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 June 30, 2015

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 July 20, 2015
Cleco Corporation	Common Stock, $1.00 Par Value	60,480,978

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	2015 2ND 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 (Unaudited)	7
	Cleco Power — Condensed Consolidated Financial Statements (Unaudited)	16
	Notes to the Unaudited Condensed Consolidated Financial Statements	25
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	56
ITEM 4.	Controls and Procedures	57
PART II	Other Information
ITEM 1.	Legal Proceedings	58
ITEM 1A.	Risk Factors	58
ITEM 4.	Mine Safety Disclosures	58
ITEM 5.	Other Information	58
ITEM 6.	Exhibits	59
	Signatures	60

2

CLECO CORPORATION
CLECO POWER	2015 2ND 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 which is the greater of the prime rate, the federal funds effective rate plus 0.50%, or the LIBOR plus 1.0%
Acadia	Acadia Power Partners, LLC, previously a wholly owned subsidiary of Midstream. Acadia Power Partners, LLC was dissolved effective August 29, 2014.
Acadia Unit 1	Cleco Power’s 580-MW, combined cycle, natural gas-fired power plant located at the Acadia Power Station in Eunice, Louisiana
Acadia Unit 2	Entergy Louisiana’s 580-MW, combined cycle, natural gas-fired power plant located at the Acadia Power Station in Eunice, Louisiana, which is operated by 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
AOCI	Accumulated Other Comprehensive Income (Loss)
ARO	Asset Retirement Obligation
ARRA	American Recovery and Reinvestment Act of 2009, an economic stimulus package passed by Congress in February 2009
Attala	Attala Transmission LLC, a wholly owned subsidiary of Cleco Corporation
CCR	Coal combustion by-products or residual
CERCLA	The Comprehensive Environmental Response, Compensation, and Liability Act of 1980
Cleco Katrina/Rita	Cleco Katrina/Rita Hurricane Recovery Funding LLC, a wholly owned subsidiary of Cleco Power
Cleco Partners	Cleco Partners L.P., a Delaware limited partnership that prior to the closing of the Merger will be owned by a consortium of investors, including funds or investment vehicles managed by Macquarie Infrastructure and Real Assets, British Columbia Investment Management Corporation, John Hancock Financial, and other infrastructure investors.
Coughlin	Cleco Power’s 775-MW, combined-cycle, natural gas-fired power plant located in St. Landry, Louisiana. Coughlin was transferred to Cleco Power on March 15, 2014.
CSAPR	The Cross-State Air Pollution Rule
DHLC	Dolet Hills Lignite Company, LLC, a wholly owned subsidiary of SWEPCO
Diversified Lands	Diversified Lands LLC, a wholly owned subsidiary of Cleco Corporation
Dodd-Frank Act	The Dodd-Frank Wall Street Reform and Consumer Protection Act, signed into law on July 21, 2010
Dolet Hills	A 650-MW lignite/natural gas generating unit at Cleco Power’s plant site in Mansfield, Louisiana. Cleco Power has a 50% ownership interest in the capacity of Dolet Hills.
EAC	Environmental Adjustment Clause
EGU	Electric Generating Unit
Entergy Gulf States	Entergy Gulf States Louisiana, L.L.C.
Entergy Louisiana	Entergy Louisiana, LLC
Entergy Mississippi	Entergy Mississippi, Inc.
EPA	U.S. Environmental Protection Agency
ESPP	Cleco Corporation Employee Stock Purchase Plan
Evangeline	Cleco Evangeline LLC, a wholly owned subsidiary of Midstream
FAC	Fuel Adjustment Clause
FASB	Financial Accounting Standards Board
FCC	Federal Communications Commission
FERC	Federal Energy Regulatory Commission
FTR	Financial Transmission Right
FRP	Formula Rate Plan
GAAP	Generally Accepted Accounting Principles in the U.S.
GO Zone	Gulf Opportunity Zone Act of 2005 (Public Law 109-135)
Interconnection Agreement	One of two Interconnection and Real Estate Agreements, one between Attala and Entergy Mississippi, and the other between Perryville and Entergy Louisiana
IRS	Internal Revenue Service
kWh	Kilowatt-hour(s)
LIBOR	London Inter-Bank Offer Rate
LMP	Locational Marginal Price
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
MATS	Mercury and Air Toxics Standards

3

CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

ABBREVIATION OR ACRONYM	DEFINITION
Merger	Merger of Merger Sub with and into Cleco Corporation pursuant to the terms of the Merger Agreement
Merger Agreement	Agreement and Plan of Merger, dated as of October 17, 2014, by and among Cleco Partners, Merger Sub, and Cleco Corporation
Merger Sub	Cleco Merger Sub, Inc., a Louisiana corporation and an indirect wholly-owned subsidiary of Cleco Partners
Midstream	Cleco Midstream Resources LLC, a wholly owned subsidiary of Cleco Corporation
MISO	Midcontinent Independent System Operator, Inc.
Moody’s	Moody’s Investors Service, a credit rating agency
MW	Megawatt(s)
MWh	Megawatt-hour(s)
NERC	North American Electric Reliability Corporation
NMTC	New Markets Tax Credit
NMTC Fund	USB NMTC Fund 2008-1 LLC was formed to invest in projects qualifying for New Markets Tax Credits and Solar Projects
NOx	Nitrogen oxides
Oxbow	Oxbow Lignite Company, LLC, 50% owned by Cleco Power and 50% owned by SWEPCO
Perryville	Perryville Energy Partners, L.L.C., a wholly owned subsidiary of Cleco Corporation
PPA	Power Purchase Agreement
PRP	Potentially Responsible Party
Registrant(s)	Cleco Corporation and/or Cleco Power
Rodemacher Unit 2	A 523-MW coal/natural gas generating unit at Cleco Power’s plant site in Boyce, Louisiana. Cleco Power has a 30% ownership interest in the capacity of Rodemacher Unit 2.
ROE	Return on Equity
RTO	Regional Transmission Organization
S&P	Standard & Poor’s Ratings Services, a credit rating agency
SEC	Securities and Exchange Commission
SERP	Cleco Corporation Supplemental Executive Retirement Plan
SO2	Sulfur dioxide
Support Group	Cleco Support Group LLC, a wholly owned subsidiary of Cleco Corporation
SWEPCO	Southwestern Electric Power Company, an electric utility subsidiary of American Electric Power Company, Inc.
VaR	Value-at-Risk
VIE	Variable Interest Entity

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CLECO CORPORATION
CLECO POWER	2015 2ND 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, results of the Merger; 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; expansion of service to existing 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:

• certain risks and uncertainties associated with the merger of an indirect, wholly-owned subsidiary of Cleco Partners with and into Cleco Corporation including, without limitation:

▪ the occurrence of any event, change, or other circumstance that could give rise to the termination of the Merger Agreement or could otherwise cause the failure of the Merger to close;

▪ the failure to obtain regulatory approvals required for the Merger, or required regulatory approvals delaying the Merger or causing the parties to abandon the Merger;

▪ the failure to obtain any financing necessary to complete the Merger;

▪ risks related to disruption of management’s attention from Cleco’s ongoing business operations due to the Merger;

▪ the outcome of any legal proceeding, regulatory proceeding, or enforcement matter that may be instituted against Cleco and others relating to the Merger;

▪ the risk that the pendency of the Merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the pendency of the Merger;

▪ the effect of the Merger on Cleco’s relationships with its customers, operating results, and business;

▪ the amount of the costs, fees, expenses, and charges related to the Merger;

▪ the receipt of an unsolicited offer from another party to acquire assets or capital stock of Cleco Corporation that could interfere with the Merger; and

▪ future regulatory or legislative actions that could adversely affect Cleco’s participation in the Merger.

• regulatory factors such as changes in rate-setting practices or policies, the unpredictability in political actions of governmental regulatory bodies, adverse regulatory ratemaking actions, recovery of investments made under traditional regulation, recovery of storm restoration costs, the frequency and timing of rate increases or decreases, the impact that rate cases or requests for extensions of an FRP may have on operating decisions of Cleco Power, the results of periodic NERC and LPSC audits, participation in MISO and the related operating challenges and uncertainties, including increased wholesale competition relative to more suppliers, and compliance with the Electric Reliability Organization reliability standards for bulk power systems by Cleco Power,

• factors affecting utility operations, such as unusual weather conditions or other natural phenomena; catastrophic weather-related damage caused by 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 and compliance costs; and power transmission system constraints,

• reliance on third parties for determination of Cleco Power’s commitments and obligations to markets for generation resources and reliance on third-party transmission services,

• global and domestic 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 ability of the Dolet Hills lignite reserve to provide sufficient fuel to the Dolet Hills Power Station until at least 2036,

• Cleco Power’s ability to maintain its right to sell wholesale generation at market-based rates within its control area, 

• Cleco Power’s dependence on energy from sources other than its facilities and future sources of such additional energy,

• reliability of Cleco Power’s generating facilities,

• the imposition of energy efficiency requirements or increased conservation efforts of customers,

• the impact of current or future environmental laws and regulations, including those related to CCRs, greenhouse gases, and energy efficiency that could limit or terminate the operation of certain generating units, increase costs, or reduce customer demand for electricity,

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

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

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CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

• 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,

• legal, environmental, and regulatory delays and other obstacles associated with acquisitions, reorganizations, investments in joint ventures, or other capital projects,

• costs and other effects of legal and administrative proceedings, settlements, investigations, claims, and other matters,

• the availability and use of alternative sources of energy and technologies, such as wind, solar, and distributed generation,

• changes in federal, state, or local laws (including tax laws), changes in tax rates, disallowances of tax positions, or changes in other regulating policies that may result in a change to tax benefits or expenses,

• 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,

• acts of terrorism, cyber attacks, data security breaches or other attempts to disrupt Cleco’s business or the business of third parties, or other man-made disasters, 

• nonperformance by and creditworthiness of the guarantor counterparty of the NMTC Fund, 

• credit ratings of Cleco Corporation and Cleco Power, 

• ability to remain in compliance with debt covenants,

• availability or cost of capital resulting from changes in global markets, Cleco’s business or financial condition, interest rates, or market perceptions of the electric utility industry and energy-related industries, and

• employee work force factors, including work stoppages, aging workforce, and changes in key executives.

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, 2014.

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.

6

CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

PART I — FINANCIAL INFORMATION

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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, 2014. 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	2015 2ND QUARTER FORM 10-Q

CLECO CORPORATION
Condensed Consolidated Statements of Income (Unaudited)
	FOR THE THREE MONTHS ENDED JUNE 30,
(THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)	2015			2014
Operating revenue
Electric operations	$	276,661		$	316,997
Other operations	15,803			14,568
Gross operating revenue	292,464			331,565
Electric customer credits	(3,390		)	(22,495		)
Operating revenue, net	289,074			309,070
Operating expenses
Fuel used for electric generation	84,011			56,696
Power purchased for utility customers	34,132			81,393
Other operations	31,436			28,727
Maintenance	21,436			26,245
Depreciation	36,468			37,570
Taxes other than income taxes	12,117			11,567
Merger transaction costs	(410		)	365
Gain on sale of assets	—			(214		)
Total operating expenses	219,190			242,349
Operating income	69,884			66,721
Interest income	90			350
Allowance for equity funds used during construction	460			2,029
Other income	764			2,495
Other expense	(695		)	(369		)
Interest charges
Interest charges, including amortization of debt expense, premium, and discount, net	20,040			20,635
Allowance for borrowed funds used during construction	(130		)	(570		)
Total interest charges	19,910			20,065
Income before income taxes	50,593			51,161
Federal and state income tax expense	20,359			14,528
Net income applicable to common stock	$	30,234		$	36,633
Average number of basic common shares outstanding	60,480,684			60,359,949
Average number of diluted common shares outstanding	60,800,806			60,626,135
Basic earnings per share
Net income applicable to common stock	$	0.50		$	0.61
Diluted earnings per share
Net income applicable to common stock	$	0.50		$	0.60
Dividends declared per share of common stock	$	0.40		$	0.40
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

8

CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

CLECO CORPORATION
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
	FOR THE THREE MONTHS ENDED JUNE 30,
(THOUSANDS)	2015		2014
Net income	$	30,234	$	36,633
Other comprehensive income, net of tax:
Postretirement benefits gain (net of tax expense of $411 in 2015 and $274 in 2014)	656		438
Net gain on cash flow hedges (net of tax expense of $33 in 2015 and 2014)	53		53
Total other comprehensive income, net of tax	709		491
Comprehensive income, net of tax	$	30,943	$	37,124
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

9

CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

CLECO CORPORATION
Condensed Consolidated Statements of Income (Unaudited)
	FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)	2015			2014
Operating revenue
Electric operations	$	554,175		$	586,756
Other operations	33,535			29,381
Gross operating revenue	587,710			616,137
Electric customer credits	(3,179		)	(22,681		)
Operating revenue, net	584,531			593,456
Operating expenses
Fuel used for electric generation	172,136			115,743
Power purchased for utility customers	78,213			134,117
Other operations	59,995			55,716
Maintenance	40,518			58,615
Depreciation	73,746			79,311
Taxes other than income taxes	25,589			25,674
Merger transaction costs	1,730			365
Gain on sale of assets	—			(145		)
Total operating expenses	451,927			469,396
Operating income	132,604			124,060
Interest income	388			952
Allowance for equity funds used during construction	1,537			3,660
Other income	1,409			3,466
Other expense	(1,063		)	(1,041		)
Interest charges
Interest charges, including amortization of debt expense, premium, and discount, net	40,483			41,393
Allowance for borrowed funds used during construction	(451		)	(1,059		)
Total interest charges	40,032			40,334
Income before income taxes	94,843			90,763
Federal and state income tax expense	37,687			28,206
Net income applicable to common stock	$	57,156		$	62,557
Average number of basic common shares outstanding	60,470,989			60,424,591
Average number of diluted common shares outstanding	60,776,735			60,678,026
Basic earnings per share
Net income applicable to common stock	$	0.95		$	1.04
Diluted earnings per share
Net income applicable to common stock	$	0.94		$	1.03
Dividends declared per share of common stock	$	0.80		$	0.7625
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

10

CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

CLECO CORPORATION
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
	FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2015		2014
Net income	$	57,156	$	62,557
Other comprehensive income, net of tax:
Postretirement benefits gain (net of tax expense of $792 in 2015 and $802 in 2014)	1,265		1,282
Net gain on cash flow hedges (net of tax expense of $66 in 2015 and 2014)	106		106
Total other comprehensive income, net of tax	1,371		1,388
Comprehensive income, net of tax	$	58,527	$	63,945
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

11

CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

CLECO CORPORATION
Condensed Consolidated Balance Sheets (Unaudited)
(THOUSANDS)	AT JUNE 30, 2015			AT DEC. 31, 2014
Assets
Current assets
Cash and cash equivalents	$	22,429		$	44,423
Restricted cash and cash equivalents	8,342			8,986
Customer accounts receivable (less allowance for doubtful accounts of $1,218 in 2015 and $922 in 2014)	49,442			41,500
Other accounts receivable	20,319			28,098
Unbilled revenue	43,341			38,475
Fuel inventory, at average cost	56,921			64,747
Material and supplies inventory, at average cost	73,977			71,124
Energy risk management assets	22,480			10,776
Accumulated deferred federal and state income taxes, net	66,386			76,785
Accumulated deferred fuel	9,087			21,554
Cash surrender value of company-/trust-owned life insurance policies	72,845			71,167
Prepayments	8,978			10,284
Regulatory assets	15,002			12,212
Other current assets	1,262			473
Total current assets	470,811			500,604
Property, plant, and equipment
Property, plant, and equipment	4,548,451			4,508,960
Accumulated depreciation	(1,489,864		)	(1,442,960		)
Net property, plant, and equipment	3,058,587			3,066,000
Construction work in progress	118,364			99,458
Total property, plant, and equipment, net	3,176,951			3,165,458
Equity investment in investees	15,380			14,540
Prepayments	4,965			4,891
Restricted cash and cash equivalents	15,815			15,130
Regulatory assets - deferred taxes, net	236,742			234,370
Regulatory assets	295,280			311,867
Net investment in direct financing lease	13,482			13,498
Intangible asset	83,048			90,642
Tax credit fund investment, net	6,336			7,251
Other deferred charges	23,204			20,822
Total assets	$	4,342,014		$	4,379,073
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
(Continued on next page)

12

CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

CLECO CORPORATION
Condensed Consolidated Balance Sheets (Unaudited)
(THOUSANDS)	AT JUNE 30, 2015			AT DEC. 31, 2014
Liabilities and shareholders’ equity
Liabilities
Current liabilities
Long-term debt due within one year	$	43,847		$	18,272
Accounts payable	96,316			127,268
Customer deposits	54,587			53,411
Provision for rate refund	5,444			2,264
Taxes payable	20,345			2,197
Interest accrued	9,863			8,669
Energy risk management liabilities	506			827
Regulatory liabilities - other	624			312
Deferred compensation	10,389			11,374
Other current liabilities	14,273			13,176
Total current liabilities	256,194			237,770
Long-term liabilities and deferred credits
Accumulated deferred federal and state income taxes, net	946,334			918,858
Accumulated deferred investment tax credits	3,703			4,161
Postretirement benefit obligations	202,484			197,623
Regulatory liabilities - other	—			312
Restricted storm reserve	15,544			14,916
Other deferred credits	23,373			28,510
Total long-term liabilities and deferred credits	1,191,438			1,164,380
Long-term debt, net	1,255,042			1,349,653
Total liabilities	2,702,674			2,751,803
Commitments and Contingencies (Note 11)
Shareholders’ equity
Common shareholders’ equity
Common stock, $1 par value, authorized 100,000,000 shares, issued 61,058,918 and 61,051,286 shares and outstanding 60,480,978 and 60,421,467 shares at June 30, 2015, and December 31, 2014, respectively	61,059			61,051
Premium on common stock	415,617			415,482
Retained earnings	1,217,183			1,208,712
Treasury stock, at cost, 577,940 and 629,819 shares at June 30, 2015, and December 31, 2014, respectively	(23,225		)	(25,310		)
Accumulated other comprehensive loss	(31,294		)	(32,665		)
Total shareholders’ equity	1,639,340			1,627,270
Total liabilities and shareholders’ equity	$	4,342,014		$	4,379,073
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

13

CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

CLECO CORPORATION
Condensed Consolidated Statements of Cash Flows (Unaudited)
	FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2015			2014
Operating activities
Net income	$	57,156		$	62,557
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	76,951			85,264
Unearned compensation expense	3,341			3,569
Allowance for equity funds used during construction	(1,537		)	(3,660		)
Net deferred income taxes	33,367			23,685
Deferred fuel costs	7,251			(25,971		)
Cash surrender value of company-/trust-owned life insurance	(366		)	(3,011		)
Changes in assets and liabilities:
Accounts receivable	(8,062		)	(17,232		)
Unbilled revenue	(4,866		)	(16,195		)
Fuel, materials and supplies inventory	4,973			(6,785		)
Prepayments	1,295			2,313
Accounts payable	(27,652		)	19,909
Customer deposits	6,104			8,017
Postretirement benefit obligations	6,878			4,486
Regulatory assets and liabilities, net	8,764			(4,491		)
Other deferred accounts	(7,872		)	(14,815		)
Taxes accrued	16,959			1,777
Interest accrued	1,112			3,522
Other operating	671			2,213
Net cash provided by operating activities	174,467			125,152
Investing activities
Additions to property, plant, and equipment	(78,180		)	(113,175		)
Allowance for equity funds used during construction	1,537			3,660
Return of investment in company-owned life insurance	—			1,303
Premiums paid on company-/trust-owned life insurance	(1,375		)	(1,635		)
Equity investment in investees	(840		)	—
Return of equity investment in tax credit fund	1,172			1,062
Contributions to tax credit fund	(923		)	(22,364		)
Transfer of cash to restricted accounts, net	(41		)	(9,557		)
Sale of restricted investments	—			11,138
Maturity of restricted investments	—			1,458
Other investing	459			414
Net cash used in investing activities	(78,191		)	(127,696		)
Financing activities
Draws on credit facility	62,000			139,000
Payments on credit facility	(87,000		)	(74,000		)
Repayment of long-term debt	(43,053		)	(7,581		)
Repurchase of common stock	—			(12,449		)
Dividends paid on common stock	(48,869		)	(46,608		)
Other financing	(1,348		)	(1,237		)
Net cash used in financing activities	(118,270		)	(2,875		)
Net decrease in cash and cash equivalents	(21,994		)	(5,419		)
Cash and cash equivalents at beginning of period	44,423			28,656
Cash and cash equivalents at end of period	$	22,429		$	23,237
Supplementary cash flow information
Interest paid, net of amount capitalized	$	36,751		$	36,343
Income taxes paid, net	$	306		$	14,219
Supplementary non-cash investing and financing activities
Accrued additions to property, plant, and equipment	$	7,674		$	21,556
Decreases in property, plant, and equipment	$	227		$	—
Issuance of common stock – ESPP	$	—		$	148
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

14

CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

CLECO CORPORATION
Condensed Consolidated Statements of Changes in Common Shareholders’ Equity (Unaudited)
	COMMON STOCK			TREASURY STOCK					PREMIUM ON COMMON STOCK		RETAINED EARNINGS			AOCI			TOTAL SHAREHOLDERS’ EQUITY
(THOUSANDS, EXCEPT SHARE AMOUNTS)	SHARES	AMOUNT		SHARES		COST
Balances, Dec. 31, 2014	61,051,286	$	61,051	(629,819	)	$	(25,310	)	$	415,482	$	1,208,712		$	(32,665	)	$	1,627,270
Common stock issued for compensatory plans	7,632	8		51,879		2,085			135		—			—			2,228
Dividends on common stock, $0.80 per share	—	—		—		—			—		(48,685		)	—			(48,685		)
Net income	—	—		—		—			—		57,156			—			57,156
Other comprehensive income, net of tax	—	—		—		—			—		—			1,371			1,371
Balances, June 30, 2015	61,058,918	$	61,059	(577,940	)	$	(23,225	)	$	415,617	$	1,217,183		$	(31,294	)	$	1,639,340
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

15

CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

ITEM 1.CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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, 2014. 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.”

16

CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

CLECO POWER
Condensed Consolidated Statements of Income (Unaudited)
	FOR THE THREE MONTHS ENDED JUNE 30,
(THOUSANDS)	2015			2014
Operating revenue
Electric operations	$	276,661		$	316,997
Other operations	15,283			14,027
Affiliate revenue	331			330
Gross operating revenue	292,275			331,354
Electric customer credits	(3,390		)	(22,495		)
Operating revenue, net	288,885			308,859
Operating expenses
Fuel used for electric generation	84,011			56,696
Power purchased for utility customers	34,132			81,393
Other operations	31,650			29,146
Maintenance	21,230			26,203
Depreciation	36,126			37,295
Taxes other than income taxes	11,493			11,094
Total operating expenses	218,642			241,827
Operating income	70,243			67,032
Interest income	48			350
Allowance for equity funds used during construction	460			2,029
Other income	846			389
Other expense	(474		)	(432		)
Interest charges
Interest charges, including amortization of debt expense, premium, and discount, net	19,531			21,209
Allowance for borrowed funds used during construction	(130		)	(570		)
Total interest charges	19,401			20,639
Income before income taxes	51,722			48,729
Federal and state income tax expense	19,909			16,071
Net income	$	31,813		$	32,658
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

17

CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

CLECO POWER
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
	FOR THE THREE MONTHS ENDED JUNE 30,
(THOUSANDS)	2015		2014
Net income	$	31,813	$	32,658
Other comprehensive income, net of tax:
Postretirement benefits gain (net of tax expense of $180 in 2015 and $138 in 2014)	288		222
Net gain on cash flow hedges (net of tax expense of $33 in 2015 and 2014)	53		53
Total other comprehensive income, net of tax	341		275
Comprehensive income, net of tax	$	32,154	$	32,933
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

18

CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

CLECO POWER
Condensed Consolidated Statements of Income (Unaudited)
	FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2015			2014
Operating revenue
Electric operations	$	554,175		$	586,756
Other operations	32,495			28,299
Affiliate revenue	665			665
Gross operating revenue	587,335			615,720
Electric customer credits	(3,179		)	(22,681		)
Operating revenue, net	584,156			593,039
Operating expenses
Fuel used for electric generation	172,136			115,743
Power purchased for utility customers	78,213			139,584
Other operations	60,130			54,462
Maintenance	40,175			56,460
Depreciation	73,109			77,498
Taxes other than income taxes	24,479			24,069
Total operating expenses	448,242			467,816
Operating income	135,914			125,223
Interest income	304			951
Allowance for equity funds used during construction	1,537			3,660
Other income	1,297			752
Other expense	(1,062		)	(941		)
Interest charges
Interest charges, including amortization of debt expense, premium, and discount, net	39,755			41,458
Allowance for borrowed funds used during construction	(451		)	(1,059		)
Total interest charges	39,304			40,399
Income before income taxes	98,686			89,246
Federal and state income tax expense	38,268			30,281
Net income	$	60,418		$	58,965
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

19

CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

CLECO POWER
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
	FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2015		2014
Net income	$	60,418	$	58,965
Other comprehensive income, net of tax:
Postretirement benefits gain (net of tax expense of $126 in 2015 and $467 in 2014)	201		747
Net gain on cash flow hedges (net of tax expense of $66 in 2015 and 2014)	106		106
Total other comprehensive income, net of tax	307		853
Comprehensive income, net of tax	$	60,725	$	59,818
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

20

CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

CLECO POWER
Condensed Consolidated Balance Sheets (Unaudited)
(THOUSANDS)	AT JUNE 30, 2015			AT DEC. 31, 2014
Assets
Utility plant and equipment
Property, plant, and equipment	$	4,534,234		$	4,495,490
Accumulated depreciation	(1,479,472		)	(1,433,206		)
Net property, plant, and equipment	3,054,762			3,062,284
Construction work in progress	116,177			96,702
Total utility plant, net	3,170,939			3,158,986
Current assets
Cash and cash equivalents	20,063			39,162
Restricted cash and cash equivalents	8,342			8,986
Customer accounts receivable (less allowance for doubtful accounts of $1,218 in 2015 and $922 in 2014)	49,442			41,500
Accounts receivable - affiliate	23,575			23,621
Other accounts receivable	20,315			27,949
Unbilled revenue	43,341			38,475
Fuel inventory, at average cost	56,921			64,747
Material and supplies inventory, at average cost	73,977			71,124
Energy risk management assets	22,480			10,776
Accumulated deferred federal and state income taxes, net	6,363			6,725
Accumulated deferred fuel	9,087			21,554
Cash surrender value of company-owned life insurance policies	19,845			19,678
Prepayments	8,077			7,283
Regulatory assets	15,002			12,212
Other current assets	1,121			368
Total current assets	377,951			394,160
Equity investment in investee	15,372			14,532
Prepayments	4,965			4,891
Restricted cash and cash equivalents	15,794			15,109
Regulatory assets - deferred taxes, net	236,742			234,370
Regulatory assets	295,280			311,867
Intangible asset	83,048			90,642
Other deferred charges	21,214			18,429
Total assets	$	4,221,305		$	4,242,986
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
(Continued on next page)

21

CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

CLECO POWER
Condensed Consolidated Balance Sheets (Unaudited)
(THOUSANDS)	AT JUNE 30, 2015		AT DEC. 31, 2014
Liabilities and member’s equity
Member’s equity	$	1,546,583	$	1,545,858
Long-term debt, net	1,203,042		1,292,653
Total capitalization	2,749,625		2,838,511
Current liabilities
Long-term debt due within one year	43,847		18,272
Accounts payable	91,379		116,925
Accounts payable - affiliate	6,781		7,760
Customer deposits	54,587		53,411
Provision for rate refund	5,444		2,264
Taxes payable	22,064		3,115
Interest accrued	10,324		9,224
Energy risk management liabilities	506		827
Regulatory liabilities - other	624		312
Other current liabilities	11,003		9,380
Total current liabilities	246,559		221,490
Commitments and Contingencies (Note 11)
Long-term liabilities and deferred credits
Accumulated deferred federal and state income taxes, net	1,039,395		1,001,332
Accumulated deferred investment tax credits	3,703		4,161
Postretirement benefit obligations	143,947		135,825
Regulatory liabilities - other	—		312
Restricted storm reserve	15,544		14,916
Other deferred credits	22,532		26,439
Total long-term liabilities and deferred credits	1,225,121		1,182,985
Total liabilities and member’s equity	$	4,221,305	$	4,242,986
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

22

CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

CLECO POWER
Condensed Consolidated Statements of Cash Flows (Unaudited)
	FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2015			2014
Operating activities
Net income	$	60,418		$	58,965
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	75,591			82,139
Allowance for equity funds used during construction	(1,537		)	(3,660		)
Net deferred income taxes	34,583			31,493
Deferred fuel costs	7,251			(25,971		)
Changes in assets and liabilities:
Accounts receivable	(8,204		)	(17,048		)
Accounts and notes receivable, affiliate	5,857			393
Unbilled revenue	(4,866		)	(16,195		)
Fuel, materials and supplies inventory	4,973			(6,752		)
Prepayments	(867		)	2,339
Accounts payable	(22,311		)	25,861
Accounts and notes payable, affiliate	(2,619		)	(2,626		)
Customer deposits	6,104			8,017
Postretirement benefit obligations	3,533			2,548
Regulatory assets and liabilities, net	8,764			(4,491		)
Other deferred accounts	(6,409		)	(10,404		)
Taxes accrued	18,949			(3,072		)
Interest accrued	1,099			1,210
Other operating	1,888			2,123
Net cash provided by operating activities	182,197			124,869
Investing activities
Additions to property, plant, and equipment	(78,010		)	(112,627		)
Allowance for equity funds used during construction	1,537			3,660
Return of investment in company-owned life insurance	—			1,303
Equity investment in investees	(840		)	—
Transfer of cash to restricted accounts, net	(41		)	(9,557		)
Sale of restricted investments	—			11,138
Maturity of restricted investments	—			1,458
Other investing	459			412
Net cash used in investing activities	(76,895		)	(104,213		)
Financing activities
Draws on credit facility	20,000			112,000
Payments on credit facility	(40,000		)	(57,000		)
Repayment of long-term debt	(43,053		)	(7,581		)
Distributions to parent	(60,000		)	(70,000		)
Other financing	(1,348		)	(1,232		)
Net cash used in financing activities	(124,401		)	(23,813		)
Net decrease in cash and cash equivalents	(19,099		)	(3,157		)
Cash and cash equivalents at beginning of period	39,162			21,055
Cash and cash equivalents at end of period	$	20,063		$	17,898
Supplementary cash flow information
Interest paid, net of amount capitalized	$	36,394		$	36,337
Income taxes paid, net	$	565		$	255
Supplementary non-cash investing and financing activities
Accrued additions to property, plant, and equipment	$	7,639		$	21,480
Decreases in property, plant, and equipment	$	227		$	—
Non-cash additions to property, plant, and equipment - Coughlin	$	—		$	176,244
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

23

CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

CLECO POWER
Condensed Consolidated Statements of Changes in Member's Equity (Unaudited)
(THOUSANDS)	MEMBER’S EQUITY			AOCI			TOTAL MEMBER’S EQUITY
Balances, Dec. 31, 2014	$	1,563,146		$	(17,288	)	$	1,545,858
Other comprehensive income, net of tax	—			307			307
Distributions to parent	(60,000		)	—			(60,000		)
Net income	60,418			—			60,418
Balances, June 30, 2015	$	1,563,564		$	(16,981	)	$	1,546,583
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

24

CLECO CORPORATION
CLECO POWER	2015 2ND 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	Accumulated Other Comprehensive Loss	Cleco Corporation and Cleco Power
Note 14	Coughlin Transfer	Cleco Corporation and Cleco Power
Note 15	Agreement and Plan of Merger	Cleco Corporation

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 in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these Condensed Consolidated Financial Statements do not include all of the information and notes required by GAAP for annual financial statements. The year-end Condensed Consolidated Balance Sheet data was derived from audited financial statements. Because the interim Condensed Consolidated Financial Statements and the accompanying notes do not include all of the information and notes required by GAAP for annual financial statements, the Condensed Consolidated Financial Statements and other information included in this quarterly report should be read in conjunction with the Consolidated Financial Statements and accompanying notes in the Registrants’ Combined Annual Report on Form 10-K for the year ended December 31, 2014.

These Condensed Consolidated Financial Statements, in the opinion of management, reflect all normal recurring adjustments that are necessary to fairly present the financial position and results of operations of Cleco. Amounts reported in Cleco’s interim financial statements are not necessarily indicative of amounts expected for the annual periods due to the effects of seasonal temperature variations on energy consumption, regulatory rulings, the timing of maintenance on electric generating units, changes in mark-to-market valuations, changing commodity prices, discrete income tax items, and other factors.

In preparing financial statements that conform to GAAP, management must make estimates and assumptions that affect the reported amounts of assets and liabilities, the reported amounts of revenues and expenses, and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. For information on recent authoritative guidance and its effect on financial results, see Note 2 — “Recent Authoritative Guidance.”

Unbilled Revenue

Cleco Power accrues estimated revenue monthly for energy used by customers but not yet billed. The monthly estimated unbilled revenue amounts are recorded as unbilled revenue and a receivable. During the third quarter of 2014, Cleco Power began using actual customer energy consumption data available from its installation of AMI to calculate unbilled revenues.

Property, Plant, and Equipment

Property, plant, and equipment consists primarily of regulated utility generation and energy transmission and distribution 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.

Cleco’s property, plant, and equipment consisted of:

(THOUSANDS)	AT JUNE 30, 2015			AT DEC. 31, 2014
Regulated utility plants	$	4,534,234		$	4,495,490
Other	14,217			13,470
Total property, plant, and equipment	4,548,451			4,508,960
Accumulated depreciation	(1,489,864		)	(1,442,960		)
Net property, plant, and equipment	$	3,058,587		$	3,066,000

25

CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

Restricted Cash and Cash Equivalents

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 and cash equivalents consisted of:

(THOUSANDS)	AT JUNE 30, 2015		AT DEC. 31, 2014
Current:
Cleco Katrina/Rita’s storm recovery bonds	$	8,342	$	8,986
Non-current:
Diversified Lands’ mitigation escrow	21		21
Cleco Power’s future storm restoration costs	15,542		14,915
Cleco Power’s building renovation escrow	252		194
Non-current total	15,815		15,130
Total restricted cash and cash equivalents	$	24,157	$	24,116

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 administration fees, interest, and principal on storm recovery bonds. During the six months ended June 30, 2015, Cleco Katrina/Rita collected $10.1 million net of administration fees. In March 2015, Cleco Katrina/Rita used $8.1 million for a scheduled storm recovery bond principal payment and $2.6 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. For more information about fair value levels, see Note 4 — “Fair Value Accounting.”

Risk Management

Market risk inherent in Cleco’s market risk-sensitive instruments and positions includes potential changes in value arising from changes in interest rates and the commodity market prices of power, FTRs, and natural gas in the industry 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, FTRs, 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. With the exception of FTRs, 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 also enter into risk mitigating positions that would not meet the requirements of a normal-purchase, normal-sale transaction in order to attempt to mitigate the volatility in customer fuel costs. These positions are marked-to-market with the resulting gain or loss recorded on Cleco and

Cleco Power’s Condensed Consolidated Balance Sheets 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 in accordance with regulatory policy. When these positions close, actual gains or losses are included in the FAC and reflected on customers’ bills as a component of the fuel cost adjustment. There were no open natural gas positions at June 30, 2015, or December 31, 2014. In June 2015, the LPSC approved a long-term natural gas hedging pilot program that requires Cleco Power to establish a proposal for a long-term natural gas procurement program that will be designed to provide gas price stability for a minimum of five years. This proposal is required to be submitted to the LPSC by June 30, 2018.

Cleco Power purchases the majority of its FTRs in annual auctions facilitated by MISO during the second quarter of each year and may also purchase additional FTRs in monthly auctions facilitated by MISO. FTRs are derivative instruments which represent economic hedges of future congestion charges that will be incurred in serving Cleco Power’s customer load. FTRs are not designated as hedging instruments for accounting purposes. Cleco Power initially records FTRs at their estimated fair value and subsequently adjusts the carrying value to their estimated fair value at the end of each accounting period based on the most recent MISO FTR auction prices. Unrealized gains or losses on FTRs held by Cleco Power are included in Accumulated deferred fuel on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets. Realized gains or losses on settled FTRs are recorded in Electric operations or Power purchased for utility customers on Cleco and Cleco Power’s Condensed Consolidated Statements of Income. At June 30, 2015, Cleco and Cleco Power’s Condensed Consolidated Balance Sheets reflected the fair value of open FTR positions of $22.5 million in Energy risk management assets and $0.5 million in Energy risk management liabilities, compared to $10.8 million in Energy risk management assets and $0.8 million in Energy risk management liabilities at December 31, 2014. For more information on FTRs, see Note 4 — “Fair Value Accounting — Derivatives and Hedging — Commodity Contracts.”

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 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 may enter into contracts to mitigate the volatility in interest rate risk. These contracts include, but are not limited to, interest rate swaps and treasury rate locks.

Accounting for MISO Transactions

Cleco Power participates in MISO’s Energy and Operating Reserve market where hourly sales and purchases are netted. If the hourly activity nets to sales, the result is reported in Electric operations on Cleco and Cleco Power’s Condensed Consolidated Statements of Income. If the hourly activity nets to purchases, the result is reported in Power purchased for

26

CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

utility customers on Cleco and Cleco Power’s Condensed Consolidated Statements of Income.

Earnings per Average Common Share

The following tables show the calculation of basic and diluted earnings per share:

						FOR THE THREE MONTHS ENDED JUNE 30,
				2015					2014
(THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)	INCOME		SHARES	PER SHARE AMOUNT		INCOME		SHARES	PER SHARE AMOUNT
Basic net income applicable to common stock	$	30,234	60,480,684	$	0.50	$	36,633	60,359,949	$	0.61
Effect of dilutive securities
Add: restricted stock (LTICP)			320,122					266,186
Diluted net income applicable to common stock	$	30,234	60,800,806	$	0.50	$	36,633	60,626,135	$	0.60

						FOR THE SIX MONTHS ENDED JUNE 30,
				2015					2014
(THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)	INCOME		SHARES	PER SHARE AMOUNT		INCOME		SHARES	PER SHARE AMOUNT
Basic net income applicable to common stock	$	57,156	60,470,989	$	0.95	$	62,557	60,424,591	$	1.04
Effect of dilutive securities
Add: restricted stock (LTICP)			305,746					253,435
Diluted net income applicable to common stock	$	57,156	60,776,735	$	0.94	$	62,557	60,678,026	$	1.03

Stock-Based Compensation

At June 30, 2015, Cleco had two stock-based compensation plans: the ESPP and the LTICP. In accordance with the Merger Agreement, the ESPP has been suspended and will be cancelled upon the completion of the Merger.

Pursuant to the LTICP, options or restricted shares of stock, also known as non-vested stock, common stock equivalents, and stock appreciation rights may be granted to certain officers, key employees, or directors of Cleco Corporation and its subsidiaries. During the six months ended June 30, 2015, Cleco granted 90,050 shares of non-vested stock to certain officers and key employees of Cleco Corporation and its subsidiaries pursuant to the LTICP. Upon

the completion of the Merger, all unvested shares outstanding under the LTICP that were granted prior to January 1, 2015, will vest at target and be paid out in cash to plan participants in accordance with the terms of the Merger Agreement. Unvested shares that were granted in 2015 will be prorated to the target amount and be paid out in cash to plan participants in accordance with the terms of the Merger Agreement. For more information about the Merger, see Note 15 — “Agreement and Plan of Merger.”

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

	CLECO CORPORATION				CLECO POWER				CLECO CORPORATION				CLECO POWER
	FOR THE THREE MONTHS ENDED JUNE 30,								FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2015		2014		2015		2014		2015		2014		2015		2014
Equity classification
Non-vested stock	$	1,440	$	1,533	$	502	$	507	$	3,225	$	3,454	$	946	$	934
Tax benefit	$	554	$	590	$	193	$	195	$	1,241	$	1,329	$	364	$	359

Common Stock Repurchase Program

In January 2011, Cleco Corporation’s Board of Directors approved the implementation of a common stock repurchase program. This program authorizes management to repurchase, from time to time, shares of common stock so that Cleco’s diluted average shares of common stock outstanding remain approximately equal to its diluted average shares of common stock outstanding for 2010. Under this program, purchases may be made on a discretionary basis at times and in amounts as determined by management, subject to market conditions, legal requirements, and other factors. Purchases under the program will not be announced in advance and may be made in the open market or through privately negotiated transactions. No shares of common stock were repurchased during the six months ended June 30, 2015, nor the three months ended June 30, 2014. During the first quarter of 2014, Cleco Corporation repurchased 250,000 shares of common stock. In accordance with the Merger Agreement, until the completion of the Merger, no additional common stock will be repurchased under this program without the prior written consent of Cleco Partners. For more information about the Merger, see Note 15 — “Agreement and Plan of Merger.”

Note 2 — Recent Authoritative Guidance

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

In May 2014, FASB amended the accounting guidance for revenue recognition. The amended guidance affects entities that enter into contracts for the transfer of non-financial assets unless those contracts are within the scope of other standards. The core principle of this guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Under the new guidance, an entity must identify the performance obligations in a contract and the transaction price, and allocate the price to specific performance obligations to recognize the revenue when the obligation is completed. The amendments in this update also require disclosure of sufficient information to allow users to understand the nature, amount, timing, and uncertainty of revenue and cash flow arising from contracts. On July 9, 2015, the FASB approved a one-year deferral of the

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effective date. The standard will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Management is currently evaluating the impact that the adoption of this guidance will have on the results of operations, financial condition, and cash flows of the Registrants.

In February 2015, FASB amended the accounting guidance for the consolidation analysis. All legal entities are subject to reevaluation under this revised consolidation model. The adoption of this guidance is effective for annual periods beginning after December 15, 2015, including interim periods within that reporting period. Management is currently evaluating this guidance, but does not expect it to have an impact on the results of operations, financial condition, or cash flows of the Registrants.

In April 2015, FASB amended the accounting guidance to simplify the presentation of debt issuance costs. This guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The adoption of this guidance is effective for annual periods beginning after December 15, 2015, including interim periods within that reporting period. Cleco currently records debt issuance costs in Other deferred charges on Cleco’s Condensed Consolidated Balance Sheet. Cleco will adopt the revisions to this amendment beginning with the March 31, 2016 reporting period. The adoption of this guidance will not have an impact on the results of operations, financial condition, or cash flows of the Registrants.

In April 2015, FASB issued accounting guidance for a customer’s accounting for fees paid in a cloud computing arrangement. This amendment provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The adoption of this guidance is effective for annual periods beginning after December 15, 2015, including interim periods within that reporting period. Management does not expect the adoption of this guidance to materially impact the results of operations, financial condition, or cash flows of the Registrants.

In April 2015, FASB amended the accounting guidance for fair value measurements. Currently, this guidance permits entities, as a practical expedient, to measure the fair value of certain investments using the net asset value per share of the investment. These investments are currently categorized within the fair value hierarchy on the basis of whether the investment is redeemable at net asset value on the measurement date, never redeemable at net asset value, or redeemable at net asset value at a future date. This amendment removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendment also removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. The adoption of this guidance is effective for annual periods beginning after December 15, 2015, including interim

periods within that reporting period. The adoption of this guidance will not have an impact on the results of operations, financial condition, or cash flows of the Registrants.

In July 2015, FASB issued accounting guidance to simplify the measurement of inventory. This guidance requires entities to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The adoption of this guidance is effective for annual periods beginning after December 15, 2016, including interim periods within that reporting period. Management is currently evaluating this guidance, but does not expect it to have an impact on the results of operations, financial condition, or cash flows of the Registrants.

Note 3 — Regulatory Assets and Liabilities

Cleco Power follows the authoritative guidance on regulated operations, which allows utilities to capitalize or defer certain costs for recovery from customers and to recognize a liability for amounts expected to be returned to customers based on regulatory approval and management’s ongoing assessment that it is probable these items will be recovered or refunded through the ratemaking process.

