies	20,540	20,433
Prepayments	3,185	4,155
Regulatory assets- other	13,089	13,028
Other current assets	593	375
Total current assets	292,964	338,314
Property, plant and equipment
Property, plant, and equipment	3,768,322	3,759,541
Accumulated depreciation	(1,173,098)	(1,153,004)
Net property, plant, and equipment	2,595,224	2,606,537
Construction work in progress	122,351	97,595
Total property, plant and equipment, net	2,717,575	2,704,132
Equity investment in investees	14,532	14,532
Prepayments	4,654	4,770
Restricted cash, less current portion	27,164	26,970
Regulatory assets and liabilities - deferred taxes, net	215,793	214,421
Regulatory assets - other	264,030	269,444
Net investment in direct financing lease	130,582	133,595
Intangible asset	20,021	20,293
Total assets	3,687,315	3,726,471
Current liabilities
Short-term debt	0	0
Long-term debt due within one year	13,540	24,258
Accounts payable	68,164	111,504
Accounts payable - affiliate	20,599	9,311
Customer deposits	43,962	43,091
Provision for rate refund	6,977	7,323
Interest accrued	26,255	22,540
Accumulated deferred fuel	6,198	0
Energy risk managment liability, net	3,096	5,336
Interest rate risk management liability	0	3,330
Regulatory liabilities - other	28,473	33,019
Uncertain tax positions	15,812	27,465
Other current liabilities	13,327	14,780
Total current liabilities	246,403	301,957
Deferred credits
Accumulated deferred federal and state income taxes, net	703,297	675,835
Accumulated deferred investment tax credits	7,137	7,432
Postretirement benefit obligations	95,792	94,147
Regulatory liabilities - other	3,079	7,303
Restricted storm reserve	25,454	24,880
Uncertain tax positions	22,331	19,906
Other deferred credits	31,885	37,093
Total deferred credits	888,975	866,596
Member's equity	1,232,306	1,230,862
Long-term debt, net	1,319,631	1,327,056
Total capitalization	2,551,937	2,557,918
Commitments and contingencies (Note 11)
Common shareholders' equity
Total liabilities and shareholders' equity	$ 3,687,315	$ 3,726,471

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Regulatory Assets and Liabilities

3 Months Ended

Mar. 31, 2012

Regulatory Assets and Liabilities Disclosure [Abstract]

Regulatory Assets and Liabilities

Note 3 — Regulatory Assets and Liabilities

Cleco Power follows the authoritative guidance on regulated operations, which allows utilities to capitalize or defer certain costs based on regulatory approval and management’s ongoing assessment that it is probable these items will be recovered through the ratemaking process. The following table summarizes Cleco Power’s regulatory assets and liabilities at March 31, 2012, and December 31, 2011:

	AT MARCH 31,			AT DECEMBER 31,
(THOUSANDS)	2012			2011
Regulatory assets – deferred taxes, net	$	215,793		$	214,421
Mining costs	$	18,480		$	19,117
Interest costs	6,575			6,667
Asset removal costs	818			829
Postretirement plan costs	130,790			132,556
Tree trimming costs	7,693			8,371
Training costs	7,447			7,486
Storm surcredits, net	6,481			9,254
Construction carrying costs	9,395			10,883
Lignite mining agreement contingency	3,781			3,781
AFUDC equity gross-up	74,125			74,346
Rate case costs	983			1,117
Acadia Unit 1 acquisition costs	2,945			2,971
IRP/RFP costs	391			508
AMI pilot costs	120			153
Financing costs	6,944			4,433
Biomass costs	151			—
Total regulatory assets – other	$	277,119		$	282,472
Construction carrying costs	(31,552		)	(40,322		)
Fuel and purchased power	(6,198		)	2,136
Total regulatory assets, net	$	455,162		$	458,707

Construction Carrying Costs

In February 2006, the LPSC approved Cleco Power’s plans to build Madison Unit 3. Terms of the approval included authorization for Cleco Power to collect from customers an amount equal to 75% of the LPSC-jurisdictional portion of the carrying costs of capital during the construction phase of the unit. Cleco Power’s retail rate plan, which was approved in October 2009, established that Cleco Power return carrying costs to customers and record a regulatory asset for all carrying costs incurred by Cleco Power above the actual amount collected from customers. On February 12, 2010, Madison Unit 3 commenced commercial operations and Cleco Power began returning the construction carrying costs to customers. These costs are being amortized over a four-year period. As of March 31, 2012, Cleco Power had returned $134.9 million to customers. At March 31, 2012, $28.5 million was due to be returned to customers within one year.