Under the current regulatory environment, Cleco Power believes these regulatory assets will be fully recoverable; however, if in the future, as a result of regulatory changes or competition, Cleco Power’s ability to recover these regulatory assets would no longer be probable, then to the extent that such regulatory assets were determined not to be recoverable, Cleco Power would be required to write-down such assets. In addition, potential deregulation of the industry or possible future changes in the method of rate regulation of Cleco Power could require discontinuance of the application of these authoritative guidelines.

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The following table summarizes Cleco Power’s regulatory assets and liabilities:

(THOUSANDS)	AT JUNE 30, 2015			AT DEC. 31, 2014
Regulatory assets – deferred taxes, net	$	236,742		$	234,370
Mining costs	10,196			11,470
Interest costs	5,402			5,582
AROs	1,263			1,029
Postretirement costs	154,025			160,903
Tree trimming costs	7,675			8,066
Training costs	6,941			7,019
Surcredits, net	11,692			13,587
Amended lignite mining agreement contingency	3,781			3,781
AMI deferred revenue requirement	5,590			5,863
Production operations and maintenance expenses	13,351			14,761
AFUDC equity gross-up	72,223			72,859
Acadia Unit 1 acquisition costs	2,600			2,653
Financing costs	9,217			9,402
Biomass costs	66			82
MISO integration costs	2,807			3,275
Coughlin transaction costs	1,045			1,060
Corporate franchise tax	1,132			1,223
Acadia FRP true-up	754			754
Energy efficiency	46			114
Other	476			596
Total regulatory assets	310,282			324,079
PPA true-up	(624		)	(624		)
Fuel and purchased power	9,087			21,554
Total regulatory assets, net	$	555,487		$	579,379

Fuel and Purchased Power

The cost of fuel used for electric generation and the cost of power purchased for utility customers are recovered through the LPSC-established FAC, which enables Cleco Power to pass on to its customers substantially all such charges. For the three and six months ended June 30, 2015, approximately 76% and 75%, respectively, of Cleco Power’s total fuel cost was regulated by the LPSC.

The $12.5 million decrease in the under-recovered costs was due to a $6.1 million decrease in fuel costs and power purchases as a result of the timing of collections of fuel expenses and the loss of a wholesale customer. Also contributing to the change in the under-recovered costs was a $6.4 million decrease due to the settlement of previously open FTR positions and a mark-to-market gain on current open FTR positions.

Note 4 — Fair Value Accounting

The amounts reflected on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets at June 30, 2015, and December 31, 2014, for cash equivalents, restricted cash equivalents, accounts receivable, other accounts receivable, and accounts payable approximate fair value because of their short-term nature.

The following tables summarize the carrying value and estimated market value of Cleco and Cleco Power’s financial instruments not measured at fair value on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets:

Cleco
	AT JUNE 30, 2015				AT DEC. 31, 2014
(THOUSANDS)	CARRYING VALUE		ESTIMATED FAIR VALUE		CARRYING VALUE		ESTIMATED FAIR VALUE
Financial instruments not marked-to-market:
Cash equivalents	$	16,600	$	16,600	$	39,700	$	39,700
Restricted cash equivalents	$	24,115	$	24,115	$	24,001	$	24,001
Long-term debt, excluding debt issuance costs	$	1,300,300	$	1,446,931	$	1,368,354	$	1,601,816

Cleco Power
	AT JUNE 30, 2015				AT DEC. 31, 2014
(THOUSANDS)	CARRYING VALUE		ESTIMATED FAIR VALUE		CARRYING VALUE		ESTIMATED FAIR VALUE
Financial instruments not marked-to-market:
Cash equivalents	$	14,800	$	14,800	$	34,700	$	34,700
Restricted cash equivalents	$	24,094	$	24,094	$	23,980	$	23,980
Long-term debt, excluding debt issuance costs	$	1,248,300	$	1,394,931	$	1,311,354	$	1,544,816

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:

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Cleco
	CLECO CONSOLIDATED FAIR VALUE MEASUREMENTS AT REPORTING DATE USING:
(THOUSANDS)	AT JUNE 30, 2015		QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1)		SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)		AT DEC. 31, 2014		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	$	40,715	$	—	$	40,715	$	—	$	63,701	$	—	$	63,701	$	—
FTRs	22,480		—		—		22,480		10,776		—		—		10,776
Total assets	$	63,195	$	—	$	40,715	$	22,480	$	74,477	$	—	$	63,701	$	10,776
Liability description
Long-term debt	$	1,446,931	$	—	$	1,446,931	$	—	$	1,601,816	$	—	$	1,601,816	$	—
FTRs	506		—		—		506		827		—		—		827
Total liabilities	$	1,447,437	$	—	$	1,446,931	$	506	$	1,602,643	$	—	$	1,601,816	$	827

Cleco Power
	CLECO POWER FAIR VALUE MEASUREMENTS AT REPORTING DATE USING:
(THOUSANDS)	AT JUNE 30, 2015		QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1)		SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)		AT DEC. 31, 2014		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	$	38,894	$	—	$	38,894	$	—	$	58,680	$	—	$	58,680	$	—
FTRs	22,480		—		—		22,480		10,776		—		—		10,776
Total assets	$	61,374	$	—	$	38,894	$	22,480	$	69,456	$	—	$	58,680	$	10,776
Liability description
Long-term debt	$	1,394,931	$	—	$	1,394,931	$	—	$	1,544,816	$	—	$	1,544,816	$	—
FTRs	506		—		—		506		827		—		—		827
Total liabilities	$	1,395,437	$	—	$	1,394,931	$	506	$	1,545,643	$	—	$	1,544,816	$	827

The following table summarizes the net changes in the net fair value of FTR assets and liabilities classified as Level 3 in the fair value hierarchy:

	FOR THE THREE MONTHS ENDED JUNE 30,					FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2015		2014			2015		2014
Beginning balance	$	1,813	$	3,908		$	9,949	$	8,638
Unrealized gains (losses)*	3,780		(3,420		)	2,070		(3,420		)
Net purchases and settlements	16,381		42,484			9,955		37,754
Ending balance	$	21,974	$	42,972		$	21,974	$	42,972
* Unrealized gains and losses are reported in Accumulated deferred fuel on the balance sheet.

The following table quantifies the significant unobservable inputs used in developing the fair value of Level 3 positions at June 30, 2015, and December 31, 2014:

	FAIR VALUE				VALUATION TECHNIQUE	SIGNIFICANT UNOBSERVABLE INPUTS	FORWARD PRICE RANGE
(THOUSANDS, EXCEPT FORWARD PRICE RANGE)	Assets		Liabilities				Low			High
FTRs at June 30, 2015	$	22,480	$	506	Discounted cash flow	Estimated auction price	$	(3.18	)	$	5.44
FTRs at Dec. 31, 2014	$	10,776	$	827	Discounted cash flow	Estimated auction price	$	(4.12	)	$	7.76

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 are determined by obtaining the closing price of similar assets and liabilities from published indices in active markets and then discounting the price to the current period using a U.S. Treasury published

interest rate as a proxy for a risk-free rate of return. Cleco has consistently applied the Level 2 fair value technique from fiscal period to fiscal period. Level 3 fair values occur in situations in which there is little, if any, market activity for the asset or liability at the measurement date and therefore estimated prices are used in the discounted cash flow approach. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement.

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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.

At June 30, 2015, Cleco and Cleco Power were exposed to concentrations of credit risk through their short-term investments classified as cash equivalents and restricted cash equivalents. The institutional money market funds were reported on the Cleco Condensed Consolidated Balance Sheet in cash and cash equivalents, current restricted cash and cash equivalents, and non-current restricted cash and cash equivalents of $16.6 million, $8.3 million, and $15.8 million, respectively, at June 30, 2015. 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 cash equivalents, and non-current restricted cash and cash equivalents of $14.8 million, $8.3 million, and $15.8 million, respectively, at June 30, 2015. 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. 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 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.

Cleco Power’s FTRs were priced using MISO’s monthly estimated auction prices. FTRs are categorized as Level 3 fair value measurements because the only relevant pricing available comes from MISO auctions, which occur monthly in the Multi-Period Monthly Auction. For more information about FTRs, see “— Derivatives and Hedging.”

The Level 2 long-term debt liability consists of a single class. In order to fund capital requirements, Cleco issues fixed and variable rate long-term debt with various tenors. The fair value of this class fluctuates as the market interest rates for

fixed and variable rate debt with similar tenors and credit ratings change. The fair value of the debt could also change from period to period due to changes in the credit rating of the Cleco entity by which the debt was issued.

During the six months ended June 30, 2015, and the year ended December 31, 2014, 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 and quantitative disclosures about derivative fair

value, gains and losses, and credit-risk-related contingent features in derivative agreements.

Commodity Contracts

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 at June 30, 2015, and December 31, 2014:

	DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
(THOUSANDS)	BALANCE SHEET LINE ITEM	AT JUNE 30, 2015		AT DEC. 31, 2014
Commodity contracts
FTRs:
Current	Energy risk management assets	$	22,480	$	10,776
Current	Energy risk management liabilities	506		827
Commodity contracts, net		$	21,974	$	9,949

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 and six months ended June 30, 2015, and 2014:

		FOR THE THREE MONTHS ENDED JUNE 30,						FOR THE SIX MONTHS ENDED JUNE 30,
		2015			2014			2015			2014
(THOUSANDS)	DERIVATIVES LINE ITEM	AMOUNT OF GAIN/(LOSS) RECOGNIZED IN INCOME ON DERIVATIVES
Commodity contracts
FTRs	Electric operations	$	18,098		$	14,358		$	33,606		$	18,323
FTRs	Power purchased for utility customers	(8,613		)	(9,633		)	(16,650		)	(10,749		)
Total		$	9,485		$	4,725		$	16,956		$	7,574

At June 30, 2015, and December 31, 2014, Cleco Power had no open positions hedged for natural gas. In June 2015, the LPSC approved a long-term natural gas hedging pilot program that requires Cleco Power to establish a proposal for a long-term natural gas procurement program that will be designed to provide gas price stability for a minimum of five years. This proposal is required to be submitted to the LPSC by June 30, 2018.

Cleco Power purchases the majority of its FTRs in annual auctions facilitated by MISO during the second quarter of each year and may also purchase additional FTRs in monthly auctions facilitated by MISO. FTRs are derivative instruments which represent economic hedges of future congestion charges that will be incurred in serving Cleco Power’s customer load. FTRs represent rights to congestion credits or

charges along a path during a given time frame for a certain MW quantity. FTRs are not designated as hedging instruments for accounting purposes. At June 30, 2015, and December 31, 2014, Cleco Power had 17.9 million MWh and 8.9 million MWh, respectively, of FTRs hedged.

Note 5 — Debt

Short-term Debt

At June 30, 2015, and December 31, 2014, Cleco and Cleco Power had no short-term debt outstanding.

Long-term Debt

At June 30, 2015, Cleco’s long-term debt outstanding was $1.3 billion, of which $43.8 million was due within one year. The

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long-term debt due within one year at June 30, 2015, represents $25.0 million of senior notes that was repaid on July 15, 2015, $16.3 million of principal payments for the Cleco Katrina/Rita storm recovery bonds, and $2.5 million of capital lease payments. For Cleco, long-term debt decreased$69.0 million from December 31, 2014, primarily due to a $35.0 million repayment of a bank term loan in April 2015, a $25.0 million net decrease in credit facility draws, an $8.1 million scheduled Cleco Katrina/Rita storm recovery bond principal payment in March 2015, and a $1.1 million decrease in capital lease obligations. These decreases were partially offset by debt discount amortizations of $0.2 million.

At June 30, 2015, Cleco Power’s long-term debt outstanding was $1.25 billion, of which $43.8 million was due within one year. The long-term debt due within one year at June 30, 2015, represents $25.0 million of senior notes that was repaid on July 15, 2015, $16.3 million of principal payments for the Cleco Katrina/Rita storm recovery bonds, and $2.5 million of capital lease payments. For Cleco Power, long-term debt decreased$64.0 million from December 31, 2014, primarily due to a $35.0 million repayment of a bank term loan in April 2015, a $20.0 million decrease in credit facility draws, an $8.1 million scheduled Cleco Katrina/Rita storm recovery bond principal payment in March 2015, and a $1.1 million decrease in capital lease obligations. These decreases were partially offset by debt discount amortizations of $0.2 million.

On April 30, 2015, Cleco Power repaid its $35.0 million outstanding bank term loan due May 29, 2015. At December 31, 2014, Cleco Power had the intent and ability to refinance this outstanding bank term loan with other long-term debt; however, due to a temporary increase in cash balances, Cleco Power repaid the bank term loan early, with the intent to include it in a new financing at a later date.

On May 1, 2015, Cleco Power refinanced its $50.0 million 2008 Series A GO Zone bonds and entered into a new interest rate period with a mandatory tender date of April 30, 2020. In connection with the new interest rate period, the interest rate is at a fixed rate of 2.0% per annum.

On July 15, 2015, Cleco Power repaid its $50.0 million 4.95% senior notes. As part of the redemption, Cleco Power paid $1.2 million of accrued interest. At March 31, 2015, Cleco Power had the intent and ability to refinance these outstanding senior notes with other long-term debt; however, due to available cash on July 15, 2015, the senior notes were repaid with $25.0 million of cash and $25.0 million from Cleco Power’s credit facility. Cleco Power intends to include the draw on the credit facility in a new financing at a later date.

Credit Facilities

At June 30, 2015, Cleco Corporation had $52.0 million of borrowings outstanding under its $250.0 million credit facility at an all-in interest rate of 1.225%, leaving an available borrowing capacity of $198.0 million. The borrowings under the credit facility are considered to be long-term because the credit facility expires in 2018. The borrowing costs under the facility are equal to LIBOR plus 1.075% or ABR plus 0.075%, plus facility fees of 0.175%.

At June 30, 2015, Cleco Power had no borrowings outstanding under its $300.0 million credit facility; however, Cleco Power has issued a $2.0 million letter of credit to MISO, leaving an available borrowing capacity of $298.0 million. The borrowing costs under the facility are equal to LIBOR plus 0.9% or ABR, plus facility fees of 0.1%. The letter of credit issued to MISO is pursuant to the credit requirements of FTRs.

This letter of credit automatically renews each year and reduces Cleco Power’s credit facility capacity.

Note 6 — Pension Plan and Employee Benefits

Pension Plan and Other Benefits Plan

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 ten 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. Cleco did not make any required or discretionary contributions to the pension plan in 2014 and does not expect to make any in 2015. 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 may be 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 and six months ended June 30, 2015, and 2014 are as follows:

	PENSION BENEFITS						OTHER BENEFITS
	FOR THE THREE MONTHS ENDED JUNE 30,
(THOUSANDS)	2015			2014			2015		2014
Components of periodic benefit costs:
Service cost	$	2,683		$	2,020		$	392	$	405
Interest cost	5,271			4,996			372		462
Expected return on plan assets	(5,856		)	(6,170		)	—		—
Amortizations:
Transition obligation	—			—			—		5
Prior period service (credit) cost	(18		)	(18		)	34		30
Net loss	3,568			1,658			238		178
Net periodic benefit cost	$	5,648		$	2,486		$	1,036	$	1,080

	PENSION BENEFITS						OTHER BENEFITS
	FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2015			2014			2015		2014
Components of periodic benefit costs:
Service cost	$	5,209		$	4,025		$	784	$	810
Interest cost	10,398			9,926			744		925
Expected return on plan assets	(11,690		)	(12,253		)	—		—
Amortizations:
Transition obligation	—			—			—		10
Prior period service (credit) cost	(36		)	(36		)	68		60
Net loss	6,914			3,371			476		355
Net periodic benefit cost	$	10,795		$	5,033		$	2,072	$	2,160

Because 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

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CLECO POWER	2015 2ND QUARTER FORM 10-Q

Cleco Power monthly. The expense of the pension plan related to Cleco’s other subsidiaries for the three and six months ended June 30, 2015, was $0.6 million and $1.0 million, respectively. The amounts for the same periods in 2014 were $0.4 million and $0.9 million, respectively.

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. The current portion of the other benefits liability for Cleco at June 30, 2015, and December 31, 2014, was $3.5 million. The current portion of the other benefits liability for Cleco Power at June 30, 2015, and December 31, 2014, was $3.0 million and $3.2 million, respectively. At June 30, 2015, and December 31, 2014, the non-current portion of the other benefits liability for Cleco was $40.6 million and $41.2 million, respectively. At June 30, 2015, and December 31, 2014, the non-current portion of the other benefits liability for Cleco Power was $35.3 million and $31.2 million, respectively. The expense related to other benefits reflected in Cleco Power’s Condensed Consolidated Statements of Income for both the three and six months ended June 30, 2015, was $0.9 million and $1.8 million, respectively. The amounts for the same periods in 2014 were $0.9 million and $1.9 million, respectively.

SERP

Certain Cleco officers are covered by SERP. 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 (a) the highest base salary paid out over the last five calendar years and (b) the average of the three highest cash bonuses paid during the 60 months prior to retirement, which sum is reduced by benefits received from any other defined benefit pension plan, supplemental executive retirement plan, or Cleco contributions under the enhanced 401(k) Plan to the extent such contributions exceed the limits of the 401(k) Plan. Cleco 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 SERP participants. Proceeds from the life insurance policies are expected to be used to pay the SERP participants’ death benefits, as well as future SERP payments. However, because 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. Cleco Power is considered the plan sponsor and Support Group is considered the plan administrator. On July 24, 2014, the Board of Directors of Cleco voted to close SERP to new participants; however, with regard to current SERP participants, including former employees or their beneficiaries, all terms of SERP will continue. In accordance with the Merger Agreement, executives are entitled to enhancement of benefits and accelerated vesting upon terminations of employment that may occur in connection with or following the Merger. Management will review current market trends as it evaluates Cleco’s future compensation strategy.

The components of net periodic benefit cost related to SERP for the three and six months ended June 30, 2015, and 2014 are as follows:

	FOR THE THREE MONTHS ENDED JUNE 30,				FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2015		2014		2015		2014
Components of periodic benefit costs:
Service cost	$	728	$	671	$	1,353	$	1,139
Interest cost	744		789		1,528		1,514
Amortizations:
Prior period service cost	13		15		26		27
Net loss	782		552		1,487		937
Net periodic benefit cost	$	2,267	$	2,027	$	4,394	$	3,617

Liabilities relating to SERP are reported on the individual subsidiaries’ financial statements. The current portion of the SERP liability for Cleco at June 30, 2015, and December 31, 2014, was $3.0 million. The current portion of the SERP liability for Cleco Power at June 30, 2015, and December 31, 2014, was $0.9 million and $0.8 million, respectively. At June 30, 2015, and December 31, 2014, the non-current portion of the SERP liability for Cleco was $72.4 million and $70.9 million, respectively. At June 30, 2015, and December 31, 2014, the non-current portion of the SERP liability for Cleco Power was $19.1 million and $19.0 million, respectively. The expense related to SERP reflected on Cleco Power’s Condensed Consolidated Statements of Income was $0.6 million and $1.1 million for the three and six months ended June 30, 2015, compared to $0.5 million and $0.9 million for the same period in 2014.

401(k) Plan

Cleco’s 401(k) Plan is intended to provide active, eligible employees with voluntary, long-term savings and investment opportunities. The Plan is a defined contribution plan and is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974. In accordance with the Plan, employer contributions can be in the form of Cleco Corporation stock or cash. Cash contributions are invested in proportion to the participant’s voluntary contribution investment choices. Plan participants are allowed to choose whether to have dividends on Cleco Corporation common stock distributed in cash or reinvested in additional shares of Cleco Corporation common stock. Participation in the Plan is voluntary, and active Cleco employees are eligible to participate. Cleco’s 401(k) Plan expense for the three and six monthsended June 30, 2015, and 2014 is as follows:

	FOR THE THREE MONTHS ENDED JUNE 30,				FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2015		2014		2015		2014
401(k) Plan expense	$	1,268	$	1,201	$	2,693	$	2,569

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 and six months ended June 30, 2015, was $0.2 million and $0.5 million, respectively. The expense for the same periods in 2014 was also $0.2 million and $0.5 million, respectively.

Note 7 — Income Taxes

The following table summarizes the effective income tax rates for Cleco and Cleco Power for the three and six month periods ended June 30, 2015, and 2014:

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CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

	FOR THE THREE MONTHS ENDED JUNE 30,				FOR THE SIX MONTHS ENDED JUNE 30,
	2015		2014		2015		2014
Cleco	40.2	%	28.4	%	39.7	%	31.1	%
Cleco Power	38.5	%	33.0	%	38.8	%	33.9	%

Effective Tax Rates

For the three and six months ended June 30, 2015, and 2014 the effective income tax rate for Cleco was different than the federal statutory rate primarily due to permanent tax differences, the flowthrough of state tax benefits associated with AFUDC equity, benefits delivered from Cleco’s investment in the NMTC Fund, settlements with taxing authorities, and state tax expense.

For the three and six months ended June 30, 2015, and 2014 the effective income tax rate for Cleco Power was different than the federal statutory rate primarily due to permanent tax differences, the flowthrough of state tax benefits associated with AFUDC equity, settlements with taxing authorities, 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. As of June 30, 2015, and December 31, 2014, Cleco had a deferred tax asset resulting from NMTC carryforwards of $96.0 million and $95.4 million, respectively. If the NMTC 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 NMTC carryforwards will be realized; therefore, no valuation allowance has been recorded.

Net Operating Losses

As of June 30, 2015, Cleco had a federal net operating loss carryforward of $305.5 million primarily related to a tax accounting method change for bonus depreciation associated with Madison Unit 3. Cleco considers it more likely than not that these income tax losses generated will be utilized to reduce future payments of income taxes, and Cleco expects to utilize the entire net operating loss carryforward within the statutory deadlines.

Uncertain Tax Positions

Cleco classifies all interest related to uncertain tax positions as a component of interest payable and interest expense. At June 30, 2015, and December 31, 2014, Cleco and Cleco Power had no interest payable related to uncertain tax positions as a result of favorable settlements with taxing authorities. For the six months ended June 30, 2015, Cleco and Cleco Power had no interest expense related to uncertain tax positions as a result of favorable settlements with taxing authorities.

The federal income tax year that remains subject to examination by the IRS is 2013. The IRS has concluded its audit for the years 2010 through 2012. In August 2014, Cleco received approval from the Joint Committee on Taxation for tax years 2010 and 2011. The 2012 tax year did not require Joint Committee on Taxation approval.

Beginning with the 2013 tax year, Cleco entered into the IRS’s Compliance Assurance Process which allows taxpayers to work collaboratively with an IRS team to identify and resolve potential tax issues before the federal tax return is filed each year. Cleco must apply for admission to the program each

year. Cleco has been approved for the Compliance Assurance Process through the 2015 tax year.

The Louisiana state income tax years that remain subject to examination by the Louisiana Department of Revenue are 2011 through 2013. In August 2014, Cleco reached a settlement for tax years 2001 through 2010. The favorable impact from the settlement was reflected in various line items in the financial statements.

At June 30, 2015, Cleco had no liability for uncertain tax positions. Cleco estimates that it is reasonably possible that the balance of unrecognized tax benefits as of June 30, 2015, for Cleco and Cleco Power would be unchanged in the next 12 months as a result of reaching a settlement with taxing authorities. The settlement of open tax years 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.

Cleco classifies income tax penalties as a component of other expense. For the six months ended June 30, 2015, and for the three months ended June 30, 2014, no penalties were recognized. For the six months ended June 30, 2014, $0.1 million of penalties was recognized.

Note 8 — Disclosures about Segments

Cleco’s reportable segments are based on its method of internal reporting, which disaggregates business units by its first-tier subsidiary. As a result of the Coughlin transfer from Evangeline to Cleco Power in March 2014, Midstream no longer meets the requirements to be disclosed as a separate reportable segment. Management determined the retrospective application of this transfer to be quantitatively and qualitatively immaterial when taken as a whole in relation to Cleco Power’s financial statements. As a result, Cleco’s segment reporting disclosures were not retrospectively adjusted to reflect the transfer. For more information, see Note 14 — “Coughlin Transfer.” For the reporting period beginning April 1, 2014, the remaining operations of Midstream are included as Other in the following table, along with the holding company, a shared services subsidiary, two transmission interconnection facility subsidiaries, and an investment subsidiary.

The 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. The reportable segment prepared budgets for 2015 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 segment and allocates resources to it 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. Prior to March 15, 2014, these intercompany transactions related primarily to the PPA between Cleco Power and Evangeline that began in 2012 and joint and common administrative support services provided by Support Group. Subsequent to March 15, 2014, these intercompany transactions relate primarily to joint and common administrative support services provided by Support Group.

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CLECO POWER	2015 2ND QUARTER FORM 10-Q

SEGMENT INFORMATION FOR THE THREE MONTHS ENDED JUNE 30,
2015 (THOUSANDS)	CLECO POWER			OTHER			ELIMINATIONS			CONSOLIDATED
Revenue
Electric operations	$	276,661		$	—		$	—		$	276,661
Other operations	15,283			520			—			15,803
Electric customer credits	(3,390		)	—			—			(3,390		)
Affiliate revenue	331			14,950			(15,281		)	—
Operating revenue, net	$	288,885		$	15,470		$	(15,281	)	$	289,074
Depreciation	$	36,126		$	342		$	—		$	36,468
Merger transaction costs	$	—		$	(410	)	$	—		$	(410	)
Interest charges	$	19,401		$	411		$	98		$	19,910
Interest income	$	48		$	(56	)	$	98		$	90
Federal and state income tax expense	$	19,909		$	449		$	1		$	20,359
Net income (loss)	$	31,813		$	(1,579	)	$	—		$	30,234
Equity investment in investees	$	15,372		$	8		$	—		$	15,380
Total segment assets	$	4,221,305		$	176,943		$	(56,234	)	$	4,342,014

2014 (THOUSANDS)	CLECO POWER			OTHER			ELIMINATIONS			CONSOLIDATED
Revenue
Electric operations	$	316,997		$	—		$	—		$	316,997
Other operations	14,027			541			—			14,568
Electric customer credits	(22,495		)	—			—			(22,495		)
Affiliate revenue	330			14,153			(14,483		)	—
Operating revenue, net	$	308,859		$	14,694		$	(14,483	)	$	309,070
Depreciation	$	37,295		$	275		$	—		$	37,570
Merger transaction costs	$	—		$	365		$	—		$	365
Interest charges	$	20,639		$	(681	)	$	107		$	20,065
Interest income	$	350		$	(106	)	$	106		$	350
Federal and state income tax expense (benefit)	$	16,071		$	(1,543	)	$	—		$	14,528
Net income	$	32,658		$	3,975		$	—		$	36,633
Equity investment in investees (1)	$	14,532		$	8		$	—		$	14,540
Total segment assets (1)	$	4,242,986		$	248,654		$	(112,567	)	$	4,379,073
(1) Balances as of December 31, 2014

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CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

SEGMENT INFORMATION FOR THE SIX MONTHS ENDED JUNE 30,
2015 (THOUSANDS)	CLECO POWER			OTHER			ELIMINATIONS			CONSOLIDATED
Revenue
Electric operations	$	554,175		$	—		$	—		$	554,175
Other operations	32,495			1,040			—			33,535
Electric customer credits	(3,179		)	—			—			(3,179		)
Affiliate revenue	665			27,754			(28,419		)	—
Operating revenue, net	$	584,156		$	28,794		$	(28,419	)	$	584,531
Depreciation	$	73,109		$	637		$	—		$	73,746
Merger transaction costs	$	—		$	1,730		$	—		$	1,730
Interest charges	$	39,304		$	526		$	202		$	40,032
Interest income	$	304		$	(119	)	$	203		$	388
Federal and state income tax expense (benefit)	$	38,268		$	(581	)	$	—		$	37,687
Net income (loss)	$	60,418		$	(3,262	)	$	—		$	57,156
Additions to property, plant, and equipment	$	78,010		$	170		$	—		$	78,180
Equity investment in investees	$	15,372		$	8		$	—		$	15,380
Total segment assets	$	4,221,305		$	176,943		$	(56,234	)	$	4,342,014

2014 (THOUSANDS)	CLECO POWER			OTHER			ELIMINATIONS			CONSOLIDATED
Revenue
Electric operations	$	586,756		$	—		$	—		$	586,756
Tolling operations	—			5,467			(5,467		)	—
Other operations	28,299			1,082			—			29,381
Electric customer credits	(22,681		)	—			—			(22,681		)
Affiliate revenue	665			27,346			(28,011		)	—
Operating revenue, net	$	593,039		$	33,895		$	(33,478	)	$	593,456
Depreciation	$	77,498		$	1,813		$	—		$	79,311
Merger transaction costs	$	—		$	365		$	—		$	365
Interest charges	$	40,399		$	(306	)	$	241		$	40,334
Interest income	$	951		$	(240	)	$	241		$	952
Federal and state income tax expense (benefit)	$	30,281		$	(2,075	)	$	—		$	28,206
Net income (loss)	$	58,965		$	3,593		$	(1	)	$	62,557
Additions to (reductions in) property, plant, and equipment	$	291,961		$	(175,767	)	$	—		$	116,194
Equity investment in investees (1)	$	14,532		$	8		$	—		$	14,540
Total segment assets (1)	$	4,242,986		$	248,654		$	(112,567	)	$	4,379,073
(1) Balances as of December 31, 2014

Note 9 — Electric Customer Credits

At June 30, 2015, Cleco Power’s provision for rate refund consisted of $2.4 million for a proposed ROE reduction of transmission rates that Cleco Power was allowed to collect under the MISO tariff, $1.6 million related to Cleco Power’s monitoring report that was filed with the LPSC for the 12 months ended June 30, 2014, $1.1 million related to energy efficiency programs, and $0.3 million related to Cleco Power’s monitoring report for the 12 months ended June 30, 2015.

Transmission ROE

In November 2013, a group of industrial customers from the northern region of MISO and other stakeholders filed a complaint at FERC seeking to reduce the ROE component of the transmission rates that MISO transmission owners, including Cleco, may collect under the MISO tariff. As of June 30, 2015, Cleco Power had$2.4 millionaccrued for the proposed ROE reduction for the period December 2013 through June 2015.For more information on the ROE complaint, see Note 11 — “Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees — Litigation — Transmission ROE.”

FRP

Prior to July 1, 2014, Cleco Power’s annual retail earnings were subject to the terms of an FRP established by the LPSC effective February 12, 2010. The FRP allowed a target ROE of 10.7%, while providing the opportunity to earn up to 11.3%. Additionally, 60.0% of retail earnings between 11.3% and 12.3% and all retail earnings over 12.3% were required to be refunded to customers. In April 2013, Cleco Power filed an application with the LPSC to extend its current FRP and to seek rate recovery of the Coughlin transfer. In June 2014, the LPSC approved Cleco Power’s FRP extension, finalized the rate treatment of Coughlin, and issued the implementing order. Effective July 1, 2014, under the terms of the FRP extension, Cleco Power is allowed to earn a target ROE of 10.0%, while providing the opportunity to earn up to 10.9%. Additionally, 60% of retail earnings between 10.9% and 11.75% and all retail earnings over 11.75% are required to be refunded to customers. The amount of credits due to customers, if any, is determined by Cleco Power and the LPSC annually. Credits are typically included on customers’ bills the following summer, but the amount and timing of the refunds is ultimately subject to LPSC approval. Cleco Power must file annual monitoring reports no later than October 31 for the 12-month period ending June 30. The next FRP extension must be filed by June 30, 2017.

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CLECO POWER	2015 2ND QUARTER FORM 10-Q

On October 31, 2014, Cleco Power filed its monitoring report for the 12 months ended June 30, 2014, which indicated that $1.6 million was due to be returned to customers. On May 4, 2015, the LPSC Staff issued their report indicating agreement with Cleco Power’s refund calculation for the 12 months ended June 30, 2014. The $1.6 million will be refunded to eligible customers in September 2015.

Cleco Power expects to file its monitoring report for the 12 months ended June 30, 2015 on or before October 31, 2015, which will indicate that approximately $0.3 million is due to be returned to eligible customers and this amount was accrued at June 30, 2015.

Energy Efficiency

In November 2014, Cleco Power began recovering estimated costs for the first year of energy efficiency programs through an approved rate tariff. Due to lower initial customer participation in the energy efficiency programs, resulting in lower than anticipated program costs through June 30, 2015, Cleco Power accrued $1.1 million to be credited to customers for the difference in estimated and actual program costs. Cleco Power’s energy efficiency rate tariff for the second program year will be adjusted for any such differences in costs and recovery occurring in the initial program year ending October 31, 2015.

Note 10 — Variable Interest Entities

Cleco and Cleco Power account for investments in VIEs in accordance with the authoritative guidance. Cleco and Cleco Power apply the equity method of accounting to report the investment in Oxbow in the consolidated financial statements. 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 (excluding income taxes) 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.

Equity Method VIEs

Equity investment in investees at June 30, 2015, primarily represents Cleco Power’s $15.4 million investment in Oxbow. Equity investments that are less than 100% owned by Diversified Lands represent less than $0.1 million of Cleco’s equity investment in investees.

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 Power’s current assessment of its maximum exposure to loss related to Oxbow at June 30, 2015, consisted of its equity investment of $15.4 million. In April 2015, Cleco Power made $0.8 million of cash contributions to its equity investment in Oxbow as a result of the expected transition from the Dolet Hills mine to the Oxbow mine. The following table presents the components of Cleco Power’s equity investment in Oxbow:

INCEPTION TO DATE (THOUSANDS)	AT JUNE 30, 2015		AT DEC. 31, 2014
Purchase price	$	12,873	$	12,873
Cash contributions	2,499		1,659
Total equity investment in investee	$	15,372	$	14,532

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

(THOUSANDS)	AT JUNE 30, 2015		AT DEC. 31, 2014
Oxbow’s net assets/liabilities	$	30,745	$	29,065
Cleco Power’s 50% equity	$	15,372	$	14,532
Cleco Power’s maximum exposure to loss	$	15,372	$	14,532

The following tables contain summarized financial information for Oxbow:

(THOUSANDS)	AT JUNE 30, 2015		AT DEC. 31, 2014
Current assets	$	2,568	$	2,792
Property, plant, and equipment, net	22,375		22,457
Other assets	5,856		3,847
Total assets	$	30,799	$	29,096
Current liabilities	$	54	$	31
Partners’ capital	30,745		29,065
Total liabilities and partners’ capital	$	30,799	$	29,096

	FOR THE THREE MONTHS ENDED JUNE 30,				FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2015		2014		2015		2014
Operating revenue	$	861	$	426	$	1,714	$	1,011
Operating expenses	861		426		1,714		1,011
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.

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) for a facility known as the Devil’s Swamp Lake site located just northwest of Baton Rouge, Louisiana. 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 the Devil’s Swamp Lake site. The EPA identified Cleco as one of many companies that sent polychlorinated biphenyl wastes for disposal to the site. The EPA proposed to add the Devil’s Swamp Lake site to the National Priorities List on March 8, 2004, based on the release of PCBs to fisheries and wetlands located on the site, but no final listing decision has yet been made. The PRPs began discussing a potential proposal to the EPA in February 2008. The EPA issued a Unilateral Administrative Order to two PRP’s,

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CLECO POWER	2015 2ND QUARTER FORM 10-Q

Clean Harbors, Inc. and Baton Rouge Disposal, to conduct an RI/FS in December 2009. The Tier 1 part of the study was completed in June 2012. Field activities for the Tier 2 investigation were completed in July 2012. The draft Tier 2 remedial investigation report was submitted in December 2014. Currently, the study/remedy selection task continues, and there is no record of a decision. Therefore, management is unable to determine how significant Cleco’s share of the costs associated with the RI/FS and possible response action at the site, if any, may be and whether this will have a material impact on the results of operations, financial condition, or cash flows of the Registrants.

Discrimination Complaints

In December 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 was seeking various remedies provided under applicable statutes prohibiting racial discrimination in the workplace, and together, the plaintiffs requested monetary compensation exceeding $35.0 million. In July 2010, the plaintiffs moved to add an additional current employee alleging that Cleco had discriminated on the basis of race. The additional plaintiff sought compensation of no less than $2.5 million and became the thirteenth plaintiff. In April 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, resulting in eleven of the twelve remaining plaintiffs having at least one claim remaining. In February 2013, the Court ruled on the second motion for summary judgment, filed by Cleco in March 2012, in each of the eleven cases and each such case was dismissed with prejudice. Appeals were filed in ten of the eleven dismissed cases to the U.S. Court of Appeals for the Fifth Circuit (the Fifth Circuit). In June 2013, the Fifth Circuit clerk dismissed the appeals of two of the current employees due to their failure to file a brief in support of their respective appeals. On various dates in August through November 2013, the Fifth Circuit affirmed the trial court judgments in favor of Cleco in seven of the eight remaining cases. In April 2014, the Fifth Circuit affirmed the Court’s summary judgment dismissing the wrongful termination and other discrimination claims of the one remaining plaintiff, a former employee who served as one of Cleco’s human resource representatives. Excluded from the ruling was one claim that the former employee alleged was the result of a disciplinary warning Cleco issued to the former employee. This last claim has been settled and was dismissed with prejudice by order entered on May 28, 2015.

Merger

In connection with the Merger, four actions were filed in the Ninth Judicial District Court for Rapides Parish, Louisiana and three actions were filed in the Civil District Court for Orleans Parish, Louisiana. The petitions in each action generally allege, among other things, that the members of the Cleco Corporation Board of Directors breached their fiduciary duties by, among other things, conducting an allegedly inadequate sale process, agreeing to the Merger at a price that allegedly undervalues Cleco, and failing to disclose material information about the Merger. The petitions also allege that Cleco Partners, Cleco Corporation, Merger Sub, and in some cases, certain of the investors in Cleco Partners, either aided and abetted or

entered into a civil conspiracy to advance those supposed breaches of duty. The petitions seek various remedies, including an injunction against the Merger and monetary damages, including attorneys’ fees and expenses.

The four actions filed in the Ninth Judicial District Court for Rapides Parish are captioned as follows:

• Braunstein v. Cleco Corporation, No. 251,383B (filed October 27, 2014),

• Moore v. Macquarie Infrastructure and Real Assets, No. 251,417C (filed October 30, 2014),

• Trahan v. Williamson, No. 251,456C (filed November 5, 2014), and

• L’Herisson v. Macquarie Infrastructure and Real Assets, No. 251,515F (filed November 14, 2014).

On November 14, 2014, the plaintiff in the Braunstein action moved for a dismissal of the action without prejudice, and that motion was granted on November 19, 2014. On December 3, 2014, the Court consolidated the remaining three actions and appointed interim co-lead counsel. On December 18, 2014, the plaintiffs in the consolidated action filed a Consolidated Amended Verified Derivative and Class Action Petition for Damages and Preliminary and Permanent Injunction (the Consolidated Petition), which is now the operative petition in the consolidated action. The action names Cleco Corporation, its directors, Cleco Partners, and Merger Sub as defendants. The Consolidated Petition alleges, among other things, that the directors breached their fiduciary duties to Cleco’s shareholders and grossly mismanaged Cleco by approving the Merger Agreement because it does not value Cleco adequately, failing to structure a process through which shareholder value would be maximized, engaging in self-dealing by ignoring conflicts of interest, and failing to disclose material information about the Merger. The Consolidated Petition further alleges that all defendants conspired to commit the breaches of fiduciary duty. Cleco believes that the allegations of the Consolidated Petition are without merit and that it has substantial meritorious defenses to the claims set forth in the Consolidated Petition.

The three actions filed in the Civil District Court for Orleans Parish are captioned as follows:

• Butler v. Cleco Corporation, No. 2014-10776 (filed November 7, 2014),

• Creative Life Services, Inc. v. Cleco Corporation, No. 2014-11098 (filed November 19, 2014), and

• Cashen v. Cleco Corporation, No. 2014-11236 (filed November 21, 2014). 

Both the Butler and Cashen actions name Cleco Corporation, its directors, Cleco Partners, Merger Sub, Macquarie Infrastructure and Real Assets Inc. (MIRA), British Columbia Investment Management Corporation, and John Hancock Financial as defendants. The Creative Life Services action names Cleco Corporation, its directors, Cleco Partners, Merger Sub, MIRA, and Macquarie Infrastructure Partners III, L.P., as defendants. On December 11, 2014, the plaintiff in the Butler action filed an Amended Class Action Petition for Damages, which is now the operative petition in that action. Each petition alleges, among other things, that the directors breached their fiduciary duties to Cleco’s shareholders by approving the Merger Agreement because it does not value Cleco adequately, failing to structure a process through which

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shareholder value would be maximized and engaging in self-dealing by ignoring conflicts of interest. The Butler and Creative Life Services petitions also allege that the directors breached their fiduciary duties by failing to disclose material information about the Merger. Each petition further alleges that Cleco, Cleco Partners, Merger Sub, and certain of the investors in Cleco Partners aided and abetted the directors’ breaches of fiduciary duty. On December 23, 2014, the directors and Cleco filed declinatory exceptions in each action on the basis that each action was improperly brought in Orleans Parish and should either be transferred to the Ninth Judicial District Court for Rapides Parish or dismissed. On December 30, 2014, the plaintiffs in each action jointly filed a motion to consolidate the three actions pending in Orleans Parish and to appoint interim co-lead plaintiffs and co-lead counsel. On January 23, 2015, the Court in the Creative Life Services case sustained the defendants’ declinatory exceptions and dismissed the case so that it could be transferred to the Ninth Judicial District Court for Rapides Parish. On February 5, 2015, the plaintiffs in Butler and Cashen also consented to the dismissal of their cases from Orleans Parish so they could be transferred to the Ninth Judicial District Court for Rapides Parish. On February 25, 2015, the Ninth Judicial District Court for Rapides Parish held a hearing on a motion for preliminary injunction filed by plaintiffs Moore, L’Herisson, and Trahan seeking to enjoin the shareholder vote at the Special Meeting of Shareholders scheduled for February 26, 2015, for approval of the Merger Agreement. Following the hearing, the Court denied the plaintiffs’ motion. On June 19, 2015, three of the plaintiffs filed their Second Consolidated Amended Verified Derivative and Class Action Petition. This will be considered according to a schedule established by the Ninth Judicial District Court for Rapides Parish. Cleco filed exceptions seeking dismissal of the amended petition on July 24, 2015. Cleco believes that the allegations of the petitions in each action are without merit and that it has substantial meritorious defenses to the claims set forth in each of the petitions.

LPSC Audits

Fuel Audit

The cost of fuel used for electric generation and the cost of power purchased for utility customers are recovered through the LPSC-established FAC that enables Cleco Power to pass on to its customers substantially all such charges. Recovery of FAC costs is subject to periodic fuel audits by the LPSC. The LPSC FAC General Order issued in November 1997, in Docket No. U-21497 provides that an audit of FAC filings will be performed at least every other year. Cleco Power has FAC filings for January 2009 through June 2015 subject to audit. In November 2014, the LPSC initiated an audit of Cleco Power’s fuel and purchased power expenses for the years 2009 through 2013. The total amount of fuel expense included in the audit is $1.73 billion. Cleco Power has responded to several sets of data requests from the LPSC Staff and the responses are currently under review. Draft reports are anticipated from the LPSC Staff in September 2015. Management is unable to predict or give a reasonable estimate of the possible range of a disallowance, if any, related to this audit, but expects resolution by the end of 2015. Historically, the disallowances have not been material. If a disallowance of fuel costs is ordered, resulting in a refund, any such refund could have a

material impact on the results of operations, financial condition, or cash flows of the Registrants.

Environmental Audit

In July 2009, the LPSC issued Docket No. U-29380 Subdocket A, which provides for an EAC to recover from customers certain costs of environmental compliance. 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 costs of reagents such as ammonia and limestone that are a part of the fuel mix used to reduce air emissions, among other things. Cleco Power began incurring additional environmental compliance expenses in the second quarter of 2015 for additional reagents associated with compliance with MATS. These expenses are eligible for recovery through Cleco Power’s EAC and subject to periodic review by the LPSC. Cleco Power has EAC filings for the period November 2010 through June 2015 that remain subject to audit. On June 29, 2015, the U.S. Supreme Court remanded the MATS rule back to the EPA. The MATS rule will remain in effect unless it is vacated by the lower court. Although the full effect of this remand is unknown at this time, it could result in lower annual operating costs to Cleco Power as the MATS equipment may be operated at a lower level and result in less reagent use.

Transmission ROE

In November 2013, a group of industrial customers from the northern region of MISO and other stakeholders filed a complaint with FERC seeking to reduce the ROE component of the transmission rates that MISO transmission owners, including Cleco, may collect under the MISO tariff. The complainants are seeking to reduce the current 12.38% ROE used in MISO’s transmission rates to a proposed 6.68%. A group of MISO transmission owners filed responses to the complaint, defending the current ROE and seeking dismissal of the complaint. In October 2014, FERC issued an order finding that the current MISO ROE may be unjust and unreasonable and set the issue for hearing, subject to the outcome of settlement discussions. Settlement discussions did not resolve the dispute and FERC set the proceeding for a hearing during the week of August 17, 2015, with an initial non-binding decision expected by November 2015 and a binding FERC order issued during the second half of 2016. In November 2014, a group of MISO transmission owners, including Cleco, filed a request with FERC for an incentive to increase the new ROE by 0.5% for RTO participation. On January 5, 2015, FERC granted the request. The collection of the adder is delayed until the resolution of the ROE complaint proceeding. As of June 30, 2015, Cleco Power had $2.4 million accrued for a possible reduction to the ROE for the period December 2013 through June 2015. Management believes a reduction in the ROE, as well as any resulting refund, will not have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants. 

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

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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 June 30, 2015, believes the probable and reasonably estimable liabilities based on the eventual disposition of these matters is $6.4 million and has accrued this amount.

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 have also agreed to contractual terms that require the Registrants 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 and Cleco Power’s Condensed Consolidated Balance Sheets because management has determined that Cleco and Cleco Power’s affiliates are able to perform these obligations under their contracts and that it is not probable that payments by Cleco or Cleco Power will be required.

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 until obligations are performed or extinguished.

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.

Cleco Power provides a letter of credit to MISO pursuant to the credit requirements of FTRs. At June 30, 2015, the letter of credit was $2.0 million. The letter of credit automatically renews each year and reduces Cleco Power’s credit facility capacity.

Cleco Corporation provided a guarantee to Entergy Louisiana and Entergy Gulf States as a result of the sale of the Perryville facility in 2004. This is a continuing guarantee and all obligations of Cleco Corporation will continue until the guaranteed obligations have been fully performed or otherwise extinguished. 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 this guarantee.

On behalf of Acadia, Cleco Corporation provided guarantees and indemnifications as a result of the sales of Acadia Unit 1 to Cleco Power and Acadia Unit 2 to Entergy Louisiana in 2010 and 2011, respectively. At June 30, 2015, the remaining indemnifications relate to the fundamental organizational structure of Acadia. These remaining

indemnifications have no limitations as to time or maximum potential future payments. Currently, management does not expect to be required to pay Cleco Power or Entergy Louisiana under these guarantees.

Cleco Corporation provided indemnifications to Cleco Power as a result of the transfer of Coughlin to Cleco Power in March 2014. Cleco Power also provided indemnifications to Cleco Corporation and Evangeline as a result of the transfer of Coughlin to Cleco Power. The maximum amount of the potential payment to Cleco Power, Cleco Corporation, and Evangeline for their respective indemnifications is $40.0 million, except for indemnifications relating to the fundamental organizational structure of each respective entity, of which the maximum amount is $400.0 million. Currently, management does not expect to be required to make any payments under these guarantees.

On-Balance Sheet Guarantees

As part of the Amended Lignite Mining Agreement, Cleco Power and SWEPCO, joint owners of Dolet Hills, have agreed to pay the loan and lease principal obligations of the lignite miner, DHLC, when due if they do not have sufficient funds or credit to pay. Any amounts paid on behalf of the miner would be credited by the lignite miner against future invoices for lignite delivered. At June 30, 2015, 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 $69.3 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 is not expected to terminate pursuant to its terms until 2036 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 this guarantee.

Generally, neither Cleco Corporation nor Cleco Power has recourse that would enable them to recover amounts paid under their guarantee or indemnification obligations. 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

NMTC Fund

In 2008, Cleco Corporation and US Bancorp Community Development (USBCDC) formed the NMTC Fund. Cleco Corporation has a 99.9% membership interest in the NMTC Fund and USBCDC has a 0.1% interest. The purpose of the NMTC 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 NMTCs and Historical Rehabilitation tax credits. The NMTC Fund was later amended to include renewable energy investments. The majority of the energy investments qualify for grants under Section 1603 of the ARRA. The tax benefits received from the NMTC Fund reduce the federal income tax obligations of Cleco Corporation. In total, Cleco Corporation will contribute $283.7 million of equity contributions to the

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NMTC Fund and will receive at least $302.0 million in the form of tax credits, tax losses, capital gains/losses, earnings, and cash over the life of the investment, which ends in 2017. The $18.3 million difference between equity contributions and total benefits received will be recognized over the life of the NMTC Fund as net tax benefits are delivered. The following table reflects remaining future equity contributions:

(THOUSANDS)	CONTRIBUTION
Six months ending Dec. 31, 2015	$	3,629
Years ending Dec. 31,
2016	2,707
2017	2,707
Total	$	9,043

Of the $9.0 million, $3.6 million is due to be paid within the next 12 months. Due to the right of offset, the investment and associated debt are presented on Cleco’s Condensed Consolidated Balance Sheet in the line item Tax credit fund investment, net. The amount of tax benefits delivered in excess of capital contributions as of June 30, 2015, was $25.6 million. The amount of tax benefits delivered but not utilized as of June 30, 2015, was $118.8 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 asset and investment at its calculated fair value at inception within the framework of the authoritative guidance. In order to calculate the fair value, management used an imputed rate of interest assuming 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 a 6% imputed interest rate:

(THOUSANDS)
Equity contributions
Principal payment schedule above:	$	9,043
Less: unamortized discount	594
Total	$	8,449

The gross investment amortization expense will be recognized over a nine-year period, with two years remaining under the amended NMTC Fund, using the cost method in accordance with the authoritative guidance for investments. The basis of the investment is reduced by the grants received under Section 1603 of the ARRA, which allows certain projects to receive a federal grant in lieu of tax credits, and other cash. Periodic amortization of the investment and the deferred taxes generated by the basis reduction temporary difference are included as components of income tax expense.

Other

On April 17, 2015, the EPA published the final rule in the Federal Register for regulating the disposal and management of CCRs from coal-fired power plants under “Subtitle D” of the Resource Conservation and Recovery Act. The “Subtitle D” option will regulate CCRs in a manner similar to industrial solid waste. The final rule does not require expensive synthetic lining of existing impoundments in all cases. Management is currently evaluating the effect of the final rule, and does not expect any required adjustment to the ARO to have a material

effect on the results of operations, financial condition, or cash flows of the Registrants.

Cleco has accrued for liabilities related to third parties and employee medical benefits.

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. If Cleco Corporation’s credit ratings were to be downgraded by Moody’s or S&P, 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 and Cleco’s financial condition could be materially adversely affected.

Cleco Power

Cleco Power began participating in the MISO market in December 2013. Energy prices in the MISO market are based on LMP, which includes a component directly related to congestion on the transmission system. Pricing zones with greater transmission congestion may have higher LMP costs. Physical transmission constraints present in the MISO market could increase energy costs within Cleco Power’s pricing zone. Cleco Power uses FTRs to mitigate the transmission congestion risk. Changes to anticipated transmission paths may result in an unexpected increase in energy costs to Cleco Power.

Access to capital markets is a significant source of funding for both short- and long-term capital requirements not satisfied by operating cash flows. 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 or S&P, 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 S&P, Cleco Power would be required to pay additional collateral for derivatives.

Note 12 — Affiliate Transactions

Cleco Power has balances that are payable to or due from its affiliates. The following table is a summary of those balances:

	AT JUNE 30, 2015				AT DEC. 31, 2014
(THOUSANDS)	ACCOUNTS RECEIVABLE		ACCOUNTS PAYABLE		ACCOUNTS RECEIVABLE		ACCOUNTS PAYABLE
Cleco Corporation	$	22,735	$	283	$	22,994	$	525
Support Group	840		6,498		626		7,235
Other (1)	—		—		1		—
Total	$	23,575	$	6,781	$	23,621	$	7,760
(1) Represents Attala, Diversified Lands, and Perryville.

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Note 13 — Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss are summarized in the following tables for Cleco and Cleco Power. All amounts are reported net of income taxes. Amounts in parentheses indicate debits.

Cleco
										FOR THE THREE MONTHS ENDED JUNE 30,
							2015									2014
(THOUSANDS)	POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI			POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI
Balances beginning of period	$	(26,117	)	$	(5,886	)	$	(32,003	)	$	(18,881	)	$	(6,098	)	$	(24,979	)
Amounts reclassified from accumulated other comprehensive income:
Amortization of postretirement benefit net loss	656			—			656			438			—			438
Reclassification of net loss to interest charges	—			53			53			—			53			53
Net current-period other comprehensive income	656			53			709			438			53			491
Balances, June 30,	$	(25,461	)	$	(5,833	)	$	(31,294	)	$	(18,443	)	$	(6,045	)	$	(24,488	)

										FOR THE SIX MONTHS ENDED JUNE 30,
							2015									2014
(THOUSANDS)	POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI			POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI
Balances beginning of period	$	(26,726	)	$	(5,939	)	$	(32,665	)	$	(19,725	)	$	(6,151	)	$	(25,876	)
Amounts reclassified from accumulated other comprehensive income:
Amortization of postretirement benefit net loss	1,265			—			1,265			1,282			—			1,282
Reclassification of net loss to interest charges	—			106			106			—			106			106
Net current-period other comprehensive income	1,265			106			1,371			1,282			106			1,388
Balances, June 30,	$	(25,461	)	$	(5,833	)	$	(31,294	)	$	(18,443	)	$	(6,045	)	$	(24,488	)

Cleco Power
										FOR THE THREE MONTHS ENDED JUNE 30,
							2015									2014
(THOUSANDS)	POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI			POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI
Balances beginning of period	$	(11,436	)	$	(5,886	)	$	(17,322	)	$	(8,501	)	$	(6,098	)	$	(14,599	)
Amounts reclassified from accumulated other comprehensive income:
Amortization of postretirement benefit net loss	288			—			288			222			—			222
Reclassification of net loss to interest charges	—			53			53			—			53			53
Net current-period other comprehensive income	288			53			341			222			53			275
Balances, June 30,	$	(11,148	)	$	(5,833	)	$	(16,981	)	$	(8,279	)	$	(6,045	)	$	(14,324	)

										FOR THE SIX MONTHS ENDED JUNE 30,
							2015									2014
(THOUSANDS)	POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI			POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI
Balances beginning of period	$	(11,349	)	$	(5,939	)	$	(17,288	)	$	(9,026	)	$	(6,151	)	$	(15,177	)
Amounts reclassified from accumulated other comprehensive income:
Amortization of postretirement benefit net loss	201			—			201			747			—			747
Reclassification of net loss to interest charges	—			106			106			—			106			106
Net current-period other comprehensive income	201			106			307			747			106			853
Balances, June 30,	$	(11,148	)	$	(5,833	)	$	(16,981	)	$	(8,279	)	$	(6,045	)	$	(14,324	)

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Note 14 — Coughlin Transfer

In October 2012, Cleco Power announced that Evangeline was the winning bidder in Cleco Power’s 2012 long-term request for proposal for up to 800 MW to meet long-term capacity and energy needs. In December 2012, Cleco Power and Evangeline executed definitive agreements to transfer ownership and control of Coughlin from Evangeline to Cleco Power. On March 15, 2014, Coughlin was transferred to Cleco Power with a net book value of $176.0 million. Cleco Power finalized the rate treatment of Coughlin as part of its FRP extension proceeding before the LPSC on June 18, 2014.

Note 15 — Agreement and Plan of Merger

On October 17, 2014, Cleco Corporation entered into the Merger Agreement with Cleco Partners and Merger Sub providing for the merger of Merger Sub with and into Cleco Corporation, with Cleco Corporation surviving the Merger as an indirect, wholly-owned subsidiary of Cleco Partners. Pursuant to the Merger Agreement, at the effective time of the Merger each outstanding share of Cleco Corporation common stock, par value $1.00 per share (other than shares that are owned by Cleco Corporation, Cleco Partners, Merger Sub, or any other direct or indirect wholly-owned subsidiary of Cleco Partners or Cleco Corporation), will be converted into the right to receive $55.37 per share in cash, without interest, with all dividends payable before the effective time of the Merger.

The Merger remains subject to several conditions, including approval from the LPSC and final approval from the FCC. On February 10, 2015, Cleco Power filed an application with the LPSC seeking approval of the Merger. The Merger Agreement was approved by Cleco Corporation’s shareholders on February 26, 2015, and the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired on May 4, 2015. On June 12, 2015, the FCC consented to Cleco

Corporation’s request to transfer certain licenses to Cleco Power, and the consent is expected to become final on July 28, 2015. Also on June 12, 2015, the Committee on Foreign Investment in the U.S. cleared the Merger to proceed without further review. On July 17, 2015, Cleco Power, Perryville, Attala, and Cleco Partners received approval of the Merger from FERC. The Merger is expected to close in the fourth quarter of 2015.

A Special Meeting of Shareholders of Cleco Corporation was held on February 26, 2015, in Pineville, Louisiana to obtain shareholder approval of the Merger Agreement. Cleco Corporation received approval of the Merger Agreement by a vote of approximately 77% of shares of common stock of Cleco Corporation entitled to be cast. Upon completion of the Merger, Cleco Corporation will pay an additional $12.0 million in contingency fees.

The Merger Agreement may be terminated by either Cleco Corporation or Cleco Partners under certain circumstances, including if the Merger is not completed by October 17, 2015, (subject to an automatic extension to April 17, 2016, if all of the conditions to closing, other than the conditions related to obtaining regulatory approvals, have been satisfied, or under certain other limited circumstances to permit Cleco Partners to obtain financing for the transaction). The Merger Agreement also provides for certain termination rights for both Cleco Corporation and Cleco Partners, and further provides that, upon termination of the Merger Agreement under certain specified circumstances, Cleco Corporation will be required to pay Cleco Partners a termination fee of $120.0 million. If the Merger Agreement is terminated under certain specified circumstances, Cleco Partners will be required to pay a termination fee to Cleco Corporation equal to $180.0 million. If the Merger Agreement is terminated due to lack of regulatory approval, neither Cleco Corporation nor Cleco Partners would be required to pay a termination fee.

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

Cleco uses its website, https://www.cleco.com, as a routine channel for distribution of important information, including news releases, financial information, and Merger information. Cleco’s website is the primary source of publicly disclosed news about Cleco. Cleco is providing the address to its website solely for the information of investors and does not intend the address to be an active link. The contents of the website are not incorporated into this Combined Quarterly Report on Form 10-Q.

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, 2014, and Cleco 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 and six months ended June 30, 2015, and June 30, 2014.

RESULTS OF OPERATIONS

Overview

Cleco is a regional energy company that conducts substantially all of its business operations through its primary subsidiary, Cleco Power. Cleco Power is a regulated electric utility company that owns 11 generating units with a total nameplate capacity of 3,340 MW and serves approximately 286,000 customers in Louisiana through its retail business and supplies wholesale power in Louisiana and Mississippi. Prior to March 15, 2014, Cleco also conducted wholesale business operations through its Midstream subsidiary. Midstream owns Evangeline (which owned and operated Coughlin). On March 15, 2014, the Coughlin generating assets were transferred to Cleco Power. Coughlin consists of two generating units with a total nameplate capacity of 775 MW. For more information on the Coughlin transfer, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 14 — Coughlin Transfer.”

Merger

On October 17, 2014, Cleco Corporation entered into the Merger Agreement with Cleco Partners and Merger Sub providing for the merger of Merger Sub with and into Cleco

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Corporation, with Cleco Corporation surviving the Merger as an indirect, wholly-owned subsidiary of Cleco Partners. For more information on the Merger, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 15 — Agreement and Plan of Merger.” For additional information regarding the terms of the Merger, including a copy of the Merger Agreement, see Cleco Corporation’s Current Reports on Form 8-K filed with the SEC on October 20, 2014, and February 26, 2015, and its Proxy Statement related to the Merger dated January 13, 2015.

Cleco Power

Many factors affect Cleco Power’s primary business of generating, delivering, and selling electricity. These factors include weather and the presence of a stable regulatory environment, which impacts cost recovery and the ROE, 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; the ability to reliably deliver power to its jurisdictional customers; the ability to meet increasingly stringent regulatory and environmental standards; and the ability to successfully perform in MISO and the related operating challenges and uncertainties, including increased wholesale competition relative to more suppliers. Key initiatives on which Cleco Power is currently working include requesting authorization to recover the revenue requirements associated with the MATS equipment, continuing construction on the Layfield/Messick project, beginning construction on the Cenla Transmission Expansion and Cabot projects, and maintaining and growing its wholesale and retail business. These initiatives are discussed below.

MATS

The MATS rule was finalized in February 2012 and requires affected EGUs to meet specific numeric emission standards and work practice standards to address hazardous air pollutants. MATS imposes strict emission limits on new and existing coal- and liquid oil-fired EGUs for mercury, acid gases, and non-mercury metallic pollutants. Cleco Power units impacted by the rule include Rodemacher Unit 2, Madison Unit 3, and Dolet Hills. Cleco Power’s three EGUs affected by the MATS rule were compliant by the April 16, 2015, deadline. Cleco Power filed an application with the LPSC in August 2012, requesting authorization to recover the revenue requirements associated with the MATS equipment. The LPSC vote on MATS recovery is expected to occur by the end of 2015. Cleco Power began recovery of the revenue requirement associated with the MATS equipment, subject to refund, on July 1, 2015. As of June 30, 2015, Cleco Power had spent $105.7 million on the project. Cleco Power’s final project cost is expected to be $108.0 million, with the remaining costs being related to post-construction refinements. On June 29, 2015, the U.S. Supreme Court remanded the MATS rule to the D.C. Circuit Court of Appeals. The MATS rule will remain in effect unless it is vacated by the lower court. Notwithstanding this remand, Cleco Power anticipates full rate recovery of its costs of timely compliance in installing and operating the MATS emission and control devices and related equipment. For more information, see “— Financial Condition — Regulatory and Other Matters — Environmental Matters.”

Layfield/Messick Project

The Layfield/Messick project, or Northwest Louisiana Transmission Expansion project, includes the construction of a transmission substation and the construction of additional transmission interconnection facilities near the Dolet Hills Power Station and the new Layfield Substation. The project is anticipated to reduce congestion and increase reliability for customers in northwest Louisiana. Cleco Power’s portion of the joint project with SWEPCO is expected to cost $32.0 million. As of June 30, 2015, Cleco Power had spent $13.8 million on the project. Construction is expected to be complete by the end of 2016.

Cenla Transmission Expansion Project

The Cenla Transmission Expansion project includes the construction of transmission lines and a transmission substation within the central Louisiana area. The project is expected to improve reliability to customers by relieving forecasted overloads and mitigating potential load shed while providing flexibility to allow routine maintenance outages and serve future growth. Right-of-way acquisition has begun with construction expected to begin in early 2016. The project is expected to be complete by the end of 2017 with an estimated cost to Cleco Power of $38.0 million. As of June 30, 2015, Cleco Power had spent $0.7 million on the project.

Cabot Project

On March 24, 2015, Cleco Power filed an application with the LPSC requesting a certificate of public convenience and necessity authorizing Cleco Power to construct, own, and operate a proposed 40-MW generating unit, to be fueled by waste heat from Cabot Corporation’s carbon black manufacturing plant in Franklin, Louisiana. If approved, the project is projected to be commercially operational by the first quarter of 2018. The project is expected to cost approximately $80.0 million and upon achieving commercial operations, it is expected to generate more than 250,000 MWh of renewable energy each year.

Other

Cleco Power is working on securing load growth opportunities that include renewal of existing load through existing franchises and wholesale contracts, pursuing new wholesale contracts and franchises, and adding new retail load opportunities with large industrial, commercial, and residential load. The retail opportunities include sectors such as agriculture, oil and gas, chemicals, metals, national accounts, government and military, gaming and entertainment, wood and paper, health care, information technology, transportation, and other manufacturing.

Midstream

On March 15, 2014, Coughlin was transferred from Midstream to Cleco Power. As a result of this transfer, the operating activity and operating earnings at Midstream are minimal. The Coughlin transfer changed the structure of Cleco’s internal organization and as a result, Midstream is no longer disclosed as a separate reportable segment. For more information, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 8 — Disclosures about Segments” and “— Note 14 — Coughlin Transfer.”

44

CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

Comparison of the Three Months Ended June 30, 2015, and 2014

Cleco Consolidated
	FOR THE THREE MONTHS ENDED JUNE 30,
					FAVORABLE/(UNFAVORABLE)
(THOUSANDS)	2015		2014			VARIANCE			CHANGE
Operating revenue, net	$	289,074	$	309,070		$	(19,996	)	(6.5	)%
Operating expenses	219,190		242,349			23,159			9.6	%
Operating income	$	69,884	$	66,721		$	3,163		4.7	%
Allowance for equity funds used during construction	$	460	$	2,029		$	(1,569	)	(77.3	)%
Other income	$	764	$	2,495		$	(1,731	)	(69.4	)%
Interest charges	$	19,910	$	20,065		$	155		0.8	%
Federal and state income tax expense	$	20,359	$	14,528		$	(5,831	)	(40.1	)%
Net income applicable to common stock	$	30,234	$	36,633		$	(6,399	)	(17.5	)%

Consolidated net income applicable to common stock decreased $6.4 million in the second quarter of 2015 compared to the second quarter of 2014.

Operating revenue, net decreased $20.0 million in the second quarter of 2015 compared to the second quarter of 2014 largely as a result of lower fuel cost recovery revenue and lower base revenue. These decreases were partially offset by lower electric customer credits at Cleco Power.

Operating expenses decreased $23.2 million in the second quarter of 2015 compared to the second quarter of 2014 primarily due to lower recoverable fuel and power purchased, lower maintenance expense, and lower depreciation expense. Partially offsetting these decreases were higher other operations expense and higher non-recoverable fuel and power purchased at Cleco Power.

Allowance for equity funds used during construction decreased $1.6 million in the second quarter of 2015, compared to the second quarter of 2014 primarily due to lower costs related to the completion of the MATS project at Cleco Power.

Other income decreased $1.7 million in the second quarter of 2015 compared to the second quarter of 2014 primarily due to the absence of an increase in the cash surrender value of life insurance policies and the absence of the contractual expiration of underlying indemnifications resulting from the disposition of Acadia Unit 2.

Interest charges decreased $0.2 million during the second quarter of 2015 compared to the second quarter of 2014 primarily due to the absence of a customer surcredit at Cleco Power, partially offset by higher miscellaneous interest charges at Cleco Corporation.

Federal and state income tax expense increased $5.8 million during the second quarter of 2015 compared to the second quarter of 2014 primarily due to $2.2 million for a settlement with taxing authorities, $2.1 million to record tax expense at the projected annual effective tax rate, $0.8 million for permanent tax differences, $0.5 million for tax credits, and $0.4 million for the change in pretax income, excluding AFUDC equity. These increases were partially offset by $0.2 million for the flowthrough of state tax benefits.

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

Cleco Power
	FOR THE THREE MONTHS ENDED JUNE 30,
							FAVORABLE/(UNFAVORABLE)
(THOUSANDS)	2015			2014				VARIANCE			CHANGE
Operating revenue
Base	$	165,575		$	184,228			$	(18,653	)	(10.1	)%
Fuel cost recovery	111,086			132,769				(21,683		)	(16.3	)%
Electric customer credits	(3,390		)	(22,495		)		19,105			84.9	%
Other operations	15,283			14,027				1,256			9.0	%
Affiliate revenue	331			330				1			0.3	%
Operating revenue, net	288,885			308,859				(19,974		)	(6.5	)%
Operating expenses
Recoverable fuel and power purchased	111,090			132,770				21,680			16.3	%
Non-recoverable fuel and power purchased	7,053			5,319				(1,734		)	(32.6	)%
Other operations	31,650			29,146				(2,504		)	(8.6	)%
Maintenance	21,230			26,203				4,973			19.0	%
Depreciation	36,126			37,295				1,169			3.1	%
Taxes other than income taxes	11,493			11,094				(399		)	(3.6	)%
Total operating expenses	218,642			241,827				23,185			9.6	%
Operating income	$	70,243		$	67,032			$	3,211		4.8	%
Allowance for equity funds used during construction	$	460		$	2,029			$	(1,569	)	(77.3	)%
Interest charges	$	19,401		$	20,639			$	1,238		6.0	%
Federal and state income tax expense	$	19,909		$	16,071			$	(3,838	)	(23.9	)%
Net income	$	31,813		$	32,658			$	(845	)	(2.6	)%

Cleco Power’s net income in the second quarter of 2015 decreased $0.8 million compared to the second quarter of 2014. Factors contributing to Cleco Power’s results are discussed below.

	FOR THE THREE MONTHS ENDED JUNE 30,
(MILLION kWh)	2015	2014	FAVORABLE/ (UNFAVORABLE)
Electric sales
Residential	819	788	3.9	%
Commercial	667	636	4.9	%
Industrial	479	543	(11.8	)%
Other retail	33	32	3.1	%
Total retail	1,998	1,999	(0.1	)%
Sales for resale	748	770	(2.9	)%
Unbilled	199	359	(44.6	)%
Total retail and wholesale customer sales	2,945	3,128	(5.9	)%

45

CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

	FOR THE THREE MONTHS ENDED JUNE 30,
(THOUSANDS)	2015		2014		FAVORABLE/ (UNFAVORABLE)
Electric sales
Residential	$	65,878	$	65,965	(0.1	)%
Commercial	45,434		46,399		(2.1	)%
Industrial	20,159		21,105		(4.5	)%
Other retail	2,557		2,568		(0.4	)%
Surcharge	5,112		2,845		79.7	%
Total retail	139,140		138,882		0.2	%
Sales for resale	15,134		22,683		(33.3	)%
Unbilled	11,301		22,663		(50.1	)%
Total retail and wholesale customer sales	$	165,575	$	184,228	(10.1	)%

Cleco Power’s residential customers’ demand for electricity is affected largely 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 winter energy is typically 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 chart shows how cooling and heating degree-days varied from normal conditions and from the prior period. Cleco Power uses temperature data collected by the National Oceanic and Atmospheric Administration to determine cooling and heating degree-days.

	FOR THE THREE MONTHS ENDED JUNE 30,
				2015 CHANGE
	2015	2014	NORMAL	PRIOR YEAR		NORMAL
Cooling degree-days	1,093	932	942	17.3	%	16.0	%

Base

Base revenue decreased $18.7 million during the second quarter of 2015 compared to the second quarter of 2014 primarily due to lower rates that began July 1, 2014, related to the FRP extension. Also contributing to the decrease were lower net sales to wholesale customers, including the expiration of a wholesale contract in December 2014. Partially offsetting these decreases were higher sales to residential and commercial customers due to warmer summer weather.

For information on the effects of future energy sales on the results of operations, financial condition, and cash flows of Cleco Power, see “Risk Factors — Future Electricity Sales” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Fuel Cost Recovery

Fuel cost recovery revenue billed to customers decreased $21.7 million during the second quarter of 2015 compared to the second quarter of 2014 primarily due to lower power purchases, lower customer usage, and lower fuel expenses as a result of lower per unit costs of fuel used for electric generation. These decreases were partially offset by the absence of an outage at one of Cleco Power’s generating

facilities. 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 FAC, which enables Cleco Power to pass on to its customers substantially all such charges. Approximately 76% of Cleco Power’s total fuel cost during the second quarter of 2015 was regulated by the LPSC. Recovery of retail FAC costs is subject to refund until approval is received from the LPSC.

Electric Customer Credits

Electric customer credits decreased $19.1 million during the second quarter of 2015 compared to the second quarter of 2014 primarily due to $22.3 million related to the absence of provisions for estimated accruals as a result of the FRP extension approved in June 2014 and $0.3 million related to site-specific industrial customers. These amounts were partially offset by accruals for anticipated refunds related to the transmission ROE of $2.4 million and energy efficiency programs of $1.1 million. For more information on the FRP extension, transmission ROE, and the accrual of electric customer credits, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 9 — Electric Customer Credits.”

Other Operations

Other operations revenue increased $1.3 million in the second quarter of 2015 compared to the second quarter of 2014 primarily due to higher transmission and distribution revenue.

Operating Expenses

Operating expenses decreased $23.2 million in the second quarter of 2015 compared to the second quarter of 2014. Recoverable fuel and power purchased decreased $21.7 million primarily due to a lower volume of power purchased, partially offset by a higher volume of fuel purchased for electric generation, both as a result of the absence of an outage at one of Cleco Power’s generating facilities. Also contributing to the decrease were lower per unit costs of fuel used for electric generation. Non-recoverable fuel and power purchased increased $1.7 million primarily related to higher MISO transmission expenses and administrative fees, partially offset by a one-time facility credit. Other operations expense increased $2.5 million primarily due to higher administrative and general expenses, including higher pension expense, customer service, and generation expenses. Maintenance expense decreased $5.0 million primarily due to lower generating station outage expenses. Depreciation expense decreased $1.2 million primarily due to the absence of amortization of the Evangeline PPA capacity costs of $6.2 million, partially offset by the amortization of new regulatory assets related to the FRP extension of $1.7 million, lower reclassification of state corporate franchise taxes to regulatory assets of $1.3 million, normal recurring additions to fixed assets of $0.9 million, the absence of the reclassification of AMI deferred revenue requirements to regulatory assets of $0.6 million, and higher miscellaneous amortization of $0.5 million.

Allowance for Equity Funds Used During Construction

Allowance for equity funds used during construction decreased $1.6 million during the second quarter of 2015 compared to the second quarter of 2014 primarily due to lower costs related to the completion of the MATS project.

46

CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

Interest charges

Interest charges decreased $1.2 million during the second quarter of 2015 compared to the second quarter of 2014 primarily due to the absence of a customer surcredit.

Income Taxes

Federal and state income tax expense increased $3.8 million during the second quarter of 2015 compared to the second quarter of 2014 primarily due to $2.3 million to record tax expense at the projected annual effective tax rate, $1.8 million for the change in pretax income, excluding AFUDC equity, and $0.1 million for permanent tax differences. These increases were partially offset by $0.2 million for the flowthrough of state tax benefits and $0.2 million for a settlement with taxing authorities.

Comparison of the Six Months Ended June 30, 2015, and 2014

Cleco Consolidated
			FOR THE SIX MONTHS ENDED JUNE 30,
						FAVORABLE/(UNFAVORABLE)
(THOUSANDS)	2015			2014		VARIANCE			CHANGE
Operating revenue, net	$	584,531		$	593,456	$	(8,925	)	(1.5	)%
Operating expenses	451,927			469,396		17,469			3.7	%
Operating income	$	132,604		$	124,060	$	8,544		6.9	%
Allowance for equity funds used during construction	$	1,537		$	3,660	$	(2,123	)	(58.0	)%
Other income	$	1,409		$	3,466	$	(2,057	)	(59.3	)%
Federal and state income tax expense	$	37,687		$	28,206	$	(9,481	)	(33.6	)%
Net income applicable to common stock	$	57,156		$	62,557	$	(5,401	)	(8.6	)%

Consolidated net income applicable to common stock decreased $5.4 million in the first six months of 2015 compared to the first six months of 2014.

Operating revenue, net decreased $8.9 million in the first six months of 2015 compared to the first six months of 2014 largely as a result of lower base revenue and lower fuel cost recovery revenue, partially offset by lower electric customer credits and higher transmission and distribution revenue at Cleco Power.

Operating expenses decreased $17.5 million in the first six months of 2015 compared to the first six months of 2014 primarily due to lower generation maintenance expense and lower recoverable fuel and purchased power expense. Partially offsetting these decreases were higher non-recoverable fuel and power purchased due to the expiration of a PPA when Coughlin was transferred to Cleco Power in March 2014, higher MISO transmission expenses and administrative fees due to a new wholesale customer at Cleco Power, and higher merger transaction costs incurred at Cleco Corporation.

Allowance for equity funds used during construction decreased $2.1 million in the first six months of 2015 compared to the first six months of 2014 primarily due to lower costs related to the completion of the MATS project at Cleco Power.

Other income decreased $2.1 million in the first six months of 2015 compared to the first six months of 2014 largely due to a lower increase in the cash surrender value of life insurance policies and the absence of the contractual expiration of

underlying indemnifications resulting from the disposition of Acadia Unit 2.

Federal and state income tax expense increased $9.5 million during the first six months of 2015 compared to the first six months of 2014 primarily due to $3.8 million for a settlement with taxing authorities, $2.4 million for the change in pretax income, excluding AFUDC equity, $2.1 million to record tax expense at the consolidated projected annual effective tax rate, $1.3 million for permanent tax differences, $0.3 million for tax credits, and $0.1 million for miscellaneous tax items. These increases were partially offset by $0.5 million for the flowthrough of state tax benefits.

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

Cleco Power
				FOR THE SIX MONTHS ENDED JUNE 30,
								FAVORABLE/(UNFAVORABLE)
(THOUSANDS)	2015				2014			VARIANCE			CHANGE
Operating revenue
Base	$	318,876			$	341,412		$	(22,536	)	(6.6	)%
Fuel cost recovery	235,299				245,344			(10,045		)	(4.1	)%
Electric customer credits	(3,179		)		(22,681		)	19,502			86.0	%
Other operations	32,495				28,299			4,196			14.8	%
Affiliate revenue	665				665			—			—	%
Operating revenue, net	584,156				593,039			(8,883		)	(1.5	)%
Operating expenses
Recoverable fuel and power purchased	235,304				245,345			10,041			4.1	%
Non-recoverable fuel and power purchased	15,045				9,982			(5,063		)	(50.7	)%
Other operations	60,130				54,462			(5,668		)	(10.4	)%
Maintenance	40,175				56,460			16,285			28.8	%
Depreciation	73,109				77,498			4,389			5.7	%
Taxes other than income taxes	24,479				24,069			(410		)	(1.7	)%
Total operating expenses	448,242				467,816			19,574			4.2	%
Operating income	$	135,914			$	125,223		$	10,691		8.5	%
Allowance for equity funds used during construction	$	1,537			$	3,660		$	(2,123	)	(58.0	)%
Interest charges	$	39,304			$	40,399		$	1,095		2.7	%
Federal and state income tax expense	$	38,268			$	30,281		$	(7,987	)	(26.4	)%
Net income	$	60,418			$	58,965		$	1,453		2.5	%

Cleco Power’s net income in the first six months of 2015 increased $1.5 million compared to the first six months of 2014. Contributing factors include:

• lower electric customer credits,

• lower maintenance expense,

• higher other operations revenue,

• lower depreciation expense, and

• lower interest charges.

These factors were partially offset by:

• lower base revenue,

• higher income taxes,

• higher other operations expense,

• higher non-recoverable fuel and power purchased, and

• lower allowance for equity funds used during construction.

47

CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

	FOR THE SIX MONTHS ENDED JUNE 30,
(Million kWh)	2015	2014	FAVORABLE/ (UNFAVORABLE)
Electric sales
Residential	1,787	1,814	(1.5	)%
Commercial	1,298	1,259	3.1	%
Industrial	921	1,092	(15.7	)%
Other retail	67	64	4.7	%
Total retail	4,073	4,229	(3.7	)%
Sales for resale	1,589	1,244	27.7	%
Unbilled	71	253	(71.9	)%
Total retail and wholesale customer sales	5,733	5,726	0.1	%

	FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2015		2014		FAVORABLE/ (UNFAVORABLE)
Electric sales
Residential	$	133,417	$	140,898	(5.3	)%
Commercial	91,857		94,862		(3.2	)%
Industrial	40,166		42,931		(6.4	)%
Other retail	5,149		5,224		(1.4	)%
Surcharge	10,561		5,280		100.0	%
Total retail	281,150		289,195		(2.8	)%
Sales for resale	32,859		35,268		(6.8	)%
Unbilled	4,867		16,949		(71.3	)%
Total retail and wholesale customer sales	$	318,876	$	341,412	(6.6	)%

The following chart 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 SIX MONTHS ENDED JUNE 30,
				2015 CHANGE
	2015	2014	NORMAL	PRIOR YEAR		NORMAL
Heating degree-days	998	1,248	940	(20.0	)%	6.2	%
Cooling degree-days	1,187	969	1,020	22.5	%	16.4	%

Base

Base revenue decreased $22.5 million during the first six months of 2015 compared to the first six months of 2014 primarily due to the expiration of a wholesale contract in December 2014 and lower rates that began July 1, 2014, related to the FRP extension. Partially offsetting these decreases were higher sales to a new wholesale customer. For information on the effects of future energy sales on the results of operations, financial condition, and cash flows of Cleco Power, see “Risk Factors — Future Electricity Sales” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Fuel Cost Recovery

Fuel cost recovery revenue billed to customers decreased $10.0 million during the first six months of 2015 compared to the first six months in 2014 primarily due to lower power purchases, lower customer usage, and lower fuel expenses as a result of lower per unit costs of fuel used for electric generation. These decreases were partially offset by the addition of a wholesale customer in April 2014 and the absence of an outage at one of Cleco Power’s generating facilities. 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 FAC, which enables Cleco Power to pass on to its customers substantially all such charges. Approximately 75% of Cleco Power’s total fuel cost during the first six months of 2015 was regulated by the LPSC. Recovery of retail FAC costs is subject to refund until approval is received from the LPSC.

Electric Customer Credits

Electric customer credits decreased $19.5 million during the first six months of 2015 compared to the first six months of 2014 primarily due to $22.3 million related to the absence of provisions for estimated accruals as a result of the FRP extension approved in June 2014 and $0.7 million related to site-specific customers. These amounts were partially offset by accruals for anticipated refunds related to the transmission ROE of $2.4 million and energy efficiency programs of $1.1 million. For more information on the FRP extension, transmission ROE, and the accrual of electric customer credits, see Item 1, “Notes to the Unaudited Condensed Consolidated Financial Statements — Note 9 — Electric Customer Credits.”

Other Operations

Other operations revenue increased $4.2 million during the first six months of 2015 compared to the first six months of 2014 primarily due to higher transmission and distribution revenue.

Operating Expenses

Operating expenses decreased $19.6 million in the first six months of 2015 compared to the first six months of 2014. Recoverable fuel and power purchased decreased $10.0 million primarily due to a lower volume of power purchased, partially offset by a higher volume of fuel used for electric generation, both as a result of the absence of an outage at one of Cleco Power’s generating facilities. Also contributing to the decrease were lower per unit costs of fuel used for electric generation. Non-recoverable fuel and purchased power increased $5.1 million primarily related to higher MISO transmission expenses and administrative fees due to a new wholesale customer, partially offset by lower capacity charges. Other operations expense increased $5.7 million primarily due to higher generation expenses, administrative and general expenses, including higher pension expense, and customer service expense. Maintenance expense decreased $16.3 million primarily due to lower generating station outage expenses. Depreciation expense decreased $4.4 million primarily due to the absence of amortization of the Evangeline PPA capacity costs of $13.5 million, partially offset by the amortization of new regulatory assets related to the FRP extension of $3.3 million, normal recurring additions to fixed assets of $2.8 million, lower reclassification of state corporate franchise taxes to regulatory assets of $1.3 million, the absence of the reclassification of AMI deferred revenue requirements to regulatory assets of $1.3 million, and higher miscellaneous amortization of $0.4 million.

Allowance for Equity Funds Used During Construction

Allowance for equity funds used during construction decreased $2.1 million during the first six months of 2015 compared to the first six months of 2014 primarily due to lower costs related to the completion of the MATS project.

48

CLECO CORPORATION
CLECO POWER	2015 2ND QUARTER FORM 10-Q

Interest Charges

Interest charges decreased $1.1 million during the first six months of 2015 compared to the first six months of 2014 primarily due to $2.9 million related to the absence of the customer surcredit and $0.4 million due to the retirement of senior notes. These decreases were partially offset by $1.1 million related to a settlement with taxing authorities, $0.6 million related to allowance for borrowed funds used during construction primarily related to the MATS project, and $0.5 million of higher miscellaneous interest charges.

Income Taxes

Federal and state income tax expense increased $8.0 million during the first six months of 2015 compared to the first six months of 2014 primarily due to $4.5 million for the change in pretax income, excluding AFUDC equity, $2.6 million to record tax expense at the projected annual effective tax rate, $1.3 million for a settlement with taxing authorities, and $0.1 million for permanent tax differences. These increases were partially offset by $0.5 million for the flowthrough of state tax benefits.

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 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, cash flows from routine operations, and 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 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 June 30, 2015:

	SENIOR UNSECURED DEBT		CORPORATE CREDIT
	MOODY’S	S&P	S&P
Cleco Corporation	Baa1	N/A	BBB+
Cleco Power	A3	BBB+	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.

Cleco Corporation and Cleco Power pay fees and interest under their bank credit agreements based on the highest rating held. Savings are dependent upon the level of borrowings. If Cleco Corporation or Cleco Power’s credit ratings were to be downgraded by Moody’s and S&P, Cleco Corporation and/or Cleco Power would be required to pay additional fees and incur higher interest rates for borrowings 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 Moody’s or S&P, 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, 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.

Cleco Power is integrated into the MISO market. MISO operates a fully functioning RTO market with two major market processes: the Day-Ahead Energy and Operating Reserves Market and the Real-Time Energy and Operating Reserves Market. Both use market-based mechanisms to manage transmission congestion across the MISO market area. MISO required Cleco Power to provide credit support which may increase or decrease due to the timing of the settlement schedules. At June 30, 2015, Cleco Power had a $2.0 million letter of credit to MISO pursuant to the credit requirements of FTRs. The letter of credit automatically renews each year and reduces Cleco Power’s credit facility capacity. For more about MISO, see “Regulatory and Other Matters — Transmission Rates of Cleco Power.”

Global and U.S. Economic Environment

Global and domestic economic conditions 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. During periods of capital market volatility, the availability of capital could be limited and the costs of capital may increase 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 to which the Registrants have been exposed have been beneficial to 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 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

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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 and Cash Equivalents

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 and cash equivalents consisted of:

(THOUSANDS)	AT JUNE 30, 2015		AT DEC. 31, 2014
Current:
Cleco Katrina/Rita’s storm recovery bonds	$	8,342	$	8,986
Non-current:
Diversified Lands’ mitigation escrow	21		21
Cleco Power’s future storm restoration costs	15,542		14,915
Cleco Power’s building renovation escrow	252		194
Non-current total	15,815		15,130
Total restricted cash and cash equivalents	$	24,157	$	24,116

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 administration fees, interest, and principal on storm recovery bonds. During the six months ended June 30, 2015, Cleco Katrina/Rita collected $10.1 million net of administration fees. In March 2015, Cleco Katrina/Rita used $8.1 million for a scheduled storm recovery bond principal payment and $2.6 million for related interest.

Debt

Cleco Consolidated

At June 30, 2015, and December 31, 2014, Cleco had no short-term debt outstanding.

At June 30, 2015, Cleco’s long-term debt outstanding was $1.3 billion, of which $43.8 million was due within one year. The long-term debt due within one year at June 30, 2015, represents $25.0 million of senior notes that was repaid on July 15, 2015, $16.3 million of principal payments for the Cleco Katrina/Rita storm recovery bonds, and $2.5 million of capital lease payments. For Cleco, long-term debt decreased $69.0 million from December 31, 2014, primarily due to a $35.0 million repayment of a bank term loan in April 2015, a $25.0 million net decrease in credit facility draws, an $8.1 million scheduled Cleco Katrina/Rita storm recovery bond principal payment in March 2015, and a $1.1 million decrease in capital lease obligations. These decreases were partially offset by debt discount amortizations of $0.2 million.