Fuel and Purchased Power Costs

The cost of fuel used for electric generation and the cost of power purchased for utility customers are recovered through the LPSC-established fuel adjustment clause, which enables Cleco Power to pass on to its customers substantially all such charges. For the three months ended March 31, 2012, approximately 90% of Cleco Power’s total fuel cost was regulated by the LPSC, while the remainder was regulated by FERC.

The $8.3 million decrease was primarily due to $6.8 million of lower per unit costs of fuel and purchased power and a $2.0 million decrease in mark-to-market losses on natural gas positions, which was primarily due to the contractual expiration of certain positions.

Financing Costs

In 2011, Cleco Power entered into and settled two treasury rate locks. Of the $26.8 million in settlements, $7.0 million was recorded as a regulatory asset relating to ineffectiveness of the hedge relationship. As a result of management’s assessment that it is probable that the ineffectiveness will be recovered through the rate-making process, Cleco Power will amortize the regulatory asset over the 30-year term of the related debt issuance.

Biomass Test Burn Costs

In November 2011, the LPSC approved Cleco Power’s request to establish a regulatory asset for the non-fuel, non-capital portion of costs incurred to conduct a test burn of biomass fuel at Madison Unit 3. These costs will be amortized over a five-year period.

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Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees (Details) (USD $)							3 Months Ended				3 Months Ended
	Mar. 31, 2012	Mar. 31, 2012 Cleco Corporation [Member] Guarantee Issued to Entergy Louisiana and Entergy Gulf States for Performance Obligations of Perryville [Member]	Mar. 31, 2012 Cleco Corporation [Member] Guarantee Issued to Entergy Louisiana on behalf of Acadia [Member]	Mar. 31, 2012 Cleco Power [Member] Lignite Mining Agreement Guarantee [Member]	Feb. 28, 2010 Cleco Power [Member] Acadia Unit 1 Transaction [Member]	Mar. 31, 2012 Cleco Power [Member] Guarantee Issued to Cleco Power on behalf of Acadia [Member]	Mar. 31, 2012 APH [Member] Acadia Unit 1 Transaction [Member]	Mar. 31, 2011 APH [Member] Acadia Unit 1 Transaction [Member]	Mar. 31, 2012 APH [Member] Acadia Unit 2 Transaction [Member]	Apr. 29, 2011 APH [Member] Acadia Unit 2 Transaction [Member]	Mar. 31, 2012 Acadia Power Partners [Member] Acadia Unit 1 Transaction [Member]	Mar. 31, 2011 Acadia Power Partners [Member] Acadia Unit 1 Transaction [Member]	Apr. 29, 2011 Acadia Power Partners [Member] APH [Member]	Apr. 29, 2011 Cajun [Member] APH [Member]
Disclosures about Guarantees [Abstract]
Liability recognized on the balance sheets	$ 26,156,000	$ 200,000		$ 3,800,000
Fair value of indemnification liability recorded							13,500,000			21,800,000
Term of indemnification obligation							3 years		3 years
Maximum residual value of indemnification obligation							100,000		200,000
Indemnification liability representing risk of payment							400,000		21,800,000
Income from contractual expiration of indemnification								400,000			7,200,000	900,000
Estimated maximum projected payment			298,800,000	72,500,000	30,000,000	10,000,000
Off-balance sheet commitments, expected termination dates [Abstract]
NET AMOUNT COMMITTED	5,225,000	42,400,000
LESS THAN ONE YEAR	4,725,000
1-3 YEARS	0
3-5 YEARS	0
MORE THAN 5 YEARS	500,000
On-balance sheet guarantees, expected termination dates [Abstract]
NET AMOUNT COMMITTED	26,156,000	200,000		3,800,000
LESS THAN ONE YEAR	0
1-3 YEARS	22,150,000
3-5 YEARS	0
MORE THAN 5 YEARS	4,006,000
Total off-balance sheet commitments and on-balance sheet guarantees, expected termination dates [Abstract]
Total NET AMOUNT COMMITTED	31,381,000
Total LESS THAN ONE YEAR	4,725,000
Total 1-3 YEARS	22,150,000
Total 3-5 YEARS	0
Total MORE THAN 5 YEARS	$ 4,506,000
Equity Method Investment, Ownership Percentage													100.00%
Ownership interest exchanged (in hundredths)														50.00%

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Income Taxes (Tables)

3 Months Ended

Mar. 31, 2012

Effective Income Tax Rates

The following table summarizes the effective income tax rates for Cleco and Cleco Power for the three-month periods ended March 31, 2012, and 2011.