Cash and cash equivalents available at June 30, 2015, were $22.4 million combined with $496.0 million credit facility capacity ($198.0 million from Cleco Corporation and $298.0 million from Cleco Power) for total liquidity of $518.4 million.

At June 30, 2015, 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 June 30, 2015, and December 31, 2014, Cleco had a working capital surplus of $214.6 million and $262.8 million, respectively. The $48.2 milliondecrease in working capital is primarily due to:

• a $28.7 million net decrease in net current tax assets and related interest charges primarily due to property tax accruals, the utilization of the net operating loss carryforward, and a settlement with taxing authorities,

• a $25.6 million increase in long-term debt due within one year primarily due to $25.0 million of senior notes that was repaid on July 15, 2015,

• a $22.0 million decrease in unrestricted cash and cash equivalents,

• a $7.8 million decrease in fuel inventory, primarily due to lower lignite and coal reserves as a result of fewer net purchases and lower cost of natural gas inventory in storage, partially offset by higher petcoke reserves due to a planned plant outage,

• a $7.8 million decrease in other accounts receivable primarily due to lower receivables from joint owners as a result of the completion of the MATS project, and

• a $6.0 million decrease in accumulated deferred fuel, primarily related to a decrease in fuel costs and power purchases, the timing of collections of fuel expenses, and the loss of a wholesale customer.

These decreases in working capital were partially offset by:

• a $36.5 million decrease in accounts payable, primarily due to the timing of property tax and other vendor payments,

• a $7.9 million increase in customer accounts receivable, and

• a $4.9 million increase in unbilled revenue.

Cleco Corporation (Holding Company Level)

Cleco Corporation had no short-term debt outstanding at June 30, 2015, or December 31, 2014.

At June 30, 2015, Cleco Corporation had $52.0 million draws outstanding under its $250.0 million credit facility compared to $57.0 million outstanding at December 31, 2014. This facility provides for working capital and other financing 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 June 30, 2015, were $2.0 million, combined with $198.0 million credit facility capacity for total liquidity of $200.0 million.

Cleco Power

At June 30, 2015, and December 31, 2014, Cleco Power had no short-term debt outstanding.

At June 30, 2015, Cleco Power’s long-term debt outstanding was $1.25 billion, of which $43.8 million was due within one year. The long-term debt due within one year at June 30, 2015, represents $25.0 million of senior notes that was repaid on July 15, 2015, $16.3 million of principal payments for the Cleco Katrina/Rita storm recovery bonds, and $2.5 million of capital lease payments. For Cleco Power, long-term debt decreased$64.0 million from December 31, 2014,

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primarily due to a $35.0 million repayment of a bank term loan in April 2015, a $20.0 million decrease in credit facility draws, an $8.1 million scheduled Cleco Katrina/Rita storm recovery bond principal payment in March 2015, and a $1.1 million decrease in capital lease obligations. These decreases were partially offset by debt discount amortizations of $0.2 million.

At June 30, 2015, Cleco Power had no draws outstanding under its $300.0 million credit facility compared to $20.0 million outstanding at December 31, 2014. This facility provides for working capital and other financing needs. At June 30, 2015, Cleco Power had a $2.0 million letter of credit to MISO pursuant to the credit requirements of FTRs. The letter of credit automatically renews each year and reduces Cleco Power’s credit facility capacity.

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 June 30, 2015, were $20.1 million, combined with $298.0 million credit facility capacity consisting of $300.0 million of original capacity less $2.0 million for the letter of credit to MISO, for total liquidity of $318.1 million.

At June 30, 2015, and December 31, 2014, Cleco Power had a working capital surplus of $131.4 million and $172.7 million, respectively. The $41.3 milliondecrease in working capital is primarily due to:

• a $25.6 million increase in long-term debt due within one year primarily due to $25.0 million of senior notes that was repaid on July 15, 2015,

• a $19.4 million net decrease in net current tax assets and related interest charges primarily due to property tax accruals and settlement with taxing authorities,

• a $19.1 million decrease in unrestricted cash and cash equivalents,

• a $7.8 million decrease in fuel inventory, primarily due to lower lignite and coal reserves as a result of fewer net purchases and lower cost of natural gas inventory in storage, partially offset by higher petcoke reserves due to a planned plant outage,

• a $7.6 million decrease in other accounts receivable primarily due to lower receivables from joint owners as a result of the completion of the MATS project, and

• a $6.0 million decrease in accumulated deferred fuel, primarily related to a decrease in fuel costs and power purchases, the timing of collections of fuel expenses, and the loss of a wholesale customer.

These decreases in working capital were partially offset by:

• a $31.1 million decrease in accounts payable, primarily due to the timing of property tax and other vendor payments,

• a $7.9 million increase in customer accounts receivable, and

• a $4.9 million increase in unbilled revenue.

On April 30, 2015, Cleco Power repaid its $35.0 million outstanding bank term loan that was due May 29, 2015. At December 31, 2014, Cleco Power had the intent and ability to refinance this outstanding bank term loan with other long-term debt; however, due to a temporary increase in cash balances, Cleco Power repaid the bank term loan early, with the intent to include it in a new financing at a later date.

On May 1, 2015, Cleco Power refinanced its $50.0 million 2008 Series A GO Zone bonds and entered into a new interest rate period with a mandatory tender date of April 30, 2020. In connection with the new interest rate period, the interest rate is at a fixed rate of 2.0% per annum.

On July 15, 2015, Cleco Power repaid its $50.0 million 4.95% senior notes. As part of the redemption, Cleco Power paid $1.2 million of accrued interest. At March 31, 2015, Cleco Power had the intent and ability to refinance these outstanding senior notes with other long-term debt; however, due to available cash on July 15, 2015, the senior notes were repaid with $25.0 million of cash and $25.0 million from Cleco Power’s credit facility. Cleco Power intends to include the draw on the credit facility in a new financing at a later date.

Credit Facilities

At June 30, 2015, Cleco Corporation had $52.0 million of borrowings outstanding under its $250.0 million credit facility at an all-in interest rate of 1.225%, leaving an available borrowing capacity of $198.0 million. The borrowings under the credit facility are considered to be long-term because the credit facility expires in 2018. The borrowing costs under the facility are equal to LIBOR plus 1.075%orABR plus 0.075%, plus facility fees of 0.175%. If Cleco Corporation’s credit ratings were to be downgraded one level, Cleco Corporation would be required to pay higher fees and additional interest of 0.05% and 0.20%, respectively, under the pricing levels of its credit facility.

At June 30, 2015, Cleco Power had no borrowings outstanding under its $300.0 million credit facility; however, Cleco Power has issued a $2.0 million letter of credit to MISO, leaving an available borrowing capacity of $298.0 million. The borrowing costs under the facility are equal to LIBOR plus 0.9% or ABR, plus facility fees of 0.1%. If Cleco Power’s credit ratings were to be downgraded one level, Cleco Power would be required to pay higher fees and additional interest of 0.075% and 0.175%, respectively, under the pricing levels of its credit facility. The letter of credit issued to MISO is pursuant to the credit requirements of FTRs. The letter of credit automatically renews each year and reduces Cleco Power’s credit facility capacity.

At June 30, 2015, Cleco Corporation and Cleco Power were in compliance with the covenants in their credit facilities. If Cleco Corporation or Cleco Power were to default under the covenants in their respective credit facilities or other debt agreements, they would be unable to borrow additional funds under the facilities 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.

Cleco Consolidated Cash Flows

Net Operating Cash Flow

Net cash provided by operating activities was $174.5 million and $125.2 million during the six months ended June 30, 2015, and 2014, respectively. Net cash provided by operating activities increased$49.3 million primarily due to:

• lower net fuel and power purchases of $33.2 million primarily due to lower per unit costs,

• lower income tax payments of $13.9 million,

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• lower payments for fuel inventory of $11.3 million primarily related to lignite and the storage of natural gas,

• lower gas payments to vendors of $9.2 million primarily due to lower per unit prices,

• higher receipts from customers of $6.0 million,

• higher receipts of advanced deposits for operations and maintenance costs on jointly owned generation units of $2.5 million, and

• lower payments related to storm costs of $1.3 million.

These increases were partially offset by higher payments to vendors of $37.2 million primarily related to the timing of property tax payments.

Net Investing Cash Flow

Net cash used in investing activities was $78.2 million and $127.7 million during the six months ended June 30, 2015, and 2014, respectively. Net cash used in investing activities decreased$49.5 million primarily due to:

• lower payments for additions to property, plant, and equipment, net of AFUDC, of $32.9 million,

• lower contributions to the NMTC Fund of $21.4 million, and

• lower net transfers of cash to restricted accounts of $9.5 million.

These decreases were partially offset by the absence of the sale of restricted investments of $11.1 million.

Net Financing Cash Flow

Net cash used in financing activities was $118.3 million and $2.9 million during the six months ended June 30, 2015, and 2014, respectively. Net cash used in financing activities increased$115.4 million primarily due to:

• lower net credit facility activity of $90.0 million, which consisted of $77.0 million lower draws and $13.0 million higher payments, and

• higher repayments of long-term debt of $35.5 million.

These increases were partially offset by the absence of the repurchase of common stock of $12.4 million.

Cleco Power Cash Flows

Net Operating Cash Flow

Net cash provided by operating activities was $182.2 million and $124.9 million during the six months ended June 30, 2015, and 2014, respectively. Net cash provided by operating activities increased$57.3 million primarily due to:

• lower net fuel and power purchases of $33.2 million primarily due to lower per unit costs,

• lower payments for fuel inventory of $11.3 million primarily related to lignite and the storage of natural gas,

• lower gas payments to vendors of $9.2 million primarily due to lower per unit prices,

• higher receipts from customers of $6.0 million,

• lower payments for capacity costs of $3.7 million due to the termination of the Evangeline PPA in 2014,

• higher receipts of advanced deposits for operations and maintenance costs on jointly owned generation units of $2.5 million, and

• lower payments related to storm costs of $1.3 million.

These increases were partially offset by higher payments to vendors of $37.8 million primarily related to the timing of property tax payments.

Net Investing Cash Flow

Net cash used in investing activities was $76.9 million and $104.2 million during the six months ended June 30, 2015, and 2014, respectively. Net cash used in investing activities decreased$27.3 million primarily due to:

• lower payments for additions to property, plant, and equipment, net of AFUDC, of $32.5 million, and

• lower net transfers of cash to restricted accounts of $9.5 million.

These decreases were partially offset by the absence of the sale of restricted investments of $11.1 million.

Net Financing Cash Flow

Net cash used in financing activities was $124.4 million and $23.8 million during the six months ended June 30, 2015, and 2014, respectively. Net cash used in financing activities increased$100.6 million primarily due to:

• lower net credit facility activity of $75.0 million, which consisted of $92.0 million lower draws and $17.0 million lower payments, and

• higher repayments of long-term debt of $35.5 million.

These increases were partially offset by lower cash distributions to Cleco Corporation of $10.0 million.

Contractual Obligations

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 Cleco’s Condensed Consolidated Balance Sheets while others are commitments, some firm and some based on uncertainties, that are not reflected in the Condensed Consolidated Financial Statements.

For more information regarding Cleco’s Contractual Obligations, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Contractual Obligations” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Off-Balance Sheet Commitments and On-Balance Sheet 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 “— On-Balance Sheet Guarantees.”

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Regulatory and Other Matters

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 EAC or its FRP, or as a base rate adjustment. If Cleco fails to comply with these revisions, reinterpretations, and requirements, it could be subject to civil or criminal liabilities and fines.

In July 2011, the EPA finalized a rule titled “Federal Implementation Plans to Reduce Interstate Transport of Fine Particulate Matter and Ozone” known as CSAPR that would require significant reductions in SO₂ and NO_x emissions from EGUs in 28 states, including Louisiana. Under CSAPR, the EPA set total emissions limits for each state allowing limited interstate trading (and unlimited intrastate trading) of emission allowances among power plants to comply with these limits beginning May 1, 2012. Specifically for Louisiana, CSAPR limited NO_x emissions for the ozone season, which consisted of the months of May through September. After several years of litigation over the rule, in October 2014, the D.C. Circuit granted the EPA’s request that the court lift the stay on CSAPR. On January 1, 2015, the EPA implemented CSAPR on an interim basis. Cleco expects to comply with the rule’s requirements for limiting NO_x emissions during annual ozone seasons, starting in May 2015 and continuing through September 2015.

In February 2012, the EPA finalized the MATS ruling that requires affected EGUs to meet specific numeric emissions standards and work practices standards to address hazardous air pollutants. MATS imposes strict emission limits on new and existing coal- and liquid oil-fired EGUs for mercury, acid gases, and non-mercury metallic pollutants. Cleco Power units impacted by the rule include Rodemacher Unit 2, Madison Unit 3, and Dolet Hills. MATS allowed existing sources approximately three years to comply with the rule. MATS controls equipment including dry sorbent injection for acid gas control, activated carbon injection systems for mercury control, and fabric filters (baghouses) for metal particulate control were installed at Dolet Hills and Rodemacher Unit 2. In addition, activated carbon injection for mercury control was installed at Madison Unit 3. As a result of the installation of the MATS equipment, Cleco Power’s three EGUs affected by the MATS rule were compliant by the April 16, 2015, deadline. Cleco Power filed an application with the LPSC in August 2012, requesting authorization to recover the revenue requirements associated with the MATS equipment. Following an administrative hearing in the second quarter of 2014, Cleco Power, the LPSC Staff, and intervenors filed post-hearing briefs and reply briefs. On April 10, 2015, the Administrative Law Judge (ALJ) issued a proposed recommendation. On May 21, 2015, the ALJ issued a final recommendation with both

recommendations concluding that Cleco Power was prudent in its decision to install MATS emission control equipment at Rodemacher Unit 2, Dolet Hills, and Madison Unit 3. The ALJ’s final recommendation will be considered and voted on by the LPSC. The vote is expected to occur by the end of 2015. Cleco Power began recovery of the revenue requirement associated with the MATS equipment on July 1, 2015. As of June 30, 2015, Cleco Power had spent $105.7 million on the project. Cleco Power’s final project cost is expected to be approximately $108.0 million, with the remaining costs being related to post-construction refinements. On June 29, 2015, the U.S. Supreme Court remanded the MATS rule to the D.C. Circuit Court of Appeals. The Supreme Court held that the EPA had not demonstrated that the promulgation of the MATS rule was “appropriate and necessary” due to the EPA’s failure to consider costs. The MATS rule will remain in effect unless it is vacated by the lower court. Notwithstanding this remand, Cleco Power anticipates full rate recovery of its costs of timely compliance in installing and operating the MATS emission and control devices and related equipment.

On June 2, 2014, the EPA proposed guidelines referred to as the Clean Power Plan. These guidelines provide each state with a state-specific, overall limit for carbon dioxide emissions from the state’s utility industry. The EPA derived the limits for each state through a strategy involving a combination of unit efficiency improvements, dispatching away from boilers to combined cycle units, applying renewable energy, and implementing demand-side energy efficiency. The states have been asked to finalize state implementation plans by June 2016. On January 7, 2015, the EPA announced it would extend the timeline for issuing the final rule from June 2015 to later in the summer of 2015. The Clean Power Plan is only a proposal with emission limits applied to the state as a whole for which the state must produce its own EPA-approved plan for coming into compliance. Therefore, management cannot predict what the final standards will entail for Cleco or what level of emissions controls the EPA and the state of Louisiana will require in a final state plan. However, any new rules that require significant reductions of carbon dioxide emissions could require potentially significant capital expenditures or modifications or curtailment of operations of certain EGUs to maintain or achieve compliance.

On April 17, 2015, the EPA published the final rule in the Federal Register for regulating the disposal and management of CCRs from coal-fired power plants under “Subtitle D” of the ResourceConservation and Recovery Act. The “Subtitle D” option will regulate CCRs in a manner similar to industrial solid waste. The final rule does not require expensive synthetic lining of existing impoundments in all cases. Management is currently evaluating the effect of the final rule, and does not expect any adjustment to the ARO to have a material impact on the results of operations, financial condition, or cash flows of the Registrants.

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, 2014.

Retail Rates of Cleco Power

The cost of fuel used for electric generation and the cost of power purchased for utility customers are recovered through the LPSC-established FAC that enables Cleco Power to pass on to its customers substantially all such charges. Recovery of FAC costs is subject to periodic fuel audits by the LPSC. The

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LPSC FAC General Order issued in November 1997, in Docket No. U-21497 provides that an audit will be performed at least every other year. Cleco Power has FAC filings for January 2009 through June 2015 subject to audit. In November 2014, the LPSC initiated an audit of Cleco Power’s fuel and purchased power expenses for the years 2009 through 2013. The total amount of fuel expense included in the audit is $1.73 billion. Cleco Power has responded to several sets of data requests from the LPSC Staff and the responses are currently under review. Draft reports are anticipated from the LPSC Staff in September 2015. Management is unable to predict or give a reasonable estimate of the possible range of a disallowance, if any, related to this audit, but expects resolution by the end of 2015. Historically, the disallowances have not been material. If a disallowance of fuel costs is ordered, resulting in a refund, any such refund could have a material adverse effect on the results of operations, financial condition, and cash flows of the Registrants.

For information concerning Cleco Power’s current FRP and 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, 2014.

Energy Efficiency

In August 2009, the LPSC opened a docket to study the promotion of energy efficiency by jurisdictional electric and natural gas utilities. In September 2013, the LPSC issued its General Order adopting final energy efficiency rules. In September 2013, Cleco Power filed its formal intent to participate in the Phase I - Quick Start Process as defined in the LPSC’s Order. Phase I of the LPSC program implemented energy efficiency programs on November 1, 2014. In November 2014, Cleco Power began recovering estimated costs for the first program year through an approved rate tariff. Due to lower initial customer participation in the energy efficiency programs, resulting in lower than anticipated program costs through June 30, 2015, Cleco Power accrued $1.1 million to be credited to customers for the difference in estimated and actual program costs. Cleco Power’s energy efficiency rate tariff for the second program year will be adjusted for any such differences in costs and recovery occurring in the initial program year ending October 31, 2015. The new rules are not expected to have a material impact on the results of operations, financial condition, or cash flows of Cleco Power.

Wholesale Rates of Cleco

Cleco Power’s wholesale electric power sales are regulated by FERC via market-based tariffs. FERC requires a utility to pass a screening test as a condition for securing and/or retaining approval to sell electricity in wholesale markets at market-based rates. An updated market power analysis is to be filed with FERC every three years or upon the occurrence of a change in status as defined by FERC regulation. On February 21, 2014, FERC issued an order to accept Cleco’s substitute market power analysis and grant the power marketing entities

the authority to continue to charge market-based rates for wholesale power. Cleco filed its triennial market power analysis with FERC on January 23, 2015. The comment period has passed with no interventions, and Cleco Power is currently waiting on an order from FERC. If FERC determines Cleco Power possesses generation market power in excess of certain thresholds, Cleco Power could lose the right to sell wholesale generation at market-based rates, which could result in a material adverse effect on the results of operations, financial condition, and cash flows of the Registrants.

Transmission Rates of Cleco Power

In November 2013, a group of industrial customers from the northern region of MISO and other stakeholders filed a complaint at FERC seeking to reduce the ROE component of the transmission rates that MISO transmission owners, including Cleco, may collect under the MISO tariff. The complainants are seeking to reduce the current 12.38% ROE used in MISO’s transmission rates to a proposed 6.68%. A group of MISO transmission owners have filed responses to the complaint, defending the current ROE and seeking dismissal of the complaint. In October 2014, FERC issued an order finding that the current MISO ROE may be unjust and unreasonable and set the issue for hearing, subject to the outcome of settlement discussions. Settlement discussions did not resolve the dispute and FERC set the proceeding for a hearing during the week of August 17, 2015, with an initial non-binding decision expected by November 2015 and a binding FERC order issued during the second half of 2016. In November 2014, a group of MISO transmission owners, including Cleco, filed a request with FERC for an incentive to increase the new ROE by 0.5% for RTO participation. On January 5, 2015, FERC granted the request. The collection of the adder is delayed until the resolution of the ROE complaint proceeding. As of June 30, 2015, Cleco Power had $2.4 million accrued for a possible reduction to the ROE for the period December 2013 through June 2015. Management believes a reduction in the ROE, as well as any resulting refund, will not have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants. 

For more information about the risks associated with Cleco Power’s integration into MISO, please read “Risk Factors” in Item 1A of the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

For information on transmission rates of Cleco Power and Cleco Power’s integration of operations with MISO, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Regulatory and Other Matters — Wholesale Rates of Cleco” and “— Transmission Rates of Cleco Power” in the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Integrated Resource Plan (IRP)

In accordance with the General Order in LPSC Docket No. R-30021, Cleco Power filed a request with the LPSC to initiate an IRP process on October 21, 2013. The IRP process includes conducting stakeholder meetings and receiving feedback from stakeholders. Cleco Power filed its IRP draft with the LPSC on January 30, 2015. Cleco Power is currently scheduled to file a final report in September 2015, with subsequent stakeholder comments due on November 4, 2015 and an LPSC Staff recommendation due in December 2015.

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Cabot Project

On March 24, 2015, Cleco Power filed an application with the LPSC requesting a certificate of public convenience and necessity authorizing Cleco Power to construct, own, and operate a proposed 40-MW generating unit, to be fueled by waste heat from Cabot Corporation’s carbon black manufacturing plant in Franklin, Louisiana. If approved, the project is projected to be commercially operational by the first quarter of 2018. The project is expected to cost approximately $80.0 million and upon achieving commercial operations, it is expected to generate more than 250,000 MWh of renewable energy each year.

Market Restructuring

Wholesale Electric Markets

RTO

For information on Cleco Power’s integration of operations with MISO and for 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, 2014.

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, 2014.

Lignite Deferral

At June 30, 2015, and December 31, 2014, Cleco Power had $10.2 million and $11.5 million, respectively, in uncollected deferred lignite mining costs.

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, 2014.

Franchises

Cleco Power operates under nonexclusive franchise rights granted by governmental units, such as municipalities and parishes (counties), and enforced by state law. These franchises are for fixed terms, which vary from 10 years to more than 50 years. Historically, Cleco Power has been substantially successful in the timely renewal of franchises as each neared the end of its term.Cleco Power’s next municipal franchise expires in February 2017.

Franchise Renewals

Cleco Powerrenewed the following franchise agreements during 2015:

DATE	CITY/TOWN/VILLAGE	TERM	NUMBER OF  CUSTOMERS
March 2015	Zwolle	30 years	914
May 2015	Merryville	30 years	454
June 2015	Eunice	33 years	5,190
July 2015	Converse	30 years	233
July 2015	Madisonville	34 years	598

For 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, 2014.

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.”

CRITICAL ACCOUNTING POLICIES

Cleco’s critical accounting policies include accounting policies that are both important to Cleco’s financial condition and results of operations and 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. The financial statements contained in this report are prepared in accordance with GAAP, which require Cleco to make estimates and assumptions. Estimates and assumptions about future events and their effects cannot be made with certainty. These estimates involve judgments regarding many factors that in and of themselves could materially affect the financial statements and disclosures. 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, 2014.

CLECO POWER — NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS

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 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 six months of 2015 and the first six months of 2014. Reference is made to Management’s Discussion and Analysis of Financial Condition and Results of Operations in

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Item 7 of the Registrants’ Combined Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

For an explanation of material changes in the amount of revenue and expense items of Cleco Power between the second quarter of 2015 and the second quarter of 2014, see “— Results of Operations — Comparison of the Three Months Ended June 30, 2015, and 2014 — Cleco Power” of this Combined Quarterly Report on Form 10-Q.

For an explanation of material changes in the amount of revenue and expense items of Cleco Power between the first six months of 2015 and the first six months of 2014, see “— Results of Operations — Comparison of the Six Months Ended June 30, 2015, and 2014 — Cleco Power” of this Combined Quarterly Report on Form 10-Q.

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 in value arising from changes in interest rates and the commodity market prices of power, FTRs, 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. With the exception of FTRs, 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. When positions close, actual gains or losses are included in the FAC and reflected on customers’ bills as a component of the FAC.

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, FTRs, 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 buys and sells 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. Future actions or inactions of the U.S. federal government, including a failure to increase the government debt limit, could increase the actual or perceived risk that the U.S. may not pay its obligations when due and may disrupt financial markets, including capital markets, potentially limiting availability and increasing costs of capital. 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 Corporation and Cleco Power, management believes that Cleco 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 S&P, Cleco Corporation and/or Cleco Power would be required to pay additional fees and incur higher interest rates for borrowings under their respective credit facilities. Cleco Power’s collateral for derivatives is based on the lowest rating held. If Cleco Power’s credit rating was to be downgraded by Moody’s or S&P, 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 variable-rate obligations is computed by assuming a 1% change in the current interest rate applicable to such debt.

At June 30, 2015, Cleco had no short-term variable rate debt and $52.0 million in long-term variable-rate debt under its $250.0 million credit facility at an all-in interest rate of 1.225%, leaving an available borrowing capacity of $198.0 million. The borrowings under the credit facility are considered to be long-term because the credit facility expires in 2018. The borrowing costs under the facility are equal to LIBOR plus 1.075%, plus facility fees of 0.175%. Each 1% increase in the interest rate applicable to such debt would have resulted in a decrease in Cleco’s pretax earnings of $0.5 million.

For a discussion on the long-term variable-rate debt related to Cleco Power, please refer to “— Cleco Power.”

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 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 may enter into positions to mitigate the volatility in customer fuel costs, as encouraged by various LPSC orders. These positions are marked-to-market with the resulting gain or loss

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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 included in the FAC and reflected in customers’ bills as a component of the fuel cost adjustment. There were no open natural gas positions at June 30, 2015, or December 31, 2014. In June 2015, the LPSC approved a long-term natural gas hedging pilot program that requires Cleco Power to establish a proposal for a long-term natural gas procurement program that will be designed to provide gas price stability for a minimum of five years. This proposal is required to be submitted to the LPSC by June 30, 2018.

Cleco Power purchases the majority of its FTRs in annual auctions facilitated by MISO during the second quarter of each year and may also purchase additional FTRs in monthly auctions facilitated by MISO. FTRs are derivative instruments which represent economic hedges of future congestion charges that will be incurred in serving Cleco Power’s customer load. FTRs are not designated as hedging instruments for accounting purposes. Cleco Power initially records FTRs at their estimated fair value and subsequently adjusts the carrying value to their estimated fair value at the end of each accounting period based on the most recent MISO FTR auction prices. Unrealized gains or losses on FTRs held by Cleco Power are included in accumulated deferred fuel. Realized gains or losses on settled FTRs are recorded as Electric operations or Power purchased for utility customers on Cleco and Cleco Power’s Condensed Consolidated Statements of Income. At June 30, 2015, Cleco and Cleco

Power’s Condensed Consolidated Balance Sheets reflected open FTR positions of $22.5 million in Energy risk management assets and $0.5 million in Energy risk management liabilities, compared to $10.8 million in Energy risk management assets and $0.8 million in Energy risk management liabilities at December 31, 2014. For more information on FTRs, see Note 4 — “Fair Value Accounting — Derivatives and Hedging — Commodity Contracts.”

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-term variable-rate debt or long-term variable-rate debt as of June 30, 2015.

At June 30, 2015, Cleco Power had no borrowings outstanding under its $300.0 million credit facility; however, Cleco Power has issued a $2.0 million letter of credit to MISO, leaving an available borrowing capacity of $298.0 million.

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 June 30, 2015, evaluations were performed under the supervision and with the participation of Cleco Corporation and Cleco Power (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 SEC 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

There has been no change in the Registrants’ internal control over financial reporting that occurred during the quarter ended June 30, 2015, that has materially affected, or is reasonably likely to materially affect, the Registrants’ internal control over financial reporting.

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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, 2014 (the “2014 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 Part I, Item 1A of the 2014 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.

ITEM 5.OTHER INFORMATION

On July 23, 2015, the Board of Directors of Cleco approved an amendment to the Cleco Corporation Executive Severance Plan (“Executive Plan”) to be effective following compliance with provisions under the Executive Plan requiring notice of any amendment to affected employees. The amendment (a) expands the covenants that an affected executive must provide to receive benefits under the Executive Plan to include a covenant prohibiting competition and (b) revises the

definition of participants who are eligible to receive benefits to mean those who have satisfied the conditions in the waiver, release, and covenants agreement. The foregoing description of the amendment to the Executive Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the amendment filed as Exhibit 10.1 to this Form 10-Q.

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ITEM 6.   EXHIBITS
CLECO CORPORATION
10.1	Cleco Corporation Executive Severance Plan (As amended and restated) Amendment No. 3
12(a)	Computation of Ratios of Earnings to Fixed Charges for the six months ended June 30, 2015, and the twelve months ended December 31, 2014, for Cleco Corporation
31.1	CEO Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
31.2	CFO Certification pursuant to 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 six months ended June 30, 2015, and the twelve months ended December 31, 2014, for Cleco Power
31.3	CEO Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
31.4	CFO Certification pursuant to 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

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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: July 27, 2015

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: July 27, 2015

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EX-10.1

EXHIBIT 10.1

CLECO CORPORATION

EXECUTIVE SEVERANCE PLAN

(as amended and restated)

AMENDMENT NO. 3

WHEREAS, Cleco Corporation, a corporation organized and existing under the laws of the State of Louisiana (the “Company”), maintains the Executive Severance Plan, effective October 28, 2011, as later amended (the “Plan”), which plan is intended to be a welfare benefit plan for the benefit of a select group of key management employees of the Company and its Affiliates within the meaning of the Employee Retirement Income Security Act of 1974, as amended;

WHEREAS, the Compensation Committee of the Company’s Board of Directors now desires to amend the Plan for the purpose of imposing certain conditions on the receipt of benefits thereunder, and Section 7.3 of the Plan permits such amendment, subject to notification contemplated therein;

NOW, THEREFORE, the Plan shall be amended, as follows:

1.Section 2.12 of the Plan shall be amended and restated in its entirety as follows:

“2.12“Participant” means a CoveredExecutive who has satisfied the conditions of Section 3.2 hereof and is otherwise eligible to receive benefits hereunder.”

2.Section 3.2 of the Plan shall be amended and restated in its entirety as follows:

“3.2Waiver, Release and Covenants. Upon a Covered Executive’s Qualifying Separation, the Committee, or its designee, shall provide to such executive written notice of his or her eligibility for Severance Benefits hereunder; provided, however, that as a condition of receiving such benefits, he or she shall be required to execute and timely deliver to the Company such agreement or agreements as the Company, in its sole discretion, shall deem necessary or appropriate to protect its business and economic value, including the business and economic value of its Affiliates, such agreement or agreements to provide for any one or more of the following: a waiver and release in favor of the Company and its Affiliates; covenants protecting confidential information; covenants prohibiting competition; covenants prohibiting the solicitation of customers and employees; and prohibitions on disparagement by the Executive and the Company and to be substantially in the form attached hereto as Exhibit 1, ‘Basic Waiver, Release and Covenants Agreement, as the same may be modified in the discretion of the Committee from time to time.”

THIS AMENDMENT NO. 3 has been duly adopted by the Compensation Committee and the Board of Directors of the Company on July 23, 2015, to be effective 30 days thereafter.

CLECO CORPORATION:

By:	/s/ Judy P. Miller	Date: July 23, 2015
	Judy P. Miller, Senior Vice President

EXHIBIT 1

CLECO CORPORATION EXECUTIVE SEVERANCE PLAN

BASIC WAIVER, RELEASE AND COVENANTS AGREEMENT

Name of Executive:

Date of Delivery:

Type and Duration of Severance:

q Basic Severance qChange in Control Severance

Duration: weeks

THIS BASIC WAIVER, RELEASE AND COVENANTS AGREEMENT (the “Agreement”) is made and delivered by the executive named above (“Executive”) in consideration and as a condition of the receipt of payments as a Covered Executive under and a Participant in the Executive Severance Plan maintained by Cleco Corporation (the “Company”), first effective as of October 28, 2011, as the same has been amended from time to time (the “Plan”), the adequacy of which consideration is hereby acknowledged.

1.WAIVER AND RELEASE:

1.1Claims Released. Executive, on his or her own behalf and on behalf of Executive’s heirs, successors and assigns, hereby releases and discharges the Company and its Affiliates, and their respective past, present, or future parents, subsidiaries and affiliates, regardless of the form of entity in which maintained, shareholders, officers, directors, managers, members, partners, owners, agents, trustees, administrators, insurers, attorneys, employees, and employee benefit plans or funds and their fiduciaries, including any predecessors, successors and/or assigns thereto (collectively, the “Protected Parties”) from any claims, demands, causes of action and liabilities of any kind (including attorneys’ fees and costs), whether based in law or equity, whether contractual or based in common or statutory law, including federal, state, and local laws, whether known or unknown, which Executive had, may now have, or hereafter may have, against the Protected Parties based upon facts occurring up to and including the date of the execution of this Agreement, other than the claims retained as provided in Section 1.2 hereof. Without limiting the generality of the foregoing, Executive hereby specifically releases and discharges the Protected Parties from:

a. Any claims relating to Executive’s employment by the Protected Parties, including the termination thereof, the terms and conditions of such employment, employee benefits and compensation related to such employment, and/or any of the events relating, directly or indirectly, to or surrounding Executive’s termination, including but not limited to claims for discriminatory, wrongful or retaliatory discharge, breach of contract, tort, defamation, slander, and emotional distress; and

b. Any claims of discrimination, harassment, whistle blowing or retaliation in connection with Executive’s employment, and the termination thereof, whether arising under federal, state or local law, including, without limitation, all claims arising under Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Reconstruction Era Civil Rights Act of 1866, 42 USC §§ 1981-86, as amended, the Rehabilitation Act of 1973, the Equal Pay Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, as amended, the Sarbanes-Oxley Act of 2002, and, to the extent applicable to Executive, the Age Discrimination in Employment Act of 1967, as amended, and the Older Workers’ Benefit Protection Act of 1990, as amended.

1.2Claims Retained. Notwithstanding the generality of the foregoing Section 1.1, Executive does not waive or release any right or claim: (a) arising after the date on which Executive executes this Agreement; (b) ordinary claims for benefits accrued and vested or due as of his or her Separation Date under any benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended, or other benefit plan or arrangement sponsored and maintained by the Protected Parties; (c) severance amounts payable to him or her under the terms of the Plan, as described above, including the Cash Payment in Lieu of Outplacements and Medical Benefits/Payments, each as more fully described in the Plan; (d) any claim for compensation due under applicable law that cannot be waived as a matter of public policy; (e) any right to indemnification that Executive may possess as a director, manager, officer or employee of any of the Protected Parties to the fullest extent provided under the indemnification and insurance arrangements or governing documents of such parties or applicable law; and (f) any other right or benefit required by law to be provided.

1.3Charges. Nothing contained herein shall be deemed to prevent Executive from filing a charge or complaint, including a challenge to the validity of Section 1.1 of this Agreement, with the Equal Employment Opportunity Commission (“EEOC”) or from participating in any investigation or proceeding conducted by the EEOC; provided that Executive understands and agrees that he or she shall not be entitled to participate in or receive any damages or other type or form of award relating to any event that occurred prior to his or her execution of this Agreement as a consequence thereof.

2.EXECUTIVE’S COVENANTS:

2.1Confidential Information. Executive recognizes and acknowledges that he or she has and will continue to possess confidential, proprietary, non-public information concerning the Protected Parties, whether or not deemed a “trade secret” under applicable law, which may include, without limitation: (a) books and records relating to operations, finance, accounting, personnel and management; (b) cost, price, rate and volume data, future price, rate and trading plans, and test data; (c) product and plant design and development; (d) records, computer software, customer lists, information obtained on competitors, and sales tactics; and (e) various other non-public trade or business information, including strategic business opportunities, marketing, business diversification and expansion plans, acquisitions, dispositions, methods and processes, financial data and the like (collectively, the “Confidential Information”). Executive agrees that he or she will not, at any time, make any independent use or disclosure of the Confidential Information, provided that nothing contained herein shall prohibit the use and disclosure of Confidential Information: (x) with the prior written consent of the Company; (y) to the extent required by law or by legal process, provided that Executive shall furnish to the Company not less than five business days prior to such disclosure, or such shorter period as may be necessitated by facts and circumstances, written notice of such law or process, including a copy of all relevant documents, and shall cooperate with the Company to object to such disclosure or to place such disclosure under seal; or (z) if and to the extent such information shall have become public information, other than on account of Executive’s breach of this covenant.

2.2Non-Solicitation of Employees. Executive agrees that during the Restricted Period (as defined below), he or she shall not, directly or indirectly, whether for his or her own benefit or on behalf of another, or to the Company’s detriment, hire or offer to hire, or cause any person to hire or offer to hire, any officer, employee or manager of the Protected Parties, or persuade, or attempt to persuade, any such officer, employee or manager to discontinue any relationship with the Protected Parties; provided that general advertisements and/or contact by third-party recruiters that is not initiated, directly or indirectly, by Executive shall not be deemed a breach hereof. For purposes of this Section 2.2, the term “officer, employee or manager of the Protected Parties” shall mean and be deemed to refer to individuals

2

who are employed by the Protected Parties and individuals who ceased employment with the Protected Parties during the six-month period preceding the occurrence of a solicitation prohibited hereunder.”

2.3Business Reputation. Executive agrees that he or she shall refrain from performing any act, engaging in any conduct or course of conduct or making or publishing an adverse, untrue or misleading statement which has, or may reasonably have, the effect of demeaning the name or business reputation of the Protected Parties or which adversely affects, or may be reasonably expected to adversely affect, the best interests, economic or otherwise, of the Protected Parties, except to the extent such statement or conduct may be required by law or legal process.

The Company agrees that it shall direct its directors and executive officers to refrain from performing any act, engaging in any conduct or course of conduct, or making or publishing an adverse, untrue or misleading statement which has, or may reasonably have, the effect of demeaning the name or business reputation of Executive or which adversely affects, or may be reasonably expected to adversely affect, the best interests, economic or otherwise, of Executive, except to the extent such statement or conduct may be required by law or legal process.

2.4Non-Solicitation of Customers. Executive agrees that during the Restricted Period, Executive shall not, directly or indirectly, for Executive’s own benefit, on behalf of another, or to the detriment of the Protected Parties, solicit for any business purpose, divert, or attempt to solicit for any business purpose or attempt to divert, any customer of the Protected Parties, determined as of Executive’s Separation Date; provided that this restriction on solicitation shall apply to any customer located or doing business in the Restricted Area or who is otherwise named by the Protected Parties on an exhibit hereto.

2.5Non-Competition. Executive agrees that during the Restricted Period, Executive shall not carry on or engage in, whether directly or indirectly, and whether as a director, officer, employee, partner, contractor, consultant, agent or other advisor, a business that competes with the Company’s Business (as defined below); provided that nothing contained herein shall prevent Executive from acquiring or holding less than 2% of the equity securities of a publicly-traded company that is engaged in the Company’s Business. The foregoing covenant shall apply only to activities carried on in or related to the Restricted Area.

2.6Restrictions Reasonable; Severable; Reformation Permitted. Executive agrees that each of the covenants set forth in this Section 2 is intended to constitute a separate restriction. Should any covenant be declared invalid or unenforceable, such covenant shall be deemed severable from and shall not affect the remainder thereof. Executive further agrees that the covenants set forth in this Section 2 are reasonable in both time and geographic scope. Should a court of law or arbitrator, as the case may be, determine that any covenant set forth herein is unenforceable, such covenant shall be deemed reformed to the minimum extent necessary to permit its enforcement.

2.7Remedies. In the event of a breach, or threatened breach, by Executive of the covenants set forth in this Section 2, Executive agrees that the Company shall be entitled to a temporary restraining order or a preliminary injunction, without the requirement of bond, which may be obtained by means of a judicial proceeding or arbitration, as determined in the discretion of the Company. To the maximum extent permitted by law, Executive further acknowledges that the Company shall have no further obligation to provide any payment or benefit due to Executive, or his or her estate, spouse or dependents, under the Plan following such breach or threatened breach. Executive agrees that the remedies set forth here shall be in addition to any other legal remedy available to the Company, including damages.

3

3.DEFINITIONS: Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the Plan, a copy of which has been furnished to Executive.

3.1The term “Company’s Business” shall mean the regulated electric utility business conducted within the State of Louisiana and the ownership and operation of merchant power facilities.

3.2The term “Restricted Area” shall mean the State of Louisiana, Parishes of Acadia, Allen, Avoyelles, Beauregard, Calcasieu, Catahoula, DeSoto, Evangeline, Grant, Iberia, Jefferson Davis, Lafayette, Natchitoches, Rapides, Red River, Sabine, St. Landry, St. Martin, St. Mary, St. Tammany, Vernon, and Washington, and the State of Mississippi, Counties of Coahoma and Yazoo.

3.3The term “Restricted Period” shall mean the number of months during which Executive’s Severance Benefits are payable under the terms of the Plan (specified above), measured from Executive’s Separation Date, but in no event more than 24 months.

4.GENERAL PROVISIONS:

4.1Arbitration. In addition to the Company’s equitable remedies provided under paragraph 2.7 hereof, which need not be exclusively resolved by arbitration, in the event that any legal dispute arises in connection with, relating to, or concerning this Agreement, or in the event of any claim for breach or violation of any provision of this Agreement, Executive agrees that such dispute or claim will be resolved by arbitration. Any such arbitration proceeding shall be conducted in accordance with the rules of the American Arbitration Association (“AAA”) governing employment disputes. Any such dispute or claim will be presented to a single arbitrator selected by mutual agreement of Executive and the Company (or the arbitrator will be selected in accordance with the rules of the AAA). All determinations of the arbitrator will be final and binding upon Executive and the Company. Except as provided in Section 4.8 hereof, each party to the arbitration proceeding will bear its own fees and costs in connection with such arbitration proceedings, and the costs and expenses of the arbitrator will be divided evenly between such parties. The venue for any arbitration proceeding and for any judicial proceeding related to this arbitration provision, including a judicial proceeding to enforce this provision, will be in Pineville, Louisiana.

4.2Entire Agreement. This Agreement constitutes the final and complete understanding and agreement hereto with respect to the subject matter hereof, and there are no other agreements, understandings, restrictions, representations or warranties among Executive and the Protected Parties other than those set forth herein; provided that Executive shall remain bound to any confidentiality provisions contained in a handbook, policy or separate agreement with the Company or its Affiliates and Executive shall further be bound by the terms of any additional agreement entered into as a condition of payment under the Plan.

4.3Amendment. This Agreement may be amended or modified at any time in any or all respects, but only by an instrument in writing executed by Executive and the Company.

4.4Choice of Law. The validity of this Agreement, the construction of its terms, and the determination of the rights and obligations of Executive hereunder shall be governed by and construed in accordance with the internal laws of the State of Louisiana applicable to contracts made to be performed wholly within such state, without regard to the choice of law provisions thereof.

4

4.5Notices. All notices and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand, (b) sent by a nationally recognized overnight delivery service (receipt requested), or (c) when received by the addressee, if sent first class mail, postage prepaid, in each case as follows:

If to Executive:	Addressed to Executive
	Most Recent Address on File with the Company
If to the Company:	Cleco Corporation
	2030 Donahue Ferry Road
	Pineville, LA 71360
	Attention: General Counsel

or to such other address as Executive or the Company, as the case may be, may designate by notice to the other.

4.6Successors and Assigns. This Agreement will inure to the benefit of, and be binding upon the Company, its successors and assigns, including, without limitation, any person, partnership, company, corporation or other entity that may acquire substantially all of the Company’s assets or businesses or with or into which the Company may be liquidated, consolidated, merged or otherwise combined. This Agreement will be binding upon Executive, his or her heirs, estate, legatees and legal representatives.