	FOR THE THREE MONTHS ENDED MARCH 31,
	2012		2011
Cleco	30.9	%	29.6	%
Cleco Power	35.1	%	32.4	%

Uncertain Tax Positions, Interest Payable and Interest Expense

The total amounts of uncertain tax positions and related interest payable and interest expense, as reflected on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets and Statements of Income, are shown in the following tables:

(THOUSANDS)	AT MARCH 31, 2012		AT DECEMBER 31, 2011
Interest payable
Cleco	$	2,522	$	13,843
Cleco Power	$	4,113	$	17,327

	FOR THE THREE MONTHS ENDED MARCH 31,
(THOUSANDS)	2012			2011
Interest charges
Cleco	$	(2,867	)	$	1,415
Cleco Power	$	(4,593	)	$	718

Liability for Unrecognized Tax Benefits

Cleco
LIABILITY FOR UNRECOGNIZED
(THOUSANDS)	TAX BENEFITS
Balance at December 31, 2011	$	56,235
Additions for tax positions of current period	2
Reductions for tax positions of current period	(674		)
Additions for tax positions of prior periods	1,769
Reduction for tax positions of prior periods	(10,418		)
Reduction for settlement with tax authority	—
Reduction for lapse of statute of limitations	—
Balance at March 31, 2012	$	46,914

Cleco Power [Member]

Liability for Unrecognized Tax Benefits

Cleco Power
LIABILITY FOR UNRECOGNIZED
(THOUSANDS)	TAX BENEFITS
Balance at December 31, 2011	$	52,558
Additions for tax positions of current period	2
Reductions for tax positions of current period	(648		)
Additions for tax positions of prior periods	1,400
Reduction for tax positions of prior periods	(10,418		)
Reduction for settlement with tax authority	—
Reduction for lapse of statute of limitations	—
Balance at March 31, 2012	$	42,894

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Fair Value Accounting, Carrying Value and Estimated Fair Value (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Dec. 31, 2011
Carrying Value [Member]
Financial instruments not marked-to-market [Abstract]
Cash and cash equivalents	$ 47,249	$ 93,576
Restricted cash	30,580	35,828
Long-term debt, excluding debt issuance costs	1,326,720	1,354,567
Estimated Fair Value [Member]
Financial instruments not marked-to-market [Abstract]
Cash and cash equivalents	47,249	93,576
Restricted cash	30,580	35,828
Long-term debt, excluding debt issuance costs	1,483,939	1,542,867
Cleco Power [Member] | Carrying Value [Member]
Financial instruments not marked-to-market [Abstract]
Cash and cash equivalents	35,885	67,458
Restricted cash	30,484	35,731
Long-term debt, excluding debt issuance costs	1,326,720	1,344,567
Cleco Power [Member] | Estimated Fair Value [Member]
Financial instruments not marked-to-market [Abstract]
Cash and cash equivalents	35,885	67,458
Restricted cash	30,484	35,731
Long-term debt, excluding debt issuance costs	$ 1,483,939	$ 1,532,867

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Acadia Transactions

3 Months Ended

Mar. 31, 2012

Acquisition and Disposal Transactions [Abstract]

Acadia Transactions

Note 13 — Acadia Unit 2 Transaction

Acadia Unit 2

On April 29, 2011, Acadia completed its disposition of Acadia Unit 2 and Acadia Power Station’s remaining common facilities to Entergy Louisiana. The significant terms of the transaction were:

• Entergy Louisiana acquired Acadia Unit 2 for $298.8 million;

• In exchange for $10.9 million, APH indemnified the third-party owners of Cajun and their affiliates against 50% of Acadia’s liabilities and other obligations related to the Acadia Unit 2 transaction;

• APH recognized a gain of $62.0 million, which included $26.2 million of equity income that represents the 2007 investment impairment charge of $45.9 million, partially offset by $19.7 million of capitalized interest during the construction of Acadia;

• APH received 100% ownership in Acadia in exchange for its 50% interest in Cajun, and Acadia became a consolidated subsidiary of APH; and

• Cleco Power operates Acadia Unit 2 on behalf of Entergy Louisiana.

Following the transaction, ongoing operations at Acadia were minimal, relating only to the previously established accounts receivable, accounts payable, and servicing of indemnities. Therefore, Acadia did not meet the definition of a business.