4.7Waiver. The failure of the Company to insist in any one or more instances upon performance of any terms or conditions of this Agreement will not be construed as a waiver of future performance of any such term, covenant, or condition and the obligations of either party with respect to such term, covenant or condition will continue in full force and effect.

4.8Attorneys’ Fees. Section 7.9 of the Plan, Attorneys’ Fees, shall be deemed incorporated herein by this reference and shall be applicable in accordance with its terms to any proceeding or arbitration hereunder.

4.9Executive’s Acknowledgements. Executive understands that Section 1 of this Agreement constitutes a general waiver and release in favor of the Protected Parties, as more fully set forth therein. In connection with such waiver and release Executive acknowledges:

a.That he or she has been advised to consult an attorney before signing this Agreement and that Executive has done so or has determined that such consultation is not necessary.

b.That the Agreement was furnished to him or her on or before the date specified above (the “Delivery Date”) and that he or she has 45 calendar days after the Delivery Date to consider whether to sign this Agreement, without alteration, and return it to the Company by first class mail or by hand delivery, and that if he or she executes and delivers this Agreement before the expiration of the 45-day period, Executive will be deemed to have waived the balance of the period.

c.That if Executive fails to execute and deliver this Agreement to the Company before the expiration of such 45-day period, he or she shall be deemed to have forfeited any right or benefit due to him or her under the Plan.

5

d.That he or she has been given an opportunity to review this Agreement, including the waiver and release included in Section 1 hereto, that he or she fully understands its provisions, and that he or she has voluntarily entered into this Agreement.

e.That he or she may revoke this Agreement by providing written notice to the Company by hand delivery or by U.S. mail, postage prepaid, in accordance with Section 4.5 hereof, during the seven-day period following its execution; thereafter, this Agreement shall be irrevocable. Executive acknowledges that if he or she revokes this Agreement, the Company shall have no obligation to provide the consideration offered under the Plan.

THIS WAIVER, RELEASE AND COVENANTS AGREEMENT has been executed on this ____ day of ______________________, 201___.

EXECUTIVE:	WITNESS:
Signature	Signature
Print Name	Print Name

6

EX-12.A

CLECO CORPORATION EXHIBIT 12(a)

Computation of Ratios of Earnings to Fixed Charges
(THOUSANDS, EXCEPT RATIOS)	FOR THE SIX MONTHS ENDED JUNE 30, 2015			FOR THE TWELVE MONTHS ENDED DEC. 31, 2014
Earnings from continuing operations	$	57,156		$	154,739
Income taxes	37,687			67,116
Total earnings from continuing operations before income taxes	$	94,843		$	221,855
Fixed charges:
Interest	$	38,915		$	71,959
Amortization of debt expense, premium, net	1,568			3,227
Portion of rentals representative of an interest factor	247			489
Interest of capitalized lease	191			488
Total fixed charges	$	40,921		$	76,163
Total earnings from continuing operations before income taxes and fixed charges	$	135,764		$	298,018	*
Ratio of earnings to fixed charges	3.32		X	3.91		X
* The amortization of capitalized interest of $511 thousand was removed.

EX-12.B

CLECO POWER EXHIBIT 12(b)

Computation of Ratios of Earnings to Fixed Charges
(THOUSANDS, EXCEPT RATIOS)	FOR THE SIX MONTHS ENDED JUNE 30, 2015			FOR THE TWELVE MONTHS ENDED DEC. 31, 2014
Earnings from continuing operations	$	60,418		$	154,316
Income taxes	38,268			76,974
Total earnings from continuing operations before income taxes	$	98,686		$	231,290
Fixed charges:
Interest	$	38,243		$	73,140
Amortization of debt expense, premium, net	1,512			3,113
Portion of rentals representative of an interest factor	247			489
Interest of capitalized lease	191			488
Total fixed charges	$	40,193		$	77,230
Total earnings from continuing operations before income taxes and fixed charges	$	138,879		$	308,520	*
Ratio of earnings to fixed charges	3.46		X	3.99		X
* The amortization of capitalized interest of $447 thousand was removed.

EX-31.1

CLECO CORPORATION	EXHIBIT 31.1
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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 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 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:   July 27, 2015

/s/ Bruce A. Williamson

Bruce A. Williamson

Chairman, President, and Chief Executive Officer

EX-31.2

CLECO CORPORATION	EXHIBIT 31.2
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Thomas R. Miller, 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 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 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:   July 27, 2015

/s/  Thomas R. Miller

Thomas R. Miller

Senior Vice President - Chief Financial Officer & Treasurer

EX-31.3

CLECO POWER LLC	EXHIBIT 31.3
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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 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 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:  July 27, 2015

/s/ Bruce A. Williamson

Bruce A. Williamson

Chief Executive Officer

EX-31.4

CLECO POWER LLC	EXHIBIT 31.4
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Thomas R. Miller, 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 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 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:   July 27, 2015

/s/  Thomas R. Miller

Thomas R. Miller

Senior Vice President - Chief Financial Officer & 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 June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bruce A. Williamson, Chairman, 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, as amended; 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:   July 27, 2015

/s/  Bruce A. Williamson

Bruce A. Williamson

Chairman, 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 June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas R. Miller, Senior Vice President - Chief Financial Officer & 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, as amended; 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:   July 27, 2015

/s/  Thomas R. Miller

Thomas R. Miller

Senior Vice President - Chief Financial Officer & 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 June 30, 2015, 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, as amended; 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:   July 27, 2015

/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 June 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas R. Miller, Senior Vice President - Chief Financial Officer & 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, as amended; 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:  July 27, 2015

/s/ Thomas R. Miller

Thomas R. Miller

Senior Vice President - Chief Financial Officer & 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 Oxbow 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 (Mine Act) as administered by the Mine Safety and Health Administration (MSHA) are required to report notices of violations and proposed assessments of violations of MSHA regulations promulgated in support of the Mine Act. 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 second quarter of 2015, DHLC received one assessment for a safety citation received in the first quarter of 2015 by MSHA. The amount assessed was immaterial. DHLC was issued one violation classified as significant and substantial during the second quarter of 2015. No non significant and substantial citations were issued during the second quarter of 2015. The one citation received in the second quarter of 2015 is expected to be assessed by MSHA in the third quarter of 2015. 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 authoritative guidance; therefore, Cleco Power has not included any financial information about DHLC in its periodic reports.

XML

Summary of Significant Accounting Policies, Risk Management (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2015 USD ($) MMBTU	Dec. 31, 2014 USD ($) MMBTU
Energy Related Derivative [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Number of open natural gas positions | MMBTU	0	0
Long-term program to provide gas price stability	5 years
Cleco Power [Member] | Energy Related Derivative [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Number of open natural gas positions | MMBTU	0	0
Energy risk management assets
Derivative Instruments and Hedging Activities Disclosures [Line Items]
FTRs in Energy risk management asset	$ 22,480	$ 10,776
Energy risk management assets | Cleco Power [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
FTRs in Energy risk management asset	22,500	10,800
Energy risk management liabilities
Derivative Instruments and Hedging Activities Disclosures [Line Items]
FTRs in Energy risk management liability	506	827
Energy risk management liabilities | Cleco Power [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
FTRs in Energy risk management liability	$ 500	$ 800

XML

Income Taxes, Effective Tax Rate Reconciliation (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Effective Income Tax Rate [Line Items]
Effective income tax rates	40.20%	28.40%	39.70%	31.10%
Cleco Power [Member]
Effective Income Tax Rate [Line Items]
Effective income tax rates	38.50%	33.00%	38.80%	33.90%

XML

Debt, Short-term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Short-term Debt [Line Items]
Short-term debt	$ 0	$ 0
Cleco Power [Member]
Short-term Debt [Line Items]
Short-term debt	$ 0	$ 0

XML

Income Taxes, Valuation Allowance (Details) - NMTC [Member] - USD ($) $ in Millions	Jun. 30, 2015	Dec. 31, 2014
NMTC Carryforward [Line Items]
Deferred Tax Asset	$ 96.0	$ 95.4
Valuation Allowance	$ 0.0

XML

Fair Value Accounting, Fair Value Measurements and Disclosures(Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015 USD ($) $ / MW	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($) $ / MW	Jun. 30, 2014 USD ($)	Dec. 31, 2014 USD ($) $ / MW
Asset Description
Institutional money market funds	$ 40,715		$ 40,715		$ 63,701
FTR assets	22,480		22,480		10,776
Total Assets	63,195		63,195		74,477
Liability Description
Long-term debt	1,446,931		1,446,931		1,601,816
FTR liabilities	506		506		827
Total Liabilities	1,447,437		1,447,437		1,602,643
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Transfers between fair value levels	0		0		0
Cash and Cash Equivalents [Member]
Asset Description
Institutional money market funds	16,600		16,600
Restricted Cash and Cash Equivalents, Current [Member]
Asset Description
Institutional money market funds	8,300		8,300
Restricted Cash and Cash Equivalents, Noncurrent [Member]
Asset Description
Institutional money market funds	15,800		15,800
Cleco Power [Member]
Asset Description
Institutional money market funds	38,894		38,894		58,680
FTR assets	22,480		22,480		10,776
Total Assets	61,374		61,374		69,456
Liability Description
Long-term debt	1,394,931		1,394,931		1,544,816
FTR liabilities	506		506		827
Total Liabilities	1,395,437		1,395,437		$ 1,545,643
Cleco Power [Member] | Cash and Cash Equivalents [Member]
Asset Description
Institutional money market funds	14,800		14,800
Cleco Power [Member] | Restricted Cash and Cash Equivalents, Current [Member]
Asset Description
Institutional money market funds	8,300		8,300
Cleco Power [Member] | Restricted Cash and Cash Equivalents, Noncurrent [Member]
Asset Description
Institutional money market funds	15,800		15,800
FTRs [Member] | Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Beginning fair value of FTR assets (liabilities), net	1,813	$ 3,908	9,949	$ 8,638
Unrealized gains (losses)	3,780	(3,420)	2,070	(3,420)
Net purchases and settlements	16,381	42,484	9,955	37,754
Ending fair value of FTR assets (liabilities), net	$ 21,974	$ 42,972	$ 21,974	$ 42,972
FTRs [Member] | Low [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
FTRs Forward Price Range | $ / MW	(3.18)		(3.18)		(4.12)
FTRs [Member] | High [Member]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
FTRs Forward Price Range | $ / MW	5.44		5.44		7.76
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		$ 0
FTR assets	0		0		0
Total Assets	0		0		0
Liability Description
Long-term debt	0		0		0
FTR liabilities	0		0		0
Total Liabilities	0		0		0
Measured On A Recurring Basis [Member] | Significant Other Observable Inputs (Level 2) [Member]
Asset Description
Institutional money market funds	40,715		40,715		63,701
FTR assets	0		0		0
Total Assets	40,715		40,715		63,701
Liability Description
Long-term debt	1,446,931		1,446,931		1,601,816
FTR liabilities	0		0		0
Total Liabilities	1,446,931		1,446,931		1,601,816
Measured On A Recurring Basis [Member] | Significant Unobservable Inputs (Level 3) [Member]
Asset Description
Institutional money market funds	0		0		0
FTR assets	22,480		22,480		10,776
Total Assets	22,480		22,480		10,776
Liability Description
Long-term debt	0		0		0
FTR liabilities	506		506		827
Total Liabilities	506		506		827
Measured On A Recurring Basis [Member] | Cleco Power [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member]
Asset Description
Institutional money market funds	0		0		0
FTR assets	0		0		0
Total Assets	0		0		0
Liability Description
Long-term debt	0		0		0
FTR liabilities	0		0		0
Total Liabilities	0		0		0
Measured On A Recurring Basis [Member] | Cleco Power [Member] | Significant Other Observable Inputs (Level 2) [Member]
Asset Description
Institutional money market funds	38,894		38,894		58,680
FTR assets	0		0		0
Total Assets	38,894		38,894		58,680
Liability Description
Long-term debt	1,394,931		1,394,931		1,544,816
FTR liabilities	0		0		0
Total Liabilities	1,394,931		1,394,931		1,544,816
Measured On A Recurring Basis [Member] | Cleco Power [Member] | Significant Unobservable Inputs (Level 3) [Member]
Asset Description
Institutional money market funds	0		0		0
FTR assets	22,480		22,480		10,776
Total Assets	22,480		22,480		10,776
Liability Description
Long-term debt	0		0		0
FTR liabilities	506		506		827
Total Liabilities	$ 506		$ 506		$ 827

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Variable Interest Entities (Tables) - Cleco Power [Member]

6 Months Ended

Jun. 30, 2015

Variable Interest Entity [Line Items]

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 Power’s maximum exposure to loss related to its investment in Oxbow:

(THOUSANDS)	AT JUNE 30, 2015		AT DEC. 31, 2014
Oxbow’s net assets/liabilities	$	30,745	$	29,065
Cleco Power’s 50% equity	$	15,372	$	14,532
Cleco Power’s maximum exposure to loss	$	15,372	$	14,532

Equity Method Investments

The following tables contain summarized financial information for Oxbow:

(THOUSANDS)	AT JUNE 30, 2015		AT DEC. 31, 2014
Current assets	$	2,568	$	2,792
Property, plant, and equipment, net	22,375		22,457
Other assets	5,856		3,847
Total assets	$	30,799	$	29,096
Current liabilities	$	54	$	31
Partners’ capital	30,745		29,065
Total liabilities and partners’ capital	$	30,799	$	29,096

	FOR THE THREE MONTHS ENDED JUNE 30,				FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2015		2014		2015		2014
Operating revenue	$	861	$	426	$	1,714	$	1,011
Operating expenses	861		426		1,714		1,011
Income before taxes	$	—	$	—	$	—	$	—

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

INCEPTION TO DATE (THOUSANDS)	AT JUNE 30, 2015		AT DEC. 31, 2014
Purchase price	$	12,873	$	12,873
Cash contributions	2,499		1,659
Total equity investment in investee	$	15,372	$	14,532

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Income Taxes, Uncertain Tax Positions (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Uncertain Tax Positions [Line Items]
Interest payable related to uncertain tax positions		$ 0.0		$ 0.0
Interest expense related to uncertain tax positions		0.0
Liability for uncertain tax positions		0.0
Penalties	$ 0.0	0.0	$ 0.1
Cleco Power [Member]
Uncertain Tax Positions [Line Items]
Interest payable related to uncertain tax positions		0.0		$ 0.0
Interest expense related to uncertain tax positions		$ 0.0

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Agreement and Plan of Merger

6 Months Ended

Jun. 30, 2015

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

Note 15 — Agreement and Plan of Merger

On October 17, 2014, Cleco Corporation entered into the Merger Agreement with Cleco Partners and Merger Sub providing for the merger of Merger Sub with and into Cleco Corporation, with Cleco Corporation surviving the Merger as an indirect, wholly-owned subsidiary of Cleco Partners. Pursuant to the Merger Agreement, at the effective time of the Merger each outstanding share of Cleco Corporation common stock, par value $1.00 per share (other than shares that are owned by Cleco Corporation, Cleco Partners, Merger Sub, or any other direct or indirect wholly-owned subsidiary of Cleco Partners or Cleco Corporation), will be converted into the right to receive $55.37 per share in cash, without interest, with all dividends payable before the effective time of the Merger.

The Merger remains subject to several conditions, including approval from the LPSC and final approval from the FCC. On February 10, 2015, Cleco Power filed an application with the LPSC seeking approval of the Merger. The Merger Agreement was approved by Cleco Corporation’s shareholders on February 26, 2015, and the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired on May 4, 2015. On June 12, 2015, the FCC consented to Cleco Corporation’s request to transfer certain licenses to Cleco Power, and the consent is expected to become final on July 28, 2015. Also on June 12, 2015, the Committee on Foreign Investment in the U.S. cleared the Merger to proceed without further review. On July 17, 2015, Cleco Power, Perryville, Attala, and Cleco Partners received approval of the Merger from FERC. The Merger is expected to close in the fourth quarter of 2015.

A Special Meeting of Shareholders of Cleco Corporation was held on February 26, 2015, in Pineville, Louisiana to obtain shareholder approval of the Merger Agreement. Cleco Corporation received approval of the Merger Agreement by a vote of approximately 77% of shares of common stock of Cleco Corporation entitled to be cast. Upon completion of the Merger, Cleco Corporation will pay an additional $12.0 million in contingency fees.

The Merger Agreement may be terminated by either Cleco Corporation or Cleco Partners under certain circumstances, including if the Merger is not completed by October 17, 2015, (subject to an automatic extension to April 17, 2016, if all of the conditions to closing, other than the conditions related to obtaining regulatory approvals, have been satisfied, or under certain other limited circumstances to permit Cleco Partners to obtain financing for the transaction). The Merger Agreement also provides for certain termination rights for both Cleco Corporation and Cleco Partners, and further provides that, upon termination of the Merger Agreement under certain specified circumstances, Cleco Corporation will be required to pay Cleco Partners a termination fee of $120.0 million. If the Merger Agreement is terminated under certain specified circumstances, Cleco Partners will be required to pay a termination fee to Cleco Corporation equal to $180.0 million. If the Merger Agreement is terminated due to lack of regulatory approval, neither Cleco Corporation nor Cleco Partners would be required to pay a termination fee.

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Debt, Credit Facilities (Details) - Jun. 30, 2015 - USD ($) $ in Millions	Total
Cleco Corporation [Member]
Line of Credit Facility [Line Items]
Long-term Line of Credit	$ 52.0
Line of Credit Facility, Maximum Borrowing Capacity	$ 250.0
All-in interest rate (in hundredths)	1.225%
Line of Credit Facility, Remaining Borrowing Capacity	$ 198.0
Facility Fees (in hundredths)	0.175%
Cleco Power [Member]
Line of Credit Facility [Line Items]
Long-term Line of Credit	$ 0.0
Line of Credit Facility, Maximum Borrowing Capacity	300.0
Line of Credit Facility, Remaining Borrowing Capacity	298.0
Letters of Credit Outstanding, Amount	$ 2.0
Facility Fees (in hundredths)	0.10%
LIBOR [Member] | Cleco Corporation [Member] | Credit Facility [Member]
Line of Credit Facility [Line Items]
Credit facility, Basis Spread on Variable Rate (in hundredths)	1.075%
LIBOR [Member] | Cleco Power [Member] | Credit Facility [Member]
Line of Credit Facility [Line Items]
Credit facility, Basis Spread on Variable Rate (in hundredths)	0.90%
ABR [Member] | Cleco Corporation [Member] | Credit Facility [Member]
Line of Credit Facility [Line Items]
Credit facility, Basis Spread on Variable Rate (in hundredths)	0.075%

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Summary of Significant Accounting Policies, Common Stock Repurchase Program (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Mar. 31, 2014	Jun. 30, 2015
Cleco Corporation [Member]
Common Stock Repurchase Program [Line Items]
Repurchase of common stock (in shares)	0	250,000	0

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Summary of Significant Accounting Policies, Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Public Utility, Property, Plant, and Equipment [Line Items]
Regulated utility plants	$ 4,534,234	$ 4,495,490
Other	14,217	13,470
Total property, plant, and equipment	4,548,451	4,508,960
Accumulated depreciation	(1,489,864)	(1,442,960)
Net property, plant, and equipment	3,058,587	3,066,000
Cleco Power [Member]
Public Utility, Property, Plant, and Equipment [Line Items]
Total property, plant, and equipment	4,534,234	4,495,490
Accumulated depreciation	(1,479,472)	(1,433,206)
Net property, plant, and equipment	$ 3,054,762	$ 3,062,284

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Pension Plan and Employee Benefits, SERP (Details) - SERP Benefits [Member] - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Components of periodic benefit costs
Service cost	$ 728	$ 671	$ 1,353	$ 1,139
Interest cost	744	789	1,528	1,514
Prior period service cost	13	15	26	27
Net loss	782	552	1,487	937
Net periodic benefit cost	2,267	2,027	4,394	3,617
Current portion of SERP liability	3,000		3,000		$ 3,000
Noncurrent portion of SERP liability	72,400		72,400		70,900
Cleco Power [Member]
Components of periodic benefit costs
Net periodic benefit cost	600	$ 500	1,100	$ 900
Current portion of SERP liability	900		900		800
Noncurrent portion of SERP liability	$ 19,100		$ 19,100		$ 19,000

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Coughlin Transfer (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2012 MW	Jun. 30, 2015 USD ($)	Dec. 31, 2014 USD ($)	Mar. 15, 2014 USD ($)
Related Party [Line Items]
Net book value		$ 3,058,587	$ 3,066,000
Cleco Power [Member]
Related Party [Line Items]
Long-term Request for Proposal of Electric Power to meet long-term capacity (MW) | MW	800
Net book value		$ 3,054,762	$ 3,062,284
Transfer of Coughlin from affiliate [Member] | Evangeline [Member] | Cleco Power [Member]
Related Party [Line Items]
Net book value				$ 176,000

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Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees, Litigation (Details) $ in Thousands	1 Months Ended					3 Months Ended
	Nov. 30, 2014 USD ($)	Nov. 30, 2013	Feb. 28, 2013 plaintiff	Jul. 31, 2010 USD ($)	Dec. 31, 2009 USD ($)	Jun. 30, 2015 USD ($) plaintiff	Dec. 31, 2014 USD ($)
Litigation [Abstract]
Provision for rate refund						$ 5,444	$ 2,264
Other Litigation Matters [Member]
Litigation [Abstract]
Amount of estimated possible loss						6,400
Cleco Power [Member]
Litigation [Abstract]
Provision for rate refund						$ 5,444	$ 2,264
Pending Litigation [Member] | Petition for breach of fiduciary duties in proposed merger [Member]
Litigation [Abstract]
Loss contingency, number of plaintiffs (in ones) | plaintiff						7
Dismissed litigation [Member] | Discrimination Complaint [Member]
Litigation [Abstract]
Loss contingency, damages sought, minimum amount				$ 2,500
Loss contingency, number of plaintiffs (in ones) | plaintiff			11
Dismissed litigation [Member] | Minimum [Member] | Discrimination Complaint [Member]
Litigation [Abstract]
Loss contingency, damages sought, minimum amount					$ 35,000
LPSC 2009-2013 audit of fuel [Member] | Cleco Power [Member]
Litigation [Abstract]
Fuel expenses included in the audit	$ 1,730,000
FERC [Member] | MISO Transmission Rates [Member]
Litigation [Abstract]
Current Return on Equity, Percentage (in hundredths)		12.38%
Proposed Return on Equity, Percentage (in hundredths)		6.68%
Requested increase to Return on Equity, Percentage (in hundredths)	0.50%
FERC [Member] | Transmission ROE [Member] | Cleco Power [Member]
Litigation [Abstract]
Provision for rate refund						$ 2,400

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Fair Value Accounting, Derivatives and Hedging (Details) $ in Thousands, MWh in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015 USD ($) MMBTU MWh	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($) MMBTU MWh	Jun. 30, 2014 USD ($)	Mar. 31, 2015 USD ($)	Dec. 31, 2014 USD ($) MMBTU MWh	Mar. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
FTRs, at Fair Value, Net [Abstract]
Commodity contracts, net	$ 21,974		$ 21,974			$ 9,949
Energy risk management assets
FTRs, at Fair Value, Net [Abstract]
FTRs in Energy risk management asset	22,480		22,480			10,776
Energy risk management liabilities
FTRs, at Fair Value, Net [Abstract]
FTRs in Energy risk management liability	506		506			$ 827
Electric operations
FTRs [Abstract]
Gain (Loss) on FTRs Not Designated as Hedging Instruments Recognized in Income	18,098	$ 14,358	33,606	$ 18,323
Power purchased for utility customers
FTRs [Abstract]
Gain (Loss) on FTRs Not Designated as Hedging Instruments Recognized in Income	(8,613)	(9,633)	(16,650)	(10,749)
Derivatives Not Designated As Hedging Instruments [Member]
FTRs [Abstract]
Net gain (loss) on FTRs recognized in income	$ 9,485	4,725	$ 16,956	7,574
Cleco Power [Member]
FTRs [Abstract]
Number of FTRs Held (MWh) | MWh	17.9		17.9			8.9
Cleco Power [Member] | Energy risk management assets
FTRs, at Fair Value, Net [Abstract]
FTRs in Energy risk management asset	$ 22,500		$ 22,500			$ 10,800
Cleco Power [Member] | Energy risk management liabilities
FTRs, at Fair Value, Net [Abstract]
FTRs in Energy risk management liability	$ 500		$ 500			$ 800
Energy Related Derivative [Member]
FTRs [Abstract]
Number of open natural gas positions | MMBTU	0		0			0
Long-term program to provide gas price stability			5 years
Energy Related Derivative [Member] | Cleco Power [Member]
FTRs [Abstract]
Number of open natural gas positions | MMBTU	0		0			0
Fair Value, Inputs, Level 3 [Member] | Price Risk Derivative [Member]
Derivatives, Fair Value [Line Items]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis with Unobservable Inputs	$ 21,974	42,972	$ 21,974	42,972	$ 1,813	$ 9,949	$ 3,908	$ 8,638
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Gain (Loss) Included in Deferred Fuel	3,780	(3,420)	2,070	(3,420)
FTRs [Abstract]
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Purchases, Sales, Issues, Settlements	$ 16,381	$ 42,484	$ 9,955	$ 37,754

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Consolidated Statement of Changes in Common Shareholders' Equity (Parenthetical) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Statement of Stockholders' Equity [Abstract]
Dividends on common stock per share (in dollars per share)	$ 0.40	$ 0.40	$ 0.80	$ 0.7625

XML

Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees, Off-Balance Sheet Commitments (Details) - USD ($) $ in Millions	Jun. 30, 2015	Mar. 15, 2014	Jan. 31, 2006
Performance Guarantee [Member]
Other Commitments [Line Items]
Guarantor Obligations, Maximum Exposure, Undiscounted	$ 42.4
Cleco Power [Member] | Guarantee Issued to Entergy Mississippi on behalf of Attala [Member]
Other Commitments [Line Items]
Guarantor Obligations, Maximum Exposure, Undiscounted	69.3
Attala [Member] | Cleco Corporation [Member] | Guarantee Issued to Entergy Mississippi on behalf of Attala [Member]
Other Commitments [Line Items]
Guarantor Obligations, Maximum Exposure, Undiscounted			$ 0.5
Louisiana Department of Labor [Member] | Cleco Power [Member] | Obligations Under Standby Letter of Credit [Member]
Other Commitments [Line Items]
Guarantor Obligations, Maximum Exposure, Undiscounted	$ 3.7
Percentage of average losses on which letter of credit is based (in hundredths)	110.00%
MISO [Member] | Cleco Power [Member] | Obligations Under Standby Letter of Credit [Member]
Other Commitments [Line Items]
Guarantor Obligations, Maximum Exposure, Undiscounted	$ 2.0
Evangeline [Member] | Transfer of assets from affiliate [Member] | Indemnification Agreement [Member]
Other Commitments [Line Items]
Guarantor Obligations, Maximum Exposure, Undiscounted		$ 40.0
Evangeline [Member] | Transfer of assets from affiliate [Member] | Indemnification Agreement INCLUDING fundamental organizational structure [Member]
Other Commitments [Line Items]
Guarantor Obligations, Maximum Exposure, Undiscounted		400.0
Evangeline [Member] | Transfer of assets from affiliate [Member] | Cleco Power [Member] | Indemnification Agreement [Member]
Other Commitments [Line Items]
Guarantor Obligations, Maximum Exposure, Undiscounted		40.0
Evangeline [Member] | Transfer of assets from affiliate [Member] | Cleco Power [Member] | Indemnification Agreement INCLUDING fundamental organizational structure [Member]
Other Commitments [Line Items]
Guarantor Obligations, Maximum Exposure, Undiscounted		$ 400.0

XML

Regulatory Assets and Liabilities, Summary of Regulatory Assets and Liabilities (Details) - Cleco Power [Member] - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	$ 310,282	$ 324,079
Total regulatory assets, net	555,487	579,379
PPA true-up
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory liabilities	(624)	(624)
Regulatory assets – deferred taxes, net
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	236,742	234,370
Mining costs
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	10,196	11,470
Interest costs
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	5,402	5,582
AROs
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	1,263	1,029
Postretirement costs
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	154,025	160,903
Tree trimming costs
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	7,675	8,066
Training costs
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	6,941	7,019
Surcredits, net
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	11,692	13,587
Amended lignite mining agreement contingency
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	3,781	3,781
AMI deferred revenue requirement
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	5,590	5,863
Production operations and maintenance expenses
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	13,351	14,761
AFUDC equity gross-up
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	72,223	72,859
Acquisition/ transaction costs [Member]
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	2,600	2,653
Acquisition/ transaction costs [Member] | Coughlin transaction costs
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	1,045	1,060
Financing costs
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	9,217	9,402
Biomass costs
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	66	82
MISO integration costs
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	2,807	3,275
Corporate franchise tax
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	1,132	1,223
Acadia FRP true-up
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	754	754
Energy efficiency
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	46	114
Other
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	476	596
Fuel and purchased power
Schedule of Regulatory Assets and Liabilities, Net [Line Items]
Regulatory assets	$ 9,087	$ 21,554

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Fair Value Accounting (Tables)

6 Months Ended

Jun. 30, 2015

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 not measured at fair value on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets:

Cleco
	AT JUNE 30, 2015				AT DEC. 31, 2014
(THOUSANDS)	CARRYING VALUE		ESTIMATED FAIR VALUE		CARRYING VALUE		ESTIMATED FAIR VALUE
Financial instruments not marked-to-market:
Cash equivalents	$	16,600	$	16,600	$	39,700	$	39,700
Restricted cash equivalents	$	24,115	$	24,115	$	24,001	$	24,001
Long-term debt, excluding debt issuance costs	$	1,300,300	$	1,446,931	$	1,368,354	$	1,601,816

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 JUNE 30, 2015		QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1)		SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)		AT DEC. 31, 2014		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	$	40,715	$	—	$	40,715	$	—	$	63,701	$	—	$	63,701	$	—
FTRs	22,480		—		—		22,480		10,776		—		—		10,776
Total assets	$	63,195	$	—	$	40,715	$	22,480	$	74,477	$	—	$	63,701	$	10,776
Liability description
Long-term debt	$	1,446,931	$	—	$	1,446,931	$	—	$	1,601,816	$	—	$	1,601,816	$	—
FTRs	506		—		—		506		827		—		—		827
Total liabilities	$	1,447,437	$	—	$	1,446,931	$	506	$	1,602,643	$	—	$	1,601,816	$	827

Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation

The following table summarizes the net changes in the net fair value of FTR assets and liabilities classified as Level 3 in the fair value hierarchy:

	FOR THE THREE MONTHS ENDED JUNE 30,					FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2015		2014			2015		2014
Beginning balance	$	1,813	$	3,908		$	9,949	$	8,638
Unrealized gains (losses)*	3,780		(3,420		)	2,070		(3,420		)
Net purchases and settlements	16,381		42,484			9,955		37,754
Ending balance	$	21,974	$	42,972		$	21,974	$	42,972
* Unrealized gains and losses are reported in Accumulated deferred fuel on the balance sheet.

Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques

The following table quantifies the significant unobservable inputs used in developing the fair value of Level 3 positions at June 30, 2015, and December 31, 2014:

	FAIR VALUE				VALUATION TECHNIQUE	SIGNIFICANT UNOBSERVABLE INPUTS	FORWARD PRICE RANGE
(THOUSANDS, EXCEPT FORWARD PRICE RANGE)	Assets		Liabilities				Low			High
FTRs at June 30, 2015	$	22,480	$	506	Discounted cash flow	Estimated auction price	$	(3.18	)	$	5.44
FTRs at Dec. 31, 2014	$	10,776	$	827	Discounted cash flow	Estimated auction price	$	(4.12	)	$	7.76

Cleco Power [Member]

Fair Value [Line Items]

Fair Value By Balance Sheet Grouping

Cleco Power
	AT JUNE 30, 2015				AT DEC. 31, 2014
(THOUSANDS)	CARRYING VALUE		ESTIMATED FAIR VALUE		CARRYING VALUE		ESTIMATED FAIR VALUE
Financial instruments not marked-to-market:
Cash equivalents	$	14,800	$	14,800	$	34,700	$	34,700
Restricted cash equivalents	$	24,094	$	24,094	$	23,980	$	23,980
Long-term debt, excluding debt issuance costs	$	1,248,300	$	1,394,931	$	1,311,354	$	1,544,816

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 JUNE 30, 2015		QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1)		SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)		AT DEC. 31, 2014		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	$	38,894	$	—	$	38,894	$	—	$	58,680	$	—	$	58,680	$	—
FTRs	22,480		—		—		22,480		10,776		—		—		10,776
Total assets	$	61,374	$	—	$	38,894	$	22,480	$	69,456	$	—	$	58,680	$	10,776
Liability description
Long-term debt	$	1,394,931	$	—	$	1,394,931	$	—	$	1,544,816	$	—	$	1,544,816	$	—
FTRs	506		—		—		506		827		—		—		827
Total liabilities	$	1,395,437	$	—	$	1,394,931	$	506	$	1,545,643	$	—	$	1,544,816	$	827

Not Designated as Hedging Instrument [Member]

Fair Value [Line Items]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

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 at June 30, 2015, and December 31, 2014:

	DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
(THOUSANDS)	BALANCE SHEET LINE ITEM	AT JUNE 30, 2015		AT DEC. 31, 2014
Commodity contracts
FTRs:
Current	Energy risk management assets	$	22,480	$	10,776
Current	Energy risk management liabilities	506		827
Commodity contracts, net		$	21,974	$	9,949

Effect of Derivatives On Consolidated Statements of Income

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 and six months ended June 30, 2015, and 2014:

		FOR THE THREE MONTHS ENDED JUNE 30,						FOR THE SIX MONTHS ENDED JUNE 30,
		2015			2014			2015			2014
(THOUSANDS)	DERIVATIVES LINE ITEM	AMOUNT OF GAIN/(LOSS) RECOGNIZED IN INCOME ON DERIVATIVES
Commodity contracts
FTRs	Electric operations	$	18,098		$	14,358		$	33,606		$	18,323
FTRs	Power purchased for utility customers	(8,613		)	(9,633		)	(16,650		)	(10,749		)
Total		$	9,485		$	4,725		$	16,956		$	7,574

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Regulatory Assets and Liabilities (Tables)

6 Months Ended

Jun. 30, 2015

Cleco Power [Member]

Schedule of Regulatory Assets and Liabilities, Net [Line Items]

Schedule of Regulatory Assets and Liabilities, Net

The following table summarizes Cleco Power’s regulatory assets and liabilities:

(THOUSANDS)	AT JUNE 30, 2015			AT DEC. 31, 2014
Regulatory assets – deferred taxes, net	$	236,742		$	234,370
Mining costs	10,196			11,470
Interest costs	5,402			5,582
AROs	1,263			1,029
Postretirement costs	154,025			160,903
Tree trimming costs	7,675			8,066
Training costs	6,941			7,019
Surcredits, net	11,692			13,587
Amended lignite mining agreement contingency	3,781			3,781
AMI deferred revenue requirement	5,590			5,863
Production operations and maintenance expenses	13,351			14,761
AFUDC equity gross-up	72,223			72,859
Acadia Unit 1 acquisition costs	2,600			2,653
Financing costs	9,217			9,402
Biomass costs	66			82
MISO integration costs	2,807			3,275
Coughlin transaction costs	1,045			1,060
Corporate franchise tax	1,132			1,223
Acadia FRP true-up	754			754
Energy efficiency	46			114
Other	476			596
Total regulatory assets	310,282			324,079
PPA true-up	(624		)	(624		)
Fuel and purchased power	9,087			21,554
Total regulatory assets, net	$	555,487		$	579,379

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Income Taxes, Net Operating Losses (Details) $ in Millions	Jun. 30, 2015 USD ($)
Federal [Member]
Net Operating Losses [Line Items]
Net Operating Loss Carryforward	$ 305.5

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Regulatory Assets and Liabilities, Additional Disclosures (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2015	Jun. 30, 2014
Regulatory Assets [Line Items]
Decrease in fuel and purchased power costs		$ 7,251	$ (25,971)
Cleco Power [Member]
Regulatory Assets [Line Items]
Decrease in fuel and purchased power costs		$ 7,251	$ (25,971)
Fuel and purchased power | Cleco Power [Member]
Regulatory Assets [Line Items]
Percentage of total fuel cost regulated by LPSC (in hundredths)	76.00%	75.00%
Decrease in under recovered costs		$ 12,500
Decrease in fuel and purchased power costs		6,100
decrease due to the settlement of previously open FTR positions and a mark-to-market gain on current open FTR positions		$ 6,400

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Pension Plan and Employee Benefits (Tables)

6 Months Ended

Jun. 30, 2015

401(k) Plan [Abstract]

401(k) Plan expense

Cleco’s 401(k) Plan expense for the three and six monthsended June 30, 2015, and 2014 is as follows:

	FOR THE THREE MONTHS ENDED JUNE 30,				FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2015		2014		2015		2014
401(k) Plan expense	$	1,268	$	1,201	$	2,693	$	2,569

Pension Benefits [Member]

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Net periodic benefit costs

The components of net periodic pension and other benefit cost for the three and six months ended June 30, 2015, and 2014 are as follows:

	PENSION BENEFITS						OTHER BENEFITS
	FOR THE THREE MONTHS ENDED JUNE 30,
(THOUSANDS)	2015			2014			2015		2014
Components of periodic benefit costs:
Service cost	$	2,683		$	2,020		$	392	$	405
Interest cost	5,271			4,996			372		462
Expected return on plan assets	(5,856		)	(6,170		)	—		—
Amortizations:
Transition obligation	—			—			—		5
Prior period service (credit) cost	(18		)	(18		)	34		30
Net loss	3,568			1,658			238		178
Net periodic benefit cost	$	5,648		$	2,486		$	1,036	$	1,080

	PENSION BENEFITS						OTHER BENEFITS
	FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2015			2014			2015		2014
Components of periodic benefit costs:
Service cost	$	5,209		$	4,025		$	784	$	810
Interest cost	10,398			9,926			744		925
Expected return on plan assets	(11,690		)	(12,253		)	—		—
Amortizations:
Transition obligation	—			—			—		10
Prior period service (credit) cost	(36		)	(36		)	68		60
Net loss	6,914			3,371			476		355
Net periodic benefit cost	$	10,795		$	5,033		$	2,072	$	2,160

SERP Benefits [Member]

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Net periodic benefit costs

The components of net periodic benefit cost related to SERP for the three and six months ended June 30, 2015, and 2014 are as follows:

	FOR THE THREE MONTHS ENDED JUNE 30,				FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2015		2014		2015		2014
Components of periodic benefit costs:
Service cost	$	728	$	671	$	1,353	$	1,139
Interest cost	744		789		1,528		1,514
Amortizations:
Prior period service cost	13		15		26		27
Net loss	782		552		1,487		937
Net periodic benefit cost	$	2,267	$	2,027	$	4,394	$	3,617

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Income Taxes (Tables)

6 Months Ended

Jun. 30, 2015

Income Tax Disclosure [Abstract]

Effective income tax rates

The following table summarizes the effective income tax rates for Cleco and Cleco Power for the three and six month periods ended June 30, 2015, and 2014:

	FOR THE THREE MONTHS ENDED JUNE 30,				FOR THE SIX MONTHS ENDED JUNE 30,
	2015		2014		2015		2014
Cleco	40.2	%	28.4	%	39.7	%	31.1	%
Cleco Power	38.5	%	33.0	%	38.8	%	33.9	%

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Consolidated Statement of Changes in Common Shareholders' Equity - 6 months ended Jun. 30, 2015 - USD ($) $ in Thousands	Total	Common Stock [Member]	Treasury Stock [Member]	Premium on Common Stock [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]
Balances at Dec. 31, 2014	$ 1,627,270	$ 61,051	$ (25,310)	$ 415,482	$ 1,208,712	$ (32,665)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for compensatory plans	2,228	8	2,085	135
Dividends on common stock	(48,685)				(48,685)
Net income	57,156				57,156
Other comprehensive income, net of tax	1,371					1,371
Balances at Jun. 30, 2015	$ 1,639,340	$ 61,059	$ (23,225)	$ 415,617	$ 1,217,183	$ (31,294)
Common stock, balance (in shares) at Dec. 31, 2014	61,051,286	61,051,286
Treasury stock, balance (in shares) at Dec. 31, 2014	(629,819)		(629,819)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued for compensatory plans (in shares)		7,632	51,879
Common stock, balance (in shares) at Jun. 30, 2015	61,058,918	61,058,918
Treasury stock, balance (in shares) at Jun. 30, 2015	(577,940)		(577,940)

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Disclosures about Segments (Tables)

6 Months Ended

Jun. 30, 2015

Segment Reporting [Abstract]

Segment Information

SEGMENT INFORMATION FOR THE THREE MONTHS ENDED JUNE 30,
2015 (THOUSANDS)	CLECO POWER			OTHER			ELIMINATIONS			CONSOLIDATED
Revenue
Electric operations	$	276,661		$	—		$	—		$	276,661
Other operations	15,283			520			—			15,803
Electric customer credits	(3,390		)	—			—			(3,390		)
Affiliate revenue	331			14,950			(15,281		)	—
Operating revenue, net	$	288,885		$	15,470		$	(15,281	)	$	289,074
Depreciation	$	36,126		$	342		$	—		$	36,468
Merger transaction costs	$	—		$	(410	)	$	—		$	(410	)
Interest charges	$	19,401		$	411		$	98		$	19,910
Interest income	$	48		$	(56	)	$	98		$	90
Federal and state income tax expense	$	19,909		$	449		$	1		$	20,359
Net income (loss)	$	31,813		$	(1,579	)	$	—		$	30,234
Equity investment in investees	$	15,372		$	8		$	—		$	15,380
Total segment assets	$	4,221,305		$	176,943		$	(56,234	)	$	4,342,014

2014 (THOUSANDS)	CLECO POWER			OTHER			ELIMINATIONS			CONSOLIDATED
Revenue
Electric operations	$	316,997		$	—		$	—		$	316,997
Other operations	14,027			541			—			14,568
Electric customer credits	(22,495		)	—			—			(22,495		)
Affiliate revenue	330			14,153			(14,483		)	—
Operating revenue, net	$	308,859		$	14,694		$	(14,483	)	$	309,070
Depreciation	$	37,295		$	275		$	—		$	37,570
Merger transaction costs	$	—		$	365		$	—		$	365
Interest charges	$	20,639		$	(681	)	$	107		$	20,065
Interest income	$	350		$	(106	)	$	106		$	350
Federal and state income tax expense (benefit)	$	16,071		$	(1,543	)	$	—		$	14,528
Net income	$	32,658		$	3,975		$	—		$	36,633
Equity investment in investees (1)	$	14,532		$	8		$	—		$	14,540
Total segment assets (1)	$	4,242,986		$	248,654		$	(112,567	)	$	4,379,073
(1) Balances as of December 31, 2014

SEGMENT INFORMATION FOR THE SIX MONTHS ENDED JUNE 30,
2015 (THOUSANDS)	CLECO POWER			OTHER			ELIMINATIONS			CONSOLIDATED
Revenue
Electric operations	$	554,175		$	—		$	—		$	554,175
Other operations	32,495			1,040			—			33,535
Electric customer credits	(3,179		)	—			—			(3,179		)
Affiliate revenue	665			27,754			(28,419		)	—
Operating revenue, net	$	584,156		$	28,794		$	(28,419	)	$	584,531
Depreciation	$	73,109		$	637		$	—		$	73,746
Merger transaction costs	$	—		$	1,730		$	—		$	1,730
Interest charges	$	39,304		$	526		$	202		$	40,032
Interest income	$	304		$	(119	)	$	203		$	388
Federal and state income tax expense (benefit)	$	38,268		$	(581	)	$	—		$	37,687
Net income (loss)	$	60,418		$	(3,262	)	$	—		$	57,156
Additions to property, plant, and equipment	$	78,010		$	170		$	—		$	78,180
Equity investment in investees	$	15,372		$	8		$	—		$	15,380
Total segment assets	$	4,221,305		$	176,943		$	(56,234	)	$	4,342,014

2014 (THOUSANDS)	CLECO POWER			OTHER			ELIMINATIONS			CONSOLIDATED
Revenue
Electric operations	$	586,756		$	—		$	—		$	586,756
Tolling operations	—			5,467			(5,467		)	—
Other operations	28,299			1,082			—			29,381
Electric customer credits	(22,681		)	—			—			(22,681		)
Affiliate revenue	665			27,346			(28,011		)	—
Operating revenue, net	$	593,039		$	33,895		$	(33,478	)	$	593,456
Depreciation	$	77,498		$	1,813		$	—		$	79,311
Merger transaction costs	$	—		$	365		$	—		$	365
Interest charges	$	40,399		$	(306	)	$	241		$	40,334
Interest income	$	951		$	(240	)	$	241		$	952
Federal and state income tax expense (benefit)	$	30,281		$	(2,075	)	$	—		$	28,206
Net income (loss)	$	58,965		$	3,593		$	(1	)	$	62,557
Additions to (reductions in) property, plant, and equipment	$	291,961		$	(175,767	)	$	—		$	116,194
Equity investment in investees (1)	$	14,532		$	8		$	—		$	14,540
Total segment assets (1)	$	4,242,986		$	248,654		$	(112,567	)	$	4,379,073
(1) Balances as of December 31, 2014

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Summary of Significant Accounting Policies, Earnings Per Average Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income
Basic net income applicable to common stock	$ 30,234	$ 36,633	$ 57,156	$ 62,557
Diluted net income applicable to common stock	$ 30,234	$ 36,633	$ 57,156	$ 62,557
Shares
Average number of basic common shares outstanding (in shares)	60,480,684	60,359,949	60,470,989	60,424,591
Effect of dilutive securities
Add: restricted stock (LITCP) (in shares)	320,122	266,186	305,746	253,435
Average number of diluted common shares outstanding (in shares)	60,800,806	60,626,135	60,776,735	60,678,026
Per Share Amount
Basic net income applicable to common stock (in dollars per share)	$ 0.50	$ 0.61	$ 0.95	$ 1.04
Diluted net income applicable to common stock (in dollars per share)	$ 0.50	$ 0.60	$ 0.94	$ 1.03

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Pension Plan and Employee Benefits, 401 (K) Plans (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
401(k) Plan [Abstract]
401(k) Plan expense	$ 1,268	$ 1,201	$ 2,693	$ 2,569
Other Subsidiaries [Member]
401(k) Plan [Abstract]
401(k) Plan expense	$ 200	$ 200	$ 500	$ 500

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Consolidated Statements of Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Operating revenue
Electric operations	$ 276,661	$ 316,997	$ 554,175	$ 586,756
Other operations	15,803	14,568	33,535	29,381
Affiliate revenue	0	0	0	0
Gross operating revenue	292,464	331,565	587,710	616,137
Electric customer credits	(3,390)	(22,495)	(3,179)	(22,681)
Operating revenue, net	289,074	309,070	584,531	593,456
Operating Expenses [Abstract]
Fuel used for electric generation	84,011	56,696	172,136	115,743
Power purchased for utility customers	34,132	81,393	78,213	134,117
Other operations	31,436	28,727	59,995	55,716
Maintenance	21,436	26,245	40,518	58,615
Depreciation	36,468	37,570	73,746	79,311
Taxes other than income taxes	12,117	11,567	25,589	25,674
Merger transaction costs	(410)	365	1,730	365
Gain on sale of assets	0	(214)	0	(145)
Total operating expenses	219,190	242,349	451,927	469,396
Operating income	69,884	66,721	132,604	124,060
Interest income	90	350	388	952
Allowance for equity funds used during construction	460	2,029	1,537	3,660
Other income	764	2,495	1,409	3,466
Other expense	(695)	(369)	(1,063)	(1,041)
Interest charges
Interest charges, including amortization of debt expense, premium, and discount, net	20,040	20,635	40,483	41,393
Allowance for borrowed funds used during construction	(130)	(570)	(451)	(1,059)
Total interest charges	19,910	20,065	40,032	40,334
Income before income taxes	50,593	51,161	94,843	90,763
Federal and state income tax expense	20,359	14,528	37,687	28,206
Net income	30,234	36,633	57,156	62,557
Net income applicable to common stock	$ 30,234	$ 36,633	$ 57,156	$ 62,557
Average number of basic common shares outstanding (in shares)	60,480,684	60,359,949	60,470,989	60,424,591
Average number of diluted common shares outstanding (in shares)	60,800,806	60,626,135	60,776,735	60,678,026
Basic earnings per share
Net income applicable to common stock (in dollars per share)	$ 0.50	$ 0.61	$ 0.95	$ 1.04
Diluted earnings per share
Net income applicable to common stock (in dollars per share)	0.50	0.60	0.94	1.03
Dividends declared per share of common stock (in dollars per share)	$ 0.40	$ 0.40	$ 0.80	$ 0.7625
Cleco Power [Member]
Operating revenue
Electric operations	$ 276,661	$ 316,997	$ 554,175	$ 586,756
Other operations	15,283	14,027	32,495	28,299
Affiliate revenue	331	330	665	665
Gross operating revenue	292,275	331,354	587,335	615,720
Electric customer credits	(3,390)	(22,495)	(3,179)	(22,681)
Operating revenue, net	288,885	308,859	584,156	593,039
Operating Expenses [Abstract]
Fuel used for electric generation	84,011	56,696	172,136	115,743
Power purchased for utility customers	34,132	81,393	78,213	139,584
Other operations	31,650	29,146	60,130	54,462
Maintenance	21,230	26,203	40,175	56,460
Depreciation	36,126	37,295	73,109	77,498
Taxes other than income taxes	11,493	11,094	24,479	24,069
Merger transaction costs		0
Total operating expenses	218,642	241,827	448,242	467,816
Operating income	70,243	67,032	135,914	125,223
Interest income	48	350	304	951
Allowance for equity funds used during construction	460	2,029	1,537	3,660
Other income	846	389	1,297	752
Other expense	(474)	(432)	(1,062)	(941)
Interest charges
Interest charges, including amortization of debt expense, premium, and discount, net	19,531	21,209	39,755	41,458
Allowance for borrowed funds used during construction	(130)	(570)	(451)	(1,059)
Total interest charges	19,401	20,639	39,304	40,399
Income before income taxes	51,722	48,729	98,686	89,246
Federal and state income tax expense	19,909	16,071	38,268	30,281
Net income	$ 31,813	$ 32,658	$ 60,418	$ 58,965

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Fair Value Accounting, Carrying Value and Estimated Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Financial instruments not marked-to-market [Abstract]
Long-term debt, excluding debt issuance costs	$ 1,446,931	$ 1,601,816
Carrying Value [Member]
Financial instruments not marked-to-market [Abstract]
Cash equivalents	16,600	39,700
Restricted cash equivalents	24,115	24,001
Long-term debt, excluding debt issuance costs	1,300,300	1,368,354
Estimated Fair Value [Member]
Financial instruments not marked-to-market [Abstract]
Cash equivalents	16,600	39,700
Restricted cash equivalents	24,115	24,001
Long-term debt, excluding debt issuance costs	1,446,931	1,601,816
Cleco Power [Member]
Financial instruments not marked-to-market [Abstract]
Long-term debt, excluding debt issuance costs	1,394,931	1,544,816
Cleco Power [Member] | Carrying Value [Member]
Financial instruments not marked-to-market [Abstract]
Cash equivalents	14,800	34,700
Restricted cash equivalents	24,094	23,980
Long-term debt, excluding debt issuance costs	1,248,300	1,311,354
Cleco Power [Member] | Estimated Fair Value [Member]
Financial instruments not marked-to-market [Abstract]
Cash equivalents	14,800	34,700
Restricted cash equivalents	24,094	23,980
Long-term debt, excluding debt issuance costs	$ 1,394,931	$ 1,544,816

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Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current assets
Customer accounts receivable, allowance for doubtful accounts	$ 1,218	$ 922
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)	61,058,918	61,051,286
Common stock, outstanding (in shares)	60,480,978	60,421,467
Treasury stock, at cost (in shares)	577,940	629,819
Cleco Power [Member]
Current assets
Customer accounts receivable, allowance for doubtful accounts	$ 1,218	$ 922

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Electric Customer Credits (Details) - USD ($) $ in Thousands	9 Months Ended	53 Months Ended
	Mar. 31, 2015	Jun. 30, 2014	Jun. 30, 2015	Dec. 31, 2014	Oct. 31, 2014
Electric Customer Credits [Line Items]
Provision for rate refund			$ 5,444	$ 2,264
Cleco Power [Member]
Electric Customer Credits [Line Items]
Provision for rate refund			5,444	$ 2,264
Cleco Power [Member] | FERC [Member] | Transmission ROE [Member]
Electric Customer Credits [Line Items]
Provision for rate refund			2,400
Cleco Power [Member] | LPSC [Member] | 2010 FRP [Member]
Electric Customer Credits [Line Items]
Target ROE allowed by FRP (in hundredths)		10.70%
Percentage of retail earnings within range to be returned to customers (in hundredths)		60.00%
ROE for customer credit, low range (in hundredths)		11.30%
ROE for customer credit, high range (in hundredths)		12.30%
Cleco Power [Member] | LPSC [Member] | FRP extension [Member]
Electric Customer Credits [Line Items]
Target ROE allowed by FRP (in hundredths)	10.00%
Percentage of retail earnings within range to be returned to customers (in hundredths)	60.00%
ROE for customer credit, low range (in hundredths)	10.90%
ROE for customer credit, high range (in hundredths)	11.75%
Cleco Power [Member] | LPSC [Member] | 2014 FRP Monitoring Report [Member]
Electric Customer Credits [Line Items]
Provision for rate refund			1,600		$ 1,600
Cleco Power [Member] | LPSC [Member] | Energy Efficiency Programs [Member]
Electric Customer Credits [Line Items]
Provision for rate refund			1,100
Cleco Power [Member] | LPSC [Member] | 2015 FRP Monitoring report [Member]
Electric Customer Credits [Line Items]
Provision for rate refund			$ 300
Maximum [Member] | Cleco Power [Member] | LPSC [Member] | 2010 FRP [Member]
Electric Customer Credits [Line Items]
Target ROE allowed by FRP (in hundredths)		11.30%
Maximum [Member] | Cleco Power [Member] | LPSC [Member] | FRP extension [Member]
Electric Customer Credits [Line Items]
Target ROE allowed by FRP (in hundredths)	10.90%

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Affiliate Transactions (Tables)

6 Months Ended

Jun. 30, 2015

Cleco Power [Member]

Related Party Transaction [Line Items]

Schedule of Related Party Transactions

Cleco Power has balances that are payable to or due from its affiliates. The following table is a summary of those balances:

	AT JUNE 30, 2015				AT DEC. 31, 2014
(THOUSANDS)	ACCOUNTS RECEIVABLE		ACCOUNTS PAYABLE		ACCOUNTS RECEIVABLE		ACCOUNTS PAYABLE
Cleco Corporation	$	22,735	$	283	$	22,994	$	525
Support Group	840		6,498		626		7,235
Other (1)	—		—		1		—
Total	$	23,575	$	6,781	$	23,621	$	7,760
(1) Represents Attala, Diversified Lands, and Perryville.

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Affiliate Transactions (Details) - Cleco Power [Member] - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Related Party Transaction [Line Items]
Accounts receivable - affiliate	$ 23,575	$ 23,621
Accounts payable - affiliate	6,781	7,760
Cleco Corporation [Member]
Related Party Transaction [Line Items]
Accounts receivable - affiliate	22,735	22,994
Accounts payable - affiliate	283	525
Support Group [Member]
Related Party Transaction [Line Items]
Accounts receivable - affiliate	840	626
Accounts payable - affiliate	6,498	7,235
Others [Member]
Related Party Transaction [Line Items]
Accounts receivable - affiliate	0	1
Accounts payable - affiliate	$ 0	$ 0

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Affiliate Transactions

6 Months Ended

Jun. 30, 2015

Related Party Transactions [Abstract]

Affiliate Transactions

Note 12 — Affiliate Transactions

Cleco Power has balances that are payable to or due from its affiliates. The following table is a summary of those balances:

	AT JUNE 30, 2015				AT DEC. 31, 2014
(THOUSANDS)	ACCOUNTS RECEIVABLE		ACCOUNTS PAYABLE		ACCOUNTS RECEIVABLE		ACCOUNTS PAYABLE
Cleco Corporation	$	22,735	$	283	$	22,994	$	525
Support Group	840		6,498		626		7,235
Other (1)	—		—		1		—
Total	$	23,575	$	6,781	$	23,621	$	7,760
(1) Represents Attala, Diversified Lands, and Perryville.

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Accumulated Other Comprehensive Loss (Tables)

6 Months Ended

Jun. 30, 2015

Accumulated Other Comprehensive Loss [Line Items]

Schedule of Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive loss are summarized in the following tables for Cleco and Cleco Power. All amounts are reported net of income taxes. Amounts in parentheses indicate debits.

Cleco
										FOR THE THREE MONTHS ENDED JUNE 30,
							2015									2014
(THOUSANDS)	POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI			POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI
Balances beginning of period	$	(26,117	)	$	(5,886	)	$	(32,003	)	$	(18,881	)	$	(6,098	)	$	(24,979	)
Amounts reclassified from accumulated other comprehensive income:
Amortization of postretirement benefit net loss	656			—			656			438			—			438
Reclassification of net loss to interest charges	—			53			53			—			53			53
Net current-period other comprehensive income	656			53			709			438			53			491
Balances, June 30,	$	(25,461	)	$	(5,833	)	$	(31,294	)	$	(18,443	)	$	(6,045	)	$	(24,488	)

										FOR THE SIX MONTHS ENDED JUNE 30,
							2015									2014
(THOUSANDS)	POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI			POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI
Balances beginning of period	$	(26,726	)	$	(5,939	)	$	(32,665	)	$	(19,725	)	$	(6,151	)	$	(25,876	)
Amounts reclassified from accumulated other comprehensive income:
Amortization of postretirement benefit net loss	1,265			—			1,265			1,282			—			1,282
Reclassification of net loss to interest charges	—			106			106			—			106			106
Net current-period other comprehensive income	1,265			106			1,371			1,282			106			1,388
Balances, June 30,	$	(25,461	)	$	(5,833	)	$	(31,294	)	$	(18,443	)	$	(6,045	)	$	(24,488	)

Cleco Power [Member]

Accumulated Other Comprehensive Loss [Line Items]

Schedule of Accumulated Other Comprehensive Income (Loss)

Cleco Power
										FOR THE THREE MONTHS ENDED JUNE 30,
							2015									2014
(THOUSANDS)	POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI			POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI
Balances beginning of period	$	(11,436	)	$	(5,886	)	$	(17,322	)	$	(8,501	)	$	(6,098	)	$	(14,599	)
Amounts reclassified from accumulated other comprehensive income:
Amortization of postretirement benefit net loss	288			—			288			222			—			222
Reclassification of net loss to interest charges	—			53			53			—			53			53
Net current-period other comprehensive income	288			53			341			222			53			275
Balances, June 30,	$	(11,148	)	$	(5,833	)	$	(16,981	)	$	(8,279	)	$	(6,045	)	$	(14,324	)

										FOR THE SIX MONTHS ENDED JUNE 30,
							2015									2014
(THOUSANDS)	POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI			POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI
Balances beginning of period	$	(11,349	)	$	(5,939	)	$	(17,288	)	$	(9,026	)	$	(6,151	)	$	(15,177	)
Amounts reclassified from accumulated other comprehensive income:
Amortization of postretirement benefit net loss	201			—			201			747			—			747
Reclassification of net loss to interest charges	—			106			106			—			106			106
Net current-period other comprehensive income	201			106			307			747			106			853
Balances, June 30,	$	(11,148	)	$	(5,833	)	$	(16,981	)	$	(8,279	)	$	(6,045	)	$	(14,324	)

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Coughlin Transfer

6 Months Ended

Jun. 30, 2015

Coughlin Transfer [Abstract]

Coughlin Transfer

Note 14 — Coughlin Transfer

In October 2012, Cleco Power announced that Evangeline was the winning bidder in Cleco Power’s 2012 long-term request for proposal for up to 800 MW to meet long-term capacity and energy needs. In December 2012, Cleco Power and Evangeline executed definitive agreements to transfer ownership and control of Coughlin from Evangeline to Cleco Power. On March 15, 2014, Coughlin was transferred to Cleco Power with a net book value of $176.0 million. Cleco Power finalized the rate treatment of Coughlin as part of its FRP extension proceeding before the LPSC on June 18, 2014.

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Agreement and Plan of Merger (Details) - USD ($) $ / shares in Units, $ in Millions	Dec. 31, 2015	Jun. 30, 2015	Feb. 26, 2015	Dec. 31, 2014	Oct. 17, 2014
Business Acquisition [Line Items]
Common stock, par value (in dollars per share)		$ 1		$ 1
Cleco Partners [Member]
Business Acquisition [Line Items]
Merger Agreement, Required Termination Fee					$ 120.0
Cleco Corporation [Member]
Business Acquisition [Line Items]
Merger Agreement, Required Termination Fee					$ 180.0
Cleco Corporation [Member]
Business Acquisition [Line Items]
Common stock, par value (in dollars per share)					$ 1.00
Share price at the time of the Merger (in dollars per share)					$ 55.37
Cleco Corporation [Member] | Cleco Partners [Member]
Business Acquisition [Line Items]
Percentage of shareholder approval of the Merger Agreement (in hundredths)			77.00%
Subsequent Event [Member] | Cleco Corporation [Member]
Business Acquisition [Line Items]
Additional contingency fees payable upon the completion of the Merger	$ 12.0

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Operating activities
Net income	$ 57,156	$ 62,557
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	76,951	85,264
Unearned compensation expense	3,341	3,569
Allowance for equity funds used during construction	(1,537)	(3,660)
Net deferred income taxes	33,367	23,685
Deferred fuel costs	7,251	(25,971)
Cash surrender value of company-/trust-owned life insurance	(366)	(3,011)
Changes in assets and liabilities:
Accounts receivable	(8,062)	(17,232)
Unbilled revenue	(4,866)	(16,195)
Fuel, materials and supplies inventory	4,973	(6,785)
Prepayments	1,295	2,313
Accounts payable	(27,652)	19,909
Customer deposits	6,104	8,017
Postretirement benefit obligations	6,878	4,486
Regulatory assets and liabilities, net	8,764	(4,491)
Other deferred accounts	(7,872)	(14,815)
Taxes accrued	16,959	1,777
Interest accrued	1,112	3,522
Other operating	671	2,213
Net cash provided by operating activities	174,467	125,152
Investing activities
Additions to property, plant, and equipment	(78,180)	(113,175)
Allowance for equity funds used during construction	1,537	3,660
Return of investment in company-owned life insurance	0	1,303
Premiums paid on company-/trust-owned life insurance	(1,375)	(1,635)
Equity investment in investees	(840)	0
Return of equity investment in tax credit fund	1,172	1,062
Contributions to tax credit fund	(923)	(22,364)
Transfer of cash to restricted accounts, net	(41)	(9,557)
Sale of restricted investments	0	11,138
Maturity of restricted investments	0	1,458
Other investing	459	414
Net cash used in investing activities	(78,191)	(127,696)
Financing activities
Draws on credit facility	62,000	139,000
Payments on credit facility	(87,000)	(74,000)
Repayment of long-term debt	(43,053)	(7,581)
Repurchase of common stock	0	(12,449)
Dividends paid on common stock	(48,869)	(46,608)
Other financing	(1,348)	(1,237)
Net cash used in financing activities	(118,270)	(2,875)
Net decrease in cash and cash equivalents	(21,994)	(5,419)
Cash and cash equivalents at beginning of period	44,423	28,656
Cash and cash equivalents at end of period	22,429	23,237
Supplementary cash flow information
Interest paid, net of amount capitalized	36,751	36,343
Income taxes paid, net	306	14,219
Supplementary non-cash investing and financing activities
Accrued additions to property, plant, and equipment	7,674	21,556
Decreases in property, plant, and equipment	227	0
Issuance of common stock – ESPP	0	148
Cleco Power [Member]
Operating activities
Net income	60,418	58,965
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	75,591	82,139
Allowance for equity funds used during construction	(1,537)	(3,660)
Net deferred income taxes	34,583	31,493
Deferred fuel costs	7,251	(25,971)
Changes in assets and liabilities:
Accounts receivable	(8,204)	(17,048)
Accounts and notes receivable, affiliate	5,857	393
Unbilled revenue	(4,866)	(16,195)
Fuel, materials and supplies inventory	4,973	(6,752)
Prepayments	(867)	2,339
Accounts payable	(22,311)	25,861
Accounts and notes payable, affiliate	(2,619)	(2,626)
Customer deposits	6,104	8,017
Postretirement benefit obligations	3,533	2,548
Regulatory assets and liabilities, net	8,764	(4,491)
Other deferred accounts	(6,409)	(10,404)
Taxes accrued	18,949	(3,072)
Interest accrued	1,099	1,210
Other operating	1,888	2,123
Net cash provided by operating activities	182,197	124,869
Investing activities
Additions to property, plant, and equipment	(78,010)	(112,627)
Allowance for equity funds used during construction	1,537	3,660
Return of investment in company-owned life insurance	0	1,303
Equity investment in investees	(840)	0
Transfer of cash to restricted accounts, net	(41)	(9,557)
Sale of restricted investments	0	11,138
Maturity of restricted investments	0	1,458
Other investing	459	412
Net cash used in investing activities	(76,895)	(104,213)
Financing activities
Draws on credit facility	20,000	112,000
Payments on credit facility	(40,000)	(57,000)
Repayment of long-term debt	(43,053)	(7,581)
Distributions to parent	(60,000)	(70,000)
Other financing	(1,348)	(1,232)
Net cash used in financing activities	(124,401)	(23,813)
Net decrease in cash and cash equivalents	(19,099)	(3,157)
Cash and cash equivalents at beginning of period	39,162	21,055
Cash and cash equivalents at end of period	20,063	17,898
Supplementary cash flow information
Interest paid, net of amount capitalized	36,394	36,337
Income taxes paid, net	565	255
Supplementary non-cash investing and financing activities
Accrued additions to property, plant, and equipment	7,639	21,480
Decreases in property, plant, and equipment	227	0
Coughlin [Member] | Cleco Power [Member]
Supplementary non-cash investing and financing activities
Non-cash additions to property, plant, and equipment - Coughlin	$ 0	$ 176,244

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Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Net income	$ 30,234	$ 36,633	$ 57,156	$ 62,557
Other comprehensive income, net of tax:
Postretirement benefits gain (net of tax)	656	438	1,265	1,282
Net gain on cash flow hedges (net of tax)	53	53	106	106
Total other comprehensive income, net of tax	709	491	1,371	1,388
Comprehensive income, net of tax	30,943	37,124	58,527	63,945
Cleco Power [Member]
Net income	31,813	32,658	60,418	58,965
Other comprehensive income, net of tax:
Postretirement benefits gain (net of tax)	288	222	201	747
Net gain on cash flow hedges (net of tax)	53	53	106	106
Total other comprehensive income, net of tax	341	275	307	853
Comprehensive income, net of tax	$ 32,154	$ 32,933	$ 60,725	$ 59,818

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Income Taxes

6 Months Ended

Jun. 30, 2015

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 and six month periods ended June 30, 2015, and 2014:

	FOR THE THREE MONTHS ENDED JUNE 30,				FOR THE SIX MONTHS ENDED JUNE 30,
	2015		2014		2015		2014
Cleco	40.2	%	28.4	%	39.7	%	31.1	%
Cleco Power	38.5	%	33.0	%	38.8	%	33.9	%

Effective Tax Rates

For the three and six months ended June 30, 2015, and 2014 the effective income tax rate for Cleco was different than the federal statutory rate primarily due to permanent tax differences, the flowthrough of state tax benefits associated with AFUDC equity, benefits delivered from Cleco’s investment in the NMTC Fund, settlements with taxing authorities, and state tax expense.

For the three and six months ended June 30, 2015, and 2014 the effective income tax rate for Cleco Power was different than the federal statutory rate primarily due to permanent tax differences, the flowthrough of state tax benefits associated with AFUDC equity, settlements with taxing authorities, 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. As of June 30, 2015, and December 31, 2014, Cleco had a deferred tax asset resulting from NMTC carryforwards of $96.0 million and $95.4 million, respectively. If the NMTC 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 NMTC carryforwards will be realized; therefore, no valuation allowance has been recorded.

Net Operating Losses

As of June 30, 2015, Cleco had a federal net operating loss carryforward of $305.5 million primarily related to a tax accounting method change for bonus depreciation associated with Madison Unit 3. Cleco considers it more likely than not that these income tax losses generated will be utilized to reduce future payments of income taxes, and Cleco expects to utilize the entire net operating loss carryforward within the statutory deadlines.

Uncertain Tax Positions

Cleco classifies all interest related to uncertain tax positions as a component of interest payable and interest expense. At June 30, 2015, and December 31, 2014, Cleco and Cleco Power had no interest payable related to uncertain tax positions as a result of favorable settlements with taxing authorities. For the six months ended June 30, 2015, Cleco and Cleco Power had no interest expense related to uncertain tax positions as a result of favorable settlements with taxing authorities.

The federal income tax year that remains subject to examination by the IRS is 2013. The IRS has concluded its audit for the years 2010 through 2012. In August 2014, Cleco received approval from the Joint Committee on Taxation for tax years 2010 and 2011. The 2012 tax year did not require Joint Committee on Taxation approval.

Beginning with the 2013 tax year, Cleco entered into the IRS’s Compliance Assurance Process which allows taxpayers to work collaboratively with an IRS team to identify and resolve potential tax issues before the federal tax return is filed each year. Cleco must apply for admission to the program each year. Cleco has been approved for the Compliance Assurance Process through the 2015 tax year.

The Louisiana state income tax years that remain subject to examination by the Louisiana Department of Revenue are 2011 through 2013. In August 2014, Cleco reached a settlement for tax years 2001 through 2010. The favorable impact from the settlement was reflected in various line items in the financial statements.

At June 30, 2015, Cleco had no liability for uncertain tax positions. Cleco estimates that it is reasonably possible that the balance of unrecognized tax benefits as of June 30, 2015, for Cleco and Cleco Power would be unchanged in the next 12 months as a result of reaching a settlement with taxing authorities. The settlement of open tax years 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.

Cleco classifies income tax penalties as a component of other expense. For the six months ended June 30, 2015, and for the three months ended June 30, 2014, no penalties were recognized. For the six months ended June 30, 2014, $0.1 million of penalties was recognized.

XML

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Jul. 20, 2015
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	Jun. 30, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2
Amendment Flag	false
Cleco Corporation Common Stock, Shares Outstanding		60,480,978
Cleco Power [Member]
Entity Information [Line Items]
Entity Registrant Name	CLECO POWER LLC
Entity Central Index Key	0000018672
Entity Filer Category	Non-accelerated Filer

XML

Disclosures about Segments

6 Months Ended

Jun. 30, 2015

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 its first-tier subsidiary. As a result of the Coughlin transfer from Evangeline to Cleco Power in March 2014, Midstream no longer meets the requirements to be disclosed as a separate reportable segment. Management determined the retrospective application of this transfer to be quantitatively and qualitatively immaterial when taken as a whole in relation to Cleco Power’s financial statements. As a result, Cleco’s segment reporting disclosures were not retrospectively adjusted to reflect the transfer. For more information, see Note 14 — “Coughlin Transfer.” For the reporting period beginning April 1, 2014, the remaining operations of Midstream are included as Other in the following table, along with the holding company, a shared services subsidiary, two transmission interconnection facility subsidiaries, and an investment subsidiary.

The 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. The reportable segment prepared budgets for 2015 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 segment and allocates resources to it 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. Prior to March 15, 2014, these intercompany transactions related primarily to the PPA between Cleco Power and Evangeline that began in 2012 and joint and common administrative support services provided by Support Group. Subsequent to March 15, 2014, these intercompany transactions relate primarily to joint and common administrative support services provided by Support Group.

SEGMENT INFORMATION FOR THE THREE MONTHS ENDED JUNE 30,
2015 (THOUSANDS)	CLECO POWER			OTHER			ELIMINATIONS			CONSOLIDATED
Revenue
Electric operations	$	276,661		$	—		$	—		$	276,661
Other operations	15,283			520			—			15,803
Electric customer credits	(3,390		)	—			—			(3,390		)
Affiliate revenue	331			14,950			(15,281		)	—
Operating revenue, net	$	288,885		$	15,470		$	(15,281	)	$	289,074
Depreciation	$	36,126		$	342		$	—		$	36,468
Merger transaction costs	$	—		$	(410	)	$	—		$	(410	)
Interest charges	$	19,401		$	411		$	98		$	19,910
Interest income	$	48		$	(56	)	$	98		$	90
Federal and state income tax expense	$	19,909		$	449		$	1		$	20,359
Net income (loss)	$	31,813		$	(1,579	)	$	—		$	30,234
Equity investment in investees	$	15,372		$	8		$	—		$	15,380
Total segment assets	$	4,221,305		$	176,943		$	(56,234	)	$	4,342,014

2014 (THOUSANDS)	CLECO POWER			OTHER			ELIMINATIONS			CONSOLIDATED
Revenue
Electric operations	$	316,997		$	—		$	—		$	316,997
Other operations	14,027			541			—			14,568
Electric customer credits	(22,495		)	—			—			(22,495		)
Affiliate revenue	330			14,153			(14,483		)	—
Operating revenue, net	$	308,859		$	14,694		$	(14,483	)	$	309,070
Depreciation	$	37,295		$	275		$	—		$	37,570
Merger transaction costs	$	—		$	365		$	—		$	365
Interest charges	$	20,639		$	(681	)	$	107		$	20,065
Interest income	$	350		$	(106	)	$	106		$	350
Federal and state income tax expense (benefit)	$	16,071		$	(1,543	)	$	—		$	14,528
Net income	$	32,658		$	3,975		$	—		$	36,633
Equity investment in investees (1)	$	14,532		$	8		$	—		$	14,540
Total segment assets (1)	$	4,242,986		$	248,654		$	(112,567	)	$	4,379,073
(1) Balances as of December 31, 2014

SEGMENT INFORMATION FOR THE SIX MONTHS ENDED JUNE 30,
2015 (THOUSANDS)	CLECO POWER			OTHER			ELIMINATIONS			CONSOLIDATED
Revenue
Electric operations	$	554,175		$	—		$	—		$	554,175
Other operations	32,495			1,040			—			33,535
Electric customer credits	(3,179		)	—			—			(3,179		)
Affiliate revenue	665			27,754			(28,419		)	—
Operating revenue, net	$	584,156		$	28,794		$	(28,419	)	$	584,531
Depreciation	$	73,109		$	637		$	—		$	73,746
Merger transaction costs	$	—		$	1,730		$	—		$	1,730
Interest charges	$	39,304		$	526		$	202		$	40,032
Interest income	$	304		$	(119	)	$	203		$	388
Federal and state income tax expense (benefit)	$	38,268		$	(581	)	$	—		$	37,687
Net income (loss)	$	60,418		$	(3,262	)	$	—		$	57,156
Additions to property, plant, and equipment	$	78,010		$	170		$	—		$	78,180
Equity investment in investees	$	15,372		$	8		$	—		$	15,380
Total segment assets	$	4,221,305		$	176,943		$	(56,234	)	$	4,342,014

2014 (THOUSANDS)	CLECO POWER			OTHER			ELIMINATIONS			CONSOLIDATED
Revenue
Electric operations	$	586,756		$	—		$	—		$	586,756
Tolling operations	—			5,467			(5,467		)	—
Other operations	28,299			1,082			—			29,381
Electric customer credits	(22,681		)	—			—			(22,681		)
Affiliate revenue	665			27,346			(28,011		)	—
Operating revenue, net	$	593,039		$	33,895		$	(33,478	)	$	593,456
Depreciation	$	77,498		$	1,813		$	—		$	79,311
Merger transaction costs	$	—		$	365		$	—		$	365
Interest charges	$	40,399		$	(306	)	$	241		$	40,334
Interest income	$	951		$	(240	)	$	241		$	952
Federal and state income tax expense (benefit)	$	30,281		$	(2,075	)	$	—		$	28,206
Net income (loss)	$	58,965		$	3,593		$	(1	)	$	62,557
Additions to (reductions in) property, plant, and equipment	$	291,961		$	(175,767	)	$	—		$	116,194
Equity investment in investees (1)	$	14,532		$	8		$	—		$	14,540
Total segment assets (1)	$	4,242,986		$	248,654		$	(112,567	)	$	4,379,073
(1) Balances as of December 31, 2014

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Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Net tax expense of postretirement benefits	$ 411	$ 274	$ 792	$ 802
Net tax expense on cash flow hedges	33	33	66	66
Cleco Power [Member]
Net tax expense of postretirement benefits	180	138	126	467
Net tax expense on cash flow hedges	$ 33	$ 33	$ 66	$ 66

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Recent Authoritative Guidance

6 Months Ended

Jun. 30, 2015

New Accounting Pronouncements and Changes in Accounting Principles [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 May 2014, FASB amended the accounting guidance for revenue recognition. The amended guidance affects entities that enter into contracts for the transfer of non-financial assets unless those contracts are within the scope of other standards. The core principle of this guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Under the new guidance, an entity must identify the performance obligations in a contract and the transaction price, and allocate the price to specific performance obligations to recognize the revenue when the obligation is completed. The amendments in this update also require disclosure of sufficient information to allow users to understand the nature, amount, timing, and uncertainty of revenue and cash flow arising from contracts. On July 9, 2015, the FASB approved a one-year deferral of the effective date. The standard will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Management is currently evaluating the impact that the adoption of this guidance will have on the results of operations, financial condition, and cash flows of the Registrants.

In February 2015, FASB amended the accounting guidance for the consolidation analysis. All legal entities are subject to reevaluation under this revised consolidation model. The adoption of this guidance is effective for annual periods beginning after December 15, 2015, including interim periods within that reporting period. Management is currently evaluating this guidance, but does not expect it to have an impact on the results of operations, financial condition, or cash flows of the Registrants.

In April 2015, FASB amended the accounting guidance to simplify the presentation of debt issuance costs. This guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The adoption of this guidance is effective for annual periods beginning after December 15, 2015, including interim periods within that reporting period. Cleco currently records debt issuance costs in Other deferred charges on Cleco’s Condensed Consolidated Balance Sheet. Cleco will adopt the revisions to this amendment beginning with the March 31, 2016 reporting period. The adoption of this guidance will not have an impact on the results of operations, financial condition, or cash flows of the Registrants.

In April 2015, FASB issued accounting guidance for a customer’s accounting for fees paid in a cloud computing arrangement. This amendment provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The adoption of this guidance is effective for annual periods beginning after December 15, 2015, including interim periods within that reporting period. Management does not expect the adoption of this guidance to materially impact the results of operations, financial condition, or cash flows of the Registrants.

In April 2015, FASB amended the accounting guidance for fair value measurements. Currently, this guidance permits entities, as a practical expedient, to measure the fair value of certain investments using the net asset value per share of the investment. These investments are currently categorized within the fair value hierarchy on the basis of whether the investment is redeemable at net asset value on the measurement date, never redeemable at net asset value, or redeemable at net asset value at a future date. This amendment removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendment also removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. The adoption of this guidance is effective for annual periods beginning after December 15, 2015, including interim periods within that reporting period. The adoption of this guidance will not have an impact on the results of operations, financial condition, or cash flows of the Registrants.

In July 2015, FASB issued accounting guidance to simplify the measurement of inventory. This guidance requires entities to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The adoption of this guidance is effective for annual periods beginning after December 15, 2016, including interim periods within that reporting period. Management is currently evaluating this guidance, but does not expect it to have an impact on the results of operations, financial condition, or cash flows of the Registrants.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2015

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 in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these Condensed Consolidated Financial Statements do not include all of the information and notes required by GAAP for annual financial statements. The year-end Condensed Consolidated Balance Sheet data was derived from audited financial statements. Because the interim Condensed Consolidated Financial Statements and the accompanying notes do not include all of the information and notes required by GAAP for annual financial statements, the Condensed Consolidated Financial Statements and other information included in this quarterly report should be read in conjunction with the Consolidated Financial Statements and accompanying notes in the Registrants’ Combined Annual Report on Form 10-K for the year ended December 31, 2014.

These Condensed Consolidated Financial Statements, in the opinion of management, reflect all normal recurring adjustments that are necessary to fairly present the financial position and results of operations of Cleco. Amounts reported in Cleco’s interim financial statements are not necessarily indicative of amounts expected for the annual periods due to the effects of seasonal temperature variations on energy consumption, regulatory rulings, the timing of maintenance on electric generating units, changes in mark-to-market valuations, changing commodity prices, discrete income tax items, and other factors.

In preparing financial statements that conform to GAAP, management must make estimates and assumptions that affect the reported amounts of assets and liabilities, the reported amounts of revenues and expenses, and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. For information on recent authoritative guidance and its effect on financial results, see Note 2 — “Recent Authoritative Guidance.”

Unbilled Revenue

Cleco Power accrues estimated revenue monthly for energy used by customers but not yet billed. The monthly estimated unbilled revenue amounts are recorded as unbilled revenue and a receivable. During the third quarter of 2014, Cleco Power began using actual customer energy consumption data available from its installation of AMI to calculate unbilled revenues.

Property, Plant, and Equipment

Property, plant, and equipment consists primarily of regulated utility generation and energy transmission and distribution 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.

Cleco’s property, plant, and equipment consisted of:

(THOUSANDS)	AT JUNE 30, 2015			AT DEC. 31, 2014
Regulated utility plants	$	4,534,234		$	4,495,490
Other	14,217			13,470
Total property, plant, and equipment	4,548,451			4,508,960
Accumulated depreciation	(1,489,864		)	(1,442,960		)
Net property, plant, and equipment	$	3,058,587		$	3,066,000

Restricted Cash and Cash Equivalents

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 and cash equivalents consisted of:

(THOUSANDS)	AT JUNE 30, 2015		AT DEC. 31, 2014
Current:
Cleco Katrina/Rita’s storm recovery bonds	$	8,342	$	8,986
Non-current:
Diversified Lands’ mitigation escrow	21		21
Cleco Power’s future storm restoration costs	15,542		14,915
Cleco Power’s building renovation escrow	252		194
Non-current total	15,815		15,130
Total restricted cash and cash equivalents	$	24,157	$	24,116

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 administration fees, interest, and principal on storm recovery bonds. During the six months ended June 30, 2015, Cleco Katrina/Rita collected $10.1 million net of administration fees. In March 2015, Cleco Katrina/Rita used $8.1 million for a scheduled storm recovery bond principal payment and $2.6 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. For more information about fair value levels, see Note 4 — “Fair Value Accounting.”

Risk Management

Market risk inherent in Cleco’s market risk-sensitive instruments and positions includes potential changes in value arising from changes in interest rates and the commodity market prices of power, FTRs, and natural gas in the industry 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, FTRs, 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. With the exception of FTRs, 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 also enter into risk mitigating positions that would not meet the requirements of a normal-purchase, normal-sale transaction in order to attempt to mitigate the volatility in customer fuel costs. These positions are marked-to-market with the resulting gain or loss recorded on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets 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 in accordance with regulatory policy. When these positions close, actual gains or losses are included in the FAC and reflected on customers’ bills as a component of the fuel cost adjustment. There were no open natural gas positions at June 30, 2015, or December 31, 2014. In June 2015, the LPSC approved a long-term natural gas hedging pilot program that requires Cleco Power to establish a proposal for a long-term natural gas procurement program that will be designed to provide gas price stability for a minimum of five years. This proposal is required to be submitted to the LPSC by June 30, 2018.

Cleco Power purchases the majority of its FTRs in annual auctions facilitated by MISO during the second quarter of each year and may also purchase additional FTRs in monthly auctions facilitated by MISO. FTRs are derivative instruments which represent economic hedges of future congestion charges that will be incurred in serving Cleco Power’s customer load. FTRs are not designated as hedging instruments for accounting purposes. Cleco Power initially records FTRs at their estimated fair value and subsequently adjusts the carrying value to their estimated fair value at the end of each accounting period based on the most recent MISO FTR auction prices. Unrealized gains or losses on FTRs held by Cleco Power are included in Accumulated deferred fuel on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets. Realized gains or losses on settled FTRs are recorded in Electric operations or Power purchased for utility customers on Cleco and Cleco Power’s Condensed Consolidated Statements of Income. At June 30, 2015, Cleco and Cleco Power’s Condensed Consolidated Balance Sheets reflected the fair value of open FTR positions of $22.5 million in Energy risk management assets and $0.5 million in Energy risk management liabilities, compared to $10.8 million in Energy risk management assets and $0.8 million in Energy risk management liabilities at December 31, 2014. For more information on FTRs, see Note 4 — “Fair Value Accounting — Derivatives and Hedging — Commodity Contracts.”

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 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 may enter into contracts to mitigate the volatility in interest rate risk. These contracts include, but are not limited to, interest rate swaps and treasury rate locks.

Accounting for MISO Transactions

Cleco Power participates in MISO’s Energy and Operating Reserve market where hourly sales and purchases are netted. If the hourly activity nets to sales, the result is reported in Electric operations on Cleco and Cleco Power’s Condensed Consolidated Statements of Income. If the hourly activity nets to purchases, the result is reported in Power purchased for utility customers on Cleco and Cleco Power’s Condensed Consolidated Statements of Income.

Earnings per Average Common Share

The following tables show the calculation of basic and diluted earnings per share:

						FOR THE THREE MONTHS ENDED JUNE 30,
				2015					2014
(THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)	INCOME		SHARES	PER SHARE AMOUNT		INCOME		SHARES	PER SHARE AMOUNT
Basic net income applicable to common stock	$	30,234	60,480,684	$	0.50	$	36,633	60,359,949	$	0.61
Effect of dilutive securities
Add: restricted stock (LTICP)			320,122					266,186
Diluted net income applicable to common stock	$	30,234	60,800,806	$	0.50	$	36,633	60,626,135	$	0.60

						FOR THE SIX MONTHS ENDED JUNE 30,
				2015					2014
(THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)	INCOME		SHARES	PER SHARE AMOUNT		INCOME		SHARES	PER SHARE AMOUNT
Basic net income applicable to common stock	$	57,156	60,470,989	$	0.95	$	62,557	60,424,591	$	1.04
Effect of dilutive securities
Add: restricted stock (LTICP)			305,746					253,435
Diluted net income applicable to common stock	$	57,156	60,776,735	$	0.94	$	62,557	60,678,026	$	1.03

Stock-Based Compensation

At June 30, 2015, Cleco had two stock-based compensation plans: the ESPP and the LTICP. In accordance with the Merger Agreement, the ESPP has been suspended and will be cancelled upon the completion of the Merger.

Pursuant to the LTICP, options or restricted shares of stock, also known as non-vested stock, common stock equivalents, and stock appreciation rights may be granted to certain officers, key employees, or directors of Cleco Corporation and its subsidiaries. During the six months ended June 30, 2015, Cleco granted 90,050 shares of non-vested stock to certain officers and key employees of Cleco Corporation and its subsidiaries pursuant to the LTICP. Upon the completion of the Merger, all unvested shares outstanding under the LTICP that were granted prior to January 1, 2015, will vest at target and be paid out in cash to plan participants in accordance with the terms of the Merger Agreement. Unvested shares that were granted in 2015 will be prorated to the target amount and be paid out in cash to plan participants in accordance with the terms of the Merger Agreement. For more information about the Merger, see Note 15 — “Agreement and Plan of Merger.”

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

	CLECO CORPORATION				CLECO POWER				CLECO CORPORATION				CLECO POWER
	FOR THE THREE MONTHS ENDED JUNE 30,								FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2015		2014		2015		2014		2015		2014		2015		2014
Equity classification
Non-vested stock	$	1,440	$	1,533	$	502	$	507	$	3,225	$	3,454	$	946	$	934
Tax benefit	$	554	$	590	$	193	$	195	$	1,241	$	1,329	$	364	$	359

Common Stock Repurchase Program

In January 2011, Cleco Corporation’s Board of Directors approved the implementation of a common stock repurchase program. This program authorizes management to repurchase, from time to time, shares of common stock so that Cleco’s diluted average shares of common stock outstanding remain approximately equal to its diluted average shares of common stock outstanding for 2010. Under this program, purchases may be made on a discretionary basis at times and in amounts as determined by management, subject to market conditions, legal requirements, and other factors. Purchases under the program will not be announced in advance and may be made in the open market or through privately negotiated transactions. No shares of common stock were repurchased during the six months ended June 30, 2015, nor the three months ended June 30, 2014. During the first quarter of 2014, Cleco Corporation repurchased 250,000 shares of common stock. In accordance with the Merger Agreement, until the completion of the Merger, no additional common stock will be repurchased under this program without the prior written consent of Cleco Partners. For more information about the Merger, see Note 15 — “Agreement and Plan of Merger.”

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Accumulated Other Comprehensive Loss

6 Months Ended

Jun. 30, 2015

Equity [Abstract]

Comprehensive Income (Loss) Note

Note 13 — Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss are summarized in the following tables for Cleco and Cleco Power. All amounts are reported net of income taxes. Amounts in parentheses indicate debits.

Cleco
										FOR THE THREE MONTHS ENDED JUNE 30,
							2015									2014
(THOUSANDS)	POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI			POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI
Balances beginning of period	$	(26,117	)	$	(5,886	)	$	(32,003	)	$	(18,881	)	$	(6,098	)	$	(24,979	)
Amounts reclassified from accumulated other comprehensive income:
Amortization of postretirement benefit net loss	656			—			656			438			—			438
Reclassification of net loss to interest charges	—			53			53			—			53			53
Net current-period other comprehensive income	656			53			709			438			53			491
Balances, June 30,	$	(25,461	)	$	(5,833	)	$	(31,294	)	$	(18,443	)	$	(6,045	)	$	(24,488	)

										FOR THE SIX MONTHS ENDED JUNE 30,
							2015									2014
(THOUSANDS)	POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI			POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI
Balances beginning of period	$	(26,726	)	$	(5,939	)	$	(32,665	)	$	(19,725	)	$	(6,151	)	$	(25,876	)
Amounts reclassified from accumulated other comprehensive income:
Amortization of postretirement benefit net loss	1,265			—			1,265			1,282			—			1,282
Reclassification of net loss to interest charges	—			106			106			—			106			106
Net current-period other comprehensive income	1,265			106			1,371			1,282			106			1,388
Balances, June 30,	$	(25,461	)	$	(5,833	)	$	(31,294	)	$	(18,443	)	$	(6,045	)	$	(24,488	)

Cleco Power
										FOR THE THREE MONTHS ENDED JUNE 30,
							2015									2014
(THOUSANDS)	POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI			POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI
Balances beginning of period	$	(11,436	)	$	(5,886	)	$	(17,322	)	$	(8,501	)	$	(6,098	)	$	(14,599	)
Amounts reclassified from accumulated other comprehensive income:
Amortization of postretirement benefit net loss	288			—			288			222			—			222
Reclassification of net loss to interest charges	—			53			53			—			53			53
Net current-period other comprehensive income	288			53			341			222			53			275
Balances, June 30,	$	(11,148	)	$	(5,833	)	$	(16,981	)	$	(8,279	)	$	(6,045	)	$	(14,324	)

										FOR THE SIX MONTHS ENDED JUNE 30,
							2015									2014
(THOUSANDS)	POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI			POSTRETIREMENT BENEFIT NET LOSS			NET LOSS ON CASH FLOW HEDGES			TOTAL AOCI
Balances beginning of period	$	(11,349	)	$	(5,939	)	$	(17,288	)	$	(9,026	)	$	(6,151	)	$	(15,177	)
Amounts reclassified from accumulated other comprehensive income:
Amortization of postretirement benefit net loss	201			—			201			747			—			747
Reclassification of net loss to interest charges	—			106			106			—			106			106
Net current-period other comprehensive income	201			106			307			747			106			853
Balances, June 30,	$	(11,148	)	$	(5,833	)	$	(16,981	)	$	(8,279	)	$	(6,045	)	$	(14,324	)

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Electric Customer Credits

6 Months Ended

Jun. 30, 2015

Regulated Operations [Abstract]

Electric Customer Credits

Note 9 — Electric Customer Credits

At June 30, 2015, Cleco Power’s provision for rate refund consisted of $2.4 million for a proposed ROE reduction of transmission rates that Cleco Power was allowed to collect under the MISO tariff, $1.6 million related to Cleco Power’s monitoring report that was filed with the LPSC for the 12 months ended June 30, 2014, $1.1 million related to energy efficiency programs, and $0.3 million related to Cleco Power’s monitoring report for the 12 months ended June 30, 2015.

Transmission ROE

In November 2013, a group of industrial customers from the northern region of MISO and other stakeholders filed a complaint at FERC seeking to reduce the ROE component of the transmission rates that MISO transmission owners, including Cleco, may collect under the MISO tariff. As of June 30, 2015, Cleco Power had$2.4 millionaccrued for the proposed ROE reduction for the period December 2013 through June 2015.For more information on the ROE complaint, see Note 11 — “Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees — Litigation — Transmission ROE.”

FRP

Prior to July 1, 2014, Cleco Power’s annual retail earnings were subject to the terms of an FRP established by the LPSC effective February 12, 2010. The FRP allowed a target ROE of 10.7%, while providing the opportunity to earn up to 11.3%. Additionally, 60.0% of retail earnings between 11.3% and 12.3% and all retail earnings over 12.3% were required to be refunded to customers. In April 2013, Cleco Power filed an application with the LPSC to extend its current FRP and to seek rate recovery of the Coughlin transfer. In June 2014, the LPSC approved Cleco Power’s FRP extension, finalized the rate treatment of Coughlin, and issued the implementing order. Effective July 1, 2014, under the terms of the FRP extension, Cleco Power is allowed to earn a target ROE of 10.0%, while providing the opportunity to earn up to 10.9%. Additionally, 60% of retail earnings between 10.9% and 11.75% and all retail earnings over 11.75% are required to be refunded to customers. The amount of credits due to customers, if any, is determined by Cleco Power and the LPSC annually. Credits are typically included on customers’ bills the following summer, but the amount and timing of the refunds is ultimately subject to LPSC approval. Cleco Power must file annual monitoring reports no later than October 31 for the 12-month period ending June 30. The next FRP extension must be filed by June 30, 2017.

On October 31, 2014, Cleco Power filed its monitoring report for the 12 months ended June 30, 2014, which indicated that $1.6 million was due to be returned to customers. On May 4, 2015, the LPSC Staff issued their report indicating agreement with Cleco Power’s refund calculation for the 12 months ended June 30, 2014. The $1.6 million will be refunded to eligible customers in September 2015.

Cleco Power expects to file its monitoring report for the 12 months ended June 30, 2015 on or before October 31, 2015, which will indicate that approximately $0.3 million is due to be returned to eligible customers and this amount was accrued at June 30, 2015.

Energy Efficiency

In November 2014, Cleco Power began recovering estimated costs for the first year of energy efficiency programs through an approved rate tariff. Due to lower initial customer participation in the energy efficiency programs, resulting in lower than anticipated program costs through June 30, 2015, Cleco Power accrued $1.1 million to be credited to customers for the difference in estimated and actual program costs. Cleco Power’s energy efficiency rate tariff for the second program year will be adjusted for any such differences in costs and recovery occurring in the initial program year ending October 31, 2015.

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Debt

6 Months Ended

Jun. 30, 2015

Debt Disclosure [Abstract]

Debt

Note 5 — Debt

Short-term Debt

At June 30, 2015, and December 31, 2014, Cleco and Cleco Power had no short-term debt outstanding.

Long-term Debt

At June 30, 2015, Cleco’s long-term debt outstanding was $1.3 billion, of which $43.8 million was due within one year. The long-term debt due within one year at June 30, 2015, represents $25.0 million of senior notes that was repaid on July 15, 2015, $16.3 million of principal payments for the Cleco Katrina/Rita storm recovery bonds, and $2.5 million of capital lease payments. For Cleco, long-term debt decreased$69.0 million from December 31, 2014, primarily due to a $35.0 million repayment of a bank term loan in April 2015, a $25.0 million net decrease in credit facility draws, an $8.1 million scheduled Cleco Katrina/Rita storm recovery bond principal payment in March 2015, and a $1.1 million decrease in capital lease obligations. These decreases were partially offset by debt discount amortizations of $0.2 million.

At June 30, 2015, Cleco Power’s long-term debt outstanding was $1.25 billion, of which $43.8 million was due within one year. The long-term debt due within one year at June 30, 2015, represents $25.0 million of senior notes that was repaid on July 15, 2015, $16.3 million of principal payments for the Cleco Katrina/Rita storm recovery bonds, and $2.5 million of capital lease payments. For Cleco Power, long-term debt decreased$64.0 million from December 31, 2014, primarily due to a $35.0 million repayment of a bank term loan in April 2015, a $20.0 million decrease in credit facility draws, an $8.1 million scheduled Cleco Katrina/Rita storm recovery bond principal payment in March 2015, and a $1.1 million decrease in capital lease obligations. These decreases were partially offset by debt discount amortizations of $0.2 million.

On April 30, 2015, Cleco Power repaid its $35.0 million outstanding bank term loan due May 29, 2015. At December 31, 2014, Cleco Power had the intent and ability to refinance this outstanding bank term loan with other long-term debt; however, due to a temporary increase in cash balances, Cleco Power repaid the bank term loan early, with the intent to include it in a new financing at a later date.

On May 1, 2015, Cleco Power refinanced its $50.0 million 2008 Series A GO Zone bonds and entered into a new interest rate period with a mandatory tender date of April 30, 2020. In connection with the new interest rate period, the interest rate is at a fixed rate of 2.0% per annum.

On July 15, 2015, Cleco Power repaid its $50.0 million 4.95% senior notes. As part of the redemption, Cleco Power paid $1.2 million of accrued interest. At March 31, 2015, Cleco Power had the intent and ability to refinance these outstanding senior notes with other long-term debt; however, due to available cash on July 15, 2015, the senior notes were repaid with $25.0 million of cash and $25.0 million from Cleco Power’s credit facility. Cleco Power intends to include the draw on the credit facility in a new financing at a later date.

Credit Facilities

At June 30, 2015, Cleco Corporation had $52.0 million of borrowings outstanding under its $250.0 million credit facility at an all-in interest rate of 1.225%, leaving an available borrowing capacity of $198.0 million. The borrowings under the credit facility are considered to be long-term because the credit facility expires in 2018. The borrowing costs under the facility are equal to LIBOR plus 1.075% or ABR plus 0.075%, plus facility fees of 0.175%.

At June 30, 2015, Cleco Power had no borrowings outstanding under its $300.0 million credit facility; however, Cleco Power has issued a $2.0 million letter of credit to MISO, leaving an available borrowing capacity of $298.0 million. The borrowing costs under the facility are equal to LIBOR plus 0.9% or ABR, plus facility fees of 0.1%. The letter of credit issued to MISO is pursuant to the credit requirements of FTRs. This letter of credit automatically renews each year and reduces Cleco Power’s credit facility capacity.

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Variable Interest Entities (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Apr. 30, 2015	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Variable Interest Entity [Line Items]
Cash contributions to Oxbow				$ 840	$ 0
Components of equity method investments [Abstract]
Total equity investment in investee		$ 15,380		15,380		$ 14,540
Cleco Power [Member]
Variable Interest Entity [Line Items]
Cash contributions to Oxbow				840	0
Components of equity method investments [Abstract]
Total equity investment in investee		15,372		15,372		14,532
Variable Interest Entity, Not Primary Beneficiary [Member]
Equity Method Investment, Summarized Financial Information [Abstract]
Current assets		2,568		2,568		2,792
Total assets		30,799		30,799		29,096
Current liabilities		54		54		31
Partners' capital		30,745		30,745		29,065
Total liabilities and partners' capital		30,799		30,799		29,096
Operating revenue		861	$ 426	1,714	1,011
Operating expenses		861	426	1,714	1,011
Income before taxes		0	$ 0	0	$ 0
Variable Interest Entity, Not Primary Beneficiary [Member] | Property, plant, and equipment, net [Member]
Equity Method Investment, Summarized Financial Information [Abstract]
Other assets		22,375		22,375		22,457
Variable Interest Entity, Not Primary Beneficiary [Member] | Other Assets [Member]
Equity Method Investment, Summarized Financial Information [Abstract]
Other assets		5,856		$ 5,856		3,847
Variable Interest Entity, Not Primary Beneficiary [Member] | Cleco Power [Member]
Variable Interest Entity [Line Items]
Variable interest entity, ownership percentage (in hundredths)				50.00%
Ownership percentage by other parties (in hundredths)				50.00%
Cash contributions to Oxbow	$ 800
Components of equity method investments [Abstract]
Purchase price		12,873		$ 12,873		12,873
Cash contributions		2,499		2,499		1,659
Total equity investment in investee		15,372		15,372		14,532
Comparison of carrying amount of assets and liabilities to maximum loss exposure [Abstract]
Cleco Power’s 50% equity		15,372		15,372		14,532
Cleco Power’s maximum exposure to loss		15,372		15,372		14,532
Equity Method Investment, Summarized Financial Information [Abstract]
Partners' capital		30,745		30,745		$ 29,065
Variable Interest Entity, Not Primary Beneficiary [Member] | Diversified Lands [Member]
Components of equity method investments [Abstract]
Total equity investment in investee		$ 100		$ 100

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Regulatory Assets and Liabilities

6 Months Ended

Jun. 30, 2015

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 for recovery from customers and to recognize a liability for amounts expected to be returned to customers based on regulatory approval and management’s ongoing assessment that it is probable these items will be recovered or refunded through the ratemaking process.

Under the current regulatory environment, Cleco Power believes these regulatory assets will be fully recoverable; however, if in the future, as a result of regulatory changes or competition, Cleco Power’s ability to recover these regulatory assets would no longer be probable, then to the extent that such regulatory assets were determined not to be recoverable, Cleco Power would be required to write-down such assets. In addition, potential deregulation of the industry or possible future changes in the method of rate regulation of Cleco Power could require discontinuance of the application of these authoritative guidelines.

The following table summarizes Cleco Power’s regulatory assets and liabilities:

(THOUSANDS)	AT JUNE 30, 2015			AT DEC. 31, 2014
Regulatory assets – deferred taxes, net	$	236,742		$	234,370
Mining costs	10,196			11,470
Interest costs	5,402			5,582
AROs	1,263			1,029
Postretirement costs	154,025			160,903
Tree trimming costs	7,675			8,066
Training costs	6,941			7,019
Surcredits, net	11,692			13,587
Amended lignite mining agreement contingency	3,781			3,781
AMI deferred revenue requirement	5,590			5,863
Production operations and maintenance expenses	13,351			14,761
AFUDC equity gross-up	72,223			72,859
Acadia Unit 1 acquisition costs	2,600			2,653
Financing costs	9,217			9,402
Biomass costs	66			82
MISO integration costs	2,807			3,275
Coughlin transaction costs	1,045			1,060
Corporate franchise tax	1,132			1,223
Acadia FRP true-up	754			754
Energy efficiency	46			114
Other	476			596
Total regulatory assets	310,282			324,079
PPA true-up	(624		)	(624		)
Fuel and purchased power	9,087			21,554
Total regulatory assets, net	$	555,487		$	579,379

Fuel and Purchased Power

The cost of fuel used for electric generation and the cost of power purchased for utility customers are recovered through the LPSC-established FAC, which enables Cleco Power to pass on to its customers substantially all such charges. For the three and six months ended June 30, 2015, approximately 76% and 75%, respectively, of Cleco Power’s total fuel cost was regulated by the LPSC.

The $12.5 million decrease in the under-recovered costs was due to a $6.1 million decrease in fuel costs and power purchases as a result of the timing of collections of fuel expenses and the loss of a wholesale customer. Also contributing to the change in the under-recovered costs was a $6.4 million decrease due to the settlement of previously open FTR positions and a mark-to-market gain on current open FTR positions.

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Fair Value Accounting

6 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

Fair Value Accounting

Note 4 — Fair Value Accounting

The amounts reflected on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets at June 30, 2015, and December 31, 2014, for cash equivalents, restricted cash equivalents, accounts receivable, other accounts receivable, and accounts payable approximate fair value because of their short-term nature.

The following tables summarize the carrying value and estimated market value of Cleco and Cleco Power’s financial instruments not measured at fair value on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets:

Cleco
	AT JUNE 30, 2015				AT DEC. 31, 2014
(THOUSANDS)	CARRYING VALUE		ESTIMATED FAIR VALUE		CARRYING VALUE		ESTIMATED FAIR VALUE
Financial instruments not marked-to-market:
Cash equivalents	$	16,600	$	16,600	$	39,700	$	39,700
Restricted cash equivalents	$	24,115	$	24,115	$	24,001	$	24,001
Long-term debt, excluding debt issuance costs	$	1,300,300	$	1,446,931	$	1,368,354	$	1,601,816

Cleco Power
	AT JUNE 30, 2015				AT DEC. 31, 2014
(THOUSANDS)	CARRYING VALUE		ESTIMATED FAIR VALUE		CARRYING VALUE		ESTIMATED FAIR VALUE
Financial instruments not marked-to-market:
Cash equivalents	$	14,800	$	14,800	$	34,700	$	34,700
Restricted cash equivalents	$	24,094	$	24,094	$	23,980	$	23,980
Long-term debt, excluding debt issuance costs	$	1,248,300	$	1,394,931	$	1,311,354	$	1,544,816

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 JUNE 30, 2015		QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1)		SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)		AT DEC. 31, 2014		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	$	40,715	$	—	$	40,715	$	—	$	63,701	$	—	$	63,701	$	—
FTRs	22,480		—		—		22,480		10,776		—		—		10,776
Total assets	$	63,195	$	—	$	40,715	$	22,480	$	74,477	$	—	$	63,701	$	10,776
Liability description
Long-term debt	$	1,446,931	$	—	$	1,446,931	$	—	$	1,601,816	$	—	$	1,601,816	$	—
FTRs	506		—		—		506		827		—		—		827
Total liabilities	$	1,447,437	$	—	$	1,446,931	$	506	$	1,602,643	$	—	$	1,601,816	$	827

Cleco Power
	CLECO POWER FAIR VALUE MEASUREMENTS AT REPORTING DATE USING:
(THOUSANDS)	AT JUNE 30, 2015		QUOTED PRICES IN ACTIVE MARKETS FOR IDENTICAL ASSETS (LEVEL 1)		SIGNIFICANT OTHER OBSERVABLE INPUTS (LEVEL 2)		SIGNIFICANT UNOBSERVABLE INPUTS (LEVEL 3)		AT DEC. 31, 2014		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	$	38,894	$	—	$	38,894	$	—	$	58,680	$	—	$	58,680	$	—
FTRs	22,480		—		—		22,480		10,776		—		—		10,776
Total assets	$	61,374	$	—	$	38,894	$	22,480	$	69,456	$	—	$	58,680	$	10,776
Liability description
Long-term debt	$	1,394,931	$	—	$	1,394,931	$	—	$	1,544,816	$	—	$	1,544,816	$	—
FTRs	506		—		—		506		827		—		—		827
Total liabilities	$	1,395,437	$	—	$	1,394,931	$	506	$	1,545,643	$	—	$	1,544,816	$	827

The following table summarizes the net changes in the net fair value of FTR assets and liabilities classified as Level 3 in the fair value hierarchy:

	FOR THE THREE MONTHS ENDED JUNE 30,					FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2015		2014			2015		2014
Beginning balance	$	1,813	$	3,908		$	9,949	$	8,638
Unrealized gains (losses)*	3,780		(3,420		)	2,070		(3,420		)
Net purchases and settlements	16,381		42,484			9,955		37,754
Ending balance	$	21,974	$	42,972		$	21,974	$	42,972
* Unrealized gains and losses are reported in Accumulated deferred fuel on the balance sheet.

The following table quantifies the significant unobservable inputs used in developing the fair value of Level 3 positions at June 30, 2015, and December 31, 2014:

	FAIR VALUE				VALUATION TECHNIQUE	SIGNIFICANT UNOBSERVABLE INPUTS	FORWARD PRICE RANGE
(THOUSANDS, EXCEPT FORWARD PRICE RANGE)	Assets		Liabilities				Low			High
FTRs at June 30, 2015	$	22,480	$	506	Discounted cash flow	Estimated auction price	$	(3.18	)	$	5.44
FTRs at Dec. 31, 2014	$	10,776	$	827	Discounted cash flow	Estimated auction price	$	(4.12	)	$	7.76

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 are determined by obtaining the closing price of similar assets and liabilities from published indices in active markets and then discounting the price to the current period using a U.S. Treasury published interest rate as a proxy for a risk-free rate of return. Cleco has consistently applied the Level 2 fair value technique from fiscal period to fiscal period. Level 3 fair values occur in situations in which there is little, if any, market activity for the asset or liability at the measurement date and therefore estimated prices are used in the discounted cash flow approach. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement.

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.

At June 30, 2015, Cleco and Cleco Power were exposed to concentrations of credit risk through their short-term investments classified as cash equivalents and restricted cash equivalents. The institutional money market funds were reported on the Cleco Condensed Consolidated Balance Sheet in cash and cash equivalents, current restricted cash and cash equivalents, and non-current restricted cash and cash equivalents of $16.6 million, $8.3 million, and $15.8 million, respectively, at June 30, 2015. 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 cash equivalents, and non-current restricted cash and cash equivalents of $14.8 million, $8.3 million, and $15.8 million, respectively, at June 30, 2015. 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. 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 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.

Cleco Power’s FTRs were priced using MISO’s monthly estimated auction prices. FTRs are categorized as Level 3 fair value measurements because the only relevant pricing available comes from MISO auctions, which occur monthly in the Multi-Period Monthly Auction. For more information about FTRs, see “— Derivatives and Hedging.”

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

During the six months ended June 30, 2015, and the year ended December 31, 2014, 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 and quantitative disclosures about derivative fair

value, gains and losses, and credit-risk-related contingent features in derivative agreements.

Commodity Contracts

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 at June 30, 2015, and December 31, 2014:

	DERIVATIVES NOT DESIGNATED AS HEDGING INSTRUMENTS
(THOUSANDS)	BALANCE SHEET LINE ITEM	AT JUNE 30, 2015		AT DEC. 31, 2014
Commodity contracts
FTRs:
Current	Energy risk management assets	$	22,480	$	10,776
Current	Energy risk management liabilities	506		827
Commodity contracts, net		$	21,974	$	9,949

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 and six months ended June 30, 2015, and 2014:

		FOR THE THREE MONTHS ENDED JUNE 30,						FOR THE SIX MONTHS ENDED JUNE 30,
		2015			2014			2015			2014
(THOUSANDS)	DERIVATIVES LINE ITEM	AMOUNT OF GAIN/(LOSS) RECOGNIZED IN INCOME ON DERIVATIVES
Commodity contracts
FTRs	Electric operations	$	18,098		$	14,358		$	33,606		$	18,323
FTRs	Power purchased for utility customers	(8,613		)	(9,633		)	(16,650		)	(10,749		)
Total		$	9,485		$	4,725		$	16,956		$	7,574

At June 30, 2015, and December 31, 2014, Cleco Power had no open positions hedged for natural gas. In June 2015, the LPSC approved a long-term natural gas hedging pilot program that requires Cleco Power to establish a proposal for a long-term natural gas procurement program that will be designed to provide gas price stability for a minimum of five years. This proposal is required to be submitted to the LPSC by June 30, 2018.

Cleco Power purchases the majority of its FTRs in annual auctions facilitated by MISO during the second quarter of each year and may also purchase additional FTRs in monthly auctions facilitated by MISO. FTRs are derivative instruments which represent economic hedges of future congestion charges that will be incurred in serving Cleco Power’s customer load. FTRs represent rights to congestion credits or charges along a path during a given time frame for a certain MW quantity. FTRs are not designated as hedging instruments for accounting purposes. At June 30, 2015, and December 31, 2014, Cleco Power had 17.9 million MWh and 8.9 million MWh, respectively, of FTRs hedged.

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Pension Plan and Employee Benefits

6 Months Ended

Jun. 30, 2015

Compensation and Retirement Disclosure [Abstract]

Pension Plan and Employee Benefits

Note 6 — Pension Plan and Employee Benefits

Pension Plan and Other Benefits Plan

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 ten 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. Cleco did not make any required or discretionary contributions to the pension plan in 2014 and does not expect to make any in 2015. 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 may be 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 and six months ended June 30, 2015, and 2014 are as follows:

	PENSION BENEFITS						OTHER BENEFITS
	FOR THE THREE MONTHS ENDED JUNE 30,
(THOUSANDS)	2015			2014			2015		2014
Components of periodic benefit costs:
Service cost	$	2,683		$	2,020		$	392	$	405
Interest cost	5,271			4,996			372		462
Expected return on plan assets	(5,856		)	(6,170		)	—		—
Amortizations:
Transition obligation	—			—			—		5
Prior period service (credit) cost	(18		)	(18		)	34		30
Net loss	3,568			1,658			238		178
Net periodic benefit cost	$	5,648		$	2,486		$	1,036	$	1,080

	PENSION BENEFITS						OTHER BENEFITS
	FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2015			2014			2015		2014
Components of periodic benefit costs:
Service cost	$	5,209		$	4,025		$	784	$	810
Interest cost	10,398			9,926			744		925
Expected return on plan assets	(11,690		)	(12,253		)	—		—
Amortizations:
Transition obligation	—			—			—		10
Prior period service (credit) cost	(36		)	(36		)	68		60
Net loss	6,914			3,371			476		355
Net periodic benefit cost	$	10,795		$	5,033		$	2,072	$	2,160

Because 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 the three and six months ended June 30, 2015, was $0.6 million and $1.0 million, respectively. The amounts for the same periods in 2014 were $0.4 million and $0.9 million, respectively.

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. The current portion of the other benefits liability for Cleco at June 30, 2015, and December 31, 2014, was $3.5 million. The current portion of the other benefits liability for Cleco Power at June 30, 2015, and December 31, 2014, was $3.0 million and $3.2 million, respectively. At June 30, 2015, and December 31, 2014, the non-current portion of the other benefits liability for Cleco was $40.6 million and $41.2 million, respectively. At June 30, 2015, and December 31, 2014, the non-current portion of the other benefits liability for Cleco Power was $35.3 million and $31.2 million, respectively. The expense related to other benefits reflected in Cleco Power’s Condensed Consolidated Statements of Income for both the three and six months ended June 30, 2015, was $0.9 million and $1.8 million, respectively. The amounts for the same periods in 2014 were $0.9 million and $1.9 million, respectively.

SERP

Certain Cleco officers are covered by SERP. 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 (a) the highest base salary paid out over the last five calendar years and (b) the average of the three highest cash bonuses paid during the 60 months prior to retirement, which sum is reduced by benefits received from any other defined benefit pension plan, supplemental executive retirement plan, or Cleco contributions under the enhanced 401(k) Plan to the extent such contributions exceed the limits of the 401(k) Plan. Cleco 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 SERP participants. Proceeds from the life insurance policies are expected to be used to pay the SERP participants’ death benefits, as well as future SERP payments. However, because 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. Cleco Power is considered the plan sponsor and Support Group is considered the plan administrator. On July 24, 2014, the Board of Directors of Cleco voted to close SERP to new participants; however, with regard to current SERP participants, including former employees or their beneficiaries, all terms of SERP will continue. In accordance with the Merger Agreement, executives are entitled to enhancement of benefits and accelerated vesting upon terminations of employment that may occur in connection with or following the Merger. Management will review current market trends as it evaluates Cleco’s future compensation strategy.

The components of net periodic benefit cost related to SERP for the three and six months ended June 30, 2015, and 2014 are as follows:

	FOR THE THREE MONTHS ENDED JUNE 30,				FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2015		2014		2015		2014
Components of periodic benefit costs:
Service cost	$	728	$	671	$	1,353	$	1,139
Interest cost	744		789		1,528		1,514
Amortizations:
Prior period service cost	13		15		26		27
Net loss	782		552		1,487		937
Net periodic benefit cost	$	2,267	$	2,027	$	4,394	$	3,617

Liabilities relating to SERP are reported on the individual subsidiaries’ financial statements. The current portion of the SERP liability for Cleco at June 30, 2015, and December 31, 2014, was $3.0 million. The current portion of the SERP liability for Cleco Power at June 30, 2015, and December 31, 2014, was $0.9 million and $0.8 million, respectively. At June 30, 2015, and December 31, 2014, the non-current portion of the SERP liability for Cleco was $72.4 million and $70.9 million, respectively. At June 30, 2015, and December 31, 2014, the non-current portion of the SERP liability for Cleco Power was $19.1 million and $19.0 million, respectively. The expense related to SERP reflected on Cleco Power’s Condensed Consolidated Statements of Income was $0.6 million and $1.1 million for the three and six months ended June 30, 2015, compared to $0.5 million and $0.9 million for the same period in 2014.

401(k) Plan

Cleco’s 401(k) Plan is intended to provide active, eligible employees with voluntary, long-term savings and investment opportunities. The Plan is a defined contribution plan and is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974. In accordance with the Plan, employer contributions can be in the form of Cleco Corporation stock or cash. Cash contributions are invested in proportion to the participant’s voluntary contribution investment choices. Plan participants are allowed to choose whether to have dividends on Cleco Corporation common stock distributed in cash or reinvested in additional shares of Cleco Corporation common stock. Participation in the Plan is voluntary, and active Cleco employees are eligible to participate. Cleco’s 401(k) Plan expense for the three and six monthsended June 30, 2015, and 2014 is as follows:

	FOR THE THREE MONTHS ENDED JUNE 30,				FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2015		2014		2015		2014
401(k) Plan expense	$	1,268	$	1,201	$	2,693	$	2,569

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 and six months ended June 30, 2015, was $0.2 million and $0.5 million, respectively. The expense for the same periods in 2014 was also $0.2 million and $0.5 million, respectively.

XML

Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees, Other Commitments (Details) - NMTC [Member] - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2015	Aug. 31, 2008
Other Commitments [Line Items]
Membership interest in U.S Bank New Markets Tax Credit Fund (in hundredths)			99.90%
Equity contributions to be made to the Fund	$ 283,700
Net tax benefits to be received from the Fund	302,000
Difference between equity contributions and total benefits received will be recognized over the life of the Fund as net tax benefits	18,300
Future equity contributions to the NMTC Fund [Abstract]
Six months ending Dec. 31, 2015	3,629	$ 3,629
Year ending Dec. 31, 2016	2,707	2,707
Year ending Dec. 31, 2017	2,707	2,707
Total	9,043	9,043
Total future equity contributions	9,043	9,043
Future equity contributions due within the next 12 months	3,600	3,600
Tax Benefits in Excess of Capital Contributions	25,600	25,600
Tax benefits not utilized	$ 118,800	$ 118,800
Equity contributions, imputed interest rate 6%[Abstract]
Equity contributions - imputed interest rate (in hundredths)	6.00%	6.00%
Principal payment schedule above:	$ 9,043	$ 9,043
Less: unamortized discount	594	594
Total	$ 8,449	$ 8,449
Period of recognition of gross investment amortization expense (in years)		9 years
Remaining period of recognition of gross investment amortization expense (in years)		2 years

XML

Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Accumulated Other Comprehensive Loss [Line Items]
Accumulated other comprehensive loss, Beginning Balance	$ (32,003)	$ (24,979)	$ (32,665)	$ (25,876)
Net current-period other comprehensive income
Amounts reclassified from accumulated other comprehensive income, net of tax	656	438	1,265	1,282
Net current-period other comprehensive income	709	491	1,371	1,388
Accumulated other comprehensive loss, Ending Balance	(31,294)	(24,488)	(31,294)	(24,488)
Interest Expense [Member]
Net current-period other comprehensive income
Amounts reclassified from accumulated other comprehensive income, net of tax	53	53	106	106
Postretirement Benefit Net Loss [Member]
Accumulated Other Comprehensive Loss [Line Items]
Accumulated other comprehensive loss, Beginning Balance	(26,117)	(18,881)	(26,726)	(19,725)
Net current-period other comprehensive income
Amounts reclassified from accumulated other comprehensive income, net of tax	656	438	1,265	1,282
Net current-period other comprehensive income	656	438	1,265	1,282
Accumulated other comprehensive loss, Ending Balance	(25,461)	(18,443)	(25,461)	(18,443)
Net Loss on Cash Flow Hedges [Member]
Accumulated Other Comprehensive Loss [Line Items]
Accumulated other comprehensive loss, Beginning Balance	(5,886)	(6,098)	(5,939)	(6,151)
Net current-period other comprehensive income
Net current-period other comprehensive income	53	53	106	106
Accumulated other comprehensive loss, Ending Balance	(5,833)	(6,045)	(5,833)	(6,045)
Net Loss on Cash Flow Hedges [Member] | Interest Expense [Member]
Net current-period other comprehensive income
Amounts reclassified from accumulated other comprehensive income, net of tax	53	53	106	106
Cleco Power [Member]
Accumulated Other Comprehensive Loss [Line Items]
Accumulated other comprehensive loss, Beginning Balance	(17,322)	(14,599)	(17,288)	(15,177)
Net current-period other comprehensive income
Amounts reclassified from accumulated other comprehensive income, net of tax	288	222	201	747
Net current-period other comprehensive income	341	275	307	853
Accumulated other comprehensive loss, Ending Balance	(16,981)	(14,324)	(16,981)	(14,324)
Cleco Power [Member] | Interest Expense [Member]
Net current-period other comprehensive income
Amounts reclassified from accumulated other comprehensive income, net of tax	53	53	106	106
Cleco Power [Member] | Postretirement Benefit Net Loss [Member]
Accumulated Other Comprehensive Loss [Line Items]
Accumulated other comprehensive loss, Beginning Balance	(11,436)	(8,501)	(11,349)	(9,026)
Net current-period other comprehensive income
Amounts reclassified from accumulated other comprehensive income, net of tax	288	222	201	747
Net current-period other comprehensive income	288	222	201	747
Accumulated other comprehensive loss, Ending Balance	(11,148)	(8,279)	(11,148)	(8,279)
Cleco Power [Member] | Net Loss on Cash Flow Hedges [Member]
Accumulated Other Comprehensive Loss [Line Items]
Accumulated other comprehensive loss, Beginning Balance	(5,886)	(6,098)	(5,939)	(6,151)
Net current-period other comprehensive income
Net current-period other comprehensive income	53	53	106	106
Accumulated other comprehensive loss, Ending Balance	(5,833)	(6,045)	(5,833)	(6,045)
Cleco Power [Member] | Net Loss on Cash Flow Hedges [Member] | Interest Expense [Member]
Net current-period other comprehensive income
Amounts reclassified from accumulated other comprehensive income, net of tax	$ 53	$ 53	$ 106	$ 106

XML

Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees, On-Balance Sheet Guarantees (Details) - Cleco Power [Member] - Financial Guarantee [Member] $ in Millions	Jun. 30, 2015 USD ($)
Disclosures about Guarantees [Abstract]
Guarantor Obligations, Maximum Exposure, Undiscounted	$ 69.3
Guarantor Obligations, Current Carrying Value	$ 3.8

XML

Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees (Tables)

6 Months Ended

Jun. 30, 2015

Other Commitments [Line Items]

Equity Investments with an Imputed Interest Rate

The following table contains the disclosures required by the authoritative guidelines for equity investments with a 6% imputed interest rate:

(THOUSANDS)
Equity contributions
Principal payment schedule above:	$	9,043
Less: unamortized discount	594
Total	$	8,449

NMTC [Member]

Other Commitments [Line Items]

Other Commitments

The following table reflects remaining future equity contributions:

(THOUSANDS)	CONTRIBUTION
Six months ending Dec. 31, 2015	$	3,629
Years ending Dec. 31,
2016	2,707
2017	2,707
Total	$	9,043

XML

Pension Plan and Employee Benefits, Pension Plan and Other Benefits Plan (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Pension Benefits [Member]
Components of periodic benefit costs
Service cost	$ 2,683	$ 2,020	$ 5,209	$ 4,025
Interest cost	5,271	4,996	10,398	9,926
Expected return on plan assets	(5,856)	(6,170)	(11,690)	(12,253)
Transition obligation	0	0	0	0
Prior period service (credit) cost	(18)	(18)	(36)	(36)
Net loss	3,568	1,658	6,914	3,371
Net periodic benefit cost	5,648	2,486	10,795	5,033
Other Benefits [Member]
Components of periodic benefit costs
Service cost	392	405	784	810
Interest cost	372	462	744	925
Expected return on plan assets	0	0	0	0
Transition obligation	0	5	0	10
Prior period service (credit) cost	34	30	68	60
Net loss	238	178	476	355
Net periodic benefit cost	1,036	1,080	2,072	2,160
Postemployment Benefits Liability, Current	3,500		3,500		$ 3,500
Postemployment Benefits Liability, Noncurrent	40,600		40,600		41,200
Other Subsidiaries [Member] | Pension Benefits [Member]
Components of periodic benefit costs
Net periodic benefit cost	600	400	1,000	900
Cleco Power [Member] | Other Benefits [Member]
Components of periodic benefit costs
Net periodic benefit cost	900	$ 900	1,800	$ 1,900
Postemployment Benefits Liability, Current	3,000		3,000		3,200
Postemployment Benefits Liability, Noncurrent	$ 35,300		$ 35,300		$ 31,200

XML

Litigation, Other Commitments and Contingencies, and Disclosures about Guarantees

6 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments Contingencies and 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) for a facility known as the Devil’s Swamp Lake site located just northwest of Baton Rouge, Louisiana. 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 the Devil’s Swamp Lake site. The EPA identified Cleco as one of many companies that sent polychlorinated biphenyl wastes for disposal to the site. The EPA proposed to add the Devil’s Swamp Lake site to the National Priorities List on March 8, 2004, based on the release of PCBs to fisheries and wetlands located on the site, but no final listing decision has yet been made. The PRPs began discussing a potential proposal to the EPA in February 2008. The EPA issued a Unilateral Administrative Order to two PRP’s, Clean Harbors, Inc. and Baton Rouge Disposal, to conduct an RI/FS in December 2009. The Tier 1 part of the study was completed in June 2012. Field activities for the Tier 2 investigation were completed in July 2012. The draft Tier 2 remedial investigation report was submitted in December 2014. Currently, the study/remedy selection task continues, and there is no record of a decision. Therefore, management is unable to determine how significant Cleco’s share of the costs associated with the RI/FS and possible response action at the site, if any, may be and whether this will have a material impact on the results of operations, financial condition, or cash flows of the Registrants.

Discrimination Complaints

In December 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 was seeking various remedies provided under applicable statutes prohibiting racial discrimination in the workplace, and together, the plaintiffs requested monetary compensation exceeding $35.0 million. In July 2010, the plaintiffs moved to add an additional current employee alleging that Cleco had discriminated on the basis of race. The additional plaintiff sought compensation of no less than $2.5 million and became the thirteenth plaintiff. In April 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, resulting in eleven of the twelve remaining plaintiffs having at least one claim remaining. In February 2013, the Court ruled on the second motion for summary judgment, filed by Cleco in March 2012, in each of the eleven cases and each such case was dismissed with prejudice. Appeals were filed in ten of the eleven dismissed cases to the U.S. Court of Appeals for the Fifth Circuit (the Fifth Circuit). In June 2013, the Fifth Circuit clerk dismissed the appeals of two of the current employees due to their failure to file a brief in support of their respective appeals. On various dates in August through November 2013, the Fifth Circuit affirmed the trial court judgments in favor of Cleco in seven of the eight remaining cases. In April 2014, the Fifth Circuit affirmed the Court’s summary judgment dismissing the wrongful termination and other discrimination claims of the one remaining plaintiff, a former employee who served as one of Cleco’s human resource representatives. Excluded from the ruling was one claim that the former employee alleged was the result of a disciplinary warning Cleco issued to the former employee. This last claim has been settled and was dismissed with prejudice by order entered on May 28, 2015.

Merger

In connection with the Merger, four actions were filed in the Ninth Judicial District Court for Rapides Parish, Louisiana and three actions were filed in the Civil District Court for Orleans Parish, Louisiana. The petitions in each action generally allege, among other things, that the members of the Cleco Corporation Board of Directors breached their fiduciary duties by, among other things, conducting an allegedly inadequate sale process, agreeing to the Merger at a price that allegedly undervalues Cleco, and failing to disclose material information about the Merger. The petitions also allege that Cleco Partners, Cleco Corporation, Merger Sub, and in some cases, certain of the investors in Cleco Partners, either aided and abetted or entered into a civil conspiracy to advance those supposed breaches of duty. The petitions seek various remedies, including an injunction against the Merger and monetary damages, including attorneys’ fees and expenses.

The four actions filed in the Ninth Judicial District Court for Rapides Parish are captioned as follows:

• Braunstein v. Cleco Corporation, No. 251,383B (filed October 27, 2014),

• Moore v. Macquarie Infrastructure and Real Assets, No. 251,417C (filed October 30, 2014),

• Trahan v. Williamson, No. 251,456C (filed November 5, 2014), and

• L’Herisson v. Macquarie Infrastructure and Real Assets, No. 251,515F (filed November 14, 2014).

On November 14, 2014, the plaintiff in the Braunstein action moved for a dismissal of the action without prejudice, and that motion was granted on November 19, 2014. On December 3, 2014, the Court consolidated the remaining three actions and appointed interim co-lead counsel. On December 18, 2014, the plaintiffs in the consolidated action filed a Consolidated Amended Verified Derivative and Class Action Petition for Damages and Preliminary and Permanent Injunction (the Consolidated Petition), which is now the operative petition in the consolidated action. The action names Cleco Corporation, its directors, Cleco Partners, and Merger Sub as defendants. The Consolidated Petition alleges, among other things, that the directors breached their fiduciary duties to Cleco’s shareholders and grossly mismanaged Cleco by approving the Merger Agreement because it does not value Cleco adequately, failing to structure a process through which shareholder value would be maximized, engaging in self-dealing by ignoring conflicts of interest, and failing to disclose material information about the Merger. The Consolidated Petition further alleges that all defendants conspired to commit the breaches of fiduciary duty. Cleco believes that the allegations of the Consolidated Petition are without merit and that it has substantial meritorious defenses to the claims set forth in the Consolidated Petition.

The three actions filed in the Civil District Court for Orleans Parish are captioned as follows:

• Butler v. Cleco Corporation, No. 2014-10776 (filed November 7, 2014),

• Creative Life Services, Inc. v. Cleco Corporation, No. 2014-11098 (filed November 19, 2014), and

• Cashen v. Cleco Corporation, No. 2014-11236 (filed November 21, 2014). 

Both the Butler and Cashen actions name Cleco Corporation, its directors, Cleco Partners, Merger Sub, Macquarie Infrastructure and Real Assets Inc. (MIRA), British Columbia Investment Management Corporation, and John Hancock Financial as defendants. The Creative Life Services action names Cleco Corporation, its directors, Cleco Partners, Merger Sub, MIRA, and Macquarie Infrastructure Partners III, L.P., as defendants. On December 11, 2014, the plaintiff in the Butler action filed an Amended Class Action Petition for Damages, which is now the operative petition in that action. Each petition alleges, among other things, that the directors breached their fiduciary duties to Cleco’s shareholders by approving the Merger Agreement because it does not value Cleco adequately, failing to structure a process through which shareholder value would be maximized and engaging in self-dealing by ignoring conflicts of interest. The Butler and Creative Life Services petitions also allege that the directors breached their fiduciary duties by failing to disclose material information about the Merger. Each petition further alleges that Cleco, Cleco Partners, Merger Sub, and certain of the investors in Cleco Partners aided and abetted the directors’ breaches of fiduciary duty. On December 23, 2014, the directors and Cleco filed declinatory exceptions in each action on the basis that each action was improperly brought in Orleans Parish and should either be transferred to the Ninth Judicial District Court for Rapides Parish or dismissed. On December 30, 2014, the plaintiffs in each action jointly filed a motion to consolidate the three actions pending in Orleans Parish and to appoint interim co-lead plaintiffs and co-lead counsel. On January 23, 2015, the Court in the Creative Life Services case sustained the defendants’ declinatory exceptions and dismissed the case so that it could be transferred to the Ninth Judicial District Court for Rapides Parish. On February 5, 2015, the plaintiffs in Butler and Cashen also consented to the dismissal of their cases from Orleans Parish so they could be transferred to the Ninth Judicial District Court for Rapides Parish. On February 25, 2015, the Ninth Judicial District Court for Rapides Parish held a hearing on a motion for preliminary injunction filed by plaintiffs Moore, L’Herisson, and Trahan seeking to enjoin the shareholder vote at the Special Meeting of Shareholders scheduled for February 26, 2015, for approval of the Merger Agreement. Following the hearing, the Court denied the plaintiffs’ motion. On June 19, 2015, three of the plaintiffs filed their Second Consolidated Amended Verified Derivative and Class Action Petition. This will be considered according to a schedule established by the Ninth Judicial District Court for Rapides Parish. Cleco filed exceptions seeking dismissal of the amended petition on July 24, 2015. Cleco believes that the allegations of the petitions in each action are without merit and that it has substantial meritorious defenses to the claims set forth in each of the petitions.

LPSC Audits

Fuel Audit

The cost of fuel used for electric generation and the cost of power purchased for utility customers are recovered through the LPSC-established FAC that enables Cleco Power to pass on to its customers substantially all such charges. Recovery of FAC costs is subject to periodic fuel audits by the LPSC. The LPSC FAC General Order issued in November 1997, in Docket No. U-21497 provides that an audit of FAC filings will be performed at least every other year. Cleco Power has FAC filings for January 2009 through June 2015 subject to audit. In November 2014, the LPSC initiated an audit of Cleco Power’s fuel and purchased power expenses for the years 2009 through 2013. The total amount of fuel expense included in the audit is $1.73 billion. Cleco Power has responded to several sets of data requests from the LPSC Staff and the responses are currently under review. Draft reports are anticipated from the LPSC Staff in September 2015. Management is unable to predict or give a reasonable estimate of the possible range of a disallowance, if any, related to this audit, but expects resolution by the end of 2015. Historically, the disallowances have not been material. If a disallowance of fuel costs is ordered, resulting in a refund, any such refund could have a material impact on the results of operations, financial condition, or cash flows of the Registrants.

Environmental Audit

In July 2009, the LPSC issued Docket No. U-29380 Subdocket A, which provides for an EAC to recover from customers certain costs of environmental compliance. 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 costs of reagents such as ammonia and limestone that are a part of the fuel mix used to reduce air emissions, among other things. Cleco Power began incurring additional environmental compliance expenses in the second quarter of 2015 for additional reagents associated with compliance with MATS. These expenses are eligible for recovery through Cleco Power’s EAC and subject to periodic review by the LPSC. Cleco Power has EAC filings for the period November 2010 through June 2015 that remain subject to audit. On June 29, 2015, the U.S. Supreme Court remanded the MATS rule back to the EPA. The MATS rule will remain in effect unless it is vacated by the lower court. Although the full effect of this remand is unknown at this time, it could result in lower annual operating costs to Cleco Power as the MATS equipment may be operated at a lower level and result in less reagent use.

Transmission ROE

In November 2013, a group of industrial customers from the northern region of MISO and other stakeholders filed a complaint with FERC seeking to reduce the ROE component of the transmission rates that MISO transmission owners, including Cleco, may collect under the MISO tariff. The complainants are seeking to reduce the current 12.38% ROE used in MISO’s transmission rates to a proposed 6.68%. A group of MISO transmission owners filed responses to the complaint, defending the current ROE and seeking dismissal of the complaint. In October 2014, FERC issued an order finding that the current MISO ROE may be unjust and unreasonable and set the issue for hearing, subject to the outcome of settlement discussions. Settlement discussions did not resolve the dispute and FERC set the proceeding for a hearing during the week of August 17, 2015, with an initial non-binding decision expected by November 2015 and a binding FERC order issued during the second half of 2016. In November 2014, a group of MISO transmission owners, including Cleco, filed a request with FERC for an incentive to increase the new ROE by 0.5% for RTO participation. On January 5, 2015, FERC granted the request. The collection of the adder is delayed until the resolution of the ROE complaint proceeding. As of June 30, 2015, Cleco Power had $2.4 million accrued for a possible reduction to the ROE for the period December 2013 through June 2015. Management believes a reduction in the ROE, as well as any resulting refund, will not have a material adverse effect on the results of operations, financial condition, or cash flows of the Registrants. 

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 June 30, 2015, believes the probable and reasonably estimable liabilities based on the eventual disposition of these matters is $6.4 million and has accrued this amount.

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 have also agreed to contractual terms that require the Registrants 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 and Cleco Power’s Condensed Consolidated Balance Sheets because management has determined that Cleco and Cleco Power’s affiliates are able to perform these obligations under their contracts and that it is not probable that payments by Cleco or Cleco Power will be required.

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 until obligations are performed or extinguished.

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.

Cleco Power provides a letter of credit to MISO pursuant to the credit requirements of FTRs. At June 30, 2015, the letter of credit was $2.0 million. The letter of credit automatically renews each year and reduces Cleco Power’s credit facility capacity.

Cleco Corporation provided a guarantee to Entergy Louisiana and Entergy Gulf States as a result of the sale of the Perryville facility in 2004. This is a continuing guarantee and all obligations of Cleco Corporation will continue until the guaranteed obligations have been fully performed or otherwise extinguished. 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 this guarantee.

On behalf of Acadia, Cleco Corporation provided guarantees and indemnifications as a result of the sales of Acadia Unit 1 to Cleco Power and Acadia Unit 2 to Entergy Louisiana in 2010 and 2011, respectively. At June 30, 2015, the remaining indemnifications relate to the fundamental organizational structure of Acadia. These remaining indemnifications have no limitations as to time or maximum potential future payments. Currently, management does not expect to be required to pay Cleco Power or Entergy Louisiana under these guarantees.

Cleco Corporation provided indemnifications to Cleco Power as a result of the transfer of Coughlin to Cleco Power in March 2014. Cleco Power also provided indemnifications to Cleco Corporation and Evangeline as a result of the transfer of Coughlin to Cleco Power. The maximum amount of the potential payment to Cleco Power, Cleco Corporation, and Evangeline for their respective indemnifications is $40.0 million, except for indemnifications relating to the fundamental organizational structure of each respective entity, of which the maximum amount is $400.0 million. Currently, management does not expect to be required to make any payments under these guarantees.

On-Balance Sheet Guarantees

As part of the Amended Lignite Mining Agreement, Cleco Power and SWEPCO, joint owners of Dolet Hills, have agreed to pay the loan and lease principal obligations of the lignite miner, DHLC, when due if they do not have sufficient funds or credit to pay. Any amounts paid on behalf of the miner would be credited by the lignite miner against future invoices for lignite delivered. At June 30, 2015, 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 $69.3 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 is not expected to terminate pursuant to its terms until 2036 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 this guarantee.

Generally, neither Cleco Corporation nor Cleco Power has recourse that would enable them to recover amounts paid under their guarantee or indemnification obligations. 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

NMTC Fund

In 2008, Cleco Corporation and US Bancorp Community Development (USBCDC) formed the NMTC Fund. Cleco Corporation has a 99.9% membership interest in the NMTC Fund and USBCDC has a 0.1% interest. The purpose of the NMTC 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 NMTCs and Historical Rehabilitation tax credits. The NMTC Fund was later amended to include renewable energy investments. The majority of the energy investments qualify for grants under Section 1603 of the ARRA. The tax benefits received from the NMTC Fund reduce the federal income tax obligations of Cleco Corporation. In total, Cleco Corporation will contribute $283.7 million of equity contributions to the NMTC Fund and will receive at least $302.0 million in the form of tax credits, tax losses, capital gains/losses, earnings, and cash over the life of the investment, which ends in 2017. The $18.3 million difference between equity contributions and total benefits received will be recognized over the life of the NMTC Fund as net tax benefits are delivered. The following table reflects remaining future equity contributions:

(THOUSANDS)	CONTRIBUTION
Six months ending Dec. 31, 2015	$	3,629
Years ending Dec. 31,
2016	2,707
2017	2,707
Total	$	9,043

Of the $9.0 million, $3.6 million is due to be paid within the next 12 months. Due to the right of offset, the investment and associated debt are presented on Cleco’s Condensed Consolidated Balance Sheet in the line item Tax credit fund investment, net. The amount of tax benefits delivered in excess of capital contributions as of June 30, 2015, was $25.6 million. The amount of tax benefits delivered but not utilized as of June 30, 2015, was $118.8 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 asset and investment at its calculated fair value at inception within the framework of the authoritative guidance. In order to calculate the fair value, management used an imputed rate of interest assuming 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 a 6% imputed interest rate:

(THOUSANDS)
Equity contributions
Principal payment schedule above:	$	9,043
Less: unamortized discount	594
Total	$	8,449

The gross investment amortization expense will be recognized over a nine-year period, with two years remaining under the amended NMTC Fund, using the cost method in accordance with the authoritative guidance for investments. The basis of the investment is reduced by the grants received under Section 1603 of the ARRA, which allows certain projects to receive a federal grant in lieu of tax credits, and other cash. Periodic amortization of the investment and the deferred taxes generated by the basis reduction temporary difference are included as components of income tax expense.

Other

On April 17, 2015, the EPA published the final rule in the Federal Register for regulating the disposal and management of CCRs from coal-fired power plants under “Subtitle D” of the Resource Conservation and Recovery Act. The “Subtitle D” option will regulate CCRs in a manner similar to industrial solid waste. The final rule does not require expensive synthetic lining of existing impoundments in all cases. Management is currently evaluating the effect of the final rule, and does not expect any required adjustment to the ARO to have a material effect on the results of operations, financial condition, or cash flows of the Registrants.

Cleco has accrued for liabilities related to third parties and employee medical benefits.

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. If Cleco Corporation’s credit ratings were to be downgraded by Moody’s or S&P, 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 and Cleco’s financial condition could be materially adversely affected.

Cleco Power

Cleco Power began participating in the MISO market in December 2013. Energy prices in the MISO market are based on LMP, which includes a component directly related to congestion on the transmission system. Pricing zones with greater transmission congestion may have higher LMP costs. Physical transmission constraints present in the MISO market could increase energy costs within Cleco Power’s pricing zone. Cleco Power uses FTRs to mitigate the transmission congestion risk. Changes to anticipated transmission paths may result in an unexpected increase in energy costs to Cleco Power.

Access to capital markets is a significant source of funding for both short- and long-term capital requirements not satisfied by operating cash flows. 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 or S&P, 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 S&P, Cleco Power would be required to pay additional collateral for derivatives.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Principles of Consolidation, Policy

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, Policy

The Condensed Consolidated Financial Statements of Cleco Corporation and Cleco Power have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these Condensed Consolidated Financial Statements do not include all of the information and notes required by GAAP for annual financial statements. The year-end Condensed Consolidated Balance Sheet data was derived from audited financial statements. Because the interim Condensed Consolidated Financial Statements and the accompanying notes do not include all of the information and notes required by GAAP for annual financial statements, the Condensed Consolidated Financial Statements and other information included in this quarterly report should be read in conjunction with the Consolidated Financial Statements and accompanying notes in the Registrants’ Combined Annual Report on Form 10-K for the year ended December 31, 2014.

These Condensed Consolidated Financial Statements, in the opinion of management, reflect all normal recurring adjustments that are necessary to fairly present the financial position and results of operations of Cleco. Amounts reported in Cleco’s interim financial statements are not necessarily indicative of amounts expected for the annual periods due to the effects of seasonal temperature variations on energy consumption, regulatory rulings, the timing of maintenance on electric generating units, changes in mark-to-market valuations, changing commodity prices, discrete income tax items, and other factors.

In preparing financial statements that conform to GAAP, management must make estimates and assumptions that affect the reported amounts of assets and liabilities, the reported amounts of revenues and expenses, and the disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

Unbilled Revenue, Policy

Cleco Power accrues estimated revenue monthly for energy used by customers but not yet billed. The monthly estimated unbilled revenue amounts are recorded as unbilled revenue and a receivable. During the third quarter of 2014, Cleco Power began using actual customer energy consumption data available from its installation of AMI to calculate unbilled revenues.

Property, Plant, and Equipment, Policy

Property, plant, and equipment consists primarily of regulated utility generation and energy transmission and distribution 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.

Restricted Cash and Cash Equivalents, Policy

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 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 administration fees, interest, and principal on storm recovery bonds.

Fair Value Measurements and Disclosures, Policy

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.

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 are determined by obtaining the closing price of similar assets and liabilities from published indices in active markets and then discounting the price to the current period using a U.S. Treasury published interest rate as a proxy for a risk-free rate of return. Cleco has consistently applied the Level 2 fair value technique from fiscal period to fiscal period. Level 3 fair values occur in situations in which there is little, if any, market activity for the asset or liability at the measurement date and therefore estimated prices are used in the discounted cash flow approach.

Risk Management, Policy

Market risk inherent in Cleco’s market risk-sensitive instruments and positions includes potential changes in value arising from changes in interest rates and the commodity market prices of power, FTRs, and natural gas in the industry 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, FTRs, 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. With the exception of FTRs, 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 also enter into risk mitigating positions that would not meet the requirements of a normal-purchase, normal-sale transaction in order to attempt to mitigate the volatility in customer fuel costs. These positions are marked-to-market with the resulting gain or loss recorded on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets 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 in accordance with regulatory policy. When these positions close, actual gains or losses are included in the FAC and reflected on customers’ bills as a component of the fuel cost adjustment. There were no open natural gas positions at June 30, 2015, or December 31, 2014. In June 2015, the LPSC approved a long-term natural gas hedging pilot program that requires Cleco Power to establish a proposal for a long-term natural gas procurement program that will be designed to provide gas price stability for a minimum of five years. This proposal is required to be submitted to the LPSC by June 30, 2018.

Cleco Power purchases the majority of its FTRs in annual auctions facilitated by MISO during the second quarter of each year and may also purchase additional FTRs in monthly auctions facilitated by MISO. FTRs are derivative instruments which represent economic hedges of future congestion charges that will be incurred in serving Cleco Power’s customer load. FTRs are not designated as hedging instruments for accounting purposes. Cleco Power initially records FTRs at their estimated fair value and subsequently adjusts the carrying value to their estimated fair value at the end of each accounting period based on the most recent MISO FTR auction prices. Unrealized gains or losses on FTRs held by Cleco Power are included in Accumulated deferred fuel on Cleco and Cleco Power’s Condensed Consolidated Balance Sheets. Realized gains or losses on settled FTRs are recorded in Electric operations or Power purchased for utility customers on Cleco and Cleco Power’s Condensed Consolidated Statements of Income. At June 30, 2015, Cleco and Cleco Power’s Condensed Consolidated Balance Sheets reflected the fair value of open FTR positions of $22.5 million in Energy risk management assets and $0.5 million in Energy risk management liabilities, compared to $10.8 million in Energy risk management assets and $0.8 million in Energy risk management liabilities at December 31, 2014. For more information on FTRs, see Note 4 — “Fair Value Accounting — Derivatives and Hedging — Commodity Contracts.”

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 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 may enter into contracts to mitigate the volatility in interest rate risk. These contracts include, but are not limited to, interest rate swaps and treasury rate locks.

Accounting for MISO Transactions, Policy

Cleco Power participates in MISO’s Energy and Operating Reserve market where hourly sales and purchases are netted. If the hourly activity nets to sales, the result is reported in Electric operations on Cleco and Cleco Power’s Condensed Consolidated Statements of Income. If the hourly activity nets to purchases, the result is reported in Power purchased for utility customers on Cleco and Cleco Power’s Condensed Consolidated Statements of Income.

Stock-Based Compensation, Policy

At June 30, 2015, Cleco had two stock-based compensation plans: the ESPP and the LTICP. In accordance with the Merger Agreement, the ESPP has been suspended and will be cancelled upon the completion of the Merger.

Pursuant to the LTICP, options or restricted shares of stock, also known as non-vested stock, common stock equivalents, and stock appreciation rights may be granted to certain officers, key employees, or directors of Cleco Corporation and its subsidiaries. During the six months ended June 30, 2015, Cleco granted 90,050 shares of non-vested stock to certain officers and key employees of Cleco Corporation and its subsidiaries pursuant to the LTICP. Upon the completion of the Merger, all unvested shares outstanding under the LTICP that were granted prior to January 1, 2015, will vest at target and be paid out in cash to plan participants in accordance with the terms of the Merger Agreement. Unvested shares that were granted in 2015 will be prorated to the target amount and be paid out in cash to plan participants in accordance with the terms of the Merger Agreement.

Common Stock Repurchase Program, Policy

In January 2011, Cleco Corporation’s Board of Directors approved the implementation of a common stock repurchase program. This program authorizes management to repurchase, from time to time, shares of common stock so that Cleco’s diluted average shares of common stock outstanding remain approximately equal to its diluted average shares of common stock outstanding for 2010. Under this program, purchases may be made on a discretionary basis at times and in amounts as determined by management, subject to market conditions, legal requirements, and other factors. Purchases under the program will not be announced in advance and may be made in the open market or through privately negotiated transactions.

In accordance with the Merger Agreement, until the completion of the Merger, no additional common stock will be repurchased under this program without the prior written consent of Cleco Partners.

Recent Authoritative Guidance, Policy

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

In May 2014, FASB amended the accounting guidance for revenue recognition. The amended guidance affects entities that enter into contracts for the transfer of non-financial assets unless those contracts are within the scope of other standards. The core principle of this guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Under the new guidance, an entity must identify the performance obligations in a contract and the transaction price, and allocate the price to specific performance obligations to recognize the revenue when the obligation is completed. The amendments in this update also require disclosure of sufficient information to allow users to understand the nature, amount, timing, and uncertainty of revenue and cash flow arising from contracts. On July 9, 2015, the FASB approved a one-year deferral of the effective date. The standard will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Management is currently evaluating the impact that the adoption of this guidance will have on the results of operations, financial condition, and cash flows of the Registrants.

In February 2015, FASB amended the accounting guidance for the consolidation analysis. All legal entities are subject to reevaluation under this revised consolidation model. The adoption of this guidance is effective for annual periods beginning after December 15, 2015, including interim periods within that reporting period. Management is currently evaluating this guidance, but does not expect it to have an impact on the results of operations, financial condition, or cash flows of the Registrants.

In April 2015, FASB amended the accounting guidance to simplify the presentation of debt issuance costs. This guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The adoption of this guidance is effective for annual periods beginning after December 15, 2015, including interim periods within that reporting period. Cleco currently records debt issuance costs in Other deferred charges on Cleco’s Condensed Consolidated Balance Sheet. Cleco will adopt the revisions to this amendment beginning with the March 31, 2016 reporting period. The adoption of this guidance will not have an impact on the results of operations, financial condition, or cash flows of the Registrants.

In April 2015, FASB issued accounting guidance for a customer’s accounting for fees paid in a cloud computing arrangement. This amendment provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The adoption of this guidance is effective for annual periods beginning after December 15, 2015, including interim periods within that reporting period. Management does not expect the adoption of this guidance to materially impact the results of operations, financial condition, or cash flows of the Registrants.

In April 2015, FASB amended the accounting guidance for fair value measurements. Currently, this guidance permits entities, as a practical expedient, to measure the fair value of certain investments using the net asset value per share of the investment. These investments are currently categorized within the fair value hierarchy on the basis of whether the investment is redeemable at net asset value on the measurement date, never redeemable at net asset value, or redeemable at net asset value at a future date. This amendment removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendment also removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. The adoption of this guidance is effective for annual periods beginning after December 15, 2015, including interim periods within that reporting period. The adoption of this guidance will not have an impact on the results of operations, financial condition, or cash flows of the Registrants.

In July 2015, FASB issued accounting guidance to simplify the measurement of inventory. This guidance requires entities to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The adoption of this guidance is effective for annual periods beginning after December 15, 2016, including interim periods within that reporting period. Management is currently evaluating this guidance, but does not expect it to have an impact on the results of operations, financial condition, or cash flows of the Registrants.

Regulatory Assets and Liabilities, Policy

Cleco Power follows the authoritative guidance on regulated operations, which allows utilities to capitalize or defer certain costs for recovery from customers and to recognize a liability for amounts expected to be returned to customers based on regulatory approval and management’s ongoing assessment that it is probable these items will be recovered or refunded through the ratemaking process.

Under the current regulatory environment, Cleco Power believes these regulatory assets will be fully recoverable; however, if in the future, as a result of regulatory changes or competition, Cleco Power’s ability to recover these regulatory assets would no longer be probable, then to the extent that such regulatory assets were determined not to be recoverable, Cleco Power would be required to write-down such assets. In addition, potential deregulation of the industry or possible future changes in the method of rate regulation of Cleco Power could require discontinuance of the application of these authoritative guidelines.

Pension and Other Postretirement Plans, Policy

Cleco’s 401(k) Plan is intended to provide active, eligible employees with voluntary, long-term savings and investment opportunities. The Plan is a defined contribution plan and is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974. In accordance with the Plan, employer contributions can be in the form of Cleco Corporation stock or cash. Cash contributions are invested in proportion to the participant’s voluntary contribution investment choices. Plan participants are allowed to choose whether to have dividends on Cleco Corporation common stock distributed in cash or reinvested in additional shares of Cleco Corporation common stock. Participation in the Plan is voluntary, and active Cleco employees are eligible to participate.

Cleco’s retirees and their dependents may be 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.

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 ten 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.

Certain Cleco officers are covered by SERP. 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 (a) the highest base salary paid out over the last five calendar years and (b) the average of the three highest cash bonuses paid during the 60 months prior to retirement, which sum is reduced by benefits received from any other defined benefit pension plan, supplemental executive retirement plan, or Cleco contributions under the enhanced 401(k) Plan to the extent such contributions exceed the limits of the 401(k) Plan.

Income Tax, Policy

Cleco classifies all interest related to uncertain tax positions as a component of interest payable and interest expense.

Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.

Cleco classifies income tax penalties as a component of other expense.

Segment Reporting, Policy

The financial results of Cleco’s segments are presented on an accrual basis. Management evaluates the performance of its segment and allocates resources to it based on segment profit and the requirements to implement new strategic initiatives and projects to meet current business objectives.

Equity Method Investments, Policy

Cleco and Cleco Power account for investments in VIEs in accordance with the authoritative guidance. Cleco and Cleco Power apply the equity method of accounting to report the investment in Oxbow in the consolidated financial statements. 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 (excluding income taxes) 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.

Variable Interest Entity, Policy

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.

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Debt, Long-term Debt (Details) - USD ($) $ in Thousands			6 Months Ended
	Jul. 16, 2015	Apr. 30, 2015	Jun. 30, 2015	Jul. 15, 2015	May. 01, 2015	Dec. 31, 2014
Debt Instrument [Line Items]
Long-term Debt Outstanding			$ 1,300,000
Long-term debt due within one year			43,847			$ 18,272
Increase (decrease) in debt instrument, net			(69,000)
Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Increase (decrease) in debt instrument, net			(35,000)
Credit Facility [Member]
Debt Instrument [Line Items]
Increase (decrease) in debt instrument, net			(25,000)
Capital Lease Obligations [Member]
Debt Instrument [Line Items]
Capital lease payments due within one year			2,500
Increase (decrease) in debt instrument, net			(1,100)
Debt Discount Amortization [Member]
Debt Instrument [Line Items]
Increase (decrease) in debt instrument, net			200
Cleco Katrina Rita Storm Recovery Bonds [Member] | Cleco Katrina Rita Storm Recovery Bonds principal payment [Member]
Debt Instrument [Line Items]
Principal payments for long term debt due within one year			16,300
Increase (decrease) in debt instrument, net			(8,100)
Cleco Power's senior notes, 4.95%, due 2015 [Member] | Senior Notes [Member]
Debt Instrument [Line Items]
Principal payments for long term debt due within one year			25,000
Cleco Power [Member]
Debt Instrument [Line Items]
Long-term Debt Outstanding			1,250,000
Long-term debt due within one year			43,847			$ 18,272
Increase (decrease) in debt instrument, net			(64,000)
Cleco Power [Member] | Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Increase (decrease) in debt instrument, net			(35,000)
Cleco Power [Member] | Credit Facility [Member]
Debt Instrument [Line Items]
Increase (decrease) in debt instrument, net			(20,000)
Cleco Power [Member] | Capital Lease Obligations [Member]
Debt Instrument [Line Items]
Capital lease payments due within one year			2,500
Increase (decrease) in debt instrument, net			(1,100)
Cleco Power [Member] | Debt Discount Amortization [Member]
Debt Instrument [Line Items]
Increase (decrease) in debt instrument, net			200
Cleco Power [Member] | Cleco Katrina Rita Storm Recovery Bonds [Member] | Cleco Katrina Rita Storm Recovery Bonds principal payment [Member]
Debt Instrument [Line Items]
Principal payments for long term debt due within one year			16,300
Increase (decrease) in debt instrument, net			(8,100)
Cleco Power [Member] | Cleco Power's senior notes, 4.95%, due 2015 [Member] | Senior Notes [Member]
Debt Instrument [Line Items]
Principal payments for long term debt due within one year			$ 25,000
Cleco Power [Member] | Series A GO Zone bonds [Member] | Cleco Katrina Rita Storm Recovery Bonds principal payment [Member]
Debt Instrument [Line Items]
Unsecured Debt					$ 50,000
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate (in hundredths)					2.00%
Senior Notes [Member] | Subsequent Event [Member] | Cleco Power [Member] | Cleco Power's senior notes, 4.95%, due 2015 [Member]
Debt Instrument [Line Items]
Outstanding debt repayment	$ 50,000
Repayment of Senior Notes through cash				$ 25,000
Repayment of Senior Notes through credit facility				$ 25,000
Notes Payable to Banks [Member] | Cleco Power [Member]
Debt Instrument [Line Items]
Outstanding debt repayment		$ 35,000
Cleco Power's senior notes, 4.95%, due 2015 [Member] | Subsequent Event [Member] | Cleco Power [Member] | Cleco Power's senior notes, 4.95%, due 2015 [Member] | Bonds [Member]
Debt Instrument [Line Items]
Accrued interest	$ 1,200

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Summary of Significant Accounting Policies, Stock-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Stock-Based Compensation [Line Items]
Tax benefit	$ 554	$ 590	$ 1,241	$ 1,329
Non-vested Stock [Member]
Stock-Based Compensation [Line Items]
Share-based compensation expense	1,440	1,533	$ 3,225	3,454
LTICP [Member] | Non-vested Stock [Member]
Stock-Based Compensation [Line Items]
Non-vested stock granted during the period (in shares)			90,050
Cleco Power [Member]
Stock-Based Compensation [Line Items]
Tax benefit	193	195	$ 364	359
Cleco Power [Member] | Non-vested Stock [Member]
Stock-Based Compensation [Line Items]
Share-based compensation expense	$ 502	$ 507	$ 946	$ 934

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Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current assets
Cash and cash equivalents	$ 22,429	$ 44,423
Restricted cash and cash equivalents	8,342	8,986
Customer accounts receivable (less allowance for doubtful accounts)	49,442	41,500
Other accounts receivable	20,319	28,098
Unbilled revenue	43,341	38,475
Fuel inventory, at average cost	56,921	64,747
Material and supplies inventory, at average cost	73,977	71,124
Energy risk management assets	22,480	10,776
Accumulated deferred federal and state income taxes, net	66,386	76,785
Accumulated deferred fuel	9,087	21,554
Cash surrender value of company-/trust-owned life insurance policies	72,845	71,167
Prepayments	8,978	10,284
Regulatory assets	15,002	12,212
Other current assets	1,262	473
Total current assets	470,811	500,604
Property, plant, and equipment
Property, plant, and equipment	4,548,451	4,508,960
Accumulated depreciation	(1,489,864)	(1,442,960)
Net property, plant, and equipment	3,058,587	3,066,000
Construction work in progress	118,364	99,458
Total property, plant, and equipment, net	3,176,951	3,165,458
Equity investment in investees	15,380	14,540
Prepayments	4,965	4,891
Restricted cash and cash equivalents	15,815	15,130
Regulatory assets - deferred taxes, net	236,742	234,370
Regulatory assets	295,280	311,867
Net investment in direct financing lease	13,482	13,498
Intangible asset	83,048	90,642
Tax credit fund investment, net	6,336	7,251
Other deferred charges	23,204	20,822
Total assets	4,342,014	4,379,073
Current liabilities
Long-term debt due within one year	43,847	18,272
Accounts payable	96,316	127,268
Customer deposits	54,587	53,411
Provision for rate refund	5,444	2,264
Taxes payable	20,345	2,197
Interest accrued	9,863	8,669
Energy risk management liabilities	506	827
Regulatory liabilities - other	624	312
Deferred compensation	10,389	11,374
Other current liabilities	14,273	13,176
Total current liabilities	256,194	237,770
Long-term liabilities and deferred credits
Accumulated deferred federal and state income taxes, net	946,334	918,858
Accumulated deferred investment tax credits	3,703	4,161
Postretirement benefit obligations	202,484	197,623
Regulatory liabilities - other	0	312
Restricted storm reserve	15,544	14,916
Other deferred credits	23,373	28,510
Total long-term liabilities and deferred credits	1,191,438	1,164,380
Long-term debt, net	1,255,042	1,349,653
Total liabilities	$ 2,702,674	$ 2,751,803
Commitments and Contingencies (Note 11)
Shareholders’ equity
Common stock	$ 61,059	$ 61,051
Premium on common stock	415,617	415,482
Retained earnings	1,217,183	1,208,712
Treasury stock, at cost	(23,225)	(25,310)
Accumulated other comprehensive loss	(31,294)	(32,665)
Total shareholders’ equity	1,639,340	1,627,270
Total liabilities and shareholders’ equity	4,342,014	4,379,073
Cleco Power [Member]
Current assets
Cash and cash equivalents	20,063	39,162
Restricted cash and cash equivalents	8,342	8,986
Customer accounts receivable (less allowance for doubtful accounts)	49,442	41,500
Accounts receivable - affiliate	23,575	23,621
Other accounts receivable	20,315	27,949
Unbilled revenue	43,341	38,475
Fuel inventory, at average cost	56,921	64,747
Material and supplies inventory, at average cost	73,977	71,124
Energy risk management assets	22,480	10,776
Accumulated deferred federal and state income taxes, net	6,363	6,725
Accumulated deferred fuel	9,087	21,554
Cash surrender value of company-/trust-owned life insurance policies	19,845	19,678
Prepayments	8,077	7,283
Regulatory assets	15,002	12,212
Other current assets	1,121	368
Total current assets	377,951	394,160
Property, plant, and equipment
Property, plant, and equipment	4,534,234	4,495,490
Accumulated depreciation	(1,479,472)	(1,433,206)
Net property, plant, and equipment	3,054,762	3,062,284
Construction work in progress	116,177	96,702
Total property, plant, and equipment, net	3,170,939	3,158,986
Equity investment in investees	15,372	14,532
Prepayments	4,965	4,891
Restricted cash and cash equivalents	15,794	15,109
Regulatory assets - deferred taxes, net	236,742	234,370
Regulatory assets	295,280	311,867
Intangible asset	83,048	90,642
Other deferred charges	21,214	18,429
Total assets	4,221,305	4,242,986
Current liabilities
Long-term debt due within one year	43,847	18,272
Accounts payable	91,379	116,925
Accounts payable - affiliate	6,781	7,760
Customer deposits	54,587	53,411
Provision for rate refund	5,444	2,264
Taxes payable	22,064	3,115
Interest accrued	10,324	9,224
Energy risk management liabilities	506	827
Regulatory liabilities - other	624	312
Other current liabilities	11,003	9,380
Total current liabilities	246,559	221,490
Long-term liabilities and deferred credits
Accumulated deferred federal and state income taxes, net	1,039,395	1,001,332
Accumulated deferred investment tax credits	3,703	4,161
Postretirement benefit obligations	143,947	135,825
Regulatory liabilities - other	0	312
Restricted storm reserve	15,544	14,916
Other deferred credits	22,532	26,439
Total long-term liabilities and deferred credits	1,225,121	1,182,985
Long-term debt, net	1,203,042	1,292,653
Total capitalization	$ 2,749,625	$ 2,838,511
Commitments and Contingencies (Note 11)
Shareholders’ equity
Accumulated other comprehensive loss	$ (16,981)	$ (17,288)
Total shareholders’ equity	1,546,583	1,545,858
Total liabilities and shareholders’ equity	$ 4,221,305	$ 4,242,986

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Consolidated Statement of Changes in Member's Equity - 6 months ended Jun. 30, 2015 - USD ($) $ in Thousands	Total	Accumulated Other Comprehensive Income (Loss) [Member]	Cleco Power [Member]	Cleco Power [Member] Member's Equity [Member]	Cleco Power [Member] Accumulated Other Comprehensive Income (Loss) [Member]
Balances at Dec. 31, 2014	$ 1,627,270	$ (32,665)	$ 1,545,858	$ 1,563,146	$ (17,288)
Increase (Decrease) in Member's Equity [Roll Forward]
Other comprehensive income, net of tax	1,371	1,371	307		307
Distribution to parent			(60,000)	(60,000)
Net income	57,156		60,418	60,418
Balances at Jun. 30, 2015	$ 1,639,340	$ (31,294)	$ 1,546,583	$ 1,563,564	$ (16,981)

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Disclosures about Segments (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015 USD ($) entity	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($) entity	Jun. 30, 2014 USD ($)	Dec. 31, 2014 USD ($)
Segment Reporting Information [Line Items]
Number of transmission interconnection facility subsidiaries | entity	2		2
Revenue
Electric operations	$ 276,661	$ 316,997	$ 554,175	$ 586,756
Tolling operations				0
Other operations	15,803	14,568	33,535	29,381
Electric customer credits	(3,390)	(22,495)	(3,179)	(22,681)
Affiliate revenue	0	0	0	0
Operating revenue, net	289,074	309,070	584,531	593,456
Depreciation	36,468	37,570	73,746	79,311
Merger transaction costs	(410)	365	1,730	365
Interest charges	19,910	20,065	40,032	40,334
Interest income	90	350	388	952
Federal and state income tax expense (benefit)	20,359	14,528	37,687	28,206
Net Income (loss)	30,234	36,633	57,156	62,557
Additions to (reductions in) property, plant, and equipment			78,180	113,175
Additions to (reductions in) property, plant, and equipment				116,194
Equity investment in investees	15,380		15,380		$ 14,540
Total segment assets	4,342,014		4,342,014		4,379,073
Operating Segments [Member] | Cleco Power [Member]
Revenue
Electric operations	276,661	316,997	554,175	586,756
Tolling operations				0
Other operations	15,283	14,027	32,495	28,299
Electric customer credits	(3,390)	(22,495)	(3,179)	(22,681)
Affiliate revenue	331	330	665	665
Operating revenue, net	288,885	308,859	584,156	593,039
Depreciation	36,126	37,295	73,109	77,498
Merger transaction costs	0		0	0
Interest charges	19,401	20,639	39,304	40,399
Interest income	48	350	304	951
Federal and state income tax expense (benefit)	19,909	16,071	38,268	30,281
Net Income (loss)	31,813	32,658	60,418	58,965
Additions to (reductions in) property, plant, and equipment			78,010
Additions to (reductions in) property, plant, and equipment				291,961
Equity investment in investees	15,372		15,372		14,532
Total segment assets	4,221,305		4,221,305		4,242,986
Operating Segments [Member] | Other [Member]
Revenue
Electric operations	0	0	0	0
Tolling operations				5,467
Other operations	520	541	1,040	1,082
Electric customer credits	0	0	0	0
Affiliate revenue	14,950	14,153	27,754	27,346
Operating revenue, net	15,470	14,694	28,794	33,895
Depreciation	342	275	637	1,813
Merger transaction costs	(410)	365	1,730	365
Interest charges	411	(681)	526	(306)
Interest income	(56)	(106)	(119)	(240)
Federal and state income tax expense (benefit)	449	(1,543)	(581)	(2,075)
Net Income (loss)	(1,579)	3,975	(3,262)	3,593
Additions to (reductions in) property, plant, and equipment			170
Additions to (reductions in) property, plant, and equipment				(175,767)
Equity investment in investees	8		8		8
Total segment assets	176,943		176,943		248,654
Intersegment Elimination [Member]
Revenue
Electric operations	0	0	0	0
Tolling operations				(5,467)
Other operations	0	0	0	0
Electric customer credits	0	0	0	0
Affiliate revenue	(15,281)	(14,483)	(28,419)	(28,011)
Operating revenue, net	(15,281)	(14,483)	(28,419)	(33,478)
Depreciation	0	0	0	0
Merger transaction costs	0	0	0	0
Interest charges	98	107	202	241
Interest income	98	106	203	241
Federal and state income tax expense (benefit)	1	0	0	0
Net Income (loss)	0	$ 0	0	(1)
Additions to (reductions in) property, plant, and equipment			0
Additions to (reductions in) property, plant, and equipment				$ 0
Equity investment in investees	0		0		0
Total segment assets	$ (56,234)		$ (56,234)		$ (112,567)

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

Property, Plant, and Equipment

Cleco’s property, plant, and equipment consisted of:

(THOUSANDS)	AT JUNE 30, 2015			AT DEC. 31, 2014
Regulated utility plants	$	4,534,234		$	4,495,490
Other	14,217			13,470
Total property, plant, and equipment	4,548,451			4,508,960
Accumulated depreciation	(1,489,864		)	(1,442,960		)
Net property, plant, and equipment	$	3,058,587		$	3,066,000

Restricted Cash and Cash Equivalents

Cleco’s restricted cash and cash equivalents consisted of:

(THOUSANDS)	AT JUNE 30, 2015		AT DEC. 31, 2014
Current:
Cleco Katrina/Rita’s storm recovery bonds	$	8,342	$	8,986
Non-current:
Diversified Lands’ mitigation escrow	21		21
Cleco Power’s future storm restoration costs	15,542		14,915
Cleco Power’s building renovation escrow	252		194
Non-current total	15,815		15,130
Total restricted cash and cash equivalents	$	24,157	$	24,116

Earnings per Average Common Share

The following tables show the calculation of basic and diluted earnings per share:

						FOR THE THREE MONTHS ENDED JUNE 30,
				2015					2014
(THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)	INCOME		SHARES	PER SHARE AMOUNT		INCOME		SHARES	PER SHARE AMOUNT
Basic net income applicable to common stock	$	30,234	60,480,684	$	0.50	$	36,633	60,359,949	$	0.61
Effect of dilutive securities
Add: restricted stock (LTICP)			320,122					266,186
Diluted net income applicable to common stock	$	30,234	60,800,806	$	0.50	$	36,633	60,626,135	$	0.60

						FOR THE SIX MONTHS ENDED JUNE 30,
				2015					2014
(THOUSANDS, EXCEPT SHARES AND PER SHARE AMOUNTS)	INCOME		SHARES	PER SHARE AMOUNT		INCOME		SHARES	PER SHARE AMOUNT
Basic net income applicable to common stock	$	57,156	60,470,989	$	0.95	$	62,557	60,424,591	$	1.04
Effect of dilutive securities
Add: restricted stock (LTICP)			305,746					253,435
Diluted net income applicable to common stock	$	57,156	60,776,735	$	0.94	$	62,557	60,678,026	$	1.03

Stock-Based Compensation

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

	CLECO CORPORATION				CLECO POWER				CLECO CORPORATION				CLECO POWER
	FOR THE THREE MONTHS ENDED JUNE 30,								FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2015		2014		2015		2014		2015		2014		2015		2014
Equity classification
Non-vested stock	$	1,440	$	1,533	$	502	$	507	$	3,225	$	3,454	$	946	$	934
Tax benefit	$	554	$	590	$	193	$	195	$	1,241	$	1,329	$	364	$	359

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Summary of Significant Accounting Policies, Restricted Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	1 Months Ended	6 Months Ended
	Mar. 31, 2015	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Restricted Cash and Cash Equivalents Items [Line Items]
Current		$ 8,342		$ 8,986
Non-current total		15,815		15,130
Total restricted cash and cash equivalents		24,157		24,116
Cleco Katrina/Rita storm recovery bonds
Increase (decrease) in Cleco Katrina/Rita's storm recovery bonds		41	$ 9,557
Katrina Rita collections
Cleco Katrina/Rita storm recovery bonds
Increase (decrease) in Cleco Katrina/Rita's storm recovery bonds		10,100
Katrina Rita Bond Principal Payments
Cleco Katrina/Rita storm recovery bonds
Increase (decrease) in Cleco Katrina/Rita's storm recovery bonds	$ (8,100)
Diversified Lands’ mitigation escrow
Restricted Cash and Cash Equivalents Items [Line Items]
Non-current total		21		21
Cleco Power’s future storm restoration costs
Restricted Cash and Cash Equivalents Items [Line Items]
Non-current total		15,542		14,915
Cleco Power’s building renovation escrow
Restricted Cash and Cash Equivalents Items [Line Items]
Non-current total		$ 252		$ 194
Katrina Rita Bond Interest Payments
Cleco Katrina/Rita storm recovery bonds
Increase (decrease) in Cleco Katrina/Rita's storm recovery bonds	$ (2,600)

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Variable Interest Entities

6 Months Ended

Jun. 30, 2015

Variable Interest Entity, Not Primary Beneficiary, Disclosures [Abstract]

Variable Interest Entities

Note 10 — Variable Interest Entities

Cleco and Cleco Power account for investments in VIEs in accordance with the authoritative guidance. Cleco and Cleco Power apply the equity method of accounting to report the investment in Oxbow in the consolidated financial statements. 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 (excluding income taxes) 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.

Equity Method VIEs

Equity investment in investees at June 30, 2015, primarily represents Cleco Power’s $15.4 million investment in Oxbow. Equity investments that are less than 100% owned by Diversified Lands represent less than $0.1 million of Cleco’s equity investment in investees.

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 Power’s current assessment of its maximum exposure to loss related to Oxbow at June 30, 2015, consisted of its equity investment of $15.4 million. In April 2015, Cleco Power made $0.8 million of cash contributions to its equity investment in Oxbow as a result of the expected transition from the Dolet Hills mine to the Oxbow mine. The following table presents the components of Cleco Power’s equity investment in Oxbow:

INCEPTION TO DATE (THOUSANDS)	AT JUNE 30, 2015		AT DEC. 31, 2014
Purchase price	$	12,873	$	12,873
Cash contributions	2,499		1,659
Total equity investment in investee	$	15,372	$	14,532

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

(THOUSANDS)	AT JUNE 30, 2015		AT DEC. 31, 2014
Oxbow’s net assets/liabilities	$	30,745	$	29,065
Cleco Power’s 50% equity	$	15,372	$	14,532
Cleco Power’s maximum exposure to loss	$	15,372	$	14,532

The following tables contain summarized financial information for Oxbow:

(THOUSANDS)	AT JUNE 30, 2015		AT DEC. 31, 2014
Current assets	$	2,568	$	2,792
Property, plant, and equipment, net	22,375		22,457
Other assets	5,856		3,847
Total assets	$	30,799	$	29,096
Current liabilities	$	54	$	31
Partners’ capital	30,745		29,065
Total liabilities and partners’ capital	$	30,799	$	29,096

	FOR THE THREE MONTHS ENDED JUNE 30,				FOR THE SIX MONTHS ENDED JUNE 30,
(THOUSANDS)	2015		2014		2015		2014
Operating revenue	$	861	$	426	$	1,714	$	1,011
Operating expenses	861		426		1,714		1,011
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.